EXHIBIT 10.10


                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS ASSIGNMENT AND ASSUMPTION  AGREEMENT (this "Agreement"),  dated as
of  _____________,  200__,  is  between  _________________(the  "Assignor")  and
_______________  (the "Assignee"),  and acknowledged (or deemed acknowledged) by
Interfund  Investment  Fund  I,  LLC  (the  "Company")  and  Collateral  Service
Associates,  LLC, as the Collateral Agent under the Collateral  Agency Agreement
described below.

         WHEREAS, the Assignor is a party to a Note Purchase Agreement, dated as
of ________________,  200__ (as amended or otherwise modified from time to time,
the "Note  Purchase  Agreement"),  with  Interfund  Investment  Fund I, LLC (the
"Company");

         WHEREAS, in conjunction with the Note Purchase  Agreement,  the Company
issued to the Assignor one or more 8% Secured Promissory Notes, each dated as of
________________, 200__ (each a "Note" and collectively, the "Notes");

         WHEREAS,  in order to secure  its  obligations  under the  Note(s)  and
related agreements,  the Company entered into a Security Agreement,  dated as of
December  22,  2003 (as amended or  otherwise  modified  from time to time,  the
"Security  Agreement"),  with the Collateral Agent whereby the Company granted a
security  interest  in the  Collateral  (as defined  therein) to the  Collateral
Agent,  for the benefit of the Collateral  Agent and the Noteholders (as defined
in the Collateral Agency Agreement),  including the Assignor, in order to secure
such obligations;

         WHEREAS,  the Company, the Collateral Agent and the Noteholders entered
into a Collateral Agency Agreement,  dated as of February 5, 2004 (as amended or
otherwise  modified  from  time to time,  the  "Collateral  Agency  Agreement"),
whereby the Noteholders  appointed the Collateral  Agent as collateral  agent in
accordance with the terms thereof;

         WHEREAS,  the Assignor  desires to assign to Assignee all of its right,
title and interest in the Assigned  Notes (as defined  below) and to delegate to
the Assignee the Assigned  Interest (as defined  below),  in each case,  as more
fully set forth below; and

         WHEREAS,  the  Assignee  desires  to  become  a  Noteholder  under  the
Collateral  Agency Agreement and to accept such assignment and delegation of the
Assigned Interest from the Assignor.

         NOW  THEREFORE,  in  consideration  of the foregoing and the agreements
herein contained, the Assignor and the Assignee hereby agree as follows:

         1.  Capitalized  terms used but not otherwise  defined  herein have the
respective meanings given to them in the Collateral Agency Agreement.





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         2. Without recourse and without  representations or  warranties  of any
kind (except as expressly set forth below),  the Assignor hereby irrevocably (i)
assigns and transfers to the

         Assignee all of the Assignor's right,  title and interest in and to the
specific  Notes  described  on Schedule A hereto  (collectively,  the  "Assigned
Notes"),   and  (ii)  delegates,   assigns  and  transfers  to  the  Assignee  a
proportionate  interest  in its rights and duties  under the  Collateral  Agency
Agreement and in connection  with the  Collateral  (collectively,  the "Assigned
Interest"), in each case, together with all proceeds, profits and returns of and
from, all rights to prosecute, settle or otherwise pursue, and all distributions
on and rights  arising out of, the  Assigned  Notes and the  Assigned  Interest,
subject to the limitations contained in the Collateral Agency Agreement.

         3. The Assignee hereby irrevocably assumes,  purchases and accepts such
assignment  and  delegation  and agrees to be a  Noteholder  with respect to the
Assigned  Notes  and the  Assigned  Interest  and to be bound by the  terms  and
conditions of the Collateral Agency Agreement and the Loan Documents.

         4. The  Assignor  and the  Assignee  each  acknowledge  and agree  that
interest and fees accrued prior to the Effective Date (as defined below) are for
the account of the Assignor.

         5. The assignment and delegation contemplated by this Agreement will be
effective and the Assignee will become a Noteholder under the Collateral  Agency
Agreement and the Loan  Documents,  and shall be deemed to be a signatory to the
Collateral Agency Agreement, as of the date of this Agreement ("Effective Date")
and upon (i) payment of the Purchase  Price (as defined  below) to the Assignor,
(ii)  execution  and delivery of this  Agreement by each of the Assignor and the
Assignee,  and (iii) execution and delivery of a new Note Purchase  Agreement by
the Assignee in favor of the Company.  If the conditions  precedent set forth in
the preceding sentence are satisfied, the assignment and delegation contemplated
by this Agreement shall become effective without the need for  acknowledgment by
the Company or the Collateral Agent; provided,  however, that if the Assignee is
not a Qualified Transferee,  the assignment and delegation  contemplated by this
Agreement shall be null and void.

