EXHIBIT 10.8



                               SECURITY AGREEMENT

              This Security Agreement is entered into as of February 5, 2004, by
and between  Interfund  Investment  Fund I, LLC.,  a Florida  limited  liability
company ("Debtor"), with an address for notices at 7100 Camino Real Blvd., Suite
402, Boca Raton,  Florida  33433,  and  Collateral  Service  Associates,  LLC as
Collateral  Agent for itself and the  Noteholders  under (and as defined in) the
Collateral Agency Agreement described below ("Secured Party").

1)  Grant of Security  Interest.  Debtor  hereby  grants to Secured  Party,  for
itself and each of the Noteholders,  a continuing lien on and security  interest
in the property described or referred to in Paragraph 2 below (collectively, the
"Collateral")  to secure prompt payment and full  performance of the liabilities
described in Paragraph 3 below (collectively, the "Liabilities").

2)  Collateral.  The Collateral consists of all personal property and assets now
or  hereafter  owned by  Debtor or in which  Debtor  otherwise  has any  rights,
whether now  existing or  hereafter  arising,  including  but not limited to the
following:   (a)  all  accounts,   contract  rights  and  general   intangibles,
receivables  and  claims  of  Debtor  whether  now  or  hereafter  arising,  all
guaranties and security  therefor and all of Debtor's right,  title and interest
in the goods purchased and represented  thereby including all of Debtor's rights
in and to  returned  goods and  rights of  stoppage  in  transit,  replevin  and
reclamation as unpaid vendor; (b) all chattel paper including electronic chattel
paper and tangible  chattel paper;  (c) all documents and instruments  including
but not limited to,  promissory notes (together with all property  securing such
documents  and  instruments);  (d) all  letters of credit  and  letter-of-credit
rights;  (e) all  supporting  obligations;  (f) all  deposit  accounts;  (g) all
investment  property and financial assets;  (h) all inventory and all accessions
thereto  and  products  thereof  and  documents  therefor;  (i)  all  furniture,
fixtures, equipment and machinery, wherever located and whether now or hereafter
existing,  and all parts thereof,  accessions thereto, and replacements therefor
and all documents and general intangibles  covering or relating thereto; (j) all
trademarks,  trade  names,  corporate  names,  company  names,  business  names,
fictitious  business  names,  trade styles,  service marks,  logos and any other
designs  or  sources  of  business  identifiers,  indicia  of origin or  similar
devices,  all registrations with respect thereto,  all applications with respect
to the  foregoing,  and all  extensions  and renewals with respect to any of the
foregoing,  together with all of the goodwill associated therewith, in each case
whether now or hereafter  existing,  and all rights and interest associated with
the  foregoing;  (k) all  copyrights,  and all  copyrights  of works  based  on,
incorporated  in, derived from or relating to works covered by such  copyrights,
and all right, title and interest to make and exploit all derivative works based
on or adopted from works  covered by such  copyrights,  all  registrations  with
respect  thereto,  all  applications  with  respect  to the  foregoing,  and all
extensions and renewals with respect to any of the foregoing,  together with all
rights and interests  associated  with the  foregoing;  (l) all patents,  patent
applications, and patentable inventions, all continuations, divisions, renewals,
extensions, modifications, substitutions,  continuations-in-part, or reissues of
any  of  the  foregoing,  the  right  to  sue  for  past,  present,  and  future
infringements of any of the foregoing, all income, royalties,  profits, damages,
awards, and payments relating to or payable under any of the foregoing,  and all
other rights and benefits relating to any of the foregoing throughout the world;


