EXHIBIT 10.6

                             NOTE PURCHASE AGREEMENT
                          INTERFUND INVESTMENTS I, LLC

THE SECURITIES  BEING  SUBSCRIBED  FOR PURSUANT TO THIS NOTE PURCHASE  AGREEMENT
(THIS "AGREEMENT") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE  SECURITIES  LAWS OF ANY  STATE  AND  THIS  OFFERING  IS  BEING
COMPLETED  BASED UPON  EXEMPTIONS TO THE  SECURITIES  ACT OF 1933 AND APPLICABLE
STATE LAWS. THE SECURITIES  HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  FOR THE  SECURITIES  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR
AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED. THE COMPANY HAS NO CURRENT INTENTION TO SEEK REGISTRATION.  ADDITIONAL
RESTRICTIONS ON TRANSFER OF THE SECURITIES ARE SET FORTH IN THIS AGREEMENT.

         INTERFUND  INVESTMENT  FUND I, LLC, a Florida  limited  liability  (the
"Company"),  and the  undersigned  subscriber(s)  (singularly or, if applicable,
collectively, the "Purchaser") hereby agree as follows:

                  1. Sale and Purchase of Note.  The Company  agrees to issue to
the  Purchaser,  and the Purchaser  agrees to purchase from the Company,  the 8%
Secured  Promissory  Notes due on December 31, 2006  (collectively,  the "Note")
which has been accepted by the Company in an amount as indicated adjacent to the
Purchaser's name on the last page of this Agreement (the "Purchase Price").  The
form of Note is attached hereto as Exhibit A. The issuance by the Company of any
Note hereunder will be in increments of $50,000.

                  2. Payment by Purchaser.  Simultaneous  with execution of this
Agreement,  the Purchaser shall make payment for Note for which subscription has
been made by delivering the Purchase Price in the form of a check or money order
made payable to "InterFund  Investment Fund I, LLC." to the Company.  Such check
or money order shall be referred to herein as the "Proceeds".  All proceeds will
be held in an  attorney  escrow  account  pending  the  receipt  of a minimum of
$1,000,000 in proceeds.  Once at least $1,000,000 in proceeds is collected,  all
proceeds  will be released  directly to the Company  without  further  notice to
Purchaser.  Should at least  $1,000,000  in proceeds not be received  during the
Offering Period, as defined in the Offering  Memorandum,  then all proceeds will
be returned to Purchaser without interest.

                  3. Closing.  The closing of the sale and purchase described in
Section 2 hereof (the  "Closing")  shall occur upon the Company's  acceptance of
Purchaser's Note Purchase Agreement. The Company may reject Purchaser's offer to
purchase  the  Note,  in whole or in part,  in its sole  discretion  and for any
reason (or for no reason).  Note  purchases are not binding on the Company until
accepted by the Company.  The Company  will refuse any Note  purchases by giving
written  notice to the Purchaser by personal  delivery or  first-class  mail. As
soon as practicable after the Closing, the Company will deliver to the Purchaser
a fully executed copy of this Agreement and a Note, in the form attached  hereto
as Exhibit C, evidencing the Purchaser's ownership of the Note.

                  4.  Representations  and  Warranties  by  the  Purchaser.  The
Purchaser represents and warrants to the Company that:

                           4.1  Knowledge and Experience/Reliance. The Purchaser
has such  knowledge and  experience  in financial and business  matters that the


<PAGE>

Purchaser,  together with the Purchaser's  professional  advisor (the "Purchaser
Representative"), if any, is fully capable of evaluating the merits and risks of
an investment in the Note.  The  Purchaser is an  "Accredited  Investor" as such
term is defined in Rule 501 of Regulation D under the Securities Act of 1993, as
amended (the "Securities  Act"), which definition is set forth on the Noteholder
Questionnaire  made a part of this EXHIBIT "C" attached  hereto.  The  Purchaser
understands that the Note is being offered and sold in reliance on transactional
exemptions from the  registration  requirements of federal and state  securities
laws and  that the  Company  is  relying  upon the  truth  and  accuracy  of the
representations,  warranties, agreements,  acknowledgments and understandings of
such Purchaser set forth herein in order to determine the  applicability of such
exemptions and the suitability of such Purchaser to acquire the Note.

