Exhibit 4.1a

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                    INSURANCE SETTLEMENTS FUNDING TRUST 2000

                        [ ] Asset Backed Certificates and
                          [ ] Asset Backed Certificates

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                         POOLING AND SERVICING AGREEMENT

                                      among

                        CAPITAL RESOURCE GROUP ONE, LLC,

                                                      as Originator of the Trust




                               21st HOLDINGS, LLC,
                                                              as Master Servicer



                              THE BANK OF NEW YORK
                                                                      as Trustee



                                       and



                                UNITED FUNDS, LLC
                                                                  as Subservicer


<PAGE>

<TABLE>
<CAPTION>

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                                                                                                               ----
<S>            <C>                                                                                             <C>
ARTICLE I DEFINITIONS.............................................................................................1
   Section 1.1  Definitions.......................................................................................1
   Section 1.2  Other Definitional Provisions.....................................................................9
ARTICLE II TRANSFER OF INSURANCE SETTLEMENTS; ISSUANCE OF CERTIFICATES............................................9
   Section 2.1  Transfer of Insurance Settlements.................................................................9
   Section 2.2  Acceptance by Trust..............................................................................11
   Section 2.3  Representations and Warranties of Capital Relating to Capital....................................12
   Section 2.4  Representations and Warranties of Capital Relating to the Agreement and the Insurance
                Settlements......................................................................................13
   Section 2.5  Covenants of Capital.............................................................................15
ARTICLE III ADMINISTRATION AND SERVICING OF  INSURANCE SETTLEMENTS...............................................16
   Section 3.1  Duties of the Master Servicer and Subservicer....................................................16
   Section 3.2  Subservicing and Master Servicer Compensation....................................................17
   Section 3.3  Representations, Warranties, and Covenants of the Subservicer....................................18
   Section 3.4  Reports and Records for the Trustee and Capital; Bank Account Statements.........................19
   Section 3.5  Subservicer's Annual Certificate.................................................................20
   Section 3.6  Annual Independent Public Accountants' Subservicing Report.......................................20
ARTICLE IV RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS............................21
   Section 4.1  Rights of Certificateholders.....................................................................21
   Section 4.2  Establishment and Administration of Investor Accounts............................................21
   Section 4.3  Collections and Distributions....................................................................22
   Section 4.4  Monthly and Semi-Annual Withdrawals..............................................................23
   Section 4.5  Payment of Certificate Principal.................................................................24
   Section 4.6  Failure to Make a Deposit or Payment.............................................................24
   Section 4.7  Payment In Accordance with the Subservicer's Reports.............................................25
ARTICLE V DISTRIBUTIONS AND REPORTS TO INVESTOR CERTIFICATEHOLDERS...............................................25
   Section 5.1  Distributions....................................................................................25
   Section 5.2. Semi-Annual Certificateholders' Statement........................................................25
ARTICLE VI THE CERTIFICATES......................................................................................26
   Section 6.1  The Certificates.................................................................................26
   Section 6.2  Authentication of Certificates...................................................................27
   Section 6.3  Registration of Transfer and Exchange of Certificates............................................27
   Section 6.4  Mutilated, Destroyed, Lost or Stolen Certificates................................................28
   Section 6.5  Persons Deemed Owners............................................................................28
   Section 6.6  Appointment of Paying Agent......................................................................29
   Section 6.7  Access to List of Certificateholders' Names and Addresses........................................29
   Section 6.8  Authentication Agent.............................................................................30
ARTICLE VII OTHER MATTERS RELATING TO CAPITAL....................................................................30
   Section 7.1  Special Purpose Corporation......................................................................30
   Section 7.2  Merger or Consolidation; Assumption of Capital's Obligations; Amendment of Capital's
                Certificate of Formation.........................................................................31
   Section 7.3  Limitation on Liability of Capital...............................................................31
   Section 7.4  Capital's Indemnification of the Trust, Trustee, Master Servicer and Successor Servicer..........31
</TABLE>

