<PAGE>

                                                                   EXHIBIT 10.20

                  RECEIVABLE FINANCING PARTICIPATION AGREEMENT

         This Receivable Financing Participation Agreement (this "Agreement"),
dated as of July 31, 2001, is between McGinn Smith Acceptance Corp., a New York
corporation having its principal place of business at 99 Pine Street, Fifth
Floor, Albany, New York 12207 (the "Portfolio Financial Manager"), Pointe Bank,
a Florida state chartered banking association having its principal place of
business at 21845 Powerline Road, Boca Raton, Florida 33433 (the "Senior
Participant"),and King Trust 01, a grantor trust established under the laws of
New York, having its principal place of business c/o McGinn, Smith & Co., Inc.,
Trustee, Capital Center, 99 Pine Street, Albany, New York 12207, (the "Junior
Participant, and together with the Senior Participant, the "Participants").

                              W I T N E S S E T H

         WHEREAS, the Participants desire to purchase from the Portfolio
Financial Manager participations in the cash flows generated by the Contracts
and the Loans on the terms and conditions set forth below; and

         WHEREAS, the parties hereto have entered into a Residential Monitoring
Receivable Financing Agreement (the "Financing Agreement") dated as of July 31,
2001.

         NOW, THEREFORE, it is agreed as follows:

         SECTION 1. DEFINITIONS. Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings ascribed to them in the
Financing Agreement.

         SECTION 2. FINANCING OF CONTRACTS AND LOANS. The Portfolio Financial
Manager has arranged for the financing of Contracts and Loans with King Central
Funding Corp. ("KC"), which satisfy the criteria specified herein and in the
Financing Agreement (each such Contract specified in the Financing Agreement,
including any replacement Contract included by KC as a Pledged Contract, a
"Financed Contract" and, collectively, the "Financed Contracts").


                                       1
<PAGE>

         SECTION 3. FINANCING AGREEMENT. The Portfolio Financial Manager
represents that it has delivered to each Participant a true and correct copy of
the Financing Agreement.

         SECTION 4. WARRANTIES AND REPRESENTATIONS OF THE PORTFOLIO FINANCIAL
MANAGER. To induce the Participants to enter this Agreement and purchase the
Participations hereunder, the Portfolio Financial Manager hereby makes the
following representations and warranties to the Participants, each and all of
which shall survive the execution and delivery of this Agreement:

         (a) The Portfolio Financial Manager is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of New York,
is duly qualified and in good standing under the laws of each jurisdiction where
the conduct of its business hereunder and under the Financing Agreement requires
such qualification and has the requisite power and authority to conduct its
business as contemplated by this Agreement and the Financing Agreement. The
chief executive office and principal place of business of the Portfolio
Financial Manager is as set forth in the introductory paragraph to this
Agreement.

         (b) The execution, delivery and performance by the Portfolio Financial
Manager of this Agreement and the Financing Agreement, the consummation of the
transactions contemplated hereby and thereby and compliance with the provisions
of this Agreement and the Financing Agreement by the Portfolio Financial Manager
(i) are within the Portfolio Financial Manager's corporate powers; (ii) have
been duly authorized by all necessary and proper action on the part of the
Portfolio Financial Manager; and (iii) do not and will not (A) conflict with or
violate the terms and provisions of the Portfolio Financial Manager's
shareholders agreement; (B) require the consent of any party (which has not
heretofore been received) and will not result in a breach of, or default under,
any loan or credit agreement, indenture, business agreement, mortgage, guarantee
or other agreement or instrument to which the Portfolio Financial Manager is a
party or by which it or any of its property is bound; or (C) conflict with or
violate any existing law, rule, regulation, judgment, order or decree of any
governmental instrumentality, agency or court having jurisdiction over the
Portfolio Financial Manager or any of its properties. This Agreement and the
Financing Agreement have been duly executed and delivered by the Portfolio
Financial Manager and constitute the legal, valid and


                                       2
<PAGE>

binding obligations of the Portfolio Financial Manager, enforceable against the
Portfolio Financial Manager in accordance with their respective terms.

         (c) There is no action, litigation, suit, proceeding, inquiry or
investigation, either at law or in equity, or before any court, public body or
board, pending or, to the best of the Portfolio Financial Manager's knowledge,
threatened against or affecting the Portfolio Financial Manager which involves
the possibility of materially or adversely affecting the property, business,
profits or condition (financial or otherwise) of the Portfolio Financial
Manager.