                           4.2  Relationship to Company;  Access to Information.
The Purchaser either has a preexisting  personal or business  relationship  with
the Company or its officers,  directors or controlling persons, or, by reason of
Purchaser's business or financial experience, the Purchaser has the capacity and
has taken all steps  necessary  to protect  the  Purchaser's  own  interests  in
connection with the purchase of the Note. The Purchaser has received and read or
reviewed with his Purchaser  Representative,  if any, and represents  that he is
familiar with this agreement,  the other subscription documents and the Offering
Memorandum  accompanying these documents.  The Company has made available to the
Purchaser  such  information  and  documents  regarding the Company as Purchaser
deems  necessary  to enable  him to make an  informed  decision  concerning  the
purchase  of the  Note  and  the  Company  has  provided  answers  to all of his
questions relating thereto. The Purchaser  acknowledges that no federal or state
agency has made any finding or  determination as to the fairness of the offering
for the purchase of the Note or any recommendation or endorsement of the Note.

                           4.3 Purchaser's Liquidity. The Purchaser has adequate
means of providing for the Purchaser's current needs and personal  contingencies
and has no need for liquidity in connection  with the purchase of the Note.  The
Purchaser  acknowledges  that the Note is illiquid and that the  Purchaser  must
bear the economic  risk of the Note for an indefinite  period of time,  and that
the Purchaser could sustain a loss of the Purchaser's purchase price of the Note
(and expected  yield) without  materially  impairing the  Purchaser's  financial
wherewithal.  The Purchaser's  overall commitment to investments and loans which
are not  readily  marketable  is not  disproportionate  to the net  worth of the
Purchaser,  and the Purchaser's purchase of the Note will not cause such overall
commitment to become excessive.

                           4.4   Restrictions  of  Transfer.  The  Purchaser
acknowledges  and understands  that the Note has not been  registered  under the
Securities  Act of  1933,  as  amended  (the " 1933  Act") or  under  any  state
securities  laws and  agrees  that the Note  cannot  be resold  unless  they are
subsequently  registered  under the 1933 Act or pertinent state  securities acts
unless an exemption from such  registration is available.  The Purchaser  agrees
not to resell or  otherwise  dispose  of all or any part of the Note,  except as
permitted by law. The Purchaser  acknowledges  and understands that the transfer
of the Note is  restricted  by the terms of this  Agreement and that there is no
assurance  that  Rule  144 of the  1933 Act  will be  available  as a basis  for
exemption from registration.  The Purchaser further acknowledges that there will
be no public market for the Note and Purchaser may not be able to sell the Note.
Accordingly,  the  Purchaser  must  bear  the  economic  risk of the Note for an
indefinite period of time.

                           4.5  Nondistributive  Intent.  The  Purchaser  is
purchasing the Note for the account of the Purchaser, not for the account of any
other  person,  and not  with any  present  intention  to  resell  or  otherwise
distribute  the  Note in any  manner  that  would  violate  the  1933 Act or any
applicable state securities laws.

                           4.6   Rescission Right  for  Florida  Residents.  The
Purchaser   hereby  intends  that  his  signature  hereon  shall  constitute  an
irrevocable subscription for the Note specified herein. Notwithstanding, Section
2 and the prior sentence, the Purchaser,  if a Florida resident,  shall have the



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<PAGE>

right at any time within three (3) days after the  Purchaser  first  tenders the
Purchase  Price or the  date of  execution  of this  Agreement  by the  Company,
whichever is later,  to notify the Company of the  Purchaser's  intent to cancel
this  Agreement.  In such event,  this  Agreement  shall be cancelled  and of no
further force or effect,  and the Company shall promptly cause to be refunded to
the  Purchaser the Purchase  Price paid by the  Purchaser for the Note,  without
interest or deduction.

                           4.7  Accuracy of  Information.  All  of  the  written
information  pertaining  to the Purchaser  which the  Purchaser  has  heretofore
furnished to the Company, and all information  pertaining to the Purchaser which
is set forth in this Note Purchase Agreement,  is correct and complete as of the
date hereof  and, if there  should be any  material  change in such  information
hereafter,  the  Purchaser  shall  promptly  furnish  such  revised or corrected
information to the Company.  Purchaser  otherwise meets any special  suitability
standards applicable to the Purchaser's state of residence.