                                       ii
<PAGE>

<TABLE>
<CAPTION>
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<S>            <C>                                                                                             <C>
ARTICLE VIII OTHER MATTERS RELATING TO THE SUBSERVICER...........................................................32
   Section 8.1   Liability of the Subservicer....................................................................32
   Section 8.2   Merger or Consolidation of, or Assumption of the Obligations of, the Subservicer................32
   Section 8.3   Limitation on Liability of the Subservicer and Others...........................................33
   Section 8.4   Subservicer's Indemnification of the Trust, Trustee, Master's Servicer, and Successor Servicer..33
   Section 8.5   The Subservicer Not to Resign...................................................................34
   Section 8.6   Access to Certain Documentation and Information Regarding the Insurance Settlements.............34
   Section 8.7   Delegation of Duties............................................................................34
   Section 8.8   Examination of Records..........................................................................35
ARTICLE IX PAY OUT EVENTS........................................................................................35
   Section 9.1   Pay Out Events..................................................................................35
   Section 9.2   Additional Rights Upon the Occurrence of Certain Events.........................................36
ARTICLE X SUBSERVICER DEFAULTS...................................................................................37
   Section 10.1  Subservicer Defaults............................................................................37
   Section 10.2  Master Servicer to Act; Appointment of Successor................................................38
   Section 10.3  Notification to Certificateholders..............................................................40
   Section 10.4  Waiver of Past Defaults.........................................................................40
ARTICLE XI THE TRUST.............................................................................................40
   Section 11.1  Creation of the Trust...........................................................................40
   Section 11.2  Duties of Trustee...............................................................................41
   Section 11.3  Certain Matters Affecting the Trustee...........................................................42
   Section 11.4  Trustee Not Liable for Recitals in Certificates.................................................44
   Section 11.5  Trustee May Own Certificates....................................................................44
   Section 11.6  Capital to Pay Trustee's Fees and Expenses......................................................44
   Section 11.7  Eligibility Requirements for Trustee............................................................45
   Section 11.8  Resignation or Removal of Trustee...............................................................45
   Section 11.9  Successor Trustee...............................................................................45
   Section 11.10 Merger or Consolidation of Trustee..............................................................46
   Section 11.11 Appointment of Co-Trustee or Separate Trustee...................................................46
   Section 11.12 Tax Returns.....................................................................................47
   Section 11.13 Trustee May Enforce Claims Without Possession of Certificates...................................48
   Section 11.14 Suits for Enforcement...........................................................................48
   Section 11.15 Rights of Certificateholders to Direct Trustee..................................................48
   Section 11.16 Representations and Warranties of Trustee.......................................................48
   Section 11.17 Maintenance of Office or Agency.................................................................49
   Section 11.18 Requests for Agreement..........................................................................49
ARTICLE XII TERMINATION..........................................................................................49
   Section 12.1  Termination of Trust............................................................................49
   Section 12.2  Optional Repurchase of Certificates and Final Maturity Date of Certificates.....................49
   Section 12.3  Final Distributions.............................................................................50
   Section 12.4  Capital's Termination Rights....................................................................51
</TABLE>

                                      iii
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<TABLE>
<CAPTION>
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<S>            <C>                                                                                             <C>
ARTICLE XIII MISCELLANEOUS PROVISIONS............................................................................51
   Section 13.1  Amendment.......................................................................................51
   (e) Prior to consenting to any amendment pursuant to this Section 13.1, the Trustee shall be entitled to
   receive an opinion of counsel (not at its expense) stating that the amendment is authorized and permitted
   pursuant to this Agreement....................................................................................52
   Section 13.2  Protection of Right, Title and Interest to Trust................................................52
   Section 13.3  Limitation on Rights of Certificateholders......................................................52
   Section 13.6  Severability of Provisions......................................................................54
   Section 13.7  Assignment......................................................................................54
   Section 13.8  Certificates Nonassessable and Fully Paid.......................................................54
   Section 13.9  Further Assurances..............................................................................54
   Section 13.10 No Waiver; Cumulative Remedies..................................................................54
   Section 13.11 Third-Party Beneficiaries.......................................................................55
   Section 13.12 Actions by Certificateholders...................................................................55
   Section 13.13 Merger and Integration..........................................................................55
   Section 13.14 Headings........................................................................................55
   Section 13.15 Tax Treatment...................................................................................55
   Section 13.16 Counterparts....................................................................................56
</TABLE>


<TABLE>
<CAPTION>
Exhibits                                                                                             Exhibit Number
--------                                                                                             --------------
<S>   <C>                                                                                                 <C>
1.     Form of Assignment of Insurance Settlements............................................................2.1
2.     Form of Closing Date Report...........................................................................3.4A
3.     Form of Semi-Annual Subservicer's Certificate.........................................................3.4C
4.     Form of Annual Subservicer's Certificate...............................................................3.5
5.     Form of Monthly Payment Instructions and Notification to the Trustee...................................4.4
6.     Form of Semi-Annual Certificateholder's Statement......................................................5.2
7.     Form of Certificate...................................................................................6.1A
8.     Form of Certificate...................................................................................6.1B
9.     Master Servicer Agreement.............................................................................10.3
</TABLE>

                                       iv
<PAGE>

                         POOLING AND SERVICING AGREEMENT


     POOLING AND SERVICING AGREEMENT, dated as of ____________________, 2000, by
and among CAPITAL RESOURCE GROUP ONE, LLC, a Delaware limited liability
corporation ("Capital"), as originator of INSURANCE SETTLEMENTS FUNDING TRUST
2000 (the "Trust"), 21st HOLDINGS, LLC, a Minnesota limited liability
corporation ("21st Services"), as Master Servicer, THE BANK OF NEW YORK a New
York corporation as Trustee of the Trust (the "Trustee"), and UNITED FUNDS, LLC,
a Delaware limited liability corporation ("United"), as Subservicer.

