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                                                                     Exhibit 4.7

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF A REGISTRATION OR AN
EXEMPTION THEREFROM.

THE SECURITIES ARE SUBJECT TO THE SUBORDINATION PROVISIONS SET FORTH IN SECTION
7 HEREIN, AND THE PROVISIONS OF SECTION 2 REGARDING THE REDUCTION OF PRINCIPAL


                              CFSL ACQUISITION CORP.


                                                                    May 17, 2002


                            4.47% Subordinated Note
                               Due June 30, 2007

No.: 1                                                          U.S. $15,000,000

      CFSL ACQUISITION CORP., a corporation duly organized and existing under
the laws of the State of Delaware (the "Company"), for value received, hereby
promise to pay to NOBS Capital Ventures, L.L.C., a Virginia limited liability
company, or its registered assigns, on the 30th day of June, 2007, the principal
amount of FIFTEEN MILLION DOLLARS ($15,000,000) and, subject to the provisions
of Section 7 hereof, to pay interest on the unpaid principal amount hereof
(computed on the basis of a 360-day year of twelve 30-day months) at the rate of
4.47% per annum in accordance with the provisions set forth below.

Interest Payment Dates:       June 30, 2002, September 30, 2002, December 31,
                              2002, and each March 31, June 30, September 30
                              and December 31 commencing March 31, 2003.

Record Dates:                 June 15, 2002, September 15, 2002, December 15,
                              2002, and each March 15, June 15, September 15 and
                              December 15 commencing March 31, 2003.


                              See Section 11 for certain definitions.

1.  Payment of Interest.

      Subject to the provisions of Section 7 hereof, the Company promises to pay
interest on the unpaid principal amount hereof (computed on the basis of a 360
day year of twelve 30-day months) at the interest rate of 4.47% per annum (the
"Stated Rate") commencing May ________, 2002. If the outstanding principal
amount of the Note, together with accrued but unpaid interest thereon, is not
paid in full on June 30, 2007 (the "Due Date"), then and in such event, the
interest rate shall automatically and without the requirement of notice or
demand of any kind be increased on and as of the Due Date to 10.0% per annum
(the "Default Rate"), and from and after the Due Date, interest at the Default
Rate shall accrue on the outstanding principal balance
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hereof and to the extent lawful on any accrued but unpaid interest payable
hereunder (including post-petition interest in any proceeding under the
Bankruptcy Code) until the entire outstanding principal balance hereof, together
with accrued but unpaid interest thereon (whether at the Stated Rate or the
Default Rate), is paid and satisfied in full.

      Subject to the provisions of Section 7 hereof, the Company shall pay
interest quarterly on March 31, June 30, September 31 and December 31 of each
year (each, an "Interest Payment Date"). Interest on this Note shall accrue from
the later of (a) May _____, 2002 or (b) the most recent date to which interest
has been paid, in each case to and including the day immediately preceding an
Interest Payment Date.

2.  Reduction of Principal.

      The principal amount of this Note may be reduced by the Company pursuant
to the provisions of Section 12.01(d) of the Purchase Agreement and any Holder
of this Note shall be bound by the provisions of this Section 2 and Section
12.01(d) of the Purchase Agreement.

3. Method of Payment.

      On each Interest Payment Date, the Company shall pay interest on this Note
to the Person who is the registered Holder of this Note at the close of business
on the Record Date immediately preceding such Interest Payment Date. The Holder
must surrender this Note to the Company to collect payments of principal.
Payments of principal shall be made by wire transfer in immediately available
funds to the Holder's account at a bank in the United States specified by such
Holder and entered into the Register, or at the option of the Holder, at the
time of surrender by such Holder of this Note, by check. Payments of interest
shall be made by wire transfer as set forth above. The Company shall pay
principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts. If a payment date is a
Legal Holiday at a place of payment, payment shall be made at that place on the
next succeeding day that is not a Legal Holiday.

4. Registrar of Holders.

      The Company shall keep at its principal office a register (the "Register")
in which shall be entered the names, addresses and bank accounts of the
registered holders of the Notes and particulars of the respective Notes held by
them and of all transfers and exchanges of such Notes. References herein to the
"Holder" of a Note shall mean the Person listed in the Register as the payee of
such Note unless the payee shall have presented such Note to the Company for
transfer and the transferee shall have been entered in the Register as a
subsequent holder, in which case the term shall mean such subsequent holder. The
ownership of the Notes shall be proven by the Register. For the purpose of
paying principal and interest on the Notes, the Company shall be entitled to
rely on the names, addresses and bank accounts in the Register and,
notwithstanding anything to the contrary contained in this Note, no Event of
Default shall occur under Section 9 hereof if payment of principal and interest
is made to, and in accordance with, the names and addresses and other
particulars contained in the Register.