                           4.8   No Public  Solicitation.  At no time  was  such
Purchaser  presented with or solicited by any general mailing,  leaflet,  public
promotional  meeting,   newspaper  or  magazine  article,  radio  or  television
advertisement,  or any other form of general advertising or general solicitation
in connection with the sale of the Note.

                  5.   Transfer of Notes

                           5.1 Legend. Until the occurrence of one of the events
specified in Section 5.3, the Note shall be stamped or otherwise  imprinted with
a legend substantially in the following form:

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933 NOR
UNDER ANY STATE SECURITIES ACT. THEY MAY NOT BE SOLD,  OFFERED FOR SALE, PLEDGED
OR  HYPOTHECATED  IN THE  ABSENCE OF A  REGISTRATION  STATEMENT  IN EFFECT  WITH
RESPECT TO THE NOTE UNDER SUCH ACTS OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

The Purchaser  acknowledges  that the Notes have not been  registered  under the
Securities  Act or the laws of any other  jurisdiction  by reason of a  specific
exemption  or  exemptions  from  registration   under  the  Securities  Act  and
applicable  state  securities  laws,  and that the  Company's  reliance  on such
exemptions  is predicated on the accuracy and  completeness  of the  Purchaser's
representations,  warranties,  acknowledgments  and agreements  herein. The Note
cannot be sold or transferred by Purchaser unless subsequently  registered under
applicable law or an exemption from  registration  is available.  The Company is
not required to register  the Note or to make any  exemption  from  registration
available.  As part of any permitted  transfer of the Note, the transferee shall
also agree to become  bound by this Note  Purchase  Agreement.  The  Company has
attached a Form of Assignment and Assumption  Agreement  (EXHIBIT "B") hereto to
be  executed  by  the  Noteholder  and  Qualified  Transferee  should  Purchaser
determine  it  desires  to  transfer  this  Note.  Any  transfer  of the Note in
violation of this Section shall be void.

                           5.2  Opinion of Counsel.  Prior  to any  transfer  or
attempted transfer of any Notes issued hereunder,  or any interest therein,  the
Purchaser,  or, if the Purchaser is not the person proposing such transfer,  the
holder,  shall give the Company  written  notice of the  Purchaser's or holder's
intention to make such transfer,  describing the manner of the intended transfer
and the proposed  transferee.  Promptly after receiving such written notice, the
Company  shall  present  copies  thereof to counsel  for the  Company and to any
special counsel designated by the Purchaser or by such holder. If in the opinion
of  each  of  such  counsel  the  proposed  transfer  may  be  effected  without
registration of the Note under the applicable  federal or state securities laws,
the  Company,  shall  immediately  notify the  Purchaser  or such holder of such
opinions,  whereupon the Note proposed to be  transferred  shall (subject to the


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<PAGE>

last sentence of Section 5) be transferred in accordance  with the terms of said
notice.  The Company shall not be required to effect any such transfer  prior to
the receipt of such favorable  opinion(s);  provided,  however,  the Company may
waive the requirement  that the Purchaser  obtain an opinion of counsel,  in its
sole and absolute discretion.  As a condition to such favorable opinion, counsel
for the Company may require an investment  letter to be executed by the proposed
transferee.  Purchaser agrees to pay the reasonable fees and expenses of special
counsel designated by the Purchaser,  and of counsel to the Company in the event
Company  counsel  renders such  opinion,  in  connection  with any such proposed
transfer.

                           5.3  Unrestricted  Transferability.  The restrictions
imposed by Sections 5.1 and 5.2 herein shall  terminate as to some or all of the
Note if:

                  (a) Such Note shall have been effectively registered under the
1933  Act and any  applicable  state  law and  sold  by the  holder  thereof  in
accordance with such registration; or


                  (b) Written  opinions to the effect that such  registration is
no longer  required or necessary under any federal or state law or regulation or
governmental  authority  shall have been  received  from legal  counsel  for the
Company.