     In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties and for the benefit of
the Certificateholders (as hereinafter defined):

                                    ARTICLE I
                                   DEFINITIONS

     Section 1.1 Definitions.

     Whenever used in this Agreement, the following words and phrases shall have
the following meanings:

     "Acquisition Period" shall mean, with respect to each Certificate, the
period commencing on the related Closing Date for each Certificate and ending on
the earlier of (a) the Final Closing Date or (b) date on which a Pay Out Event
is deemed to occur.

     "Affiliate" of any specified Person shall mean any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with such specified Person. For purposes of this definition, "control" when used
with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

     "Agreement" shall mean this Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.

     "Amortization Period" shall mean, with respect to each Certificate, the
period between the Closing Date and the Final Maturity Date.

     "Applicants" shall have the meaning specified in Section 6.7.

     "Assignment" shall have the meaning specified in Section 2.1(c).

     "Authorized Newspapers" shall mean each newspaper of general circulation in
New York, New York, or Carmel, Indiana, or in any other place specified by
Capital, printed in

<PAGE>

the English language and customarily published on each Business Day, whether or
not published on Saturdays, Sundays or holidays.

     "Bankruptcy Event" shall have the meaning specified in Section 9.2.

     "Business Day" shall mean each day which is neither a Saturday, a Sunday
nor any other day on which banking institutions in New York, New York are
authorized or obligated by law or required by executive order to be closed.

     "Capital" shall mean Capital Resource Group One, LLC a Delaware limited
liability corporation.

     "Certificate" shall mean any one of the certificates issued by the Trust as
more specifically described in Section 6.1.

     "Certificateholder" or "Holder" or "Certificate Owner" or "Owner" shall
mean the Person in whose name a Certificate is registered as shown on the
Certificate Register.

     "Certificate Interest" shall mean interest payable in respect of
Certificates under Section 4.4(a)(ii) and paid pursuant to Section 5.1.

     "Certificate Principal" shall mean the outstanding principal amount of the
Certificate at the time of determination.

     "Certificate Rate" shall mean, with respect to any Certificate in Tranche
I, [ ] percent ( %) per annum and with respect to any Certificate in Tranche II,
[ ] percent ( %) per annum, each calculated on the basis of a three hundred
sixty (360) day year consisting of twelve thirty (30) day months, provided that,
in the case of the month in which any such Certificate is first issued, such
rate shall be calculated for the number of actual days remaining in the month
from the date of issuance.

     "Certificate Register" shall mean the register maintained pursuant to
Section 6.3, providing for the registration of the Certificates and transfers
and exchanges thereof.

     "Closing Date" shall mean, with respect to any Certificate, the date of
purchase of such Certificate (i.e. the date on which the funds from the Escrow
Account are applied to the Certificate).

     "Collections" shall mean all payments (including all payments received from
an Insurance Company) received by the Subservicer with respect to the Insurance
Settlements, in the form of cash, checks, wire transfers, electronic transfers
or other form of payment.

     "Corporate Trust Office" shall mean the office of the Trustee at which its
corporate trust business shall be administered at any particular time, which
office on the date of the execution of this Agreement is located at 101 Barclay
Street, 12-E, New York, New York 10286.

                                       2
<PAGE>

     "Date of Collection" shall mean any date during any month that
Collections are processed by Subservicer.

     "Date of Processing" shall mean, with respect to any transaction, the date
on which such transaction is first recorded on the Subservicer's computer file
of Insurance Settlements (without regard to the effective date of such
recordation).

     "Debtor Relief Laws" shall mean the Bankruptcy Code of the United States of
America and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, suspension
of payments or similar debtor relief laws from time to time in effect affecting
the rights of creditors generally.

     "Determination Date" shall mean the tenth (10th) day of the month
immediately succeeding the month in which the first Closing Date occurs and each
six month anniversary thereof, or, if any such tenth (10th) day is not a
Business Day, the next succeeding Business Day.

     "Distribution Account" shall have the meaning specified in Section 4.2(d).