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(m)  all  general  intangibles  (including  but  not  limited  to,  all  payment
intangibles);  (n) all books and records pertaining to the foregoing,  including
but not limited to computer programs, data, certificates,  records,  circulation
lists,  subscriber  lists,  advertiser  lists,  supplier lists,  customer lists,
customer and supplier contracts,  sales orders, and purchasing records;  (o) all
software   including  but  not  limited  to  computer  programs  and  supporting
information  provided in connection with a transaction  relating to the program,
and computer programs embedded in goods and any supporting  information provided
in  connection  with a  transaction  relating to the program  whether or not the
program is  associated  with the goods in such a manner that it  customarily  is
considered  part of the goods,  and  whether or not,  by  becoming  owner of the
goods,  a person  acquires  a right to use the  program in  connection  with the
goods,  and whether or not the program is embedded in goods that consist  solely
of the medium in which the program is  embedded;  (p) all health care  insurance
receivables;  (q) all  commercial  tort  claims;  and (r)  all  proceeds  of the
foregoing, including without limitation proceeds of insurance policies.

3)  Liabilities.  The  liabilities  ("Liabilities")  secured under this Security
Agreement are all debts,  liabilities and obligations of Debtor to Secured Party
pursuant to (i) that certain  Secured  Promissory Note of even date herewith (as
amended,  restated,  supplemented or modified from time to time, the "Note") and
any and all amendments, replacements, modifications and supplements thereto (ii)
this Security  Agreement,  and (iii) the Collateral  Agency  Agreement,  in each
case,  whether such debts,  liabilities  and obligations are direct or indirect,
joint or several,  absolute  or  contingent,  due or to become due,  whether for
payment or performance, now existing or hereafter arising.

4)  Covenants of Debtor.  Until the Liabilities  are paid in full, Debtor agrees
that it shall:

    a)  not sell or otherwise dispose of the Collateral, provided, however, that
        so long as no Event of Default exists, the Debtor may sell Collateral in
        the  exercise  of  its  reasonable  business  judgment  pursuant  to the
        ordinary course of Debtor's business;

    b)  not create,  incur,  assume or permit to exist any liens,  encumbrances,
        security  interests,   levies,  assessments  or  charges  (collectively,
        "Liens") on or in any of the Collateral;

    c)  appear in and defend, at Debtor's own expense,  any action or proceeding
        which may affect  Debtor's title to or Secured  Party's  interest in the
        Collateral;

    d)  procure or execute and deliver, from time to time, in form and substance
        satisfactory  to Secured Party in its discretion  reasonably  exercised,
        any endorsements,  assignments,  financing  statements or other writings
        deemed necessary or appropriate by Secured Party to perfect, maintain or
        protect  Secured  Party's  security  interest in the  Collateral and the
        priority  thereof,  and take such other  action and  deliver  such other
        documents,  instruments  and agreements  pertaining to the Collateral as
        Secured Party may  reasonably  request to effectuate  the intent of this
        Security Agreement.  In addition,  Debtor hereby authorize Secured Party
        to  file  UCC  Financing   Statements   against  Debtor  describing  the
        Collateral as "all assets" or the like of Debtor;

    e)  notify  Secured  Party in writing at least thirty (30) days prior to any
        change in Debtor's name, identity or business structure, or any addition

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        or change to the  address  of the chief  executive  office or  principal
        place of  business of Debtor  specified  in the  introductory  paragraph
        hereof and, in connection therewith, take any and all actions reasonably
        requested by Secured Party under Section 4(d) above;

    f)  keep  separate,  accurate and  complete  records of the  Collateral  and
        provide  Secured Party during normal  business hours with access thereto
        upon reasonable and to Debtor's financial records, in each case with the
        right to make extracts therefrom;

    g)  provide  Secured Party during normal  business  hours with access to the
        Collateral,  and with  such  other  information  as  Secured  Party  may
        reasonably request from time to time;

    h)  maintain  and  preserve  its  existence,  and  all  rights,  privileges,
        franchises and other authority necessary for the conduct of its business
        the  failure  of which to  maintain  or  preserve  could  reasonably  be
        expected  to result in a  material  adverse  effect on the  business  or
        financial  condition  of the  Debtor  or on a  material  portion  of the
        Collateral; and

    i)  continue  operations  in  substantially  the same form and  structure of
        business as currently  conducted,  and not (x) merge or consolidate with
        or acquire or be acquired by any other corporation,  partnership, entity
        or person or (y) incorporate in another jurisdiction.

