INTERNATIONAL CONTROLS CORP, S-1/A, 1994-06-22

INTERNATIONAL CONTROLS CORP
S-1/A, 1994-06-22
TRUCK TRAILERS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1994

SEC REGISTRATION NO. 033-52255
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------

AMENDMENT NO. 2
TO
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
INTERNATIONAL CONTROLS CORP.
(Exact name of Registrant as specified in its Charter)

<TABLE>
<S> <C> <C>
FLORIDA 3715 54-0698116
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification
of incorporation) Classification Code) No.)
</TABLE>

2016 NORTH PITCHER STREET
KALAMAZOO, MICHIGAN 49007
(616) 343-6121
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)

DAVID R. MARKIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INTERNATIONAL CONTROLS CORP.
2016 NORTH PITCHER STREET
KALAMAZOO, MICHIGAN 49007
(616) 343-6121
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
--------------

COPIES TO:

<TABLE>
<S> <C>
Paulette Kendler, Esq. Valerie Ford Jacob, Esq.
Hutton Ingram Yuzek Gainen Fried, Frank, Harris, Shriver &
Carroll & Bertolotti Jacobson
250 Park Avenue One New York Plaza
New York, New York 10177 New York, New York 10004
(212) 907-9650 (212) 820-8000
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
--------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PRICE PER UNIT (1) OFFERING PRICE FEE (2)
<S> <C> <C> <C> <C>
% Senior Secured Notes due 2002 $165,000,000 $1,000 $165,000,000 $56,897
Units consisting of the following:......... 100,000 Units $1,000 $100,000,000 $34,483
$1,000 principal amount of % Senior
Subordinated Notes due 2004............... $100,000,000 (3) (3) (3)
Warrants to purchase shares of Common
Stock, $.01 par value per share (4)....... Warrants (3) (3) (3)
<FN>
(1) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(a).
(2) Of the aggregate registration fee of $91,380, $77,586 was paid on February
11, 1994 with the initial filing of this Registration Statement and the
remaining $13,794 was paid on June 9, 1994.
(3) The % Senior Subordinated Notes due 2004 and the Warrants being
registered hereby are being offered as part of the Units and will not be
offered separately.
(4) Includes the shares of Common Stock, $.01 par value, issuable upon
exercise of the Warrants, plus an additional number of shares of Common
Stock which may become issuable upon exercise of the Warrants pursuant to
the anti-dilution provisions relating thereto.
</TABLE>

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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- --------------------------------------------------------------------------------
<PAGE>
INTERNATIONAL CONTROLS CORP.
FORM S-1 CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
REGISTRATION STATEMENT ITEM AND HEADING LOCATION IN PROSPECTUS
- ------------------------------------------------------------- --------------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus................... Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus....................................... Inside Front Cover and Outside Back Cover Pages
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................ Prospectus Summary; Risk Factors; Selected Consolidated
Financial Information
4. Use of Proceeds................................... Prospectus Summary; Proposed Refinancing; Use of
Proceeds; Capitalization
5. Determination of Offering Price................... Inapplicable
6. Dilution.......................................... Inapplicable
7. Selling Security Holders.......................... Inapplicable
8. Plan of Distribution.............................. Outside Front Cover Page; Underwriting
9. Description of Securities to be Registered........ Description of Units; Description of Warrants;
Description of Capital Stock; Description of Notes
10. Interests of Named Experts and Counsel............ Inapplicable
11. Information with Respect to the Registrant........ Outside Front Cover Page; Prospectus Summary; Risk
Factors; The Company; Selected Consolidated Financial
Data; Management's Discussion and Analysis of Financial
Condition and Results of Operations; Business;
Management; Ownership of Common Stock; Financial
Statements
12. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities... Inapplicable
</TABLE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION

JUNE 22, 1994

INTERNATIONAL CONTROLS CORP.

$165,000,000 % Senior Secured Notes due 2002
100,000 Units consisting of $100,000,000 % Senior Subordinated Notes due 2004
and Warrants to Purchase Shares of Common Stock
-----------
International Controls Corp. (the "Company" or "ICC") is hereby offering
(the "Offering") $165,000,000 aggregate principal amount of % Senior Secured
Notes due 2002 (the "Senior Notes") and 100,000 units (the "Units"), each Unit
consisting of $1,000 principal amount of the Company's % Senior Subordinated
Notes due 2004 (the "Senior Subordinated Notes" and together with the Senior
Notes, the "Notes") and one warrant (the "Warrants" and together with the Notes
and the Units, the "Securities") to purchase shares of common stock, par
value $.01 per share (the "Common Stock"), of the Company. The Senior
Subordinated Notes and the Warrants will not be separately transferable until
, 1994 or such earlier date as (1) the Underwriters may determine
or (2) the Warrants become exercisable (the "Separation Date").
Interest on the Senior Notes is payable in cash semi-annually on and
of each year, commencing , 1994. Interest on the Senior
Subordinated Notes is payable in cash semi-annually on and of
each year, commencing , 1994. The Notes will be redeemable at the
option of the Company, in whole or in part, at any time on or after
, 1999, at the redemption prices set forth herein, together with
accrued and unpaid interest, if any, to the date of redemption. In addition, at
any time on or prior to , 1997, up to 25% of the aggregate principal
amount of the Senior Subordinated Notes outstanding on the date of the Senior
Subordinated Note Indenture (as defined herein) will be redeemable at the option
of the Company from the net proceeds of a Public Offering (as defined herein) at
a redemption price equal to % of the principal amount thereof, together with
accrued and unpaid interest, if any, to the date of redemption. Upon a Change of
Control (as defined herein), holders of the Notes may require the Company to
repurchase the Notes at a redemption price equal to 101% of the principal amount
thereof, together with accrued and unpaid interest, if any, to the date of
repurchase.

The Senior Notes will be senior secured obligations of the Company and will
rank PARI PASSU in right of payment with all other senior indebtedness of the
Company and senior in right of payment to all subordinated indebtedness of the
Company. The Senior Notes will be secured by a pledge of all of the outstanding
capital stock of two of the Company's subsidiaries, Great Dane Trailers, Inc.
("Great Dane") and Checker Motors Corporation ("Motors"), on an equal and
ratable basis with the obligations incurred under the New Credit Facility (as
defined herein). Certain of the Company's subsidiaries, however, including Great
Dane and Motors, will be co-obligors (the "Co-Obligors") under the New Credit
Facility and the indebtedness of the Company and the Co-Obligors under the New
Credit Facility will also be secured by substantially all of the assets of the
Company and the Co-Obligors. Accordingly, the obligations under the New Credit
Facility will effectively rank senior to the Senior Notes.

The Senior Subordinated Notes will be senior subordinated obligations of the
Company and will be subordinated in right of payment to all senior indebtedness
(including, without limitation, the Senior Notes and the obligations under the
New Credit Facility); PROVIDED, HOWEVER, that the Senior Subordinated Notes will
rank PARI PASSU with or senior in right of payment to all existing and future
indebtedness of the Company that is expressly subordinated to senior
indebtedness.

Since the Company is a holding company, the Notes will be effectively
subordinated to all existing and future liabilities of the Company's
subsidiaries. After giving effect to the application of the estimated net
proceeds of the Offering and the other transactions contemplated hereby (the
"Refinancing"), the Company would have had outstanding consolidated indebtedness
of $347.4 million at March 31, 1994, including approximately $82.4 million of
secured indebtedness estimated to be drawn under the New Credit Facility, and
the subsidiaries of the Company would have had total liabilities (including
trade payables and indebtedness under the New Credit Facility) of $375.5
million.

Each Warrant will entitle the holder thereof to purchase shares of Common
Stock of the Company at an exercise price of $.01 per share, subject to
adjustment under certain circumstances. The Warrants will entitle the holders
thereof to purchase, in the aggregate, approximately % of the Common Stock of
the Company on a fully diluted basis as of the date of issuance of the Warrants.
The Warrants will become exercisable on , 1999, or upon the earlier
occurrence of (1) a Change of Control or (2) a Public Offering.

The Company intends to make application to list the Notes on the American
Stock Exchange.

------------------
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT APPROVED OR
DISAPPROVED THIS OFFERING NOR HAS THE COMMISSIONER PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.

<TABLE>
<CAPTION>
PRICE PROCEEDS
TO UNDERWRITING TO
PUBLIC(1) DISCOUNTS(2) THE COMPANY(3)
<S> <C> <C> <C>
Per Senior Note................................................ % % %
Total.......................................................... $ $ $
Per Unit....................................................... $ % %
Total.......................................................... $ $ $
<FN>
(1) Plus accrued interest, if any, from , 1994.
(2) See "Underwriting" for information regarding the indemnification of the
Underwriters.
(3) Before deducting expenses payable by the Company estimated at $ .
</TABLE>

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

The Securities are being offered by the Underwriters, subject to prior sale,
when, as and if delivered to and accepted by them and subject to various prior
conditions, including the right of the Underwriters to reject any order in whole
or in part. It is expected that delivery of the Securities will be made at the
offices of Alex. Brown & Sons Incorporated, New York, New York 10019 on or about
, 1994.

ALEX. BROWN & SONS SPP HAMBRO & CO.
INCORPORATED

THE DATE OF THIS PROSPECTUS IS , 1994
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES, THE
UNITS AND/OR THE WARRANTS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (together with all amendments
and exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Securities. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Statements made in this Prospectus as to the
contents of any contract, agreement or other document are not necessarily
complete; with respect to each such contract, agreement or other document filed
as an exhibit to the Registration Statement, reference is made to the exhibit
for a more complete description of the matters involved, and each such statement
shall be deemed qualified in its entirety by this reference.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, and in accordance therewith files reports,
proxy statements (if required) and other information with the Commission. Such
reports, proxy statements and other information, including the Registration
Statement, may be inspected and copied (at prescribed rates) at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the Commission's Regional Offices
located at Suite 1400, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661 and Seven World Trade Center, Suite 1300, New York, New
York 10048. The Company's 12 3/4% Senior Subordinated Debentures due 2001 and
its Subordinated Discount Debentures due January 1, 2006 are listed on the
American Stock Exchange. Reports, proxy statements, and other information can
also be inspected at the office of the American Stock Exchange, 86 Trinity
Place, New York, New York 10006-1881.

The Company will furnish holders of the Securities with copies of reports,
proxy statements or other information as specified in "Description of Warrants
- -- Reports," "Description of Notes -- Certain Covenants -- Provision of
Financial Statements."

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN
THIS PROSPECTUS. UNLESS THE CONTEXT OTHERWISE REQUIRES, REFERENCES IN THIS
PROSPECTUS TO THE COMPANY AND ICC ARE TO INTERNATIONAL CONTROLS CORP. AND ITS
CONSOLIDATED SUBSIDIARIES (WHICH FOR THIS PURPOSE INCLUDES A PARTNERSHIP WHICH
IS CONTROLLED BY ICC).

THE COMPANY

OVERVIEW

ICC is a holding company that is engaged in four principal lines of
business. Great Dane manufactures a full line of truck trailers for the
over-the-road tractor trailer long and short haul markets and containers and
chassis for intermodal shipping. Motors manufactures sheet metal stampings for
automotive components and subassemblies, primarily for General Motors
Corporation ("GM"). The Company's Yellow Cab Company division ("Yellow Cab") is
currently the largest owner of taxicabs and provider of taxi-related services in
Chicago, Illinois. American Country Insurance Company ("Country") underwrites
property and casualty insurance, including taxicab insurance, workers'
compensation and other commercial and personal lines.

Prior to 1987, ICC engaged in various engineering, aerospace and
manufacturing operations, including truck trailer manufacturing. In 1987, ICC
was taken private in a leveraged buyout transaction and initiated a plan of
divestitures to reduce bank debt. In 1989, with Great Dane as its only remaining
business, ICC acquired Motors and immediately thereafter, the major shareholders
of Motors obtained control of ICC through a reverse acquisition (the "Reverse
Acquisition").

TRAILER MANUFACTURING

Great Dane, which generated approximately 78% of the Company's revenues and
62% of the Company's total segment operating profit (segment gross profit less
selling, general and administrative expenses) for the year ended December 31,
1993, designs, manufactures and distributes a full line of both standard and
customized truck trailers (including dry freight vans, refrigerated trailers
("reefers") and platform trailers) and intermodal containers and chassis. In
1993, Great Dane was the largest manufacturer of truck trailers in the United
States with a 12.7% total market share, including an estimated leading 37.9%
share of the reefer market and a 23.3% share of the intermodal container and
chassis market. Great Dane believes it offers the broadest line of trailers in
the industry and emphasizes the production of customized and proprietary
products which generally have higher margins than more standard products. Great
Dane sells and services its trailers primarily through a nationwide network of
branches and independent dealers to gain access to a diversified customer base.

During the past several years, Great Dane has undertaken a number of
strategic initiatives designed to improve its competitive position and
capitalize on the growing intermodal container and chassis market. Accordingly,
Great Dane reduced corporate overhead through management consolidation,
increased operating efficiencies and capacity through plant reconfigurations and
initiated product cost reduction and new product development programs. Great
Dane also increased its manufacturing flexibility by adapting certain of its
assembly lines to be efficient in filling both large and small orders, and
expanded its distribution network domestically, as well as in Canada and Mexico,
in order to provide new outlets for its products and high margin parts and
services business.

Furthermore, during 1992, Great Dane entered the intermodal container and
chassis market as its engineering department, working in conjunction with J.B.
Hunt Transport ("J.B. Hunt"), one of the largest truckload carriers in the U.S.,
developed a unique line of intermodal containers and matching ultra lightweight
chassis. "Intermodal containers," as used in this Prospectus, refers to
containers which are designed to travel principally on rail car, and which, when
removed from the rail car, can be placed on a chassis for transportation by
truck to and from a rail yard. These products enable Great Dane's customers to
take advantage of new double stack intermodal shipping methods, generally the
most economical method of hauling freight over long and intermediate distances.
Great Dane believes that

3
<PAGE>
intermodal transportation, which has been expanding at an approximately 10%
compounded annual growth rate since 1988, will provide a significant growth
opportunity as carriers replace some or all of their trailers with containers
and chassis.

Great Dane's objectives are to increase its share of the truck trailer
market and continue to capitalize on the growing intermodal market. To achieve
these objectives, Great Dane will continue to emphasize the development of high
quality innovative products and improve the efficiency of its assembly
operations. Great Dane is presently adapting certain of its assembly lines to
produce either intermodal containers or truck trailers on the same line. In
addition, Great Dane plans to utilize its expanded distribution network and
manufacturing flexibility to broaden its customer base by increasing sales to
large customers.

AUTOMOTIVE PRODUCTS OPERATIONS

Through South Charleston Stamping & Manufacturing Company ("SCSM") and its
Kalamazoo, Michigan facility ("CMC Kalamazoo"), Motors, together with its
customers, develops, designs and manufactures a broad range of sheet metal
automotive components and subassemblies, including tailgates, fenders, doors,
roofs and hoods, primarily for sale to North American original equipment
manufacturers ("OEMs"). These operations generated approximately 14% of the
Company's revenues and 29% of the Company's total segment operating profit for
the year ended December 31, 1993. Motors focuses on the higher-growth light
truck, sports utility vehicle and van segments of the market and currently
supplies products primarily to GM. Other customers include Freightliner Corp.
and Saturn Corporation, and SCSM recently signed a contract with Mercedes-Benz
to produce parts for its new sports utility vehicle commencing in 1996 for the
1997 model year.

Through the purchase of SCSM in 1989 and the expansion of that facility's
press lines, Motors acquired a modernized stamping facility covering an area of
more than 900,000 square feet. Unlike many of its competitors, SCSM presently
has the equipment to supply complete assemblies including large stampings and
related assembly parts. SCSM provides a full complement of services, including
design, engineering and manufacturing, which enables the Company to play an
integral role in the development and execution of product programs for its
customers. SCSM's ability to provide customer service, timely delivery and
quality products at competitive prices has resulted in the receipt of GM's "Mark
of Excellence" award.

VEHICULAR OPERATIONS

The vehicular operations generated approximately 5% of the Company's
revenues and 12% of the Company's total segment operating profit during the year
ended December 31, 1993. Yellow Cab is the largest taxicab fleet owner in the
City of Chicago ("Chicago") and, as of March 31, 1994, owned approximately 2,370
or 44% of the 5,400 taxicab licenses ("licenses" or "medallions") available in
Chicago. Yellow Cab's primary business is the leasing of its medallions and
vehicles to independent taxi operators through two programs: the owner-operator
program and the daily lease program. In contrast to the daily lease program, the
owner-operator program, which covers approximately 65% of the medallions owned
by the Company, relieves Yellow Cab of vehicle maintenance and repair costs, as
well as the cost of housing and storing a large fleet. The Company also provides
a variety of other services to taxi drivers and non-affiliated medallion
holders, including insurance coverage through Country and repair and maintenance
services through Chicago AutoWerks.

INSURANCE OPERATIONS

Country generated approximately 3% of the Company's revenues and an
aggregate of $3.9 million of pre-tax income (comprising approximately $2.0
million of segment operating loss and approximately $5.9 million of portfolio
interest income) during the year ended December 31, 1993. During 1993, 67% of
Country's total premium revenue was attributable to non-affiliated
property/casualty lines, primarily workers' compensation, commercial automobile
and commercial multiple peril. The remainder of Country's premium revenues was
attributable to affiliated taxi liability, collision and workers' compensation
insurance in the State of Illinois. Through its longstanding relationship with
Yellow Cab, Country has developed a comprehensive understanding of the
associated risks of taxicab insurance underwriting and

4
<PAGE>
presently is one of the few voluntary providers of such insurance. Country's
strategy is to expand its non-affiliated personal and commercial/casualty
property lines by entering new markets including Southern Illinois and the
states surrounding Illinois while maintaining its affiliated taxi liability and
collision business. Country is currently rated "A" by A.M. Best.

PROPOSED REFINANCING

The Company is implementing a refinancing (the "Refinancing") designed (a)
to increase its liquidity through (i) reduced amortization and interest
requirements and (ii) the removal of certain restrictions on the use of cash
from the Company's subsidiaries providing for more flexible and efficient cash
management and (b) to simplify its corporate structure, thereby enhancing its
ability to obtain future financing. The Refinancing includes the following (all
amounts are as of March 31, 1994):

(A) an initial borrowing of approximately $82.4 million (the "Initial
Borrowing") under the New Credit Facility, the proceeds of which will be
used to repay substantially all of the indebtedness of the Company's
subsidiaries;

(B) the redemption of all of the approximately $132.0 million
outstanding aggregate principal amount of the Company's 12 3/4% Senior
Subordinated Debentures due 2001 (the "12 3/4% Debentures") at 103.18% of
their principal amount, together with accrued and unpaid interest to the
date of redemption (the "12 3/4% Debenture Redemption");

(C) the redemption of all of the approximately $61.3 million outstanding
aggregate principal amount of the Company's Subordinated Discount Debentures
due January 1, 2006 (the "14 1/2% Debentures") at their principal amount,
together with accrued and unpaid interest to the date of redemption (the
"14 1/2% Debenture Redemption");

(D) the redemption of all of the outstanding $30.0 million aggregate
principal amount of the Company's senior notes (the "Existing Notes")
bearing interest at an annual rate of 3.5% above the prime rate of interest,
held by the stockholders of the Company, maturing on the earlier of
September 30, 1997 or the payment in full of certain subsidiary indebtedness
(the "Existing Note Redemption"); and

(E) the redemption for $37.0 million (the "Minority Interest
Redemption") of the minority capital account in Checker Motors Co., L.P.
("Checker L.P.") which was being amortized over a twenty-five year period,
ending in December 2013, with interest at a rate of 7.0%, and any minority
equity interest in Checker L.P.

After consummation of the Minority Interest Redemption, Checker L.P. will be
liquidated and, thereafter, Motors will own directly all of the assets currently
held by Checker L.P., including the vehicular operations, CMC Kalamazoo and the
stock of Country. The operations of Checker L.P. will be conducted by
newly-formed subsidiaries of Motors.

See "Proposed Refinancing," "Use of Proceeds" and "Capitalization."

Before giving effect to the Refinancing, scheduled principal payments on
outstanding indebtedness in each of the five years ending December 31, 1998 are
$19.3 million, $44.4 million, $9.1 million, $54.1 million and $19.6 million,
respectively. After giving effect to the Refinancing, scheduled principal
payments on outstanding indebtedness in each of the next five years would be
$7.1 million, $7.1 million, $7.1 million, $7.1 million and $21.6 million,
respectively. In addition, certain prepayments are required to be made in the
event the Company has Excess Cash Flow (as defined in the New Credit Facility)
or sells any of its capital stock. See "Description of New Credit Facility --
Amortization; Prepayments."

5
<PAGE>
ORGANIZATION

The chart below sets forth the corporate structure of the Company after
giving effect to the Refinancing:
See Appendix 1 for a description of the organizational chart.

6
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Securities Offered................ $165,000,000 principal amount of % Senior Notes Due
2002 and 100,000 Units, each consisting of $1,000
principal amount of % Senior Subordinated Notes Due
2004 and one Warrant to purchase shares of
Common Stock. The Senior Subordinated Notes and the
Warrants will not trade separately until ,
1994 or such earlier date as (1) the Underwriters may
determine or (2) the Warrants become exercisable. See
"Description of Warrants."
Use of Proceeds................... The Company will use the net proceeds from the sale of
the Securities, together with proceeds of an estimated
$82.4 million of initial borrowings under the New Credit
Facility and approximately $22.2 million of its cash
(assuming the Offering had been consummated on March 31,
1994), to (i) redeem all of the outstanding 12 3/4%
Debentures, (ii) redeem all of the outstanding 14 1/2%
Debentures, (iii) redeem the Existing Notes, (iv) retire
substantially all of the indebtedness of the Company's
subsidiaries, and (v) redeem the minority capital
account and any minority interest in Checker L.P. See
"Use of Proceeds," "Proposed Refinancing" and
"Business-Legal Proceedings -- Executive Life
Litigation."
</TABLE>

THE SENIOR NOTES

<TABLE>
<S> <C>
Interest Payment Dates............ and of each year, commencing , 1994.
Mandatory Redemption.............. None.
Optional Redemption............... The Senior Notes are redeemable at the option of the
Company, in whole or in part, at any time on or after
, 1999, at the redemption prices set forth herein,
plus accrued and unpaid interest, if any, to the date of
redemption. See "Description of Notes -- Optional
Redemption."
Security.......................... The Senior Notes will be secured by a pledge of all of
the outstanding capital stock of Great Dane and Motors
on an equal and ratable basis with the obligations
incurred under the New Credit Facility. See "Description
of Notes -- Security."
Ranking........................... The Senior Notes will be senior secured obligations of
the Company and will rank PARI PASSU in right of payment
with all other senior indebtedness of the Company
(including the obligations under the New Credit
Facility) and senior in right of payment to all
subordinated obligations of the Company, including the
Senior Subordinated Notes. However, the Company's
obligations under the New Credit Facility will be
secured by substantially all of the assets of the
Company and the Co-Obligors (including the outstanding
capital stock of Great Dane and Motors). Since the
Company is a holding company, the Senior Notes will also
be effectively subordinated to all existing and future
liabilities (including trade payables and obligations
under the New Credit Facility) of the Company's
subsidiaries. After giving effect to the Refinancing,
the Company would have had an estimated $82.4 million of
secured indebtedness drawn under the New Credit Facility
as of March 31, 1994.
</TABLE>

7
<PAGE>
THE SENIOR SUBORDINATED NOTES

<TABLE>
<S> <C>
Interest Payment Dates............ and of each year, commencing ,
1994.
Mandatory Redemption.............. None.
Optional Redemption............... The Senior Subordinated Notes are redeemable at the
option of the Company, in whole or in part, at any time
on or after , 1999, at the redemption prices
set forth herein, plus accrued and unpaid interest, if
any, to the date of redemption. In addition, on or prior
to , 1997, the Company may, at its option,
redeem up to 25% of the aggregate principal amount of
the Senior Subordinated Notes outstanding on the date of
the Senior Subordinated Note Indenture with the proceeds
of a Public Offering at a price of % of their
principal amount, plus accrued and unpaid interest, if
any, to the date of redemption, provided that $ in
aggregate principal amount of the Senior Subordinated
Notes remains outstanding immediately following such
redemption. See "Description of Notes -- Optional
Redemption."
Ranking........................... The Senior Subordinated Notes will be senior
subordinated obligations of the Company and will be
subordinated in right of payment to all senior
indebtedness (including, without limitation, the Senior
Notes and the obligations under the New Credit
Facility); PROVIDED, HOWEVER, that the Senior
Subordinated Notes will rank senior in right of payment
to all existing and future indebtedness of the Company
that is expressly subordinated to senior indebtedness
except for any future indebtedness of the Company which
expressly provides that it is PARI PASSU with the Senior
Subordinated Notes (and, until redemption thereof, the
12 3/4% Debentures). Since the Company is a holding
company, the Senior Subordinated Notes will also be
effectively subordinated to all existing and future
liabilities of the Company's subsidiaries. After giving
effect to the Refinancing, the Company would have had
outstanding $247.4 million of indebtedness at March 31,
1994 ranking senior in right of payment to the Senior
Subordinated Notes, and there would have been no
indebtedness junior to the Senior Subordinated Notes.
</TABLE>

GENERAL PROVISIONS OF THE NOTES

<TABLE>
<S> <C>
Change of Control................. Upon a Change of Control (as defined in the indentures
governing the Notes (the "Indentures")), each holder of
the Notes may require the Company to repurchase all or a
portion of such holder's Notes at a purchase price equal
to 101% of the principal amount thereof, plus accrued
and unpaid interest, if any, to the date of repurchase.
See "Description of Notes -- Change of Control."
Certain Restrictions.............. The Indentures will contain covenants with respect to
the following matters: (i) limitations on additional
indebtedness; (ii) limitations on restricted payments;
(iii) limitations on transactions with affiliates; (iv)
limitations on compensation paid to
</TABLE>

8
<PAGE>

<TABLE>
<S> <C>
certain affiliates; (v) the application of the proceeds
of certain asset sales (including the obligation under
certain circumstances to repurchase the Notes with such
proceeds); (vi) limitations on liens; (vii) limitations
on guarantees by subsidiaries; (viii) limitations on the
issuance and sale of capital stock of subsidiaries; (ix)
limitations on dividends and other payment restrictions
affecting subsidiaries; and (x) restrictions on mergers,
consolidations and transfers of all or substantially all
of the assets of the Company to another person. In
addition, the Senior Subordinated Note Indenture will
prohibit the incurrence of indebtedness that is
subordinated to any senior indebtedness and senior to
the Senior Subordinated Notes. See "Description of Notes
-- Certain Covenants."
Original Issue Discount........... The Senior Subordinated Notes will be issued with
original issue discount for federal income tax purposes.
As a result, purchasers of Senior Subordinated Notes
will be required to recognize such original issue
discount as ordinary income in advance of the receipt of
the cash payments to which such income is attributable.
See "Certain Federal Income Tax Consequences."
</TABLE>

THE WARRANTS

<TABLE>
<S> <C>
Warrants.......................... Each Warrant will entitle the holder thereof to purchase
shares of Common Stock of the Company at an exercise
price of $.01 per share. The Warrants will entitle the
holders thereof to purchase, in the aggregate,
approximately % of the Common Stock of the Company on a
fully diluted basis as of the date of issuance of the
Warrants. The number of shares of Common Stock
purchasable upon the exercise of the Warrants will be
subject to adjustment in certain circumstances as
provided in the Warrant Agreement.
Exercise.......................... The Warrants will become exercisable (an "Exercise
Event") on , 1999, or upon the earlier
occurrence of (1) a Change of Control or (2) a Public
Offering.
Expiration........................ , 1999.
</TABLE>

RISK FACTORS

In addition to the other information contained in this Prospectus,
prospective purchasers of the Securities should carefully consider the matters
set forth under "Risk Factors" prior to making an investment decision.

9
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The summary consolidated financial information set forth below is derived
from the consolidated financial statements of the Company for the years ended
December 31, 1989, 1990, 1991, 1992 and 1993, which have been audited by Ernst &
Young, independent auditors, and from the consolidated financial statements of
the Company for the three-month periods ended March 31, 1993 and 1994. The
summary consolidated financial information provided for the three-month periods
reflects all adjustments (consisting of normal recurring accruals) considered
for a fair presentation of such data. The results of interim periods may not be
indicative of results for the full year. The following summary information
should be read in conjunction with the Company's Consolidated Financial
Statements and Notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
---------------------------------------------------------------- ----------------------
1989 1990 1991 1992 1993 1993 1994
--------- ------------ --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues:
Trailer Manufacturing............ $ 575,793 $ 491,532 $ 400,196 $ 536,336 $ 711,862 $ 153,623 $ 215,050
Automotive Products.............. 99,886 133,401 84,401 112,631 127,925 34,685 38,253
Vehicular Operations............. 44,404 45,006 43,527 40,580 42,103 10,262 10,518
Insurance Operations............. 18,304 23,272 27,142 27,186 27,436 6,363 7,859
--------- ------------ --------- --------- --------- --------- ---------
Total Revenues................... $ 738,387 $ 693,211 $ 555,266 $ 716,733 $ 909,326 $ 204,933 $ 271,680
--------- ------------ --------- --------- --------- --------- ---------
--------- ------------ --------- --------- --------- --------- ---------
Segment Operating Profit (Loss):
(1)
Trailer Manufacturing............ $ 26,508 $ 13,109(2) $ 7,059 $ 17,590 $ 32,381 $ 5,144 $ 14,300
Automotive Products.............. 10,561 9,669 (4,237) 11,622 15,306 4,491 5,409
Vehicular Operations............. 9,437 9,751 7,139 5,727 6,251 1,323 1,330
Insurance Operations (3)......... (190) (980) (2,872) (1,557) (1,947) (450) (710)
--------- ------------ --------- --------- --------- --------- ---------
Total Segment Operating Profit... 46,316 31,549 7,089 33,382 51,991 10,508 20,329
Corporate Expenses................. (7,457) (8,115) (4,398) (4,396) (4,646) (1,192) (938)
Interest Expense (4)............... (57,879) (61,596) (47,425) (42,726) (41,614) (10,465) (10,044)
Interest Income.................... 15,494 14,696 11,634 8,895 7,396 2,018 1,660
Other Income (Expense)............. 4,704 (941) (1,078) (2,023) 3,494 991 604
Special Charge (5)................. -- -- -- -- (7,500) -- --
--------- ------------ --------- --------- --------- --------- ---------
Income (Loss) Before Minority
Equity, Income Taxes,
Extraordinary Items and Accounting
Changes........................... 1,178 (24,407) (34,178) (6,868) 9,121 1,860 11,611
Minority Equity.................... (2,424) (2,296) 1,931 -- -- -- --
Income Tax Benefit (Expense)....... (610) 6,429 5,241 (687) (5,757) (2,604) (5,225)
Extraordinary Items (6)............ 4,799 27,749 31,188 -- -- -- --
Accounting Changes (7)............. -- -- -- -- (46,626) (46,626) --
--------- ------------ --------- --------- --------- --------- ---------
Net Income (Loss).................. $ 2,943 $ 7,475 $ 4,182 $ (7,555) $ (43,262) $ (47,370) $ 6,386
--------- ------------ --------- --------- --------- --------- ---------
--------- ------------ --------- --------- --------- --------- ---------
OTHER DATA:
Total Depreciation and Amortization
Expense (8)....................... $ 48,149 $ 49,791 $ 26,401 $ 26,506 $ 28,089 $ 6,747 $ 6,882
Capital Expenditures............... 20,513 21,564 16,457 17,549 20,006 7,843 6,903
EBITDA (9)......................... 80,200 61,940(2) 38,304 60,889 84,658 18,675 28,070
Ratio of EBITDA to Cash Interest
Expense (4)....................... 2.6x 1.7x -- 1.5x 2.1x 1.9x 2.9x
Ratio of Earnings to Fixed Charges
(10).............................. 1.0x -- -- -- 1.2x 1.2x 2.1x
Pro Forma Ratio of EBITDA to Cash
Interest Expense (11)............. -- -- -- -- 2.2x -- 2.9x
Pro Forma Ratio of Earnings to
Fixed Charges (12)................ -- -- -- -- 1.2x -- 2.0x
</TABLE>

(CONTINUED ON FOLLOWING PAGE)

10
<PAGE>

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
---------------------------------------------------------------- ----------------------
1989 1990 1991 1992 1993 1993 1994
--------- ------------ --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
BALANCE SHEET DATA:
<S> <C> <C> <C> <C> <C> <C> <C>
Working Capital.................... $ 68,829 $ 81,111 $ 48,559 $ 51,091 $ 51,136 $ 61,119 $ 30,339
Property, Plant and Equipment --
Net............................... 134,691 133,116 125,681 119,492 122,355 129,274 123,111
Total Assets....................... 536,084 537,677 481,305 493,763 517,336 514,779 527,158
Long-Term Debt (Including Current
Maturities)....................... 405,167 376,692 312,324 305,368 291,273 316,028 287,113
Shareholders' Deficit.............. (111,799) (104,745) (98,374) (106,296) (149,517) (153,355) (143,538)
<FN>
- ------------------
(1) Segment operating profit (loss) is segment gross profit (loss) less segment
selling, general and administrative expenses.
(2) After deducting $7,500 of plant restructuring costs.
(3) Segment operating profit for the insurance operations does not include
portfolio interest income.
(4) Interest expense includes (dollars in thousands):
</TABLE>

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------------------------------- --------------------
1989 1990 1991 1992 1993 1993 1994
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash interest expense...................... $ 30,873 $ 36,556 $ 46,081 $ 41,251 $ 39,948 $ 10,068 $ 9,577
Amortization of debt discount.............. 26,638 24,690 1,045 1,181 1,372 324 393
Amortization of debt expense............... 368 350 299 294 294 73 74
--------- --------- --------- --------- --------- --------- ---------
Total Interest Expense................. $ 57,879 $ 61,596 $ 47,425 $ 42,726 $ 41,614 $ 10,465 $ 10,044
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
<FN>
(5) Represents cost to the Company of the settlement of certain litigation with
the Boeing Company. See "Business -- Legal Proceedings -- Boeing Litigation"
and Note H to Notes to Consolidated Financial Statements -- December 31,
1993.
(6) Extraordinary items in all years relate to the gain or loss on the
repurchase of indebtedness. See Note L to Notes to Consolidated Financial
Statements -- December 31, 1993.
(7) The accounting changes represent the cumulative effect of changes in
accounting principles as a result of the adoption, as of January 1, 1993, of
the provisions of Statement of Financial Accounting Standards ("SFAS") No.
106, "Employers Accounting for Postretirement Benefits Other Than Pensions,"
and SFAS No. 109, "Accounting for Income Taxes." See Notes I and K to Notes
to Consolidated Financial Statements -- December 31, 1993.
(8) Total depreciation and amortization expense includes (dollars in thousands):
</TABLE>

<FN>

(9) EBITDA represents income (loss) before minority equity, income taxes,
extraordinary items and accounting changes plus cash interest expense, total
depreciation and amortization expense and special charges. The Company
believes that EBITDA provides useful information regarding the Company's
ability to service its debt; however, EBITDA does not represent cash flow
from operations and should not be considered as a substitute for net income,
as an indicator of the Company's operating performance or for cash flow as a
measure of liquidity.
(10) For purposes of calculating the ratio of earnings to fixed charges, earnings
consist of income before minority equity, income taxes, extraordinary items,
accounting changes and fixed charges. Fixed charges consist of (i) cash
interest expense, (ii) amortization of debt discount and debt expense, and
(iii) that portion of operating lease rental expense which is representative
of the interest factor (deemed by management to be one-third of rental
expense). The Company's earnings were insufficient to cover fixed charges by
(in thousands) $24,407, $34,178 and $6,868 for the years ended December 31,
1990, 1991 and 1992, respectively.
(11) The adjustments made to the historical ratios of EBITDA to cash interest
expense to arrive at the pro forma ratios were to give effect to the
Refinancing as if it had occurred as of the first day of the period. No
adjustments have been made to reflect interest which will accrue on the
12 3/4% Debentures and the 14 1/2% Debentures during the requisite 30-day
notice periods.
(12) The only adjustments made to the historical ratio of earnings to fixed
charges to arrive at the pro forma ratio were to give effect to the change
in fixed charges resulting from the Refinancing.
</TABLE>

11
<PAGE>
RISK FACTORS

Prospective purchasers of the Securities should evaluate the following
factors, as well as the other information set forth in this Prospectus, before
making an investment in the Securities.

SUBSTANTIAL LEVERAGE

The Company currently is and, following the completion of the Refinancing,
will continue to be substantially leveraged. After giving effect to the
Refinancing, the Company's consolidated indebtedness would have been $347.4
million at March 31, 1994. See "Proposed Refinancing," "Use of Proceeds,"
"Capitalization," and "Selected Consolidated Financial Data." In addition, the
Company anticipates that the revolving credit portion of the New Credit Facility
would have provided approximately $49.6 million of available additional funds at
March 31, 1994, as determined by a formula based on accounts receivable and
inventory, subject to the Company's ability to meet certain financial tests.

Based upon its current level of operations and anticipated growth, the
Company believes that available cash flow, together with available borrowings
under the New Credit Facility, will be adequate to meet the Company's
anticipated requirements for working capital, capital expenditures, interest
payments and amortization of the New Credit Facility. There can be no assurance,
however, that the Company's businesses will continue to generate cash flow at or
above current levels or otherwise in sufficient amounts to pay the principal and
interest on the Notes or to satisfy the Company's obligations to repurchase the
Notes in the event of a Change of Control.

The degree to which the Company is leveraged could have important
consequences to holders of the Notes, including, but not limited to, the
following: (i) the Company's ability to obtain additional financing for working
capital, capital expenditures, acquisitions, general corporate purposes,
refinancing of indebtedness or other purposes may be impaired; (ii) a
substantial portion of the Company's cash flow from operations must be dedicated
to the payment of the principal of and interest on its indebtedness, thereby
reducing the funds available to the Company for its operations; (iii) the
Company is more highly leveraged than certain of its competitors, which may
place the Company at a competitive disadvantage; (iv) certain of the Company's
borrowings are and will continue to be at variable rates of interest, which
could result in higher interest expenses in the event of increases in interest
rates; and (v) the Company's high degree of leverage may make it more vulnerable
to economic downturns and may limit its ability to withstand competitive
pressures.

RANKING OF THE NOTES; HOLDING COMPANY STRUCTURE

The Senior Notes will be senior obligations of the Company and will rank
PARI PASSU in right of payment with all other existing and future senior
indebtedness of the Company (including, without limitation, the New Credit
Facility) and senior in right of payment to all subordinated obligations of the
Company. After giving effect to the Refinancing, the Company would have had
approximately $82.4 million of indebtedness outstanding at March 31, 1994
ranking PARI PASSU in right of payment with the Senior Notes. The Senior
Subordinated Notes will be senior subordinated obligations of the Company and
will be subordinated in right of payment to all existing and future senior
indebtedness of the Company (including, without limitation, the Senior Notes and
the New Credit Facility). After giving effect to the Refinancing, the Company
would have had $247.4 million of indebtedness outstanding at March 31, 1994
ranking senior in right of payment to the Senior Subordinated Notes. See
"Description of New Credit Facility" and "Description of Notes."

Since the Company is a holding company, the Notes will be effectively
subordinated to all existing and future liabilities (including trade payables
and obligations under the New Credit Facility) of the Company's subsidiaries.
All of the Company's operations are conducted, substantially all of the tangible
assets of the Company are held by, and all of the Company's operating revenues
were derived from, operations of the subsidiaries. Therefore, the Company's
ability to make interest and principal payments when due to holders of the
Notes, or to repurchase the Notes in the event of a Change of Control, is
entirely dependent upon the receipt of sufficient funds from its subsidiaries.
The Company's subsidiaries

12
<PAGE>
are separate and distinct legal entities and have no obligations, contingent or
otherwise, to pay any amounts due pursuant to the Notes or to make any funds
available therefor, whether in the form of loans, dividends or otherwise.

Under the New Credit Facility, Subsidiaries of the Company are generally
permitted to pay dividends or make other distributions or loans to the Company
in order to make scheduled principal and interest payments on the Notes (but not
any accelerated payments, including if the Company is required to repurchase
Notes upon a Change of Control or, under certain circumstances, after the sale
of assets as described under "Description of Notes -- Certain Covenants");
PROVIDED, HOWEVER, that no such dividends or other distributions or loans will
be permitted (i) if a payment default is continuing under the New Credit
Facility or a change in control (as defined in the Loan Agreement) or certain
events of insolvency occur, or (ii) upon the occurrence of a default under the
New Credit Facility (other than a default described in (i) above) until the
earlier of (a) the 179th day following delivery of notice of such occurrence to
the Company or (b) the curing or waiving of such other default. Notwithstanding
the foregoing, the holders of the Notes are not restricted under the terms of
the Indentures from accelerating the Indebtedness thereunder upon the happening
of an event of default under the Indentures.

In addition, because the obligations under the New Credit Facility are
secured by substantially all of the assets of the Co-Obligors (as compared to
only the common stock of Great Dane and Motors in the case of the Senior Notes),
the Notes will be effectively subordinated to the Company's obligations under
the New Credit Facility. After giving effect to the Refinancing, the
subsidiaries of the Company would have had total liabilities (including trade
payables and obligations under the New Credit Facility) of $375.5 million at
March 31, 1994. In the event of the dissolution, bankruptcy, liquidation or
reorganization of ICC, the holders of the Notes may not receive any payments
with respect to the Notes until after the payment in full of the claims of the
creditors of the Company's subsidiaries, including the lenders under the New
Credit Facility.

The Senior Notes will be secured solely by a pledge of all of the
outstanding capital stock of Great Dane and Motors (the "Collateral"), on an
equal and ratable basis with the obligations incurred under the New Credit
Facility. There can be no assurance that the proceeds of any sale of Collateral
would be sufficient to satisfy payments due on the Senior Notes, particularly
since the obligations incurred under the New Credit Facility are also secured by
substantially all of the assets of the Company and the Co-Obligors. In addition,
the ability of the holders of the Senior Notes to realize upon the Collateral
may be subject to certain bankruptcy limitations in the event of a bankruptcy of
the Company. See "Description of Notes -- Security" and "-- Certain Bankruptcy
Limitations."

COMPETITION

Two of the Company's primary businesses, trailer manufacturing and
automotive products manufacturing, are highly competitive. The Company competes
with other truck trailer manufacturers and automotive stamping companies of
varying sizes (including the in-house capabilities of certain automotive
manufacturers), some of which have greater financial resources than the Company.
In addition, barriers to entry in the truck trailer manufacturing industry are
low and, therefore, it is possible that additional competitors could enter the
market at any time. Although Great Dane is presently the largest manufacturer in
the truck trailer industry, there can be no assurance that it will be able to
maintain or increase its market share.

CYCLICAL BUSINESS

The truck trailer industry is dependent on the trucking industry in general
and the automotive parts industry is dependent on the automotive industry. Poor
economic conditions in either industry could have a material adverse effect on
the Company. Sales of new truck trailers have historically been subject to
cyclical variations based both on general economic conditions and a five to
seven-year replacement cycle. The poor economic conditions in the United States
in 1990 and 1991 had an adverse effect on industry-wide demand for new truck
trailers, causing industry shipments of new truck trailers to fall to their
lowest level since 1983. Although sales have rebounded from these low levels,
there can be no assurance that such growth will continue.

13
<PAGE>
GOVERNMENT REGULATIONS OF TRUCK TRAILERS

The federal government regulates certain safety features incorporated in the
design of truck trailers. Changes or anticipation of changes in these
regulations can have a material impact on the cost of manufacturing truck
trailers and on Great Dane's customers and may adversely affect the financial
condition of the Company.

RELIANCE ON MAJOR CUSTOMERS

Great Dane has entered the container manufacturing business in reliance on a
large order from J.B. Hunt. There can be no assurance that Great Dane will be
able to attract other substantial customers for these products. J.B. Hunt
accounted for approximately 13% of Great Dane's revenues for the year ended
December 31, 1993.

The Company's automotive products operations rely heavily on sales to GM.
For the year ended December 31, 1993, sales to GM accounted for approximately
95% of the automotive products operations' revenues and approximately 13% of the
Company's revenues. The automotive products industry has experienced increased
pricing pressure from OEMs which are taking aggressive measures to reduce their
operating costs, including significant price reductions from suppliers. Although
opportunities for new business may arise for Motors as a result of GM's pressure
on other suppliers, future earnings of this segment of the Company's business
may be materially adversely affected by the price reductions required or
requested by GM or by decisions by GM to utilize its own facilities to
manufacture these products. Although GM provides 13 week forecasts of its
purchasing requirements, changes in its production may result in changes to
these requirements. In addition, although the Company is attempting to diversify
its customer base, there can be no assurance that the Company will be able to
reduce its reliance on GM in the foreseeable future.

CONTROL OF THE COMPANY

David R. Markin owns 32.5% of the common stock of the Company and each of
three other individuals owns 22.5% of the Common Stock. Therefore, Mr. Markin,
together with any one of the three other stockholders, or the other three
stockholders acting together, effectively has control of the Company and would
have sufficient voting power to determine the outcome of any corporate
transaction or other matter requiring stockholder approval.

ENVIRONMENTAL MATTERS

The Company's operations are subject to numerous federal, state and local
laws and regulations pertaining to the discharge of materials into the
environment. The Company has taken steps related to such matters in order to
minimize the risks of potentially harmful aspects of its operations on the
environment. From time to time, the Company has incurred expenses to improve its
facilities in accordance with applicable laws. Great Dane has changed its
manufacturing process to comply with new regulations controlling the emission of
chlorofluorocarbons.

The Company also remains obligated to indemnify purchasers of prior
subsidiaries for environmental contamination, if any, of properties owned by
such subsidiaries. The Company's expenditures related to the foregoing
environmental matters and indemnification obligations have not had, and the
Company does not currently anticipate that such expenditures will have, a
material adverse effect on the Company's financial condition, although there can
be no assurance that this will remain the case.

IMPACT OF CITY REGULATION AND EXPIRATION OF ANNUAL LIMIT ON NEW MEDALLION
ISSUANCE

The City of Chicago ("Chicago") regulates Yellow Cab's operations through
rates of fare, maintenance, lease rates, insurance and inspection requirements,
as well as through taxes, license fees and other means. Chicago has recently
given the Commissioner of Consumer Services broad powers to set maximum lease
rates, which, in certain instances, have been set at lower rates than those
currently charged by Yellow Cab. Although Yellow Cab has filed a petition for
higher rates than those set by the Commissioner and is allowed to continue
charging its current rates pending action on its petition, there can be no
assurance that it will be successful or that in the future it will be able to
pass through any increased costs by lease rate increases or other means.

14
<PAGE>
The agreement between Yellow Cab and Chicago, pursuant to which increases in
the total number of outstanding medallions in Chicago are limited to a maximum
of 100 annually, expires on December 31, 1997. There can be no assurance as to
how many medallions Chicago will issue after the expiration of the agreement,
nor as to the effect, if any, on the Company, of such issuance, including the
effect on medallion values. Although Yellow Cab has sold medallions during the
past year at selling prices of approximately $38,000 per medallion, there can be
no assurance that such values will continue to prevail in the market, especially
after December 31, 1997. See "Business -- Vehicular Operations -- Regulatory
Issues."

FRAUDULENT CONVEYANCE RISK

The incurrence by the Company of indebtedness under the Notes may be subject
to review under federal and state fraudulent conveyance laws if a bankruptcy,
reorganization or rehabilitation case or similar proceeding is commenced or a
lawsuit is commenced by or on behalf of unpaid creditors of the Company. Under
these laws, if a court were to find that, at the time the indebtedness under the
New Credit Facility was incurred or the Notes were issued, (a) the Company
incurred such indebtedness or issued the Notes with the intent of hindering,
delaying or defrauding current or future creditors or (b)(i) the Company
received less than reasonably equivalent value or fair consideration for
incurring such indebtedness or issuing the Notes, and (ii) the Company (A) was
insolvent or was rendered insolvent by reason of the incurrence of such
indebtedness or the issuance of the Notes, (B) was engaged, or about to engage,
in a business or transaction for which its assets constituted unreasonably small
capital, (C) intended to incur, or believed that it would incur, debts beyond
its ability to pay as such debts matured (as all of the foregoing terms are
defined in or interpreted under relevant fraudulent conveyance laws) or (D) was
a defendant in an action for money damages or had a judgment for money damages
docketed against it (if, in either case, after final judgment the judgment is
unsatisfied), such court could avoid or subordinate the Notes to presently
existing and future indebtedness of the Company and take other action
detrimental to the holders of the Notes, including, under certain circumstances,
invalidating the Notes.

The measure of insolvency for purposes of the foregoing considerations will
vary depending upon the law of the jurisdiction which is being applied in any
such proceeding. Generally, however, the Company would be considered insolvent
if, at the time it incurred the indebtedness under the New Credit Facility or
incurred the indebtedness constituting the Notes either (i) the fair market
value (or fair saleable value) of its assets is less than the amount required to
pay the probable liability on its total existing debts and liabilities
(including contingent liabilities) as they become absolute and matured or (ii)
it is incurring debt beyond its ability to pay as such debt matures. The Company
believes that it is receiving fair consideration for its incurrence of
indebtedness under the New Credit Facility and its issuance of the Notes and
that it will not be rendered insolvent thereby.

POTENTIAL LACK OF FUNDING FOR CHANGE OF CONTROL OFFER

In the event of a Change of Control, the Company will be required, subject
to certain conditions, to offer to purchase all outstanding Notes at a purchase
price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest to the date of repurchase. After giving effect to the Refinancing, the
Company may not have sufficient funds available to purchase all of the
outstanding Notes were they to be tendered in response to an offer made as a
result of a Change of Control. In addition, the Company's ability to repurchase
the Notes upon the occurrence of a Change of Control will be restricted by the
New Credit Facility. Further, rights of the holders of the Senior Subordinated
Notes upon the occurrence of a Change of Control will be subordinate to the
rights of the holders of the Senior Notes. See "Description of Notes -- Certain
Covenants -- Purchase of Notes Upon a Change of Control."

DIVIDEND POLICY

ICC has not paid cash dividends on its capital stock in recent years and
does not intend to pay cash dividends on the Common Stock in the foreseeable
future. Furthermore, the Company's ability to pay dividends is limited by the
Indentures and prohibited by the New Credit Facility.

15
<PAGE>
CERTAIN ISSUES RELATING TO ORIGINAL ISSUE DISCOUNT

The Senior Subordinated Notes will be issued with original issue discount
for federal income tax purposes. For purposes of computing original issue
discount, the Senior Subordinated Notes and the Warrants will be treated as a
Unit and the issue price of the Unit will be allocated between the Senior
Subordinated Notes and the Warrants. As a result, purchasers of Senior
Subordinated Notes will be required to recognize such original issue discount as
ordinary income in advance of the receipt of the cash payments to which such
income is attributable. See "Certain Federal Income Tax Consequences" for a more
detailed discussion of the federal income tax consequences to the purchasers of
the Units.

If a bankruptcy case is commenced by or against the Company under Title 11
of the United States Code, as amended (the "Bankruptcy Code"), the claim of a
holder of Senior Subordinated Notes with respect to the principal amount thereof
may be limited to an amount equal to the sum of (i) the portion of the original
issue price of the Units allocable to the Senior Subordinated Notes ($ per
$1,000 Unit purchase price) and (ii) that portion of the original issue discount
that is not deemed to constitute "unmatured interest" for purposes of the
Bankruptcy Code. "Unmatured interest" means that portion of the original issue
discount that was not amortized as of the date of the bankruptcy filing. The
amortized amount determined by a bankruptcy court may not be the same amount
previously included in income by the holder for federal income tax purposes.

ABSENCE OF PUBLIC MARKET

The Securities constitute new issues of securities with no established
trading market. In addition, the Common Stock into which the Warrants are
exercisable are presently held by four individuals. Although the Company intends
to apply to list the Notes on the American Stock Exchange, there can be no
assurance that such application will be approved. The Company does not intend to
list the Warrants or the Common Stock underlying the Warrants (the "Warrant
Shares"), on any securities exchange or to seek inclusion thereof through the
National Association of Securities Dealers Automated Quotation System. No
assurance can be given that any trading market for the Securities or the Warrant
Shares will develop or, if any such market does develop, as to the liquidity of
the Securities or the Warrant Shares. If the Senior Notes or the Units are
traded after their initial issuance, they may trade at a discount from their
initial offering price depending upon prevailing interest rates, the market for
similar securities, the performance of the Company and other factors. The
Underwriters have informed the Company that they intend to make a market in the
Senior Notes and in the Units until the Separation Date, and in the Notes and
the Warrants thereafter. However, the Underwriters are not obligated to do so,
and any such market making may be discontinued at any time without notice.
Therefore, no assurance can be given as to whether an active trading market will
develop or be maintained. In addition, the Senior Subordinated Notes and the
Warrants will not be separately transferable until the Separation Date and the
Warrants are not exercisable until the occurrence of any Exercise Event. See
"Description of Warrants" and "Underwriting."

16
<PAGE>
PROPOSED REFINANCING

The Company is pursuing the Refinancing in order (a) to increase its
liquidity through (i) reduced amortization and interest payments and (ii) the
removal of certain restrictions on the use of cash from the Company's
subsidiaries providing for more flexible and efficient cash management, and (b)
to simplify its corporate structure, thereby enhancing its ability to obtain
future financing. The Refinancing includes the following primary components: the
Offering, the Initial Borrowing, the 12 3/4% Debenture Redemption, the 14 1/2%
Debenture Redemption, the Existing Note Redemption, the Minority Interest
Redemption, the repayment of subsidiary indebtedness and the liquidation of
Checker L.P., all as described below.

SOURCES AND USES OF FUNDS

The estimated sources and uses of funds which would have been required to
consummate the Refinancing as of March 31, 1994 are as follows:

<TABLE>
<S> <C>
SOURCES OF FUNDS:
(IN THOUSANDS)
Senior Note Offering........................ $ 165,000
Unit Offering............................... 100,000
New Credit Facility......................... 82,375
Company Cash................................ 22,216
-----------
Total....................................... $ 369,591
-----------
-----------
USES OF FUNDS:
(IN THOUSANDS)
Retire Subsidiary Debt...................... $ 85,988
Redemption of 12 3/4% Debentures(1)......... 136,238
Redemption of 14 1/2% Debentures(1)......... 61,347
Existing Note Redemption.................... 30,000
Minority Interest Redemption................ 37,000
Pay Accrued Interest........................ 6,018
Transaction Fees and Expenses............... 13,000
-----------
Total....................................... $ 369,591
-----------
-----------
<FN>
- --------------
(1) Excludes interest which will accrue until the expiration of the requisite
30-day notice periods, and which will be funded through internal cash flow
and/or additional borrowings under the Revolving Facility (as defined
herein).
</TABLE>

NEW CREDIT FACILITY AND REPAYMENT OF SUBSIDIARY INDEBTEDNESS
The New Credit Facility provides for a term loan facility in the amount of
$50.0 million (the "Term Facility") and a revolving credit facility of up to
$95.0 million (the "Revolving Facility"). The Company intends to use the full
amount of the Term Facility and approximately $32.4 million of the Revolving
Facility together with Company cash to retire the following indebtedness of its
subsidiaries (all interest rates and principal amounts are as of March 31,
1994), in each case together with accrued but unpaid interest to the date of the
Initial Borrowing: (a) a term loan maturing in March 1995 with an interest rate
of 7.5%, in the principal amount of approximately $20.4 million; (b) a revolving
loan due in March 1995 with an interest rate of 7.5%, in the principal amount of
approximately $16.9 million; (c) a term loan maturing in July 1996 with an
interest rate of 7.25%, in the principal amount of $5.0 million; (d) a term loan
maturing in April 2008 with an interest rate of 5.0%, in the principal amount of
approximately $10.8 million; (e) a line of credit loan due in September 1994
with an interest rate of 7.0%, in the principal amount of $5.0 million; (f) a
term loan due in September 1997 with an interest rate of 7.25%, in the principal
amount of approximately $21.0 million; and (g) miscellaneous indebtedness in the
aggregate amount of approximately $6.9 million. For a description of certain
terms of the New Credit Facility, see "Description of New Credit Facility." All
amounts set forth above assume that the Refinancing had taken place on March 31,
1994. Any deficiencies in the amounts required to repay such indebtedness will
be funded from increased borrowings under the Revolving Facility and/or Company
cash.

THE OFFERING AND THE HOLDING COMPANY REDEMPTIONS
The net proceeds to the Company from the Offering are estimated to be
approximately $ million after deducting expenses relating to the Offering.
Such net proceeds together with Company funds are intended to be used to redeem
the 12 3/4% Debentures (for which an annual $18.0 million sinking fund payment
would otherwise be due commencing in August 1997) pursuant to the 12 3/4%
Debenture Redemption, the 14 1/2% Debentures pursuant to the 14 1/2% Debenture
Redemption, the Existing Notes

17
<PAGE>
pursuant to the Existing Note Redemption and the Minority Interest pursuant to
the Minority Interest Redemption. The Company intends, simultaneously with the
consummation of the Offering, to issue notices of redemption with respect to the
12 3/4% Debenture Redemption and the 14 1/2% Debenture Redemption. The funds
required for the redemption of the 12 3/4% Debentures and the 14 1/2% Debentures
will be held in escrow until the requisite 30-day notice periods have expired
(during which time interest will continue to accrue) and payment can be made.
Interest on the 12 3/4% Debentures and 14 1/2% Debentures for such 30-day period
is estimated to be approximately $1.4 million, net of estimated interest
earnings from the escrow account. The Existing Note Redemption and the Minority
Interest Redemption will be effected upon the consummation of the Offering.

LIQUIDATION OF CHECKER L.P.

After consummation of the Minority Interest Redemption, Motors will own all
of the equity interests in Checker L.P. To simplify the corporate structure, and
because certain of the tax advantages that existed at the time Checker L.P. was
established no longer exist, Checker L.P. will be liquidated and its assets,
including the vehicular operations, CMC Kalamazoo and the stock of Country will
be distributed to Motors.

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the
Securities are estimated to be approximately $ million after deducting an
estimated $ million in expenses estimated to be incurred in connection with the
Offering.

The Company intends to use the net proceeds of the Offering in the manner
specified in "Proposed Refinancing." See "Proposed Refinancing."

DIVIDENDS

The Company has not, in recent years, paid dividends on the Common Stock,
and does not intend to pay dividends in the foreseeable future. As a holding
company, the ability of the Company to pay dividends is dependent upon the
receipt of dividends or other payments from its subsidiaries. The payment of
dividends by the Company is also limited by the Indentures and prohibited by the
New Credit Facility. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources,"
"Description of Notes" and "Description of New Credit Facility." Any
determination to pay dividends in the future will be at the discretion of the
Company's Board of Directors and will be dependent upon the Company's results of
operations, financial condition, contractual restrictions, and other factors
deemed relevant at that time by the Company's Board of Directors.

18
<PAGE>
CAPITALIZATION

The following table sets forth the unaudited consolidated capitalization of
the Company and its subsidiaries as of March 31, 1994, and as adjusted to give
effect to the Refinancing as described under "Proposed Refinancing" and "Use of
Proceeds." The table should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto appearing elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1994
-----------------------------
HISTORICAL AS ADJUSTED
----------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Cash.............................................. $ 32,608 $ 10,392
----------- ---------------
----------- ---------------
Short-Term Subsidiary Debt........................ $ 5,000 $ 0
----------- ---------------
Long-Term Debt (including current maturities):
New Credit Facility -- Term..................... 0 50,000
-- Revolver.................... 0 32,375
Subsidiary Debt (1)............................. 80,988 0
Existing Notes.................................. 30,000 0
Senior Notes offered hereby..................... 0 165,000
Senior Subordinated Notes offered hereby........ 0 100,000(2)
12 3/4% Senior Subordinated Debentures (net of
unamortized discount).......................... 121,261 0
14 1/2% Subordinated Discount Debentures (net of
unamortized discount).......................... 54,864 0
----------- ---------------
Total Long-Term Debt (including current
maturities).................................. 287,113 347,375
Minority Interest................................. 39,898 0(3)
Shareholders' Deficit:
Common Stock, par value $0.01................... 90 90
Additional paid-in capital (2).................. 14,910 14,910
Retained-earnings deficit....................... (29,831) (41,896)(4)
Notes receivable from shareholders.............. (625) (625)
Amounts paid in excess of Motors' net assets.... (127,748) (127,748)
Unrealized depreciation on Insurance
Subsidiary's investments in certain debt and
equity securities.............................. (334) (334)
----------- ---------------
Total Shareholders' Deficit................... (143,538) (155,603)
----------- ---------------
Total Capitalization........................ $ 188,473 $ 191,772
----------- ---------------
----------- ---------------
<FN>
- --------------

(1) Includes $2.4 million outstanding on a term loan made to SCSM in November
1993, the proceeds of which were used by SCSM to purchase a press.

(2) The Senior Subordinated Notes are being sold as Units with the Warrants. The
fair value of the Warrants, which has not been determined, will be based on
final pricing and such fair value will be credited to additional paid-in
capital with a corresponding reduction in Senior Subordinated Notes.

(3) Reflects redemption of minority interest in Checker L.P. See "Business --
Legal Proceedings -- Executive Life Litigation."

(4) The charge to retained-earnings deficit results from an extraordinary charge
to earnings from:
</TABLE>

<TABLE>
<S> <C>
Write off debt discount on 12 3/4% Debentures............................ $ (10,779)
Write off debt discount on 14 1/2% Debentures............................ (6,483)
Premium paid on repurchase of 12 3/4% Debentures......................... (4,198)
Gain on retirement of minority interest.................................. 2,898
Tax effect of above adjustments.......................................... 6,497
---------

Charge to historical retained-earnings deficit........................... $ (12,065)
---------
---------
</TABLE>

19
<PAGE>
THE COMPANY

ICC is a holding company that is engaged in four principal lines of
business. Great Dane manufactures a full line of truck trailers for the
over-the-road tractor trailer long and short haul markets and containers and
chassis for domestic intermodal shipping. Motors manufactures sheet metal
stampings for automotive components and subassemblies, primarily for GM. Yellow
Cab is currently the largest owner of taxicabs and provider of taxi-related
services in Chicago, Illinois. Country underwrites property and casualty
insurance, including taxicab insurance, workers' compensation and other
commercial and personal lines.

Simultaneously with the consummation of the Offering, the Company will
redeem the minority capital account and any minority equity interest in Checker
L.P. See "Proposed Refinancing -- The Offering and the Holding Company
Redemptions" and "-- Liquidation of Checker L.P.," "Use of Proceeds" and
"Business -- Legal Proceedings -- Executive Life Litigation."

The Company was incorporated in 1959 under the laws of the State of Florida.
The Company currently maintains its principal executive offices at Checker
L.P.'s facility at 2016 North Pitcher Street, Kalamazoo, Michigan 49007 and its
phone number is (616) 343-6121.

20
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected consolidated financial data derived
from the consolidated financial statements of International Controls Corp. and
subsidiaries for the five years ended December 31, 1993, which have been audited
by Ernst & Young, independent auditors. The selected consolidated financial data
for the three-month periods ended March 31, 1993 and 1994, were derived from the
consolidated financial statements of the Company, which reflect all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
such data. The operating results for the three months ended March 31, 1994, are
not necessarily indicative of the operating results for the full year. The
following financial data should be read in conjunction with the Consolidated
Financial Statements and Notes thereto and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------------------------------ ---------------------
1989 1990 1991 1992 1993 1993 1994
--------- ------------ --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues............................... $ 738,387 $ 693,211 $ 555,266 $ 716,733 $ 909,326 $ 204,933 $ 271,680
Cost of Revenues....................... 624,138 584,680 480,543 610,870 778,805 175,631 230,835
--------- ------------ --------- --------- --------- --------- ---------
Gross Profit........................... 114,249 108,531 74,723 105,863 130,521 29,302 40,845
Selling, General and Administrative
Expense............................... 75,390 77,597 72,032 76,877 83,176 19,986 21,454
Plant Restructuring Costs.............. -- 7,500 -- -- -- -- --
--------- ------------ --------- --------- --------- --------- ---------
Income from Operations................. 38,859 23,434 2,691 28,986 47,345 9,316 19,391
Interest Expense (1)................... (57,879) (61,596) (47,425) (42,726) (41,614) (10,465) (10,044)
Interest Income........................ 15,494 14,696 11,634 8,895 7,396 2,018 1,660
Other Income (Expense)................. 4,704 (941) (1,078) (2,023) 3,494 991 604
Special Charge (2)..................... -- -- -- -- (7,500) -- --
--------- ------------ --------- --------- --------- --------- ---------
Income (Loss) Before Minority Equity,
Income Taxes, Extraordinary Items and
Accounting Changes.................... 1,178 (24,407) (34,178) (6,868) 9,121 1,860 11,611
Minority Equity........................ (2,424) (2,296) 1,931 -- -- -- --
Income Tax Benefit (Expense)........... (610) 6,429 5,241 (687) (5,757) (2,604) (5,225)
Extraordinary Items (3)................ 4,799 27,749 31,188 -- -- -- --
Accounting Changes (4)................. -- -- -- -- (46,626) (46,626) --
--------- ------------ --------- --------- --------- --------- ---------
Net Income (Loss)...................... $ 2,943 $ 7,475 $ 4,182 $ (7,555) $ (43,262) $ (47,370) $ 6,386
--------- ------------ --------- --------- --------- --------- ---------
--------- ------------ --------- --------- --------- --------- ---------
OTHER DATA:
Total Depreciation and Amortization
Expense (5)........................... $ 48,149 $ 49,791 $ 26,401 $ 26,506 $ 28,089 $ 6,747 $ 6,882
Capital Expenditures................... 20,513 21,564 16,457 17,549 20,006 7,843 6,903
EBITDA (6)............................. 80,200 61,940(7) 38,304 60,889 84,658 18,675 28,070
Ratio of EBITDA to Cash Interest
Expense (1)........................... 2.6x 1.7x -- 1.5x 2.1x 1.9x 2.9x
Ratio of Earnings to Fixed Charges
(8)................................... 1.0x -- -- -- 1.2x 1.2x 2.1x
</TABLE>

(CONTINUED ON FOLLOWING PAGE)

21
<PAGE>

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
----------------------------------------------------- --------------------
1989 1990 1991 1992 1993 1993 1994
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working Capital........................ $ 68,829 $ 81,111 $ 48,559 $ 51,091 $ 51,136 $ 61,119 $ 30,339
Property, Plant and Equipment -- Net... 134,691 133,116 125,681 119,492 122,355 129,274 123,111
Total Assets........................... 536,084 537,677 481,305 493,763 517,336 514,779 527,158
Long-Term Debt (Including Current
Maturities)........................... 405,167 376,692 312,324 305,368 291,273 316,028 287,113
Shareholders' Deficit.................. (111,799) (104,745) (98,374) (106,296) (149,517) (153,355) (143,538)
<FN>
- ------------------
(1) Interest expense includes (dollars in thousands):
</TABLE>

<FN>

(2) Represents cost to the Company of the settlement of certain litigation with
the Boeing Company. See "Business -- Legal Proceedings -- Boeing
Litigation" and Note H to Notes to Consolidated Financial Statements --
December 31, 1993.
(3) Extraordinary items in all years relate to the gain or loss on the
repurchase of indebtedness. See Note L to Notes to Consolidated Financial
Statements -- December 31, 1993.
(4) The accounting changes represent the cumulative effect of changes in
accounting principles as a result of the adoption, as of January 1, 1993,
of the provisions of Statement of Financial Accounting Standards ("SFAS")
No. 106, "Employers Accounting for Postretirement Benefits Other Than
Pensions," and SFAS No. 109, "Accounting for Income Taxes." See Notes I and
K to Notes to Consolidated Financial Statements -- December 31, 1993.
(5) Total depreciation and amortization expense includes (dollars in
thousands):
</TABLE>

<FN>

(6) EBITDA represents income (loss) before minority equity, income taxes,
extraordinary items and accounting changes plus cash interest expense,
total depreciation and amortization expense and special charges. The
Company believes that EBITDA provides useful information regarding the
Company's ability to service its debt; however, EBITDA does not represent
cash flow from operations and should not be considered as a substitute for
net income, as an indicator of the Company's operating performance or for
cash flow as a measure of liquidity.
(7) After deducting $7,500 of plant restructuring costs.
(8) For purposes of calculating the ratio of earnings to fixed charges,
earnings consist of income before minority equity, income taxes,
extraordinary items, accounting changes and fixed charges. Fixed charges
consist of (i) cash interest expense, (ii) amortization of debt discount
and debt expense, and (iii) that portion of operating lease rental expense
which is representative of the interest factor (deemed by management to be
one-third of rental expense). The Company's earnings were insufficient to
cover fixed charges by (in thousands) $24,407, $34,178 and $6,868 for the
years ended December 31, 1990, 1991 and 1992, respectively.
</TABLE>

22
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

In January 1989, the Company purchased all of the outstanding common stock
of Motors, the general partner of Checker L.P., for a purchase price of $138.8
million (the "Checker Acquisition"). Immediately thereafter, four of the five
former shareholders of Motors purchased, through Checker Holding Corp.
("Holding"), all of the outstanding common stock of the Company for $45 million.
Holding was created solely for the purpose of acquiring the stock of the Company
and was subsequently merged into the Company. Holding was capitalized with an
equity contribution of $15 million and loans aggregating $30 million from the
former Motors shareholders. The Reverse Acquisition has been accounted for as if
Motors had acquired the Company, since there has been no significant change in
control of Motors.

Under generally accepted accounting principles for reverse acquisitions, the
net assets of Motors acquired in the Checker Acquisition could not be revalued
to estimated fair market value. Accordingly, the $127.7 million excess of the
amount paid over the historical book value of Motors' net assets has been
accounted for as a separate component reducing shareholders' equity and is not
subject to amortization.

In August 1989, Motors acquired all of the outstanding common stock of SCSM
for a purchase price of $19.9 million (including expenses of $0.3 million) in
cash for SCSM's stock and $4 million in cash for a noncompete agreement. The
acquisition was funded with proceeds from a new bank loan. In connection with
the acquisition, Motors also assumed, and Checker L.P. guaranteed, $12.7 million
of the seller's obligation to the State of West Virginia. In addition, both
Motors and Checker L.P. guaranteed loans aggregating $5.6 million made by the
State of West Virginia and Volkswagen of America, Inc. to SCSM.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1994, COMPARED TO THREE MONTHS ENDED MARCH 31,
1993:

Revenues increased $66.7 million during the three months ended March 31,
1994, as compared to the same period of 1993. The higher revenues are
principally attributed to higher trailer segment revenues ($61.4 million),
primarily associated with a higher volume of sales of containers and chassis and
trailers. Automotive segment revenues increased $3.6 million during the three
months ended March 31, 1994, as compared to the same period in 1993. General
increases in volume to accommodate automotive customers' demands were the
principal reason for the revenue increases.

The Company's operating profit (gross profit less selling, general and
administrative expenses) increased $10.1 million in the 1994 period compared to
the 1993 period. This increase is attributed to an increase of trailer segment
operating profits ($9.2 million) which is principally due to higher sales of
Great Dane's product lines and improved margins, and an increase of automotive
segment operating profits ($0.9 million) principally due to higher sales.

Income tax expense is higher for financial statement purposes than would be
computed if the statutory rate were used because of state income taxes and the
impact of the reporting of certain income and expense items in the financial
statements which are not taxable or deductible for income tax purposes.

1993 COMPARED TO 1992:

During 1993, revenues increased $192.6 million and gross profit increased
$24.7 million as compared to 1992. The trailer segment and the automotive
segment operations benefited from increased demand for their products. Trailer
segment revenues increased by $175.5 million as compared to 1992, primarily due
to the sale of containers and chassis which were introduced in late 1992 and
sold principally to one customer, and a higher volume of truck trailer sales.
Automotive segment revenues increased $15.3 million as compared to 1992.
Increased production of the General Motors Blazer and Suburban models and Crew
Cab products and other general increases in volumes to accommodate automotive
customers' demands are the principal reasons for the increase. Vehicular segment
revenues

23
<PAGE>
increased $1.5 million in 1993 as compared to 1992. The increase was attributed
to lease rate increases obtained in 1993 to cover certain vehicular segment cost
increases. The revenue increase was somewhat offset by the impact of tendering
medallions to Chicago.

The factors impacting sales, as discussed previously, had the effect of
increasing the Company's 1993 operating profit (gross profit less selling,
general and administrative expenses) by $18.4 million as compared to 1992.
Trailer segment operating profit increased by $14.8 million as compared to 1992.
This increase is principally due to higher volumes, partly offset by higher
selling, general and administrative expenses ("S G & A"). Higher volumes were
also the principal reason for an increase of $3.7 million of automotive segment
operating profits as compared to 1992.

S G & A expenses were $6.3 million higher in 1993 as compared to 1992, but
as a percentage of sales, S G & A expense is 1.6 percentage points lower in 1993
as compared to 1992.

Other expenses decreased $5.5 million in 1993 as compared to 1992. The
decrease in expenses resulted primarily from $1.4 million in income from the
settlement of a dispute in 1993 and $2.8 million in income from sales of taxi
medallions in 1993.

On February 8, 1989, the Boeing Company ("Boeing") filed a lawsuit naming
the Company, together with three prior subsidiaries of the Company, as
defendants in Case No. CV89-199MA, United States District Court for the District
of Oregon. In that lawsuit, Boeing sought damages and declaratory relief for
past and future costs resulting from alleged groundwater contamination at a
location in Gresham, Oregon, where the three prior subsidiaries of the Company
formerly conducted business operations. On December 22, 1993, the Company
entered into a settlement with Boeing, settling all claims asserted by Boeing in
the lawsuit. Pursuant to the settlement terms, the Company will pay Boeing $12.5
million over the course of five years, $5 million of which has been committed by
certain insurance carriers in the form of cash or irrevocable letters of credit.
Accordingly, the Company recorded a $7.5 million special charge during 1993 to
provide for the cost associated with this legal proceeding. In accordance with
the settlement agreement, the claims against the Company and the three former
subsidiaries have been dismissed and Boeing has released and indemnified the
Company with respect to certain claims.

1992 COMPARED TO 1991:

During 1992, revenues increased $161.5 million and gross profit increased
$31.1 million as compared to 1991. The trailer and the automotive segment
operations were positively impacted by increased demand for their products.
Trailer segment revenues increased by $136.1 million as compared to 1991,
primarily resulting from a higher volume of truck trailer sales. Automotive
segment revenues increased $28.2 million as compared to 1991. Increased
production of GM's Blazer and Suburban models and Crew Cab products for the 1993
model year and other general increases in volumes to accommodate automotive
customers' demands were partly offset by a $6.1 million decrease in revenues
associated with the coordination of tooling programs for GM. Vehicular segment
revenues decreased $2.9 million as compared to 1991. The decrease in revenues is
principally attributed to a continuing downturn in taxicab leasing in Chicago,
as well as a decrease in the number of cabs available for lease from Yellow Cab
as a result of the settlement agreement reached with Chicago in 1988. The
negative trend to revenue changes for this segment could continue if the
economic environment does not improve and if the segment is not successful in
continuing to develop new sources of revenue as the settlement agreement
requires the tendering of 100 additional licenses to Chicago in each of the next
five years.

The factors impacting sales, as discussed previously, had the effect of
increasing the Company's 1992 operating profit by $26.3 million as compared to
1991. Trailer segment operating profit increased by $10.5 million as compared to
1991. This increase is principally due to higher volumes, partly offset by
higher selling, general and administrative expenses ("S G & A"). Higher volumes
were also the principal reason for an increase of $15.9 million of automotive
segment operating profits as compared to 1991. Automotive segment S G & A
expenses were only slightly higher in 1992 as compared to 1991. Vehicular
segment operating profits decreased $1.4 million in 1992 compared to 1991 due to
lower revenues.

24
<PAGE>
While efforts were made to reduce vehicular segment operating costs through the
combination of the Company's then existing two taxicab operations in late 1991,
the decrease in revenues previously discussed was not fully offset by decreased
operating and sales, general and administrative costs.

S G & A expenses were $4.9 million higher in 1992 as compared to 1991, but
as a percentage of sales, S G & A expense is 2.2 percentage points lower in 1992
as compared to 1991.

Other expenses increased $0.9 million in 1992 as compared to 1991. Higher
gains realized on investment transactions during 1992 compared to 1991 were
offset by lower gains on sale of assets in 1992 as compared to 1991.

Interest expense was $4.7 million lower in 1992 than in 1991. The decrease
can be attributed to lower interest rates during 1992 compared to 1991 as well
as lower levels of debt outstanding during 1992 compared to 1991.

There is no minority equity expense in 1992 because Executive Life Insurance
Company ("ELIC") was placed into conservatorship in 1991 and as a result, its
interest in Checker L.P. and rights under the Partnership Agreement became
limited to the right to receive the balance of its capital account on April 11,
1991. "See "Business -- Legal Proceedings -- Executive Life Litigation."

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Available cash and cash equivalents, cash flow generated from operations
($66.9 million, $12.4 million, $37.8 million, $25.2 million and $30.7 million
for the years ended December 31, 1989, 1990, 1991, 1992 and 1993, respectively),
proceeds from borrowings and proceeds from the disposal of assets have provided
sufficient liquidity and capital resources for the Company to conduct its
operations.

Effective January 1, 1993, the Company adopted the provisions of SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."
The impact of adopting SFAS No. 106 was a charge to net income of $29.7 million
(net of taxes of $16.5 million) which was recorded as a cumulative effect
adjustment in the quarter ended March 31, 1993.

The Company also adopted the provisions of SFAS No. 109, "Accounting for
Income Taxes," effective January 1, 1993. The impact of adopting SFAS No. 109
was a charge to net income of $16.9 million which was recorded as a cumulative
effect adjustment in the quarter ended March 31, 1993.

During the quarter ended March 31, 1993, the Company adopted the provisions
of SFAS No. 113, "Accounting and Reporting for Reinsurance of Short Duration and
Long Duration Contracts." Because of the type of insurance contracts Country
provides, the adoption of this statement had no impact on earnings; however, it
requires the disaggregation of various balance sheet accounts. For financial
reporting purposes, the 1992 balance sheet and statement of cash flows have been
restated as if SFAS No. 113 were adopted as of the beginning of the earliest
period presented. During the quarter ended March 31, 1994, the Company adopted
the provisions of SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities."

Although the adoption of SFAS Nos. 106, 109, 113 and 115 has collectively
had a significant effect on the Company's financial position, it has not
adversely affected liquidity and capital resources.

Great Dane's debt agreement with certain banks matures in March 1995.
Accordingly, this debt is classified as a current liability at March 31, 1994.
Refinancing is anticipated to be accomplished prior to maturity and,
accordingly, it is not anticipated that working capital will be adversely
affected.

Purchases of property, plant and equipment have averaged approximately $18
million per year over the past three years and have been funded principally by
cash flow generated from operations as well as proceeds from disposals of
assets. Purchases of property, plant and equipment for 1994 are anticipated to
be approximately $26.0 million and are expected to be funded principally by cash
flow generated from operations.

25
<PAGE>
During the fourth quarter of 1993, the Company entered into a settlement of
the Boeing litigation (see "Business -- Legal Proceedings -- Boeing
Litigation"). It is anticipated that the settlement ($12.5 million over five
years) will be paid by the Company through recoveries from insurance carriers,
the sale of assets of certain of the subsidiaries, cash currently on hand and
cash flow generated from operations.

GM, a major customer of the Company's automotive products segment, is
resorting to many measures, including obtaining significant price reductions
from its suppliers, in an effort to reduce its operating costs. Management of
the Company's automotive products segment is currently engaged in discussions
with GM concerning future pricing of parts presently being manufactured.
Automotive products segment management believes that it has adequately provided
in its near-term financial plans for any price reductions which may result from
its current discussions with GM. However, price reductions in excess of those
anticipated could have a material adverse effect on the automotive products
operations.

IMPACT OF INFLATION

Recently, due to competitive market conditions, the Company has been unable
to factor all cost increases into selling prices for its products and services.
The Company does not believe, however, that the impact of inflation affects the
Company any more than it affects the Company's competitors.

26
<PAGE>
BUSINESS

GENERAL

ICC is a holding company that is engaged in four principal lines of
business. Great Dane manufactures a full line of truck trailers for the
over-the-road tractor trailer long and short haul markets and containers and
chassis for intermodal shipping. Motors manufactures sheet metal stampings for
automotive components and subassemblies, primarily for GM. The Company's Yellow
Cab division is currently the largest owner of taxicabs and provider of
taxi-related services in Chicago, Illinois. Country underwrites property and
casualty insurance, including taxicab insurance, workers' compensation and other
commercial and personal lines.

TRAILER MANUFACTURING OPERATIONS
OVERVIEW

Great Dane, which generated approximately 78% of the Company's revenues and
62% of the Company's total segment operating profit for the year ended December
31, 1993, designs, manufactures and distributes a full line of both standard and
customized truck trailers (including dry freight vans, reefers and platform
trailers) and intermodal containers and chassis. In 1993, Great Dane was the
largest manufacturer of truck trailers in the United States with a 12.7% total
market share, including an estimated leading 37.9% share of the reefer market
and a 23.3% share of the intermodal container and chassis market. Great Dane
believes it offers the broadest line of trailers in the industry and emphasizes
the production of customized and proprietary products which generally have
higher margins than more standard products. Great Dane sells and services its
trailers primarily through a nationwide network of branches and independent
dealers to gain access to a diversified customer base.

INDUSTRY OVERVIEW

The new truck trailer industry, with annual revenues of approximately $3.1
billion, is cyclical and competitive and closely tied to overall economic
conditions as well as to regulatory changes. In addition, new truck trailers
have traditionally had a five to seven-year replacement cycle. In 1990 and 1991,
the industry experienced a severe downturn due to the recession in the United
States. The industry recovered in 1992 and 1993 due in large part to the general
improvement in the U.S. economy, the replacement of a large number of truck
trailers sold in the mid-1980's and, to a lesser extent, new regulations in
certain states permitting longer truck lengths.

The national truck trailer market is highly fragmented, with approximately
180 companies operating in the truck trailer manufacturing industry. In 1993,
the two largest companies, Great Dane and Wabash National Corporation, accounted
for approximately 24% of the market and the ten largest companies accounted for
approximately 65% of sales. The basis of competition in the truck trailer
industry is product quality and durability, price, flexibility in design and
engineering, warranties, service and relationships. Due in large part to the
quality of its products and its strong distribution system, the Company believes
that Great Dane has built sustainable competitive advantages in each of these
important areas.

Recently, the transportation industry began shifting toward intermodal
containers and chassis. Since 1988, intermodal container traffic has grown by a
compounded annual growth rate of approximately 10%. "Intermodal" refers to the
transition from one mode of transportation to another and, as used in this
Prospectus, refers to the transition from rail to road. "Intermodal containers,"
as used in this Prospectus, refers to containers which are designed to travel
principally on rail, and which, when removed from the rail car, can be placed on
a chassis for transportation by truck to and from a rail yard. The emphasis on
intermodal transportation is being led by J.B. Hunt, which is integrating rail
and truck support of goods for its end customers on what J.B. Hunt has informed
Great Dane it believes is a more cost-effective basis.

27
<PAGE>
BUSINESS STRATEGIES

Furthermore, during 1992, Great Dane entered the intermodal container and
chassis market as its engineering department, working in conjunction with J.B.
Hunt, one of the largest truckload carriers in the U.S., developed a unique line
of intermodal containers and matching ultra lightweight chassis. Great Dane's
intermodal containers are designed for use on rail but may also be transported
over the road on chassis to and from rail yards. These products enable Great
Dane's customers to take advantage of new double stack intermodal shipping
methods, believed by J.B. Hunt to be the most economical method of hauling
freight over long and intermediate distances. In connection with an
approximately $121 million initial purchase order from J.B. Hunt for these new
intermodal products, the Company installed new assembly lines in three existing
factories and initiated production for the order during the first and second
quarters of 1993. In late 1993 and in 1994, Great Dane received additional
orders of approximately $48 million and $16 million, respectively, from J.B.
Hunt. Although J.B. Hunt's requirements for these containers and chassis will
level off, Great Dane believes that J.B. Hunt's success may lead other carriers
to replace some or all of their trailers with containers and chassis. Great Dane
believes that intermodal transportation, which has been expanding at an
approximately 10% compounded annual growth rate in the United States since 1988,
will provide a significant growth opportunity as carriers replace some or all of
their trailers with containers and chassis.

Great Dane's objectives are to increase its share of the truck trailer
market and capitalize on the growing intermodal market. To achieve these
objectives, Great Dane will continue to emphasize the development of high
quality innovative products and improve the efficiency of its assembly
operations. Great Dane is currently developing and testing a new line of
ultra-lightweight flatbeds, as well as developing a new floor for its reefers.
Great Dane is also presently adapting certain of its assembly lines to produce
either intermodal containers or truck trailers on the same line. In addition,
Great Dane plans to utilize its expanded distribution network and manufacturing
flexibility to broaden its customer base by increasing sales to large customers.

PRODUCTS

GENERAL. Great Dane's principal products include vans, reefers, platform
trailers and intermodal containers and chassis. During 1992 and 1993, the sale
of these products accounted for 80% and 82% of Great Dane's revenues,
respectively. Great Dane's trailers and intermodal containers are manufactured
in sizes ranging from 28 to 57 feet. Great Dane offers 11 versions of its
various trailers and sells virtually all of these versions on a regular basis.
In addition to this standard line of products, its flexible assembly operations
enable Great Dane to customize products for its customers at premium prices.

Set forth below is a description of Great Dane's share of the market for its
principal products during 1993. All figures are based on estimated shipments.

<TABLE>
<CAPTION>
PRODUCT TYPE GREAT DANE UNIT SALES INDUSTRY UNIT SALES GREAT DANE SHARE
- ------------------------------------------------- ---------------------- ------------------- ---------------------
<S> <C> <C> <C>
Vans............................................. 14,132 121,100 11.5%
Reefers.......................................... 8,034 21,200 37.9%
Platform Trailers................................ 1,767 16,200 10.9%
Intermodal Containers and Chassis................ 10,301 44,200 23.3%
</TABLE>

28
<PAGE>

VANS. Vans are used primarily for the transportation of dry freight. Great
Dane believes that it offers the greatest variety of vans in the industry with
four primary styles: sheet and post, aluminum plate, ThermaCube and Fiberglass
Reinforced Plastic Plywood. Great Dane sells vans primarily to for-hire
truckload carriers, private carriers and leasing companies.

Great Dane's highest volume van product is the sheet and post van. These
trailers haul general non-refrigerated freight. Great Dane's models offer custom
design features in order to improve their appearance, durability and resale
value when compared to certain competitors' models.

Great Dane's aluminum plate vans were developed in late 1991. These vans
utilize thicker and more durable sidewalls than sheet and post vans and offer
significantly more interior space since they are constructed without interior
liners. Great Dane's aluminum plate van is considered a premium product and, due
to the current low price of aluminum, is a cost efficient alternative to the
sheet and post van.

Great Dane's ThermaCube van was developed and brought to market in late
1990. The ThermaCube van currently uses a technology licensed to Great Dane by
Graaff KG ("Graaff"), a German limited partnership. The ThermaCube process
involves injecting high density foam between two thin skins of aluminum or other
suitable material and bonding them into a single panel. ThermaCube vans are
lightweight and offer superior width, space, strength and thermal properties.
Since it has completed the maximum royalty payment under its agreement with
Graaff, Great Dane's current and future usage of this technology for trailers is
royalty free.

Fiberglass Reinforced Plastic Plywood vans account for a small percentage of
Great Dane's van sales. They offer increased inside width but are 300 pounds
heavier than sheet and post vans. These vans are very durable and therefore are
used predominantly in large metropolitan areas.

REEFERS. Great Dane's reefers are specialized products that command premium
pricing. The Company believes that it is the largest supplier of reefers in the
industry (with a 37.9% share in 1993) and the only company to offer more than
one type of reefer. Great Dane currently sells three types of reefers: Classic
(either aluminum or stainless steel), Superseal and ThermaCube. The
refrigeration cooling units are not manufactured by Great Dane.

The Classic reefer, essentially a sheet and post reefer, is particularly
suitable for the food distribution market because it has been engineered to
accept numerous structural modifications such as side doors and
multi-temperature refrigeration compartments. Classic reefers are sold primarily
to private carriers and truck leasing companies.

The Superseal reefer is Great Dane's lightweight, lower-priced model. This
product offers fewer options than the Classic reefer but is most popular with
for-hire carriers. Since its purchase by Great Dane in 1988, its market share
has steadily increased due to product improvements and the use of Great Dane's
national distribution network.

Great Dane believes that its proprietary ThermaCube reefer is the most
efficient and technologically advanced reefer in the industry. It offers large
cubic capacity and inside width, side wall strength and superior thermal
properties. It is currently the flagship of two of the largest reefer carriers
in the U.S. and it is gaining popularity among medium-sized carriers.

PLATFORM TRAILERS. Platform trailers are flatbeds or open deck trailers.
Great Dane offers a full line of platform trailers, consisting of drop frame,
extendible, curtained and straight frame trailers. Drop frame flatbeds are
designed for heavy duty hauling where low deck heights are required. Extendible
flatbeds are used for self-supporting loads (e.g., pre-stressed concrete).
Curtainside flatbeds are used where side loading and cover is required. The
primary customers for Great Dane's platform trailers are for-hire material
haulers, which would include steel haulers, pre-stressed concrete carriers and
builders. Great Dane is developing and testing a new line of ultra-lightweight
flatbeds intended to increase substantially its market share.

INTERMODAL CONTAINERS AND CHASSIS. In conjunction with the growth of
intermodal container transportation, Great Dane's engineers developed a
specialized container (which can be double stacked

29
<PAGE>
during rail transport) and chassis that allow a trucking company to haul
containerized loads which are similar in size and weight to those carried on
conventional over the road trailers. These containers use either aluminum plate
or the ThermaCube technology, which is Great Dane's composite wall construction,
to offer greater inside width, higher cubic capacity and greater strength than
can be obtained by conventional sheet and post construction. Further, these
containers are 500 to 1,000 pounds lighter and the chassis are 1,000 to 1,500
pounds lighter than products now in use with similar carrying capacities. The
Company believes that it is one of the two largest U.S. manufacturers of
intermodal containers and chassis and the only domestic producer of reefer
containers. Great Dane is expecting to produce, for J.B. Hunt and others, a
total of approximately 4,700 intermodal containers and a total of 5,400 chassis
in 1994.

SERVICES

GENERAL. Great Dane's business includes aftermarket parts and accessories
sales, used trailer sales and retail services (including repair and maintenance)
which enable it to be a full-service provider. The parts and service operations
have historically been a stable source of higher margin business.

AFTERMARKET PARTS AND ACCESSORIES SALES. Sales of replacement parts and
accessories are an important source of higher margin revenues for Great Dane,
and provide a value-added service which attracts and maintains Great Dane's
customer base. Parts and accessories are marketed through 51 full-line dealers,
19 parts-only dealers and 17 Great Dane-owned branch operations. Dealers and
branches sell parts either over-the-counter or through their respective retail
services.

USED TRAILERS. To be competitive in the sale of new trailers, it is often
necessary to accept used trailers in trade. Great Dane's larger retail branches
employ individuals who are responsible for trade-in appraisals and selling used
trailers. Great Dane believes that its nationwide distribution system provides
it with superior used trailer marketing capabilities.

RETAIL SERVICES. Great Dane owns and operates 17 full-service retail
branches, which provide repair and maintenance services. These retail branches
also provide warranty support to Great Dane's customers.

The chart below sets forth the percentage of Great Dane's total sales and
gross profit represented by each product or service category.

<TABLE>
<CAPTION>
% OF % OF GROSS
SALES PROFITS
-------------------- --------------------
PRODUCT OR SERVICE CATEGORY 1992 1993 1992 1993
- ----------------------------------------------------------------------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
New Truck Trailers and Containers and Chassis...................................... 79.6 82.5 59.4 63.5
Parts Sales........................................................................ 11.1 9.3 25.5 23.0
Used Trailers...................................................................... 6.6 6.0 3.9 3.7
Retail Services.................................................................... 2.7 2.2 11.2 9.8
</TABLE>

BACKLOG

At December 31, 1993, Great Dane's backlog totalled $365 million and
consisted of approximately $295 million of trailer orders and approximately $70
million of container and chassis orders, while at December 31, 1992 the backlog
totalled $255 million and consisted of $134 million and $121 million,
respectively. Great Dane's backlog of truck trailer orders was approximately $70
million at December 31, 1991.

MARKETING, DISTRIBUTION AND SALES

Great Dane believes it has the largest marketing organization in the United
States trailer industry. Sales and comprehensive support service functions are
implemented through 17 Company-owned branches (accounting for 51% of unit sales
excluding J.B. Hunt), 51 independent dealers throughout the United States,
Canada and Mexico (accounting for 49% of unit sales excluding J.B. Hunt), and 19
parts-only dealers. Great Dane's nationwide distribution system enables it to
reach a diversified customer base consisting of: for-hire carriers (such as J.B.
Hunt, Direct Transit, KLLM and Landair), private carriers (such

30
<PAGE>
as Pepsico, Burger King, Publix, Winn Dixie and Food Lion) and leasing companies
(such as Ryder, Penske, Rollins, XTRA and Ruan). Except for J.B. Hunt, no
customer accounted for more than 5% of total revenues in 1993. With the
exception of a small percentage of used trailer sales, all sales are made
through Great Dane's distribution system.

Great Dane's sales force includes approximately 126 sales representatives in
dealerships and 43 sales representatives in its branches. Great Dane's Executive
Vice President of Sales oversees and coordinates the sales effort and is
assisted by five district managers. The Company's sales force is given
incentives to meet revenue and/or profitability targets.

Under an agreement with Associates Corporation of North America
("Associates"), Great Dane has agreed to refer to Associates, until the last
quarter of 1996, those of Great Dane's customers who request financing and Great
Dane has guaranteed 50% of Associates' losses (to a potential maximum of $1.25
million each year) if a trailer is repossessed. Great Dane has not experienced
any material losses under this agreement.

Great Dane provides five year warranties to its customers and estimates its
warranty costs are only 0.8% of its sale price.

MANUFACTURING AND OPERATIONS

MANUFACTURING. Great Dane has four manufacturing facilities, located in
Savannah, Georgia; Memphis, Tennessee; Wayne, Nebraska; and Brazil, Indiana.
Certain of Great Dane's manufacturing operations include flexible assembly lines
that allow Great Dane to customize its products in a cost-efficient manner.

Great Dane exercises strict quality control by screening suppliers and
conducting inspections throughout the production process. Great Dane is
currently implementing a total quality management program that endorses employee
involvement, empowerment and continuous cost improvement.

RESEARCH AND DEVELOPMENT. Great Dane currently employs a corporate
engineering department with 36 employees, which is higher than the industry
average. Great Dane makes extensive use of computer-aided design ("CAD")
technology to support production engineering. Great Dane's use of CAD technology
accelerates the development of product innovations and manufacturing
efficiencies. Great Dane's new products must meet strict quality and durability
standards and must pass strenuous road test procedures. Great Dane believes that
it is the only trailer manufacturer with on-site road simulation testing
capability.

Great Dane is currently developing a new proprietary floor for its
ThermaCube and certain Classic reefers which will eliminate wood components,
thereby increasing the life of the floor, increasing the capacity of the reefer,
simplifying the manufacturing process and reducing the cost to manufacture the
reefer. Great Dane is also developing and testing a new line of
ultra-lightweight flatbeds intended to increase its market share.

SUPPLIES AND RAW MATERIALS. Purchased materials represent approximately 81%
of direct cost of goods sold and are purchased on a centralized basis in order
to achieve economies of scale. Great Dane purchases a variety of raw materials
and sub-assemblies from various vendors with short-term contracts. Aluminum,
wood, tires and steel account for a significant portion of materials costs.
Great Dane has not experienced major shortages in these materials, but prices
may fluctuate. However, Great Dane attempts to minimize purchased material price
fluctuations by utilizing just-in-time inventory systems, thereby coordinating
the purchase of certain materials with customer orders.

ENVIRONMENTAL. Certain of Great Dane's manufacturing processes involve the
emission of chlorofluorocarbons, but Great Dane is changing that process to
comply with new regulations and does not believe that this change will have a
material adverse effect on its operations. The manufacturing process does not
require a large quantity of any material classified as hazardous.

31
<PAGE>
Great Dane is involved in a small number of environmental matters.
Management believes that the expenses associated with Great Dane's involvement
are not material in the aggregate.

PATENTS, LICENSES AND TRADEMARKS

The Company believes its "Great Dane" trademark, which identifies all of its
products, to be of value and to contribute significantly to the wide acceptance
of its products.

AUTOMOTIVE PRODUCTS OPERATIONS
OVERVIEW

Through CMC Kalamazoo and SCSM, Motors operates an automotive parts stamping
facility in Kalamazoo, Michigan and a larger, more modern facility, in South
Charleston, West Virginia, which was acquired in 1989. Motors, together with its
customers, develops, designs and manufactures a broad range of sheet metal
automotive components and subassemblies, including tailgates, fenders, doors,
hoods and roofs, primarily for sale to North American OEMs. These operations
generated approximately 14% of the Company's revenues and 29% of the Company's
total segment operating profit for the year ended December 31, 1993.

INDUSTRY OVERVIEW

The North American automotive parts industry is composed of two distinct
sectors, the original equipment market and the automotive aftermarket.
Substantially all of Motors' sales are to the original equipment market.
Industry factors which affect the automotive segment's current and future
competitiveness, growth and performance include, among others, trends in the
automotive market and policies of OEMs with respect to suppliers.

The overall market for new cars and light trucks in the United States and
Canada is large and cyclical, with a trend line annual growth of 2.3% from 1983
to 1993. While the trend line demand for cars has remained relatively flat over
this period, demand for minivan, sports utility vehicles and light trucks has
grown at a compound annual growth rate of 7.3% over this period. The Company
believes it is well positioned as a supplier of sheet metal components and
subassemblies to the OEMs in this high-growth market segment.

Generally, the OEM selects a supplier to work in conjunction with the OEM's
design team to design and develop a component which will satisfy the OEM's
purchasing standards. OEMs also evaluate and rate suppliers using rigorous
programs which encompass quality, cost control, reliability of delivery, new
technology implementation and overall management leadership and structure. As a
result, new supplier policies have sharply reduced the number of component
suppliers.

Because of ever-increasing global competition, OEMs are continually
upgrading their supplier policies. The OEMs are requiring suppliers to meet ever
stricter standards of quality, overall cost reductions and increased support for
up-front design, engineering and project management. These requirements are
continually accelerating the trend toward consolidation of the OEMs' supplier
base.

MANUFACTURING

Unlike certain of its smaller competitors, SCSM has the equipment and
versatility to produce a wide variety of automotive stamping products, carrying
out substantially all phases of a project under one roof. SCSM produces
approximately 150 products at its over 900,000 square foot modernized facility.
Its principal products include tailgate and liftgate assemblies, door
assemblies, hood assemblies, fender assemblies, wheelhouses, pillars, back
panels, floor panels, deck lids, body side panels, roof outer panels and related
parts. SCSM currently processes 8,000 tons of steel per month for 400 part
numbers and currently ships between 45,000 and 50,000 pieces per day to its
customers from 940 dies. SCSM currently utilizes between 55% and 65% of its
production capacity in terms of equipment load. Volume fluctuations at SCSM are
managed by use of overtime and temporary manpower. Management is pursuing new
long-term commitments to utilize SCSM's available capacity.

The major portion of tooling design, build and prototype for SCSM is
performed by selected suppliers under close supervision. Die maintenance and
engineering changes are completed in SCSM's

32
<PAGE>
own 60,000 square foot die room which houses approximately 60 tool and die
makers. The tool room handles all die maintenance and engineering changes
in-house, including all serious die trouble such as major breaks.

CMC Kalamazoo also fabricates and assembles automotive products for those
jobs whose end product must be delivered in the surrounding Midwest region,
since transportation is a growing cost in this industry.

MARKETING AND CUSTOMERS

The automotive segment focuses on the higher-growth light truck, sports
utility vehicle and van segments of the market and currently supplies products
primarily for GM. At the present time, Motors is supplying parts on the
following GM vehicles: Suburban, Blazer, S-10 Blazer, Crew Cab, M Van (Astro and
Safari), full-size G Van, CK Truck and J Car (Cavalier). The Company has been
advised that GM plans to begin production of a four-door version of the
full-size Blazer. SCSM has supplied the roof module and other parts for the
two-door model for the past two years and is expecting to be GM's supplier of
the roof module for the four-door version. The automotive segment also supplies
parts for GM's services organization.

Management has attempted to broaden its customer base. The effect of that
effort is evidenced by the expansion of the customer base to include, among
others, Freightliner Corp. and Saturn Corporation. In addition, the automotive
segment recently signed a contract with Mercedes-Benz to produce parts for its
new sports utility vehicle for which production is expected to begin in 1996 for
the 1997 model year. Mercedes-Benz is providing the funding necessary for the
tooling to produce these parts.

Shipments of customer orders from both SCSM and CMC Kalamazoo are made on a
daily or weekly basis as required by the customer. GM provides an estimated
13-week shipping forecast which is used for material and fabrication planning
purposes. Nevertheless, changes in production by the customer may be reflected
in increases or decreases of these forecasts.

CMC Kalamazoo and SCSM are committed to customer satisfaction by producing
parts and providing the necessary support systems to assure conformity to
customer requirements. As evidence of success in these areas, SCSM has been
awarded GM's "Mark of Excellence" Award.

VEHICULAR OPERATIONS
OVERVIEW

The vehicular operations generated approximately 5% of the Company's
revenues and 12% of the Company's total segment operating profit during the year
ended December 31, 1993. Yellow Cab is the largest taxicab fleet owner in
Chicago and as of March 31, 1994, owned approximately 2,370 or 44% of the
approximately 5,400 medallions available in Chicago. Yellow Cab's primary
business is the leasing of its medallions and vehicles to independent taxi
operators through two programs: the owner-operator program and the daily lease
program. The Company also provides a variety of other services to taxi drivers
and non-affiliated medallion holders, including insurance coverage through
Country and repair and maintenance services through Chicago AutoWerks.

THE OWNER-OPERATOR AND DAILY LEASE PROGRAMS

Pursuant to Yellow Cab's owner-operator program, an independent,
non-employee taxi operator leases from Yellow Cab a license and vehicle, with an
option to purchase the vehicle beginning at the end of the second year. During
the lease term (generally five years), Yellow Cab receives a weekly lease
payment for the vehicle as well as a weekly fee to cover the use of Yellow Cab's
license and other services provided by Yellow Cab and its affiliates, including
use of its colors and tradename, liability insurance coverage, radio dispatch,
repair and maintenance. Most operators also purchase the required collision
insurance from Country. See "Business-Insurance Operations."

Despite the name of the Yellow Cab "owner-operator program," taxi drivers
participating in the program do not take ownership of the vehicles, unless they
exercise their option to purchase the vehicle at the end of the initial lease
term and, even when the operators take ownership of the vehicle, Yellow

33
<PAGE>
Cab retains ownership of the medallion, which is then transferred to a new
vehicle. Nevertheless, owner-operators take responsibility for the maintenance
and storage of their vehicles and are responsible for compliance with all
Chicago and Yellow Cab regulations. Thus, Yellow Cab is relieved of these
maintenance and repair costs as well as the cost of housing and storing this
significant portion of its large fleet. As of March 31, 1994, approximately 65%
of the Company's medallions were leased under the owner-operator program.

The daily lease program allows drivers to lease a medallion and a vehicle
for 12 hours, 24 hours, or for a weekend. All leases must be paid in advance. As
Yellow Cab has increased its emphasis on the more profitable owner-operator
program, its daily lease program has been used largely as a source and training
operation for new owner-operators. Through a "new licensee introductory offer,"
those recipients of new chauffeurs' licenses who are at least 23 years old may
lease a vehicle and a medallion from Yellow Cab at reduced rates for the first
five days following their receipt of a license. Management believes that Yellow
Cab holds a greater than 75% Share of the total "off-the-street" taxi leasing
market in Chicago.

THE MEDALLIONS

As of March 31, 1994, Yellow Cab owned approximately 2,370 of the roughly
5,400 medallions available in Chicago. In order to retain these licenses, the
Company must comply with the regulations of Chapter 9-112 of the Municipal Code
of Chicago (governing public passenger vehicles), including the payment of
annual taxicab license fees, currently $500 per vehicle.

Pursuant to a 1988 agreement with Chicago to settle various lawsuits, Yellow
Cab is required to relinquish to Chicago and not renew 100 taxicab licenses on
January 1 of each year through 1997 (the "Agreement"). In addition, the
Agreement limits to 100 per year the number of new licenses that Chicago may add
to the total outstanding through 1997, bringing the total number of available
licenses to a maximum of 5,700 on December 31, 1997. At the required surrender
rate, assuming no additional medallions are sold by Yellow Cab, Yellow Cab would
hold approximately 2,070 medallions after January 1, 1997, or approximately 36%
of the maximum total then-to-be outstanding.

The scheduled decline in the number of licenses allowed to be held by Yellow
Cab pursuant to the Agreement has had, and will continue to have, a negative
effect on the revenue-generating capability of the taxi leasing operations.
Although Yellow Cab has been able to offset these declines to some extent
through increases in the average lease rates charged to its customers, in
December 1993, Chicago passed an ordinance which gives the Commissioner of
Consumer Services broad powers to set maximum lease rates. See "-- Regulatory
Issues." The Company has also sought to increase its vehicular operations'
revenues by offering ancillary services to the increasing number of unaffiliated
taxi cab drivers through Chicago AutoWerks. At the same time, as the number of
medallions held by Yellow Cab declines, Yellow Cab will require fewer new
vehicles to support its taxi leasing operations and, consequently, a lower level
of capital spending.

The Agreement has also had the effect of allowing the Company to sell
licenses in the open market for the first time since 1982. In 1993 and the first
quarter of 1994, the Company sold 73 and 4 medallions, respectively, at an
average price of $38,000 each, a historical high. Although the value of Yellow
Cab's fleet of vehicles is reflected on the Company's balance sheet, the
significant value of its medallions is not.

THE VEHICLE FLEET

Under Chicago regulations, no medallion holder may operate a vehicle older
than seven model years. Each year, Yellow Cab orders new vehicles to replace
those that are expected to be removed from service during the next year. Yellow
Cab has given increased emphasis to selling its older used cars during the past
several years. Recent efforts have included a program of increased advertising
and marketing, and the development of this segment of business beyond the
immediate region. At March 31, 1994, Yellow Cab owned approximately 2,370
vehicles at a net book value of $14.0 million (net of depreciation of $19.4
million).

34
<PAGE>
MAINTENANCE, REPAIR AND PARTS SALES
Chicago AutoWerks provides preventive and other maintenance services,
primarily to Yellow Cab and non-affiliated taxi drivers, and also, as a licensed
full-line auto repair shop, to the public. Chicago AutoWerks maintains a body
shop at which major repairs can be made. As an authorized Chevrolet and Ford
warrantor, Chicago AutoWerks also repairs those manufacturers' vehicles that are
under warranty and bills the manufacturers directly.

Chicago AutoWerks serves the dispatching needs of Yellow Cab and
non-affiliated drivers, maintains the radios in their taxicabs and supplies
emergency radio services they require. Chicago AutoWerks also sells automotive
parts.

COMPETITION
Although Yellow Cab is the largest provider of taxicab related services in
Chicago, it faces competition from a number of other medallion owners who lease
medallions and vehicles to independent operators. The most significant of these
competitors are Flash Cab Company and American United Cab Association. Yellow
Cab management believes that each of these competitors owns approximately 150 to
200 medallions although each competitor operates under a variety of individual
cab service names and logos.

LIABILITY INSURANCE
Yellow Cab currently maintains liability insurance coverage for losses of up
to $350,000 per occurrence as well as an "excess layer" of coverage for losses
over $600,000 and up to $29,000,000. The initial $350,000 layer of insurance is
issued by Country. See "Business-Insurance Operations." During several periods
in the past, Yellow Cab did not maintain the level of coverage that Yellow Cab
currently maintains. As a result, there were, as of March 31, 1994, eight
outstanding claims against Yellow Cab for which it is not fully covered by
third-party insurance. As of that date, Yellow Cab maintained balance sheet
reserves totalling approximately $2,650,000 for these claims. Management
believes that these reserves will be sufficient to cover its outstanding claims.

REGULATORY ISSUES
Yellow Cab's operations are regulated extensively by the Department of
Consumer Services of Chicago which regulates Chicago taxicab operations with
regard to certain requirements including vehicle maintenance, insurance and
inspections, among others. The City Council of Chicago has authority for setting
taxicab rates of fare. Effective January 18, 1994, rates of fare paid by
passengers increased by 10%. However, lessors had the right to increase, until
May 1, 1994, the rates paid by lessee drivers by not more than 2.8% of the lease
rate in effect on December 1, 1993. After May 1, 1994, lessors may not charge
more than the rates prescribed by the Commissioner (which, in certain
categories, are less than the rates currently charged by Yellow Cab) without the
consent of the City of Chicago. The rates in effect on May 1, 1994, including
the 2.8% increase, may remain in effect pending a petition and appeal for a
higher rate. Yellow Cab increased its rates by the maximum allowed 2.8% prior to
May 1, 1994 and has filed, in a timely manner, a petition to increase its rates
still further. Yellow Cab intends to pursue that proposal to final hearing.

ENVIRONMENTAL ISSUES
Yellow Cab owns eleven parcels of real estate, all situated in Chicago. Some
of these sites have previously been used for the storage and servicing of
taxicabs and some of the sites continue to be so used. These sites, therefore,
involve gasoline and oil underground storage tanks which may create a hazardous
waste product if the tanks on any parcel now leak or have in the past leaked.

Yellow Cab has registered in accordance with law all of its underground
tanks with the Office of the State Fire Marshall for the State of Illinois and
has secured site assessments from environmental engineers and consultants
concerning the nature and extent of any hazardous discharge. Under the Illinois
Underground Storage Tank Fund Law, virtually all clean-up costs associated with
leaking tanks are covered by a guaranty fund, which is administered by the
Illinois Environmental Protection Agency and reimburses these costs except for
the first $10,000 per site. Even assuming reimbursement is denied or unavailable
from this guaranty fund, the Company believes that the liability for clean-up
expenses on sites which have not already been cleaned up will not be material.

35
<PAGE>
INSURANCE OPERATIONS
Country generated approximately 3% of the Company's revenues and an
aggregate of $3.9 million of pre-tax income, comprising approximately $2.0
million of segment operating loss and approximately $5.9 million of portfolio
interest income, during the year ended December 31, 1993. During 1993, 67% of
Country's total premium revenue was attributable to non-affiliated
property/casualty lines, primarily worker's compensation, commercial automobile
and commercial multiple peril. The remainder of Country's premium revenues was
attributable to affiliated taxi liability, collision and worker's compensation
insurance in the State of Illinois. Through its longstanding relationship with
Yellow Cab, Country has developed a comprehensive understanding of the
associated risks of taxicab insurance underwriting and presently is one of the
few voluntary providers of such insurance. Country's strategy is to expand its
non-affiliated personal and commercial/casualty property lines by entering new
markets including Southern Illinois and the states surrounding Illinois while
maintaining its affiliated taxi liability and collision business. Country is
currently rated "A" by A.M. Best.

The taxicab liability coverage which Country writes carries a $350,000 limit
of liability for each occurrence. In addition, Country makes collision insurance
available to licensees and owner-operators at
premium rates which are comparable to the rates charged by competitors for
equivalent coverage. Country also writes full lines of commercial and personal
property and casualty insurance for risks located in Chicago and the surrounding
metropolitan area. With the exception of a specialty public transportation
program, which program policies are reinsured for amounts above $350,000, all
non-affiliate policies are reinsured for amounts above $150,000.

During 1993, new management was brought into Country to review and manage
its lines of business with a view to dropping or reducing its exposure in
certain lines and expanding Country's operations
within its geographic region. Country intends to limit its exposure by not
writing in excess of two-and-one-half times the amount of its statutory surplus,
which the Company believes to be a conservative approach.

Country is domiciled in the State of Illinois and is a licensed carrier in
Michigan as well as being admitted as an excess and surplus lines carrier in 33
other states. Country has commenced expansion of its business in Southern
Illinois by contracting with established agencies in Peoria, Decatur and
Champaign, Illinois and intends to emphasize personal lines of insurance, such
as homeowners and commercial multiple peril and automobile liability and
collision. Country is also applying for licenses in other states, such as
Wisconsin and Indiana. To the best of management's knowledge, Country is in
compliance with all applicable statutory requirements and regulations.

INFORMATION CONCERNING BUSINESS SEGMENTS
Certain financial data with respect to the Company's business segments
appear in Note N of Notes to Consolidated Financial Statements -- December 31,
1993 and are incorporated herein by reference.

EMPLOYEES AND LABOR RELATIONS
As of December 31, 1993, the Company employed a total of approximately 5,055
people. The table below details the number of persons employed as of that date
in each of the Company's business segments:

<TABLE>
<CAPTION>
ADMINISTRATIVE
HOURLY AND EXECUTIVE
----------- -------------------
<S> <C> <C>
Trailer Manufacturing Operations....................................................... 3,265 546
Automotive Products Operations......................................................... 697 142
Vehicular Operations................................................................... 228 21
Insurance Operations................................................................... 8 148
</TABLE>

Approximately 295 employees in the Company's trailer manufacturing
operations, 286 in the Company's automotive products operations, and 63 in the
Company's vehicular operations are covered by collective bargaining agreements.
During 1993, Checker L.P. entered into a new contract with the Allied Industrial
Workers of America, AFL-CIO, Local 682 in Kalamazoo, Michigan, currently known
as Local

36
<PAGE>
Union No. 7682 of The United Paperworkers International Union, AFL-CIO, which
expires in May 1996. Checker L.P. is party to a contract with D.U.O.C. Local
777, a division of National Production Workers of Chicago and Vicinity, Local
777, which expires in November 1995. During 1993, Great Dane Trailers Tennessee,
Inc., a subsidiary of Great Dane, negotiated a new contract (expiring in January
1996) with Talbot Lodge No. 61 of the International Association of Machinists
and Aerospace Workers. In general, the Company believes its relationship with
its employees to be satisfactory. Although there have been attempts to unionize
various of the Company's divisions in the past few years, including SCSM and the
Great Dane plant in Brazil, Indiana, such attempts have, to date, been
unsuccessful.

PROPERTIES

The Company currently maintains its principal executive offices at Checker
L.P.'s facility in Kalamazoo, Michigan.

The location and general description of the principal properties owned or
leased by the Company are as follows:

<TABLE>
<CAPTION>
OWNED OR LEASED;
IF LEASED,
LOCATION TYPE OF FACILITY AREA/FACILITY SQUARE FOOTAGE EXPIRATION YEAR
- ----------------------------- ------------------------------- ----------------------------- ------------------
<S> <C> <C> <C>
TRAILER MANUFACTURING
OPERATIONS:

Savannah, Georgia............ Manufacturing Plant and Office 61 acres/455,000 sq. ft. Owned
Brazil, Indiana.............. Manufacturing Plant and Office 80 acres/564,000 sq. ft. Owned
Memphis, Tennessee........... Manufacturing Plant 8 acres/107,000 sq. ft. Leased; 2003
3.5 acres/13,000 sq. ft. Owned
Wayne, Nebraska.............. Manufacturing Plant and Office 35 acres/179,000 sq. ft. Owned
14 Locations in 10 States.... Sales and Service Branches 98 acres/303,000 sq. ft. Owned
15 Locations in 10 States.... Sales and Service Branches 34 acres/218,000 sq. ft. Leases expiring
1994 to 2015
AUTOMOTIVE PRODUCTS OPERATIONS:

Kalamazoo, Michigan.......... Manufacturing Plant and Office 71 acres/750,000 sq. ft. Owned
South Charleston, Manufacturing Plant and Office 922,000 sq. ft. Leased; 2028
West Virginia...............
VEHICULAR OPERATIONS:

Chicago, Illinois (13 Garages, Parking Lots and 735,000 sq. ft. 11 Owned
Locations).................. Offices
INSURANCE OPERATIONS:

Chicago, Illinois (3 Offices/Storage Facility 33,000 sq. ft. Leased; 1995 to
Locations).................. 2002
</TABLE>

The principal facilities owned by the Company and its subsidiaries are
considered by the Company to be well maintained, in good condition and suitable
for their intended use.

LEGAL PROCEEDINGS

EXECUTIVE LIFE LITIGATION

By order of the Superior Court of Los Angeles County (the "California
Court") on April 11, 1991, Case No. B5-006-912 (the "California Order"), the
California State Insurance Commissioner was appointed Conservator for ELIC, a
limited partner in Checker L.P. By letter dated May 20, 1991, Motors and

37
<PAGE>
Checker L.P. advised ELIC and the Conservator that the appointment of the
Conservator pursuant to the California Order constituted an "Event of Default"
under the Partnership Agreement, and that, therefore, ELIC's rights under the
Partnership Agreement and interest in Checker L.P. were altered. More
specifically, Motors and Checker L.P. asserted that ELIC's rights, as of April
11, 1991, were limited to the right to receive a payout of its capital account,
calculated as of that date, in quarterly installments over approximately a
23-year period. On June 28, 1991, the Conservator notified Motors and Checker
L.P. that he did not accept the position set forth in the May 20 letter and
that, in his view, ELIC's status as a limited partner had not been altered.

The Company and the Conservator have been in litigation for three years,
each seeking, among other things, a declaration of its rights under the
Partnership Agreement. The Company and the Conservator have agreed to settle the
litigation. Pursuant to the settlement, the Company will redeem ELIC's interest
in Checker L.P. for $37.0 million, to be paid upon consummation of the Offering.
In addition, under certain circumstances, if all or substantially all of the
assets of Checker L.P. are sold within five years of the consummation of the
Minority Interest Redemption, ELIC may be entitled to receive a payment equal to
the positive difference between (x) the distribution ELIC would have received
upon liquidation of Checker L.P. as a result of such transaction, calculated in
accordance with the provisions of the Partnership Agreement as if it had
continued to hold its partnership interest, and (y) the future value of $37.0
million calculated at 15% per annum from the date of the Minority Interest
Redemption to the date of such transaction. The California Court approved the
settlement on May 26, 1994.

BOEING LITIGATION

On February 8, 1989, the Boeing Company ("Boeing") filed a lawsuit naming
the Company, together with three prior subsidiaries of the Company, as
defendants in Case No. CV89-119MA, United States District Court for the District
of Oregon. In that lawsuit, Boeing sought damages and declaratory relief for
past and future costs resulting from alleged groundwater contamination at a
location in Gresham, Oregon, where the three prior subsidiaries of the Company
formerly conducted business operations. On December 22, 1993, the Company
entered into a settlement with Boeing, settling all claims asserted by Boeing in
the lawsuit. Pursuant to the settlement terms, the Company will pay Boeing $12.5
million over the course of five years, at least $5 million of which is being
provided by certain insurance companies. In accordance with the settlement
agreement, Boeing's claims against the Company and the three former subsidiaries
have been dismissed and Boeing has released and indemnified the Company with
respect to certain claims. The Company established a reserve of $7.5 million in
1993 in connection with this matter.

CERTAIN ENVIRONMENTAL MATTERS

Within the past five years, Great Dane and Motors have entered into certain
consent decrees with federal and state governments relating to the cleanup of
waste materials. The aggregate obligations of Great Dane and Motors pursuant to
these consent decrees are not material.

In May 1988, the Company sold all of the stock of its subsidiaries, Datron
Systems, Inc. and All American Industries, Inc., and in connection therewith
agreed to indemnify the purchaser for, among other things, certain potential
environmental liabilities. The purchaser asserted various claims for
indemnification and had commenced litigation in Connecticut with respect to
alleged contamination at a manufacturing facility owned by a former second-tier
subsidiary. The court denied one of the purchaser's claims and dismissed another
with prejudice. The balance of the claims for reimbursement of monitoring and
clean up costs were dismissed without prejudice. The Company and the purchaser
have resolved their relative responsibilities for all claims for cleanup and
monitoring costs at the facility through April 1993 and the Company paid
$350,000 in complete payment of all bills submitted for work completed prior to
that time. The Company and the purchaser are continuing to discuss their
relative responsibilities for monitoring costs after that time. The Company does
not believe that its obligations will be material. The purchaser has also put
the Company on notice of certain other alleged environmental and other matters
for which it intends to seek indemnification as costs are incurred. The Company
does not believe that its obligations, if any, to pay these claims will be
material.

38
<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth the name, age and principal position of each
of the executive officers and directors of the Company as of March 31, 1994:

<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------------------------------------------- ----------- --------------------------------------
<S> <C> <C>
David R. Markin............................................... 63 President, Chief Executive Officer and
Director
Allan R. Tessler.............................................. 57 Chairman of the Board
Martin L. Solomon............................................. 57 Vice Chairman and Secretary
Wilmer J. Thomas, Jr.......................................... 67 Vice Chairman
Jay H. Harris................................................. 57 Executive Vice President and Chief
Operating Officer
Marlan R. Smith............................................... 50 Treasurer
Kevin J. Hanley............................................... 38 Controller
Willard R. Hildebrand......................................... 54 President and Chief Executive Officer
of Great Dane
Larry D. Temple............................................... 47 Group Vice President of Motors
Jeffrey M. Feldman............................................ 43 President of Yellow Cab
</TABLE>

BIOGRAPHICAL INFORMATION

David R. Markin, President and Chief Executive Officer of the Company since
January 11, 1989, has been President and Chief Executive Officer of Motors since
1970. Mr. Markin serves on the Boards of Directors of Jackpot Enterprises, Inc.,
an operator of gaming machines, Enhance Financial Services Group Inc., a
reinsurance company, and Data Broadcasting Corporation, a provider of market
data services to the investment community.

Allan R. Tessler, Chairman of the Board of the Company since January 11,
1989, is also Chairman of the Boards of Directors of International Financial
Group, Inc., a merchant banking firm ("IFG"), Enhance Financial Services Group
Inc., a reinsurance company, and Allis-Chalmers Corporation, a manufacturer of
miscellaneous fabricated textile products ("Allis-Chalmers"), and is Chief
Executive Officer of IFG since 1987 and of Allis-Chalmers since 1994. Mr.
Tessler serves on the Boards of Directors of Jackpot Enterprises, Inc., an
operator of gaming machines, and The Limited, Inc., a manufacturer and retailer
of apparel. Mr. Tessler is also an attorney and from 1976 through 1988, he was a
member of the Executive Committee of the law firm of Shea & Gould; from 1989
through March 1, 1993, he was of counsel to that firm. Beginning in 1990, Mr.
Tessler and another person were retained by Infotechnology, Inc. and Financial
News Network Inc. as a restructuring team and to serve as Co-Chief Executive
Officers during the restructuring of those companies. As part of the plan
implemented by the restructuring team, those companies were placed in
bankruptcy, from which they emerged in 1992 as Data Broadcasting Corporation, a
provider of market data services to the investment community. Mr. Tessler
continues to serve as Co-Chairman of the Board and Co-Chief Executive Officer of
the restructured company.

