EXHIBIT 10.9



                           COLLATERAL AGENCY AGREEMENT

THIS COLLATERAL  AGENCY  AGREEMENT (this  "Agreement"),  dated as of February 5,
2004, by and among:

      (i) INTERFUND  INVESTMENT FUND I, LLC, a Florida limited liability company
(the "Debtor");
      (ii) Each Person which is designated  on the  signature  pages hereto as a
"Noteholder",  together with each Person who may hereafter become a "Noteholder"
in  accordance  with  Sections  2.3 and 6.5 hereof  (each,  a  "Noteholder"  and
collectively, the "Noteholders"); and
      (iii)  Collateral  Service  Associates,  LLC, a Florida limited  liability
company,  as collateral  agent for the Noteholders  (in such capacity,  together
with its successors and assigns, the "Collateral Agent").


                                   BACKGROUND:

         A.  The  Debtor  is or  will  be in the  business  of  originating  and
acquiring  high-yield   collateralized  loans  and  participation  interests  in
high-yield collateralized loans (collectively, the "Loan Portfolio").

         B.  The  Debtor  has  issued  or will be  issuing  certain  8%  Secured
Promissory  Notes to the Noteholders  (collectively,  the "Notes").  In order to
secure its indebtedness and other  obligations  under and in connection with the
Notes, the Debtor has entered into a certain Security  Agreement with Collateral
Agent in the form of EXHIBIT "A" hereto (the "Security Agreement"),  pursuant to
which the Debtor has granted or will be granting to the  Collateral  Agent,  for
the  benefit  of the  Collateral  Agent  and  the  Noteholders,  a  Lien  in the
Collateral,  including without  limitation,  the Loan Portfolio,  subject to the
terms and conditions contained in the Security Agreement.

         C.  The  Noteholders  desire  for the  Collateral  Agent  to  serve  as
collateral  agent for the Noteholders  with respect to the  Collateral,  and the
Collateral Agent is willing to serve in such capacity, but only on the terms and
conditions stated herein.

         NOW THEREFORE,  with the foregoing Background incorporated by reference
herein, the parties hereto, intending to be legally bound, agree as follows:


         ARTICLE 1 - DEFINITIONS; CONSTRUCTION

         1.1 CERTAIN  DEFINITIONS.  In addition to other words and terms defined
elsewhere in this Agreement, as used herein, the following words and terms shall
have the following meanings,  respectively,  unless the context hereof otherwise
clearly requires:

         "Affiliate"  of any Person (the  "relevant  Person") shall mean (a) any
Person which, directly or indirectly,  is in control of, is controlled by, or is
under  common  control  with the  relevant  Person,  or (b) any  Person who is a
director or officer (i) of the relevant  Person,  (ii) of any  subsidiary of the
relevant  Person or (iii) of any  Person  described  in clause  (a)  above.  For
purposes of this definition,  control of a relevant Person shall mean the power,
direct or indirect,  (x) to vote 5% or more of the  securities  (or other equity
interest)  having  ordinary  voting  power for the  election  of  directors  (or

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managers or other  equivalent) of the relevant Person, or (y) to direct or cause
the direction of the management  and policies of the relevant  Person whether by
contract or otherwise.

         "Collateral"  shall  have the  meaning  as set  forth  in the  Security
Agreement.

         "Collateral Agent Indemnified Parties" shall have the meaning set forth
in Section 5.10 hereof.

         "Collateral Agent Obligations" shall mean collectively all obligations,
from time to time,  of Debtor to the  Collateral  Agent in its capacity as such,
including  but not  limited to all  Expenses  and  amounts  payable  pursuant to
Sections  2.1(c),  5.10,  5.11  and  5.12  hereof,  in each  case  whether  such
obligations  are direct or indirect,  otherwise  secured or unsecured,  joint or
several,  absolute or contingent,  due or to become due,  whether for payment or
performance, now existing or hereafter arising.

         "Event of  Default"  shall  mean any event of  default  under any Note,
Security Document or other Loan Document.

         "Expenses" shall mean  collectively  all costs and expenses  including,
without limitation, reasonable attorneys' fees and disbursements incurred by the
Collateral  Agent on its behalf or on behalf of Noteholders:  (i) in all efforts
made  to  enforce  payment  of  any  Obligation  or  effect  collection  of  any
Collateral; (ii) in connection with the entering into, modification,  amendment,
administration,  termination  and  enforcement of this  Agreement,  the Security
Documents  or any of the  other  Loan  Documents  or  any  consents  or  waivers
hereunder or thereunder and all related  agreements,  documents and instruments;
(iii) in instituting,  maintaining, preserving, enforcing and foreclosing on the
Collateral  Agent's  Lien on any of the  Collateral,  whether  through  judicial
proceedings  or  otherwise;  (iv) in  defending  or  prosecuting  any actions or
proceedings arising out of or relating to this Agreement, the Security Documents
or any of the other Loan  Documents;  or (v) in connection with any advice given
to the Collateral  Agent with respect to its rights and  obligations  under this
Agreement, the Security Documents and the other Loan Documents.

         "Insolvency  Proceeding"  shall  mean,  as to  any  Person,  any of the
following: (i) any case or proceeding with respect to such Person under the U.S.
Bankruptcy  Code  or  any  other  federal  or  state   bankruptcy,   insolvency,
reorganization  or other law affecting  creditors'  rights  generally;  (ii) any
proceeding  seeking the  appointment of a receiver or similar  official for such
Person  or a  material  portion  of its  property;  (iii)  any  proceedings  for
liquidation,  dissolution or winding up of the business of such Person;  or (iv)
any  assignment for the benefit of creditors or any marshaling of assets of such
Person.

         "Lien" shall mean any mortgage,  deed of trust, pledge,  hypothecation,
assignment,  security interest,  lien (whether statutory or otherwise),  charge,
claim or  encumbrance,  or preference,  priority or other security  agreement or
preferential arrangement held or asserted in respect of any asset of any kind or
nature whatsoever including,  without limitation,  any conditional sale or other
title  retention  agreement,  any lease having  substantially  the same economic
effect as any of the  foregoing,  and the filing of, or agreement  to give,  any
financing  statement under the Uniform  Commercial Code or comparable law of any
jurisdiction.  "Loan  Documents"  shall  mean  collectively  the  Notes  and the
Security  Documents,  together with any other agreements or instruments  entered
into from time to time in connection with the  transactions  contemplated by the
Notes and the Security Documents.

         "Noteholder Obligations" shall mean collectively all debts, liabilities
and obligations of the Debtor to the  Noteholders  under the Notes and the other
Loan Documents, in each case whether such debts, liabilities and obligations are
direct or indirect,  otherwise secured or unsecured,  joint or several, absolute

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or contingent,  due or to become due,  whether for payment or  performance,  now
existing or hereafter arising.