                                       2
<PAGE>
 5. Transfer or Exchange.

     (a) Subject to Section 5(b) below, the Holder of this Note, or of any Note
or Notes issued upon transfer or exchange of this Note or in substitution for
this Note pursuant to the provisions of this Section 5, may, at its option, in
person or by duly authorized attorney, surrender the same for transfer or
exchange at the office of the Company and, within a reasonable time thereafter
and without expense (other than transfer taxes, if any, the payment of which
shall have been established to the satisfaction of the Company), receive in
exchange therefor one or more duly executed printed or typewritten Notes, each
in the principal amount of $1,000 or an integral multiple thereof (or in the
case of any Note so surrendered that is in a principal amount less than $1,000,
in an equal principal amount) dated as of the date to which interest has most
recently been paid, and payable to such Person or Persons, all as may be
designated by such Holder, for the same aggregate principal amount as the then
unpaid principal amount of the Note or Notes so surrendered. Subject to Section
5(b), the Company covenants and agrees to take and cause to be taken all action
reasonably necessary to effect such transfers and exchanges. The Company hereby
designates as its office where the Register will be maintained and the Notes
may be presented for transfer, redemption or exchange, its principal office,
which shall be initially at CFSL Acquisition Corp., 51 West 52nd Street, 23rd
Floor, New York, New York 10019.

     (b) Right of First Refusal.

            (i) In the event that the Holder (the "Proposed Transferor")
      proposes to sell or otherwise transfer all or a portion of this Note to
      any party other than a Permitted Transferee, pursuant to a bona fide offer
      from a third party (the "Proposed Transferee"), such Holder must first
      give the Company written notice (the "Company Notice") of the principal
      amount of the Note to be transferred, the price, terms and conditions of
      the proposed sale, including the identity of the Proposed Transferee, and
      a copy of any written proposal, term sheet, letter of intent or other
      agreement relating to the proposed sale.

            (ii) Within twenty (20) days after the receipt of the Company
      Notice, the Company or a Subsidiary of the Company designated by the
      Company may elect to purchase, at the price and on the terms specified in
      the company Notice, the entire principal amount of the Note proposed to be
      transferred by the Proposed Transferor, as described in the Company
      Notice. In the event the Company or a Subsidiary elects to purchase the
      entire principal amount of the Note proposed to be transferred, the
      closing of such purchase will take place on the later of five (5)days
      after the expiration of such twenty (20) day period.

            (iii) In the event that the Company fails to exercise this right of
      first refusal within the twenty (20) day period (the "Notice Period"), the
      Proposed Transferor will have sixty (60) days then after to sell the
      portion of the Note not elected to be purchased at the price and upon the
      terms and conditions no more favorable to the purchasers than specified in
      the Company Notice. Prior to completing such transfer, the Holder shall
      deliver to the Company an opinion of counsel, in form and substance
      reasonably satisfactory to the Company, that such transfer does not
      require registration under the


                                       3
<PAGE>
      Securities Act. In the event the Proposed Transferor has not completed
      such sale within such sixty (60) day period, the Proposed Transferor may
      not thereafter complete such sale without first making an offer to the
      Company in the manner provided in this Section 5(b).

            (iv) Notwithstanding the foregoing, the Holder may pledge this Note
      as collateral security in connection with a bona fide borrowing
      transaction (and the lender or lenders in such transaction may foreclose
      upon this Note) without complying with the provisions of this Section
      5(b), provided that the Holder delivers to the Company an opinion of
      counsel of the type set forth in the previous paragraph.

6. Covenants. So long as there exists an unsatisfied Obligation, the Company
covenants and agrees as follows:

     (a) Payment of Note. The Company shall pay the principal of and interest on
this Note on the dates and in the manner provided herein.

     (b) Financial Statements. The Company will deliver to each Holder holding
at least 50% of the initial aggregate outstanding principal of the Notes:

            (i) as soon as practicable, but in any event within ninety (90) days
      after the end of each fiscal year of the Company, an audited
      (consolidated) balance sheet of the Company (or its parent corporation)
      and its Subsidiaries as of the end of such fiscal year and the related
      audited (consolidated) statements of income, stockholders' equity and cash
      flows for the fiscal year then ended, prepared in accordance with
      generally accepted accounting principles ("GAAP"), and certified by a firm
      of independent public accountants of recognized national standing selected
      by the Board of Directors of the Company (or its parent corporation);