Martin L. Solomon, Vice Chairman and Secretary of the Company since January
11, 1989, is a private investor. Mr. Solomon was employed as a securities and
portfolio analyst at Steinhardt Partners, an investment firm, from 1985 through
1987. From 1988 through September 1990, he was the Managing Partner and Director
at Value Equity Associates I, Limited Partnership, an investment firm. Mr.
Solomon serves on the Board of Directors of Xtra Corporation, a truck leasing
company.

Wilmer J. Thomas, Jr., Vice Chairman of the Company since January 11, 1989,
is a private investor. Mr. Thomas served as Treasurer of the Company from
January 1989 to January 1994. Mr. Thomas serves

39
<PAGE>
on the Boards of Directors of Moore Medical Corp., a pharmaceutical and surgical
supply company, Oak Hills Sportswear Corp., a clothing company, and RCL Capital
Corp., a development stage company whose business objective is to acquire an
operating business.

The executive officers of the Registrant, in addition to Messrs. Markin,
Tessler, Solomon and Thomas, are:

Jay H. Harris has been Executive Vice President and Chief Operating Officer
of the Company for more than the past five years and a Vice President of Motors
since May 1991. Mr. Harris was a director of the Company from 1978 until January
11, 1989.

Marlan R. Smith has been Treasurer of the Company since January 1994 and
Vice President and Treasurer of Motors since March 1988. Prior to being elected
Treasurer of the Company, he served as Assistant Treasurer since January 1989.

Kevin J. Hanley has been Controller of the Company since January 1994 and
Secretary and Controller of Motors since December 1989. For more than five years
prior thereto, Mr. Hanley served as a senior manager with Ernst & Young.

Willard R. Hildebrand, was elected as President and Chief Executive Officer
of Great Dane effective January 1, 1992. Mr. Hildebrand had served as President
and Chief Operating Officer of Fiatallis North America, Inc., a manufacturer of
heavy construction and agricultural equipment, for more than five years prior
thereto.

Larry D. Temple, has been Group Vice President of Motors since September
1989. Mr. Temple served as Vice President of Manufacturing from 1988 to 1989
and, prior thereto, as Assistant Vice President of Manufacturing.

Jeffrey M. Feldman has been President of Yellow Cab since 1983 and Vice
President of Motors since January 1988.

All directors of the Company hold office until the next annual meeting of
stockholders of the Company or until their successors are elected and qualified.
The Company's officers are elected annually by the Board and hold office until
their successors are qualified and chosen.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Each of Messrs. Markin, Solomon, Tessler and Thomas is an executive officer
of the Company and participates, as a director, in the deliberations concerning
executive officer compensation. During 1993, Mr. Markin served on the
compensation committee of Enhance Financial Services Group Inc. and Data
Broadcasting Corporation and Mr. Tessler served as an executive officer of each
of these companies.

As of December 31, 1993, Country holds $0.9 million principal amount of
Enhance Financial Services Group Inc., 7% Notes due December 1, 1996, of which
company Mr. Markin is a director.

During 1993, 1992 and 1991, the Company used, on a month-to-month basis, an
airplane owned by a corporation of which Mr. Tessler is the sole shareholder.
The Company paid $60,000 per month for such use.

Each of Messrs. Markin, Solomon, Tessler and Thomas provides consulting
services to Yellow Cab and each receives for such services (commencing in
January 1988) $10,000 per month. Messrs. Solomon, Tessler and Thomas also
provide consulting services (a) to Motors for which they each receive monthly
fees of $5,000 (commencing in January 1988) and (b) to Country for which they
each received monthly fees of approximately $18,300 in each of 1993, 1992 and
1991. Mr. Markin serves as a consultant to Chicago AutoWerks, a division of
Checker L.P., for which he receives monthly fees of approximately $1,200
(commencing in January 1988), and to Country, for which he receives monthly fees
of approximately $4,600.

During 1991, 1992, and until March 1, 1993, Mr. Tessler was of counsel to
Shea & Gould, a law firm retained by the Company for certain matters.

40
<PAGE>
Frances Tessler, the wife of Allan R. Tessler, is employed by Smith Barney
Shearson which executes trades for Country's investment portfolio. During 1993
and 1992, Mrs. Tessler received for her services approximately $78,000 and
$69,000, respectively, of the commissions paid to Smith Barney Shearson.

On September 24, 1992, American Country Financial Services Corp. ("AFSC"), a
subsidiary of Country, purchased from The Mid City National Bank of Chicago the
promissory note dated July 30, 1992, made by King Cars, Inc. ("King Cars") in
the principal amount of $381,500 plus accrued interest in the amount of $3,560.
The note, which has been renewed several times, had outstanding principal and
accrued interest as of March 31, 1994 of approximately $423,000 and matures in
December 1994. King Cars is owned by Messrs. Markin, Tessler, Solomon, Thomas
and Feldman. King Cars is a party to an agreement dated December 15, 1992, with
Yellow Cab pursuant to which Yellow Cab purchases from King Cars display frames
for installation in its taxicabs and King Cars furnishes Yellow Cab advertising
copy for insertion into the frames. King Cars receives such advertising copy as
an agent in Chicago for an unrelated company which is in the business of selling
and arranging for local and national advertising. Of the revenues generated from
such advertising, 30% will be retained by King Cars and the balance will be
delivered to Yellow Cab until such time as Yellow Cab has recovered costs
advanced by it for the installation of advertising frames in 500 of its taxicabs
(approximately $78,000). The terms to Yellow Cab are the same or more favorable
than those offered by King Cars to unrelated third parties.

Each of Messrs. Markin, Solomon, Tessler and Thomas received interest
payments of $704,795 in 1993, $733,356 in 1992 and $897,637 in 1991 pursuant to
the terms of the Existing Notes held by them (See Note G of the Notes to
Consolidated Financial Statements -- December 31, 1993).

41
<PAGE>
COMPENSATION

The following table sets forth the 1993 annual compensation for the
Company's Chief Executive Officer and the five highest paid executive officers,
as well as the total compensation paid to each individual for the Company's two
previous fiscal years:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION
- ------------------------------------------- --------- ------------- ----------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
David R. Markin, .......................... 1993 $ 1,230,000 $ 250,000 $ 246,519(1) $ 2,249(4)
President, Chief Executive 1992 1,230,000 150,000 239,594(1) 2,182(4)
Officer and Director 1991 1,230,000 0 258,072(1) 915(4)
Jay H. Harris, ............................ 1993 350,000 250,000 0 2,249(4)
Executive Vice President and 1992 326,016 125,000 0 2,182(4)
Chief Operating Officer 1991 302,032 50,000 0 915(4)
Jeffrey M. Feldman, ....................... 1993 210,000 150,000 85,008(2) 2,249(4)
President of Yellow Cab 1992 186,667 150,000 77,755(2) 2,182(4)
1991 138,906 150,000 53,328(2) 659(4)
Martin L. Solomon, ........................ 1993 0 0 400,000(3) 0
Vice Chairman and Secretary 1992 0 0 400,000(3) 0
1991 0 0 405,000(3) 0
Allan R. Tessler, ......................... 1993 0 0 400,000(3) 0
Chairman of the Board 1992 0 0 400,000(3) 0
1991 0 0 405,000(3) 0
Wilmer J. Thomas, Jr., .................... 1993 0 0 400,000(3) 0
Vice Chairman 1992 0 0 400,000(3) 0
1991 0 0 405,000(3) 0
<FN>
- --------------
</TABLE>

<TABLE>
<S> <C> <C> <C>
(1) Other compensation
for Mr. Markin includes: 1993 1992 1991
-------- -------- --------
Consulting Fees.......... $190,000 $190,000 $195,000
Life Insurance.......... 41,027 37,023 40,527
Automobile.............. 8,125 5,100 15,400
Club dues............... 7,367 7,471 7,145
-------- -------- --------
$246,519 $239,594 $258,072
-------- -------- --------
-------- -------- --------
</TABLE>

<TABLE>
<S> <C> <C> <C>
(2) Other compensation
for Mr. Feldman includes: 1993 1992 1991
--------- --------- ---------
Consulting Fees................ $ 57,000 $ 57,000 $ 40,000
Life Insurance................ 11,253 10,739 7,861
Automobile.................... 1,748 1,537 1,481
Club dues..................... 15,007 8,479 3,986
--------- --------- ---------
$ 85,008 $ 77,755 $ 53,328
--------- --------- ---------
--------- --------- ---------
(3) Consulting fees.
(4) Matching contributions under the Partnership 401(k) plan.
</TABLE>

42
<PAGE>
EMPLOYMENT AGREEMENTS

Checker L.P., as the assignee of Motors, is party to an Amended and Restated
Employment Agreement dated as of November 1, 1985, as further amended, with
David R. Markin pursuant to which Mr. Markin is to serve as President, Chief
Executive Officer and Chief Operating Officer of Checker L.P. until April 30,
1996, subject to extension (the "Termination Date"), at a minimum salary of
$600,000 per annum, together with the payment of certain insurance premiums, the
value of which have been included in the Summary Compensation Table above. The
beneficiaries of these insurance policies are designated by Mr. Markin. Mr.
Markin continues to be eligible to participate in profit sharing, pension or
other bonus plans of Checker L.P. Pursuant to the Amended and Restated
Employment Agreement, in the event of Mr. Markin's death, Checker L.P. shall pay
Mr. Markin's estate the compensation which would otherwise be payable to him for
the period ending on the last day of the month in which death occurs. In
addition, Checker L.P. shall pay to Mr. Markin's beneficiaries deferred
compensation from the date of his death through the Termination Date in an
annual amount equal to one-third of his base salary at the date of his death. In
the event of termination of the Amended and Restated Employment Agreement for
any reason other than cause, disability or death, Mr. Markin shall continue to
serve as a consultant to Checker L.P. for a period of five years, for which he
shall receive additional compensation in the amount of $50,000 per annum.
Checker L.P. has agreed to indemnify Mr. Markin from certain liabilities arising
out of his service to Checker L.P., except for liabilities resulting from his
gross negligence or willful misconduct. Effective January 1, 1994, Mr. Markin
and the Company memorialized in writing their agreement, pursuant to which Mr.
Markin has been compensated by the Company since January 11, 1989, on
substantially the same terms as are set forth above.

The Company entered into an employment agreement as of July 1, 1992, with
Jay H. Harris pursuant to which Mr. Harris serves as Executive Vice President
and Chief Operating Officer of the Company until June 30, 1994, subject to
extension, at a minimum salary of $350,000 per annum, an incentive bonus to be
determined by the Board of Directors, and such other fringe benefits and plans
as are available to other executives of the Company. Upon the happening of
certain events, including a change in control (as defined therein) of ICC or
retirement after June 30, 1994, Mr. Harris is entitled to compensation in an
amount equal to the greater of (a) five percent of the increase in the Company's
retained earnings, subject to certain adjustments, during the period commencing
on March 31, 1992, and ending on the last day of the month preceding the event
which triggers the payment (the "Termination Payment") and (b) 2.99 times his
then base salary. If Mr. Harris were to leave the Company before July 1, 1994,
or if he were to die or become disabled, he or his estate would receive the
greater of (a) one year's base compensation or (b) the Termination Payment.
Payments in either case would be made over a period of time, the length of which
would be dependent on the amount due to Mr. Harris. Mr. Harris has agreed to
serve as a consultant to the Company during the first year after termination for
no compensation beyond his expenses incurred in connection with rendering such
services. The Company has agreed to indemnify Mr. Harris for certain liabilities
to the full extent allowed by law. Motors has guaranteed the Company's
obligations.

Checker L.P. is party to an Amended and Restated Employment Agreement dated
as of June 1, 1992, with Jeffrey Feldman pursuant to which Mr. Feldman serves as
President of the vehicular operations segment until February 1, 1996, subject to
extension (the "Termination Date"), at a minimum salary of $200,000 per annum,
together with the payment of certain insurance premiums, the value of which have
been included in the Summary Compensation Table above. The beneficiaries of
these insurance policies are designated by Mr. Feldman. Mr. Feldman is eligible
to participate in profit sharing, pension or other bonus plans implemented by
the vehicular operations segment. Pursuant to the Amended and Restated
Employment Agreement, in the event of Mr. Feldman's death, Checker L.P. shall
pay Mr. Feldman's estate the amount of compensation which would otherwise be
payable to him for the period ending on the last day of the month in which death
occurs. In addition, Checker L.P. shall pay to Mr. Feldman's estate deferred
compensation from the date of his death to the Termination Date in an annual
amount equal to one-third of his base salary at the date of his death. In the
event of the termination of the Amended and Restated Employment for any reason
other than cause, disability or death, Mr. Feldman shall continue to serve as a
consultant to Checker L.P. for a period of five years (if terminated by Mr.
Feldman) or seven

43
<PAGE>
years (if terminated by Checker L.P.), for which he shall receive compensation
in the amount of $75,000 per annum. Checker L.P. has agreed to indemnify Mr.
Feldman from certain liabilities, except for those resulting from his gross
negligence or willful misconduct.

Great Dane is party to a letter agreement with Willard R. Hildebrand
pursuant to which Mr. Hildebrand serves as President and Chief Executive Officer
of Great Dane at a starting base salary of $15,833.33 per month ($190,000
annualized), plus incentive compensation and certain other benefits. In the
event of a change of control of Great Dane, prior to November 4, 1994 and the
subsequent termination of his agreement, Mr. Hildebrand would be entitled to
payment of up to three years of his salary less amounts received as of the date
of termination, but in no event less than six months' salary. Mr. Hildebrand's
current annual salary is $275,000.
COMPENSATION PURSUANT TO PLANS

GREAT DANE PENSION PLAN

Great Dane has in effect a defined benefit employee pension plan entitled
Retirement Plan For Great Dane Trailers, Inc. (the "Retirement Plan") covering
substantially all of its employees. Pension benefits are subject to limitations
imposed by the Internal Revenue Code of 1986, as amended, and the Employee
Retirement Income Security Act of 1974, as amended, with respect to the annual
amount of benefits provided by employer contributions.

Effective as of July 1, 1988, the assets and the liabilities attributable to
active and former employees under the Amended and Restated International
Controls Corp. Pension Plan as of June 30, 1988 were transferred to the
Retirement Plan and the Company adopted the Retirement Plan for the benefit of
its employees. With respect to benefits accruing after June 30, 1984, to a
participant who was a participant under the Amended and Restated International
Controls Corp. Pension Plan as of June 30, 1988, the following table shows the
estimated annual benefits payable upon retirement at age 65 under the plan to
specified average annual compensation and years of benefit service
classifications. The following amounts would be reduced by a Social Security
offset:

<TABLE>
<CAPTION>
YEARS OF BENEFIT SERVICE
-----------------------------------------------------------
AVERAGE ANNUAL COMPENSATION 1 5 10 15 20
- ---------------------------------------------------- --------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$100,000............................................ $ 2,000 $ 10,000 $ 20,000 $ 30,000 $ 40,000
150,000............................................ 3,000 15,000 30,000 45,000 60,000
200,000............................................ 4,000 20,000 40,000 60,000 80,000
250,000............................................ 5,000 25,000 50,000 75,000 100,000
300,000............................................ 5,000 25,000 60,000 90,000 115,641*
400,000............................................ 5,000 25,000 80,000 115,641* 115,641*
500,000............................................ 5,000 25,000 100,000 115,641* 115,641*
<FN>
- --------------
* Maximum permitted in 1993
</TABLE>

Mr. Harris has an aggregate of 24 years of benefit service under the Retirement
Plan (8 years) and the Amended and Restated International Controls Corp. Pension
Plan (16 years) and will receive benefits of approximately $74,000 per year at
age 65.

PARTNERSHIP PENSION AND EXCESS BENEFIT PLANS
Checker L.P. maintains a defined benefit employee pension plan entitled
Checker Motors Pension Plan (the "Pension Plan") covering substantially all of
its non-union employees, and, effective January 1, 1992, the employees of the
Company.

Checker L.P. also maintains the Checker Motors Co., L.P. Excess Benefit
Retirement Plan (the "Excess Benefit Plan"). An employee of Checker L.P. will
become a participant in the Excess Benefit Plan if the benefits which would be
payable under the Pension Plan are not fully provided thereunder because of the
annual maximum benefit limitations of Section 415 of the Internal Revenue Code
of 1986, as amended. The amount that the participant is entitled to receive
under the Excess Benefit Plan is an amount equal to the amount that would have
been payable under the Pension Plan if Section 415 did not

44
<PAGE>
apply, minus the amount that is actually payable under the Pension Plan. At the
present time, David R. Markin and Jeffrey M. Feldman are the only individuals
named above who would receive benefits under the Excess Benefit Plan. Considered
compensation under the Excess Benefit Plan is limited to $300,000.

Set forth below are the estimated annual benefits for participants in the
Pension Plan (including benefits payable under the Excess Benefit Plan) who have
been employed by Checker L.P. and its predecessors for the indicated number of
years prior to retirement, assuming retirement at age 65 in 1993:

<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS FOR YEARS OF SERVICE INDICATED
-----------------------------------------------------------
AVERAGE COMPENSATION (AS DEFINED IN PLAN) 10 20 30 40 45
- --------------------------------------------------- --------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$100,000........................................... $ 13,950 $ 28,756 $ 47,024 $ 66,159 $ 75,870
150,000........................................... 21,450 46,256 74,524 103,659 118,370
200,000........................................... 28,950 63,756 102,024 141,159 160,870
250,000........................................... 36,450 81,256 129,524 178,659 203,370
300,000........................................... 43,950 98,756 157,024 216,159 245,870
400,000........................................... 43,950 98,756 157,024 216,159 245,870
500,000........................................... 43,950 98,756 157,024 216,159 245,870
</TABLE>

The above benefit projections were prepared on the assumption that the
participant made participant contributions to the Pension Plan for all years in
which he was eligible to contribute, and that Social Security covered
compensation is $1,750. The benefit projection would be reduced by a Social
Security offset.

For those executive officers named above, the following are credited years
of service under the Pension and Excess Benefit Plans and 1993 salary covered by
the Pension Plan:

<TABLE>
<CAPTION>
CREDITED YEARS OF EXPECTED CREDITED YEARS OF 1993 SALARY COVERED
SERVICE SERVICE AT 65 BY PENSION PLAN
------------------- ----------------------------- --------------------
<S> <C> <C> <C>
David R. Markin................................. 39 41 $ 235,840
Jay H. Harris................................... 2 10 235,840
Jeffrey M. Feldman.............................. 15 37 235,840
</TABLE>

SALARY CONTINUATION PLAN
Motors entered into Stated Benefit Salary Continuation Agreements (the
"Agreements") with certain officers and employees (the "Salary Plan") pursuant
to which such participants will receive benefits upon attaining age 65 (or their
beneficiaries will receive benefits upon their death prior to or within 120
months after such executives or employees attain age 65). Motors' obligations
pursuant to the Salary Plan were assumed by Checker L.P. in 1986.

For those executive officers named above, the following table sets forth the
benefits payable pursuant to the Salary Plan:

<TABLE>
<CAPTION>
ANNUAL SURVIVOR
ANNUAL BENEFIT BENEFIT PAYABLE TOTAL
PAYABLE UPON TOTAL BENEFIT UPON DEATH PRIOR SURVIVORSHIP
ATTAINING AGE PAYABLE OVER TO ATTAINING AGE BENEFIT PAYABLE
65 THE YEARS 65 OVER THREE YEARS
--------------- -------------- ---------------- -----------------
<S> <C> <C> <C> <C>
David R. Markin........................... $ 240,000 $ 2,400,000 $ 368,000 $ 1,104,000
Jeffrey M. Feldman........................ $ 19,950 $ 199,500 $ 79,800 $ 239,400
</TABLE>

COMPENSATION OF DIRECTORS

The directors did not receive any fees for their services as directors in
1993. See "Compensation Committee Interlocks and Insider Participation."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Jeffrey M. Feldman is the nephew of David R. Markin.

Checker L.P. has borrowed $2.5 million from Country, which loan is secured
by certain of Checker L.P.'s property.

45
<PAGE>
See also "Compensation Committee Interlocks and Insider Participation."

OWNERSHIP OF COMMON STOCK

The Common Stock, which is the only class of stock of the Company, is owned
as follows:

<TABLE>
<CAPTION>
NO. OF SHARES OF COMMON
STOCK OF RECORD AND PERCENT OF
NAME BENEFICIALLY OWNED CLASS
- ------------------------------ ----------------------- ----------
<S> <C> <C>
David R. Markin............... 2,936,927.5 32.5
Martin L. Solomon............. 2,033,257.5 22.5
Allan R. Tessler.............. 2,033,257.5 22.5
Wilmer J. Thomas, Jr.......... 2,033,257.5 22.5
-----
100.0%
-----
-----
</TABLE>

The address of each of the shareholders is c/o International Controls Corp.,
2016 North Pitcher Street, Kalamazoo, Michigan 49007.

DESCRIPTION OF NEW CREDIT FACILITY

GENERAL

The following is a summary of the anticipated material terms and conditions
of the New Credit Facility. This summary does not purport to be a complete
description of the New Credit Facility and is subject to the detailed provisions
of the Loan Agreement (the "Loan Agreement") and the various related documents
to be entered into in connection with the New Credit Facility. A draft copy of
the Loan Agreement will be filed as an exhibit to the Registration Statement of
which this Prospectus is a part. The completion of the Offering is subject to
the simultaneous consummation of the New Credit Facility.

Concurrently with the issuance of the Notes, the Company and the Co-Obligors
(Motors, Checker L.P., SCSM (collectively, the "Checker Borrowers") and Great
Dane, Great Dane Tennessee, Inc., Great Dane Nebraska, Inc. and Great Dane Los
Angeles, Inc. (collectively, the "Great Dane Borrowers")) will enter into the
New Credit Facility. The New Credit Facility will consist of a five-year term
loan facility (the "Term Facility") of $50.0 million and a five-year revolving
credit facility (the "Revolving Facility") of up to an aggregate of $95.0
million (including up to $15.0 million which can be utilized for standby letters
of credit), subject to the Company's ability to meet certain financial tests.
The obligations of the Company and the Co-Obligors under the New Credit Facility
will be secured by substantially all of the assets of the Company and the
Co-Obligors. In connection with the New Credit Facility, NBD Bank, N.A. ("NBD")
has formed a syndicate of lenders (the "Lenders") for which NBD will serve as
agent ("Agent").

Permissible levels of borrowing by the Company, the Checker Borrowers and
the Great Dane Borrowers under the Revolving Facility will be determined based
on eligible inventory and eligible accounts receivable of the Company, the
Checker Borrowers and the Great Dane Borrowers, respectively (collectively,
"Borrowing Base Requirements"). It is anticipated that, upon consummation of the
New Credit Facility, the Term Facility will be in the full principal amount of
$50.0 million and the initial borrowings under the Revolving Facility will
aggregate approximately $32.4 million (assuming that the Refinancing had been
consummated as of March 31, 1994). All of the initial borrowings under the New
Credit Facility will be used by the Company and the Co-Obligors to provide for
repayment of existing indebtedness and the payment of transaction fees and
expenses. Management estimates that, upon consummation of the New Credit
Facility, Borrowing Base Requirements would permit additional usage under the
Revolving Facility of at least $49.6 million at March 31, 1994, subject to the
Company's ability to meet certain financial tests.

AMORTIZATION; PREPAYMENTS

The Term Facility will require quarterly amortization payments based on a
seven-year amortization schedule, commencing on , 1994 and continuing
until , 1999, at which time all amounts outstanding under the New
Credit Facility become due and payable. In addition, the Company

46
<PAGE>

must prepay the Term Facility in amounts equal to: (i) 75% of the Company's
Excess Cash Flow (as defined in the Loan Agreement) during the first two years
that the New Credit Facility is in effect up to a maximum of $5 million each
year; and (ii) a portion of the proceeds of the sale of any capital stock of the
Company; provided, however, that after such time as the prepayment pursuant to
the foregoing clause (i) has been made in full, the mandatory prepayment
required by clause (ii) may be applied to either the Term Facility or to a
permanent reduction of the Revolving Facility.

INTEREST RATES; FEES
During the first 180 days after the closing of the New Credit Facility,
amounts outstanding under the New Credit Facility will bear interest at a rate
per annum equal to the lower of (i) 3.00% above the London Interbank Offered
Rate of Interest ("LIBOR") and (ii) .50% plus the greater of (a) NBD's prime
rate of interest and (b) 1.00% above the Federal Funds Rate (the "Base Rate").
Thereafter, amounts outstanding under the New Credit Facility will bear interest
at a fluctuating rate per annum equal, at the option of the Company, to LIBOR
plus the Applicable Margin or the Base Rate plus the Applicable Margin. The
Applicable Margin will be determined on the basis of the Company's ratio of EBIT
to Interest Expense (as both are defined in the Loan Agreement). With respect to
the Term Facility, the Applicable Margin will range from 0% to 0.75% with
respect to the Base Rate and 2.25% to 3.00% with respect to LIBOR. With respect
to the Revolving Credit Facility, the Applicable Margin will range from 0% to
.50% with respect to the Base Rate and from 2.00% to 2.75% with respect to
LIBOR.

In connection with the New Credit Facility, the Company will pay an unused
revolving credit fee of .375% to .50% (depending upon the Company's ratio of
EBIT to Interest Expense) per annum of the average unused commitments under the
Revolving Facility, an agency fee as the Company, the Co-Obligors and the Agent
may from time to time agree and a closing fee of $ .

COLLATERAL
The obligations of the Company and the Co-Obligors under the New Credit
Facility will be secured by substantially all of the assets of the Company and
the Co-Obligors including a pledge of the stock of Great Dane and Motors, which
pledge will be on an equal and ratable basis with the pledge of stock securing
the Senior Notes. The collateral will include inventories, receivables, certain
property, plant, equipment and other assets, including medallions. In addition,
a negative pledge will prohibit incurring liens (with certain exceptions) on any
of the assets of the Co-Obligors, or entering into any agreement which prohibits
the ability of the Company and the Co-Obligors to create, incur, assume or
suffer to exist any lien in favor of the Lenders on current or after acquired
property.

COVENANTS

Under the Loan Agreement, subsidiaries of the Company will be prohibited
from paying dividends or making distributions or loans to the Company (i) if a
payment default is continuing under the New Credit Facility or a change in
control (as defined in the Loan Agreement) or certain events of insolvency
occur, or (ii) upon the occurrence of a default under the New Credit Facility
(other than a default described in (i) above) until the earlier of (a) the 179th
day following delivery of notice of such occurrence to the Company or (b) the
curing or waiving of such other default. Notwithstanding the foregoing, the
holders of the Notes are not restricted under the terms of the Indentures from
accelerating the Indebtedness thereunder upon the happening of an event of
default under the Indentures. The Loan Agreement will also contain certain other
restrictive covenants, including various reporting requirements and financial
covenants requiring specified levels of current assets to current liabilities
and cash flow, specified fixed charges and interest coverage ratios, and
restrictions on the payment of dividends and compensation by the Company to
certain affiliates. Other restrictive covenants will limit the incurrence of
additional indebtedness, the incurrence of liens, capital expenditures, certain
investments, certain affiliate transactions, the acquisition or disposition of
assets outside of the ordinary course of business and the use of proceeds from
asset sales, in each case with certain exceptions, or subject to the prior
approval of the Lenders. The Loan Agreement will also prohibit any optional
payment, prepayment or redemption of the Senior Notes and any subordinated debt,
including the Senior Subordinated Notes, with certain exceptions. After giving
effect to the Refinancing, the Company expects to be in compliance with the
financial and other covenants described above.

47
<PAGE>
EVENTS OF DEFAULT

Events of default under the Loan Agreement will include (i) any failure by
the Company to pay when due amounts owing under the New Credit Facility, (ii)
any failure to meet certain covenants in the Loan Agreement (subject, in certain
circumstances, to materiality standards and cure periods), (iii) the breach of
any representations or warranties in the Loan Agreement (subject, in certain
circumstances, to materiality standards and cure periods), (iv) any failure to
pay amounts (in excess of certain levels) due under certain other agreements or
defaults that result in or permit the acceleration of certain other indebtedness
(including the Notes), (v) unsatisfied judgments in excess of certain amounts,
(vi) a change of control and (vii) certain events of bankruptcy, insolvency or
dissolution.

DESCRIPTION OF UNITS

Each Unit offered hereby consists of $1,000 principal amount of the Senior
Subordinated Notes and one Warrant to purchase shares of Common Stock. The
Warrants and the Senior Subordinated Notes will not be separately transferable
until the Separation Date. Prior to separation, the Units will be physically
represented by the Senior Subordinated Notes bearing an endorsement representing
beneficial ownership of the related Warrants. Prior to separation, transfer of a
Senior Subordinated Note will also constitute transfer of a holder's beneficial
interest in the related Warrant. On the Separation Date, each Unit will be
deemed to separate into a Senior Subordinated Note and a Warrant and from and
after such time, each Senior Subordinated Note will represent beneficial
ownership of such Senior Subordinated Note only. On or as soon as practicable
after the Separation Date, the Warrant Agent will deliver to each holder of
Senior Subordinated Notes a Warrant certificate or certificates representing the
aggregate number of Warrants represented by such holder's Units immediately
prior to separation.

DESCRIPTION OF WARRANTS

The Warrants will be issued pursuant to a warrant agreement (the "Warrant
Agreement"), dated as of , 1994, between the Company and American
Stock Transfer Company, as warrant agent (the "Warrant Agent"), a copy of which
is attached as an exhibit to the Registration Statement. The following summary
of certain provisions of the Warrant Agreement does not purport to be complete
and is qualified in its entirety by reference to the Warrant Agreement,
including the definitions therein of certain terms.

GENERAL

Each Warrant, when exercised, will entitle the holder thereof to receive
shares of Common Stock of the Company, at an exercise price of $.01 per
share (the "Exercise Price"). The number of Warrant Shares issuable upon
exercise of a Warrant is subject to adjustment in certain cases referred to
below (the "Exercise Rate"). Unless exercised, the Warrants will automatically
expire on , 1999. The Warrants will entitle the holders thereof to
purchase in the aggregate % of the outstanding Common Stock on a fully diluted
basis as of the date of issuance of the Warrants.

The Warrants may be exercised on or after the Exercisability Date by
surrendering to the Company the Warrant certificates evidencing such Warrants,
if any, with the accompanying form of election to purchase, properly completed
and executed, together with payment of the Exercise Price. Payment of the
Exercise Price may be made in the form of cash or a certified or official bank
check payable to the order of the Company. Upon surrender of the Warrant
certificate and payment of the Exercise Price, the Warrant Agent will deliver or
cause to be delivered, to or upon the written order of such holder, stock
certificates representing the number of whole shares of Common Stock or other
securities or property to which such holder is entitled. If less than all of the
Warrants evidenced by a Warrant certificate are to be exercised, a new Warrant
certificate will be issued for the remaining number of Warrants. "Exercisability
Date" is defined in the Warrant Agreement as the date of occurrence of any
Exercise Event. "Exercise Event" is defined in the Warrant Agreement as
, 1999, or the earlier occurrence of (1) a Change of Control or (2)
a Public Offering.

48
<PAGE>
No service charge will be made for any exercise, exchange or registration of
transfer of Warrant certificates, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

No fractional shares of Common Stock will be issued upon exercise of the
Warrants. In lieu thereof, the Company will pay a cash adjustment. The holders
of the Warrants have no right to vote on matters submitted to the stockholders
of the Company and have no right to receive cash dividends (other than
extraordinary dividends). The holders of the Warrants are not entitled to share
in the assets of the Company in the event of the liquidation, dissolution or
winding up of the Company's affairs.

ADJUSTMENTS

The number of shares of Common Stock purchasable upon the exercise of the
Warrants will be subject to adjustment in certain events, including: (i) the
issuance by the Company of dividends (or other distributions) on Common Stock
payable in Common Stock or other shares of the Company's capital stock; (ii)
subdivisions, combinations and reclassifications of the Common Stock; (iii) the
issuance to all holders of Common Stock of rights, options or warrants entitling
them to subscribe for Common Stock or securities convertible into, or
exchangeable or exercisable for, Common Stock at an offering price (or with an
initial conversion, exchange or exercise price plus such offering price) which
is less than the current market price per share (as defined) of the Common
Stock; (iv) the distribution to all holders of Common Stock of any of the
Company's assets, debt securities or any rights or warrants to purchase
securities (excluding those rights and warrants referred to in clause (iii)
above); (v) the issuance of shares of Common Stock for a consideration per share
less than the current market price; and (vi) the issuance of securities
convertible into or exchangeable for shares of Common Stock for a conversion or
exchange price less than the current market price for a share of Common Stock.

In the event of a taxable distribution to holders of Common Stock which
results in an adjustment to the number of shares of Common Stock or other
consideration for which a Warrant may be exercised, the holders of the Warrants
may, in certain circumstances, be deemed to have received a distribution subject
to United States federal income tax as a dividend. See "Certain Federal Income
Tax Consequences."

No anti-dilution adjustment will be required unless such adjustment would
require an increase or decrease of at least one percent (1%) in the Exercise
Rate; PROVIDED, HOWEVER, that any adjustment which is not made will be carried
forward and taken into account in any subsequent adjustment.

In case of certain consolidations or mergers of the Company, or the sale of
all or substantially all of the assets of the Company to another corporation,
each Warrant shall thereafter be exercisable for the right to receive the kind
and amount of shares of stock or other securities or property to which such
holder would have been entitled as a result of such consolidation, merger or
sale had the Warrants been exercised immediately prior thereto.

AMENDMENT

From time to time, the Company and the Warrant Agent, without the consent of
the holders of the Warrants, may amend or supplement the Warrant Agreement for
certain purposes, including curing defects or inconsistencies or making any
change that does not materially adversely affect the rights of any holder. Any
amendment or supplement to the Warrant Agreement that has a material adverse
effect on the interests of the holders of the Warrants shall require the written
consent of the holders of a majority of the then outstanding Warrants. The
consent of each holder of the Warrants affected shall be required for any
amendment pursuant to which the Exercise Price would be increased or the number
of shares of Common Stock purchasable upon exercise of Warrants would be
decreased (other than pursuant to adjustments provided in the Warrant
Agreement.)

REPORTS

49
<PAGE>
documents to be filed with the Commission on or prior to the respective dates
(the "Required Filing Dates") by which the Company would have been or is
required so to file such documents if the Company were or is so subject. The
Company will also in any event (x)(i) within 15 days of each Required Filing
Date file with the Warrant Agent copies of the annual reports, quarterly reports
and other documents which the Company would have been or is required to file
with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if
the Company were or is subject to such Section and (ii) within the earlier of 30
days after the filing of such report or other document with the Warrant Agent
and 45 days of each such Required Filing Date transmit such report or document
by mail to all holders of the Warrants, as their names and addresses appear in
the security register, without cost to such holders and (y) if filing such
documents by the Company with the Commission is not permitted under the Exchange
Act, promptly upon written request supply copies of such documents to any
prospective holders of the Warrants at the Company's cost.

REGISTRATION RIGHTS

The holders of Warrants will be entitled, under certain specified
circumstances and subject to certain limitations, to require the Company to
register under the Securities Act the shares of Common Stock into which the
Warrants have been, or simultaneously with the registration will be, exercised
into Common Stock (the "Registrable Shares"). On or after 120 days following a
Public Offering, the Company will be required to register the Registrable Shares
upon demand of the holders of Registrable Shares on not more than two occasions
so long as the amount of Registrable Shares to be registered on each occasion
has an aggregate fair market value (in the good faith opinion of the Company) of
$5.0 million or more. In addition, the Company will be required to include the
Registrable Shares in a registration of shares of Common Stock initiated by the
Company under the Securities Act (other than a Public Offering) in which the
aggregate net proceeds to the Company exceed $20.0 million and any other
registration of Common Stock initiated by the Company under the Securities Act
thereafter. In the event the aggregate number of Registrable Shares requested to
be included in any registration, together, in the case of a registration
initiated by the Company, with the shares of Common Stock to be included in such
registration, exceeds the number which in the opinion of the managing
underwriter can be sold in such offering without materially affecting the
offering price of such shares, the number of shares of each requesting holder to
be included in such registration will be reduced pro rata based on the aggregate
number of shares for which registration was requested.

DESCRIPTION OF CAPITAL STOCK

GENERAL

The authorized capital stock of the Company consists of shares of
Common Stock, par value $.01 per share, of which 9,036,700 shares were
outstanding on May 1, 1994. As of May 1, 1994, there were 4 holders of record of
the Common Stock. See "Ownership of Common Stock." Upon completion of the
Offering, shares will be issuable upon exercise of the Warrants. All of the
outstanding shares and shares issuable upon exercise of the Warrants will be
"restricted" shares as defined in Rule 144 promulgated under the Securities Act.
All current stockholders of the Company have agreed not to offer, sell, or
otherwise dispose of any shares of Common Stock without the prior written
consent of the Underwriters for a period of 90 days after the date of this
Prospectus.

The following summary description of the Company's capital stock is
qualified in its entirety by reference to the Certificate of Incorporation, as
amended, and By-Laws of the Company, copies of which have been filed with the
Commission.

COMMON STOCK

Each holder of shares of Common Stock is entitled to one vote for each
outstanding share of Common Stock owned by him on each matter properly submitted
to the stockholders for their vote.

Except as may be limited by the terms and provisions of the Indentures and
the New Credit Facility, holders of Common Stock are entitled to any dividend
declared by the Board of Directors out of funds legally available for such
purpose. See "Risk Factors -- Dividend Policy" and "Dividends." Holders of

50
<PAGE>
Common Stock are entitled to receive on a pro rata basis all remaining assets of
the Company available for distribution to the holders of Common Stock in the
event of the liquidation, dissolution, or winding up of the Company.

Holders of Common Stock have no preemptive or other subscription rights, and
there are no conversion rights or redemption or sinking fund provisions with
respect to such shares. All of the outstanding shares of Common Stock are, and
the shares of Common Stock issuable upon the exercise of the Warrants will be,
upon issuance and payment therefor, fully paid and nonassessable.

TRANSFER AGENT

The transfer agent for the Common Stock will be American Stock Transfer
Company, New York, New York.

DESCRIPTION OF NOTES

The Senior Notes offered hereby will be issued under an indenture to be
dated as of , 1994 (the "Senior Note Indenture") between the Company
and First Fidelity Bank, National Association as trustee (the "Senior Note
Trustee"). The Senior Subordinated Notes will be issued under an indenture to be
dated as of , 1994 (the "Senior Subordinated Note Indenture" and,
together with the Senior Note Indenture, the "Indentures") between the Company
and Marine Midland Bank, as trustee (the "Senior Subordinated Note Trustee" and,
together with the Senior Note Trustee, the "Trustees"). Any reference to a
"Trustee" means the Senior Note Trustee or the Senior Subordinated Note Trustee
as the context may require. Any reference to an "Indenture" means the Senior
Note Indenture or the Senior Subordinated Note Indenture as the context may
require. References to "(Section )" mean the applicable Section of each
Indenture.

Copies of the proposed forms of the Indentures have been filed as exhibits
to the Registration Statement of which this Prospectus is a part. The Indentures
are subject to and governed by the Trust Indenture Act. The following summary of
the material provisions of the Indentures do not purport to be complete, and
where reference is made to particular provisions of the Indentures, such
provisions, including the definitions of certain terms, are qualified in their
entirety by reference to all of the provisions of the Indentures and those terms
made a part of the Indentures by the Trust Indenture Act. For definitions of
certain capitalized terms used in the following summary, see "-- Certain
Definitions." For purposes of this Section of the Prospectus, the "Company"
shall mean International Controls Corp. without its subsidiaries.

GENERAL

The Senior Notes will mature on , 2002, will be limited to $165
million aggregate principal amount, and will be senior secured obligations of
the Company. See "-- Security," below. The Senior Subordinated Notes will mature
on , 2004, will be limited to $100 million aggregate principal
amount, and will be senior subordinated obligations of the Company. The Senior
Notes will bear interest from , 1994 or from the most recent interest
payment date to which interest has been paid, payable semiannually on
and , each year, commencing , 1994, to the Person in whose
name the Senior Note (or any predecessor Senior Note) is registered at the close
of business on the or next preceding such interest payment
date. The Senior Subordinated Notes will bear interest from ______, 1994 or from
the most recent interest payment date to which interest has been paid, payable
semiannually on _______ and _______, each year, commencing ______, 1994, to the
Person in whose name the Senior Subordinated Note (or any predecessor Senior
Subordinated Note) is registered at the close of business on the _______ or
_______ next preceding such interest payment date.

Principal of, premium, if any, and interest on the Notes will be payable,
and the Notes will be exchangeable and transferable at the office or agency of
the Company in The City of New York maintained for such purposes; PROVIDED,
HOWEVER, that payment of interest may be made at the option of the Company by
check mailed to the Person entitled thereto as shown on the security register.
(Sections 301,

51
<PAGE>
305, 1002) The Notes will be issued only in fully registered form without
coupons, in denominations of $1,000 and any integral multiple thereof. (Section
302) No service charge will be made for any registration of transfer, exchange
or redemption of Notes, except in certain circumstances for any tax or other
governmental charge that may be imposed in connection therewith. (Section 305)

RANKING

The Senior Notes will be senior secured obligations of the Company and will
rank PARI PASSU in right of payment with all other senior Indebtedness of the
Company and senior in right of payment to all subordinated obligations of the
Company. The Senior Subordinated Notes will be senior subordinated obligations
of the Company and will be subordinated in right of payment to all Senior
Indebtedness (including, without limitation, the Senior Notes and the
obligations under the New Credit Facility), PROVIDED, HOWEVER, that the Senior
Subordinated Notes will rank senior in right of payment to all existing and
future Indebtedness of the Company that is expressly subordinated to Senior
Indebtedness (as defined below) except for any future Indebtedness of the
Company which expressly provides that it is PARI PASSU with the Senior
Subordinated Notes (and, until redemption thereof, the 12 3/4% Debentures).
After giving effect to the sale of the Notes and the application of the
estimated net proceeds of the Refinancing, the Company would have had $82.4
million of Indebtedness ranking PARI PASSU in right of payment with the Senior
Notes and $247.4 million of Indebtedness ranking senior in right of payment to
the Senior Subordinated Notes at March 31, 1994.

As a result of the Company's holding company structure, the Company's
creditors, including the holders of the Notes, will effectively be subordinated
to all creditors of the Company's Subsidiaries, including, but not limited to,
trade creditors and lenders under the New Credit Facility. In addition, because
the obligations of the Company and the Co-Obligors under the New Credit Facility
are secured by all of the assets of the Co-Obligors, the Notes will be
effectively subordinated to the Company's obligations under the New Credit
Facility. All of the Company's operations are conducted, substantially all of
the tangible assets of the Company are held by, and all of the Company's
operating revenues are derived from, operations of its Subsidiaries. Therefore,
the Company's ability to make interest and principal payments when due to
holders of the Notes, or to repurchase the Notes in the event of a Change in
Control, is entirely dependent upon the receipt of sufficient funds from its
Subsidiaries. The Company's Subsidiaries are separate and distinct legal
entities and have no obligations, contingent or otherwise, to pay any amounts
due pursuant to the Notes or to make any funds available therefor, whether in
the form of loans, dividends or otherwise. In the event of the dissolution,
bankruptcy, liquidation or reorganization of the Company, the holders of the
Notes may not receive any payments with respect to the Notes until after the
payment in full of the claims of the creditors of the Company's Subsidiaries.
After giving effect to the Refinancing, the Subsidiaries would have had total
liabilities (including trade payables and the obligations under the New Credit
Facility) of $375.5 million at March 31, 1994.

In addition, by reason of the subordination of the Senior Subordinated
Notes, in the event of liquidation or insolvency, holders of Senior Indebtedness
may recover more, ratably, than the holders of the Senior Subordinated Notes,
and funds which would be otherwise payable to the holders of the Senior
Subordinated Notes will be paid to the holders of the Senior Indebtedness in
full.

SUBORDINATION OF SENIOR SUBORDINATED NOTES

The payment of the principal of, premium, if any, and interest on, the
Senior Subordinated Notes will be subordinated, as set forth in the Senior
Subordinated Indenture, in right of payment to the prior payment in full of all
Senior Indebtedness, in cash or cash equivalents or in any other form as
acceptable to holders of Senior Indebtedness.

Upon the occurrence of any default in the payment of principal, premium, if
any, or interest on any Designated Senior Indebtedness, whether at maturity or
otherwise, no payment (other than payments previously made pursuant to the
provisions described under "-- Defeasance or Covenant Defeasance of Indentures")
or distribution of any assets of the Company of any kind or character (excluding
certain permitted issuances of equity or subordinated securities) shall be made
by the Company on account of

52
<PAGE>

the principal of, premium, if any, or interest on, the Senior Subordinated Notes
or any other Indenture Obligation under the Senior Subordinated Note Indenture
or on account of the purchase, redemption, defeasance or other acquisition of or
in respect of the Senior Subordinated Notes unless and until such default has
been cured, waived, or has ceased to exist or such Designated Senior
Indebtedness shall have been discharged or paid in full, in cash or cash
equivalents or in any other form as acceptable to the holders of Senior
Indebtedness.

Upon the occurrence of any default other than a payment default with respect
to any Designated Senior Indebtedness pursuant to which the maturity thereof may
be accelerated (a "Non-payment Default"), and after any applicable grace period
and the receipt by the Senior Subordinated Indenture Trustee and the Company
from a representative of the holder or the holder of any Designated Senior
Indebtedness of a written notice of such default, no payment (other than
payments previously made pursuant to the provisions described under "--
Defeasance or Covenant Defeasance of Indentures") or distribution of any assets
of the Company of any kind or character (excluding certain permitted equity or
subordinated securities) may be made by the Company on account of any principal
of, premium, if any, or interest on, the Senior Subordinated Notes or any other
Indenture Obligation under the Senior Subordinated Note Indenture or on account
of the purchase, redemption, defeasance, or other acquisition of or in respect
of, the Senior Subordinated Notes for the period specified below (the "Payment
Blockage Period").

The Payment Blockage Period shall commence upon the receipt of notice of the
Non-payment Default by the Senior Subordinated Note Trustee and the Company from
a representative of the holder or the holder of any Designated Senior
Indebtedness and shall end on the earliest to occur of (i) 179 days after
receipt of such written notice by the Senior Subordinated Note Trustee (provided
such Designated Senior Indebtedness as to which notice was given shall not
theretofore have been accelerated), (ii) the date on which such Non-payment
Default is cured, waived or ceases to exist or on which such Designated Senior
Indebtedness is discharged or paid in full, in cash or cash equivalents or in
any other form as acceptable to the holders of such Designated Senior
Indebtedness, or (iii) the date on which such Payment Blockage Period shall have
been terminated by written notice to the Company or the Senior Subordinated Note
Trustee from the representatives of holders of Designated Senior Indebtedness or
the holder of any Designated Senior Indebtedness initiating such Payment
Blockage Period, after which, in the case of clause (i), (ii), or (iii), the
Company shall promptly resume making any and all required payments in respect of
the Senior Subordinated Notes, including any missed payments. In no event will a
Payment Blockage Period extend beyond 179 days from the date of the receipt by
the Senior Subordinated Note Trustee of the notice initiating such Payment
Blockage Period (such 179-day period referred to as the "Initial Blockage
Period"). Any number of notices of Non-payment Defaults may be given during the
Initial Blockage Period; PROVIDED that during any period of 365 consecutive days
only one such Payment Blockage Period may commence and the duration of such
period may not exceed 179 days. No Non-payment Default with respect to
Designated Senior Indebtedness that existed or was continuing on the date of the
commencement of any Payment Blockage Period will be, or can be, made the basis
for the commencement of a second Payment Blockage Period, whether or not within
a period of 365 consecutive days, unless such Non-payment Default has been cured
or waived for a period of not less than 90 consecutive days. (Section 1203 of
the Senior Subordinated Note Indenture only)

If the Company fails to make any payment on the Senior Subordinated Notes
when due or within any applicable grace period, whether or not on account of the
payment blockage provisions referred to above, such failure would constitute an
Event of Default under the Senior Subordinated Note Indenture and would enable
the holders of the Senior Subordinated Notes to accelerate the maturity thereof.
See "-- Events of Default."

The Senior Subordinated Indenture will provide that in the event of (a) any
insolvency or bankruptcy case or proceeding, or any receivership, liquidation,
reorganization or other similar case or proceeding in connection therewith,
relative to the Company or to its assets or (b) any liquidation, dissolution or
other winding up of the Company whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy or (c) any assignment for the benefit of
creditors or any other

53
<PAGE>

marshalling of assets or liabilities of the Company, all Senior Indebtedness
must be paid in full, in cash or cash equivalents or in any other form as
acceptable to the holders of Senior Indebtedness, before any payment or
distribution (excluding distributions of certain permitted equity or
subordinated securities) is made on account of the principal of, premium, if
any, or interest on the Senior Subordinated Notes.

"Senior Indebtedness" under the Senior Subordinated Note Indenture means the
principal of, premium, if any, and interest (including interest accruing after
the filing of a petition initiating any proceeding under any state, federal or
foreign bankruptcy laws whether or not allowed as a claim in such proceeding) on
any Indebtedness of the Company (other than as otherwise provided in this
definition), whether outstanding on the date of the Senior Subordinated Note
Indenture or thereafter created, incurred or assumed, and whether at any time
owing, actually or contingent, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Senior Subordinated Notes. Without
limiting the generality of the foregoing, "Senior Indebtedness" shall include
the principal of, premium, if any, and interest (including interest accruing
after the filing of a petition initiating any proceeding under any state,
federal or foreign bankruptcy laws whether or not allowed as a claim in such
proceeding ) on all Indebtedness of the Company from time to time owed under the
New Credit Facility and the Senior Notes and the Senior Note Indenture,
PROVIDED, HOWEVER, that any Indebtedness under any refinancing, refunding, or
replacement of the New Credit Facility or the Senior Notes shall not constitute
Senior Indebtedness to the extent that the Indebtedness thereunder is by its
express terms subordinate in right of payment to any other Indebtedness of the
Company. Notwithstanding the foregoing, "Senior Indebtedness" shall not include
(i) Indebtedness evidenced by the Senior Subordinated Notes, (ii) Indebtedness
that is subordinate or junior in right of payment to any Indebtedness of the
Company, (iii) Indebtedness which when incurred, and without respect to any
election under Section 1111(b) of the Bankruptcy Law, is without recourse to the
Company, (iv) Indebtedness which is represented by Redeemable Capital Stock, (v)
any liability for foreign, federal, state, local or other taxes owed or owing by
the Company, (vi) Indebtedness of the Company to a Subsidiary or any other
Affiliate of the Company or any of such Affiliate's subsidiaries and (vii) that
portion of any Indebtedness which at the time of incurrence is issued in
violation of the provisions of the "Limitation on Indebtedness" covenant of the
Senior Subordinated Note Indenture.

"Designated Senior Indebtedness" under the Senior Subordinated Note
Indenture means (i) all Senior Indebtedness under the New Credit Facility, the
Senior Notes and the Senior Note Indenture and (ii) any other Senior
Indebtedness which, at the time of determination, has an aggregate principal
amount outstanding, together with any commitments to lend additional amounts, of
at least $40 million and is specifically designated in the instrument evidencing
such Senior Indebtedness or the agreement under which such Senior Indebtedness
arises as "Designated Senior Indebtedness" by the Company.

As of March 31, 1994, after giving effect to the sale of the Notes and the
application of the estimated net proceeds thereof, the aggregate amount of
Senior Indebtedness (all of which would constitute Designated Senior
Indebtedness) outstanding would have been approximately $247.4 million.

SECURITY

Pursuant to the Pledge Agreement, the Company will assign and pledge to the
Collateral Agent for the benefit of the holders of the Senior Notes and the
lenders under New Credit Facility on an equal and ratable basis, a security
interest in all of the shares of capital stock of Great Dane and Motors owned by
the Company on the date of the Senior Note Indenture or thereafter acquired by
the Company and all dividends, interest, cash, instruments and other property
and proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any of the foregoing and any account, instrument
or security in which any of the foregoing is deposited or invested, including
any earnings therein (collectively, the "Collateral"). The obligations under the
New Credit Facility are secured by both the Collateral and substantially all the
assets of the Co-Obligors. (Section 1201 of the Senior Note Indenture only)

54
<PAGE>

The Pledge Agreement provides that upon delivery of a request to the
Collateral Agent, after the occurrence and during the continuance of any event
of default under the New Credit Facility or the Senior Note Indenture, as the
case may be, by the requisite lenders under the New Credit Facility (as set
forth in the New Credit Facility) or the Senior Note Trustee at the direction of
the holders of the Senior Notes, respectively, the Collateral Agent shall seek
to enforce the rights and remedies available to it under the Pledge Agreement,
including foreclosure upon the Collateral. Any amounts realized by the
Collateral Agent as a result of the exercise of rights and remedies under the
Pledge Agreement will be applied as follows: first, to the payment of the
expenses relating to the enforcement of such rights and remedies; second, to the
payment of principal and interest due and payable with respect to the New Credit
Facility and the Senior Note Indenture pro rata based upon the aggregate
principal amount of Indebtedness outstanding thereunder; third, to the payment
of fees and other amounts then payable to the Collateral Agent, the agent under
New Credit Facility and the Senior Note Trustee on a pro rata basis in
accordance with the total amount owing to each of the foregoing; and fourth, to
the Company or such other person as may be legally entitled thereto.

The value of the Collateral in the event of liquidation will depend on
market and economic conditions, the availability of buyers and similar factors
at the time of liquidation. Accordingly, there can be no assurance that the
proceeds of the Collateral or any sale thereof pursuant to the terms of the
Pledge Agreement would be sufficient to satisfy payments due on the New Credit
Facility and the Senior Notes. If such proceeds were not sufficient to repay all
such amounts, then holders of the Senior Notes (to the extent not so repaid)
would have only an unsecured claim against the remaining assets, if any, of the
Company.

The Pledge Agreement may be amended or waived only with the consent of the
requisite lenders under the New Credit Facility and the holders of a majority of
the aggregate principal amount of Senior Notes outstanding. However, the Pledge
Agreement may not be amended or waived to release any material Collateral or to
change the priority of payment of the proceeds from the sale of Collateral
without the consent of all of the lenders under the New Credit Facility and all
of the holders of the Senior Notes. For a description of the requisite consent
of the holders of the Senior Notes required to approve an amendment, see "--
Modifications and Amendments."

OPTIONAL REDEMPTION

The Senior Notes will be subject to redemption at any time on or after
, 1999, at the option of the Company, in whole or in part, on not less
than 30 nor more than 60 days' prior notice in amounts of $1,000 or an integral
multiple thereof at the following redemption prices (expressed as percentages of
the principal amount), if redeemed during the 12-month period beginning on
of the years indicated below:

<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
- --------- -----------------
<S> <C>
1999 %
2000 %
2001 %
</TABLE>

and thereafter at 100% of the principal amount, in each case together with
accrued and unpaid interest, if any, to the redemption date (subject to the
right of holders of record on relevant record dates to receive interest due on
an interest payment date).

The Senior Subordinated Notes will be subject to redemption at any time on
or after , 1999, at the option of the Company, in whole or in part,
on not less than 30 nor more than 60 days' prior

55
<PAGE>
notice in amounts of $1,000 or an integral multiple thereof at the following
redemption prices (expressed as percentages of the principal amount), if
redeemed during the 12-month period beginning on of the years indicated
below:

<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
- --------- -----------------
<S> <C>
1999 %
2000 %
2001 %
</TABLE>

In addition, up to 25% of the aggregate principal amount of the Senior
Subordinated Notes outstanding on the date of the Senior Subordinated Note
Indenture will be redeemable prior to , 1997, at the option of the
Company, within 120 days of a Public Offering from the net proceeds of such
sale, in amounts of $1,000 or an integral multiple thereof, at a redemption
price equal to % of the principal amount, together with accrued and unpaid
interest, if any, to the date of redemption (subject to the right of holders of
record on relevant record dates to receive interest due on an interest payment
date); PROVIDED that $ in aggregate principal amount of the Senior
Subordinated Notes remains outstanding immediately following such redemption.

If less than all of the Notes are to be redeemed in the case of any of the
foregoing redemptions, the applicable Trustee shall select the Notes or the
portion thereof to be redeemed pro rata, by lot or by any other method the
applicable Trustee shall deem fair and reasonable. (See Sections 203, 1101, 1105
and 1107)

SINKING FUND

The Notes will not be entitled to the benefit of any sinking fund.

CERTAIN COVENANTS

The Indentures will contain, among others, the following covenants:

LIMITATION ON INDEBTEDNESS. The Company will not, and will not permit any
Subsidiary to, create, issue, assume, guarantee, or otherwise in any manner
become directly or indirectly liable for or with respect to or otherwise incur
(collectively, "incur") any Indebtedness (other than Permitted Indebtedness but
including any Acquired Indebtedness) unless (i) such Indebtedness is
Indebtedness of the Company, Permitted Subsidiary Indebtedness or Acquired
Indebtedness of a Subsidiary and (ii) at the time of such incurrence the
Consolidated Fixed Charge Coverage Ratio for the Company for the four full
fiscal quarters immediately preceding such incurrence reflected on the Company's
historical financial statements is at least equal to 2.0:1.0 (after giving PRO
FORMA effect to (a) the incurrence of such Indebtedness and (if applicable) the
application of the net proceeds therefrom, including to refinance other
Indebtedness, as if such Indebtedness was incurred, and the application of such
proceeds occurred, at the beginning of such four-quarter period; (b) the
incurrence, repayment or retirement of any other Indebtedness by the Company and
its Subsidiaries since the first day of such four-quarter period as if such
Indebtedness was incurred, repaid or retired at the beginning of such
four-quarter period (except that, in making such computation, the amount of
Indebtedness under any revolving credit facility shall be computed based upon
the average daily balance of such Indebtedness during such four-quarter period);
(c) in the case of Acquired Indebtedness, the related acquisition (as if such
acquisition had been consummated on the first day of such four-quarter period);
and (d) any acquisition or disposition by the Company and its Subsidiaries of
any company or any business or any assets out of the ordinary course of
business, whether by merger, stock purchase or sale, or asset purchase or sale,
or any related repayment of Indebtedness, in each case since the first day of
such four-quarter period, as if such acquisition or disposition had been
consummated on the first day of such four-quarter period). (Section 1008).

56
<PAGE>
LIMITATION ON RESTRICTED PAYMENTS. (a) The Company will not, and will not
permit any Subsidiary to, directly or indirectly:

(i) declare or pay any dividend on, or make any distribution to holders
of, the Company's Capital Stock (other than dividends or distributions
payable in shares of the Company's Qualified Capital Stock or in options,
warrants or other rights to acquire such Qualified Capital Stock);

(ii) purchase, redeem or otherwise acquire or retire for value, directly
or indirectly, any Capital Stock of the Company or any Capital Stock of any
Affiliate of the Company (other than Capital Stock of any Wholly Owned
Subsidiary or Capital Stock held by the Company or any Wholly Owned
Subsidiary) or options, warrants or other rights to acquire such Capital
Stock;

(iii) make any principal payment on, or repurchase, redeem, defease,
retire or otherwise acquire for value, prior to any scheduled principal
payment, any sinking fund payment or maturity, any Indebtedness of the
Company that is expressly subordinate in right of payment to the Senior
Notes or the Senior Subordinated Notes, as the case may be;

(iv) declare or pay any dividend or distribution on any Capital Stock of
any Subsidiary to any Person (other than with respect to any Capital Stock
held by the Company or any of its Wholly Owned Subsidiaries);

(v) incur, create or assume any guarantee of Indebtedness of any
Affiliate of the Company (other than a Wholly Owned Subsidiary of the
Company); or

(vi) make any Investment in any Person (other than any Permitted
Investments);

(all of the foregoing payments described in paragraphs (i) through (vi) above,
other than any such action that is a Permitted Payment (as defined below),
collectively are referred to as "Restricted Payments") unless at the time of and
after giving effect to the proposed Restricted Payment (the amount of any such
Restricted Payment, if other than cash, as determined by the Board of Directors,
whose determination shall be conclusive and evidenced by a board resolution),
(1) no Default or Event of Default shall have occurred and be continuing and
such Restricted Payment shall not be an event which is, or after notice or lapse
of time or both, would be, an "event of default" under the terms of any
Indebtedness of the Company or its Subsidiaries; (2) immediately before and
immediately after giving effect to such transaction on a PRO FORMA basis, the
Company could incur $1.00 of additional Indebtedness (other than Permitted
Indebtedness) under the provisions described under "-- Limitation on
Indebtedness"; and (3) the aggregate amount of all such Restricted Payments
(other than Permitted Payments) declared or made after the date of the
Indentures does not exceed the sum of:

(A) 50% of the aggregate cumulative Consolidated Net Income of the
Company accrued on a cumulative basis during the period beginning on the
first day of the Company's fiscal quarter commencing after the date of the
Indentures and ending on the last day of the Company's last fiscal quarter
ending prior to the date of the Restricted Payment (or, if such aggregate
cumulative Consolidated Net Income shall be a loss, minus 100% of such
loss);

(B) the aggregate Net Cash Proceeds received after the date of the
Indentures by the Company from the issuance or sale (other than to any of
its Subsidiaries) of its Qualified Capital Stock or any options, warrants or
rights to purchase such Qualified Capital Stock of the Company (except, in
each case, to the extent such proceeds are used to purchase, redeem or
otherwise retire Capital Stock or Indebtedness subordinate in right of
payment to the Senior Notes or the Senior Subordinated Notes, as the case
may be, as set forth below);

(C) the aggregate Net Cash Proceeds received after the date of the
Indentures by the Company (other than from any of its Subsidiaries) upon the
exercise of any options or warrants to purchase Qualified Capital Stock of
the Company; and

(D) the aggregate Net Cash Proceeds received after the date of the
Indentures by the Company from debt securities or Redeemable Capital Stock
that have been converted into or exchanged for

57
<PAGE>
Qualified Capital Stock of the Company to the extent such debt securities or
Redeemable Capital Stock are originally sold for cash plus the aggregate Net
Cash Proceeds received by the Company at the time of such conversion or
exchange.

(b) Notwithstanding the foregoing, and in the case of paragraphs (ii),
(iii), (iv), (v), (vi), (vii) and (viii) below, so long as there is no Default
or Event of Default continuing, the foregoing provisions shall not prohibit the
following actions (each of paragraphs (i) through (ix) being referred to as a
"Permitted Payment"):

(i) the payment of any dividend or distribution within 60 days after the
date of declaration thereof, if at such date of declaration such payment
would be permitted by the provisions of paragraph (a) of this Section and
such payment shall be deemed to have been paid on such date of declaration
for purposes of the calculation required by paragraph (a) of this Section;

(ii) the repurchase, redemption or other acquisition or retirement of
any shares of Capital Stock of the Company in exchange for (including any
such exchange pursuant to the exercise of a conversion right or privilege
which in connection therewith cash is paid in lieu of the issuance of
fractional shares or scrip), or out of the Net Cash Proceeds of, a
substantially concurrent issue and sale for cash (other than to a
Subsidiary) of other Qualified Capital Stock of the Company; PROVIDED that
the Net Cash Proceeds from the issuance of such shares of Qualified Capital
Stock are excluded from clause (3)(B) of paragraph (a) of this Section;

(iii) any repurchase, redemption, defeasance, retirement or acquisition
for value or payment of principal of any Indebtedness subordinate in right
of payment to the Senior Notes or the Senior Subordinated Notes, as the case
may be, in exchange for, or out of the net proceeds of, a substantially
concurrent issuance and sale for cash (other than to a Subsidiary) of any
Qualified Capital Stock of the Company; PROVIDED that the Net Cash Proceeds
from the issuance of such Qualified Capital Stock are excluded from clause
(3)(B) of paragraph (a) of this Section;

(iv) the repurchase, redemption, defeasance, retirement, refinancing,
acquisition for value or payment of principal of any Indebtedness
subordinate in right of payment to the Senior Notes or the Senior
Subordinated Notes, as the case may be (other than Redeemable Capital Stock)
(a "refinancing"), through the issuance of new Indebtedness subordinated to
the Senior Notes or the Senior Subordinated Notes, as the case may be, of
the Company; PROVIDED that any such new Indebtedness (1) shall be in a
principal amount that does not exceed the principal amount so refinanced
(or, if such old Indebtedness provides for an amount less than the principal
amount thereof to be due and payable upon a declaration or acceleration
thereof, then such lesser amount as of the date of determination), plus the
lesser of (I) the stated amount of any premium or other payment required to
be paid in connection with such a refinancing pursuant to the terms of the
Indebtedness being refinanced or (II) the amount of premium or other payment
actually paid at such time to refinance the Indebtedness, plus, in either
case, the amount of expenses of the Company incurred in connection with such
refinancing; (2) has an Average Life to Stated Maturity greater than the
remaining Average Life to Stated Maturity of the Senior Notes or the Senior
Subordinated Notes, as the case may be; (3) has a Stated Maturity for its
final scheduled principal payment later than the Stated Maturity for the
final scheduled principal payment of the Senior Notes or the Senior
Subordinated Notes, as the case may be; and (4) such new Indebtedness is
expressly subordinated in right of payment to the Senior Notes or the Senior
Subordinated Notes, as the case may be, at least to the same extent as the
Indebtedness to be refinanced;

(v) the repurchase, redemption, defeasance, retirement, refinancing or
acquisition for value (collectively, a "repurchase") of all (but not less
than all) the 14 1/2% Debentures and the 12 3/4% Debentures, in each case,
outstanding on the date of the Indentures in accordance with the terms of
the respective instruments governing the terms of such respective
Indebtedness for an aggregate consideration not to exceed $ million (plus
accrued and unpaid interest through the date of repurchase) for all 14 1/2%
Debentures repurchased and $ million (plus accrued and unpaid interest
through the date of repurchase) for all 12 3/4% Debentures repurchased;

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(vi) in the case of the Senior Note Indenture, the redemption of up to
25% of the initial aggregate principal amount of the Senior Subordinated
Notes issued pursuant to the Senior Subordinated Note Indenture within 120
days of the Public Offering, if any, from the net proceeds thereof in
accordance with the terms of the Senior Subordinated Notes; PROVIDED that
$ in aggregate principal amount of the Senior Subordinated Notes
remains outstanding immediately following such redemption;

(vii) the repurchase of any Indebtedness which is subordinate in right of
payment to the Senior Notes or the Senior Subordinated Notes, as the case
may be, at a purchase price not greater than 100% of the principal amount of
such Indebtedness pursuant to a provision similar to the covenant described
under "-- Limitation on Sale of Assets"; PROVIDED, that prior to such
repurchase the Company has made the Senior Note Offer or Senior Subordinated
Offer, as the case may be, as described under "-- Limitation on Sale of
Assets" and has repurchased all Senior Notes or Senior Subordinated Notes,
as the case may be, validly tendered for payment in connection with such
Senior Note Offer or Senior Subordinated Offer;

(viii) the repurchase of any Indebtedness which is subordinate in right of
payment to the Senior Notes or the Senior Subordinated Notes, as the case
may be, at a purchase price not greater than 101% of the principal amount of
such Indebtedness in the event of a Change of Control pursuant to a
provision similar to the covenant described under "-- Purchase of Notes Upon
a Change of Control"; PROVIDED, that prior to such repurchase the Company
has made the Change of Control Offer as described in "Purchase of Notes Upon
a Change of Control" and has repurchased all Senior Notes or Subordinated
Notes, as the case may be, validly tendered for payment in connection with
such Change of Control Offer; and

(ix) the payment by SCSM of any dividend or distribution on any of its
Capital Stock; PROVIDED that such payments are paid pro rata to all
shareholders and the aggregate amount of any such payments paid to
shareholders (other than the Company and its Wholly Owned Subsidiaries)
within any fiscal year does not exceed 10% of the Consolidated Net Income of
SCSM for the previous fiscal year. (Section 1009)

LIMITATION ON TRANSACTIONS WITH AFFILIATES. The Company will not, and will
not permit any Subsidiary to, directly and indirectly, make any loan, advance,
guarantee or capital contribution to, or for the benefit of, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or for the
benefit of, or purchase or lease any property or assets from, or enter into or
amend, or increase the payments by the Company or any of its Subsidiaries under
or otherwise alter the terms of, any contract, agreement or understanding with,
or for the benefit of, any Affiliate of the Company, including pay any
compensation paid to Affiliates of the Company that are officers or employees of
the Company (each, an "Affiliate Transaction") unless (i) such Affiliate
Transaction is in writing and on terms which are fair and reasonable to the
Company or such Subsidiary, as the case may be, and are at least as favorable to
the Company or such Subsidiary as the terms which could be obtained by the
Company or such Subsidiary, as the case may be, in a comparable transaction made
on an arm's-length basis with a Person who is not such an Affiliate of the
Company, (ii) with respect to any Affiliate Transaction involving aggregate
payments in excess of $2 million, the Company delivers an officer's certificate
to the Trustee certifying that such Affiliate Transaction complies with clause
(i) above and that either (A) such Affiliate Transaction has been approved by a
majority of the Disinterested Directors of the Board of Directors who shall have
determined in good faith that such Affiliate Transaction is on terms which are
fair and reasonable to the Company or such Subsidiary, as the case may be, and
are at least as favorable to the Company or such Subsidiary as the terms which
could be obtained by the Company or such Subsidiary, as the case may be, in a
comparable transaction made on an arm's-length basis with a Person who is not
such an Affiliate of the Company, or (B) the Company has received an opinion
from a qualified independent financial adviser to the Company to the effect that
such Affiliate Transaction is fair to the Company or such Subsidiary, as the
case may be, from a financial point of view, and (iii) with respect to any
Affiliate Transaction involving aggregate payments in excess of $5 million, the
Company delivers an officers' certificate to the Trustee certifying that such
Affiliate Transaction complies with clause (i) above and both clauses (ii)(A)
and

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(ii)(B) above; PROVIDED, HOWEVER, that Affiliate Transactions shall not include
(i) transactions between the Company and any of its Wholly Owned Subsidiaries or
among Wholly Owned Subsidiaries of the Company (for this purpose a Wholly Owned
Subsidiary shall include SCSM if the Company, directly or indirectly,
beneficially owns at least 90% of the equity interest in SCSM and the remaining
equity interest, if any, is beneficially owned by Persons other than Affiliates
of the Company), (ii) any transaction with an officer or member of the Board of
Directors of the Company or any Subsidiary entered into in the ordinary course
of business or (iii) performance of any agreement or arrangement in existence
(written or oral) on the date of the Indentures in accordance with its terms as
in effect on such date. (Section 1010)

LIMITATION ON COMPENSATION. The Company will not, and will not permit any
Subsidiary to, directly or indirectly, pay to each of Martin L. Solomon, Allan
R. Tessler and Wilmer J. Thomas, Jr. aggregate compensation from the Company and
its Subsidiaries in any calendar year in excess of the aggregate compensation
which was paid in 1993 to each such person by the Company and its Subsidiaries
as disclosed in this Prospectus. The Company will not, and will not permit any
Subsidiary to, directly or indirectly, pay to David R. Markin aggregate
consulting fees from the Company and its Subsidiaries in any calendar year in
excess of the aggregate consulting fees which he was paid in 1993 by the Company
and its Subsidiaries as disclosed in this Prospectus. (Section 1019)

LIMITATION ON SALE OF ASSETS. (a) The Company will not, and will not permit
any Subsidiary to, directly or indirectly, consummate an Asset Sale unless (i)
at least 75% of the proceeds from such Asset Sale are received in cash and (ii)
the Company or such Subsidiary receives consideration at the time of such Asset
Sale at least equal to the Fair Market Value of the shares or assets sold (as
determined by the Board of Directors of the Company and evidenced in a board
resolution).

(b) If all or a portion of the Net Cash Proceeds of any Asset Sale is not
required to be applied to repay permanently any Indebtedness outstanding under
the New Credit Facility, or the Company determines not to apply such Net Cash
Proceeds to the permanent prepayment of any Indebtedness outstanding under the
New Credit Facility or such New Credit Facility Indebtedness is no longer
outstanding, then the Company may within one year of the Asset Sale either
invest or enter into a legally binding agreement to invest the Net Cash Proceeds
in properties and assets that (as determined by the Board of Directors) replace
the properties and assets that were the subject of the Asset Sale or in
properties and assets that will be used in the businesses of the Company or its
Subsidiaries existing on the date of the Indentures or reasonably related
thereto. The amount of such Net Cash Proceeds neither used to permanently repay
or prepay New Credit Facility Indebtedness nor used or invested as set forth in
this paragraph constitutes "Excess Proceeds."

(c) When the aggregate amount of Excess Proceeds equals $10 million or more,
the Company shall apply the Excess Proceeds to the repayment of the Senior Notes
and any Pari Passu Indebtedness thereof (other than Indebtedness outstanding
under the New Credit Facility) required to be repurchased under the
instrument(s) governing such Pari Passu Indebtedness as follows: (i) the Company
shall make an offer to purchase (a "Senior Note Offer") from all holders of the
Senior Notes in accordance with the procedures set forth in the Senior Note
Indenture in the maximum principal amount (expressed as a multiple of $1,000) of
Senior Notes that may be purchased out of an amount (the "Note Amount") equal to
the product of such Excess Proceeds multiplied by a fraction, the numerator of
which is the outstanding principal amount of the Senior Notes, and the
denominator of which is the sum of the outstanding principal amount of the
Senior Notes and such Pari Passu Indebtedness (subject to proration in the event
such amount is less than the aggregate Offered Price (as defined herein) of all
Senior Notes tendered) and (ii) to the extent required by such Pari Passu
Indebtedness to permanently reduce the principal amount of such Pari Passu
Indebtedness, the Company shall make an offer to purchase or otherwise
repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") out of an
amount (the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds
over the Note Amount; PROVIDED that in no event shall the Pari Passu Debt Amount
exceed the principal amount of such Pari Passu Indebtedness plus the amount of
any premium required to be paid to repurchase such Pari Passu Indebtedness. The
Senior Note Offer price shall be payable in cash in an amount equal to 100% of
the principal amount of the Senior Notes plus accrued and unpaid interest, if
any, to the date (the "Offer Date") such Senior Note

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Offer is consummated (the "Offered Price"), in accordance with the procedures
set forth in the Senior Note Indenture. To the extent the aggregate amount of
Excess Proceeds remaining after giving effect to the Senior Note Offer and the
related Pari Passu Offers (if any) equals $10 million or more, on the Business
Day following the date of purchase under the Senior Note Offer, the Company
shall apply the then remaining Excess Proceeds to the repayment of the Senior
Subordinated Notes and any Pari Passu Indebtedness thereof required to be
repurchased under the instruments governing such Pari Passu Indebtedness
pursuant to an offer to purchase (the "Senior Subordinated Offer"; together with
the Senior Note Offer, the "Offers"; reference to an "Offer" means a Senior Note
Offer or a Senior Subordinated Offer as the context may require) to the holders
of the Senior Subordinated Notes and an offer to purchase or other purchase or
redemption of such Pari Passu Indebtedness on the same terms as the Senior Note
Offer and the Pari Passu Offers related thereto as specified above. Upon
completion of the purchase of all the Notes tendered pursuant to the Offers
referred to above or repurchase of the Pari Passu Indebtedness pursuant to any
related Pari Passu Offers, the amount of Excess Proceeds shall be reset at zero.
To the extent that the aggregate amount of Notes tendered and repurchased and
Pari Passu Indebtedness repurchased pursuant to any Offers referred to above and
any related Pari Passu Offers, respectively, is less than the amount of Excess
Proceeds, the Company may use such deficiency, or portion thereof, for general
corporate purposes.

(d) Whenever the Excess Proceeds received by the Company exceed $10 million,
such Excess Proceeds shall, prior to the purchase of Notes or any Pari Passu
Indebtedness described in paragraph (c) above, be set aside by the Company in a
separate account pending (i) deposit with the depositary or a paying agent or
the applicable Trustee of the amount required to purchase the Notes or the
repurchase or redemption price of Pari Passu Indebtedness tendered in a Senior
Note Offer or Senior Subordinated Offer or a Pari Passu Offer, (ii) delivery by
the Company of the Offered Price to the holders of the Notes tendered in a
Senior Note Offer or Senior Subordinated Offer or Pari Passu Indebtedness
tendered in a Pari Passu Offer and (iii) application, as set forth above, of
Excess Proceeds in the business of the Company and its Subsidiaries; PROVIDED
that in no event shall the Company be required to set aside an amount in excess
of the sum of the Note Amount for the Senior Note Offer and the Note Amount for
the Senior Subordinated Offer and the Pari Passu Debt Amount for the Senior Note
Offer and the Senior Subordinated Offer. Such Excess Proceeds may be invested in
Temporary Cash Investments; PROVIDED that the maturity date of any such
investment made after the amount of Excess Proceeds exceeds $10 million shall
not be later than the Offer Date with respect to the Senior Note Offer (or if no
Senior Note Offer is required, the Offer Date with respect to the Senior
Subordinated Note Offer). The Company shall be entitled to any interest or
dividends accrued, earned or paid on such Temporary Cash Investments; PROVIDED
that the Company shall not be entitled to such interest if an Event of Default
has occurred and is continuing.

(e) If the Company becomes obligated to make an Offer pursuant to clause (c)
above, the Notes shall be purchased by the Company, at the option of the holders
thereof, in whole or in part in integral multiples of $1,000, on a date that is
not earlier than 45 days and not later than 60 days from the date the notice of
the Senior Note Offer or Senior Subordinated Offer is given to holders, or such
later date as may be necessary for the Company to comply with the requirements
under the Exchange Act, subject to proration in the event the Note Amount is
less than the aggregate Offered Price of all Notes tendered.

(f) The Company shall comply with the applicable tender offer rules,
including Rule 14e-1 under the Exchange Act, and any other applicable securities
laws or regulations in connection with an Offer.

(g) The Company will not, and will not permit any Subsidiary to, create or
permit to exist or become effective any restriction (other than restrictions
existing under Indebtedness as in effect on the date of the Indentures as such
Indebtedness may be refinanced or replaced from time to time; PROVIDED that such
restrictions are not less favorable to the holders of Notes than those existing
on the date of the Indentures) that would materially impair the ability of the
Company to make an Offer to purchase the Notes or, if such Offer is made, to pay
for the Notes tendered for purchase. (Section 1011)

LIMITATION ON LIENS. The Company will not, and will not permit any
Subsidiary to, directly or indirectly, create, incur, affirm or suffer to exist
any Lien (other than Permitted Liens) of any kind upon any of its property or
assets (including any intercompany notes) or any income or profits therefrom,

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except if the Notes (or a Guarantee, in the case of Liens of a Guarantor) are
directly secured equally and ratably with (or prior to in the case of Liens with
respect to Indebtedness subordinate in right of payment to the Senior Notes or
the Senior Subordinated Notes, as the case may be, or Indebtedness of a
Guarantor subordinated in right of payment to any Guarantee) the obligation or
liability secured by such Lien. (Section 1012)

LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS BY SUBSIDIARIES. (a)
The Company will not permit any Subsidiary, directly or indirectly, to
guarantee, assume or in any other manner become liable with respect to any
Indebtedness of the Company other than guarantees of the Notes or indebtedness
under the New Credit Facility unless (i) such Subsidiary simultaneously executes
and delivers a supplemental indenture to each of the Indentures providing for a
guarantee of the Notes and if such Indebtedness is by its terms expressly
subordinated to the Senior Notes or the Senior Subordinated Notes, as the case
may be, any such assumption, guarantee or other liability of such Subsidiary
with respect to such Indebtedness shall be subordinated to such Subsidiary's
assumption, guarantee or other liability with respect to the Notes to the same
extent as such Indebtedness is subordinated to the Senior Notes or the Senior
Subordinated Notes, as the case may be, and (ii) such Subsidiary waives and will
not in any manner whatsoever claim, or take the benefit or advantage of, any
rights of reimbursement, indemnity or subrogation or any other rights against
the Company or any other Subsidiary as a result of any payment by such
Subsidiary.

(b) Notwithstanding the foregoing, any Guarantee by a Subsidiary of the
Notes pursuant to the foregoing paragraph but not the provisions of "--
Limitation on Issuance and Sale of Capital Stock of Subsidiaries" shall provide
by its terms that it shall be automatically and unconditionally released and
discharged upon any sale, exchange or transfer, to any Person not an Affiliate
of the Company, of all of the Company's Capital Stock in, or all or
substantially all the assets of, such Subsidiary, which sale, exchange or
transfer is in compliance with the Indentures. (Section 1013)

PURCHASE OF NOTES UPON A CHANGE OF CONTROL. If a Change of Control shall
occur at any time, then each holder of Notes shall have the right to require
that the Company purchase such holder's Notes in whole or in part in integral
multiples of $1,000, at a purchase price (the "Change of Control Purchase
Price") in cash in an amount equal to 101% of the principal amount of such
Notes, plus accrued and unpaid interest, if any, to the date of purchase (the
"Change of Control Purchase Date"), pursuant to the offer described below (the
"Change of Control Offer") and the other procedures set forth in the Indentures.

Within 30 days following any Change of Control, the Company shall notify the
Trustees thereof and give written notice of such Change of Control to each
holder of Notes, by first-class mail, postage prepaid, at his address appearing
in the applicable security register, stating, among other things: (a) the Change
of Control Purchase Price and that the Change of Control Purchase Date shall be
a certain business day no earlier than 30 days or later than 60 days from the
date such notice is mailed, or such later date as is necessary to comply with
requirements under the Exchange Act; provided, that the Change of Control
Purchase Date (as set forth in the Senior Subordinated Note Indenture)
established by the Company for the repurchase of the Senior Subordinated Notes
will be a date subsequent to the Change of Control Purchase Date (as set forth
in the Senior Note Indenture) established by the Company for the repurchase of
the Senior Notes; (b) that any Senior Note or Senior Subordinated Note not
tendered will continue to accrue interest; (c) that, unless the Company defaults
in the payment of the Change of Control Purchase Price, any Notes accepted for
payment pursuant to the Change of Control Offer shall cease to accrue interest
after the Change of Control Purchase Date; and (d) certain other procedures that
a holder of Notes must follow to accept a Change of Control Offer or to withdraw
such acceptance. (Section 1014)

The Senior Subordinated Note Indenture will provide that, prior to complying
with this provision, the Company shall either repay and discharge all
outstanding Senior Indebtedness (including the Senior Notes) or obtain the
requisite consents, if any, under all agreements governing the outstanding
Senior Indebtedness, or in the case of the Senior Notes, consummate a Change of
Control Offer, to permit the repurchase of Senior Subordinated Notes required by
this provision. Any failure to comply with this paragraph shall constitute a
default of a covenant for purposes of clause (iii) (c) of the first paragraph of
"-- Events of Default."

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If a Change of Control Offer is made, there can be no assurance that the
Company will have available funds sufficient to pay the Change of Control
Purchase Price for any or all of the Notes that might be delivered by holders of
the Notes seeking to accept the Change of Control Offer and, accordingly, none
of the holders of the Notes may receive the Change of Control Purchase Price for
their Notes in the event of a Change of Control. The failure of the Company to
make or consummate the Change of Control Offer or pay the Change of Control
Purchase Price when due will give the Trustees and the holders of the Notes the
rights described under "-- Events of Default."

The term "all or substantially all" as used in the definition of "Change of
Control" has not been interpreted under New York law (which is the governing law
of the Indentures) to represent a specific quantitative test. As a consequence,
in the event the holders of the Notes elected to exercise their rights under the
Indentures and the Company elected to contest such election, there could be no
assurance as to how a court interpreting New York law would interpret the
phrase.

The existence of a holder's right to require the Company to repurchase such
holder's Notes upon a Change of Control may deter a third party from acquiring
the Company in a transaction which constitutes a Change of Control.

The provisions of the Indentures may not afford holders of the Notes the
right to require the Company to repurchase the Notes in the event of a highly
leveraged transaction or certain transactions with the Company's management or
its affiliates, including a reorganization, restructuring, merger or similar
transaction (including, in certain circumstances, an acquisition of the Company
by their respective managements or affiliates) involving the Company that may
adversely affect holders of the Notes, if such transaction is not a transaction
defined as a Change of Control. Reference is made to "Certain Definitions" for
the definition of "Change of Control." A transaction involving the Company's
management or its affiliates, or a transaction involving a recapitalization of
the Company, may result in a Change of Control if it is the type of transaction
specified by such definition.

The Company will comply with the applicable tender offer rules, including
Rule 14e-1 under the Exchange Act, and any other applicable securities laws or
regulations in connection with a Change of Control Offer. (Section 1014)

LIMITATION ON ISSUANCE AND SALE OF CAPITAL STOCK OF SUBSIDIARIES. The
Company will not permit (a) any Subsidiary to issue any Capital Stock (other
than to the Company or any Wholly Owned Subsidiary) or (b) any Person (other
than the Company or a Wholly Owned Subsidiary) to acquire any Capital Stock of
any Subsidiary from the Company or any Wholly Owned Subsidiary except upon the
sale of all of the outstanding Capital Stock of such Subsidiary owned by the
Company or a Wholly Owned Subsidiary except in either case if (i) the Subsidiary
whose Capital Stock is issued or sold guarantees all obligations of the Company
under the Indentures and the Notes by simultaneously executing and delivering a
supplemental indenture to each of the Indentures providing for such guarantee
(the terms of which guarantee, in the case of the guarantee of the obligations
under the Senior Note Indenture, shall rank no less than PARI PASSU in right of
payment with all Indebtedness of such Subsidiary Guarantor and in the case of
the guarantee of the obligations under the Senior Subordinated Note Indenture,
shall rank subordinate to the guarantee of Senior Indebtedness of the Subsidiary
(including the Senior Notes) and senior in right of payment to all Indebtedness
expressly subordinated to senior Indebtedness except for any future Indebtedness
of such Subsidiary Guarantor which expressly provides that it is PARI PASSU with
the senior subordinated Indebtedness of such Guarantor and PARI PASSU with such
Indebtedness of such Guarantor expressly provided to be PARI PASSU with the
senior subordinated Indebtedness) (provided that this clause (i) shall not be
applicable in the case of the issuance or sale of the Capital Stock of American
Country Insurance Company to the extent such guarantee is prohibited by law),
(ii) after giving effect to the sale or issuance of such Capital Stock, the
Company beneficially owns in excess of 50% of the outstanding Capital Stock of
such Subsidiary on a fully diluted basis and (iii) the Capital Stock is issued
or sold in an underwritten public offering pursuant to a registration statement
that has been declared effective by the Commission pursuant to the Securities
Act. (Section 1015)

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LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES. The Company will not, and will not permit any Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to (a)
pay dividends or make any other distribution on its Capital Stock to the Company
or any other Subsidiary, (b) pay any Indebtedness owed to the Company or any
Subsidiary, (c) make any Investment in the Company or any other Subsidiary or
(d) transfer any of its properties or assets to the Company or any Subsidiary,
except (i) any encumbrance or restriction pursuant to an agreement in effect on
the date of the Indentures and listed on a schedule to each of the Indentures,
(ii) any encumbrance or restriction, with respect to a Subsidiary that is not a
Subsidiary of the Company on the date of the Indentures, in existence at the
time such Person becomes a Subsidiary of the Company and not incurred in
connection with, or in contemplation of, such Person becoming a Subsidiary,
(iii) any such encumbrance or restriction in the New Credit Facility as in
effect on the date of the Indentures and (iv) any encumbrance or restriction
existing under any agreement that extends, renews, refinances or replaces the
agreements containing the encumbrances or restrictions in the foregoing clauses
(i) and (ii), PROVIDED that the terms and conditions of any such encumbrances or
restrictions are not materially less favorable to the holders of the Notes than
those under or pursuant to the agreement evidencing the Indebtedness so
extended, renewed, refinanced or replaced. (Section 1016)

IMPAIRMENT OF SECURITY INTEREST. The Senior Note Indenture will provide
that the Company shall not, and shall not permit any Subsidiary to, take or
knowingly or negligently omit to take any action which action or omission might
or would have the result of affecting or impairing the security interest in
favor of the Senior Note Trustee, on behalf of itself and the holders of the
Senior Notes, with respect to the Collateral, and the Company shall not, and
shall not permit any Subsidiary to, grant to any Person (other than the Senior
Note Trustee on behalf of itself and the holders of the Senior Notes) any
interest whatsoever in the Collateral other than Liens permitted by the Pledge
Agreement, including the security interest in the Collateral held pursuant to
the New Credit Facility. (Section 1017 of the Senior Note Indenture only)

LIMITATION ON SUBORDINATED INDEBTEDNESS. The Senior Subordinated Note
Indenture will provide that the Company will not incur, create, issue, assume,
guarantee, or otherwise become directly or indirectly liable with respect to any
Indebtedness that is contractually subordinate or junior in right of payment to
any Senior Debt and contractually senior in any respect in right of payment to
the Senior Subordinated Notes. (Section 1017 of the Senior Subordinated Note
Indenture only)

PROVISION OF FINANCIAL STATEMENTS. Whether or not the Company is subject to
Section 13(a) or 15(d) of the Exchange Act, the Company will, to the extent
permitted under the Exchange Act, file with the Commission the annual reports,
quarterly reports and other documents which the Company would have been or is
required to file with the Commission pursuant to such Section 13(a) or 15(d) if
the Company were or is so subject, such documents to be filed with the
Commission on or prior to the respective dates (the "Required Filing Dates") by
which the Company would have been or is required so to file such documents if
the Company were or is so subject. The Company will also in any event (x)(i)
within 15 days of each Required Filing Date file with each of the Trustees
copies of the annual reports, quarterly reports and other documents which the
Company would have been or is required to file with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act if the Company were or is subject to
such Section and (ii) within the earlier of 30 days after the filing of such
report or other document with the Trustee and 45 days of each such Required
Filing Date transmit such report or document by mail to all holders of Notes, as
their names and addresses appear in the applicable security register, without
cost to such holders of Notes and (y) if filing such documents by the Company
with the Commission is not permitted under the Exchange Act, promptly upon
written request supply copies of such documents to any prospective holder of
Notes at the Company's cost. (Section 1018)

ADDITIONAL COVENANTS. The Indentures also contain covenants with respect to
the following matters: (i) payment of principal, premium and interest; (ii)
maintenance of an office or agency in The City of

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New York; (iii) arrangements regarding the handling of money held in trust; (iv)
maintenance of corporate and Company existence; (v) payment of taxes and other
claims; (vi) maintenance of properties; and (vii) maintenance of insurance.

CONSOLIDATION, MERGER, SALE OF ASSETS

The Company shall not, in a single transaction or a series of related
transactions, consolidate with or merge with or into any other Person or sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of its properties and assets to any Person or group of affiliated Persons, or
permit any of its Subsidiaries to enter into any such transaction or
transactions if such transaction or series of related transactions, in the
aggregate, would result in a sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of the
Company and its Subsidiaries on a Consolidated basis to any other Person or
group of affiliated Persons, unless at the time and after giving effect thereto:
(i) either (a) the Company shall be the continuing corporation or (b) the Person
(if other than the Company) formed by such consolidation or into which the
Company is merged or the Person which acquires by sale, assignment, conveyance,
transfer, lease or disposition all or substantially all of the properties and
assets of the Company and its Subsidiaries on a Consolidated basis (the
"Surviving Entity") shall be a corporation duly organized and validly existing
under the laws of the United States of America, any state thereof or the
District of Columbia and such Person assumes by supplemental indentures in form
reasonably satisfactory to the Trustees, all the obligations of the Company
under the Notes and the Indentures, and the Indentures shall remain in full
force and effect; (ii) immediately before and immediately after giving effect to
such transaction on a PRO FORMA basis, no Default or Event of Default shall have
occurred and be continuing; (iii) immediately after giving effect to such
transaction on a PRO FORMA basis, the Consolidated Net Worth of the Company (or
the Surviving Entity if the Company is not the continuing obligor under the
Indentures) is equal to or greater than the Consolidated Net Worth of the
Company immediately prior to such transaction; (iv) immediately before and
immediately after giving effect to such transaction on a PRO FORMA basis (on the
assumption that the transaction occurred on the first day of the four-quarter
period immediately prior to the consummation of such transaction with the
appropriate adjustments with respect to the transaction being included in such
PRO FORMA calculation), the Company (or the Surviving Entity if the Company is
not the continuing obligor under the Indentures) could incur $1.00 of additional
Indebtedness under the provisions of "-- Certain Covenants -- Limitation on
Indebtedness" (other than Permitted Indebtedness); (v) each Guarantor, if any,
unless it is the other party to the transactions described above, shall have by
supplemental indentures confirmed that its Guarantee shall apply to such
Person's obligations under the Indentures and the Notes; (vi) if any of the
property or assets of the Company or any of its Subsidiaries would thereupon
become subject to any Lien, the provisions of "-- Certain Covenants --
Limitation on Liens" are complied with; and (vii) the Company or the Surviving
Entity shall have delivered, or caused to be delivered, to the Trustees, in form
and substance reasonably satisfactory to the Trustees, an officers' certificate
and an opinion of counsel, each to the effect that such consolidation, merger,
transfer, sale, assignment, lease or other transaction and the supplemental
indentures in respect thereto comply with the provisions described herein and
that all conditions precedent herein provided for relating to such transaction
have been complied with. (Section 801)

Each Guarantor shall not, and the Company will not permit a Guarantor to, in
a single transaction or series of related transactions, merge or consolidate
with or into any other corporation (other than the Company or any other
Guarantor) or other entity, or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets on a
Consolidated basis to any entity (other than the Company or any other Guarantor)
unless at the time and after giving effect thereto: (i) either (a) such
Guarantor shall be the continuing corporation or (b) the entity (if other than
such Guarantor) formed by such consolidation or into which such Guarantor is
merged or the entity which acquires by sale, assignment, conveyance, transfer,
lease or disposition the properties and assets of such Guarantor shall be a
corporation duly organized and validly existing under the laws of the United
States, any state thereof or the District of Columbia and shall expressly assume
by supplemental indentures, executed and delivered to the Trustees, in a form
reasonably satisfactory to the Trustees, all the obligations of such

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Guarantor under the Notes and the Indentures; (ii) immediately before and
immediately after giving effect to such transaction on a PRO FORMA basis, no
Default or Event of Default shall have occurred and be continuing; and (iii)
such Guarantor shall have delivered to the Trustees, in form and substance
reasonably satisfactory to the Trustees, an officers' certificate and an opinion
of counsel, each stating that such consolidation, merger, sale, assignment,
conveyance, transfer, lease or disposition and such supplemental indentures
comply with the Indentures, and thereafter all obligations of the predecessor
shall terminate. (Section 801)

In the event of any transaction described in and complying with the
conditions listed in the immediately preceding paragraphs in which the Company
or any Guarantor is not the continuing corporation, the successor Person formed
or remaining shall succeed to, and be substituted for, and may exercise every
right and power of, the Company or such Guarantor, as the case may be, and the
Company or such Guarantor, as the case may be, shall be discharged from all
obligations and covenants under the Indentures, the Notes or such Guarantee, as
the case may be; PROVIDED that in the case of a transfer by lease, the
predecessor shall not be released from the payment of principal and interest on
the Notes or such Guarantee, as the case may be.

EVENTS OF DEFAULT

An Event of Default will occur under either Indenture (except as provided
below) if:

(i) there shall be a default in the payment of any interest on any
Senior Note or Senior Subordinated Note, as the case may be, when it becomes
due and payable, and such default shall continue for a period of 30 days;

(ii) there shall be a default in the payment of the principal of (or
premium, if any, on) any Senior Note or Senior Subordinated Note, as the
case may be, when and as the same shall become due and payable (at maturity,
upon acceleration, optional or mandatory redemption, required repurchase or
otherwise);

(iii) (a) there shall be a default in the performance, or breach, of any
covenant or agreement of the Company or any Guarantor under the Senior Note
Indenture or the Senior Subordinated Note Indenture, as the case may be, or,
in the case of the Senior Notes, the Pledge Agreement (other than a default
in the performance, or breach, of a covenant or agreement which is
specifically dealt with in paragraphs (i) or (ii) or in clauses (b), (c) and
(d) of this paragraph (iii)) and such default or breach shall continue for a
period of 60 days after written notice has been given, by certified mail,
(x) to the Company by the applicable Trustee or (y) to the Company and the
applicable Trustee by the holders of at least 25% in aggregate principal
amount of the outstanding Senior Notes or Senior Subordinated Notes, as the
case may be; (b) there shall be a default in the performance or breach of
the provisions described in "-- Consolidation, Merger, Sale of Assets"; (c)
the Company shall have failed to make or consummate a Change of Control
Offer in accordance with the provisions of "-- Certain Covenants -- Purchase
of Notes Upon a Change of Control"; or (d) the Company shall have failed to
make or consummate a Senior Note Offer in the case of the Senior Notes or an
Offer in the case of the Senior Subordinated Notes in accordance with the
provisions of "-- Certain Covenants -- Limitation on Sale of Assets";

(iv) (a) in the case of the Senior Note Indenture, any default in the
payment of principal, premium, if any, or interest on any Indebtedness shall
have occurred under any agreements, indentures or instruments under which
the Company or any Subsidiary then has outstanding Indebtedness which
aggregate in excess of $5 million when the same shall become due and payable
and continuation of such default after any applicable grace period and, if
such Indebtedness has not already matured at its final maturity in
accordance with its terms, the holder of such Indebtedness shall have the
right to accelerate such Indebtedness or (b) in the case of either
Indenture, an event of default as defined in any of the agreements,
indentures or instruments described in clause (a) of this paragraph (iv)
shall have occurred and the Indebtedness thereunder, if not already matured
at its final maturity in accordance with its terms, shall have been
accelerated;

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(v) one or more judgments, orders or decrees for the payment of money in
excess of $5 million, either individually or in the aggregate, shall be
entered against the Company or any Subsidiary or any of their respective
properties and shall not be discharged and either (a) enforcement
proceedings shall have been commenced upon such judgment, order or decree or
(b) there shall have been a period of 60 consecutive days during which a
stay of enforcement of such judgment or order, by reason of an appeal or
otherwise, shall not be in effect;

(vi) in the case of the Senior Note Indenture, the Pledge Agreement shall
for any reason cease to be, or be asserted in writing by the Company not to
be, in full force and effect and enforceable in accordance with its terms,
or any security interest purported to be created by the Pledge Agreement
shall cease to be a valid and perfected security interest in any Collateral;

(vii) there shall have been the entry by a court of competent
jurisdiction of (a) a decree or order for relief in respect of the Company
or any Material Subsidiary in an involuntary case or proceeding under any
applicable Bankruptcy Law or (b) a decree or order adjudging the Company or
any Material Subsidiary bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or
any Material Subsidiary under any applicable Federal or state law, or
appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or any Material
Subsidiary or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and any such decree or order for
relief shall continue to be in effect, or any such other decree or order
shall be unstayed and in effect, for a period of 60 consecutive days; or

(viii) (a) the Company or any Material Subsidiary commences a voluntary
case or proceeding under any applicable Bankruptcy Law or any other case or
proceeding to be adjudicated bankrupt or insolvent, (b) the Company or any
Material Subsidiary consents to the entry of a decree or order for relief in
respect of the Company or such Material Subsidiary in an involuntary case or
proceeding under any applicable Bankruptcy Law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, (c) the Company or
any Material Subsidiary files a petition or answer or consent seeking
reorganization or relief under any applicable Federal or state law, (d) the
Company or any Material Subsidiary (x) consents to the filing of such
petition or the appointment of, or taking possession by, a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of
the Company or such Material Subsidiary or of any substantial part of its
property, (y) makes an assignment for the benefit of creditors or (z) admits
in writing its inability to pay its debts generally as they become due or
(e) the Company or any Material Subsidiary takes any corporate action in
furtherance of any such actions in this paragraph (viii).

If an Event of Default (other than as specified in paragraphs (vii) and
(viii) of the prior paragraph) shall occur and be continuing, the applicable
Trustee or the holders of not less than 25% in aggregate principal amount of the
Senior Notes or the Senior Subordinated Notes, as the case may be, then
outstanding may declare by notice to the Company (or the Company and the
applicable Trustee if notice is given by the Holders) the Senior Notes or the
Senior Subordinated Notes, as the case may be, due and payable immediately at
their principal amount together with accrued and unpaid interest, if any, to the
date the Notes shall have become due and payable and thereupon the applicable
Trustee may, at its discretion, proceed to protect and enforce the rights of the
holders of Senior Notes or the Senior Subordinated Notes, as the case may be, by
appropriate judicial proceeding. If an Event of Default specified in paragraph
(vii) or (viii) of the prior paragraph occurs and is continuing, then all the
Senior Notes and the Senior Subordinated Notes shall IPSO FACTO become and be
immediately due and payable, in an amount equal to the principal amount of the
Senior Notes and the Senior Subordinated Notes together with accrued and unpaid
interest, if any, to the date the Senior Notes and the Senior Subordinated Notes
become due and payable, without any declaration or other act on the part of the
applicable Trustee or any holder.

After a declaration of acceleration, but before a judgment or decree for
payment of the money due has been obtained by the applicable Trustee, the
holders of at least a majority in aggregate principal

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amount of Senior Notes or the Senior Subordinated Notes, as the case may be,
outstanding, by written notice to the Company and the applicable Trustee, may
rescind and annul such declaration and its consequences if (a) the Company has
paid or deposited with the applicable Trustee a sum sufficient to pay (i) all
sums paid or advanced by the applicable Trustee under the applicable Indenture
and the reasonable compensation, expenses, disbursements and advances of the
applicable Trustee, its agents and counsel, (ii) all overdue interest on all
Senior Notes or the Senior Subordinated Notes, as the case may be, (iii) the
principal of and premium, if any, on any Senior Notes or the Senior Subordinated
Notes, as the case may be, which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate borne by the Senior
Notes or the Senior Subordinated Notes, as the case may be, and (iv) to the
extent that payment of such interest is lawful, interest upon overdue interest
at the rate borne by the Senior Notes or the Senior Subordinated Notes, as the
case may be; and (b) all Events of Default, other than the non-payment of
principal of the Senior Notes or the Senior Subordinated Notes, as the case may
be, which have become due solely by such declaration of acceleration, have been
cured or waived. (Section 502)

The holders of not less than a majority in aggregate principal amount of the
Senior Notes or the Senior Subordinated Notes, as the case may be, outstanding
may on behalf of the holders of all the Senior Notes or the Senior Subordinated
Notes, as the case may be, waive any past defaults under the applicable
Indenture and their consequences, except a default in the payment of the
principal of, premium, if any, or interest on any Senior Note or Senior
Subordinated Note, as the case may be, or in respect of a covenant or provision
which under the applicable Indenture cannot be modified or amended without the
consent of the holder of each Senior Note or Senior Subordinated Note, as the
case may be, outstanding affected thereby. (Section 513)

The Company is also required to notify the applicable Trustee within five
business days of the occurrence of any Default. (Section 501)

The Trust Indenture Act contains limitations on the rights of the Trustees,
should either of them become a creditor of the Company or any Guarantor, to
obtain payment of claims in certain cases or to realize on certain property
received by them in respect of any such claims, as security or otherwise. The
Trustees are permitted to engage in such other transactions, PROVIDED that if
they acquire any conflicting interest they must eliminate such conflict upon the
occurrence of an Event of Default or else resign.

DEFEASANCE OR COVENANT DEFEASANCE OF INDENTURES

The Company may, at its option and at any time, elect to have the
obligations of the Company and any Guarantor discharged with respect to the
outstanding Senior Notes or Senior Subordinated Notes, as the case may be
("defeasance"). Such defeasance means that the Company and any Guarantor shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Senior Notes or Senior Subordinated Notes, as the case may be, and
the Collateral would be released from the Lien in favor of the holders of the
Senior Notes or Senior Subordinated Notes, as the case may be, except for (i)
the rights of holders of outstanding Senior Notes or Senior Subordinated Notes,
as the case may be, to receive payments in respect of the principal of, premium,
if any, and interest on such Senior Notes or Senior Subordinated Notes, as the
case may be, solely from the trust fund as described below, when such payments
are due, (ii) the Company's obligations with respect to the Senior Notes or
Senior Subordinated Notes, as the case may be, concerning issuing temporary
Senior Notes or temporary Senior Subordinated Notes, as the case may be,
registration of Senior Notes or Senior Subordinated Notes, as the case may be,
mutilated, destroyed, lost or stolen Senior Notes or Senior Subordinated Notes,
as the case may be, and the maintenance of an office or agency for payment and
money for security payments held in trust, (iii) the rights, powers, trusts,
duties and immunities of the applicable Trustee and (iv) the defeasance
provisions of the applicable Indenture. In addition, the Company may, at its
option and at any time, elect to have the obligations of the Company and any
Guarantor released with respect to certain covenants (PROVIDED that the
Company's obligations to pay interest, premium, if any, and principal on the
Senior Notes or Senior Subordinated Notes, as the case may be, under the
applicable Indenture shall remain in full force and effect as long as the Senior
Notes or Senior Subordinated Notes, as the case may

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be, are outstanding), that are described in the applicable Indenture ("covenant
defeasance") and any omission to comply with such obligations shall not
constitute a Default or an Event of Default with respect to the Senior Notes or
Senior Subordinated Notes, as the case may be. In the event covenant defeasance
occurs, certain events (not including non-payment, enforceability of any
Guarantee, bankruptcy and insolvency events) described under "-- Events of
Default" will no longer constitute an Event of Default with respect to the
Senior Notes or Senior Subordinated Notes, as the case may be. (Sections 401,
402 and 403)

In order to exercise either defeasance or covenant defeasance, (i) the
Company must irrevocably deposit with the applicable Trustee, in trust, for the
benefit of the holders of the Senior Notes or Senior Subordinated Notes, as the
case may be, cash in United States dollars, U.S. Government Obligations (as
defined in the Indentures), or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay and discharge the principal of, premium, if any, and
interest on the outstanding Senior Notes or Senior Subordinated Notes, as the
case may be, on the Stated Maturity of such principal or installment of
principal (or on any date after , 1999 (such date being referred to
as the applicable "Defeasance Redemption Date"), if when exercising either
defeasance or covenant defeasance, the Company has delivered to the applicable
Trustee an irrevocable notice to redeem all of the outstanding Senior Notes or
Senior Subordinated Notes, as the case may be, on the applicable Defeasance
Redemption Date); (ii) in the case of defeasance, the Company shall have
delivered to the applicable Trustee an opinion of independent counsel in the
United States stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date of the
applicable Indenture, there has been a change in the applicable federal income
tax law, in either case to the effect that, and based thereon such opinion will
confirm that, the holders of the outstanding Senior Notes or Senior Subordinated
Notes, as the case may be, will not recognize income, gain or loss for federal
income tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred; (iii) in the
case of covenant defeasance, the Company shall have delivered to the applicable
Trustee an opinion of independent counsel in the United States to the effect
that the holders of the outstanding Senior Notes or Senior Subordinated Notes,
as the case may be, will not recognize income, gain or loss for federal income
tax purposes as a result of such covenant defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such covenant defeasance had not occurred; (iv)
no Default or Event of Default shall have occurred and be continuing on the date
of such deposit or insofar as clause (vii) or (viii) under the first paragraph
under "-- Events of Default" is concerned, at any time during the period ending
on the 91st day after the date of deposit; (v) such defeasance or covenant
defeasance shall not cause the applicable Trustee to have a conflicting interest
with respect to any securities of the Company or any Guarantor; (vi) such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a Default under, the applicable Indenture or any other material
agreement or instrument to which the Company or any Guarantor is a party or by
which it is bound; (vii) the Company shall have delivered to the applicable
Trustee an opinion of independent counsel in the United States to the effect
that (A) the trust funds will not be subject to any rights of holders of
Indebtedness, including, without limitation, those arising under the applicable
Indenture and (B) after the 91st day following the deposit, the trust funds will
not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally; (viii) the
Company shall have delivered to the applicable Trustee an officers' certificate
stating that the deposit was not made by the Company with the intent of
preferring the holders of the Senior Notes or Senior Subordinated Notes, as the
case may be, or any Guarantee over the other creditors of the Company or any
Guarantor with the intent of defeating, hindering, delaying or defrauding
creditors of the Company, any Guarantor or others; (ix) no event or condition
shall exist that would prevent the Company from making payments of the principal
of, premium, if any, and interest on the Senior Notes or Senior Subordinated
Notes, as the case may be, on the date of such deposit or at any time ending on
the 91st day after the date of such deposit; and (x) the Company shall have
delivered to the applicable

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Trustee an officers' certificate and an opinion of independent counsel, each
stating that all conditions precedent provided for relating to either the
defeasance or the covenant defeasance, as the case may be, have been complied
with. (Section 404)

CERTAIN BANKRUPTCY LIMITATIONS

The right of the Senior Note Trustee to repossess and dispose of the
Collateral upon the occurrence of an Event of Default is likely to be
significantly impaired by applicable Bankruptcy Law if a bankruptcy proceeding
were to be commenced by or against the Company prior to the Collateral Agent
having disposed of the Collateral. Under the Bankruptcy Law, a secured creditor
such as the Collateral Agent on behalf of the holders of the Senior Notes and
the lenders under the New Credit Facility is prohibited from repossessing its
security from a debtor in a bankruptcy case, or from disposing of security
repossessed from such debtor, without bankruptcy court approval. Moreover, the
Bankruptcy Law permits the debtor to continue to retain and to use collateral
even though the debtor is in default under the applicable debt instruments,
provided that the secured creditor is given "adequate protection." The meaning
of the term "adequate protection" may vary according to circumstances, but it is
intended in general to protect the value of the secured creditor's interest in
the collateral and may include cash payments or the granting of additional
security, if and at such times as the court in its discretion determines, for
any diminution in the value of the collateral as a result of the stay of
repossession or disposition or any use of the collateral by the debtor during
the pendency of the bankruptcy case. In view of the lack of a precise definition
of the term "adequate protection" and the broad discretionary powers of a
bankruptcy court, it is impossible to predict how long payments under the Senior
Notes could be delayed following commencement of a bankruptcy case, whether or
when the applicable Collateral Agent could repossess or dispose of the
Collateral or whether or to what extent holders of the Senior Notes would be
compensated for any delay in payment or loss of value of the Collateral through
the requirement of "adequate protection."

SATISFACTION AND DISCHARGE

Each Indenture will cease to be of further effect (except as to surviving
rights of registration of transfer or exchange of the Senior Notes or Senior
Subordinated Notes, as the case may be, as expressly provided for in the
applicable Indenture) as to all outstanding Senior Notes or Senior Subordinated
Notes, as the case may be, when (i) either (a) all the Senior Notes or Senior
Subordinated Notes, as the case may be, theretofore authenticated and delivered
(except lost, stolen or destroyed Senior Notes or Senior Subordinated Notes, as
the case may be, which have been replaced or paid and Senior Notes or Senior
Subordinated Notes, as the case may be, for whose payment funds have been
deposited in trust by the Company and thereafter repaid to the Company or
discharged from such trust) have been delivered to the applicable Trustee for
cancellation or (b) all Senior Notes or Senior Subordinated Notes, as the case
may be, not theretofore delivered to the applicable Trustee for cancellation (x)
have become due and payable, (y) will become due and payable at their Stated
Maturity within one year, or (z) are to be called for redemption within one year
under arrangements satisfactory to the applicable Trustee for the giving of
notice of redemption by the applicable Trustee in the name, and at the expense,
of the Company, and either the Company or any Guarantor has irrevocably
deposited or caused to be deposited with the applicable Trustee as trust funds
in trust an amount sufficient to pay and discharge the entire indebtedness on
the Senior Notes or Senior Subordinated Notes, as the case may be, not
theretofore delivered to the applicable Trustee for cancellation, including
principal of, premium, if any, and accrued interest on such Senior Notes or
Senior Subordinated Notes, as the case may be, at such Maturity; (ii) the
Company and any Guarantor have paid or caused to be paid all other sums payable
under the applicable Indenture by the Company or any Guarantor; and (iii) the
Company and any Guarantor have delivered to the applicable Trustee an officers'
certificate and an opinion of counsel in the United States each stating that all
conditions precedent under the applicable Indenture relating to the satisfaction
and discharge of the applicable Indenture have been complied with, and that such
satisfaction and discharge will not result in a breach or violation of, or
constitute a default under, the applicable Indenture or any other material
agreement or instrument to which the Company is a party or by which the Company
is bound. (Section 1301)

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MODIFICATIONS AND AMENDMENTS

Modifications and amendments of the Indentures and, in the case of the
Senior Notes, the Pledge Agreement may be made by the Company, any Guarantor, if
any, and the applicable Trustee with the consent of the holders of not less than
a majority in aggregate outstanding principal amount of the Senior Notes or
Senior Subordinated Notes, as the case may be; PROVIDED, HOWEVER, that no such
modification or amendment may, without the consent of the holder of each
outstanding Senior Note or Senior Subordinated Note, as the case may be,
affected thereby: (i) change the Stated Maturity of the principal of, or any
installment of interest on, any Senior Note or Senior Subordinated Note, as the
case may be, or waive a default in the payment of the principal of, or interest
on any Senior Note or Senior Subordinated Note, as the case may be, or reduce
the principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or change the coin or currency in which the
principal of any Senior Note or Senior Subordinated Note, as the case may be, or
any premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment after the Stated Maturity thereof;
(ii) amend, change or modify the obligation of the Company to make and
consummate a Change of Control Offer in the event of a Change of Control in
accordance with "-- Certain Covenants -- Purchase of Notes Upon a Change of
Control" or make and consummate an Offer in accordance with "-- Certain
Covenants -- Limitation on Sale of Assets", including, in each case, amending,
changing or modifying any of the definitions with respect thereto; (iii) reduce
the percentage in principal amount of outstanding Notes, the consent of whose
holders is required for any such supplemental indenture, or the consent of whose
holders is required for any waiver; (iv) modify any of the provisions relating
to supplemental indentures requiring the consent of holders or relating to the
waiver of past defaults or relating to the waiver of certain covenants, except
to increase the percentage of outstanding Notes required for such actions or to
provide that certain other provisions of such Indenture cannot be modified or
waived without the consent of the holder of each Senior Note or Senior
Subordinated Note, as the case may be, affected thereby; (v) except as otherwise
permitted under "-- Consolidation, Merger, Sale of Assets," consent to the
assignment or transfer by the Company or any Guarantor of any of its rights and
obligations under the Indentures; (vi) amend or modify any of the provisions of
(1) in the case of the Senior Notes, the Senior Note Indenture in any manner
which subordinates the Senior Notes in right of payment to other Indebtedness of
the Company or which subordinates any Guarantee of obligations under the Senior
Note Indenture in right of payment to other Indebtedness of such Guarantor, or
(2) in the case of the Senior Subordinated Notes, the Senior Subordinated Note
Indenture relating to the priority or right of payment of the Senior
Subordinated Notes or any Guarantee in a manner adverse to the holders of the
Senior Subordinated Notes; or (vii) in the case of the Senior Notes, consent to
the release of any Collateral from the Lien created by the Pledge Agreement or
permit the creation of any Lien on the Collateral except in each case in
accordance with the terms of the Senior Note Indenture and the Pledge Agreement.
(Section 902)

The holders of a majority in aggregate principal amount of the Senior Notes
or Senior Subordinated Notes, as the case may be, outstanding may waive
compliance with certain restrictive covenants and provisions of the applicable
Indenture. (Section 1021)

GOVERNING LAW

The Indentures and the Notes will be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to the
conflicts of law principles thereof.

CERTAIN DEFINITIONS

"Acquired Indebtedness" means Indebtedness of a Person (i) existing at the
time such Person becomes a Subsidiary or (ii) assumed in connection with the
acquisition of assets from such Person, in each case, other than Indebtedness
incurred in connection with, or in contemplation of, such Person becoming a
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be
incurred on the date of the related acquisition of assets from any Person or the
date the acquired Person becomes a Subsidiary.

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"Affiliate" means, with respect to any specified Person, (i) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person (or any partner of such
Person) or (ii) any other Person that owns, directly or indirectly, 5% or more
of such Person's (or any partner of such Person's) equity ownership or Voting
Stock or any executive officer or director of either of such Persons. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person
directly or indirectly, whether through ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

"Asset Sale" means any sale, issuance, conveyance, transfer, lease or other
disposition (including, without limitation, by way of merger, consolidation or
sale and leaseback transaction) (collectively, a "transfer"), directly or
indirectly, in one or a series of related transactions, of (i) any Capital Stock
of any Subsidiary; (ii) all or substantially all of the properties and assets of
any division or line of business of the Company or its Subsidiaries; or (iii)
any other properties or assets of the Company or any Subsidiary, other than in
the ordinary course of business. For the purposes of this definition, the term
"Asset Sale" shall not include any transfer of properties and assets (1) that is
governed by the provisions described under "Consolidation, Merger, Sale of
Assets" or (2) that are of the Company to any Wholly Owned Subsidiary, or of any
Subsidiary to the Company or any Wholly Owned Subsidiary in accordance with the
terms of the Indentures.

"Average Life to Stated Maturity" means, as of the date of determination
with respect to any Indebtedness, the quotient obtained by dividing (i) the sum
of the products of (a) the number of years from the date of determination to the
date or dates of each successive scheduled principal payment of such
Indebtedness multiplied by (b) the amount of each such principal payment by (ii)
the sum of all such principal payments.

"Bankruptcy Law" means Title 11 of the United States Code, as amended, or
any similar United States Federal or state law relating to bankruptcy,
insolvency, receivership, winding-up, liquidation, reorganization or relief of
debtors or any amendment to, succession to or change in any such law.

"Borrowing Base" means the sum of (a) 60% of the inventory owned by the
Company or any Subsidiary and (b) 85% of the trade accounts receivable owned by
the Company or any Subsidiary (less any reserves relating to such receivables)
(in each case as recorded on the books and records of the Company on a
consolidated basis in accordance with GAAP).

"Capital Lease Obligation" of any Person means any obligation of such Person
and its subsidiaries on a Consolidated basis under any capital lease of real or
personal property which, in accordance with GAAP, has been recorded as a
capitalized lease obligation.

"Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of such Person's
capital stock.

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at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute at least two-thirds
of such Board of Directors then in office; (iii) the Company consolidates with
or merges with or into any Person or conveys, transfers or leases all or
substantially all of its assets to any Person, or any corporation consolidates
with or into the Company, in any such event pursuant to a transaction in which
the outstanding Voting Stock of the Company is changed into or exchanged for
cash, securities or other property, other than any such transaction (X) where
the outstanding Voting Stock of the Company is not changed or exchanged at all
(except to the extent necessary to reflect a change in the jurisdiction of
incorporation of the Company) or (Y) where (A) the outstanding Voting Stock of
the Company is changed into or exchanged for (x) Voting Stock of the surviving
corporation or the Company which is not Redeemable Capital Stock or (y) cash,
securities and other property (other than Capital Stock of the surviving
corporation) in an amount which could be paid by the Company as a Restricted
Payment as described under "-- Certain Covenants -- Limitation on Restricted
Payments" (and such amount shall be treated as a Restricted Payment subject to
the provisions in the Indentures described under "Certain Covenants --
Limitation on Restricted Payments") and (B) no "person" or "group" other than
the Permitted Holders owns immediately after such transaction, directly or
indirectly, more than 45% of the total Voting Power of the surviving corporation
or the Permitted Holders own 50% or more of the total Voting Power of the
surviving corporation; or (iv) the Company is liquidated or dissolved or adopts
a plan of liquidation or dissolution other than in a transaction which complies
with the provisions described under "-- Consolidation, Merger, Sale of Assets."

"Code" means the Internal Revenue Code of 1986, as amended.

"Collateral Agent" means the collateral agent under the Pledge Agreement.

"Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or if, at any time after the
date of the Indentures such Commission is not existing and performing the duties
now assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

"Consolidated Fixed Charge Coverage Ratio" of any Person means, for any
period, the ratio of (a) the sum of Consolidated Net Income, Consolidated
Interest Expense, Consolidated Income Tax Expense and Consolidated Non-Cash
Charges deducted in computing Consolidated Net Income (Loss), in each case for
such period, of such Person and its Consolidated Subsidiaries on a Consolidated
basis, all determined in accordance with GAAP to (b) the sum of (I) Consolidated
Interest Expense of such Person for such period and (II) the product of (x) all
cash dividends (including the payment of accreted or accumulated dividends) paid
on any Preferred Stock of such Person during such period times (y) a fraction,
the numerator of which is one and the denominator of which is one minus the then
current combined federal, state and local statutory income tax rate (but not
less than zero) of such Person, expressed as a decimal, in each case, on a
Consolidated basis and in accordance with GAAP; PROVIDED that (i) in making such
computation, the Consolidated Interest Expense attributable to interest on any
Indebtedness computed on a pro forma basis and (A) bearing a floating interest
rate shall be computed as if the rate in effect on the date of computation had
been the applicable rate for the entire period and (B) which was not outstanding
during the period for which the computation is being made but which bears, at
the option of the Company, a fixed or floating rate of interest, shall be
computed by applying, at the option of such Person, either the fixed or floating
rate, and (ii) in making such computation, the Consolidated Interest Expense of
such Person attributable to interest on any Indebtedness under a revolving
credit facility computed on a pro forma basis shall be computed based upon the
average daily balance of such Indebtedness during the applicable period.

"Consolidated Income Tax Expense" means for any period, as applied to any
Person, the provision for federal, state, local and foreign income taxes of such
Person and its Consolidated Subsidiaries for such period as determined in
accordance with GAAP.

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"Consolidated Interest Expense" of any Person means, without duplication,
for any period, as applied to any Person, the sum of (a) the interest expense of
such Person and its Consolidated Subsidiaries for such period, on a Consolidated
basis, including, without limitation, (i) amortization of debt discount, (ii)
the net cost under Interest Rate Agreements (including amortization of
discounts), and (iii) the interest portion of any deferred payment obligation
plus (b) the interest expense attributable to Capital Lease Obligations paid,
accrued and/or scheduled to be paid or accrued by such Person during such period
in each case as determined in accordance with GAAP.