         "Obligations"  shall mean  collectively all Noteholder  Obligations and
all Collateral Agent Obligations.

         "Person" shall mean any individual,  sole proprietorship,  partnership,
corporation,   business  trust,  joint  stock  company,  trust,   unincorporated
organization,   association,  limited  liability  company,  institution,  public
benefit  corporation,  joint  venture,  entity or government  (whether  federal,
state,  county,  city,  municipal or otherwise,  including any  instrumentality,
division, agency, body or department thereof).

         "Pro Rata Share" of any  Noteholder at any time shall mean the fraction
(expressed as a percentage) the numerator of which is the aggregate  outstanding
principal  amount of all Notes issued to or acquired by such  Noteholder and the
denominator of which is the aggregate  outstanding principal amount of all Notes
issued to all Noteholders.

         "Qualified  Transferee"  of any  Noteholder  shall mean an  "accredited
investor"  as such  term  is  defined  in Rule  501 of  Regulation  D under  the
Securities Act of 1993, as amended.

         "Majority Noteholders" shall mean, at any time, those Noteholders whose
Pro Rata  Shares  aggregate  more  than  fifty  percent  (50%) of the  aggregate
outstanding  principal  amount  of all  Notes;  provided,  however,  that if any
Noteholder (the "relevant Noteholder"), together with its Affiliates, holds more
than fifty percent (50%) of the aggregate  outstanding  principal  amount of all
Notes,  then the  Majority  Noteholders  shall  include at least one  additional
Noteholder that is not an Affiliate of the relevant Noteholder.

         "Security Documents" shall mean this Agreement,  the Security Agreement
and any other agreements or instruments  entered into from time to time granting
or  purporting  to grant the  Collateral  Agent a Lien in any  property  for the
benefit of the  Noteholders to secure the  Obligations,  together with any other
agreements or  instruments  entered into from time to time pursuant to which any
Person  guaranties,  becomes surety for or provides other credit support for the
Obligations.

         "Shared Collateral Account" shall have the meaning set forth in Section
4.1 hereof.

         "Supermajority  Noteholders" shall mean, at any time, those Noteholders
whose Pro Rata Shares  aggregate  sixty-six and two-thirds  percent (66 2/3%) or
more of the  aggregate  outstanding  principal  amount of all  Notes;  provided,
however, that if any Noteholder (the "relevant  Noteholder"),  together with its
Affiliates,  holds  sixty-six  and  two-thirds  percent (66 2/3%) or more of the
aggregate  outstanding  principal  amount of all Notes,  then the  Supermajority
Noteholders  shall  include at least one  additional  Noteholder  that is not an
Affiliate of the relevant Noteholder.


         ARTICLE 2 - THE COLLATERAL AGENCY

         2.1     APPOINTMENT.

         (a) The Noteholders each hereby irrevocably  appoint Collateral Service
Associates,  LLC to act as  Collateral  Agent  for each  Noteholder  under  this
Agreement  and the other  Security  Documents.  Debtor  shall  have the right to
approve the initial  Collateral  Agent. The Noteholders each hereby  irrevocably
authorize the Collateral  Agent to take such action on behalf of each Noteholder
under the provisions of this Agreement and the other Security Documents,  and to
exercise such rights and powers and to perform such duties,  as are specifically
delegated to or required of the Collateral Agent by the terms hereof or thereof,
together with such powers as are reasonably incident thereto. Collateral Service

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Associates,  LLC hereby agrees to act as the  Collateral  Agent on the terms and
conditions set forth in this Agreement and the other  Security  Documents.  Each
Noteholder  hereby  irrevocably  authorizes the Collateral  Agent to execute and
deliver, and accept delivery of, each of the Security Documents.

         (b) The Noteholders  each hereby agree that (i) the rights and remedies
given to the Collateral Agent under the Security Documents,  and (ii) the rights
and remedies given to each  Noteholder  under each Note or any of the other Loan
Documents,  as the case  may be,  shall  each be  exercised  exclusively  by the
Collateral  Agent,  on  behalf  of  itself  and  the  Noteholders,  and  that no
Noteholder shall exercise any such right or remedy individually, except upon the
request of the Collateral Agent as set forth in Section 2.5(e) hereof.

         (c) The  Debtor  shall pay the  Collateral  Agent an annual  collateral
agency fee in the amount of Twenty Thousand  Dollars  ($20,000) per year,  which
such fee  shall  be  payable  as  follows:  (i) for  each  year (so long as this
Agreement is in effect in accordance  with Section 6.9 hereof),  the  collateral
agency  fee  shall  be  payable  in  quarterly  installments  of  Five  Thousand
($5000.00)  in advance on the first day of each  month of the  beginning  of the
quarter;  (ii) the first  payment is due when the fund has  reached  its minimum
requirement.  In addition to (and not in substitution for) the annual collateral
agency fee, in the event that the Collateral Agent receives  directions from the
Majority  Noteholders  to  accelerate  and  enforce the  Noteholder  Obligations
following  an Event of Default,  the Debtor shall pay the  Collateral  Agent (so
long as this Agreement is in effect in accordance  with Section 6.9 hereof),  an
hourly  enforcement and  administration fee in the amount of One Hundred Dollars
($100.00) per hour for the services of the Collateral  Agent, in connection with
all administrative and enforcement  activities on behalf of the Collateral Agent
under this Agreement, which such enforcement and administration fee shall be due
and payable from time to time on demand (and with respect to the Debtor, without
any requirement for detailed invoicing).  All amounts payable under this Section
shall be paid without any  deduction  whatsoever,  including but not limited to,
any  deduction for any setoff or  counterclaim,  and all amounts paid under this
Section shall be non-refundable.  The agreements contained in this Section shall
survive the termination of this Agreement and the other Security Documents.

         2.2 EXERCISE OF POWERS.  The Collateral  Agent shall take any action of
the type specified  herein or in any other Security  Documents,  as being within
the  Collateral  Agent's  rights,  powers or  discretion at the direction of the
Majority Noteholders (or, to the extent this Agreement or such Security Document
specifically  requires the  direction  of the  Supermajority  Noteholders,  then
instead at the  direction  of the  Supermajority  Noteholders),  or as otherwise
permitted or authorized to be taken by the Collateral  Agent.  In the absence of
any such  directions,  the Collateral Agent shall have no obligation to take any
such action.  Any action or inaction by the  Collateral  Agent  pursuant to this
Agreement shall be binding on all of the Noteholders. The Collateral Agent shall
not have any  liability  to any Person as a result of (i) the  Collateral  Agent
acting or refraining  from acting at the  direction of the Majority  Noteholders
(or, where applicable, the Supermajority Noteholders), (ii) the Collateral Agent
refraining  from acting in the absence of  directions  to act from the  Majority
Noteholders (or, where applicable, the Supermajority Noteholders),  or (iii) the
Collateral Agent taking  discretionary action or inaction reasonably incident to
directions   from  the  Majority   Noteholders   (or,  where   applicable,   the
Supermajority Noteholders),  or as otherwise permitted or authorized to be taken
by the Collateral Agent.