         (d) The Portfolio Financial Manager is not in default with respect to
any contract, agreement, lease or other instrument to which it is a party or by
which it or any of its property is bound and has not received any notice of
default pursuant to any such contract, agreement, lease or other instrument.

         (e) No information contained in this Agreement or any other agreement
or writing executed or issued by the Portfolio Financial Manager or any
statement furnished by or on behalf of the Portfolio Financial Manager in
connection with this Agreement or the Financing Agreement or writing executed or
issued in connection with this Agreement or the Financing Agreement, contains
any untrue statement of a material fact or omits to state a material fact
necessary to make the statements contained herein or therein not misleading.

         (f) To the best knowledge of the Portfolio Financial Manager, each
Financed Contract and each Pledged Contract (i) is, immediately preceding the
time of its inclusion as such, owned by KC free and clear of any and all liens
and security interests in favor of any person other than the Portfolio Financial
Manager; (ii) arose or will arise in connection with a bona fide final sale by
KC Acquisition Corp. ("King") in the ordinary course of business; (iii) is or
will be for a liquidated amount as stated in the Financed Contract or Pledged
Contract and the schedules thereto; (iv) is authorized and created in accordance
with this Agreement and the Financing Agreement; and (v) is not subject to any
defense, deduction, offset or counterclaim. With respect to each Financed
Contract and each Pledged Contract, to the best knowledge of the Portfolio
Financial Manager, all applicable waiting periods under federal and state law
have expired and the customer thereon has accepted the Financed Contract and
affirmed


                                       3
<PAGE>

to the Portfolio Financial Manager that the services thereunder are being
rendered.

         (g) The Portfolio Financial Manager has verified with respect to each
Financed Contract and each Pledged Contract that all blank spaces in the
Financed Contract or Pledged Contract have been completely filled in and that
the address and telephone number of the customer set forth in the Financed
Contract are correct. The Portfolio Financial Manager has supplied the Senior
Participant with a schedule or computer data storage device containing the
names, addresses, social security numbers (where applicable) and Monthly
Revenues for each obligor on the Financed Contracts and the Pledged Contracts
and all such information is accurate in all material respects.

         SECTION 5. COVENANTS OF THE PORTFOLIO FINANCIAL MANAGER. The Portfolio
Financial Manager hereby covenants as follows:

         (a) Credit Standards. Each Financed Contract and each Pledged Contract
shall be duly inspected by the Portfolio Financial Manager, reviewed for
creditworthiness and approved pursuant to the credit standards and procedures
set forth in the Financing Agreement.

         (b) Required Due Diligence Matters. The Portfolio Financial Manager
shall obtain and review the due diligence documents as agreed with the
Participant. The Portfolio Financial Manager has delivered to the Senior
Participant true and correct copies of all such documents and shall make
available all such documents to the Junior Participant upon its request. The
Portfolio Financial Manager will not include any Contract as a Financed Contract
or Pledged Contract if: (i) such financing would violate the terms or provisions
of the certificate of incorporation or by-laws of KC or King; (ii) KC or King is
not in good standing in its jurisdiction of domicile; (iii) KC or King has any
franchise, income or other similar taxes due and owing to any governmental
agency or authority; (iv) any such Contract is subject to any lien or security
interest other than the lien and security interest under the Financing
Agreement; (v)any judgment has been filed against the Security Alarm Dealer
which previously owned such Contract and remains unsatisfied; (vi) the Central
Station with which KC has contracted to provide monitoring services (the
"Central Station") is not duly licensed to transact business as a security
monitoring company in its jurisdiction of domicile or in any state in which it
is performing monitoring


                                       4
<PAGE>

services where such license is required; (vii) the Central Station has not
agreed (A) to provide the Portfolio Financial Manager notice when payments due
to it in connection with Financed Contracts are more than 30 days past due; and
(B) that it will not suspend service with respect to the Financed Contracts
without having provided the Portfolio Financial Manager at least 10 days'
notice; or (viii) KC or such Central Station has failed to maintain general
liability insurance coverage in a minimum amount of $1,000,000.00.

         (c) Contract Standards. Each Financed Contract and each Pledged
Contract shall meet all criteria specified herein and in the Financing
Agreement.

         (d) Contract Compliance. KC shall have all Financed Contracts and all
Pledged Contracts and forms therefor reviewed by its counsel and shall warrant
and represent to the Portfolio Financial Manager that the Financed Contracts and
the Pledged Contracts and their assignment under the Financing Agreement (i) are
legal, valid and binding obligations of the parties thereto, enforceable in
accordance with their terms, and (ii) comply with all federal, state and local
laws, rules and regulations.