"Consolidated Net Income (Loss)" of any Person means, for any period, the
Consolidated net income (loss) of such Person and its Consolidated Subsidiaries
for such period as determined in accordance with GAAP, adjusted, to the extent
included in calculating such Consolidated net income (or loss), by excluding,
without duplication, (i) all extraordinary gains and losses, (ii) the portion of
net income (or loss) of such Person and its Consolidated Subsidiaries allocable
to minority interests in unconsolidated Persons to the extent that cash
dividends or distributions have not actually been received by such Person or one
of its Consolidated Subsidiaries, (iii) net income (or loss) of any Person
combined with such Person or any of its Subsidiaries on a "pooling of interests"
basis attributable to any period prior to the date of combination, (iv) any gain
or loss, net of taxes, realized upon the termination of any employee pension
benefit plan, (v) aggregate net gains (less all fees and expenses relating
thereto) in respect of dispositions of assets other than in the ordinary course
of business, (vi) the net income of any Subsidiary to the extent that the
declaration of dividends or similar distributions by that Subsidiary of that
income is not at the time permitted, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulations applicable to that Subsidiary or its
stockholders and (vii) any gain arising from the acquisition of any securities,
or the extinguishment, under GAAP, of any Indebtedness of such Person.

"Consolidated Net Worth" means, with respect to any Person, the Consolidated
stockholders' equity (excluding Redeemable Capital Stock) of such Person and its
Subsidiaries, as determined in accordance with GAAP.

"Consolidated Non-Cash Charges" of any Person means, for any period, the
aggregate depreciation, amortization and other non-cash charges of such Person
and its Consolidated Subsidiaries for such period, as determined in accordance
with GAAP (excluding any non-cash charge which requires an accrual or reserve
for cash charges for any future period).

"Consolidation" means, with respect to any Person, the consolidation of the
accounts of such Person and each of its subsidiaries if and to the extent the
accounts of such Person and each of its subsidiaries would normally be
consolidated with those of such Person, all in accordance with GAAP. The term
"Consolidated" shall have a similar meaning.

"Default" means any event which is, or after notice or passage of any time
or both would be, an Event of Default.

"Disinterested Director" means, with respect to any transaction or series of
related transactions, a member of the Board of Directors who does not have any
material direct or indirect financial interest in or with respect to such
transaction or series of related transactions.

"Fair Market Value" means, with respect to any asset or property, the sale
value that would be obtained in an arm's-length transaction between an informed
and willing seller under no compulsion to sell and an informed and willing
buyer.

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

"GAAP" means generally accepted accounting principles in the United States,
consistently applied, which are in effect on the date of the Indentures.

"Guarantee" means the guarantee by any Guarantor of the Indenture
Obligations.

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"Guaranteed Debt" of any Person means, without duplication, all Indebtedness
of any other Person referred to in the definition of Indebtedness contained in
this Section guaranteed directly or indirectly in any manner by such Person, or
in effect guaranteed directly or indirectly by such Person through an agreement
(i) to pay or purchase such Indebtedness or to advance or supply funds for the
payment or purchase of such Indebtedness, (ii) to purchase, sell or lease (as
lessee or lessor) property, or to purchase or sell services, primarily for the
purpose of enabling the debtor to make payment of such Indebtedness or to assure
the holder of such Indebtedness against loss, (iii) to supply funds to, or in
any other manner invest in, the debtor (including any agreement to pay for
property or services without requiring that such property be received or such
services be rendered), (iv) to maintain working capital or equity capital of the
debtor, or otherwise to maintain the net worth, solvency or other financial
condition of the debtor or (v) otherwise to assure a creditor against loss;
PROVIDED that the term "guarantee" shall not include endorsements for collection
or deposit, in either case in the ordinary course of business.

"Guarantor" means any guarantor of the Indenture Obligations.

"Indebtedness" means, with respect to any Person, without duplication, (i)
all indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, excluding any trade payables and other accrued
current liabilities arising in the ordinary course of business, but including,
without limitation, all obligations, contingent or otherwise, of such Person in
connection with any letters of credit issued under letter of credit facilities,
acceptance facilities or other similar facilities and in connection with any
agreement to purchase, redeem, exchange, convert or otherwise acquire for value
any Capital Stock of such Person, or any warrants, rights or options to acquire
such Capital Stock, now or hereafter outstanding, (ii) all obligations of such
Person evidenced by bonds, notes, debentures or other similar instruments, (iii)
all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even if
the rights and remedies of the seller or lender under such agreement in the
event of default are limited to repossession or sale of such property), but
excluding trade payables arising in the ordinary course of business, (iv) all
obligations under Interest Rate Agreements of such Person (except for
obligations which have been included in the Consolidated Net Income of such
Person other than as Consolidated Interest Expense), (v) all Capital Lease
Obligations of such Person, (vi) all Indebtedness referred to in clauses (i)
through (v) above of other Persons and all dividends of other Persons, the
payment of which is secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien, upon or
with respect to property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness, (vii) all Guaranteed Debt of such
Person, (viii) all Redeemable Capital Stock valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid
dividends, and (ix) any amendment, supplement, modification, deferral, renewal,
extension, refunding or refinancing of any Indebtedness of the types referred to
in clauses (i) through (viii) above. For purposes hereof, the "maximum fixed
repurchase price" of any Redeemable Capital Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on
any date on which Indebtedness shall be required to be determined pursuant to
the applicable Indenture, and if such price is based upon, or measured by, the
Fair Market Value of such Redeemable Capital Stock, such fair market value to be
determined in good faith by the Board of Directors of such Person.

"Indenture Obligations" means the obligations of the Company and any other
obligor under either of the Indentures or under the Senior Notes or the Senior
Subordinated Notes, as the case may be, including any Guarantor, to pay
principal of, premium, if any, and interest when due and payable, and all other
amounts due or to become due under or in connection with either of the
Indentures, the Senior Notes or the Senior Subordinated Notes, as the case may
be, and the performance of all other obligations to the applicable Trustee and
the holders of the Senior Notes or the Senior Subordinated Notes, as the case
may be, under the applicable Indenture and the Senior Notes or the Senior
Subordinated Notes, as the case may be, according to the terms thereof.

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"Interest Rate Agreements" means one or more of the following agreements
which shall be entered into by one or more financial institutions: interest rate
protection agreements (including, without limitation, interest rate swaps, caps,
floors, collars and similar agreements) and/or other types of interest rate
hedging agreements from time to time.

"Investment" means, with respect to any Person, directly or indirectly, any
advance, loan (including guarantees), or other extension of credit or capital
contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or any
purchase, acquisition or ownership by such Person of any Capital Stock, bonds,
notes, debentures or other securities issued or owned by, any other Person and
all other items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP.

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

"Material Subsidiary" means any Subsidiary of the Company (a) revenues
attributable to which for the then most recently completed four fiscal quarters
constituted 2% or more of the Consolidated revenues of the Company or (b) the
assets of which at the end of such period constituted 2% of the Consolidated
assets of the Company at the end of such period.

"Maturity" when used with respect to any Senior Note or Senior Subordinated
Note means the date on which the principal of such Senior Note or Senior
Subordinated Note becomes due and payable as therein provided or as provided in
the applicable Indenture, whether at Stated Maturity, the Offer Date or any
redemption date and whether by declaration of acceleration, Change of Control
Offer in respect of a Change of Control, Senior Note Offer or Senior
Subordinated Offer in respect of an Asset Sale, call for redemption or
otherwise.

"Net Cash Proceeds" means, (a) with respect to any Asset Sale by any Person,
the proceeds thereof in the form of cash or cash equivalents including payments
in respect of deferred payment obligations when received in the form of, or
stock or other assets when disposed for, cash or cash equivalents (except to the
extent that such obligations are financed or sold with recourse to the Company
or any Subsidiary) net of (i) brokerage commissions and other reasonable fees
and expenses (including fees and expenses of counsel and investment bankers)
related to such Asset Sale, (ii) provisions for all taxes payable as a result of
such Asset Sale, (iii) payments made to retire Indebtedness where payment of
such Indebtedness is secured by the assets or properties the subject of such
Asset Sale, (iv) amounts required to be paid to any Person (other than the
Company or any Subsidiary) owning a beneficial interest in the assets subject to
the Asset Sale and (v) appropriate amounts to be provided by the Company or any
Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against
any liabilities associated with such Asset Sale and retained by the Company or
any Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as reflected in an officers'
certificate delivered to the applicable Trustee and (b) with respect to any
issuance or sale of Capital Stock or options, warrants or rights to purchase
Capital Stock, or debt securities or Capital Stock that have been converted into
or exchanged for Capital Stock, as referred to under "-- Certain Covenants --
Limitation on Restricted Payments," the proceeds of such issuance or sale in the
form of cash or cash equivalents, net of attorney's fees, accountant's fees and
brokerage, consultation, underwriting and other fees and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

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replaced, supplemented or otherwise modified from time to time (including,
without limitation, any successive renewals, extensions, substitutions,
refinancings, restructurings, replacements, supplementations or other
modifications of the foregoing).

"Pari Passu Indebtedness" means any Indebtedness of the Company that is PARI
PASSU in right of payment to the Senior Notes or the Senior Subordinated Notes,
as the case may be.

"Permitted Holders" means (i) David R. Markin, Martin L. Solomon, Allan R.
Tessler and Wilmer J. Thomas, Jr. or any one of them, (ii) any trusts created
for the benefit of the persons described in clause (i) or members of any such
person's immediate family; and (iii) in the event of the incompetence or death
of any of the persons described in clause (i), such person's estate, executor,
administrator, committee or other personal representatives or beneficiaries.

"Permitted Indebtedness" means the following:

(i) Indebtedness of the Company or any Subsidiary (including Indebtedness in
respect of which the Company and one or more Subsidiaries are co-obligors) under
the New Credit Facility in an aggregate principal amount not to exceed (a) $50
million under any term loan portion thereof less the amount of any permanent
repayment of Indebtedness thereunder plus (b) the amount of the Borrowing Base
calculated as of the date of incurrence of such Indebtedness (with letters of
credit being deemed to have a principal amount equal to the maximum potential
liability thereunder) under any revolving credit agreement portion thereof; (ii)
Indebtedness of the Company pursuant to the Notes; (iii) Indebtedness of the
Company or any Subsidiary outstanding on the date of the Indentures and listed
on a schedule thereto; (iv) Indebtedness (a) of the Company owing to a
Subsidiary or (b) of a Wholly Owned Subsidiary owing to the Company or another
Wholly Owned Subsidiary (which for purposes of this clause (iv) shall include
SCSM so long as the Company beneficially owns, directly or indirectly, at least
90% of the outstanding capital stock of SCSM); PROVIDED that any such
Indebtedness is made pursuant to an intercompany note in the form attached as an
exhibit to the Indentures and, in the case of Indebtedness of the Company owing
to a Subsidiary, is subordinated in right of payment from and after such time as
the Notes shall become due and payable (whether at Stated Maturity, upon
acceleration or otherwise) to the payment and performance of the Company's
obligations under the Notes; PROVIDED, FURTHER, that (x) any disposition, pledge
or transfer of any such Indebtedness to a Person (other than the Company or a
Wholly Owned Subsidiary and other than a pledge of any such intercompany note to
the agent bank under the New Credit Facility in accordance with the terms of the
New Credit Facility as in effect on the date of this Indenture) shall be deemed
to be an incurrence of such Indebtedness by the obligor not permitted by this
clause (iv) and (y) any transaction pursuant to which any Wholly Owned
Subsidiary, which has Indebtedness owing to the Company or any other Wholly
Owned Subsidiary, ceases to be a Wholly Owned Subsidiary shall be deemed to be
the incurrence of Indebtedness by the Company or such other Wholly Owned
Subsidiary that is not permitted by this clause (iv); (v) any renewals,
extensions, substitutions, refundings, refinancings or replacements
(collectively, a "refinancing") of any Indebtedness described in clauses (i),
(ii) and (iii) of this definition of "Permitted Indebtedness," including any
successive refinancings so long as the aggregate principal amount of
Indebtedness represented thereby is not increased by such refinancing plus the
lesser of (I) the stated amount of any premium or other payment required to be
paid in connection with such a refinancing pursuant to the terms of the
Indebtedness being refinanced or (II) the amount of premium or other payment
actually paid at such time to refinance the Indebtedness, plus, in either case,
the amount of expenses of the Company incurred in connection with such
refinancing and such refinancing does not reduce or advance the Average Life to
Stated Maturity or the Stated Maturity of such Indebtedness; (vi) guarantees by
the Company or any Subsidiary of a line of credit of Checker Taxi Association,
Inc. in an aggregate principal amount outstanding not to exceed at any given
time $1 million; (vii) guarantees of any Subsidiary made in accordance with the
provisions of "-- Certain Covenants -- Limitation on Issuances of Guarantees of
Indebtedness by Subsidiaries" or "-- Limitation on Issuance and Sale of Capital
Stock of Subsidiaries;" (viii) guarantees by Subsidiaries of Indebtedness of
third parties incurred in the ordinary course of business consistent with past
practice in an aggregate principal amount outstanding not to exceed at any given
time $15 million; (ix) earned but unpaid compensation of present and future
directors and

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executive officers of either the Company or any of its Subsidiaries; and (x)
Indebtedness of the Company and any Subsidiary (including indebtedness in
respect of which the Company and one or more Subsidiaries are co-obligors) in
addition to that described in paragraphs (i) through (ix) of this definition of
"Permitted Indebtedness" in an aggregate principal amount outstanding not to
exceed at any given time $25 million.

"Permitted Investment" means (i) Investments in any Wholly Owned Subsidiary
or Investments by the Company or any Subsidiary in a Person, if as a result of
such Investment (a) such Person becomes a Wholly Owned Subsidiary or (b) such
Person is merged or consolidated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or any
Wholly Owned Subsidiary; (ii) Investments in the Notes; (iii) Indebtedness of
the Company or a Subsidiary described under clause (iv), (vi), (vii) or (viii)
of the definition of "Permitted Indebtedness"; (iv) Temporary Cash Investments;
(v) Investments in existence on the date of the Indentures; and (vi) Investments
by American Country Insurance Company or any other Subsidiary in the ordinary
course of the insurance business and in accordance with the statutes and
governmental regulations regulating its affairs in its domestic jurisdiction.

"Permitted Liens" means the following:

(i) any Lien existing, or provided for under arrangements existing, as of
the date of the Indentures; (ii) any Lien arising by reason of (1) any judgment,
decree or order of any court or other governmental authority, if appropriate
legal proceedings which may have been duly initiated for the review of such
judgment, decree or order shall not have been finally terminated or the period
within which such proceedings may be initiated shall not have expired; (2)
taxes, assessments or similar charges not yet delinquent or which are being
contested in good faith; (3) security for the payment of workers' compensation,
unemployment insurance, other social security benefits or other
insurance-related obligations (including but not limited to in respect of
deductibles, self-insured retention amounts and premiums and adjustments
thereto); (4) deposits or pledges in connection with bids, tenders, leases and
contracts (other than contracts for the payment of money); (5) zoning
restrictions, easements, licenses, reservations, provisions, covenants,
conditions, waivers, restrictions on the use of property or minor irregularities
of title (and with respect to leasehold interests, mortgages, obligations, liens
and other encumbrances incurred, created, assumed or permitted to exist and
arising by, through or under a landlord or owner of the leased property, with or
without consent of the lessee), none of which materially impairs the use of any
parcel of property material to the operation of the business of the Company and
its Subsidiaries taken as a whole or the value of such property for the purpose
of such business; (6) deposits or pledges to secure public or statutory
obligations, progress payments, surety and appeal bonds or other obligations of
like nature incurred in the ordinary course of business; (7) certain surveys,
exceptions, title defects, encumbrances, easements, reservations of, or rights
of others for, rights of way, sewers, electric lines, telegraph or telephone
lines or other similar purposes or zoning or other restrictions as to the use of
real property not materially interfering with the ordinary conduct of the
business of the Company and its Subsidiaries taken as a whole; or (8) operation
of law in favor of landlords, mechanics, carriers, warehousemen, materialmen,
laborers, employees, suppliers or the like, incurred in the ordinary course of
business for sums which are not yet delinquent or are being contested in good
faith by negotiations or by appropriate proceedings which suspend the collection
thereof; (iii) any Lien securing Acquired Indebtedness created prior to (and not
created in connection with or in contemplation of) the incurrence of such
Indebtedness by the Company or any Subsidiary, which Indebtedness is permitted
under the provisions of "-- Certain Covenants -- Limitation on Indebtedness";
(iv) any Lien securing Indebtedness incurred under the New Credit Facility; (v)
any Lien on the Collateral securing Indebtedness incurred under the Senior Notes
and Senior Note Indenture; (vi) any Lien created by Subsidiaries to secure
Indebtedness of such Subsidiaries to the Company; (vii) any Lien securing
Purchase Money Obligations and Capital Lease Obligations incurred pursuant to
the provisions of "-- Certain Covenants -- Limitation on Indebtedness"; (viii)
any Lien securing Indebtedness incurred pursuant to paragraph (x) of the
definition of Permitted Indebtedness;(ix) any Lien securing Permitted Subsidiary
Indebtedness; (x) any Lien in favor of the agent bank under the New Credit
Facility securing an

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intercompany note issued pursuant to paragraph (iv) of the definition of
Permitted Indebtedness; and (xi) any extension, renewal, refinancing or
replacement, in whole or in part, of any Lien described in the foregoing clauses
(i), (iii) and (v) so long as (1) the amount of security is not increased
thereby, (2) the aggregate amount of Indebtedness or other obligations secured
by the Lien after such extension, renewal, refinancing or replacement does not
exceed the aggregate amount of the Indebtedness or other obligations secured by
the existing Lien prior to such extension, renewal, refinancing or replacement
plus an amount equal to the lesser of (a) the stated premium required to be paid
in connection with such an extension, renewal, refinancing or replacement
pursuant to the terms of the Indebtedness or (b) the amount of any premium
actually paid by the Company to accomplish such extension, renewal, refinancing
or replacement and (3) the Indebtedness secured by such Lien (other than
Permitted Indebtedness) is permitted under the provisions of "-- Certain
Covenants -- Limitation on Indebtedness."

"Permitted Subsidiary Indebtedness" means Indebtedness of the Subsidiaries
of the Company in the aggregate principal amount outstanding not to exceed $25
million at any given time under any agreement providing for subsidized financing
from any federal or state governmental agency.

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

"Pledge Agreement" means the pledge and intercreditor agreement dated the
date of the Senior Note Indenture between the Company, the Senior Note Trustee
and NBD Bank, N.A., as collateral agent, as amended from time to time as
permitted thereby.

"Preferred Stock" means, with respect to any Person, any Capital Stock of
any class or classes (however designated) which is preferred as to the payment
of dividends or distributions, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over Capital
Stock of any other class in such Person.

"Public Offering" means an underwritten initial public offering of Qualified
Capital Stock (other than Preferred Stock) of the Company pursuant to a
registration statement that has been declared effective by the Commission
pursuant to the Securities Act which results in gross cash proceeds to the
Company of not less than $25 million.

"Purchase Money Obligation" means any Indebtedness secured by a Lien on
assets related to the business of the Company or its Subsidiaries, and any
additions and accessions thereto, which are purchased by the Company or any
Subsidiary at any time after the Notes are issued; PROVIDED, that (i) the
security agreement or conditional sales or other title retention contract
pursuant to which the Lien on such assets is created (collectively, a "Purchase
Money Security Agreement") shall be entered into within 90 days after the
purchase or substantial completion of the construction of such assets and shall
at all times be confined solely to the assets so purchased or acquired, any
additions and accessions thereto and any proceeds therefrom, (ii) at no time
shall the aggregate principal amount of the outstanding Indebtedness secured
thereby be increased, except in connection with the purchase of additions and
accessions thereto and except in respect of fees and other obligations in
respect of such Indebtedness and (iii)(A) the aggregate outstanding principal
amount of Indebtedness secured thereby (determined on a per asset basis in the
case of any additions and accessions) shall not at the time such Purchase Money
Security Agreement is entered into exceed 100% of the purchase price to the
Company or any Subsidiary of the assets subject thereto or (B) the Indebtedness
secured thereby shall be with recourse solely to the assets so purchased or
acquired, any additions and accessions thereto and any proceeds therefrom.

"Qualified Capital Stock" of any Person means any and all Capital Stock of
such Person other than Redeemable Capital Stock.

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Notes or is redeemable at the option of the holder thereof at any time prior to
any such Stated Maturity, or is convertible into or exchangeable for debt
securities at any time prior to any such Stated Maturity at the option of the
holder thereof.

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

"Senior Note Indenture" means the indenture, dated as of ,
1994, among the Company and First Fidelity Bank, National Association, as
trustee, as such agreement may be amended, renewed, extended, substituted,
refinanced, replaced, supplemented or otherwise modified from time to time
(including, without limitation, any successive renewals, extensions,
substitutions, refinancings, restructurings, replacements, supplementations or
other modifications of the foregoing).

"Senior Notes" means the Company's % Senior Secured Notes due 2002 issued
pursuant to the Senior Note Indenture.

"Senior Subordinated Note Indenture" means the indenture, dated as of
, 1994, among the Company and Marine Midland Bank, as trustee, as
such agreement may be amended, renewed, extended, substituted, refinanced,
replaced, supplemented or otherwise modified from time to time (including,
without limitation, any successive renewals, extensions, substitutions,
refinancings, restructurings, replacements, supplementations or other
modifications of the foregoing).

"Senior Subordinated Notes" means the Company's % Senior Subordinated
Notes due 2004 issued pursuant to the Senior Subordinated Note Indenture.

"Stated Maturity" when used with respect to any Indebtedness or any
installment of interest thereon, means the dates specified in such Indebtedness
as the fixed date on which the principal of such Indebtedness or such
installment of interest, as the case may be, is due and payable.

"Subordinated Indebtedness" means Indebtedness of the Company subordinated
in right of payment to the Senior Notes.

"Subsidiary" means any Person a majority of the equity ownership or the
Voting Stock of which is at the time owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries.

"Temporary Cash Investments" means (i) any evidence of Indebtedness,
maturing not more than one year after the date of acquisition, issued by the
United States of America, or an instrumentality or agency thereof, and
guaranteed fully as to principal, premium, if any, and interest by the United
States of America, (ii) any certificate of deposit or money market deposit,
maturing not more than one year after the date of acquisition, issued by, or
time deposit of, a commercial banking institution that is a member of the
Federal Reserve System and that has combined capital and surplus and undivided
profits of not less than $250,000,000, whose debt has a rating, at the time as
of which any investment therein is made, of "P-1" (or higher) according to
Moody's Investors Service, Inc. ("Moody's") or any successor rating agency, or
"A-1" or higher according to Standard & Poor's Corporation ("S&P") or any
successor rating agency, (iii) commercial paper, maturing not more than 180 days
after the date of acquisition, issued by a
corporation (other than an Affiliate or Subsidiary of the Company) organized and
existing under the laws of the United States of America with a rating, at the
time as of which any investment therein is made, of "P-1" (or higher) according
to Moody's or any successor rating agency or "A-1" (or higher) according to S&P
or any successor rating agency and (iv) any repurchase obligation with a term of
not more than 90 days for direct obligations of the United States of America
entered into with a bank meeting the qualifications described in clause (ii)
above.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

"Voting Stock" means stock of the class or classes pursuant to which the
holders thereof have in respect of a corporation, the general voting power under
ordinary circumstances to elect at least a

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<PAGE>
majority of the board of directors, managers or trustees of a corporation
(irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power by reason of the happening of any
contingency).

"Wholly Owned Subsidiary" means a corporate Subsidiary all the outstanding
Capital Stock (other than directors' qualifying shares) or a partnership
Subsidiary all the equity interest of which are owned by the Company or another
Wholly Owned Subsidiary.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of the material federal income tax
consequences expected to result to holders from the purchase, ownership and
disposition of Senior Notes, Senior Subordinated Notes and Warrants. The summary
is based on current provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), applicable Treasury Regulations, judicial authority and
administrative rulings and practice. There can be no assurance that the Internal
Revenue Service (the "IRS") will not take a contrary view, and no ruling from
the IRS has been or will be sought. Legislative, judicial or administrative
changes or interpretations may be forthcoming that could alter or modify the
statements and conclusions set forth herein. Any such changes or interpretations
may or may not be retroactive and could affect the federal income tax
consequences to holders of Senior Notes, Senior Subordinated Notes or Warrants.

The following summary is for general information only. The tax treatment of
a holder of Senior Notes, Senior Subordinated Notes or Warrants may vary
depending on such holder's particular situation. This discussion does not
address the federal income tax consequences of the ownership of Senior Notes,
Senior Subordinated Notes or Warrants that are not held as capital assets within
the meaning of Section 1221 of the Code, nor does it discuss the effect of any
state, local or foreign tax law on the holder of Senior Notes, Senior
Subordinated Notes or Warrants. Certain holders (including, but not limited to,
insurance companies, tax-exempt organizations, financial institutions,
broker-dealers, foreign corporations and persons who are not citizens or
residents of the United States) may be subject to special rules not discussed
below. EACH PURCHASER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR
TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF SENIOR NOTES, SENIOR
SUBORDINATED NOTES OR WARRANTS, INCLUDING THE APPLICABILITY AND EFFECT OF ANY
STATE, LOCAL OR FOREIGN TAX LAWS.

STATED INTEREST ON SENIOR NOTES AND SENIOR SUBORDINATED NOTES

Holders of Senior Notes and Senior Subordinated Notes will be required to
include stated interest in gross income for federal income tax purposes in
accordance with the holder's method of accounting for federal income tax
purposes. Holders using the accrual method of tax accounting must include stated
interest in income as it accrues and holders using the cash method of tax
accounting must include stated interest in income as it is actually or
constructively received by them.

ORIGINAL ISSUE DISCOUNT ON THE SENIOR SUBORDINATED NOTES

The Senior Subordinated Notes will be issued with original issue discount,
and each holder of Senior Subordinated Notes will be required to include in its
gross income original issue discount income as described below.

Original issue discount on each Senior Subordinated Note will equal the
excess of the stated redemption price at maturity of the Senior Subordinated
Note over its issue price. A holder of a Senior Subordinated Note issued with
original issue discount must include original issue discount in income as
ordinary interest income as the original issue discount accrues on the basis of
a constant yield to maturity, regardless of whether the holder uses the cash or
accrual method of tax accounting. Generally, original issue discount must be
included in income in advance of the receipt of cash representing such income.

In general, the "issue price" of a Senior Subordinated Note is determined by
allocating the "issue price" of the Unit to the Senior Subordinated Note and
Warrant comprising such Unit on the basis of the proportion which the fair
market value of each such element of the Unit bears to the sum of the fair
market value of both elements in the Unit. The "issue price" of a Unit is the
initial offering price to the

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<PAGE>

public (excluding underwriters, placement agents and wholesalers) at which a
substantial amount of Units are first sold. The Company has allocated $______
and $______ to be the issue price of a Senior Subordinated Note and a Warrant,
respectively, and this allocation is binding on each holder of a Unit, other
than a holder that explicitly discloses that its allocation of the "issue price"
of the Unit is different from the Company's allocation. Such disclosure
generally must be made on a statement attached to such holder's timely filed
federal income tax return for its taxable year that includes the acquisition
date of the Unit. However, the Company's allocation is not binding on the IRS.

The stated redemption price at maturity of a Senior Subordinated Note will
equal the sum of all payments other than any "qualified stated interest"
payments. Qualified stated interest is stated interest that is unconditionally
payable in cash or in property (other than debt instruments of the issuer) at
least annually at a single fixed rate.

The holder of a Senior Subordinated Note issued with original issue discount
must include in gross income, for all days during its taxable year on which it
holds such Senior Subordinated Note, the sum of the "daily portions" of original
issue discount. The amount of original issue discount includible in income by a
holder will be computed by allocating to each day during a taxable year a pro
rata portion of the original issue discount that accrued during the relevant
accrual period. The accrual periods for a Senior Subordinated Note may be of any
length and may vary in length over the Senior Subordinated Note's term, provided
that each accrual period is no longer than one year and each scheduled payment
of principal or interest occurs either on the final day of an accrual period or
on the first day of an accrual period. The amount of original issue discount
that will accrue during an accrual period is the excess, if any, of (i) the
product of the "adjusted issue price" of the Senior Subordinated Note at the
beginning of the accrual period and its original yield to maturity (determined
on the basis of compounding at the end of each accrual period and properly
adjusted for the length of the particular accrual period) over (ii) the amount
of any qualified stated interest allocable to the accrual period. There are
special rules for determining the original issue discount allocable to an
accrual period where an interval between payments of qualified stated interest
contains more than one accrual period. The adjusted issue price of a Senior
Subordinated Note at the beginning of any accrual period is the sum of its issue
price, plus prior accruals of original issue discount, reduced by the total
payments made with respect to such Senior Subordinated Note in all prior
periods, other than qualified stated interest payments.

The Company will make annual reports to the IRS and holders of the Senior
Subordinated Notes regarding the amount of original issue discount accrued on
the Senior Subordinated Notes during the year on the basis of __ accrual
periods.

ELECTION TO TREAT ALL INTEREST AS ORIGINAL INTEREST DISCOUNT

In general, a holder may elect to treat all interest on any Senior Note or
Senior Subordinated Note as original issue discount and calculate the amount
includible in gross income under the constant yield method described above. For
the purposes of this election, interest includes, among other items, stated
interest, original issue discount, market discount, and DE MINIMIS market
discount, as adjusted by any amortizable bond premium or acquisition premium.
The election is to be made for the taxable year in which the holder acquired the
Senior Note or Senior Subordinated Note and may not be revoked without the
consent of the IRS. As discussed below, this election may affect the tax
treatment of other debt instruments held by a holder. Therefore, holders should
consult with their own tax advisors about this election.

ACQUISITION PREMIUM

If a holder purchases a Senior Subordinated Note at an "acquisition
premium," the holder reduces the amount of original issue discount includible in
income in each taxable year by the portion of acquisition premium allocable to
that year. A Senior Subordinated Note is purchased at an acquisition premium if
immediately after the purchase, the purchaser's adjusted basis in the Senior
Subordinated Note is greater than the Senior Subordinated Note's adjusted issue
price but not greater than the sum of all amounts payable on the Senior
Subordinated Note after the purchase date, other than payments of qualified
stated interest. In general, the reduction in original issue discount includible
in income in a

82
<PAGE>
taxable year is determined by multiplying the daily portion of original issue
discount by a fraction the numerator of which is the excess of the adjusted
basis of the Senior Subordinated Note immediately after the acquisition over the
adjusted issue price of the Senior Subordinated Note and the denominator of
which is the excess of the sum of all amounts payable on the Senior Subordinated
Note after the purchase date, other than payments of qualified stated interest,
over its adjusted issue price. Rather than using the above fraction, the holder,
may, as discussed above, elect to treat all interest, including for this
purpose, acquisition premium, as original issue discount.

MARKET DISCOUNT

If a Senior Note or a Senior Subordinated Note is acquired at a "market
discount," some or all of any gain realized on a sale or other disposition,
partial principal payment or payment at maturity, of the Senior Note or the
Senior Subordinated Note may be treated as ordinary income (generally, as
interest income), as described below. For this purpose, "market discount" is the
excess of (i) the stated redemption price at maturity of a Senior Note or the
adjusted issue price of a Senior Subordinated Note over (ii) the holder's tax
basis in the Senior Note or Senior Subordinated Note subject to a statutory DE
MINIMIS exception. Under the statutory DE MINIMIS exception, market discount
will be considered to be zero if it is less than 1/4 of 1% of the stated
redemption price at maturity of the Senior Note or the Senior Subordinated Note,
as the case may be, multiplied by the number of complete years to maturity of
the Note from the date the holder purchased it. Unless a holder has elected to
include the market discount in income as it accrues, any gain realized on any
subsequent disposition of the Senior Note or the Senior Subordinated Note (other
than in connection with certain nonrecognition transactions) or any partial
principal payment or payment at maturity with respect to the Senior Note or the
Senior Subordinated Note will be treated as ordinary income to the extent of the
market discount that is treated as having accrued during the period the Senior
Note or the Senior Subordinated Note was held. In addition, if the Senior Note
or the Senior Subordinated Note is disposed of in any transaction other than a
sale, exchange, or involuntary conversion (E.G., a gift), ordinary income will
be recognized to the extent of accrued market discount as if such Senior Note or
Senior Subordinated Note had been sold at its then fair market value.

The amount of market discount treated as having accrued will be determined
either (i) on a ratable basis by multiplying the market discount times a
fraction, the numerator of which is the number of days the Senior Note or the
Senior Subordinated Note was held by the holder and the denominator of which is
the total number of days after the date such holder acquired the Senior Note or
the Senior Subordinated Note up to and including the date of its maturity, or
(ii) if the holder so elects, on a constant interest rate method. A holder may
make this election with respect to any Senior Note or Senior Subordinated Note
and such election is irrevocable.

A holder of a Senior Note or a Senior Subordinated Note may elect to include
market discount in income currently, through the use of either the ratable
inclusion method or the elective constant interest rate method. If such an
election is made, a holder will not be required to recharacterize gain on the
disposition of, and certain payments in respect of, the Senior Note or the
Senior Subordinated Note to the extent of accrued market discount. Once made,
the election to include market discount in income currently applies to all
Senior Notes, Senior Subordinated Notes and other obligations of the holder that
are purchased at a market discount during the first taxable year for which the
election is made, and during all subsequent taxable years of the holder, unless
the IRS consents to a revocation of the election. If an election is made to
include market discount in income currently, the holder's basis for the Senior
Note or the Senior Subordinated Note will be increased by the market discount
thereon as it is included in income.

If a holder makes the election (discussed above) to treat as original issue
discount all interest on a debt instrument that has market discount, the holder
is deemed to have made the election to accrue currently market discount using a
constant interest rate method on all other debt instruments with

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<PAGE>
market discount. In addition, if the holder has previously made the election to
accrue market discount currently, the conformity requirements of that election
are satisfied for debt instruments with respect to which the holder elects to
treat all interest as original issue discount.

Unless a holder who acquires a Senior Note or a Senior Subordinated Note at
a market discount elects to include market discount in income currently, such
holder may be required to defer all or a portion of any interest expense that
may otherwise be deductible on any indebtedness incurred or maintained to
purchase or carry the Senior Note or the Senior Subordinated Note.

AMORTIZABLE BOND PREMIUM

If a holder purchases a Senior Note or a Senior Subordinated Note and,
immediately after the purchase, the adjusted basis of the Senior Note or the
Senior Subordinated Note exceeds the sum of all amounts payable on the Senior
Note or the Senior Subordinated Note after the purchase date, other than
qualified stated interest, the Senior Note or the Senior Subordinated Note has
"premium." A holder that purchases a Senior Subordinated Note at a premium is
not required to include original issue discount in income. A holder may elect to
amortize the premium over the remaining term of the Senior Note or the Senior
Subordinated Note (or, in certain circumstances, until an earlier call date).

In the case of a debt instrument that may be called at a premium prior to
maturity, an earlier call date of the debt instrument is treated as the maturity
date of the debt instrument and the amount of bond premium is determined by
treating the amount payable on such call date as the amount payable at maturity
if such a calculation produces a smaller amortizable bond premium than the
method described in the preceding paragraph. If the debt instrument is not
redeemed on such call date, the remaining bond premium may be amortized to a
later call date or to maturity under the rules set forth above. If a debt
instrument purchased at a premium is redeemed prior to its maturity, a purchaser
who has elected to amortize bond premium may deduct any remaining unamortized
bond premium as an ordinary loss in the taxable year of the redemption.

If premium is amortized, except as provided in Treasury Regulations, the
amount of interest that must be included in the holder's income for each period
ending on an interest payment date or stated maturity, as the case may be, will
be reduced by the portion of premium allocable to the interest payment based on
the yield to maturity of the Senior Note or the Senior Subordinated Note under a
constant interest rate method. If such an election to amortize premium is not
made, a holder must include the full amount of each interest payment in income
in accordance with the holder's regular method of tax accounting and will
include the premium in its tax basis for the Senior Note or Senior Subordinated
Note for purposes of computing its gain or loss on the sale or other disposition
or payment of the principal amount of the Senior Note or the Senior Subordinated
Note.

An election to amortize premium would apply to amortizable premium on all
Senior Notes, Senior Subordinated Notes and other bonds the interest on which is
includible in the holder's gross income held at the beginning of the holder's
first taxable year to which the election applies or thereafter acquired, and may
be revoked only with the consent of the IRS. The election to treat all interest,
including for this purpose amortizable premium, as original issue discount is
deemed to be an election to amortize premium under Section 171(c) of the Code
for purposes of the conformity requirements of that section. In addition, if the
holder has already made an election to amortize premium, the conformity
requirements will be deemed satisfied with respect to any Senior Notes or Senior
Subordinated Notes for which the holder makes an election to treat all interest
as original issue discount.

DISPOSITION OF THE SENIOR NOTES AND SENIOR SUBORDINATED NOTES

In general, upon a disposition of a Senior Note or a Senior Subordinated
Note by sale, exchange, redemption or other taxable disposition, a holder will
recognize gain or loss equal to the difference between (i) the amount realized
on the disposition (other than amounts received attributable to accrued
interest) and (ii) the holder's tax basis in the Senior Note or the Senior
Subordinated Note. A holder's tax basis in a Senior Note or a Senior
Subordinated Note generally will equal the cost to the holder of the Senior Note
or the Senior Subordinated Note (net of accrued interest), which, in the case of
an initial

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<PAGE>

holder of a Senior Subordinated Note, is the portion of the issue price of a
Unit allocated to the Senior Subordinated Note, increased by amounts includible
in income as original issue discount or market discount (if the holder elects to
include market discount in income on a current basis) and reduced by any
amortized premium and any payments other than payments of qualified stated
interest made on the Senior Note or the Senior Subordinated Note.

Assuming that the Senior Note or the Senior Subordinated Note is held as a
capital asset, such gain or loss (except to the extent that the market discount
rules otherwise provide) will generally constitute capital gain or loss, and
will be long-term capital gain or loss if the holder has held the Senior Note or
the Senior Subordinated Note for longer than one year at the time of the
disposition.

EXERCISE, OWNERSHIP, DISPOSITION AND EXPIRATION OF WARRANTS

No gain or loss will be recognized by a holder of a Warrant on the purchase
of the Company's Common Stock for cash on the exercise of the Warrant (except
with respect to any cash paid in lieu of the issuance of fractional shares of
Common Stock). A holder's tax basis in the Warrant prior to exercise will be
added to the Exercise Price of the Warrant and will constitute the holder's tax
basis in the Company's Common Stock received on the exercise of the Warrant. The
holding period of the Company's Common Stock so received will not include the
time during which the holder held the Warrant.

Adjustments to the Exercise Price of the Warrants, or a failure to make such
adjustments, pursuant to the antidilution provisions of the Warrants may result
in taxable distributions to holders of Warrants or to holders of the Company's
Common Stock, respectively, under Section 305 of the Code to the extent of the
Company's current or accumulated earnings and profits, regardless of whether
there is a distribution of cash or property.

Assuming that the Common Stock would be held as a capital asset by a holder,
the redemption of a Warrant by the Company, the sale or other taxable
disposition of a Warrant by such holder other than to the Company and the
expiration of an unexercised Warrant, generally will be treated as a sale or
exchange of a capital asset and any gain or loss recognized will generally be
capital gain or loss and will be long-term capital gain or loss if the holder
has held the Warrant for longer than one year at the time of the redemption,
disposition or expiration. In the case of a redemption, sale or other taxable
disposition of a Warrant, the amount of the gain or loss recognized will be
equal to the difference between the amount realized on the redemption, sale or
other taxable disposition and the holder's tax basis in the Warrant. In the case
of the expiration of an unexercised Warrant, the holder will recognize loss
equal to the holder's tax basis in the Warrant. As discussed above, an initial
holder's tax basis in a Warrant will be equal to the portion of the issue price
of the Unit allocated to the Warrant.

BACKUP WITHHOLDING

A holder of Senior Notes, Senior Subordinated Notes or Warrants may be
subject to backup withholding at the rate of 31% with respect to interest paid
on, original issue discount accrued on and gross proceeds of a sale or
redemption of Senior Notes, Senior Subordinated Notes or Warrants, unless (i)
the holder is a corporation or comes within certain other exempt categories and,
when required, demonstrates this fact or (ii) the holder provides a correct
taxpayer identification number, certifies as to no loss of exemption from backup
withholding and otherwise complies with applicable requirements of the backup
withholding rules. A holder of a Senior Note, a Senior Subordinated Note or a
Warrant who does not provide the Company with his or her correct taxpayer
identification number may be subject to penalties imposed by the IRS.

THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS FOR
GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH PURCHASER OF
SENIOR NOTES, SENIOR SUBORDINATED NOTES OR WARRANTS SHOULD CONSULT HIS OR HER
TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO HIM OR HER OF THE
ACQUISITION, OWNERSHIP AND DISPOSITION OF SENIOR NOTES, SENIOR SUBORDINATED
NOTES OR WARRANTS, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL,
FOREIGN AND OTHER TAX LAWS.

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<PAGE>
UNDERWRITING

Subject to certain terms and conditions of the Underwriting Agreement, Alex.
Brown & Sons Incorporated and SPP Hambro & Co. (the "Underwriters") have agreed
to purchase from the Company the following respective principal amounts of
Senior Notes and Units:

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT NUMBER OF
UNDERWRITERS OF SENIOR NOTES UNITS
- ----------------------------------------------------------------------- ----------------- -----------

<S> <C> <C>
Alex. Brown & Sons Incorporated........................................ $
SPP Hambro & Co........................................................
----------------- -----------
Total.............................................................. $ 165,000,000 100,000
----------------- -----------
----------------- -----------
</TABLE>

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent.

The Underwriting Agreement also provides that the Company will indemnify the
Underwriters against certain liabilities and expenses, including liabilities
under the Securities Act, or will contribute to payments that the Underwriters
may be required to make in respect thereof. The nature of the Underwriters'
obligations is such that they are committed to purchase all of the Senior Notes
and Units if any Senior Notes and Units are purchased.

The Underwriters propose to offer the Senior Notes and Units directly to the
public initially at the public offering prices set forth on the cover page of
this Prospectus. After the initial public offering of the Senior Notes and
Units, the offering prices and other selling terms may be changed by the
Underwriters.

There is no existing trading market for the Securities and there can be no
assurance as to the liquidity of any market that may develop for the Securities.
The Underwriters have advised the Company that they currently intend to make a
market in the Senior Notes and the Units until the Separation Date and in the
Notes and Warrants thereafter. However, the Underwriters are not obligated to do
so, and any such market making may be discontinued at any time without notice.

The Company has agreed not to issue, sell or offer any debt securities or
shares of Common Stock or securities convertible into Common Stock without the
prior consent of the Underwriters for a period of 90 days after the date of this
Prospectus.

NBD Bank, N.A. will receive a fee of $ from the Company for acting as the
Company's financial advisor in connection with the Offering.

LEGAL MATTERS

The validity of the Securities will be passed upon for the Company by Hutton
Ingram Yuzek Gainen Carroll & Bertolotti, New York, New York. Certain legal
matters will be passed upon for the Underwriters by Fried, Frank, Harris,
Shriver & Jacobson (a partnership including professional corporations), New
York, New York. As to certain matters concerning the laws of the State of
Florida, Hutton Ingram Yuzek Gainen Carroll & Bertolotti and Fried, Frank,
Harris, Shriver & Jacobson will rely upon the opinions of Greenberg, Traurig,
Hoffman, Lipoff, Rosen & Quentel, P.A.

EXPERTS

The consolidated financial statements of the Company as of December 31, 1993
and 1992, and for each of the three years in the period ended December 31, 1993,
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young, independent auditors, as set forth in their reports thereon
appearing elsewhere herein and in the Registration Statement, and are included
in reliance upon such reports given upon the authority of such firm as experts
in accounting and auditing.

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<PAGE>
The following consolidated financial statements of International Controls
Corp. and subsidiaries are submitted herewith:

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Index To Financial Statements Covered By Report Of Independent Auditors
Report of Independent Auditors........................................................................... F-2
Consolidated Balance Sheets as of December 31, 1993 and 1992............................................. F-3
Consolidated Statements of Shareholders' Deficit for the Years Ended December 31, 1993, 1992 and 1991.... F-4
Consolidated Statements of Operations for the Years Ended December 31, 1993, 1992
and 1991............................................................................................... F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 1993, 1992
and 1991............................................................................................... F-6
Notes to Consolidated Financial Statements -- December 31, 1993.......................................... F-7
Index to Financial Statements (Unaudited):
Consolidated Balance Sheets at March 31, 1994, and December 31, 1993..................................... F-25
Consolidated Statements of Operations for the Three Months Ended March 31, 1994, and March 31, 1993...... F-26
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1994, and March 31, 1993...... F-27
Notes to Consolidated Financials Statements -- March 31, 1994............................................ F-28
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
International Controls Corp.

We have audited the accompanying consolidated balance sheets of
International Controls Corp. and subsidiaries as of December 31, 1993 and 1992,
and the related consolidated statements of operations, shareholders' deficit and
cash flows for each of the three years in the period ended December 31, 1993.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
International Controls Corp. and subsidiaries at December 31, 1993 and 1992, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles.

As discussed in Notes I and K to the consolidated financial statements, the
Company changed its methods of accounting for postretirement benefits other than
pensions and income taxes in the year ended December 31, 1993.

/s/ ERNST & YOUNG

Kalamazoo, Michigan
March 1, 1994

F-2
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1992 1993
--------- ---------
<S> <C> <C>
Cash and cash equivalents............................................................... $ 42,199 $ 40,078
Accounts receivable, less allowance for doubtful accounts of $623 (1992) and $748 (1993)
(Note G)............................................................................... 64,115 75,701
Current portion of finance lease receivables............................................ 2,352 764
Inventories (Notes D and G)............................................................. 71,861 94,112
Other current assets.................................................................... 8,897 11,059
--------- ---------
TOTAL CURRENT ASSETS................................................................ 189,424 221,714
Property, plant and equipment, net (Notes E, G and H)................................... 119,492 122,355
Insurance Subsidiary's investments (Note F)............................................. 84,616 90,838
Noncurrent finance lease receivables (Notes C and H).................................... 2,863 575
Insurance Subsidiary's reinsurance receivable........................................... 17,366 11,378
Cost in excess of net assets acquired, net of accumulated amortization of $5,002 (1992)
and $6,252 (1993)...................................................................... 44,993 43,743
Trademark, net of accumulated amortization of $1,400 (1992) and $1,750 (1993)........... 12,046 11,696
Other assets............................................................................ 22,963 15,037
--------- ---------
TOTAL ASSETS........................................................................ $ 493,763 $ 517,336
--------- ---------
--------- ---------
</TABLE>

LIABILITIES AND SHAREHOLDERS' DEFICIT

<TABLE>
<S> <C> <C>
Accounts payable........................................................................ $ 56,684 $ 77,876
Notes payable (Note G).................................................................. 5,000 5,000
Income taxes payable (Note K)........................................................... 6,739 7,726
Accrued compensation.................................................................... 13,729 15,838
Accrued interest........................................................................ 11,596 11,746
Other accrued liabilities............................................................... 28,833 38,071
Current portion of long-term debt....................................................... 15,752 14,321
--------- ---------
TOTAL CURRENT LIABILITIES........................................................... 138,333 170,578
Long-term debt, excluding current portion (Note G):
Shareholders.......................................................................... 30,000 30,000
Other................................................................................. 259,616 246,952
--------- ---------
289,616 276,952
Insurance Subsidiary's unpaid losses and loss adjustment expenses....................... 75,780 71,179
Unearned insurance premiums............................................................. 10,463 9,547
Deferred income taxes................................................................... 11,187 9,803
Postretirement benefits other than pensions (Note I).................................... -- 49,609
Other noncurrent liabilities............................................................ 33,654 39,053
Minority interest (Notes H and J)....................................................... 41,026 40,132
--------- ---------
TOTAL LIABILITIES................................................................... 600,059 666,853
Shareholders' deficit (Notes A, F and G):
Common stock, par value $0.01:
Authorized 15,000,000 shares
Outstanding 9,036,700 shares........................................................ 90 90
Additional paid-in capital............................................................ 14,910 14,910
Retained earnings (deficit)........................................................... 7,045 (36,217)
Unrealized appreciation on Insurance Subsidiary's investments in equity securities.... 32 73
Notes receivable from shareholders.................................................... (625) (625)
Amount paid in excess of Checker's net assets......................................... (127,748) (127,748)
--------- ---------
TOTAL SHAREHOLDERS' DEFICIT......................................................... (106,296) (149,517)
Commitments and contingencies (Note H)..................................................
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT......................................... $ 493,763 $ 517,336
--------- ---------
--------- ---------
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
UNREALIZED
APPRECIATION AMOUNT PAID
(DEPRECIATION) NOTES IN EXCESS OF
ADDITIONAL ON INVESTMENTS RECEIVABLE CHECKER'S
COMMON PAID-IN RETAINED IN EQUITY FROM NET ASSETS
STOCK CAPITAL EARNINGS SECURITIES SHAREHOLDERS (NOTE A)
------------- ----------- ---------- --------------- ----------------- ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCES AT JANUARY 1, 1991.......... $ 90 $ 14,910 $ 10,418 $ (1,790) $ (625) $ (127,748)
Unrealized appreciation on investment
in equity securities................ -- -- -- 2,189 -- --
Net income........................... -- -- 4,182 -- -- --
--- ----------- ---------- ------- ------ ------------
BALANCES AT DECEMBER 31, 1991........ 90 14,910 14,600 399 (625) (127,748)
Unrealized depreciation on investment
in equity securities................ -- -- -- (367) -- --
Net loss............................. -- -- (7,555) -- -- --
--- ----------- ---------- ------- ------ ------------
BALANCES AT DECEMBER 31, 1992........ 90 14,910 7,045 32 (625) (127,748)
Unrealized appreciation on investment
in equity securities................ -- -- -- 41 -- --
Net loss............................. -- -- (43,262) -- -- --
--- ----------- ---------- ------- ------ ------------
BALANCES AT DECEMBER 31, 1993........ $ 90 $ 14,910 $ (36,217) $ 73 $ (625) $ (127,748)
--- ----------- ---------- ------- ------ ------------
--- ----------- ---------- ------- ------ ------------
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1991 1992 1993
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES:
Trailer manufacturing and distribution................................ $ 400,196 $ 536,336 $ 711,862
Automotive products manufacturing..................................... 84,401 112,631 127,925
Vehicular operations including rental income of $39,946 (1991);
$37,382 (1992); and $38,360 (1993)................................... 43,527 40,580 42,103
Insurance premiums earned............................................. 27,142 27,186 27,436
------------ ------------ ------------
555,266 716,733 909,326
COST OF REVENUES:
Cost of sales......................................................... (428,949) (561,546) (728,471)
Cost of vehicular operations.......................................... (30,801) (30,120) (30,916)
Cost of insurance operations.......................................... (20,793) (19,204) (19,418)
------------ ------------ ------------
(480,543) (610,870) (778,805)
------------ ------------ ------------
GROSS PROFIT............................................................ 74,723 105,863 130,521
Operating expenses:
Selling, general and administrative expense........................... (72,032) (76,877) (83,176)
Interest expense........................................................ (47,425) (42,726) (41,614)
Interest income......................................................... 11,634 8,895 7,396
Other income (expense), net............................................. (1,078) (2,023) 3,494
Special charge -- Note H................................................ -- -- (7,500)
------------ ------------ ------------
INCOME (LOSS) BEFORE MINORITY EQUITY, INCOME TAXES, EXTRAORDINARY ITEMS
AND ACCOUNTING CHANGES................................................. (34,178) (6,868) 9,121
Minority equity (Note J)................................................ 1,931 -- --
------------ ------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES, EXTRAORDINARY ITEMS AND ACCOUNTING
CHANGES................................................................ (32,247) (6,868) 9,121
Income tax benefit (expense) (Note K)................................... 5,241 (687) (5,757)
------------ ------------ ------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS AND ACCOUNTING CHANGES......... (27,006) (7,555) 3,364
Extraordinary items (Note L)............................................ 31,188 -- --
------------ ------------ ------------
INCOME (LOSS) BEFORE ACCOUNTING CHANGES................................. 4,182 (7,555) 3,364
Accounting changes (Notes I and K)...................................... -- -- (46,626)
------------ ------------ ------------
Net income (loss)....................................................... $ 4,182 $ (7,555) $ (43,262)
------------ ------------ ------------
------------ ------------ ------------
Weighted average number of shares used in per share computations........ 9,037 9,037 9,037
------------ ------------ ------------
------------ ------------ ------------
INCOME (LOSS) PER SHARE:
Loss before extraordinary items and accounting changes................ $ (2.99) $ (0.84) $ 0.37
Extraordinary items (Note L).......................................... 3.45 -- --
Accounting changes (Notes I and K).................................... -- -- (5.16)
------------ ------------ ------------
NET INCOME (LOSS) PER SHARE......................................... $ 0.46 $ (0.84) $ (4.79)
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1991 1992 1993
---------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................................... $ 4,182 $ (7,555) $ (43,262)
Adjustment to reconcile net income (loss) to net cash provided by
operating activities:
Accounting changes...................................................... -- -- 46,626
Extraordinary items..................................................... (31,188) -- --
Depreciation and amortization........................................... 20,931 21,054 23,295
Deferred income tax expense (benefit)................................... 3,288 (4,311) (8,512)
Amortization of cost in excess of net assets acquired................... 1,250 1,250 1,250
Amortization of debt discount........................................... 1,045 1,181 1,372
Net loss on sale of property, plant and equipment....................... 275 217 207
Investment losses (gains)............................................... 1,646 (690) (1,079)
Decrease in minority equity............................................. (1,992) -- --
Other noncash charges................................................... 3,980 6,386 7,562
Changes in operating assets and liabilities:
Accounts receivable................................................... 7,647 (12,788) (11,970)
Finance lease receivables............................................. 7,213 5,131 4,408
Inventories........................................................... (784) (7,820) (22,251)
Insurance Subsidiary's reinsurance receivable......................... 11,731 (5,634) 5,988
Unbilled tooling charges.............................................. 35,181 -- --
Other assets.......................................................... 536 -- (5,309)
Accounts payable...................................................... (1,129) 8,281 21,193
Income taxes.......................................................... (17,398) 4,489 824
Unpaid losses and loss adjustment expenses............................ 2,204 5,046 (4,601)
Unearned insurance premiums........................................... (347) 4,673 (917)
Postretirement benefits other than pension............................ -- -- 4,497
Other liabilities..................................................... (10,460) 6,288 11,359
---------- ---------- ----------
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES.............................. 37,811 25,198 30,680
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................................ (16,457) (17,549) (20,006)
Proceeds from disposal of property, plant and equipment and other
productive assets........................................................ 2,685 2,783 2,599
Purchase of investments................................................... (19,228) (32,190) (64,052)
Proceeds from sale of investments......................................... 18,732 31,617 65,019
---------- ---------- ----------
NET CASH FLOW USED IN INVESTING ACTIVITIES.................................. (14,268) (15,339) (16,440)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings.................................................. 20,530 32,090 2,500
Repayments of borrowings.................................................. (43,610) (39,772) (17,967)
Return of limited partner's capital....................................... (821) (1,035) (894)
---------- ---------- ----------
NET CASH FLOW USED IN FINANCING ACTIVITIES.................................. (23,901) (8,717) (16,361)
---------- ---------- ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............................ (358) 1,142 (2,121)
Beginning cash and cash equivalents......................................... 41,415 41,057 42,199
---------- ---------- ----------
ENDING CASH AND CASH EQUIVALENTS............................................ $ 41,057 $ 42,199 $ 40,078
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993

NOTE A -- ORGANIZATION
The Company has two operating subsidiaries, Great Dane Trailers, Inc.
("Great Dane") and Checker Motors Corporation ("Checker"). During 1989, the
Company purchased all of the common stock of Checker, the general partner of
Checker Motors Co., L.P. (the "Partnership"), a Delaware limited partnership
(the "Checker acquisition").

Immediately after the Checker acquisition, substantially all of Checker's
former shareholders purchased, through Checker Holding Corp. ("Holding"), all of
the outstanding common stock of the Company (the "Holding buyout"). Holding was
created solely for the purpose of acquiring the stock of the Company and was
subsequently merged into the Company. The Holding buyout has been accounted for
as if Checker acquired the Company (a "reverse acquisition"), since there was no
significant change in control of Checker.

Under generally accepted accounting principles for reverse acquisitions, the
net assets of Checker acquired in the Checker acquisition cannot be revalued to
estimated fair value. Accordingly, the $127.7 million excess of the amount paid
over the historical book value of Checker's net assets has been accounted for as
a separate component reducing shareholders' equity and is not subject to
amortization. The fair value of Checker's net assets, as estimated by
management, is significantly greater than historical book value, but no
appraisal of fair value is available.

NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include
the accounts of International Controls Corp. and its subsidiaries, including a
wholly-owned trailer leasing company, other greater than 50% owned companies,
the Partnership and the Partnership's wholly-owned subsidiaries, including
American Country Insurance Company ("Insurance Subsidiary"). All significant
intercompany accounts and transactions have been eliminated.

CASH EQUIVALENTS: The Company considers all highly liquid investments,
other than Insurance Subsidiary investments, with a maturity of three months or
less when purchased to be cash equivalents.

INVENTORIES: Inventories are stated at the lower of cost or market. The
cost of inventories is determined principally on the last-in, first-out ("LIFO")
method.

PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are stated at
cost. Depreciation is provided based on the assets' estimated useful lives,
principally by the straight-line method.

Estimated depreciable lives are as follows:

<TABLE>
<S> <C>
Buildings...................................................... 10-40 years
Transportation equipment....................................... 2-6 years
Machinery, equipment, furniture and fixtures................... 3-12 years
</TABLE>

INTANGIBLE ASSETS: Intangible assets, principally cost in excess of net
assets acquired, noncompete agreements and a trademark, are being amortized on
the straight-line basis over periods of 4 to 40 years.

MINORITY INTEREST: Minority interest represents the limited partner's
allocable share of the Partnership's net assets (see Notes H and J) and the
limited partner's allocable share of net assets of South Charleston Stamping &
Manufacturing Company ("SCSM").

REVENUE RECOGNITION: Revenues from sales of trailers that are manufactured
in response to customers' orders are recorded when such products are completed
and invoiced. Finance income is recognized as other income over the term of the
finance leases by applying the simple interest method to scheduled monthly
collections. Rental income from vehicle leases is recognized as earned. Vehicles
are generally

F-7
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
leased on a daily or weekly basis to unaffiliated operators. Insurance
Subsidiary premiums are recognized as income ratably over the period covered by
the policies. Unearned premium reserves are calculated on the monthly pro-rata
basis. Realized gains and losses on investments are determined on a specific
identification basis and are included in the determination of net income.

DEBT ISSUE EXPENSE: Expenses incurred in connection with the issuance of
debt are capitalized and amortized as interest expense over the life of the
debt.

LOSSES AND LOSS ADJUSTMENT EXPENSES: The Insurance Subsidiary's liability
for unpaid losses and loss adjustment expenses represents an estimate of the
ultimate net costs of all losses which are unpaid at the balance sheet dates,
and is determined using case-basis evaluations and statistical analysis. These
estimates are continually reviewed and any adjustments which become necessary
are included in current operations. Since the liability is based on estimates,
the ultimate settlement of losses and the related loss adjustment expenses may
vary from the amounts included in the consolidated financial statements.

INSURANCE SUBSIDIARY REINSURANCE: During 1993, the Company adopted the
provisions of SFAS No. 113, "Accounting and Reporting for Reinsurance of Short
Duration and Long Duration Contracts" ("SFAS No. 113"). Because of the type of
insurance contracts the Company's Insurance Subsidiary provides, the adoption of
this statement had no impact on earnings; however, it requires the
disaggregation of various balance sheet accounts. For financial reporting
purposes, the 1992 balance sheet and the 1991 and 1992 statements of cash flows
have been restated as if this statement were adopted as of the beginning of the
earliest period presented.

RECLASSIFICATION: Certain 1991 and 1992 amounts have been reclassified to
conform to the 1993 presentation.

NOTE C -- TRAILER LEASING OPERATIONS
Great Dane, through a wholly-owned leasing subsidiary, leases trailers under
operating and sales-type leases ("finance lease receivables"). The following is
a summary of the components of the subsidiary's net investment in finance lease
receivables (dollars in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1992 1993
--------- ---------
<S> <C> <C>
Minimum lease payments receivable............................................. $ 6,563 $ 1,678
Less: Unearned income......................................................... (669) (180)
Allowance for doubtful accounts........................................... (679) (159)
--------- ---------
5,215 1,339
Less amounts reflected as current............................................. (2,352) (764)
--------- ---------
Noncurrent portion............................................................ $ 2,863 $ 575
--------- ---------
--------- ---------
</TABLE>

Minimum lease payments are receivable as follows: $1.0 million in 1994, $0.3
million in 1995 and $0.4 million in 1996.

Trailers subject to operating leases are included in transportation
equipment in the accompanying consolidated balance sheets. The cost and
accumulated depreciation of such trailers were $1.5 million and $0.6 million,
respectively, at December 31, 1992, and $0.5 million and $0.2 million,
respectively, at December 31, 1993.

F-8
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE D -- INVENTORIES
Inventories are summarized below (dollars in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1992 1993
--------- ---------
<S> <C> <C>
Raw materials................................................................. $ 44,005 $ 53,105
Work-in-process............................................................... 8,803 10,956
Finished goods................................................................ 19,053 30,051
--------- ---------
$ 71,861 $ 94,112
--------- ---------
--------- ---------
</TABLE>

Inventories would not differ materially if the first-in, first-out costing
method were used for inventories costed by the LIFO method.

NOTE E -- PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are summarized below (dollars in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1992 1993
----------- -----------
<S> <C> <C>
Land and buildings......................................................... $ 46,131 $ 54,167
Transportation equipment................................................... 37,392 32,830
Machinery, equipment, furniture and fixtures............................... 106,261 125,067
----------- -----------
189,784 212,064
Less accumulated depreciation and amortization............................. (70,292) (89,709)
----------- -----------
$ 119,492 $ 122,355
----------- -----------
----------- -----------
</TABLE>

NOTE F -- INVESTMENTS
Insurance Subsidiary investments, which are generally reserved for Insurance
Subsidiary operations, are as follows (dollars in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1992 1993
--------- ---------
<S> <C> <C>
Fixed maturities (bonds and notes) -- at cost, adjusted for amortization of
premium or discount and other than temporary declines in market value........ $ 75,950 $ 77,229
Equity securities (common and non-redeemable preferred stocks) -- at current
market value (cost $8,634 in 1992 and $13,536 in 1993 )...................... 8,666 13,609
--------- ---------
$ 84,616 $ 90,838
--------- ---------
--------- ---------
</TABLE>

F-9
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE F -- INVESTMENTS (CONTINUED)
The amortized cost, gross unrealized gains and losses and estimated market
values of fixed-maturity investments held by the Insurance Subsidiary as of
December 31, 1993, are as follows (dollars in thousands):

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
------- ------ ---- -------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of U.S.
Government corporations and agencies..................... $7,276 $ 283 $-- $7,559
Obligations of states and political subdivisions.......... 21,984 561 -- 22,545
Mortgage-backed securities................................ 2,873 156 -- 3,029
Corporate and other debt securities....................... 45,096 3,119 103 48,112
------- ------ ---- -------
$77,229 $4,119 $103 $81,245
------- ------ ---- -------
------- ------ ---- -------
</TABLE>

The amortized cost and estimated market value of fixed-maturity investments
at December 31, 1993, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties.

<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED MARKET
COST VALUE
-------- --------
<S> <C> <C>
Due in one year or less.................................................... $11,998 $12,209
Due after one year through five years...................................... 24,918 25,880
Due after five years through ten years..................................... 21,989 23,313
Due after ten years........................................................ 15,451 16,814
-------- --------
74,356 78,216
Mortgage-backed securities................................................. 2,873 3,029
-------- --------
$77,229 $81,245
-------- --------
-------- --------
</TABLE>

Proceeds from sales of fixed-maturity investments were $21.7 million for
1992 and $57.2 million for 1993. Gross gains of $0.6 million and no gross losses
were realized during 1992 and gross gains of $1.2 million and gross losses of
$0.2 million were realized during 1993.

Bonds with an amortized cost of $2.2 million at December 31, 1993, were on
deposit to meet certain regulatory requirements.

F-10
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE F -- INVESTMENTS (CONTINUED)

Realized gains (losses) for 1991, 1992 and 1993, including other than
temporary declines in market value and unrealized appreciation (depreciation) on
fixed maturities and equity security investments of the Insurance Subsidiary,
are summarized as follows (dollars in thousands):

<TABLE>
<CAPTION>
FIXED EQUITY
MATURITIES SECURITIES TOTAL
----------- ----------- ---------
<S> <C> <C> <C>
1991
Realized losses.................................................. $ (897) $ (730) $ (1,627)
Unrealized appreciation.......................................... -- 1,847 1,847
----------- ----------- ---------
$ (897) $ 1,117 $ 220
----------- ----------- ---------
----------- ----------- ---------
1992
Realized gains................................................... $ 34 $ 656 $ 690
Unrealized depreciation.......................................... -- (367 ) (367)
----------- ----------- ---------
$ 34 $ 289 $ 323
----------- ----------- ---------
----------- ----------- ---------
1993
Realized gains................................................... $ 983 $ 95 $ 1,078
Unrealized appreciation.......................................... -- 41 41
----------- ----------- ---------
$ 983 $ 136 $ 1,119
----------- ----------- ---------
----------- ----------- ---------
</TABLE>

NOTE G -- BORROWINGS
Long-term debt is summarized below (dollars in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1992 1993
----------- -----------
<S> <C> <C>
12 3/4% Senior Subordinated Debentures less debt discount of $12,330 in
1992 and $11,124 in 1993.................................................. $ 119,710 $ 120,916
14 1/2% Subordinated Discount Debentures less debt discount of $6,697 in
1992 and $6,531 in 1993................................................... 54,650 54,816
Notes payable to shareholders.............................................. 30,000 30,000
Great Dane term loan payable............................................... 26,167 21,511
Great Dane Revolving credit line........................................... 17,620 17,132
Partnership term loan payable.............................................. 28,500 22,500
Equipment term loan........................................................ 7,300 5,500
Economic Development term loan............................................. 11,389 10,909
Installment notes.......................................................... 5,079 979
Other debt................................................................. 4,953 7,010
----------- -----------
305,368 291,273
Less current portion....................................................... (15,752) (14,321)
----------- -----------
$ 289,616 $ 276,952
----------- -----------
----------- -----------
</TABLE>

Interest on the $132 million face value of 12 3/4% Senior Subordinated
Debentures is payable semiannually at the stated rate. The recorded debt
discount is being amortized as interest expense over the expected life of the
debentures using an imputed interest rate of approximately 15% compounded
semiannually. Under the terms of the debentures, the Company's payment of
dividends is limited to, among other things, 50% of consolidated net income
subsequent to June 30, 1986, plus $12 million. At

F-11
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE G -- BORROWINGS (CONTINUED)
December 31, 1993, the Company was restricted from paying a dividend. The
debentures are redeemable at the option of the Company in whole or in part at a
decreasing premium. The debentures are subject to redemptions through a sinking
fund whereby the Company is required to make five annual sinking fund payments
of $18 million commencing August 1, 1996, with the final payment due August 1,
2001.

Interest on the $61 million face value of 14 1/2% Subordinated Discount
Debentures is payable semiannually at the stated rate. The recorded debt
discount is being amortized as interest expense over the expected life of the
debentures using an imputed interest rate of approximately 16.7% compounded
semiannually. The 14 1/2% debentures are subject to redemption through a sinking
fund whereby the Company is required to redeem, at their face value, on January
1 in each of the years 1997 through 2005, 7 1/2% of the principal amount of the
debentures outstanding on January 1, 1997. The balance of debentures are due
January 1, 2006. The debentures are callable any time at their face value and
are subordinated to all present or future indebtedness of the Company not
expressly subordinated to, or on a parity with, the debentures.

The notes payable to shareholders are due September 30, 1997, or upon the
earlier payment in full of obligations under both the 1992 Partnership Loan and
Guaranty Agreement and the 1990 Great Dane loan and security agreement and bear
interest payable quarterly in arrears at an annual rate equal to the prime rate
of a New York bank (5.5% at December 31, 1993) plus 3 1/2%.

In March 1990, Great Dane entered into a five year loan and security
agreement ("Agreement") with certain banks. The Agreement made available to
Great Dane a $33 million five-year term loan and a $47 million revolving credit
line. In 1993, the maximum revolving credit line was increased to $65 million.
The amount available under the revolving credit line is based upon the amount of
Great Dane's eligible trade accounts receivable and inventory as defined in the
Agreement. The additional amount available under the revolving credit line under
the borrowing base terms of the Agreement totaled $32.3 million at December 31,
1993. The term loan is payable in equal monthly installments of $0.34 million
plus interest at the bank's prime interest rate (6% at December 31, 1993) plus
1 1/2%, with the balance due in March 1995. The revolving credit line is due in
1995 and requires interest payments at the bank's prime rate (6% at December 31,
1993) plus 1 1/2%.

All borrowings under the Agreement are fully secured by substantially all of
the Great Dane assets not pledged elsewhere. The Agreement requires Great Dane
to, among other things, comply with certain financial covenants, and limits
additional loans to the Company, limits additions to and sales of Great Dane's
fixed assets and limits additional Great Dane borrowings. Under the most
restrictive covenant, no additional transfers of funds to the Company are
available until after December 31, 1993.

During 1992, the Partnership entered into a Loan and Guaranty Agreement with
a bank pursuant to which the bank provided a $30 million term loan to the
Partnership. The term loan requires twenty quarterly principal payments of $1.5
million, plus interest at the bank's prime rate (6% at December 31, 1993) plus
1 1/4%, which payments commenced December 31, 1992. The term loan is secured by
substantially all of the Partnership's assets, excluding the stock of the
Insurance Subsidiary. The term loan agreement, which is guaranteed by Checker,
requires Checker to, among other things, comply with certain financial covenants
and limits additional loans to Checker.

The equipment term loan requires quarterly payments of $0.5 million plus
interest at the bank's prime rate (6% at December 31, 1993) plus 1 1/4%. The
obligation is secured by certain machinery and equipment with a net carrying
amount of $6.5 million at December 31, 1993.

F-12
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE G -- BORROWINGS (CONTINUED)
In connection with the Partnership term loan and the equipment term loan,
Checker is required to comply with certain financial covenants.

The economic development term loan, which is guaranteed by Checker, is
payable by SCSM to the West Virginia Economic Development Authority, and
requires monthly payments of $0.1 million, including interest at 5% with the
unpaid balance due 2008. The interest rate will be adjusted in April 1998 and
2003, so as to remain equal to 75% of the base rate, as defined, plus 1/2%. The
loan is secured by certain machinery and equipment with a net carrying amount of
$25.1 million at December 31, 1993.

The installment notes are secured by the Company's finance lease receivables
and by the Company's rights under certain operating leases. The notes bear
interest at various fixed rates averaging approximately 10.9% and are payable in
varying monthly installments through 1995.

Maturities of long-term debt for the four years subsequent to 1994 are as
follows: $44.4 million in 1995, $9.1 million in 1996, $54.1 million in 1997 and
$19.6 million in 1998.

Interest paid totaled $43.3 million in 1991, $42.4 million in 1992 and $39.8
million in 1993.

SCSM has a line of credit with a bank totaling $7.5 million at December 31,
1993. Borrowing under the line ($5.0 million at December 31, 1993) bears
interest at the bank's prime rate (6% at December 31, 1993) plus 1%.

The Partnership has a $5.0 million line of credit with a bank. Borrowings
under the line ($0 at December 31, 1993) bear interest at the bank's prime rate
(6% at December 31, 1993) plus 1%.

In February 1994, the Company filed a Registration Statement on Form S-1
with the Securities and Exchange Commission in connection with an overall
refinancing of the Company's outstanding indebtedness. The proposed refinancing,
as described in the registration statement, involves the Company entering into a
credit facility consisting of a $60 million term loan and a revolving credit
facility which would provide up to $115 million, subject to the Company's
ability to meet certain financial tests (the term loan and the revolving credit
facility being known as the "New Credit Facility"). Additionally, the Company is
proposing to offer $265 million (adjusted from $225 million) of new Senior
Secured Notes (the "Senior Notes"). If the refinancing is successfully
completed, the proceeds from the new Credit Facility would be utilized to redeem
substantially all of the currently outstanding indebtedness of the Company's
subsidiaries and the proceeds from the offering of the Senior Notes would be
used to redeem parent company indebtedness and to redeem the Minority Interest
held by ELIC, in each case together with any accrued interest and transaction
fees and expenses. A successful completion of the refinancing, the terms of
which are still subject to change, is expected to help the Company achieve
increased liquidity from reduced principal debt amortization requirements, the
removal of certain restrictions on the use of cash from the Company's
subsidiaries and more flexible and efficient cash management at the holding
company level.

NOTE H -- COMMITMENTS AND CONTINGENCIES
On February 8, 1989, the Boeing Company ("Boeing") filed a lawsuit naming
the Company, together with three prior subsidiaries of the Company, as
defendants in Case No. CV89-119MA, United States District Court for the District
of Oregon. In that lawsuit, Boeing sought damages and declaratory relief for
past and future costs resulting from alleged groundwater contamination at a
location in Gresham, Oregon, where the three prior subsidiaries of the Company
formerly conducted business operations. On December 22, 1993, the Company
entered into a settlement with Boeing, settling all claims asserted by Boeing in
the lawsuit. Pursuant to the settlement terms, the Company will pay Boeing $12.5
million over the course of five years, $5 million of which has been committed by
certain insurance companies in the

F-13
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE H -- COMMITMENTS AND CONTINGENCIES (CONTINUED)
form of cash or irrevocable letters of credit. Accordingly, no further
adjustment is necessary to the $7.5 million special charge which was recorded in
the quarter ended June 30, 1993, to provide for the cost associated with this
legal proceeding. In accordance with the settlement agreement, Boeing will move
to dismiss its claims against the Company and the three former subsidiaries and
will release and indemnify the Company with respect to certain claims.

On March 4, 1992, Checker received notice that the Insurance Commissioner of
the State of California, as Conservator and Rehabilitator of ELIC, a limited
partner of the Partnership, had filed an Amendment to the Application for Order
of Conservation filed in Superior Court of the State of California for the
County of Los Angeles. The amendment seeks to add to the Order, dated April 11,
1991, Checker, the Partnership and Checker Holding Corp. III, a limited partner
of the Partnership. The amendment alleges that the action by Checker invoking
provisions of the Partnership Agreement that alter ELIC's rights in the
Partnership upon the occurrence of certain events is improper and constitutes an
impermissible forfeiture of ELIC's interest in the Partnership and a breach of
fiduciary duty to ELIC. The amend-ment seeks (a) a declaration of the rights of
the parties in the Partnership and (b) damages in an unspecified amount. The
Partnership believes that it has meritorious defenses to the claims of ELIC. The
Partnership has been in litigation on these issues for almost three years with
each party seeking, among other things, a declaration of its rights under the
Partnership Agreement. The Company has offered to redeem ELIC's minority
interest in the Partnership and SCSM for $32 million. If ELIC's rights under the
Partnership Agreement had not been altered, net income for 1991, 1992 and 1993
would have been reported at $3.3 million, $0.7 million and $0.6 million less,
respectively, than the amounts reported (see Note J).

In 1988, Great Dane entered into an operating agreement with the purchaser
of a previously wholly-owned finance company ("Finance"). Under the terms of the
agreement, the purchaser is given the opportunity to finance certain sales of
Great Dane. The 1988 operating agreement requires that Great Dane, among other
things, (i) not finance the sale of its products for the first eight years and
(ii) maintain a minimum net worth as defined in the agreement. In addition,
under this operating agreement, Great Dane is liable to the purchaser for 50% of
losses incurred in connection with the realization of certain new receivables
financed by the purchaser subsequent to the sale of Finance subject to certain
maximums. Failure to comply with these requirements of the agreement would
result in Great Dane having to repay the purchaser varying amounts reducing to
$5 million during the year ending September 8, 1996. At December 31, 1993, Great
Dane was in compliance with the provisions of the operating agreement.

In addition, the Company's installment notes are payable to Finance. At
December 31, 1993, the Company was directly liable for the installment notes and
has guaranteed the realization of receivables of approximately $4.8 million in
connection with the sale of Finance and is partially responsible for the
realization of new receivables of approximately $121.3 million financed by the
purchaser under the operating agreement subject to certain maximums. In addition
to Great Dane's guarantee, these receivables are also collateralized by a
security interest in the respective trailers originally sold by Great Dane. A
loss reserve of $3.1 million, for potential losses that may be incurred on the
ultimate realization of these receivables, is included in other accrued
liabilities in the December 31, 1993, consolidated balance sheet.

To secure certain obligations, the Company and its subsidiaries had
outstanding letters of credit aggregating approximately $9.3 million at December
31, 1992, and $3.4 million at December 31, 1993, which letters of credit were
fully secured by cash deposits included in other assets in the consolidated
balance sheets. In addition, Great Dane has standby letters of credit
aggregating approximately $7.5 million outstanding at December 31, 1993.

F-14
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE H -- COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company and its subsidiaries lease real estate and equipment. Certain
leases are renewable and provide for monthly rentals, real estate taxes and
other operating expenses. The Company believes that, in the normal course of
business, leases that expire will be renewed or replaced by other leases. Rental
expense under operating leases was approximately $3.6 million in 1991, $3.8
million in 1992 and $4.8 million in 1993. Minimum rental obligations for all
noncancelable operating leases at December 31, 1993 are as follows: $2.9 million
in 1994, $2.7 million in 1995, $2.6 million in 1996, $2.5 million in 1997, $2.4
million in 1998 and $16.5 million thereafter.

Management believes that none of the above legal actions, guarantees or
commitments will have a material adverse effect on the Company's consolidated
financial position.

NOTE I -- RETIREMENT PLANS
The Company and its subsidiaries have defined benefit pension plans
applicable to substantially all employees. The contributions to these plans are
based on computations by independent actuarial consultants. The Company's
general funding policy is to contribute amounts required to maintain funding
standards in accordance with the Employee Retirement Income Security Act.
Employees' benefits are based on years of service and the employees' final
average earnings, as defined by the plans.

Net periodic pension cost includes the following components (dollars in
thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1991 1992 1993
--------- --------- ---------
<S> <C> <C> <C>
Service cost -- benefits earned (normal cost)......................... $ 1,527 $ 1,473 $ 1,752
Interest on projected benefit obligation.............................. 3,404 3,565 3,972
Return on investments................................................. (2,761) (2,718) (2,867)
Net amortization and deferral......................................... 322 129 328
Curtailment loss...................................................... 456 -- --
--------- --------- ---------
Net periodic pension cost charged to expense.......................... $ 2,948 $ 2,449 $ 3,185
--------- --------- ---------
--------- --------- ---------
</TABLE>

During 1991, as a result of the effect of the continued economic recession
on the automotive industry, the number of active pension plan participants in
one of the subsidiaries' defined benefit plans was substantially reduced during
1991, resulting in a $0.5 million curtailment loss.

Gains and losses and prior service cost are amortized over periods ranging
from seven to fifteen years. Other assumptions used in the calculation of the
actuarial present value of the projected benefit obligation were as follows:

<TABLE>
<CAPTION>
1991 AND 1992 1993
--------------- -------------
<S> <C> <C>
Discount rate........................................................ 8 1/4% 7 1/2%
Rate of increase in compensation levels.............................. 4% - 5% 4% - 4 1/4%
Long-term rate of return on assets................................... 5% - 9 1/2% 5% - 9 1/2%
</TABLE>

F-15
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE I -- RETIREMENT PLANS (CONTINUED)
The following table sets forth the plans' funded status and amounts
recognized in the Company's consolidated balance sheets (dollars in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1992 1993
---------- ----------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligations................................................ $ 37,181 $ 41,846
---------- ----------
---------- ----------
Accumulated benefit obligation............................................ $ 39,503 $ 44,731
---------- ----------
---------- ----------
Plan assets (principally guaranteed investment contracts with insurance
companies)................................................................. $ 33,191 $ 37,174
Projected benefit obligation................................................ 46,771 54,568
---------- ----------
Projected benefit obligation in excess of plan assets....................... (13,580) (17,394)
Unrecognized prior service cost............................................. 963 1,115
Unrecognized net loss....................................................... 1,046 6,177
Minimum liability........................................................... (1,722) (1,450)
Unrecognized net obligation at transition................................... 2,048 1,819
---------- ----------
Pension liability recognized in the balance sheets.......................... (11,245) (9,733)
Less Noncurrent liability................................................... 6,857 6,442
---------- ----------
Current pension liability................................................... $ (4,388) $ (3,291)
---------- ----------
---------- ----------
</TABLE>

Relative positions and undertakings in multiemployer pension plans covering
certain of the Partnership's employees are not presently determinable.

Expense related to defined contribution plans, which is based on a
stipulated contribution for hours worked or employee contributions, approximated
$0.4 million in 1991, $0.5 million in 1992 and $0.7 million in 1993.

The Company and its subsidiaries provide postretirement health care and life
insurance benefits to eligible retired employees. The Company's policy is to
fund the cost of medical benefits as paid. Prior to 1993, the Company recognized
expense in the year the benefits were provided. The amount charged to expense
for these benefits was approximately $2.0 million in 1991 and $2.5 million in
1992. Effective January 1, 1993, the Company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." This statement
requires the accrual of the cost of providing postretirement benefits, including
medical and life insurance coverage, during the active service period of the
employee. The Company recorded a charge of $29.7 million (net of taxes of $16.5
million), or $3.29 per share, during 1993 to reflect the cumulative effect of
this change in accounting principle.

F-16
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE I -- RETIREMENT PLANS (CONTINUED)
The following table sets forth the plan's funded status reconciled with
amounts recognized in the Company's consolidated balance sheet at December 31,
1993 (in thousands):

<TABLE>
<S> <C>
Accumulated postretirement obligation:
Retirees............................................................... $ (34,040)
Fully eligible active plan participants................................ (4,319)
Other active plan participants......................................... (11,218)
---------
(49,577)
Unrecognized net loss.................................................. 1,119
Unrecognized prior service cost........................................ (3,432)
---------
Accrued postretirement benefit liability recorded in balance sheet..... (51,890)
Less Noncurrent portion................................................ 49,609
---------
Current portion of postretirement benefit liability.................... $ (2,281)
---------
---------
</TABLE>

Net periodic postretirement benefit cost for the year ended December 31,
1993, includes the following components (in thousands):

<TABLE>
<S> <C>
Service cost............................................... $ 634
Interest cost.............................................. 3,888
---------
$ 4,522
---------
---------
</TABLE>

The health care cost trend rate ranges from 13.6% down to 5.0% over the next
14 years and remains level thereafter. The health care cost trend rate
assumption has a significant effect on the amounts reported. For example,
increasing the assumed health care cost trend rates by one percentage point in
each year would increase the accumulated postretirement benefit obligation as of
December 31, 1993, by $4.0 million. The weighted-average discount rate used in
determining the accumulated postretirement benefit obligation was 7.5% at
December 31, 1993.

The effect of adopting SFAS No. 106 decreased 1993 pre-tax income by $2.0
million as compared to 1992.

NOTE J -- MINORITY EQUITY
On April 11, 1991, ELIC was placed in conservatorship. In accordance with
the provisions of the Partnership Agreement, the Partnership continues, but
ELIC's interest in the Partnership and rights under the Partnership Agreement
are limited to the right to receive the balance of its capital account as
calculated and on the terms set forth in the Partnership Agreement. For
financial reporting purposes, partnership earnings had previously been allocated
to ELIC's capital account based on book income and the minority equity amount
was calculated accordingly (the "GAAP Capital Account Amount"). The Partnership
Agreement, however, provides for allocations of the partnership earnings to
ELIC's capital account on a basis that differs from book income and calculation
of the minority equity amount thereunder is to be made accordingly (the
"Partnership Agreement Capital Account Amount"). Because the provisions of the
Partnership Agreement require that ELIC's capital account be fixed and
calculated as of April 11, 1991, minority equity for the year ended December 31,
1991, includes a $2.3 million credit representing the adjustment of ELIC's
capital account from the GAAP Capital Account Amount as of April 11, 1991, to
the Partnership Agreement Capital Account Amount as of the same date (the "Final
Capital Account"). The Final Capital Account, which totaled $40.1 million at
December 31, 1993, is being paid out in level quarterly installments of $0.9
million, including interest at 7% per annum, through the year 2013.

F-17
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE K -- INCOME TAXES
Effective January 1, 1993, the Company adopted the provisions of Statement
of Financial Accounting Standard No. 109, "Accounting for Income Taxes." As
permitted under the new rules, prior years financial statements have not been
restated. The Company recorded a charge of $16.9 million, or $1.87 per share,
during 1993 to reflect the cumulative effect of this change in accounting
principle. Application of FAS 109 decreased 1993 pre-tax income by approximately
$1.5 million primarily because of FAS 109's requirement to record assets
acquired in prior business combinations at pre-tax amounts. Deferred income
taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes.

Significant components of the Company's deferred tax liabilities and assets
as of December 31, 1993 are as follows (dollars in thousands):

<TABLE>
<S> <C>
Deferred tax liabilities:
Property, plant and equipment........................................... $ 31,646
Finance lease receivables............................................... 517
Debenture discount...................................................... 4,647
Intangible assets....................................................... 5,249
Inventory............................................................... 3,624
Other................................................................... 645
---------
46,328
Deferred tax assets:
Other postretirement benefits........................................... 18,961
Pension................................................................. 3,377
Reserves................................................................ 10,986
Bad debt reserve........................................................ 1,601
Other................................................................... 5,555
---------
40,480
Valuation allowance....................................................... (1,000)
---------
39,480
---------
Net Deferred Tax Liabilities.............................................. $ 6,848
---------
---------
</TABLE>

The components of income tax benefit (expense) before extraordinary items
are as follows (dollars in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
LIABILITY
DEFERRED METHOD METHOD
-------------------- ----------
1991 1992 1993
--------- --------- ----------
<S> <C> <C> <C>
Current taxes:
Federal............................................................ $ 9,261 $ (3,296) $ (10,244)
State.............................................................. (732) (1,702) (4,025)
--------- --------- ----------
8,529 (4,998) (14,269)
Deferred taxes..................................................... (3,288) 4,311 8,512
--------- --------- ----------
Income tax benefit (expense)....................................... $ 5,241 $ (687) $ (5,757)
--------- --------- ----------
--------- --------- ----------
</TABLE>

F-18
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE K -- INCOME TAXES (CONTINUED)
The components of the deferred tax benefit (expense) are as follows (dollars
in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
--------------------
1991 1992
--------- ---------
<S> <C> <C>
Tax depreciation less than (in excess of) book depreciation..................... $ (2,215) $ 1,742
Finance leases.................................................................. (17) (37)
Deferred compensation........................................................... (4) (1)
Inventory reserves.............................................................. 15 505
Financing costs................................................................. (22) (75)
Warranty reserves............................................................... 17 22
Other reserves.................................................................. (660) 602
Partnership allocation.......................................................... 1,485 1,469
Alternative minimum tax......................................................... (2,223) --
Other........................................................................... 336 84
--------- ---------
Deferred tax benefit (expense).................................................. $ (3,288) $ 4,311
--------- ---------
--------- ---------
</TABLE>

Income tax benefit (expense) differs from the amount computed by applying
the statutory federal income tax rate to income (loss) before income taxes and
extraordinary items. The reasons for these differences are as follows (dollars
in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
LIABILITY
DEFERRED METHOD METHOD
-------------------- ---------
1991 1992 1993
--------- --------- ---------
<S> <C> <C> <C>
Computed expected tax benefit (expense)............................... $ 10,964 $ 2,335 $ (3,192)
(Increase) decrease in taxes resulting from:
State income taxes, net of federal income tax benefit............... (483) (1,123) (2,616)
Appraisal depreciation.............................................. (1,033) (1,024) --
Amortization of goodwill and other items............................ (530) (530) (643)
Nontaxable Partnership income....................................... 1,400 574 446
Increase in tax accruals............................................ (4,527) (319) --
Other............................................................... (550) (600) 248
--------- --------- ---------
Actual tax benefit (expense).......................................... $ 5,241 $ (687) $ (5,757)
--------- --------- ---------
--------- --------- ---------
</TABLE>

Income taxes paid totaled $8.6 million in 1991, $3.9 million in 1992 and
$13.4 million in 1993.

NOTE L -- EXTRAORDINARY ITEMS
During 1991, the Company repurchased $66.2 million face value ($58.7 million
net carrying value) of the 14 1/2% Subordinated Discount Debentures at an
average cost of 36% of face value. Additionally, the Company repurchased $7.6
million face value ($6.8 million net carrying value) of the 12 3/4% Senior
Subordinated Debentures at an average cost of 40% of face value. The resulting
gain of $23.2 million on these repurchases, net of taxes of $14.8 million, has
been classified as an extraordinary item. Upon the completion of the
Corporation's 1990 federal income tax return, management elected to treat
certain extraordinary gains under an alternative election available under the
Internal Revenue Code, which resulted in these gains, on which deferred income
taxes had been provided in prior periods, not being subject to tax. This change
in estimate had the effect of increasing the extraordinary gain and net income
by $8 million in the year ended December 31, 1991 resulting in a total gain of
$31.2 million.

F-19
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE M -- RELATED PARTY TRANSACTIONS

An officer of Checker is the owner of a taxicab association established in
1988 in the City of Chicago to which both Company affiliated and independent
taxi drivers may belong for a fee, and through which the members may obtain
automobile liability insurance from the Insurance Subsidiary and other
maintenance and rental services. The association purchases services from various
Checker operations and reimburses the operations for certain management, general
and administrative costs. Amounts received from the association totaled $2.6
million in 1991, $3.3 million in 1992 and $4.4 million in 1993. At December 31,
1993, Checker has guaranteed certain of the association's obligations totaling
$0.7 million.

The Company leases an airplane owned by a corporation of which a director is
the sole shareholder. Lease expenses totaled $0.7 million each year in 1991,
1992 and 1993.

Each of the Company's directors provides consulting services. Annual
expenses incurred relating to these consulting services totaled $1.4 million
each year in 1991, 1992 and 1993.

NOTE N -- INDUSTRY SEGMENT INFORMATION
The Company operates in four principal segments:

TRAILER MANUFACTURING SEGMENT -- Manufacturing and distribution of
highway truck trailers.

AUTOMOTIVE PRODUCTS SEGMENT -- Manufacturing metal stampings and
assemblies and coordination of related tooling production for motor vehicle
manufacturers.

VEHICULAR OPERATIONS SEGMENT -- Leasing taxicabs.

INSURANCE OPERATIONS SEGMENT -- Providing property and casualty
insurance coverage to the Partnership and to outside parties.

Trailer Manufacturing segment sales to J. B. Hunt totaled approximately $1.2
million in 1991, $50.0 million in 1992 and $92.3 million in 1993.

Automotive product net sales to General Motors Corporation totaled
approximately $80.3 million in 1991, $109.1 million in 1992 and $121.5 million
in 1993 (includes accounts receivable and unbilled tooling charges of $5.7
million, $8.9 million and $8.9 million at December 31, 1991, 1992 and 1993,
respectively).

F-20
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE N -- INDUSTRY SEGMENT INFORMATION (CONTINUED)
Industry segment data is summarized as follows (dollars in thousands):

<TABLE>
<CAPTION>
TRAILER AUTOMOTIVE VEHICULAR INSURANCE
MANUFACTURING PRODUCTS OPERATIONS OPERATIONS ELIMINATIONS CONSOLIDATED
--------- ------- ------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
1991
Revenues:
Outside customers............. $400,196 $84,401 $43,527 $27,142 $ -- $555,266
Intersegment sales............ -- 5 3,635 12,735 (16,375) --
--------- ------- ------- ------- -------- ---------
$400,196 $84,406 $47,162 $39,877 $(16,375) $555,266
--------- ------- ------- ------- -------- ---------
--------- ------- ------- ------- -------- ---------
Operating profit (loss)......... $ 7,059 $(4,237) $7,139 $(2,872) $ 7,089
Corporate expenses.............. (4,398)
Interest income:
Segment....................... 2,255 6,917 9,172
Corporate..................... 2,462
Interest expense:
Segment....................... (8,061) (8,061)
Corporate..................... (39,364)
Other expenses, net............. (1,078)
Minority equity................. 1,931
---------
Loss before income taxes and
extraordinary items............ $(32,247)
---------
---------
Identifiable assets............. $227,551 $67,258 $28,357 $112,016 $435,182
Partnership assets.............. 31,531
Corporate assets................ 14,592
---------
Total assets at December 31,
1991........................... $481,305
---------
---------
Depreciation and amortization:
Segment....................... $ 5,910 $4,237 $10,369 $ 367 $ 20,883
Other......................... 48
Capital expenditures............ 3,208 1,190 10,181 1,878 16,457
</TABLE>

F-21
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE N -- INDUSTRY SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
TRAILER AUTOMOTIVE VEHICULAR INSURANCE
MANUFACTURING PRODUCTS OPERATIONS OPERATIONS ELIMINATIONS CONSOLIDATED
--------- ------- ------- ------- -------- ---------
1992
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Outside customers............. $536,336 $112,631 $40,580 $27,186 $ -- $716,733
Intersegment sales............ -- 1 4,043 13,161 (17,205) --
--------- ------- ------- ------- -------- ---------
$536,336 $112,632 $44,623 $40,347 $(17,205) $716,733
--------- ------- ------- ------- -------- ---------
--------- ------- ------- ------- -------- ---------
Operating profit (loss)......... $ 17,590 $11,622 $5,727 $(1,557) $ 33,382
Corporate expenses.............. (4,396)
Interest income:
Segment....................... 1,168 6,321 7,489
Corporate..................... 1,406
Interest expense:
Segment....................... (5,852) (5,852)
Corporate..................... (36,874)
Other expenses, net............. (2,023)
---------
Loss before income taxes and
extraordinary items............ $ (6,868)
---------
Identifiable assets............. $230,465 $66,561 $25,516 $117,960 $440,502
Partnership assets.............. 38,712
Corporate assets................ 14,549
---------
Total assets at December 31,
1992........................... $493,763
---------
---------
Depreciation and amortization:
Segment....................... $ 6,303 $4,148 $10,099 $ 462 $ 21,012
Other......................... 42
Capital expenditures............ 4,996 1,889 10,412 252 17,549
</TABLE>

F-22
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE N -- INDUSTRY SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
TRAILER AUTOMOTIVE VEHICULAR INSURANCE
MANUFACTURING PRODUCTS OPERATIONS OPERATIONS ELIMINATIONS CONSOLIDATED
--------- ------- ------- ------- -------- ---------
1993
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Outside customers............. $711,862 $127,925 $42,103 $27,436 $ -- $909,326
Intersegment sales............ -- -- 4,346 13,400 (17,746) --
--------- ------- ------- ------- -------- ---------
$711,862 $127,925 $46,449 $40,836 $(17,746) $909,326
--------- ------- ------- ------- -------- ---------
--------- ------- ------- ------- -------- ---------
Operating profit (loss)......... $ 32,381 $15,306 $6,251 $(1,947) $ -- $ 51,991
Corporate expense............... (4,646)
Interest income:
Segment....................... 428 5,877 6,305
Corporate..................... 1,091
Interest expense:
Segment....................... (4,811) (4,811)
Corporate..................... (36,803)
Special charge.................. (7,500)
Other income, net............... 3,494
---------
Income before income taxes and
extraordinary items............ $ 9,121
---------
---------
Identifiable assets............. $259,837 $67,937 $20,493 $116,692 $464,959
Partnership assets.............. 37,701
Corporate assets................ 14,676
---------
Total assets at December 31,
1993........................... $517,336
---------
---------
Depreciation and amortization... $ 8,280 $4,991 $9,530 $ 494 $ 23,295
Capital expenditures............ 7,265 4,728 7,913 100 20,006
</TABLE>

Intersegment sales are accounted for at prices comparable to normal unaffiliated
customer sales. Corporate and Partnership assets consist of short-term
investments, savings deposits and certain other assets. Insurance Operations
identifiable assets for 1991 and 1992 have been restated to reflect the adoption
of SFAS No. 113.

NOTE O -- FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in estimating
the fair value of financial instruments:

CASH AND CASH EQUIVALENTS: The carrying amount reported in the balance
sheet for cash and cash equivalents approximates its fair value.

FINANCE LEASE RECEIVABLES: The fair values of the Company's finance lease
receivables are estimated using discounted cash flow analyses based on current
market rates for similar types of financing.

INDEBTEDNESS: The carrying amounts of the Company's notes payable to
shareholders, Great Dane term loan payable, Great Dane revolving credit line,
Partnership term loan payable, equipment term

F-23
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1993

NOTE O -- FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
loan, economic development term loan and line of credit approximate their fair
value. The fair values of the Company's 12 3/4% Senior Subordinated Debentures
and 14 1/2% Subordinated Discount Debentures are based on quoted market prices.
The fair values of the Company's other indebtedness is estimated using
discounted cash flow analyses based on current market rates.

The carrying amounts and fair values of the Company's finance lease
receivables and indebtedness at December 31, 1993, are as follows (dollars in
thousands):

<TABLE>
<CAPTION>
CARRYING AMOUNT FAIR VALUE
----------------- -----------
<S> <C> <C>
Finance lease receivables............................................ $ 1,339 $ 1,339
Long-term debt and notes payable..................................... $ 296,273 $ 300,940
</TABLE>

NOTE P -- SELECTED QUARTERLY DATA (UNAUDITED)

<TABLE>
<CAPTION>
1992 QUARTER ENDED 1993 QUARTER ENDED
---------------------------------------------- ---------------------------------------------
SEPTEMBER DECEMBER SEPTEMBER DECEMBER
MARCH 31 JUNE 30 30 31 MARCH 31 JUNE 30 30 31
--------- -------- --------- --------- --------- -------- --------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues........... $166,079 $185,070 $177,453 $188,131 $204,933 $225,407 $230,655 $248,331
Gross profit....... 24,437 27,551 26,115 27,760 29,302 33,808 31,126 36,285
Income (loss)
before accounting
changes........... (2,885) 105 (4,307) (468) (744) 1,350 (536) 3,294
Accounting
changes........... -- -- -- -- (46,626) -- -- --
Net income
(loss)............ (2,885) 105 (4,307) (468) (47,370) 1,350 (536) 3,294
Income (loss) per
share:
Income (loss)
before
accounting
changes......... $ (0.32) $ 0.01 $ (0.48) $ (0.05) $ (0.08) $ 0.15 $ (0.06) $ 0.36
Accounting
changes......... -- -- -- -- (5.16) -- -- --
Net income
(loss).......... (0.32) 0.01 (0.48) (0.05) (5.24) 0.15 (0.06) 0.36
</TABLE>

F-24
<PAGE>

INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
MARCH 31,
DECEMBER 31, 1994
1993 (UNAUDITED)
-------------- ------------
<S> <C> <C>
Cash and cash equivalents.......................................................... $ 40,078 $ 32,608
Accounts receivable, less allowance for doubtful accounts of
$748 (1993) and $883 (1994)...................................................... 75,701 100,819
Inventories....................................................................... 94,112 86,060
Other current assets.............................................................. 11,823 13,344
-------------- ------------
TOTAL CURRENT ASSETS............................................................ 221,714 232,831
Property, plant and equipment, net................................................ 122,355 123,111
Insurance Subsidiary's investments................................................ 90,838 89,134
Insurance Subsidiary's reinsurance receivable..................................... 11,378 11,405
Cost in excess of net assets acquired, net of accumulated amortization of $6,252
(1993) $6,565 (1994)............................................................. 43,743 43,430
Trademark, net of accumulated amortization of
$1,750 (1993) $1,838 (1994)...................................................... 11,696 11,608
Other assets...................................................................... 15,612 15,639
-------------- ------------
TOTAL ASSETS...................................................................... $ 517,336 $ 527,158
-------------- ------------
-------------- ------------
</TABLE>

LIABILITIES AND SHAREHOLDERS' DEFICIT

<TABLE>
<S> <C> <C>
Accounts payable................................................... $ 77,876 $ 77,932
Notes payable...................................................... 5,000 5,000
Income taxes payable............................................... 7,726 12,466
Accrued compensation............................................... 15,838 16,435
Accrued interest................................................... 11,746 6,018
Other accrued liabilities.......................................... 38,071 37,647
Current portion of long-term debt.................................. 14,321 46,994
----------- -----------
TOTAL CURRENT LIABILITIES...................................... 170,578 202,492
Long-term debt, excluding current portion:
Shareholders................................................... 30,000 30,000
Other.......................................................... 246,952 210,119
----------- -----------
276,952 240,119
Insurance Subsidiary's unpaid losses and loss adjustment
expenses.......................................................... 71,179 72,077
Unearned insurance premiums........................................ 9,547 16,239
Deferred income taxes.............................................. 9,803 9,950
Postretirement benefits other than pensions........................ 49,609 50,012
Other noncurrent liabilities....................................... 39,053 39,909
Minority interest.................................................. 40,132 39,898
----------- -----------
TOTAL LIABILITIES.............................................. 666,853 670,696
Shareholders' deficit:
Common stock, par value $0.01:
Authorized 15,000,000 shares
Outstanding 9,036,700 shares................................... 90 90
Additional paid-in capital....................................... 14,910 14,910
Retained earnings deficit........................................ (36,217) (29,831)
Unrealized appreciation (depreciation) on Insurance Subsidiary's
investments in certain debt and equity securities -- Note E..... 73 (334)
Notes receivable from shareholders............................... (625) (625)
Amount paid in excess of Checker's net assets.................... (127,748) (127,748)
----------- -----------
TOTAL SHAREHOLDERS' DEFICIT.................................... (149,517) (143,538)
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT........................ $ 517,336 $ 527,158
----------- -----------
----------- -----------
</TABLE>

See notes to consolidated financial statements.

F-25
<PAGE>

INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH
31,
--------------------------
1993 1994
------------ ------------
<S> <C> <C>
Revenues.............................................................................. $ 204,933 $ 271,680
Cost of revenues...................................................................... (175,631) (230,835)
------------ ------------
GROSS PROFIT.......................................................................... 29,302 40,845
Selling, general and administrative expense........................................... (19,986) (21,454)
Interest expense...................................................................... (10,465) (10,044)
Interest income....................................................................... 2,018 1,660
Other income, net..................................................................... 991 604
------------ ------------
Income before income taxes and accounting changes..................................... 1,860 11,611
Income tax expense.................................................................... (2,604) (5,225)
------------ ------------
INCOME (LOSS) BEFORE ACCOUNTING CHANGES............................................... (744) 6,386
Accounting changes, net of income taxes............................................... (46,626) --
------------ ------------
NET INCOME (LOSS)..................................................................... $ (47,370) $ 6,386
------------ ------------
------------ ------------
Weighted average number of shares used in per share computations...................... 9,037 9,037
------------ ------------
------------ ------------
Income (loss) per share:
Before accounting changes........................................................... $ (0.08) $ 0.71
Accounting changes.................................................................. (5.16) --
------------ ------------
NET INCOME (LOSS) PER SHARE........................................................... $ (5.24) $ 0.71
------------ ------------
------------ ------------
</TABLE>

See notes to consolidated financial statements.

F-26
<PAGE>

INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1993 1994
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...................................................................... $ (47,370) $ 6,386
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Accounting changes................................................................... 46,626 --
Depreciation and amortization........................................................ 5,571 5,631
Deferred income tax benefit.......................................................... (1,834) (581)
Amortization of cost in excess of net assets acquired................................ 312 313
Amortization of debt discount........................................................ 324 393
Net (gain) loss on sale of property, plant and equipment............................. (18) --
Investment gains..................................................................... (103) (274)
Other noncash charges................................................................ 1,446 2,626
Changes in operating assets and liabilities:
Accounts receivable................................................................ (21,933) (25,281)
Inventories........................................................................ (7,084) 8,052
Insurance Subsidiary's reinsurance receivable...................................... 5,101 (27)
Other assets....................................................................... (3,477) (1,149)
Accounts payable................................................................... 8,533 56
Income taxes....................................................................... 1,523 5,840
Unpaid losses and loss adjustment expenses......................................... (4,898) 897
Unearned insurance premiums........................................................ 2,999 6,692
Postretirement benefits other than pension......................................... -- 403
Other liabilities.................................................................. (433) (7,791)
---------- ----------
NET CASH FLOW PROVIDED BY (USED IN) OPERATING ACTIVITIES................................. (14,715) 2,186
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment............................................. (7,843) (6,903)
Proceeds from disposal of property, plant and equipment and other productive assets.... 1,466 516
Purchase of investments available for sale............................................. -- (3,901)
Purchase of investments held to maturity............................................... (6,789) (20,493)
Proceeds from sale of investments available for sale................................... -- 346
Proceeds from maturities and redemption of investments held to maturity................ 13,845 25,423
Other.................................................................................. 54 143
---------- ----------
NET CASH FLOW PROVIDED BY (USED IN) INVESTING ACTIVITIES................................. 733 (4,869)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings............................................................... 15,091 --
Repayments of borrowings............................................................... (4,755) (4,553)
Return of limited partner's capital.................................................... (217) (234)
---------- ----------
NET CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES................................. 10,119 (4,787)
---------- ----------
DECREASE IN CASH AND CASH EQUIVALENTS.................................................... (3,863) (7,470)
Beginning cash and cash equivalents...................................................... 42,199 40,078
---------- ----------
ENDING CASH AND CASH EQUIVALENTS......................................................... $ 38,336 $ 32,608
---------- ----------
---------- ----------
</TABLE>

See notes to consolidated financial statements.

F-27
<PAGE>

INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1994
(UNAUDITED)

NOTE A -- BASIS OF PRESENTATION
The accompanying consolidated financial statements of International Controls
Corp. and Subsidiaries (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information, the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In Management's
opinion, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three months ended March 31, 1994, are not necessarily indicative of the results
that may be expected for the year ending December 31, 1994. For further
information, refer to the audited consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended December 31, 1993.

NOTE B -- PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of International
Controls Corp. and its subsidiaries, including a wholly-owned trailer leasing
company, Checker Motors Co., L.P. ("Partnership") and the Partnership's
wholly-owned subsidiaries, including American Country Insurance Company
("Insurance Subsidiary").

NOTE C -- INVENTORIES
Inventories are summarized below (dollars in thousands):

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1993 1994
-------------- -----------
<S> <C> <C>
Raw materials and supplies.................................... $ 53,105 $ 53,457
Work-in-process............................................... 10,956 12,619
Finished goods................................................ 30,051 19,984
-------------- -----------
$ 94,112 $ 86,060
-------------- -----------
-------------- -----------
</TABLE>

NOTE D -- INCOME TAXES
The Company's estimated effective tax rate differs from the statutory rate
because of state income taxes as well as the impact of the reporting of certain
income and expense items in the financial statements which are not taxable or
deductible for income tax purposes. The values of assets and liabilities
acquired in a transaction accounted for as a purchase are recorded at estimated
fair values which result in an increase in the net asset value over the tax
basis for such net assets.

NOTE E -- ACCOUNTING CHANGES
Effective January 1, 1994, the Company adopted the provisions of Statement
of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." In accordance with this statement,
prior period financial statements have not been restated to reflect the change
in accounting principle. The opening balance of shareholders' deficit was
decreased by $1.4 million (net of $0.8 million in deferred income taxes) to
reflect the net unrealized holding gains on securities classified as
available-for-sale previously carried at amortized cost or lower of cost or
market.

Insurance company management evaluated the investment portfolio and, based
on the Insurance Subsidiary's ability and intent, has classified securities
between the held-to-maturity and available-for-sale categories. Held-to-maturity
securities are stated at amortized cost. Debt securities not classified as held-
to-maturity and marketable equity securities are classified as
available-for-sale. Available-for-sale securities are stated at fair value, with
the unrealized gains and losses, net of tax, reported as a separate component of
shareholders' deficit.

F-28
<PAGE>

INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31,1994
(UNAUDITED)

NOTE E -- ACCOUNTING CHANGES (CONTINUED)
Following is a summary of held-to-maturity and available-for-sale securities
as of March 31, 1994:

<TABLE>
<CAPTION>
HELD-TO-MATURITY
----------------------------------------------------
GROSS GROSS
UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
--------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of U.S. Government
corporations and agencies..................................... $ 4,297 $ 154 $ 35 $ 4,416
Obligations of states and political sub-divisions.............. 11,338 144 178 11,304
Mortgage-backed securities..................................... 3,659 28 35 3,652
Corporate and other debt securities............................ 25,178 592 381 25,389
--------- ----- ----- -----------
Total held to maturity....................................... $ 44,472 $ 918 $ 629 $ 44,761
--------- ----- ----- -----------
--------- ----- ----- -----------
</TABLE>

<TABLE>
<CAPTION>
AVAILABLE-FOR-SALE
------------------------------------------------
GROSS GROSS
UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
--------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Obligations of states and political sub-divisions.............. $ 10,287 $ 29 $ 279 $ 10,037
Corporate and other debt securities............................ 19,253 1,023 499 19,777
--------- ----------- ----------- -----------
Total debt securities........................................ 29,540 1,052 778 29,814
Equity securities.............................................. 15,773 371 1,296 14,848
--------- ----------- ----------- -----------
Total available for sale..................................... $ 45,313 $ 1,423 $ 2,074 $ 44,662
--------- ----------- ----------- -----------
--------- ----------- ----------- -----------
</TABLE>

F-29
<PAGE>

INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31,1994
(UNAUDITED)

NOTE E -- ACCOUNTING CHANGES (CONTINUED)
The amortized cost and estimated market value of debt and marketable equity
securities at March 31, 1994, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties.

<TABLE>
<CAPTION>
HELD-TO-MATURITY
----------------------
ESTIMATED
COST FAIR VALUE
--------- -----------
<S> <C> <C>
Due in one year or less............................................ $ 5,448 $ 5,508
Due after one year through five years.............................. 24,904 25,178
Due after five years through ten years............................. 8,032 8,062
Due after ten years................................................ 2,429 2,360
--------- -----------
40,813 41,108
Mortgage-backed securities......................................... 3,659 3,653
--------- -----------
$ 44,472 $ 44,761
--------- -----------
--------- -----------
</TABLE>

<TABLE>
<CAPTION>
AVAILABLE-FOR-SALE
----------------------
ESTIMATED
COST FAIR VALUE
--------- -----------
<S> <C> <C>
Due in one year or less............................................ $ 550 $ 577
Due after one year through five years.............................. 645 673
Due after five years through ten years............................. 15,381 15,432
Due after ten years................................................ 12,964 13,132
--------- -----------
29,540 29,814
Equity securities.................................................. 15,773 14,848
--------- -----------
$ 45,313 $ 44,662
--------- -----------
--------- -----------
</TABLE>

Effective January 1, 1994, the Company adopted the provisions of SFAS No.
112, "Employers' Accounting for Postemployment Benefits." The adoption of this
SFAS did not affect net income. In accordance with this Statement, prior period
financial statements have not been restated to reflect the change in accounting
method.

Effective January 1, 1993, the Company adopted the provisions of SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."
The Company recorded a charge of $29.7 million (net of taxes of $16.5 million),
or $3.29 per share, during the quarter ended March 31, 1993 to reflect the
cumulative effect of this change in accounting principle.

Effective January 1, 1993, the Company adopted the provisions of SFAS No.
109, "Accounting for Income Taxes." The Company recorded a charge of $16.9
million, or $1.87 per share, during the quarter ended March 31, 1993, to reflect
the cumulative effect of this change in accounting principle.

F-30
<PAGE>

INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31,1994
(UNAUDITED)

NOTE F -- CONTINGENCIES
On February 8, 1989, the Boeing Company ("Boeing") filed a lawsuit naming
the Company, together with three prior subsidiaries of the Company, as
defendants in Case No. CV89-119MA, United States District Court for the District
of Oregon. In that lawsuit, Boeing sought damages and declaratory relief for
past and future costs resulting from alleged groundwater contamination at a
location in Gresham, Oregon, where the three prior subsidiaries of the Company
formerly conducted business operations. On December 22, 1993, the Company
entered into a settlement with Boeing, settling all claims asserted by Boeing in
the lawsuit. Pursuant to the settlement terms, the Company will pay Boeing $12.5
million over the course of five years, $5 million of which has been committed by
certain insurance companies in the form of cash or irrevocable letters of
credit. In accordance with the settlement agreement, Boeing's claims against the
Company and the three former subsidiaries have been dismissed with prejudice and
Boeing has released and indemnified the Company with respect to certain claims.

On March 4, 1992, Checker received notice that the Insurance Commissioner of
the State of California, as Conservator and Rehabilitator of Executive Life
Insurance Company of California ("ELIC"), a limited partner of the Partnership,
had filed an Amendment to the Application for Order of Conservation filed in
Superior Court of the State of California for the County of Los Angeles (the
"Court"). The amendment seeks to add to the Order, dated April 11, 1991,
Checker, the Partnership and Checker Holding Corp. III ("Holding III"), a
limited partner of the Partnership. The amendment alleges that the action by
Checker invoking provisions of the Partnership Agreement that alter ELIC's
rights in the Partnership upon the occurrence of certain events is improper and
constitutes an impermissible forfeiture of ELIC's interest in the Partnership
and a breach of fiduciary duty to ELIC. The amendment seeks (a) a declaration of
the rights of the parties in the Partnership and (b) damages in an unspecified
amount. The Partnership believes that it has meritorious defenses to the claims
of ELIC. On April 15, 1994, the Company and the Conservator entered into a
letter agreement pursuant to which the Company agreed to purchase ELIC's
interest in the Partnership for $37 million, subject to completion of the
refinancing described under the caption, "Item 2 -- Management's Discussion and
Analysis of Financial Condition and Results of Operations." The letter agreement
has been submitted to the Court for approval.

F-31
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY EITHER
ISSUER OR THE UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF EITHER ISSUER SINCE THE DATE HEREOF OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.......................... 2
Prospectus Summary............................. 3
Risk Factors................................... 12
Proposed Refinancing........................... 17
Use of Proceeds................................ 18
Dividends...................................... 18
Capitalization................................. 19
The Company.................................... 20
Selected Consolidated Financial Data........... 21
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 23
Business....................................... 27
Management..................................... 39
Certain Relationships and Related
Transactions.................................. 45
Ownership of Common Stock...................... 46
Description of New Credit Facility............. 46
Description of Units........................... 48
Description of Warrants........................ 48
Descripton of Capital Stock.................... 50
Description of Notes........................... 51
Certain Federal Income Tax
Consequences.................................. 81
Underwriting................................... 86
Legal Matters.................................. 86
Experts........................................ 86
Index to Financial Statements.................. F-1
</TABLE>

$265,000,000

INTERNATIONAL
CONTROLS CORP.

$165,000,000 % Senior Secured Notes due 2002
100,000 Units Consisting of
$100,000,000 % Senior
Subordinated Notes due 2004
and
Warrants to Purchase Shares of Common Stock

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

PROSPECTUS

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

ALEX. BROWN & SONS
INCORPORATED

SPP HAMBRO & CO.

, 1994

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Registration Fee................................................... $ 91,380
NASD Filing Fee.................................................... 30,500
Legal Fees and Expenses*........................................... **
Blue Sky Fees and Expenses......................................... 11,500
Accounting Fees and Expenses*...................................... **
Printing*.......................................................... **
Trustees' Fees and Expenses*....................................... **
Rating Agency Fees*................................................ **
Transfer Agent Fees*............................................... **
Miscellaneous...................................................... **
---------
Total.......................................................... $ **
---------
---------
<FN>
- --------------
* Estimated
** To be completed by amendment
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is a Florida corporation. Section 607.0850 of the Business
Corporation Act ("Act") provides that a Florida corporation has the power to
indemnify its officers and directors in certain circumstances.

Subsection (1) of Section 607.0850 of the Act empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party to any proceeding (other than an action by or in the right of the
corporation), by reason of the fact that he was a director or officer of the
corporation, against liability incurred in connection with such action, suit or
proceeding provided that such director or officer acted in good faith in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer had no cause to believe his conduct was unlawful.

Subsection (2) of Section 607.0850 empowers a corporation to indemnify any
director or officer, or former director or officer who was or is a party to any
proceeding by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person acted in any of the capacities set
forth above, against certain expenses paid in settlement of such action or suit
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation, and only to the extent that the court in which
such action was brought shall determine that despite the adjudication of
liability such director or officer is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

Section 607.0850 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (1) and (2) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 607.0850 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; and that the
corporation shall have the power to purchase and maintain insurance on behalf of
a director or officer of the corporation against any liability asserted against
him or incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liability under Section 607.0850.

II-1
<PAGE>
Article V of the By-Laws of the Company provides for indemnification of the
officers and directors of the Company as follows:

"Section 1. The corporation shall indemnify any person made a party or
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding:

(a) Whether civil, criminal, administrative, or investigative, other
than one by or in the right of the corporation to procure a judgment in
its favor, brought to impose a liability or penalty on such person for an
act alleged to have been committed by such person in his capacity of
director, officer, employee or agent of the corporation, or of any other
corporation, partnership, joint venture, trust or other enterprise which
he served as such at the request of the corporation, against judgments,
fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred as a result of such
action, suit or proceeding, or any appeal therein, if such person acted
in good faith in the reasonable belief that such action was in the best
interests of the corporation, and in criminal actions or proceedings,
without reasonable ground for belief that such action was unlawful. The
termination of any such action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not in itself create a presumption that any such
director or officer did not act in good faith in the reasonable belief
that such action was in the best interests of the corporation or that he
had reasonable grounds for belief that such action was unlawful.

(b) By or in the right of the corporation to procure a judgment in
its favor by reason of his being or having been a director, officer,
employee, or agent of the corporation, or of any other corporation,
partnership, joint venture, trust or other enterprise which he served as
such at the request of the corporation, against the reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in
connection with an appeal therein, if such person acted in good faith in
the reasonable belief that such action was in the best interests of the
corporation. Such person shall not be entitled to indemnification in
relation to matters as to which such person has been adjudged to have
been guilty of negligence or misconduct in the performance of his duty to
the corporation unless and only to the extent that the court,
administrative agency, or investigative body before which such action,
suit or proceeding is held shall determine upon application that despite
the adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnification
for such expense which such tribunal shall deem proper.

(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in paragraph (a) or (b), or in
any defense of any claim, issue or matter therein, he shall be
indemnified against the reasonable expenses, including attorney's fees,
actually and necessarily incurred by him in connection therewith.

(d) In order for indemnification to be made under paragraph (a) or
(b), a determination must first be made that indemnification of the
director, officer, employee or agent is proper in the circumstances
because such person has met the applicable standard of conduct set forth
in paragraph (a) or (b), unless indemnification is ordered by the
tribunal before which such action, suit or proceeding is held. Such
determination shall be made either (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) by the stockholders who were not
parties to such action, suit or proceeding.

Section 2. The corporation shall pay expenses incurred in defending any
action, suit or proceeding in advance of the final disposition of such
action, suit or proceeding as authorized in the manner provided in paragraph
(d) of Section 1 of this Article upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in Sections 1 through 4 of this
Article.

II-2
<PAGE>
Section 3. The corporation shall indemnify any person, if the
requirements of Sections 1 and 2 of this Article are met, without affecting
any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in
another capacity while holding such office, and shall continue as to a
person who has ceased to be director, officer, employee or agent of the
corporation and shall inure to the benefit of the heirs, executors and
administrators of such a person.

Section 4. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the
corporation is obligated to indemnify him against such liability under the
provisions of Section 1 of this Article."

In addition, the Company and/or its subsidiaries have entered into
employment agreements with David Markin, Jay Harris and Jeffrey Feldman which
require the Company to indemnify Messrs. Markin, Harris and Feldman against
certain liabilities that may arise by reason of their status or service as
directors or officers of, or consultants to, of the Company or its subsidiaries
(other than liabilities arising from gross negligence or willful misconduct) to
the full extent permitted by law.