         2.3 BENEFIT OF AGREEMENT. A Noteholder shall be entitled to the benefit
of this  Agreement  and the  other  Security  Documents  if,  and only if,  such
Noteholder  is party  hereto as of the date  hereof or,  subject to Section  6.5
hereof,  hereafter becomes party hereto pursuant to an Assignment and Assumption
Agreement, in the form of EXHIBIT "B" hereto (an "Assignment Agreement").

         2.4  AMENDMENTS TO LOAN  DOCUMENTS.  The  provisions of this  Agreement
shall remain in full force and effect in accordance with its terms regardless of

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any  amendment,  modification  or  supplement  to  any  Loan  Document.  Without
limitation of the foregoing,  this Agreement  shall apply in accordance with its
terms notwithstanding any increase,  decrease, addition or change in the amount,
nature, type or purpose of any of the Obligations.

         2.5     CERTAIN INTERCREDITOR MATTERS.

         (a) All principal,  interest and other amounts  payable under the Notes
shall be pari passu in right of payment (including without limitation,  payments
made in connection with the prepayment of all or any portion of the Notes),  and
the Debtor  shall,  until  otherwise  notified  by the  Collateral  Agent at the
direction of the Majority Noteholders following an Event of Default to make such
payments to the Collateral Agent for deposit in the Shared  Collateral  Account,
pay all such amounts  directly to the  Noteholders,  as applicable,  without any
deduction whatsoever, including but not limited to, any deduction for any setoff
or  counterclaim.   If,   notwithstanding  the  foregoing,   any  Noteholder  (a
"benefitted  Noteholder")  shall  at  any  time  receive  any  payment  (whether
voluntarily or  involuntarily  or by set-off) in a greater  proportion  than any
such payment received by any other Noteholder,  such benefitted Noteholder shall
purchase for cash from the other  Noteholders a participation in such portion of
each  such  other  Noteholder's  Notes,  as shall  be  necessary  to cause  such
benefitted Noteholder to share the excess payment ratably with each of the other
Noteholders;  provided,  however,  that if all or any  portion  of  such  excess
payment or benefits is thereafter  recovered  from such  benefitted  Noteholder,
such purchase shall be rescinded, and the purchase price returned, to the extent
of such recovery, but without interest.  Each Noteholder so purchasing a portion
of a benefitted  Noteholder's  Notes may, subject to the terms hereof,  exercise
all rights (including,  without limitation,  voting rights) with respect to such
portion as fully as if such Noteholder were the direct holder of such portion.

         (b) The pari passu nature of the right of payments  under the Notes and
the priority of distributions specified in Article 4 of this Agreement are based
upon the assumptions  that (i) the payments made to each of the Noteholders will
be  nonavoidable,  (ii) the Liens in the  Collateral in favor of the  Collateral
Agent on behalf of each of the Noteholders will be equally valid,  perfected and
nonavoidable  as to each  Noteholder  and (iii) the Liens in the  Collateral  in
favor of the  Collateral  Agent on  behalf  of each of the  Noteholders  and the
claims  under  the  Notes of each of the  Noteholders  will be  deemed  of equal
priority as against all Persons other than the Noteholders. If and to the extent
any such  assumption  proves to be incorrect as to a  particular  Noteholder  or
particular  set of  Noteholders  as finally  determined  by a court of competent
jurisdiction, any resulting loss shall be borne solely by such Noteholder or set
of Noteholders,  and the distributions  referred to in Article 4 hereof shall be
adjusted accordingly with such Noteholder or set of Noteholders being liable for
any deficiency.

         (c) The Noteholders each hereby agree that,  irrespective of whether an
Event of Default exists, no Noteholder will, individually or in conjunction with
other  Noteholders,  (i)  amend  or  otherwise  modify  (A)  the  amount  of any
principal, interest or fees under any Note, or the time of payment of any of the
foregoing,  without the prior written consent of the  Supermajority  Noteholders
and prior written notice to the Collateral  Agent, or (B) any other terms of any
Note or other Loan Document  without the prior  written  consent of the Majority
Noteholders  and prior  written  notice to the  Collateral  Agent (and the prior
written  consent  of the  Collateral  Agent if such  amendment  or  modification
purports  to alter the rights or  obligations  of the  Collateral  Agent in such
capacity),  or (ii) waive (A) any Event of Default  resulting  from the Debtor's
failure to pay, when due, principal, interest or any fees under any Note without
the prior written  consent of the  Supermajority  Noteholders  and prior written
notice to the Collateral  Agent,  or (B) any other Event of Default  without the
prior written  consent of the Majority  Noteholders  and prior written notice to
the Collateral  Agent.  The  Noteholders  each hereby further agree that, if any
amendment or other modification, or waiver, is approved by the required level of
Noteholders  set  forth  in  the  preceding   sentence,   then  such  amendment,
modification  or waiver shall be binding upon and applicable to all  Noteholders
regardless of whether such Noteholders  consent or sign any document  evidencing

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such  amendment,  modification  or  waiver.  Any  purported  amendment  or other
modification  made in violation of this  Section  2.5(c) shall be void.  Nothing
contained  in this  Section  2(c) is intended to impair or  otherwise  limit the
rights and powers of the Collateral Agent set forth in Section 2.5(d) hereof.