            (ii) as soon as practicable, but in any event within forty-five (45)
      days after the end of each of the first three quarterly accounting periods
      in each fiscal year, a (consolidated) balance sheet of the Company (or its
      parent corporation) and its Subsidiaries as of the end of such fiscal
      quarter, and the related (consolidated) statements of income,
      stockholders' equity and cash flows for such fiscal quarter and for the
      fiscal year-to-date, in each case with comparative statements for the
      prior fiscal year period, and the projected budget, unaudited but prepared
      in accordance with GAAP consistently applied (other than year-end audit
      adjustments);

            (iii) with respect to the financial statements called for in Section
      6(b)(ii) above, a certificate executed by the chief financial officer of
      the Company (or its parent corporation) certifying that such financials
      were prepared in accordance with GAAP consistently applied (with the
      exception of footnotes that may be required by GAAP) and fairly present
      the financial condition of the Company (or its parent corporation) and its
      results of operation for the period specified, subject to normal year-end
      audit adjustments;

            (iv) within thirty (30) days of the end of each month, an unaudited
      income statement and statement of cash flows and balance sheet for and as
      of the end of such month, in reasonable detail; and


                                       4
<PAGE>
            (v) as early as practicable, but in any event at least no later than
      thirty (30) days prior to the start of each fiscal year, a business plan,
      consolidated capital and operating expense budgets, and income and loss
      projections for the Company (or its parent corporation) and its
      Subsidiaries in respect of such fiscal year, all itemized in reasonable
      detail.

      By acceptance hereof, each holder of this Note agrees to hold all of such
information in strictest confidence, and to provide it only to its legal,
financial and tax advisors who are bound by a duty of confidentiality to the
Holder.

7.  Subordination.

      (a) All Junior Claims shall be and hereby are expressly made subordinate
and junior in right of payment to all Senior Claims to the extent and in the
manner provided in these subordination provisions and each holder of any such
Junior Claim (or of any instrument evidencing the same) by acceptance thereof
agrees to be bound by these subordination provisions.

      (b) These subordination provisions are made for the benefit of the holders
of the Senior Claims and such holders are hereby made obligees and third-party
beneficiaries hereunder with the same effect as if their names were written as
such in these subordination provisions and any such holder or all of them may
proceed to enforce such provisions. Each holder of any such Junior Claim (or any
instrument evidencing the same) by acceptance thereof waives any and all notice
of the creation or accrual of any such Senior Claim and notice of proof of
reliance upon these subordination provisions by any holder of any Senior Claim
and any such Senior Claim shall conclusively be deemed to have been created,
contracted or incurred in reliance upon these subordination provisions and all
dealings between the Company and the holders of any such Senior Claims so
arising shall be deemed to have been consummated in reliance upon these
subordination provisions.

      (c) Unless and until all Senior Claims shall first be Indefeasibly Paid,
(i) other than as provided in Section 2 hereof, no Junior Claim shall have any
claim to the assets of the Company on a parity with or prior to the Senior
Claims and no payment of any kind or character from any source may be made by or
on behalf of the Company (whether directly or indirectly, by set-off,
redemption, purchase or in any other manner) on account of any Junior Claim (it
being understood that all Junior Claims shall be subordinate in right of payment
and priority to all Senior Claims) and (ii) the Company shall not (whether
directly or indirectly) provide or permit to be provided any security for the
whole or any part, including any guarantee, letter of credit or similar credit
support facility to support payment, of any Junior Claim; provided, however,
that at any time prior to the occurrence of a Senior Default or Senior Event of
Default, the Company may make, and the holders of Junior Claims may receive,
scheduled interest payments on account of the Junior Claims in accordance with
the terms of this Note.

      (d) Subordination in the Event of Insolvency. In the event of any
Proceeding:

            (i) All Senior Claims shall first be Indefeasibly Paid, or such
      payment shall have been provided for in a manner satisfactory to the
      holders of the Senior Claims,


                                       5
<PAGE>
      before any payment of any kind or character from any source may be made
      by or on behalf of the Company (whether directly or indirectly, by
      set-off, redemption, purchase or in any other manner) on account of any
      Junior Claim.

            (ii) Any such payment which would otherwise (but for these
      subordination provisions) be payable or deliverable in respect of any
      Junior Claim shall be paid or delivered directly to the holders of the
      Senior Claims (or to an institution selected by the court or other
      person making the payment or delivery or designated by any holder of any
      Senior Claim) for application in payment of the Senior Claims in
      accordance with the priorities then existing among such holders until all
      Senior Claims shall have been Indefeasibly Paid, or such payment shall
      have been provided for in a manner satisfactory to the holders of the
      Senior Claims.

            (iii) The holders of the Senior Claims shall be entitled, in
      connection with any Proceeding, at any creditors' meetings or otherwise in
      connection with any election of trustees, resolution, arrangement, plan of
      reorganization, compromise, settlement or extension, (A) to vote all
      claims of the holders of the Junior Claims in respect of such Junior
      Claims in connection with any Proceeding and (B) to direct, in their sole
      discretion, the holders of the Junior Claims to vote all their Junior
      Claims.