5)  Authorized Action By Secured Party.

         (a) After the  occurrence  and during the  continuance of any "Event of
Default" (as defined below), Debtor hereby irrevocably appoints Secured Party as
its  attorney-in-fact  to do (but  Secured  Party shall not be  obligated to and
shall not incur any liability to Debtor or any third party for failure so to do)
any act which  Debtor is  obligated  by this  Security  Agreement  to do, and to
exercise  such rights and powers as Debtor  might  exercise  with respect to the
Collateral, including, without limitation, the right to:

        i)  collect by legal  proceedings or otherwise and endorse,  receive and
            receipt for all  payments,  proceeds and other sums and property now
            or hereafter payable on or on account of the Collateral;

        ii) enter into any extension,  deposit or other agreement pertaining to,
            or  deposit,  surrender,  accept,  hold or apply  other  property in
            exchange for, the Collateral;

        iii) process and preserve the Collateral; and

        iv) make any reasonable compromise,  settlement or adjustment,  and take
            any action it deems  advisable,  with respect to the Collateral upon
            five Business Days' prior written notice to Debtor.

         (b)  Debtor  agrees to  reimburse  Secured  Party  upon  demand for any
reasonable costs and expenses,  including  reasonable  attorneys' fees,  Secured
Party may incur while  acting as  Debtor's  attorney-in-fact  hereunder,  all of
which costs and expenses are included in the Liabilities  secured hereby and are
payable upon demand, with interest thereon at the rate 8% per annum.


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         (c) It is further agreed and  understood  between  the  parties  hereto
that such care as Secured Party gives to the  safekeeping of its own property of
like kind shall  constitute  reasonable  care of the Collateral  when in Secured
Party's possession;  provided, however, that Secured Party shall not be required
to make any presentment, demand or protest, or give any notice and need not take
any action to preserve any rights against any prior party or any other person in
connection with the Liabilities or with respect to the Collateral.

         (d) If Debtor's records ar  prepared or retained by a computer  service
company or any accountant or accounting  service, so long as any Liabilities are
outstanding,  Debtor grants  Secured Party the absolute and  irrevocable  right,
with reasonable  notice to Debtor, to inspect such records  (including  Debtor's
internal work papers),  receive duplicate copies of all information furnished to
Debtor and prepared by such  company,  accountant  or  accounting  service,  and
agrees to furnish  such  consents as may be necessary  to  effectuate  the same.
Debtor further  agrees to promptly  notify Secured Party of the name and address
of such company,  accountant or accounting  service and of any change in respect
thereof.

         (e) All the foregoing powers authorized  herein,  being coupled with an
interest, are irrevocable so long as any Liabilities are outstanding.

         (f)  Default.  The  occurrence  of  any  of  the  following  events  or
conditions  (herein  "Events of Default")  shall  constitute an Event of Default
hereunder:

                  a.  breach,  violation  or  nonperformance  of any covenant on
                  Debtor's part hereunder;

                  b. any Event of Default under and as defined in the Note.

         Any Event of Default  that shall have  occurred  hereunder or under the
Note at any time shall be deemed  continuing unless such Event of Default is (i)
cured, provided that an Event of Default may only be cured within the time-frame
and only if so  expressly  permitted  under the terms of this  Agreement  or the
Note, as applicable or (ii) waived in writing by the Secured Party.