         (d) The Noteholders hereby agree that,  notwithstanding anything to the
contrary  contained  in the Notes or the other  Loan  Documents,  following  the
occurrence  of an Event of  Default,  no  Noteholder  will,  individually  or in
conjunction  with  other  Noteholders,  accelerate  all  or any  portion  of the
Noteholder  Obligations,  make  demand for  payment of all or any portion of the
Noteholder  Obligations or otherwise take any enforcement action with respect to
all or any portion of the Noteholder  Obligations.  In accordance with the terms
hereof,  all such rights and remedies (and the power to exercise the same) shall
be exclusively  reserved for, and are hereby delegated to, the Collateral Agent.
If the Collateral  Agent receives  directions  from the Majority  Noteholders to
accelerate and enforce the Noteholder  Obligations on behalf of all Noteholders,
the determination and judgment as to the method,  manner,  performance,  timing,
nature and extent of all enforcement activities or actions, prior to and (to the
extent applicable)  during any Insolvency  Proceeding with respect to the Debtor
or any other obligor for the Noteholder Obligations,  shall be reserved for (and
hereby  hereby  delegated  to) the  Collateral  Agent  in its  sole  discretion;
provided,  however, that the Collateral Agent shall not (x) compromise or settle
the  principal  under  any Note for less  than  100% of the  outstanding  amount
thereof in cash, or (y) during the existence of an Event of Default,  release or
consent to the release of the  Collateral  Agent's Lien on all or  substantially
all of the Collateral,  as the case may be, without the prior written consent of
the  Supermajority  Noteholders  (it  being  acknowledged  and  agreed  that the
Collateral  Agent may, in its sole discretion,  compromise or settle  Noteholder
Obligations  other than principal for less than 100% of the  outstanding  amount
thereof in cash or release its Lien on less than all or substantially all of the
Collateral,  in each  case,  without  the  consent of any  Noteholder).  Without
limiting the generality of the foregoing, during the existence of any Insolvency
Proceeding  with respect to the Debtor or any other  obligor for the  Noteholder
Obligations,  the  Collateral  Agent  shall  have  the  exclusive  right to make
determinations  and judgments (which shall be binding on all  Noteholders)  with
respect to the use of cash collateral, the adequacy of any "adequate protection"
proposed  therefor,  the adequacy of the treatment of the Noteholders  under any
plan of  reorganization  and  all  matters  relating  to or  arising  out of the
Noteholder  Obligations,  the  Collateral  or  otherwise  (except  as  otherwise
provided in clauses (x) and (y) above).

         (e)  Notwithstanding  anything  to the  contrary  contained  in Section
2.5(d) above or otherwise in this  Agreement,  the Collateral  Agent may request
that any  Noteholder  assist  the  Collateral  Agent in the  performance  of the
Collateral Agent's duties hereunder (e.g., the Collateral Agent may request that
any  Noteholder  exercise  rights  of  set-off  against  the  Debtor),  and each
Noteholder that elects to so assist the Collateral Agent (without any obligation
to do so) shall be deemed to be a  Collateral  Agent  Indemnified  Party and all
costs  and  expenses  of such  Noteholder  in  connection  with  providing  such
assistance shall be deemed to constitute Expenses.

         (f) The Noteholders  each hereby agree that upon any realization on the
Loan  Documents,  including  but  not  limited  to  realization  on  any  of the
Collateral or any collection or  application of funds,  by set-off or otherwise,
on account of any  Obligations,  the Noteholders  shall share in the proceeds of
such realization in the manner provided in this Agreement, and if any Noteholder
shall realize any funds on the Loan  Documents  otherwise  than pursuant to this
Agreement,  such Noteholder shall remit the same to the Collateral Agent,  which
shall apply the same as provided herein.

         (g) The Debtor shall not grant,  and no Noteholder  shall receive,  any
Lien on any property or any credit support for any Noteholder  Obligation  other
than pursuant to the Security  Documents.  If, however,  any Noteholder receives
any such Lien or credit  support in  derogation  of this  Section  2.5(g),  such
Noteholder  shall  provide the other  Noteholders  with the benefits of any such
Lien or credit support, or the proceeds thereof, on a ratable basis.

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         (h) In furtherance of the Debtor's right to sell, transfer or otherwise
dispose of all or any portion of the Loan Portfolio under the Security Agreement
so long as no Event of Default has occurred and is continuing,  the  Noteholders
each hereby authorize the Collateral  Agent,  upon the request of the Debtor and
without further consent of any Noteholder,  to release or subordinate,  in whole
or in part, the Collateral  Agent's Lien on the Loan Portfolio to the extent the
Loan Portfolio,  or any portion thereof, is sold or otherwise disposed of by the
Debtor so long as the Collateral  Agent has no actual knowledge that an Event of
Default exists. The Noteholders  acknowledge that the Security Agreement further
permits the Debtor to retain and utilize the proceeds of any such sale, transfer
or other disposition so long as no Event of Default exists.

         (i) In the event of the  occurrence of an Event of Default with respect
to any loan  contained  within  the Loan  Portfolio,  Debtor  agrees to  provide
written  notice to the  Collateral  Agent on a prompt  basis  setting  forth the
nature of the Event of  Default,  the  outstanding  balances  of  principal  and
interest with respect to the defaulted  loan, a summary of the  collateral  held
with respect to such loan, any proposed  resolution curing the Event of Default,
and such other  terms or  circumstances  as may be  relevant.  Thereafter,  on a
monthly  basis,  the  Debtor  shall  provide a monthly  written  summary  to the
Collateral  Agent of the status of and defaulted loans within the Loan Portfolio
including  any action  being taken by the Debtor with  respect to the  defaulted
loan.

         ARTICLE 3 - SECURITY DOCUMENTS

         3.1     GENERAL RELATION TO SECURITY DOCUMENTS.

         (a)  Subject to Section 2.2 hereof,  all of the  powers,  remedies  and
rights of the  Collateral  Agent as set forth in this Agreement may be exercised
by the Collateral Agent in respect of any other Security  Document as though set
forth  in full  therein  and  all of the  powers,  remedies  and  rights  of the
Collateral  Agent as set forth in any other  Security  Document may be exercised
from time to time as herein and therein provided.

         (b) This  Agreement  is  intended  to be  supplemental  to,  and not in
limitation of, the other Security Documents. However, in the event of actual and
irreconcilable  conflict between the provisions hereof and the provisions of the
other Security Documents, the provisions of this Agreement shall be controlling.

         3.2 RIGHT TO INITIATE JUDICIAL PROCEEDINGS.  If an Event of Default has
occurred and is continuing,  the  Collateral  Agent (a) shall have the right and
power to  institute  and  maintain  such  suits and  proceedings  as it may deem
appropriate to protect and enforce the rights vested in it by this Agreement and
each other  Security  Document and (b) may proceed by suit or suits at law or in
equity to enforce such rights and to foreclose  upon the  Collateral and to sell
all or, from time to time, any of the Collateral whether pursuant to the Uniform
Commercial Code or other applicable law or pursuant to a judgment or decree of a
court of competent  jurisdiction.  This Section  shall not be construed to limit
any right or remedy  otherwise  available  to the  Collateral  Agent  under this
Agreement,  any other  Security  Document  or  otherwise  by law to act  without
judicial proceedings.

         3.3 REMEDIES NOT EXCLUSIVE,  ETC. No remedy  conferred upon or reserved
to the  Collateral  Agent or any  Noteholder  herein  or in any  other  Security
Document or Loan  Document is intended to be  exclusive  of any other  remedy or
remedies,  but every such remedy shall be cumulative and shall be in addition to
every other remedy conferred  herein or any other Security  Document or any Loan
Document or now or hereafter existing at law or in equity or otherwise.


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         3.4 NO DUTY TO THE DEBTOR. The Collateral Agent shall not have any duty
to the  Debtor as to any  Collateral  in its  possession  or  control  or in the
possession or control of any of its agents or nominees, or any income thereon or
as to the  preservation  of rights  against  prior  parties or any other  rights
pertaining thereto.