         6. The Assignee  will pay to the  Assignor,  in  immediately  available
funds, not later than 12:00 noon (Eastern time) on the Effective Date, an amount
equal to $__________ (the "Purchase Price").

         7. Promptly after the Effective  Date, the Assignor will deliver to the
Assignee the original Assigned Notes (or "lost note"  affidavits).  The Assignee
may, at its option,  request that the Company issue replacement Notes evidencing
the  indebtedness  represented  by the  Assigned  Notes by  delivering a written
request  therefor to the Company  together with the original  Assigned Notes (or
"lost note" affidavits).

         8. The  Assignor  represents  and  warrants  to the  Assignee  that the
Assignor is the legal and beneficial  owner of the interests  being assigned and
delegated hereby, free and clear of





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any  adverse  claim,  lien,  encumbrance,   security  interest,  restriction  on
transfer,  purchase option, call or similar right of a third party. The Assignee
represents,  warrants,  and  covenants the following to the Assignor (and to the
Collateral  Agent  and  the  Company  as  third  party   beneficiaries  of  this
Agreement):  (i) the Assignee is a Qualified Transferee, and will continue to be
a  Qualified  Transferee;  (ii)  the  Assignee  has  made  its  own  independent
investigation  and  appraisal  of the  financial  condition  and  affairs of the
Company,  has conducted its own evaluation of the Loan Documents,  the Company's
creditworthiness and the interests being assigned and delegated hereby, has made
its decision to become a Noteholder  independently and without reliance upon the
Assignor  or the  Collateral  Agent,  and will  continue to do so; and (iii) the
Assignee  understands  that its  ability to  further  assign  and  delegate  the
interest being  assigned and delegated  hereby is restricted by the terms of the
Loan Documents.

         9. No course of dealing and no delay or failure of any party  hereto in
exercising any right, power or privilege  hereunder or under any other documents
or instruments  pursuant to or in connection  herewith 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.

         10. The provisions of this Agreement are deemed to be severable. If any
provision of this Agreement 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.

         11. 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.

         12. This  Agreement  shall be binding  upon and inure to the benefit of
the parties hereto and their respective successors and assigns,  except that the
Assignee may not 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 null and void.

         13. The Company  and the  Collateral  Agent  shall each be  third-party
beneficiaries of this Agreement. No other Person shall have any rights hereunder
or shall be entitled to rely on any provision hereof.

         14. 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.



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         15. EACH PARTY  HERETO  WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A JURY
TRIAL IN CONNECTION WITH ANY LITIGATION  COMMENCED BY OR AGAINST ANY OTHER PARTY
HERETO (OR THE COMPANY OR THE  COLLATERAL  AGENT) WITH RESPECT TO THIS AGREEMENT
AND ALL MATTERS RELATING TO OR ARISING OUT OF THIS AGREEMENT.

         16.  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.

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

         18.  Each party  hereto  shall  execute  and deliver to any other party
hereto such  additional  agreements,  documents  and  instruments  and take such
further actions as may be reasonably requested by such other party to effectuate
the provisions and purposes of this Agreement.





                            [SIGNATURE PAGES FOLLOW]







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         IN WITNESS  WHEREOF,  the undersigned  have duly executed and delivered
this Agreement as of the date and year first written above.

                                    ASSIGNOR:


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                                              By:_______________________________
                                              Name Printed: ____________________
                                              Title:____________________________

                                    ASSIGNEE:


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                                              By: ______________________________
                                              Name Printed: ____________________
                                              Title:____________________________

Acknowledged:

COMPANY:

Interfund Investment Fund I, LLC

By: ______________________________
Name Printed: ______________________
Title:______________________________

COLLATERAL AGENT:

COLLATERAL SERVICE ASSOCIATES, LLC

By: ______________________________
Name Printed: ______________________
Title:______________________________


             [SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT]







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EXHIBIT C


                                   SCHEDULE A
                                ASSIGNED INTEREST

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      NOTE NO.:                    PRINCIPAL BALANCE (AS OF THE EFFECTIVE DATE):
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