         (e) KC. The Portfolio Financial Manager shall be responsible for
overseeing the performance of KC and King of all of their respective obligations
under the Contracts and the Financing Agreement. Upon its own discovery, or upon
its receipt of written notice from a Participant, that an Obligor under a
Contract is not making timely payments or that there is a likelihood that any of
the ratios set forth in Section 5.01 (s) of the Financing Agreement is not being
met, the Portfolio Financial Manager shall require that KC and comply or cause
compliance with the Financing Agreement in replacing such Contract within 10
Business Days following notice.

         SECTION 6. FORMS AND CREDIT DATA. Each Financed Contract and each
Pledged Contract shall be in form and substance satisfactory to the Participant
and shall be held by the Portfolio Financial Manager for the benefit of the
Participants, accompanied by the bona fide, original contract obligation
instrument and all other original documents executed by the Obligor thereon.

         SECTION 7. PURCHASE OF PARTICIPATIONS. The Portfolio Financial Manager
hereby sells and assigns to each Participant a


                                       5
<PAGE>

100% undivided interest in all of the Portfolio Financial Manager's right, title
and interest in and to (A) each Financed Contract, each Pledged Contract
(including any Contract as to which KC directly or indirectly grants to the
Portfolio Financial Manager a lien following the date hereof pursuant to the
Financing Agreement) and each Loan and all proceeds of any of the foregoing, (B)
the Financing Agreement, and (C) all of the documentation relating to the Loans,
the Financed Contracts and the Pledged Contracts (collectively, the "Pool");
provided, however, that (x) the Participants' respective rights in the proceeds
of the Pool shall be determined as set forth herein, (y) notwithstanding the
above, except as set forth herein, the Portfolio Financial Manager shall retain
its rights under the Financing Agreement, and (z) except as set forth herein,
the Portfolio Financial Manager shall continue to take all actions, as agent for
the Participants, under and in accordance with the Financing Agreement. The
purchase price for the Senior Participation (the "Senior Participation Purchase
Price") shall be $2,600,000 and the Purchase Price for the Junior Participation
(the "Junior Participation Purchase Price") shall be $900,000 and together with
the Senior Participation Purchase Price (the "Purchase Price") shall be
$3,500,000. The Purchase Price for the Participations shall be paid by the
respective Participants to the Portfolio Financial Manager upon execution of
this Agreement, together with all required documentation. The parties hereto
acknowledge and agree that the transactions contemplated hereby constitute a
transfer and sale to, and a purchase by, the Participants, of interests in the
Pool and shall not be construed as a loan by the Participants to the Portfolio
Financial Manager. However, in light of the possible applicability of Article 9
of the Uniform Commercial Code (the "UCC") to the transactions contemplated
hereby, the Portfolio Financial Manager hereby grants to the Participants a
first priority security interest in the Pool. In addition to the undertakings
specifically provided for in this Agreement, the Portfolio Financial Manager
shall do all other things and sign and deliver all other documents and
instruments reasonably requested by the Participants to perfect, protect,
maintain and enforce the liens of the Participants and the first priority of
such liens, and all other rights granted pursuant to this Agreement. Such acts
shall include, without limitation, providing the Senior Participant copies of
any documentation relating to Loans, the Financed Contracts and the Pledged
Contracts and the delivery of any document the physical possession of which the
Senior Participant, in its sole discretion reasonably exercised, deems necessary
or advisable in


                                       6
<PAGE>

connection with the transactions contemplated hereby. The Senior
Participant shall have the right to sell all or a portion of its
rights hereunder on such terms as shall be determined by the
Senior Participant.