         ARTICLE 4 - DISTRIBUTIONS

         4.1 SHARED COLLATERAL ACCOUNT. For purposes of collecting cash proceeds
of the  Collateral,  the  Collateral  Agent shall  establish one or more deposit
accounts with a financial  institution  selected by the Collateral Agent, titled
in its  own  name as  Collateral  Agent  hereunder  (collectively,  the  "Shared
Collateral  Account").   The  Collateral  Agent  shall  deposit  in  the  Shared
Collateral  Account for  distribution  pursuant to Section 4.4 hereof,  all cash
proceeds from the disposition of, or realization upon,  Collateral and all other
funds required to be so deposited under any Security  Document or any other Loan
Document.  No other funds shall be deposited in the Shared Collateral Account or
commingled with funds in the Shared  Collateral  Account.  The Shared Collateral
Account shall be subject to the exclusive dominion and control of the Collateral
Agent and shall constitute shared  collateral  hereunder.  All right,  title and
interest in and to the Shared Collateral Account,  funds on deposit therein from
time to time,  all proceeds of the  conversion  thereof into cash,  instruments,
securities or other property,  and all other proceeds thereof, shall vest in the
Collateral  Agent, and the Debtor hereby confirms and agrees that all such items
shall remain  subject to the Lien of the Collateral  Agent,  subject to no other
Lien.

         4.2 INVESTMENT. The Collateral Agent may (but shall not be required to)
invest  moneys on deposit in the Shared  Collateral  Account in cash  equivalent
investments in its own name as agent hereunder, and all such investments and the
interest  and  income  received  thereon  and the net  proceeds  on the  sale or
redemption  thereof  shall  be  held  in  the  Shared  Collateral  Account.  The
Collateral  Agent  may  liquidate  investments  prior  to  maturity  to  make  a
distribution  pursuant to Section 4.4 hereof.  The Collateral Agent shall not be
liable for (i) any dimunition in value of any investment made in accordance with
this Section 4.2, or (ii) interest on any payments, distributions or proceeds of
Collateral  received by the  Collateral  Agent  except to the extent of interest
actually  received by the Collateral  Agent based upon investments made pursuant
to the first sentence of this Section 4.2.

         4.3  INTENTIONALLY DELETED.

         4.4  DISTRIBUTIONS.  The Collateral Agent shall make distributions from
the  Shared  Collateral  Account  (to the  extent of funds  then  available  for
distribution),  on a monthly basis (or at such other times as may be required by
law),   following  the  Collateral  Agent's  initial  receipt  of  any  payment,
distribution  or  proceeds of  Collateral  during the  existence  of an Event of
Default,  except that the  Collateral  Agent shall have the right at any time to
apply moneys held by it in the Shared  Collateral  Account to the payment of due
and unpaid Collateral Agent Obligations. All moneys held by the Collateral Agent
in  the  Shared   Collateral   Account  shall,  to  the  extent   available  for
distribution, be distributed by the Collateral Agent as follows:
         First: to the Collateral Agent for  any  Collateral  Agent  Obligations
unpaid on such distribution date;

         Second: to the Noteholders in an amount equal to all accrued and unpaid
interest on the Notes on such distribution date;  provided,  that if such moneys
to be distributed by the Collateral  Agent shall be  insufficient to pay in full
such amounts,  then such distribution shall be made ratably (without priority of
any one over any other) to the Noteholders in accordance with each  Noteholder's
Pro Rata Share on such distribution date;

         Third: to the Noteholders in an amount equal to all unpaid principal on
the  Notes  on such  distribution  date;  provided,  that if such  moneys  to be
distributed by the Collateral  Agent shall be  insufficient  to pay in full such

<PAGE>

amounts,  then such distribution  shall be made ratably (without priority of any
one over any other) to the Noteholders in accordance with each  Noteholder's Pro
Rata Share on such distribution date; and

         Fourth: to the Noteholders for any other Noteholder  Obligations unpaid
on such distribution  date;  provided,  that if such moneys to be distributed by
the Collateral  Agent shall be  insufficient  to pay in full such amounts,  then
such  distribution  shall be made ratably (without  priority of any one over any
other) to the Noteholders in accordance with each Noteholder's Pro Rata Share on
such distribution date;

         Finally:  if all Obligations  shall have been paid in full in cash, any
surplus then remaining  shall be paid to the Debtor or its successors or assigns
or to whomsoever  may be lawfully  entitled to receive the same or as a court of
competent jurisdiction may direct.

         This Section 4.4 is intended solely to govern the  distributions  among
the Noteholders  and shall not impose on the Collateral  Agent any obligation in
respect of disposition of funds from the Shared  Collateral  Account which would
conflict with any order or decree of any court or governmental  authority or any
applicable law.

         4.5 CALCULATIONS. In making the determinations and allocations required
by Section 4.4 hereof,  the Collateral Agent may rely upon information  supplied
by the  Noteholders,  and the  Collateral  Agent shall have no  liability to the
Debtor  or  any  other   Noteholder  for  actions  taken  in  reliance  on  such
information.  All distributions made by the Collateral Agent pursuant to Section
4.4 hereof shall be final as against the  Collateral  Agent,  and the Collateral
Agent shall have no duty to inquire as to the  application by the Noteholders of
any amounts distributed to them.

         4.6  APPLICATION  OF MONEYS.  Each  Noteholder  agrees to apply  moneys
distributed  under  Section  4.4  hereof to  satisfaction  of the  corresponding
Obligation described therein.


         ARTICLE 5 - THE COLLATERAL AGENT

         5.1 GENERAL NATURE OF DUTIES. The Collateral Agent shall have no duties
or  responsibilities to the Noteholders except those expressly set forth in this
Agreement,  and  no  implied  duties  or  responsibilities  on the  part  of the
Collateral  Agent  shall be read  into  this  Agreement  or any  other  Security
Document  or shall  otherwise  exist.  The  duties and  responsibilities  of the
Collateral  Agent shall be  mechanical  and  administrative  in nature,  and the
Collateral  Agent shall not have by reason of this Agreement a fiduciary,  trust
or similar relationship with any Noteholder. Subject to Section 5.13 hereof, the
Collateral  Agent is and shall be the sole collateral  agent of the Noteholders.
The Collateral  Agent, in such capacity,  does not assume,  and shall not at any
time be deemed to have, any  relationship of agency or trust with or for, or any
other  duty or  responsibility  to,  the  Debtor or any  Person  other  than the
Noteholders (and, with respect to the Noteholders,  only to the extent expressly
set forth herein). The Collateral Agent shall be under no obligation to take any
action  hereunder or under any other Security  Document if the Collateral  Agent
believes in good faith that taking such actions may conflict with any law or any
provision of this Agreement or any other Security  Document,  or may require the
Collateral Agent to qualify to do business in any  jurisdiction  where it is not
then qualified.