Whenever  the  restrictions  imposed  by  Sections  5.1  and  5.2  herein  shall
terminate,  as  provided  above,  any  holder  of  such  Note as to  which  such
requirements  shall  have  terminated  shall be  entitled  to  receive  from the
Company,  without  expense to such holder,  new Note or certificates as the case
may be not bearing the restrictive legend set forth in Section 5.1.


                  6. Indemnification Representations of Purchaser. The Purchaser
represents and warrants that none of the  representations  or warranties made by
the Purchaser herein  ("Purchaser  Statements")  contain any false or misleading
statement or omit to state a material  fact. The Purchaser  shall  indemnify the
Company and Noble Financial  Group,  Inc. (the "Placement  Agent") to the extent
the Company or the Placement Agent incurs or suffers any damage, expenses, loss,
claim,  judgment or liability  resulting  from the  Company's  reliance upon any
Purchaser  Statement  to the  maximum  extent  of the  Purchase  Price  plus any
interest or premium actually paid to the Purchaser by the Company.

                  7.  Additional Representations and Warranties of Purchaser

                  Purchaser  represents  and  warrants to the Company and to the
Placement Agent that:

                  (a) Purchaser has received, has carefully read and understands
the Company's Offering Memorandum  accompanying this Note Purchase Agreement and
specifically  acknowledges  and  understands  all risk factors and  conflicts of
interests disclosed therein;

                  (b) Purchaser has been furnished with all additional documents
and information which Purchaser has requested;

                  (c) Purchaser has had the  opportunity to ask questions of and
received  answers  from the Company  concerning  the Company and the Note and to
obtain  any  additional  information  necessary  to verify the  accuracy  of the
information furnished;

                  (d) Purchaser has relied only on the foregoing information and
documents in determining to make this subscription;



                                       4
<PAGE>


                  (e) The Offering Memorandum and other information furnished by
the Company do not constitute  investment,  accounting,  legal or tax advice and
Purchaser is relying on professional advisers for such advice;

                  (f) All documents, records and books pertaining to Purchaser's
investment  have  been  made  available  for  inspection  by  Purchaser  and  by
Purchaser's   attorney,   and/or   Purchaser's   accountant  and/or  Purchaser's
representative,  and the  relevant  books and  records  of the  Company  will be
available upon reasonable  notice, for inspection by investors during reasonable
business hours at the Company's principal place of business;

                  (g) Purchaser and Purchaser's  Representative  (which advisors
for  all  purposes  herein  do  not  include  the  Company  or  its  principals,
representatives  or  counsel)  have  such  knowledge  and  experience  in legal,
financial  and business  matters as to be capable of  evaluating  the merits and
risks of  investing  in the  Company  and of making an  informed  decision  with
respect to the Notes;

                  (h) Purchaser  understands,  acknowledges  and agrees that the
Company is relying solely upon the representations and warranties made herein in
determining to sell Purchaser the Note;

                  (i) The  Purchaser  has not paid or given  any  commission  or
other  remuneration  in connection  with the purchase of the Note. The Purchaser
has not received any public media  advertisements  and has not been solicited by
any form of mass mailing solicitation;

                  (j)  The   Purchaser   understands   the   meaning  and  legal
consequences  of the foregoing  representations  and  warranties.  The Purchaser
certifies that each of the foregoing  representations and warranties is true and
correct as of the date  hereof and shall  survive the  execution  hereof and the
purchase of the Note;

                  (k) Without  limiting the generality of clause (a) above,  the
Purchaser understands and accepts that the Manager, Capitol Management,  LLC, is
an affiliate of the Company and wholly owned  subsidiary of the parent,  Capitol
First  Corporation,  and the Manager shall be paid a management  fee of 1.5% per
annum of the principal amount of the Note.

                  8.  Subscription  Irrevocable  By  Purchaser  But  Subject  To
Acceptance Or Rejection By The Company/Covenants of the Company.

                  (a) This Note  Purchase  Agreement  is not,  and shall not be,
revocable by Purchaser.

                  (b) The  Company,  in its sole  discretion,  has the  right to
terminate or withdraw the  offering at any time,  to accept or reject  offers to
purchase Notes hereunder in other than the order in which they were received, to
reject any offer to purchase  Notes in whole or in part,  to allot to  Purchaser
less than the dollar amount of the Note  subscribed  for, and to return  without
interest the amount paid by Purchaser.