Reference is made to Section 7 of the Underwriting Agreement, a copy of
which is filed as Exhibit 1.1 hereto, which provides for indemnification of the
directors and officers of the Registrant who sign the Registration Statement by
the Underwriters against certain liabilities, including those arising under the
Securities Act, in certain circumstances.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

None.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement among Alex. Brown & Sons Incorporated, SPP Hambro & Co. and
International Controls Corp. (the "Registrant") with respect to the % Senior Secured Notes due
2002 of the Registrant and the Units consisting of the % Senior Subordinated Notes due 2004 of
the Registrant and Warrants to purchase common stock of the Registrant.**
3.1 Restated Articles of Incorporation of Registrant
3.2 By-Laws of Registrant as effective May 13, 1991 (incorporated herein by reference to Exhibit 3.3 of
the Registrant's Annual Report of Form 10-K for the year ended December 31, 1992 (the 1992 10-K)).
4.1 Form of Indenture between Registrant and First Fidelity Bank, National Association ("First
Fidelity"), New Jersey, as Trustee, relating to the 12 3/4% Senior Subordinated Debentures due
August 1, 2001 of Registrant (incorporated herein by reference to Exhibit 4.1 to Registration
Statement No. 33-7212 filed with the Securities and Exchange Commission on July 15, 1986).
4.2 Form of Indenture between Registrant and Midlantic National Bank, as Trustee, relating to the
14 1/2% Subordinated Discount Debentures due January 1, 2006 of Registrant (incorporated herein by
reference to Exhibit 4.1 to Registration Statement No. 33-1788 filed with the Securities and
Exchange Commission on November 26, 1985).
4.3 Form of Indenture between Registrant and First Fidelity Bank, National Association, as Trustee,
relating to the % Senior Secured Notes due 2002.**
</TABLE>

II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------------------
<C> <S>
4.4 Agreement to furnish additional documents upon request by the Securities and Exchange Commission
(incorporated herein by reference to Exhibit 4.3 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1989 (the "1989 10-K")).
4.5 Form of Indenture between the Registrant and Marine Midland Bank, as Trustee, relating to the %
Senior Subordinated Notes due 2004.**
4.6 Form of Warrant Agreement between the Registrant and American Stock Transfer & Trust Company.**
5.1 Opinion of Hutton Ingram Yuzek Gainen Carroll & Bertolotti regarding the legality of certain of the
securities being registered.*
10.1 Amended and Restated Agreement of Limited Partnership of Checker L.P. (incorporated herein by
reference to Exhibit 10.17 to the 1989 10-K).
10.2 Amendment, dated July 28, 1989, to Amended and Restated Agreement of Limited Partnership of Checker
L.P. (incorporated herein by reference to Exhibit 19.1 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1991 (the "1991 10-K")).
10.3 Amendment, dated June 25, 1991, to Amended and Restated Agreement of Limited Partnership of Checker
L.P. (incorporated herein by reference to Exhibit 19.2 to the 1991 10-K).
10.4 Amended and Restated Employment Agreement, dated as of November 1, 1985, between Motors and David R.
Markin ("Markin Employment Agreement") (incorporated herein by reference to Exhibit 10.17 to the
1989 10-K).
10.5 Amendment, dated as of March 4, 1992, to Markin Employment Agreement (incorporated herein by
reference to Exhibit 10.3 to the 1991 10-K).
10.6 Extension, dated July 12, 1993, of Amended and Restated Employment Agreement Between Checker and
David R. Markin (incorporated herein by reference to Exhibit 10.6 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993 (the "1993 10-K")).
10.7 Amended and Restated Employment Agreement, dated as of June 1, 1992, between Yellow Cab and Jeffrey
Feldman (incorporated herein by reference to Exhibit 28.2 of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1992 (the "June 1992 10-Q").
10.8 Form of Stated Benefit Salary Continuation Agreement (incorporated herein by reference to Exhibit
10.17 to the 1989 10-K).
10.9 Employment Agreement, dated as of July 1, 1992, between Registrant and Jay H. Harris (incorporated
herein by reference to Exhibit 28.1 to the June 1992 10-Q).
10.10 Loan and Guaranty Agreement, dated September 17, 1992, by and among Checker L.P., Motors, SCSM and
NBD Bank, N.A. (incorporated herein by reference to Exhibit 28.1 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1992 (the "September 1992 10-Q")).
10.11 First Amendment, dated as of November 1, 1993, to Loan and Guaranty Agreement.
10.12 Credit and Guaranty Agreement, dated as of August 1, 1989, by and among SCSM, Motors, Checker L.P.
and NBD Bank, N.A. (the "Credit Agreement") (incorporated herein by reference to Exhibit 10.10 to
the 1992 10-K).
10.13 First Amendment, dated as of June 1, 1990, to the Credit Agreement (incorporated herein by reference
to Exhibit 10.11 of the 1992 10-K).
</TABLE>

II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------------------
<C> <S>
10.14 Second Amendment, dated as of January 2, 1991, to the Credit Agreement (incorporated herein by
reference to Exhibit 10.12 of the 1992 10-K).
10.15 Third Amendment, dated as of November 1, 1993, to the Credit Agreement.
10.16 Supplemental Agreement, dated as of April 20, 1992, among SCSM, Motors, Checker L.P. and NBD Bank,
N.A. (incorporated herein by reference to Exhibit 10.13 of the 1992 10-K).
10.17 Second Supplemental Agreement, dated as of September 17, 1992, among SCSM, Motors, Checker L.P. and
NBD Bank, N.A. (incorporated herein by reference to Exhibit 28.2 of the June 1991 10-Q).
10.18 Lease, dated December 1, 1988, between SCSM and Park Corporation (incorporated herein by reference
to Exhibit 10.17 to the 1989 10-K).
10.19 Loan and Security Agreement dated as of March 21, 1990, by and among Great Dane, Great Dane Trailers
Indiana, Inc., Great Dane Trailers Nebraska, Inc., Great Dane Trailers Tennessee, Inc., certain
lending institutions and Security Pacific Business Credit Inc., as Agent (the "Security Pacific
Agreement") (incorporated herein by reference to Exhibit 10.17 to the 1989 10-K).
10.20 First Amendment, dated as of March 30, 1990, to the Security Pacific Agreement (incorporated herein
by reference to Exhibit 19.3 to the 1991 10-K).
10.21 Second Amendment, dated as of April 30, 1990, to the Security Pacific Agreement (incorporated herein
by reference to Exhibit 19.4 to the 1991 10-K).
10.22 Third Amendment, dated as of August 14, 1990, to the Security Pacific Agreement (incorporated herein
by reference to Exhibit 19.5 to the 1991 10-K).
10.23 Fourth Amendment, dated as of February 28, 1991, to the Security Pacific Agreement (incorporated
herein by reference to Exhibit 19.6 to the 1991 10-K).
10.24 Waiver and Fifth Amendment, dated as of September 3, 1991, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 19.7 to the 1991 10-K).
10.25 Waiver, Consent and Sixth Amendment, dated April 30, 1992, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 28 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1992).
10.26 Seventh Amendment, dated as of July 10, 1992, to the Security Pacific Agreement (incorporated herein
by reference to the June 1992 10-Q).
10.27 Eighth Amendment, dated as of February 19, 1993, to the Security Pacific Agreement (incorporated
herein by reference to Exhibit 10.24 of the 1992 10-K).
10.28 Waiver, Consent and Ninth Amendment, dated March 26, 1993, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 10.29 of the 1992 10-K).
10.29 Tenth Amendment, dated as of November 1, 1993, to the Security Pacific Agreement.
10.30 Assumption Agreement dated as of August 1, 1989, by and between Motors and the West Virginia
Economic Development Authority (incorporated herein by reference to Exhibit 10.12 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1990).
10.31 Agreement, dated as of September 1, 1991, between Checker L.P. and Jerry E. Feldman (incorporated
herein by reference to Exhibit 10.12 to the 1991 10-K).
10.32 Form of Checker Motors Corporation Excess Benefit Retirement Plan, effective January 1, 1983
(incorporated herein by reference to Exhibit 19.9 to the 1991 10-K).
</TABLE>

II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------------------
<C> <S>
10.33 Amended and Restated License Agreement, dated December 30, 1992, between Checker Motors Corporation
and Checker Taxi Association, Inc. (incorporated herein by reference to Exhibit 10.28 of the 1992
10-K).
10.34 Employment Agreement, dated as of January 1, 1994 between Registrant and David R. Markin.
10.35 Eleventh Amendment, dated as of March 11, 1994, to the Security Pacific Agreement (incorporated
herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994).
10.36 Employment Agreement dated as of November 4, 1991, between Great Dane and Willard R. Hildebrand.
10.37 Form of Escrow Deposit Agreement between the Registrant and First Fidelity, dated as of ,
1994.**
10.38 Settlement Agreement, dated as of June 21, 1994, among John Garamendi, as Insurance Commissioner of
the State of California, Base Assets Trust, Checker L.P., Motors, Checker Holding Corp. III and the
Company.**
10.39 Form of Loan Agreement, dated as of , 1994, by and among the Company, Great Dane,
Motors, Checker L.P., SCSM, Great Dane Trailers Nebraska, Inc., Great Dane Trailers Tennessee,
Inc., Great Dane Los Angeles, Inc., NBD Bank, N.A., as agent, and the lenders named therein.*
10.40 Form of Pledge and Intercreditor Agreement, dated as of , 1994, entered into by the Company, the
Senior Note Trustee and NBD Bank, N.A., as collateral agent, for the benefit of the lenders named
therein.*
10.41 Form of Pledge Agreement and Irrevocable Proxy, dated as of , 1994, entered into by Motors in favor
of NBD Bank, N.A., as collateral agent, for the benefit of the lenders named therein.*
10.42 Form of Pledge Agreement and Irrevocable Proxy, dated as of , 1994, entered into by Great Dane in
favor of NBD Bank, N.A., as collateral agent, for the benefit of the lenders named therein.*
10.43 Form of Security Agreement entered into by the Company and the Co-Obligors in favor of NBD Bank,
N.A., as agent, for the benefit of the lenders named therein.*
10.44 Form of Taxi Medallion Security Agreement*
12.1 Statements regarding computation of ratios.
21.1 Subsidiaries of Registrant.
23.1 Consent of Ernst & Young**
23.2 Consent of Hutton Ingram Yuzek Gainen Carroll & Bertolotti -- see Exhibit 5.1.
24.1 Power of Attorney.
25.1 Statement of eligibility of Trustee for the Senior Notes.**
25.2 Statement of eligibility of Trustee for the Senior Subordinated Notes.**
28.1 Schedule P of Annual Statements provided by Country to Illinois Regulatory Authorities.
<FN>
- --------------
* To be filed by amendment
** Filed herewith
</TABLE>

II-6
<PAGE>
(b) Financial Statement Schedules

The following financial statement schedules are filed as part of the
Registration Statement.

<TABLE>
<C> <C> <S>
Schedule I -- Marketable Securities -- Other Investments
Schedule II -- Amounts Receivable from Related Parties and Underwriters, Promoters and
Employees Other Than Related Parties
Schedule III -- Condensed Financial Information of Registrant
Schedule IV -- Indebtedness of and to Related Parties -- Not Current
Schedule VIII -- Valuation and Qualifying Accounts
Schedule IX -- Short-Term Borrowings
Schedule X -- Supplementary Income Statement Information
Schedule XIV -- Supplemental Information Concerning Property-Casualty Insurance Operations
</TABLE>

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes as follows:

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

(b) (1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as of
the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

II-7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on June 15, 1994.

INTERNATIONAL CONTROLS CORP.

By:_ ________________**_______________
------------------------------------

David R. Markin, President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<C> <S> <C>
** Chairman of the Board June 15,
- ------------------------------------------- 1994
Allan R. Tessler

** President, Chief Executive June 15,
- ------------------------------------------- Officer 1994
David R. Markin and Director

/s/ JAY H. HARRIS Executive Vice President and June 15,
- ------------------------------------------- Chief Operating 1994
Jay H. Harris Officer

Treasurer (Principal Financial June 15,
** Officer and Principal 1994
- ------------------------------------------- Accounting
Marlan R. Smith Officer)

** Vice Chairman of the Board and June 15,
- ------------------------------------------- Secretary 1994
Martin L. Solomon

** Vice Chairman of the Board June 15,
- ------------------------------------------- 1994
Wilmer J. Thomas, Jr.

**By:/s/ JAY H. HARRIS
- -------------------------------------------
Jay H. Harris
ATTORNEY IN FACT
</TABLE>

II-8
<PAGE>
INDEX TO FINANCIAL STATEMENT SCHEDULES
COVERED BY REPORT OF INDEPENDENT AUDITORS

<TABLE>
<C> <C> <S> <C>
Report of Independent Auditors................................................................. S-2

Schedule I -- Marketable Securities -- Other Investments........................... S-3

Schedule II -- Amounts Receivable from Related Parties and Underwriters, Promoters
and Employees Other Than Related Parties............................. S-6

Schedule III -- Condensed Financial Information of Registrant........................ S-7

Schedule IV -- Indebtedness of and to Related Parties -- Not Current................ S-10

Schedule VIII -- Valuation and Qualifying Accounts.................................... S-11

Schedule IX -- Short-Term Borrowings................................................ S-12

Schedule X -- Supplementary Income Statement Information........................... S-13

Schedule XIV -- Supplemental Information Concerning Property-Casualty Insurance
Operations........................................................... S-14
</TABLE>

S-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
International Controls Corp.

We have audited the consolidated financial statements of International
Controls Corp. and subsidiaries as of December 31, 1993 and 1992, and for each
of the three years in the period ended December 31, 1993, and have issued our
report thereon dated March 1, 1994 (included elsewhere in this Registration
Statement). Our audits also included the financial statement schedules listed in
Item 16(b) of this Registration Statement. These schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.

/s/ ERNST & YOUNG

Kalamazoo, Michigan
March 1, 1994

S-2
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
SCHEDULE I -- MARKETABLE SECURITIES -- OTHER INVESTMENTS
DECEMBER 31, 1993
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
- -------------------------------------------- ---------------- ----------- ----------- ---------------
AMOUNT AT WHICH
EACH PORTFOLIO
OF EQUITY
SECURITY
NUMBER OF ISSUES AND EACH
SHARES OR MARKET OTHER SECURITY
UNITS -- VALUE OF ISSUE CARRIED
PRINCIPAL EACH ISSUE IN
AMOUNT OF COST OF AT BALANCE THE BALANCE
NAME OF ISSUER AND TITLE OF EACH ISSUE BONDS AND NOTES EACH ISSUE SHEET DATE SHEET
- -------------------------------------------- ---------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
FIXED MATURITIES:
U. S. Government obligations.............. $ 7,320 $ 7,267 $ 7,559 $ 7,276

Obligations of various state and
territorial possessions.................. 1,920 1,911 1,959 1,920

Obligations of political subdivisions of
states................................... 10,745 10,748 11,064 10,760

Special revenue obligations of political
subdivisions of states................... 9,290 9,313 9,522 9,304

Public utility obligations:
American Telephone & Telegraph.......... 850 835 907 837
Bell South Telecom, Inc................. 1,000 1,004 1,050 1,003
Chesapeake & Potomac Telephone &
Telegraph.............................. 532 450 543 455
Citizen Utilities....................... 500 499 550 499
Consolidated Edison..................... 550 547 563 548
Illinois Bell Telephone Company......... 300 287 306 288
National Rural Utilities................ 400 403 400 400
New England Telephone & Telegraph....... 400 419 404 419
New York Telephone Company.............. 400 382 412 383
Northern Telecom, Ltd................... 350 357 340 356
Oklahoma Gas & Electric................. 525 514 560 519
Pacific Bell............................ 500 491 500 492
Pacific Gas & Electric.................. 700 696 728 696
Potomac Electric Power Company.......... 350 343 396 345
Southwestern Bell Telephone Company..... 550 550 528 550
Miscellaneous other public utility
obligations............................ 2,036 1,931 2,128 1,956
----------- ----------- -------
Total public utility obligations.......... $ 9,708 $ 10,315 $ 9,746
Industrial and miscellaneous corporate
obligations:
Anheuser Busch Company, Inc............. 350 366 403 363
Associates Corporation of North
America................................ 755 770 762 759
Banc One Corporation.................... 340 343 412 342
Bank America Corporation................ 850 881 917 878
Bankers Trust of New York............... 500 496 531 497
B. P. America........................... 550 566 629 562
Cargill Inc............................. 300 302 366 301
Chevron Capital USA, Inc................ 350 339 382 344
Citicorp................................ 400 400 405 400
</TABLE>

S-3
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
SCHEDULE I -- MARKETABLE SECURITIES -- OTHER INVESTMENTS -- CONTINUED
DECEMBER 31, 1993
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
- -------------------------------------------- ---------------- ----------- ----------- ---------------
AMOUNT AT WHICH
EACH PORTFOLIO
OF EQUITY
SECURITY
NUMBER OF ISSUES AND EACH
SHARES OR MARKET OTHER SECURITY
UNITS -- VALUE OF ISSUE CARRIED
PRINCIPAL EACH ISSUE IN
AMOUNT OF COST OF AT BALANCE THE BALANCE
NAME OF ISSUER AND TITLE OF EACH ISSUE BONDS AND NOTES EACH ISSUE SHEET DATE SHEET
- -------------------------------------------- ---------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
FIXED MATURITIES -- Continued
Industrial and miscellaneous corporate
obligations -- Continued:
Coca Cola Enterprises................... $ 500 $ 497 $ 523 $ 498
Comerica Bank -- Detroit................ 500 500 509 500
Commercial Credit Group, Inc............ 450 442 466 449
Corestate Capital Corp.................. 300 298 303 298
Dow Capital Corporation................. 350 350 357 350
Dow Chemical Company.................... 400 399 480 399
E. I. DuPont DeNemours & Company........ 700 658 751 666
Eastman Kodak Company................... 450 451 494 451
Enhance Financial Services.............. 900 900 900 900
European Investment Bank................ 300 303 303 303
Ford Motor Credit Corporation........... 750 749 779 751
Gannett Inc. Notes...................... 500 500 490 500
General Electric Capital Corporation.... 1,350 1,454 1,395 1,350
General Electric Credit Corp............ 500 500 500 500
General Motors Acceptance Corporation... 500 496 575 497
General Motors Corporation.............. 300 300 306 300
H. J. Heinz Company..................... 500 499 510 499
Hertz Corporation....................... 300 300 315 300
IBM Credit Corporation.................. 300 304 301 304
IBM Corporation......................... 500 496 525 497
ICI Wilmington, Inc..................... 300 309 321 306
ITT Financial Corporation............... 400 404 416 400
J. P. Morgan & Co....................... 700 721 770 712
The Limited Corporation................. 650 652 748 652
Marathon Oil Company.................... 600 602 606 600
Matsushita Electric Inc., Ltd........... 400 400 424 400
MBIA Inc................................ 450 443 495 443
Merrill Lynch & Co...................... 300 296 309 299
Motorola, Inc........................... 300 300 357 300
Natwest Capital Corporation............. 300 320 363 318
Pepsico, Inc............................ 950 944 1,034 945
Phillip Morris & Co., Inc............... 1,450 1,450 1,548 1,450
Pitney Bowes Credit Corporation......... 377 379 420 373
Ralston Purina Company.................. 500 501 540 500
Republic National Bank, New York........ 500 499 505 499
Salomon, Inc............................ 500 502 554 501
Seagram, Joseph E., & Sons.............. 750 768 815 757
Sears Roebuck & Co...................... 500 530 500 500
</TABLE>

S-4
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
SCHEDULE I -- MARKETABLE SECURITIES -- OTHER INVESTMENTS -- CONTINUED
DECEMBER 31, 1993
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
- -------------------------------------------- ---------------- ----------- ----------- ---------------
AMOUNT AT WHICH
EACH PORTFOLIO
OF EQUITY
SECURITY
NUMBER OF ISSUES AND EACH
SHARES OR MARKET OTHER SECURITY
UNITS -- VALUE OF ISSUE CARRIED
PRINCIPAL EACH ISSUE IN
AMOUNT OF COST OF AT BALANCE THE BALANCE
NAME OF ISSUER AND TITLE OF EACH ISSUE BONDS AND NOTES EACH ISSUE SHEET DATE SHEET
- -------------------------------------------- ---------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
FIXED MATURITIES -- Continued
Industrial and miscellaneous corporate
obligations -- Continued:
Shearson Lehman Bros. Bldgs. Inc.......... $ 350 $ 350 $ 350 $ 350
Suntrust Bank, Inc........................ 300 304 309 301
Texaco Capital, Inc....................... 450 451 495 450
The Funding Corporation................... 400 409 424 403
United States Banknote Corp............... 300 300 300 300
United Technologies....................... 300 304 327 302
USX Corporation........................... 400 405 372 405
Wal Mart Stores, Inc...................... 1,150 1,154 1,250 1,155
Witco Corporation......................... 500 489 575 489
Xerox Credit Corporation.................. 439 422 469 427
Miscellaneous other industrial and
miscellaneous corporate obligations...... 8,913 9,068 9,641 8,928
----------- ----------- -------
TOTAL INDUSTRIAL AND MISCELLANEOUS CORPORATE
OBLIGATIONS................................ 38,535 40,826 38,223
----------- ----------- -------
TOTAL FIXED MATURITIES...................... $ 77,482 $ 81,245 $ 77,229
EQUITY SECURITIES:
Banks, trusts and insurance companies
preferred stock.......................... 85,000 shares $ 2,136 $ 2,221 $ 2,221
Public utilities preferred stock.......... 45,340 shares 1,545 1,637 1,637
Industrial and miscellaneous preferred
stock.................................... 127,314 shares 3,559 3,601 3,601
Public utilities common stock............. 534,400 shares 1,401 1,536 1,536
Banks, Trusts and Insurance Companies
Common Stocks............................ 24,547 shares 599 537 537
Industrial and miscellaneous common
stock.................................... 133,951 shares 4,296 4,077 4,077
----------- ----------- -------
TOTAL EQUITY SECURITIES..................... 13,536 13,609 13,609
----------- ----------- -------
TOTAL INVESTMENTS........................... $ 92,062 $ 94,853 $ 90,838
----------- ----------- -------
----------- ----------- -------
</TABLE>

S-5
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES

SCHEDULE II -- AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
- ------------------------------------------- ----------- ----------- ------------------------------ --------------------------
DEDUCTIONS BALANCE AT END OF PERIOD
------------------------------
BALANCE AT (1) (2) --------------------------
BEGINNING AMOUNTS AMOUNTS WRITTEN (1) (2)
NAME OF DEBTOR OF PERIOD ADDITIONS COLLECTED OFF CURRENT NOT CURRENT
- ------------------------------------------- ----------- ----------- ------------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1991
David R. Markin (1)...................... $ 124 $ 0 $ 0 $ 0 $ 0 $ 124
Allan R. Tessler (1)..................... 167 0 0 0 0 167
Wilmer J. Thomas, Jr. (1)................ 167 0 0 0 0 167
Martin L. Solomon (1).................... 167 0 0 0 0 167
-- --
----------- ----- ----- -----
$ 625 $ 0 $ 0 $ 0 $ 0 $ 625
-- --
-- --
----------- ----- ----- -----
----------- ----- ----- -----
YEAR ENDED DECEMBER 31, 1992
David R. Markin (1)...................... $ 124 $ 0 $ 0 $ 0 $ 0 $ 124
Allan R. Tessler (1)..................... 167 0 0 0 0 167
Wilmer J. Thomas, Jr. (1)................ 167 0 0 0 0 167
Martin L. Solomon (1).................... 167 0 0 0 0 167
King Cars, Inc. (2)...................... 0 398 0 0 398 0
-- --
----------- ----- ----- -----
$ 625 $ 398 $ 0 $ 0 $ 398 $ 625
-- --
-- --
----------- ----- ----- -----
----------- ----- ----- -----
YEAR ENDED DECEMBER 31, 1993
David R. Markin (1)...................... $ 124 $ 0 $ 0 $ 0 $ 0 $ 124
Allan R. Tessler (1)..................... 167 0 0 0 0 167
Wilmer J. Thomas, Jr. (1)................ 167 0 0 0 0 167
Martin L. Solomon (1).................... 167 0 0 0 0 167
King Cars, Inc. (2)...................... 398 24 0 0 422 0
-- --
----------- ----- ----- -----
$ 1,023 $ 24 $ 0 $ 0 $ 422 $ 625
-- --
-- --
----------- ----- ----- -----
----------- ----- ----- -----
<FN>
- --------------
(1) Obligation is non-interest bearing demand obligation.

(2) Obligation is a promissory note due on December 31, 1994, bearing a 6.5%
interest rate.
</TABLE>

S-6
<PAGE>
INTERNATIONAL CONTROLS CORP.
SCHEDULE III -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1992 1993
----------- -----------
<S> <C> <C>
Assets:
Cash and cash equivalents.......................................................... $ 4,930 $ 1,468
Accounts receivable................................................................ 107 566
Other current assets............................................................... 3,734 4,345
----------- -----------
Total Current Assets............................................................. 8,771 6,379
Intercompany accounts with subsidiaries............................................ 9,657 --
Investments in subsidiaries........................................................ 110,308 91,388
Other assets....................................................................... 12,430 16,331
----------- -----------
Total Assets......................................................................... $ 141,166 $ 114,098
----------- -----------
----------- -----------

Liabilities and Shareholders' Deficit:
Accounts payable................................................................... $ 143 $ 34
Income taxes payable (recoverable)................................................. 8,442 (1,702)
Accrued compensation............................................................... 256 256
Accrued interest................................................................... 11,467 11,468
Other accrued liabilities.......................................................... 3,340 9,565
----------- -----------
Total Current Liabilities........................................................ 23,648 19,621
Long-term debt..................................................................... 204,360 205,732
Other noncurrent liabilities....................................................... 19,486 31,713
Intercompany accounts with subsidiaries............................................ -- 6,622

Shareholders' deficit:
Common stock..................................................................... 90 90
Paid-in capital.................................................................. 14,910 14,910
Retained earnings (deficit)...................................................... 7,045 (36,217)
Amount paid in excess of Checker's net assets.................................... (127,748) (127,748)
Notes receivable from shareholders............................................... (625) (625)
----------- -----------
Total Shareholders' Deficit...................................................... (106,328) (149,590)
----------- -----------
Total Liabilities and Shareholders' Deficit.......................................... $ 141,166 $ 114,098
----------- -----------
----------- -----------
</TABLE>

S-7
<PAGE>
INTERNATIONAL CONTROLS CORP.
SCHEDULE III -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT -- CONTINUED
CONDENSED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1991 1992 1993
---------- ---------- ----------
<S> <C> <C> <C>
Selling, general and administrative expenses.................................. $ (4,398) $ (4,396) $ (4,646)
Interest expense.............................................................. (32,018) (30,138) (30,216)
Equity in earnings of subsidiaries............................................ 166 14,959 29,376
Other income (expense)........................................................ 857 (99) 211
Special charge................................................................ -- -- (7,500)
Intercompany income:
Corporate charges........................................................... 1,008 1,008 1,008
Interest.................................................................... 394 305 --
---------- ---------- ----------
Loss before income taxes, extraordinary items and
accounting changes........................................................... (33,991) (18,361) (11,767)
Income tax benefit............................................................ 6,985 10,806 15,131
---------- ---------- ----------
Income (loss) before extraordinary items and accounting changes............... (27,006) (7,555) 3,364
Extraordinary items, net of income taxes...................................... 31,188 -- --
---------- ---------- ----------
Income (loss) before accounting changes....................................... 4,182 (7,555) 3,364
Accounting changes............................................................ -- -- (46,626)
---------- ---------- ----------
Net Income (Loss)............................................................. $ 4,182 $ (7,555) $ (43,262)
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

S-8
<PAGE>
INTERNATIONAL CONTROLS CORP.
SCHEDULE III -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT -- CONTINUED
CONDENSED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1991 1992 1993
---------- ---------- ----------
<S> <C> <C> <C>
Net cash flow used in operating activities.................................... $ (25,202) $ (20,973) $ (47,640)
Cash flows from investing activities:
Other....................................................................... (1,456) (334) 5,900
---------- ---------- ----------
Net cash flow provided by (used in) investing activities...................... (1,456) (334) 5,900
Cash flows from financing activities:
Repayments of debt.......................................................... (27,187) -- --
Advances from subsidiaries.................................................. 52,630 21,284 38,278
---------- ---------- ----------
Net cash flow provided by financing activities................................ 25,443 21,284 38,278
---------- ---------- ----------
Decrease in cash and cash equivalents......................................... (1,215) (23) (3,462)
Beginning cash and cash equivalents........................................... 6,168 4,953 4,930
---------- ---------- ----------
Ending cash and cash equivalents.............................................. $ 4,953 $ 4,930 $ 1,468
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

The Registrant's subsidiaries declared dividends totaling $13.1 million in 1991,
$120.9 million in 1992 and $22 million in 1993. These dividends were declared to
offset certain intercompany account balances at the respective dates.

S-9
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
SCHEDULE IV -- INDEBTEDNESS OF AND TO RELATED PARTIES -- NOT CURRENT
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F COL. G COL. H COL. I
- ------------------------------ ---------- --------- ---------- ------- ---------- --------- ---------- -------
-- INDEBTEDNESS OF -- -- INDEBTEDNESS TO --
------------------------------------------ ------------------------------------------
BALANCE AT BALANCE BALANCE AT BALANCE
NAME OF PERSON BEGINNING ADDITIONS DEDUCTIONS AT END BEGINNING ADDITIONS DEDUCTIONS AT END
- ------------------------------ ---------- --------- ---------- ------- ---------- --------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1991
David R. Markin............. $ -- $ -- $ -- $ -- $ 7,500 $ -- $ -- $ 7,500
Martin L. Solomon........... -- -- -- -- 7,500 -- -- 7,500
Allan R. Tessler............ -- -- -- -- 7,500 -- -- 7,500
Wilmer J. Thomas, Jr........ -- -- -- -- 7,500 -- -- 7,500
---------- --------- ---------- ------- ---------- --------- ---------- -------
$ -- $ -- $ -- $ -- $ 30,000 $ -- $ -- $30,000
---------- --------- ---------- ------- ---------- --------- ---------- -------
---------- --------- ---------- ------- ---------- --------- ---------- -------
YEAR ENDED DECEMBER 31, 1992
David R. Markin............. $ -- $ -- $ -- $ -- $ 7,500 $ -- $ -- $ 7,500
Martin L. Solomon........... -- -- -- -- 7,500 -- -- 7,500
Allan R. Tessler............ -- -- -- -- 7,500 -- -- 7,500
Wilmer J. Thomas, Jr........ -- -- -- -- 7,500 -- -- 7,500
---------- --------- ---------- ------- ---------- --------- ---------- -------
$ -- $ -- $ -- $ -- $ 30,000 $ -- $ -- $30,000
---------- --------- ---------- ------- ---------- --------- ---------- -------
---------- --------- ---------- ------- ---------- --------- ---------- -------
YEAR ENDED DECEMBER 31, 1993
David R. Markin............. $ -- $ -- $ -- $ -- $ 7,500 $ -- $ -- $ 7,500
Martin L. Solomon........... -- -- -- -- 7,500 -- -- 7,500
Allan R. Tessler............ -- -- -- -- 7,500 -- -- 7,500
Wilmer J. Thomas, Jr........ -- -- -- -- 7,500 -- -- 7,500
---------- --------- ---------- ------- ---------- --------- ---------- -------
$ -- $ -- $ -- $ -- $ 30,000 $ -- $ -- $30,000
---------- --------- ---------- ------- ---------- --------- ---------- -------
---------- --------- ---------- ------- ---------- --------- ---------- -------
</TABLE>

NOTE:The above amounts relate to amounts loaned to the Company to complete the
Holding buyout as described in Note A of the notes to consolidated
financial statements.

S-10
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
- ------------------------------------------------- ----------- -------------------------- ------------- -----------
ADDITIONS CHARGED TO:
BALANCE AT -------------------------- BALANCE AT
BEGINNING COST AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS(1) PERIOD
- ------------------------------------------------- ----------- ------------- ----------- ------------- -----------
YEAR ENDED DECEMBER 31, 1991:
<S> <C> <C> <C> <C> <C>
Deducted from assets:
Allowance for doubtful accounts -- trade..... $ 808 $ 210 $ -- $ (412 ) $ 606
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------
Allowance for doubtful accounts -- finance
lease receivables........................... $ 842 $ (7 ) $ 292 $ (183 ) $ 944
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------
Contract & warranty reserves................... $ 10,796 $ 1,274 $ -- $ (3,807 ) $ 8,263
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------
Workers' compensation.......................... $ 242 $ 836 $ -- $ (813 ) $ 265
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------
Claims......................................... $ 2,500 $ 1,047 $ -- $ (830 ) $ 2,717
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------

YEAR ENDED DECEMBER 31, 1992:
Deducted from assets:
Allowance for doubtful accounts -- trade..... $ 606 $ 183 $ -- $ (166 ) $ 623
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------
Allowance for doubtful accounts -- finance
lease receivables........................... $ 944 $ 52 $ -- $ (317 ) $ 679
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------
Contract & warranty reserves................... $ 8,263 $ 3,564 $ -- $ (3,452 ) $ 8,375
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------
Workers' compensation.......................... $ 265 $ 4,584 $ -- $ (3,008 ) $ 1,841
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------
Claims......................................... $ 2,717 $ 783 $ -- $ (168 ) $ 3,332
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------

YEAR ENDED DECEMBER 31, 1993:
Deducted from assets:
Allowance for doubtful accounts -- trade..... $ 623 $ 234 $ -- $ (109 ) $ 748
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------
Allowance for doubtful accounts -- finance
lease receivables........................... $ 679 $ 52 $ -- $ (572 ) $ 159
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------
Contract & warranty reserves................... $ 8,375 $ 5,439 $ -- $ (3,429 ) $ 10,385
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------
Workers' compensation.......................... $ 1,841 $ 1,200 $ -- $ (1,927 ) $ 1,114
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------
Claims......................................... $ 3,332 $ 1,103 $ -- $ (1,106 ) $ 3,329
----------- ------ ----- ------------- -----------
----------- ------ ----- ------------- -----------
<FN>
- --------------
(1) Reclassification to other reserves and utilization of reserves.
</TABLE>

S-11
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
SCHEDULE IX -- SHORT-TERM BORROWINGS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F
- ----------------------------------------------- ----------- --------------- ----------- ----------- ------------
WEIGHTED
MAXIMUM AVERAGE AVERAGE
AMOUNT AMOUNT INTEREST
BALANCE AT WEIGHTED OUTSTANDING OUTSTANDING RATE DURING
END OF AVERAGE DURING THE DURING THE THE
CATEGORY OF AGGREGATE SHORT-TERM BORROWINGS PERIOD INTEREST RATE PERIOD PERIOD(1) PERIOD(2)
- ----------------------------------------------- ----------- --------------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
BANK BORROWINGS:

Year ended December 31, 1991................. $ 4,000 7.00% $ 4,000 $ 2,053 8.38%

Year ended December 31, 1992................. 5,000 7.00% 5,000 4,350 6.71%

Year ended December 31, 1993................. 5,000 7.25% 5,000 4,998 7.25%
<FN>
- --------------
(1) Amount of loan divided by number of days in year, times the number of days
outstanding during the year.

(2) Total interest expense during the period divided by the average amount
outstanding during the period.
</TABLE>

S-12
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES
SCHEDULE X -- SUPPLEMENTAL INCOME STATEMENT INFORMATION
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
COLUMN B
-------------------------------------------------------
CHARGED TO CONTINUING OPERATIONS' COST AND EXPENSES
-------------------------------------------------------
COLUMN A DECEMBER 31, 1991 DECEMBER 31, 1992 DECEMBER 31, 1993
- -------------------------------------------------------- ----------------- ----------------- -----------------
<S> <C> <C> <C>
Maintenance and repairs................................. $ 9,543 $ 9,646 $ 15,663
------ ------ -------

Depreciation and amortization of intangible assets,
pre-operating costs and similar deferrals (1).......... $ -- $ -- $ --
------ ------ -------

Taxes other than payroll and income taxes (1)........... $ -- $ -- $ --
------ ------ -------

Royalties (1)........................................... $ -- $ -- $ --
------ ------ -------

Advertising costs (1)................................... $ -- $ -- $ --
------ ------ -------
<FN>
- --------------
(1) Amounts for these expenses are not presented as such amounts are less than
1% of total revenues in the year indicated.
</TABLE>

S-13
<PAGE>
INTERNATIONAL CONTROLS CORP. AND SUBSIDIARIES

SCHEDULE XIV -- SUPPLEMENTAL INFORMATION CONCERNING PROPERTY -- CASUALTY
INSURANCE OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F COL. G
- ---------------------- ----------- ----------- ----------- ----------- ----------- -------------
RESERVES
FOR
UNPAID
DEFERRED CLAIMS DISCOUNT,
POLICY AND CLAIM IF ANY, NET
AFFILIATION WITH ACQUISITION ADJUSTMENT DEDUCTED IN UNEARNED EARNED INVESTMENT
REGISTRANT COSTS EXPENSE(1) COLUMN C PREMIUMS(2) PREMIUMS(3) INCOME
- ---------------------- ----------- ----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
WHOLLY-OWNED INSURANCE SUBSIDIARY:

Year Ended:

December 31, 1991... $ 2,073 $ 64,952 $ -- $ 11,619 $ 39,877 $ 7,061
----------- ----------- ----------- ----------- ----------- -------------
----------- ----------- ----------- ----------- ----------- -------------
December 31, 1992... $ 1,832 $ 75,780 $ -- $ 10,463 $ 40,347 $ 8,227
----------- ----------- ----------- ----------- ----------- -------------
----------- ----------- ----------- ----------- ----------- -------------
December 31, 1993... $ 1,893 $ 71,179 $ -- $ 9,547 $ 40,836 $ 7,838
----------- ----------- ----------- ----------- ----------- -------------
----------- ----------- ----------- ----------- ----------- -------------

<CAPTION>
COL. A COL. H COL. I COL. J COL. K
- ---------------------- ------------------- ----------- ----------- ---------

CLAIMS AND CLAIM
ADJUSTMENT EXPENSES
INCURRED RELATED
TO: AMORTIZATION PAID
------------------- OR DEFERRED CLAIMS
(1) (2) POLICY AND CLAIM
AFFILIATION WITH CURRENT PRIOR ACQUISITION ADJUSTMENT PREMIUM
REGISTRANT YEAR YEARS COSTS EXPENSES WRITTEN
- ---------------------- -------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
WHOLLY-OWNED INSURANCE
Year Ended:
December 31, 1991... $ 31,852 $ 1,676 $ (341) $ 26,208 $ 39,530
-------- --------- ----------- ----------- ---------
-------- --------- ----------- ----------- ---------
December 31, 1992... $ 30,322 $ 2,043 $ (241) $ 27,319 $ 39,238
-------- --------- ----------- ----------- ---------
-------- --------- ----------- ----------- ---------
December 31, 1993... $ 33,193 $ (454) $ 61 $ 30,832 $ 40,732
-------- --------- ----------- ----------- ---------
-------- --------- ----------- ----------- ---------
<FN>
- --------------
(1) Includes reinsurance recoverable on unpaid claims and claims adjustment
expense of $8,106, $13,888 and $7,380 in 1991, 1992 and 1993, respectively,
in connection with the restatement of the balance sheet loss reserve amounts
as reported in accordance with SFAS No. 113.
(2) Includes net ceded premiums of $333, $286 and $(526) in 1991, 1992 and 1993,
respectively, in connection with the restatement of the balance sheet
unearned premium amounts as reported in accordance with SFAS No. 113.
(3) Includes premiums earned of $12,735, $13,161 and $13,400 in 1991, 1992 and
1993, respectively, in connection with coverage provided to other entities
in the consolidated group which have been eliminated in consolidation.
</TABLE>

S-14
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ----------- ---------------------------------------------------------------------------------- ---------
<C> <S> <C>
1.1 Form of Underwriting Agreement among Alex. Brown & Sons Incorporated, SPP Hambro &
Co. and International Controls Corp. (the "Registrant") with respect to the %
Senior Secured Notes due 2002 of the Registrant and the Units consisting of the %
Senior Subordinated Notes due 2004 of the Registrant and Warrants to purchase
common stock of the Registrant.**
3.1 Restated Articles of Incorporation of Registrant
3.2 By-Laws of Registrant as effective May 13, 1991 (incorporated herein by reference
to Exhibit 3.3 of the Registrant's Annual Report of Form 10-K for the year ended
December 31, 1992 (the 1992 10-K)).
4.1 Form of Indenture between Registrant and First Fidelity Bank, National Association
("First Fidelity"), New Jersey, as Trustee, relating to the 12 3/4% Senior
Subordinated Debentures due August 1, 2001 of Registrant (incorporated herein by
reference to Exhibit 4.1 to Registration Statement No. 33-7212 filed with the
Securities and Exchange Commission on July 15, 1986).
4.2 Form of Indenture between Registrant and Midlantic National Bank, as Trustee,
relating to the 14 1/2% Subordinated Discount Debentures due January 1, 2006 of
Registrant (incorporated herein by reference to Exhibit 4.1 to Registration
Statement No. 33-1788 filed with the Securities and Exchange Commission on
November 26, 1985).
4.3 Form of Indenture between Registrant and First Fidelity Bank, National
Association, as Trustee, relating to the % Senior Secured Notes due 2002.**
4.4 Agreement to furnish additional documents upon request by the Securities and
Exchange Commission (incorporated herein by reference to Exhibit 4.3 to
Registrant's Annual Report on Form 10-K for the year ended December 31, 1989 (the
"1989 10-K")).
4.5 Form of Indenture between the Registrant and Marine Midland Bank, as Trustee,
relating to the % Senior Subordinated Notes due 2004.**
4.6 Form of Warrant Agreement between the Registrant and American Stock Transfer &
Trust Company.**
5.1 Opinion of Hutton Ingram Yuzek Gainen Carroll & Bertolotti regarding the legality
of certain of the securities being registered.*
10.1 Amended and Restated Agreement of Limited Partnership of Checker L.P.
(incorporated herein by reference to Exhibit 10.17 to the 1989 10-K).
10.2 Amendment, dated July 28, 1989, to Amended and Restated Agreement of Limited
Partnership of Checker L.P. (incorporated herein by reference to Exhibit 19.1 to
the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991
(the "1991 10-K")).
10.3 Amendment, dated June 25, 1991, to Amended and Restated Agreement of Limited
Partnership of Checker L.P. (incorporated herein by reference to Exhibit 19.2 to
the 1991 10-K).
10.4 Amended and Restated Employment Agreement, dated as of November 1, 1985, between
Motors and David R. Markin ("Markin Employment Agreement") (incorporated herein
by reference to Exhibit 10.17 to the 1989 10-K).
10.5 Amendment, dated as of March 4, 1992, to Markin Employment Agreement (incorporated
herein by reference to Exhibit 10.3 to the 1991 10-K).
10.6 Extension, dated July 12, 1993, of Amended and Restated Employment Agreement
Between Checker and David R. Markin (incorporated herein by reference to Exhibit
10.6 of the Registrant's Annual Report on Form 10-K for the year ended December
31, 1993 (the "1993 10-K")).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ----------- ---------------------------------------------------------------------------------- ---------
<C> <S> <C>
10.7 Amended and Restated Employment Agreement, dated as of June 1, 1992, between
Yellow Cab and Jeffrey Feldman (incorporated herein by reference to Exhibit 28.2
of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1992 (the "June 1992 10-Q").
10.8 Form of Stated Benefit Salary Continuation Agreement (incorporated herein by
reference to Exhibit 10.17 to the 1989 10-K).
10.9 Employment Agreement, dated as of July 1, 1992, between Registrant and Jay H.
Harris (incorporated herein by reference to Exhibit 28.1 to the June 1992 10-Q).
10.10 Loan and Guaranty Agreement, dated September 17, 1992, by and among Checker L.P.,
Motors, SCSM and NBD Bank, N.A. (incorporated herein by reference to Exhibit 28.1
to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30,
1992 (the "September 1992 10-Q")).
10.11 First Amendment, dated as of November 1, 1993, to Loan and Guaranty Agreement.
10.12 Credit and Guaranty Agreement, dated as of August 1, 1989, by and among SCSM,
Motors, Checker L.P. and NBD Bank, N.A. (the "Credit Agreement") (incorporated
herein by reference to Exhibit 10.10 to the 1992 10-K).
10.13 First Amendment, dated as of June 1, 1990, to the Credit Agreement (incorporated
herein by reference to Exhibit 10.11 of the 1992 10-K).
10.14 Second Amendment, dated as of January 2, 1991, to the Credit Agreement
(incorporated herein by reference to Exhibit 10.12 of the 1992 10-K).
10.15 Third Amendment, dated as of November 1, 1993, to the Credit Agreement.
10.16 Supplemental Agreement, dated as of April 20, 1992, among SCSM, Motors, Checker
L.P. and NBD Bank, N.A. (incorporated herein by reference to Exhibit 10.13 of the
1992 10-K).
10.17 Second Supplemental Agreement, dated as of September 17, 1992, among SCSM, Motors,
Checker L.P. and NBD Bank, N.A. (incorporated herein by reference to Exhibit 28.2
of the June 1991 10-Q).
10.18 Lease, dated December 1, 1988, between SCSM and Park Corporation (incorporated
herein by reference to Exhibit 10.17 to the 1989 10-K).
10.19 Loan and Security Agreement dated as of March 21, 1990, by and among Great Dane,
Great Dane Trailers Indiana, Inc., Great Dane Trailers Nebraska, Inc., Great Dane
Trailers Tennessee, Inc., certain lending institutions and Security Pacific
Business Credit Inc., as Agent (the "Security Pacific Agreement") (incorporated
herein by reference to Exhibit 10.17 to the 1989 10-K).
10.20 First Amendment, dated as of March 30, 1990, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 19.3 to the 1991 10-K).
10.21 Second Amendment, dated as of April 30, 1990, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 19.4 to the 1991 10-K).
10.22 Third Amendment, dated as of August 14, 1990, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 19.5 to the 1991 10-K).
10.23 Fourth Amendment, dated as of February 28, 1991, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 19.6 to the 1991 10-K).
10.24 Waiver and Fifth Amendment, dated as of September 3, 1991, to the Security Pacific
Agreement (incorporated herein by reference to Exhibit 19.7 to the 1991 10-K).
10.25 Waiver, Consent and Sixth Amendment, dated April 30, 1992, to the Security Pacific
Agreement (incorporated herein by reference to Exhibit 28 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1992).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ----------- ---------------------------------------------------------------------------------- ---------
<C> <S> <C>
10.26 Seventh Amendment, dated as of July 10, 1992, to the Security Pacific Agreement
(incorporated herein by reference to the June 1992 10-Q).
10.27 Eighth Amendment, dated as of February 19, 1993, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 10.24 of the 1992 10-K).
10.28 Waiver, Consent and Ninth Amendment, dated March 26, 1993, to the Security Pacific
Agreement (incorporated herein by reference to Exhibit 10.29 of the 1992 10-K).
10.29 Tenth Amendment, dated as of November 1, 1993, to the Security Pacific Agreement.
10.30 Assumption Agreement dated as of August 1, 1989, by and between Motors and the
West Virginia Economic Development Authority (incorporated herein by reference to
Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990).
10.31 Agreement, dated as of September 1, 1991, between Checker L.P. and Jerry E.
Feldman (incorporated herein by reference to Exhibit 10.12 to the 1991 10-K).
10.32 Form of Checker Motors Corporation Excess Benefit Retirement Plan, effective
January 1, 1983 (incorporated herein by reference to Exhibit 19.9 to the 1991
10-K).
10.33 Amended and Restated License Agreement, dated December 30, 1992, between Checker
Motors Corporation and Checker Taxi Association, Inc. (incorporated herein by
reference to Exhibit 10.28 of the 1992 10-K).
10.34 Employment Agreement, dated as of January 1, 1994 between Registrant and David R.
Markin.
10.35 Eleventh Amendment, dated as of March 11, 1994, to the Security Pacific Agreement
(incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1994).
10.36 Employment Agreement dated as of November 4, 1991, between Great Dane and Willard
R. Hildebrand.
10.37 Form of Escrow Deposit Agreement between the Registrant and First Fidelity, dated
as of , 1994.**
10.38 Settlement Agreement, dated as of June 21, 1994, among John Garamendi, as
Insurance Commissioner of the State of California, Base Assets Trust, Checker
L.P., Motors, Checker Holding Corp. III and the Company.**
10.39 Form of Loan Agreement, dated as of , 1994, by and among the
Company, Great Dane, Motors, Checker L.P., SCSM, Great Dane Trailers Nebraska,
Inc., Great Dane Trailers Tennessee, Inc., Great Dane Los Angeles, Inc., NBD
Bank, N.A., as agent, and the lenders named therein.*
10.40 Form of Pledge and Intercreditor Agreement, dated as of , 1994, entered into by
the Company, the Senior Note Trustee and NBD Bank, N.A., as collateral agent, for
the benefit of the lenders named therein.*
10.41 Form of Pledge Agreement and Irrevocable Proxy, dated as of , 1994, entered into
by Motors in favor of NBD Bank, N.A., as collateral agent, for the benefit of the
lenders named therein.*
10.42 Form of Pledge Agreement and Irrevocable Proxy, dated as of , 1994, entered into
by Great Dane in favor of NBD Bank, N.A., as collateral agent, for the benefit of
the lenders named therein.*
10.43 Form of Security Agreement entered into by the Company and the Co-Obligors in
favor of NBD Bank, N.A., as agent, for the benefit of the lenders named therein.*
10.44 Form of Taxi Medallion Security Agreement.*
12.1 Statements regarding computation of ratios.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ----------- ---------------------------------------------------------------------------------- ---------
<C> <S> <C>
21.1 Subsidiaries of Registrant.
23.1 Consent of Ernst & Young**
23.2 Consent of Hutton Ingram Yuzek Gainen Carroll & Bertolotti -- see Exhibit
5.1.
24.1 Power of Attorney.
25.1 Statement of eligibility of Trustee for the Senior Notes.**
25.2 Statement of eligibility of Trustee for the Senior Subordinated Notes.**
28.1 Schedule P of Annual Statements provided by Country to Illinois Regulatory
Authorities.
<FN>
- --------------
* To be filed by amendment
** Filed herewith
</TABLE>

<PAGE>

Exhibit 1.1 - Underwriting Agreement

International Controls Corp.
$165,000,000
% Senior Secured Notes Due 2002

100,000 Units, each Unit consisting of $1,000 principal
amount of ___% Senior Subordinated Notes
Due 2004 and one Warrant to Purchase ___
Shares of Common Stock

UNDERWRITING AGREEMENT

____________ ___, 1994

ALEX. BROWN & SONS INCORPORATED
SPP HAMBRO & CO.
c/o Alex. Brown & Sons Incorporated
787 7th Avenue
New York, NY 10019

Dear Sirs:

International Controls Corp., a Florida corporation (the "Company"),
proposes to sell to Alex. Brown & Sons Incorporated and SPP Hambro & Co. (the
"Underwriters") an aggregate of (a) $165,000,000 principal amount of the
Company's ___% Senior Secured Notes due 2002 (the "Senior Notes"), to be issued
pursuant to the provisions of an indenture to be dated as of ____________, 1994
(the "Senior Note Indenture"), between the Company and First Fidelity Bank,
National Association, as trustee (the "Senior Note Trustee"), and (b) 100,000
units (the "Units"), each Unit consisting of (i) $1,000 principal amount of the
Company's ___% Senior Subordinated Notes Due 2004 (the "Senior Subordinated
Notes" and, together with the Senior Notes, the "Notes"), to be issued pursuant
to the provisions of an indenture to be dated as of ____________, 1994 (the
"Senior Subordinated Note Indenture" and, together with the Senior Note
Indenture, the "Indentures"), between the Company and Marine Midland Bank, as
trustee (the "Senior Subordinated Note Trustee" and, together with the Senior
Note Trustee, the "Trustees"), and (ii) one warrant (the "Warrants") entitling
the holder thereof to acquire __ shares of common stock of the Company, par
value $.01 per share (the "Shares"), to be issued pursuant to the provisions of
a warrant agreement to be dated as of ____________, 1994 (the "Warrant
Agreement") between the Company and American Stock Transfer & Trust

<PAGE>

Company, as warrant agent (the "Warrant Agent"). The Senior Notes, the Senior
Subordinated Notes and the Warrants are collectively referred to herein as the
"Securities".

1. REGISTRATION STATEMENT AND PROSPECTUS. The Company has prepared
and filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively called the
"Act"), a registration statement on Form S-1 (File No. 033-52255), including a
prospectus relating to the Securities, which has been and is proposed to be
amended. The registration statement as amended at the time when it becomes
effective, including information (if any) deemed to be a part of the
registration statement at the time of effectiveness pursuant to Rule 430A under
the Act, is hereinafter referred to as the "Registration Statement"; and the
prospectus in the form first used to confirm sales of Securities is hereinafter
referred to as the "Prospectus."

2. AGREEMENTS TO SELL AND PURCHASE. On the basis of the
representations and warranties contained in this Agreement, and subject to its
terms and conditions, the Company agrees to issue and sell, and the
Underwriters, acting severally and not jointly, agree to purchase from the
Company (i) the respective principal amounts of Senior Notes set forth in
Schedule I opposite the name of such Underwriter at __% of the principal amount
thereof (the "Senior Note Purchase Price") and (ii) the respective number of
Units set forth in Schedule I opposite the name of such Underwriter at $____ per
Unit (the "Unit Purchase Price" and, together with the Senior Note Purchase
Price, the "Purchase Price"), plus, in each case, accrued interest on the Senior
Notes and the Senior Subordinated Notes, respectively, from ____________, 1994,
if any.

The Senior Notes will be secured on an equal and ratable basis
with the indebtedness incurred under the New Credit Facility (as defined herein)
by a pledge of all of the outstanding capital stock of Great Dane Trailers, Inc.
and Checker Motors Corporation (collectively, the "Collateral") pursuant to a
pledge and intercreditor agreement to be dated as of _____, 1994 (the "Pledge
Agreement") between the Company, the Senior Note Trustee and NBD Bank, N.A., as
collateral agent (the "Collateral Agent"), as amended from time to time as
permitted thereby, providing for such security interest in the Collateral for
the benefit of the holders of the Senior Notes. This Agreement, the Notes, the
Warrants, the Indentures, the Warrant Agreement, the Pledge Agreement, the
Escrow Agreement (as defined herein) and the New Credit Facility are hereinafter
sometimes referred to collectively as the "Operative Documents."

3. TERMS OF PUBLIC OFFERING. The Company is advised by the
Underwriters that the Underwriters propose (i) to make a public offering of the
Securities as soon after the effective date of the Registration Statement as in
the Underwriters'

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<PAGE>

judgment is advisable and (ii) initially to offer the Securities upon the terms
set forth in the Prospectus.

4. DELIVERY AND PAYMENT. Delivery to the Underwriters of, and
payment for, the Securities shall be made at 10:00 A.M., New York City time, on
the fifth business day (the "Closing Date") following the date of the initial
public offering thereof, at the offices of Alex. Brown & Sons Incorporated, 787
7th Avenue, New York, New York 10019 or at such other place as the Underwriters
shall designate. (As used herein, "business day" means a day on which the New
York Stock Exchange is open for trading and on which banks in New York are open
for business and not permitted by law or executive order to be closed.) The
Closing Date and the location of delivery of and the form of payment for the
Securities may be varied by agreement between the Underwriters and the Company.

Certificates for the Securities shall be registered in such names
and issued in such denominations as the Underwriters shall request in writing
not later than two full business days prior to the Closing Date. Such
certificates shall be made available to the Underwriters for inspection not
later than 9:30 A.M., New York City time, on the business day next preceding the
Closing Date. Certificates in definitive form evidencing the Securities shall
be delivered to the Underwriters on the Closing Date with any transfer taxes
thereon duly paid by the Company, for the account of the Underwriters, against
payment of the Purchase Price therefor by wire or book transfer to an account or
accounts specified in writing by notice to the Underwriters from the Company no
later than two full business days prior to the Closing Date.

5. AGREEMENTS OF THE COMPANY. The Company agrees with the
Underwriters:

(a) As soon as practicable after the execution and delivery of
this Agreement, to (i) file an amendment to the Registration Statement or
(ii) comply with the provisions of Rule 430A of the Act and file the final
prospectus under Rule 424 of the Act and to use its best efforts to cause
the Registration Statement to become effective at the earliest possible
time.

(b) To advise the Underwriters promptly and, if requested by
the Underwriters, to confirm such advice in writing, (i) when the
Registration Statement has become effective and when any post-effective
amendment to it becomes effective, (ii) of any request by the Commission
for amendments to the Registration Statement or amendments or supplements
to the Prospectus or for additional information, (iii) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or of the suspension of qualification of the
Securities for offering or sale in any jurisdiction, or the initiation of
any proceeding for such purposes, and (iv) of the happening of any

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<PAGE>

event during the period referred to in paragraph (e) below which makes any
statement of a material fact made in the Registration Statement or the
Prospectus untrue or which requires the making of any additions to or
changes in the Registration Statement or the Prospectus in order to make
the statements therein not misleading. If at any time the Commission shall
issue any stop order suspending the effectiveness of the Registration
Statement, the Company will make every reasonable effort to obtain the
withdrawal or lifting of such order at the earliest possible time.

(c) To furnish to the Underwriters, without charge, such number
of signed copies of the Registration Statement as first filed with the
Commission and of each amendment to it, including all exhibits, and such
number of conformed copies of the Registration Statement as so filed and of
each amendment to it, without exhibits, as the Underwriters may reasonably
request.

(d) Not to file any amendment or supplement to the Registration
Statement, whether before or after the time when it becomes effective, or
to make any amendment or supplement to the Prospectus of which the
Underwriters shall not previously have been advised or to which the
Underwriters shall reasonably object; and to prepare and file with the
Commission, promptly upon the Underwriters' reasonable request, any
amendment to the Registration Statement or supplement to the Prospectus
which may be necessary or advisable in connection with the distribution of
the Securities by the Underwriters, and to use its best efforts to cause
the same to become promptly effective.

(e) Promptly after the Registration Statement becomes
effective, and from time to time thereafter for such period as in the
opinion of counsel for the Underwriters a prospectus is required by law to
be delivered in connection with sales by the Underwriters or a dealer, to
furnish to the Underwriters and each dealer as many copies of the
Prospectus (and of any amendment or supplement to the Prospectus) as the
Underwriters or such dealer may reasonably request.

(f) If during the period specified in paragraph (e) above any
event shall occur as a result of which, in the judgment of the Company or
in the opinion of counsel for the Underwriters, it becomes necessary to
amend or supplement the Prospectus in order to make the statements therein,
in the light of the circumstances under which they are made, not
misleading, or if it is necessary to amend or supplement the Prospectus to
comply with the Act, forthwith to prepare and file with the Commission an
appropriate amendment or supplement to the Prospectus so that the
statements in the Prospectus, as so amended or supplemented, will not in
the light of the circumstances under which they are made, be misleading, or
so that the Prospectus will comply with the Act.

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<PAGE>

(g) Prior to any public offering of the Securities, to
cooperate with the Underwriters and counsel for the Underwriters in
connection with the registration or qualification of the Securities for
offer and sale by the Underwriters and by dealers under the state
securities or Blue Sky laws of such jurisdictions as the Underwriters may
reasonably request, to continue such qualification in effect so long as
required for distribution of the Securities and to file such consents to
service of process or other documents as may be necessary in order to
effect such registration or qualification; PROVIDED that, in connection
therewith, the Company shall not be required to file as a foreign
corporation or to file a general consent to service of process, or to take
any action which would subject it to a general service of process, in any
jurisdiction where it is not now so subject.

(h) To mail and make generally available to its securityholders
as soon as it is practicable to do so, but in any event not later than 15
months after the effective date of the Registration Statement, an earnings
statement (which need not be audited) in reasonable detail, covering a
period of at least twelve consecutive months commencing no later than 90
days after the effective date of the Registration Statement which shall
satisfy the provisions of Section 11(a) and Rule 158 of the Act, and to
advise the Underwriters in writing when such statement has been so made
available.

(i) During the period of five years after the date of this
Agreement, (i) to mail as soon as reasonably practicable after the end of
each fiscal year to the record holders of the Senior Notes, the Senior
Subordinated Notes and the Warrants, a financial report of the Company and
its Subsidiaries (as defined herein) on a consolidated basis, all such
financial reports to include a consolidated balance sheet, a consolidated
statement of operations, a consolidated statement of cash flows and a
consolidated statement of shareholders' equity as of the end of and for
such fiscal year, together with comparable information as of the end of and
for the preceding year, certified by independent certified public
accountants, and (ii) to mail and make generally available as soon as
practicable after the end of each quarterly period (except for the last
quarterly period of each fiscal year) to such holders, a consolidated
balance sheet, a consolidated statement of operations and a consolidated
statement of cash flows as of the end of and for such period, and for the
period from the beginning of such year to the close of such quarterly
period, together with comparable information for the corresponding periods
of the preceding year.

(j) During the period referred to in paragraph (i) above, to
furnish to each of the Underwriters as soon as available a copy of each
report or other publicly available information of the Company mailed to the
holders of securities of the Company or filed with the Commission and such
other publicly

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<PAGE>

available information concerning the Company and its Subsidiaries as the
Underwriters may reasonably request.

(k) To pay all costs, expenses, fees and taxes incident to
(i) the preparation, printing, filing and distribution under the Act of the
Registration Statement (including financial statements and exhibits), each
preliminary prospectus and all amendments and supplements to any of them
prior to or during the period specified in paragraph (e) above, (ii) the
printing and delivery of the Prospectus and all amendments or supplements
to it during the period specified in paragraph (e) above, (iii) the
preparation, printing and delivery of the Operative Documents and the
filing of the Indentures under the Trust Indenture Act, as amended (the
"Trust Indenture Act"), (iv) the registration or qualification of the
Securities for offer and sale under the securities or Blue Sky laws of the
several states (including in each case the fees and disbursements of
counsel for the Underwriters relating to such registration or qualification
and memoranda relating thereto (it being hereby agreed that such fees are
to be paid on the Closing Date in next day funds), (v) filings with the
National Association of Securities Dealers, Inc. (the "NASD") in connection
with the offering, (vi) creating and perfecting a security interest in the
Collateral in favor of the Collateral Agent pursuant to the Pledge
Agreement and (vii) furnishing such copies of the Registration Statement,
the Prospectus and all amendments and supplements thereto as may be
requested for use in connection with the offering or sale of the Securities
by the Underwriters or by dealers to whom Securities may be sold.

(l) To use its best efforts to do and perform all things
required or necessary to be done and performed under this Agreement by the
Company prior to the Closing Date and to satisfy all conditions precedent
to the delivery of the Securities.

(m) To use the net proceeds received from the sale of the
Securities in the manner specified in the Prospectus under the heading "Use
of Proceeds," including executing an Escrow Deposit Agreement substantially
in the form heretofore provided by the Underwriters (the "Escrow
Agreement") and depositing the funds contemplated thereby with the Agent
thereunder for the purposes described therein.

(n) During the period when the Prospectus is required to be
delivered under the Act, to file promptly all documents required to be
filed with the Commission pursuant to Section 13, 14 or 15 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission thereunder, subsequent to the time the Registration
Statement becomes effective.

-6-
<PAGE>

(o) If the Company has elected to rely upon Rule 430A under the
Act, to take such steps as it deems necessary to ascertain promptly whether
the form of prospectus transmitted for filing under Rule 424(b) under the
Act was received for filing by the Commission and, in the event that it was
not, to promptly file such prospectus.

(p) Except as contemplated by this Agreement, prior to the
expiration of 90 days after the date of the Prospectus, not to issue, offer
to sell, grant any option for the sale of, or otherwise dispose of any debt
securities of the Company, Shares or securities convertible, exercisable or
exchangeable into Shares in a public offering (including any offering under
Rule 144A under the Act), other than with the Underwriters' written
consent.

6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Underwriters that:

(a) (i) The Registration Statement and any amendments thereto
complied as of their respective dates, as of the date hereof comply and on
the Closing Date will comply, in all material respects, with the provisions
of the Act and will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading; (ii) the Prospectus and any
supplements thereto will not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that the representations and warranties
contained in this paragraph shall not apply to (A) statements or omissions
in the Registration Statement or the Prospectus (or any supplement or
amendment to them) based upon information relating to the Underwriters
furnished to the Company in writing by the Underwriters specifically for
use therein or (B) that part of the Registration Statement that constitutes
the respective statements of eligibility and qualification (Form T-1) of
the Trustees under the Trust Indenture Act; and (iii) the Commission has
not issued an order preventing or suspending the use of any preliminary
prospectus relating to the offering of the Securities nor instituted
proceedings for that purpose.

(b) Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the Act, complied when so
filed in all material respects with the provisions of the Act.

(c) The Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the State of Florida
and has the corporate power and authority to carry on its business as
described in the

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<PAGE>

Prospectus and to own, lease and operate its properties; the Company is
duly qualified and in good standing as a foreign corporation authorized to
do business in each jurisdiction in which the nature of its business or its
ownership or leasing of property requires such qualification, except where
the failure to be so qualified would not have a material adverse effect on
the condition (financial or otherwise), earnings or business affairs of the
Company and its Subsidiaries (as defined in paragraph (d) below),
considered as one enterprise.

(d) Each corporation at least 50% of whose securities having
ordinary voting power (other than securities having such voting power only
by reason of the happening of a contingency) are directly or indirectly
owned by the Company, and each partnership or joint venture (a
"partnership") at least 50% of the equity ownership of which is directly or
indirectly owned by the Company, or of which the Company directly or
indirectly controls the controlling general partner, whether in the form of
a general, special or limited partnership (each such corporation or other
entity, a "Subsidiary") has been duly incorporated (in the case of
corporate Subsidiaries) or duly formed (in the case of partnership
Subsidiaries) and is validly existing as a corporation in good standing or
is validly existing as a partnership, as the case may be, under the laws of
its jurisdiction of organization, with the corporate power or partnership
power, as the case may be, and authority to own, lease and operate its
properties and conduct its business as described in the Prospectus and each
is duly qualified to do business as a foreign corporation in good standing
or as a foreign partnership, as the case may be, in each jurisdiction in
which such qualification is required, whether by reason of the ownership or
leasing of property or conduct of business, except where the failure to be
so qualified or be in good standing would not have a material adverse
effect on the condition (financial or otherwise), earnings or business
affairs of the Company and its Subsidiaries, considered as one enterprise.

(e) The Company has all requisite corporate power and authority
to execute, deliver and perform its obligations under this Agreement, the
Indentures and the other Operative Documents and to issue, sell and deliver
the Securities to the Underwriters as provided herein.

(f) The authorized, issued and outstanding capital stock of the
Company has been duly and validly authorized and issued, is fully paid and
nonassessable and was not issued in violation of or subject to any
preemptive or similar rights. The Company had, at the date of the
Prospectus, an authorized and outstanding capitalization as set forth in
the Registration Statement and the Prospectus.

(g) All of the issued and outstanding shares of capital stock
of each of the Company's corporate Subsidiaries have been duly authorized
and are

-8-
<PAGE>

fully paid and non-assessable and all such shares and each of the equity
interests in the Company's partnership Subsidiaries are validly issued and,
except for a 10% equity interest of South Charleston Stamping &
Manufacturing Company and directors' qualifying shares of American Country
Insurance Company, are owned by the Company directly or through one or more
Subsidiaries of the Company, free and clear of any security interest,
charge, claim, lien, encumbrance or adverse interest of any nature, except
for the security interests created by the Operative Documents, and no
options, warrants or other rights to purchase, agreements or other
obligations to issue or other rights to convert any obligations into shares
of capital stock or ownership interests in the Subsidiaries are outstanding
except for those created by the Operative Documents.

(h) The Notes have been duly authorized and, when executed and
authenticated in accordance with the provisions of the applicable Indenture
and delivered to the Underwriters against payment therefor as provided by
this Agreement, will be entitled to the benefits of the applicable
Indenture and will be valid and binding obligations of the Company,
enforceable in accordance with their terms except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by equitable principles
of general applicability.

(i) The Warrant Agreement has been duly authorized by the
Company and, when duly executed and delivered by the Company and the
Warrant Agent, will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and
(ii) the availability of equitable remedies may be limited by equitable
principles of general applicability. The Warrant Agreement conforms in all
material respects to the description thereof contained in the Prospectus.

(j) The Warrants have been duly authorized by the Company and,
when duly executed, issued and delivered by the Company and duly
countersigned by the Warrant Agent in the manner provided for in the
Warrant Agreement and delivered to the Underwriters against payment
therefor as provided in this Agreement, will constitute valid and binding
obligations of the Company, entitled to the benefits of the Warrant
Agreement and enforceable against the Company in accordance with their
terms, except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (ii) the availability of equitable remedies may be limited by
equitable principles of general applicability. The Warrants and the Shares

-9-
<PAGE>

conform in all material respects to the descriptions thereof contained in
the Prospectus.

(k) The Company has duly reserved such number of authorized and
unissued Shares deliverable upon exercise of the Warrants as is sufficient
to permit the exercise in full of the Warrants. All Shares issued upon
exercise of the Warrants, when issued in accordance with the Warrant
Agreement, will be duly authorized, validly issued, fully paid and non-
assessable and free of preemptive rights, and none of such Shares will be
subject to any pledge, lien, security interest, charge, claim, equity or
encumbrance of any kind.

(l) The Pledge Agreement has been duly authorized and, when
executed and delivered by the Company, the Senior Note Trustee and the
Collateral Agent, will constitute a valid and legally binding instrument,
enforceable in accordance with its terms except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) the availability of equitable remedies
may be limited by equitable principles of general applicability; the
Company is the sole beneficial owner of the Collateral and no Lien (as
defined in the Senior Note Indenture) exists upon such Collateral (and no
right or option to acquire the same exists in favor of any other person or
entity), except for the pledge and security interest in favor of the
Collateral Agent for the benefit of the holders of the Senior Notes and the
lenders under the New Credit Facility to be created or provided for in the
Pledge Agreement, which pledge and security interest constitutes a first
priority perfected pledge and security interest in and to all of the
Collateral.

(m) This Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding agreement of
the Company, enforceable in accordance with its terms, except as (i) the
enforceability hereof may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally; (ii) the availability of
equitable remedies may be limited by equitable principles of general
applicability; and (iii) rights to indemnity and contribution hereunder may
be limited by applicable law.

(n) The Indentures have been duly qualified under the Trust
Indenture Act of 1939, as amended, have been duly authorized, and, when
executed and delivered by the Company, will be valid and binding agreements
of the Company, enforceable in accordance with their terms, except as
(i) the enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii) rights of
acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability.

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<PAGE>

(o) The Notes conform in all material respects to the
descriptions thereof contained in the Prospectus.

(p) Neither the Company nor any of its Subsidiaries is in
violation of its charter or governing document, as the case may be, or its
by-laws (if any) or in default in the performance of any obligation,
agreement or condition contained in any bond, debenture, note or any other
evidence of indebtedness or in any other agreement, indenture or instrument
material to the conduct of the business of the Company and its
Subsidiaries, considered as one enterprise, to which the Company or any of
its Subsidiaries is a party, or by which it or any of its Subsidiaries or
their respective property is bound except for defaults for which waivers,
consents or agreement modifications have been obtained.

(q) The execution, delivery and performance of the Operative
Documents by the Company, the compliance by the Company with all the
provisions hereof and thereof and the consummation of the transactions
contemplated hereby and thereby (i) will not require any consent, approval,
authorization or other order of any federal, state, foreign or other court,
regulatory body, administrative agency or other governmental body or
authority (except such as may be required under the Act, the securities or
Blue Sky laws of the various states or the by-laws of the NASD) or, if so
required, all such consents, approvals, authorizations and orders, have
been obtained and are in full force and effect, (ii) will not conflict with
or constitute a breach of any of the terms or provisions of, or a default
under, the charter or governing documents, as the case may be, or by-laws
(if any) of the Company or any of its Subsidiaries, or any material
agreement, indenture or other instrument to which it or any of them is a
party or by which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries or their respective assets or
property is bound or (iii) violate or conflict with any laws,
administrative regulations or rulings or court decrees applicable to the
Company, any of its Subsidiaries or their respective property.

(r) There are no legal or governmental proceedings pending to
which the Company or any of its Subsidiaries is a party or of which any of
their respective property is the subject that are required to be described
in the Registration Statement and are not so described, and, to the best of
the Company's knowledge, no such proceedings are threatened or
contemplated. No contract or document of a character required to be
described in the Registration Statement or the Prospectus or to be filed as
an exhibit to the Registration Statement is not so described or filed as
required.

(s) Neither the Company nor any of its Subsidiaries has
violated any foreign, federal, state or local law or regulation relating to
the protection of human health and safety, the environment or hazardous or
toxic substances or

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<PAGE>

wastes, pollutants or contaminants, nor any federal or state law relating
to discrimination in the hiring, promotion or pay of employees nor any
applicable federal or state wages and hours laws, nor any provisions of the
Employee Retirement Income Security Act or the rules and regulations
promulgated thereunder except where any such violations would not, singly
or in the aggregate, have a material adverse effect on the condition
(financial or otherwise), earnings or business affairs of the Company and
its Subsidiaries, considered as one enterprise.

(t) The Company and each of its Subsidiaries has good and
marketable title, free and clear of all liens, claims, encumbrances and
restrictions except for the security interests created by the Operative
Documents and except liens for taxes not yet due and payable and other
liens not material to the condition (financial or otherwise), earnings or
business affairs of the Company and its Subsidiaries, considered as one
enterprise, to all property and assets described in the Registration
Statement as being owned by the Company or its Subsidiaries or by any of
the Company's predecessors. All leases to which the Company or any of its
Subsidiaries is a party are valid and binding and no default has occurred
or is continuing thereunder, except for defaults that will not result in
any material adverse change in the condition (financial or otherwise),
earnings or business affairs of the Company and its Subsidiaries,
considered as one enterprise, and the Company and its Subsidiaries enjoy
peaceful and undisturbed possession under all such leases to which any of
them is a party as lessee or an assignee of a lessee with such exceptions
as do not materially interfere with the use made of such leased property by
the Company or its Subsidiaries.

(u) The Company and its Subsidiaries have in effect with
insurers of recognized financial responsibility insurance against such
losses and risks and in amounts the Company reasonably believes are
adequate in light of the business conducted by the Company and its
Subsidiaries and the properties owned by them.

(v) Ernst & Young, who have certified certain of the financial
statements filed with the Commission as part of the Registration Statement,
are independent public accountants with respect to the Company as required
by the Act.

(w) The financial statements, together with related schedules
and notes, forming part of the Registration Statement and the Prospectus
(and any amendment or supplement thereto), present fairly the consolidated
financial position, results of operations and changes in financial position
of the Company and its Subsidiaries on the basis stated in the Registration
Statement and the Prospectus (and any amendment or supplement thereto) at
the respective dates or for the respective periods to which they apply;
such statements and related

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<PAGE>

schedules and notes have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved, except as disclosed therein; and the other financial and
statistical information and data set forth in the Registration Statement
and the Prospectus (and any amendment or supplement thereto) is, in all
material respects, accurately presented and prepared on a basis consistent
with such financial statements and the books and records of the Company.
The other financial information included in the Prospectus presents fairly
the information shown therein, has been prepared in accordance with the
Commission's rules and regulations with respect thereto, and, in the
opinion of the Company, the assumptions used in the preparation thereof are
reasonable and the adjustments used therein are appropriate to give effect
to the transactions or circumstances referred to therein.

(x) The Company and each of its Subsidiaries have such permits,
licenses, franchises, trademarks and authorizations of governmental or
regulatory authorities ("Permits") as are necessary to own, lease and
operate their respective properties and to conduct their respective
businesses in the manner described in the Prospectus; the Company and each
of its Subsidiaries have fulfilled and performed all of their material
obligations with respect to Permits and no event has occurred which allows,
or after notice or lapse of time would allow, revocation or termination
thereof or result in any other material impairment of the rights of the
holder of any Permit, except for any such impairments which would not,
singly or in the aggregate, have a materially adverse effect on the
condition (financial or otherwise), earnings or business affairs of the
Company and its Subsidiaries, considered as one enterprise; and, except as
described in the Prospectus, the Permits contain no restrictions that are
materially burdensome to the Company or any of its Subsidiaries, considered
as one enterprise.

(y) Since the respective dates as of which information is given
in the Registration Statement and the Prospectus, except as otherwise
stated therein or contemplated thereby, there has not been (i) any material
adverse change in the condition (financial or otherwise), earnings or
business affairs of the Company and its Subsidiaries, considered as one
enterprise, whether or not arising in the ordinary course of business,
(ii) any transaction entered into by the Company or any of its
Subsidiaries, other than in the ordinary course of business, that could
have a material adverse effect on the condition (financial or otherwise),
earnings or business affairs of the Company and its Subsidiaries,
considered as one enterprise, or (iii) any dividend or distribution of any
kind declared, paid or made by the Company on the Shares. The Company and
its subsidiaries have no material contingent obligations which are not
disclosed in the Registration Statement, as it may be amended or
supplemented.

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<PAGE>

(z) Each of the Company and its Subsidiaries owns or possesses,
or can acquire on reasonable terms, adequate patents, patent rights,
licenses, inventions, copyrights, know-how (including trade secrets and
other patented and/or unpatented proprietary or confidential information,
systems or procedures), trademarks, service marks and trade names
(collectively, "Intellectual Property") presently employed by them in
connection with the business now operated by them, except where the failure
to own or possess or have the ability to acquire any such Intellectual
Property would not have a material adverse effect on the condition
(financial or otherwise), earnings or business affairs of the Company and
its Subsidiaries, considered as one enterprise, and neither the Company nor
any of its Subsidiaries has received any notice of infringement of or
conflict with asserted rights of others with respect to any of the
foregoing that, individually or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in any material
adverse change in the condition (financial or otherwise), earnings or
business affairs of the Company and its Subsidiaries, considered as one
enterprise.

(aa) No labor disturbance, strike or slowdown exists with the
employees of the Company or any of its Subsidiaries or to its knowledge is
imminent, which, individually or in the aggregate, has or would have a
material adverse effect on the condition (financial or otherwise), earnings
or business affairs of the Company and its Subsidiaries, considered as one
enterprise.

(bb) The Company and its Subsidiaries each have filed all
federal, state and foreign income or other tax returns which have been
required to be filed and have paid all taxes indicated by said returns to
be due and all assessments received by them or any of them to the extent
such taxes have become due and are not being contested in good faith (with
proper reserves in accordance with generally accepted accounting principles
for any such taxes being so contested).

(cc) The Company and its Subsidiaries each maintain a system of
internal accounting controls sufficient to provide reasonable assurances
that (i) transactions are executed in accordance with management's general
or specific authorization; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with United States
generally accepted accounting principles and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
difference.

(dd) The Company is, and immediately after the Closing Date and
the application of the proceeds of the offering of the Securities as
described under

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<PAGE>

the caption "Use of Proceeds" in the Registration Statement and the
Prospectus will be, Solvent. As used herein, the term "Solvent" means,
with respect to the Company on a particular date, that on such date (i) the
fair market value of the assets of the Company is greater than the total
amount of liabilities (including contingent liabilities) of the Company,
(ii) the present fair salable value of the assets of the Company is greater
than the amount that will be required to pay the probable liabilities of
the Company on its debts as they become absolute and matured, (iii) the
Company is able to realize upon its assets and pay its debts and other
liabilities, including contingent obligations, as they mature and (iv) the
Company does not have unreasonably small capital.

(ee) The Company is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

(ff) No holder of any security of the Company has any right to
have any Shares or other securities of the Company included in the
Registration Statement or any right, as a result of the filing of the
Registration Statement, to require registration of any Shares or any other
security of the Company under the Act.

(gg) The Company has delivered to the Underwriters a true and
correct executed copy of the loan and security agreement and the related
documents between the Company and NBD Bank, N.A. concerning a five-year
term loan facility of $50 million and a five-year revolving credit facility
of up to $95 million entered into concurrently with the execution of this
Agreement, including the related agreements which appear as exhibits
thereto, and all schedules thereto (collectively, the "New Credit
Facility"). Each such document has been duly and validly authorized by the
Company, and when duly executed and delivered by the Company (assuming due
execution and delivery thereof by the other parties thereto), will be a
legal, valid and binding obligation of the Company, enforceable in
accordance with its terms, except (i) as the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditor's
rights generally and (ii) that the availability of equitable remedies may
be limited by equitable principles of general applicability. There shall
exist at and as of the Closing Date (after giving effect to the
transactions contemplated by this Agreement and the other Operative
Documents) no conditions that would constitute a default (or an event that
with notice or the lapse of time, or both, would constitute a default)
under the Indentures, the New Credit Facility or any other indebtedness of
the Company. The New Credit Facility, when executed and delivered, will
conform in all material respects to the description thereof in the
Prospectus and Registration Statement.

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<PAGE>

(hh) The Company and its affiliates do not do business with the
government of Cuba or with any person or affiliate located in Cuba.

(ii) There are no business relationships or related-party
transactions of the nature described in Item 404 of Regulation S-K
involving the Company or any of its Subsidiaries and any person described
in such Item that are required to be disclosed in the Prospectus and which
have not been so disclosed.

7. INDEMNIFICATION. (a) The Company agrees to indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of the Act against any losses, claims, damages or liabilities
to which such Underwriter or such controlling person may become subject under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any preliminary prospectus, the
Prospectus, or any amendment or supplement thereto or (ii) the omission or
alleged omission to state (A) with respect to the Prospectus or any amendment or
supplement thereto, a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading and (B) with respect to the Registration Statement or
any amendment or supplement thereto, a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter and each such controlling person for any legal or
other expenses reasonably incurred by such Underwriter or such controlling
person in connection with investigating or defending any such loss, claim,
damage, liability, action or proceeding; PROVIDED, however, that the Company
will not be liable to an Underwriter or such controlling person of that
Underwriter in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement, or alleged untrue
statement, or omission or alleged omission made in the Registration Statement,
any preliminary prospectus, the Prospectus, or such amendment or supplement, in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter specifically for use in the preparation thereof; and
FURTHER PROVIDED that such indemnity with respect to any preliminary prospectus
shall not inure to the benefit of any Underwriter or controlling person of such
Underwriter, if the person asserting any such loss, claim, damage or liability
did not receive a copy of the Prospectus (or the Prospectus, as amended or
supplemented) at or prior to the written confirmation of the sale of such
Securities by such Underwriter to such person where such delivery of the
Prospectus (or the Prospectus, as amended or supplemented) is required by the
Act, unless such failure to deliver was a result of its failure to deliver the
Prospectus to such Underwriter, and if the untrue statement or omission of a
material fact contained in such preliminary prospectus was corrected in the
Prospectus (or the Prospectus, as amended or supplemented). This indemnity
agreement is in addition to any liability which the Company may otherwise have.

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<PAGE>

(b) The Underwriters agree, severally and not jointly, that
they will indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed the Registration Statement and each person, if
any, who controls the Company within the meaning of the Act, against any losses,
claims, damages or liabilities to which the Company or any such director,
officer, or controlling person may become subject under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendment or supplement thereto, or (ii) the omission or the alleged omission to
state (A) with respect to the Prospectus or any amendment or supplement thereto,
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading and (B) with respect to the Registration Statement or any
amendment or supplement thereto, a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
any legal or other expenses reasonably incurred by the Company or any such
director, officer, or controlling person in connection with investigating or
defending any such loss, claim, damage, liability, action or proceeding;
PROVIDED, however, that an Underwriter will be liable in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission has been made in the Registration
Statement, any preliminary prospectus, the Prospectus or such amendment or
supplement, in reliance upon and in conformity with written information
furnished to the Company by or through such Underwriter specifically for use in
the preparation thereof. This indemnity agreement is in addition to any
liability which the Underwriters may otherwise have.

(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to this Section 7, such person (the
"Indemnified Party") shall promptly notify the person against whom such
indemnity may be sought (the "Indemnifying Party") in writing. No
indemnification provided for in Section 7(a) or (b) shall be available to any
party who shall fail to give notice as provided in this Section 7(c) if the
party to whom notice was not given was unaware of the proceeding to which such
notice would have related and was materially prejudiced by failure to give such
notice, but the failure to give such notice shall not relieve the Indemnifying
Party or Parties from any liability which it or they may have to the Indemnified
Party for contribution or otherwise than on account of the provisions of Section
7(a) or (b). In case any such proceeding shall be brought against any
Indemnified Party and it shall notify the Indemnifying Party of the commencement
thereof, the Indemnifying Party shall be entitled to participate therein and, to
the extent that it shall wish, jointly with any other Indemnifying Party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such Indemnified Party and shall pay as incurred the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any Indemnified Party shall have the

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<PAGE>

right to retain its own counsel at its own expense. Notwithstanding the
foregoing, the Indemnifying Party shall pay as incurred the fees and expenses of
the counsel retained by the Indemnified Party in the event (i) the Indemnifying
Party and the Indemnified Party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the Indemnifying Party and the Indemnified Party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that unless representation of more than one Indemnified Party by the same
counsel would be inappropriate due to actual or potential differing interests
between them, the Indemnifying Party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm for all such
Indemnified Parties. Such firm shall be designated in writing by the
Underwriters in the case of parties indemnified pursuant to Section 7(a) and by
the Company in the case of parties indemnified pursuant to Section 7(b). The
Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its written consent but if settled with such consent or if
there be a final judgment for the plaintiff, the Indemnifying Party agrees to
indemnify the Indemnified Party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an Indemnified Party shall have requested an Indemnifying Party to
reimburse the Indemnified Party for fees and expenses of counsel as contemplated
by the fifth sentence of this paragraph, the Indemnifying Party agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than [30][60]
business days after receipt by such Indemnifying Party of the aforesaid request
and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party
in accordance with such request prior to the date of such settlement [other than
with respect to requests for reimbursement of an Indemnified Party contested in
good faith] [the Company requests either 60 days above or this language here].
No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending or threatened proceeding
in respect of which any Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party, unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such proceeding.

(d) If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an Indemnified Party under
Section 7(a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each Indemnifying Party shall contribute to the amount paid or payable by
such Indemnified Party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Securities.
If,

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<PAGE>

however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the Indemnified Party failed to give the
notice required under Section 7(c) above, then each Indemnifying Party shall
contribute to such amount paid or payable by such Indemnified Party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and the Underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by the Underwriters,
in each case as set forth in the table on the cover page of the Prospectus. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company on the one hand or the Underwriters on the other and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

The Company and the Underwriters agree that it would not be just
and equitable if contributions pursuant to this Section 7(d) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this Section 7(d).
The amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
referred to above in this Section 7(d) shall be deemed to include any legal or
other expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), (i) no Underwriter shall be required to
contribute any amount in excess of the underwriting discounts and commissions
applicable to the Securities purchased by such Underwriter and (ii) no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.

(e) In any proceeding relating to the Registration Statement,
any preliminary prospectus, the Prospectus or any supplement or amendment
thereto, each party against whom contribution may be sought under this Section 7
hereby consents to the jurisdiction of any court having jurisdiction over any
other contributing party, agrees that process issuing from such court may be
served upon him or it by any other contributing party and consents to the
service of such process and agrees that any other contributing party may join
him or it as an additional defendant in any such proceeding in which such other
contributing party is a party.

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<PAGE>

8. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the
Underwriters to purchase the Securities under this Agreement are subject to the
satisfaction of each of the following conditions:

(a) All of the representations and warranties of the Company
contained in this Agreement shall be true and correct on the Closing Date
with the same force and effect as if made on and as of the Closing Date.

(b) The Registration Statement shall have become effective (or
if a post-effective amendment is required to be filed pursuant to Rule 430A
under the Act, such post-effective amendment shall have become effective)
not later than 5:00 P.M., New York City time, on the date of this Agreement
or at such later date and time as the Underwriters may approve in writing,
and at the Closing Date no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been commenced or shall be pending before or
contemplated by the Commission.

(c) Subsequent to the execution and delivery of this Agreement
and prior to the Closing Date, there shall not have been any downgrading,
nor shall any notice have been given of any intended or potential
downgrading or of any review for a possible change that does not indicate
the direction of the possible change, in the rating accorded any of its
securities by any "nationally recognized statistical rating organization,"
as such term is defined for purposes of Rule 436(g)(2) under the Act.

(d) (i) Since the date of the latest balance sheet included in
the Registration Statement and the Prospectus, there shall not have been
any material adverse change, or any development involving a prospective
material adverse change, in the condition, financial or otherwise, or in
the earnings, affairs or business prospects, whether or not arising in the
ordinary course of business, of the Company and its Subsidiaries,
considered as one enterprise, (ii) since the date of the latest balance
sheet included in the Registration Statement and the Prospectus, there
shall not have been any change, or any development involving a prospective
material adverse change, in the capital stock or in the long-term debt of
the Company from that set forth in the Registration Statement and
Prospectus and (iii) the Company and its Subsidiaries shall not have any
liability or obligation, direct or contingent, which is material to the
condition (financial or otherwise), earnings or business affairs of the
Company and its Subsidiaries, considered as one enterprise, other than
those reflected in the Registration Statement and the Prospectus.

(e) The Underwriters shall have received on the Closing Date an
opinion (satisfactory to the Underwriters and counsel for the
Underwriters), dated

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<PAGE>

the Closing Date, of Hutton, Ingram, Yuzek, Gainen, Carroll & Bertolotti,
counsel for the Company, to the effect that:

(i) The Company and each corporate Subsidiary of the
Company listed on Schedule II hereto have been duly incorporated and
are validly existing as corporations in good standing under the laws
of their respective jurisdictions of incorporation, and each of its
partnership Subsidiaries listed on Schedule II hereto is validly
existing as a general or limited partnership under the laws of its
jurisdiction of organization (each Subsidiary listed on Schedule II
hereto, a "Significant Subsidiary"), and each has the corporate power
or partnership power, as the case may be, and authority required to
carry on its business as described in the Prospectus and to own and
lease its properties;

(ii) The Company has all requisite corporate power and
authority to execute, deliver and perform its obligations under this
Agreement and the other Operative Documents. The Company has the
requisite corporate power and authority to issue, sell and deliver the
Securities to the Underwriters as provided herein;

(iii) Each of the Company and its Significant Subsidiaries
is duly qualified and in good standing as a foreign corporation or as
a foreign partnership, as the case may be, authorized to do business
in each jurisdiction in which the nature of its business or its
ownership or leasing of property requires such qualification, except
where the failure to be so qualified would not have a material adverse
effect on the Company and its Subsidiaries, considered as one
enterprise;

(iv) The authorized, issued and outstanding capital stock
of the Company has been duly and validly authorized and issued, is
fully paid and nonassessable and was not issued in violation of or
subject to any preemeptive or similar rights. The Company had, at the
date of the Prospectus, an authorized and outstanding capitalization
as set forth in the Registration Statement and the Prospectus;

(v) All of the issued and outstanding shares of capital
stock of each of the Company's corporate Significant Subsidiaries have
been duly and validly authorized and are fully paid and non-assessable
and to the knowledge of such counsel all such shares and each of the
equity interests in the Company's partnership Significant Subsidiaries
are validly issued and, except for a 10% equity interest of South
Charleston Stamping & Manufacturing Company and directors' qualifying
shares of American Country Insurance Company, are owned by the Company
free and clear of

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<PAGE>

any security interest, charge, claim, lien, encumbrance or adverse
interest of any nature except for the security interests created by
the Operative Documents, and no options, warrants or other rights to
purchase, agreements or other obligations to issue or other rights to
convert any obligations into any shares of capital stock or of
ownership interests in the Subsidiaries are outstanding except for
those created by the Operative Documents;

(vi) The execution, delivery and performance of this
Agreement and the other Operative Documents and the compliance by the
Company with all the provisions hereof and thereof and the
consummation of the transactions contemplated hereby and thereby
(including, without limitation, the issuance and sale of the
Securities), will not require any consent, approval, authorization or
other order of any court, regulatory body, administrative agency or
other governmental body (except such as may be required under the Act,
the securities or Blue Sky laws of the various states or the by-laws
of the NASD) or, if so required, all such consents, approvals,
authorizations and orders have been obtained and are in full force and
effect and will not conflict with or constitute a breach of any of the
terms or provisions of, or a default under, the charter or by-laws of
the Company or any of the Significant Subsidiaries, or assuming
application of the proceeds of the sale of the Securities and of the
initial borrowing under the New Credit Facility in accordance with the
section entitled "Use of Proceeds" in the Registration Statement, any
agreement, indenture or other instrument to which the Company or any
of the Significant Subsidiaries is a party or by which the Company or
any of the Significant Subsidiaries or any of their respective
properties is bound and which is listed on Schedule III hereto, which
schedule, according to a certificate of the Company dated as of the
date hereof, contains all agreements, indentures or instruments
material to the business of the Company, considered as one enterprise,
or violate or conflict with any material laws, administrative
regulations or rulings or court decrees applicable to the Company or
any of the Significant Subsidiaries or their respective properties;

(vii) The Indentures have been duly qualified under the
Trust Indenture Act of 1939, as amended, have been duly authorized,
executed and delivered by the Company and are valid and binding
agreements of the Company, enforceable in accordance with their terms
except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and
(b) rights of acceleration and the availability of equitable remedies
may be limited by equitable principles of general applicability;

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<PAGE>

(viii) The Notes have been duly authorized, and when
executed and authenticated in accordance with the provisions of the
applicable Indenture and delivered to the Underwriters against payment
therefor as provided by this Agreement, will be entitled to the
benefits of the applicable Indenture and will be valid and binding
obligations of the Company, enforceable in accordance with their
terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (b) rights of acceleration and the availability of
equitable remedies may be limited by equitable principles of general
applicability;

(ix) This Agreement has been duly authorized, executed
and delivered by the Company and constitutes a valid and binding
agreement of the Company, enforceable in accordance with its terms;

(x) The Warrant Agreement has been duly authorized,
executed and delivered by the Company and, assuming due authorization,
execution and delivery thereof by the Warrant Agent, constitutes a
valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (ii) the availability of
equitable remedies may be limited by equitable principles of general
applicability;

(xi) The Warrants have been duly authorized, executed,
issued and delivered by the Company and, assuming due countersignature
thereof by the Warrant Agent, the Warrants constitute valid and
binding obligations of the Company entitled to the benefits of the
Warrant Agreement and enforceable against the Company in accordance
with their terms, except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (ii) the availiability of equitable remedies may
be limited by equitable principles of general applicability;

(xii) All Shares issuable upon exercise of the Warrants
have been duly authorized and reserved for issuance upon such
exercise, and when issued and delivered upon such exercise in
accordance with the Warrant Agreement, will be duly authorized and
validly issued and will be fully paid and non-assessable; and none of
such shares are presently subject to preemptive rights of any
stockholder of the Company;

(xiii) The Company has duly and validly authorized,
executed and delivered the Pledge Agreement, and (assuming the due

-23-
<PAGE>

authorization, execution and delivery thereof by the Collateral Agent)
the Pledge Agreement is a legally valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditor's rights generally and
(ii) the availability of equitable remedies may be limited by
equitable principles of general applicability;

(xiv) The Pledge Agreement, together with delivery to the
Collateral Agent on the date hereof in pledge under the Pledge
Agreement of the certificates evidencing the Collateral, creates under
the Uniform Commercial Code of the State of New York (the "UCC") in
favor of the Senior Note Trustee for the benefit of the holders of the
Senior Notes, as security for the obligations of the Company under the
Senior Note Indenture, a valid and perfected security interest in all
of the Company's right, title and interest in the Collateral.
Assuming the Collateral Agent has taken delivery of the Collateral
under the Pledge Agreement in good faith and without notice of any
"adverse claim" (as defined in the UCC) in respect of any Collateral
under the UCC, such perfected security interest in favor of the Senior
Note Trustee under the Pledge Agreement in the Collateral has priority
over any conflicting consensual security interest therein except for
the security interest of the obligations under the New Credit Facility
which shall rank PARI PASSU with the security interest in favor of the
Senior Note Trustee;

(xv) The Registration Statement has become effective
under the Act, and such counsel does not know of the issuance of any
stop order suspending the effectiveness of the Registration Statement
by the Commission or of any proceedings for that purpose under the
Act;

(xvi) The statements in the Prospectus under "Risk Factors
- Impact of City Regulation and Expiration of Annual Limit on New
Medallion Insurance", "Business - Legal Proceedings", "Management -
Compensation Committee Interlocks and Insider Participation", "Certain
Relationships and Related Transactions", "Description of New Credit
Facility", "Description of Notes", "Description of Units",
"Description of Warrants", "Description of Capital Stock" and the
statements in Part II of the Registration Statement insofar as such
statements constitute a summary of legal matters, documents or
proceedings referred to therein, fairly present the information called
for with respect to such legal matters, documents and proceedings;

-24-
<PAGE>

(xvii) Such counsel does not know of any legal or
governmental proceeding to which the Company or any of its
Subsidiaries is a party or of which any of their respective property
is the subject which is required to be described in the Registration
Statement or the Prospectus and is not so described, or of any
contract or other document which is required to be described in the
Registration Statement or the Prospectus or is required to be filed as
an exhibit to the Registration Statement which is not described or
filed as required;

(xviii) The Company is not an "investment company" or a
company "controlled" by an "investment company" within the meaning of
the Investment Company Act of 1940, as amended;

(xix) To such counsel's actual knowledge, no holder of any
security of the Company has any right to have any Shares or other
securities of the Company included in the Registration Statement or
any right, as a result of the filing of the Registration Statement, to
require registration of any Shares or any other security of the
Company under the Act;

(xx) The Registration Statement, the Prospectus and each
supplement or amendment thereto (except for financial statements and
notes thereto and other financial and statistical data included
therein as to which no opinion need be expressed) appear on their face
to be appropriately responsive as to form in all material respects
with the Act; and

(xxi) To such counsel's actual knowledge, true and correct
copies of the New Credit Facility have been delivered to the
Underwriters. The Company has duly and validly authorized, executed
and delivered the New Credit Facility, and (assuming the due
authorization, execution and delivery thereof by the other parties
thereto) the New Credit Facility is the legally valid and binding
obligation of the Company, enforceable against the Company in
accordance with its terms, except as (i) the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting
creditor's rights generally and (ii) the availability of equitable
remedies may be limited by equitable principles of general
applicability.

Such counsel will state that it has not undertaken, except
as otherwise indicated in their opinion, to determine independently, and
does not assume any responsibility for, the accuracy or completeness of the
statements in the Registration Statement; however, such counsel has
participated in the preparation of the Registration Statement and the
Prospectus, including review and discussion of the contents thereof, and
nothing has come to the attention of such counsel that has caused it to
believe that the Registration Statement at the time the

-25-
<PAGE>

Registration Statement became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or that
the Prospectus or any amendment or supplement to the Prospectus, as of its
respective date and as of the Closing Date, contained or contains any
untrue statement of a material fact or omitted or omits to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading (it being
understood that such counsel need express no comment with respect to the
financial statements and the notes thereto and the financial schedules and
other financial data included in the Registration Statement or the
Prospectus).

In rendering such opinion, counsel may rely (A) as to
matters of fact, to the extent such counsel deems proper, on (1) the
representations and warranties of the Company set forth in this Agreement,
and (2) certificates of responsible officers of the Company and public
officials; and (B) upon an opinion or opinions, each dated the Closing
Date, of other counsel retained by them or the Company as to laws of any
jurisdiction other than the United States or the State of New York provided
that (1) each such local counsel is acceptable to the Underwriters, (2)
such reliance is expressly authorized by each opinion so relied upon and a
copy of each such opinion is delivered to the Underwriters and is, in form
and substance reasonably satisfactory to them and their counsel, and (3)
counsel shall state in their opinion that they believe that they and the
Underwriters are justified in relying thereon.

(f) The Underwriters shall have received on the Closing Date an
opinion, dated the Closing Date, of Fried, Frank, Harris, Shriver &
Jacobson, counsel for the Underwriters, as to the matters referred to in
clauses (vii), (viii), (ix), (x), (xi), (xii) and (xiii) of paragraph (e)
above and to the further effect that the statements in the Prospectus under
the captions "Description of Units," "Description of Warrants,"
"Description of Notes" and "Underwriting," insofar as such statements
constitute a summary of the documents referred to therein, fairly present
the information called for with respect to such documents.

Hutton, Ingram, Yuzek, Gainen, Carroll & Bertolotti and
Fried, Frank, Harris, Shriver & Jacobson may state their respective
opinion, insofar as it relates to matters involving the application of laws
other than the laws of the United States and jurisdictions in which they
are admitted, is made in reliance, to the extent specified in such opinion,
upon the opinion or opinions of Greenberg, Traurig, Hoffman, Lipoff, Rosen
& Quentel, P.A. as to matters concerning the laws of the State of Florida,
and an opinion or opinions (in form and substance satisfactory to
Underwriters' counsel) of other counsel acceptable to Underwriters'
counsel, admitted to practice in the governing jurisdiction, but is

-26-
<PAGE>

without independent check or verification except as specified, PROVIDED
that a copy of all such opinions shall be attached to such counsel's
opinion.

(g) The Underwriters shall have received at or prior to the
Closing Date from Fried, Frank, Harris, Shriver & Jacobson a memorandum or
survey, in form and substance satisfactory to the Underwriters, with
respect to the qualification for offering and sale by the Underwriters of
the Securities under the state securities or Blue Sky laws of such
jurisdictions as the Underwriters may reasonably have designated to the
Company.

(h) The Underwriters shall have received on the Closing Date a
certificate or certificates of the President and the Chief Financial
Officer of the Company to the effect that, as of the Closing Date, each of
them severally represents as follows:

(i) confirmation of the matters set forth in paragraphs
(a), (b), (c) and (d) of this Section 8.

(ii) He does not know of any litigation instituted or
threatened against the Company of a character required to be disclosed
in the Registration Statement which is not so disclosed; he does not
know of any material contract required to be filed as an exhibit to
the Registration Statement which is not so filed.

(iii) He has carefully examined the Registration Statement
and the Prospectus and, in his opinion, as of the effective date of
the Registration Statement, the statements contained in the
Registration Statement and the Prospectus were true and correct, and
such Registration Statement and Prospectus did not omit to state a
material fact required to be stated therein or necessary in order to
make the statements therein (A) with respect to the Prospectus or any
amendment or supplement thereto, in light of the circumstances under
which they were made, and (B) with respect to the Registration
Statement or any amendment or supplement thereto not misleading and,
in his opinion, since the effective date of the Registration
Statement, no event has occurred which should have been set forth in a
supplement to or an amendment of the Prospectus which has not been so
set forth in such supplement or amendment.

(i) The Underwriters shall have received a letter on and as of
the Closing Date, in form and substance satisfactory to the Underwriters,
from Ernst & Young, independent public accountants, with respect to the
financial statements and certain financial information contained in the
Registration Statement and the Prospectus and substantially in the form and
substance of the letter delivered to the Underwriters by Ernst & Young on
the date of this Agreement.

-27-
<PAGE>

(j) The Company shall not have failed at or prior to the
Closing Date to perform or comply with any of the agreements contained
herein and required to be performed or complied with by the Company at or
prior to the Closing Date.

(k) The Company shall have received all consents and approvals
required such that the execution, delivery and performance of the Operative
Documents will not conflict with or constitute a breach of any of the terms
or provisions of, or a default under any agreement filed as an Exhibit to
the Registration Statement.

(l) On the Closing Date, the Senior Note Trustee for the
benefit of the holders of the Senior Notes shall have a perfected security
interest in the Collateral to the extent provided in the Pledge Agreement,
and the Underwriters shall have received on the Closing Date an executed
copy of the Pledge Agreement.

If any of the conditions hereinabove provided for in this Section
8 shall not have been fulfilled when and as required by this Agreement to be
fulfilled, the obligations of the Underwriters hereunder may be terminated by
notifying the Company of such termination in writing or by telegram or telecopy
at or prior to the Closing Date.

In such event, the Company and the Underwriters shall not be
under any obligation to each other (except to the extent provided in Sections
5(k), 7, 10 or otherwise expressly provided herein).

9. EFFECTIVE DATE OF AGREEMENT AND TERMINATION. This Agreement
shall become effective when notification of the effectiveness of the
Registration Statement has been released by the Commission.

This Agreement may be terminated by the Underwriters (A) by
written notice to the Company at any time prior to the earlier of (i) the time
the Securities are released by the Underwriters for sale or (ii) 11:30 A.M. on
the first business day following the effectiveness of this Agreement; (B) at any
time prior to the Closing Date by the Underwriters by written notice to the
Company if any of the following has occurred: (i) since the respective dates as
of which information is given in the Registration Statement and the Prospectus,
any adverse change or development involving a prospective adverse change in the
condition, financial or otherwise, of the Company or any of its Subsidiaries,
considered as one enterprise, or the earnings, affairs, or business prospects of
the Company or its Subsidiaries, considered as one enterprise, whether or not
arising in the ordinary course of business, which would, in the judgment of the
Underwriters, make it impracticable to market the Securities on the terms and in
the manner contemplated in the Prospectus, (ii) any outbreak or escalation of
hostilities or other national or international calamity or crisis or change in
economic or political

-28-
<PAGE>

conditions or in the financial markets of the United States or elsewhere that,
in the judgment of the Underwriters, is material and adverse and would, in the
judgment of the Underwriters, make it impracticable to market the Securities on
the terms and in the manner contemplated in the Prospectus, (iii) the suspension
or material limitation of trading in securities on the New York Stock Exchange,
the American Stock Exchange or the NASDAQ National Market System or limitation
on prices for securities on any such exchange or National Market System,
(iv) the enactment, publication, decree or other promulgation of any federal or
state statute, regulation, rule or order of any court or other governmental
authority which in the opinion of the Underwriters materially and adversely
affects, or will materially and adversely affect, the business or operations of
the Company and its Subsidiaries, considered as one enterprise, (v) the
declaration of a banking moratorium by either federal or New York State
authorities or (vi) the taking of any action by any federal, state or local
government or agency in respect of its monetary or fiscal affairs which in the
opinion of the Underwriters has a material adverse effect on the financial
markets in the United States; or (C) as provided in Section 8 of this Agreement.

10. MISCELLANEOUS. Notices given pursuant to any provision of this
Agreement shall be addressed as follows:

(a) if to the Company, to International Controls Corp., 2016
North Pitcher Street, Kalamazoo, Michigan 49007, Attention: David R.
Markin, President and Chief Executive Officer; and

(b) if to the Underwriters, c/o Alex. Brown & Sons
Incorporated, 787 7th Avenue, New York, New York 10019, Attention: High
Yield Syndicate Department, or in any case to such other address as the
person to be notified may have requested in writing.

The respective indemnities, contribution agreements,
representations, warranties and other statements of the Company, its officers
and directors and of the Underwriters set forth in or made pursuant to this
Agreement shall remain operative and in full force and effect, and will survive
delivery of and payment for the Securities, regardless of (i) any investigation,
or statement as to the results thereof, made by or on behalf of the Underwriters
or by or on behalf of the Company, the officers or directors of the Company or
any controlling person of the Company, (ii) acceptance of the Securities and
payment for them hereunder and (iii) termination of this Agreement.

If this Agreement shall be terminated by the Underwriters because
of any failure or refusal on the part of the Company to comply with the terms or
to fulfill any of the conditions of this Agreement, the Company agrees to
reimburse the Underwriters for all out-of-pocket expenses (including the fees
and disbursements of counsel) reasonably incurred by them.

-29-
<PAGE>

Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the
Underwriters, any controlling persons referred to herein and their respective
successors and assigns, all as and to the extent provided in this Agreement, and
no other person shall acquire or have any right under or by virtue of this
Agreement. The term "successors and assigns" shall not include a purchaser of
any of the Securities from the Underwriters merely because of such purchase.

This Agreement shall be governed and construed in accordance with
the laws of the State of New York without giving effect to the conflicts of laws
principles thereof.

This Agreement may be signed in various counterparts which
together shall constitute one and the same instrument.

Please confirm that the foregoing correctly sets forth the
agreement between the Company and the Underwriters.

Very truly yours,

INTERNATIONAL CONTROLS CORP.

By:_____________________________
Name:
Title:

ALEX. BROWN & SONS INCORPORATED
SPP HAMBRO & CO.

By: ALEX. BROWN & SONS INCORPORATED

By:___________________________________
Name:
Title:

-30-
<PAGE>

SCHEDULE I

Senior Notes Units
------------ -------------

Alex. Brown & Sons Incorporated $

SPP Hambro & Co. $

I-1

<PAGE>

SCHEDULE II

SIGNIFICANT SUBSIDIARIES OF
INTERNATIONAL CONTROLS CORP.

Jurisdiction of
Company Name(1) Incorporation/Organization
- ------------ --------------------------

Checker Motors Corporation New Jersey
Checkers Motors Co., L.P. Delaware
American Country Insurance Company(2) Illinois
South Charleston Stamping & West Virginia
Manufacturing Company(3)
Great Dane Trailers, Inc. Georgia
Great Dane Trailers Nebraska, Inc. Nebraska
Great Dane Trailers Tennessee, Inc. Tennessee
Los Angeles Great Dane, Inc. Georgia

____________________
(1) The voting securities of each company whose name is indented are owned by
the company set forth immediately above whose name is not so indented.

(2) American Country Insurance Company ("Country") is 99.96% owned by Checker
Motor Co., L.P., and .04% owned by Country's directors.

(3) South Charleston Stamping and Manufacturing Company is 90% owned by Checker
Motors Corporation and 10% owned by a nominee of Executive Life Insurance
Company.

II-1

<PAGE>

SCHEDULE III

MATERIAL AGREEMENTS,
INDENTURES OR INSTRUMENTS

-III-

<PAGE>

EXHIBIT 4.3

INTERNATIONAL CONTROLS CORP.,

as Issuer

and

FIRST FIDELITY BANK, NATIONAL ASSOCIATION

as Trustee

_________________________

INDENTURE

Dated as of __________, 1994

_________________________

$165,000,000

__% Senior Secured Notes due 2002

<PAGE>

Reconciliation and tie between Trust Indenture Act of 1939
and Indenture, dated as of __________, 1994

Trust Indenture Indenture
Act Section Section
- ------------------ ------------------

Section 310(a)(1) . . . . . . . . . . . . . . . . . 608
(a)(2) . . . . . . . . . . . . . . . . . 608
(b) . . . . . . . . . . . . . . . . . 607, 609
Section 312(c) . . . . . . . . . . . . . . . . . 702
Section 314(a) . . . . . . . . . . . . . . . . . 704, 1020
(b) . . . . . . . . . . . . . . . . . 1205
(c)(1) . . . . . . . . . . . . . . . . . 103
(c)(2) . . . . . . . . . . . . . . . . . 103
(d) . . . . . . . . . . . . . . . . . 1204
(e) . . . . . . . . . . . . . . . . . 103
Section 315(b) . . . . . . . . . . . . . . . . . 601
Section 316(a)(last . . . . . . . . . . . . . . . . .
sentence) . . . . . . . . . . . . . . . . . 101 ("Outstanding")
(a)(1)(A) . . . . . . . . . . . . . . . . . 502, 512
(a)(1)(B) . . . . . . . . . . . . . . . . . 513
(b) . . . . . . . . . . . . . . . . . 508
(c) . . . . . . . . . . . . . . . . . 907
Section 317(a)(1) . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . 504
Section 318(a) . . . . . . . . . . . . . . . . . 108

_____________________
Note: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.

<PAGE>

TABLE OF CONTENTS

PAGE
----

PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION

Section 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 1
Acquired Indebtedness . . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . 2
Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Asset Sale. . . . . . . . . . . . . . . . . . . . . . . . . 2
Average Life to Stated Maturity . . . . . . . . . . . . . . 3
Bankruptcy Law. . . . . . . . . . . . . . . . . . . . . . . 3
Banks.. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors. . . . . . . . . . . . . . . . . . . . . 3
Board Resolution. . . . . . . . . . . . . . . . . . . . . . 3
Borrowing Base. . . . . . . . . . . . . . . . . . . . . . . 3
Business Day. . . . . . . . . . . . . . . . . . . . . . . . 3
Capital Lease Obligation. . . . . . . . . . . . . . . . . . 3
Capital Stock . . . . . . . . . . . . . . . . . . . . . . . 3
Change of Control . . . . . . . . . . . . . . . . . . . . . 4
Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Collateral. . . . . . . . . . . . . . . . . . . . . . . . . 4
Collateral Agent. . . . . . . . . . . . . . . . . . . . . . 5
Commission. . . . . . . . . . . . . . . . . . . . . . . . . 5
Company . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Company Request or Company Order. . . . . . . . . . . . . . 5
Consolidated Fixed Charge Coverage Ratio. . . . . . . . . . 5
Consolidated Income Tax Expense . . . . . . . . . . . . . . 5
Consolidated Interest Expense . . . . . . . . . . . . . . . 6
Consolidated Net Income (Loss). . . . . . . . . . . . . . . 6
Consolidated Net Worth. . . . . . . . . . . . . . . . . . . 6

_____________________
Note: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.

(i)

<PAGE>
PAGE
----

Consolidated Non-Cash Charges . . . . . . . . . . . . . . . 6
Consolidation . . . . . . . . . . . . . . . . . . . . . . . 7
Corporate Trust Office. . . . . . . . . . . . . . . . . . . 7
Default . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Disinterested Director. . . . . . . . . . . . . . . . . . . 7
Event of Default. . . . . . . . . . . . . . . . . . . . . . 7
Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . 7
Fair Market Value . . . . . . . . . . . . . . . . . . . . . 7
Generally Accepted Accounting Principles or GAAP. . . . . . 7
Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . 7
Guaranteed Debt . . . . . . . . . . . . . . . . . . . . . . 7
Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . 8
Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . 8
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . 9
Indenture Obligations . . . . . . . . . . . . . . . . . . . 9
Interest Payment Date . . . . . . . . . . . . . . . . . . . 9
Interest Rate Agreements. . . . . . . . . . . . . . . . . . 9
Investment. . . . . . . . . . . . . . . . . . . . . . . . . 9
Lien. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Material Subsidiary . . . . . . . . . . . . . . . . . . . . 9
Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . 10
Net Cash Proceeds . . . . . . . . . . . . . . . . . . . . . 10
New Credit Facility . . . . . . . . . . . . . . . . . . . . 10
Officers' Certificate . . . . . . . . . . . . . . . . . . . 11
Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . 11
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . 11
Pari Passu Indebtedness . . . . . . . . . . . . . . . . . . 12
Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . 12
Permitted Holders . . . . . . . . . . . . . . . . . . . . . 12
Permitted Indebtedness. . . . . . . . . . . . . . . . . . . 12
Permitted Investment. . . . . . . . . . . . . . . . . . . . 13
Permitted Liens . . . . . . . . . . . . . . . . . . . . . . 14
Permitted Subsidiary Indebtedness . . . . . . . . . . . . . 16
Person. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Pledge Agreement. . . . . . . . . . . . . . . . . . . . . . 16
Predecessor Security. . . . . . . . . . . . . . . . . . . . 16
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . 16
Prospectus. . . . . . . . . . . . . . . . . . . . . . . . . 16
Public Offering . . . . . . . . . . . . . . . . . . . . . . 16
Purchase Money Obligation . . . . . . . . . . . . . . . . . 16

(ii)
<PAGE>

PAGE
----

Qualified Capital Stock . . . . . . . . . . . . . . . . . . 17
Redeemable Capital Stock. . . . . . . . . . . . . . . . . . 17
Redemption Date . . . . . . . . . . . . . . . . . . . . . . 17
Redemption Price. . . . . . . . . . . . . . . . . . . . . . 17
Regular Record Date . . . . . . . . . . . . . . . . . . . . 17
Responsible Officer . . . . . . . . . . . . . . . . . . . . 17
Restricted Payment. . . . . . . . . . . . . . . . . . . . . 17
Securities. . . . . . . . . . . . . . . . . . . . . . . . . 17
Securities Act. . . . . . . . . . . . . . . . . . . . . . . 18
Security Register . . . . . . . . . . . . . . . . . . . . . 18
Security Registrar. . . . . . . . . . . . . . . . . . . . . 18
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . 18
Senior Subordinated Note Indenture. . . . . . . . . . . . . 18
Senior Subordinated Notes . . . . . . . . . . . . . . . . . 18
Special Record Date . . . . . . . . . . . . . . . . . . . . 18
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . 18
Subordinated Indebtedness . . . . . . . . . . . . . . . . . 18
Subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . 18
Temporary Cash Investments. . . . . . . . . . . . . . . . . 18
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . 19
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Voting Stock. . . . . . . . . . . . . . . . . . . . . . . . 19
Wholly Owned Subsidiary . . . . . . . . . . . . . . . . . . 19
Section 102. Other Definitions . . . . . . . . . . . . . . . . . . . . . 19
Section 103. Compliance Certificates and Opinions. . . . . . . . . . . . 20
Section 104. Form of Documents Delivered to Trustee. . . . . . . . . . . 21
Section 105. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . 21
Section 106. Notices, etc., to Trustee, the Company and
any Guarantor . . . . . . . . . . . . . . . . . . . . . . 22
Section 107. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . 23
Section 108. Conflict with Trust Indenture Act . . . . . . . . . . . . . 23
Section 109. Effect of Headings and Table of Contents. . . . . . . . . . 24
Section 110. Successors and Assigns. . . . . . . . . . . . . . . . . . . 24
Section 111. Separability Clause . . . . . . . . . . . . . . . . . . . . 24
Section 112. Benefits of Indenture . . . . . . . . . . . . . . . . . . . 24
Section 113. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . 24
Section 114. Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . 24
Section 115. Consent to Jurisdiction and Service of Process. . . . . . . 25

(iii)
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ARTICLE TWO

SECURITY FORMS

Section 201. Forms Generally . . . . . . . . . . . . . . . . . . . . . . 25
Section 202. Form of Face of Security. . . . . . . . . . . . . . . . . . 26
Section 203. Form of Reverse of Security . . . . . . . . . . . . . . . . 29
Section 204. Form of Trustee's Certificate of Authentication . . . . . . 32

ARTICLE THREE

THE SECURITIES

Section 301. Title and Terms . . . . . . . . . . . . . . . . . . . . . . 33
Section 302. Denominations . . . . . . . . . . . . . . . . . . . . . . . 33
Section 303. Execution, Authentication, Delivery and Dating. . . . . . . 34
Section 304. Temporary Securities. . . . . . . . . . . . . . . . . . . . 35
Section 305. Registration, Registration of Transfer and Exchange . . . . 35
Section 306. Mutilated, Destroyed, Lost and Stolen Securities. . . . . . 36
Section 307. Payment of Interest; Interest Rights Preserved. . . . . . . 37
Section 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . 38
Section 309. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . 39
Section 310. Computation of Interest . . . . . . . . . . . . . . . . . . 39
Section 311. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE FOUR

DEFEASANCE AND COVENANT DEFEASANCE

Section 401. Company's Option to Effect Defeasance or Covenant
Defeasance. . . . . . . . . . . . . . . . . . . . . . . . 39
Section 402. Defeasance and Discharge. . . . . . . . . . . . . . . . . . 40
Section 403. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . 40
Section 404. Conditions to Defeasance or Covenant Defeasance . . . . . . 41
Section 405. Deposited Money and U.S. Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions . . . . . . 43
Section 406. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . 44

(iv)
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ARTICLE FIVE

REMEDIES

Section 501. Events of Default . . . . . . . . . . . . . . . . . . . . . 45
Section 502. Acceleration of Maturity; Rescission and Annulment. . . . . 47
Section 503. Collection of Indebtedness and Suits for Enforcement
by Trustee. . . . . . . . . . . . . . . . . . . . . . . . 48
Section 504. Trustee May File Proofs of Claim. . . . . . . . . . . . . . 49
Section 505. Trustee May Enforce Claims Without Possession of
Securities. . . . . . . . . . . . . . . . . . . . . . . . 50
Section 506. Application of Money Collected. . . . . . . . . . . . . . . 50
Section 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . 50
Section 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest. . . . . . . . . . . . . . . . . . . 51
Section 509. Restoration of Rights and Remedies. . . . . . . . . . . . . 51
Section 510. Rights and Remedies Cumulative. . . . . . . . . . . . . . . 52
Section 511. Delay or Omission Not Waiver. . . . . . . . . . . . . . . . 52
Section 512. Control by Holders. . . . . . . . . . . . . . . . . . . . . 52
Section 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . 53
Section 514. Undertaking for Costs . . . . . . . . . . . . . . . . . . . 53
Section 515. Waiver of Stay, Extension or Usury Laws . . . . . . . . . . 53

ARTICLE SIX

THE TRUSTEE

Section 601. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . 54
Section 602. Certain Rights of Trustee . . . . . . . . . . . . . . . . . 54
Section 603. Trustee Not Responsible for Recitals, Dispositions
of Securities or Application of Proceeds Thereof. . . . . 56
Section 604. Trustee and Agents May Hold Securities; Collections; Etc. . 56
Section 605. Money Held in Trust . . . . . . . . . . . . . . . . . . . . 57
Section 606. Compensation and Indemnification of Trustee and Its
Prior Claim . . . . . . . . . . . . . . . . . . . . . . . 57
Section 607. Conflicting Interests . . . . . . . . . . . . . . . . . . . 58
Section 608. Corporate Trustee Required; Eligibility . . . . . . . . . . 58
Section 609. Resignation and Removal; Appointment of Successor
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 610. Acceptance of Appointment by Successor. . . . . . . . . . . 60
Section 611. Merger, Conversion, Amalgamation, Consolidation or
Succession to Business. . . . . . . . . . . . . . . . . . 61
Section 612. Preferential Collection of Claims Against Company . . . . . 61

(v)
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ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY
TRUSTEE AND COMPANY

Section 701. Company to Furnish Trustee Names and Addresses of
Holders . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 702. Disclosure of Names and Addresses of Holders. . . . . . . . 62
Section 703. Reports by Trustee. . . . . . . . . . . . . . . . . . . . . 62
Section 704. Reports by Company and Any Guarantor. . . . . . . . . . . . 63

ARTICLE EIGHT

CONSOLIDATION, MERGER, AMALGAMATION,
CONVEYANCE, TRANSFER OR LEASE

Section 801. Company or Guarantor May Consolidate, Merge, etc.,
Only on Certain Terms . . . . . . . . . . . . . . . . . . 63
Section 802. Successor Substituted . . . . . . . . . . . . . . . . . . . 66

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures and Agreements Without Consent
of Holders. . . . . . . . . . . . . . . . . . . . . . . . 66
Section 902. Supplemental Indentures and Agreements with Consent of
Holders . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 903. Execution of Supplemental Indentures and Agreements . . . . 69
Section 904. Effect of Supplemental Indentures . . . . . . . . . . . . . 69
Section 905. Conformity with Trust Indenture Act . . . . . . . . . . . . 69
Section 906. Reference in Securities to Supplemental Indentures. . . . . 69
Section 907. Record Date . . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE TEN

COVENANTS

Section 1001. Payment of Principal, Premium and Interest. . . . . . . . . 70
Section 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . 70
Section 1003. Money for Security Payments to Be Held in Trust . . . . . . 71
Section 1004. Corporate Existence . . . . . . . . . . . . . . . . . . . . 72

(vi)
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Section 1005. Payment of Taxes and Other Claims . . . . . . . . . . . . . 72
Section 1006. Maintenance of Properties . . . . . . . . . . . . . . . . . 73
Section 1007. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 1008. Limitation on Indebtedness. . . . . . . . . . . . . . . . . 73
Section 1009. Limitation on Restricted Payments . . . . . . . . . . . . . 74
Section 1010. Limitation on Transactions with Affiliates. . . . . . . . . 78
Section 1011. Limitation on Sale of Assets. . . . . . . . . . . . . . . . 79
Section 1012. Limitation on Liens . . . . . . . . . . . . . . . . . . . . 84
Section 1013. Limitation on Issuances of Guarantees of Indebtedness
by Subsidiaries . . . . . . . . . . . . . . . . . . . . . 84
Section 1014. Purchase of Securities upon Change of Control . . . . . . . 84
Section 1015. Limitation on Issuance and Sale of Capital Stock of
Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . 88
Section 1016. Limitation on Dividends and Other Payment Restrictions
Affecting Subsidiaries. . . . . . . . . . . . . . . . . . 89
Section 1017. Impairment of Security Interest . . . . . . . . . . . . . . 89
Section 1018. Provision of Financial Statements . . . . . . . . . . . . . 90
Section 1019. Limitation on Compensation. . . . . . . . . . . . . . . . . 90
Section 1020. Statement by Officers as to Default . . . . . . . . . . . . 91
Section 1021. Waiver of Certain Covenants . . . . . . . . . . . . . . . . 91

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

Section 1101. Right of Redemption . . . . . . . . . . . . . . . . . . . . 92
Section 1102. Applicability of Article. . . . . . . . . . . . . . . . . . 92
Section 1103. Election to Redeem; Notice to Trustee . . . . . . . . . . . 92
Section 1104. Selection by Trustee of Securities to Be Redeemed . . . . . 92
Section 1105. Notice of Redemption. . . . . . . . . . . . . . . . . . . . 93
Section 1106. Deposit of Redemption Price . . . . . . . . . . . . . . . . 94
Section 1107. Securities Payable on Redemption Date . . . . . . . . . . . 94
Section 1108. Securities Redeemed or Purchased in Part. . . . . . . . . . 94

ARTICLE TWELVE

SECURITY

Section 1201. Pledge Agreement. . . . . . . . . . . . . . . . . . . . . . 95
Section 1202. Authorization of Actions to Be Taken by the Trustee
Under the Pledge Agreement. . . . . . . . . . . . . . . . 96

(vii)
<PAGE>

Section 1203. Authorization of Receipt of Funds by the Trustee Under
the Pledge Agreement. . . . . . . . . . . . . . . . . . . 96
Section 1204. Certificates of Fair Value. . . . . . . . . . . . . . . . . 97
Section 1205. Evidence of Recording of Indenture. . . . . . . . . . . . . 97
Section 1206. Action by the Company Under the New Credit Facility and
the Pledge Agreement. . . . . . . . . . . . . . . . . . . 97
Section 1207. Termination of Security Interest. . . . . . . . . . . . . . 97

ARTICLE THIRTEEN

SATISFACTION AND DISCHARGE

Section 1301. Satisfaction and Discharge of Indenture . . . . . . . . . . 98
Section 1302. Application of Trust Money. . . . . . . . . . . . . . . . . 99

TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

ACKNOWLEDGMENTS

SCHEDULE I Permitted Indebtedness

SCHEDULE II Restrictions Affecting Subsidiaries

EXHIBIT A Form of Intercompany Note

EXHIBIT B Form of Pledge Agreement

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<PAGE>

INDENTURE, dated as of ______, 1994, between INTERNATIONAL CONTROLS
CORP., a Florida corporation (the "Company"), and FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, a national banking association, as trustee (the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of __% Senior
Secured Notes due 2002 (the "Securities"), of substantially the tenor and amount
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture;

This Indenture is subject to, and shall be governed by, the provisions
of the Trust Indenture Act that are required to be part of and to govern
indentures qualified under the Trust Indenture Act;

All things necessary have been done to make the Securities, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company and to make this
Indenture a valid agreement of the Company in accordance with the terms of this
Indenture.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. DEFINITIONS.