<PAGE>


         5.2 GENERAL EXCULPATION.  Notwithstanding any other provision hereof or
of any other  Security  Document,  neither the  Collateral  Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them hereunder or in connection herewith, except as
such action or omission are caused solely from its or their own gross negligence
or  willful   misconduct   as  finally   determined  by  a  court  of  competent
jurisdiction.

         5.3        CERTAIN DISCLAIMERS.

         (a) By  execution  of or joining  in this  Agreement,  each  Noteholder
acknowledges  that it has entered into this  Agreement and the  applicable  Loan
Documents solely upon its own independent  investigation and is not relying upon
any information supplied by or any representations made by the Collateral Agent.
Each  Noteholder has analyzed and considered all tax and credit  implications of
such  transactions.  Each Noteholder shall continue to make its own analysis and
evaluation of the Debtor or any other obligor.  The  Collateral  Agent shall not
have any duty to provide any  Noteholder  with any  information  concerning  the
business or financial condition of the Debtor or concerning the Collateral.

         (b) The  Collateral  Agent shall have no  obligation  whatsoever to any
Noteholder  or any  other  Person to  investigate,  confirm  or assure  that the
Collateral  exists or is owned by the  Debtor,  or is cared  for,  protected  or
insured or has been  encumbered,  or that Liens granted to the Collateral  Agent
under the Security  Documents or otherwise have been properly or sufficiently or
lawfully  created,  perfected,  protected  or  enforced  or  are  entitled  to a
particular priority, or to exercise at all in any particular manner or under any
duty of care,  disclosure or fidelity,  or continue  exercising,  any rights and
powers granted or available to the Collateral Agent.

         (c) The  Collateral  Agent  makes no  representation  or  warranty  and
assumes no  responsibility  with respect to (i) the  financial  condition of the
Debtor or any other obligor;  (ii) the sufficiency of any Collateral;  (iii) the
accuracy,  sufficiency or currency of any  information  concerning the financial
condition,  prospects  or  results  of  operations  of the  Debtor  or any other
obligor;  or (iv) the  sufficiency,  authenticity,  legal  effect,  validity  or
enforceability  of this  Agreement,  the  Security  Documents  or any other Loan
Documents.  The  Collateral  Agent assumes no  responsibility  or liability with
respect to the  collectibility  of the  Obligations  or the  performance  by the
Debtor or any other obligor of any obligation under the Loan Documents.

         (d) The Collateral Agent shall be under no obligation to any Noteholder
to  ascertain,  inquire or give any notice  relating to (i) the  performance  or
observance  by the Debtor or any other Person of the terms or conditions of this
Agreement,  any other  Security  Document or any other Loan  Document,  (ii) the
business,  operations or condition (financial or otherwise) of the Debtor or any
other  obligor  or (iii) the  existence  or  possible  existence  of an Event of
Default.

         5.4 RIGHT TO REQUIRE  INDEMNITY.  The  Collateral  Agent shall be fully
justified in failing or refusing to take any action hereunder or under any other
Security Document unless it shall first receive,  if requested by the Collateral
Agent,   further   assurances   from  the   Noteholders   with  respect  to  the
indemnification provided herein, to the Collateral Agent's satisfaction, against
any and all liability (including, without limitation, tax liability) and expense
which may be incurred by it by reason of taking or  continuing  to take any such
action.  Without limiting the generality of the foregoing,  the Collateral Agent
shall be fully justified in failing or refusing to take any action  hereunder or
under any other Security Document unless it shall first receive, if requested by
the  Collateral  Agent,  funds from the  Noteholders  in an amount  equal to the
Expenses that the  Collateral  Agent  reasonably  expects to incur in connection
with any such  action,  together  with an amount equal to any accrued and unpaid

<PAGE>

fees under Section 2.1(c) hereof. All amounts paid by the Noteholders under this
Section 5.4 shall constitute part of the Noteholder Obligations.

         5.5  DELEGATION OF DUTIES.  The Collateral Agent may execute any of its
duties as Collateral Agent hereunder or under any other Security  Document by or
through  employees,   agents  (including,   without  limitation,   one  or  more
Noteholders) and  attorneys-in-fact  and shall not be answerable for the default
or  misconduct  of any such agents or  attorneys-in-fact  selected by it in good
faith.

         5.6  RELIANCE, ETC.

         (a) Whenever in the  administration  of duties under this  Agreement or
the other  Security  Documents the  Collateral  Agent shall deem it necessary or
desirable that a matter be proved or  established  with respect to the Debtor or
any other  Person in  connection  with the taking,  suffering or omitting of any
action  hereunder or  thereunder  by the  Collateral  Agent,  such matter may be
provided or  established  by a  certificate  of the Debtor or such other  Person
delivered to the Collateral  Agent,  and the Collateral  Agent may  conclusively
rely thereon.

         (b) The  Collateral  Agent  shall be  entitled to rely upon any notice,
consent,  certificate,  affidavit, letter, telegram, statement, paper, document,
telephone  conversation or other communication  believed by it to be genuine and
correct and to have been  signed,  sent or made by the proper  Person or Persons
(whether  or not  made  in the  manner  specified  herein  or in the  applicable
Security  Documents).  The Collateral Agent may conclusively rely upon the truth
of  the  statements  and  the  correctness  of  the  opinions  expressed  in any
certificates or opinions furnished to the Collateral Agent and conforming to the
requirements of this Agreement or any other Security Document.

         (c) The Collateral Agent may consult with legal counsel,  and any other
professional  advisors  or  consultants  deemed  necessary  or  appropriate  and
selected by the Collateral Agent and shall not be liable for any action taken or
suffered  in good faith by it in  accordance  with the  advice of such  counsel,
advisors or consultants.

         5.7  COLLATERAL  AGENT  IN  INDIVIDUAL  CAPACITY.   Collateral  Service
Associates,  LLC and  its  Affiliates  may be  Noteholders,  and in  such  event
Collateral  Service  Associates,  LLC and such Affiliates,  in their capacity as
Noteholders,  shall have the same rights and powers as any other Noteholder, and
may exercise the same as though Collateral Service Associates,  LLC were not the
Collateral  Agent,  and the term  "Noteholders"  shall  include  the  Collateral
Service  Associates,  LLC,  in  its  individual  capacity,  together  with  such
Affiliates.  Collateral Service Associates, LLC, in its individual capacity, and
its Affiliates may, without  liability to account to any Noteholder,  make loans
to,  investments  in, and  generally  engage in any kind of business  with,  the
Debtor and the  Debtor's  equity  holders and  Affiliates  as though  Collateral
Service  Associates,  LLC, in its  individual  capacity,  were not acting as the
Collateral Agent hereunder.