            (iv) In connection with any Proceeding, each holder of any Junior
      Claim (or any instrument evidencing the same) by acceptance thereof
      irrevocably authorizes the holders of the Senior Claims, or any of them,
      to demand, sue for, collect and receive all payments and distributions to
      the extent required in Section 7(d)(ii) above, to give acquittance
      therefor and to take such other actions as such holders of the Senior
      Claims may deem necessary or advisable for the enforcement of these
      subordination provisions. Each such holder of any Junior Claim by its
      acceptance thereof, further agrees duly and promptly to take such action
      as may be requested at any time or from time to time by the holders of
      the Senior Claims, to file appropriate proofs of claim in respect of such
      Junior Claims, and to execute and deliver such powers of attorney,
      assignments or proofs of claim or other instruments as may be requested by
      the holders of the Senior Claims, all as may be necessary or advisable to
      enable such holders of the Senior Claims to enforce any and all claims
      upon or in respect of the Junior Claims and to receive any and all
      payments or distributions to the extent required in Section 7(d)(ii)
      above.


      (e) Turnover of Improper Payments. If any payment or distribution of any
character or any security, whether in cash, securities or other property shall
be received by any holder of any Junior Claim in contravention of any of the
terms hereof and before all the Senior Claims shall have been Indefeasibly Paid
or such payment shall have been provided for in a manner satisfactory to the
holders of the Senior Claims, such payment or distribution or security shall be
received in trust for the benefit of, and shall be paid over or delivered and
transferred to, the holders of the Senior Claims at the time outstanding in
accordance with the priorities then existing among such holders for application
to the payment of all Senior Claims remaining unpaid, to the extent necessary to
pay all such Senior Claims in full. In the event of the failure of any holder of
any Junior Claim to endorse or assign any such payment, distribution or
security, each holder of any Senior Claim is hereby irrevocably authorized to
endorse or assign the same.


                                       6
<PAGE>
      (f) No Prejudice or Impairment.

            (i) The rights under these subordination provisions of the holders
      of any Senior Claims as against the holders of any Junior Claims shall, to
      the fullest extent permitted by applicable law, remain in full force and
      effect without regard to, and shall not be impaired or affected by:

                  (A) any act or failure to act on the part of the Company; or


                  (B) any extension or indulgence in respect of any payment or
            prepayment of any Senior Claim or any part thereof or in respect of
            any other amount payable to any holder of any Senior Claim; or

                  (C) any amendment, modification or waiver of, or addition or
            supplement to, or deletion from, or compromise, release, consent or
            other action in respect of, any of the terms of any Senior Claim,
            any Senior Document or any other agreement which may be made
            relating to any Senior Claim, or

                  (D) any exercise or non-exercise by the holder of any Senior
            Claim of any right, power, privilege or remedy under or in respect
            of such Senior Claim, the Senior Documents or these subordination
            provisions or any waiver of any such right, power, privilege or
            remedy or of any default in respect of such Senior Claim, the Senior
            Document or these subordination provisions, or any receipt by the
            holder of any Senior Claim of any security or guaranty, or any
            failure by such holder to perfect a security interest in, or any
            release by such holder of, any security or guaranty for the payment
            of such Senior Claim; or

                  (E) any merger or consolidation of the Company or any of its
            subsidiaries into or with any other person, or any sale, lease or
            transfer of any or all of the assets of the Company or any of its
            subsidiaries to any other person; or

                  (F) absence of any notice to, or knowledge by, any holder of
            any Junior Claim of the existence or occurrence of any of the
            matters or events set forth in the foregoing subsections (A) through
            (E); or

                  (G) any other circumstance.

            (ii) Each holder of any Junior Claim, to the fullest extent
      permitted by applicable law, by its acceptance thereof, unconditionally
      waives (A) notice of any of the matters referred to in Section 7(f)(i)
      above, (B) all notices which may be required, whether by statute, rule of
      law or otherwise, to preserve intact any rights of any holder of any
      Senior Claim against the Company, including, without limitation, any
      demand, presentment and protest, proof of notice of nonpayment under any
      Senior Claim or the Senior Documents, and notice of any failure on the
      part of the Company to perform and comply with any covenant, agreement,
      term or condition of the Senior Claims or the Senior Documents, (C) any
      right to the enforcement, assertion or exercise by any holder of any
      Senior Claims of any right, power, privilege or remedy conferred in such
      Senior Claims or the Senior Documents, or otherwise, (D) any requirement
      of diligence on the


                                       7
<PAGE>
      part of any holder of any of the Senior Claims, (E) any requirement on the
      part of any holder of any Senior Claim to mitigate damages resulting from
      any default under such Senior Claim or the Senior Documents, and (F) any
      notice of any sale, transfer or other disposition of any Senior Claims by
      any holder thereof.