         SECTION 8. COLLECTIONS AND SERVICING. The Collection Agent, pursuant to
the terms of the Financing Agreement, shall (a) bill for and provide all
required collection services necessary to effect payment of the underlying
obligations by the Obligors on the Financed Contracts, including delivering to
each Obligor a monthly payment advanced billing, and (b) direct all Collections
to the Accumulation Account maintained at the Senior Participant under the
Financing Agreement. The Accumulation Account shall until such time as the
Senior Balance (as hereinafter defined) is reduced to zero (the "Senior
Participation Payout Date"), be maintained in the name, and under the sole
dominion and control, of the Senior Participant. Following the Senior
Participation Payout Date, the Accumulation Account shall be under the sole
dominion and control of the Portfolio Financial Manager and the Portfolio
Financial Manager may, in its discretion, transfer the Accumulation Account to
the financial institution of its choice. Funds deposited in the Accumulation
Account shall, (i) until the Senior Participation Payout Date, be invested by
the Senior Participant in such overnight investments as it deems appropriate and
(ii) after the Senior Participation Payout Date, be invested by the Portfolio
Financial Manager in such overnight investments as it deems appropriate. The
Senior Participation shall bear interest (such interest to be calculated upon
the decreasing balance from time to time of the Senior Participation Purchase
Price (such balance, as in effect from time to time, the "Senior Balance")) at a
rate per annum equal to 9.75%. The Junior Participation shall bear interest
(such interest to be calculated upon the decreasing balance from time to time of
the Junior Participation Purchase Price (such balance, as in effect from time to
time, the "Junior Balance")) at a rate per annum equal to 12.50%. The repayment
schedule of the Participations, reflecting interest payable at the rates set
forth above, is as set forth on Exhibits B and B-1 attached hereto (the
"Scheduled Cash Flow"), which amounts shall be paid monthly from collections
received in the Accumulation Account as set forth herein.

         Proceeds from collections on Contracts shall be applied as provided in
Section 2.02 of the Financing Agreement.


                                       7
<PAGE>

         SECTION 9. ATTRITION RESERVE ACCOUNT. Pursuant to the Financing
Agreement an Attrition Reserve Account shall be established at the Senior
Participant. Funds shall be deposited in and disbursed from the Attrition
Reserve account as provided in the Financing Agreement.

         SECTION 10. PERFORMANCE. The Portfolio Financial Manager shall be
responsible for overseeing that KC and King promptly fulfill all of their
respective obligations to the Obligors with regard to the Financed Contracts and
the Pledged Contracts, and shall, for the benefit of the Participants, enforce,
assert and exercise any and all rights, powers and remedies available under the
Financing Agreement. The financing by the Participants of any Contract will not
be deemed an assumption by the Participants of, or impose upon the Participants,
any obligation under the Contracts or any other agreement with any Obligor.

         SECTION 11. NOTICES TO PARTICIPANTS. The Portfolio Financial Manager
shall promptly notify the Participant of any information that may come to the
Portfolio Financial Manager's attention which may have a material effect on any
Financed Contract or Pledged Contract, including, without limitation, any
default by, or claim or dispute with, any Obligor.

         SECTION 12. RECORDS AND REPORTS. The Portfolio Financial Manager shall,
by appropriate entry in its books of account, record all transactions with the
Participants under this Agreement in accordance with generally accepted
accounting principles, clearly indicating the participations sold hereunder.

         SECTION 13. RIGHT OF AUDIT. The Participants shall have the right to
audit the books, records and accounts of the Portfolio Financial Manager and KC
relating to the Financed Contracts and the Pledged Contracts, at any time during
reasonable business hours and at each Participant's own expense.

         SECTION 14. NOTICES. Any notice, request, instruction or other document
deemed by any party necessary or desirable to be given to any other party hereto
shall be in writing and shall be mailed and addressed as follows:


                                       8
<PAGE>

TO THE PORTFOLIO FINANCIAL MANAGER:

               McGinn Smith Acceptance
               Corp. One Capital Center
               99 Pine Street, 5th Floor
               Albany, NY 12207
               Telephone: (800) 724-3330
               Telecopy: (518) 449-4894

TO THE SENIOR PARTICIPANT:

               Pointe Bank 21845
               Powerline Road Boca
               Raton, Florida 33433
               Telephone: (800) 542-2266
               Telecopy: (561) 394-4289

TO THE JUNIOR PARTICIPANT:

               KING Trust 01
               c/o McGinn, Smith & Co., Inc., Trustee
               One Capital Center, 99 Pine Street, 5th Floor
               Albany, NY 12207
               Attention: David L. Smith, President
               Telephone: (518) 449-5131
               Telecopy: (518) 449-4894

         SECTION 14A. REGARDING THE PORTFOLIO FINANCIAL MANAGER.