                  (c) The  Purchaser  understands  and  agrees  that  this  Note
Purchase Agreement is not binding upon the Company until the Company accepts it,
which acceptance is at the sole discretion of the Company and is to be evidenced
by the  Company's  completion,  execution  and  delivery  of this Note  Purchase
Agreement.

                  (d) In the event of  rejection of this  subscription  in whole
(but not in part),  or in the event the sale of the Note  subscribed  for by the
Purchaser is not  consummated by the Company for any reason (in which event this
Note  Purchase  Agreement  shall be deemed to be  rejected),  this Note Purchase


                                       5
<PAGE>

Agreement  and any other  agreement  entered into between the  Purchaser and the
Company relating to this  subscription  shall thereafter have no force or effect
and the  Company  shall  promptly  cause to be  returned  to the  Purchaser  the
Purchase Price remitted by the Purchaser,  without interest thereon or deduction
therefrom.  In the event that this subscription is accepted in part, the Company
shall  promptly  cause to be  returned  to the  Purchaser  that  portion  of the
Purchase Price remitted by the Purchaser which  represents  payment for the Note
for which  this  subscription  was not  accepted,  without  interest  thereon or
deduction therefrom.

                  (e) In the event the  Company  does not  receive a minimum  of
$1,000,000 in proceeds from this Offering during the Offering  Period,  then the
Company shall return all proceeds to Purchaser without interest.

                  (f) The Company will establish an Interest Reserve equal to 12
months interest on the Note. The Interest Reserve shall be maintained at a level
equal to 12 months  interest  for the first 24  months.  For months  24-36,  the
Interest  Reserve  will  decrease by 1/12 per month until it is reduced to zero.
The Company will hold the Interest Reserve in its own accounts.

                  (g) The Company makes no representation or warranty concerning
the financial condition of the Collateral Agent.

                  9.  Notices.  All  notices,   requests,   consents  and  other
communications hereunder shall be in writing (including telex, telefax and other
telegraphic  communication)  and shall be (as elected by the person  giving such
notice) delivered by messenger or courier service, or mailed first-class postage
prepaid registered or certified mail:

                  (a) If to any holder of the Note,  addressed to such holder at
the address set forth below or at the Purchaser or holder's  address as shown on
the books of the Company or the  Purchaser  or  holder's  agent or to such other
address as may from time to time be  furnished  to the Company in writing by any
such holder.

                  (b) If to the  Company,  addressed  to the  Company at 7100 W.
Camino Real Blvd.,  Suite 402, Boca Raton,  FL 33433 or at such other address as
may from time to time be furnished to the Purchaser in writing by the Company.

Each  such  notice  shall be  deemed  delivered  and  received:  (i) on the date
delivered  if by  personal  delivery;  (ii)  on the  date of  transmission  with
confirmed  answer back if by telex,  telefax or other  telegraphic  method;  and
(iii) on the date upon which the return receipt is signed or delivery is refused
or the notice is designated by the postal authorities as not deliverable, as the
case may be, if mailed.

                  10. Indemnification. Purchaser shall indemnify upon demand the
Company  and  the  Placement  Agent,  and  its  partners,   managers,   members,
shareholders,   directors,  officers  employees  and  agents  (the  "Indemnified
Persons") and hold harmless the Indemnified Persons from and against any and all
loss,  cost,  liability,   damages,  penalties,  actions,  suits,  and  expenses
(including  reasonable  attorneys'  fees and other legal  expenses) which may be
imposed upon,  asserted  against,  paid or incurred by the  Indemnified  Persons
(except and only to the extent that the same arises solely from gross negligence
or willful misconduct on the part of an Indemnified  Person) at any time or from
time to time in connection with the  enforcement of the terms hereof,  the Note,
the Security  Agreement or any other documents  related to this transaction (the
"Loan Documents"),  including the prosecution or defense of any suit relating to
or arising  out of this  Agreement  of the Loan  Documents,  or any default by a
Purchaser  under  this  agreement,  including  those  caused  by an  Indemnified
Person's  negligence  (collectively  the  "Indemnified  Liability");   provided,
however,  that no Purchaser  shall be liable for the payment to any  Indemnified