            (iii) The obligations of the holders of Junior Claims under these
      subordination provisions shall continue to be effective, or be reinstated,
      as the case may be, if at any time any payment in respect of any Senior
      Claim, or any other payment to any holder of any Senior Claim in its
      capacity as such, is rescinded or must otherwise be restored or returned
      by the holder of such Senior Claim upon the occurrence of any Proceeding,
      or upon or as a result of the appointment of a receiver, intervenor or
      conservator of, or trustee or similar officer for, the Company or any
      substantial part of its property, or otherwise, all as though such payment
      had not been made.

      (g) Company's Obligations Absolute. Nothing contained herein shall
impair, as between the Company and the holder of any Junior Claim, the
obligation of the Company to pay to the holder thereof all amounts payable in
respect of such Junior Claim as and when the same shall become due and payable
in accordance with the terms thereof, subject to the rights of the holders of
the Senior Claims as set forth in these subordination provisions to receive
cash, securities or other property otherwise payable or deliverable to the
holders of the Junior Claims.

      (h) Subrogation. No Holder of any Junior Claim shall have any subrogation
or other rights as the holder of a Senior Claim, and each holder of any Junior
Claim hereby waives all such rights of subrogation and all rights of
reimbursement or indemnity whatsoever and all rights of recourse to any
security for any Senior Claim, until such time as all the Senior Claims shall
be Indefeasibly Paid or such payment shall have been provided for in a manner
satisfactory to the holders of the Senior Claims and all of the obligations of
the Company under the Senior Claims and the Senior Documents shall have been
duly performed. From and after the time at which all Senior Claims have been
Indefeasibly Paid or such payment shall have been provided for in a manner
satisfactory to all of the holders of the Senior Claims, the holders of the
Junior Claims shall be subrogated to all rights of any holders of Senior Claims
to receive any further payments or distributions applicable to the Senior
Claims until the Junior Claims shall have been Indefeasibly Paid or such
payment shall have been provided for in a manner satisfactory to the holders of
the Junior Claims, and for the purposes of such subrogation, no payment or
distribution received by the holders of the Senior Claims of cash, securities
or other property to which the holders of the Junior Claims would have been
entitled except for these subordination provisions shall, as between the
Company and its creditors other than the holders of the Senior Claims, on the
one hand, and the holders of the Junior Claims, on the other, be deemed to be a
payment or distribution by the Company to or on account of the Senior Claims.

      (i) No Acceleration. Except in circumstances when the provisions of
Section 7(d) are applicable, no Junior Claim shall be declared due and payable
as a result of the occurrence of any one or more defaults hereunder without the
prior written consent of a majority in principal amount of the Senior Claims.


                                       8
<PAGE>
       (j) Limitation on Actions. Each holder of any Junior Claim (or any
instruments evidencing the same) by acceptance thereof agrees and undertakes, to
the fullest extent permitted by applicable law, that:

             (i) Such holder will not take, obtain or hold (or permit anyone
       acting on its behalf to take, obtain or hold) any assets of the Company,
       whether as a result of any administrative, legal or equitable action, or
       otherwise, in violation of the provisions of these subordination
       provisions.

             (ii) Without the prior written consent of a majority in principal
       amount of the Senior Claims, such holder will not commence, prosecute or
       participate in any administrative, legal or equitable action against the
       Company relating to any Junior Claims, including, without limitation, any
       Proceeding.

             (iii) If such holder, in violation of the provisions herein set
      forth, shall commence, prosecute or participate in any suit, action, case
      or Proceeding against the Company, the Company may interpose as a defense
      or plea the provisions set forth herein, and any holder of any Senior
      Claim may intervene and interpose such defense or plea in its own name or
      in the name of the Company, and shall, in any event, be entitled to
      restrain the enforcement of the payment provisions of the Junior Claims in
      its own name or in the name of the Company, as the case may be, in the
      same suit, action, case or Proceeding or in any independent suit, action,
      case or Proceeding.

             (iv) Such holder will not take, obtain or hold (or permit anyone
      acting on its behalf to take, obtain or hold), or otherwise cause the
      Company or any other person to suffer to exist, (A) any lien upon any
      asset of the Company or of such other person in respect of any Junior
      Claim or (B) any guaranty in respect of any Junior Claim (in the case of
      such other person).

       (k) Other Provisions Subject Hereto. Notwithstanding anything contained
in this Note to the contrary, all terms of this Note are subject to the terms of
this Section 7. The terms of this Section 7 shall continue to be effective and
shall be reinstated, as the case may be, if at any time any payment in respect
of Senior Claims is rescinded or must otherwise be returned on the insolvency,
bankruptcy or reorganization of the Company or otherwise, all as though such
payment had not been made.