         (a) Termination Events. If any one of the following events (each, a
"Termination Event") shall occur prior to the Senior Participation Payout Date:

             (i) any failure by the Portfolio Financial Manager to make any
payment, transfer or deposit or to give instructions or notice when required
pursuant to this Agreement or the Financing Agreement;

             (ii) any failure on the part of the Portfolio Financial Manager
duly to observe or perform in any material respect any of its other covenants or
agreements (not described in paragraph (i) above or (v) below) set forth in this
Agreement or the Financing Agreement, which failure materially adversely affects
the rights of the Participant and continues unremedied and continues to

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<PAGE>

affect materially and adversely the interests of the Participant for a period of
10 days following the date of such failure;

             (iii) any representation, warranty or certification made by the
Portfolio Financial Manager in this Agreement or in any certificate or report
delivered pursuant to this Agreement shall prove to have been incorrect when
made, which has a material adverse effect on the interests of the Participant;

             (iv) there shall occur a change in the stockholders of the
Portfolio Financial Manager;

             (v) the Portfolio Financial Manager shall (A) fail to follow any
instructions given by the Participant in accordance herewith within a reasonable
period of time, (B) fail to deliver the financial statements required to be
delivered under Section 14A (c) hereof within the time set forth in such
Section, or (C) be unable to perform its responsibilities hereunder or under the
Financing Agreement for 10 consecutive days due to any reason, including force
majeure; or

             (vi) the Portfolio Financial Manager or any of its stockholders
shall consent to the appointment of a conservator, receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings of or relating to it or of or relating to all or
substantially all of its property, or a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Portfolio Financial Manager or any of its stockholders and such decree or order
shall have remained in force undischarged or unstayed for a period of 30 days;
or the Portfolio Financial Manager or any of its stockholders shall admit in
writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization
statute, make any assignment for the benefit of its creditors or voluntarily
suspend payment of its obligations; or

             (vii) any Event of Default shall have occurred;


                                       10
<PAGE>

then, the Senior Participant, by notice then given in writing to the Portfolio
Financial Manager, may terminate all of the rights and obligations of the
Portfolio Financial Manager under this Agreement and the Financing Agreement. In
addition, during the continuation of a Termination Event, the Senior Participant
may act as attorney-in-fact for the Portfolio Financial Manager and do all
things necessary to carry out or enforce the obligations of Obligors, KC and
King and to preserve the Senior Participant's lien in and to the Pool. The
Senior Participant as attorney-in-fact will not be liable for any act, omission,
error of judgment or mistake of fact or law, except where such liabilities arise
from such attorney-in-fact's gross negligence or willful misconduct. The
Portfolio Financial Manager ratifies and approves all acts of the Senior
Participant as attorney-in-fact. This power, being coupled with an interest, is
irrevocable until the Senior Participation Payout Date.

         (b) Consequence of Termination. Upon the effectiveness of any
termination hereof, all rights, authority and power of the Portfolio Financial
Manager under this Agreement and the Financing Agreement shall terminate; and,
without limitation, the Senior Participant is hereby authorized and empowered
(upon the failure of the Portfolio Financial Manager to cooperate) to execute
and deliver, on behalf of the Portfolio Financial Manager, as attorney-in-factor
otherwise, all documents and other instruments upon the failure of the Portfolio
Financial Manager to execute or deliver such documents or instruments, and to do
and accomplish all other acts or things necessary or appropriate to effect the
purposes of such transfer of servicing rights. The Portfolio Financial Manager
agrees that it will cooperate with the. Senior Participant and any successor to
the Portfolio Financial Manager in effecting the termination of the
responsibilities and rights of the Portfolio Financial Manager to conduct its
activities hereunder and under the Financing Agreement. The Portfolio Financial
Manager shall promptly transfer its physical and electronic records relating to
the Contracts and KC to its successor in such form as such successor may
reasonably request and shall promptly deliver to such successor all other
records, correspondence and documents necessary for its continued exercise of
its rights and responsibilities hereunder and under the Financing Agreement in
the manner and at such times as such successor shall reasonably request.
Notwithstanding the foregoing, upon the appointment of any successor to the
Portfolio Financial Manager, such successor shall not accept any liabilities of
the Portfolio Financial


                                       11
<PAGE>

Manager hereunder or under the Financing Agreement to the extent such
liabilities are attributable to actions taken by the Portfolio Financial Manager
prior to such termination.

         (c) Reporting Requirements. On the last business day of each calendar
month until the Senior Participation Payout Date, the Portfolio Financial
Manager shall deliver to the Senior Participant financial statements, in such
form as is specified by the Senior Participant and is reasonably acceptable to
the Portfolio Financial Manager, setting forth all relevant financial
information regarding transactions hereunder and under the Financing Agreement.
In addition, on the last business day of each calendar month, the Portfolio
Financial Manager shall deliver to the Senior Participant the last available
information regarding the outstanding principal balance and the aging of each
Financed Contract in such form as may reasonably be requested by the Senior
Participant. In addition, the Portfolio Financial Manager shall notify the
Senior Participant in writing, promptly upon learning thereof, of (i) any
lawsuit or administrative proceeding affecting the Portfolio Financial Manager,
(ii) of any filing by or against KC or King under the United States Bankruptcy
Code, and (iii) the occurrence of any Termination Event or any event which, with
the passage of time, would be a Termination Event.