         (g) Remedies.  Upon the occurrence and during the  continuation  of any
Event of  Default,  Secured  Party may, at its  option,  with prompt  subsequent
notice but without demand on Debtor, declare all Liabilities immediately due and
payable,  and Secured Party shall have all the default  rights and remedies of a
secured  party under  Division 9 of the  Florida  Uniform  Commercial  Code (the
"UCC") and other  applicable  law as well as the following  rights and remedies,
all of which may be exercised  with or without  further  notice to Debtor (other
than notices which Debtor is not permitted to waive under the UCC):

                (a) to the  extent  permitted  by  law,  to  notify  any and all
                    obligors and account debtors on the Collateral that the same
                    has been  assigned  to Secured  Party and that all  payments
                    thereon are to be made directly to Secured Party;

                (b) to  settle,  compromise  or  release,  on  terms  reasonably
                    acceptable  to  Secured  Party,  in whole  or in  part,  any
                    amounts owing on the  Collateral,  and to extend the time of
                    payment,  make  allowances  and  adjustments  and  to  issue
                    credits in Secured  Party's name or in the name of Debtor in
                    respect thereof;


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                (c) to sell or otherwise  dispose of the  Collateral or any part
                    thereof,  for cash, on credit or otherwise,  with or without
                    representations or warranties,  and upon such terms as shall
                    be acceptable to Secured Party;

                (d) to enter any premises  where any  Collateral  may be located
                    and to take possession of and remove the Collateral, with or
                    without judicial process;  to remove from any premises where
                    the same may be located, any and all documents, instruments,
                    files and records relating to the collateral (provided, that
                    Secured  Party agrees to (i) give receipts for such items to
                    Debtor  and  (ii)  use the  same  standard  of care for such
                    documents,  instruments  files and records as Secured  Party
                    would use for its own property of a similar nature; provided
                    further,  that Secured  Party shall incur no liability  with
                    respect to the foregoing subparagraphs (b) and (c) except in
                    the case of its gross negligence or willful misconduct), and
                    Secured Party may, at Debtor's expense, use the supplies and
                    space  of  Debtor  at  its  places  of  business  as  may be
                    necessary to properly  administer and control the Collateral
                    or the handling of collections and realizations thereon; and

                      1. take or bring, in Secured Party's  name or in the  name
                         of Debtor,  all steps,  actions,  suits or  proceedings
                         deemed  by  Secured  Party  necessary  or  desirable to
                         effect collection of or to realize upon the Collateral;

all at Secured  Party's sole option and as Secured Party in its sole  discretion
may deem advisable.

                (e) Application of Proceeds of Collateral. The net cash proceeds
                    resulting from the  collection,  liquidation,  sale or other
                    disposition of the Collateral  shall be applied first to the
                    expenses  (including  all  reasonable  attorneys'  fees)  of
                    retaking,   holding,  processing  and  preparing  for  sale,
                    selling,  collecting,  liquidating and the like, and then to
                    the   satisfaction  of  all   Liabilities   secured  hereby,
                    application as to any particular  obligation or indebtedness
                    or against  principal  or interest to be in Secured  Party's
                    discretion.  Debtor  shall be  liable to  Secured  Party and
                    shall pay to Secured  Party on demand any  deficiency  which
                    may  remain  after  such sale,  disposition,  collection  or
                    liquidation of Collateral.

                (f) Cumulative  Rights.  The  rights,  powers  and  remedies  of
                    Secured  Party  under this  Security  Agreement  shall be in
                    addition to all rights, powers and remedies given to Secured
                    Party  under  any  statute  or  rule  of law  or  any  other
                    document,  instrument  or  agreement,  all of which  rights,
                    powers and remedies shall be cumulative and may be exercised
                    successively or concurrently.

                (g) Waiver.  Any forbearance,  failure or delay by Secured Party
                    in exercising any right,  power or remedy shall not preclude
                    the further  exercise  thereof,  and every  right,  power or
                    remedy of Secured  Party  shall  continue  in full force and
                    effect  until such  right,  power or remedy is  specifically
                    waived in a writing executed by Secured Party. Debtor waives

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                    any right to require  Secured  Party to proceed  against any
                    person or to exhaust any  Collateral or to pursue any remedy
                    in Secured Party's power prior to pursuing Debtor in respect
                    of the Liabilities.

                (h) Binding Upon  Successors.  All rights of Secured Party under
                    this  Security  Agreement  shall inure to the benefit of its
                    successors and assigns,  and all obligations of Debtor shall
                    bind the  representatives,  administrators,  successors  and
                    assigns of the Debtor; provided that Debtor may not transfer
                    or  assign  its  obligations  hereunder.   Any  transfer  or
                    assignment by Debtor in violation of the foregoing  shall be
                    null and void.

