EXHIBIT 10.25

                           COLLATERAL AGENT AGREEMENT
                           --------------------------

     This Collateral Agent Agreement (the "Collateral Agreement") is made and
entered into and effective as of the 30th day of September, 2001 (the "Effective
Date") by and among FGFC Holdings, Inc., a California corporation ("FGFC
Holdings"), EMB Corporation, a Hawaii corporation ("EMB"), and that individual
set forth below as the Collateral Agent. FGFC Holdings and EMB are sometimes
collectively referred to herein as "Parties" and individually as "Party".
Capitalized terms not otherwise defined in this Agreement shall have the
meanings ascribed to them in the Note (as hereinafter defined).


                                    RECITALS

     A.   As provided for in the Purchase Agreement by and between EMB and FGFC
          Holdings dated September 30, 2001 (the "Purchase Agreement") whereby
          EMB acquired from FGFC Holdings all of the common stock of First
          Guaranty Financial Corporation, a California corporation ("FGFC "),
          EMB has executed a Secured Note dated as of the Effective Date in
          favor of FGFC Holdings (the "Note"), pursuant to which EMB has agreed
          to pay FGFC Holdings the principal amount of $500,000.00.

     B.   The Note provides, among other things, that, the Obligations of EMB
          thereunder shall be secured by an aggregate of 10,000 shares of the
          common stock of FGFC and 100,000 shares of Series A convertible
          preferred stock of FGFC all acquired by EMB in connection with the
          Purchase Agreement (collectively, the "Collateral Shares"), to be
          released to FGFC Holdings under the terms of the Note and the Security
          Agreement of even date herewith that is being executed in connection
          with the execution of this Collateral Agreement (the "Security
          Agreement").

     NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, FGFC Holdings and EMB, intending
to be legally bound hereby, agree as follows:

     1.   Appointment of Collateral Agent; Commencement and Termination.


          (a)  EMB and FGFC Holdings hereby nominate, constitute and appoint
               Randolf W. Katz, Esq. of Bryan Cave LLP as Collateral Agent (the
               "Collateral Agent") upon the terms and conditions set forth in
               this Agreement, the Note and the Security Agreement. It is
               intended by the Parties and the Collateral Agent that, to the
               extent required in order to perfect FGFC Holdings's first lien
               position in the Collateral Shares, the Collateral Agent shall be
               deemed an agent of FGFC Holdings.

          (b)  EMB shall deliver to the Collateral Agent contemporaneously with
               the execution of this Agreement a certificate or certificates
               representing the Collateral Shares as provided for under the

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               terms of the Security Agreement. The Collateral Shares shall not
               be registered under the Securities Act of 1933 or any state blue
               sky law and shall bear a restrictive legend so indicating.

          (c)  The Collateral Agent agrees to act in accordance with the
               provisions of the Security Agreement, the Note, and this
               Collateral Agreement. The Collateral Agent shall be reimbursed by
               EMB promptly upon submission of an invoice or invoices on a
               monthly basis for all of the Collateral Agent's fees at his
               standard hourly rates and out-of-pocket expenses, if any,
               incurred in connection with this Collateral Agreement.

     2.   General Instructions. Unless and until any of the events or
contingencies specified in this Collateral Agreement shall occur, the Collateral
Agent shall hold and retain in his possession at all times all of the Collateral
Shares.

     3.   Disposition of the Collateral Shares. The disposition of the
Collateral Shares shall be governed by the Security Agreement.

     4.   Receipts. Any of the Parties or the Collateral Agent may, at its
option, demand a receipt as a condition of the delivery of any payments, stock
certificates, securities or documents under this Collateral Agreement

     5.   Liability of the Collateral Agent. The Collateral Agent (which term
for purposes of this Section 5 shall refer to any and all affiliates of the
Collateral Agent) shall not be liable for any error of judgment or for any act
done or omitted by him in good faith, or for anything he may in good faith do or
refrain from doing in connection with this Agreement; nor for any negligence
other than his gross negligence; nor shall the Collateral Agent be answerable
for the default or misconduct of his agents, attorneys or employees, if they be
selected with reasonable care; nor will any liability be incurred by the
Collateral Agent, if, in the event of any dispute or question as to his duties
or obligations under this Agreement, he acts in accordance with advice of his
legal counsel. The Collateral Agent is authorized to act upon any document
believed by him to be genuine and to be signed by one or more of the Parties,
and will incur no liability in so acting.

     6.   Resignation or Removal of Collateral Agent. The Collateral Agent may
resign at any time, upon thirty (30) days' prior written notice to FGFC Holdings
and EMB, and may be removed by the mutual consent of FGFC Holdings and EMB, upon
at least thirty (30) days' prior notice to the Collateral Agent. Prior to the
effective date of the resignation or removal of the Collateral Agent, or any
successor Collateral Agent, FGFC Holdings and EMB shall appoint a successor
collateral agent to hold the Collateral Shares then held by the Collateral
Agent, and any such successor collateral agent shall execute and deliver to the
predecessor collateral agent and to FGFC Holdings and EMB an instrument
accepting such appointment, and thereupon such successor collateral agent shall,
without further act, become vested with all the rights and powers of the
predecessor collateral agent as if originally named in this Collateral
Agreement, and shall thereafter become subject to the duties of the predecessor
collateral agent. If FGFC Holdings and EMB are unable to agree on a successor
collateral agent by the effective date of the resignation or removal of the
Collateral Agent, or any successor collateral agent, the Collateral Shares then
held by the Collateral Agent or such successor collateral agent shall be

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deposited with a party that shall be selected by EMB provided that EMB shall
provide a written opinion of its legal counsel (who shall be reasonably
acceptable to FGFC Holdings) that the holding of the Collateral Shares by such
party shall permit FGFC Holdings to obtain and maintain a valid perfected first
lien position in the Collateral Shares.