         (d) Indemnification. The Portfolio Financial Manager shall protect,
indemnify and hold harmless the Senior Participant, any entity to whom the
Senior Participant assigns all or any portion of the Senior Participation and
each of their respective subsidiaries and affiliates, and the agents, employees,
officers and directors thereof, against any and all liabilities, losses, costs
and expenses (including attorneys' fees, expert witness fees, expenses and costs
of settlement), judgments, damages, claims, demands, offsets, defenses,
counterclaims, actions or proceedings, by whomsoever asserted, including,
without limitation, Obligors, KC, King, any governmental instrumentality and any
other third party, in each case arising out of, in connection with or resulting
from (i) any breach by the Portfolio Financial Manager of its covenants,
representations or warranties hereunder or under the Financing Agreement, (ii)
any failure by the Portfolio Financial Manager to take action hereunder or under
the Financing Agreement where the Portfolio Financial Manager had a duty to act,
or (iii) and the failure by the Portfolio Financial Manager to comply with any
applicable law, rule or regulation with respect to this Agreement or the
Financing


                                       12
<PAGE>

Agreement. Any party seeking indemnification hereunder shall have the right to
employ separate counsel at its own expense and to participate in the defense of
any action or proceeding with respect to which the Portfolio Financial Manager
is obligated to provide indemnification hereunder. The Portfolio Financial
Manager shall not compromise any claim without the prior written consent of the
party seeking indemnification (which consent not to be unreasonably withheld).
The Portfolio Financial Manager's obligations under this Section 14A(d) shall
survive the Senior Participation Payout Date or any replacement by the Senior
Participant of the Portfolio Financial Manager hereunder.

         (e) Continued Liability. Anything herein to the contrary
notwithstanding, (i) the Portfolio Financial Manager shall remain liable under
the Financing Agreement to the extent set forth therein to perform all of its
duties and obligations pursuant thereto to the same extent as if this Agreement
had not been executed; (ii) the exercise by the Senior Participant of any rights
pursuant to this Agreement shall not release the Portfolio Financial Manager
from any of its duties or obligations under the Financing Agreement; and (iii)
except to the extent specifically set forth herein, the Senior Participant shall
not have any obligation or liability to the Portfolio Financial Manager, KC, or
King with respect to the Financing Agreement by reason of this Agreement or be
obligated to perform any of the obligations or duties of the Portfolio Financial
Manager pursuant to this Agreement or the Financing Agreement.

         (f) Senior Participant May Perform. If the Portfolio Financial Manager
fails to perform any of its material duties or obligations contained herein or
in the Financing Agreement, the Senior Participant may itself perform, or cause
performance of, such duties or obligations or enforce, or cause enforcement of,
such rights, and the reasonably incurred expenses of the Senior Participant
incurred in connection therewith shall be payable by the Portfolio Financial
Manager on demand.

         (g) Right of Setoff. In addition to any other rights of the Senior
Participant hereunder or under applicable law, the Senior Participant shall have
the right to appropriate and apply to the payment of the Portfolio Financial
Manager's obligations hereunder any and all money or property of the Portfolio
Financial Manager then held by the Senior Participant.


                                       13
<PAGE>

         SECTION I7. ENTIRE AGREEMENT,ETC. This Agreement and the Transaction
Documents expresses the entire agreement of the parties hereto, and supersedes
all prior promises, representations, understandings, arrangements and agreements
between the parties with respect to the subject matter herein. The parties
hereto further acknowledge and agree that none of them has made any
representations to induce the execution and delivery of the Agreement except
those as specifically set forth herein. Until the Senior Participation Payout
Date, without the prior written consent of the Senior Participant,(a) the
Portfolio Financial Manager may not sell, assign or transfer any of its rights
or responsibilities hereunder or under the Financing Agreement, and (b) this
Agreement may not be modified, altered or amended, and the Portfolio Financial
Manager may not modify, amend, alter or waive any of its rights under the
Financing Agreement. Each party hereto waives all right to trial by jury in any
action or proceeding to enforce or defend any rights hereunder. This Agreement
shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and permitted assigns. This Agreement may be executed in
any number of counterparts (including counterparts executed and/or delivered by
facsimile or telecopy), and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument.

         SECTION 18. APPLICABLE LAW. This Agreement shall be governed and
construed under the laws of the State of New York.