     (l) Further Assurances. The holders of the Junior Claims and the Company at
their own expense and at any time from time to time, upon the written request of
the holders of any Senior Claims or their representative will promptly and duly
execute and deliver such further instruments and documents and take such further
actions as such holders of Senior Claims or their representative reasonably may
request for the purposes of obtaining or preserving the full benefits hereof and
of the rights and powers herein granted.

      (m) Powers Coupled with an Interest. All powers, authorizations and
agencies contained in this Section 7 are coupled with an interest and are
irrevocable until the Senior Claims shall have been Indefeasibly Paid.


                                       9
<PAGE>
 8. Redemption.

      (a) Redemption upon a Change of Control.

      Subject to Section 7 and if no Senior Default or Senior Event of Default
has occurred and is continuing, upon the occurrence of a Change of Control, the
Company shall, on date of the closing of such Change of Control (the "Change of
Control Date"), if so requested in writing by the holders of the majority in
principal amount of the Notes then outstanding, redeem all or a portion of the
Notes (subject to Section 8(c) below) at a redemption price equal to the
outstanding principal amount of the Notes, together with all accrued and
outstanding interest through and including the Change of Control Date, provided,
however, that the acquiror or successor of the Company upon a Change of Control
may assume the Company's obligations under this Note to the Holders with the
consent of Holders representing a majority of the aggregate principal amount of
the Notes outstanding on the Change of Control Date; provided further that the
failure to redeem in accordance with this Section 8 shall not constitute an
Event of Default hereunder if any of the Senior Notes are then outstanding.

      (b) Optional Redemption.

      Subject to Section 7 and Section 8(c) below the Notes shall be redeemable
in whole or in part at the option of the Company at any time after May __, 2003
at a redemption price equal to the outstanding principal amount of the Notes,
together with all accrued and outstanding interest through and including the
date fixed for redemption (the "Redemption Date").

      (c) Selection of Notes to be Redeemed.

      In every case of redemption under this Section 8 of less than the entire
principal amount of Notes then outstanding, the Notes or portions thereof to be
redeemed shall be selected pro rata among the outstanding Notes or by such other
manner as the Board of Directors of the Company shall deem fair and appropriate.
Upon the presentation of any Note redeemed in part only, the Company shall
execute and deliver to the Holder thereof, at the expense of the Company, a new
Note in the aggregate principal amount equal to the unredeemed portion of the
Note so presented.

       (d) Notice.

            (i) At least four (4) days but not more than thirty (30) days before
      a Change of Control Date or Redemption Date, as applicable, the Company
      shall mail a notice of redemption to the Holder. The notice shall state
      the Redemption Date or Change of Control Date: (A) the redemption price;
      (B) if this Note is being redeemed in part, the portion of the principal
      amount of the Note to be redeemed and that, upon  surrender of the Note, a
      new Note in the principal amount equal to the unredeemed amount shall be
      issued; (C) that the Notes called for redemption must be surrendered to
      the Company to collect the redemption price; and (D) that interest on the
      Notes called for redemption cease to accrue on and after the Redemption
      Date or Change of Control Date.

            (ii) Once the notice of redemption is mailed, the Note shall become
      due and payable at the redemption price on the Redemption Date or Change
      of Control Date.


                                       10

<PAGE>
9.   Events of Default and Remedies.

     (a)  An "Event of Default" shall be deemed to occur under the Notes if:

           (i)   the Company defaults in the payment of interest on any Note
     when the same becomes due and payable and the default continues for a
     period of thirty (30) days;

            (ii)  the Company defaults in the payment of the principal of any
     Note when the same becomes due and payable at maturity, upon redemption or
     otherwise; or

            (iii) the Company fails to comply with any of its other agreements
     contained in the Notes and the default continues for a period of thirty
     (30) days and after the notice of such failure from any Holder.

     (b)  Acceleration. Subject to the provisions of Section 7 hereof, if an
Event of Default occurs and is continuing, the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding, by notice in writing
to the Company (an "Acceleration Notice"), may declare all unpaid principal of
and accrued interest on the Notes to be due and payable as specified below.
Upon the giving of an Acceleration Notice, such principal and accrued interest
shall be due and payable five Business Days after receipt by the Company of
such Acceleration Notice, unless all Events of Default specified in the
respective Acceleration Notice (other than any Event of Default in respect of
non-payment of principal) have been cured. The Holders of at least a majority
in principal amount of the Notes then outstanding, by written notice to the
Company, may rescind an acceleration and its consequences if (i) all existing
Events of Default, other than the non-payment of principal of or interest on
the Notes which have become due solely because of the acceleration, have been
cured or waived and (ii) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction.

