EXHIBIT 10.7



                          INTERFUND INVESTMENTS I, LLC
                           8% SECURED PROMISSORY NOTE


BOCA RATON, FL                                                     $____________
ISSUE DATE:  ________, 200__

                  FOR VALUE  RECEIVED,  InterFund  Investment  Fund I,  LLC.,  a
Florida limited liability company (the "Company"), hereby promises to pay to the
order of ________ or its permitted  successors or assigns (the "Holder") the sum
of Fifty  Thousand  dollars  ($50,000.00)  in same day  funds,  on or before the
Maturity Date (as defined below).

                  The Company has issued this Note  pursuant to a Note  Purchase
Agreement, dated as of ____ ____, 200__ (the "Note Purchase Agreement"), between
the Company and Holder.  This Note is secured by a Security  Agreement  (defined
below) collateralizing all of the assets of the Company.

                  The following terms shall apply to this Note:

1.  DEFINITIONS.

         "Business Day" means any day other than a Saturday,  Sunday or a day on
which either the New York Stock Exchange or commercial  banks in the city of New
York are authorized or required by law to close.

         "Issue Date" means the date on which this Note is

         issued. "Maturity Date" means March 31, 2007.

         "Person"  means  any  individual,   corporation,   trust,  association,
company,  partnership,  joint venture,  limited liability  company,  joint stock
company, governmental authority or other entity.

         "Prepayment Amount" shall have the meaning set forth in Section 5.

         "Scheduled  Interest Payment Date" means the first Business Day of each
month following the Issue Date.

         "Security Agreement" shall mean a security agreement by and between the
Company and the Collateral Agent dated February 5, 2004.

         "Success Fee" shall have the meaning set forth in Section 2 (c).

         All  definitions  contained in this Note are equally  applicable to the
singular and plural forms of the terms defined. The words "hereof", "herein" and
"hereunder"  and words of similar  import  referring  to this Note refer to this


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Note  as a  whole  and  not  to any  particular  provision  of  this  Note.  Any
capitalized  term used  herein  that is not  otherwise  defined  shall  have the
meaning specified in the Note Purchase Agreement.


2.  INTEREST/PROFIT PARTICIPATION.

                  (a)  Interest  Accrual.  This Note shall bear  interest on the
unpaid principal  amount hereof  ("Interest") at an annual rate of eight percent
(8%),  computed on the basis of a 360-day year, and calculated  using the actual
number of days  elapsed  since the Issue Date or the day on which  interest  was
most recently paid, as the case may be.

                  (b) Payment. During the period beginning on the Issue Date and
ending on the Maturity  Date, the Company shall pay Interest that becomes due on
a  Scheduled  Interest  Payment  Date by issuing a payment in cash  directly  to
Holder in the amount of such  accrued  Interest.  The Company  shall  maintain a
record showing,  at any given time, the unpaid principal amount of this Note and
the amount of Interest paid.

                  (c) Interest/Success Fee. Subject to the terms hereunder,  the
Company  hereby  agrees to pay the  Holder,  on a pro rata  basis with all other
holders of Notes  issued in this  offering,  an amount  (the  "Success  Fee") in
excess of the 8%  interest  per  annum on the face  amount  of this  Note,  on a
cumulative basis for the term of this Note (an "8% Cumulative Yield"), set forth
in  subparagraph  (a) above, as a share of any interest yield or financial fees,
including but not limited to origination  fees,  late fees,  prepayment fees and
exit fees (and specifically  including  interest paid by the Company's  mortgage
borrowers),  if any,  obtained by the  Company  from its  borrowers,  net of all
expenses,  including  but not  limited to  interest  expense,  management  fees,
Collateral Agent fees, legal, accounting, administrative overhead, sales expense
and other expenses related to the operation of the Company or including any cash
or extraordinary losses  (collectively,  the "Net Financial Fees") calculated on
the following basis:

                  (i) 50% of the Net Financial  Fees  actually  collected by the
Company  during  the  period  commencing  on the  Issue  Date and  ending on the
Maturity Date;  provided,  however,  if the amount  resulting from the preceding
calculation,  when aggregated with an 8% Cumulative  Yield,  would exceed a rate
equal to 10% per annum on the face amount of this Note,  on a  cumulative  basis
for the term of this Note (a "10% Cumulative Yield"),  then the Company will pay
an  amount  equal to the  difference  between a 10%  Cumulative  Yield and an 8%
Cumulative  Yield (with any excess being  distributed or retained by the Company
in  accordance  with clause (ii) below) (the  portion of the Success Fee payable
under this clause (i) is hereinafter referred to as the "Level 1 Portion"); plus

                  (ii) 20% of the Net Financial  Fees actually  collected by the
Company  during  the  period  commencing  on the  Issue  Date and  ending on the
Maturity Date;  provided,  however,  if the amount  resulting from the preceding
calculation,  when  aggregated  with a 8%  Cumulative  Yield  plus the Level One
Portion,  would  exceed a rate equal to 12% per annum on the face amount of this
Note,  on a  cumulative  basis  for the  term of  this  Note (a "12%  Cumulative
Yield"), then the Company will pay an amount equal to the difference between (A)
a 12% Cumulative Yield and (B) an 8% Cumulative Yield plus the Level One Portion
(with any excess being retained by the Company).


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                  (iii) In the event any Success Fee is due to the Holder hereof
pursuant to clauses (i) or (ii) above,  the Company  shall pay such  Success Fee
within 90 days after the  Maturity  Date of this Note.  The  Success Fee will be
audited by an accounting firm selected by the Manager,  and each Noteholder will
be entitled to a copy of such audit.

                  (iv) The Success Fee shall be payable  irrespective of whether
all or any portion of this Note shall have been repaid (and shall be in addition
to any Prepayment Amount paid by the Company to the Holder).

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

PRINCIPAL PAYMENT.

                  (a) The Company  shall have no  obligation  to make  principal
payments  during the term of this Note until the Maturity  Date,  at which time,
the  Company  shall pay in full  principal  balance  outstanding  together  with
accrued and unpaid interest  thereon.  The Company shall also have no obligation
to pay the Success Fee during the term of this Note until the Maturity  Date, at
which time the Company  shall within 90 days of the  expiration  of the Maturity
Date pay any  Success  Fee to the extent any such fees might be due as set forth
above.

                  (b)  Notwithstanding  Section  3(a),  but subject to Section 5
herein, the Company may prepay in part or in full the principal hereunder at any
time without penalty.

                  (c) On or prior to the  Maturity  Date,  the Holder shall have
the option to rollover the principal of this Note  otherwise due at the Maturity
Date together with any Success Fee, in part or in full, by written notice to the
Company of its  intention  to do so. If the Holder  notifies  the Company of its
intention to rollover the  principal,  the Company  shall have no  obligation to
accept the rollover  and may choose to pay off the Note in its sole  discretion.
If the Company  decides to accept the  rollover,  the Company  will  provide the
Holder with written  notification  of its  acceptance and renew this Note for an
extended period not to exceed three years.

4.  EVENTS OF DEFAULT.

                  (a) Acceleration of  Indebtedness.  In the event that an Event
of  Default  (as  defined  below)  occurs,  subject  to  the  Collateral  Agency
Agreement,  the  Holder  may  declare,  by  written  notice to the  Company  (an
"Acceleration  Notice"), all unpaid amounts of principal of and interest on this
Note to be immediately due and payable, without presentment,  demand, protest or
notice of any kind (other than an Acceleration  Notice), all of which are hereby
expressly waived,  anything herein or in any other instruments  contained to the
contrary  notwithstanding,  and subject to the Collateral Agency Agreement,  the

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Holder may immediately,  and without expiration of any period of grace,  enforce
any and all of the  Holder's  rights and remedies  provided  herein or any other
rights or remedies afforded by law.