For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;

(b) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference thereto, have the meanings
assigned to them therein;

<PAGE>

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

(e) all references to $, US$, dollars or United States dollars shall
refer to the lawful currency of the United States of America.

Certain terms used principally in Article Four are defined in Article
Four.

"Acquired Indebtedness" means Indebtedness of a Person (i) existing at
the time such Person becomes a Subsidiary or (ii) assumed in connection with the
acquisition of assets from such Person, in each case, other than Indebtedness
incurred in connection with, or in contemplation of, such Person becoming a
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be
incurred on the date of the related acquisition of assets from any Person or the
date the acquired Person becomes a Subsidiary.

"Affiliate" means, with respect to any specified Person, (i) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person (or any partner of such
Person) or (ii) any other Person that owns, directly or indirectly, 5% or more
of such Person's (or any partner of such Person's) equity ownership or Voting
Stock or any executive officer or director of either of such Persons. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person
directly or indirectly, whether through ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

"Agent" means NBD Bank, N.A., the administrative agent under the New
Credit Facility, and its successors and assigns.

"Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions, of (i) any
Capital Stock of any Subsidiary; (ii) all or substantially all of the properties
and assets of any division or line of business of the Company or its
Subsidiaries; or (iii) any other properties or assets of the Company or any
Subsidiary, other than in the ordinary course of business. For the purposes of
this definition, the term "Asset Sale" shall not include any transfer of
properties and assets (1) that is governed by the provisions described under
"Consolidation, Merger, Sale of Assets" or (2) that are of the Company to any
Wholly Owned Subsidiary, or of any Subsidiary to the Company or any Wholly Owned
Subsidiary in accordance with the terms of this Indenture.

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<PAGE>

"Average Life to Stated Maturity" means, as of the date of
determination with respect to any Indebtedness, the quotient obtained by
dividing (i) the sum of the products of (a) the number of years from the date of
determination to the date or dates of each successive scheduled principal
payment of such Indebtedness multiplied by (b) the amount of each such principal
payment by (ii) the sum of all such principal payments.

"Bankruptcy Law" means Title 11 of the United States Code, as amended,
or any similar United States Federal or state law relating to bankruptcy,
insolvency, receivership, winding-up, liquidation, reorganization or relief of
debtors or any amendment to, succession to or change in any such law.

"Banks" means the lenders who are or become parties to the New Credit
Facility from time to time.

"Board of Directors" means either the board of directors of the
Company or any Guarantor, as the case may be, or any duly authorized committee
of such board.

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

"Borrowing Base" means the sum of (a) 60% of the inventory owned by
the Company or any Subsidiary and (b) 85% of the trade accounts receivable owned
by the Company or any Subsidiary (less any reserves relating to such
receivables) (in each case as recorded on the books and records of the Company
on a consolidated basis in accordance with GAAP).

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

"Capital Lease Obligation" of any Person means any obligation of such
Person and its subsidiaries on a Consolidated basis under any capital lease of
real or personal property which, in accordance with GAAP, has been recorded as a
capitalized lease obligation.

"Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of such Person's
capital stock.

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<PAGE>

"Change of Control" means the occurrence of any of the following
events: (i)(A) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act), other than the Permitted Holders, is or
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a Person shall be deemed to have beneficial ownership
of all shares that such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of shares of Voting Stock representing the right to vote more than
45% of the general voting power (the "Voting Power") under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of the Company (irrespective of whether or not at the time stock of
any other class or classes shall have or might have voting power by reason of
the happening of any contingency) and (B) the Permitted Holders own less than
50% of the Voting Power; (ii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors (together with any new directors whose election to such Board of
Directors or whose nomination for election by the stockholders of the Company,
was approved by a vote of 66 2/3% of the members of the Board of Directors then
still in office who were either members of the Board of Directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute at least two-thirds
of such Board of Directors then in office; (iii) the Company consolidates with
or merges with or into any Person or conveys, transfers or leases all or
substantially all of its assets to any Person, or any corporation consolidates
with or into the Company, in any such event pursuant to a transaction in which
the outstanding Voting Stock of the Company is changed into or exchanged for
cash, securities or other property, other than any such transaction (X) where
the outstanding Voting Stock of the Company is not changed or exchanged at all
(except to the extent necessary to reflect a change in the jurisdiction of
incorporation of the Company) or (Y) where (A) the outstanding Voting Stock of
the Company is changed into or exchanged for (x) Voting Stock of the surviving
corporation or the Company which is not Redeemable Capital Stock or (y) cash,
securities and other property (other than Capital Stock of the surviving
corporation) in an amount which could be paid by the Company as a Restricted
Payment as described under Section 1009 (and such amount shall be treated as a
Restricted Payment subject to the provisions in this Indenture described under
Section 1009) and (B) no "person" or "group" other than the Permitted Holders
owns immediately after such transaction, directly or indirectly, more than 45%
of the total Voting Power of the surviving corporation or the Permitted Holders
own 50% or more of the total Voting Power of the surviving corporation; or
(iv) the Company is liquidated or dissolved or adopts a plan of liquidation or
dissolution other than in a transaction which complies with the provisions
described under Article Eight.

"Code" means the Internal Revenue Code of 1986, as amended.

"Collateral" means the property in which a security interest is
granted by the Company pursuant to the Pledge Agreement.

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<PAGE>

"Collateral Agent" means the collateral agent under the Pledge
Agreement.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or if, at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

"Company" means International Controls Corp., a Florida corporation,
until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Company" shall mean such successor
Person.

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any one of its Chairman of the Board, its
President or a Vice President (regardless of Vice Presidential designation), and
by any one of its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

"Consolidated Fixed Charge Coverage Ratio" of any Person means, for
any period, the ratio of (a) the sum of Consolidated Net Income, Consolidated
Interest Expense, Consolidated Income Tax Expense and Consolidated Non-Cash
Charges deducted in computing Consolidated Net Income (Loss), in each case for
such period, of such Person and its Consolidated Subsidiaries on a Consolidated
basis, all determined in accordance with GAAP to (b) the sum of (I) Consolidated
Interest Expense of such Person for such period and (II) the product of (x) all
cash dividends (including the payment of accreted or accumulated dividends) paid
on any Preferred Stock of such Person during such period times (y) a fraction,
the numerator of which is one and the denominator of which is one minus the then
current combined Federal, state and local statutory income tax rate (but not
less than zero) of such Person, expressed as a decimal, in each case, on a
Consolidated basis and in accordance with GAAP; PROVIDED that (i) in making such
computation, the Consolidated Interest Expense attributable to interest on any
Indebtedness computed on a PRO FORMA basis and (A) bearing a floating interest
rate shall be computed as if the rate in effect on the date of computation had
been the applicable rate for the entire period and (B) which was not outstanding
during the period for which the computation is being made but which bears, at
the option of the Company, a fixed or floating rate of interest, shall be
computed by applying, at the option of such Person, either the fixed or floating
rate, and (ii) in making such computation, the Consolidated Interest Expense of
such Person attributable to interest on any Indebtedness under a revolving
credit facility computed on a PRO FORMA basis shall be computed based upon the
average daily balance of such Indebtedness during the applicable period.

"Consolidated Income Tax Expense" means for any period, as applied to
any Person, the provision for federal, state, local and foreign income taxes of
such Person

-5-

<PAGE>

and its Consolidated Subsidiaries for such period as determined in accordance
with GAAP.

"Consolidated Interest Expense" of any Person means, without
duplication, for any period, as applied to any Person, the sum of (a) the
interest expense of such Person and its Consolidated Subsidiaries for such
period, on a Consolidated basis, including, without limitation, (i) amortization
of debt discount, (ii) the net cost under Interest Rate Agreements (including
amortization of discounts), and (iii) the interest portion of any deferred
payment obligation plus (b) the interest expense attributable to Capital Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
during such period in each case as determined in accordance with GAAP.

"Consolidated Net Income (Loss)" of any Person means, for any period,
the Consolidated net income (loss) of such Person and its Consolidated
Subsidiaries for such period as determined in accordance with GAAP, adjusted, to
the extent included in calculating such Consolidated net income (or loss), by
excluding, without duplication, (i) all extraordinary gains and losses, (ii) the
portion of net income (or loss) of such Person and its Consolidated Subsidiaries
allocable to minority interests in unconsolidated Persons to the extent that
cash dividends or distributions have not actually been received by such Person
or one of its Consolidated Subsidiaries, (iii) net income (or loss) of any
Person combined with such Person or any of its Subsidiaries on a "pooling of
interests" basis attributable to any period prior to the date of combination,
(iv) any gain or loss, net of taxes, realized upon the termination of any
employee pension benefit plan, (v) aggregate net gains (less all fees and
expenses relating thereto) in respect of dispositions of assets other than in
the ordinary course of business, (vi) the net income of any Subsidiary to the
extent that the declaration of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulations applicable to that
Subsidiary or its stockholders and (vii) any gain arising from the acquisition
of any securities, or the extinguishment, under GAAP, of any Indebtedness of
such Person.

"Consolidated Net Worth" means, with respect to any Person, the
Consolidated stockholders' equity (excluding Redeemable Capital Stock) of such
Person and its Subsidiaries, as determined in accordance with GAAP.

"Consolidated Non-Cash Charges" of any Person means, for any period,
the aggregate depreciation, amortization and other non-cash charges of such
Person and its Consolidated Subsidiaries for such period, as determined in
accordance with GAAP (excluding any non-cash charge which requires an accrual or
reserve for cash charges for any future period).

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<PAGE>

"Consolidation" means, with respect to any Person, the consolidation
of the accounts of such Person and each of its subsidiaries if and to the extent
the accounts of such Person and each of its subsidiaries would normally be
consolidated with those of such Person, all in accordance with GAAP. The term
"Consolidated" shall have a similar meaning.

"Corporate Trust Office" means the office of the Trustee or an
affiliate or agent thereof at which at any particular time the corporate trust
business for the purposes of this Indenture shall be principally administered,
which office at the date of execution of this Indenture is located at 765 Broad
Street: C76505, Newark, New Jersey 07102, Attention: Corporate Trust Department.

"Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

"Disinterested Director" means, with respect to any transaction or
series of related transactions, a member of the Board of Directors who does not
have any material direct or indirect financial interest in or with respect to
such transaction or series of related transactions.

"Event of Default" has the meaning specified in Article Five.

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

"Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer.

"Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in the United States, consistently applied,
which are in effect on the date of this Indenture.

"Guarantee" means the guarantee by any Guarantor of the Indenture
Obligations.

"Guaranteed Debt" of any Person means, without duplication, all
Indebtedness of any other Person referred to in the definition of Indebtedness
contained in this Section guaranteed directly or indirectly in any manner by
such Person, or in effect guaranteed directly or indirectly by such Person
through an agreement (i) to pay or purchase such Indebtedness or to advance or
supply funds for the payment or purchase of such Indebtedness, (ii) to purchase,
sell or lease (as lessee or lessor) property, or to purchase or sell services,
primarily for the purpose of enabling the debtor to make payment of such
Indebtedness or to assure the holder of such Indebtedness against loss, (iii) to
supply funds to, or in any other manner invest in, the debtor (including any

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<PAGE>

agreement to pay for property or services without requiring that such property
be received or such services be rendered), (iv) to maintain working capital or
equity capital of the debtor, or otherwise to maintain the net worth, solvency
or other financial condition of the debtor or (v) otherwise to assure a creditor
against loss; PROVIDED that the term "guarantee" shall not include endorsements
for collection or deposit, in either case in the ordinary course of business.

"Guarantor" means any guarantor of the Indenture Obligations.

"Holder" means a Person in whose name a Security is registered in the
Security Register.

"Indebtedness" means, with respect to any Person, without duplication,
(i) all indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services, excluding any trade payables and other
accrued current liabilities arising in the ordinary course of business, but
including, without limitation, all obligations, contingent or otherwise, of such
Person in connection with any letters of credit issued under letter of credit
facilities, acceptance facilities or other similar facilities and in connection
with any agreement to purchase, redeem, exchange, convert or otherwise acquire
for value any Capital Stock of such Person, or any warrants, rights or options
to acquire such Capital Stock, now or hereafter outstanding, (ii) all
obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments, (iii) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even if the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale
of such property), but excluding trade payables arising in the ordinary course
of business, (iv) all obligations under Interest Rate Agreements of such Person
(except for obligations which have been included in the Consolidated Net Income
of such Person other than as Consolidated Interest Expense), (v) all Capital
Lease Obligations of such Person, (vi) all Indebtedness referred to in clauses
(i) through (v) above of other Persons and all dividends of other Persons, the
payment of which is secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien, upon or
with respect to property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness, (vii) all Guaranteed Debt of such
Person, (viii) all Redeemable Capital Stock valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid
dividends, and (ix) any amendment, supplement, modification, deferral, renewal,
extension, refunding or refinancing of any Indebtedness of the types referred to
in clauses (i) through (viii) above. For purposes hereof, the "maximum fixed
repurchase price" of any Redeemable Capital Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on
any date on which Indebtedness shall be

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<PAGE>

required to be determined pursuant to this Indenture, and if such price is based
upon, or measured by, the Fair Market Value of such Redeemable Capital Stock,
such fair market value to be determined in good faith by the Board of Directors
of such Person.

"Indenture" means this instrument as originally executed (including
all exhibits and schedules thereto) and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.

"Indenture Obligations" means the obligations of the Company and any
other obligor under this Indenture or under the Securities, including any
Guarantor, to pay principal of, premium, if any, and interest when due and
payable, and all other amounts due or to become due under or in connection with
this Indenture, the Securities and the performance of all other obligations to
the Trustee and the Holders of the Securities under this Indenture and the
Securities, according to the terms thereof.

"Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

"Interest Rate Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
interest rate protection agreements (including, without limitation, interest
rate swaps, caps, floors, collars and similar agreements) and/or other types of
interest rate hedging agreements from time to time.

"Investment" means, with respect to any Person, directly or
indirectly, any advance, loan (including guarantees), or other extension of
credit or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase, acquisition or ownership by such Person of any
Capital Stock, bonds, notes, debentures or other securities issued or owned by,
any other Person and all other items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.

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

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<PAGE>

"Maturity" when used with respect to any Security means the date on
which the principal of such Security becomes due and payable as therein provided
or as provided in this Indenture, whether at Stated Maturity, the "Offer Date"
or any redemption date and whether by declaration of acceleration, Change of
Control Offer in respect of a Change of Control, Offer in respect of an Asset
Sale, call for redemption or otherwise.

"Net Cash Proceeds" means, (a) with respect to any Asset Sale by any
Person, the proceeds thereof in the form of cash or cash equivalents including
payments in respect of deferred payment obligations when received in the form
of, or stock or other assets when disposed for, cash or cash equivalents (except
to the extent that such obligations are financed or sold with recourse to the
Company or any Subsidiary) net of (i) brokerage commissions and other reasonable
fees and expenses (including fees and expenses of counsel and investment
bankers) related to such Asset Sale, (ii) provisions for all taxes payable as a
result of such Asset Sale, (iii) payments made to retire Indebtedness where
payment of such Indebtedness is secured by the assets or properties the subject
of such Asset Sale, (iv) amounts required to be paid to any Person (other than
the Company or any Subsidiary) owning a beneficial interest in the assets
subject to the Asset Sale and (v) appropriate amounts to be provided by the
Company or any Subsidiary, as the case may be, as a reserve, in accordance with
GAAP, against any liabilities associated with such Asset Sale and retained by
the Company or any Subsidiary, as the case may be, after such Asset Sale,
including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
reflected in an Officers' Certificate delivered to the Trustee and (b) with
respect to any issuance or sale of Capital Stock or options, warrants or rights
to purchase Capital Stock, or debt securities or Capital Stock that have been
converted into or exchanged for Capital Stock, as referred to under Section
1009, the proceeds of such issuance or sale in the form of cash or cash
equivalents, net of attorney's fees, accountant's fees and brokerage,
consultation, underwriting and other fees and expenses actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

"New Credit Facility" means the Loan Agreement, dated as of ,
1994, among International Controls Corp., Great Dane Trailers, Inc., Great Dane
Trailers Nebraska, Inc., Great Dane Trailers Tennessee, Inc., Great Dane Los
Angeles, Inc., Checker Motors Corporation, Checker Motors Co., L.P., South
Charleston Stamping & Manufacturing Company, NBD Bank, N.A., as Agent, and the
lenders party thereto, as such agreement may be amended, renewed, extended,
substituted, refinanced, restructured, replaced, supplemented or otherwise
modified from time to time (including, without limitation, any successive
renewals, extensions, substitutions, refinancings, restructurings, replacements,
supplementations or other modifications of the foregoing).

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<PAGE>

"Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President (regardless of Vice Presidential
designation), and by the Treasurer, Secretary or an Assistant Secretary, of the
Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company or the Trustee unless an independent
counsel is required pursuant to the terms of this Indenture, and who shall be
acceptable to the Trustee.

"Outstanding" when used with respect to Securities means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

(a) Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation;

(b) Securities, or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities; PROVIDED, that if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been
made;

(c) Securities, except to the extent provided in Sections 402 and
403, with respect to which the Company has effected defeasance or covenant
defeasance as provided in Article Four; and

(d) Securities paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof reasonably satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands the Securities are
valid obligations of the Company;
PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company, any Guarantor, or any other obligor upon the Securities or any
Affiliate of the Company, any Guarantor, or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee

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<PAGE>

establishes, to the reasonable satisfaction of the Trustee, the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company, any Guarantor or any other obligor upon the Securities or any Affiliate
of the Company, any Guarantor or such other obligor.

"Pari Passu Indebtedness" means any Indebtedness of the Company that
is PARI PASSU in right of payment to the Securities.

"Paying Agent" means any Person authorized by the Company to pay the
principal, premium, if any, or interest on any Securities on behalf of the
Company.

"Permitted Holders" means (i) David R. Markin, Martin L. Solomon,
Allan R. Tessler and Wilmer J. Thomas, Jr. or any one of them, (ii) any trusts
created for the benefit of the persons described in clause (i) or members of any
such person's immediate family; and (iii) in the event of the incompetence or
death of any of the persons described in clause (i), such person's estate,
executor, administrator, committee or other personal representatives or
beneficiaries.

"Permitted Indebtedness" means the following:

(ii) Indebtedness of the Company pursuant to the Securities;

(iii) Indebtedness of the Company or any Subsidiary outstanding
on the date of this Indenture and listed on Schedule I hereto;

(iv) Indebtedness (a) of the Company owing to a Subsidiary or
(b) of a Wholly Owned Subsidiary owing to the Company or another Wholly Owned
Subsidiary; PROVIDED that any such Indebtedness is made pursuant to an
intercompany note in the form attached as an exhibit to this Indenture and, in
the case of Indebtedness of the Company owing to a Subsidiary, is subordinated
in right of payment from and after such time as the Securities shall become due
and payable (whether at Stated Maturity, upon acceleration or otherwise) to the
payment and performance of the Company's obligations under the Securities
(which for purposes of this clause (iv) shall included SCSM (as defined below)
so long as the Company beneficially owns, directly or indirectly, at least 90%
of the outstanding capital stock of SCSM); PROVIDED, FURTHER, that (x) any
disposition, pledge or transfer of any such Indebtedness to a Person (other
than the Company or a Wholly Owned Subsidiary and other than a pledge of

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<PAGE>

any such intercompany note to the agent bank under the New Credit Facility in
accordance with the terms of the New Credit Facility as in effect on the date of
this Indenture) shall be deemed to be an incurrence of such Indebtedness by the
obligor not permitted by this clause (iv) and (y) any transaction pursuant to
which any Wholly Owned Subsidiary, which has Indebtedness owing to the Company
or any other Wholly Owned Subsidiary, ceases to be a Wholly Owned Subsidiary
shall be deemed to be the incurrence of Indebtedness by the Company or such
other Wholly Owned Subsidiary that is not permitted by this clause (iv);

(v) any renewals, extensions, substitutions, refundings,
refinancings or replacements (collectively, a "refinancing") of any Indebtedness
described in clauses (i), (ii) and (iii) of this definition of "Permitted
Indebtedness," including any successive refinancings so long as the aggregate
principal amount of Indebtedness represented thereby is not increased by such
refinancing plus the lesser of (I) the stated amount of any premium or other
payment required to be paid in connection with such a refinancing pursuant to
the terms of the Indebtedness being refinanced or (II) the amount of premium or
other payment actually paid at such time to refinance the Indebtedness, plus, in
either case, the amount of expenses of the Company incurred in connection with
such refinancing and such refinancing does not reduce or advance the Average
Life to Stated Maturity or the Stated Maturity of such Indebtedness;

(vi) guarantees by the Company or any Subsidiary of a line of
credit of Checker Taxi Association, Inc. in an aggregate principal amount
outstanding not to exceed at any given time $1 million;

(vii) guarantees of any Subsidiary made in accordance with the
provisions of Section 1013 or Section 1015;

(viii) guarantees by Subsidiaries of Indebtedness of third
parties incurred in the ordinary course of business consistent with past
practice in an aggregate principal amount outstanding not to exceed at any given
time $15 million;

(ix) earned but unpaid compensation of present and future
directors and executive officers of either the Company or any of its
Subsidiaries; and

(x) Indebtedness of the Company and any Subsidiary (including
indebtedness in respect of which the Company and one or more Subsidiaries are
co-obligors) in addition to that described in paragraphs (i) through (ix) of
this definition of "Permitted Indebtedness" in an aggregate principal amount
outstanding not to exceed at any given time $25 million.

"Permitted Investment" means (i) Investments in any Wholly Owned
Subsidiary or Investments by the Company or any Subsidiary in a Person, if as a
result of

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<PAGE>

such Investment (a) such Person becomes a Wholly Owned Subsidiary or (b) such
Person is merged or consolidated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or any
Wholly Owned Subsidiary; (ii) Investments in the Securities; (iii) Indebtedness
of the Company or a Subsidiary described under clause (iv), (vi), (vii) or
(viii) of the definition of "Permitted Indebtedness"; (iv) Temporary Cash
Investments; (v) Investments in existence on the date of this Indenture; and
(vi) Investments made by American Country Insurance Company ("Country"), an
Illinois corporation, or any other Subsidiary in the ordinary course of the
insurance business and in accordance with the statutes and governmental
regulations regulating its affairs in its domestic jurisdiction.

"Permitted Liens" means the following:

(i) any Lien existing, or provided for under arrangements
existing, as of the date of this Indenture;

(ii) any Lien arising by reason of (1) any judgment, decree or
order of any court or other governmental authority, if appropriate legal
proceedings which may have been duly initiated for the review of such judgment,
decree or order shall not have been finally terminated or the period within
which such proceedings may be initiated shall not have expired; (2) taxes,
assessments or similar charges not yet delinquent or which are being contested
in good faith; (3) security for the payment of workers' compensation,
unemployment insurance, other social security benefits or other insurance-
related obligations (including but not limited to in respect of deductibles,
self-insured retention amounts and premiums and adjustments thereto);
(4) deposits or pledges in connection with bids, tenders, leases and contracts
(other than contracts for the payment of money); (5) zoning restrictions,
easements, licenses, reservations, provisions, covenants, conditions, waivers,
restrictions on the use of property or minor irregularities of title (and with
respect to leasehold interests, mortgages, obligations, liens and other
encumbrances incurred, created, assumed or permitted to exist and arising by,
through or under a landlord or owner of the leased property, with or without
consent of the lessee), none of which materially impairs the use of any parcel
of property material to the operation of the business of the Company and its
Subsidiaries taken as a whole or the value of such property for the purpose of
such business; (6) deposits or pledges to secure public or statutory
obligations, progress payments, surety and appeal bonds or other obligations of
like nature incurred in the ordinary course of business; (7) certain surveys,
exceptions, title defects, encumbrances, easements, reservations of, or rights
of others for, rights of way, sewers, electric lines, telegraph or telephone
lines or other similar purposes or zoning or other restrictions as to the use of
real property not materially interfering with the ordinary conduct of the
business of the Company and its Subsidiaries taken as a whole; or (8) operation
of law in favor of landlords, mechanics, carriers, warehousemen, materialmen,
laborers, employees, suppliers or the like, incurred in

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<PAGE>

the ordinary course of business for sums which are not yet delinquent or are
being contested in good faith by negotiations or by appropriate proceedings
which suspend the collection thereof;

(iii) any Lien securing Acquired Indebtedness created prior to
(and not created in connection with or in contemplation of) the incurrence of
such Indebtedness by the Company or any Subsidiary, which Indebtedness is
permitted under the provisions of Section 1008;

(iv) any Lien securing Indebtedness incurred under the New
Credit Facility;

(v) any Lien on the Collateral securing Indebtedness incurred
under the Securities and this Indenture;

(vi) any Lien created by Subsidiaries to secure Indebtedness of
such Subsidiaries to the Company;

(vii) any Lien securing Purchase Money Obligations and Capital
Lease Obligations incurred pursuant to the provisions of Section 1008;

(viii) any Lien securing Indebtedness incurred pursuant to
paragraph (x) of the definition of Permitted Indebtedness;

(ix) any Lien securing Permitted Subsidiary Indebtedness;

(x) any Lien in favor of the agent bank under the New Credit
Facility securing an intercompany note issued pursuant to paragraph (iv) of the
definition of Permitted Indebtedness; and

(xi) any extension, renewal, refinancing or replacement, in
whole or in part, of any Lien described in the foregoing clauses (i), (iii) and
(v) so long as (1) the amount of security is not increased thereby, (2) the
aggregate amount of Indebtedness or other obligations secured by the Lien after
such extension, renewal, refinancing or replacement does not exceed the
aggregate amount of the Indebtedness or other obligations secured by the
existing Lien prior to such extension, renewal, refinancing or replacement plus
an amount equal to the lesser of (a) the stated premium required to be paid in
connection with such an extension, renewal, refinancing or replacement pursuant
to the terms of the Indebtedness or (b) the amount of any premium actually paid
by the Company to accomplish such extension, renewal, refinancing or replacement
and (3) the Indebtedness secured by such Lien (other than Permitted
Indebtedness) is permitted under the provisions of Section 1008.

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<PAGE>

"Permitted Subsidiary Indebtedness" means Indebtedness of the
Subsidiaries of the Company in the aggregate principal amount outstanding not to
exceed $25 million at any given time under any agreement providing for
subsidized financing from any federal or state governmental agency.

"Pledge Agreement" means the pledge and intercreditor agreement dated
the date of this Indenture between the Company, the Trustee and NBD Bank, N.A.,
as collateral agent, as amended from time to time as permitted thereby, a form
of which is attached hereto as Exhibit B.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for a mutilated
Security or in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Security.

"Preferred Stock" means, with respect to any Person, any Capital Stock
of any class or classes (however designated) which is preferred as to the
payment of dividends or distributions, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such Person, over
Capital Stock of any other class in such Person.

"Prospectus" means the prospectus, dated _______, 1994, first used to
confirm sales of the Securities, included in the Company's registration
statement on Form S-1 (File No. 033-52255) under the Securities Act.

"Public Offering" means an underwritten initial public offering of
Qualified Capital Stock (other than Preferred Stock) of the Company pursuant to
a registration statement that has been declared effective by the Commission
pursuant to the Securities Act which results in gross cash proceeds to the
Company of not less than $25 million.

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<PAGE>

such assets and shall at all times be confined solely to the assets so purchased
or acquired, any additions and accessions thereto and any proceeds therefrom,
(ii) at no time shall the aggregate principal amount of the outstanding
Indebtedness secured thereby be increased, except in connection with the
purchase of additions and accessions thereto and except in respect of fees and
other obligations in respect of such Indebtedness and (iii)(A) the aggregate
outstanding principal amount of Indebtedness secured thereby (determined on a
per asset basis in the case of any additions and accessions) shall not at the
time such Purchase Money Security Agreement is entered into exceed 100% of the
purchase price to the Company or any Subsidiary of the assets subject thereto or
(B) the Indebtedness secured thereby shall be with recourse solely to the assets
so purchased or acquired, any additions and accessions thereto and any proceeds
therefrom.

"Qualified Capital Stock" of any Person means any and all Capital
Stock of such Person other than Redeemable Capital Stock.

"Redeemable Capital Stock" means any Capital Stock that, either by its
terms or by the terms of any security into which it is convertible or
exchangeable or otherwise, is, or upon the happening of an event or passage of
time would be, required to be redeemed prior to any Stated Maturity of the
principal of the Securities or is redeemable at the option of the holder thereof
at any time prior to any such Stated Maturity, or is convertible into or
exchangeable for debt securities at any time prior to any such Stated Maturity
at the option of the holder thereof.

"Redemption Date" when used with respect to any Security to be
redeemed means the date fixed for such redemption by or pursuant to this
Indenture.

"Redemption Price" when used with respect to any Security to be
redeemed means the price at which it is to be redeemed pursuant to this
Indenture.

"Regular Record Date" for the interest payable on any Interest Payment
Date means ___________ or __________ (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

"Responsible Officer" when used with respect to the Trustee means any
officer assigned to the Corporate Trust Office or the agent of the Trustee
appointed hereunder, including any vice president, assistant vice president,
assistant secretary, assistant treasurer, or any other officer or assistant
officer of the Trustee or the agent of the Trustee appointed hereunder to whom
any corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject.

"Restricted Payment" has the meaning specified in Section 1009.

"Securities" has the meaning specified in the first recital of this
Indenture.

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<PAGE>

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

"Security Register" has the meaning specified in Section 305.

"Security Registrar" means the office or agency designated pursuant to
Section 1002 where Securities may be presented for registering any transfers
pursuant to this Indenture.

"Senior Indebtedness" means Indebtedness of the Company other than
Subordinated Indebtedness.

"Senior Subordinated Note Indenture" means the indenture, dated as of
_____, 1994, among the Company and Marine Midland Bank, as trustee, as such
agreement may be amended, renewed, extended, substituted, refinanced, replaced,
supplemented or otherwise modified from time to time (including, without
limitation, any successive renewals, extensions, substitutions, refinancings,
restructurings, replacements, supplementations or other modifications of the
foregoing).

"Senior Subordinated Notes" means the Company's ___ Senior
Subordinated Notes due 2004 issued pursuant to the Senior Subordinated Note
Indenture.

"Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.

"Subordinated Indebtedness" means Indebtedness of the Company
subordinated in right of payment to the Securities.

"Subsidiary" means any Person a majority of the equity ownership or
the Voting Stock of which is at the time owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries.

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<PAGE>

of not less than $250,000,000, whose debt has a rating, at the time as of which
any investment therein is made, of "P-1" (or higher) according to Moody's
Investors Service, Inc. ("Moody's") or any successor rating agency, or "A-1" or
higher according to Standard & Poor's Corporation ("S&P") or any successor
rating agency, (iii) commercial paper, maturing not more than 180 days after the
date of acquisition, issued by a corporation (other than an Affiliate or
Subsidiary of the Company but including the Trustee or an Affiliate of the
Trustee) organized and existing under the laws of the United States of America
with a rating, at the time as of which any investment therein is made, of "P-1"
(or higher) according to Moody's or any successor rating agency or "A-1" (or
higher) according to S&P or any successor rating agency, and (iv) any repurchase
obligation with a term of not more than 90 days for direct obligations of the
United States of America entered into with a bank meeting the qualifications
described in clause (ii) above.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument, until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

"Voting Stock" means stock of the class or classes pursuant to which
the holders thereof have in respect of a corporation, the general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of a corporation (irrespective of whether or not
at the time stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).

"Wholly Owned Subsidiary" means a corporate Subsidiary all the
outstanding Capital Stock (other than directors' qualifying shares) or a
partnership Subsidiary all the equity interest of which is owned by the Company
or another Wholly Owned Subsidiary.

Section 102. OTHER DEFINITIONS.

Defined
Term in Section
---- ----------

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"Defaulted Interest" 307
"Defeasance" 402
"Defeasance Redemption Date" 404
"Defeased Securities" 401
"Excess Proceeds" 1011
"Excess Security Amount" 1011
"Offer" 1011
"Offer Date" 1011
"Offered Price" 1011
"Pari Passu Offer" 1011
"Pari Passu Debt Amount" 1011
"Purchase Date" 1011
"Required Filing Dates" 1017
"SCSM" 1009
"Securities Amount" 1011
"Surviving Entity" 801
"U.S. Government Obligations" 404

Section 103. COMPLIANCE CERTIFICATES AND OPINIONS.

Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company, any Guarantor and
any other obligor on the Securities shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture (including any covenants compliance with which constitutes a condition
precedent) relating to the proposed action have been complied with, and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that, in the case
of any such application or request as to which the furnishing of such documents,
certificates and/or opinions is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

Every certificate or Opinion of Counsel with respect to compliance
with a condition or covenant provided for in this Indenture shall include:

(a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

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

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

(d) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

Section 104. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

Any certificate or opinion of an officer of the Company, any Guarantor
or other obligor of the Securities may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or officers
of the Company, any Guarantor or other obligor of the Securities stating that
the information with respect to such factual matters is in the possession of the
Company, any Guarantor or other obligor of the Securities, unless such counsel
knows that the certificate or opinion or representations with respect to such
matters are erroneous. Opinions of Counsel required to be delivered to the
Trustee may have qualifications customary for opinions of the type required and
counsel delivering such Opinions of Counsel may rely on certificates of the
Company or government or other officials customary for opinions of the type
required, including certificates certifying as to matters of fact, including
that various financial covenants have been complied with.

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

Section 105. ACTS OF HOLDERS.

(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be

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embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate of affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Security shall bind every future
Holder of the same Security or the Holder of every Security issued upon the
transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, suffered or omitted to be done by the Trustee, any Paying Agent
or the Company or any Guarantor in reliance thereon, whether or not notation of
such action is made upon such Security.

Section 106. NOTICES, ETC., TO TRUSTEE, THE COMPANY
AND ANY GUARANTOR.

Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with:

(a) the Trustee by any Holder or by the Company or any Guarantor or
any other obligor of the Securities shall be sufficient for every purpose
hereunder if made, given, furnished or filed, in writing, to or with the Trustee
at 765 Broad Street: C76505, Newark, New Jersey 07102, Attention: Corporate
Trust Department or at any other address previously furnished in writing to the
Holders, the Company, any Guarantor or any other obligor of the Securities by
the Trustee; or

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(b) the Company or any Guarantor shall be sufficient for every
purpose (except as provided in Section 501(c)) hereunder if in writing and
mailed, first-class postage prepaid or delivered by recognized overnight
courier, to the Company or such Guarantor addressed to it at 2016 North Pitcher
Street, Kalamazoo, Michigan 49007, Attention: President, or at any other
address previously furnished in writing to the Trustee by the Company.

Section 107. NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Any notice when mailed to a Holder in the aforesaid
manner shall be conclusively deemed to have been received by such Holder whether
or not actually received by such Holder. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any event
as required by any provision of this Indenture, then any method of giving such
notice as shall be reasonably satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice.

Section 108. CONFLICT WITH TRUST INDENTURE ACT.

If any provision hereof limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision which is required or
deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, the provision or requirement of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

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Section 109. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

Section 110. SUCCESSORS AND ASSIGNS.

All covenants and agreements in this Indenture by the Company and any
Guarantors shall bind their successors and assigns, whether so expressed or not.

Section 111. SEPARABILITY CLAUSE.

In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 112. BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person (other than the parties hereto and their successors
hereunder, any Paying Agent and the Holders) any benefit or any legal or
equitable right, remedy or claim under this Indenture.

Section 113. GOVERNING LAW.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
THE CONFLICTS OF LAWS PRINCIPLES THEREOF).

Section 114. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of interest or
principal or premium, if any, 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 Interest Payment Date or Redemption Date, or at the Stated Maturity and no
interest shall accrue with respect to such payment for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be, to the next succeeding Business Day.

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Section 115. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

Each Guarantee, if any, of a non-U.S. Subsidiary will provide (i) that
the Guarantor has irrevocably designated and appointed The CT Corporation System
("CT") as its authorized agent to receive and forward on its behalf service of
any and all process which may be served in any suit, action or proceeding
arising out of or relating to this Indenture, the Securities or any Guarantee
for actions brought under federal or state Securities laws or for actions
brought by the Trustee in any federal or state court in New York, (ii) that
service of process upon CT (or any successor) at its office at 1633 Broadway,
New York, New York 10019 shall be deemed in every respect effective service of
process upon the Guarantor in any such suit, action or proceeding and shall be
taken and held to be valid personal service upon the Guarantor and (iii) that
the Guarantor has irrevocably submitted to the jurisdiction of the federal and
state courts in New York for any such suit, action or proceeding. Said
designation and appointment shall be irrevocable. The Trustee is not the agent
for service of process for any such actions. To the extent that the Guarantor
may acquire any immunity from jurisdiction of any court or from any legal
process with respect to itself or its property, any such Guarantor will in the
Guarantee irrevocably waive such immunity in respect of its obligations under
this Indenture, the Securities or any Guarantee to the extent permitted by law
(it being understood that such waiver shall not be required to be made until
such time as the Guarantor shall become a Guarantor).

ARTICLE TWO

SECURITY FORMS

Section 201. FORMS GENERALLY.

The Securities and the Trustee's certificate of authentication shall
be in substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange, any organizational
document or governing instrument or applicable law or as may, consistently
herewith, be determined by the officers executing such Securities, as evidenced
by their execution of the Securities. Any portion of the text of any Security
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Security.

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all as determined by the officers executing such Securities, as evidenced by
their execution of such Securities.

Section 202. FORM OF FACE OF SECURITY.

The form of the face of the Securities shall be substantially as
follows:

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INTERNATIONAL CONTROLS CORP.

_________________________

___% SENIOR SECURED NOTES due 2002
CUSIP No.
No. ____________ $____________

INTERNATIONAL CONTROLS CORP., a Florida corporation (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
____________ or registered assigns, the principal sum of __________________
United States dollars on ______, 2002, at the office or agency of the Company
referred to below, and to pay interest thereon from ______, 1994 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on ________ and ______, in each year, commencing
_____, 1994 at the rate of __% per annum, in United States dollars, until the
principal hereof is paid or duly provided for.

The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be _______ or _______ (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid, or duly provided for, and interest on such defaulted
interest at the then applicable interest rate borne by the Securities, to the
extent lawful, shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of, premium, if any, and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in The City of New York, or at such other office or agency of the
Company as may be maintained for such purpose, in such currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; PROVIDED, HOWEVER, that payment of interest may be
made at the option of the Company by check mailed to the address of the Person
entitled thereto as such address shall appear on the

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Security Register. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

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

Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF
LAWS PRINCIPLES THEREOF).

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers and its
corporate seal to be affixed or reproduced hereon.

INTERNATIONAL CONTROLS CORP.

By:________________________________
[Title]

Attest:
[SEAL]

_________________________________
Secretary

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Section 203. FORM OF REVERSE OF SECURITY.

The form of the reverse of the Securities shall be substantially as
follows:

This Security is one of a duly authorized issue of Securities of the
Company designated as its __% Senior Secured Notes due 2002 (herein called the
"Securities"), limited (except as otherwise provided in the Indenture referred
to below) in aggregate principal amount to $165,000,000, which may be issued
under an indenture (herein called the "Indenture") dated as of _______, 1994,
between the Company and First Fidelity Bank, National Association, as trustee
(herein called the "Trustee", which term includes any successor Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

The Indenture contains provisions for defeasance at any time of (a)
the entire Indebtedness on this Security and (b) certain restrictive covenants
and related Defaults and Events of Default, in each case upon compliance with
certain conditions set forth therein.

The Securities are subject to redemption, as a whole or in part, at
any time on or after _____, 1999 at the option of the Company upon not less than
30 nor more than 60 days' prior notice by first-class mail, at the election of
the Company, in amounts of $1,000 or an integral multiple of $1,000 at the
following redemption prices (expressed as a percentage of the principal amount)
if redeemed during the 12-month period beginning ______ of the years indicated
below:

Year Redemption Price
-------- --------------------

1999 %
2000 %
2001 %

and thereafter at 100% of the principal amount, in each case, together with
accrued and unpaid interest, if any, to the Redemption Date, all as provided in
the Indenture (subject to the right of Holders of record on relevant record
dates to receive interest due on an Interest Payment Date).

If less than all of the Securities are to be redeemed in the case of
any of the foregoing redemptions, the Trustee shall select the Securities or the
portion thereof to be redeemed pro rata, by lot or by any other method the
Trustee shall deem fair and reasonable.

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Upon the occurrence of a Change in Control, each Holder may require
the Company to repurchase all or a portion of such Holder's Securities at a
purchase price in cash equal to 101% of the principal amount thereof, together
with accrued and unpaid interest to the date of repurchase.

Under certain circumstances, in the event the Net Cash Proceeds
received by the Company from any Asset Sale, which proceeds are not used to
prepay Indebtedness outstanding under the New Credit Facility or invested in
properties or assets used in the businesses of the Company or reasonably related
thereto, exceeds a specified amount the Company will be required to apply such
proceeds to the repayment of the Securities and certain Indebtedness ranking
pari passu to the Securities.

In the case of any redemption of Securities, interest installments
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities, of record
at the close of business on the relevant record date referred to on the face
hereof. Securities (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the date of redemption.

In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.

If an Event of Default shall occur and be continuing, the principal
amount of all the Securities may be declared due and payable in the manner and
with the effect provided in the Indenture.

As provided in the Indenture and the Pledge Agreement and subject to
certain limitations therein set forth, the obligations of the Company under the
Indenture and this Security are secured, equally and ratably with the Company's
obligations under the New Credit Facility, by certain Collateral. Each Holder,
by holding this Security, agrees to all of the terms and provisions of the
Pledge Agreement.

The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a specified
percentage in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past Defaults under the Indenture and their consequences. Any such consent or
waiver by or on behalf of the Holder of this Security shall be conclusive and
binding upon such Holder

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and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company or any
Guarantor (in the event such Guarantor is obligated to make payments in respect
of the Securities), which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Security at the times, place, and
rate, and in the currency, herein prescribed.

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable on the Security
Register of the Company, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained for such purpose in
The City of New York or at such other office or agency of the Company as may be
maintained for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Securities
are exchangeable for a like aggregate principal amount of Securities of a
different authorized denomination, as requested by the Holder surrendering the
same.

No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof in the Security Register for all purposes, whether or not this Security
is overdue, and neither the Company, the Trustee nor any agent shall be affected
by notice to the contrary.

All terms used in this Security which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

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Section 204. Form of Trustee's Certificate of Authentication.

TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

Date:

First Fidelity Bank, National Association,
As Trustee

By:_____________________________
Authorized Signatory

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ARTICLE THREE

THE SECURITIES

Section 301. TITLE AND TERMS.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $165,000,000 in
principal amount of Securities, except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities pursuant to Section 303, 304, 305, 306, 906, 1011, 1014 or
1108.

The Securities shall be known and designated as the "__% Senior
Secured Notes due 2002" of the Company. The Stated Maturity of the Securities
shall be ______, 2002, and the Securities shall bear interest at the rate of __%
per annum from ______, 1994 or from the most recent Interest Payment Date to
which interest has been paid, as the case may be, payable on ___________, 1994
and semi-annually thereafter on _________, and __________, in each year, until
the principal thereof is paid or duly provided for.

The principal of, premium, if any, and interest on the Securities
shall be payable at the office or agency of the Company maintained for such
purpose in The City of New York, or at such other office or agency of the
Company as may be maintained for such purpose; PROVIDED, HOWEVER, that at the
option of the Company interest may be paid by check mailed to addresses of the
Persons entitled thereto as such addresses shall appear on the Security
Register. The initial such office shall be the office of the Trustee c/o Harris
Trust Company of New York, at 77 Water Street, New York, New York, until the
Company shall maintain some other office or agency for such purpose and shall
give the Trustee written notice of the location thereof. The Trustee shall be
the Paying Agent until such time as the Company shall designate a successor in
accordance with the terms of this Indenture.

The Securities shall be redeemable as provided in Article Eleven.

At the election of the Company, the entire indebtedness on the
Securities or certain of the Company's obligations and covenants and certain
Events of Default thereunder may be defeased as provided in Article Four.

Section 302. DENOMINATIONS.

The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.

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Section 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices on the date of such Securities.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and make available for delivery such
Securities as provided in this Indenture and not otherwise.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

In case the Company shall be consolidated or merged with or into any
other Person or shall sell, assign, convey, transfer, lease or otherwise dispose
of all or substantially all of its properties and assets to any Person, and the
successor Person resulting from such consolidation or surviving such merger, or
into which the Company shall have been merged, or the Person which shall have
received such assets and properties pursuant to any such sale, assignment,
conveyance, transfer, lease or other disposition as aforesaid, shall have
executed an indenture supplemental hereto with the Trustee pursuant to Article
Eight, any of the Securities authenticated or delivered prior to such
consolidation, merger, sale, assignment, conveyance, transfer, lease or other
disposition may, from time to time, at the request of the successor Person, be
exchanged for other Securities executed in the name of the successor Person with
such changes in phraseology and form as may be appropriate, but otherwise in
substance of like tenor as the Securities surrendered for such exchange and of
like principal amount; and the Trustee, upon Company Request of the successor
Person, shall authenticate and make available for delivery Securities as
specified in such request for the purpose of such

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exchange. If Securities shall at any time be authenticated and delivered in any
new name of a successor Person pursuant to this Section in exchange or
substitution for or upon registration of transfer of any Securities, such
successor Person, at the option of the Holders but without expense to them,
shall provide for the exchange of all Securities at the time Outstanding for
Securities authenticated and delivered in such new name.

The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities on behalf of the Trustee. Unless limited by
the terms of such appointment, an authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Security Registrar or Paying
Agent to deal with the Company and its Affiliates.

Section 304. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and make
available for delivery, temporary Securities which are printed, lithographed,
typewritten or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities.

If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 1002,
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a like
principal amount of definitive Securities of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities.

Section 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

The Company shall cause to be kept at the Corporate Trust Office of
the Trustee, or such other office as the Trustee may designate, a register (the
register maintained in such office being herein sometimes referred to as the
"Security Register") in which, subject to such reasonable regulations as the
Security Registrar may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby initially
appointed Security Registrar for the purpose of registering Securities and
transfers of Securities as herein provided.

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Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated pursuant to Section 1002, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denomination or denominations, of a like
aggregate principal amount.

At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.

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

Every Security presented or surrendered for registration of transfer,
or for exchange or redemption shall (if so required by the Company or the
Trustee) be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar, duly executed by
the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made to a Holder for any registration of
transfer or exchange or redemption of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to this Section 305 or Section 303,
304, 906, 1011, 1014 or 1108 not involving any transfer.

The Company shall not be required (a) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the mailing of a notice of redemption of the Securities selected
for redemption under Section 1104 and ending at the close of business on the day
of such mailing, or (b) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
Securities being redeemed in part.

Section 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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the Trustee, such security or indemnity, in each case, as may be required by
each of them to save each of them harmless, then, in the absence of notice to
the Company, any Guarantor or the Trustee that such Security has been acquired
by a bona fide purchaser, the Company shall execute and upon its written request
the Trustee shall authenticate and make available for delivery, in exchange for
any such mutilated Security or in lieu of any such destroyed, lost or stolen
Security, a replacement Security of like tenor and principal amount, bearing a
number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a replacement Security, pay such Security.

Upon the issuance of any replacement Securities under this Section,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every replacement Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company and the Guarantors, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

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

Section 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
in the Security Register at the close of business on the Regular Record Date for
such interest payment.

Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date and interest on such
defaulted interest at the then applicable interest rate borne by the Securities,
to the extent lawful (such defaulted interest and interest thereon herein
collectively called "Defaulted Interest") shall forthwith cease to be payable to
the Holder on the Regular Record Date; and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in Subsection (a) or
(b) below:

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(a) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date (not less
than 30 days after such notice) of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Subsection provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company in writing of such
Special Record Date. In the name and at the expense of the Company, the Trustee
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder at the address as it appears in the Security Register, not less than 10
days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities (or their respective Predecessor Securities) are registered on such
Special Record Date and shall no longer be payable pursuant to the following
Subsection (b).

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

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

Section 308. PERSONS DEEMED OWNERS.

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for all other purposes whatsoever, whether or not such Security is overdue, and
neither the Company, any Guarantor, the Trustee nor any agent of the Company,
any Guarantor or the Trustee shall be affected by notice to the contrary.

Section 309. CANCELLATION.

All Securities surrendered for payment, purchase, redemption,
registration of transfer or exchange shall be delivered to the Trustee and, if
not already cancelled, shall be promptly cancelled by it. The Company and any
Guarantor may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company or
such Guarantor may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be returned to the Company. The Trustee
shall provide the Company a list of all Securities that have been cancelled from
time to time as requested by the Company.

Section 310. COMPUTATION OF INTEREST.

Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

Section 311. CUSIP NUMBERS.

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

ARTICLE FOUR

DEFEASANCE AND COVENANT DEFEASANCE

Section 401. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE.

The Company may, at its option by Board Resolution, at any time, with
respect to the Securities, elect to have either Section 402 or Section 403 be
applied to all

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of the Outstanding Securities (the "Defeased Securities"), upon compliance with
the conditions set forth below in this Article Four.

Section 402. DEFEASANCE AND DISCHARGE.

Upon the Company's exercise under Section 401 of the option applicable
to this Section 402, the Company and any Guarantor, if any, shall be deemed to
have been discharged from its obligations with respect to the Defeased
Securities on the date the conditions set forth below are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Defeased Securities, which shall thereafter be deemed to be
"Outstanding" only for the purposes of Section 405 and the other Sections of
this Indenture referred to in (a) and (b) below, and to have satisfied all its
other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, and,
upon written request, shall execute proper instruments acknowledging the same),
except for the following which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of Defeased Securities to
receive solely from the trust fund described in Section 404 and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Securities when such payments are due, (b) the
Company's obligations with respect to such Defeased Securities under Sections
304, 305, 306, 1002 and 1003, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, including, without limitation, the
Trustee's rights under Section 606, and (d) this Article Four. Subject to
compliance with this Article Four, the Company may exercise its option under
this Section 402 notwithstanding the prior exercise of its option under Section
403 with respect to the Securities.

Section 403. COVENANT DEFEASANCE.

Upon the Company's exercise under Section 401 of the option applicable
to this Section 403, each of the Company and any Guarantor, if any, shall be
released from its obligations under any covenant or provision contained in
Sections 1005 through 1018 and the provisions of Article Eight and Article
Twelve shall not apply, with respect to the Defeased Securities on and after the
date the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"), and the Defeased Securities shall thereafter be deemed to be not
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to the Defeased Securities, the Company and each Guarantor, if any, may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section or Article, whether directly or
indirectly, by reason of any reference

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elsewhere herein to any such Section or Article or by reason of any reference in
any such Section or Article to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 501(c), but, except as specified above, the remainder
of this Indenture and such Defeased Securities shall be unaffected thereby.

Section 404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

The following shall be the conditions to application of either Section
402 or Section 403 to the Defeased Securities:

(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 609 who shall agree to comply with the provisions of this Article Four
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, (a) United States dollars in
an amount, or (b) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
money in an amount, or (c) a combination thereof, sufficient, in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (or other qualifying
trustee), to pay and discharge and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge the principal of, premium, if
any, and interest on the Defeased Securities on the Stated Maturity of such
principal or installment of principal or interest (or on any date after ______,
1999 (such date being referred to as the "Defeasance Redemption Date"), if when
exercising either defeasance or covenant defeasance, the Company has delivered
to the Trustee an irrevocable notice to redeem all of the Outstanding Securities
on the Defeasance Redemption Date); PROVIDED that the Trustee shall have been
irrevocably instructed to apply such United States dollars or the proceeds of
such U.S. Government Obligations to said payments with respect to the
Securities. For this purpose, "U.S. Government Obligations" means securities
that are (i) direct obligations of the United States of America for the timely
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act), as custodian with respect
to any such U.S. Government Obligation or a specific payment of principal of or
interest on any such U.S. Government Obligation held by such custodian for the
account of the holder of such depository receipt, PROVIDED that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt

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from any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt.

(2) In the case of an election under Section 402, the Company shall
have delivered to the Trustee an independent Opinion of Counsel in the United
States stating that (x) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (y) since the date
hereof, there has been a change in the applicable United States federal income
tax law or the judicial interpretation thereof, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of the
Outstanding Securities will not recognize income, gain or loss for United States
federal income tax purposes as a result of such defeasance and will be subject
to United States federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such defeasance had not
occurred.

(3) In the case of an election under Section 403, the Company shall
have delivered to the Trustee an independent Opinion of Counsel in the United
States to the effect that the Holders of the Outstanding Securities will not
recognize income, gain or loss for United States federal income tax purposes as
a result of such covenant defeasance and will be subject to United States
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such covenant defeasance had not occurred.

(4) No Default or Event of Default shall have occurred and be
continuing on the date of such deposit or, insofar as subsection 501(g) and (h)
are concerned, at any time during the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).

(5) Such defeasance or covenant defeasance shall not cause the
Trustee for the Securities to have a conflicting interest with respect to any
securities of the Company or any Guarantor.

(6) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a Default under, this Indenture or any
other material agreement or instrument to which the Company or any Guarantor is
a party or by which it is bound.

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established pursuant to this Article will not be subject to the effect of any
applicable United States bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally. (For the limited purpose of the Opinion
of Counsel referred to in this clause (7), such Opinion may contain an
assumption that the conclusions contained in a customary solvency letter by a
nationally recognized appraisal firm, dated as of the date of the deposit and
taking into account such deposit, are accurate as of such date, PROVIDED that
such solvency letter is also addressed and delivered to the Trustee.)

(8) The Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of the Securities or any Guarantee over the other
creditors of the Company or any Guarantor with the intent of defeating,
hindering, delaying or defrauding creditors of the Company, any Guarantor or
others.
(9) No event or condition shall exist that would prevent the Company
from making payments of the principal of, premium, if any, and interest on the
Securities on the date of such deposit or at any time during the period ending
on the 91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).

(10) The Company shall have delivered to the Trustee an Officers'
Certificate and an independent Opinion of Counsel, each stating that all
conditions precedent (other than conditions requiring the passage of time)
provided for relating to either the defeasance under Section 402 or the covenant
defeasance under Section 403 (as the case may be) have been complied with as
contemplated by this Section 404.

Opinions of Counsel required to be delivered under this Section may
have qualifications customary for opinions of the type required and counsel
delivering such Opinions of Counsel may rely on certificates of the Company or
government or other officials customary for opinions of the type required,
including certificates certifying as to matters of fact, including that various
financial covenants have been complied with.

Section 405. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

Subject to the provisions of the last paragraph of Section 1003, all
United States dollars and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee--collectively
for purposes of this Section 405, the "Trustee") pursuant to Section 404 in
respect of the Defeased Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in

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respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Defeased Securities.

Anything in this Article Four to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any United States dollars or U.S. Government Obligations held by it as
provided in Section 404 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance. In the event of an error in any calculation resulting in a
withdrawal hereunder, the Company shall deposit an amount equal to the amount
erroneously withdrawn as promptly as practicable after becoming aware of such
error.

Section 406. REINSTATEMENT.

If the Trustee or Paying Agent is unable to apply any United States
dollars or U.S. Government Obligations in accordance with Section 402 or 403, as
the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to Section 402
or 403, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such United States dollars or U.S. Government Obligations
in accordance with Section 402 or 403, as the case may be; PROVIDED, HOWEVER,
that if the Company makes any payment to the Trustee or Paying Agent of
principal, premium, if any, or interest on any Security following the
reinstatement of its obligations, the Trustee or Paying Agent shall promptly pay
any such amount to the Holders of the Securities and the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent.

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ARTICLE FIVE

REMEDIES

Section 501. EVENTS OF DEFAULT.

"Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall occasioned by the provisions of Article Twelve or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

An Event of Default will occur under this Indenture if:

(a) there shall be a default in the payment of any interest on any
Security when it becomes due and payable, and such default shall continue for a
period of 30 days;

(b) there shall be a default in the payment of the principal of (or
premium, if any, on) any Security when and as the same shall become due and
payable (at its maturity, upon acceleration, optional or mandatory redemption,
required repurchase or otherwise);

(c) (i) there shall be a default in the performance, or breach, of
any covenant or agreement of the Company or any Guarantor under the Pledge
Agreement or this Indenture (other than a default in the performance, or breach,
of a covenant or agreement which is specifically dealt with in paragraphs (a) or
(b) or in clauses (ii), (iii) and (iv) of this paragraph (c)) and such default
or breach shall continue for a period of 60 days after written notice has been
given, by certified mail, (A) to the Company by the Trustee or (B) to the
Company and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities; (ii) there shall be a default in the
performance or breach of the provisions described in Article Eight; (iii) the
Company shall have failed to make or consummate a Change of Control Offer in
accordance with the provisions of Section 1014; or (iv) the Company shall have
failed to make or consummate an Offer in accordance with the provisions of
Section 1011;

(d) (i) any default in the payment of principal, premium, if any, or
interest on any Indebtedness shall have occurred under any agreements,
indentures or instruments under which the Company or any Subsidiary then has
outstanding Indebtedness which aggregate in excess of $5 million when the same
shall become due and payable and continuation of such default after any
applicable grace period and, if such Indebtedness has not already matured at its
final maturity in accordance with its terms, the holder of such Indebtedness
shall have the right to accelerate such

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Indebtedness or (ii) an event of default as defined in any of the agreements,
indentures or instruments described in clause (i) of this paragraph (d) shall
have occurred and the Indebtedness thereunder, if not already matured at its
final maturity in accordance with its terms, shall have been accelerated;

(e) one or more judgments, orders or decrees for the payment of money
in excess of $5 million, either individually or in the aggregate, shall be
entered against the Company or any Subsidiary or any of their respective
properties and shall not be discharged and either (i) enforcement proceedings
shall have been commenced upon such judgment, order or decree or (ii) there
shall have been a period of 60 consecutive days during which a stay of
enforcement of such judgment or order, by reason of an appeal or otherwise,
shall not be in effect;

(f) the Pledge Agreement shall for any reason cease to be, or be
asserted in writing by the Company not to be, in full force and effect and
enforceable in accordance with its terms, or any security interest purported to
be created by the Pledge Agreement shall cease to be a valid and perfected
security interest in any Collateral;

(g) there shall have been the entry by a court of competent
jurisdiction of (i) a decree or order for relief in respect of the Company or
any Material Subsidiary in an involuntary case or proceeding under any
applicable Bankruptcy Law or (ii) a decree or order adjudging the Company or any
Material Subsidiary bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any
Material Subsidiary under any applicable Federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any Material Subsidiary or of any substantial
part of its property, or ordering the winding up or liquidation of its affairs,
and any such decree or order for relief shall continue to be in effect, or any
such other decree or order shall be unstayed and in effect, for a period of 60
consecutive days; or

(h) (i) the Company or any Material Subsidiary commences a voluntary
case or proceeding under any applicable Bankruptcy Law or any other case or
proceeding to be adjudicated bankrupt or insolvent, (ii) the Company or any
Material Subsidiary consents to the entry of a decree or order for relief in
respect of the Company or such Material Subsidiary in an involuntary case or
proceeding under any applicable Bankruptcy Law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, (iii) the Company or any
Material Subsidiary files a petition or answer or consent seeking reorganization
or relief under any applicable Federal or state law, (iv) the Company or any
Material Subsidiary (A) consents to the filing of such petition or the
appointment of, or taking possession by, a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or such
Material Subsidiary or of any substantial part of its property, (B) makes an
assignment for the benefit of creditors or (C) admits in writing its inability
to pay its debts generally as they

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become due or (v) the Company or any Material Subsidiary takes any corporate
action in furtherance of any such actions in this paragraph (h).

The Company shall deliver to the Trustee within five business days
after the occurrence thereof, written notice, in the form of an Officers'
Certificate, of any Default, its status and what action the Company is taking or
proposes to take with respect thereto.

Section 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default (other than as specified in paragraphs (g) and
(h) of Section 501) shall occur and be continuing, the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Securities then
Outstanding may declare by notice to the Company (or the Company and the Trustee
if notice is given by the Holders) the Securities due and payable immediately at
their principal amount together with accrued and unpaid interest, if any, to the
date the Securities shall have become due and payable and thereupon the Trustee
may, at its discretion, proceed to protect and enforce the rights of the Holders
of Securities by appropriate judicial proceeding. If an Event of Default
specified in paragraph (g) or (h) of Section 501 occurs and is continuing, then
all the Securities shall IPSO FACTO become and be immediately due and payable,
in an amount equal to the principal amount of the Securities, together with
accrued and unpaid interest, if any, to the date the Securities become due and
payable, without any declaration or other act on the part of the Trustee or any
Holder.

Notwithstanding the provisions of Section 513, at any time after a
declaration of acceleration, but before a judgment or decree for payment of the
money due has been obtained by the Trustee, the Holders of at least a majority
in aggregate principal amount of Securities Outstanding, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if:

(a) the Company has paid or deposited with the Trustee a sum
sufficient to pay

(i) all sums paid or advanced by the Trustee under this
Indenture and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel,

(ii) all overdue interest on all Securities,

(iii) the principal of and premium, if any, on any Securities
which have become due otherwise than by such declaration of acceleration and
interest thereon at the rate borne by the Securities, and

(iv) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate borne by the Securities; and

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(b) all Events of Default, other than the non-payment of principal of
the Securities which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any
right consequent thereon provided in Section 513.

Section 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

The Company and any Guarantor covenant that if

(a) default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for a
period of 30 days, or

(b) default is made in the payment of the principal of or premium, if
any, on any Security at the Stated Maturity thereof, the Company and any such
Guarantor will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and premium, if any, and interest, with interest upon
the overdue principal and premium, if any, and, to the extent that payment of
such interest shall be legally enforceable, upon overdue installments of
interest, at the rate borne by the Securities; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

If the Company or any Guarantor, as the case may be, fails to pay such
amounts forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid and may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Company or any Guarantor or
any other obligor upon the Securities and collect the moneys adjudged or decreed
to be payable in the manner provided by law out of the property of the Company
or any Guarantor or any other obligor upon the Securities, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders under this Indenture or the Guarantees, if any, by such appropriate
private or judicial proceedings as the Trustee shall deem most effectual to
protect and enforce such rights, including, seeking recourse against any
Guarantor pursuant to the terms of any Guarantee, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein or therein, or to enforce any other

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proper remedy, including, without limitation, seeking recourse against any
Guarantor pursuant to the terms of a Guarantee, or to enforce any other proper
remedy, subject however to Section 512.

Section 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor, including each
Guarantor, if any, upon the Securities or the property of the Company or of such
other obligor, if any, or their creditors, the Trustee (irrespective of whether
the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of overdue principal
or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,

(a) to file and prove a claim for the whole amount of principal, and
premium, if any, and interest owing and unpaid in respect of the Securities and
to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or similar official in any
such judicial proceeding, is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 606.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

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Section 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
and as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 506. APPLICATION OF MONEY COLLECTED.

Any money collected by the Trustee pursuant to this Article or
otherwise on behalf of the Holders or the Trustee pursuant to this Article or
through any proceeding or any arrangement or restructuring in anticipation or in
lieu of any proceeding contemplated by this Article shall be applied, subject to
applicable law, in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
premium, if any, or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section
606;

SECOND: To the payment of the amounts then due and unpaid upon the
Securities for principal, premium, if any, and interest, in respect of which or
for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal, premium, if any, and interest; and

THIRD: The balance, if any, to the Person or Persons entitled
thereto, including the Company, provided that all sums due and owing to the
Holders and the Trustee have been paid in full as required by this Indenture.

Section 507. LIMITATION ON SUITS.

No Holder of any Securities shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

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(a) such Holder has previously given written notice to the Trustee of
a continuing Event of Default;

(b) the Holders of not less than 25% in principal amount of the
Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture or any Guarantee to affect, disturb or prejudice the rights of
any other Holders, or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner provided in this Indenture or any Guarantee and for the equal and ratable
benefit of all the Holders.

Section 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST.

Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right on the terms stated herein, which is absolute
and unconditional, to receive payment of the principal of, premium, if any, and
(subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

Section 509. RESTORATION OF RIGHTS AND REMEDIES.

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Guarantors, if any, the Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

Section 510. RIGHTS AND REMEDIES CUMULATIVE.

No right or remedy herein conferred upon or reserved to the Trustee or
to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 511. DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

Section 512. CONTROL BY HOLDERS.

The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, PROVIDED that

(a) such direction shall not be in conflict with any rule of law or
with this Indenture or any Guarantee;

(b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

(c) subject to Section 602, the Trustee shall have the right to
decline any such direction if the Trustee, in good faith shall, by a Responsible
Officer, determine that the proceeding so directed would involve the Trustee in
personal liability.

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Section 513. WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities may on behalf of the Holders of all the Securities
waive any past Default under this Indenture and its consequences, except a
Default

(a) in the payment of the principal of, premium, if any, or interest
on any Security, or

(b) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of each
Outstanding Security.

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

Section 514. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of, premium, if any, or interest on any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

Section 515. WAIVER OF STAY, EXTENSION OR USURY LAWS.

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of the principal of, premium, if any, or interest on the Securities contemplated
herein or in the Securities or which may affect the covenants or the performance
of this Indenture; and each of the Company and the Guarantors, if any, (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

ARTICLE SIX

THE TRUSTEE

Section 601. NOTICE OF DEFAULTS.

Within 60 days after the occurrence of any Default, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear in the
Security Register, notice of such Default hereunder known to the Trustee, unless
such Default shall have been cured or waived; PROVIDED, HOWEVER, that, except in
the case of a Default in the payment of the principal of, premium, if any, or
interest on any Security, the Trustee shall be protected in withholding such
notice if and so long as a trust committee of Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders.

Section 602. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of Trust Indenture Act Sections
315(a) through 315(d):

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

(b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

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respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon in accordance with such advice or Opinion of Counsel;

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

(e) the Trustee shall not be liable for any action taken or omitted
by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture other than any
liabilities arising out of the negligence of the Trustee;

(f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, approval,
appraisal, bond, debenture, note, coupon, security or other paper or document
unless, subject to Section 602(d) above, requested in writing to do so by the
Holders of not less than a majority in aggregate principal amount of the
Securities then Outstanding; PROVIDED that, if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such
expenses or liabilities as a condition to proceeding; the reasonable expenses of
every such investigation shall be paid by the Company or, if paid by the Trustee
or any predecessor Trustee, shall be repaid by the Company upon demand;
PROVIDED, FURTHER, the Trustee in its discretion may make such further inquiry
or investigation into such facts or matters as it may deem fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall
be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

(h) no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers;

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(i) 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 (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate (and, without limiting the generality of the
foregoing, the Trustee may rely on an Officers' Certificate that a guarantee by
a Subsidiary meets the requirements of Section 1015);

(j) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and

(k) the Trustee shall not be charged in the knowledge of any Default
or Event of Default with respect to the Securities unless either (i) a
Responsible Officer of the Trustee shall have actual knowledge of the Default or
Event of Default or (ii) written notice of such Default or Event of Default
shall have been given to the Trustee in accordance with the terms of this
Indenture.

Section 603. TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITIONS OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF.

The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made by
it in a Statement of Eligibility on Form T-1 supplied to the Company are true
and accurate subject to the qualifications set forth therein. The Trustee shall
not be accountable for the use or application by the Company of Securities or
the proceeds thereof.

Section 604. TRUSTEE AND AGENTS MAY HOLD SECURITIES;
COLLECTIONS; ETC.

The Trustee, any Paying Agent, Security Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities, with the same rights it would have if it were not the
Trustee, Paying Agent, Security Registrar or such other agent and, subject to
Trust Indenture Act Sections 310 and 311, may otherwise deal with the Company
and receive, collect, hold and retain collections from the Company with the same
rights it would have if it were not the Trustee, Paying Agent, Security
Registrar or such other agent.

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Section 605. MONEY HELD IN TRUST.

All moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Except for funds or securities deposited with the
Trustee pursuant to Article Four, the Trustee shall invest all moneys received
by the Trustee, until used or applied as herein provided, in Temporary Cash
Investments only in accordance with a Company Order.

Section 606. COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS
PRIOR CLAIM.

The Company covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, such compensation as the Company and
the Trustee shall from time to time agree in writing for all services rendered
by it hereunder (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) and the Company covenants and
agrees to pay or reimburse the Trustee and each predecessor Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by or on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all agents and other persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its negligence or
bad faith. The Company also covenants to indemnify the Trustee and each
predecessor Trustee for, and to hold it harmless against, any and all losses,
liabilities, taxes, assessments or other governmental charges (other than taxes
applicable to the Trustee's compensation hereunder) or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including enforcement of this Section 606 and also including
any liability which the Trustee may incur as a result of failure to withhold,
pay or report any tax, assessment or other governmental charge, and the costs
and expenses of defending itself against or investigating any claim of liability
in connection with the exercise of its powers and duties hereunder. The
obligations of the Company under this Section to compensate and indemnify the
Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, disbursements and advances shall
constitute an additional obligation hereunder and shall survive the satisfaction
and discharge of this Indenture.

The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 606, except with respect to funds
held in trust for the benefit of the Holders of particular Securities.

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When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(g) or Section 501(h), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

All such payments and reimbursements shall bear interest on the amount
outstanding from time to time at a rate per annum (computed on the basis of the
actual number of days elapsed over a year of 360 days) equal to the prime rate
announced by the Trustee from time to time.

Section 607. CONFLICTING INTERESTS.

The Trustee shall comply with the provisions of Section 310(b) of the
Trust Indenture Act.

Section 608. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under Trust Indenture Act Section 310(a)(1) and which
shall have a combined capital and surplus of at least $100,000,000, and have a
Corporate Trust Office or an agent in The City of New York to the extent there
is such an institution eligible and willing to serve. If the Trustee does not
have a New York office, the Trustee shall appoint an agent in The City of New
York to conduct any activities as contemplated by Section 1002 on behalf of the
Trustee to be performed in The City of New York. The Trustee may not rescind
any such agency without the consent of the Company which shall not be
unreasonably withheld. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of federal, state,
territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

Section 609. RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR TRUSTEE.

(a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 610.

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(b) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign by giving written notice thereof to the Company. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor Trustee by written instrument executed by authority of the Board of
Directors of the Company, a copy of which shall be delivered to the resigning
Trustee and a copy to the successor Trustee. If an instrument of acceptance by
a successor Trustee shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may, or
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee. Such
court may thereupon, after such notice, if any, as it may deem proper, appoint a
successor Trustee.

(c) The Trustee may be removed at any time by an
Act of the Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities, delivered to the Trustee and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with the provisions of
Trust Indenture Act Section 310(b) after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 608 and
shall fail to resign after written request therefor by the Company or
by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 514, the Holder of any Security who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor Trustee.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by

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a Board Resolution, shall promptly appoint a successor Trustee. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders of the
Securities and accepted appointment in the manner hereinafter provided, the
Holder of any Security who has been a bona fide Holder for at least six months
may, subject to Section 514, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.

(f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office or agent hereunder.

Section 610. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee as if originally named as Trustee hereunder;
but, nevertheless, on the written request of the Company or the successor
Trustee, upon payment of its charges then unpaid, such retiring Trustee shall,
pay over to the successor Trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
Trustee all such rights, powers, duties and obligations. Upon request of any
such successor Trustee, the Company shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all
such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain
a prior claim upon all property or funds held or collected by such Trustee or
such successor Trustee to secure any amounts then due such Trustee pursuant to
the provisions of Section 606.

No successor Trustee with respect to the Securities shall accept
appointment as provided in this Section 610 unless at the time of such
acceptance such successor Trustee shall be eligible to act as Trustee under the
provisions of Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $100,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 608 in
The City of New York.

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Upon acceptance of appointment by any successor Trustee as provided in
this Section 610, the Company shall give notice thereof to the Holders of the
Securities, by mailing such notice to such Holders at their addresses as they
shall appear on the Security Register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by
Section 609. If the Company fails to give such notice within 10 days after
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be given at the expense of the Company.

Section 611. MERGER, CONVERSION, AMALGAMATION, CONSOLIDATION OR
SUCCESSION TO BUSINESS.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated or amalgamated, or any corporation resulting
from any merger, conversion, amalgamation or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be eligible under Trust
Indenture Act Section 310(a) and this Article Sixth and shall have a combined
capital and surplus of at least $100,000,000 and have a Corporate Trust Office
or an agent selected in accordance with Section 608 in the City of New York,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

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

Section 612. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

If and when the Trustee shall be or become a creditor of the Company
(or other obligor under the Securities), the Trustee shall be subject to the
provisions of the

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Trust Indenture Act regarding the collection of claims against the Company (or
any such other obligor).

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS.

The Company will furnish or cause to be furnished to the Trustee

(a) semi-annually, not more than 15 days after each Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Regular Record Date; and

(b) at such other times as the Trustee may request in writing, within
30 days after receipt by the Company of any such request, a list of similar form
and content as of a date not more than 15 days prior to the time such list is
furnished;

PROVIDED, HOWEVER, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

Section 702. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Holders in accordance with
Trust Indenture Act Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Trust Indenture
Act Section 312.

Section 703. REPORTS BY TRUSTEE.

Within 60 days after May 15 of each year commencing with the first May
15 after the first issuance of Securities, the Trustee shall transmit by mail to
all Holders, as their names and addresses appear in the Security Register, as
provided in Trust Indenture Act Section 313(c), a brief report dated as of such
May 15 in accordance with and to the extent required by Trust Indenture Act
Section 313(a).

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Section 704. REPORTS BY COMPANY AND ANY GUARANTOR.

The Company and any Guarantor shall:

(a) file with the Trustee, within 15 days after the Company or any
Guarantor, as the case may be, is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company or any
Guarantor may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934; or, if the Company or any
Guarantor, as the case may be, is not required to file information, documents or
reports pursuant to either of said Sections, then it shall file with the Trustee
and the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

(b) file with the Trustee and the Commission, in accordance with the
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company, or any Guarantor, as the case may be, with the conditions and covenants
of this Indenture as may be required from time to time by such rules and
regulations; and

(c) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, within 30 days after the filing thereof with
the Trustee, in the manner and to the extent provided in Trust Indenture Act
Section 313(c), such summaries of any information, documents and reports
required to be filed by the Company, or any Guarantor, as the case may be,
pursuant to Subsections (a) and (b) of this Section as may be required by rules
and regulations prescribed from time to time by the Commission.

ARTICLE EIGHT

CONSOLIDATION, MERGER, AMALGAMATION,
CONVEYANCE, TRANSFER OR LEASE

Section 801. COMPANY OR GUARANTOR MAY CONSOLIDATE, MERGE, ETC., ONLY
ON CERTAIN TERMS.

(a) The Company shall not, in a single transaction or a series of
related transactions, consolidate with or merge with or into any other Person or
sell, assign,

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convey, transfer, lease or otherwise dispose of all or substantially all of its
properties and assets to any Person or group of affiliated Persons, or permit
any of its Subsidiaries to enter into any such transaction or transactions if
such transaction or series of related transactions, in the aggregate, would
result in a sale, assignment, conveyance, transfer, lease or disposition of all
or substantially all of the properties and assets of the Company and its
Subsidiaries on a Consolidated basis to any other Person or group of affiliated
Persons, unless at the time and after giving effect thereto:

(i) either (A) the Company shall be the continuing corporation
or (B) the Person (if other than the Company) formed by such consolidation or
into which the Company is merged or the Person which acquires by sale,
assignment, conveyance, transfer, lease or disposition all or substantially all
of the properties and assets of the Company and its Subsidiaries on a
Consolidated basis (the "Surviving Entity") shall be a corporation duly
organized and validly existing under the laws of the United States of America,
any state thereof or the District of Columbia and such Person assumes by a
supplemental indenture in a form reasonably satisfactory to the Trustee, all the
obligations of the Company under the Securities and this Indenture, and this
Indenture shall remain in full force and effect;

(ii) immediately before and immediately after giving effect to
such transaction on a PRO FORMA basis, no Default or Event of Default shall have
occurred and be continuing;

(iii) immediately after giving effect to such transaction on a PRO
FORMA basis, the Consolidated Net Worth of the Company (or the Surviving Entity
if the Company is not the continuing obligor under this Indenture) is equal to
or greater than the Consolidated Net Worth of the Company immediately prior to
such transaction;

(iv) immediately before and immediately after giving effect to
such transaction on a PRO FORMA basis (on the assumption that the transaction
occurred on the first day of the four-quarter period immediately prior to the
consummation of such transaction with the appropriate adjustments with respect
to the transaction being included in such PRO FORMA calculation), the Company
(or the Surviving Entity if the Company is not the continuing obligor under this
Indenture) could incur $1.00 of additional Indebtedness under the provisions of
Section 1008 (other than Permitted Indebtedness);

(v) each Guarantor, if any, unless it is the other party to the
transactions described above, shall have by supplemental indenture confirmed
that its Guarantee shall apply to such Person's obligations under this Indenture
and the Securities;

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(vi) if any of the property or assets of the Company or any of
its Subsidiaries would thereupon become subject to any Lien, the provisions of
Section 1012 are complied with; and

(vii) the Company or the Surviving Entity shall have delivered, or
caused to be delivered, to the Trustee, in form and substance reasonably
satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel,
each to the effect that such consolidation, merger, transfer, sale, assignment,
lease or other transaction and the supplemental indenture in respect thereto
comply with the provisions of this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.

(b) Each Guarantor shall not, and the Company will not permit a
Guarantor to, in a single transaction or series of related transactions, merge
or consolidate with or into any other corporation (other than the Company or any
other Guarantor) or other entity, or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets on a
Consolidated basis to any entity (other than the Company or any other Guarantor)
unless at the time and after giving effect thereto:

(i) either (A) such Guarantor shall be the continuing
corporation or (B) the entity (if other than such Guarantor) formed by such
consolidation or into which such Guarantor is merged or the entity which
acquires by sale, assignment, conveyance, transfer, lease or disposition the
properties and assets of such Guarantor shall be a corporation duly organized
and validly existing under the laws of the United States, any state thereof or
the District of Columbia and shall expressly assume by a supplemental indenture,
executed and delivered to the Trustee, in a form reasonably satisfactory to the
Trustee, all the obligations of such Guarantor under the Securities and this
Indenture;

(ii) immediately before and immediately after giving effect to
such transaction on a PRO FORMA basis, no Default or Event of Default shall have
occurred and be continuing; and

(iii) such Guarantor shall have delivered to the Trustee, in form
and substance reasonably satisfactory to the Trustee, an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, sale,
assignment, conveyance, transfer, lease or disposition and such supplemental
indenture comply with this Indenture, and thereafter all obligations of the
predecessor shall terminate.

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Section 802. SUCCESSOR SUBSTITUTED.

In the event of any transaction described in and complying with the
conditions listed in the immediately preceding paragraphs in which the Company
or any Guarantor is not the continuing corporation, the successor Person formed
or remaining shall succeed to, and be substituted for, and may exercise every
right and power of, the Company or such Guarantor, as the case may be, and the
Company or such Guarantor, as the case may be, shall be discharged from all
obligations and covenants under this Indenture, the Securities or such
Guarantee, as the case may be; PROVIDED that in the case of a transfer by lease,
the predecessor shall not be released from the payment of principal and interest
on the Securities or such Guarantee, as the case may be.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 901. SUPPLEMENTAL INDENTURES AND AGREEMENTS WITHOUT CONSENT
OF HOLDERS.

Without the consent of any Holders, the Company and the Guarantors, if
any, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto or
agreements or other instruments with respect to any Guarantee, in form and
substance satisfactory to the Trustee, for any of the following purposes:

(a) to evidence the succession of another Person to the Company or a
Guarantor, and the assumption by any such successor of the covenants of the
Company or such Guarantor herein and in the Securities and in any Guarantee;

(b) to add to the covenants of the Company or any Guarantor for the
benefit of the Holders, or to surrender any right or power herein conferred upon
the Company or any Guarantor, as applicable, herein, in the Securities or in any
Guarantee;

(c) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein or
in any Guarantee, or to make any other provisions with respect to matters or
questions arising under this Indenture, the Securities or any Guarantee;
PROVIDED, that, in each case, such provisions shall not adversely affect the
interests of the Holders;

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(d) to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust Indenture
Act, as contemplated by Section 905 or otherwise;

(e) to add a Guarantor pursuant to the requirements of Sections 1013
or 1015;

(f) to evidence and provide the acceptance of the appointment of a
successor Trustee hereunder;

(g) to secure the Securities pursuant to the requirements of Section
1012 or otherwise; or

(h) to mortgage, pledge, hypothecate or grant a security interest in
favor of the Trustee for the benefit of the Holders as additional security for
the payment and performance of the Indenture Obligations, in any property or
assets, including any which are required to be mortgaged, pledged or
hypothecated, or in which a security interest is required to be granted to the
Trustee, pursuant to this Indenture or otherwise.

Section 902. SUPPLEMENTAL INDENTURES AND AGREEMENTS WITH CONSENT OF
HOLDERS.

With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company, each Guarantor, if any, and the Trustee, the Company,
and each Guarantor (if a party thereto) when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto or
agreements or other instruments with respect to any Guarantee in form and
substance satisfactory to the Trustee for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders under this
Indenture, the Securities or any Guarantee; PROVIDED, FURTHER, that no such
supplemental indenture, agreement or instrument shall, without the consent of
the Holder of each Outstanding Security affected thereby:

(a) change the Stated Maturity of the principal of, or any
installment of interest on, any Security or waive a default in the payment of
the principal of, or interest on any Security or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or change the coin or currency in which the principal of any
Security or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment after the Stated
Maturity thereof;

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(b) amend, change or modify the obligation of the Company to make and
consummate a Change of Control Offer in the event of a Change of Control in
accordance with Section 1014 or make and consummate an Offer in accordance with
Section 1011, including, in each case, amending, changing or modifying any of
the definitions with respect thereto;

(c) reduce the percentage in principal amount of the Outstanding
Securities, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver of
compliance with certain provisions of this Indenture or certain Defaults
hereunder and their consequences provided for in this Indenture or with respect
to any Guarantee;

(d) modify any of the provisions of this Section or Sections 513 and
1021, except to increase any such percentage of Outstanding Securities required
for such actions or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each Security
affected thereby; or

(e) except as otherwise permitted under Article Eight, consent to the
assignment or transfer by the Company or any Guarantor of any of their rights
and obligations under this Indenture;

(f) amend or modify any of the provisions of this Indenture in any
manner which subordinates the Securities in right of payment to other
Indebtedness of the Company or which subordinates any Guarantee in right of
payment to other Indebtedness of such Guarantor; or

(g) consent to the release of any Collateral from the Lien created by
the Pledge Agreement or permit the creation of any Lien on the Collateral except
in each case in accordance with the terms of this Indenture and the Pledge
Agreement.

Upon the written request of the Company and each Guarantor, if any,
accompanied by a copy of a Board Resolution authorizing the execution of any
such supplemental indenture or Guarantee, and upon the filing with the Trustee
of evidence of the consent of Holders as aforesaid, the Trustee shall join with
the Company and each Guarantor in the execution of such supplemental indenture
or Guarantee.

It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture or Guarantee
or agreement or instrument relating to any Guarantee, but it shall be sufficient
if such Act shall approve the substance thereof.

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Section 903. EXECUTION OF SUPPLEMENTAL INDENTURES AND AGREEMENTS.

In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement or instrument permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (subject to the Trust Indenture Act Sections 315(a)
through 315(d) and Section 602 hereof) shall be fully protected in relying upon,
an Opinion of Counsel and an Officers' Certificate stating that the execution of
such supplemental indenture, agreement or instrument is authorized or permitted
by this Indenture. The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture, agreement or instrument which affects the
Trustee's own rights, duties or immunities under this Indenture, any Guarantee
or otherwise.

Section 904. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 905. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

Section 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and each Guarantor, if any, and authenticated and
delivered by the Trustee in exchange for Outstanding Securities.

Section 907. RECORD DATE.

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shall promptly notify the Trustee of any such record date. If a record date is
fixed, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to consent to
such supplemental indenture, agreement or instrument or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. The record date shall be a date no more than 30 days
prior to the first solicitation of Holders generally in connection therewith and
no later than the date such solicitation is completed. No such consent shall be
valid or effective for more than 90 days after such record date and no action
shall be taken in respect of such consent after such 90 day period.

ARTICLE TEN

COVENANTS

Section 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company will duly and punctually pay the principal of, premium, if
any, and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

Section 1002. MAINTENANCE OF OFFICE OR AGENCY.

The Company will maintain in The City of New York, an office or agency
where Securities may be presented or surrendered for payment, where Securities
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The office of the agent of the Trustee selected in
accordance with Section 608 shall be such office or agency of the Company,
unless the Company shall designate and maintain some other office or agency for
one or more of such purposes. The Company will give prompt written notice to
the Trustee of any change in the location of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
office of the agent of the Trustee described above and the Company hereby
appoints such agent as its agent to receive all such presentations, surrenders,
notices and demands.

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of New York for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and any change in the location
of any such office or agency.

Section 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of, premium, if any, or interest on
any of the Securities, segregate and hold in trust for the benefit of the
Holders entitled thereto a sum sufficient to pay the principal, premium, if any,
or interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action or failure so to act.

If the Company is not acting as Paying Agent, the Company will, on or
before each due date of the principal of, premium, if any, or interest on, any
Securities, deposit with a Paying Agent a sum in same day funds sufficient to
pay the principal, premium, if any, or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal,
premium, if any, or interest, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of such action or any failure so to
act.

If the Company is not acting as Paying Agent, the Company will cause
each Paying Agent other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section, that such Paying Agent will:

(a) hold all sums held by it for the payment of the principal of,
premium, if any, or interest on Securities in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

(b) give the Trustee notice of any Default by the Company or any of
the Guarantors, if any, (or any other obligor upon the Securities) in the making
of any payment of principal, premium, if any, or interest;

(c) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent; and

(d) acknowledge, accept and agree to comply in all aspects with the
provisions of this Indenture relating to the duties, rights and disabilities of
such Paying Agent.

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The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Security and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall there upon
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company; PROVIDED FURTHER, HOWEVER, that if either the New
York Times or the Wall Street Journal (national edition) is not then published a
notice published in either shall be sufficient and if both shall not then be
published publication may be made in a newspaper of general circulation in the
State of New York.

Section 1004. CORPORATE EXISTENCE.

Subject to Article Eight and Section 1014, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence.

Section 1005. PAYMENT OF TAXES AND OTHER CLAIMS.

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PROVIDED, HOWEVER, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment or governmental charge
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings properly instituted and diligently conducted and in
respect of which appropriate reserves (in the good faith judgment of management
of the Company) are being maintained in accordance with GAAP.

Section 1006. MAINTENANCE OF PROPERTIES.

The Company will cause all material properties owned by the Company or
any Subsidiary or used or held for use in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order (ordinary wear and tear excepted) and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be consistent with sound business practice and necessary so that
the business carried on in connection therewith may be properly and
advantageously conducted at all times; PROVIDED, HOWEVER, that nothing in this
Section shall prevent the Company from discontinuing the maintenance of any of
such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any Subsidiary and
not reasonably expected to have a material adverse effect on the ability of the
Company to perform its obligations hereunder.

Section 1007. INSURANCE.

The Company will at all times keep all of its and its Subsidiaries'
properties which are of an insurable nature insured with insurers, believed by
the Company to be responsible, against loss or damage to the extent that
property of similar character is usually so insured by corporations similarly
situated and owning like properties, except where the failure to do so would not
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), earnings or business of the Company and its
Subsidiaries, taken as a whole.

Section 1008. LIMITATION ON INDEBTEDNESS.

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quarters immediately preceding such incurrence reflected on the Company's
historical financial statements is at least equal to 2.0:1.0 (after giving PRO
FORMA effect to (a) the incurrence of such Indebtedness and (if applicable) the
application of the net proceeds therefrom, including to refinance other
Indebtedness, as if such Indebtedness was incurred, and the application of such
proceeds occurred, at the beginning of such four-quarter period; (b) the
incurrence, repayment or retirement of any other Indebtedness by the Company and
its Subsidiaries since the first day of such four-quarter period as if such
Indebtedness was incurred, repaid or retired at the beginning of such four-
quarter period (except that, in making such computation, the amount of
Indebtedness under any revolving credit facility shall be computed based upon
the average daily balance of such Indebtedness during such four-quarter period);
(c) in the case of Acquired Indebtedness, the related acquisition (as if such
acquisition had been consummated on the first day of such four-quarter period);
and (d) any acquisition or disposition by the Company and its Subsidiaries of
any company or any business or any assets out of the ordinary course of
business, whether by merger, stock purchase or sale, or asset purchase or sale,
or any related repayment of Indebtedness, in each case since the first day of
such four-quarter period, as if such acquisition or disposition had been
consummated on the first day of such four-quarter period).

Section 1009. LIMITATION ON RESTRICTED PAYMENTS.

(a) The Company will not, and will not permit any Subsidiary to,
directly or indirectly:

(i) declare or pay any dividend on, or make any distribution to
holders of, the Company's Capital Stock (other than dividends or distributions
payable in shares of the Company's Qualified Capital Stock or in options,
warrants or other rights to acquire such Qualified Capital Stock);

(ii) purchase, redeem or otherwise acquire or retire for value,
directly or indirectly, any Capital Stock of the Company or any Capital Stock of
any Affiliate of the Company (other than Capital Stock of any Wholly Owned
Subsidiary or Capital Stock held by the Company or any Wholly Owned Subsidiary)
or options, warrants or other rights to acquire such Capital Stock;

(iv) declare or pay any dividend or distribution on any Capital
Stock of any Subsidiary to any Person (other than with respect to any Capital
Stock held by the Company or any of its Wholly Owned Subsidiaries);

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(v) incur, create or assume any guarantee of Indebtedness of any
Affiliate of the Company (other than a Wholly Owned Subsidiary of the Company);
or

(vi) make any Investment in any Person (other than any Permitted
Investments);

(all of the foregoing payments described in paragraphs (i) through (vi) above,
other than any such action that is a Permitted Payment (as defined below),
collectively are referred to as "Restricted Payments") unless at the time of and
after giving effect to the proposed Restricted Payment (the amount of any such
Restricted Payment, if other than cash, as determined by the Board of Directors,
whose determination shall be conclusive and evidenced by a Board Resolution),
(1) no Default or Event of Default shall have occurred and be continuing and
such Restricted Payment shall not be an event which is, or after notice or lapse
of time or both, would be, an "event of default" under the terms of any
Indebtedness of the Company or its Subsidiaries; (2) immediately before and
immediately after giving effect to such transaction on a PRO FORMA basis, the
Company could incur $1.00 of additional Indebtedness (other than Permitted
Indebtedness) under the provisions described under Section 1008; and (3) the
aggregate amount of all such Restricted Payments (other than Permitted Payments)
declared or made after the date of this Indenture does not exceed the sum of:

(A) 50% of the aggregate cumulative Consolidated Net Income
of the Company accrued on a cumulative basis during the period beginning on the
first day of the Company's fiscal quarter commencing after the date of this
Indenture and ending on the last day of the Company's last fiscal quarter ending
prior to the date of the Restricted Payment (or, if such aggregate cumulative
Consolidated Net Income shall be a loss, minus 100% of such loss);

(B) the aggregate Net Cash Proceeds received after the date
of this Indenture by the Company from the issuance or sale (other than to any of
its Subsidiaries) of its Qualified Capital Stock or any options, warrants or
rights to purchase such Qualified Capital Stock of the Company (except, in each
case, to the extent such proceeds are used to purchase, redeem or otherwise
retire Capital Stock or Subordinated Indebtedness as set forth below);

(C) the aggregate Net Cash Proceeds received after the date
of this Indenture by the Company (other than from any of its Subsidiaries) upon
the exercise of any options or warrants to purchase Qualified Capital Stock of
the Company; and

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(D) the aggregate Net Cash Proceeds received after the date
of this Indenture by the Company from debt securities or Redeemable Capital
Stock that have been converted into or exchanged for Qualified Capital Stock of
the Company to the extent such debt securities or Redeemable Capital Stock are
originally sold for cash plus the aggregate Net Cash Proceeds received by the
Company at the time of such conversion or exchange.

(b) Notwithstanding the foregoing, and in the case of paragraphs
(ii), (iii), (iv), (v), (vi), (vii) and (viii) below, so long as there is no
Default or Event of Default continuing, the foregoing provisions shall not
prohibit the following actions (each of paragraphs (i) through (ix) being
referred to as a "Permitted Payment"):

(i) the payment of any dividend or distribution within 60 days
after the date of declaration thereof, if at such date of declaration such
payment would be permitted by the provisions of paragraph (a) of this Section
and such payment shall be deemed to have been paid on such date of declaration
for purposes of the calculation required by paragraph (a) of this Section;

(ii) the repurchase, redemption or other acquisition or
retirement of any shares of Capital Stock of the Company in exchange for
(including any such exchange pursuant to the exercise of a conversion right or
privilege which in connection therewith cash is paid in lieu of the issuance of
fractional shares or scrip), or out of the Net Cash Proceeds of, a substantially
concurrent issue and sale for cash (other than to a Subsidiary) of other
Qualified Capital Stock of the Company; PROVIDED that the Net Cash Proceeds from
the issuance of such shares of Qualified Capital Stock are excluded from clause
(3)(B) of paragraph (a) of this Section;

(iii) any repurchase, redemption, defeasance, retirement or
acquisition for value or payment of principal of any Subordinated Indebtedness
in exchange for, or out of the net proceeds of, a substantially concurrent
issuance and sale for cash (other than to a Subsidiary) of any Qualified Capital
Stock of the Company; PROVIDED that the Net Cash Proceeds from the issuance of
such Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of
this Section;

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lesser of (I) the stated amount of any premium or other payment required to be
paid in connection with such a refinancing pursuant to the terms of the
Subordinated Indebtedness being refinanced or (II) the amount of premium or
other payment actually paid at such time to refinance the Indebtedness, plus, in
either case, the amount of expenses of the Company incurred in connection with
such refinancing; (2) has an Average Life to Stated Maturity greater than the
remaining Average Life to Stated Maturity of the Securities; (3) has a Stated
Maturity for its final scheduled principal payment later than the Stated
Maturity for the final scheduled principal payment of the Securities; and
(4) such new Subordinated Indebtedness is expressly subordinated in right of
payment to the Securities at least to the same extent as the Subordinated
Indebtedness to be refinanced;

(v) the repurchase, redemption, defeasance, retirement,
refinancing or acquisition for value (collectively, a "repurchase") of all (but
not less than all) the Company's Subordinated Discount Debentures due January 1,
2006 and the Company's 12 3/4% Senior Subordinated Debentures due 2001, in each
case, outstanding on the date of this Indenture in accordance with the terms of
the respective instruments governing the terms of such respective Indebtedness
for an aggregate consideration not to exceed $____ million (plus accrued and
unpaid interest through the date of repurchase) for all Subordinated Discount
Debentures due January 1, 2006 repurchased and $____ million (plus accrued and
unpaid interest through the date of repurchase) for all 12 3/4% Senior
Subordinated Debentures due 2001 repurchased;

(vi) the redemption of up to 25% of the initial aggregate
principal amount of the Senior Subordinated Notes within 120 days of a Public
Offering from the net proceeds thereof in accordance with the terms of the
indenture governing such debentures; PROVIDED that $________ in aggregate
principal amount of such debentures remains outstanding immediately following
such redemption;

(vii) the repurchase of any Subordinated Indebtedness at a
purchase price not greater than 100% of the principal amount of such
Indebtedness pursuant to a provision similar to Section 1011 of this Indenture;
PROVIDED, that prior to such repurchase the Company has made the Offer as
provided in Section 1011 of this Indenture and has repurchased all Securities
validly tendered for payment in connection with such Offer;

(viii) the repurchase of any Subordinated Indebtedness at a
purchase price not greater than 101% of the principal amount thereof in the
event of a Change of Control pursuant to a provision similar to Section 1014 of
this Indenture; PROVIDED, that prior to such repurchase the Company has made the
Change of Control Offer as provided in Section 1014 of this Indenture and has
repurchased all Securities validly tendered for payment in connection with such
Change of Control Offer; and

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(ix) (A) the payment by South Charleston Stamping and
Manufacturing Company ("SCSM") of any dividend or distribution on any of its
Capital Stock; PROVIDED that such payments are paid pro rata to all shareholders
and that the aggregate amount of any such payments paid to shareholders (other
than the Company and its Wholly Owned Subsidiaries) within any fiscal year does
not exceed 10% of the Consolidated Net Income of SCSM for the previous fiscal
year.

Section 1010. LIMITATION ON TRANSACTIONS WITH AFFILIATES.

The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, make any loan, advance, guarantee or capital
contribution to, or for the benefit of, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or for the benefit of, or
purchase or lease any property or assets from, or enter into or amend, or
increase the payments by the Company or any of its Subsidiaries under or
otherwise alter the terms of, any contract, agreement or understanding with, or
for the benefit of, any Affiliate of the Company, including pay any compensation
paid to Affiliates of the Company that are officers or employees of the Company
(each, an "Affiliate Transaction") unless (i) such Affiliate Transaction is in
writing and on terms which are fair and reasonable to the Company or such
Subsidiary, as the case may be, and are at least as favorable to the Company or
such Subsidiary as the terms which could be obtained by the Company or such
Subsidiary, as the case may be, in a comparable transaction made on an arm's-
length basis with a Person who is not such an Affiliate of the Company, (ii)
with respect to any Affiliate Transaction involving aggregate payments in excess
of $2 million, the Company delivers an Officers' Certificate to the Trustee
certifying that such Affiliate Transaction complies with clause (i) above and
that either (A) such Affiliate Transaction has been approved by a majority of
the Disinterested Directors of the Board of Directors who shall have determined
in good faith that such Affiliate Transaction is on terms which are fair and
reasonable to the Company or such Subsidiary, as the case may be, and are at
least as favorable to the Company or such Subsidiary as the terms which could be
obtained by the Company or such Subsidiary, as the case may be, in a comparable
transaction made on an arm's-length basis with a Person who is not such an
Affiliate of the Company, or (B) the Company has received an opinion from a
qualified independent financial adviser to the Company to the effect that such
Affiliate Transaction is fair to the Company or such Subsidiary, as the case may
be, from a financial point of view, and (iii) with respect to any Affiliate
Transaction involving aggregate payments in excess of $5 million, the Company
delivers an Officers' Certificate to the Trustee certifying that such Affiliate
Transaction complies with clause (i) above and both clauses (ii)(A) and (ii)(B)
above; PROVIDED, HOWEVER, that Affiliate Transactions shall not include
(i) transactions between the Company and any of its Wholly Owned Subsidiaries or
among Wholly Owned Subsidiaries of the Company (for this purpose a Wholly Owned
Subsidiary shall include SCSM if the Company, directly or indirectly,
beneficially owns at least 90% of the equity interest in SCSM and the remaining
equity

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interest, if any, is beneficially owned by Persons other than Affiliates of the
Company), (ii) any transaction with an officer or member of the Board of
Directors of the Company or any Subsidiary entered into in the ordinary course
of business or (iii) performance of any agreement or arrangement in existence
(written or oral) on the date of this Indenture in accordance with its terms as
in effect on such date.

Section 1011. LIMITATION ON SALE OF ASSETS.

(a) The Company will not, and will not permit any Subsidiary to,
directly or indirectly, consummate an Asset Sale unless (i) at least 75% of the
proceeds from such Asset Sale are received in cash and (ii) the Company or such
Subsidiary receives consideration at the time of such Asset Sale at least equal
to the Fair Market Value of the shares or assets sold (as determined by the
Board of Directors of the Company and evidenced in a Board Resolution).

(b) If all or a portion of the Net Cash Proceeds of any Asset Sale is
not required to be applied to repay permanently any Indebtedness outstanding
under the New Credit Facility, or the Company determines not to apply such Net
Cash Proceeds to the permanent prepayment of any Indebtedness outstanding under
the New Credit Facility or such New Credit Facility Indebtedness is no longer
outstanding, then the Company may within one year of the Asset Sale either
invest or enter into a legally binding agreement to invest the Net Cash Proceeds
in properties and assets that (as determined by the Board of Directors, whose
determination shall be conclusive and evidenced by a Board Resolution) replace
the properties and assets that were the subject of the Asset Sale or in
properties and assets that will be used in the businesses of the Company or its
Subsidiaries existing on the date of this Indenture or reasonably related
thereto. If any legally binding agreement to invest any Net Cash Proceeds is
terminated, then the Company may invest such Net Cash Proceeds, prior to the end
of such one-year period or six months from such termination, whichever is later,
in like properties and assets. The amount of such Net Cash Proceeds neither
used to permanently repay or prepay New Credit Facility Indebtedness nor used or
invested as set forth in this paragraph constitutes "Excess Proceeds."

(c) When the aggregate amount of Excess Proceeds equals $10 million
or more, the Company shall apply the Excess Proceeds to the repayment of the
Securities and any Pari Passu Indebtedness (other than Indebtedness outstanding
under the New Credit Facility) required to be repurchased under the instrument
governing such Pari Passu Indebtedness as follows: (i) the Company shall make
an offer to purchase (an "Offer") from all Holders of the Securities in
accordance with the procedures set forth in this Indenture in the maximum
principal amount (expressed as a multiple of $1,000) of Securities that may be
purchased out of an amount (the "Security Amount") equal to the product of such
Excess Proceeds multiplied by a fraction, the numerator of which is the

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Outstanding principal amount of the Securities, and the denominator of which is
the sum of the Outstanding principal amount of the Securities and such Pari
Passu Indebtedness (subject to proration in the event such amount is less than
the aggregate Offered Price (as defined herein) of all Securities tendered) and
(ii) to the extent required by such Pari Passu Indebtedness to permanently
reduce the principal amount of such Pari Passu Indebtedness, the Company shall
make an offer to purchase or otherwise repurchase or redeem Pari Passu
Indebtedness (a "Pari Passu Offer") out of an amount (the "Pari Passu Debt
Amount") equal to the excess of the Excess Proceeds over the Security Amount;
PROVIDED that in no event shall the Pari Passu Debt Amount exceed the principal
amount of such Pari Passu Indebtedness plus the amount of any premium required
to be paid to repurchase such Pari Passu Indebtedness. The Offer price shall be
payable in cash in an amount equal to 100% of the principal amount of the
Securities plus accrued and unpaid interest, if any, to the date (the "Offer
Date") such Offer is consummated (the "Offered Price"), in accordance with the
procedures set forth in this Indenture. Upon completion of the purchase of all
the Securities tendered pursuant to an Offer or repurchase of the Pari Passu
Indebtedness pursuant to a Pari Passu Offer and the purchase of all Senior
Subordinated Notes tendered (or repurchase of Indebtedness pari passu thereto)
pursuant to the provisions of Section 1011 of the Senior Subordinated Note
Indenture, the amount of Excess Proceeds shall be reset at zero. To the extent
that the aggregate amount of (x) Securities tendered and repurchased and Pari
Passu Indebtedness repurchased pursuant to an Offer and Pari Passu Offer,
respectively, and (y) Senior Subordinated Notes tendered and repurchased and
Indebtedness pari passu thereto repurchased pursuant to the provisions of
Section 1011 of the Senior Subordinated Note Indenture is less than the amount
of Excess Proceeds, the Company may use such deficiency, or portion thereof, for
general corporate purposes.

(d) Whenever the Excess Proceeds received by the Company exceed
$10 million, such Excess Proceeds shall, prior to the purchase of Securities or
any Pari Passu Indebtedness described in paragraph (c) above, be set aside by
the Company in a separate account pending (i) deposit with the Paying Agent or
the Trustee of the amount required to purchase the Securities or the repurchase
or redemption price of Pari Passu Indebtedness tendered in an Offer or a Pari
Passu Offer, (ii) delivery by the Company of the Offered Price to the Holders of
the Securities tendered in an Offer or the repurchase or redemption price of
Pari Passu Indebtedness tendered in a Pari Passu Offer and (iii) application, as
set forth above, of Excess Proceeds in the business of the Company and its
Subsidiaries; PROVIDED that in no event shall the Company be required to set
aside an amount in excess of the sum of the Security Amount and the Pari Passu
Debt Amount. Such Excess Proceeds may be invested in Temporary Cash
Investments; PROVIDED that the maturity date of any such investment made after
the amount of Excess Proceeds exceeds $10 million shall not be later than the
Offer Date. The Company shall be entitled to any interest or dividends accrued,
earned or paid on such Temporary Cash Investments;

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PROVIDED that the Company shall not be entitled to such interest if an Event of
Default has occurred and is continuing.

(e) If the Company becomes obligated to make an Offer pursuant to
paragraph (c) above, the Securities shall be purchased by the Company, at the
option of the Holders thereof, in whole or in part in integral multiples of
$1,000, on a date that is not earlier than 45 days and not later than 60 days
from the date the notice of the Offer is given to Holders, or such later date as
may be necessary for the Company to comply with the requirements under the
Exchange Act, subject to proration in the event the Security Amount is less than
the aggregate Offered Price of all Securities tendered.

(f) The Company shall comply with the applicable tender offer rules,
including Rule 14e-1 under the Exchange Act, and any other applicable securities
laws or regulations in connection with an Offer.

(g) The Company will not, and will not permit any Subsidiary to,
create or permit to exist or become effective any restriction (other than
restrictions existing under Indebtedness as in effect on the date of this
Indenture as such Indebtedness may be refinanced or replaced from to time;
PROVIDED that such restrictions are not less favorable to the Holders of
Securities than those existing on the date of this Indenture) that would
materially impair the ability of the Company to make an Offer to purchase the
Securities or, if such Offer is made, to pay for the Securities tendered for
purchase.

(h) Within 30 days after the date on which the amount of Excess
Proceeds equals $10 million or more, the Company shall send by first-class mail,
postage prepaid, to the Trustee and to each Holder of the Securities, at its
address appearing in the Security Register, a notice stating or including:

(1) that the Holder has the right to require the Company to
repurchase, subject to proration, such Holder's Securities at the
Offered Price;

(2) the Purchase Date;

(3) the instructions a Holder must follow in order to have its
Securities purchased in accordance with paragraph (c) of this Section;
and

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otherwise described in the offering materials (or corresponding
successor reports)(or in the event the Company is not required to
prepare any of the foregoing Forms, the comparable information
required pursuant to Section 1017), (ii) a description of material
developments in the Company's business subsequent to the date of the
latest of such reports, (iii) if material, appropriate PRO FORMA
financial information and (iv) such other information, if any,
concerning the business of the Company and its Subsidiaries which the
Company in good faith believes will enable such Holders to make an
informed investment decision.

(i) Holders electing to have Securities purchased will be required to
surrender such Securities to the Company at the address specified in the notice
at least two Business Days prior to the Purchase Date. An election may be
withdrawn before or after delivery by the Holder to the Paying Agent at the
office of the Paying Agent of the Security to which such an election relates, by
means of a written notice of withdrawal delivered by the Holder to the Paying
Agent at the office of the Paying Agent or to the office or agency referred to
in Section 1002 to which the related notice was delivered at any time prior to
the close of business on the Purchase Date specifying, as applicable:

(1) the certificate number of the Security in respect of which
such notice of withdrawal is being submitted;

(2) the principal amount of the Security (which shall be $1,000
or an integral multiple thereof) with respect to which such notice of
withdrawal is being submitted; and

(3) the principal amount, if any, of such Security (which shall
be $1,000 or an integral multiple thereof) that remains subject to the
original notice of the Offer and that has been or will be delivered
for purchase by the Company.

Holders will be entitled to withdraw their election if the Company receives, not
later than three Business Days prior to the Purchase Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Securities delivered for purchase by the Holder as to
which his election is to be withdrawn and a statement that such Holder is
withdrawing his election to have such Securities purchased.

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Date) sufficient to pay the aggregate Offered Price of all the Securities or
portions thereof which are to be purchased on that date and (iii) deliver to the
Trustee or Paying Agent an Officers' Certificate stating the Securities or
portions thereof accepted for payment by the Company.

As provided in the Securities and Section 1003, the Trustee and the
Paying Agent shall return to the Company any cash that remains unclaimed,
together with interest or dividends, if any, thereon, held by them for the
payment of the Offered Price; PROVIDED, HOWEVER, that, to the extent that the
aggregate amount of cash deposited by the Company with the Trustee in respect of
an offer exceeds the aggregate Offered Price of the Securities or portions
thereof to be purchased, then the Trustee shall hold such excess for the Company
and, promptly after the Business Day following the Purchase Date, the Trustee
shall upon demand return any such excess to the Company, together with interest
or dividends, if any, thereon.

(k) Securities to be purchased shall, on the Purchase Date, become
due and payable at the Offered Price and from and after such date (unless the
Company shall default in the payment of the Offered Price) such Securities shall
cease to bear interest. Such Offered Price shall be paid to such Holder
promptly following the later of the Business Day following the Purchase Date and
the time of delivery of such Security to the relevant Paying Agent at the office
of such Paying Agent by the Holder thereof in the manner required. Upon
surrender of any such Security for purchase in accordance with the foregoing
provisions, such Security shall be paid by the Company at the Offered Price;
PROVIDED, HOWEVER, that installments of interest whose Stated Maturity is on or
prior to the Purchase Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such on the relevant
Regular Record Dates according to the terms and the provisions of Section 307;
PROVIDED FURTHER that Securities to be purchased are subject to proration in the
event the Securities Amount is less than the aggregate Offered Price of all
Securities tendered for purchase, with such adjustments as may be appropriate by
the Trustee so that only Securities in denominations of $1,000 or integral
multiples thereof, shall be purchased. If any Security tendered for purchase
shall not be so paid upon surrender thereof, the principal thereof (and premium,
if any, thereon) shall, until paid, bear interest from the Purchase Date at the
rate borne by such Security. Any Security that is to be purchased only in part
shall be surrendered to a Paying Agent at the office of such Paying Agent (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or such Holder's attorney duly authorized in
writing), and the Company shall execute and the Trustee shall authenticate and
make available for delivery to the Holder of such Security, without service
charge, one or more new Securities of any authorized denomination as requested
by such Holder in an aggregate principal amount equal to, and in exchange for,
the portion of the principal amount of the Security so surrendered that is not
purchased.

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Section 1012. LIMITATION ON LIENS.

The Company will not, and will not permit any Subsidiary to, directly
or indirectly, create, incur, affirm or suffer to exist any Lien (other than
Permitted Liens) of any kind upon any of its property or assets (including any
intercompany notes) or any income or profits therefrom, except if the Securities
(or a Guarantee, in the case of Liens of a Guarantor) are directly secured
equally and ratably with (or prior to in the case of Liens with respect to
Subordinated Indebtedness or Indebtedness of a Guarantor subordinated in right
of payment to any Guarantee) the obligation or liability secured by such Lien.

Section 1013. LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS
BY SUBSIDIARIES.

(a) The Company will not permit any Subsidiary, directly or
indirectly, to guarantee, assume or in any other manner become liable with
respect to any Indebtedness of the Company other than guarantees of the
Securities or indebtedness under the New Credit Facility unless (i) such
Subsidiary simultaneously executes and delivers a supplemental indenture to this
Indenture providing for a guarantee of the Securities and if such Indebtedness
is by its terms expressly subordinated to the Securities, any such assumption,
guarantee or other liability of such Subsidiary with respect to such
Indebtedness shall be subordinated to such Subsidiary's assumption, guarantee or
other liability with respect to the Securities to the same extent as such
Indebtedness is subordinated to the Securities and (ii) such Subsidiary waives
and will not in any manner whatsoever claim, or take the benefit or advantage
of, any rights of reimbursement, indemnity or subrogation or any other rights
against the Company or any other Subsidiary as a result of any payment by such
Subsidiary.

(b) Each guarantee or other obligation created pursuant to the
provisions described in the foregoing paragraph and in Section 1015 is referred
to as a "Guarantee" and the issuer of each such Guarantee is referred to as a
"Guarantor." Notwithstanding the foregoing, any Guarantee by a Subsidiary of
the Securities pursuant to Section 1013(a) (but not Section 1015) shall provide
by its terms that it shall be automatically and unconditionally released and
discharged upon any sale, exchange or transfer, to any Person not an Affiliate
of the Company, of all of the Company's Capital Stock in, or all or
substantially all the assets of, such Subsidiary, which sale, exchange or
transfer is in compliance with this Indenture.

Section 1014. PURCHASE OF SECURITIES UPON CHANGE OF CONTROL.

(a) Upon the occurrence of a Change of Control, each Holder shall
have the right to require that the Company repurchase such Holder's Securities
pursuant to an

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offer described in subsection (b) of this Section (a "Change of Control Offer")
in whole or in part in integral multiples of $1,000, at a purchase price (the
"Change of Control Purchase Price") in cash in an amount equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase (the "Change of Control Purchase Date"), in accordance with the
procedures set forth in Subsections (b), (c) and (d) of this Section.

(b) Within 30 days following any Change of Control, the Company shall
send by first-class mail, postage prepaid, to the Trustee and to each Holder of
the Securities, at its address appearing in the Security Register a notice (a
"Change of Control Purchase Notice") stating:

(1) that a Change of Control has occurred, the date of such
event, and that such Holder has the right to require the Company to
repurchase such Holder's Securities at the Change of Control Purchase
Price;

(2) the circumstances and relevant facts regarding such Change
of Control (including but not limited to information with respect to
PRO FORMA historical income, cash flow and capitalization after giving
effect to such Change of Control, if any);

(3) (i) the most recently filed Annual Report on Form 10-K
(including audited consolidated financial statements) of the Company,
the most recent subsequently filed Quarterly Report on Form 10-Q and
any Current Report on Form 8-K of the Company filed subsequent to such
Quarterly Report (or in the event the Company is not required to
prepare any of the foregoing Forms, the comparable information
required pursuant to Section 1017), (ii) a description of material
developments in the Company's business subsequent to the date of the
latest of such reports and (iii) such other information, if any,
concerning the business of the Company and its Subsidiaries which the
Company in good faith believes will enable such Holders to make an
informed investment decision;

(4) that the Change of Control Offer is being made pursuant to
this Section 1014 and that all Securities properly tendered pursuant
to the Change of Control Offer will be accepted for payment at the
Change of Control Purchase Price;

(5) the purchase date (the "Change of Control Purchase Date")
which shall be no earlier than 30 days nor later than 60 days from the
date

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such notice is mailed or such later date as is necessary to comply
with requirements under the Exchange Act; PROVIDED, that the Change of
Control Purchase Date (as defined in the Senior Subordinated Note
Indenture) for the Senior Subordinated Notes shall be a date
subsequent to the Change of Control Purchase Date established by the
Company for the repurchase of the Securities;

(6) the Change of Control Purchase Price;

(7) the names and addresses of the Paying Agent and the offices
or agencies referred to in Section 1002;

(8) that Securities must be surrendered on or prior to the
Change of Control Purchase Date to the Paying Agent at the office of
the Paying Agent or to an office or agency referred to in the Change
of Control Purchase Notice to collect payment;

(9) that the Change of Control Purchase Price for any Security
which has been properly tendered and not withdrawn will be paid
promptly following the Change of Control Purchase Date;

(10) that any Security not tendered will continue to accrue
interest;

(11) that, unless the Company defaults in the payment of the
purchase price, any Securities accepted for payment pursuant to the
Change of Control Offer shall cease to accrue interest after the
Change of Control Purchase Date;

(12) the procedures for withdrawing a tender.

(c) Upon receipt by the Company of the proper tender of Securities,
the Holder of the Security in respect of which such proper tender was made shall
(unless the tender of such Security is properly withdrawn) thereafter be
entitled to receive solely the Change of Control Purchase Price with respect to
such Security. Upon surrender of any such Security for purchase in accordance
with the foregoing provisions, such Security shall be paid by the Company at the
Change of Control Purchase Price; PROVIDED, HOWEVER, that installments of
interest whose Stated Maturity is on or prior to the Change of Control Purchase
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such on the relevant Regular Record Dates
according to the terms and the provisions of Section 307. If any Security
tendered for purchase shall not be so paid upon surrender thereof, the principal
thereof (and premium, if any, thereon) shall, until paid, bear interest from the
Change of Control Purchase Date

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at the rate borne by such Security. Holders electing to have Securities
purchased will be required to surrender such Securities to the Paying Agent at
the address specified in the notice at least two Business Days prior to the
Change of Control Purchase Date. Any Security that is to be purchased only in
part shall be surrendered to a Paying Agent at the office of such Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing), and the Company shall execute and the Trustee shall
authenticate and make available for delivery to the Holder of such Security,
without service charge, one or more new Securities of any authorized
denomination as requested by such Holder in an aggregate principal amount equal
to, and in exchange for, the portion of the principal amount of the Security so
surrendered that is not purchased.

(d) Not later than the Change of Control Purchase Date, the Company
shall (i) accept for payment Securities or portions thereof tendered pursuant to
the Change of Control Offer, (ii) no later than 11:00 a.m. (New York time) on
the Business Day following the Change of Control Purchase Date, deposit with the
Paying Agent an amount of cash sufficient to pay the aggregate Change of Control
Purchase Price of all the Securities or portions thereof that are to be
purchased as of the Change of Control Purchase Date and (iii) deliver to the
Paying Agent and the Trustee an Officers' Certificate stating the Securities or
portions thereof accepted for payment by the Company. The Paying Agent shall
promptly mail or deliver to Holders of Securities so accepted payment in an
amount equal to the Change of Control Purchase Price of the Securities purchased
from each such Holder, and the Company shall execute and the Trustee shall
promptly authenticate and mail or make available for delivery to such Holders a
new Security equal in principal amount to any unpurchased portion of the
Security surrendered. Any Securities not so accepted shall be promptly mailed
or delivered by the Paying Agent at the Company's expense to the Holder thereof.
The Company will publicly announce the results of the Change of Control Offer on
the Change of Control Purchase Date. For purposes of this Section 1014, the
Company shall choose a Paying Agent which shall not be the Company.

(e) A tender made in response to a Change of Control Purchase Notice
may be withdrawn before or after delivery by the Holder to the Paying Agent at
the office of the Paying Agent of the Security to which such Change of Control
Purchase Notice relates, by means of a written notice of withdrawal delivered by
the Holder to the Paying Agent at the office of the Paying Agent or to the
office or agency referred to in Section 1002 to which the related Change of
Control Purchase Notice was delivered at any time prior to the close of business
on the Change of Control Purchase Date specifying, as applicable:

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(1) the certificate number of the Security in respect of which
such notice of withdrawal is being submitted,

(2) the principal amount of the Security (which shall be $1,000
or an integral multiple thereof) with respect to which such notice of
withdrawal is being submitted, and

(3) the principal amount, if any, of such Security (which shall
be $1,000 or an integral multiple thereof) that remains subject to the
original Change of Control Purchase Notice and that has been or will
be delivered for purchase by the Company.

(f) As provided in the Securities and Section 1003, the Trustee and
the Paying Agent shall return to the Company any cash that remains unclaimed,
together with interest or dividends, if any, thereon, held by them for the
payment of the Change of Control Purchase Price; PROVIDED, HOWEVER, that, to the
extent that the aggregate amount of cash deposited by the Company pursuant to
clause (d)(ii) exceeds the aggregate Change of Control Purchase Price of the
Securities or portions thereof to be purchased, then the Trustee or Paying Agent
shall hold such excess for the Company and promptly after the Business Day
following the Change of Control Purchase Date the Trustee or Paying Agent shall
upon demand return any such excess to the Company, together with interest or
dividends, if any, thereon.

(g) The Company shall comply, to the extent applicable, with the
requirements of Rule 14e-1 under the Exchange Act and other securities laws or
regulations in connection with the repurchase of the Securities as described
above.

Section 1015. LIMITATION ON ISSUANCE AND SALE OF CAPITAL STOCK OF
SUBSIDIARIES.

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all of the outstanding Capital Stock of such Subsidiary owned by the Company or
a Wholly Owned Subsidiary except in either case if (i) the Subsidiary whose
Capital Stock is issued or sold guarantees all obligations of the Company under
this Indenture and the Securities by simultaneously executing and delivering a
supplemental indenture to this Indenture providing for such guarantee (the terms
of which guarantee shall rank no less than pari passu in right of payment with
all Indebtedness of such Subsidiary Guarantor) (provided that this clause (i)
shall not be applicable in the case of the issuance or sale of the Capital Stock
of American Country Insurance Company to the extent such guarantee is prohibited
by law), (ii) after giving effect to the sale or issuance of such Capital Stock,
the Company benefically owns in excess of 50% of the outstanding Capital Stock
of such Subsidiary on a fully diluted basis and (iii) the Capital Stock is
issued or sold in an underwritten public offering pursuant to a registration
statement that has been declared effective by the Commission pursuant to the
Securities Act.

Section 1016. LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS
AFFECTING SUBSIDIARIES.

The Company will not, and will not permit any Subsidiary to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any Subsidiary to (a) pay
dividends or make any other distribution on its Capital Stock to the Company or
any other Subsidiary, (b) pay any Indebtedness owed to the Company or any
Subsidiary, (c) make any Investment in the Company or any other Subsidiary or
(d) transfer any of its properties or assets to the Company or any Subsidiary,
except (i) any encumbrance or restriction pursuant to an agreement in effect on
the date of this Indenture and listed on Schedule II hereto, (ii) any
encumbrance or restriction, with respect to a Subsidiary that is not a
Subsidiary of the Company on the date of this Indenture, in existence at the
time such Person becomes a Subsidiary of the Company and not incurred in
connection with, or in contemplation of, such Person becoming a Subsidiary,
(iii) any such encumbrance or restriction in the New Credit Facility as in
effect on the date of this Indenture and (iv) any encumbrance or restriction
existing under any agreement that extends, renews, refinances or replaces the
agreements containing the encumbrances or restrictions in the foregoing clauses
(i) and (ii), PROVIDED that the terms and conditions of any such encumbrances or
restrictions are not materially less favorable to the Holders of the Securities
than those under or pursuant to the agreement evidencing the Indebtedness so
extended, renewed, refinanced or replaced.