10.  Modification.

     The terms of the Notes may be amended, supplemented, waived or otherwise
modified without the prior written notice of any Holder and with the written
consent of the Company and the Holders of a majority in the principal amount of
the Notes. However, until all Senior Claims have been Indefeasibly Paid or such
payment shall have been provided for in a manner satisfactory to a majority in
principal amount of the Senior Claims, without the prior written consent of a
majority in principal amount of the Senior Claims, neither the Company nor any
holder of a Junior Claim shall, directly or indirectly, agree to amend,
supplement, waive or otherwise modify any of the terms of this Note (and no such
amendment, supplement, waiver or modification shall be effective against any
holder of a Senior Claim).

11.  Certain Definitions. As used in this Note, the following terms shall have
the following respective meanings:

     "Acceleration Notice" shall have the meaning provided in Section 9(b).

     "Bankruptcy Code" means Title 11, U.S. Code or any similar Federal or
state law for the relief of debtors.

                                       11

<PAGE>
         "Change of Control" means a change in ownership or control of the
Company after the date hereof effected through the direct or indirect
acquisition by any person or related group of persons (other than an acquisition
from or by the Company or by a Company-sponsored employee benefit plan or by a
person that directly or indirectly controls, is controlled by, or is under
common control with, the Company) of beneficial ownership (within the meaning of
Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent
(50%) of the total combined voting power of the Company's outstanding equity
securities.

         "Change of Control Date" shall have the meaning provided in Section
8(a).

         "Company" shall have the meaning provided in the preamble.

         "Company Notice" shall have the meaning provided in Section 5(b).

         "Default Rate" shall have the meaning provided in Section 1.

         "Due Date" shall have the meaning provided in Section 1.

         "Event of Default" shall have the meaning provided in Section 9.

         "GAAP" shall have the meaning provided in Section 6(b)(i).

         "Holder" shall have the meaning provided in Section 4.

         "Indefeasibly Paid" means, with respect to the making of any payment on
or in respect of any Senior Claim, a payment of such Senior Claim in full which
is not subject to avoidance under Section 547 of the Bankruptcy Code (which
shall, for the purpose hereof, be deemed to be no earlier than 91 days after the
payment in cash of all Senior Claims).

         "Interest Payment Date" shall have the meaning provided in Section 1.

         "Junior Claims" means (a) all principal of, and premium, if any, and
interest on, the Notes and (b) all other indebtedness, obligations and
liabilities of the Company to any holder of a Note, whether now existing or
hereafter incurred or created, under or with respect to such Note (including,
without limitation, claims for rescission or in the nature of damages arising
under or with respect to such Note).

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in New York, New York are not required to open.

         "Notes" means this note and each other subordinated note of the Company
issued to NOBS Capital Ventures, L.L.C. in connection with the Purchase
Agreement.

         "Notice Period" shall have the meaning provided in Section 5(b).

         "Obligation" means all obligations for the payment of principal of and
interest on this Note.


                                       12
<PAGE>
         "Permitted Transferee" means Gary Frazier, Danny Darby, any of their
respective spouses or lineal ancestors or descendants, or any trust or other
entity created and existing solely for the benefit, directly or indirectly, of
any such person or persons.

         "Person" means any individual, corporation, partnership, joint venture,
association, trust, unincorporated organization or government or agency or
political subdivision thereof.

         "Proceeding" means any (a) insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to the Company, its property or its creditors as such, (b)
proceeding for any liquidation, dissolution or other winding-up of the Company,
voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings, (c) assignment for the benefit of creditors of the Company or (d)
other marshalling of the assets of the Company.

         "Proposed Transferee" shall have the meaning provided in Section 5(b).

         "Proposed Transferor" shall have the meaning provided in Section 5(b).

         "Purchase Agreement" means the Purchase Agreement by and among the
Company, Collegiate Funding Services, L.L.C., a Virginia limited liability
company, The Frazier Group, Inc., a Virginia corporation, NOBS Capital
Ventures, L.L.C., a Virginia limited liability company, Danny Darby and the
additional sellers listed on Annex I thereto.

         "Redemption Date" shall have the meaning provided in Section 8(b).

         "Register" shall have the meaning provided in Section 4.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

         "Securities Purchase Agreement" means the Amended and Restated
Securities Purchase Agreement, dated as of May ___, 2002, among the Company,
CFSL Holdings Corp., Collegiate Funding Services, L.L.C., the purchasers party
thereto and TCW/Crescent Mezzanine Management III, L.L.C., as collateral agent
for such purchasers.