                   (b) Events of Default.  Each of the following events shall be
deemed an "Event of Default":

                  (i)      an  Insolvency  Event (as  defined in the  Collateral
                           Agency Agreement) occurs;

                  (ii)     the  Company  breaches,  in a material  respect,  any
                           covenant or other  material term or condition of this
                           Note  (including   without   limitation  any  payment
                           obligation  hereunder),  the Security Agreement,  the
                           Collateral  Agency   Agreement,   the  Note  Purchase
                           Agreement or any other Notes of the Company, and such
                           breach  continues  for a period of ten (10)  Business
                           Days  after  written  notice  by  the  Holder  to the
                           Company and the Collateral  Agent,  such period being
                           known as the Cure Period; or

                  (iii)    any  representation  or warranty  made by the Company
                           contained  in  this  Note  or  any  other  agreement,
                           document,  certificate or other instrument  delivered
                           in  connection  with  the  transactions  contemplated
                           hereby or thereby is  inaccurate or misleading in any
                           material  respect as of the date such  representation
                           or warranty was made.

                  (c) Payment of Management Fee in the Event of Default. So long
as no monetary Event of Default exists, the Manager,  Capitol  Management,  LLC,
shall be  entitled  to  receive  its  management  fee of 1.5%  per  annum of the
principal  amount of the Note. In the event of a monetary Event of Default,  the
management  fee shall continue to accrue but not be payable to Manager until the
Event of Default is cured within the cure  period.  The Company  represents  and
warrants  that the Manager  has been  notified of and has agreed to the terms of
this Section 4(c),  and the Manager has further  agreed,  for the benefit of the
Noteholders, not to accept any payment in violation of this Section 4(c).

5.  PREPAYMENT.

                  (a) The Company  may,  in its sole  discretion,  determine  to
prepay this Note, or any portion thereof  subject to subparagraph  (b) below, on
or before the Maturity  Date by providing a written  notice of prepayment to the
Holder and the  Collateral  Agent of such intent  setting forth the amount being
prepaid (a  "Prepayment  Notice").  Upon  receipt of a  Prepayment  Notice,  the
Company shall pay in cash to the Holder (i) the  outstanding  principal  balance
due to the Holder pursuant to this Note,  (ii) all accrued and unpaid  Interest,
and (iii) the  Prepayment  Amount on or before  the tenth  (10th)  Business  Day
following its receipt of such  Prepayment  Notice (such tenth Business Day being
referred to herein as the "Prepayment Date").

                  (b) For purposes hereof,  "Prepayment Amount" shall mean : (i)
commencing  upon Closing and  terminating  12 months from  Closing,  the Company
shall pay the  Holder a  prepayment  amount,  on a pro rata basis with all other


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holders of Notes issued in this offering,  equal to 2% of the face value of this
Note (or a portion  thereof);  (ii) month 13 through  month 24 from the Closing,
the Company  shall pay a prepayment  amount,  on a pro rata basis with all other
holders of Notes issued in this  offering,  equal to 1% of their  investment (or
portion  thereof);  and (iii) month 25 through 36 from the Closing,  the Company
shall pay no prepayment amount.

                  (c) The Prepayment  Amount shall not be less than a redemption
of a minimum of 1/8 times the outstanding principal amount of this Note.

6.  SECURITY

                  All  interest,  principal  payments or other amounts due under
this Note or to become  due are  secured  by the  SECURITY  AGREEMENT,  executed
simultaneously herewith, securing all of the assets of the Company.

7.  MISCELLANEOUS.

                  (a) Failure to Exercise Rights not Waiver. No failure or delay
on the part of the  Holder in the  exercise  of any  power,  right or  privilege
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any such power,  right or  privilege  preclude  any other or further
exercise thereof. All rights and remedies of the Holder hereunder are cumulative
and not exclusive of any rights or remedies otherwise available.