Section 1017. IMPAIRMENT OF SECURITY INTEREST.

The Company shall not, and shall not permit any Subsidiary to, take or
knowingly or negligently omit to take any action which action or omission might
or would have the result of affecting or impairing the security interest in
favor of the

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Trustee, on behalf of itself and the Holders of the Securities, with respect to
the Collateral, and the Company shall not, and shall not permit any of its
Subsidiaries to, grant to any Person (other than the Trustee on behalf of itself
and the Holders of the Securities) any interest whatsoever in the Collateral
other than Liens permitted by the Pledge Agreement, including the security
interest in the Collateral held pursuant to the New Credit Facility. For this
purpose, the sale of the Collateral in accordance with the terms of the
Indenture shall not be deemed to impair the security interest of the Trustee
with respect to the Collateral or be a grant of any interest in the Collateral.

Section 1018. PROVISION OF FINANCIAL STATEMENTS.

Whether or not the Company is subject to Section 13(a) or 15(d) of the
Exchange Act, the Company will, to the extent permitted under the Exchange Act,
file with the Commission the annual reports, quarterly reports and other
documents which the Company would have been or is required to file with the
Commission pursuant to such Section 13(a) or 15(d) if the Company were or is so
subject, such documents to be filed with the Commission on or prior to the
respective dates (the "Required Filing Dates") by which the Company would have
been or is required so to file such documents if the Company were or is so
subject. The Company will also in any event (x)(i) within 15 days of each
Required Filing Date file with the Trustee copies of the annual reports,
quarterly reports and other documents which the Company would have been or is
required to file, as the case may be, with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act if the Company were or is subject to such
Section and (ii) within the earlier of 30 days after the filing of such report
or other document with the Trustee and 45 days of each such Required Filing Date
transmit such report or document by mail to all Holders of Securities, as their
names and addresses appear in the Security Register, without cost to such
Holders of Securities and (y) if filing such documents by the Company with the
Commission is not permitted under the Exchange Act, promptly upon written
request supply copies of such documents to any prospective Holder of Securities
at the Company's cost.

Section 1019. LIMITATION ON COMPENSATION.

The Company will not, and will not permit any Subsidiary to, directly
or indirectly, pay to each of Martin L. Solomon, Allan R. Tessler and Wilmer J.
Thomas, Jr. aggregate compensation from the Company and its Subsidiaries in any
calendar year in excess of the aggregate compensation which was paid in 1993 to
each such person by the Company and its Subsidiaries as disclosed in the
Prospectus. The Company will not, and will not permit any Subsidiary to,
directly or indirectly, pay to David R. Markin aggregate consulting fees from
the Company and its Subsidiaries in any calendar year in excess of the aggregate
consulting fees which he was paid in 1993 by the Company and its Subsidiaries as
disclosed in the Prospectus.

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Section 1020. STATEMENT BY OFFICERS AS TO DEFAULT.

(a) The Company will deliver to the Trustee, on or before a date not
more than 60 days after the end of each fiscal quarter and not more than 120
days after the end of each fiscal year of the Company ending after the date
hereof, a written statement signed by two executive officers of the Company, one
of whom shall be the principal executive officer, principal financial officer or
principal accounting officer of the Company, stating whether or not, after a
review of the activities of the Company during such year or such quarter and of
the Company's performance under this Indenture, to the best knowledge, based on
such review, of the signers thereof, the Company has fulfilled all its
obligations and is in compliance with all conditions and covenants under this
Indenture throughout such year or quarter, as the case may be, and, if there has
been a Default specifying each Default and the nature and status thereof.

(b) At the time the Company delivers the annual certificate by
officers as to default required by Section 1020(a), it will deliver a statement
by the independent accountants that reviewed its annual report that nothing has
come to the attention of such independent accountants which would indicate that
a Default under Sections 801, 1008, 1009, 1011, 1016 or 1019 has occurred or, if
a Default has occurred, the nature thereof and whether it is then continuing.

(c) When any Default or Event of Default has occurred and is
continuing, or if the Trustee or any Holder or the trustee for or the holder of
any other evidence of Indebtedness of the Company or any Subsidiary gives any
notice or takes any other action with respect to a claimed default, the Company
shall deliver to the Trustee by registered or certified mail or by telegram,
telex or facsimile transmission followed by hard copy an Officers' Certificate
specifying such Default, Event of Default, notice or other action within five
Business Days of its occurrence.

Section 1021. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1005 through 1019 (other than
Sections 1011 and 1014) if, before or after the time for such compliance, the
Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding waive such compliance in such instance with
such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.

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ARTICLE ELEVEN

REDEMPTION OF SECURITIES

Section 1101. RIGHT OF REDEMPTION.

The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, on or after ________, 1999, subject to the
conditions and at the Redemption Prices specified in the form of Security,
together with accrued interest to the Redemption Date.

Section 1102. APPLICABILITY OF ARTICLE.

Redemption of Securities at the election of the Company or otherwise,
as permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article.

Section 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities pursuant to
Section 1101 shall be evidenced by a Board Resolution and an Officers'
Certificate. In case of any redemption at the election of the Company, the
Company shall, not less than 45 nor more than 60 days prior to the Redemption
Date fixed by the Company (unless a shorter notice period shall be satisfactory
to the Trustee), notify the Trustee in writing of such Redemption Date and of
the principal amount of Securities to be redeemed.

Section 1104. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

If less than all the Securities are to be redeemed, the particular
Securities or portions thereof to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding
Securities not previously called for redemption, pro rata, by lot or by any
other method the Trustee shall deem fair and reasonable, and the amounts to be
redeemed may be equal to $1,000 or any integral multiple thereof.

The Trustee shall promptly notify the Company and each Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate, in
the case of any Security

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redeemed or to be redeemed only in part, to the portion of the principal amount
of such Security which has been or is to be redeemed.

Section 1105. NOTICE OF REDEMPTION.

Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

All notices of redemption shall state:

(a) the Redemption Date;

(b) the Redemption Price;

(c) if less than all Outstanding Securities are to be redeemed, the
identification of the particular Securities to be redeemed;

(d) in the case of a Security to be redeemed in part, the principal
amount of such Security to be redeemed and that after the Redemption Date upon
surrender of such Security, a new Security or Securities in the aggregate
principal amount equal to the unredeemed portion thereof will be issued;

(e) that Securities called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price;

(f) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security or portion thereof, and that (unless the
Company shall default in payment of the Redemption Price) interest thereon shall
cease to accrue on and after said date;

(g) the place or places where such Securities are to be surrendered
for payment of the Redemption Price; and

(h) the CUSIP number, if any, relating to such Securities.

Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's written request,
by the Trustee in the name and at the expense of the Company.

The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any

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case, failure to give such notice by mail or any defect in the notice to the
Holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security.

Section 1106. DEPOSIT OF REDEMPTION PRICE.

On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money in same day funds sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on,
all the Securities or portions thereof which are to be redeemed on that date.
All money earned on funds held in trust by the Trustee or any Paying Agent in
excess of what is required to pay the Redemption Price and accrued interest
thereon shall be remitted to the Company.

Section 1107. SECURITIES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price together with accrued interest to
the Redemption Date; PROVIDED, HOWEVER, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such on the relevant Regular Record Dates according to the terms and the
provisions of Section 307.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the rate borne by such
Security.

Section 1108. SECURITIES REDEEMED OR PURCHASED IN PART.

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Security without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the unredeemed portion of the principal of the Security so
surrendered that is not redeemed or purchased.

ARTICLE TWELVE

SECURITY

Section 1201. PLEDGE AGREEMENT.

(a) In order, among other things, to secure the due and punctual
payment of the Indenture Obligations, the Company and the Collateral Agent have
entered into or will enter into the Pledge Agreement to create the security
interests thereunder and for related matters. The Company represents that it
has full corporate power and authority to grant a security interest in the
property owned by it constituting the Collateral, as and to the extent
contemplated by the Pledge Agreement. The Company agrees to execute,
acknowledge and deliver to the Trustee such further instruments, and to do or
cause to be done all such other acts and things, in each case as the Trustee may
reasonably request, so as to render the Collateral owned by it available for the
security and benefit of this Indenture and of the Securities, as and to the
extent contemplated by the Pledge Agreement. The Company will grant a security
interest in and to the Collateral owned by it to the Collateral Agent pursuant
to and in accordance with the Pledge Agreement, as and when required by this
Indenture. The Company agrees that, as and to the extent provided in the Pledge
Agreement, the Securities will be secured on an equal and ratable basis with the
Company's obligations under the New Credit Facility, and the Holders shall share
on an equal and ratable basis with the Banks in any distribution of Collateral
and proceeds thereof effected in connection with any exercise of remedies by the
Collateral Agent, any Bank or the Agent.

(b) Each Holder, by accepting a Security, agrees to all of the terms
and provisions of the Pledge Agreement as the same may be in effect or may be
amended, modified or waived from time to time in accordance with its terms and
pursuant to the provisions of this Indenture and authorizes and directs the
Trustee to enter into the Pledge Agreement and to perform its obligations and
exercise its rights thereunder in accordance therewith and herewith. The
relative rights of the Holders and the Banks with respect to the Collateral are
governed by, and subject to the terms and conditions of, the Pledge Agreement.
The due and punctual payment of the principal of (and premium, if any) and any
interest on the Securities when and as the same shall be due and payable,
whether at the Stated Maturity, by acceleration, call for redemption, purchase
or otherwise, and payment and performance of the Company of all other
obligations to the Holders or the

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Trustee under this Indenture and the Securities, according to the terms
hereunder and thereunder, shall be secured as provided in the Pledge Agreement.

(c) In the event of a conflict between the provisions of the Pledge
Agreement and the provisions of the Trust Indenture Act, the provisions of the
Trust Indenture Act will control.

(d) As amongst the Holders, the Collateral as now or hereafter
constituted shall be held for the equal and ratable benefit of the Holders
without preference, priority or distinction of any thereof over any other by
reason of difference in time of issuance, sale or otherwise, as security for the
Indenture Obligations.

Section 1202. AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE
UNDER THE PLEDGE AGREEMENT.

The Trustee may, in its sole discretion and without the consent of the
Holders, but subject to Article Six hereof, take all actions it deems necessary
or appropriate in order to (a) enforce or effect the Pledge Agreement and (b)
collect and receive any and all amounts payable in respect of the obligations of
the Company hereunder, in each case in accordance with and to the extent
provided in the Pledge Agreement. Such actions shall include, but not be
limited to, advising, instructing or otherwise directing the Collateral Agent in
accordance with and to the extent provided in the Pledge Agreement in connection
with enforcing or effecting any term or provision of the Pledge Agreement.
Subject to the provisions of the Pledge Agreement, the Trustee shall have power
to institute and to maintain such suits and proceedings as it may deem expedient
to prevent any impairment of the Collateral by any acts which may be unlawful or
in violation of the Pledge Agreement or this Indenture, and such suits and
proceedings as the Trustee may deem expedient to preserve or protect its
interests and the interests of the Holders in the Collateral (including power to
institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of, or
compliance with, such enactment, rule or order would impair the security
hereunder or be prejudicial to the interests of the Holders or of the Trustee).

Section 1203. AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER
THE PLEDGE AGREEMENT.

The Trustee is authorized to receive any funds for the benefit of
Holders distributed under the Pledge Agreement, and to make further
distributions of such funds to the Holders according to the provisions of this
Indenture.

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Section 1204. CERTIFICATES OF FAIR VALUE.

The Company shall furnish to the Trustee a certificate or opinion of
an engineer, appraiser or other expert as to the fair value of the Collateral as
and to the extent required by Section 314(d) of the Trust Indenture Act.

Section 1205. EVIDENCE OF RECORDING OF INDENTURE.

The Company shall furnish to the Trustee:

(a) promptly after the execution and delivery of this Indenture
and the Pledge Agreement, an Opinion of Counsel (who may be of counsel
for the Company) either stating that in the opinion of such counsel
this
Indenture and the Pledge Agreement have been properly recorded and
filed so as to make effective the lien intended to be created hereby
and thereby, and reciting the details of such action, or stating that
in the opinion of such counsel no such action is necessary to make
such lien effective, and

(b) at least annually after the execution and delivery of this
Indenture and the Pledge Agreement, an Opinion of Counsel (who may be
of counsel for the Company) either stating that in the opinion of such
counsel such action has been taken with respect to the recording,
filing, re-recording, and refiling of this Indenture or the Pledge
Agreement as is necessary to maintain the lien of this Indenture and
the Pledge Agreement and reciting the details of such action, or
stating that in the opinion of such counsel no such action is
necessary to maintain such lien.

Section 1206. ACTION BY THE COMPANY UNDER THE NEW CREDIT FACILITY AND
THE PLEDGE AGREEMENT.

The Company shall file with the Trustee copies of all agreements,
amendments, waivers, modifications or consents effected with respect to any
agreements related to the New Credit Facility and the Pledge Agreement, promptly
(but in no event later than THREE Business Days) after such agreements,
amendments, waivers, modifications or consents shall have been executed and
delivered.

Section 1207. TERMINATION OF SECURITY INTEREST.

Upon the payment in full of the principal of (or premium, if any) and
any interest on the Securities, or upon the defeasance or the covenant
defeasance of the Securities in accordance with Article Four hereof, the Trustee
shall, at the written request of the Company, deliver a certificate to the
Collateral Agent stating that the Securities

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have been paid in full and instructing the Collateral Agent in accordance with
the terms of the Pledge Agreement to release the Collateral from the terms
hereof and of the Pledge Agreement.

ARTICLE THIRTEEN

SATISFACTION AND DISCHARGE

Section 1301. SATISFACTION AND DISCHARGE OF INDENTURE.

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

(a) either

(1) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 306 and
(ii) Securities for whose payment United States dollars have
theretofore been deposited in trust or segregated and held in trust by
the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or

(2) all Securities not theretofore delivered to the Trustee for
cancellation (x) have become due and payable, (y) will become due and
payable at their Stated Maturity within one year, or (z) are to be
called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee
in the name, and at the expense, of the Company, and either the
Company or any Guarantor has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust an amount
sufficient to pay and discharge the entire indebtedness on the
Securities not theretofore delivered to the Trustee for cancellation,
including principal of, premium, if any, and accrued interest on such
Securities, at such Maturity, Stated Maturity or Redemption Date;

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

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Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 606 and, if United
States dollars shall have been deposited with the Trustee pursuant to subclause
(2) of Subsection (a) of this Section, the obligations of the Trustee under
Section 1302 and the last paragraph of Section 1003 shall survive.

Section 1302. APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Section 1003, all
United States dollars deposited with the Trustee pursuant to Section 1301 shall
be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal of,
premium, if any, and interest on the Securities for whose payment such United
States dollars have been deposited with the Trustee.

If an officer whose signature is on this Indenture no longer holds
that office at the time the Trustee authenticates a Security on which a
Guarantee is endorsed, such Guarantee, if any, shall be valid nevertheless.

* * * * *

This Indenture may be signed in any number of counterparts with the
same effect as if the signatures to each counterpart were upon a single
instrument, and all such counterparts together shall be deemed an original of
this Indenture.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

INTERNATIONAL CONTROLS CORP.

By: /s/
-----------------------------------
Title:

[SEAL]

Attest: /s/
--------------------------
Title:

FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, as Trustee

By: /s/
-----------------------------------
Title:

[SEAL]

Attest: /s/
--------------------------
Title:

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STATE OF )
) ss.:
COUNTY OF )

On the ____ day of _________, 1994, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that he resides at _____________________________________________________ ;
that he is an Authorized Officer of ____________________, one of the
corporations described in and which executed the above instrument; that he knows
the corporate seal of such corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed pursuant to authority of the
Board of Directors of such corporation; and that he signed his name thereto
pursuant to like authority.

(NOTARIAL
SEAL)

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

<PAGE>

SCHEDULE I

PERMITTED INDEBTEDNESS

<PAGE>

SCHEDULE II

RESTRICTIONS AFFECTING SUBSIDIARIES

<PAGE>

EXHIBIT A

[Form of Intercompany Note]

$___________________________ _______________________, 19____

Evidences of all loans or advances ("Loans") hereunder shall be
reflected on the grid attached hereto. FOR VALUE RECEIVED,
_______________________, a ____________ corporation (the "Maker"), HEREBY
PROMISES TO PAY ON DEMAND to the order of ____________________ (the "Holder")
the principal sum of the aggregate unpaid principal amount of all Loans (plus
accrued interest thereon) at any time and from time to time made hereunder which
has not been previously paid.

All capitalized terms used herein and not otherwise defined herein
that are defined in or by reference to, the Indenture between International
Controls Corp. and FIRST FIDELITY BANK, NATIONAL ASSOCIATION, as Trustee, dated
as of ________ ___, 1994 (the "Indenture"), have the meanings assigned to such
terms therein, or by reference thereto, unless otherwise defined.

ARTICLE I

TERMS OF INTERCOMPANY NOTE

Section 1.01 NOT FORGIVABLE. Unless the Maker of the Loan hereunder
is the Company or any Guarantor, the Holder may not forgive any amounts owing
under this Intercompany Note.

Section 1.02 INTEREST; PREPAYMENT. (a) The interest rate ("Interest
Rate") on the Loans shall be ________________.

(b) The interest, if any, payable on each of the Loans shall
accrue from the date such Loan is made and shall be payable upon demand of the
Holder.

(c) If the principal or accrued interest, if any, on the Loans
is not paid on the date demand is made, interest on the unpaid principal and
interest will accrue at a rate equal to the Interest Rate, if any, plus _____
basis points per annum from the date demand is made until such delinquent
principal and interest on such Loans are fully paid.

A-1
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(d) Any amounts owed hereunder may be prepaid at any time by the
Maker without penalty.

Section 1.03 SUBORDINATION. If the Maker is the Company or any
Guarantor (in the case the Holder is not the Company or another Guarantor), all
amounts owed hereunder shall be subordinated in right of payment to the payment
and performance of the obligations of the Company under the Indenture, the
Securities, the Guarantees or any other Indebtedness ranking PARI PASSU with the
Securities.

ARTICLE II

EVENTS OF DEFAULT

Section 2.01 EVENTS OF DEFAULT. If after the date of issuance of
this Loan, a Default or Event of Default has occurred under the Indenture then
(x) in the event the Maker is not (i) a Guarantor (in the case where the Holder
is not the Company or another Guarantor) or (ii) the Company, all amounts owing
under the Loans hereunder shall be immediately due and payable (whether or not
demand has been made) to the Holder, (y) in the event the Maker is the Company,
the amounts owing under the Loans hereunder shall not be due and payable and (z)
in the event the Maker is a Guarantor and the Holder is not the Company or
another Guarantor, the amounts owing under the Loans hereunder shall not be due
and payable; PROVIDED, HOWEVER, that if such Default or Event of Default has
been waived, cured or rescinded, such amounts shall no longer be due and payable
in the case of clause (x), and such amounts may be paid in the case of clauses
(y) and (z). If the Holder is a Subsidiary, then the Holder hereby agrees that
if it receives any payments or distributions on any Loan from the Company or a
Guarantor which is not payable pursuant to clause (y) or (z) of the prior
sentence after any Default or Event of Default has occurred under the Indenture
and which Default or Event of Default is continuing and has not been waived,
cured or rescinded, it will pay over and deliver forthwith to the Company or
such Guarantor, as the case may be, all such payments and distributions and
until so paid over shall hold such payments and distributions in trust for the
benefit of the Company or any such Guarantor, as the case may be.

ARTICLE III

MISCELLANEOUS

Section 3.01 AMENDMENTS, ETC. No amendment or waiver of any
provision of this Intercompany Note or consent to depart therefrom is permitted
at any time for any

A-2
<PAGE>

reason, except with the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities.

Section 3.02 ASSIGNMENT. No party to this Intercompany Note may
assign, in whole or in part, any of its rights and obligations under this
Intercompany Note, except to its legal successor in interest.

Section 3.03 THIRD PARTY BENEFICIARIES. The holders of the
Securities or any other Indebtedness ranking PARI PASSU with the Securities
shall be third party beneficiaries to this Intercompany Note and shall have the
right to enforce this Intercompany Note against the Maker.

Section 3.04 HEADINGS. Article and Section headings in this
Intercompany Note are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.

Section 3.05 ENTIRE AGREEMENT. This Intercompany Note sets forth
the entire agreement of the parties with respect to its subject matter and
supersedes all previous understandings, written or oral, in respect thereof.

Section 3.06 GOVERNING LAW. THIS INTERCOMPANY NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).

Section 3.07 WAIVERS. The Maker hereby waives presentment, demand
for payment, notice of protest and all other demands and notices in connection
with the delivery, acceptance, performance or enforcement hereof.

By: _______________________________

A-3
<PAGE>

BORROWINGS, MATURITIES, AND PAYMENTS OF PRINCIPAL

Amount of
Amount of Maturity Principal Unpaid
Borrowing/ Borrowing/ Paid or Principal Notation
Date Principal Principal Unpaid Balance Made by
- --------- ---------- ---------- --------- --------- --------

A-4

<PAGE>

Exhibit 4.5

INTERNATIONAL CONTROLS CORP.,

as Issuer

and

MARINE MIDLAND BANK

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

as Trustee

INDENTURE

Dated as of __________, 1994

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

$100,000,000

__% Senior Subordinated Notes due 2004

<PAGE>

Reconciliation and tie between Trust Indenture Act of 1939
and Indenture, dated as of __________, 1994

Trust Indenture Indenture
Act Section Section
- --------------- ----------------

SECTION 310(a)(1) . . . . . . . . . . . . . . . 608
(a)(2) . . . . . . . . . . . . . . . 608

SECTION 312(c) . . . . . . . . . . . . . . . 702
SECTION 314(a) . . . . . . . . . . . . . . . 704, 1020
(c)(1) . . . . . . . . . . . . . . . 103
(c)(2) . . . . . . . . . . . . . . . 103
(e) . . . . . . . . . . . . . . . 103
SECTION 315(b) . . . . . . . . . . . . . . . 601
SECTION 316(a)(last
sentence) . . . . . . . . . . . . . . . 101 ("Outstanding")
(a)(1)(A) . . . . . . . . . . . . . . . 502, 512
(a)(1)(B) . . . . . . . . . . . . . . . 513
(b) . . . . . . . . . . . . . . . 508
(c) . . . . . . . . . . . . . . . 907
SECTION 317(a)(1) . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . 504
SECTION 318(a) . . . . . . . . . . . . . . . 108

_____________________
Note: This reconciliation and tie shall not, for any purpose,
be deemed to be a part of the Indenture.

<PAGE>

TABLE OF CONTENTS

PAGE
----

PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

Section 101. Definitions.. . . . . . . . . . . . . . . . . . . . . . 1
Acquired Indebtedness . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . 2
Agent . . . . . . . . . . . . . . . . . . . . . . . . 2
Asset Sale. . . . . . . . . . . . . . . . . . . . . . 2
Average Life to Stated Maturity . . . . . . . . . . . 3
Bankruptcy Law. . . . . . . . . . . . . . . . . . . . 3
Banks . . . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors. . . . . . . . . . . . . . . . . . 3
Board Resolution. . . . . . . . . . . . . . . . . . . 3
Borrowing Base. . . . . . . . . . . . . . . . . . . . 3
Business Day. . . . . . . . . . . . . . . . . . . . . 3
Capital Lease Obligation. . . . . . . . . . . . . . . 3
Capital Stock . . . . . . . . . . . . . . . . . . . . 3
Change of Control . . . . . . . . . . . . . . . . . . 3
Code. . . . . . . . . . . . . . . . . . . . . . . . . 4
Commission. . . . . . . . . . . . . . . . . . . . . . 4
Company . . . . . . . . . . . . . . . . . . . . . . . 5
Company Request or Company Order. . . . . . . . . . . 5
Consolidated Fixed Charge Coverage Ratio. . . . . . . 5
Consolidated Income Tax Expense . . . . . . . . . . . 5
Consolidated Interest Expense . . . . . . . . . . . . 5
Consolidated Net Income (Loss). . . . . . . . . . . . 6
Consolidated Net Worth. . . . . . . . . . . . . . . . 6
Consolidated Non-Cash Charges . . . . . . . . . . . . 6
Consolidation . . . . . . . . . . . . . . . . . . . . 6
Corporate Trust Office. . . . . . . . . . . . . . . . 6
Default . . . . . . . . . . . . . . . . . . . . . . . 7
Designated Senior Indebtedness. . . . . . . . . . . . 7

i
<PAGE>

PAGE
----

Disinterested Director. . . . . . . . . . . . . . . . 7
Event of Default. . . . . . . . . . . . . . . . . . . 7
Exchange Act. . . . . . . . . . . . . . . . . . . . . 7
Fair Market Value . . . . . . . . . . . . . . . . . . 7
Generally Accepted Accounting Principles or GAAP. . . 7
Guarantee . . . . . . . . . . . . . . . . . . . . . . 7
Guaranteed Debt . . . . . . . . . . . . . . . . . . . 7
Guarantor . . . . . . . . . . . . . . . . . . . . . . 8
Holder. . . . . . . . . . . . . . . . . . . . . . . . 8
Indebtedness. . . . . . . . . . . . . . . . . . . . . 8
Indenture . . . . . . . . . . . . . . . . . . . . . . 9
Indenture Obligations . . . . . . . . . . . . . . . . 9
Interest Payment Date . . . . . . . . . . . . . . . . 9
Interest Rate Agreements. . . . . . . . . . . . . . . 9
Investment. . . . . . . . . . . . . . . . . . . . . . 9
Lien. . . . . . . . . . . . . . . . . . . . . . . . . 9
Material Subsidiary . . . . . . . . . . . . . . . . . 9
Maturity. . . . . . . . . . . . . . . . . . . . . . . 10
Net Cash Proceeds . . . . . . . . . . . . . . . . . . 10
New Credit Facility . . . . . . . . . . . . . . . . . 10
Non-payment Default . . . . . . . . . . . . . . . . . 11
Officers' Certificate . . . . . . . . . . . . . . . . 11
Opinion of Counsel. . . . . . . . . . . . . . . . . . 11
Outstanding . . . . . . . . . . . . . . . . . . . . . 11
Pari Passu Indebtedness . . . . . . . . . . . . . . . 12
Paying Agent. . . . . . . . . . . . . . . . . . . . . 12
Payment Default . . . . . . . . . . . . . . . . . . . 12
Permitted Holders . . . . . . . . . . . . . . . . . . 12
Permitted Indebtedness. . . . . . . . . . . . . . . . 12
Permitted Investment. . . . . . . . . . . . . . . . . 14
Permitted Junior Securities . . . . . . . . . . . . . 14
Permitted Liens . . . . . . . . . . . . . . . . . . . 14
Permitted Subsidiary Indebtedness . . . . . . . . . . 16
Person. . . . . . . . . . . . . . . . . . . . . . . . 16
Predecessor Security. . . . . . . . . . . . . . . . . 16
Preferred Stock . . . . . . . . . . . . . . . . . . . 16
Prospectus. . . . . . . . . . . . . . . . . . . . . . 17
Public Offering . . . . . . . . . . . . . . . . . . . 17
Purchase Money Obligation . . . . . . . . . . . . . . 17
Qualified Capital Stock . . . . . . . . . . . . . . . 17
Redeemable Capital Stock. . . . . . . . . . . . . . . 17

ii
<PAGE>

PAGE
----

Redemption Date . . . . . . . . . . . . . . . . . . . 17
Redemption Price. . . . . . . . . . . . . . . . . . . 18
Regular Record Date . . . . . . . . . . . . . . . . . 18
Responsible Officer . . . . . . . . . . . . . . . . . 18
Restricted Payment. . . . . . . . . . . . . . . . . . 18
Securities. . . . . . . . . . . . . . . . . . . . . . 18
Securities Act. . . . . . . . . . . . . . . . . . . . 18
Security Register . . . . . . . . . . . . . . . . . . 18
Security Registrar. . . . . . . . . . . . . . . . . . 18
Senior Indebtedness . . . . . . . . . . . . . . . . . 18
Senior Note Indenture . . . . . . . . . . . . . . . . 19
Senior Notes. . . . . . . . . . . . . . . . . . . . . 19
Separation Date . . . . . . . . . . . . . . . . . . . 19
Special Record Date . . . . . . . . . . . . . . . . . 19
Stated Maturity . . . . . . . . . . . . . . . . . . . 19
Subordinated Indebtedness . . . . . . . . . . . . . . 19
Subsidiary. . . . . . . . . . . . . . . . . . . . . . 19
Temporary Cash Investments. . . . . . . . . . . . . . 19
Trust Indenture Act . . . . . . . . . . . . . . . . . 20
Trustee . . . . . . . . . . . . . . . . . . . . . . . 20
Voting Stock. . . . . . . . . . . . . . . . . . . . . 20
Warrant . . . . . . . . . . . . . . . . . . . . . . . 20
Warrant Agent . . . . . . . . . . . . . . . . . . . . 20
Warrant Agreement . . . . . . . . . . . . . . . . . . 20
Wholly Owned Subsidiary . . . . . . . . . . . . . . . 20
Section 102. Other Definitions.. . . . . . . . . . . . . . . . . . . 21
Section 103. Compliance Certificates and Opinions. . . . . . . . . . 21
Section 104. Form of Documents Delivered to Trustee. . . . . . . . . 22
Section 105. Acts of Holders.. . . . . . . . . . . . . . . . . . . . 23
Section 106. Notices, etc., to Trustee, the Company and Any Guarantor. 24
Section 107. Notice to Holders; Waiver.. . . . . . . . . . . . . . . 24
Section 108. Conflict with Trust Indenture Act.. . . . . . . . . . . 25
Section 109. Effect of Headings and Table of Contents. . . . . . . . 25
Section 110. Successors and Assigns. . . . . . . . . . . . . . . . . 25
Section 111. Separability Clause.. . . . . . . . . . . . . . . . . . 25
Section 112. Benefits of Indenture.. . . . . . . . . . . . . . . . . 25
Section 113. Governing Law.. . . . . . . . . . . . . . . . . . . . . 25
Section 114. Legal Holidays. . . . . . . . . . . . . . . . . . . . . 25
Section 115. Consent to Jurisdiction and Service of Process. . . . . 26

iii
<PAGE>

PAGE
----

ARTICLE TWO

SECURITY FORMS

Section 201. Forms Generally.. . . . . . . . . . . . . . . . . . . . 26
Section 202. Form of Face of Security. . . . . . . . . . . . . . . . 27
Section 203. Form of Reverse of Security.. . . . . . . . . . . . . . 31
Section 204. Form of Trustee's Certificate of Authentication.. . . . 35

ARTICLE THREE

THE SECURITIES

Section 301. Title and Terms.. . . . . . . . . . . . . . . . . . . . 35
Section 302. Denominations.. . . . . . . . . . . . . . . . . . . . . 36
Section 303. Execution, Authentication, Delivery and Dating. . . . . 36
Section 304. Temporary Securities. . . . . . . . . . . . . . . . . . 37
Section 305. Registration, Registration of Transfer and Exchange.. . 38
Section 306. Mutilated, Destroyed, Lost and Stolen Securities. . . . 39
Section 307. Payment of Interest; Interest Rights Preserved. . . . . 40
Section 308. Persons Deemed Owners.. . . . . . . . . . . . . . . . . 41
Section 309. Cancellation. . . . . . . . . . . . . . . . . . . . . . 41
Section 310. Computation of Interest.. . . . . . . . . . . . . . . . 41
Section 311. CUSIP Numbers.. . . . . . . . . . . . . . . . . . . . . 42

ARTICLE FOUR

DEFEASANCE AND COVENANT DEFEASANCE

Section 401. Company's Option to Effect Defeasance or Covenant
Defeasance. . . . . . . . . . . . . . . . . . . . . . . 42
Section 402. Defeasance and Discharge. . . . . . . . . . . . . . . . 42
Section 403. Covenant Defeasance.. . . . . . . . . . . . . . . . . . 43
Section 404. Conditions to Defeasance or Covenant Defeasance.. . . . 43
Section 405. Deposited Money and U.S. Government Obligations to
Be Held in Trust; Other Miscellaneous Provisions. . . . 46
Section 406. Reinstatement.. . . . . . . . . . . . . . . . . . . . . 46

iv
<PAGE>

PAGE
----

ARTICLE FIVE

REMEDIES

Section 501. Events of Default.. . . . . . . . . . . . . . . . . . . 47
Section 502. Acceleration of Maturity; Rescission and Annulment. . . 49
Section 503. Collection of Indebtedness and Suits for Enforcement
by Trustee. . . . . . . . . . . . . . . . . . . . . . . 50
Section 504. Trustee May File Proofs of Claim. . . . . . . . . . . . 51
Section 505. Trustee May Enforce Claims Without Possession of
Securities. . . . . . . . . . . . . . . . . . . . . . . 51
Section 506. Application of Money Collected. . . . . . . . . . . . . 52
Section 507. Limitation on Suits.. . . . . . . . . . . . . . . . . . 52
Section 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest. . . . . . . . . . . . . . . . . . 53
Section 509. Restoration of Rights and Remedies. . . . . . . . . . . 53
Section 510. Rights and Remedies Cumulative. . . . . . . . . . . . . 54
Section 511. Delay or Omission Not Waiver. . . . . . . . . . . . . . 54
Section 512. Control by Holders. . . . . . . . . . . . . . . . . . . 54
Section 513. Waiver of Past Defaults.. . . . . . . . . . . . . . . . 54
Section 514. Undertaking for Costs.. . . . . . . . . . . . . . . . . 55
Section 515. Waiver of Stay, Extension or Usury Laws.. . . . . . . . 55

ARTICLE SIX

THE TRUSTEE

Section 601. Notice of Defaults. . . . . . . . . . . . . . . . . . . 56
Section 602. Certain Rights of Trustee.. . . . . . . . . . . . . . . 56
Section 603. Trustee Not Responsible for Recitals, Dispositions of
Securities or Application of Proceeds Thereof.. . . . . 58
Section 604. Trustee and Agents May Hold Securities;
Collections; etc. . . . . . . . . . . . . . . . . . . . 58
Section 605. Money Held in Trust.. . . . . . . . . . . . . . . . . . 58
Section 606. Compensation and Indemnification of Trustee and Its
Prior Claim.. . . . . . . . . . . . . . . . . . . . . . 59
Section 607. Conflicting Interests.. . . . . . . . . . . . . . . . . 60
Section 608. Corporate Trustee Required; Eligibility.. . . . . . . . 60
Section 609. Resignation and Removal; Appointment of
Successor Trustee.. . . . . . . . . . . . . . . . . . . 60
Section 610. Acceptance of Appointment by Successor. . . . . . . . . 62
Section 611. Merger, Conversion, Amalgamation, Consolidation or
Succession to Business. . . . . . . . . . . . . . . . . 63
Section 612. Preferential Collection of Claims Against Company.. . . 63

v
<PAGE>

PAGE
----

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701. Company to Furnish Trustee Names and Addresses of Holders. 63
Section 702. Disclosure of Names and Addresses of Holders. . . . . . 64
Section 703. Reports by Trustee. . . . . . . . . . . . . . . . . . . 64
Section 704. Reports by Company and Any Guarantor. . . . . . . . . . 64

ARTICLE EIGHT

CONSOLIDATION, MERGER, AMALGAMATION, CONVEYANCE,
TRANSFER OR LEASE

Section 801. Company or Guarantor May Consolidate, Merge, etc.,
Only on Certain Terms . . . . . . . . . . . . . . . . . 65
Section 802. Successor Substituted . . . . . . . . . . . . . . . . . 67

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures and Agreements Without
Consent of Holders. . . . . . . . . . . . . . . . . . . 68
Section 902. Supplemental Indentures and Agreements with Consent
of Holders. . . . . . . . . . . . . . . . . . . . . . . 69
Section 903. Execution of Supplemental Indentures and Agreements . . 70
Section 904. Effect of Supplemental Indentures.. . . . . . . . . . . 70
Section 905. Conformity with Trust Indenture Act.. . . . . . . . . . 70
Section 906. Reference in Securities to Supplemental Indentures. . . 71
Section 907. Record Date . . . . . . . . . . . . . . . . . . . . . . 71

ARTICLE TEN

COVENANTS

Section 1001. Payment of Principal, Premium and Interest. . . . . . . 71
Section 1002. Maintenance of Office or Agency.. . . . . . . . . . . . 71
Section 1003. Money for Security Payments to Be Held in Trust . . . . 72
Section 1004. Corporate Existence . . . . . . . . . . . . . . . . . . 74
Section 1005. Payment of Taxes and Other Claims.. . . . . . . . . . . 74
Section 1006. Maintenance of Properties.. . . . . . . . . . . . . . . 74

vi
<PAGE>

PAGE
----

Section 1007. Insurance.. . . . . . . . . . . . . . . . . . . . . . . 74
Section 1008. Limitation on Indebtedness. . . . . . . . . . . . . . . 75
Section 1009. Limitation on Restricted Payments.. . . . . . . . . . . 75
Section 1010. Limitation on Transactions with Affiliates. . . . . . . 79
Section 1011. Limitation on Sale of Assets. . . . . . . . . . . . . . 80
Section 1012. Limitation on Liens.. . . . . . . . . . . . . . . . . . 85
Section 1013. Limitation on Issuances of Guarantees of Indebtedness
by Subsidiaries.. . . . . . . . . . . . . . . . . . . . 85
Section 1014. Purchase of Securities upon Change of Control.. . . . . 86
Section 1015. Limitation on Issuance and Sale of Capital Stock of . .
Subsidiaries. . . . . . . . . . . . . . . . . . . . . . 90
Section 1016. Limitation on Dividends and Other Payment Restrictions
Affecting Subsidiaries. . . . . . . . . . . . . . . . . 91
Section 1017. Limitation on Subordinated Indebtedness.. . . . . . . . 91
Section 1018. Provision of Financial Statements.. . . . . . . . . . . 91
Section 1019. Limitation on Compensation. . . . . . . . . . . . . . . 92
Section 1020. Statement by Officers as to Default.. . . . . . . . . . 92
Section 1021. Waiver of Certain Covenants.. . . . . . . . . . . . . . 93

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

Section 1101. Right of Redemption.. . . . . . . . . . . . . . . . . . 93
Section 1102. Applicability of Article. . . . . . . . . . . . . . . . 94
Section 1103. Election to Redeem; Notice to Trustee.. . . . . . . . . 94
Section 1104. Selection by Trustee of Securities to Be Redeemed.. . . 94
Section 1105. Notice of Redemption. . . . . . . . . . . . . . . . . . 94
Section 1106. Deposit of Redemption Price.. . . . . . . . . . . . . . 95
Section 1107. Securities Payable on Redemption Date.. . . . . . . . . 96
Section 1108. Securities Redeemed or Purchased in Part. . . . . . . . 96

ARTICLE TWELVE

SUBORDINATION OF SECURITIES

Section 1201. Securities Subordinate to Senior Indebtedness.. . . . . 96
Section 1202. Payment Over of Proceeds upon Dissolution, etc. . . . . 97
Section 1203. Suspension of Payment when Senior Indebtedness in Default. 98
Section 1204. Payment Permitted if No Default.. . . . . . . . . . . . 100
Section 1205. Subrogation to Rights of Holders of Senior Indebtedness. 100

vii
<PAGE>

PAGE
----

Section 1206. Provisions Solely to Define Relative Rights.. . . . . . 100
Section 1207. Trustee to Effectuate Subordination.. . . . . . . . . . 101
Section 1208. No Waiver of Subordination Provisions.. . . . . . . . . 101
Section 1209. Notice to Trustee.. . . . . . . . . . . . . . . . . . . 102
Section 1210. Reliance on Judicial Order or Certificate of
Liquidating Agent.. . . . . . . . . . . . . . . . . . . 103
Section 1211. Rights of Trustee as a Holder of Senior Indebtedness;
Preservation of Trustee's Rights.. . . . . . . . . . . 103
Section 1212. Article Applicable to Paying Agents.. . . . . . . . . . 103
Section 1213. No Suspension of Remedies.. . . . . . . . . . . . . . . 104
Section 1214. Trustee's Relation to Senior Indebtedness.. . . . . . . 104

ARTICLE THIRTEEN

SATISFACTION AND DISCHARGE

Section 1301. Satisfaction and Discharge of Indenture.. . . . . . . . 104
Section 1302. Application of Trust Money. . . . . . . . . . . . . . . 105

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . 107

ACKNOWLEDGMENTS

SCHEDULE I Permitted Indebtedness

SCHEDULE II Restrictions Affecting Subsidiaries

EXHIBIT A Form of Intercompany Note

viii
<PAGE>
INDENTURE, dated as of______, 1994, between INTERNATIONAL CONTROLS
CORP., a Florida corporation (the "Company"), and MARINE MIDLAND BANK, a
national banking association, as trustee (the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of __% Senior
Subordinated Notes due 2004 (the "Securities"), of substantially the tenor and
amount hereinafter set forth, and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture;

This Indenture is subject to, and shall be governed by, the provisions
of the Trust Indenture Act that are required to be part of and to govern
indentures qualified under the Trust Indenture Act;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. DEFINITIONS.

For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;

(b) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference thereto, have the meanings
assigned to them therein;

<PAGE>

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

(e) all references to $, US$, dollars or United States dollars shall
refer to the lawful currency of the United States of America.

Certain terms used principally in Article Four are defined in Article
Four.

"Acquired Indebtedness" means Indebtedness of a Person (i) existing at
the time such Person becomes a Subsidiary or (ii) assumed in connection with the
acquisition of assets from such Person, in each case, other than Indebtedness
incurred in connection with, or in contemplation of, such Person becoming a
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be
incurred on the date of the related acquisition of assets from any Person or the
date the acquired Person becomes a Subsidiary.

"Agent" means NBD Bank, N.A., the administrative agent under the New
Credit Facility, and its successors and assigns.

"Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions, of (i) any
Capital Stock of any Subsidiary; (ii) all or substantially all of the properties
and assets of any division or line of business of the Company or its
Subsidiaries; or (iii) any other properties or assets of the Company or any
Subsidiary, other than in the ordinary course of business. For the purposes of
this definition, the term "Asset Sale" shall not include any transfer of
properties and assets (1) that is governed by the provisions described under
"Consolidation, Merger, Sale of Assets" or (2) that are of the Company to any
Wholly Owned Subsidiary, or of any Subsidiary to the Company or any Wholly Owned
Subsidiary in accordance with the terms of this Indenture.

2
<PAGE>

"Average Life to Stated Maturity" means, as of the date of
determination with respect to any Indebtedness, the quotient obtained by
dividing (i) the sum of the products of (a) the number of years from the date of
determination to the date or dates of each successive scheduled principal
payment of such Indebtedness multiplied by (b) the amount of each such principal
payment by (ii) the sum of all such principal payments.

"Bankruptcy Law" means Title 11 of the United States Code, as amended,
or any similar United States Federal or state law relating to bankruptcy,
insolvency, receivership, winding-up, liquidation, reorganization or relief of
debtors or any amendment to, succession to or change in any such law.

"Banks" means the lenders who are or become parties to the New Credit
Facility from time to time.

"Board of Directors" means either the board of directors of the
Company or any Guarantor, as the case may be, or any duly authorized committee
of such board.

"Borrowing Base" means the sum of (a) 60% of the inventory owned by
the Company or any Subsidiary and (b) 85% of the trade accounts receivable owned
by the Company or any Subsidiary (less any reserves relating to such
receivables) (in each case as recorded on the books and records of the Company
on a consolidated basis in accordance with GAAP).

"Capital Lease Obligation" of any Person means any obligation of such
Person and its subsidiaries on a Consolidated basis under any capital lease of
real or personal property which, in accordance with GAAP, has been recorded as a
capitalized lease obligation.

"Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of such Person's
capital stock.

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<PAGE>

be deemed to have beneficial ownership of all shares that such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of shares of Voting Stock
representing the right to vote more than 45% of the general voting power (the
"Voting Power") under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of the Company (irrespective of whether
or not at the time stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency) and (B) the
Permitted Holders own less than 50% of the Voting Power; (ii) during any period
of two consecutive years, individuals who at the beginning of such period
constituted the Board of Directors (together with any new directors whose
election to such Board of Directors or whose nomination for election by the
stockholders of the Company, was approved by a vote of 66 2/3% of the members of
the Board of Directors then still in office who were either members of the Board
of Directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute at least
two-thirds of such Board of Directors then in office; (iii) the Company
consolidates with or merges with or into any Person or conveys, transfers or
leases all or substantially all of its assets to any Person, or any corporation
consolidates with or into the Company, in any such event pursuant to a
transaction in which the outstanding Voting Stock of the Company is changed into
or exchanged for cash, securities or other property, other than any such
transaction (X) where the outstanding Voting Stock of the Company is not changed
or exchanged at all (except to the extent necessary to reflect a change in the
jurisdiction of incorporation of the Company) or (Y) where (A) the outstanding
Voting Stock of the Company is changed into or exchanged for (x) Voting Stock of
the surviving corporation or the Company which is not Redeemable Capital Stock
or (y) cash, securities and other property (other than Capital Stock of the
surviving corporation) in an amount which could be paid by the Company as a
Restricted Payment as described under Section 1009 (and such amount shall be
treated as a Restricted Payment subject to the provisions in this Indenture
described under Section 1009) and (B) no "person" or "group" other than the
Permitted Holders owns immediately after such transaction, directly or
indirectly, more than 45% of the total Voting Power of the surviving corporation
or the Permitted Holders own 50% or more of the total Voting Power of the
surviving corporation; or (iv) the Company is liquidated or dissolved or adopts
a plan of liquidation or dissolution other than in a transaction which complies
with the provisions described under Article Eight.

"Code" means the Internal Revenue Code of 1986, as amended.

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<PAGE>

"Consolidated Fixed Charge Coverage Ratio" of any Person means, for
any period, the ratio of (a) the sum of Consolidated Net Income, Consolidated
Interest Expense, Consolidated Income Tax Expense and Consolidated Non-Cash
Charges deducted in computing Consolidated Net Income (Loss), in each case for
such period, of such Person and its Consolidated Subsidiaries on a Consolidated
basis, all determined in accordance with GAAP to (b) the sum of (I) Consolidated
Interest Expense of such Person for such period and (II) the product of (x) all
cash dividends (including the payment of accreted or accumulated dividends) paid
on any Preferred Stock of such Person during such period times (y) a fraction,
the numerator of which is one and the denominator of which is one minus the then
current combined Federal, state and local statutory income tax rate (but not
less than zero) of such Person, expressed as a decimal, in each case, on a
Consolidated basis and in accordance with GAAP; PROVIDED that (i) in making such
computation, the Consolidated Interest Expense attributable to interest on any
Indebtedness computed on a PRO FORMA basis and (A) bearing a floating interest
rate shall be computed as if the rate in effect on the date of computation had
been the applicable rate for the entire period and (B) which was not outstanding
during the period for which the computation is being made but which bears, at
the option of the Company, a fixed or floating rate of interest, shall be
computed by applying, at the option of such Person, either the fixed or floating
rate, and (ii) in making such computation, the Consolidated Interest Expense of
such Person attributable to interest on any Indebtedness under a revolving
credit facility computed on a PRO FORMA basis shall be computed based upon the
average daily balance of such Indebtedness during the applicable period.

"Consolidated Income Tax Expense" means for any period, as applied to
any Person, the provision for federal, state, local and foreign income taxes of
such Person and its Consolidated Subsidiaries for such period as determined in
accordance with GAAP.

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<PAGE>

portion of any deferred payment obligation plus (b) the interest expense
attributable to Capital Lease Obligations paid, accrued and/or scheduled to be
paid or accrued by such Person during such period in each case as determined in
accordance with GAAP.

"Consolidated Net Income (Loss)" of any Person means, for any period,
the Consolidated net income (loss) of such Person and its Consolidated
Subsidiaries for such period as determined in accordance with GAAP, adjusted, to
the extent included in calculating such Consolidated net income (or loss), by
excluding, without duplication, (i) all extraordinary gains and losses, (ii) the
portion of net income (or loss) of such Person and its Consolidated Subsidiaries
allocable to minority interests in unconsolidated Persons to the extent that
cash dividends or distributions have not actually been received by such Person
or one of its Consolidated Subsidiaries, (iii) net income (or loss) of any
Person combined with such Person or any of its Subsidiaries on a "pooling of
interests" basis attributable to any period prior to the date of combination,
(iv) any gain or loss, net of taxes, realized upon the termination of any
employee pension benefit plan, (v) aggregate net gains (less all fees and
expenses relating thereto) in respect of dispositions of assets other than in
the ordinary course of business, (vi) the net income of any Subsidiary to the
extent that the declaration of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulations applicable to that
Subsidiary or its stockholders and (vii) any gain arising from the acquisition
of any securities, or the extinguishment, under GAAP, of any Indebtedness of
such Person.

"Consolidated Net Worth" means, with respect to any Person, the
Consolidated stockholders' equity (excluding Redeemable Capital Stock) of such
Person and its Subsidiaries, as determined in accordance with GAAP.

"Consolidated Non-Cash Charges" of any Person means, for any period,
the aggregate depreciation, amortization and other non-cash charges of such
Person and its Consolidated Subsidiaries for such period, as determined in
accordance with GAAP (excluding any non-cash charge which requires an accrual or
reserve for cash charges for any future period).

"Consolidation" means, with respect to any Person, the consolidation
of the accounts of such Person and each of its subsidiaries if and to the extent
the accounts of such Person and each of its subsidiaries would normally be
consolidated with those of such Person, all in accordance with GAAP. The term
"Consolidated" shall have a similar meaning.

6
<PAGE>

of this Indenture is located at 140 Broadway, 12th Floor, New York, New York
10005, Attention: Corporate Trust Department.

"Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

"Designated Senior Indebtedness" means (i) all Senior Indebtedness
under the New Credit Facility, the Senior Notes and the Senior Note Indenture
and (ii) any other Senior Indebtedness which, at the time of determination, has
an aggregate principal amount outstanding, together with commitments to lend
additional amounts of at least $40 million and is specifically designated in the
instrument evidencing such Senior Indebtedness or the agreement under which such
Senior Indebtedness arises as "Designated Senior Indebtedness" by the Company.

"Disinterested Director" means, with respect to any transaction or
series of related transactions, a member of the Board of Directors who does not
have any material direct or indirect financial interest in or with respect to
such transaction or series of related transactions.

"Event of Default" has the meaning specified in Article Five.

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

"Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer.

"Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in the United States, consistently applied,
which are in effect on the date of this Indenture.

"Guarantee" means the guarantee by any Guarantor of the Indenture
Obligations.

7
<PAGE>

or such services be rendered), (iv) to maintain working capital or equity
capital of the debtor, or otherwise to maintain the net worth, solvency or other
financial condition of the debtor or (v) otherwise to assure a creditor against
loss; PROVIDED that the term "guarantee" shall not include endorsements for
collection or deposit, in either case in the ordinary course of business.

"Guarantor" means any guarantor of the Indenture Obligations.

"Holder" means a Person in whose name a Security is registered in the
Security Register.

"Indebtedness" means, with respect to any Person, without duplication,
(i) all indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services, excluding any trade payables and other
accrued current liabilities arising in the ordinary course of business, but
including, without limitation, all obligations, contingent or otherwise, of such
Person in connection with any letters of credit issued under letter of credit
facilities, acceptance facilities or other similar facilities and in connection
with any agreement to purchase, redeem, exchange, convert or otherwise acquire
for value any Capital Stock of such Person, or any warrants, rights or options
to acquire such Capital Stock, now or hereafter outstanding, (ii) all
obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments, (iii) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even if the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale
of such property), but excluding trade payables arising in the ordinary course
of business, (iv) all obligations under Interest Rate Agreements of such Person
(except for obligations which have been included in the Consolidated Net Income
of such Person other than as Consolidated Interest Expense), (v) all Capital
Lease Obligations of such Person, (vi) all Indebtedness referred to in clauses
(i) through (v) above of other Persons and all dividends of other Persons, the
payment of which is secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien, upon or
with respect to property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness, (vii) all Guaranteed Debt of such
Person, (viii) all Redeemable Capital Stock valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid
dividends, and (ix) any amendment, supplement, modification, deferral, renewal,
extension, refunding or refinancing of any Indebtedness of the types referred to
in clauses (i) through (viii) above. For purposes hereof, the "maximum fixed
repurchase price" of any Redeemable Capital Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on
any date on which Indebtedness shall be required to be determined pursuant to
this Indenture, and if such price is based upon, or

8
<PAGE>

measured by, the Fair Market Value of such Redeemable Capital Stock, such fair
market value to be determined in good faith by the Board of Directors of such
Person.

"Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

"Investment" means, with respect to any Person, directly or
indirectly, any advance, loan (including guarantees), or other extension of
credit or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase, acquisition or ownership by such Person of any
Capital Stock, bonds, notes, debentures or other securities issued or owned by,
any other Person and all other items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.

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

9
<PAGE>

"Net Cash Proceeds" means, (a) with respect to any Asset Sale by any
Person, the proceeds thereof in the form of cash or cash equivalents including
payments in respect of deferred payment obligations when received in the form
of, or stock or other assets when disposed for, cash or cash equivalents (except
to the extent that such obligations are financed or sold with recourse to the
Company or any Subsidiary) net of (i) brokerage commissions and other reasonable
fees and expenses (including fees and expenses of counsel and investment
bankers) related to such Asset Sale, (ii) provisions for all taxes payable as a
result of such Asset Sale, (iii) payments made to retire Indebtedness where
payment of such Indebtedness is secured by the assets or properties the subject
of such Asset Sale, (iv) amounts required to be paid to any Person (other than
the Company or any Subsidiary) owning a beneficial interest in the assets
subject to the Asset Sale and (v) appropriate amounts to be provided by the
Company or any Subsidiary, as the case may be, as a reserve, in accordance with
GAAP, against any liabilities associated with such Asset Sale and retained by
the Company or any Subsidiary, as the case may be, after such Asset Sale,
including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
reflected in an Officers' Certificate delivered to the Trustee and (b) with
respect to any issuance or sale of Capital Stock or options, warrants or rights
to purchase Capital Stock, or debt securities or Capital Stock that have been
converted into or exchanged for Capital Stock, as referred to under Section
1009, the proceeds of such issuance or sale in the form of cash or cash
equivalents, net of attorney's fees, accountant's fees and brokerage,
consultation, underwriting and other fees and expenses actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

10
<PAGE>

"Non-payment Default" means any event (other than a Payment Default)
the occurrence of which entitles one or more Persons to accelerate the maturity
of any Designated Senior Indebtedness.

"Outstanding" when used with respect to Securities means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

(a) Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation;

(c) Securities, except to the extent provided in Sections 402 and
403, with respect to which the Company has effected defeasance or covenant
defeasance as provided in Article Four; and

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company, any Guarantor, or any other obligor upon the Securities or any
Affiliate of the Company, any Guarantor, or such other obligor shall be
disregarded and deemed not to be Outstanding,

11
<PAGE>

except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes, to the reasonable
satisfaction of the Trustee, the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company, any Guarantor or any other
obligor upon the Securities or any Affiliate of the Company, any Guarantor or
such other obligor.

"Pari Passu Indebtedness" means any Indebtedness of the Company that
is PARI PASSU in right of payment to the Securities.

"Paying Agent" means any Person authorized by the Company to pay the
principal, premium, if any, or interest on any Securities on behalf of the
Company.

"Payment Default" means any default in the payment of principal,
premium, if any, or interest, on any Designated Senior Indebtedness, whether at
maturity or otherwise.

"Permitted Holders" means (i) David R. Markin, Martin L. Solomon,
Allan R. Tessler and Wilmer J. Thomas, Jr. or any one of them, (ii) any trusts
created for the benefit of the persons described in clause (i) or members of any
such person's immediate family; and (iii) in the event of the incompetence or
death of any of the persons described in clause (i), such person's estate,
executor, administrator, committee or other personal representatives or
beneficiaries.

"Permitted Indebtedness" means the following:

(ii) Indebtedness of the Company pursuant to the Securities;

(iii) Indebtedness of the Company or any Subsidiary outstanding on
the date of this Indenture and listed on Schedule I hereto;

(iv) Indebtedness (a) of the Company owing to a Subsidiary or
(b) of a Wholly Owned Subsidiary owing to the Company or another Wholly

12
<PAGE>

Owned Subsidiary (which for purposes of this clause (iv) shall include SCSM
(as defined below) so long as the Company beneficially owns, directly or
indirectly, at least 90% of the outstanding capital stock of SCSM); PROVIDED
that any such Indebtedness is made pursuant to an intercompany note in the
form attached as an exhibit to this Indenture and, in the case of Indebtedness
of the Company owing to a Subsidiary, is subordinated in right of payment from
and after such time as the Securities shall become due and payable (whether at
Stated Maturity, upon acceleration or otherwise) to the payment and
performance of the Company's obligations under the Securities; PROVIDED,
FURTHER, that (x) any disposition, pledge or transfer of any such Indebtedness
to a Person (other than the Company or a Wholly Owned Subsidiary and other
than a pledge of any such intercompany note to the agent bank under the New
Credit Facility in accordance with the terms of the New Credit Facility as in
effect on the date of this Indenture) shall be deemed to be an incurrence
of such Indebtedness by the obligor not permitted by this clause (iv) and
(y) any transaction pursuant to which any Wholly Owned Subsidiary, which has
Indebtedness owing to the Company or any other Wholly Owned Subsidiary, ceases
to be a Wholly Owned Subsidiary shall be deemed to be the incurrence of
Indebtedness by the Company or such other Wholly Owned Subsidiary that is not
permitted by this clause (iv);

(v) any renewals, extensions, substitutions, refundings,
refinancings or replacements (collectively, a "refinancing") of any
Indebtedness described in clauses (i), (ii) and (iii) of this definition of
"Permitted Indebtedness," including any successive refinancings so long as the
aggregate principal amount of Indebtedness represented thereby is not
increased by such refinancing plus the lesser of (I) the stated amount of any
premium or other payment required to be paid in connection with such a
refinancing pursuant to the terms of the Indebtedness being refinanced or (II)
the amount of premium or other payment actually paid at such time to refinance
the Indebtedness, plus, in either case, the amount of expenses of the Company
incurred in connection with such refinancing and such refinancing does not
reduce or advance the Average Life to Stated Maturity or the Stated Maturity
of such Indebtedness;

(vi) guarantees by the Company or any Subsidiary of a line of
credit of Checker Taxi Association, Inc. in an aggregate principal amount
outstanding not to exceed at any given time $1 million;

(vii) guarantees of any Subsidiary made in accordance with the

provisions of Section 1013 or Section 1015;

(viii) guarantees by Subsidiaries of Indebtedness of third parties
incurred in the ordinary course of business consistent with past practice in an
aggregate principal amount outstanding not to exceed at any given time $15
million;

(ix) earned but unpaid compensation of present and future
directors and executive officers of either the Company or any of its
Subsidiaries; and

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<PAGE>

(x) Indebtedness of the Company and any Subsidiary (including
indebtedness in respect of which the Company and one or more Subsidiaries are
co-obligers) in addition to that described in paragraphs (i) through (ix) of
this definition of "Permitted Indebtedness" in an aggregate principal amount
outstanding not to exceed at any given time $25 million.

"Permitted Investment" means (i) Investments in any Wholly Owned
Subsidiary or Investments by the Company or any Subsidiary in a Person, if as a
result of such Investment (a) such Person becomes a Wholly Owned Subsidiary or
(b) such Person is merged or consolidated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or any
Wholly Owned Subsidiary; (ii) Investments in the Securities; (iii) Indebtedness
of the Company or a Subsidiary described under clause (iv), (vi), (vii) or
(viii) of the definition of "Permitted Indebtedness"; (iv) Temporary Cash
Investments; (v) Investments in existence on the date of this Indenture; and
(vi) Investments made by American Country Insurance Company ("Country"), an
Illinois corporation, or any other Subsidiary in the ordinary course of the
insurance business and in accordance with the statutes and governmental
regulations regulating its affairs in its domestic jurisdiction.

"Permitted Junior Securities" means (so long as the effect of any
exclusion employing this definition is not to cause the Securities to be treated
in any case or proceeding or similar event described in clauses (a), (b) or (c)
of Section 1202 as part of the same class of claims as the Senior Indebtedness
or any class of claims PARI PASSU with, or senior to, the Senior Indebtedness,
for any payment or distribution) equity securities or subordinated securities of
the Company or any successor corporation provided for by a plan of
reorganization or readjustment that, in the case of any such subordinated
securities, are subordinated at least to the same extent that the Securities are
subordinated to the payment of all Senior Indebtedness then outstanding;
PROVIDED that (1) if a new corporation results from such reorganization or
readjustment, such corporation assumes any Senior Indebtedness not paid in full
in cash or cash equivalents in connection with such reorganization or
readjustment and (2) the rights of the holders of such Senior Indebtedness are
not, without the consent of such holders, altered by such reorganization or
readjustment.

"Permitted Liens" means the following:

(i) any Lien existing, or provided for under arrangements
existing, as of the date of this Indenture;

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<PAGE>

may be initiated shall not have expired; (2) taxes, assessments or similar
charges not yet delinquent or which are being contested in good faith;
(3) security for the payment of workers' compensation, unemployment insurance,
other social security benefits or other insurance-related obligations (including
but not limited to in respect of deductibles, self-insured retention amounts and
premiums and adjustments thereto); (4) deposits or pledges in connection with
bids, tenders, leases and contracts (other than contracts for the payment of
money); (5) zoning restrictions, easements, licenses, reservations, provisions,
covenants, conditions, waivers, restrictions on the use of property or minor
irregularities of title (and with respect to leasehold interests, mortgages,
obligations, liens and other encumbrances incurred, created, assumed or
permitted to exist and arising by, through or under a landlord or owner of the
leased property, with or without consent of the lessee), none of which
materially impairs the use of any parcel of property material to the operation
of the business of the Company and its Subsidiaries taken as a whole or the
value of such property for the purpose of such business; (6) deposits or pledges
to secure public or statutory obligations, progress payments, surety and appeal
bonds or other obligations of like nature incurred in the ordinary course of
business; (7) certain surveys, exceptions, title defects, encumbrances,
easements, reservations of, or rights of others for, rights of way, sewers,
electric lines, telegraph or telephone lines or other similar purposes or zoning
or other restrictions as to the use of real property not materially interfering
with the ordinary conduct of the business of the Company and its Subsidiaries
taken as a whole; or (8) operation of law in favor of landlords, mechanics,
carriers, warehousemen, materialmen, laborers, employees, suppliers or the like,
incurred in the ordinary course of business for sums which are not yet
delinquent or are being contested in good faith by negotiations or by
appropriate proceedings which suspend the collection thereof;

(iv) any Lien securing Indebtedness incurred under the New Credit
Facility;

(v) any Lien on the collateral securing Indebtedness incurred
under the Senior Notes and the Senior Note Indenture;

(vi) any Lien created by Subsidiaries to secure Indebtedness of
such Subsidiaries to the Company;

(vii) any Lien securing Purchase Money Obligations and Capital
Lease Obligations incurred pursuant to the provisions of Section 1008;

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<PAGE>

(viii) any Lien securing Indebtedness incurred pursuant to
paragraph (x) of the definition of Permitted Indebtedness;

(ix) any Lien securing Permitted Subsidiary Indebtedness;

(x) any Lien in favor of the agent bank under the New Credit
Facility securing the intercompany note issued pursuant to paragraph (iv) of the
definition of Permitted Indebtedness; and

(xi) any extension, renewal, refinancing or replacement, in whole
or in part, of any Lien described in the foregoing clauses (i), (iii) and (v) so
long as (1) the amount of security is not increased thereby, (2) the aggregate
amount of Indebtedness or other obligations secured by the Lien after such
extension, renewal, refinancing or replacement does not exceed the aggregate
amount of the Indebtedness or other obligations secured by the existing Lien
prior to such extension, renewal, refinancing or replacement plus an amount
equal to the lesser of (a) the stated premium required to be paid in connection
with such an extension, renewal, refinancing or replacement pursuant to the
terms of the Indebtedness or (b) the amount of any premium actually paid by the
Company to accomplish such extension, renewal, refinancing or replacement and
(3) the Indebtedness secured by such Lien (other than Permitted Indebtedness) is
permitted under the provisions of Section 1008.

"Permitted Subsidiary Indebtedness" means Indebtedness of the
Subsidiaries of the Company in the aggregate principal amount outstanding not to
exceed $25 million at any given time under any agreement providing for
subsidized financing from any federal or state governmental agency.

16
<PAGE>

involuntary liquidation or dissolution of such Person, over Capital Stock of any
other class in such Person.

"Public Offering" means an underwritten initial public offering of
Qualified Capital Stock (other than Preferred Stock) of the Company pursuant to
a registration statement that has been declared effective by the Commission
pursuant to the Securities Act which results in gross cash proceeds to the
Company of not less than $25 million.

"Purchase Money Obligation" means any Indebtedness secured by a Lien
on assets related to the business of the Company or its Subsidiaries, and any
additions and accessions thereto, which are purchased by the Company or any
Subsidiary at any time after the Securities are issued; PROVIDED, that (i) the
security agreement or conditional sales or other title retention contract
pursuant to which the Lien on such assets is created (collectively, a "Purchase
Money Security Agreement") shall be entered into within 90 days after the
purchase or substantial completion of the construction of such assets and shall
at all times be confined solely to the assets so purchased or acquired, any
additions and accessions thereto and any proceeds therefrom, (ii) at no time
shall the aggregate principal amount of the outstanding Indebtedness secured
thereby be increased, except in connection with the purchase of additions and
accessions thereto and except in respect of fees and other obligations in
respect of such Indebtedness and (iii)(A) the aggregate outstanding principal
amount of Indebtedness secured thereby (determined on a per asset basis in the
case of any additions and accessions) shall not at the time such Purchase Money
Security Agreement is entered into exceed 100% of the purchase price to the
Company or any Subsidiary of the assets subject thereto or (B) the Indebtedness
secured thereby shall be with recourse solely to the assets so purchased or
acquired, any additions and accessions thereto and any proceeds therefrom.

"Qualified Capital Stock" of any Person means any and all Capital
Stock of such Person other than Redeemable Capital Stock.

"Redemption Date" when used with respect to any Security to be
redeemed means the date fixed for such redemption by or pursuant to this
Indenture.

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<PAGE>

"Redemption Price" when used with respect to any Security to be
redeemed means the price at which it is to be redeemed pursuant to this
Indenture.

"Regular Record Date" for the interest payable on any Interest Payment
Date means ___________ or ___________ (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

"Restricted Payment" has the meaning specified in Section 1009.

"Securities" has the meaning specified in the first recital of this
Indenture.

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

"Security Register" has the meaning specified in Section 305.

"Security Registrar" means the office or agency designated pursuant to
Section 1002 where Securities may be presented for registering any transfers
pursuant to this Indenture.

"Senior Indebtedness" means the principal of, premium, if any, and
interest (including interest accruing after the filing of a petition initiating
any proceeding under any state, federal or foreign bankruptcy laws whether or
not allowed as a claim in such proceeding) on any Indebtedness of the Company
(other than as otherwise provided in this definition), whether outstanding on
the date of this Indenture or thereafter created, incurred or assumed, and
whether at any time owing, actually or contingent, unless, in the case of any
particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Securities. Without
limiting the generality of the foregoing, "Senior Indebtedness" shall include
the principal of, premium, if any, and interest (including interest accruing
after the filing of a petition initiating any proceeding under any state,
federal or foreign bankruptcy laws whether or not allowed as a claim in such
proceeding) on all Indebtedness of the Company from time to time owed under the
New Credit Facility and the Senior Notes and the Senior Note Indenture;
PROVIDED, HOWEVER, that any Indebtedness under any refinancing, refunding, or
replacement of the New Credit Facility or the Senior Notes shall not constitute
Senior Indebtedness to the extent that the Indebtedness thereunder is by its
express terms subordinate in right of payment to any other Indebtedness of the
Company. Notwithstanding the foregoing,

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<PAGE>

"Senior Indebtedness" shall not include (i) Indebtedness evidenced by the
Securities, (ii) Indebtedness that is subordinate or junior in right of payment
to any Indebtedness of the Company, (iii) Indebtedness which when incurred, and
without respect to any election under Section 1111(b) of the Bankruptcy Law, is
without recourse to the Company, (iv) Indebtedness which is represented by
Redeemable Capital Stock, (v) any liability for foreign, federal, state, local
or other taxes owed or owing by the Company, (vi) Indebtedness of the Company
to a Subsidiary or any other Affiliate of the Company or any of such Affiliate's
subsidiaries and (vii) that portion of any Indebtedness which at the time of
incurrence is issued in violation of the provisions of Section 1008 of this
Indenture.

"Senior Note Indenture" means the Indenture dated as of ________, 1994
among the Company and First Fidelity Bank, National Association, as trustee, as
such agreement may be amended, renewed, extended, substituted, refinanced,
replaced, supplemented or otherwise modified from time to time (including,
without limitation, any successive renewals, extensions, substitutions,
refinancings, restructurings, supplementations or other modifications of the
foregoing).

"Senior Notes" means the Company's ___% Senior Secured Notes
due 2002 issued pursuant to the Senior Note Indenture.

"Separation Date" has the meaning set forth in the Warrant Agreement.

"Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.

"Subordinated Indebtedness" means Indebtedness of the Company
subordinated in right of payment to the Securities.

"Subsidiary" means any Person a majority of the equity ownership or
the Voting Stock of which is at the time owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries.

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<PAGE>

member of the Federal Reserve System, including without limitation the Trustee
or an Affiliate of the Trustee, and that has combined capital and surplus and
undivided profits of not less than $250,000,000, whose debt has a rating, at the
time as of which any investment therein is made, of "P-1" (or higher) according
to Moody's Investors Service, Inc. ("Moody's") or any successor rating agency,
or "A-1" or higher according to Standard & Poor's Corporation ("S&P") or any
successor rating agency, (iii) commercial paper, maturing not more than 180 days
after the date of acquisition, issued by a corporation (other than an Affiliate
or Subsidiary of the Company but including the Trustee or an Affiliate of the
Trustee) organized and existing under the laws of the United States of America
with a rating, at the time as of which any investment therein is made, of "P-1"
(or higher) according to Moody's or any successor rating agency or "A-1" (or
higher) according to S&P or any successor rating agency, and (iv) any repurchase
obligation with a term of not more than 90 days for direct obligations of the
United States of America entered into with a bank meeting the qualifications
described in clause (ii) above.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

"Warrant" means any Warrant (as defined in the Warrant Agreement) from
time to time outstanding pursuant to the Warrant Agreement.

"Warrant Agent" means American Stock Transfer & Trust Company, until a
successor Warrant Agent shall have become such pursuant to the applicable
provisions of the Warrant Agreement and, thereafter, such successor.

"Warrant Agreement" means the Warrant Agreement, dated as of
__________, 1994 between the Company and the Warrant Agent.

"Wholly Owned Subsidiary" means a corporate Subsidiary all the
outstanding Capital Stock (other than directors' qualifying shares) or a
partnership Subsidiary all the equity interest of which is owned by the Company
or another Wholly Owned Subsidiary.

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<PAGE>

Section 102. OTHER DEFINITIONS.

Defined
Term in Section
------ ----------

"Affiliate Transaction" 1010
"Act" 105
"Change of Control Offer" 1014
"Change of Control Purchase Date" 1014
"Change of Control Purchase Notice" 1014
"Change of Control Purchase Price: 1014
"covenant defeasance" 403
"Defaulted Interest" 307
"Defeasance" 402
"Defeasance Redemption Date" 404
"Defeased Securities" 401
"Excess Proceeds" 1011
"Excess Security Amount" 1011
"Initial Blockage Period" 1203
"Offer" 1011
"Offer Date" 1011
"Offered Price" 1011
"Pari Passu Debt Amount" 1011
"Pari Passu Offer" 1011
"Payment Blockage Period" 1203
"Purchase Date" 1011
"Required Filing Dates" 1017
"SCSM" 1009
"Securities Amount" 1011
"Senior Representative" 1203
"Surviving Entity" 801
"U.S. Government Obligations" 404

Section 103. COMPLIANCE CERTIFICATES AND OPINIONS.

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<PAGE>

certificates and/or opinions is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

Every certificate or Opinion of Counsel with respect to compliance
with a condition or covenant provided for in this Indenture shall include:

(a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

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

(d) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

Section 104. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

22
<PAGE>

customary for opinions of the type required and counsel delivering such Opinions
of Counsel may rely on certificates of the Company or government or other
officials customary for opinions of the type required, including certificates
certifying as to matters of fact, including that various financial covenants
have been complied with.

Section 105. ACTS OF HOLDERS.

(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

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<PAGE>

Section 106. NOTICES, ETC., TO TRUSTEE, THE COMPANY
AND ANY GUARANTOR.

(a) the Trustee by any Holder or by the Company or any Guarantor or
any other obligor of the Securities shall be sufficient for every purpose
hereunder if made, given, furnished or filed, in writing, to or with the Trustee
at 140 Broadway, 12th Floor, New York, New York 10005, Attention: Corporate
Trust Department, or at any other address previously furnished in writing to the
Holders, the Company, any Guarantor or any other obligor of the Securities by
the Trustee; or

Section 107. NOTICE TO HOLDERS; WAIVER.

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<PAGE>

Section 108. CONFLICT WITH TRUST INDENTURE ACT.

Section 109. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

Section 110. SUCCESSORS AND ASSIGNS.

All covenants and agreements in this Indenture by the Company and any
Guarantors shall bind their successors and assigns, whether so expressed or not.

Section 111. SEPARABILITY CLAUSE.

Section 112. BENEFITS OF INDENTURE.

SECTION 113. GOVERNING LAW.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
THE CONFLICTS OF LAWS PRINCIPLES THEREOF).

Section 114. LEGAL HOLIDAYS.

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<PAGE>

premium, if any, 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
Interest Payment Date or Redemption Date, or at the Stated Maturity and no
interest shall accrue with respect to such payment for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be, to the next succeeding Business Day.

Section 115. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

ARTICLE TWO

SECURITY FORMS

Section 201. FORMS GENERALLY.

26
<PAGE>

of any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.

The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Securities
may be listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

Section 202. FORM OF FACE OF SECURITY.

The form of the face of the Securities shall be substantially as
follows:

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<PAGE>

INTERNATIONAL CONTROLS CORP.

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

___% SENIOR SUBORDINATED NOTES due 2004

CUSIP No.
No. ____________ $____________

INTERNATIONAL CONTROLS CORP., a Florida corporation (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
____________ or registered assigns, the principal sum of _____________________
United States dollars on ______, 2004, at the office or agency of the Company
referred to below, and to pay interest thereon from ______, 1994 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on ________ and_____ , in each year, commencing
____ , 1994 at the rate of __% per annum, in United States dollars, until the
principal hereof is paid or duly provided for.

28
<PAGE>

Security Register. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF
LAWS PRINCIPLES THEREOF).

INTERNATIONAL CONTROLS CORP.

By:
---------------------------------
[Title]

Attest:
[SEAL]

- ---------------------------------
Secretary

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<PAGE>

All Securities issued prior to the Separation Date shall have printed
or overprinted thereon the following legends:

This Security is initially issued as part of an issuance of Units,
each consisting of $1,000 principal amount of [ ]% Senior Subordinated
Notes due 2004 (the "Notes") of International Controls Corp. (the
"Company") and [ ] Warrants of the Company expiring _______, 1999 (the
"Warrants"), each representing the right to purchase ____ shares of common
stock, par value $0.01 per share of the Company (the "Common Stock"),
subject to adjustment as provided in the Warrant Agreement (as defined
below). Until [ , 1994] (or such earlier date as may be
determined in accordance with the Warrant Agreement)(the "Separation
Date"), (i) this Security shall evidence beneficial ownership of one Unit
for each $1,000 principal amount of the Notes registered in the name of the
Holder below and represented by this certificate and (ii) beneficial
ownership of the Notes and the Warrants issued as part of each Unit
represented hereby shall not be separately transferable. Until the
Separation Date, the Units represented hereby shall be transferable only by
the transfer of this Security on the Security Register maintained by the
Company pursuant to the Indenture. On the Separation Date, the Notes and
the Warrants comprising each Unit shall separate and thereafter the
Warrants shall be represented by separate Warrant Certificates to be issued
and delivered by the Warrant Agent in accordance with the terms of the
Warrant Agreement. From and after the Separation Date, this Security shall
represent beneficial ownership of the Notes only and the Notes and the
Warrants shall be independently transferable pursuant to the terms of the
Indenture and the Warrant Agreement, respectively. The "Warrant Agreement"
means the Warrant Agreement, dated as of __________, 1994, by and between
the Company and American Stock Transfer & Trust Company, as Warrant Agent.

By accepting a Security bearing this endorsement, each Holder of this
Security shall be bound by all of the terms and provisions of the Warrant
Agreement (a copy of which is available on request to the Company or the
Warrant Agent) as fully and effectively as if such Holder had signed the
same.

ELECTION TO EXERCISE

The undersigned registered holder of this Security hereby irrevocably
elects to exercise [ ] Warrants (evidenced by Warrant Certificates
deposited with the Warrant Agent the beneficial ownership of which is
evidenced by this Security) and in payment of the aggregate Exercise Price
(as defined in the Warrant Agreement), the undersigned herewith tenders
payment in cash or by certified or official bank or bank cashier's check in
the amount of $[ ], at the rate of $[ ] for each share of
Common Stock into which each Warrant is

30
<PAGE>

exercisable. The undersigned requests that a certificate representing the
shares of Common Stock issuable upon exercise of such Warrants be
registered in the name of [ ] whose address is [ ]
and that such certificate be delivered to [ ] whose address is
[ ]. Any cash payments to be made in lieu of a
fractional share should be made to [ ] whose address is
[ ] and the check representing payment thereof should be
delivered to [ ] whose address is [ ].

Dated:

Name of Holder of this Security: ___________________________
Address: ___________________________
___________________________
Signature: ___________________________

Note: The above signature must correspond with the name as written upon the
face of this Security in every particular, without alteration or
enlargement whatever and if the certificate representing the shares of
Common Stock or any principal amount of this Security or the associated
Warrants which are not being exercised is to be registered in a name
other than that in which this Security is registered, or if any cash
payment in lieu of a fractional share is to be made to a person other
than the registered holder of this Security, the signature of the Holder
hereof must be guaranteed as provided in the Warrant Agreement.

Section 203. FORM OF REVERSE OF SECURITY.

The form of the reverse of the Securities shall be substantially as
follows:

This Security is one of a duly authorized issue of Securities of the
Company designated as its __% Senior Subordinated Notes due 2004 (herein called
the "Securities"), limited (except as otherwise provided in the Indenture
referred to below) in aggregate principal amount to $100,000,000, which may be
issued under an indenture (herein called the "Indenture") dated as of _______,
1994, between the Company and Marine Midland Bank, as trustee (herein called
the "Trustee", which term includes any successor Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

The Indenture contains provisions for defeasance at any time of (a)
the entire Indebtedness on this Security and (b) certain restrictive covenants
and related

31
<PAGE>

Defaults and Events of Default, in each case upon compliance with certain
conditions set forth therein.

The Indebtedness evidenced by the Securities is, to the extent and in
the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness (as defined in
the Indenture), whether Outstanding on the date of the Indenture or thereafter,
and this Security is issued subject to such provisions. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee his attorney-in-fact for
such purpose.

Year Redemption Price
------ ------------------

1999 %
2000 %
2001 %

In addition, up to 25% of the aggregate principal amount of the
Securities Outstanding on the date of the Indenture will be redeemable prior to
_____, 1997, at the option of the Company, within 120 days of a Public Offering
from the net proceeds of such sale, in amounts of $1,000 or an integral multiple
thereof, at a redemption price equal to ___% of the principal amount, together
with accrued and unpaid interest, if any, to the date of redemption (subject to
the right of Holders of record on relevant record dates to receive interest due
on an Interest Payment Date); PROVIDED that $___ in aggregate principal amount
of the Securities remains Outstanding immediately following such redemption.

If less than all of the Securities are to be redeemed in the case of
any of the foregoing redemptions, the Trustee shall select the Securities or the
portion thereof to be

32
<PAGE>

redeemed pro rata, by lot or by any other method the Trustee shall deem fair and
reasonable.

Under certain circumstances, in the event the Net Cash Proceeds
received by the Company from any Asset Sale, which proceeds are not used to
prepay Senior Indebtedness or invested in properties or assets used in the
businesses of the Company or reasonably related thereto, exceeds a specified
amount the Company will be required to apply such proceeds to the repayment of
the Securities and certain Indebtedness ranking PARI PASSU to the Securities.

In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.

If an Event of Default shall occur and be continuing, the principal
amount of all the Securities may be declared due and payable in the manner and
with the effect provided in the Indenture.

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<PAGE>

All terms used in this Security which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

34
<PAGE>

Section 204. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

Date:

Marine Midland Bank, National Association,
As Trustee

By:__________________________
Authorized Signatory

ARTICLE THREE

THE SECURITIES

Section 301. TITLE AND TERMS.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $100,000,000 in
principal amount of Securities, except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities pursuant to Section 303, 304, 305, 306, 906, 1011, 1014 or
1108.

The Securities shall be known and designated as the "__% Senior
Subordinated Notes due 2004" of the Company. The Stated Maturity of the
Securities shall be ______, 2004, and the Securities shall bear interest at the
rate of __% per annum from ______, 1994 or from the most recent Interest Payment
Date to which interest has been paid, as the case may be, payable on __________,
1994 and semi-annually thereafter on _________, and __________, in each year,
until the principal thereof is paid or duly provided for.

The principal of, premium, if any, and interest on the Securities
shall be payable at the office or agency of the Company maintained for such
purpose in The City of New York, or at such other office or agency of the
Company as may be maintained for such purpose; PROVIDED, HOWEVER, that at the
option of the Company interest may be paid by check mailed to addresses of the
Persons entitled thereto as such addresses shall appear on the Security
Register. The initial such office shall be 140 Broadway, 12th Floor, New York,
New York 10005, Attention: Corporate Trust Department, until the Company shall
maintain some other office or agency for such purpose and shall give the

35
<PAGE>

Trustee written notice of the location thereof. The Trustee shall be the Paying
Agent until such time as the Company shall designate a successor in accordance
with the terms of this Indenture.

The Securities shall be redeemable as provided in Article Eleven.

Section 302. DENOMINATIONS.

The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.

Section 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

Each Security shall be dated the date of its authentication.

36
<PAGE>

Section 304. TEMPORARY SECURITIES.

37
<PAGE>

for cancellation of any one or more temporary Securities the Company shall
execute and the Trustee shall authenticate and make available for delivery in
exchange therefor a like principal amount of definitive Securities of authorized
denominations. Until so exchanged the temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities.

Section 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

38
<PAGE>

exchanges pursuant to this Section 305 or Section 303, 304, 906, 1011, 1014 or
1108 not involving any transfer.

The Securities and the Warrants will not be separately exchangeable or
transferable prior to the Separation Date, at which time the Securities shall
become separately exchangeable and transferable. Prior to the Separation Date,
the Securities will be exchangeable and transferable only together with the
Warrants related thereto as set forth in the Warrant Agreement.

Section 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If (a) any mutilated Security is surrendered to the Trustee, or (b)
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company, each Guarantor, if any, and the Trustee, such security or indemnity, in
each case, as may be required by each of them to save each of them harmless,
then, in the absence of notice to the Company, any Guarantor or the Trustee that
such Security has been acquired by a bona fide purchaser, the Company shall
execute and upon its written request the Trustee shall authenticate and make
available for delivery, in exchange for any such mutilated Security or in lieu
of any such destroyed, lost or stolen Security, a replacement Security of like
tenor and principal amount, bearing a number not contemporaneously outstanding.

39
<PAGE>

Section 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

40
<PAGE>

Section 308. PERSONS DEEMED OWNERS.

The Company, any Guarantor, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name any Security is registered in
the Security Register as the owner of such Security for the purpose of receiving
payment of principal of, premium, if any, and (subject to Section 307) interest
on such Security and for all other purposes whatsoever, whether or not such
Security is overdue, and neither the Company, any Guarantor, the Trustee nor any
agent of the Company, any Guarantor or the Trustee shall be affected by notice
to the contrary.

Section 309. CANCELLATION.

Section 310. COMPUTATION OF INTEREST.

Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

41
<PAGE>

Section 311. CUSIP NUMBERS.

ARTICLE FOUR

DEFEASANCE AND COVENANT DEFEASANCE

Section 401. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE.

The Company may, at its option by Board Resolution, at any time, with
respect to the Securities, elect to have either Section 402 or Section 403 be
applied to all of the Outstanding Securities (the "Defeased Securities"), upon
compliance with the conditions set forth below in this Article Four.

Section 402. DEFEASANCE AND DISCHARGE.

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<PAGE>

exercise its option under this Section 402 notwithstanding the prior exercise of
its option under Section 403 with respect to the Securities.

Section 403. COVENANT DEFEASANCE.

Section 404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

The following shall be the conditions to application of either Section
402 or Section 403 to the Defeased Securities:

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<PAGE>

date after ______, 1999 (such date being referred to as the "Defeasance
Redemption Date"), if when exercising either defeasance or covenant defeasance,
the Company has delivered to the Trustee an irrevocable notice to redeem all of
the Outstanding Securities on the Defeasance Redemption Date); PROVIDED that the
Trustee shall have been irrevocably instructed to apply such United States
dollars or the proceeds of such U.S. Government Obligations to said payments
with respect to the Securities. For this purpose, "U.S. Government Obligations"
means securities that are (i) direct obligations of the United States of America
for the timely payment of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depository receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian
with respect to any such U.S. Government Obligation or a specific payment of
principal of or interest on any such U.S. Government Obligation held by such
custodian for the account of the holder of such depository receipt, PROVIDED
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt.

(4) No Default or Event of Default shall have occurred and be
continuing on the date of such deposit or, insofar as subsection 501(g) and (h)
are

44
<PAGE>

concerned, at any time during the period ending on the 91st day after the date
of such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).

(5) Such defeasance or covenant defeasance shall not cause the
Trustee for the Securities to have a conflicting interest with respect to any
securities of the Company or any Guarantor.

(7) The Company shall have delivered to the Trustee an independent
Opinion of Counsel in the United States to the effect that, (x) the trust funds
established pursuant to this Article will not be subject to any rights of
holders of any Indebtedness of the Company, including, without limitation, those
arising under this Indenture (other than the rights of the Holders of the
Securities to receive the principal of, premium, if any, and interest on, the
Securities), and (y) after the 91st day following the deposit, the trust funds
established pursuant to this Article will not be subject to the effect of any
applicable United States bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally. (For the limited purpose of the Opinion
of Counsel referred to in this clause (7), such Opinion may contain an
assumption that the conclusions contained in a customary solvency letter by a
nationally recognized appraisal firm, dated as of the date of the deposit and
taking into account such deposit, are accurate as of such date, PROVIDED that
such solvency letter is also addressed and delivered to the Trustee.)

(9) No event or condition shall exist that would prevent the Company
from making payments of the principal of, premium, if any, and interest on the
Securities on the date of such deposit or at any time during the period ending
on the 91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).

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<PAGE>

Section 405. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

Section 406. REINSTATEMENT.

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<PAGE>

deposit had occurred pursuant to Section 402 or 403, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such United
States dollars or U.S. Government Obligations in accordance with Section 402 or
403, as the case may be; PROVIDED, HOWEVER, that if the Company makes any
payment to the Trustee or Paying Agent of principal, premium, if any, or
interest on any Security following the reinstatement of its obligations, the
Trustee or Paying Agent shall promptly pay any such amount to the Holders of the
Securities and the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or
Paying Agent.

ARTICLE FIVE

REMEDIES

Section 501. EVENTS OF DEFAULT.

An Event of Default will occur under this Indenture if:

(a) there shall be a default in the payment of any interest on any
Security when it becomes due and payable, and such default shall continue for a
period of 30 days;

(c) (i) there shall be a default in the performance, or breach, of
any covenant or agreement of the Company or any Guarantor under this Indenture
(other than a default in the performance, or breach, of a covenant or agreement
which is specifically dealt with in paragraphs (a) or (b) or in clauses (ii),
(iii) and (iv) of this paragraph (c)) and such default or breach shall continue
for a period of 60 days after written notice has been given, by certified mail,
(A) to the Company by the Trustee or (B) to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities; (ii) there shall be a default in the performance or breach of the
provisions described in Article Eight; (iii) the Company shall have failed to
make or consummate a Change of Control Offer in accordance with the provisions
of Section

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1014; or (iv) the Company shall have failed to make or consummate an Offer in
accordance with the provisions of Section 1011;

(d) any default in the payment of principal, premium, if any, or
interest on any Indebtedness shall have occurred under any agreements,
indentures or instruments under which the Company or any Subsidiary then has
outstanding Indebtedness which aggregate in excess of $5 million when the same
shall become due and payable and continuation of such default after any
applicable grace period and, if not already matured at its final maturity in
accordance with its terms, shall have been accelerated;

(f) there shall have been the entry by a court of competent
jurisdiction of (i) a decree or order for relief in respect of the Company or
any Material Subsidiary in an involuntary case or proceeding under any
applicable Bankruptcy Law or (ii) a decree or order adjudging the Company or any
Material Subsidiary bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any
Material Subsidiary under any applicable Federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any Material Subsidiary or of any substantial
part of its property, or ordering the winding up or liquidation of its affairs,
and any such decree or order for relief shall continue to be in effect, or any
such other decree or order shall be unstayed and in effect, for a period of 60
consecutive days; or

(g) (i) the Company or any Material Subsidiary commences a voluntary
case or proceeding under any applicable Bankruptcy Law or any other case or
proceeding to be adjudicated bankrupt or insolvent, (ii) the Company or any
Material Subsidiary consents to the entry of a decree or order for relief in
respect of the Company or such Material Subsidiary in an involuntary case or
proceeding under any applicable Bankruptcy Law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, (iii) the Company or any
Material Subsidiary files a petition or answer or consent seeking reorganization
or relief under any applicable Federal or state law, (iv) the Company or any
Material Subsidiary (A) consents to the filing of such petition or the
appointment of, or taking possession by, a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or such
Material Subsidiary or of any substantial part of its property, (B) makes an
assignment for the benefit of creditors or (C) admits in writing its inability
to pay its debts generally as they

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become due or (v) the Company or any Material Subsidiary takes any corporate
action in furtherance of any such actions in this paragraph (g).

Section 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default (other than as specified in paragraphs (f) and
(g) of Section 501) shall occur and be continuing, the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Securities then
Outstanding may declare by notice to the Company (or the Company and the Trustee
if notice is given by the Holders) the Securities due and payable immediately at
their principal amount together with accrued and unpaid interest, if any, to the
date the Securities shall have become due and payable and thereupon the Trustee
may, at its discretion, proceed to protect and enforce the rights of the Holders
of Securities by appropriate judicial proceeding. If an Event of Default
specified in paragraph (f) or (g) of Section 501 occurs and is continuing, then
all the Securities shall IPSO FACTO become and be immediately due and payable,
in an amount equal to the principal amount of the Securities, together with
accrued and unpaid interest, if any, to the date the Securities become due and
payable, without any declaration or other act on the part of the Trustee or any
Holder.

(a) the Company has paid or deposited with the Trustee a sum
sufficient to pay

(i) all sums paid or advanced by the Trustee under this
Indenture and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel,

(ii) all overdue interest on all Securities,

(iii) the principal of and premium, if any, on any Securities
which have become due otherwise than by such declaration of acceleration and
interest thereon at the rate borne by the Securities, and

(iv) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate borne by the Securities; and

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No such rescission shall affect any subsequent default or impair any
right consequent thereon provided in Section 513.

Section 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

The Company and any Guarantor covenant that if

(a) default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for a
period of 30 days, or

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the terms of a Guarantee, or to enforce any other proper remedy, subject however
to Section 512.

Section 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

Section 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

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trust, and any recovery of judgment shall, after provision for the payment
of the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.

Section 506. APPLICATION OF MONEY COLLECTED.

Any money collected by the Trustee pursuant to this Article or
otherwise on behalf of the Holders or the Trustee pursuant to this Article
or through any proceeding or any arrangement or restructuring in
anticipation or in lieu of any proceeding contemplated by this Article shall
be applied, subject to applicable law, in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money
on account of principal, premium, if any, or interest, upon presentation of
the Securities and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under
Section 606;

SECOND: To the payment of the amounts then due and unpaid upon
the Securities for principal, premium, if any, and interest, in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Securities for principal, premium, if any, and interest; and

Section 507. LIMITATION ON SUITS.

No Holder of any Securities shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

(a) such Holder has previously given written notice to the
Trustee of a continuing Event of Default;

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(c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding;
and

(e) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Guarantee to affect, disturb or prejudice the
rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this
Indenture, except in the manner provided in this Indenture or any Guarantee
and for the equal and ratable benefit of all the Holders.

Section 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST.

Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right on the terms stated herein, which is
absolute and unconditional, to receive payment of the principal of, premium,
if any, and (subject to Section 307) interest on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

Section 509. RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture or the Guarantees, if any,
and such proceeding has been discontinued or abandoned for any reason, or
has been determined adversely to the Trustee or to such Holder, then and in
every such case the Company, each of the Guarantors, if any, the Trustee and
the Holders shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.

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Section 510. RIGHTS AND REMEDIES CUMULATIVE.

No right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

Section 511. DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee
or by the Holders, as the case may be.

Section 512. CONTROL BY HOLDERS.

The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee,
PROVIDED that

(a) such direction shall not be in conflict with any rule of law
or with this Indenture or any Guarantee;

(b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

(c) subject to Section 602, the Trustee shall have the right to
decline any such direction if the Trustee, in good faith shall, by a
Responsible Officer, determine that the proceeding so directed would involve
the Trustee in personal liability.

Section 513. WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities may on behalf of the Holders of all the
Securities waive any past Default under this Indenture and its consequences,
except a Default

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(a) in the payment of the principal of, premium, if any, or
interest on any Security, or

(b) in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of the Holder
of each Outstanding Security.

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

Section 514. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount
of the Outstanding Securities, or to any suit instituted by any Holder for
the enforcement of the payment of the principal of, premium, if any, or
interest on any Security on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).

Section 515. WAIVER OF STAY, EXTENSION OR USURY LAWS.

Each of the Company and the Guarantors, if any, covenants (to the
extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law or any usury or other law wherever
enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company or any Guarantor from paying all or any portion of the
principal of, premium, if any, or interest on the Securities contemplated
herein or in the Securities or which may affect the covenants or the
performance of this Indenture; and each of the Company and the Guarantors,
if any, (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

<PAGE>

ARTICLE SIX

THE TRUSTEE

Section 601. NOTICE OF DEFAULTS.

Within 60 days after the occurrence of any Default, the Trustee
shall transmit by mail to all Holders, as their names and addresses appear
in the Security Register, notice of such Default hereunder known to the
Trustee, unless such Default shall have been cured or waived; PROVIDED,
HOWEVER, that, except in the case of a Default in the payment of the
principal of, premium, if any, or interest on any Security, the Trustee
shall be protected in withholding such notice if and so long as a trust
committee of Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders.

Section 602. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of Trust Indenture Act Sections
315(a) through 315(d):

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented
by the proper party or parties;

(b) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

(c) the Trustee may consult with counsel of its selection and any
advice of such counsel confirmed in writing within five Business Days of the
rendering thereof or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon in accordance
with such advice or Opinion of Counsel;

<PAGE>

(e) the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within
the discretion, rights or powers conferred upon it by this Indenture other
than any liabilities arising out of the negligence of the Trustee;

(f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
approval, appraisal, bond, debenture, note, coupon, security or other paper
or document unless, subject to Section 602(d) above, requested in writing to
do so by the Holders of not less than a majority in aggregate principal
amount of the Securities then Outstanding; PROVIDED that, if the payment
within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the Trustee may
require reasonable indemnity against such expenses or liabilities as a
condition to proceeding; the reasonable expenses of every such investigation
shall be paid by the Company or, if paid by the Trustee or any predecessor
Trustee, shall be repaid by the Company upon demand; PROVIDED, FURTHER, the
Trustee in its discretion may make such further inquiry or investigation
into such facts or matters as it may deem fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company,
personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by
it hereunder;

(h) no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers;

(i) 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 (unless
other evidence be herein specifically prescribed) may, in the absence of bad
faith on its part, rely upon an Officers' Certificate (and, without limiting
the generality of the foregoing, the Trustee may rely on an Officers'
Certificate that a guarantee by a Subsidiary meets the requirements of
Section 1015);

(j) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

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(k) the Trustee shall not be charged in the knowledge of any
Default or Event of Default with respect to the Securities unless either (i)
a Responsible Officer of the Trustee shall have actual knowledge of the
Default or Event of Default or (ii) written notice of such Default or Event
of Default shall have been given to the Trustee in accordance with the terms
of this Indenture.

Section 603. TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITIONS
OF SECURITIES OR APPLICATION OF PROCEEDS THEREOF.

The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that
the statements made by it in a Statement of Eligibility on Form T-1 supplied
to the Company are true and accurate subject to the qualifications set forth
therein. The Trustee shall not be accountable for the use or application by
the Company of Securities or the proceeds thereof.

Section 604. TRUSTEE AND AGENTS MAY HOLD SECURITIES;
COLLECTIONS; ETC.

The Trustee, any Paying Agent, Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities, with the same rights it would have if it
were not the Trustee, Paying Agent, Security Registrar or such other agent
and, subject to Trust Indenture Act Sections 310 and 311, may otherwise deal
with the Company and receive, collect, hold and retain collections from the
Company with the same rights it would have if it were not the Trustee,
Paying Agent, Security Registrar or such other agent.

Section 605. MONEY HELD IN TRUST.

All moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Except for funds or securities
deposited with the Trustee pursuant to Article Four, the Trustee shall
invest all moneys received by the Trustee, until used or applied as herein
provided, in Temporary Cash Investments only in accordance with a Company
Order.

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Section 606. COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS
PRIOR CLAIM.

The Company covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, such compensation as the
Company and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust) and the
Company covenants and agrees to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Company also covenants to
indemnify the Trustee and each predecessor Trustee for, and to hold it harmless
against, any and all losses, liabilities, taxes, assessments or other
governmental charges (other than taxes applicable to the Trustee's compensation
hereunder) or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including
enforcement of this Section 606 and also including any liability which the
Trustee may incur as a result of failure to withhold, pay or report any tax,
assessment or other governmental charge, and the costs and expenses of defending
itself against or investigating any claim of liability in connection with the
exercise of its powers and duties hereunder. The obligations of the Company
under this Section to compensate and indemnify the Trustee and each predecessor
Trustee and to pay or reimburse the Trustee and each predecessor Trustee for
expenses, disbursements and advances shall constitute an additional obligation
hereunder and shall survive the satisfaction and discharge of this Indenture.

The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 606, except with respect to
funds held in trust for the benefit of the Holders of particular Securities.

When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(g) or Section 501(h), the
expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency
or other similar law.

All such payments and reimbursements shall bear interest on the
amount outstanding from time to time at a rate per annum (computed on the
basis of the actual number of days elapsed over a year of 360 days) equal to
the prime rate announced by the Trustee from time to time.

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Section 607. CONFLICTING INTERESTS.

The Trustee shall comply with the provisions of Section 310(b) of
the Trust Indenture Act.

Section 608. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under Trust Indenture Act Section 310(a)(1) and
which shall have a combined capital and surplus of at least $100,000,000,
and have a Corporate Trust Office or an agent in The City of New York to the
extent there is such an institution eligible and willing to serve. If the
Trustee does not have a New York office, the Trustee shall appoint an agent
in The City of New York to conduct any activities as contemplated by Section
1002 on behalf of the Trustee to be performed in The City of New York. The
Trustee may not rescind any such agency without the consent of the Company
which shall not be unreasonably withheld. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

Section 609. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE.

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 610.

(b) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign by giving written notice thereof to the Company. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor Trustee by written instrument executed by authority of the Board of
Directors of the Company, a copy of which shall be delivered to the resigning
Trustee and a copy to the successor Trustee. If an instrument of acceptance by
a successor Trustee shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may, or
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee.
Such court may thereupon, after such notice, if any, as it may deem proper,
appoint a successor Trustee.

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(c) The Trustee may be removed at any time by an Act of the Holders
of not less than a majority in aggregate principal amount of the Outstanding
Securities, delivered to the Trustee and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with the provisions of
Trust Indenture Act Section 310(b) after written request therefor
by the Company or by any Holder who has been a bona fide Holder of
a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 608
and shall fail to resign after written request therefor by the
Company or by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee or
of its property shall be appointed or any public officer shall
take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 514, the Holder of any Security who has
been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee. Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, remove the Trustee and appoint a
successor Trustee.

(e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders of the Securities and accepted appointment in the manner hereinafter
provided, the Holder of any Security who has been a bona fide Holder for at
least six months may, subject to Section 514, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

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(f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee by
mailing written notice of such event by first-class mail, postage prepaid,
to the Holders of Securities as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor
Trustee and the address of its Corporate Trust Office or agent hereunder.

Section 610. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee as if
originally named as Trustee hereunder; but, nevertheless, on the written
request of the Company or the successor Trustee, upon payment of its charges
then unpaid, such retiring Trustee shall, pay over to the successor Trustee
all moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor Trustee all such rights, powers,
duties and obligations. Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights and
powers. Any Trustee ceasing to act shall, nevertheless, retain a prior
claim upon all property or funds held or collected by such Trustee or such
successor Trustee to secure any amounts then due such Trustee pursuant to
the provisions of Section 606.

No successor Trustee with respect to the Securities shall accept
appointment as provided in this Section 610 unless at the time of such
acceptance such successor Trustee shall be eligible to act as Trustee under
the provisions of Trust Indenture Act Section 310(a) and this Article Six
and shall have a combined capital and surplus of at least $100,000,000 and
have a Corporate Trust Office or an agent selected in accordance with
Section 608 in The City of New York.

Upon acceptance of appointment by any successor Trustee as
provided in this Section 610, the Company shall give notice thereof to the
Holders of the Securities, by mailing such notice to such Holders at their
addresses as they shall appear on the Security Register. If the acceptance
of appointment is substantially contemporaneous with the resignation, then
the notice called for by the preceding sentence may be combined with the
notice called for by Section 609. If the Company fails to give such notice
within 10 days after acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be given at the expense of the
Company.

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Section 611. MERGER, CONVERSION, AMALGAMATION, CONSOLIDATION OR
SUCCESSION TO BUSINESS.

Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated or amalgamated, or any corporation
resulting from any merger, conversion, amalgamation or consolidation to
which the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation shall be
eligible under Trust Indenture Act Section 310(a) and this Article Sixth and
shall have a combined capital and surplus of at least $100,000,000 and have
a Corporate Trust Office or an agent selected in accordance with Section 608
in the City of New York, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

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

Section 612. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

If and when the Trustee shall be or become a creditor of the
Company (or other obligor under the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Company (or any such other obligor).

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS.

The Company will furnish or cause to be furnished to the Trustee

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(a) semi-annually, not more than 15 days after each Regular
Record Date, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders as of such Regular Record Date; and

(b) at such other times as the Trustee may request in writing,
within 30 days after receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

PROVIDED, HOWEVER, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

Section 702. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
or any agent of either of them shall be held accountable by reason of the
disclosure of any information as to the names and addresses of the Holders in
accordance with Trust Indenture Act Section 312, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Trust Indenture Act Section 312.

Section 703. REPORTS BY TRUSTEE.

Section 704. REPORTS BY COMPANY AND ANY GUARANTOR.

The Company and any Guarantor shall:

(a) file with the Trustee, within 15 days after the Company or any
Guarantor, as the case may be, is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company or any Guarantor may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if
the Company or any Guarantor, as the case may be, is not required to file
information, documents or reports pursuant to either of said Sections, then it
shall file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic

<PAGE>

information, documents and reports which may be required pursuant to Section
13 of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations;

(b) file with the Trustee and the Commission, in accordance with
the rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to
compliance by the Company, or any Guarantor, as the case may be, with the
conditions and covenants of this Indenture as may be required from time to
time by such rules and regulations; and

(c) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in Trust
Indenture Act Section 313(c), such summaries of any information, documents
and reports required to be filed by the Company, or any Guarantor, as the
case may be, pursuant to Subsections (a) and (b) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.

ARTICLE EIGHT

CONSOLIDATION, MERGER, AMALGAMATION,
CONVEYANCE, TRANSFER OR LEASE

Section 801. COMPANY OR GUARANTOR MAY CONSOLIDATE, MERGE, ETC.,
ONLY ON CERTAIN TERMS.

(a) The Company shall not, in a single transaction or a series of
related transactions, consolidate with or merge with or into any other Person or
sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to any Person or group of
affiliated Persons, or permit any of its Subsidiaries to enter into any such
transaction or transactions if such transaction or series of related
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Company and its Subsidiaries on a Consolidated basis to any other
Person or group of affiliated Persons, unless at the time and after giving
effect thereto:

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supplemental indenture in a form reasonably satisfactory to the Trustee, all
the obligations of the Company under the Securities and this Indenture, and
this Indenture shall remain in full force and effect;

(ii) immediately before and immediately after giving effect
to such transaction on a PRO FORMA basis, no Default or Event of Default
shall have occurred and be continuing;

(iii) immediately after giving effect to such transaction
on a PRO FORMA basis, the Consolidated Net Worth of the Company (or the
Surviving Entity if the Company is not the continuing obligor under this
Indenture) is equal to or greater than the Consolidated Net Worth of the
Company immediately prior to such transaction;

(iv) immediately before and immediately after giving effect
to such transaction on a PRO FORMA basis (on the assumption that the
transaction occurred on the first day of the four-quarter period immediately
prior to the consummation of such transaction with the appropriate
adjustments with respect to the transaction being included in such PRO FORMA
calculation), the Company (or the Surviving Entity if the Company is not the
continuing obligor under this Indenture) could incur $1.00 of additional
Indebtedness under the provisions of Section 1008 (other than Permitted
Indebtedness);

(v) each Guarantor, if any, unless it is the other party to
the transactions described above, shall have by supplemental indenture
confirmed that its Guarantee shall apply to such Person's obligations under
this Indenture and the Securities;

(vi) if any of the property or assets of the Company or any
of its Subsidiaries would thereupon become subject to any Lien, the
provisions of Section 1012 are complied with; and

(vii) the Company or the Surviving Entity shall have
delivered, or caused to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers' Certificate and an
Opinion of Counsel, each to the effect that such consolidation, merger,
transfer, sale, assignment, lease or other transaction and the supplemental
indenture in respect thereto comply with the provisions of this Article and
that all conditions precedent herein provided for relating to such
transaction have been complied with.

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substantially all of its properties and assets on a Consolidated basis to
any entity (other than the Company or any other Guarantor) unless at the
time and after giving effect thereto:

(i) either (A) such Guarantor shall be the continuing
corporation or (B) the entity (if other than such Guarantor) formed by such
consolidation or into which such Guarantor is merged or the entity which
acquires by sale, assignment, conveyance, transfer, lease or disposition the
properties and assets of such Guarantor shall be a corporation duly
organized and validly existing under the laws of the United States, any
state thereof or the District of Columbia and shall expressly assume by a
supplemental indenture, executed and delivered to the Trustee, in a form
reasonably satisfactory to the Trustee, all the obligations of such
Guarantor under the Securities and this Indenture;

(ii) immediately before and immediately after giving effect
to such transaction on a PRO FORMA basis, no Default or Event of Default
shall have occurred and be continuing; and

(iii) such Guarantor shall have delivered to the Trustee,
in form and substance reasonably satisfactory to the Trustee, an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, sale, assignment, conveyance, transfer, lease or disposition and
such supplemental indenture comply with this Indenture, and thereafter all
obligations of the predecessor shall terminate.

Section 802. SUCCESSOR SUBSTITUTED.

In the event of any transaction described in and complying with
the conditions listed in the immediately preceding paragraphs in which the
Company or any Guarantor is not the continuing corporation, the successor
Person formed or remaining shall succeed to, and be substituted for, and may
exercise every right and power of, the Company or such Guarantor, as the
case may be, and the Company or such Guarantor, as the case may be, shall be
discharged from all obligations and covenants under this Indenture, the
Securities or such Guarantee, as the case may be; PROVIDED that in the case
of a transfer by lease, the predecessor shall not be released from the
payment of principal and interest on the Securities or such Guarantee, as
the case may be.

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ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 901. SUPPLEMENTAL INDENTURES AND AGREEMENTS WITHOUT
CONSENT OF HOLDERS.

Without the consent of any Holders, the Company and the
Guarantors, if any, when authorized by a Board Resolution, and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto or agreements or other instruments with respect to any
Guarantee, in form and substance satisfactory to the Trustee, for any of the
following purposes:

(a) to evidence the succession of another Person to the Company
or a Guarantor, and the assumption by any such successor of the covenants
of the Company or such Guarantor herein and in the Securities and in any
Guarantee;

(b) to add to the covenants of the Company or any Guarantor for
the benefit of the Holders, or to surrender any right or power herein
conferred upon the Company or any Guarantor, as applicable, herein, in the
Securities or in any Guarantee;

(c) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision
herein or in any Guarantee, or to make any other provisions with respect to
matters or questions arising under this Indenture, the Securities or any
Guarantee; PROVIDED, that, in each case, such provisions shall not adversely
affect the interests of the Holders;

(d) to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust
Indenture Act, as contemplated by Section 905 or otherwise;

(e) to add a Guarantor pursuant to the requirements of Sections
1013 or 1015;

(f) to evidence and provide the acceptance of the appointment of
a successor Trustee hereunder;

(g) to secure the Securities pursuant to the requirements of
Section 1012 or otherwise; or

<PAGE>

are required to be mortgaged, pledged or hypothecated, or in which a
security interest is required to be granted to the Trustee, pursuant to this
Indenture or otherwise.

Section 902. SUPPLEMENTAL INDENTURES AND AGREEMENTS WITH CONSENT
OF HOLDERS.

With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, by Act of said
Holders delivered to the Company, each Guarantor, if any, and the Trustee,
the Company, and each Guarantor (if a party thereto) when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto or agreements or other instruments with respect to any
Guarantee in form and substance satisfactory to the Trustee for the purpose
of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Indenture or of modifying in any manner the rights of
the Holders under this Indenture, the Securities or any Guarantee; PROVIDED,
FURTHER, that no such supplemental indenture, agreement or instrument shall,
without the consent of the Holder of each Outstanding Security affected
thereby:

(b) amend, change or modify the obligation of the Company to make
and consummate a Change of Control Offer in the event of a Change of Control
in accordance with Section 1014 or make and consummate an Offer in
accordance with Section 1011, including, in each case, amending, changing or
modifying any of the definitions with respect thereto;

(c) reduce the percentage in principal amount of the Outstanding
Securities, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver of compliance with certain provisions of this Indenture or certain
Defaults hereunder and their consequences provided for in this Indenture or
with respect to any Guarantee;

(d) modify any of the provisions of this Section or Sections 513
and 1021, except to increase any such percentage of Outstanding Securities
required for such actions or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the
Holder of each Security affected thereby; or

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(e) except as otherwise permitted under Article Eight, consent to
the assignment or transfer by the Company or any Guarantor of any of their
rights and obligations under this Indenture;

(f) amend or modify any of the provisions of this Indenture in
any manner which subordinates the Securities in right of payment to other
Indebtedness of the Company or which subordinates any Guarantee in right of
payment to other Indebtedness of such Guarantor; or

(g) consent to the release of any Collateral from the Lien
created by the Pledge Agreement or permit the creation of any Lien on the
Collateral except in each case in accordance with the terms of this
Indenture and the Pledge Agreement.

Upon the written request of the Company and each Guarantor, if
any, accompanied by a copy of a Board Resolution authorizing the execution
of any such supplemental indenture or Guarantee, and upon the filing with
the Trustee of evidence of the consent of Holders as aforesaid, the Trustee
shall join with the Company and each Guarantor in the execution of such
supplemental indenture or Guarantee.

It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental
indenture or Guarantee or agreement or instrument relating to any Guarantee,
but it shall be sufficient if such Act shall approve the substance thereof.

Section 903. EXECUTION OF SUPPLEMENTAL INDENTURES AND AGREEMENTS.

In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement or instrument permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to the Trust Indenture
Act Sections 315(a) through 315(d) and Section 602 hereof) shall be fully
protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the execution of such supplemental indenture,
agreement or instrument is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture, agreement or instrument which affects the Trustee's own rights,
duties or immunities under this Indenture, any Guarantee or otherwise.

Section 904. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

Section 905. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in
effect.

<PAGE>

Section 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any such supplemental indenture may
be prepared and executed by the Company and each Guarantor, if any, and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities.

Section 907. RECORD DATE.

If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company
may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any supplemental indenture,
agreement or instrument or any waiver, and shall promptly notify the Trustee
of any such record date. If a record date is fixed, those Persons who were
Holders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to consent to such supplemental indenture,
agreement or instrument or waiver or to revoke any consent previously given,
whether or not such Persons continue to be Holders after such record date.
The record date shall be a date no more than 30 days prior to the first
solicitation of Holders generally in connection therewith and no later than
the date such solicitation is completed. No such consent shall be valid or
effective for more than 90 days after such record date and no action shall
be taken in respect of such consent after such 90 day period.

ARTICLE TEN

COVENANTS

Section 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company will duly and punctually pay the principal of,
premium, if any, and interest on the Securities in accordance with the terms
of the Securities and this Indenture.

Section 1002. MAINTENANCE OF OFFICE OR AGENCY.

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office of the agent of the Trustee selected in accordance with Section 608
shall be such office or agency of the Company, unless the Company shall
designate and maintain some other office or agency for one or more of such
purposes. The Company will give prompt written notice to the Trustee of any
change in the location of any such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the office of the
agent of the Trustee described above and the Company hereby appoints such
agent as its agent to receive all such presentations, surrenders, notices
and demands.

The Company may from time to time designate one or more other
offices or agencies (in or outside of The City of New York) where the
Securities may be presented or surrendered for any or all such purposes, and
may from time to time rescind such designation; PROVIDED, HOWEVER, that no
such designation or rescission shall in any manner relieve the Company of
its obligation to maintain an office or agency in The City of New York for
such purposes. The Company will give prompt written notice to the Trustee
of any such designation or rescission and any change in the location of any
such office or agency.

Section 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

If the Company shall at any time act as its own Paying Agent, it
will, on or before each due date of the principal of, premium, if any, or
interest on any of the Securities, segregate and hold in trust for the
benefit of the Holders entitled thereto a sum sufficient to pay the
principal, premium, if any, or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided,
and will promptly notify the Trustee of its action or failure so to act.

If the Company is not acting as Paying Agent, the Company will, on
or before each due date of the principal of, premium, if any, or interest
on, any Securities, deposit with a Paying Agent a sum in same day funds
sufficient to pay the principal, premium, if any, or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium, if any, or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of such action
or any failure so to act.

If the Company is not acting as Paying Agent, the Company will
cause each Paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent
will:

(a) hold all sums held by it for the payment of the principal of,
premium, if any, or interest on Securities in trust for the benefit of the
Persons entitled

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thereto until such sums shall be paid to such Persons or otherwise disposed
of as herein provided;

(b) give the Trustee notice of any Default by the Company or any
of the Guarantors, if any, (or any other obligor upon the Securities) in the
making of any payment of principal, premium, if any, or interest;

(c) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent; and

(d) acknowledge, accept and agree to comply in all aspects with
the provisions of this Indenture relating to the duties, rights and
disabilities of such Paying Agent.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by
the Company or such Paying Agent; and, upon such payment by any Paying Agent
to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium,
if any, or interest on any Security and remaining unclaimed for two years
after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall there upon cease; PROVIDED, HOWEVER, that
the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in
the New York Times and The Wall Street Journal (national edition), notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such money then remaining will be
repaid to the Company; PROVIDED FURTHER, HOWEVER, that if either the New York
Times or the Wall Street Journal (national edition) is not then published a
notice published in either shall be sufficient and if both shall not then be
published publication may be made in a newspaper of general circulation in the
State of New York.

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Section 1004. CORPORATE EXISTENCE.

Subject to Article Eight and Section 1014, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence.

Section 1005. PAYMENT OF TAXES AND OTHER CLAIMS.

The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, all taxes, assessments
and governmental charges levied or imposed upon the Company or any
Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, the failure to pay or discharge of which would have a material
adverse effect on the condition (financial or otherwise), earnings or business
affairs of the Company and its Subsidiaries taken as one enterprise; PROVIDED,
HOWEVER, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment or governmental charge whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings properly instituted and diligently conducted and in
respect of which appropriate reserves (in the good faith judgment of management
of the Company) are being maintained in accordance with GAAP.

Section 1006. MAINTENANCE OF PROPERTIES.

The Company will cause all material properties owned by the
Company or any Subsidiary or used or held for use in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order (ordinary wear and tear excepted) and
supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be consistent with sound
business practice and necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all
times; PROVIDED, HOWEVER, that nothing in this Section shall prevent the
Company from discontinuing the maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct
of its business or the business of any Subsidiary and not reasonably
expected to have a material adverse effect on the ability of the Company to
perform its obligations hereunder.

Section 1007. INSURANCE.

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where the failure to do so would not reasonably be expected to have a
material adverse effect on the condition (financial or otherwise), earnings
or business of the Company and its Subsidiaries, taken as a whole.

Section 1008. LIMITATION ON INDEBTEDNESS.

The Company will not, and will not permit any Subsidiary to,
create, issue, assume, guarantee, or otherwise in any manner become directly or
indirectly liable for or with respect to or otherwise incur (collectively,
"incur") any Indebtedness (other than Permitted Indebtedness but including any
Acquired Indebtedness) unless (i) such Indebtedness is Indebtedness of the
Company, Permitted Subsidiary Indebtedness or Acquired Indebtedness of a
Subsidiary and (ii) at the time of such incurrence the Consolidated Fixed Charge
Coverage Ratio for the Company for the four full fiscal quarters immediately
preceding such incurrence reflected on the Company's historical financial
statements is at least equal to 2.0:1.0 (after giving PRO FORMA effect to (a)
the incurrence of such Indebtedness and (if applicable) the application of the
net proceeds therefrom, including to refinance other Indebtedness, as if such
Indebtedness was incurred, and the application of such proceeds occurred, at the
beginning of such four- quarter period; (b) the incurrence, repayment or
retirement of any other Indebtedness by the Company and its Subsidiaries since
the first day of such four-quarter period as if such Indebtedness was incurred,
repaid or retired at the beginning of such four-quarter period (except that, in
making such computation, the amount of Indebtedness under any revolving credit
facility shall be computed based upon the average daily balance of such
Indebtedness during such four-quarter period); (c) in the case of Acquired
Indebtedness, the related acquisition (as if such acquisition had been
consummated on the first day of such four-quarter period); and (d) any
acquisition or disposition by the Company and its Subsidiaries of any company or
any business or any assets out of the ordinary course of business, whether by
merger, stock purchase or sale, or asset purchase or sale, or any related
repayment of Indebtedness, in each case since the first day of such four-quarter
period, as if such acquisition or disposition had been consummated on the first
day of such four-quarter period).

Section 1009. LIMITATION ON RESTRICTED PAYMENTS.

(a) The Company will not, and will not permit any Subsidiary to,
directly or indirectly:

(i) declare or pay any dividend on, or make any distribution
to holders of, the Company's Capital Stock (other than dividends or
distributions payable in shares of the Company's Qualified Capital Stock or
in options, warrants or other rights to acquire such Qualified Capital
Stock);

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(ii) purchase, redeem or otherwise acquire or retire for
value, directly or indirectly, any Capital Stock of the Company or any
Capital Stock of any Affiliate of the Company (other than Capital Stock of
any Wholly Owned Subsidiary or Capital Stock held by the Company or any
Wholly Owned Subsidiary) or options, warrants or other rights to acquire
such Capital Stock;

(iv) declare or pay any dividend or distribution on any
Capital Stock of any Subsidiary to any Person (other than with respect to
any Capital Stock held by the Company or any of its Wholly Owned
Subsidiaries);

(v) incur, create or assume any guarantee of Indebtedness of
any Affiliate of the Company (other than a Wholly Owned Subsidiary of the
Company); or

(vi) make any Investment in any Person (other than any
Permitted Investments);

(all of the foregoing payments described in paragraphs (i) through (vi)
above, other than any such action that is a Permitted Payment
(as defined below), collectively are referred to as "Restricted Payments")
unless at the time of and after giving effect to the proposed Restricted Payment
(the amount of any such Restricted Payment, if other than cash, as determined by
the Board of Directors, whose determination shall be conclusive and evidenced by
a Board Resolution), (1) no Default or Event of Default shall have occurred and
be continuing and such Restricted Payment shall not be an event which is, or
after notice or lapse of time or both, would be, an "event of default" under the
terms of any Indebtedness of the Company or its Subsidiaries; (2) immediately
before and immediately after giving effect to such transaction on a PRO FORMA
basis, the Company could incur $1.00 of additional Indebtedness (other than
Permitted Indebtedness) under the provisions described under Section 1008; and
(3) the aggregate amount of all such Restricted Payments (other than Permitted
Payments) declared or made after the date of this Indenture does not exceed the
sum of:

(A) 50% of the aggregate cumulative Consolidated Net
Income of the Company accrued on a cumulative basis during the period
beginning on the first day of the Company's fiscal quarter commencing after
the date of this Indenture and ending on the last day of the Company's last
fiscal quarter ending prior to the date of the Restricted Payment (or, if
such aggregate cumulative Consolidated Net Income shall be a loss, minus
100% of such loss);

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(B) the aggregate Net Cash Proceeds received after the
date of this Indenture by the Company from the issuance or sale (other than
to any of its Subsidiaries) of its Qualified Capital Stock or any options,
warrants or rights to purchase such Qualified Capital Stock of the Company
(except, in each case, to the extent such proceeds are used to purchase,
redeem or otherwise retire Capital Stock or Subordinated Indebtedness as set
forth below);

(C) the aggregate Net Cash Proceeds received after the
date of this Indenture by the Company (other than from any of its
Subsidiaries) upon the exercise of any options or warrants to purchase
Qualified Capital Stock of the Company; and

(D) the aggregate Net Cash Proceeds received after the
date of this Indenture by the Company from debt securities or Redeemable
Capital Stock that have been converted into or exchanged for Qualified
Capital Stock of the Company to the extent such debt securities or
Redeemable Capital Stock are originally sold for cash plus the aggregate Net
Cash Proceeds received by the Company at the time of such conversion or
exchange.