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<PAGE>

Person of any portion of such  Indemnified  Liability  resulting  from the gross
negligence or willful misconduct on the part of an Indemnified Person; provided,
further,  however, that no action taken in accordance with the directions of the
holders of a majority  of the  aggregate  outstanding  principal  balance of the
Notes shall be deemed to constitute gross  negligence or willful  misconduct for
purposes of this Section.  Without  limitation of the foregoing,  each Purchaser
shall reimburse Agent upon demand for its ratable share of any reasonable  costs
or out of pocket  expenses  (including  reasonable  attorneys fees and expenses)
incurred  by the  Indemnified  Persons in  connection  with the  administration,
modification,  amendment or enforcement  (whether  through  negotiations,  legal
proceedings  or  otherwise)  of,  or  legal  advice  in  respect  of  rights  or
responsibilities  under  this  Agreement  or any of the Loan  Documents,  to the
extent  that the  Indemnified  Persons is not  reimbursed  by the  Company.  The
undertaking  in this  Section  shall  survive  the  payment  of all  obligations
hereunder and under the Loan Documents and the resignation or replacement of the
Indemnified Persons.

                  11.  Miscellaneous  Provisions.  This Agreement represents the
entire   subject  matter   hereof,   and  supersedes  all  other   negotiations,
understandings  and  representations  (if any) made by and between such parties.
All of the terms and provisions of this Agreement,  whether so expressed or not,
shall be  binding  upon,  inure to the  benefit  of, and be  enforceable  by the
parties  and  their   respective   administrators,   personal  and  other  legal
representatives, heirs, successors and permitted assigns.

If any part of this  Agreement  or any other  agreement  entered  into  pursuant
hereto is contrary to,  prohibited by or deemed invalid under  applicable law or
regulation,  such  provision  shall be  inapplicable  and deemed  omitted to the
extent so contrary, prohibited or invalid, but the remainder hereof shall not be
invalidated thereby and shall be given full force and effect so far as possible.
All agreements,  representations and warranties made herein or otherwise made in
writing by any party pursuant hereto shall survive the execution and delivery of
this Agreement and the consummation of the transactions  contemplated hereby. It
is expressly understood that Sections 4, 5, 6, 7 and 8 shall survive the Closing
and any  subsequent  sale or other transfer by the Purchaser of a portion or all
of the Notes.

This Agreement and all  transactions  contemplated  by this  Agreement  shall be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
State of Florida  without regard to principles of conflicts of laws. The parties
acknowledge that a substantial portion of negotiations,  anticipated performance
and  execution of this  Agreement  occurred or shall occur in Palm Beach County,
Florida, and that, therefore,  without limiting the jurisdiction or venue of any
other  federal  or  state   courts,   each  of  the  parties   irrevocably   and
unconditionally:  (a) agrees that any suit,  action or legal proceeding  arising
out of or relating,  to this Agreement may be brought in the courts of record of
the State of  Florida in Palm  Beach  County or the court of the  United  States
District Court covering such county;  (b) consents to the  jurisdiction  of each
such court in any suit,  action or  proceeding;  (c) waives any objection  which
that  party  may  have to the  laying  of  venue of any  such  suit,  action  or
proceeding in any of such courts; and (d) agrees that service of any court paper
may be effected on such party by mail, as provided in this Agreement, or in such
other  manner as may be provided  under  applicable  laws or court rules in said
state



                  12.  Counterparts.  This  Agreement  may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.






                                       7
<PAGE>




Print or Type Below                           Amount of Note subscribed for by
-------------------
                                              Purchaser(s):


-------------------------------------         $
 Name of Purchaser                             ------------------


-------------------------------------
 Name of Co-Purchaser (if any)

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

-------------------------------------
Address of Purchaser(s)


         IN WITNESS WHEREOF, the Purchaser(s) hereby execute this Agreement this
____ day of ___________, 2004.


                                              PURCHASERS:

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

                                              ----------------------------------
                                              Signature of Co-Purchaser (if any)

         AGREED as of this ____ day of ____________________________, 2004.



                                              INTERFUND INVESTMENT FUND I, LLC

                                              By:_______________________________
                                              Its:______________________________










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