         5.8  INTENTIONALLY DELETED.

         5.9  EXPENSES.  The Debtor hereby agrees to pay or cause to be paid and
to save the Collateral Agent harmless  against  liability for the payment of all
Expenses.  Each Noteholder hereby agrees to reimburse and to save the Collateral
Agent harmless against  liability for the payment of all Expenses (to the extent
the Collateral  Agent is not reimbursed by the Debtor and without  limitation of
the obligation of the Debtor to do so, it being acknowledged and agreed that the
Collateral  Agent  shall have no  obligation  to exhaust  any rights or remedies
against the Debtor prior to collecting  on the  indemnification  provided  under
this Section 5.9),  ratably in accordance with each Noteholder's Pro Rata Share.
All amounts  payable  under this Section shall be due on demand and paid without
any  deduction  whatsoever,  including but not limited to, any deduction for any


<PAGE>

setoff or counterclaim.  All amounts paid by the Noteholders  under this Section
5.9  shall  constitute  part  of  the  Noteholder  Obligations.  The  agreements
contained in this Section shall survive the  termination  of this  Agreement and
the other Security Documents.

         5.10 INDEMNITY. The Debtor hereby agrees to reimburse and indemnify the
Collateral  Agent,  its affiliates,  and their respective  directors,  officers,
employees,  attorneys and agents ("Collateral Agent Indemnified  Parties"),  and
each of them,  from and against any and all  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (including,  without limitation, the reasonable
fees and disbursements of counsel for such Collateral Agent Indemnified Party in
connection  with  any  investigative,   administrative  or  judicial  proceeding
commenced or threatened,  whether or not such Collateral Agent Indemnified Party
shall be  designated a party  thereto)  which may be imposed on,  incurred by or
asserted  against  any of them in any way  relating  to or  arising  out of this
Agreement,  any other Security  Document or any other agreement or instrument in
connection  herewith or therewith or the matters  referred to herein or therein,
or the administration or enforcement  hereof or thereof,  or any action taken or
omitted by the Collateral Agent hereunder or thereunder; provided, however, that
the Debtor shall not be liable for any portion of such liabilities, obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements  solely resulting from the gross negligence or willful  misconduct
of such Collateral Agent Indemnified  Party, as finally determined by a court of
competent  jurisdiction.  All amounts payable under this Section shall be due on
demand and paid without any deduction whatsoever,  including but not limited to,
any deduction for any setoff or counterclaim.  The agreements  contained in this
Section shall survive the  termination  of this Agreement and the other Security
Documents.

         5.11  INDEMNIFICATION  BY NOTEHOLDERS.  Each Noteholder (other than the
Collateral Agent) hereby agrees to reimburse and indemnify each Collateral Agent
Indemnified  Party (to the extent such Collateral Agent Indemnified Party is not
reimbursed by the Debtor and without  limitation of the  obligation of Debtor to
do so, it being  acknowledged and agreed that the Collateral Agent shall have no
obligation  to  exhaust  any rights or  remedies  against  the  Debtor  prior to
collecting on the indemnification  provided under this Section 5.11), ratably in
accordance with each  Noteholder's Pro Rata Share,  from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses  or  disbursements  of any kind or nature  (including,  without
limitation,  the fees and  disbursements  of counsel for such  Collateral  Agent
Indemnified  Party in  connection  with  any  investigative,  administrative  or
judicial  proceeding  commenced or  threatened,  whether or not such  Collateral
Agent  Indemnified  Party  shall be  designated  a party  thereto)  which may be
imposed on,  incurred by or asserted  against any of them in any way relating to
or arising  out of this  Agreement,  any other  Security  Document  or any other
agreement  or  instrument  in  connection  herewith or  therewith or the matters
referred to herein or therein,  or the  administration or enforcement  hereof or
thereof,  or any action taken or omitted by the  Collateral  Agent  hereunder or
thereunder;  provided,  however,  that no  Noteholder  shall be  liable  for any
portion of such liabilities,  obligations,  losses, damages, penalties, actions,
judgments,  suits,  costs,  expenses or disbursements  solely resulting from the
gross  negligence or willful  misconduct of such  Collateral  Agent  Indemnified
Party, as finally determined by a court of competent  jurisdiction.  All amounts
payable under this Section shall be due on demand and paid without any deduction
whatsoever,  including  but not  limited  to,  any  deduction  for any setoff or
counterclaim.  All amounts paid by the Noteholders under this Section 5.11 shall
constitute part of the Noteholder Obligations.  The agreements contained in this
Section shall survive the  termination  of this Agreement and the other Security
Documents.

         5.12  INTEREST.  All  amounts  payable by the Debtor to the  Collateral
Agent under this Agreement or any other Security  Document  (whether or not paid
or reimbursed by the Noteholders)  shall bear interest  (without  duplication of


<PAGE>

any interest obligation under any other Loan Document) from the date when due to
the date of payment  (before and after  judgment)  at the rate of eight  percent
(8%) per annum.

         5.13 SUCCESSOR COLLATERAL AGENT. The Collateral Agent may resign at any
time  upon  giving  thirty  (30)  days  prior  written  notice  thereof  to  the
Noteholders  and the  Debtor  and the  Collateral  Agent may be  removed  as the
Collateral  Agent  hereunder  upon  the  written  consent  of the  Supermajority
Noteholders  exclusive of the Collateral Agent upon the final determination by a
court of competent jurisdiction of willful misconduct by the Collateral Agent in
the performance of the Collateral Agent's duties or responsibilities  under this
Agreement.  Upon any resignation or permitted  removal of the Collateral  Agent,
the  Noteholders  (exclusive  of the  Collateral  Agent) shall have the right to
appoint a successor  Collateral  Agent by majority vote (based upon the Pro Rata
Shares of the  Noteholders  (exclusive of the Collateral  Agent)) subject to the
prior  consent of the Debtor if, and only if, no Event of Default has  occurred,
which such consent shall not be unreasonably  withheld,  conditioned or delayed.
If, in connection with the Collateral Agent's resignation,  the Noteholders fail
to  appoint  a  successor  Collateral  Agent in  accordance  with the  preceding
sentence  within the thirty (30)  day-period  described in the first sentence of
this Section 5.13, then the Collateral  Agent shall have the unilateral right to
appoint a successor  Collateral Agent. Upon the acceptance of the appointment as
a successor  Collateral Agent hereunder by such successor  Collateral Agent (and
payment in full of all outstanding  Collateral  Agent  Obligations  owing to the
resigning or removed  Collateral Agent),  such successor  Collateral Agent shall
thereupon succeed to and become vested with all rights, powers,  obligations and
duties of the resigning or removed Collateral Agent and the resigning or removed
Collateral Agent shall be discharged from its duties and obligations  hereunder,
provided  that all  rights  to  indemnification  in favor of such  resigning  or
removed Collateral Agent hereunder shall survive its resignation or removal.