(b) Notwithstanding the foregoing, and in the case of paragraphs
(ii), (iii), (iv), (v), (vi), (vii) and (viii) below, so long as there is no
Default or Event of Default continuing, the foregoing provisions shall not
prohibit the following actions (each of paragraphs (i) through (ix) being
referred to as a "Permitted Payment"):

(i) the payment of any dividend or distribution within 60
days after the date of declaration thereof, if at such date of declaration
such payment would be permitted by the provisions of paragraph (a) of this
Section and such payment shall be deemed to have been paid on such date of
declaration for purposes of the calculation required by paragraph (a) of
this Section;

(ii) the repurchase, redemption or other acquisition or
retirement of any shares of Capital Stock of the Company in exchange for
(including any such exchange pursuant to the exercise of a conversion right
or privilege which in connection therewith cash is paid in lieu of the
issuance of fractional shares or scrip), or out of the Net Cash Proceeds of,
a substantially concurrent issue and sale for cash (other than to a
Subsidiary) of other Qualified Capital Stock of the Company; PROVIDED that
the Net Cash Proceeds from the issuance of such shares of Qualified Capital
Stock are excluded from clause (3)(B) of paragraph (a) of this Section;

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for cash (other than to a Subsidiary) of any Qualified Capital Stock of the
Company; PROVIDED that the Net Cash Proceeds from the issuance of such
Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of
this Section;

(iv) the repurchase, redemption, defeasance, retirement,
refinancing, acquisition for value or payment of principal of any Subordinated
Indebtedness (other than Redeemable Capital Stock) (a "refinancing") through the
issuance of new Subordinated Indebtedness of the Company; PROVIDED that any such
new Subordinated Indebtedness (1) shall be in a principal amount that does not
exceed the principal amount so refinanced (or, if such old Subordinated
Indebtedness provides for an amount less than the principal amount thereof to be
due and payable upon a declaration or acceleration thereof, then such lesser
amount as of the date of determination), plus the lesser of (I) the stated
amount of any premium or other payment required to be paid in connection with
such a refinancing pursuant to the terms of the Subordinated Indebtedness being
refinanced or (II) the amount of premium or other payment actually paid at such
time to refinance the Indebtedness, plus, in either case, the amount of expenses
of the Company incurred in connection with such refinancing; (2) has an Average
Life to Stated Maturity greater than the remaining Average Life to Stated
Maturity of the Securities; (3) has a Stated Maturity for its final scheduled
principal payment later than the Stated Maturity for the final scheduled
principal payment of the Securities; and (4) such new Subordinated Indebtedness
is expressly subordinated in right of payment to the Securities at least to the
same extent as the Subordinated Indebtedness to be refinanced;

(v) the repurchase, redemption, defeasance, retirement,
refinancing or acquisition for value (collectively, a "repurchase") of all
(but not less than all) the Company's Subordinated Discount Debentures due
January 1, 2006 and the Company's 12 3/4% Senior Subordinated Debentures due
2001, in each case, outstanding on the date of this Indenture in accordance
with the terms of the respective instruments governing the terms of such
respective Indebtedness for an aggregate consideration not to exceed $____
million (plus accrued and unpaid interest through the date of repurchase)
for all Subordinated Discount Debentures due January 1, 2006 repurchased and
$____ million (plus accrued and unpaid interest through the date of
repurchase) for all 12 3/4% Senior Subordinated Debentures due 2001
repurchased;

(vi) the repurchase of any Subordinated Indebtedness at a
purchase price not greater than 100% of the principal amount of such
Indebtedness pursuant to a provision similar to Section 1011 of this
Indenture; PROVIDED, that prior to such repurchase the Company has made the
Offer as provided in Section 1011 of this Indenture and has repurchased all
Securities validly tendered for payment in connection with such Offer;

<PAGE>

(vii) the repurchase of any Subordinated Indebtedness at
a purchase price not greater than 101% of the principal amount thereof in
the event of a Change of Control pursuant to a provision similar to Section
1014 of this Indenture; PROVIDED, that prior to such repurchase the Company
has made the Change of Control Offer as provided in Section 1014 of this
Indenture and has repurchased all Securities validly tendered for payment in
connection with such Change of Control Offer; and

(vii) (A) the payment by South Charleston Stamping and
Manufacturing Company ("SCSM") of any dividend or distribution on any of its
Capital Stock; PROVIDED that such payments are paid pro rata to all
shareholders and that the aggregate amount of any such payments paid to
shareholders (other than the Company and its Wholly Owned Subsidiaries)
within any fiscal year does not exceed 10% of the Consolidated Net Income of
SCSM for the previous fiscal year.

Section 1010. LIMITATION ON TRANSACTIONS WITH AFFILIATES.

The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, make any loan, advance, guarantee or capital
contribution to, or for the benefit of, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or for the benefit of, or
purchase or lease any property or assets from, or enter into or amend, or
increase the payments by the Company or any of its Subsidiaries under or
otherwise alter the terms of, any contract, agreement or understanding with, or
for the benefit of, any Affiliate of the Company, including pay any compensation
paid to Affiliates of the Company that are officers or employees of the Company
(each, an "Affiliate Transaction") unless (i) such Affiliate Transaction is in
writing and on terms which are fair and reasonable to the Company or such
Subsidiary, as the case may be, and are at least as favorable to the Company or
such Subsidiary as the terms which could be obtained by the Company or such
Subsidiary, as the case may be, in a comparable transaction made on an
arm's-length basis with a Person who is not such an Affiliate of the Company,
(ii) with respect to any Affiliate Transaction involving aggregate payments in
excess of $2 million, the Company delivers an Officers' Certificate to the
Trustee certifying that such Affiliate Transaction complies with clause (i)
above and that either (A) such Affiliate Transaction has been approved by a
majority of the Disinterested Directors of the Board of Directors who shall have
determined in good faith that such Affiliate Transaction is on terms which are
fair and reasonable to the Company or such Subsidiary, as the case may be, and
are at least as favorable to the Company or such Subsidiary as the terms which
could be obtained by the Company or such Subsidiary, as the case may be, in a
comparable transaction made on an arm'slength basis with a Person who is not
such an Affiliate of the Company, or (B) the Company has received an opinion
from a qualified independent financial adviser to the Company to the effect that
such Affiliate Transaction is fair to the Company or such Subsidiary, as the
case may be, from a financial point of view, and (iii) with respect to any
Affiliate Transaction involving

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aggregate payments in excess of $5 million, the Company delivers an Officers'
Certificate to the Trustee certifying that such Affiliate Transaction complies
with clause (i) above and both clauses (ii)(A) and (ii)(B) above; PROVIDED,
HOWEVER, that Affiliate Transactions shall not include (i) transactions between
the Company and any of its Wholly Owned Subsidiaries or among Wholly Owned
Subsidiaries of the Company (for this purpose a Wholly Owned Subsidiary shall
include SCSM if the Company, directly or indirectly, beneficially owns at least
90% of the equity interest in SCSM and the remaining equity interest, if any, is
beneficially owned by Persons other than Affiliates of the Company), (ii) any
transaction with an officer or member of the Board of Directors of the Company
or any Subsidiary entered into in the ordinary course of business or (iii)
performance of any agreement or arrangement in existence (written or oral) on
the date of this Indenture in accordance with its terms as in effect on such
date.

Section 1011. LIMITATION ON SALE OF ASSETS.

(a) The Company will not, and will not permit any Subsidiary to,
directly or indirectly, consummate an Asset Sale unless (i) at least 75% of
the proceeds from such Asset Sale are received in cash and (ii) the Company
or such Subsidiary receives consideration at the time of such Asset Sale at
least equal to the Fair Market Value of the shares or assets sold (as
determined by the Board of Directors of the Company and evidenced in a Board
Resolution).

(b) If all or a portion of the Net Cash Proceeds of any Asset
Sale is not required to be applied to repay permanently any Indebtedness
outstanding under the New Credit Facility, or the Company determines not to
apply such Net Cash Proceeds to the permanent prepayment of any Indebtedness
outstanding under the New Credit Facility or such New Credit Facility
Indebtedness is no longer outstanding, then the Company may within one year of
the Asset Sale either invest or enter into a legally binding agreement to invest
the Net Cash Proceeds in properties and assets that (as determined by the Board
of Directors, whose determination shall be conclusive and evidenced by a Board
Resolution) replace the properties and assets that were the subject of the Asset
Sale or in properties and assets that will be used in the businesses of the
Company or its Subsidiaries existing on the date of this Indenture or reasonably
related thereto. If any legally binding agreement to invest any Net Cash
Proceeds is terminated, then the Company may invest such Net Cash Proceeds,
prior to the end of such one-year period or six months from such termination,
whichever is later, in like properties and assets. The amount of such Net Cash
Proceeds neither used to permanently repay or prepay New Credit Facility
Indebtedness nor used or invested as set forth in this paragraph constitutes
"Excess Proceeds."

(c) When the aggregate amount of Excess Proceeds equals $10
million or more, the Company shall apply the Excess Proceeds to the
repayment of the Senior Notes and all other Senior Indedtedness required by
its terms to be prepaid with such

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Excess Proceeds in accordance with and as contemplated by Section 1011 of
the Senior Note Indenture; PROVIDED, HOWEVER that to the extent the
aggregate amount of Excess Proceeds remaining after giving effect to the
repayment of such Serior indebtedness(if any) equals $10 million or more, on
the Business Day following the date of purchase of such repayment of the
Securities and any Pari Passu Indebtedness as follows: (i) the Company
shall make an offer to purchase (an "Offer") from all Holders of the
Securities in accordance with the procedures set forth in this Indenture in
the maximum principal amount (expressed as a multiple of $1,000) of
Securities that may be purchased out of an amount (the "Security Amount")
equal to the product of such Excess Proceeds multiplied by a fraction, the
numerator of which is the Outstanding principal amount of the Securities,
and the denominator of which is the sum of the Outstanding principal amount
of the Securities and such Pari Passu Indebtedness (subject to proration in
the event such amount is less than the aggregate Offered Price (as defined
herein) of all Securities tendered) and (ii) to the extent required by such
Pari Passu Indebtedness to permanently reduce the principal amount of such
Pari Passu Indebtedness, the Company shall make an offer to purchase or
otherwise repurchase or redeem Pari Passu Indebtedness (a "Pari Passu
Offer") out of an amount (the "Pari Passu Debt Amount") equal to the excess
of the Excess Proceeds over the Security Amount; PROVIDED that in no event
shall the Pari Passu Debt Amount exceed the principal amount of such Pari
Passu Indebtedness plus the amount of any premium required to be paid to
repurchase such Pari Passu Indebtedness. The Offer price shall be payable
in cash in an amount equal to 100% of the principal amount of the Securities
plus accrued and unpaid interest, if any, to the date (the "Offer Date")
such Offer is consummated (the "Offered Price"), in accordance with the
procedures set forth in this Indenture. Upon completion of the purchase of
all the Securities tendered pursuant to an Offer or repurchase of the Pari
Passu Indebtedness pursuant to a Pari Passu Offer and the purchase of all
Senior Subordinated Notes tendered (or repurchase of Indebtedness pari passu
thereto) pursuant to the provisions of Section 1011 of the Senior
Subordinated Note Indenture, the amount of Excess Proceeds shall be reset at
zero. To the extent that the aggregate amount of (x) Securities tendered
and repurchased and Pari Passu Indebtedness repurchased pursuant to an Offer
and Pari Passu Offer, respectively, and (y) Senior Subordinated Notes
tendered and repurchased and Indebtedness pari passu thereto repurchased
pursuant to the provisions of Section 1011 of the Senior Subordinated Note
Indenture is less than the amount of Excess Proceeds, the Company may use
such deficiency, or portion thereof, for general corporate purposes.

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Indebtedness tendered in an Offer or a Pari Passu Offer, (ii) delivery by
the Company of the Offered Price to the Holders of the Securities tendered
in an Offer or the repurchase or redemption price of Pari Passu Indebtedness
tendered in a Pari Passu Offer and (iii) application, as set forth above, of
Excess Proceeds in the business of the Company and its Subsidiaries;
PROVIDED that in no event shall the Company be required to set aside an
amount in excess of the sum of the Security Amount and the Pari Passu Debt
Amount. Such Excess Proceeds may be invested in Temporary Cash Investments;
PROVIDED that the maturity date of any such investment made after the amount
of Excess Proceeds exceeds $10 million shall not be later than the Offer
Date. The Company shall be entitled to any interest or dividends accrued,
earned or paid on such Temporary Cash Investments; PROVIDED that the Company
shall not be entitled to such interest if an Event of Default has occurred
and is continuing.

(e) If the Company becomes obligated to make an Offer pursuant to
paragraph (c) above, the Securities shall be purchased by the Company, at
the option of the Holders thereof, in whole or in part in integral multiples
of $1,000, on a date that is not earlier than 45 days and not later than 60
days from the date the notice of the Offer is given to Holders, or such
later date as may be necessary for the Company to comply with the
requirements under the Exchange Act, subject to proration in the event the
Security Amount is less than the aggregate Offered Price of all Securities
tendered.

(f) The Company shall comply with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, and any other applicable
securities laws or regulations in connection with an Offer.

(g) The Company will not, and will not permit any Subsidiary to,
create or permit to exist or become effective any restriction (other than
restrictions existing under Indebtedness as in effect on the date of this
Indenture as such Indebtedness may be refinanced or replaced from to time;
PROVIDED that such restrictions are not less favorable to the Holders of
Securities than those existing on the date of this Indenture) that would
materially impair the ability of the Company to make an Offer to purchase
the Securities or, if such Offer is made, to pay for the Securities tendered
for purchase.

(h) Within 30 days after the date on which the amount of Excess
Proceeds equals $10 million or more, the Company shall send by first-class
mail, postage prepaid, to the Trustee and to each Holder of the Securities,
at its address appearing in the Security Register, a notice stating or
including:

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(1) that the Holder has the right to require the Company to
repurchase, subject to proration, such Holder's Securities at the
Offered Price;

(2) the Purchase Date;

(3) the instructions a Holder must follow in order to have
its Securities purchased in accordance with paragraph (c) of this
Section; and

(4) (i) the most recently filed Annual Report on Form 10-K
(including audited consolidated financial statements), of the
Company, the most recent subsequently filed Quarterly Report on Form
10-Q and any Current Report on Form 8-K of the Company filed
subsequent to such Quarterly Report, other than Current Reports
describing Asset Sales otherwise described in the offering materials
(or corresponding successor reports)(or in the event the Company is
not required to prepare any of the foregoing Forms, the comparable
information required pursuant to Section 1017), (ii) a description of
material developments in the Company's business subsequent to the
date of the latest of such reports, (iii) if material, appropriate
PRO FORMA financial information and (iv) such other information, if
any, concerning the business of the Company and its Subsidiaries
which the Company in good faith believes will enable such Holders to
make an informed investment decision.

(i) Holders electing to have Securities purchased will be
required to surrender such Securities to the Company at the address
specified in the notice at least two Business Days prior to the Purchase
Date. An election may be withdrawn before or after delivery by the Holder
to the Paying Agent at the office of the Paying Agent of the Security to
which such an election relates, by means of a written notice of withdrawal
delivered by the Holder to the Paying Agent at the office of the Paying
Agent or to the office or agency referred to in Section 1002 to which the
related notice was delivered at any time prior to the close of business on
the Purchase Date specifying, as applicable:

(1) the certificate number of the Security in respect of
which such notice of withdrawal is being submitted;

(2) the principal amount of the Security (which shall be
$1,000 or an integral multiple thereof) with respect to which such
notice of withdrawal is being submitted; and

(3) the principal amount, if any, of such Security (which
shall be $1,000 or an integral multiple thereof) that remains
subject to the original

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notice of the Offer and that has been or will be delivered for
purchase by the Company.

Holders will be entitled to withdraw their election if the Company receives,
not later than three Business Days prior to the Purchase Date, a telegram,
telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Securities delivered for purchase by the
Holder as to which his election is to be withdrawn and a statement that such
Holder is withdrawing his election to have such Securities purchased.

(j) Not later than the Purchase Date, the Company shall (i)
accept for payment Securities or portions thereof tendered pursuant to the
Offer, (ii) deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in same day funds (or New York
Clearing House funds if such deposit is made prior to the Purchase Date)
sufficient to pay the aggregate Offered Price of all the Securities or
portions thereof which are to be purchased on that date and (iii) deliver to
the Trustee or Paying Agent an Officers' Certificate stating the Securities
or portions thereof accepted for payment by the Company.

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aggregate Offered Price of all Securities tendered for purchase, with such
adjustments as may be appropriate by the Trustee so that only Securities in
denominations of $1,000 or integral multiples thereof, shall be purchased.
If any Security tendered for purchase shall not be so paid upon surrender
thereof, the principal thereof (and premium, if any, thereon) shall, until
paid, bear interest from the Purchase Date at the rate borne by such
Security. Any Security that is to be purchased only in part shall be
surrendered to a Paying Agent at the office of such Paying Agent (with, if
the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee
duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing), and the Company shall execute and the Trustee shall
authenticate and make available for delivery to the Holder of such Security,
without service charge, one or more new Securities of any authorized
denomination as requested by such Holder in an aggregate principal amount
equal to, and in exchange for, the portion of the principal amount of the
Security so surrendered that is not purchased.

Section 1012. LIMITATION ON LIENS.

The Company will not, and will not permit any Subsidiary to,
directly or indirectly, create, incur, affirm or suffer to exist any Lien
(other than Permitted Liens) of any kind upon any of its property or assets
(including any intercompany notes) or any income or profits therefrom,
except if the Securities (or a Guarantee, in the case of Liens of a
Guarantor) are directly secured equally and ratably with (or prior to in the
case of Liens with respect to Subordinated Indebtedness or Indebtedness of a
Guarantor subordinated in right of payment to any Guarantee) the obligation
or liability secured by such Lien.

Section 1013. LIMITATION ON ISSUANCES OF GUARANTEES OF
INDEBTEDNESS BY SUBSIDIARIES.

(a) The Company will not permit any Subsidiary, directly or indirectly,
to guarantee, assume or in any other manner become liable with respect to any
Indebtedness of the Company other than guarantees of the Securities or
indebtedness under the New Credit Facility unless (i) such Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a guarantee of the Securities and if such Indebtedness is by its
terms expressly subordinated to the Securities, any such assumption, guarantee
or other liability of such Subsidiary with respect to such Indebtedness shall be
subordinated to such Subsidiary's assumption, guarantee or other liability with
respect to the Securities to the same extent as such Indebtedness is
subordinated to the Securities and (ii) such Subsidiary waives and will not in
any manner whatsoever claim, or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
or any other Subsidiary as a result of any payment by such Subsidiary.

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(b) Each guarantee or other obligation created pursuant to the
provisions described in the foregoing paragraph and in Section 1015 is
referred to as a "Guarantee" and the issuer of each such Guarantee is
referred to as a "Guarantor." Notwithstanding the foregoing, any Guarantee
by a Subsidiary of the Securities pursuant to Section 1013(a) (but not
Section 1015) shall provide by its terms that it shall be automatically and
unconditionally released and discharged upon any sale, exchange or transfer,
to any Person not an Affiliate of the Company, of all of the Company's
Capital Stock in, or all or substantially all the assets of, such
Subsidiary, which sale, exchange or transfer is in compliance with this
Indenture.

Section 1014. PURCHASE OF SECURITIES UPON CHANGE OF CONTROL.

(a) Upon the occurrence of a Change of Control, each Holder shall
have the right to require that the Company repurchase such Holder's
Securities pursuant to an offer described in subsection (b) of this Section
(a "Change of Control Offer") in whole or in part in integral multiples of
$1,000, at a purchase price (the "Change of Control Purchase Price") in cash
in an amount equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, to the date of purchase (the "Change of Control
Purchase Date"), in accordance with the procedures set forth in Subsections
(b), (c) and (d) of this Section.

(b) Within 30 days following any Change of Control, the Company
shall send by first-class mail, postage prepaid, to the Trustee and to each
Holder of the Securities, at its address appearing in the Security Register
a notice (a "Change of Control Purchase Notice") stating:

(1) that a Change of Control has occurred, the date of such
event, and that such Holder has the right to require the Company
to repurchase such Holder's Securities at the Change of Control
Purchase Price;

(2) the circumstances and relevant facts regarding such
Change of Control (including but not limited to information with
respect to PRO FORMA historical income, cash flow and
capitalization after giving effect to such Change of Control, if
any);

(3) (i) the most recently filed Annual Report on Form 10-K
(including audited consolidated financial statements) of the
Company, the most recent subsequently filed Quarterly Report on
Form 10-Q and any Current Report on Form 8-K of the Company filed
subsequent to such Quarterly Report (or in the event the Company
is not required to prepare any of the foregoing Forms, the
comparable information required pursuant to Section 1017), (ii) a
description of material developments in the Company's business
subsequent to the date of the latest of such reports and

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(iii) such other information, if any, concerning the business of
the Company and its Subsidiaries which the Company in good faith
believes will enable such Holders to make an informed investment
decision;

(4) that the Change of Control Offer is being made pursuant
to this Section 1014 and that all Securities properly tendered
pursuant to the Change of Control Offer will be accepted for
payment at the Change of Control Purchase Price;

(5) the purchase date (the "Change of Control Purchase Date")
which shall be no earlier than 30 days nor later than 60 days from
the date such notice is mailed or such later date as is necessary to
comply with requirements under the Exchange Act; PROVIDED, that the
Change of Control Purchase Date (as defined in the Senior Subordinated
Note Indenture) for the Senior Subordinated Notes shall be a date
subsequent to the Change of Control Purchase Date established by the
Company for the repurchase of the Securities;

(6) the Change of Control Purchase Price;

(7) the names and addresses of the Paying Agent and the
offices or agencies referred to in Section 1002;

(8) that Securities must be surrendered on or prior to the
Change of Control Purchase Date to the Paying Agent at the office
of the Paying Agent or to an office or agency referred to in the
Change of Control Purchase Notice to collect payment;

(9) that the Change of Control Purchase Price for any
Security which has been properly tendered and not withdrawn will
be paid promptly following the Change of Control Purchase Date;

(10) that any Security not tendered will continue to accrue
interest;

(11) that, unless the Company defaults in the payment of the
purchase price, any Securities accepted for payment pursuant to
the Change of Control Offer shall cease to accrue interest after
the Change of Control Purchase Date;

(12) the procedures for withdrawing a tender.

(c) Prior to the repurchase of Securities pursuant to this
Section 1014, the Company shall either repay and discharge all outstanding
Senior Indebtedness or

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obtain the requisite consents, if any, under all agreements governing the
outstanding Senior Indebtedness, or in the case of the Senior Notes or any
Indebtedness ranking PARI PASSU with the Senior Notes which has a provision
similar to Section 1011 of the Senior Note Indenture, consummate a Change
of Control Offer (as set forth in the Senior Note Indenture) pursuant to
Section 1011 of the Senior Note Indenture and the indenture governing
such other Indebtedness and repurchase all Senior Notes and such other
Indebtedness validly tendered for payment in connection with such Change
of Control Offer.

(d) Upon receipt by the Company of the proper tender of
Securities, the Holder of the Security in respect of which such proper
tender was made shall (unless the tender of such Security is properly
withdrawn) thereafter be entitled to receive solely the Change of Control
Purchase Price with respect to such Security. Upon surrender of any such
Security for purchase in accordance with the foregoing provisions, such
Security shall be paid by the Company at the Change of Control Purchase
Price; PROVIDED, HOWEVER, that installments of interest whose Stated
Maturity is on or prior to the Change of Control Purchase Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Regular Record Dates
according to the terms and the provisions of Section 307. If any
Security tendered for purchase shall not be so paid upon surrender
thereof, the principal thereof (and premium, if any, thereon) shall,
until paid, bear interest from the Change of Control Purchase Date at the
rate borne by such Security. Holders electing to have Securities
purchased will be required to surrender such Securities to the Paying
Agent at the address specified in the notice at least two Business Days
prior to the Change of Control Purchase Date. Any Security that is to be
purchased only in part shall be surrendered to a Paying Agent at the
office of such Paying Agent (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing), and the
Company shall execute and the Trustee shall authenticate and make
available for delivery to the Holder of such Security, without service
charge, one or more new Securities of any authorized denomination as
requested by such Holder in an aggregate principal amount equal to, and
in exchange for, the portion of the principal amount of the Security so
surrendered that is not purchased.

(e) Not later than the Change of Control Purchase Date, the
Company shall (i) accept for payment Securities or portions thereof
tendered pursuant to the Change of Control Offer, (ii) no later than
11:00 a.m. (New York time) on the Business Day following the Change of
Control Purchase Date, deposit with the Paying Agent an amount of cash
sufficient to pay the aggregate Change of Control Purchase Price of all
the Securities or portions thereof that are to be purchased as of the
Change of Control Purchase Date and (iii) deliver to the Paying Agent and
the Trustee an Officers' Certificate stating the Securities or portions
thereof accepted for payment by the

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Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the Change of
Control Purchase Price of the Securities purchased from each such Holder,
and the Company shall execute and the Trustee shall promptly authenticate
and mail or make available for delivery to such Holders a new Security
equal in principal amount to any unpurchased portion of the Security
surrendered. Any Securities not so accepted shall be promptly mailed or
delivered by the Paying Agent at the Company's expense to the Holder
thereof. The Company will publicly announce the results of the Change of
Control Offer on the Change of Control Purchase Date. For purposes of
this Section 1014, the Company shall choose a Paying Agent which shall
not be the Company.

(f) A tender made in response to a Change of Control Purchase
Notice may be withdrawn before or after delivery by the Holder to the
Paying Agent at the office of the Paying Agent of the Security to which
such Change of Control Purchase Notice relates, by means of a written
notice of withdrawal delivered by the Holder to the Paying Agent at the
office of the Paying Agent or to the office or agency referred to in
Section 1002 to which the related Change of Control Purchase Notice was
delivered at any time prior to the close of business on the Change of
Control Purchase Date specifying, as applicable:

(1) the certificate number of the Security in respect of
which such notice of withdrawal is being submitted,

(2) the principal amount of the Security (which shall be
$1,000 or an integral multiple thereof) with respect to which such
notice of withdrawal is being submitted, and

(3) the principal amount, if any, of such Security (which
shall be $1,000 or an integral multiple thereof) that remains
subject to the original Change of Control Purchase Notice and that
has been or will be delivered for purchase by the Company.

A Holder will be entitled to withdraw a tender made in response to a Change
of Control Purchase Notice if the Company receives, not later than three
Business Days prior to the Change of Control Purchase Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Securities delivered for purchase by the Holder as to
which his or her tender made in response to a Change of Control Purchase Notice
is to be withdrawn and a statement that such Holder is withdrawing his or her
tender made in response to a Change of Control Purchase Notice. A Holder will be
entitled to withdraw a tender made in response to a Change of Control Purchase
Notice if the Company receives, not later than three Business Days prior to the
Change of Control Purchase Date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of the
Securities delivered for purchase by the Holder as to which his or her tender
made in response to a Change of Control Purchase Notice is to be withdrawn and a
statement that such Holder is withdrawing his or her tender made in response to
a Change of Control Purchase Notice.

(g) As provided in the Securities and Section 1003, the
Trustee and the Paying Agent shall return to the Company any cash that
remains unclaimed, together with

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interest or dividends, if any, thereon, held by them for the payment of
the Change of Control Purchase Price; PROVIDED, HOWEVER, that, to the
extent that the aggregate amount of cash deposited by the Company
pursuant to clause (e)(ii) exceeds the aggregate Change of Control
Purchase Price of the Securities or portions thereof to be purchased,
then the Trustee or Paying Agent shall hold such excess for the Company
and promptly after the Business Day following the Change of Control
Purchase Date the Trustee or Paying Agent shall upon demand return any
such excess to the Company, together with interest or dividends, if any,
thereon.

(h) The Company shall comply, to the extent applicable, with
the requirements of Rule 14e-1 under the Exchange Act and other
securities laws or regulations in connection with the repurchase of the
Securities as described above.

Section 1015. LIMITATION ON ISSUANCE AND SALE OF CAPITAL STOCK OF
SUBSIDIARIES.

The Company will not permit (a) any Subsidiary to issue any
Capital Stock (other than to the Company or any Wholly Owned Subsidiary) or (b)
any Person (other than the Company or a Wholly Owned Subsidiary) to acquire any
Capital Stock of any Subsidiary from the Company or any Wholly Owned Subsidiary
except upon the sale of all of the outstanding Capital Stock of such Subsidiary
owned by the Company or a Wholly Owned Subsidiary except in either case if (i)
the Subsidiary whose Capital Stock is issued or sold guarantees all obligations
of the Company under this Indenture and the Securities by simultaneously
executing and delivering a supplemental indenture to this Indenture providing
for such guarantee (the terms of which guarantee shall rank no less than pari
passu in right of payment with all Indebtedness of such Subsidiary Guarantor)
(provided that this clause (i) shall not be applicable in the case of the
issuance or sale of the Capital Stock of American Country Insurance Company to
the extent such guarantee is prohibited by law), (ii) after giving effect to the
sale or issuance of such Capital Stock, the Company benefically owns in excess
of 50% of the outstanding Capital Stock of such Subsidiary on a fully diluted
basis and (iii) the Capital Stock is issued or sold in an underwritten public
offering pursuant to a registration statement that has been declared effective
by the Commission pursuant to the Securities Act.

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Section 1016. LIMITATION ON DIVIDENDS AND OTHER PAYMENT
RESTRICTIONS AFFECTING SUBSIDIARIES.

Section 1017. IMPAIRMENT OF SECURITY INTEREST.

The Company will not incur, create, issue, assume, guarantee, or
otherwise become directly or indirectly liable with respect to any Indebtedness
that is contractually subordinate or junior in right of payment to any Senior
Debt and contractually senior in any respect in right of payment to the
Securities.

Section 1018. PROVISION OF FINANCIAL STATEMENTS.

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15(d) of the Exchange Act if the Company were or is subject to such Section
and (ii) within the earlier of 30 days after the filing of such report or
other document with the Trustee and 45 days of each such Required Filing
Date transmit such report or document by mail to all Holders of Securities,
as their names and addresses appear in the Security Register, without cost
to such Holders of Securities and (y) if filing such documents by the
Company with the Commission is not permitted under the Exchange Act,
promptly upon written request supply copies of such documents to any
prospective Holder of Securities at the Company's cost.

Section 1019. LIMITATION ON COMPENSATION.

The Company will not, and will not permit any Subsidiary to,
directly or indirectly, pay to each of Martin L. Solomon, Allan R. Tessler
and Wilmer J. Thomas, Jr. aggregate compensation from the Company and its
Subsidiaries in any calendar year in excess of the aggregate compensation
which was paid in 1993 to each such person by the Company and its
Subsidiaries as disclosed in the Prospectus. The Company will not, and will
not permit any Subsidiary to, directly or indirectly, pay to David R. Markin
aggregate consulting fees from the Company and its Subsidiaries in any
calendar year in excess of the aggregate consulting fees which he was paid
in 1993 by the Company and its Subsidiaries as disclosed in the Prospectus.

Section 1020. STATEMENT BY OFFICERS AS TO DEFAULT.

(a) The Company will deliver to the Trustee, on or before a date
not more than 60 days after the end of each fiscal quarter and not more than
120 days after the end of each fiscal year of the Company ending after the
date hereof, a written statement signed by two executive officers of the
Company, one of whom shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company, stating
whether or not, after a review of the activities of the Company during such
year or such quarter and of the Company's performance under this Indenture,
to the best knowledge, based on such review, of the signers thereof, the
Company has fulfilled all its obligations and is in compliance with all
conditions and covenants under this Indenture throughout such year or
quarter, as the case may be, and, if there has been a Default specifying
each Default and the nature and status thereof.

(b) At the time the Company delivers the annual certificate by
officers as to default required by Section 1020(a), it will deliver a
statement by the independent accountants that reviewed its annual report
that nothing has come to the attention of such independent accountants which
would indicate that a Default under Sections 801, 1008, 1009, 1011, 1016 or
1019 has occurred or, if a Default has occurred, the nature thereof and
whether it is then continuing.

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(c) When any Default or Event of Default has occurred and is
continuing, or if the Trustee or any Holder or the trustee for or the holder
of any other evidence of Indebtedness of the Company or any Subsidiary gives
any notice or takes any other action with respect to a claimed default, the
Company shall deliver to the Trustee by registered or certified mail or by
telegram, telex or facsimile transmission followed by hard copy an Officers'
Certificate specifying such Default, Event of Default, notice or other
action within five Business Days of its occurrence.

Section 1021. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1005 through 1019 (other than
Sections 1011 and 1014) if, before or after the time for such compliance,
the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding waive such compliance in such instance
with such covenant or condition, but no such waiver shall extend to or
affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

Section 1101. RIGHT OF REDEMPTION.

The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, on or after , 1999, subject to the
conditions and at the Redemption Prices specified in the form of Security,
together with accrued interest to the Redemption Date. In addition, up to 25%
of the aggregate principal amount of the Securities Outstanding on the date of
this Indenture will be redeemable prior to _____, 1997, at the option of the
Company, within 120 days of a Public Offering from the net proceeds of such
sale, in amounts of $1,000 or an integral multiple thereof, at a redemption
price equal to ___% of the principal amount, together with accrued and unpaid
interest, if any, to the date of redemption (subject to the right of Holders of
record on relevant record dates to receive interest due on an Interest Payment
Date); PROVIDED that $___ in aggregate principal amount of the Securities
remains Outstanding immediately following such redemption.

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Section 1102. APPLICABILITY OF ARTICLE.

Redemption of Securities at the election of the Company or
otherwise, as permitted or required by any provision of this Indenture,
shall be made in accordance with such provision and this Article.

Section 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities pursuant
to Section 1101 shall be evidenced by a Board Resolution and an Officers'
Certificate. In case of any redemption at the election of the Company,
the Company shall, not less than 45 nor more than 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice period
shall be satisfactory to the Trustee), notify the Trustee in writing of
such Redemption Date and of the principal amount of Securities to be
redeemed.

Section 1104. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.
If less than all the Securities are to be redeemed, the
particular Securities or portions thereof to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities not previously called for
redemption, pro rata, by lot or by any other method the Trustee shall
deem fair and reasonable, and the amounts to be redeemed may be equal to
$1,000 or any integral multiple thereof.

The Trustee shall promptly notify the Company and each Security
Registrar in writing of the Securities selected for redemption and, in
the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to redemption of Securities
shall relate, in the case of any Security redeemed or to be redeemed only
in part, to the portion of the principal amount of such Security which
has been or is to be redeemed.

Section 1105. NOTICE OF REDEMPTION.

All notices of redemption shall state:

(a) the Redemption Date;

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(b) the Redemption Price;

(c) if less than all Outstanding Securities are to be
redeemed, the identification of the particular Securities to be redeemed;

(d) in the case of a Security to be redeemed in part, the
principal amount of such Security to be redeemed and that after the
Redemption Date upon surrender of such Security, a new Security or
Securities in the aggregate principal amount equal to the unredeemed
portion thereof will be issued;

(e) that Securities called for redemption must be surrendered
to the Paying Agent to collect the Redemption Price;

(f) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security or portion thereof, and
that (unless the Company shall default in payment of the Redemption
Price) interest thereon shall cease to accrue on and after said date;

(g) the place or places where such Securities are to be
surrendered for payment of the Redemption Price; and

(h) the CUSIP number, if any, relating to such Securities.

Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the
Company's written request, by the Trustee in the name and at the expense
of the Company.

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

Section 1106. DEPOSIT OF REDEMPTION PRICE.

On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section
1003) an amount of money in same day funds sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities or
portions thereof which are to be redeemed on that date. All money earned
on funds held in trust by the Trustee or any Paying Agent in excess of
what is required to pay the Redemption Price and accrued interest thereon
shall be remitted to the Company.

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Section 1107. SECURITIES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due
and payable at the Redemption Price therein specified and from and after
such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to
bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company
at the Redemption Price together with accrued interest to the Redemption
Date; PROVIDED, HOWEVER, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities,
registered as such on the relevant Regular Record Dates according to the
terms and the provisions of Section 307.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and premium, if any,
shall, until paid, bear interest from the Redemption Date at the rate
borne by such Security.
Section 1108. SECURITIES REDEEMED OR PURCHASED IN PART.

Any Security which is to be redeemed or purchased only in part shall
be surrendered to the Paying Agent at the office or agency maintained for such
purpose pursuant to Section 1002 (with, if the Company, the Security Registrar
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Security Registrar or the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and make available for delivery to the Holder of such Security
without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder in aggregate principal amount equal
to, and in exchange for, the unredeemed portion of the principal of the
Security so surrendered that is not redeemed or purchased.

ARTICLE TWELVE

SUBORDINATION OF SECURITIES

Section 1201. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

The Company covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, that,
to the extent and in the manner hereinafter set forth in this Article,
the Indebtedness represented by the Securities and the payment of the
principal of, premium, if any, and interest on each and all of the
Securities

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and all other Indenture Obligations are hereby expressly made subordinate and
subject in right of payment as provided in this Article to the prior payment in
full, in cash or cash equivalents or in any other form as acceptable to the
holders of Senior Indebtedness, of all Senior Indebtedness.

The Indenture Obligations shall rank senior in right of payment to the payment

of the principal of, premium, if any, or interest on any Indebtedness of the

Company, whether outstanding on the date of this Indenture as originally

executed or thereafter created or incurred, if in the instrument creating

or evidencing such Indebtedness or pursuant to which the same is outstanding,

it is provided that such Indebtedness is subordinated to any other Indebtedness

of the Company (unless it is also provided that such subordinated Indebtedness

is PARI PASSU with the Securities). Until redemption thereof, the Indenture

Obligations shall rank PARI PASSU with the Company's 12 3/4% Senior

Subordinated Debentures due 2001.

This Article Twelve shall constitute a continuing offer to all
Persons who, in reliance upon such provisions, become holders of, or
continue to hold Senior Indebtedness; and such provisions are made for
the benefit of the holders of Senior Indebtedness; and such holders are
made obligees hereunder and they or each of them may enforce such
provisions.

Section 1202. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other
similar case or proceeding in connection therewith, relative to the
Company or to its assets, or (b) any liquidation, dissolution or other
winding up of the Company, whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy, or (c) any assignment for the
benefit of creditors or any other marshaling of assets or liabilities of
the Company, then and in any such event:

(1) the holders of Senior Indebtedness shall be entitled to
receive payment in full, in cash or cash equivalents or in any other form
as acceptable to the holders of Senior Indebtedness, of all amounts due
on or in respect of all Senior Indebtedness, before the Holders of the
Securities are entitled to receive any payment or distribution of any
kind or character (excluding Permitted Junior Securities) on account of
the principal of, premium, if any, or interest on the Securities or any
other Indenture Obligations; and

(2) any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities (excluding
Permitted Junior Securities), by set-off or otherwise, to which the
Holders or the Trustee would be entitled but for the provisions of this
Article shall be paid by the liquidating trustee or agent or other Person
making such payment or distribution, whether a trustee in bankruptcy, a
receiver or

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liquidating trustee or otherwise, directly to the holders of Senior
Indebtedness or their representative or representatives or to the trustee
or trustees under any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued, ratably according
to the aggregate amounts remaining unpaid on account of the Senior
Indebtedness held or represented by each, to the extent necessary to make
payment in full, in cash or cash equivalents or in any other form as
acceptable to the holders of Senior Indebtedness, of all Senior
Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness; and

(3) in the event that, notwithstanding the foregoing
provisions of this Section, the Trustee or the Holder of any Security shall have
received any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, in respect of principal,
premium, if any, and interest on the Securities or any other Indenture
Obligations before all Senior Indebtedness is paid in full, then and in such
event such payment or distribution (excluding Permitted Junior Securities) shall
be paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other person making payment
or distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, in cash or cash equivalents or in any other form as
acceptable to the holders of Senior Indebtedness, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness.

The consolidation of the Company with, or the merger of the
Company with or into, another Person or the liquidation or dissolution of
the Company following the sale, assignment, conveyance, transfer, lease
or other disposal of all or substantially all of the Company's properties
or assets to another Person upon the terms and conditions set forth in
Article Eight shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshaling of
assets and liabilities of the Company for the purposes of this Section if
the Person formed by such consolidation or the surviving entity of such
merger or the Person which acquires by sale, assignment, conveyance,
transfer, lease or other disposal of all or substantially all of the
Company's properties or assets, as the case may be, shall, as a part of
such consolidation, merger, sale, assignment, conveyance, transfer, lease
or other disposal, comply with the conditions set forth in Article Eight.

Section 1203. SUSPENSION OF PAYMENT WHEN SENIOR INDEBTEDNESS IN
DEFAULT.

(a) Unless Section 1202 shall be applicable, upon the
occurrence of a Payment Default, no payment (other than any payments
previously made pursuant to the provisions described in Article Four) or
distribution of any assets of the Company of any kind or character
(excluding Permitted Junior Securities) shall be made by the Company on
account of the principal of, premium, if any, or interest on, the
Securities or any other

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Indenture Obligations or on account of the purchase, redemption,
defeasance (whether under Section 402 or 403) or other acquisition of or
in respect of the Securities unless and until such Payment Default shall
have been cured or waived or shall have ceased to exist or the Designated
Senior Indebtedness with respect to which such Payment Default shall have
occurred shall have been discharged or paid in full, in cash or cash
equivalents or in any other form as acceptable to the holders of such
Senior Indebtedness, after which the Company shall resume making any and
all required payments in respect of the Securities, including any missed
payments.

(b) Unless Section 1202 shall be applicable, upon (1) the occurrence
of a Non-payment Default and (2) receipt by the Trustee and the Company from a
holder of or a representative of the holders of Designated Senior Indebtedness
(a "Senior Representative") of written notice of such occurrence, no payment
(other than any payments previously made pursuant to the provisions described in
Article Four) or distribution of any assets of the Company of any kind or
character (excluding Permitted Junior Securities) shall be made by the Company
on account of any principal of, premium, if any, or interest on, the Securities
or any other Indenture Obligations or on account of the purchase, redemption,
defeasance or other acquisition of or in respect of the Securities for a period
("Payment Blockage Period") commencing on the date of receipt by the Trustee and
the Company of such notice unless and until the earliest of (subject to any
blockage of payments that may then or thereafter be in effect under subsection
(a) of this Section 1203) (x) 179 days after receipt of such written notice by
the Trustee (provided such Designated Senior Indebtedness as to which notice was
given shall not theretofore have been accelerated), (y) the date on which such
Non-payment Default is cured, waived or ceases to exist or on which such
Designated Senior Indebtedness is discharged or paid in full, in cash or cash
equivalents or in any other form as acceptable to the holders of such
Designated Senior Indebtedness, or (z) the date on which such Payment Blockage
Period shall have been terminated by written notice to the Company or the
Trustee from the Senior Representative or the holder of any Designated Senior
Indebtedness initiating such Payment Blockage Period, after which, in the case
of clause (i), (ii), or (iii), the Company shall promptly resume making any and
all required payments in respect of the Securities, including any missed
payments. Notwithstanding any other provision of this Indenture, in no event
shall a Payment Blockage Period under this paragraph (b) extend beyond 179 days
from the date of the receipt by the Trustee of the notice referred to in clause
(2) of this paragraph (b) (the "Initial Blockage Period"). Any number of
notices of Non-Payment Defaults may be given during the Initial Blockage Period;
PROVIDED that during any period of 365 consecutive days only one Payment
Blockage Period under this paragraph (b) may commence and the duration of such
period may not exceed 179 days. No Non-payment Default with respect to
Designated Senior Indebtedness that existed or was continuing on the date of the
commencement of any Payment Blockage Period will be, or can be, made the basis
for the commencement of a second Payment Blockage Period, whether or not within
a period

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of 365 consecutive days, unless such Non-payment Default has been cured
or waived for a period of not less than 90 consecutive days.

(c) In the event that, notwithstanding the foregoing, the
Company shall make any payment to the Trustee or the Holder of any
Security prohibited by the foregoing provisions of this Section, then and
in such event such payment shall be paid over and delivered forthwith to
a Senior Representative of the holders of the Designated Senior
Indebtedness or as a court of competent jurisdiction shall direct.

Section 1204. PAYMENT PERMITTED IF NO DEFAULT.

Nothing contained in this Article, elsewhere in this Indenture
or in any of the Securities shall prevent the Company, at any time except
during the pendency of any case, proceeding, dissolution, liquidation or
other winding up, assignment for the benefit of creditors or other
marshaling of assets and liabilities of the Company referred to in
Section 1202 or under the conditions described in Section 1203, from
making payments at any time of principal of, premium, if any, or interest
on the Securities.

Section 1205. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR
INDEBTEDNESS.

Subject to the prior payment in full of all Senior Indebtedness, in
cash or cash equivalents or in any other form as acceptable to the holders of
Senior Indebtedness, the Holders of the Securities shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of, premium, if any, and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of Senior Indebtedness of any cash, property or
securities to which the Holders or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness, and the Holders of the Securities, be deemed to be a
payment or distribution by the Company to or on account of the Senior
Indebtedness. Nothing herein shall be construed as providing the Holders of the
Securities with any security interest or other rights to collateral held by the
holders of Senior Indebtedness.

Section 1206. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

The provisions of this Article are intended solely for the
purpose of defining the relative rights of the Holders of the Securities
on the one hand and the holders of Senior Indebtedness on the other hand.
Nothing contained in this Article or elsewhere in this Indenture or in
the Securities is intended to or shall (a) impair, as among the Company,
its creditors other than holders of Senior Indebtedness and the Holders
of

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the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of,
premium, if any, and interest on the Securities as and when the same
shall become due and payable in accordance with their terms; or (b)
affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness (1) in any case,
proceeding, dissolution, liquidation or other winding up, assignment for
the benefit of creditors or other marshaling of assets and liabilities of
the Company referred to in Section 1202, to receive, pursuant to and in
accordance with such Section, cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder, or (2) under the
conditions specified in Section 1203, to prevent any payment prohibited
by such Section or enforce their rights pursuant to Section 1203(c).

Section 1207. TRUSTEE TO EFFECTUATE SUBORDINATION.

Each Holder of a Security by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article and appoints the Trustee his attorney-in-fact for any and all
such purposes, including, in the event of any dissolution, winding-up,
liquidation or reorganization of the Company whether in bankruptcy,
insolvency, receivership proceedings, or otherwise, the timely filing of
a claim for the unpaid balance of the Indebtedness of the Company owing
to such Holder in the form required in such proceedings and the causing
of such claim to be approved.

Section 1208. NO WAIVER OF SUBORDINATION PROVISIONS.

(a) No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any
time in any way be prejudiced or impaired by any act or failure to act on
the part of the Company or by any act or failure to act by any such
holder, or by any non-compliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

(b) Without limiting the generality of subsection (a) of this
Section and notwithstanding any other provision contained herein, the
holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the
Securities and without impairing or releasing the subordination provided
in this Article or the obligations hereunder of the Holders of the
Securities to the holders of Senior Indebtedness, do any one or more of
the following: (1) change the manner, place or terms of payment or extend
the time of payment of, or renew or alter, Senior

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Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (2) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (3) release any Person liable in any manner for the
collection or payment of Senior Indebtedness; and (4) exercise or refrain
from exercising any rights against the Company and any other Person;
PROVIDED, HOWEVER, that in no event shall any such actions limit the
right of the Holders of the Securities to take any action to accelerate
the maturity of the Securities in accordance with the provisions set
forth in Article Five or to pursue any rights or remedies under this
Indenture or under applicable laws if the taking of such action does not
otherwise violate the terms of this Article.

Section 1209. NOTICE TO TRUSTEE.

(a) The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Securities or other
Indenture Obligations. Notwithstanding the provisions of this Article or
any provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making
of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness or from a Senior
Representative or any trustee, fiduciary or agent therefor; and, prior to
the receipt of any such written notice, the Trustee shall be entitled in
all respects to assume that no such facts exist; PROVIDED, HOWEVER, that
if the Trustee shall not have received the notice provided for in this
Section at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of, premium, if any, or
interest on any Security or other Indenture Obligations), then, anything
herein contained to the contrary notwithstanding but without limiting the
rights and remedies of the holders of Senior Indebtedness or any trustee,
fiduciary or agent thereof, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for
which such money was received and shall not be affected by any notice to
the contrary which may be received by it within two Business Days prior
to such date; nor shall the Trustee be charged with knowledge of the
curing of any such default or the elimination of the act or condition
preventing any such payment unless and until the Trustee shall have
received an Officers' Certificate to such effect.

(b) The Trustee shall be entitled to rely on the delivery to it of
a written notice to the Trustee and the Company by a Person representing
himself to be a Senior Representative or a holder of Senior Indebtedness
(or a trustee, fiduciary or agent therefor) to establish that such notice
has been given by a Senior Representative or a holder of Senior
Indebtedness (or a trustee, fiduciary or agent therefor); PROVIDED,
HOWEVER, that failure to give such notice to the Company shall not affect
in any way the ability of the Trustee to rely on such notice. In the
event that the Trustee determines in

102
<PAGE>

good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

Section 1210. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
LIQUIDATING AGENT.

Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of
competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or
similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the
benefit of creditors, agent or other person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities,
for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of Senior Indebtedness and
other Indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article, PROVIDED that the foregoing shall
apply only if such court has been fully apprised of the provisions of
this Article.

Section 1211. RIGHTS OF TRUSTEE AS A HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS.

The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article with respect to any Senior
Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture
shall deprive the Trustee of any of its rights as such holder. Nothing
in this Article shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 606.

Section 1212. ARTICLE APPLICABLE TO PAYING AGENTS.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting under this Indenture,
the term "Trustee" as used in this Article shall in such case (unless the
context otherwise requires) be construed as extending to and including
such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition
to or in place

103
<PAGE>

of the Trustee; PROVIDED, HOWEVER, that Section 1211 shall not apply to
the Company or any Affiliate of the Company if it or such Affiliate acts
as Paying Agent.

Section 1213. NO SUSPENSION OF REMEDIES.

Nothing contained in this Article shall limit the right of the
Trustee or the Holders of Securities to take any action to accelerate the
maturity of the Securities pursuant to Article Five and as set forth in
this Indenture or to pursue any rights or remedies hereunder or under
applicable law, subject to the rights, if any, under this Article of the
holders, from time to time, of Senior Indebtedness to receive the cash,
property or securities receivable upon the exercise of such rights or
remedies.

Section 1214. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.

With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Article against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and the Trustee shall
not be liable to any holder of Senior Indebtedness if it shall mistakenly in
the absence of gross negligence or willful misconduct pay over or deliver to
Holders, the Company or any other Person moneys or assets to which any holder
of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.

ARTICLE THIRTEEN

SATISFACTION AND DISCHARGE

Section 1301. SATISFACTION AND DISCHARGE OF INDENTURE.

(a) either

(1) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section
306 and (ii) Securities for whose payment United States dollars
have theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid

104
<PAGE>

to the Company or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee for cancellation;
or

(2) all Securities not theretofore delivered to the Trustee
for cancellation (x) have become due and payable, (y) will become
due and payable at their Stated Maturity within one year, or (z)
are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company,
and either the Company or any Guarantor has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust
an amount sufficient to pay and discharge the entire indebtedness
on the Securities not theretofore delivered to the Trustee for
cancellation, including principal of, premium, if any, and accrued
interest on such Securities, at such Maturity, Stated Maturity or
Redemption Date;

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

(c) the Company and any Guarantor have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel in the United
States each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied with, and
that such satisfaction and discharge will not result in a breach or violation
of, or constitute a default under, this Indenture or any other material
agreement or instrument to which the Company is a party or by which the Company
is bound. Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 606 and, if United
States dollars shall have been deposited with the Trustee pursuant to subclause
(2) of Subsection (a) of this Section, the obligations of the Trustee under
Section 1302 and the last paragraph of Section 1003 shall survive.

Section 1302. APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Section 1003,
all United States dollars deposited with the Trustee pursuant to Section
1301 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal of, premium, if any, and interest on the
Securities for whose payment such United States dollars have been deposited
with the Trustee.

105
<PAGE>

* * * * *

This Indenture may be signed in any number of counterparts with
the same effect as if the signatures to each counterpart were upon a single
instrument, and all such counterparts together shall be deemed an original
of this Indenture.

106
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.

INTERNATIONAL CONTROLS CORP.

By:/S/
---------------------------------------
Title:
[SEAL]
Attest:/S/
------------------------------
Title:

MARINE MIDLAND BANK,as Trustee

By:/S/
---------------------------------------

Title:
[SEAL]

Attest: /S/
-------------------------------
Title:

107

<PAGE>

STATE OF ____________________)
) ss.:
COUNTY OF ____________________)

On the ____ day of ______, 1994, before me personally came
________________, to me known, who, being by me duly sworn, did depose and
say that he resides at _____________________________________; that he is an
Authorized Officer of ______________, one of the corporations described in
and which executed the above instrument; that he knows the corporate seal of
such corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed pursuant to authority of the Board of Directors
of such corporation; and that he signed his name thereto pursuant to like
authority.

(NOTARIAL
SEAL)

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

<PAGE>

SCHEDULE I

PERMITTED INDEBTEDNESS

<PAGE>

SCHEDULE II

RESTRICTIONS AFFECTING SUBSIDIARIES

<PAGE>

EXHIBIT A

[Form of Intercompany Note]

$ , 19
---------------------- -------

Evidences of all loans or advances ("Loans") hereunder shall be
reflected on the grid attached hereto. FOR VALUE RECEIVED,
_________________, a ______________ corporation (the "Maker"), HEREBY
PROMISES TO PAY ON DEMAND to the order of _______________ (the "Holder") the
principal sum of the aggregate unpaid principal amount of all Loans (plus
accrued interest thereon) at any time and from time to time made hereunder
which has not been previously paid.

All capitalized terms used herein and not otherwise defined herein
that are defined in or by reference to, the Indenture between International
Controls Corp. and FIRST FIDELITY BANK, NATIONAL ASSOCIATION, as Trustee,
dated as of _______ ____, 1994 (the "Indenture"), have the meanings assigned
to such terms therein, or by reference thereto, unless otherwise defined.

ARTICLE I

TERMS OF INTERCOMPANY NOTE

Section 1.01 NOT FORGIVABLE. Unless the Maker of the Loan hereunder
is the Company or any Guarantor, the Holder may not forgive any amounts
owing under this Intercompany Note.

Section 1.02 INTEREST; PREPAYMENT. (a) The interest rate ("Interest
Rate") on the Loans shall be _____________.

(b) The interest, if any, payable on each of the Loans shall
accrue from the date such Loan is made and shall be payable upon demand of
the Holder.

(c) If the principal or accrued interest, if any, on the Loans is
not paid on the date demand is made, interest on the unpaid principal and
interest will accrue at a rate equal to the Interest Rate, if any, plus____
basis points per annum from the date demand is made until such delinquent
principal and interest on such Loans are fully paid.

A-1
<PAGE>

(d) Any amounts owed hereunder may be prepaid at any time by the
Maker without penalty.

Section 1.03 SUBORDINATION. If the Maker is the Company or any
Guarantor (in the case the Holder is not the Company or another Guarantor),
all amounts owed hereunder shall be subordinated in right of payment to the
payment and performance of the obligations of the Company under the
Indenture, the Securities, the Guarantees or any other Indebtedness ranking
PARI PASSU with the Securities.

ARTICLE II

EVENTS OF DEFAULT

Section 2.01 EVENTS OF DEFAULT. If after the date of issuance of
this Loan, a Default or Event of Default has occurred under the Indenture
then (x) in the event the Maker is not (i) a Guarantor (in the case where the
Holder is not the Company or another Guarantor) or (ii) the Company, all amounts
owing under the Loans hereunder shall be immediately due and payable (whether or
not demand has been made) to the Holder, (y) in the event the Maker is the
Company, the amounts owing under the Loans hereunder shall not be due and
payable and (z) in the event the Maker is a Guarantor and the Holder is not the
Company or another Guarantor, the amounts owing under the Loans hereunder shall
not be due and payable; PROVIDED, HOWEVER, that if such Default or Event of
Default has been waived, cured or rescinded, such amounts shall no longer be due
and payable in the case of clause (x), and such amounts may be paid in the case
of clauses (y) and (z). If the Holder is a Subsidiary, then the Holder hereby
agrees that if it receives any payments or distributions on any Loan from the
Company or a Guarantor which is not payable pursuant to clause (y) or (z) of the
prior sentence after any Default or Event of Default has occurred under the
Indenture and which Default or Event of Default is continuing and has not been
waived, cured or rescinded, it will pay over and deliver forthwith to the
Company or such Guarantor, as the case may be, all such payments and
distributions and until so paid over shall hold such payments and distributions
in trust for the benefit of the Company or any such Guarantor, as the case may
be.

ARTICLE III

MISCELLANEOUS

Section 3.01 AMENDMENTS, ETC. No amendment or waiver of any provision of
this Intercompany Note or consent to depart therefrom is permitted at any

A-2
<PAGE>

time for any reason, except with the consent of the Holders of not less than
a majority in aggregate principal amount of the Outstanding Securities.

Section 3.02 ASSIGNMENT. No party to this Intercompany Note may
assign, in whole or in part, any of its rights and obligations under this
Intercompany Note, except to its legal successor in interest.

Section 3.03 THIRD PARTY BENEFICIARIES. The holders of the
Securities or any other Indebtedness ranking PARI PASSU with the Securities

shall be third party beneficiaries to this Intercompany Note and shall have

the right to enforce this Intercompany Note against the Maker.

Section 3.04 HEADINGS. Article and Section headings in this
Intercompany Note are included for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose.

Section 3.05 ENTIRE AGREEMENT This Intercompany Note sets forth the
entire agreement of the parties with respect to its subject matter and
supersedes all previous understandings, written or oral, in respect thereof.

Section 3.06 GOVERNING LAW. THIS INTERCOMPANY NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).

By:
------------------------------------

A-3
<PAGE>

BORROWINGS, MATURITIES, AND PAYMENTS OF PRINCIPAL

Amount of
Amount of Maturity Principal Unpaid
Borrowing/ Borrowing/ Paid or Principal Notation
Date Principal Principal Unpaid Balance Made by
- -------- ---------- ---------- --------- ---------- ---------

A-4

<PAGE>

WARRANT AGREEMENT

BETWEEN

INTERNATIONAL CONTROLS CORP.

AND

AMERICAN STOCK TRANSFER & TRUST COMPANY,

AS WARRANT AGENT

____________________

Dated as of __________, 1994

<PAGE>

TABLE OF CONTENTS
Page

PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 1
DEFINITIONS

Section 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 1
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . 1
Blackout Notice . . . . . . . . . . . . . . . . . . . . . . 2
Blackout Termination Notice . . . . . . . . . . . . . . . . 2
Business Day. . . . . . . . . . . . . . . . . . . . . . . . 2
Change of Control . . . . . . . . . . . . . . . . . . . . . 2
Common Stock. . . . . . . . . . . . . . . . . . . . . . . . 2
Company . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Current Market Value. . . . . . . . . . . . . . . . . . . . 2
Demand Notice . . . . . . . . . . . . . . . . . . . . . . . 2
Demand Registration Statement . . . . . . . . . . . . . . . 2
Election to Exercise. . . . . . . . . . . . . . . . . . . . 2
Eligible Guarantor Institution. . . . . . . . . . . . . . . 2
Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . 2
Exercisability Date . . . . . . . . . . . . . . . . . . . . 2
Exercise Date . . . . . . . . . . . . . . . . . . . . . . . 2
Exercise Event. . . . . . . . . . . . . . . . . . . . . . . 2
Exercise Price. . . . . . . . . . . . . . . . . . . . . . . 3
Expiration Date . . . . . . . . . . . . . . . . . . . . . . 3
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . 3
Independent Financial Expert. . . . . . . . . . . . . . . . 3
Non-Surviving Combination . . . . . . . . . . . . . . . . . 3
Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Offering Notice . . . . . . . . . . . . . . . . . . . . . . 3
participating Holders . . . . . . . . . . . . . . . . . . . 3
Person. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Piggy Back Registration Statement . . . . . . . . . . . . . 3
Prospectus. . . . . . . . . . . . . . . . . . . . . . . . . 3
Public Offering . . . . . . . . . . . . . . . . . . . . . . 3
Registrar . . . . . . . . . . . . . . . . . . . . . . . . . 4
Registration Statement. . . . . . . . . . . . . . . . . . . 4

(i)
<PAGE>

Page

Required Filing Dates . . . . . . . . . . . . . . . . . . . 4
SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Securities Act. . . . . . . . . . . . . . . . . . . . . . . 4
Separated or Separation . . . . . . . . . . . . . . . . . . 4
Separation Date . . . . . . . . . . . . . . . . . . . . . . 4
Survivor. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Underwriting Agreement. . . . . . . . . . . . . . . . . . . 4
Value Report. . . . . . . . . . . . . . . . . . . . . . . . 4
Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . 4
Warrant Agent Office. . . . . . . . . . . . . . . . . . . . 4
Warrant Certificates. . . . . . . . . . . . . . . . . . . . 4
Warrant Endorsement . . . . . . . . . . . . . . . . . . . . 4
Warrant Exercise Office . . . . . . . . . . . . . . . . . . 4
Warrant Register. . . . . . . . . . . . . . . . . . . . . . 4
Warrant Shares. . . . . . . . . . . . . . . . . . . . . . . 4
Warrants. . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE 2
ISSUANCE, FORM, EXECUTION, DELIVERY AND
REGISTRATION OF WARRANT CERTIFICATES

Section 2.1. Issuance of Warrants. . . . . . . . . . . . . . . . . . . . 5
Section 2.2. Form of Warrant Certificates. . . . . . . . . . . . . . . . 5
Section 2.3. Execution of Warrant Certificates . . . . . . . . . . . . . 5
Section 2.4. Countersignature and Delivery . . . . . . . . . . . . . . . 6
Section 2.5. Temporary Warrant Certificates. . . . . . . . . . . . . . . 6
Section 2.6. Transfers of Warrants Prior to the Separation of Warrants
and Notes; Separation of Warrants and Notes . . . . . . . . 7
Section 2.7. Registration; Registration of Transfers and Exchanges . . . 8
Section 2.8. Lost, Stolen, Destroyed, Defaced or Mutilated
Warrant Certificates. . . . . . . . . . . . . . . . . . . . 9
Section 2.9. Offices for Exercise, etc.. . . . . . . . . . . . . . . . . 10

ARTICLE 3
DURATION, EXERCISE OF WARRANTS AND
EXERCISE PRICE

Section 3.1. Duration of Warrants, Exercise Price, Exercise, Settlement
and Delivery. . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.2. Cancellation of Warrant Certificates. . . . . . . . . . . . 12

(ii)
<PAGE>

Page

ARTICLE 4
CERTAIN RIGHTS OF HOLDERS

Section 4.1. Demand Registration Rights and Piggy Back
Registration Rights.. . . . . . . . . . . . . . . . . . . . 13
Section 4.2 Rights in the Event of a Non-Surviving Combination. . . . . 15
Section 4.3. No Voting Rights. . . . . . . . . . . . . . . . . . . . . . 15
Section 4.4. Right of Action . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 5
REGISTRATION PROCEDURES AND CERTAIN
OBLIGATIONS OF THE COMPANY IN
CONNECTION WITH A PUBLIC OFFERING

Section 5.1. Generally . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 5.2. Underwriting Agreement. . . . . . . . . . . . . . . . . . . 17
Section 5.3. Other Obligations of the Company. . . . . . . . . . . . . . 20
Section 5.4. Representations of the Company. . . . . . . . . . . . . . . 21

ARTICLE 6
ADJUSTMENTS

Section 6.1. Adjustments . . . . . . . . . . . . . . . . . . . . . . . . 22
(a) Stock Dividends; Stock Splits; Reverse Stock Splits;
Reclassifications . . . . . . . . . . . . . . . . . . 22
(b) Rights; Options; Warrants. . . . . . . . . . . . . . . 22
(c) Issuance of Common Stock at Lower Values . . . . . . . 23
(d) Distributions of Debt, Assets, Subscription Rights or
Convertible Securities . . . . . . . . . . . . . . . . 25
(e) Expiration of Rights, Options and Conversion
Privileges . . . . . . . . . . . . . . . . . . . . . . 26
(f) Current Market Value . . . . . . . . . . . . . . . . . 26
(g) De Minimis Adjustments . . . . . . . . . . . . . . . . 27
Section 6.2. Valuation of Common Stock . . . . . . . . . . . . . . . . . 27
Section 6.3. Notice of Adjustment. . . . . . . . . . . . . . . . . . . . 28
Section 6.4. Statement on Warrants . . . . . . . . . . . . . . . . . . . 29
Section 6.5. Fractional Interests. . . . . . . . . . . . . . . . . . . . 29

ARTICLE 7
WARRANT AGENT

Section 7.1. Nature of Duties and Responsibilities Assumed . . . . . . . 29
Section 7.2. Right to Consult Counsel. . . . . . . . . . . . . . . . . . 30

(iii)
<PAGE>

Page

Section 7.3. Compensation and Reimbursement. . . . . . . . . . . . . . . 31
Section 7.4. Warrant Agent May Hold Company Securities . . . . . . . . . 31
Section 7.5. Resignation and Removal; Appointment of Successor . . . . . 31

ARTICLE 8
COVENANTS OF THE COMPANY

Section 8.1. Reservation of Common Stock for Issuance on and
Obligation to Register Upon Exercise of Warrants. . . . . . 32
Section 8.2. Notice of Dividends . . . . . . . . . . . . . . . . . . . . 32
Section 8.3. Reports to Holders. . . . . . . . . . . . . . . . . . . . . 33

ARTICLE 9
MISCELLANEOUS

Section 9.1. Money and Other Property Deposited with the Warrant Agent . 33
Section 9.2. Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . 34
Section 9.3. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 9.4. Applicable Law. . . . . . . . . . . . . . . . . . . . . . . 34
Section 9.5. Persons Benefitting . . . . . . . . . . . . . . . . . . . . 35
Section 9.6. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . 35
Section 9.7. Amendments. . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 9.8. Headings. . . . . . . . . . . . . . . . . . . . . . . . . . 35

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

EXHIBIT A FORM OF WARRANT CERTIFICATE . . . . . . . . . . . . . . . . . . A-1

(iv)
<PAGE>

WARRANT AGREEMENT, dated as of __________, 1994, between International
Controls Corp., a Florida corporation (the "Company"), and American Stock
Transfer & Trust Company, as Warrant Agent (the "Warrant Agent").

WHEREAS, the Company has entered into an underwriting agreement, dated
as of _________, 1994, with Alex. Brown & Sons Incorporated ("Alex Brown") and
SPP Hambro & Co. ("Hambro," and together with Alex Brown, the "Underwriters") in
which the Company has agreed to sell to the Underwriters, 100,000 Units, each
Unit consisting of (i) $1,000 principal amount of __% Senior Subordinated Notes
due 2004 (the "Notes") of the Company and (ii) 100,000 Warrants, as hereinafter
described (such warrants being hereinafter referred to as the "Warrants" and the
certificates evidencing the Warrants being hereinafter referred to as "Warrant
Certificates"), each representing the right to purchase _____ shares of Common
Stock, subject to adjustment in accordance with the terms hereof. The Notes
will be issued under an indenture to be dated as of _____________, 1994 (the
"Indenture"), between the Company and Marine Midland Bank, as trustee (the
"Trustee"); and

WHEREAS, prior to the separation of Notes from Warrants as described
herein, the Units shall be physically represented by Notes containing thereon an
endorsement representing beneficial ownership of the related Warrants on deposit
with the Warrant Agent, as custodian for the registered holders of such Notes;
and

WHEREAS, the Warrants and the Notes shall not be separately
transferable until the Separation Date (as defined herein); and

WHEREAS, the Company desires the Warrant Agent as warrant agent to
assist the Company in connection with the issuance, exchange, cancellation,
replacement and exercise of the Warrants, and in this Agreement wishes to set
forth, among other things, the terms and conditions on which the Warrants may be
issued, exchanged, cancelled, replaced and exercised;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1. DEFINITIONS. As used in this Agreement, the following
terms shall have the following meanings:

AFFILIATE: of any Person, any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person. For purposes

<PAGE>

of this definition, "control" when used with respect to any Person 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, and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

BLACKOUT NOTICE: the meaning set forth in Section 4.1(d).

BLACKOUT TERMINATION NOTICE: the meaning set forth in Section 4.1(d).

BUSINESS DAY: any day on which (i) banks in New York City, (ii) the
principal national securities exchange or market (if any) on which the Common
Stock is listed or admitted to trading and (iii) the principal national
securities exchange or market (if any) on which the Warrants are listed or
admitted to trading are open for business.

CHANGE OF CONTROL: the meaning set forth in the Indenture.

COMMON STOCK: the Common Stock, par value $0.01 per share, of the
Company and any other capital stock of the Company into which such common stock
may be converted or reclassified or that may be issued in respect of, in
exchange for, or in substitution of, such common stock by reason of any stock
splits, stock dividends, distributions, mergers, consolidations or other like
events.

COMPANY: the meaning set forth in the preamble to this Agreement, and
its successors and assigns (including, without limitation, any Survivor).

CURRENT MARKET VALUE: the meaning set forth in Section 6.1(f).

DEMAND NOTICE: the meaning set forth in Section 4.1(a).

DEMAND REGISTRATION STATEMENT: the meaning set forth in Section 4.1.

ELECTION TO EXERCISE: the meaning set forth in Section 3.1(c).

ELIGIBLE GUARANTOR INSTITUTION: an "eligible guarantor institution"
within the meaning of Rule 17Ad-15 under the Exchange Act.

EXCHANGE ACT: the Securities Exchange Act of 1934, as amended,
together with the rules and regulations promulgated thereunder.

EXERCISABILITY DATE: the date of the occurrence of an Exercise Event.

EXERCISE DATE: the meaning set forth in Section 3.1(d).

EXERCISE EVENT: ___________, 1999 or the earlier occurrence of:
(i) a Change of Control or (ii) a Public Offering.

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<PAGE>

EXERCISE PRICE: the meaning set forth in Section 3.1(b).

EXPIRATION DATE: the meaning in Section 3.1(a).

HOLDERS: from time to time, the registered holders of the Warrants
and, unless otherwise provided or indicated herein, the registered holders of
the Warrant Shares.

INDENTURE: the meaning set forth in the preamble to this Agreement.

INDEPENDENT FINANCIAL EXPERT: a nationally recognized investment
banking firm, ranking in the top ten (as determined by the Securities Industry
Association, Inc. or a similar securities information data company) as lead
manager for primary common stock offerings in the year prior to the year in
which it is called upon to give independent financial advice to the Company as
described herein and that does not (and whose directors, officers, employees and
Affiliates do not) have a direct or indirect financial interest in the Company
or any of its Affiliates, that has not been and at the time it is called upon to
give independent financial advice to the Company, is not (and none of whose
directors, officers, employees or Affiliates is) a promoter, director or officer
of the Company or any of its Affiliates or an underwriter or placement agent
with respect to any of the securities of the Company or any of its Affiliates,
and that does not provide any advice or opinions to the Company or any of its
Affiliates excepts as an Independent Financial Expert.

NON-SURVIVING COMBINATION: any merger, consolidation or other
business combination by the Company with one or more Persons (other than a
wholly owned subsidiary of the Company) in which the other Person is the
Survivor, or a sale of all or substantially all of the assets of the Company to
one or more such other Persons.

NOTES: the meaning set forth in the preamble to this Agreement.

OFFERING NOTICE: the meaning set forth in Section 4.1(b).

PARTICIPATING HOLDERS: the meaning set forth in Section 5.1(a).

PERSON: any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

PIGGY BACK REGISTRATION STATEMENT: the meaning set forth in Section
4.1(b).

PROSPECTUS: the meaning set forth in Section 4.1(b).

PUBLIC OFFERING: the meaning set forth in the Indenture.

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<PAGE>

REGISTRAR: the meaning set forth in Section 2.7.

REGISTRATION STATEMENT: the meaning set forth in Section 4.1(b).

REQUIRED FILING DATES: the meaning set forth in Section 8.3.

SEC: the Securities and Exchange Commission, as from time to time
constituted and created under the Exchange Act, or any successor thereto.

SECURITIES ACT: the Securities Act of 1933, as amended, together with
the rules and regulations promulgated thereunder.

SEPARATED or SEPARATION: the meaning set forth in Section 2.6.

SEPARATION DATE: the meaning in Section 2.6.

SURVIVOR: the meaning set forth in Section 4.2(b).

UNDERWRITING AGREEMENT: the meaning set forth in Section 5.1(b).

VALUE REPORT: the meaning set forth in Section 6.2(a).

WARRANT AGENT: the meaning set forth in the preamble to this
Agreement or the successor or successors of such Warrant Agent appointed in
accordance with the terms hereof.

WARRANT AGENT OFFICE: the corporate trust office of the Warrant Agent
in the Borough of Manhattan, The City of New York.

WARRANT CERTIFICATES: the meaning set forth in the preamble to this
Agreement.

WARRANT ENDORSEMENT: the meaning set forth in Section 2.6.

WARRANT EXERCISE OFFICE: the meaning set forth in Section 3.1(c).

WARRANT REGISTER: the meaning set forth in Section 2.7.

WARRANT SHARES: the shares of Common Stock and other property or
assets issuable or issued upon the exercise of the Warrants.

WARRANTS: the meaning set forth in the preamble to this Agreement.

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<PAGE>

ARTICLE 2

ISSUANCE, FORM, EXECUTION, DELIVERY AND
REGISTRATION OF WARRANT CERTIFICATES

Section 2.1. ISSUANCE OF WARRANTS. Warrants shall be originally
issued in connection with the issuance of the Notes and shall not be separately
transferable from the Notes until on or after the Separation Date as provided in
Section 2.6.

Each Warrant Certificate shall evidence the number of Warrants
specified therein, and each Warrant evidenced thereby shall represent the right,
subject to the provisions contained herein and therein, to purchase from the
Company (and the Company shall issue and sell to such Holder) ____ fully paid
and non-assessable shares of Common Stock at the Exercise Price.

Section 2.2. FORM OF WARRANT CERTIFICATES. The Warrant Certificates
shall be in registered form only, substantially in the form set forth in Exhibit
A hereto. Each Warrant Certificate may have imprinted or otherwise reproduced
thereon such letters, numbers or other marks of identification and such legends
or endorsements as may be required to comply with any applicable law, rule or
regulation or with the rules of any securities exchange or as may be determined,
consistent with the provisions of this Agreement, by the officers executing any
such Warrant Certificate, as evidenced by their execution of such Warrant
Certificate.

The definitive Warrant Certificates shall be printed, lithographed or
engraved in steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Warrant Certificates, as evidenced
by their execution of such Warrant Certificates.

Section 2.3. EXECUTION OF WARRANT CERTIFICATES. The Warrant
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, any Vice Chairman, its Chief Executive Officer, its President or any Vice
President and attested by its Secretary or any Assistant Secretary, under its
corporate seal. Such signatures may be manual or facsimile signatures of the
present or any future such officers. The seal of the Company may be in the form
of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Warrant Certificates.

In case any officer of the Company who shall have signed any of the
Warrant Certificates shall cease to be such officer of the Company before the
Warrant Certificate so signed shall be countersigned and delivered by the
Warrant Agent or disposed of by the Company, such Warrant Certificate
nevertheless may be countersigned and delivered or disposed of as though the
person who signed such Warrant Certificate had not ceased to be such officer of
the Company; and any Warrant Certificate may be signed on behalf of the Company
by such persons as, at the actual date of the execution

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<PAGE>

of such Warrant Certificate, shall be the proper officers of the Company,
although at the date of the execution and delivery of this Agreement any such
person was not such an officer.

Section 2.4. COUNTERSIGNATURE AND DELIVERY. Warrant Certificates
shall be manually countersigned and dated the date of such countersignatures by
the Warrant Agent and shall not be valid for any purpose unless so
countersigned. The Warrant Certificates shall be numbered and shall be
registered in the Warrant Register.

The Warrant Agent is authorized, upon receipt from the Company at any
time and from time to time of any Warrant Certificates, duly executed as
provided in Section 2.3, to countersign the Warrant Certificates and deliver
them upon the written order of the Company, which order shall be signed by the
Company's Chairman of the Board, any Vice Chairman, its Chief Executive Officer,
its President or any Vice President and attested by its Secretary or any
Assistant Secretary, without any further action by the Company. Such
countersignature shall be by a duly authorized signatory of the Warrant Agent
(although it shall not be necessary for the same signatory to sign all Warrant
Certificates) and shall be conclusive evidence that the Warrant Certificate so
countersigned has been duly delivered hereunder.

In case any authorized signatory of the Warrant Agent who shall have
countersigned any of the Warrant Certificates shall cease to be such authorized
signatory before the Warrant Certificate shall be disposed of by the Company,
such Warrant Certificate nevertheless may be delivered or disposed of as though
the person who countersigned such Warrant Certificate had not ceased to be such
authorized signatory of the Warrant Agent; and any Warrant Certificate may be
countersigned on behalf of the Warrant Agent by such persons as, at the actual
time of the countersignature of such Warrant Certificates, shall be the duly
authorized signatories of the Warrant Agent, although at the time of the
execution and delivery of this Agreement any such person is not such an
authorized signatory.

The Warrant Agent's countersignature on all Warrant Certificates shall
be in substantially the form set forth in Exhibit A hereto.

Section 2.5. TEMPORARY WARRANT CERTIFICATES. Pending the
preparation of definitive Warrant Certificates, the Company may execute, and the
Warrant Agent shall countersign and deliver, temporary Warrant Certificates,
which are printed, lithographed, typewritten or otherwise produced,
substantially of the tenor of the definitive Warrant Certificates in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Warrant
Certificates may determined, as evidenced by their execution of such Warrant
Certificates.

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<PAGE>

If temporary Warrant Certificates are issued, the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay.
After the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at any office or agency
maintained by the Company for that purpose pursuant to Section 2.9. Subject to
the provisions of Section 9.2, such exchange shall be without charge to the
holder. Upon surrender for cancellation of any one or more temporary Warrant
Certificates, the Company shall execute, and the Warrant Agent shall countersign
and deliver in exchange therefor, one or more definitive Warrant Certificates
representing in the aggregate a like number of Warrants. Until so exchanged,
the holder of a temporary Warrant Certificate shall in all respects be entitled
to the same benefits under this Agreement as a Holder of a definitive Warrant
Certificate.

Section 2.6. TRANSFERS OF WARRANTS PRIOR TO THE SEPARATION OF
WARRANTS AND NOTES; SEPARATION OF WARRANTS AND NOTES

Notwithstanding the provisions of Section 2.7 and subject to the
fourth sentence of this paragraph, the Warrant Certificates will be held by the
Warrant Agent, as custodian, for the holders of the Units, until the Separation
Date. Until the Separation Date, beneficial ownership of the Warrants will be
evidenced solely by the certificates for Notes registered in the names of the
holders of the Notes, which certificates will bear thereon an endorsement
substantially in the form set forth in Section 202 of the Indenture (the
"Warrant Endorsement"), and the right to receive or exercise Warrants shall be
transferable only in connection with the transfer of such Notes. On the
Separation Date, each Unit shall be deemed to separate into a Note and a Warrant
(the "Separation," with the Notes and Warrants thereafter referred to as
"Separated") and from and after the time of Separation, each certificate for a
Note or Notes shall represent beneficial ownership of such Note or Notes only,
and the Warrants, the Notes and the respective rights pertaining thereto shall
be independently transferable. On or as soon as practicable after the
Separation Date, and without further action on the part of the registered
holders of the Notes, the Warrant Agent, as custodian, shall deliver (or cause
to be delivered) Warrant Certificates executed by the Company and countersigned
by the Warrant Agent in the names of such registered holders of Notes as of the
close of business on the date of Separation (or, in the case of any transfers,
their transferees) for such aggregate number of Warrants as shall equal _____
Warrants for each $1,000 principal amount of Notes Separated, bearing numbers or
other distinguishing symbols not contemporaneously outstanding, to the persons
entitled thereto.

All Notes containing a Warrant Endorsement presented for transfer
prior to the Separation Date shall be duly endorsed by the registered holder or
holders thereof, by the duly appointed legal representative thereof or by a duly
authorized attorney, and such signature shall be guaranteed by an Eligible
Guarantor Institution and accompanied by a

-7-
<PAGE>

written instrument or instruments of transfer, in form satisfactory to the
Company, the Warrant Agent, the Trustee and the Registrar.

"Separation Date" shall mean __________, 1994 or such earlier date as
(i) the Underwriters may determine or (ii) the Exercisability Date.

The provisions of Article 7 shall apply to the Warrant Agent when
acting in its capacity as custodian hereunder with the same effect as would
apply when acting in its capacity as Warrant Agent hereunder.

Section 2.7. REGISTRATION; REGISTRATION OF TRANSFERS AND EXCHANGES.
The Company will keep, at the office or agency maintained by the Company for
such purpose, a register or registers in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of, and registration of transfer and exchange of, Warrants as provided in this
Article. Each Person designated by the Company from time to time as a Person
authorized to register the transfer and exchange of the Warrants is hereinafter
called, individually and collectively, the "Registrar." The Company hereby
initially appoints the Warrant Agent as Registrar. Upon written notice to the
Warrant Agent and any acting Registrar, the Company may appoint a successor
Registrar for such purposes.

The Company will at all times designate one Person (who may be the
Company and who need not be a Registrar) to act as repository of a master list
of names and addresses of the Holders (the "Warrant Register"). The Warrant
Agent will act as such repository unless and until some other person is, by
written notice from the Company to the Warrant Agent and the Registrar,
designated by the Company to act as such. The Company shall cause each
Registrar to furnish to such repository, on a current basis, such information as
to all registrations of transfer and exchanges effected by such Registrar, as
may be necessary to enable such repository to maintain the Warrant Register on
as current a basis as is practicable.

Upon due presentation for registration of transfer of any Warrant
Certificate at any such office or agency to be maintained for the purpose as
provided in Section 2.9, the Company shall execute and the Warrant Agent shall
countersign and deliver (or cause to be delivered) in the name of the transferee
or transferees a new Warrant Certificate or Warrant Certificates for a like
aggregate number of Warrants bearing numbers or other distinguishing symbols not
contemporaneously outstanding.

Any Warrant Certificate or Warrant Certificates may be exchanged for a
Warrant Certificate or Warrant Certificates in other authorized denominations,
representing in the aggregate a like number of Warrants. A Warrant Certificate
or Warrant Certificates to be so exchanged shall be surrendered at any office or
agency to be maintained by the Company for such purpose as provided in
Section 2.9, and the Company shall execute and the Warrant Agent shall
countersign and deliver (or cause to

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<PAGE>

be delivered) in exchange therefor a Warrant Certificate or Warrant Certificates
bearing numbers or other distinguishing symbols not contemporaneously
outstanding.

The Company, the Warrant Agent, the Registrar and any agent of the
Company, the Warrant Agent or the Registrar may deem and treat the Person in
whose name any Warrant Certificate shall be registered in the Warrant Register
as the absolute owner of such Warrant Certificate (notwithstanding any notation
of ownership or other writing thereon) for the purpose of any exercise thereof
or any distribution to the Holder thereof and for all other purposes; and none
of the Company, the Warrant Agent, the Registrar, any agent of the Company, the
Warrant Agent or the Registrar shall be affected by any notice to the contrary.
Prior to the Separation of Warrants underlying a Unit, the registered holder of
the Note containing a Warrant Endorsement relating to such Warrants shall be
deemed the Holder of such Warrants for all purposes hereunder.

All Warrants presented for registration of transfer or exchange shall
(if so required by the Company, the Registrar or the Warrant Agent) be duly
endorsed by the Holder or Holders thereof or by the duly appointed legal
representative thereof or by a duly authorized attorney, such signature to be
guaranteed by an Eligible Guarantor Institution, and shall be accompanied by a
written instrument or instruments of transfer or exchange, in form satisfactory
to the Company, the Warrant Agent and the Registrar.

No service charge shall be made for any transfer or exchange of
Warrant Certificates or any issuance of Warrant Certificates in connection with
the Separation, but the Company may require payment of a sum sufficient to cover
any stamp or other governmental charge or tax that may be imposed in connection
with any such transfer or exchange.

The Warrant Agent is hereby authorized to countersign, in accordance
with the provisions of this Agreement, and deliver the new Warrant Certificates
required pursuant to the provisions of this Section 2.7.

Section 2.8. LOST, STOLEN, DESTROYED, DEFACED OR MUTILATED WARRANT
CERTIFICATES. Upon receipt by the Company and the Warrant Agent (or any agent
of the Company or the Warrant Agent, if requested by the Company) of evidence
satisfactory to them of the loss, theft, destruction, defacement or mutilation
of any Warrant Certificate and of security and/or indemnity satisfactory to them
and, in the case of mutilation or defacement, upon surrender thereof to the
Warrant Agent for cancellation, then, in the absence of notice to the Company or
the Warrant Agent that such Warrant Certificate has been acquired by a BONA FIDE
purchaser or holder in due course, the Company shall execute, and an authorized
signatory of the Warrant Agent shall manually countersign and deliver, in
exchange for or in lieu of the lost, stolen, destroyed, defaced or mutilated
Warrant Certificate, a new Warrant Certificate representing a like number of
Warrants, bearing a number or other distinguishing symbol not contemporaneously
outstanding.

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<PAGE>

Upon the issuance of any new Warrant Certificate under this Section 2.8, the
Company may require payment from the Holder of such Warrant Certificate of a sum
sufficient to cover any tax, stamp tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Warrant Agent and the Registrar) in connection therewith. Every
substitute Warrant Certificate executed and delivered pursuant to this
Section 2.8 in lieu of any lost, stolen or destroyed Warrant Certificate shall
constitute an additional contractual obligation of the Company, whether or not
the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of (but shall be
subject to all the limitations of rights set forth in) this Agreement equally
and proportionately with any and all other Warrant Certificates duly executed
and delivered hereunder. The provisions of this Section 2.8 are exclusive with
respect to the replacement of lost, stolen, destroyed, defaced or mutilated
Warrant Certificates and shall preclude (to the extent lawful) any and all other
rights or remedies notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement of lost, stolen,
destroyed, defaced or mutilated Warrant Certificates.

Section 2.9. OFFICES FOR EXERCISE, ETC. So long as any of the
Warrants remain outstanding, the Company will designate and maintain in the
Borough of Manhattan, The City of New York: (i) an office or agency where the
Warrant Certificates may be presented for exercise, (ii) an office or agency
where the Warrant Certificates may be presented for registration of transfer and
for exchange (including the exchange of temporary Warrant Certificates for
definitive Warrant Certificates pursuant to Section 2.5) and (iii) an office or
agency where notices and demands to or upon the Company in respect of the
Warrants or of this Agreement may be served. The Company may from time to time
change or rescind such designation, as it may deem desirable or expedient,
PROVIDED THAT an office or agency shall at all times be maintained in the
Borough of Manhattan, The City of New York, as provided in the first sentence of
this Section 2.9. In addition to such office or offices or agency or agencies,
the Company may from time to time designate and maintain one or more additional
offices or agencies within or outside The City of New York, where Warrant
Certificates may be presented for exercise or for registration of transfer or
for exchange, and the Company may from time to time change or rescind such
designation, as it may deem desirable or expedient. The Company will give to
the Warrant Agent written notice of the location of any such office or agency
and of any change of location thereof. The Company hereby designates the
Warrant Agent at the Warrant Agent Office, as the initial agency maintained for
each such purpose. In case the Company shall fail to maintain any such office
or agency or shall fail to give such notice of the location or of any change in
the location thereof, presentations and demands may be made and notice may be
served at the Warrant Agent

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<PAGE>

Office and the Company appoints the Warrant Agent as its agent to receive all
such presentations, surrenders, notices and demands.

ARTICLE 3

DURATION, EXERCISE OF WARRANTS AND EXERCISE PRICE

Section 3.1. DURATION OF WARRANTS, EXERCISE PRICE, EXERCISE,
SETTLEMENT AND DELIVERY. (a) Subject to the terms and conditions established
herein, the Warrants shall be exercisable on any Business Day on or after the
Exercisability Date and shall expire at 5:00 p.m., New York City time, on
__________, 1999 (the "Expiration Date"). All Warrants not exercised before the
close of business on the Expiration Date shall become void, and all rights of
Holders under Warrant Certificates evidencing such Warrants and under this
Agreement shall cease.

(b) Each Holder shall have the right to purchase from the
Company in respect of each Warrant _____ fully paid and non-assessable shares of
Common Stock at an exercise price of $0.01 per share (the "Exercise Price").
The number of shares of Common Stock for which a Warrant may be exercised shall
be subject to adjustment from time to time as set forth in Article 7 hereof.
Under certain circumstances (as described in Article 7), Holders may also be
entitled to other securities or property upon exercise of their Warrants.

(c) Warrants may be exercised on or after the Exercisability
Date by (i) surrendering at any office or agency maintained for that purpose by
the Company pursuant to Section 2.9 (each a "Warrant Exercise Office") the
Warrant Certificate evidencing such Warrants with the form of election to
purchase Warrant Shares set forth on the reverse side of the Warrant Certificate
(the "Election to Exercise") duly completed and signed by the Holder or Holders
thereof or by the duly appointed legal representative thereof or by a duly
authorized attorney, and in the case of a transfer, such signature shall be
guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the
Exercise Price for each such Warrant exercised and any other amounts required to
be paid pursuant to Section 2.7. Each Warrant may be exercised only in whole.

(d) Simultaneously with the exercise of each Warrant, payment in
full of the Exercise Price shall be made in cash or by certified or official
bank check to be delivered to the office or agency where the Warrant Certificate
is being surrendered. No payment or adjustment shall be made on account of any
dividends on the Warrant Shares issued upon exercise of a Warrant.

(e) Upon such surrender of a Warrant Certificate and payment and
collection of the Exercise Price at any Warrant Exercise Office (other than any
Warrant Exercise Office that also is an office of the Warrant Agent), such
Warrant Certificate and payment shall be promptly delivered to the Warrant
Agent. The "Exercise

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<PAGE>

Date" for a Warrant shall be the date when all of the items referred to in the
first sentence of paragraphs (c) and (d) of this Section 3.1 are received by the
Warrant Agent at or prior to 2:00 p.m., New York City time, on a Business Day
and the exercise of the Warrants will be effective as of such Exercise Date. If
any items referred to in the first sentence of paragraphs (c) and (d) are
received after 2:00 p.m., New York City time, on a Business Day, the exercise of
the Warrants to which such item relates will be effective on the next succeeding
Business Day. Notwithstanding the foregoing, in the case of an exercise of
Warrants on the Expiration Date, if all of the items referred to in the first
sentence of the preceding paragraph are received by the Warrant Agent at or
prior to 5:00 p.m. New York City time, on the Expiration Date, the exercise of
the Warrants to which such items relate will be effective on the Expiration
Date.

(f) Upon the exercise of a Warrant in accordance with the terms
hereof, the receipt of a Warrant Certificate and payment of the Exercise Price,
the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be
paid to the Company by crediting the same to the account designated by the
Company in writing to the Warrant Agent for that purpose; (ii) advise the
Company immediately by telephone of the amount so deposited to the Company's
account and promptly confirm such telephonic advice in writing; and (iii) as
soon as practicable, advise the Company in writing of the number of Warrants
exercised in accordance with the terms and conditions of this Agreement and the
Warrant Certificates, the instructions of such exercising Holder with respect to
delivery of the shares of Common Stock to which such Holder is entitled upon
such exercise, and such other information as the Company shall reasonably
request.

(g) Subject to Article 6, as soon as practicable after the
exercise of any Warrant or Warrants in accordance with the terms hereof, the
Company shall issue or cause to be issued to or upon the written order of the
exercising Holder, a certificate or certificates evidencing the Warrant Shares
to which such Holder is entitled, in fully registered form, registered in such
name or names as may be directed by such Holder pursuant to the Election to
Exercise, as set forth on the reverse of the Warrant Certificate or on the
Warrant Endorsement. Such certificate or certificates evidencing the Warrant
Shares shall be deemed to have been issued and any persons who are designated to
be named therein shall be deemed to have become the holder of record of such
Warrant Shares as of the close of business on the Exercise Date. After such
exercise of any Warrant or Warrants, the Company shall also issue or cause to be
issued to or upon the written order of the exercising Holder, a new Warrant
Certificate, countersigned by the Warrant Agent pursuant to written instruction,
evidencing the number of Warrants, if any, remaining unexercised unless such
Warrants shall have expired.

Section 3.2. CANCELLATION OF WARRANT CERTIFICATES. In the event the
Company shall purchase or otherwise acquire Warrants, the Warrant Certificates
evidencing such Warrants may thereupon be delivered to the Warrant Agent, and if
so delivered, shall be cancelled by it and retired. The Warrant Agent shall
cancel all

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Warrant Certificates properly surrendered for exchange, substitution, transfer
or exercise. The Warrant Agent shall destroy cancelled Warrant Certificates
held by it and deliver a certificate of destruction to the Company.

ARTICLE 4

CERTAIN RIGHTS OF HOLDERS

Section 4.1. DEMAND REGISTRATION RIGHTS AND PIGGY BACK REGISTRATION
RIGHTS. (a) At any time at least 120 days following a Public Offering, Holders
holding outstanding Warrant Shares having an aggregate fair market value (in the
good faith opinion of the Company) of $5.0 million or more, either by direct
ownership of such Warrant Shares or by right to acquire such Warrant Shares upon
exercise of the Warrants, may request that the Company cause a registration
statement (the "Demand Registration Statement") to be filed to provide for the
sale of such Warrant Shares by sending written notice of the request to the
Company (the "Demand Notice"). Subject to Section 4.1(d), the Company will use
reasonable efforts to have the Demand Registration Statement filed with the SEC
within 45 days of the Demand Notice, to have the Demand Registration Statement
declared effective by the SEC as soon as practicable thereafter, and to keep the
Demand Registration Statement continuously effective for a period of at least
[180] days (but not beyond the date all such Warrant Shares are sold under the
Demand Registration Statement); PROVIDED THAT, if the Company shall determine
for any good reason to delay registration of such Warrant Shares, the Company
shall give notice of such determination to the Holders. The Company shall not
be required to effect more than two registrations pursuant to this Section
4.1(a) in the aggregate for all Holders. Subject to Section 4.1(d) below, the
Company agrees to supplement or amend the Demand Registration Statement, if
required by the Securities Act.

(b) If the Company, at any time on or after the date any Demand
Registration Statement is not effective, proposes to register any of its Common
Stock under the Securities Act (other than pursuant to Section 4.1(a)) and the
gross proceeds to the Company of such Public Offering are expected to exceed $20
million, the Company will give written notice (the "Offering Notice") to all
Holders at least 20 days prior to the initial filing of a registration statement
with the SEC pertaining thereto (the "Piggy Back Registration Statement").
Holders may elect to have their Warrant Shares included in the Piggy Back
Registration Statement by giving written notice to the Company within five days
of the Offering Notice. Subject to Section 4.1(d), the Company will use its
reasonable efforts to have the Piggy Back Registration Statement declared
effective by the SEC as soon as practicable thereafter and to keep the Piggy
Back Registration Statement effective for a period of at least [180] days but
not beyond the date all such shares of Underlying Common Stock are sold under
the Piggy Back Registration Statement); PROVIDED THAT, if the Company shall
determine for any reason not to register or to delay registration of such Common
Stock, the Company shall give notice of such

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determination to the Holders. The Demand Registration Statement and the Piggy
Back Registration Statement, together with all amendments and supplements,
including post-effective amendments, in each case including any prospectus
contained therein (including any preliminary prospectus and all amendments and
supplements to any prospectus, including post-effective amendments)
(collectively, the "Prospectus"), all exhibits thereto or to the Prospectus and
all material incorporated by reference therein or to the Prospectus, is referred
to as the "Registration Statement."

(c) If in connection with a registration pursuant to Section
4.1(b) the underwriter for the Public Offering or the underwriter managing the
Public Offering informs the Company of its belief that the number of Warrant
Shares requested to be included in such registration exceeds the number which
can be sold in (or during the time of) such Public Offering without adversely
affecting the distribution of the securities being offered, then the Company
will notify the participating Holders and will include in such registration
shares of Common Stock on a pro rata basis among all Persons participating in
the Public Offering on the basis of the number of shares of Common Stock
requested to be included by all such Persons. If any Warrant Shares that were
requested to be included in a Registration Statement are so excluded, the
participating Holder of such Warrant Shares shall continue to have the right to
require registration of the sale of such Warrant Shares under Section 4.1(b).

(d) (i) If, after the Registration Statement has been declared
effective, a stop order, injunction or other order or requirement of the SEC or
any other governmental agency or court is issued which suspends the
effectiveness of the Registration Statement, (1) upon receipt of notice from
the Company, the participating Holders will discontinue any disposition of
Warrant Shares pursuant to the Registration Statement until receipt of notice
from the Company that the suspension of the effectiveness of the Registration
Statement has been withdrawn and (2) the Company will use all reasonable efforts
to obtain the withdrawal of such order or to meet such requirement at the
earliest possible time.

(ii) If, after the Registration Statement has become
effective, an event occurs as a result of which the Company determines that the
Registration Statement or the related Prospectus contains any untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or a corporate
development occurs, as a result of which the Company determines to suspend sales
pursuant to the Registration Statement, the Company will notify the Holders
thereof and, if applicable, use all reasonable efforts to prepare and promptly
file a post-effective amendment or a supplement to the Registration Statement or
the related Prospectus or promptly file any other required document so that, as
thereafter delivered to purchasers of the Common Stock, such Prospectus will not
contain any untrue statement of a material fact or omit to state any material
fact required to be

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<PAGE>

stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company will use
all reasonable efforts to have the post-effective amendment to the Registration
Statement declared effective by the SEC as soon as practicable after the filing
thereof. During any period when sales pursuant to the Registration Statement
have been suspended, the Company may not offer or sell any of its securities
pursuant to any other registration statement. The Company will promptly notify
the participating Holders of its intention to effect any such delay or
suspension (a "Blackout Notice") and of the date on which such effective
amendment or supplement has been filed with or declared effective by the SEC or
of the termination of any such suspension (a "Blackout Termination Notice").
Upon receipt of a Blackout Notice, the participating Holders will discontinue,
as of the date specified in such Blackout Notice, any disposition of Warrant
Shares pursuant to the Registration Statement until receipt of a Blackout
Termination Notice.

(iii) If the offering of Warrant Shares pursuant to a
Registration Statement under Section 4.1(a) or (b) above is interfered with as
set forth in Section 4.1(d)(i) or (ii), then the Company shall extend the period
during which the Registration Statement shall be maintained effective pursuant
to this Agreement by the number of days during the period of such interference.

Section 4.2. RIGHTS IN THE EVENT OF A NON-SURVIVING COMBINATION.
(a) If the Company proposes, prior to the Expiration Date, to enter into a
transaction that would constitute a Non-Surviving Combination if consummated,
the Company shall give written notice thereof to the Holders, promptly after an
agreement is reached with respect to the Non-Surviving Combination but in no
event less than 30 days prior to the closing thereof. Such notice shall
describe the transaction in reasonable detail and specify the consideration to
be received by the Holders. The Company shall also furnish to each Holder all
notices and materials furnished to its stockholders in connection with such
transaction.

(b) The Company agrees that it will not enter into an agreement
providing for a Non-Surviving Combination, unless the party to such transaction
that is the surviving entity (the "Survivor") shall (i) agree in writing to be
bound by the terms of this Agreement as if it were an original signatory hereto
and (ii) be obligated to distribute or pay to each Holder upon the exercise of
such Holder's Warrants on or after the date that such Non-Surviving Combination
is effected the number of shares of stock or other securities or other property
(including any money) of the Survivor that would have been distributable or
payable on account of the Warrant Shares if such Holder's Warrants had been
exercised immediately prior to such Non-Surviving Combination (or, if
applicable, the record date therefor).

Section 4.3. NO VOTING RIGHTS. Prior to the exercise of the
Warrants, no Holder, as such, shall be entitled to any rights of a stockholder
of the Company,

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including, without limitation, the right to vote, to consent, to exercise any
preemptive right, to receive any notice of meetings of stockholders for the
election of directors of the Company or any other matter or to receive any
notice of any proceedings of the Company, except as may be specifically provided
for herein.

Section 4.4. RIGHT OF ACTION. All rights of action in respect of
this Agreement are vested in the Holders, and any Holder, without the consent of
the Warrant Agent or any other Holder, may, in such Holder's own behalf and for
such Holder's own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company suitable to enforce, or otherwise in
respect of, such Holder's right to exercise, exchange or tender for purchase
such Holder's Warrants in the manner provided in this Agreement.

ARTICLE 5

REGISTRATION PROCEDURES AND CERTAIN OBLIGATIONS OF THE
COMPANY IN CONNECTION WITH A PUBLIC OFFERING

Section 5.1. GENERALLY. No Holder may participate in any Public
Offering pursuant to Section 4.1 unless:

(a) Such Holder executes a power of attorney appointing one or
more attorneys designated by the Holders participating in such Public Offering
(the "participating Holders") proposing to sell a majority of the Warrant Shares
proposed to be sold by all participating Holders. Each such attorney shall be
authorized, on customary terms, to execute the Underwriting Agreement referred
to below on behalf of each participating Holder and to otherwise act for the
participating Holders in connection with such Public Offering.

(b) Such Holder, through one of its powers of attorney, enters
into an underwriting agreement (the "Underwriting Agreement") with the Company,
the other participating Holders, any selling stockholders and the underwriters,
which Underwriting Agreement shall comply with the provisions of Section 5.2.

(c) Such Holder executes all questionnaires and other documents
required by such power of attorney or the Underwriting Agreement to be executed
by such Holder and such other agreements and instruments as are customary or
appropriate for selling stockholders to execute in connection with secondary
public offerings.

(d) Such Holder provides to the Company such information with
respect to such Holder for inclusion in the Registration Statement as may be
required pursuant to the Securities Act or as may be reasonably requested by the
Company or the managing underwriter and cooperates with the Company in the
preparation of, and during the effectiveness of, the Registration Statement.

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<PAGE>

Section 5.2. UNDERWRITING AGREEMENT. In connection with any Public
Offering in which there are participating Holders, the Company shall enter into
the Underwriting Agreement, which shall contain the following provisions (unless
otherwise expressly agreed to by the Company and a majority of the participating
Holders) and other customary provisions satisfactory to the Company, the
attorney executing the Underwriting Agreement on behalf of the participating
Holders and the other parties thereto:

(a) Each participating Holder shall make customary
representations and warranties, but no participating Holder, as such, shall be
required to make any representation or warranty as to the accuracy or
completeness of the Registration Statement (except as to written information
furnished to the Company by such participating Holder expressly for use
therein).

(b) Each participating Holder will agree that it will not,
directly or indirectly, sell, offer to sell, grant any option for the sale of,
or otherwise dispose of, any Common Stock or any Warrants for a period of 180
days from the effective date of the Registration Statement, subject to customary
exceptions to be set forth in the Underwriting Agreement, except with the
written consent of the managing underwriter.

(c) Each participating Holder will agree to pay and bear all
costs and expenses incident to the delivery of the securities to be sold by it,
including any stock transfer taxes payable upon the sale of such securities to
the underwriters and the underwriting discounts or commissions payable to the
underwriters and that the Company or parties other than the participating
Holders shall be responsible for all other expenses of such Public Offering;
PROVIDED THAT the Company shall only be responsible for the reasonable fees and
expenses of one counsel retained by the participating Holders and approved by
the Company.

(d) The Company will agree to indemnify and hold harmless each
participating Holder, each underwriter participating in such offering, and each
Person, if any, who controls any participating Holder or any such underwriter
within the meaning of Section 15 of the Securities Act as follows:

(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of an untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or
any amendment thereto), or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of an untrue statement of a material fact
included in any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

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<PAGE>

(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of the
Company; and

(iii) against any and all expense whatsoever, as
incurred (including fees and disbursements of counsel chosen by the
participating Holders and by the underwriters), reasonably incurred in
investigating, preparing or defending against any litigation, or investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any such expense
is not paid under subparagraph (i) or (ii) above, PROVIDED THAT the Company
shall not be responsible for the fees and expenses of more than one such counsel
unless the representation of the participating Holders and the underwriters by
the same counsel would be inappropriate due to actual or potential differing
interests between them; PROVIDED, HOWEVER, that this indemnity will not apply to
any loss, liability, claim, damage or expense of any participating Holder or any
underwriter to the extent arising out of an untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by any such participating
Holder or underwriter expressly for use in the Registration Statement (or any
amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto); PROVIDED, FURTHER, that the foregoing
indemnity with respect to any untrue statement or omission or alleged untrue
statement or omission made in a preliminary prospectus shall not inure to the
benefit of any underwriter (or any person controlling such underwriter) from
whom the Person asserting any such loss, liability, claim, damage or expense
purchased any of the securities that are the subject thereof if a copy of the
prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) was not sent or given to such Person, if
such is required by law, at or prior to the written confirmation of the sale of
the securities to such Person and if the prospectus (as so amended or
supplemented) would have cured the defect giving rise to such loss, liability,
claim, damage or expense.

(e) Each participating Holder will agree severally, and not
jointly, to indemnify and hold harmless the Company, its directors, each of its
officers who signed a Registration Statement, each underwriter participating in
such offering and the other participating Holders, and each person, if any, who
controls the Company, any such underwriter and any other participating Holder
within the meaning of Section 15 of the Securities Act, against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in Section 5.2(d), as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the

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Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such
participating Holder expressly for use in the Registration Statement (or any
amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto); PROVIDED, HOWEVER, that the foregoing
indemnity with respect to any untrue statement or omission or alleged untrue
statement or omission made in a preliminary prospectus shall not inure to the
benefit of any underwriter (or any Person controlling such underwriter) from
whom the person asserting any such loss, liability, claim, damage or expense
purchased any of the securities that are the subject thereof if a copy of the
prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) was not sent or given to such Person, if
such is required by law, at or prior to the written confirmation of the sale of
the securities to such Person and if the prospectus (as so amended or
supplemented) would have cured the defect giving rise to such loss, liability,
claim, damage or expense.

(f) The obligations of the Company under Section 5.2(d) and of
the participating Holders under Section 5.2(e) to indemnify any underwriter who
participates in an offering (or any person, if any, controlling such underwriter
within the meaning of Section 15 of the Securities Act) shall be conditioned
upon the agreement by such underwriter to indemnify and hold harmless the
Company, its directors, each of its officers who signed a Registration
Statement, and each participating Holder, and each person, if any, who controls
the Company or any such participating Holder within the meaning of Section 15 of
the Securities Act, against any and all loss, liability, claims, damage and
expense described in the indemnity contained in Section 5.2(d), as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto), or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by such underwriter expressly for use in the
Registration Statement (or any amendment thereto), or any preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).

(g) The parties will agree that each indemnified party will give
prompt notice to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought pursuant to the Underwriting Agreement,
but failure to so notify an indemnifying party shall not relieve it from any
liability which it may have otherwise than on account of such indemnity
agreement. An indemnifying party may participate at its own expense in the
defense of such action. In no event will the indemnifying party or parties be
liable for the fees and expenses of more than one counsel for all indemnified
parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances.

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<PAGE>

(h) In order to provide for just and equitable contribution in
circumstances under which the indemnity provided for above is for any reason
held to be unenforceable although applicable in accordance with its terms, the
Company, the participating Holders and the underwriters shall agree to
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by such indemnity incurred by the Company, the
participating Holders and the underwriters, as incurred, in such proportions
that (i) the underwriters are responsible for that portion represented by the
percentage that the underwriting discount appearing on the cover page of the
prospectus bears to the public offering price appearing thereon, and (ii) the
Company and the participating Holders are responsible for the balance, PROVIDED
THAT each participating Holder shall only be responsible in an amount equal to
that portion of the balance that is in the same proportion to such balance as
the net proceeds to such participating Holder bears to the net proceeds of the
Public Offering, up to an amount equal to the net proceeds realized by such
participating Holder; PROVIDED, FURTHER, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

(i) If the managing underwriter for the Public Offering requests
that the participants in such offering grant the underwriters an over-allotment
or "green shoe" option for the purpose of covering over-allotments that may be
made by the underwriters in connection with such Public Offering, then a portion
of the shares proposed to be sold by each participating Holder, which portion
shall not exceed the maximum amount then permitted by the rules of the National
Association of Securities Dealers, Inc. and shall equal, as nearly as possible,
the portion of the shares proposed to be sold by other sellers in the offering
that is applied to the same purpose, shall be made subject to such
over-allotment option, unless otherwise agreed in the Underwriting Agreement.

Section 5.3. OTHER OBLIGATIONS OF THE COMPANY. In addition, in
connection with any Registration Statement, the Company shall:

(a) Use all reasonable efforts (i) to register or qualify the
shares of Common Stock (including any Warrant Shares) that are the subject of
the Registration Statement, by the time the Registration Statement is declared
effective by the SEC, under all applicable state securities or "Blue Sky" laws
of such jurisdictions as each underwriter, if any, or any participating Holder
shall request in writing, PROVIDED THAT the Company shall not be obligated to
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to subject itself to taxation in
respect of doing business in any jurisdiction in which it is not otherwise so
subject; (ii) to keep each such registration or qualification effective during
the period the Registration Statement is required to be kept effective; and
(iii) to do any and all other acts and things which may be reasonably necessary
or advisable to enable such

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underwriter, if any, and participating Holder to consummate the disposition of
the Common Stock that is the subject of such Registration Statement in each such
jurisdiction; and

(b) Notify the participating Holders (i) when the Registration
Statement has become effective and when any post-effective amendments and
supplements thereto become effective and (ii) if, between the effective date of
the Registration Statement and the closing of any sale of the Common Stock that
is the subject of such Registration Statement, the representations and
warranties of the Company contained in the Underwriting Agreement cease to be
true and correct in all material respects or if the Company receives any
notification with respect to the suspension of the qualification of the Common
Stock that is the subject of such Registration Statement for sale in any
jurisdiction or the initiation of any proceeding for such purpose.

Section 5.4. REPRESENTATIONS OF THE COMPANY. The Company represents
and warrants to, and agrees with, each Holder that:

(a) The Registration Statement and the Prospectus contained
therein, when it becomes effective or is filed with the SEC, as the case may be,
and, at the time of the closing under the Underwriting Agreement will conform in
all material respects to the requirements of the Securities Act and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and at all times subsequent to the effective date of such
Registration Statement when a Prospectus would be required to be delivered under
the Securities Act, other than during a Blackout Period under Section 4.1(d),
such Registration Statement and Prospectus will conform in all material respects
to the requirements of the Securities Act and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing; PROVIDED, HOWEVER, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by any participating Holder or any underwriter expressly for use
therein.

(b) Any documents incorporated by reference in the Prospectus,
when it becomes or became effective or are or were filed with the SEC, as the
case may be, will conform or conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, and none
of such documents will contain or contained an untrue statement of a material
fact or will omit or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; PROVIDED,
HOWEVER, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information

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furnished in writing to the Company by any participating Holder or any
underwriter expressly for use therein.

ARTICLE 6

ADJUSTMENTS

Section 6.1. ADJUSTMENTS. The number of shares of Common Stock
issuable upon exercise of each Warrant shall be subject to adjustment from time
to time as follows:

(a) STOCK DIVIDENDS; STOCK SPLITS; REVERSE STOCK SPLITS;
RECLASSIFICATIONS. In case the Company shall (i) pay a dividend or make any
other distribution with respect to its Common Stock in shares of its capital
stock, (ii) subdivide its outstanding Common Stock, (iii) combine its
outstanding Common Stock into a smaller number of shares or (iv) issue any
shares of its capital stock in a reclassification of the Common Stock (including
any such reclassification in connection with a merger, consolidation or other
business combination in which the Company is the continuing corporation), the
number of shares of Common Stock issuable upon exercise of each Warrant
immediately prior to the record date for such dividend or distribution or the
effective date of such subdivision or combination shall be adjusted so that the
Holder of each Warrant shall thereafter be entitled to receive the kind and
number of shares of Common Stock or other securities of the Company that such
Holder would have owned or have been entitled to receive after the happening of
any of the events described above, had such Warrant been exercised immediately
prior to the happening of such event or any record date with respect thereto.
An adjustment made pursuant to this Section 6.1(a) shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

(b) RIGHTS; OPTIONS; WARRANTS. In case the Company shall issue
rights, options, warrants or convertible or exchangeable securities (other than
a convertible or exchangeable security subject to Section 6.1(a)) to all holders
of its Common Stock, entitling them to subscribe for or purchase Common Stock at
a price per share that is lower (at the record date for such issuance) than the
Current Market Value per share of Common Stock, the number of shares of Common
Stock thereafter issuable upon the exercise of all Warrants then outstanding
shall be determined by multiplying the number of shares of Common Stock
theretofore issuable upon the exercise of all Warrants then outstanding by a
fraction, of which the numerator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights, options, warrants or
convertible or exchangeable securities plus the number of additional shares of
Common Stock offered for subscription or purchase or to be issued upon
conversion or exchange of such convertible or exchangeable securities and of
which the denominator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights, options,

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warrants or convertible or exchangeable securities plus the number of shares of
Common Stock which the aggregate consideration to be received by the Company in
connection with such issuance would purchase at the then Current Market Value
per share of Common Stock.

Any adjustment to the number of shares of Common Stock issuable upon
exercise of all Warrants then outstanding made pursuant to this Section 6.1(b)
shall be allocated among the Warrants then outstanding on a pro rata basis.

For purposes of this Section 6.1(b), the consideration received by the
Company in connection with the issuance of rights, options, warrants or
convertible or exchangeable securities shall be deemed to be the consideration
received by the Company for such rights, options, warrants or convertible or
exchangeable securities, plus the consideration or premiums stated in such
rights, options, warrants or exchangeable securities to be paid for the shares
of Common Stock covered thereby. Any adjustment pursuant to this Section 6.1(b)
shall be made whenever any such rights, options, warrants or convertible or
exchangeable securities are issued, but shall also become effective
retroactively in respect of exercises made between the record dates for the
determination of stockholders entitled to receive such rights, options, warrants
or convertible or exchangeable securities and the date such rights, options,
warrants or convertible or exchangeable securities are issued.

The provisions of this Section 6.1(b) shall not apply to shares issued
to management of the Company pursuant to an employee stock option plan or
similar plan providing for options or other similar rights to purchase (or
issuances pursuant to incentive bonus plans) covering not in the aggregate in
excess of [15%] of the fully diluted shares of Common Stock then outstanding on
the date hereof.

(c) ISSUANCE OF COMMON STOCK AT LOWER VALUES. In case the
Company shall, in a transaction in which Section 6.1(b) is inapplicable, issue
or sell shares of Common Stock or rights, options warrants or convertible or
exchangeable securities containing the right to subscribe for or purchase shares
of Common Stock, at a price per share of Common Stock (determined in the case of
such rights, options, warrants or convertible or exchangeable securities, by
dividing (A) the total amount receivable by the Company in consideration of the
sale and issuance of such rights, options, warrants or convertible or
exchangeable securities, plus the total consideration, if any, payable to the
Company upon exercise, conversion or exchange thereof, by (B) the total number
of shares of Common Stock covered by such rights, options, warrants or
convertible or exchangeable securities) that is lower than the then Current
Market Value per share of the Common Stock in effect immediately prior to such
sale or issuance, then the number of shares of Common Stock thereafter issuable
upon the exercise of all Warrants then outstanding shall be determined by
multiplying the number of shares of Common Stock theretofore issuable upon
exercise of all Warrants then outstanding by a

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fraction, of which the numerator shall be the number of shares of Common Stock
outstanding on the date of issuance of such shares of Common Stock or rights,
options, warrants or convertible or exchangeable securities, plus the number of
additional shares of Common Stock offered for subscription or purchase or to be
issued upon conversion or exchange of such convertible or exchangeable
securities and of which the denominator shall be the number of shares of Common
Stock outstanding on the date of issuance of such shares of Common Stock or
rights, options, warrants or convertible securities, plus the number of
additional shares of Common Stock offered for subscription or purchase or to be
issued upon conversion or exchange of such convertible or exchangeable
securities and of which the denominator shall be the number of shares of Common
Stock outstanding on the date of issuance of such shares of Common Stock or
rights, options, warrants or convertible or exchangeable securities, plus the
number of shares which the aggregate consideration to be received by the Company
in connection with such issuance would purchase at the then Current Market Value
per share of Common Stock.

For the purposes of such adjustments, the shares of Common Stock which
the holder of any such rights, options, warrants or convertible or exchangeable
securities shall be entitled to subscribe for or purchase shall be deemed to be
issued and outstanding as of the date of the sale and issuance of the rights,
warrants or convertible or exchangeable securities and the consideration
received by the Company therefor shall be deemed to be the consideration
received by the Company for such rights, options, warrants or convertible or
exchangeable securities, plus the consideration or premiums stated in such
rights, options, warrants or convertible or exchangeable securities to be paid
for the shares of Common Stock covered thereby.

In case the Company shall issue and sell shares of Common Stock or
rights, options, warrants or convertible or exchangeable securities containing
the right to subscribe for or purchase shares of Common Stock for a
consideration consisting, in whole or in part, of property other than cash or
its equivalent, then in determining the "price per share of Common Stock" and
the "consideration" receivable by or payable to the Company for purposes of the
first sentence of this Section 6.1(c), the Board of Directors of the Company
shall determine, in good faith, the fair value of such property. In case the
Company shall issue and sell rights, options, warrants or convertible or
exchangeable securities containing the right to subscribe for or purchase shares
of Common Stock, together with one or more other securities as part of a unit at
a price per unit, then in determining the "price per share of Common Stock" and
the "consideration" receivable by or payable to the Company for purposes of the
first sentence of this Section 6.1(c), the Board of Directors of the Company
shall determine, in good faith, the fair value of the rights, options, warrants
or convertible or exchangeable securities then being sold as part of such unit.

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Any adjustment to the number of shares of Common Stock issuable upon
exercise of all Warrants then outstanding made pursuant to this Section 6.1(c)
shall be allocated among each Warrant then outstanding on a pro rata basis.

(d) DISTRIBUTIONS OF DEBT, ASSETS, SUBSCRIPTION RIGHTS OR
CONVERTIBLE SECURITIES. In case the Company shall fix a record date for the
making of a distribution to all holders of shares of its Common Stock of
evidences of indebtedness of the Company, assets or securities (excluding those
referred to in Section 6.1(a), (b) and (c)) (any such evidences of indebtedness,
assets or securities, the "assets or securities"), then, at the election of the
Company, either (i) the number of shares of Common Stock issuable after such
record date upon exercise of each Warrant shall be adjusted by multiplying the
number of shares of Common Stock issuable upon the exercise of such Warrant
immediately prior to such record date by a fraction, the numerator of which
shall be the then Current Market Value per share of Common Stock on the record
date for such distribution and the denominator of which shall be the then
Current Market Value per share of Common Stock on the record date for such
distribution less an amount equal to the then fair value (as determined by the
Independent Financial Expert, except for immaterial amounts which may be
determined by the Board of Directors of the Company acting in good faith) of the
assets or securities applicable to one share of Common Stock, or (ii) adequate
provision shall be made so that the Holder of each Warrant then outstanding
shall have the right to receive, in addition to shares of Common Stock (in the
event of an exercise of the Warrants) or the repurchase price (in the event of a
repurchase of the Warrants), at the election of the Company, either (A) the
assets or securities to which such Holder would have been entitled as a holder
of Common Stock if such Holder had exercised his Warrants immediately prior to
the record date for such distribution or (B) the cash equivalent of such assets
or securities.

If the Company elects to adjust the number of shares of Common Stock
issuable upon the exercise of the Warrants pursuant to clause (i) above, such
adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of distribution retroactive to the record date for
the determination of stockholders entitled to receive such distribution;
PROVIDED, HOWEVER, that the Company shall deliver to any Holder who exercises a
Warrant after any such record date, but prior to the related distribution, a due
bill or other appropriate instrument evidencing such Holder's right to receive
such distribution upon its occurrence.

Notwithstanding the foregoing, the Company shall not elect the
adjustment provided for in clause (i) above if the then fair value (as
determined by the Independent Financial Expert) of the assets or securities
applicable to one share of Common Stock is equal to or greater than the then
Current Market Value per share of Common Stock on the record date of such
distribution.

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(e) EXPIRATION OF RIGHTS, OPTIONS AND CONVERSION PRIVILEGES.
Upon the expiration of any rights, options, warrants or conversion or exchange
privileges that have previously resulted in an adjustment hereunder, if any
thereof shall not have been exercised, the number of shares of Common Stock
issuable upon the exercise of each Warrant shall, upon such expiration, be
readjusted and shall thereafter, upon any future exercise, be such as they would
have been had they been originally adjusted (or had the original adjustment not
been required, as the case may be) as if (i) the only shares of Common Stock so
issued were the shares of Common Stock, if any, actually issued or sold upon the
exercise of such rights, options, warrants or conversion or exchange rights and
(ii) such shares of Common Stock, if any, were issued or sold for the
consideration actually received by the Company upon such exercise plus the
consideration, if any, actually received by the Company for issuance, sale or
grant of all such rights, options, warrants or conversion or exchange rights
whether or not exercised; PROVIDED THAT no such readjustment shall have the
effect of decreasing the number of shares issuable upon exercise of each Warrant
by a number, in excess of the number of the adjustment initially made in respect
to the issuance, sale or grant of such rights, options, warrants or conversion
or exchange rights.

(f) CURRENT MARKET VALUE. For the purposes of any computation
under this Article 6, the Current Market Value per share of Common Stock or of
any other equity security (herein collectively referred to as a "security") as
of the date herein specified shall be:

(i) if the security is not registered under the Exchange
Act, the value of the security (A) determined in good faith in the most recently
completed arm's-length transaction between the Company and an unaffiliated third
party in which such determination is necessary and the closing of which shall
have occurred within the six months preceding such date, (B) if no such
transaction shall have occurred within such six-month period, determined as of a
date within the six months preceding such date by an Independent Financial
Expert in accordance with the criteria for such valuation set out in
Section 6.2, but giving effect to any discount attributable to any lack of
liquidity of the Common Stock (in the event of more than one such determination,
the determination for the later date shall be used) or (C) if no such
determination shall have been made within such six-month period, determined as
of such date by an Independent Financial Expert in accordance with the criteria
for such valuation set out in Section 6.2, but giving effect to any discount
attributable to any lack of liquidity of the Common Stock; PROVIDED, HOWEVER,
that in determining the value of the Common Stock under Section 6.5, if the
foregoing subparagraphs (A) and (B) shall not be applicable, the Current Market
Value per share of Common Stock shall be determined in good faith by the Board
of Directors of the Company, or

(ii) if the security is registered under the Exchange Act,
deemed to be the average of the daily market prices of the security for the ten
consecutive

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trading days immediately preceding the day as of which "Current Market Value" is
being determined or, if the security has been registered under the Exchange Act
for less than ten consecutive trading days before such date, then the average of
the daily market prices for all of the trading days before such date for which
daily market prices are available. The market price for each such trading day
shall be: (A) in the case of a security listed or admitted to trading on any
securities exchange, the closing price, regular way, on such day, or if no sale
takes place on such day, the average of the closing bid and asked prices on such
day, (B) in the case of a security not then listed or admitted to trading on any
securities exchange, the last reported sale price on such day, or if no sale
takes place on such day, the average of the closing bid and asked prices on such
day, as reported by a reputable quotation source designated by the Company,
(C) in the case of a security not then listed or admitted to trading on any
securities exchange and as to which no such reported sale price or bid and asked
prices are available, the average of the reported high bid and low asked prices
on such day, as reported by a reputable quotation service, or a newspaper of
general circulation in the Borough of Manhattan, City and State of New York,
customarily published on each Business Day, designated by the Company, or if
there shall be no bid and asked prices on such day, the average of the high bid
and low asked prices, as so reported, on the most recent day (not more than ten
days prior to the date in question) for which prices have been so reported, and
(D) if there are no bid and asked prices reported during the ten days prior to
the date in question, the Current Market Value of the security shall be
determined as if the security were not registered under the Exchange Act.