                                       14
<PAGE>

          IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first above written.

McGINN SMITH ACCEPTANCE CORP.

By: /s/ Timothy M. McGinn
    ---------------------------
Title: Chairman



POINTE BANK

By: /s/
    ---------------------------
Title: Senior Vice President



KING TRUST 01

By: McGinn, Smith & Co., Inc., Trustee


By: /s/ Timothy M. McGinn
    ---------------------------
    Timothy M. McGinn

Title: Chairman


                                       15
<PAGE>

                                  King Trust 01

                                    Exhibit B

                    Senior Participant's Scheduled Cash Flow

<TABLE>
<CAPTION>
                                         Begin                                          Total          Ending
                                        Balance           9.75%        Principal        Debt           Balance
Month        Payment Date             Sr Tranche        Interest       Payments        Service       Sr Tranche
<S>     <C>                <C>        <C>               <C>            <C>            <C>            <C>
   1    September          2001       $2,600,000        $21,125              $0        $21,125       $2,600,000
   2    October            2001       $2,600,000        $21,125              $0        $21,125       $2,600,000
   3    November           2001       $2,600,000        $21,125              $0        $21,125       $2,600,000
   4    December           2001       $2,600,000        $21,125              $0        $21,125       $2,600,000
   5    January            2002       $2,600,000        $21,125              $0        $21,125       $2.600,000
   6    February           2002       $2,600,000        $21,125              $0        $21,125       $2,600,000
   7    March              2002       $2,600,000        $21,125              $0        $21,125       $2,600,000
   8    April              2002       $2,600,000        $21,125              $0        $21,125       $2,600,000
   9    May                2002       $2,600,000        $21,125              $0        $21,125       $2,600,000
  10    June               2002       $2,600,000        $21,125         $69,500        $90,625       $2,530,500
  11    July               2002       $2,530,500        $20,560         $70,065        $90,625       $2,460,435
  12    August             2002       $2,460,435        $19,991         $70,634        $90,625       $2,389,801
  13    September          2002       $2,389,801        $19,417         $71,208        $90,625       $2,318,593
  14    October            2002       $2,318,593        $18.839         $71,786        $90,625       $2,246,807
  15    November           2002       $2,246,807        $18,255         $72,370        $90,625       $2,174,437
  16    December           2002       $2,174,437        $17,667         $72,958        $90,625       $2,101,480
  17    January            2002       $2,101,480        $17,075         $73,550        $90,625       $2,027,929
  18    February           2003       $2,027,929        $16,477         $74,148        $90,625       $1,953,781
  19    March              2003       $1,953,781        $15,874         $74,751        $90,625       $1,879,031
  20    April              2003       $1,879,031        $15,267         $75,358        $90,625       $1,803,673
  21    May                2003       $1,803,673        $14,655         $75,970        $90,625       $1,727,703
  22    June               2003       $1,727,703        $14,038         $76,587        $90,625       $1,651,115
  23    July               2003       $1,651,115        $13,415         $77,210        $90,625       $1,573,905
  24    August             2003       $1,573,905        $12,788         $77,837        $90,625       $1,496,068
  25    September          2003       $1,496,068        $12,156         $78,469        $90,625       $1,417,599
  26    October            2003       $1,417,599        $11,518         $79,107        $90,625       $1,338,492
  27    November           2003       $1,338,492        $10,875         $79,750        $90,625       $1,258,742
  28    December           2003       $1,258,742        $10,227         $80,398        $90,625       $1,178,345
  29    January            2003       $1,178,345         $9,574         $96,051       $105,625       $1,082,294
  30    February           2004       $1,082,294         $8,794         $96,831       $105,625         $985,462
  31    March              2004         $985,462         $8,007         $97.618       $105,625         $887,844
  32    April              2004         $887,844         $7,214         $98,411       $105,625         $789,433
  33    May                2004         $789,433         $6,414         $99,211       $105,625         $690,222
  34    June               2004         $690,222          $5608        $100,017       $105,625         $590,205
  35    July               2004         $590,205         $4,795        $100,830       $105,625         $489,375
  36    August             2004         $489,375         $3,976        $101,649       $105,625         $387,727
  37    September          2004         $387,727         $3,150        $102,475       $105,625         $285,252
  38    October            2004         $285,252         $2,318        $103,307       $105,625         $181,945
  39    November           2004         $181,945         $1,478        $104,147       $105,625          $77,798
  40    December           2004          $77,798           $632         $77,798        $78,430               $0
</TABLE>
<PAGE>