         ARTICLE 6 - MISCELLANEOUS

         6.1  NOTICES.  Any  notice,   direction,   request,  demand,  or  other
communication  shall be given to any  party to this  Agreement  at such  party's
address set forth on the signature  pages to this  Agreement (or the  applicable
Assignment  Agreement) or at such other address as may hereafter be specified in
a notice designated as a notice of change of address under this Section 6.1. Any
notice, direction, request, demand, or other communication (for purposes of this
Section 6.1 only, a "Notice") to be given to or made upon any party hereto under
any  provision  of this  Agreement  shall  be  given  or made by in  writing  or
facsimile  transmission  in accordance with this Section 6.1 and any such Notice
shall be effective:  (i) in the case of hand-delivery,  when delivered;  (ii) if
given by mail,  four days after such Notice is deposited  with the United States
Postal Service,  with  first-class  postage prepaid,  return receipt  requested;
(iii) in the  case of a  facsimile  transmission,  when  sent to the  applicable
party's facsimile  machine's  telephone number, if the party sending such Notice
receives  confirmation of the delivery  thereof from its own facsimile  machine;
(iv) in the case of electronic transmission,  when actually received; and (v) if
given by any  other  means  (including  by  overnight  courier),  when  actually
received. Any Noteholder giving a Notice to the Debtor hereunder or under any of
the Loan  Documents  shall  concurrently  send a copy thereof to the  Collateral
Agent.

         6.2 NO IMPLIED WAIVER.  No course of dealing and no delay or failure of
the  Collateral  Agent or any  Noteholder  in  exercising  any  right,  power or
privilege  hereunder  or under  any other  Security  Document,  any  other  Loan
Document,  or any other  documents or  instruments  pursuant to or in connection
herewith  or  therewith  shall  affect any other or future  exercise  thereof or
exercise of any other right, power or privilege; nor shall any single or partial
exercise  of  any  such  right,   power  or  privilege  or  any  abandonment  or
discontinuance of steps to enforce such a right, power or privilege preclude any
further exercise thereof or of any other right, power or privilege.  Any waiver,
permit,  consent  or  approval  of any  kind  or  character  on the  part of the

<PAGE>

Collateral  Agent of any breach or default under,  or term or condition of, this
Agreement  or any  other  Security  Document  shall be in  writing  and shall be
effective only to the extent expressly set forth in such writing.

         6.3  SEVERABILITY.  The  provisions of this  Agreement and of the other
Security  Documents  are  deemed  to be  severable.  If any  provision  of  this
Agreement or any other Security Document shall be held invalid or unenforceable,
in whole or in part, such provision  shall, be ineffective to the extent of such
invalidity or  unenforceability  without in any manner affecting the validity or
enforceability of the remaining provisions hereof.

         6.4  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts  each of which shall be deemed an original,  but all of which taken
together  shall  constitute one and the same  instrument.  This Agreement may be
delivered by  facsimile  with the same force and effect as if it were a manually
delivered counterpart

         6.5  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and
inure  to  the  benefit  of the  Collateral  Agent  (and  the  Collateral  Agent
Indemnified  Parties),   the  Noteholders,   the  Debtor  and  their  respective
successors  and  assigns,  except that (i) the Debtor may not assign or transfer
any of its rights or obligations  hereunder or any interest therein, and (ii) no
Noteholder may assign or transfer any of its rights or obligations  hereunder or
any interest therein unless such assignee or transferee  constitutes a Qualified
Transferee and such Qualified Transferee executes and delivers to the Collateral
Agent an Assignment  Agreement;  and any such  purported  assignment or transfer
shall be void.  No other  Person  shall  have any rights  hereunder  or shall be
entitled to rely on any provision hereof.

         6.6     GOVERNING LAW; WAIVER OF JURY TRIAL

         (a) THIS  AGREEMENT AND ALL MATTERS  RELATING TO OR ARISING OUT OF THIS
AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF FLORIDA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

         (b) THE COLLATERAL  AGENT,  EACH OF THE NOTEHOLDERS AND THE DEBTOR EACH
HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION  WITH
ANY LITIGATION  COMMENCED BY OR AGAINST THE  COLLATERAL  AGENT OR ANY NOTEHOLDER
WITH  RESPECT TO THIS  AGREEMENT  AND ALL MATTERS  RELATING TO OR ARISING OUT OF
THIS AGREEMENT.

         (c)  EACH  OF  THE   PARTIES   HERETO   IRREVOCABLY   CONSENTS  TO  THE
NON-EXCLUSIVE  JURISDICTION  OF COURTS OF RECORD OF THE STATE OF FLORIDA LOCATED
IN PALM BEACH COUNTY,  FLORIDA AND THE UNITED STATES  DISTRICT  COURT LOCATED IN
SUCH COUNTY, WHICHEVER THE COLLATERAL AGENT MAY ELECT.

         6.7 AMENDMENTS.  Any amendment of this Agreement must be in writing and
signed by each of the parties to be bound thereby.

         6.8 FURTHER  ASSURANCES.  Each Noteholder  shall execute and deliver to
the Collateral Agent such additional  agreements,  documents and instruments and
take such further actions as may be reasonably requested by the Collateral Agent
to effectuate the provisions and purposes of this Agreement.
         6.9 TERM. This Agreement is a continuing  agreement and shall remain in
full force and effect until the indefeasible  payment in full of the Obligations
in cash.



                            [SIGNATURE PAGES FOLLOW]





<PAGE>



IN WITNESS  WHEREOF,  the  parties  hereto,  by their  officers  thereunto  duly
authorized,  have  executed and  delivered  this  Agreement as of the date first
above written.

Address for Notices:                    INTERFUND INVESTMENT FUND I, LLC, as
                                        the Debtor
------------------------------
------------------------------          By: Capitol Management, LLC, a ________
------------------------------          limited liability company
Facsimile No.:
              ----------------
Attention:
          --------------------          By:
                                            ------------------------------
                                        Name:
                                        Title:
                                        Collateral Service Associates, LLC, as
                                        Collateral Agent
------------------------------
------------------------------          By:
                                            ------------------------------
------------------------------          Name: Daniel J. Moore
Facsimile No.:                          Title: Managing Member
               ---------------
Attention:                              _______________________, as a Noteholder
          --------------------

------------------------------
------------------------------         By:
                                          ------------------------------
------------------------------         Name:
Facsimile No.:                         Title:
               ---------------
Attention:                             _______________________, as a Noteholder
           -------------------

------------------------------
------------------------------         By:
                                           ------------------------------
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                 [SIGNATURE PAGE TO COLLATERAL AGENCY AGREEMENT