         "Senior Claims" means the principal of, and premium, if any, and all
interest on, all indebtedness, obligations and liabilities of the Company,
whether now existing or hereafter incurred or created, except for such
indebtedness, obligations or liabilities as shall be expressly designated as
ranking pari passu with or junior to Junior Claims. "Senior Claims" shall
include all indebtedness, obligations and liabilities of the Company under or
with respect to any Senior Document. "Senior Claims" shall not include (i)
accounts payable or other similar accrued liabilities in respect of obligations
or indebtedness to trade creditors created, assumed or guaranteed by the Company
in the ordinary course of business in connection with obtaining property or
services, (ii) accrued commissions and (iii) other similar accrued current
liabilities in respect of such obligations, in any case, not overdue, arising in
the ordinary course of business.

         "Senior Default" means an event which, after notice or lapse of time or
both, would become an Event of Default (as defined in the Securities Purchase
Agreement).


                                       13
<PAGE>
         "Senior Documents" means (a) the Securities Purchase Agreement, (b) the
Senior Notes issued in connection with the Securities Purchase Agreement, (c)
the Pledge and Security Agreement (as defined in the Securities Purchase
Agreement), (d) the Account Control Agreement (as defined in the Pledge and
Security Agreement) and (e) all other instruments, documents and agreements
executed with respect to the transactions contemplated by any of the foregoing
Senior Documents, in each case, as the same may from time to time be amended,
modified or otherwise supplemented.

         "Senior Event of Default" means an Event of Default (as defined in the
Securities Purchase Agreement or in any other agreement or instrument under
which any Senior Claim is outstanding).

         "Senior Notes" means the promissory notes of the Company outstanding
from time to time and issued in connection with the Securities Purchase
Agreement.

         "Stated Rate" shall have the meaning provided in Section 1.

         "Subsidiary" means (a) a corporation, a majority of whose capital stock
with voting power, under ordinary circumstances, to elect directors is at the
time, directly or indirectly, owned by the Company, a Subsidiary of the Company
or the Company and a Subsidiary of the Company or (b) any Person in which the
Company, a Subsidiary of the Company or the Company and a Subsidiary of the
Company, directly or indirectly, at the date of determination thereof, have at
least a majority interest.

12. Non-Waiver.

         No course of dealing between the Company and the Holder of this Note or
 any delay or failure on the part of the Holder hereof in exercising any rights
 hereunder shall operate as a waiver of any rights of any Holder hereof, except
 to the extent expressly waived in writing by the Holder hereof.

13. Loss, Theft, Destruction or Mutilation of Note.

         Upon receipt by the Company of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Note, and of
indemnity or security reasonably satisfactory to the Company (or, if this Note
shall then be held by an insurance company, an indemnity agreement therefrom),
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Note, if mutilated, the
Company will make and deliver a new Note of like tenor, in lieu of this Note.
Any Note made and delivered in accordance with the provisions of this Section 13
shall be dated as of the last date to which interest has been paid on this Note,
or if no interest has theretofore been paid on this Note, then dated the date
hereof.

14. Governing Law.

         This Note shall be construed and enforced in accordance with, and the
validity and performance hereof shall be governed by the laws of the State of
New York, without reference to


                                       14
<PAGE>
principles of conflict of laws thereof (other than Section 5-1401 and Section
5-1402 of the General Obligations Law of the State of New York).

15. Successors and Assigns.

         All covenants, stipulations, promises and agreements in this Note
contained by or on behalf of the Company and the Holder of this Note shall bind
their respective successors and assigns, whether so expressed or not.

16. Headings.

         The headings of the sections and paragraphs of this Note are inserted
for convenience only and shall not be deemed to constitute a part hereof.

                            [Signature Page follows]


                                       15
<PAGE>
         IN WITNESS WHEREOF, the Company has caused this Note to be signed in
its corporate name by a duly authorized officer and to be dated as of the day
and year first above written.


                                            CFSL ACQUISITION CORP.

                                            By:  /s/ Bruce J. Rubin
                                            ---------------------------
                                            Name: Bruce J. Rubin
                                            Title: President and CEO


 Acknowledged and Agreed:

 NOBS CAPITAL VENTURES, L.L.C.


By:___________________________

   Name:
   Title:
<PAGE>
         IN WITNESS WHEREOF, the Company has caused this Note to be signed in
its corporate name by a duly authorized officer and to be dated as of the day
and year first above written.


                                                  CFSL ACQUISITION CORP.


                                                  By:___________________________

                                                     Name:
                                                     Title:



Acknowledged and Agreed:

NOBS CAPITAL VENTURES, L.L.C.

 By:/s/ Gary W. Frazier
    ----------------------------
    Name: Gary W. Frazier
    Title: Manager and President







                        [SIGNATURE PAGE TO SELLER NOTE]