                (i) Entire  Agreement;  Severability.  This  Security  Agreement
                    together with the Note and the Collateral  Agency  Agreement
                    contains the entire security agreement between Secured Party
                    and Debtor  with  respect to the  Collateral.  If any of the
                    provisions of this Security  Agreement shall be held invalid
                    or unenforceable, this Security Agreement shall be construed
                    as if not  containing  those  provisions  and the rights and
                    obligations  of the parties  hereto shall be  construed  and
                    enforced accordingly.

                (j) References. The captions or titles of the paragraphs of this
                    Security Agreement are for convenience of reference only and
                    shall not define or limit the provisions hereof.

                (k) Choice  of Law.  This  Security  Agreement  and all  matters
                    arising  out of or relating  hereto  shall be  construed  in
                    accordance  with and  governed  by the laws of the  State of
                    Florida,  and,  where  applicable  and  except as  otherwise
                    defined  herein,  terms used herein  shall have the meanings
                    given them in the Florida Uniform  Commercial  Code.  DEBTOR
                    IRREVOCABLY AND UNCONDITIONALLY  SUBMITS TO THE JURISDICTION
                    OF THE SUPERIOR COURT OF THE STATE OF FLORIDA FOR THE COUNTY
                    OF PALM BEACH OR THE UNITED  STATES  DISTRICT  COURT FOR THE
                    SOUTHERN  DISTRICT  OF  FLORIDA,  AS SECURED  PARTY MAY DEEM
                    APPROPRIATE,   IN  CONNECTION   WITH  ANY  LEGAL  ACTION  OR
                    PROCEEDING  ARISING  OUT OF OR  RELATING  TO  THIS  SECURITY
                    AGREEMENT,  AND DEBTOR WAIVES ANY OBJECTION  RELATING TO THE
                    BASIS FOR PERSONAL OR IN REM  JURISDICTION OR TO VENUE WHICH
                    IT MAY NOW OR  HEREAFTER  HAVE IN ANY SUCH  SUIT,  ACTION OR
                    PROCEEDING. BOTH DEBTOR AND SECURED PARTY WAIVE ANY RIGHT TO
                    TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.

                (l) Notice. Any written notice,  consent or other  communication
                    provided for in this Security  Agreement  shall be given and
                    deemed received as provided in the Note.

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                (m) Counterparts. This Security Agreement may be executed in any
                    number  of  counterparts,  and  by  the  parties  hereto  in
                    separate  counterparts,  each of which when so executed  and
                    delivered  shall  be  deemed  an  original,   but  all  such
                    counterparts  together shall constitute but one and the same
                    instrument.

                (n) Collateral  Agency  Agreement.  The parties to this Security
                    Agreement  have  also  entered  into the  Collateral  Agency
                    Agreement  of even date  herewith  (the  "Collateral  Agency
                    Agreement")  whereby  Secured  Party  has  agreed  to act as
                    Collateral  Agency  on  behalf  of  the  Noteholders,  which
                    Collateral  Agency Agreement is hereby  incorporated by this
                    reference.   Although  this   Security   Agreement  and  the
                    Collateral  Agency  Agreement are intended to complement one
                    another (and should be construed, where possible, to do so),
                    in the  event of any  irreconcilable  conflict  between  the
                    Security Agreement and the Collateral Agency Agreement,  the
                    Collateral Agency Agreement shall govern and control.



                  The undersigned  have entered into this Security  Agreement as
of the date first above written.

SECURED PARTY:                       DEBTOR:
-------------                        ------

COLLATERAL SERVICE ASSOCIATES, LLC          INTERFUND INVESTMENT FUND I, LLC




By                                          By
  --------------------------------            -------------------------------

Name: Daniel Moore                          Name:    Ashley Bloom

Managing Member                             Its:       Treasurer