                  (b)  Notices.  Any  notice,  demand  or  request  required  or
permitted to be given by the Company or the Holder pursuant to the terms of this
Agreement  shall be in writing and shall be deemed  delivered (i) when delivered
personally or by verifiable facsimile transmission, unless such delivery is made
on a day that is not a Business  Day, in which case such delivery will be deemed
to be made on the next  succeeding  Business  Day, (ii) on the next Business Day
after  timely  delivery to an  overnight  courier and (iii) on the  Business Day
actually  received if deposited in the U.S. mail (certified or registered  mail,
return receipt requested, postage prepaid), addressed as follows:

                  to the Company:

                           Ashley Bloom, Treasurer
                           InterFund Investment Fund I, LLC
                           7100 W. Camino Real
                           Suite 402
                           Boca Raton, FL 33433
                           (561) 392-0404

                  to the Holder:

                           to the address on the last page of the Note Purchase
                           Agreement.


A party may from time to time  change its address for notices by giving at least
10 days' written notice of such changed address to the other party hereto.

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                  (c) Amendments. No amendment, modification or other change to,
or waiver of any  provision  of, this Note may be made  unless  such  amendment,
modification,  change  or waiver is set forth in  writing  and is  executed  and
delivered by the Company and the Holder.  Any amendment or  modification to this
Note,  and any  waiver  of any of the  terms  hereof  shall  be  subject  to the
Collateral Agency Agreement.

                  (d)  Transfer  of Note.  The Holder may not sell,  transfer or
otherwise dispose of all or any part of this Note (including  without limitation
pursuant  to a pledge) to any person or entity  unless  such sale,  transfer  or
disposition  complies  with the  applicable  requirements  of the Note  Purchase
Agreement.  As part of any permitted  transfer of the Note, the transferee shall
also become bound by the terms of the Note Purchase Agreement. THIS NOTE HAS NOT
BEEN  REGISTERED  FOR SALE WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION,  AND
THEREFORE  ABSOLUTELY NO SALE,  PLEDGE,  ASSIGNMENT OR OTHER  TRANSFER MAY OCCUR
WITHOUT STRICT COMPLIANCE WITH THE NOTE PURCHASE AGREEMENT.

                   (e) Lost or Stolen  Note.  Upon  receipt  by the  Company  of
evidence of the loss, theft, destruction or mutilation of this Note, and (in the
case of  loss,  theft  or  destruction)  of  indemnity  or  security  reasonably
satisfactory  to the  Corporation,  and upon surrender and  cancellation  of the
Note,  if  mutilated,  the Company shall execute and deliver to the Holder a new
Note identical in all respects to this Note.

                  (f)  Governing  Law.  This  Note  shall  be  governed  by  and
construed in accordance  with the laws of the State of Florida,  without  giving
effect to the conflict of law provisions thereof.

                  (g) Successors  and Assigns.  The terms and conditions of this
Note shall inure to the benefit of and be binding upon the respective successors
(whether by merger or otherwise)  and  permitted  assigns of the Company and the
Holder.  The  Company may not assign its rights or  obligations  under this Note
except as specifically required or permitted pursuant to the terms hereof and of
the Purchase Agreement. Any transferee of all or any part of the Note shall also
become party to the Note Purchase Agreement.

                  (h) Waiver.  The Company and all other makers and endorsers of
this Note hereby forever waive presentment, protest, notice of dishonor, [notice
of non-payment] and, except as expressly set forth herein,  all other notices in
connection  with the delivery,  acceptance,  performance  or enforcement of this
Note.


                           [Signature Page to Follow]


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IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS NOTE TO BE SIGNED IN ITS NAME BY
ITS DULY AUTHORIZED OFFICER ON THE DATE FIRST ABOVE WRITTEN.

INTERFUND INVESTMENT FUND I, LLC.


By:____________________________
   Name:  Ashley Bloom
   Title: Treasurer of Managing Member