     7.   Governing Document. In the event that any terms, provisions, rights,
duties, or obligations set forth in this Collateral Agreement should be in
conflict with any terms, provisions, rights, duties, or obligations set forth in
the Note, the Security Agreement or any agreements collateral thereto, the
terms, provisions, rights, duties, or obligations set forth in the Security
Agreement shall control and the conduct of the Collateral Agent shall be
governed accordingly.

     8.   Notices. Any notice required to be given under this Collateral
Agreement or which may be given under this Collateral Agreement to any party or
the Collateral Agent shall be in writing and shall be deemed given: (a) upon
receipt if delivered or sent by identified telecopier; or (b) one (1) business
day after being sent via reputable overnight courier, prepaid; (c) or three (3)
business days after being sent by registered or certified mail, postage
prepaid, return receipt requested; or (d) personally delivered to the Parties or
the Collateral Agent at their respective addresses or telecopy numbers set forth
below:


          If to FGFC Holdings:               FGFC Holdings, Inc.
                                             Attn:  Rodney K. Thompson
                                             3 Hutton Center Drive
                                             Suite 150
                                             Santa Ana, California 92707
                                             (Fax Number: 714-850-9920)

          If to EMB:                         EMB Corporation
                                             Attention: Chief Executive Officer
                                             5075 Warner Avenue
                                             Suite B
                                             Huntington Beach, California 92649
                                             (Fax Number:  714-377-2123)

          With a copy to:                    Bryan Cave LLP
          (which shall not                   Attention:  Randolf W. Katz, Esq.
          constitute notice)                 2020 Main Street, Suite 600
                                             Irvine, California 92614
                                             (Fax Number:  949-223-7100)

          If to Collateral Agent:            Bryan Cave LLP
                                             Attention:  Randolf W. Katz, Esq.
                                             2020 Main Street, Suite 600
                                             Irvine, California 92614
                                             (Fax Number:  949-223-7100)

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or such other address as shall be furnished in writing by the appropriate
person, and any such notice or communication shall be deemed to have been given
as of the date so mailed.

     9.   Miscellaneous.

          (a)  Entire Agreement and Modification. Except as expressly reserved
               or otherwise provided herein, this Collateral Agreement
               constitutes the entire agreement between the Parties with regard
               to its subject matter. The Collateral Agent shall not be bound by
               any modification of this Collateral Agreement unless there is
               delivered to the Collateral Agent a written modification signed
               by the Parties. No such modification shall, without the prior
               written consent of the Collateral Agent, modify the provisions of
               this Collateral Agreement relating to the duties, obligations or
               rights of the Collateral Agent.

          (b)  Words and Phrases. Words and phrases such as "to this Agreement,"
               "herein," "hereinafter," "hereto," "hereof," "hereby,"
               "hereinbelow," and "hereunder" when used with reference to this
               Collateral Agreement, refer to this Collateral Agreement as a
               whole, unless the context otherwise requires.

          (c)  Severability. If any provision of this Collateral Agreement is
               determined by a court of competent jurisdiction to be invalid,
               void or unenforceable, the provisions that have not been held
               invalid or unenforceable shall remain in full force and effect
               and shall in no way be affected, impaired or invalidated.

          (d)  No Waiver. No failure or delay on the part of either the Parties
               of the Collateral Agent, or any of them, in exercising any right,
               power or privilege under this Agreement shall constitute a waiver
               thereof or of any other right, power or privilege under this
               Collateral Agreement.

          (e)  Gender and Number. Wherever from the context of this Collateral
               Agreement it appears appropriate, each term stated in either the
               singular or the plural, and pronouns stated in either the
               masculine, feminine or neuter gender, shall include the
               masculine, feminine and neuter.

          (f)  Consent to Jurisdiction; Choice of Law. Any and all claims by or
               against any of the Parties and/or the Collateral Agent shall be
               decided under the laws of the State of California, with venue in
               Orange County, California and each of the Parties and the
               Collateral Agent hereby consent to the exclusive jurisdiction of,
               and agrees not to commence any action in a court other than, the
               state and/or federal courts of the State of California for the
               purpose of making claims under this Collateral Agreement. Each
               Party and the Collateral Agent irrevocably and unconditionally
               waives any objection to the laying of venue in Orange County,
               California, in connection with any action that may be brought

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               hereunder in the state and/or federal courts of the State of
               California, and hereby further irrevocably and unconditionally
               waives and agrees not to plead or claim in any such court that
               any such action brought in any such court has been brought in an
               inconvenient form.

          (g)  Benefit. This Collateral Agreement shall be binding upon and
               inure to the benefit of the Parties, the Collateral Agent, their
               respective, successors and assigns.

          (h)  Counterparts. This Collateral Agreement may be executed by the
               Parties and the Collateral Agent in separate counterparts, each
               of which when so executed and delivered shall be an original, but
               all such counterparts shall together constitute one and the same
               instrument. Each counterpart may consist of a number of copies
               hereof each signed by less than all, but altogether signed by the
               Collateral Agent and all of the Parties hereto.


IN WITNESS WHEREOF, the Parties and Collateral Agent have hereunto set their
hands and seals as of the date first above written.


EMB CORPORATION


By:  /s/  James E. Shipley
     -----------------------------
          James E. Shipley
          Chairman and CEO

                  "EMB"

FGFC HOLDINGS, INC.



By:  /s/  Rodney K. Thompson
     -----------------------------
          Rodney K. Thompson
          President

                  "FGFC Holdings"



/s/  Randolf W. Katz
-----------------------------
     Randolf W. Katz, Esq.

                  "Collateral Agent"


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