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                                   AGREEMENT
                                   ---------

         This Agreement (the "Agreement") is made and entered into as of the
23rd day of October, 2002, by and between Resource Financial Fund Management,
Inc., a Delaware corporation ("Resource") and 9 Henmar LLC, a Delaware limited
liability company ("Henmar").

         WHEREAS, Henmar provided Resource the opportunity to become a 50% owner
of Trapeza Funding, LLC ("Trapeza"), which is the general partner of a
partnership that invests in trust preferred securities issued by financial
institutions (the "Partnership"); and

         WHEREAS, Henmar arranged and negotiated Resource's joint venture with
Financial Stocks, Inc., as well as Credit Suisse First Boston, in connection
with Trapeza's organization; and

         WHEREAS, Henmar has provided Resource sales, executive, administrative
and other support and consulting services in connection with the Partnership;

         WHEREAS, Trapeza earns certain administration fees and collateral
management fees (collectively, the "Fees") for serving as the general partner of
the Partnership, and Resource earns 50% of such Fees; and

         WHEREAS, this Agreement reduces to writing a matter previously agreed
to by the parties.

         NOW THEREFORE, in consideration of the mutual promises set forth in
this Agreement, the adequacy of which is hereby acknowledged, intending to be
legally bound, the parties hereto agree as follows:

         1. General Partner and Collateral Manager Cash Distributions. Resource
agrees to distribute to Henmar 10% of the cash distributions Resource receives
as general partner of Trapeza or collateral manager of Trapeza CDO I, LLC, after
deducting the pro rata share of direct out of pocket costs associated with
Trapeza or affiliated activities; such deductions shall be limited to $5,000 per
annum. However, Henmar agrees that if Resource is required to return any of its
Fees to the limited partners of the Partnership, as may be required under
Trapeza's Limited Partnership Agreement, Henmar agrees to return any such funds
and/or Fees to the limited partners of the Partnership on a pro-rata basis.

         2. Reimbursement of Expenses. Since the inception of Trapeza through
the earlier of November 1, 2002 or the closing of the Trapeza CDO I, LLC Note
issuance, Resource agrees to pay all of Henmar's reasonable and accountable
expenses in connection with Trapeza. Such expenses will include allocation for
reasonable and appropriate general overhead allocations and senior professional
salary related to such activities. Resource reserves the right to audit and
review Henmar's expenses in connection with Trapeza. In the event Resource deems
any such expenses unreasonable or unsupported, Resource further reserves the
right to recover the full amount of such expenses from Henmar.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                            RESOURCE FINANCIAL FUND
                                            MANAGEMENT, INC.

                                            By: _______________________________
                                                     Michael Yecies
                                                     Secretary


                                            9 HENMAR LLC

                                            By: _______________________________
                                                     D. Gideon Cohen
                                                     Sole Member