(g) DE MINIMIS ADJUSTMENTS. Except as provided in
Section 6.1(c), with reference to adjustments required by such Section 6.1(c),
no adjustment in the number of shares of Common Stock issuable hereunder shall
be required unless such adjustment would required an increase or decrease of at
least one percent (1%) in the number of shares of Common Stock issuable upon the
exercise of each Warrant, PROVIDED, HOWEVER, that any adjustments which by
reason of this Section 6.1(g) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
shall be made to the nearest [one-thousandth] of a share.

Section 6.2. VALUATION OF COMMON STOCK. (a) The value of the
Common Stock shall be determined by an Independent Financial Expert, which shall
be selected by the Board of Directors of the Company, and retained on customary
terms and conditions, using one or more valuation methods that the Independent
Financial Expert, in its best professional judgment, determines to be most
appropriate but without giving effect to any discount attributable to any lack
of liquidity of the Common Stock or to the fact that the Company may have no
class of equity securities registered under the Exchange Act. The Company shall
cause the Independent Financial Expert to deliver to the Company, with a copy to
the Warrant Agent, a value report (the "Value Report") stating the methods of
valuation considered or used and the value of the Common Stock as of the
valuation date,

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and containing a statement as to the nature and scope of the examination or
investigation upon which the determination of value was made. The Independent
Financial Expert shall consult with management of the Company in order to allow
management to comment on the Independent Financial Expert's valuation. The
Independent Financial Expert may revise its Value Report based on such
consultation. If the Independent Financial Expert becomes aware of any material
changes since the valuation date, after reasonable inquiry with respect thereto,
in the business, financial condition or prospects of the Company, such
Independent Financial Expert shall specify such material changes in the Value
Report. Any Value Report or revision thereof shall be deemed final unless
revised within five days after delivery to the Company. The Warrant Agent shall
furnish a copy of the Value Report to each Holder as soon as practicable after
receipt thereof.

(b) The Independent Financial Expert shall not be liable to the
Company or the Holders for the contents of the Value Report if the Independent
Financial Expert shall have prepared such Value Report in good faith.

(c) The Independent Financial Expert shall be compensated by the
Company for the opinions and services it provides as an Independent Financial
Expert.

Section 6.3. NOTICE OF ADJUSTMENT. Whenever the number of shares of
Common Stock or other stock or property issuable upon the exercise of each
Warrant is adjusted, as herein provided, the Company shall cause the Warrant
Agent promptly to mail in accordance with Section 9.3 to each Holder notice of
such adjustment or adjustments and shall deliver to the Warrant Agent a
certificate of a firm of independent public accountants selected by the Board of
Directors of the Company (who may be the regular accountants employed by the
Company) setting forth the number of shares of Common Stock or other stock or
property issuable upon the exercise of each Warrant after such adjustment,
setting forth a brief statement of the facts requiring such adjustment and
setting forth the computation by which such adjustment was made. The Warrant
Agent shall be entitled to rely on such certificate and shall be under no duty
or responsibility with respect to any such certificate, except to exhibit the
same from time to time to any Holder desiring an inspection thereof during
reasonable business hours. The Warrant Agent shall not at any time be under any
duty or responsibility to any Holders to determine whether any facts exist that
may require any adjustment of the number of shares of Common Stock or other
stock or property issuable on exercise of the Warrants, or with respect to the
nature or extent of any such adjustment when made, or with respect to the method
employed in making such adjustment or the validity or value (or the kind or
amount) of any shares of Common Stock or other stock or property which may be
issuable on exercise of the Warrants. The Warrant Agent shall not be
responsible for any failure of the Company to make any cash payment or to issue,
transfer or deliver any shares of Common Stock or stock certificates or other
common stock or properties upon the exercise of any Warrant.

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Section 6.4. STATEMENT ON WARRANTS. Irrespective of any adjustment
in the number or kind of shares issuable upon the exercise of the Warrants,
Warrants theretofore or thereafter issued may continue to express the same price
and number and kind of shares as are stated in the Warrants initially issuable
pursuant to this Agreement.

Section 6.5. FRACTIONAL INTERESTS. The Company shall not be
required to issue fractional shares of Common Stock on the exercise of Warrants.
If more than one Warrant shall be presented for exercise in full at the same
time by the same Holder, the number of full shares of Common Stock which shall
be issuable upon such exercise thereof shall be computed on the basis of the
aggregate number of shares of Common Stock acquirable on exercise of the
Warrants so presented. If any fraction of a share of Common Stock would, except
for the provisions of this Section 6.5 be issuable on the exercise of any
Warrant (or specified portion thereof), the Company shall pay an amount in cash
calculated by it to be equal to the then Current Market Value per share of
Common Stock multiplied by such fraction computed to the nearest whole cent.
The Holders, by their acceptance of the Warrant Certificates, expressly waive
any and all rights to receive any fraction of a share of Common Stock or a stock
certificate representing a fraction of a share of Common Stock.

ARTICLE 7

WARRANT AGENT

Section 7.1. NATURE OF DUTIES AND RESPONSIBILITIES ASSUMED. The
Company hereby appoints the Warrant Agent to act as agent of the Company as set
forth in this Agreement. The Warrant Agent hereby accepts the appointment as
agent of the Company and agrees to perform that agency upon the terms and
conditions herein set forth, by all of which the Company and the Holders, by
their acceptance thereof, shall be bound. The Warrant Agent shall not by
countersigning Warrant Certificates or by any other act hereunder be deemed to
make any representations as to validity or authorization of the Warrants or the
Warrant Certificates (except as to its countersignature thereon) or of any
securities or other property delivered upon exercise or tender of any Warrant,
or as to the accuracy of the computation of the number or kind or amount of
stock or other securities or other property deliverable upon exercise of any
Warrant, the independence of any Independent Financial Expert or the correctness
of the representations of the Company made in such certificates that the Warrant
Agent receives. The Warrant Agent shall not have any duty to calculate or
determine any adjustments with respect to the kind and amount of shares or other
securities or any property receivable by Holders upon the exercise or tender of
Warrants required from time to time, and the Warrant Agent shall have no duty or
responsibility in determining the accuracy or correctness of such calculation.
The Warrant Agent shall not (i) be liable for any recital or statement of fact
contained herein or in the Warrant Certificates or for any action taken,
suffered or omitted by it in good faith on the belief that any Warrant
Certificate or any other

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documents or any signatures are genuine or properly authorized, (ii) be
responsible for any failure on the part of the Company to comply with any of its
covenants and obligations contained in this Agreement or in the Warrant
Certificates or (iii) be liable for any act or omission in connection with this
Agreement except for its own negligence or willful misconduct. The Warrant
Agent is hereby authorized to accept instructions with respect to the
performance of its duties hereunder from the Chairman of the Board, any Vice
Chairman, the Chief Executive Officer, the President, any Vice President or the
Secretary of the Company and to apply to any such officer for instructions
(which instructions will be promptly given in writing when requested) and the
Warrant Agent shall not be liable for any action taken or suffered to be taken
by it in good faith in accordance with the instructions of any such officer, but
in its discretion the Warrant Agent may in lieu thereof accept other evidence of
such or may require such further or additional evidence as it may deem
reasonable.

The Warrant Agent may execute and exercise any of the rights and
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys, agents or employees, provided reasonable care has been
exercised in the selection and in the continued employment of any such attorney,
agent or employee. The Warrant Agent shall not be under any obligation or duty
to institute, appear in or defend any action, suit or legal proceeding in
respect hereof, unless first indemnified to its satisfaction, but this provision
shall not affect the power of the Warrant Agent to take such action as the
Warrant Agent may consider proper, whether with or without such indemnity. The
Warrant Agent shall promptly notify the Company in writing of any claim made or
action, suit or proceeding instituted against it arising out of or in connection
with this Agreement.

The Company will perform, execute, acknowledge and deliver or cause to
be performed, executed, acknowledged and delivered all such further acts,
instruments and assurances as may reasonably be required by the Warrant Agent in
order to enable it to carry out or perform its duties under this Agreement.

The Warrant Agent shall act solely as agent of the Company hereunder.
The Warrant Agent shall have no duties except for such duties as are
specifically set forth herein, and no implied covenants or obligations shall be
read into this Agreement against the Warrant Agent, whose duties and obligations
shall be determined solely by the express provisions hereof.

Section 7.2. RIGHT TO CONSULT COUNSEL. The Warrant Agent may at any
time consult with legal counsel satisfactory to it (who may be legal counsel for
the Company), and the Warrant Agent shall incur no liability or responsibility
to the Company or to any Holder for any action taken, suffered or omitted by it
in good faith in accordance with the opinion or advice of such counsel.

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Section 7.3. COMPENSATION AND REIMBURSEMENT. The Company agrees to
pay to the Warrant Agent from time to time compensation for all services
rendered by it hereunder as the Company and the Warrant Agent may agree from
time to time, and to reimburse the Warrant Agent for reasonable expenses and
disbursements incurred in connection with the execution and administration of
this Agreement (including the reasonable compensation and the expenses of its
counsel), and further agrees to indemnify the Warrant Agent for, and to hold it
harmless against, any loss, liability or expense incurred without negligence,
bad faith or willful misconduct on its part, arising out of or in connection
with the acceptance and administration of this Agreement, including the costs
and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder.

Section 7.4. WARRANT AGENT MAY HOLD COMPANY SECURITIES. The Warrant
Agent and any stockholder, director, officer or employee of the Warrant Agent
may buy, sell or deal in any of the Warrants or other securities of the Company
or its Affiliates or become pecuniarily interested in transactions in which the
Company or its Affiliates may be interested, or contract with or lend money to
the Company or its Affiliates or otherwise act as fully and freely as though it
were not the Warrant Agent under this Agreement. Nothing herein shall preclude
the Warrant Agent from acting in any other capacity for the Company or for any
other legal entity.

Section 7.5. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
(a) No resignation or removal of the Warrant Agent and no appointment of a
successor warrant agent shall become effective until the acceptance of
appointment by the successor warrant agent as provided herein. The Warrant
Agent may resign its duties and be discharged from all further duties and
liability hereunder (except liability arising as a result of the Warrant Agent's
own negligence or willful misconduct) after giving at least 60 days written
notice to the Company. The Company may remove the Warrant Agent upon written
notice, and the Warrant Agent shall thereupon in like manner be discharged from
all further duties and liabilities hereunder, except as aforesaid. The Warrant
Agent shall, at the Company's expense, cause to be mailed (by first-class mail,
postage prepaid) to each Holder at his last address as shown on the Warrant
Register a copy of said notice of resignation or notice of removal, as the case
may be. Upon such resignation or removal, the Company shall appoint in writing
a new warrant agent. If the Company shall fail to make such appointment within
a period of 30 days after it has been notified in writing of such resignation by
the resigning Warrant Agent or after such removal, then any Holder may apply to
any court of competent jurisdiction for the appointment of a new warrant agent.
Any new warrant agent, whether appointed by the Company or by such a court,
shall be a corporation doing business under the laws of the United States or any
state thereof, in good standing and having a combined capital and surplus of not
less than $50,000,000. The combined capital and surplus of any such new warrant
agent shall be deemed to be the combined capital and surplus as set forth in the
most recent annual report of its condition published by such warrant agent prior
to its appointment, PROVIDED

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THAT such reports are published at least annually pursuant to law or to the
requirements of a federal or state supervising or examining authority. After
acceptance in writing of such appointment by the new warrant agent, it shall be
vested with the same powers, rights, duties and responsibilities as if it had
been originally named herein as the Warrant Agent, without any further
assurance, conveyance, act or deed; but if for any reason it shall be necessary
or expedient to execute and deliver any further assurance, conveyance, act or
deed, the same shall be done at the expense of the Company and shall be legally
and validly executed and delivered by the resigning or removed Warrant Agent.
Not later than the effective date of any such appointment, the Company shall
give notice thereof to the resigning or removed Warrant Agent. Failure to give
any notice provided for in this Section 7.5, however, or any defect therein,
shall not affect the legality or validity of the resignation of the Warrant
Agent or the appointment of a new warrant agent, as the case may be.

(b) Any corporation into which the Warrant Agent or any new
warrant agent may be merged or any corporation resulting from any consolidation
to which the Warrant Agent or any new warrant agent shall be a party, shall be a
successor Warrant Agent under this Agreement without any further act, PROVIDED
THAT such corporation would be eligible for appointment as successor to the
Warrant Agent under the provisions of Section 7.5(a). Any such successor
Warrant Agent shall promptly cause notice of its succession as Warrant Agent to
be mailed (by first-class mail, postage prepaid) to each Holder of a Warrant at
such Holder's last address as shown on the Warrant Register.

ARTICLE 8

COVENANTS OF THE COMPANY

Section 8.1. RESERVATION OF COMMON STOCK FOR ISSUANCE ON AND
OBLIGATION TO REGISTER UPON EXERCISE OF WARRANTS. (a) The Company covenants
that it will at all times reserve and keep available, free from pre-emptive
rights, out of its authorized but unissued Common Stock, solely for the purpose
of issue upon exercise of Warrants as herein provided, such number of shares of
Common Stock as shall then be issuable upon the exercise of all outstanding
Warrants. The Company covenants that all shares of Common Stock which shall be
so issuable shall, upon such issue, be duly and validly issued and fully paid
and non-assessable.

(b) To the extent required by applicable law and notwithstanding the
provisions of Section 4.1, the Company will register or otherwise qualify the
issuance of any Warrant Shares upon exercise of the Warrants pursuant to the
provisions of the Securities Act and any other applicable federal or state
securities laws.

Section 8.2. NOTICE OF DIVIDENDS. At any time when the Company
declares any dividend on its Common Stock, it shall give notice to the Holders
of all then

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outstanding Warrants of any such declaration not less than 30 days prior to the
related record date for payment of the dividend so declared.

Section 8.3. REPORTS TO HOLDERS. Whether or not the Company is
subject to Section 13(a) or 15(d) of the Exchange Act, the Company will, to the
extent permitted under the Exchange Act, file with the SEC the annual reports,
quarterly reports and other documents which the Company would have been or is
required to file with the SEC pursuant to such Section 13(a) or 15(d) if the
Company were or is so subject, such documents to be filed with the SEC on or
prior to the respective dates (the "Required Filing Dates") by which the Company
would have been or is required so to file such documents if the Company were or
is so subject. The Company will also in any event (x)(i) within 15 days of each
Required Filing Date file with the Warrant Agent copies of the annual reports,
quarterly reports and other documents which the Company would have been or is
required to file, as the case may be, with the SEC pursuant to Section 13(a) or
15(d) of the Exchange Act if the Company were or is subject to such Section and
(ii) within the earlier of 30 days after the filing of such report or other
document with the Warrant Agent and 45 days of each such Required Filing Date
transmit such report or document by mail to all Holders, as their names and
addresses appear in the Warrant Register, without cost to such Holders and
(y) if filing such documents by the Company with the SEC is not permitted under
the Exchange Act, promptly upon written request supply copies of such documents
to any prospective Holder at the Company's cost.

ARTICLE 9

MISCELLANEOUS

Section 9.1. MONEY AND OTHER PROPERTY DEPOSITED WITH THE WARRANT
AGENT. Any moneys, securities or other property which at any time shall be
deposited by the Company or on its behalf with the Warrant Agent pursuant to
this Agreement shall be and are hereby assigned, transferred and set over to the
Warrant Agent in trust for the purpose for which such moneys, securities or
other property shall have been deposited; but such moneys, securities or other
property need not be segregated from other funds, securities or other property
except to the extent required by law. The Warrant Agent shall distribute any
money deposited with it for payment and distribution to the Holders by mailing
in accordance with Section 9.3 a check in such amount as is appropriate, to each
such Holder at the address shown on the Warrant Register, or as it may be
otherwise directed in writing by such Holder, upon surrender of such Holder's
Warrants or Warrant Certificates, as the case may be. Any money deposited with
the Warrant Agent for payment and distribution to the Holders that remains
unclaimed for two years after the date the money was deposited with the Warrant
Agent shall be paid to the Company upon its request therefor.

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Section 9.2. PAYMENT OF TAXES. The Company shall pay all taxes
(other than income taxes) and other governmental charges that may be imposed on
the Company or on the Warrants or on any securities deliverable upon exercise of
Warrants with respect thereto. The Company shall not be required, however, to
pay any tax or other charge imposed in connection with any transfer involved in
the issue of any certificate for shares of Common Stock or other securities
underlying the Warrants or payment of cash to any Person other than the Holder
of a Warrant Certificate surrendered upon the exercise or purchase of a Warrant,
and in case of such transfer or payment, the Warrant Agent and the Company shall
not be required to issue any stock certificate or pay any cash until such tax or
charge has been paid or it has been established to the Warrant Agent's and the
Company's satisfaction that no such tax or other charge is due.

Section 9.3. NOTICES. (a) Except as otherwise provided in
Section 9.3(b), any notice, demand or delivery authorized by this Agreement
shall be sufficiently given or made when mailed if sent by first-class mail,
postage prepaid, addressed to any Holder at such Holder's address shown on the
Warrant Register and to the Company or the Warrant Agent as follows:

If to the Company International Controls Corp.
2016 North Pitcher Street
Kalamazoo, MI 49007
Attention: President

If to the Warrant Agent American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
Attention: Vice President

or such other address as shall have been furnished to the party giving or making
such notice, demand or delivery.

(b) Any notice required to be given by the Company to the
Holders pursuant to this Agreement shall be made by mailing by registered mail,
return receipt requested, to the Holders at their respective addresses shown on
the Warrant Register. The Company hereby irrevocably authorizes the Warrant
Agent, in the name and at the expense of the Company, to mail any such notice
upon receipt thereof from the Company. Any notice that is mailed in the manner
herein provided shall be conclusively presumed to have been duly given when
mailed, whether or not the Holder receives the notice.

SECTION 9.4. APPLICABLE LAW. THIS AGREEMENT AND EACH WARRANT ISSUED
HEREUNDER AND ALL RIGHTS ARISING HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK,

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WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Section 9.5. PERSONS BENEFITTING. This Agreement shall be binding
upon and inure to benefit of the Company and the Warrant Agent, and their
respective successors, assigns, beneficiaries, executors and administrators, and
the Holders. Nothing in this Agreement is intended or shall be construed to
confer upon any Person, other than the Company, the Warrant Agent and the
Holders, any right, remedy or claim under or by reason of this Agreement or any
part hereof.

Section 9.6. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together constitute one and the same instrument.

Section 9.7. AMENDMENTS. The Company may, without the consent of
the Holders, by supplemental agreement or otherwise, make any changes or
corrections in this Agreement that it shall have been advised by counsel (a) are
required to cure any ambiguity or to correct or supplement any provision herein
which may be defective or inconsistent with any other provision herein or
(b) add to the covenants and agreements of the Company for the benefit of the
Holders, or surrender any rights or power reserved to or conferred upon the
Company in this Agreement; PROVIDED THAT in each case such changes or
corrections shall not adversely affect the interests of the Holders in any
material respect. The Warrant Agent shall join with the Company in the
execution and delivery of any such supplemental agreements unless it adversely
affects the Warrant Agent's own rights, duties or immunities hereunder, in which
case the Warrant Agent may, but shall not be required to, join in such execution
and delivery.

Section 9.8. HEADINGS. The descriptive headings of the Sections of
this Agreement are inserted for convenience and shall not control or affect the
meaning or construction of any of the provisions hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.

INTERNATIONAL CONTROLS CORP.

By _____________________________________
Name:
Title

AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent

By _____________________________________
Name:
Title

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EXHIBIT A

[FORM OF WARRANT CERTIFICATE]

[FACE]

CUSIP # [ ]

[ ] Warrants

WARRANT CERTIFICATE

INTERNATIONAL CONTROLS CORP.

This Warrant Certificate certifies that [ ], or
registered assigns, is the registered holder of [ ] Warrants (the "Warrants")
to purchase shares of Common Stock, par value $0.01 per share (the "Common
Stock"), of INTERNATIONAL CONTROLS CORP., a Florida corporation (the "Company").
Each Warrant entitles the holder to purchase from the Company at any time on or
after the Exercisability Date referred to on the reverse hereof to 5:00 p.m.,
New York City time, on _____________ ___, 1999 (the "Expiration"), ____ fully
paid and non-assessable shares of Common Stock at the exercise price (the
"Exercise Price") of $0.01 per share upon surrender of this Warrant Certificate
and payment of the Exercise Price at any office or agency maintained for that
purpose by the Company (the "Warrant Agent Office"), subject to the conditions
set forth herein and in the Warrant Agreement. The Exercise Price may be
payable by certified check or official bank check or by such other means as is
acceptable to the Company in the lawful currency of the United States of America
which as of the date of payment is legal tender for payment of public or private
debts. The Company has initially designated the corporate trust office of the
Warrant Agent in the Borough of Manhattan, The City of New York, as the initial
Warrant Agent Office. The number of shares (and to the extent applicable, other
securities or property) issuable upon exercise of the Warrants is subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.

Any Warrants not exercised on or prior to 5:00 p.m., New York City
time, on ______________ ___, 1999 shall thereafter be void.

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

This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent, as such term is used in the Warrant Agreement.

A-1
<PAGE>

THIS WARRANT CERTIFICATE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.

WITNESS the facsimile seal of the Company and facsimile signatures of
its duly authorized officers.

Dated:

INTERNATIONAL CONTROLS CORP.

By: __________________________
Title
Attest:

By: ___________________________
Title

Countersigned:

AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent

By: ___________________________
Authorized Signature

A-2
<PAGE>

[FORM OF WARRANT CERTIFICATE]

[REVERSE]

INTERNATIONAL CONTROLS CORP.

The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring at 5:00 p.m., New York City time, on
________________ ___, 1999 (the "Expiration Date"), each of which represents the
right to purchase from the Company at any time on a Business Day (as defined
below) or after the Exercisability Date (as defined below) and on or prior to
the Expiration Date ____ fully paid and non-assessable shares of Common Stock of
the Company (and any other securities or property purchasable upon exercise of
such Warrant at the time of such exercise as provided in the Warrant Agreement)
(and for purposes hereof all references to "Common Stock" shall include such
securities or property), subject to adjustment as set forth in the Warrant
Agreement, at the Exercise Price. The Warrants are issued pursuant to a Warrant
Agreement dated as of _________________ ___, 1994 (the "Warrant Agreement"),
duly executed and delivered by the Company to American Stock Transfer & Trust
Company, as Warrant Agent (the "Warrant Agent"), which Warrant Agreement is
hereby incorporated by reference in and made a part of this instrument and is
hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the Holders (the words "Holders" or "Holder" meaning the registered holders
or registered holder) of the Warrants.

"Exercisability Date" means the date of the occurrence of an Exercise
Event. "Exercise Event" means ______________, 1999 or the earlier occurrence of
(i) a Change of Control or (ii) a Public Offering.

"Business Day" shall mean any day on which (i) banks in New York City,
(ii) the principal national securities exchange or market (if any) on which the
Common Stock is listed or admitted to trading and (iii) the principal national
securities exchange or market (if any) on which the Warrants are listed or
admitted to trading are open for business.

Warrants may be exercised by (i) surrendering at any Warrant Agent
Office this Warrant Certificate with the form of Election to Exercise set forth
hereon duly completed and executed and (ii) paying in full the Exercise Price
for each such Warrant exercised and any other amounts required to be paid
pursuant to the Warrant Agreement.

If all of the items referred to in the preceding paragraph are
received by the Warrant Agent at or prior to 2:00 p.m., New York City time, on a
Business Day, the exercise of the Warrant to which such items relate will be
effective on such Business Day. If any items referred to in the preceding
paragraph are received after 2:00 p.m.,

A-3
<PAGE>

New York City time, on a Business Day, the exercise of the Warrants on the
Expiration Date, if all of the items referred to in the preceding paragraph are
received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on
such Expiration Date, the exercise of the Warrants to which such items relate
will be effective on the Expiration Date.

As soon as practicable after the exercise of any Warrant or Warrants,
the Company shall issue or cause to be issued to or upon the written order of
the Holder of this Warrant Certificate, a certificate or certificates evidencing
the share or shares of Common Stock to which such holder is entitled, in fully
registered form, registered in such name or names as may be directed by such
Holder pursuant to the Election to Exercise as set forth on the reverse of this
Warrant Certificate. Such certificate or certificates evidencing such Common
Stock shall be deemed to have been issued and any persons who are designated to
be named therein shall be deemed to have become the holder of record of such
Common Stock as of the close of business on the exercise date.

The Company will not be required to issue fractional shares of Common
Stock upon exercise of the Warrants or distribute stock certificates that
evidence fractional shares of Common Stock. In lieu of fractional shares of
Common Stock, there shall be paid to the Holder of this Warrant Certificate at
the time such Warrant Certificate is exercised an amount in cash equal to the
same fraction of the Current Market Value (as defined in the Warrant Agreement)
per share on the Business Day preceding the date this Warrant Certificate is
surrendered for exercise.

Warrant Certificates, when surrendered at any office or agency
maintained by the Company for the purpose by the Holder thereof in person or by
legal representative or attorney duly authorized in writing, may be exchanged
for a new Warrant Certificate or new Warrant Certificates evidencing in the
aggregate a like number of Warrants, in the manner and object to the limitations
provided in the Warrant Agreement, without charge except for any tax or other
governmental charge imposed in connection therewith.

Upon due presentment for registration of transfer of this Warrant
Certificate at any office or agency maintained by the Company for that purpose,
a new Warrant Certificate evidencing in the aggregate a like number of Warrants
shall be issued to the transferee in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge
except for any tax or other governmental charge imposed in connection therewith.

In the event of a merger, consolidation, sale of assets or other
business combination by the Company with one or more persons (other than a
wholly owned subsidiary of the Company) in which consideration is distributed to
the holders of the Common Stock in exchange for all or substantially all of
their equity interest in the Company (a "Non-Surviving Combination"), the Holder
hereof will be entitled to receive

A-4
<PAGE>

the shares of stock or other securities or other property (including any money)
as it would have received had the Holder exercised its Warrants immediately
prior to such Non-Surviving Combination or, if applicable, the record date
therefor.

Under certain circumstances, the Holder hereof may require the Company
to register such Holder's shares of Common Stock to which such Holder is
entitled upon exercise of any of the Warrants represented by this Warrant
Certificate in connection with a Public Offering.

The Company and the Warrant Agent may deem and treat the Holder hereof
as the absolute owner of this Warrant Certificate (notwithstanding any notation
of ownership or further writing hereon made by anyone) for the purpose of any
exercise hereof and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.

A-5
<PAGE>

(FORM OF ELECTION TO EXERCISE)

(To be executed upon exercise of Warrants on the exercise date)

The undersigned hereby irrevocably elects to exercise ___________ of
the Warrants represented by this Warrant Certificate and purchase the whole
number of shares of Common Stock issuable upon the exercise of such Warrants and
herewith tenders payment for such shares in the amount of $_______ in cash or by
certified or official bank check, in accordance with the terms hereof. The
undersigned requests that a certificate representing such shares be registered
in the name _______________________ whose address is
______________________________________________ and that such certificate be
delivered to _______________________________________ whose address is
__________________________. Any cash payments to be paid in lieu of a
fractional share of Common Stock should be made to _________________ whose
address is _____________________________ and the check representing payment
thereof should be delivered to ________________________ whose address is
_________________.

Dated _____________________, 19____

Name of Holder of
Warrant Certificate: ____________________________________________
(Please Print)

Tax Identification or
Social Security Number: _________________________________________

Address: ________________________________________________________
________________________________________________________
________________________________________________________

Signature: ______________________________________________________

Note: The above signature must correspond with the name as
written upon the face of this Warrant Certificate in
every particular, without alteration or enlargement
or any change whatever and if the certificate
representing the Common Stock or any Warrant
Certificate representing Warrants not exercised is
to be registered in a name other than that in which
this Warrant Certificate is registered, or if any
cash payment to be paid in lieu of a fractional
share is to be made to a person other than the
registered holder of this Warrant Certificate, the
signature of the

A-6
<PAGE>

holder hereof must be guaranteed as provided in the
Warrant Agreement.

Dated _____________________, 19____

Signature: ______________________________________________________

Note: The above signature must correspond with the name as
written upon the face of this Warrant Certificate in
every particular, without alteration or enlargement
or any change whatever.

Signature Guaranteed: ___________________________________________

A-7
<PAGE>

[FORM OF ASSIGNMENT]

FOR VALUE RECEIVED the undersigned hereby sells, assigns, and
transfers unto the Assignee(s) named below (including the undersigned with
respect to any Warrants constituting a part of the Warrants evidenced by the
Warrant Certificate not being assigned hereby) all of the rights of the
undersigned under the Warrant Certificate, with respect to the number of
Warrants set forth below:

Social Security
or other
identifying
Names of number of Number of
Assignees Address Assignee(s) Warrants
- --------- ------- --------------- ---------

and does hereby irrevocably constitute and appoint ________________________ the
undersigned's attorney to make such transfer on the books of International
Controls Corp. maintained for that purpose with full power of substitution in
the premises.

Dated: ___________________, 19___

Signature: ______________________________________________________

Note: The above signature must correspond with the name as
written upon the face of this Warrant Certificate in
every particular, without alteration or enlargement
or any change whatever.

Signature Guaranteed: ___________________________________________

<PAGE>

EXHIBIT 10.37 - ESCROW AGREEMENT

ESCROW DEPOSIT AGREEMENT

BETWEEN

INTERNATIONAL CONTROLS CORP.

AND

FIRST FIDELITY BANK, NATIONAL ASSOCIATION

AS ESCROW AGENT

DATED AS OF _________ , 1994

<PAGE>

TABLE OF CONTENTS

PAGE

Recitals ........................................ 1

SECTION 1. Pledge of Proceeds...................... 1

SECTION 2. Notice of Repayment or Redemption....... 2

SECTION 3. Special Escrow Fund..................... 2

SECTION 4. Application of Moneys on Deposit in
ICC Escrow Fund......................... 2

SECTION 5. Payment of Obligations.................. 3

SECTION 6. Irrevocable Deposit; Relinquishment
of Rights of the Company................ 3

SECTION 7. Liability of Agent...................... 3

SECTION 8. Termination; Income from Authorized
Investments............................. 4

SECTION 9. Fees of Agent........................... 4

SECTION 10. Duties of Agent; Evidence Upon Which
Agent May Act; Replacement of Agent..... 4

SECTION 11. Amendments.............................. 5

SECTION 12. Severability............................ 6

SECTION 13. Governing Law .......................... 6

SECTION 14. Counterparts............................ 6

i
<PAGE>

SECTION 15. Section Headings........................ 6

SECTION 16. Binding Effect, etc..................... 7

SECTION 17. Notices................................. 7

ii
<PAGE>

ESCROW DEPOSIT AGREEMENT

Escrow Deposit Agreement (the "Escrow Agreement") dated as of
_______ __, 1994 between International Controls Corp., a Florida corporation
(the "Company"), and First Fidelity Bank, National Association, as escrow agent
(the "Agent").

W I T N E S S E T H:

WHEREAS, the Company has issued on the date hereof pursuant to a
registration statement on Form S-1 under the Securities Act of 1933 (the
"Offerings"): (i) $165,000,000 principal amount of __% Senior Secured Notes
due 2002 and (ii) Units consisting of an aggregate of $100,000,000 principal
amount of ___% Senior Subordinated Secured Notes due 2004 and warrants to
purchase ___ shares of common stock, par value $0.01 per share (the "Shares"),
of the Company.

WHEREAS, the Company has determined that it is in the best interests
of the Company to provide for the repayment or redemption, as the case may be,
of certain, indebtedness [and other obligations] of the Company [and its
subsidiaries] as listed on Schedule I hereto (including interest accrued thereon
to the date of repayment or redemption, any prepayment penalties and any other
required payments thereunder) (the "Obligations"); and

WHEREAS, the Company has elected to deposit part of the proceeds from
the Offerings with an escrow agent in an amount sufficient to pay the
Obligations in full when they become due; and

WHEREAS, the Agent has agreed to act as escrow agent in connection
with the repayment or redemption, as the case may be, of the Obligations in
accordance with the terms and conditions specified in the instruments and
agreements listed on Schedule I hereto (the "Agreements");

NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants set forth herein, the Company and the Agent agree as follows:

SECTION 1. PLEDGE OF PROCEEDS. The Company hereby irrevocably
deposits with the Agent, in a fiduciary capacity for the benefit of the holders
of the Obligations (the "Holders"), and irrevocably appropriates and sets aside

<PAGE>

$ ______________ , including any additional deposits made in accordance with
this Escrow Agreement (the "Deposit"), exclusively for the repayment or
redemption, as the case may be, of the Obligations, which Deposit (and any
interest or other income earned thereon) is hereby pledged to, and for the sole
benefit of, the Holders.

The Agent hereby acknowledges receipt of the Deposit which shall be
deposited by the Agent in the ICC Escrow Fund (as defined in Section 3 hereof).
The Company represents and warrants that the amount of the Deposit is sufficient
to pay all the Obligations when due, without anticipating any interest or other
income being earned on the Deposit and understands that the Holders of the
Obligations are relying upon such representations and warranties.

SECTION 2. NOTICE OF REPAYMENT OR REDEMPTION. The Company represents
to the Agent that it is, simultaneously with the delivery of the Deposit to the
Agent, giving irrevocable notice of repayment or redemption, as the case may be,
to the Holders that has resulted in payments being required to be made to the
Holders in the amounts and on the dates set forth on Schedule I hereto under the
headings Amount and Payment Date, respectively.

SECTION 3. SPECIAL ESCROW FUND. There is hereby established and
created with the Agent a special and irrevocable fund designated the
"International Controls Corp. Escrow Fund" (the "ICC Escrow Fund") to be held in
the custody of the Agent as a special escrow fund, separate and apart from all
other funds of the Company or the Agent, solely for the benefit of the Holders.
All Deposits and Authorized Investments (as defined in Section 4(b) hereof) set
aside and held in the ICC Escrow Fund shall be applied to, and applied solely
for, the repayment or redemption, as the case may be, of the Obligations and as
otherwise provided herein.

SECTION 4. APPLICATION OF MONEYS ON DEPOSIT IN ICC ESCROW FUND.
(a) Deposits in the ICC Escrow Fund shall not be invested at any time in any
securities or other investments other than the Authorized Investments (as
defined in Section 4(b) hereof).

(b) The Agent shall act as custodian of the ICC Escrow Fund and
shall, at the written direction of the Company, invest and reinvest the ICC
Escrow Fund solely in the following investments, which constitute Authorized
Investments hereunder: (i) direct obligations of the United States Government
(or agencies or instrumentalities thereof), provided that such securities are
obligations to which the full faith and credit of the United States of America
has been pledged; (ii) certificates of deposit, time deposits or other interest-
bearing deposits of commercial banks having total capital and surplus of at
least $500,000,000 or (iii) the Agent's U.S. Treasury fund provided that such
fund maintains the highest ratings established by each of Moody's and Standard &
Poor's, in

-2-
<PAGE>

each case with a maturity or maturities that would permit the Agent to make cash
payments to repay or redeem, as the case may be, the Obligations on the various
payment dates listed on Schedule I hereto in accordance with Section 5 hereof.
The Agent shall have no responsibility for the determination of such investments
and shall have no liability for any investment losses resulting from the
investment, reinvestment, sale or liquidation of the ICC Escrow Fund, except in
the case of its own gross negligence or willful misconduct.

(c) Except as otherwise specifically provided herein, the Company
covenants and agrees that the Agent shall have full and complete control and
authority over and with respect to the ICC Escrow Fund and the moneys deposited
therein and that the Company shall not exercise any control or authority over or
with respect to the ICC Escrow Fund or the moneys deposited therein.

SECTION 5. PAYMENT OF OBLIGATIONS. On each of the payment dates
listed on Schedule I hereto, the Agent shall apply sufficient funds, to the
extent available, from the funds held in the ICC Escrow Fund to the payment in
full of the applicable Obligation (as such payment is directed to be made on
Schedule I hereto under the heading Method of Payment); provided, however, that
the Company may direct the Agent to make an earlier payment in full of any
particular Class of Obligations (as such Classes of Obligations are defined on
Schedule I) if all Holders of Obligations included within such Class of
Obligations are paid in full on the same date and the aggregate amount of the
payments made to such Holders on the earlier payment date is less than or equal
to the sum of money deposited on behalf of such Holders as set forth on
Schedule I. To the extent sufficient funds are not available, the Company
agrees to deposit the necessary funds in the ICC Escrow Fund in order for such
Obligation to be paid in full on the payment dates specified on Schedule 1
hereto and understands that the Holders of the Obligations are relying upon such
agreement.

SECTION 6. IRREVOCABLE DEPOSIT; RELINQUISHMENT OF RIGHTS OF THE
COMPANY. (a) The Deposit being made into the ICC Escrow Fund shall constitute
an irrevocable deposit solely for the payment of the Obligations, and solely for
the benefit of the Holders thereof pursuant to the terms of this Escrow
Agreement.

(b) The Company hereby agrees that it shall not have any beneficial
interest in, or rights to, the Deposit or proceeds thereof (or interest or other
income earned thereon) on deposit in the ICC Escrow Fund (whether in the form of
cash, Authorized Investments or otherwise) or payments made therefrom so long as
any of the Obligations or any amounts owing to the Agent hereunder remain
unpaid.

SECTION 7. LIABILITY OF AGENT. The liability of the Agent to make
the payments required by this Escrow Agreement with respect to the Obligations
shall be

-3-
<PAGE>

limited to application of the funds deposited with it hereunder. The Agent
shall not be liable for any loss resulting from any investment made in
compliance with the provisions of this Escrow Agreement.

SECTION 8. TERMINATION; INCOME FROM AUTHORIZED INVESTMENTS. (a) This
Escrow Agreement shall terminate when all Obligations to the Holders shall have
been paid to the Holders and all fees and expenses of the Agent shall have been
paid in full.

(b) Upon termination of this Escrow Agreement in accordance with the
provisions of subsection (a) of this Section 8, any funds in the ICC Escrow Fund
(including income from all Authorized Investments) shall be promptly paid to the
Company upon the direction of the Company.

SECTION 9. FEES OF AGENT. (a) The Company shall pay upon request all
compensation and expenses of the Agent, including, without limitation,
reasonable compensation for all services rendered by the Agent in the execution,
exercise and performance of any of the duties to be exercised or performed by it
pursuant to the provisions of this Escrow Agreement (including reasonable
counsel fees and expenses). Attached hereto as Schedule II is the Agent's fee
schedule. The Agent shall be entitled to indemnity from the Company against any
and all losses, claims, liabilities or expenses incurred on the part of the
Agent arising out of or in connection with the acceptance or administration of
its powers and duties under this Escrow Agreement, including the cost and
expense of defending against any such loss, claim or liability, other than
losses, claims, liabilities or expenses arising out of the Agent's gross
negligence or willful misconduct.

(b) Except for the cash management fee which may be paid out of the
interest earned on the funds in the ICC Escrow Fund (but not under any
circumstances out of the original principal amount of such funds) as expressly
set forth on Schedule II, the Agent has no right to payment for its fees,
compensation and expenses from the ICC Escrow Fund so long as all of the
Obligations shall not have been paid in full.

(c) All of the rights, entitlements, and protections provided to the
Agent in this Section 9 shall survive its resignation or termination of this
Escrow Agreement, whether by payment of the Obligations or otherwise.

SECTION 10. DUTIES OF AGENT; EVIDENCE UPON WHICH AGENT MAY ACT;
REPLACEMENT OF AGENT. (a) The duties and obligations of the Agent hereunder
shall be determined solely by the express provisions of this Escrow Agreement,
and the Agent shall not be liable except for the performance of its duties and
obligations as specifically set forth herein and to act in good faith in the
performance thereof, and no implied duties, covenants or obligations shall be
incurred by the Agent other than those specified herein,

-4-
<PAGE>

and the Agent shall be protected when acting or omitting to act in good faith
upon the advice of counsel, who may be counsel to the Company.

(b) Subject to the requirement under subsection (a) of this Section
10 to act in good faith, the Agent may conclusively rely, as to the correctness
of statements, conclusions and opinions therein, upon any certificate, report,
opinion or other document furnished to the Agent pursuant to any provision of
this Escrow Agreement. Any request, consent, certificate, notice, appointment
or other direction made or given by the Company to the Agent shall be deemed to
have been sufficiently made or given by the proper party or parties if executed
by an authorized officer of the Company on behalf of the Company.

(c) The Agent may resign and be discharged of its duties as agent
hereunder by giving written notice of such intention to resign to an authorized
officer of the Company; provided, however, that such resignation shall not
become effective until the later of (i) ten (10) days after the giving of such
notice and (ii) a successor shall have been appointed and the funds held by the
Agent in the ICC Escrow Fund have been transferred to such successor agent. Any
such successor agent shall be a commercial bank having total capital and surplus
of at least $500,000,000. If no successor shall have been appointed within ten
(10) days after the giving of the aforementioned notice, the Agent may petition
any court of competent jurisdiction for the appointment of such successor.

(d) The recitals contained herein shall be taken as the statements of
the Company and the Agent assumes no responsibility for their correctness. The
Agent makes no representation as to the validity or sufficiency of this Escrow
Agreement or of the Deposit in the ICC Escrow Fund.

(e) The Agent may consult with counsel and the advice of such counsel
shall be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

SECTION 11. AMENDMENTS. This Escrow Agreement shall not be repealed,
revoked, altered or amended or any provisions thereof waived as to any of the
Obligations without the written consent of all Holders of each such Obligation,
the written consent of the Agent and the written consent of the Company;
PROVIDED, HOWEVER, that the Company and the Agent may, without the consent of,
or notice to, the Holders, enter into such agreements supplemental to this
Escrow Agreement as shall not adversely affect the rights of the Holders, for
any one or more of the following purposes:

(a) to cure any ambiguity, defect or omission in this Escrow
Agreement; or

-5-
<PAGE>

(b) to grant to, or confer upon the Agent for the benefit of, the
Holders any additional rights, remedies, powers or authority that may lawfully
be granted to, or conferred upon, the Agent.

The Agent may, but shall not be obligated to, enter into any such amendment or
supplement to this Escrow Agreement which affects the Agent's own rights, duties
or immunities under this Escrow Agreement or otherwise. The Company shall
provide the Agent with an opinion of counsel that any such amendment or
supplement does not adversely affect the rights of the Holders.

SECTION 12. SEVERABILITY. If any one or more of the covenants or
agreements provided in this Escrow Agreement on the part of the Company or the
Agent to be performed should be determined by a court of competent jurisdiction
to be contrary to law, such covenant or covenants, or such agreement or
agreements, or such portions thereof, shall be deemed severable from the
remaining covenants and agreements or portions thereof provided in this Escrow
Agreement and the invalidity thereof shall in no way affect the validity of
other provisions of this Escrow Agreement, but the Holders shall retain all the
rights and benefits accorded them hereunder and under applicable provisions of
law.

If any provisions of this Escrow Agreement shall be held or deemed to
be or shall, in fact, be inoperative or unenforceable or invalid as applied in
any particular case in any jurisdiction or jurisdictions or in all
jurisdictions, or in all cases because it conflicts with 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 or invalid in any other case or circumstance, or of rendering any
other provision or provisions herein contained inoperative or unenforceable or
invalid to any extent whatever.

SECTION 13. GOVERNING LAW. This Escrow Agreement shall be construed
and interpreted in accordance with the laws of the State of New York, without
regard to its conflict of law principles.

SECTION 14. COUNTERPARTS. This Escrow Agreement may be executed in
several counterparts, all or any of which shall be regarded for all purposes as
one original and shall constitute and be one and the same instrument.

SECTION 15. SECTION HEADINGS. The headings of the several Sections
hereof and the Table of Contents appended hereto shall be solely for convenience
of reference and shall not affect the meaning, construction, interpretation or
effect of this Escrow Agreement.

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<PAGE>

SECTION 16. BINDING EFFECT, ETC. This Escrow Agreement shall be
binding upon the parties hereto and their respective successors, legal
representatives and permitted assigns.

SECTION 17. NOTICES. Any notices or other communications to be given
hereunder by any party hereto to the other party shall be in writing and shall
be given by delivery in person, by electronic facsimile transmission or other
standard forms of written telecommunications, by overnight courier or by
registered or certified mail, postage prepaid, as follows:

if to the Company, to:
International Controls Corp.
2016 North Pitcher Street
Kalamazoo, Michigan 49007
Telecopy number: (616) 343-6823
Attention: David R. Markin

with a copy to:

Hutton Ingram Yuzek Gainen Carroll & Bertolotti
250 Park Avenue
New York, New York 10177
Telecopy number: (212) 907-9681
Attention: Paulette Kendler, Esq.

if to the Agent, to:
First Fidelity Bank, National Association
765 Broad Street, C76505
Newark, New Jersey 07102
Telecopy number: (201) 430-4963
Attention: Corporate Trust Department

Directions from the Company to the Agent to be given under the terms of this
Escrow Agent shall only be made on behalf of the Company by the following
persons ( or such additional persons as may be appointed by any of the persons
named below or their appointees by written notice to the Agent):

David R. Markin
Jay H. Harris

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<PAGE>

IN WITNESS WHEREOF, the parties have each caused this Escrow Agreement
to be executed by their duly authorized officers as of the date first above
written.

INTERNATIONAL CONTROLS CORP.

By
--------------------------------------------------
Name:
Title:

FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, as Agent

By
--------------------------------------------------
Name:
Title:

-8-
<PAGE>

SCHEDULE I

OBLIGATIONS*

OBLIGATION HOLDER AMOUNT PAYMENT DATE METHOD OF PAYMENT
<S> <C> <C> <C> <C>

</TABLE>

S-1

<PAGE>

SCHEDULE II

AGENT FEE SCHEDULE

SEE ATTACHED ESCROW AGREEMENT FEE AGREEMENT

S-II

<PAGE>

SETTLEMENT AGREEMENT
--------------------

THIS SETTLEMENT AGREEMENT (this "Agreement") is entered into as of
June 21, 1994 among JOHN GARAMENDI, as Insurance Commissioner of the State of
California, solely in his capacity as conservator, rehabilitator and liquidator
(the "Rehabilitator") of Executive Life Insurance Company ("ELIC"), and the BASE
ASSETS TRUST (the "Trust"), on the one hand, and CHECKER MOTORS CO., L.P., a
Delaware limited partnership (the "Partnership"), CHECKER MOTORS CORPORATION, a
New Jersey corporation and the general partner of the Partnership ("Motors"),
CHECKER HOLDING CORP. III, a Delaware corporation ("Holding"), and INTERNATIONAL
CONTROLS CORP., a Florida corporation ("ICC"; the Partnership, Motors, Holding
and ICC being hereinafter referred to as the "Checker Entities", jointly, and
"Checker Entity", separately), on the other hand.

RECITALS
--------

WHEREAS, by order of the Superior Court for the County of Los Angeles
County (the "Court") on April 11, 1991, the Rehabilitator was appointed
conservator of ELIC; and

WHEREAS, the Checker Entities and ELIC are parties to an Amended and
Restated Partnership Agreement dated the 5th day of March, 1986, as amended on
July 28, 1989 and purportedly on June 25, 1991 (the "Partnership Agreement");
and

<PAGE>

WHEREAS, the Checker Entities have filed a claim with the Insurance
Commissioner in Michigan, as ancillary receiver of ELIC (the "Ancillary
Receiver"); and

WHEREAS, the Rehabilitator has filed a lawsuit against the Checker
Entities in the Court, in Case No. BS 006912 in which, among other things, the
Rehabilitator has challenged the enforceability of the purported June 25, 1991
amendment to the Partnership Agreement and the claim filed with the purported
Ancillary Receiver (the "Lawsuit"); and

WHEREAS, certain disputes have arisen as to the relative rights of
certain of the Checker Entities, on the one hand, and the Rehabilitator, ELIC
and the Trust, on the other hand, in the Partnership, certain of which disputes
are being litigated in the Court; and

WHEREAS, the Checker Entities, the Rehabilitator, ELIC and the Trust
desire to end the litigation and settle their disputes on the terms and
conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Checker Entities and the Rehabilitator and
the Trust hereby agree as follows:

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<PAGE>

ARTICLE I

DEFINITIONS
-----------

1.1 DEFINITIONS. Capitalized terms used herein without definition
shall have the meanings ascribed thereto in the Partnership Agreement.

ARTICLE II

SALE OF INTERESTS
-----------------

2.1 INTERESTS TO BE SOLD. Subject to the terms and conditions of
this Agreement, at the closing of the transactions contemplated by this
Agreement (the "Closing"), the Rehabilitator and the Trust shall sell, assign,
transfer and deliver to Motors or another Checker Entity designated by Motors,
and Motors or such designee shall purchase from the Rehabilitator and the Trust,
the entire interest of the Rehabilitator, ELIC and the Trust in the Partnership
(including, without limitation, the Limited Partner's Capital Account, the
Excess Capital Account and their interest, if any, in the assets, the earnings
and the Profits of the Partnership, in each case past, present or future) (the
"Interest"), which shall be delivered by the Rehabilitator, ELIC and the Trust
free and clear of any liens, claims, charges or encumbrances of any nature
whatsoever, for a purchase price of $37,000,000 (the "Purchase Price").

2.2 CLOSING. The Closing will take place on the date (the "Closing
Date") immediately following, and, unless waived by the Checker Entities, is
expressly conditioned on, the

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<PAGE>

closing of and receipt of the cash proceeds of (i) the sale by ICC of
$140,000,000 principal amount of its Senior Secured Notes due 2002 and of
125,000 Units, each Unit consisting of $1,000 of ICC's Senior Subordinated Notes
due 2004 and a warrant to purchase 4.25 shares of ICC's common stock (the
"Offerings") and (ii) the initial borrowing by ICC and its subsidiaries pursuant
to a loan agreement between ICC and NBD Bank, N.A., as Agent for certain lenders
(the "Borrowing"), providing for a term loan in the amount of $50,000,000 and a
revolving credit loan in the amount of $95,000,000. At the Closing:

(a) the Checker Entities shall deliver to the Trust the
Purchase Price by wire transfer of funds;

(b) the Rehabilitator and the Trust shall deliver to Motors an
Assignment of Partnership Interest (the "Assignment") in the form attached
hereto as Exhibit A;

(c) the Checker Entities and the Rehabilitator shall execute
the Stipulation of Dismissal (the "Stipulation") in the form attached hereto as
Exhibit B, which shall be filed promptly by the Rehabilitator;

(d) the Checker Entities shall execute and deliver to the
Rehabilitator the Withdrawal of Claim (the "Withdrawal of Claim") in the form
attached hereto as Exhibit C (which shall be filed by the Rehabilitator
immediately following the filing of the Stipulation) and, regardless of whether
such Withdrawal of Claim is filed, shall agree to take no further action to
pursue such claim; and

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<PAGE>

(e) the Checker Entities, on the one hand, and the
Rehabilitator and the Trust, on the other hand, shall each execute and deliver
to the other a Release in the form attached hereto as Exhibit D or E, as
appropriate.

2.3 FURTHER COVENANTS AND ASSURANCES. (a) After the Closing, the
Rehabilitator, the Trust and the Checker Entities shall from time to time
execute and deliver such other instruments and documents and take such other
actions as each may reasonably request to evidence and consummate the
transactions contemplated by this Agreement.

(b) At any time after the Closing, Motors may transfer all of
the assets, business and operations of the Partnership, as substantially
constituted on the date of this Agreement and as those assets or proceeds of
those assets may be constituted following replacement, retirement or
substitution in the ordinary course of business ("Partnership Assets"), to
Motors and/or one or more corporations or partnerships entirely owned and
controlled by Motors and/or its wholly-owned subsidiaries ("Partnership
Successors"); provided that such corporation(s) or partnership(s) (i) (if other
than Motors) are established solely for the purpose of owning and operating the
Partnership Assets and carrying on the Partnership business, (ii) shall not,
until the expiration of five years from the Closing Date, acquire or carry on
any business or operations of a type not currently being carried on by the
Partnership, (iii) shall maintain books and records reasonably necessary or
appropriate to enable Motors to perform its obligations under this Paragraph
2.3, and (iv) (if

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<PAGE>

other than Motors) shall assume all obligations of Motors hereunder.

(c) Until the expiration of five years from the Closing Date
(i) without the prior written consent of the Trust, neither any of the Checker
Entities, any Motors designee that acquires all or any portion of the Interest
under this Agreement, nor any Partnership Successor or other transferee of
Partnership Assets (other than transferees in the ordinary course of business)
shall enter into, become a party to, or become liable in respect of, any
contract, agreement or undertaking with any Affiliate except in the ordinary
course of business and on terms not less favorable to such person than those
which could be obtained if such contract, agreement or undertaking were an arm's
length transaction with a person other than an Affiliate. (The foregoing,
however, shall not apply to such contracts, agreements and undertakings set
forth in Schedule I hereto, which are in effect on the date of this Agreement);
and (ii) the Checker Entities shall, and any Partnership Successor shall be
required to covenant and agree to, operate the businesses of the Partnership in
good faith and exercising reasonable business judgment.

For purposes of this clause (c), the term "Affiliate" shall
mean (A) any person controlling, controlled by or under common control with any
other person, where "control" (including "controlled by" and "under common
control with") means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such person,
whether through the ownership of voting securities or other-

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<PAGE>

wise; or (B) any person having beneficial ownership of 5% or more of any of the
Checker Entities, any Motors designee that acquires the Interest under this
Agreement, or any Partnership Successor.

(d) (i) If a Triggering Event (as defined below) occurs
within five years of the Closing Date, Motors, at its own cost, shall promptly
calculate, in accordance with the provisions of and as if the Partnership had
continued operating under the Partnership Agreement (the "Calculation"), the
capital accounts of Motors and ELIC (A) without giving effect to dispositions of
assets contemplated by Section 2.3(b) of this Agreement, (B) as if the
Partnership had continued in accordance with the Partnership Agreement and ELIC
had remained the sole participating Limited Partner in good standing as a
Limited Partner at all relevant times (without regard to any alleged defaults
with respect thereto) and Motors the sole General Partner from the date of
inception of the Partnership until the date of the Triggering Event and,
consistent therewith, by including any and all allocations of Net Income and Net
Loss that would have been allocated to ELIC as a Limited Partner, pursuant to
the Partnership Agreement, from the inception of the Partnership to the date of
the Triggering Event, which allocations shall be added to or subtracted from
ELIC's Capital Account, as appropriate and without duplication; (C) without
increasing or decreasing ELIC's Capital Account or any distributions as a result
of the addition or withdrawal of any Partners with respect to the Partnership;
and (D) without reduction of ELIC's Capital Account for the Purchase Price. The
Rehabilitator and the Trust shall

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<PAGE>

then be entitled to a payment from the Checker Entities, each being jointly and
severally liable therefor, in addition to the payment of the Purchase Price
received on the Closing Date, equal to the positive difference between (x) the
amount of ELIC's Capital Account (as calculated under the terms of this
Agreement) on the date of the Triggering Event and (y) the future value of the
Purchase Price, calculated at 15% per annum from the Closing Date to the date of
the Triggering Event. All payments hereunder shall be made in cash only and
shall be payable to the Trust. If the consideration received by the Checker
Entities upon the consummation of a Triggering Event includes property or
securities other than cash, such property or securities shall be valued in good
faith by the board of directors of Motors at their fair market value for
purposes of determining the amount to which the Trust is entitled.

(ii) Motors or the Partnership Successor, as the case may
be, shall deliver the Calculation to the Rehabilitator and the Trust, together
with a report (the "Report") of the independent accountants of the Partnership
confirming that the Calculation complies with the provisions of the Partnership
Agreement as in effect on the date hereof, with such modification thereto as are
set forth in clause (i) above. In the event that the Rehabilitator or the Trust
notifies Motors in writing, within 30 days of its receipt of the Calculation and
the Report, that it does not agree with the Calculation, then the Rehabilitator
and/or the Trust may select an independent accountant to review the Calculation.
ICC and Motors agree to co-operate fully with

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<PAGE>

the Trust's and the Rehabilitator's independent accountant by, among other
things, making available to such independent accountant all documents, including
books, records, financial statements and workpapers relating to the Triggering
Event, the Calculation, all assumptions used in making the Calculation and the
financial condition of the Partnership (or its successor) from the Closing Date
to the date of the Triggering Event. In the event that the Trust's and the Re-
habilitator's independent accountant's calculation of the amount due to ELIC
differs from the amount included in the Calculation by more than five percent
and the parties cannot resolve the difference within twenty-one days, then the
parties agree to resolve the dispute in the following manner. The respective
independent accountants for the Checker Entities and the Rehabilitator/Trust
shall appoint a mutually acceptable independent accountant ("Umpire"), who shall
have forty-five days to resolve the dispute, and whose decision shall be final,
binding and not appealable to any court or other forum. If the respective
independent accountants for the Checker Entities and Rehabilitator/Trust,
however, are unable to agree upon the selection of an Umpire, then the New York
office of the largest firm of independent auditors which does not provide
services to any of the parties to this Agreement shall serve as the Umpire. If
the Umpire is retained pursuant to this section, its cost shall be borne by the
party whose independent accountant was not within ten percent of the Umpire's
calculation. If both parties were within ten percent of the Umpire's calcu-
lation, then each side will bear half of the Umpire's costs. Nothing con-

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<PAGE>

tained in the foregoing shall be deemed to prevent the Checker Entities from
consummating the Triggering Event, and the acceptance by the Trust of any
payment upon consummation of a Triggering Event shall not be deemed a waiver of
its right to challenge the Calculation in the manner set forth herein.

(e) A "Triggering Event" shall refer to any or all of the
following:

(i) at any time prior to the transfer of the Partnership
Assets from the Partnership to one or more Partnership Successors pursuant to
Section 2.3(b) hereof, upon (A) a sale or other transfer of all or substantially
all of the Partnership Assets, whether in a single sale or transfer or as a
result of more than one sale or transfer that results in the aggregate in the
sale or transfer of all or substantially all of the Partnership Assets, or (B)
any transfer by ICC of any immediate or mediate ownership of any Partner,
directly or indirectly, whether as a result of a change of ownership or control,
merger, consolidation, reorganization or other change of corporate form, sale of
all or substantially all of the assets of such Partner or any other disposition
with respect to such Partner, provided that a Triggering Event shall not occur
upon any such transfer under (B) above if such transfer would have been per-
mitted by Section 8.2 of the Partnership Agreement or otherwise under the
Partnership Agreement and if the transferee expressly agrees in writing to be
bound by the terms and conditions of this Agreement; or

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<PAGE>

(ii) at any time upon or after the transfer of the
Partnership Assets from the Partnership to one or more Partnership Successors,
upon (A) a sale of all or substantially all of the Partnership Assets by any
Partnership Successor, any of the Checker Entities or any wholly-owned
subsidiary thereof, whether in a single sale or transfer or as a result of more
than one sale or transfer that results in the aggregate in a sale or transfer of
all or substantially all of the Partnership Assets; or (B) any transfer of the
immediate or mediate ownership of any Partnership Successor, any of the Checker
Entities or any wholly-owned subsidiary thereof, directly or indirectly, whether
as a result of a change of ownership or control, merger, consolidation,
reorganization or other change of corporate form, that removes from ICC's direct
or indirect ownership all or substantially all of the Partnership Assets.
Notwithstanding the foregoing, neither the sale to the public of the securities
of ICC, any Checker Entity, or any Partnership Successor nor the sale or other
transfer by any shareholder of ICC of shares of ICC stock shall constitute a
Triggering Event.

(f) If the Closing shall not have occurred on or before
September 30, 1994, then, after such date, the Rehabilitator and the Trust shall
have the right to sell the Interest or any part thereof to any person on such
terms and conditions as the Rehabilitator and the Trust may deem appropriate in
accordance with the provisions hereof. The Rehabilitator and the Trust shall
deliver written notice to Motors not less than forty-five days prior to the
closing of the

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<PAGE>

proposed sale describing the terms and conditions thereof ("Notice of Third
Party Sale"). Motors shall have the right, by notifying the Rehabilitator and
the Trust in writing within fifteen days from the date of the Notice of Third
Party Sale, to purchase the Interest, or portion so offered, on the same terms
and conditions set forth in the Notice of Third Party Sale ("Election Notice"),
and shall thereby be contractually bound to purchase the Interest, or portion
thereof proposed to be sold, on those terms and conditions. If Motors does not
deliver the Election Notice to the Rehabilitator and the Trust or if Motors
otherwise fails to close the transactions under the Election Notice within
thirty days from the date of the Election Notice, notwithstanding anything in
this Agreement or in the Partnership Agreement to the contrary, the
Rehabilitator and the Trust shall have the right to dispose of the Interest, or
portion thereof proposed to be sold, substantially on the terms and conditions
set forth in the Notice of Third Party Sale. If for any reason any proposed
sale shall not be completed, this Agreement (including this Section) shall
continue to remain in full force and effect between the parties hereto.

(g) Notwithstanding any transfer of Partnership Assets or any
transfer of the assets, ownership or control of Motors, any Motors designee that
acquires the Interest under this Agreement, or any Partnership Successor, ICC
shall remain jointly and severally obligated under this Agreement with Motors,
any Motors designee that acquires the Interest under this Agreement,

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<PAGE>

any Partnership Successor, or any of their respective successors or assigns.

(h) The Checker Entities agree that until the Closing Date
they shall continue to make quarterly payments in the same amount as have been
made since June 1991, which payments shall not reduce the Purchase Price.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
-----------------------------
OF THE CHECKER ENTITIES
-----------------------

Each of the Checker Entities hereby represents and warrants to the
Rehabilitator and the Trust as follows:

3.1 AUTHORITY. Such Checker Entity has the corporate or
partnership power and authority to execute and deliver this Agreement and
perform its obligations hereunder.

3.2 BINDING EFFECT. This Agreement has been duly and validly
authorized, executed and delivered by such Checker Entity and constitutes the
legal, valid and binding obligation of such Checker Entity, enforceable against
such Checker Entity in accordance with its terms. Neither the execution and
delivery of this Agreement by such Checker Entity, nor the consummation by it of
the transactions contemplated hereby, nor compliance by it with any of the
provisions hereof will (i) conflict with or result in a breach of any provision
of such entity's Certificate of Incorporation or Bylaws or the Partnership
Agreement, (ii) conflict with or result in the breach of any term, condition or
provision of, or constitute a default under, upon the giving of

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<PAGE>

notice or the termination, cancellation or acceleration with respect to, or
result in the creation of any lien, charge or encumbrance upon any property or
assets of such Checker Entity pursuant to, or otherwise require the consent of
any Person under, any agreement or obligation to which such Checker Entity is a
party or by which any of its properties or assets may be bound, or (iii) violate
or conflict with (or require any filing, notification, report, approval or other
similar matter under) any laws applicable to such Checker Entity or any of its
properties or assets.

3.3 NO CONTRAVENTION OF OFFERINGS OR BORROWING. The execution,
delivery and performance by Motors of this Agreement shall not conflict with or
result in a default under, with the passage of time, the giving of notice, or
both, any material agreement, indenture, instrument or other document pertaining
to the Offerings, or the Borrowing to which any of the Checker Entities is a
party or by which any of their properties are bound.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
---------------------------------
THE REHABILITATOR AND THE TRUST
-------------------------------

4.1 The Rehabilitator hereby represents and warrants to the
Checker Entities as follows:

4.1.1 AUTHORITY. The Rehabilitator has full power and
authority to execute and deliver this Agreement and perform his obligations
hereunder.

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<PAGE>

4.1.2 BINDING EFFECT. This Agreement has been duly and
validly authorized by any and all parties whose authorization is required by the
laws of the State of California and by the Court, and has been duly executed and
delivered by the Rehabilitator and constitutes the legal, valid and binding
obligation of the Rehabilitator and ELIC enforceable against the Rehabilitator
and ELIC in accordance with its terms. Neither the execution and delivery of
this Agreement by the Rehabilitator, nor the consummation by the Rehabilitator
of the transactions contemplated hereby, nor compliance by the Rehabilitator
with any of the provisions hereof will (i) conflict with or result in the breach
of any term, condition or provision of, or constitute a default under, upon the
giving of notice or the lapse of time or otherwise, give rise to any right of
termination, cancellation or acceleration with respect to, or result in the
creation of any lien, charge or encumbrance upon any property or assets of ELIC
pursuant to, or otherwise require the consent of any Person under, any agreement
or obligation to which the Rehabilitator or ELIC is a party or by which any of
ELIC's properties or assets may be bound, or (ii) violate or conflict with (or
require any filing, notification, report, approval (including, without limi-
tation, Court consent or approval) or other similar matter under) any laws
applicable to the Rehabilitator or ELIC or any of ELIC's properties or assets.

4.2 The Trust hereby represents and warrants to the Checker
Entities as follows:

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<PAGE>

4.2.1 AUTHORITY. The Trust has full power and authority to
execute and deliver this Agreement and perform its obligations hereunder.

4.2.2 BINDING EFFECT. This Agreement has been duly and
validly authorized, executed and delivered by the Trust and constitutes the
legal, valid and binding obligation of the Trust enforceable against the Trust
in accordance with its terms. Neither the execution and delivery of this
Agreement by the Trust, nor the consummation by the Trust of the transactions
contemplated hereby, nor compliance by the Trust with any of the provisions
hereof will (i) conflict with or result in the breach of any term, condition or
provision of, or constitute a default under, upon the giving of notice or the
lapse of time or otherwise, give rise to any right of termination, cancellation
or acceleration with respect to, or result in the creation of any lien, charge
or encumbrance upon any property or assets of the Trust pursuant to, or
otherwise require the consent of any Person under, any agreement or obligation
to which the Trust is a party or by which any of the Trust's properties or
assets may be bound, or (ii) violate or conflict with (or require any filing,
notification, report, approval (including, without limitation, Court consent or
approval) or other similar matter under) any laws applicable to the Trust or any
of the Trust's properties or assets.

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<PAGE>

ARTICLE V

CONDITIONS TO THE OBLIGATIONS
-----------------------------
OF THE CHECKER ENTITIES
-----------------------

The obligation of the Checker Entities to consummate the transactions
contemplated by this Agreement is subject to the satisfaction or waiver on or
before the day of the Closing (the "Closing Date") of each of the following
conditions:

5.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Rehabilitator and the Trust contained herein shall be true and
accurate in all material respects at and as of the date when made and at and as
of the Closing Date as though such representations and warranties were made at
and as of such date.

5.2 PERFORMANCE. The Rehabilitator and the Trust shall have per-
formed and complied with all agreements, obligations and conditions required by
this Agreement to be performed or complied with by them on or prior to the
Closing Date.

5.3 CERTIFICATES. The Rehabilitator and the Trust shall have fur-
nished the Checker Entities with such certificates to evidence compliance with
the conditions set forth in this Article V as may be reasonably requested by the
Checker Entities.

5.4 OPINION OF COUNSEL. The Rehabilitator and the Trust shall have
furnished the Checker Entities with an opinion of counsel in form reasonably
acceptable to the Checker Entities covering the matters set forth on Exhibits F-
1 and F-2, respectively, annexed hereto.

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<PAGE>

5.5 DELIVERIES COMPLETE. The Rehabilitator and the Trust shall
have delivered the Assignment and the Stipulation.

5.6 TRANSFER TAXES. The Rehabilitator and the Trust shall have
provided the Checker Entities with evidence satisfac-tory to them of the payment
of, or the non-liability of the Checker Entities for, any transfer, stamp or
other similar taxes payable in connection with the transfer of the Interest
pursuant to this Agreement.

5.7 CLOSING OF THE OFFERINGS. ICC shall have received the proceeds
of the Offering and the Borrowing.

5.8 RELEASE. The Rehabilitator and the Trust shall have executed
and delivered a Release in the form annexed hereto as Exhibit D.

If the Rehabilitator has transferred the Interest to the Trust prior to the
Closing Date, then the Checker Entities shall be deemed to have waived all of
the foregoing conditions (to the extent they apply to the Rehabilitator) except
for the delivery of the Stipulation and the Release.

ARTICLE VI

CONDITIONS TO THE REHABILITATOR'S
---------------------------------
AND THE TRUST'S OBLIGATIONS
----------------------------

The obligation of the Rehabilitator and the Trust to consummate the
transactions contemplated by this Agreement is subject to the satisfaction or
waiver on or before the Closing Date of each of the following conditions:

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<PAGE>

6.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Checker Entities contained herein shall be true and accurate
in all material respects at and as of the date when made and at and as of the
Closing Date as though such representations and warranties were made at and as
of such date.

6.2 PERFORMANCE. The Checker Entities shall have performed and
complied with all agreements, obligations and conditions required by this
Agreement to be performed or complied with by it on or prior to the Closing
Date.

6.3 CERTIFICATES. The Checker Entities shall have furnished the
Rehabilitator and the Trust with such certificates of its authorized
representative to evidence compliance with the conditions set forth in this
Article VI as may be reasonably requested by the Rehabilitator.

6.4 OPINION OF COUNSEL. The Checker Entities shall have furnished
the Rehabilitator and the Trust with an opinion of counsel in form reasonably
satisfactory to the Rehabilitator and the Trust covering the matters set forth
in Exhibit G annexed hereto.

6.5 DELIVERIES COMPLETE. The Checker Entities shall have delivered
the Purchase price, the Stipulation and the Withdrawal of Claim.

6.6 RELEASE. Each of the Checker Entities shall have delivered a
Release in the form annexed hereto as Exhibit E.

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<PAGE>

If the Rehabilitator has transferred the Interest to the Trust prior to the
Closing Date, then the Rehabilitator shall be deemed to have waived all of the
foregoing conditions except those included in Sections 6.5 and 6.6.

ARTICLE VII

EFFECT OF FAILURE OF CONDI-
---------------------------
TIONS TO OCCUR OR BE WAIVED
---------------------------

If the Closing shall not have occurred within seven months of the
execution of this Agreement, then the Rehabilitator, ELIC and the Trust, on the
one hand, and/or the Checker Entities, on the other hand, shall be entitled to
terminate this Agreement by giving notice to the other ("Notice Party") so long
as the Notice Party has not caused through any act within its control the
Agreement not to close. Upon termination of this Agreement, (a) this Agreement
shall be null and void except for the provisions of Section 2.3(f) and this
Article VII; (b) the Interest, if not previously assigned to the Trust, shall be
assigned to the Trust and the Trust shall be admitted to the Partnership as a
Limited Partner and shall be treated as a non-defaulting Partner from the date
of the Partnership's formation through the date of its admission pursuant to
this Article VII and thereafter in accordance with the terms of the Partnership
Agreement as in effect on the date hereof, and, accordingly, the Capital Account
of the Limited Partner shall be restated to an amount equal to the Capital
Account the Limited Partner would have had if it had not been

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<PAGE>

treated as a defaulting Partner for any period; PROVIDED, HOWEVER, that (i) the
Limited Partner's Capital Account shall be reduced (without duplication with
respect to the foregoing) for the principal component of the distributions by
the Partnership to the Limited Partner as a defaulting Partner and pursuant to
Section 2.3(h) of this Agreement; and (ii) the Limited Partner shall have no
right to distributions in excess of those received by it either as a Partner
(including as a defaulting Partner) or pursuant to the terms of this Agreement;
(c) the Stipulation and the Withdrawal of Claim shall be delivered and filed as
set forth in Paragraphs 2.2(c) and (d) and the Releases in the forms attached
hereto as Exhibits D and E shall be delivered; (d) the Trust and Motors shall
amend the Partnership Agreement, to be effective with respect to all
distributions after December 31, 1993, to provide that notwithstanding anything
in Section 4.5 thereof to the contrary, distributions to the General Partner may
reduce the General Partner's Capital Account below zero and the General Partner
shall not be required to repay any such excess distribution pursuant to Section
4.6; PROVIDED, HOWEVER, that the Checker Entities shall jointly and severally
guaranty the obligations of the General Partner pursuant to Section 2.1.3 of the
Partnership Agreement in an amount equal to the cash distributions to the
General Partner after December 31, 1993 pursuant to Section 4.4.6 of the
Partnership Agreement, PROVIDED THAT, for purposes of determining the amount
owed under the guaranty only, the positive balance in the General Partner's
Capital Account shall be increased, or the negative balance in

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<PAGE>

the General Partner's Capital Account shall be reduced, by the difference
between the value of the Partnership's medallions on the date hereof (which,
based on the good faith determination of ICC, are valued at $38,000 per
medallion) and the value of such medallions (including all amounts received from
sales or other transfers of medallions after the date hereof) on the date the
Partnership is terminated.

ARTICLE VII

MISCELLANEOUS
-------------

8.1 WAIVERS AND AMENDMENTS. This Agreement may not be amended or
terminated except upon the written consent of all parties. By an instrument in
writing, a party may waive compliance by the other party with any term or
provision of this Agreement that such other party was or is obligated to comply
with or perform; PROVIDED, HOWEVER, that such waiver shall not operate as a
waiver of, or estoppel with respect to, any other or subsequent failure. No
failure to exercise and no delay in exercising any right, remedy, or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, or power hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, or power provided
herein or by law or in equity. The waiver by any party of the time for
performance of any act or condition hereunder does not constitute a waiver of
the act or condition itself.

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<PAGE>

8.2 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California as such laws
are applied to agreements between California residents entered into and to be
performed entirely within California.

8.3 ASSIGNMENT; SUCCESSORS AND ASSIGNS. Each party agrees that it
will not assign, sell, transfer, delegate, or otherwise dispose of, whether
voluntarily or involuntarily, or by operation of law, any right or obligation
under this Agreement except as specifically permitted hereunder. Any purported
assignment, transfer, or delegation in violation of this paragraph shall be null
and void. Subject to the foregoing limits on assignment and delegation, this
Agreement shall be binding upon and shall inure to the benefit of the parties
and their respective successors and assigns.

8.4 ENTIRE AGREEMENT. The parties intend that the terms of this
Agreement (including the Exhibits hereto) shall be the final expression of their
agreement with respect to the subject matter hereof and may not be contradicted
by evidence of any prior contemporaneous agreement. The parties further intend
that this Agreement shall constitute the complete and exclusive statement of
their terms and that no extrinsic evidence whatsoever may be introduced in any
judicial, administrative, or other legal proceeding involving this Agreement.

8.5 SEVERABILITY OF THIS AGREEMENT. If any provision of this
Agreement, or the application hereof to any person, place or circumstance, shall
be held by a court of competent

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<PAGE>

jurisdiction to be invalid, unenforceable or void, the remainder of this
Agreement and such provisions as applied to other persons, places and
circumstances shall remain in full force and effect only if, after excluding the
portion deemed to be unenforceable, the remaining terms shall provide for the
consummation of the transactions contemplated hereby in substantially the same
manner as originally set forth at the later of the date this Agreement was
executed or last amended.

8.6 GENDER; NUMBER. Whenever the context of this Agreement
requires, the masculine gender shall include the feminine or neuter, and the
singular number shall include the plural.

8.7 CAPTIONS. The section and other headings used in this
Agreement are for reference purposes only and shall not constitute a part hereof
or affect the meaning or interpretation of this Agreement.

8.8 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same instrument.

8.9 EXPENSES. Whether or not the transactions contemplated by this
Agreement are consummated, each party shall pay all expenses incurred by it or
on its behalf in connection with the Agreement and the transactions contemplated
hereby.

8.10 NOTICES. Any notice or communication required or permitted
hereunder shall be sufficiently given if in writing and (i) delivered in person
or by overnight delivery or courier service, (ii) sent by facsimile, or (iii)
deposited in the United

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<PAGE>

States mail, by certified mail postage prepaid and return receipt requested
(provided that any notice given pursuant to clause (ii) is also confirmed by the
means described in clause (i) or (iii)), as follows:

To the Rehabilitator:

To the Trust:

To the Checker Entities: Checker Motors Corporation
2016 North Pitcher Street
Kalamazoo, Michigan 49007
Attn: David R. Markin
President
Tel. (616) 343-6121
Fax. (616) 343-1660

with a copy to: Hutton Ingram Yuzek Gainen
Carroll & Bertolotti
250 Park Avenue
New York, New York 10177
Attn: Paulette Kendler
Tel. (212) 907-9650
Fax. (212) 907-9682

Such notice or other communication shall be deemed given when so delivered
personally, or sent by facsimile transaction, or, if sent by overnight delivery
or courier service, the business day after being sent from within the United
States, or if mailed, four days after the date of deposit in the United States
mails.

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<PAGE>

8.11 RECOVERY OF COSTS AND ATTORNEYS' FEES.
(a) Except as provided in Paragraph 2.3(d)(ii), any disputes
arising out of or relating to this Agreement, any document or instrument
delivered pursuant to, in connection with, or simultaneously with this
Agreement, or any breach of this Agreement or any such document or instrument
shall be settled by arbitration to be held in Los Angeles, California, in
accordance with the rules then in effect of the American Arbitration Association
or any successor thereto. The arbitrator ("Arbitrator") shall be a party
mutually acceptable to the Checker Entities, the Rehabilitator and the Trust;
PROVIDED, HOWEVER, that if they cannot agree on an arbitrator, the Regional
Director of the American Arbitration Association shall choose the Arbitrator.
The Arbitrator may grant injunctions or other relief in such dispute or
controversy. The decision of the Arbitrator shall be final, conclusive, and
binding on the parties to the arbitration. Judgment may be entered on the
Arbitrator's decision in any court having jurisdiction.

(b) Any prevailing party or parties described in Section
8.11(a) above shall be entitled to reasonable attorneys' fees and any other
costs incurred in enforcing, or on appeal from, a judgment entered with respect
to any arbitration described in Section 8.11(a), separately from and in addition
to any other amount included in such judgment. This Section 8.11 shall be
severable from the other provisions of this Agreement and shall survive and not
be merged into any such judgment.

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<PAGE>

8.12 THIRD PARTIES. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any Person other than the parties hereto and their
successors or assigns, any rights or remedies under or by reason of this
Agreement.

8.13 SECTION 1654 INTERPRETATION. This Agreement has been
negotiated at arm's length and between persons sophisticated and knowledgeable
in the matters dealt with in this Agreement. Each party has been represented by
experienced and knowledgeable legal counsel. Accordingly, any rule of law
(including California Civil Code Section 1654) or legal decision that would
require interpretation of any ambiguities in this Agreement against the party
that has drafted it is not applicable and is waived. The provisions of this
Agreement shall be interpreted in a reasonable manner to effect the purpose of
the parties and this Agreement.

8.14 AVAILABILITY OF EQUITABLE REMEDIES. Since a breach of the
provisions of this Agreement could not adequately be compensated by money
damages, any party shall be entitled, either before or after the Closing, in
addition to any other right or remedy available to him, to an injunction granted
by the Arbitrator restraining such breach or a threatened breach and to specific
performance of any such provision of this Agreement, and in either case no bond
or other security shall be required in connection therewith, and the parties
hereby consent to this issuance of such injunction and to the ordering of
specific performance.

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<PAGE>

8.15 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

CHECKER MOTORS CO., L.P.
By: Checker Motors Corporation
General Partner

By: /s/ David R. Markin
______________________________
Name: David R. Markin
Title: President

CHECKER MOTORS CORPORATION

By: /s/ David R. Markin
______________________________
Name: David R. Markin
Title: President

CHECKER HOLDING CORP. III

By: /s/ David R. Markin
______________________________
Name: David R. Markin
Title: President

INTERNATIONAL CONTROLS CORP.

By: /s/ David R. Markin
______________________________
Name: David R. Markin
Title: President

/s/ John Garamendi
___________________________________
JOHN GARAMENDI, in his capacity as
Rehabilitator, but not Individually

BASE ASSETS TRUST

By: /s/ John Garamendi
________________________________
Trustee John Garamendi

By: /s/ Thomas Arnold
________________________________
Trustee Thomas Arnold

By: /s/ Anthony Buonoguro
________________________________
Trustee Anthony Buonoguro

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<PAGE>

SCHEDULE I

AFFILIATE TRANSACTIONS

As of December 31, 1993, American Country Insurance Company holds $0.9
million principal amount of Enhance Financial Services Group Inc., 7% Notes due
December 1, 1996, of which company Mr. Markin and Mr. Tessler are directors.

Each of Messrs. Markin, Solomon, Tessler and Thomas provides
consulting services to Yellow Cab Company and each receives for such services
(commencing in January 1988) $10,000 per month. Messrs. Solomon, Tessler and
Thomas also provide consulting services (a) to Motors for which they each
receive monthly fees of $5,000 (commencing in January 1988) and (b) to Country
for which they each receive monthly fees of approximately $18,300. Mr. Markin
serves as a consultant to Chicago AutoWerks, a division of Checker L.P., for
which he receives monthly fees of approximately $1,200 (commencing in January
1988), and to Country, for which he receives monthly fees of approximately
$4,600.

Frances Tessler, the wife of Allan R. Tessler, is employed by Smith
Barney Shearson which executes trades for Country's investment portfolio. During
1993 and 1992, Mrs. Tessler received for her services approximately $78,000 and
$69,000, respectively, of the commissions paid to Smith Barney Shearson.

On September 24, 1992, American Country Financial Services Corp.
("AFSC"), a subsidiary of Country, purchased from The Mid City National Bank of
Chicago the promissory note dated July 30, 1992, made by King Cars, Inc. ("King
Cars") in the principal amount of $381,500 plus accrued interest in the amount
of $3,560. The note, which has been renewed several times, has a current
principal amount outstanding of $407,691 and matures in December 1994. King
Cars is owned by Messrs. Markin, Tessler, Solomon, Thomas and Feldman. King
Cars is a party to an agreement dated December 15, 1992, with Yellow Cab
pursuant to which Yellow Cab purchases from King Cars display frames for
installation in its taxicabs and King Cars furnishes Yellow Cab advertising copy
for insertion into the frames. King Cars receives such advertising copy as an
agent in Chicago for an unrelated company which is in the business of selling
and arranging for local and national advertising. Of the revenues generated
from such advertising, 30% will be retained by King Cars and the balance will be
delivered to Yellow Cab until such time as Yellow Cab has recovered costs
advanced by it for the installation of advertising frames in 500 of its taxicabs
(approximately $78,000). The terms to Yellow Cab are the same or more favorable
than those offered by King Cars to unrelated third parties.

I-1
<PAGE>

Employment Agreements

Checker L.P., as the assignee of Motors, is party to an Amended and
Restated Employment Agreement dated as of November 1, 1985, as further amended,
with David R. Markin pursuant to which Mr. Markin is to serve as President,
Chief Executive Officer and Chief Operating Officer of Checker L.P. until April
30, 1996, subject to extension (the "Termination Date"), at a minimum salary of
$600,000 per annum, together with the payment of certain insurance premiums. The
beneficiaries of these insurance policies are designated by Mr. Markin. Mr.
Markin continues to be eligible to participate in profit sharing, pension or
other bonus plans of Checker L.P. Pursuant to the Amended and Restated
Employment Agreement, in the event of Mr. Markin's death, Checker L.P. shall pay
Mr. Markin's estate the compensation which would otherwise be payable to him for
the period ending on the last day of the month in which death occurs. In
addition, Checker L.P. shall pay to Mr. Markin's beneficiaries deferred
compensation from the date of his death through the Termination Date in an
annual amount equal to one-third of his base salary at the date of his death. In
the event of termination of the Amended and Restated Employment Agreement for
any reason other than cause, disability or death, Mr. Markin shall continue to
serve as a consultant to Checker L.P. for a period of five years, for which he
shall receive additional compensation in the amount of $50,000 per annum.
Checker L.P. has agreed to indemnify Mr. Markin from certain liabilities arising
out of his service to Checker L.P., except for liabilities resulting from his
gross negligence or willful misconduct.

Checker L.P. is party to an Amended and Restated Employment Agreement
dated as of June 1, 1992, with Jeffrey Feldman pursuant to which Mr. Feldman
serves as President of the vehicular operations segment until February 1, 1996
subject to extension (the "Termination Date"), at a minimum salary of $200,000
per annum, together with the payment of certain insurance premiums. The
beneficiaries of these insurance policies are designated by Mr. Feldman. Mr.
Feldman is eligible to participate in profit sharing, pension or other bonus
plans implemented by the vehicular operations segment. Pursuant to the Amended
and Restated Employment Agreement, in the event of Mr. Feldman's death, Checker
L.P. shall pay Mr. Feldman's estate the amount of compensation which would
otherwise be payable to him for the period ending on the last day of the month
in which death occurs. In addition, Checker L.P. shall pay to Mr. Feldman's
estate deferred compensation form the date of his death to the Termination Date
in an annual amount equal to one-third of his base salary at the date of his
death. In the event of the termination of the Amended and Restated Employment
for any reason other than cause, disability or death, Mr. Feldman shall continue
to serve as a consultant to Checker L.P. for a period of five years (if termi-
nated by Mr. Feldman) or seven years (if terminated by Checker L.P.), for which
he shall receive compensation in the amount of

I-2
<PAGE>

$75,000 per annum. Checker L.P. has agreed to indemnify Mr. Feldman from
certain liabilities, except for those resulting from his gross negligence or
willful misconduct.

Jeffrey M. Feldman is the nephew of David R. Markin.

Motors has guaranteed certain of Checker Taxi Association's
obligations. The outstanding principal balance of these obligations was
approximately $0.7 million, as of December 31, 1993.

American Country Insurance Company holds mortgages on certain of
Checker L.P.'s property, securing loans in the amount of approximately $3
million.

I-3
<PAGE>

EXHIBIT A

TRANSFER AND ASSIGNMENT

AGREEMENT, made as of the day of , 1994 by and among
JOHN GARAMENDI, as Insurance Commissioner of the State of California, solely in
his capacity as conservator, rehabilitator and liquidator of Executive Life
Insurance Company, and the BASE ASSETS TRUST (collectively, the "Assignor"), and
CHECKER MOTORS CORPORATION, a New Jersey corporation (the "Assignee")

W I T N E S S E T H:

WHEREAS, Executive Life Insurance Company ("ELIC") is an alleged
Defaulting Limited Partner of Checker Motors Co., L.P., a Delaware limited
partnership (the "Partnership"), pursuant to the Amended and Restated Agreement
of Limited Partnership of the Partnership, dated the 5th day of March, 1986, as
amended on July 28, 1989 and purportedly on June 25, 1991 (the "Partnership
Agreement"; all capitalized terms used herein are used with the meanings
ascribed to them in the Partnership Agreement unless specifically provided
otherwise herein); and

WHEREAS, the Assignor desires to transfer its and ELIC's entire
interest in the Partnership (including, without

A-1
<PAGE>

limitation, the Capital Account, the Excess Capital Account, and any interest it
or ELIC may have in the assets, the earnings and the Profits of the Partnership,
in each case past, present or future, the "Interest") to the Assignee.

NOW, THEREFORE, the parties hereto hereby agree as follows:

In consideration of the payment to the Assignor of Ten Dollars
($10.00) and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Assignor hereby transfers and assigns to the
Assignee, as of the date hereof, all of its and ELIC's right, title and interest
in and to the Partnership, including the right to receive any distributions to
which the Assignor may be entitled under the terms of the Partnership Agreement
and a proportionate allocation of items of income, gain, deduction, loss and
credit, except as provided in Sections 2.3(d) and (e) of the Settlement
Agreement dated as of May __, 1994 among the Assignor and the Assignee,
International Controls Corp., Checker Motors Co., L.P. and Checker Holding Corp.
III. The Assignee hereby assumes all of the liabilities, if any, of the
Assignor pursuant to the Partnership Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

-----------------------------------
JOHN GARAMENDI, in his capacity as
Rehabilitator, but not individually

A-2
<PAGE>

BASE ASSETS TRUST

By: ______________________________
Trustee:

CHECKER MOTORS CORPORATION

By: ____________________________
Name:
Title:

A-3
<PAGE>

EXHIBIT B

STIPULATION OF DISMISSAL

[To Be Completed]

B-1
<PAGE>

EXHIBIT C

WITHDRAWAL OF CLAIM

[To be in form satisfactory
to the Rehabilitator]

C-1
<PAGE>

EXHIBIT D

RELEASE

THIS RELEASE (this "Release") is made ________, 1994, between JOHN
GARAMENDI, solely in his capacity as conservator, rehabilitator and liquidator
(the "Rehabilitator") of Executive Life Insurance Company, and the Base Asset
Trust (the "Trust"), on the one hand, and each of CHECKER MOTORS CO., L.P., a
Delaware limited partnership (the "Partnership"), CHECKER MOTORS CORPORATION, a
New Jersey corporation and the general partner of the Partnership ("Motors"),
CHECKER HOLDING CORP. III, a Delaware corporation, and INTERNATIONAL CONTROLS
CORP. ("ICC"; the Partnership, Motors, Holding and ICC being hereinafter
referred to as the "Checker Entities"), on the other hand.

RECITALS

A. The Settlement Agreement, dated as of __________, 1994, among the
Checker Entities and the Rehabilitator and the Trust (the "Settlement
Agreement"; all capitalized terms not defined herein being used with the
meanings ascribed thereto in the Settlement Agreement) provides, among other
things, for the purchase by the Motors or its designee of the Interest.

B. This Release is being delivered by the Rehabilitator
simultaneously with the payment by the Checker Entities directly to the Trust of
the Purchase Price.

Accordingly, the parties hereto agree as follows:

1. RELEASE OF RELEASED PARTIES BY REHABILITATOR AND TRUST. In con-
sideration of receipt of the Interest, the

D-1
<PAGE>

Rehabilitator and the Trust hereby release and forever discharge each of the
Checker Entities and each of their partners, officers, directors, shareholders
and employees, their advisors, attorneys, agents, predecessors in interest,
assignors, successors and assigns, and the partners, officers, directors,
shareholders and employees of each of the foregoing (all such released parties
hereinafter are collectively referred to as the "Released Parties") of and from
(i) any and all liabilities and obligations under the Partnership Agreement,
including, without limitation, any liability for any breach of a representation,
warranty or covenant contained in the Partnership Agreement, and (ii) any and
all claims and causes of action of any and every character, known or unknown,
anticipated or unanticipated, contingent or matured, which the Rehabilitator or
the Trust may have or claim to have against any of the Released Parties, arising
from or related to the Partnership Agreement and the management of the
Partnership (including but not limited to any claims that were raised or could
have been raised in the Lawsuit); provided, however, that no claims, rights or
obligations arising under the Settlement Agreement are released hereby.

2. FULL AND COMPLETE RELEASE; ALL CLAIMS COVERED. This Release is
intended to be and is a full and complete release by the Rehabilitator and the
Trust of the Released Parties regarding the subject matter of the release set
forth in Paragraph 1 hereof and is intended by the Rehabilitator and the Trust
to cover all claims of all types, whether arising under common law or under the
statutes or regulations of (a) the States

D-2
<PAGE>

of California, New York, Delaware, Michigan, or any county, city or government
agency thereof, or (b) other states or similar jurisdictions of the United
States, or any county, city or government agency thereof; provided, however,
that no claims, rights or obligations arising under the Settlement agreement are
released hereby. The Rehabilitator and the Trust acknowledge and agree that
this Release is to be construed as the broadest possible type of release
regarding the subject matter of the release set forth in Paragraph 1 hereof,
releasing any and all claims, including, without limitation, antitrust,
contract, copyright, fiduciary duty, fraud, regulatory, royalty, securities,
usury, statutory, tort, trespass and any other claims.

3. COVENANT NOT TO SUE. In consideration for the transactions
contemplated by the Settlement Agreement, the Rehabilitator and the Trust, to
the extent that they held, hold or may hold any claims or causes of action that
are being released hereunder pursuant to this Release, hereby covenant with each
of the Released Parties not to sue, assert any claim against, or otherwise seek
any recovery from the Released Parties, whether for contract, fraud, tort or
otherwise.

4. AUTHORITY AND LEGAL COMPETENCE OF REHABILITATOR AND TRUST AND
LACK OF ASSIGNMENT OF CLAIMS. As part of the consideration for the transactions
contemplated by the Settlement Agreement, each of the Rehabilitator and the
Trust expressly severally represents and warrants to the Released Parties that
they are respectively legally competent and have the authority to give this
Release and that no assignment, pledge, sale, transfer,

D-3
<PAGE>

or other disposition of any right, title, interest, in or to any claim against
the Released Parties has been made.

5. KNOWLEDGE AND UNDERSTANDING. EACH OF THE REHABILITATOR AND THE
TRUST SEVERALLY REPRESENTS AND AGREES THAT IT HAS CAREFULLY READ AND FULLY
UNDERSTANDS ALL OF THE PROVISIONS OF THIS RELEASE, THAT IT IS REPRESENTED HEREIN
BY COUNSEL OF ITS CHOICE AND HAS FULLY DISCUSSED THIS RELEASE WITH SUCH COUNSEL,
AND THAT IT IS ENTERING INTO THIS RELEASE VOLUNTARILY, WHOLLY UPON ITS OWN
VOLITION, JUDGMENT, BELIEF AND KNOWLEDGE, AND WITHOUT ANY DURESS OR UNDUE
INFLUENCE ON THE PART OF OR ON BEHALF OF ANY PARTY.

6. WAIVER OF CALIFORNIA CIVIL CODE S. 1542. THE REHABILITATOR AND
THE TRUST HEREBY WAIVE AS AGAINST EACH RELEASED PARTY ALL RIGHTS UNDER
CALIFORNIA CIVIL CODE S. 1542 AS TO THE SUBJECT MATTER OF THE RELEASE SET FORTH
IN PARAGRAPH 1 HEREOF, WHICH PROVIDES THAT:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY
HIM,MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."

THE REHABILITATOR AND THE TRUST ACKNOWLEDGE THAT THE HAVE BEEN FULLY INFORMED BY
THEIR COUNSEL CONCERNING THE EFFECT AND IMPORT OF THIS WAIVER OF RIGHTS UNDER
CALIFORNIA CIVIL CODE S. 1542.

7. RESERVATION OF RIGHTS. Notwithstanding anything to the contrary
in the Settlement Agreement or this Release, nothing therein or herein shall be
construed to waive or otherwise affect the rights of the Rehabilitator, ELIC,
and the Trust, if any, to proceed and/or recover against any person or

D-4
<PAGE>

entity relating to any matter not the subject of the terms of paragraph 1 of
this Release, including, but not limited to, transactions or claims involving or
against South Charleston Stamping & Manufacturing Company.

8. MODIFICATIONS, AMENDMENTS OR WAIVERS. Provisions of this Release
may be modified, amended or waived only by a written document specifically
identifying this Release and signed by each Checker Entity and the Rehabilitator
and the Trust.

9. SUCCESSORS AND ASSIGNS. This Release shall be binding on, and
shall inure to the benefit of, the Rehabilitator and the Trust and the Released
Parties, respectively, and their respective legal representatives, successors,
heirs and assigns.

10. GOVERNING LAW. This Release shall be governed by, and construed
in accordance with, the internal laws of the State of California without taking
into account provisions regarding choice of law.

11. SEVERABILITY. If any provision of this Release, or the
application hereof to any person, place or circumstance, shall be held by a
court of competent jurisdiction to be invalid, unenforceable or void, the
remainder of this Release and such provisions as applied to other persons,
places and circumstances shall remain in full force and effect only if, after
excluding the portion deemed to be unenforceable, the remaining terms shall
provide for the consummation of the transactions contemplated hereby in
substantially the same manner as originally set forth at the later of the date
this Release was executed or last amended.

D-5
<PAGE>

12. ENTIRE AGREEMENT. This Release, the Settlement Agreement and the
exhibits thereto contains the entire agreement and understanding of the parties
hereto concerning the subject matter hereof, and supersedes and replaces any
prior negotiations, understandings and agreements of any kind, written or oral.
Each of the Rehabilitator and the Trust acknowledges that no other party, nor
any agent or attorney of any other party, has made any promise, representation
or warranty whatsoever, express or implied, not contained herein, concerning the
subject matter hereof, to induce such party to execute this Release, and
acknowledges that it has not executed this Release in reliance upon any such
promise, representation or warranty not contained herein.

13. COUNTERPARTS. This Release may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Release to be
executed on the date first written above.

---------------------------------
JOHN GARAMENDI, in his capacity
as Rehabilitator, but not
individually

BASE ASSETS TRUST

By:_____________________________
Trustee

D-6
<PAGE>

ACCEPTED:

CHECKER MOTORS CO., L.P.

By: Checker Motors Corporation
General Partner

By:______________________________
Name:
Title:

CHECKER MOTORS CORPORATION

By:______________________________
Name:
Title:

CHECKER HOLDING CORP. III

By:______________________________
Name:
Title:

INTERNATIONAL CONTROLS CORP.

By:______________________________
Name:
Title:

D-7
<PAGE>

EXHIBIT E

RELEASE

THIS GENERAL RELEASE (this "Release") is made ________, 1994, between
each of INTERNATIONAL CONTROLS CORP., a Florida corporation ("ICC") CHECKER
MOTORS CO., L.P., a Delaware limited partnership (the "Partnership"), CHECKER
MOTORS CORPORATION, a New Jersey corporation and the general partner of the
Partnership ("Motors"), and CHECKER HOLDING CORP. III, a Delaware corporation
("Holding"); ICC, the Partnership, Motors and Holding being hereinafter referred
to as the "Checker Entities"), on the one hand, and JOHN GARAMENDI, solely in
his capacity as conservator, rehabilitator and liquidator (the "Rehabilitator")
of Executive Life Insurance Company, and the BASE ASSETS TRUST (the "Trust"), on
the other hand.
RECITALS

A. The Settlement Agreement dated as of __________, 1994, among
the Checker Entities and the Rehabilitator and the Trust (the "Settlement
Agreement"; all capitalized terms not defined herein being used with the
meanings ascribed thereto in the Settlement Agreement) provides, among other
things, for the purchase by the Checker Entities of the Interest.

B. This General Release is being delivered by the Checker Entities
simultaneously with the assignment of the Interest by the Rehabilitator and the
Trust to the Checker Entities.

E-1
<PAGE>

Accordingly, the parties hereto agree as follows:

1. RELEASE OF RELEASED PARTIES BY THE CHECKER ENTITIES. In con-
sideration of receipt of the Interest, each of the Checker Entities hereby
releases and forever discharges the Rehabilitator and the Trust each of their
trustees, advisors, attorneys, agents, predecessors in interest, assignors,
successors and assigns, and the officers, directors, shareholders and employees
of each of the foregoing (all such released parties hereinafter are collectively
referred to as the "Released Parties") of and from (i) any and all liabilities
and obligations under the Partnership Agreement, including, without limitation,
any liability for any breach of a representation, warranty or covenant contained
in the Partnership Agreement, and (ii) any and all claims and causes of action
of any and every character, known or unknown, anticipated or unanticipated,
contingent or matured, which any of the Checker Entities may have or claim to
have against any of the Released Parties, arising from or related to the Part-
nership Agreement and the management of the Partnership (including but not
limited to any claims that were raised or could have been raised in the
Lawsuit); provided, however, that no claims, rights or obligations arising under
the Settlement Agreement are released hereby.

2. FULL, COMPLETE AND RELEASE; ALL CLAIMS COVERED. This Release
is intended to be and is a full and complete release by the Checker Entities of
the Released Parties regarding the subject matter of the release set forth in
Paragraph 1 hereof and is intended by the Checker Entities to cover all claims
of all

E-2
<PAGE>

types, whether arising under common law or under the statutes or regulations of
(a) the States of California, New York, Delaware, Michigan, or any county, city
or government agency thereof, or (b) other states or similar jurisdictions of
the United States, or any county, city or government agency thereof; provided,
however, that no claims, rights or obligations arising under the Settlement
Agreement are released hereby. The Checker Entities acknowledge and agree that
this Release is to be construed as the broadest possible type of release
regarding the subject matter of the release set forth in Paragraph 1 hereof
releasing any and all claims, including, without limitation, antitrust,
contract, copyright, fiduciary duty, fraud, regulatory, royalty, securities,
usury, statutory, tort, trespass and any other claims.

3. COVENANT NOT TO Sue. In consideration for the transactions
contemplated by the Settlement Agreement, the Checker Entities, to the extent
that any of the Checker Entities held, holds or may hold any claims or causes of
action that are being released hereunder pursuant to this Release, hereby
covenant with each of the Released Parties not to sue, assert any claim against,
or otherwise seek any recovery from the Released Parties, whether for contract,
fraud, tort or otherwise.

4. AUTHORITY OF CHECKER ENTITIES AND LACK OF ASSIGNMENT OF CLAIMS.

As part of the consideration for the transactions contemplated by the Settlement
Agreement, each of the Checker Entities expressly represents and warrants to the
Released Parties that such Checker Entity has the authority to give this Release
and that no assignment, pledge, sale, transfer,

E-3
<PAGE>

or other disposition of any right, title, interest, in or to any claim of such
Checker Entity against the Released Parties has been made.

5. KNOWLEDGE AND UNDERSTANDING. EACH CHECKER ENTITY REPRESENTS
AND AGREES THAT SUCH CHECKER ENTITY HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL
OF THE PROVISIONS OF THIS RELEASE, THAT SUCH CHECKER ENTITY IS REPRESENTED
HEREIN BY COUNSEL OF SUCH CHECKER ENTITY'S CHOICE AND HAS FULLY DISCUSSED THIS
RELEASE WITH SUCH COUNSEL, AND THAT SUCH CHECKER ENTITY IS ENTERING INTO THIS
RELEASE VOLUNTARILY, WHOLLY UPON SUCH CHECKER ENTITY'S OWN VOLITION, JUDGMENT,
BELIEF AND KNOWLEDGE, AND WITHOUT ANY DURESS OR UNDUE INFLUENCE ON THE PART OF
OR ON BEHALF OF ANY PARTY.

6. WAIVER OF CALIFORNIA CIVIL CODE S. 1542. EACH CHECKER ENTITY
HEREBY WAIVES AS AGAINST EACH RELEASED PARTY ALL RIGHTS UNDER CALIFORNIA CIVIL
CODE S. 1542 AS TO THE SUBJECT MATTER OF THE RELEASE SET FORTH IN PARAGRAPH 1
HEREOF, WHICH PROVIDES THAT:

EACH CHECKER ENTITY ACKNOWLEDGES THAT SUCH CHECKER ENTITY HAS BEEN FULLY IN-
FORMED BY SUCH CHECKER ENTITY'S OWN COUNSEL CONCERNING THE EFFECT AND IMPORT OF
THIS WAIVER OF RIGHTS UNDER CALIFORNIA CIVIL CODE S. 1542.

E-4
<PAGE>

7. RESERVATION OF RIGHTS.

Notwithstanding anything to the contrary in the Settlement Agreement
or this Release, nothing therein or herein shall be construed to waive or
otherwise affect the rights of the Checker Entities, if any, to proceed and/or
recover against any person or entity relating to any matter not the subject to
the terms of paragraph 1 of this Release, including, but not limited to
transactions involving South Charleston Stamping & Manufacturing Company.

8. MODIFICATIONS, AMENDMENTS OR WAIVERS. Provisions of this
Release may be modified, amended or waived only by a written document
specifically identifying this Release and signed by each Checker Entity, the
Rehabilitator and the Trust.

9. SUCCESSORS AND ASSIGNS. This Release shall be binding on, and
shall inure to the benefit of, the Checker Entities and the Released Parties,
respectively, and their respective legal representatives, successors, heirs and
assigns.

10. GOVERNING LAW. This Release shall be governed by, and
construed in accordance with, the internal laws of the State of California
without taking into account provisions regarding choice of law.

E-5
<PAGE>

the portion deemed to be unenforceable, the remaining terms shall provide for
the consummation of the transactions contemplated hereby in substantially the
same manner as originally set forth at the later of the date this Release was
executed or last amended.

12. ENTIRE AGREEMENT. This Release and the Settlement Agreement
and related documents contains the entire agreement and understanding of the
parties hereto concerning the subject matter hereof, and supersedes and replaces
any prior negotiations, understandings and agreements of any kind, written or
oral. Each Checker Entity acknowledges that no other party, nor any agent or
attorney of any other party, has made any promise, representation or warranty
whatsoever, express or implied, not contained herein, concerning the subject
matter hereof, to induce such party to execute this Release, and acknowledges
that such Checker Entity has not executed this Release in reliance upon any such
promise, representation or warranty not contained herein.

13. COUNTERPARTS. This Release may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

E-6
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Release to be
executed on the date first written above.

___________________________________
JOHN GARAMENDI, in his capacity as
Rehabilitator, but not individually

BASE ASSETS TRUST

By:_______________________________
Trustee

CHECKER MOTORS CO., L.P.

By: Checker Motors Corporation

General Partner

By:______________________________
Name:
Title:

CHECKER MOTORS CORPORATION

By:______________________________
Name:
Title:

CHECKER HOLDING CORP. III

By:______________________________
Name:
Title:

INTERNATIONAL CONTROLS CORP.

By:______________________________
Name:
Title:

E-7
<PAGE>

EXHIBIT F-1

OPINION OF COUNSEL TO THE
REHABILITATOR

14. The Rehabilitator has all requisite power and authority to execute, deliver
and perform his obligations under the Agreement (defined to include
Exhibits).

15. The execution, delivery and performance of the Agreement and the compliance
by the Rehabilitator with all of the provisions thereof and the
consummation of the transactions contemplated thereby will not require any
consent, approval, authorization or other order of any court, regulatory
body, administrative agency or other governmental body or, if so required,
all such consents, approvals, authorizations and orders have been obtained
and are in full force and effect, and will not conflict with or constitute
a breach of any of the terms or provisions of, or a default under, any
material agreement to which the Rehabilitator is a party or by which any of
ELIC's properties is bound or violate or conflict with any law,
administrative regulation or ruling or court decree applicable to the
Rehabilitator or ELIC or any of ELIC's properties.

16. The Agreement has been duly authorized, executed and delivered by the
Rehabilitator and constitutes the legal, valid and binding obligation of
the Rehabilitator, enforceable against the Rehabilitator and ELIC in
accordance with its terms, except (a) as the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (b) that the availability of equitable remedies may be
limited by equitable principles of general applicability. To the best of
such counsel's knowledge, there are no legal or governmental proceedings
which question the power and authority of the Rehabilitator to deliver and
perform their obligations under the Agreement.

17. To the best knowledge of such counsel, there are no security interests,
charges, claims, liens, encumbrances or adverse interests of any kind on
the Interest and no actions, warrants or other rights to purchase,
agreement or other obligations to sell any portion of the Interest or any
portion of a claim against the Checker Entities are outstanding.

F-1-1
<PAGE>

EXHIBIT F-2

OPINION OF COUNSEL TO THE
TRUST

1. The Trust has all requisite power and authority to execute, deliver and
perform its obligations under the Agreement (defined to include Exhibits).

2. The execution, delivery and performance of the Agreement and the compliance
by the Trust with all of the provisions thereof and the consummation of the
transactions contemplated thereby will not require any consent, approval,
authorization or other order of any court or governmental body or, if so
required, all such consents, approvals, authorizations and orders have been
obtained and are in full force and effect, and will not conflict with or
constitute a breach of any of the terms or provisions of, or a default
under, any material agreement to which the Trust is a party or by which any
of the Trust's properties is bound.

3. The Agreement has been duly authorized, executed and delivered by the Trust
and constitutes the legal, valid and binding obligation of the Trust,
enforceable against the Trust in accordance with its terms, except (a) as
the enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (b) that the
availability of equitable remedies may be limited by equitable principles
of general applicability. To the best of such counsel's knowledge, there
are no legal or governmental proceedings which question the power and au-
thority of the Trust to deliver and perform its obligations under the
Agreement.

4. To the best knowledge of such counsel, there are no security interests,
charges, claims, liens, encumbrances or adverse interests of any kind on
the Interest and no actions, warrants or other rights to purchase,
agreement or other obligations to sell any portion of the Interest or any
portion of a claim against the Checker Entities are outstanding.

F-2-1
<PAGE>

EXHIBIT G

OPINION OF COUNSEL TO THE CHECKER ENTITIES

1. Each of the Checker Entities has all requisite power and authority to
execute, deliver and perform his obligations under the Agreement (defined
to include Exhibits).

2. The execution, delivery and performance of the Agreement and the compliance
by the Checker Entities with all of the provisions thereof and the
consummation of the transactions contemplated thereby will not require any
consent, approval, authorization or other order of any court, regulatory
body, administrative agency or other governmental body or, if so required,
all such consents, approvals, authorizations and orders have been obtained
and are in full force and effect and will not conflict with or constitute a
breach of any of the terms or provisions of, or a default under, any
material agreement to which any of the Checker Entities is a party or by
which any of any of their properties is bound or violate or conflict with
any law, administrative regulation or ruling or court decree applicable to
the Checker Entities or any of their properties.

3. The Agreement has been duly authorized, executed and delivered by each of
the Checker Entities and constitutes the legal, valid and binding
obligation of the Checker Entities, enforceable against the Checker
Entities in accordance with its terms, except (a) as the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (b) that the availability of equitable
remedies may be limited by equitable principles of general applicability.
To the best of counsel's knowledge, there are no legal or governmental
proceedings which question the power and authority of the Checker Entities
to deliver and perform their obligations under the Agreement.

G-1

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Summary
Consolidated Financial Information," "Selected Consolidated Financial Data" and
"Experts" and to the use of our reports dated March 1, 1994, in Amendment No. 2
to the Registration Statement (Form S-1, No. 033-52255) and related Prospectus
of International Controls Corp. dated June 22, 1994.

/s/ Ernst & Young

Kalamazoo, Michigan
June 22, 1994

<PAGE>

EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

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

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) ___

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

FIRST FIDELITY BANK, NATIONAL ASSOCIATION
(Name of Trustee)

22-1147033
(Jurisdiction of Incorporation or (I.R.S. Employer
Organization if not a U.S. National Bank) Identification No.)

175 WEST BROADWAY, SALEM, NEW JERSEY 08079
(Address of Principal Executive Offices) (Zip Code)

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

INTERNATIONAL CONTROLS CORP.
(Name of Obligor)

FLORIDA 54-0698116
(State of Incorporation) (I.R.S. Employer
Identification No.)

2016 NORTH PITCHER STREET, KALAMAZOO, MI 49007
(Address of Principal Executive Offices) (Zip Code)

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

___% SENIOR SECURED NOTES DUE 2002
(Title of Indenture Securities)

<PAGE>

1. GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO WHICH
IT IS SUBJECT:

Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219

Board of Governors of the Federal Reserve System
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C. 20429

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Yes.

2. AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

None.

3. LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.

1. Copy of Articles of Association of the trustee as now in effect.
Incorporated herein by reference to Exhibit 1 filed with Form T-1,
Registration No. 22-73340.

2. Copy of Certificate of the Comptroller of the Currency dated January
11, 1994, evidencing the authority of the trustee to transact
business. Incorporated herein by reference to Exhibit 2 filed with
Form T-1, Registration No. 22-73340.

3. Copy of the authorization of the trustee to exercise corporate trust
powers has heretofore been filed with the Securities and Exchange
Commission as Exhibit 3 filed with Form T-1, Registration Number 22-
73340, has not been amended since filing and is incorporated herein by
reference.

4. Copy of existing by-laws of the trustee. Incorporated herein by
reference to Exhibit 4 filed with Form T-1, Registration No. 22-73340.

<PAGE>

5. Copy of each indenture if the obligor is in default.

Not applicable.

6. Consent of the trustee required by Section 321(b) of the Act.
Incorporated herein by reference to Exhibit 6 filed with Form T-1,
Registration No. 22-73340.

7. Copy of report of condition of the trustee at the close of business on
March 31, 1994, published pursuant to the requirements of its
supervising authority.

NOTE

The trustee disclaims responsibility for the accuracy or completeness of
information contained in this Statement of Eligibility and Qualification not
known to the trustee and not obtainable by it through reasonable investigation
and as to such information it has obtained from the obligor and has had to rely
or will obtain from the principal underwriters and will have to rely.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 (as
amended), the trustee, First Fidelity Bank, National Association, a national
banking association organized and existing under the laws of the United States
of America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Newark
and State of New Jersey on the 10th day of June, 1994.

FIRST FIDELITY BANK, NATIONAL
ASSOCIATION

By: /s/ Donald J. Quiles
--------------------------
Donald J. Quiles
Assistant Vice President

(Form T1)
(SHORTJ) (8)

<PAGE>

EXHIBIT 7

This form is for use by National Banks only. It should be used
for publication purposes only, and should not be returned to the
FDIC.
- -------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
- -------------------------------------------------------------------------------

REPORT OF CONDITION

Consolidating domestic and foreign subsidiaries of the

First Fidelity Bank, N.A. of Salem
- ------------------------------------------------------ ---------------------
Name of Bank City

in the state of New Jersey, at the close of business on March 31, 1994,
----------
published in response to call made by Comptroller of the Currency, under title
12, United States Code, Section 161. Charter Number 33869 Comptroller of the
Currency Northeastern District -----
------------

Statement of Resources and Liabilities

ASSETS

Thousands of dollars
<S> <C> <C>
Cash and balances due from depository institutions: --------------
Noninterest-bearing balances and currency and coin. . . . . . . . . . . . . . . . . . 1,857,291
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 611,096
Securities: ////////////
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,619,113
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,301,401
Federal funds sold and securities purchased under agreements to resell in domestic ////////////
offices of the Bank and of its Edge and Agreement subsidiaries, and in IBFs: ////////////
Federal funds sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191,180
Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . 367,414
Loans and lease financing receivables: --------------
--------------
Loans and leases, net of unearned income. . . . . . . . . . . . . . 18,393,673
LESS: Allowance for loan and lease losses . . . . . . . . . . . . . 526,109
LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . . 0
-------------- --------------
Loans and leases, net of unearned income, allowance, and reserve. . . . . . . . . . . 17,867,566
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183,757
Promises and fixed assets (including capitalized losses). . . . . . . . . . . . . . . . 342,058
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133,644
Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . 6,778
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . 188,605
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234,601
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 472, 266
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,578,772
--------------
</TABLE>
CONTINUED ON NEXT PAGE

LIABILITIES

<S> <C> <C>
Deposits:
--------------
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,577,518
--------------
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . 5,083,582
Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . 18,493,936
-------------- --------------
In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . . . 269, 371
-------------- --------------
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . 13,796
Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . 255,575
--------------
Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
--------------
Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 375,427
Securities sold under agreements to repurchase. . . . . . . . . . . . . . . . . . . . . 1,077,572
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . 0
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other borrowed money: ///////////
With original maturity of one year or less. . . . . . . . . . . . . . . . . . . . . . . 5,424
With original maturity of more than one year. . . . . . . . . . . . . . . . . . . . . . 846
Mortgage indebtedness and obligations under capitalized leases. . . . . . . . . . . . . . 7,123
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . 191,659
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175,000
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 418,775
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,098,715
Limited-life preferred stock and related surplus. . . . . . . . . . . . . . . . . . . . . 0
--------------

EQUITY CAPITAL

--------------
Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . 0
Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430,000
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 918,675
Undivided profits and capital reserves. . . . . . . . . . . . . . . . . . . . . . . . . . 1,135,806
Net unrealized holding gains (losses) on available-for-sale securities. . . . . . . . . . (4,424)
Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . 0
Total equity capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,480,057
Total liabilities, limited-life preferred stock, and equity capital . . . . . . . . . . . 28,578,772
--------------
</TABLE>

We, the undersigned directors, attest to I, Anthony R. Burriesci
the correctness of this statement of ---------------------------
resources and liabilities. We declare Name
that it has been examined by us, and to
the best of our knowledge and belief Executive V.P. & Controller
has been prepared in conformance with ---------------------------
the instructions and is true and correct. Title

of the above-named bank do
hereby declare that this
Report of Condition is true
and correct to the best of my
knowledge and belief.

(Signed) Wolfgang Schoellkopf
- -----------------------------------------

(Signed) Peter C. Palmieri Directors
- -----------------------------------------

(Signed) Leslie E. Goodman
- -----------------------------------------

(Signed) Anthony R. Burriesci
-----------------------------
Signature

April 27, 1994
------------------------------
Date

<PAGE>

EXHIBIT 25.2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

---------------
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
---------------

MARINE MIDLAND BANK
(Exact name of trustee as specified in its charter)

New York 16-1057879
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)

140 Broadway, New York, N.Y. 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)

INTERNATIONAL CONTROLS CORP.
(Exact name of obligor as specified in its charter)

Florida 54-0698116
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

2016 North Pitcher Street
Kalamazoo, Michigan 49007
(616) 343-6121
(Address of principal executive offices) (Zip Code)

% Senior Subordinated Notes due 2004
(Title of Indenture Securities)

<PAGE>

General
Item 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervisory
authority to which it is subject.

State of New York Banking Department.

Federal Deposit Insurance Corporation, Washington, D.C.

Board of Governors of the Federal Reserve System,
Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. AFFILIATIONS WITH OBLIGOR.

If the obligor is an affiliate of the trustee, describe
each such affiliation.

None

<PAGE>

Item 16. LIST OF EXHIBITS.

Exhibit
- -------

T1A(i) * -- Copy of the Organization
Certificate of Marine Midland
Bank.

T1A(ii) * -- Certificate of the State of
New York Banking Department
dated December 31, 1993 as to
the authority of Marine
Midland Bank to commence
business.

T1A(iii) -- Not applicable.

T1A(iv) * -- Copy of the existing By-Laws
of Marine Midland Bank as
adopted on January 20, 1994.

T1A(v) -- Not applicable.

T1A(vi) * -- Consent of Marine Midland Bank
required by Section 321(b) of
the Trust Indenture Act of
1939.

T1A(vii) -- Copy of the latest report of
condition of the trustee
(March 31, 1994), published
pursuant to law or the
requirement of its supervisory
or examining authority.

T1A(viii) -- Not applicable.

T1A(ix) -- Not applicable.

* Exhibits previously filed with the Securities and Exchange Commission
with Registration No. 33-53693 and incorporated herein by reference
thereto.

<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
Marine Midland Bank, a banking corporation and trust company organized under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York on the 7th day of June , 1994.

MARINE MIDLAND BANK

By:/s/ Peter S. Wolfrath
--------------------------
Peter S. Wolfrath
Assistant Vice President

<PAGE>
Exhibit T1A(vii)

REPORT OF CONDITION

Consolidated Report of Condi-
tion of Marine Midland Bank of
Buffalo, New York and Foreign
and Domestic Subsidiaries, a
member of the Federal Reserve
System, at the close of business
on March 31,1994, pub-
lished in accordance with a call
made by the Federal Reserve
Bank of this District pursuant to
the provisions of the Federal
Reserve Act.
(Dollar Amounts in
Thousands)
ASSETS

0
from depositary institu-
tions:
Noninterest-bearing
balances and currency
and coin............................. $654,847
Interest-bearing bal-
ances............................... 1,652,505
Securities:
Held-to-maturity
securities........................... 1,766,401
Available-for-sale
securities........................... 41,769
Federal funds sold and
securities purchased
under agreements to
resell in domestic of-
fices of the bank and of
its Edge and Agree-
ment subsidiaries, and
in IBF's
Federal funds sold............................... 66,000
Securities purchased
under agreements to
resell............................................ 493,541
Loans and lease financing

<PAGE>

receivables:
Loans and leases, net
of unearned
income......................... 10,181,278
LESS: Allowance for
loan and lease
losses......................... 342,271
LESS: Allocated
transfer risk
reserve........................ 0
Loans and lease, net of
unearned income, al-
lowance, and reserve.............................. 9,839,007
Assets held in trading ac-
counts............................................ 1,494,020
Premises and fixed assets
(including capitalized
leases)........................................... 186,463
Other real estate owned.............................. 118,747
Investments in unconsoli-
dated subsidiaries and
associated companies.............................. 0
Customers' liability to this
bank on acceptances
outstanding....................................... 17,055
Intangible assets................................... 67,022
Other assets......................................... 437,953

Total assets......................................... 16,835,330

LIABILITIES

Deposits:
In domestic
offices........................................... 12,231,288
Noninterest-
bearing........................ 3,020,414
Interest-
bearing........................ 9,210,874
In foreign offices, Edge
and Agreement Subsid-
iaries, and IBF's................................. 1,143,633
Noninterest-
bearing........................ 0
Interest-

<PAGE>

bearing........................ 1,143,633
Federal funds purchased
securities sold un-
der agreements to re-
purchase in domestic
offices of the bank and
of its Edge and Agree-
ment subsidiaries, and
in IBF's
Federal funds purchased........................... 790,500
Securities sold under
agreements to repur-
chase............................................. 199,290

Demand notes issued to
the U.S. Treasury................................. 300,000
Trading Liabilities..................... 88,811
Other borrowed money:
With original maturity
of one year or less.................. 64,734
With original maturity
of more than one year................ 0
Mortgage indebtedness
and obligations under
capitalized leases................................ 41,237
Bank's liability on accep-
tances executed and
outstanding....................................... 18,486
Subordinated notes and
debentures........................................ 225,000
Other liabilities.................................... 368,487

Total
Liabilities....................................... 15,471,466
Limited-Life preferred
stock and related sur-
plus.............................................. 0
EQUITY CAPITAL
Perpetual preferred stock
and related surplus............................... 0
Common Stock......................................... 185,000
Surplus.............................................. 1,182,745
Undivided profits and
capital reserves.................................. (3,881)

LESS: Net unrealized loss

<PAGE>

on marketable equity
securities........................................ 0
Cumulative foreign cur-
rency translation ad-
justments......................................... 0
Total equity capital................................. 1,363,864

Total
Liabilities, limited-life
preferred stock and eq-
uity capital..................................... 16,835,330

I, Gerald A. Ronning, Executive Vice
President & Controller of the above-
named bank do hereby declare that
this Report of Condition has been pre-
pared in conformance with the instruc-
tions issued by the Board of Governors
of the Federal Reserve System and is
true to the best of my knowledge and
belief.
GERALD A. RONNING
We the undersigned directors, attest
to the correctness of this Report of
Condition and declare that it has been
examined by us and to the best of our
knowledge and belief has been pre-
pared in conformance with the instruc-
tions issued by the Board of Governors
of the Federal Reserve System and is
true and correct.

James H. Cleave
Northrup R. Knox
Aman Mehta