                                  King Trust 01

                                   Exhibit B-1

                    Junior Participant's Scheduled Cash Flow

<TABLE>
<CAPTION>
                                  Begin                                              Total           Ending
                                 Balance             12.50%        Principal         Debt            Balance
    Payment Date               Jr Tranche           Interest       Payments         Service        Jr Tranche
<S>               <C>           <C>                  <C>           <C>             <C>              <C>
September         2001          $900,000             $9,375              $0          $9,375         $900,000
October           2001          $900,000             $9,375              $0          $9,375         $900,000
November          2001          $900,000             $9,375              $0          $9,375         $900,000
December          2001          $900,000             $9,375              $0          $9,375         $900,000
January           2002          $900,000             $9,375              $0          $9,375         $900,000
February          2002          $900,000             $9,375              $0          $9,375         $900,000
March             2002          $900,000             $9,375              $0          $9,375         $900,000
April             2002          $900,000             $9,375              $0          $9,375         $900,000
May               2002          $900,000             $9,375              $0          $9,375         $900,000
June              2002          $900,000             $9,375              $0          $9,375         $900,000
July              2002          $900,000             $9,375              $0          $9,375         $900,000
August            2002          $900,000             $9,375              $0          $9,375         $900,000
September         2002          $900,000             $9,375              $0          $9,375         $900,000
October           2002          $900,000             $9,375              $0          $9,375         $900,000
November          2002          $900,000             $9,375              $0          $9,375         $900,000
December          2002          $900,000             $9,375              $0          $9,375         $900,000
January           2002          $900,000             $9,375              $0          $9,375         $900,000
February          2003          $900,000             $9,375              $0          $9,375         $900,000
March             2003          $900,000             $9,375              $0          $9,375         $900,000
April             2003          $900,000             $9,375              $0          $9,375         $900,000
May               2003          $900,000             $9,375              $0          $9,375         $900,000
June              2003          $900,000             $9,375              $0          $9,375         $900,000
July              2003          $900,000             $9,375              $0          $9,375         $900,000
August            2003          $900,000             $9,375              $0          $9,375         $900,000
September         2003          $900,000             $9,375              $0          $9,375         $900,000
October           2003          $900,000             $9,375              $0          $9,375         $900,000
November          2003          $900,000             $9,375              $0          $9,375         $900,000
December          2003          $900,000             $9,375              $0          $9,375         $900,000
January           2003          $900,000             $9,375              $0          $9,375         $900,000
February          2004          $900,000             $9,375              $0          $9,375         $900,000
March             2004          $900,000             $9,375              $0          $9,375         $900,000
April             2004          $900,000             $9,375              $0          $9,375         $900,000
May               2004          $900,000             $9,375              $0          $9,375         $900,000
June              2004          $900,000             $9,375              $0          $9,375         $900,000
July              2004          $900,000             $9,375              $0          $9,375         $900,000
August            2004          $900,000             $9,375              $0          $9,375         $900,000
September         2004          $900,000             $9,375              $0          $9,375         $900,000
October           2004          $900,000             $9,375              $0          $9,375         $900,000
November          2004          $900,000             $9,375              $0          $9,375         $900,000
December          2004          $900,000             $9,375         $27,195         $36,570         $872,805
January           2004          $872,805             $9,092        $105,908        $115,000         $766,897
February          2005          $766,897             $7,989        $107,011        $115,000         $659,885
March             2005          $659,885             $6,874        $108,126        $115,000         $551,759
April             2005          $551,759             $5,747        $109,253        $115,000         $442,506
May               2005          $442,506             $4,609        $110,391        $115,000         $332,116
June              2005          $332,116             $3,460        $111,540        $115,000         $220,575
July              2005          $220,575             $2,298        $112,702        $115,000         $107,873
August            2005          $107,873             $1,124        $113,876        $115,000          ($6,003)
</TABLE>
<PAGE>

-------------------------------------------------------------  [POINTEBANK Logo]

21845 POWERLINE ROAD
BOCA RATON, FL 33433
561/368-6300
http://pointebank.com


October 2, 2002




McGinn Smith & Co., Inc.
99 Pine Street
Albany, NY 12207

Att: Mrs. Mary Ann McGinn

Fax Number #518-449-4894

RE: King Central Funding Corp.
     Loan #30002433

The above referenced loan was paid off effective September 26, 2002 in the
amount of $2,334,529.88.



Pointe Bank

/s/ Gerry Warrick
Gerry Warrick
Loan Servicing