     "Distribution Date" shall mean the fifteenth (15th) day of the month
immediately succeeding the month in which the first Closing Date occurs and each
six month anniversary thereof, or, if any such fifteenth (15th) day is not a
Business Day, the next succeeding Business Day.

     "Duff & Phelps" shall mean Duff & Phelps Credit Rating Co.

     "Eligible Insurance Settlement" shall mean each Insurance Settlement:

          (a) which, in accordance with the representations and warranties of
     the owner of the insurance policy in its agreements with United and of
     United in the Insurance Settlement Purchase Agreement, was created in
     compliance, in all material respects, with all Requirements of Law
     applicable to the owner or the insured, United and Capital and pursuant to
     sale documents which comply in all material respects with all Requirements
     of Law applicable to the owner or the insured, United and Capital;

          (b) with respect to which, in accordance with the representations and
     warranties of the owner or the insured with United and of United in the
     Insurance Settlement Purchase Agreement, all required consents, licenses,
     approvals or authorizations of or registrations or declarations with any
     Governmental Authority or Person, in connection with the creation of such
     Insurance Settlements or the execution, delivery, and performance of the
     owner or insured, United or Capital of the sale and assignment documents
     creating such Insurance Settlement, have been duly obtained, effected or
     given and are in full force and effect as of such date of creation of the
     Insurance Settlement;

          (c) as to which, at the time of the creation of such Insurance
     Settlement, in accordance with the representations and warranties of the
     owner or insured in its agreements with United and of United in the
     Insurance Settlements Purchase Agreement, the owner or insured,

                                       3
<PAGE>

     United, Capital or the Trust had good and marketable title thereto
     free and clear of all liens arising under or through the owner and/or
     insured, United or Capital (other than liens permitted pursuant to Section
     2.5(a));

          (d) which, in accordance with the representations and warranties of
     the owner and/or insured in the agreements with United and of United in the
     Insurance Settlements Purchase Agreement, is the legal and binding
     obligation of the Insurance Company thereon, enforceable against such
     Insurance Company in accordance with its terms, except as such
     enforceability may be limited by applicable Debtor Relief Laws, and except
     as such enforceability may be limited by general principles of equity
     (whether considered in a suit at law or in equity);

          (e) with respect to which, at the time of the transfer or any time
     thereafter, all other representations and warranties of the owner and/or
     insured in its agreements with United and of United in Section 4.1(m), (n)
     and (o) of the Insurance Settlements Purchase Agreement, are true and
     correct;

          (f) which has not been paid.

     "Escrow Account" shall mean an interest bearing account established by the
Trustee for the benefit of the Certifcateholders to deposit subscription
proceeds prior to a Closing Date.

     "FDIC" shall mean the Federal Deposit Insurance Corporation.

     "Fee Determination Date" shall mean the tenth (10th) day of the month
immediately succeeding the month in which the first Closing Date occurs and the
tenth (10th) day of each calendar month thereafter, or, if any such tenth (10th)
day is not a Business Day, the next succeeding Business Day.

     "Fee Distribution Date" shall mean the fifteenth (15th) day of the month
immediately succeeding the month in which the first Closing Date occurs and the
fifteenth (15th) day of each calendar month thereafter, or, if any such
fifteenth (15th) day is not a Business Day, the next succeeding Business Day.

     "Final Closing Date" shall mean with respect to each Certificate the
earlier of (a) the Termination Date or (b) the date on which a total of
$150,000,000 principal amount of Certificates have been issued.

     "Final Maturity Date" shall mean the close of business on the first (1st)
Business Day and date 8 years and 10 years, respectively, from the date of the
first (1st) Closing Date whereby the first (1st) Certificate is issued by the
Trust.

     "Final Trust Termination Date" shall have the meaning specified in Section
12.1(a).

                                       4
<PAGE>

     "Governmental Authority" shall mean the United States of America, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

     "Insurance Company" shall mean a legal entity authorized and admitted by
Governmental Authority to do insurance business in the state under a certificate
of authority and authorized to write life insurance policies.

     "Insurance Settlement" shall mean the cash payment in exchange for the
assignment of an ownership interest in a fully underwritten life insurance
policy on an individual of advanced age which carries with it the right to
receive the death benefit payable upon the death of the insured which is
purchased by United, sold to Capital and which Capital irrevocably assigns its
beneficial interest to the Trust.

     "Insurance Settlements Account" shall have the meaning specified in Section
4.2(c).

     "Insurance Settlements Purchase Agreement" shall mean the Insurance
Settlements Purchase Agreement between United, as Seller, and Capital, dated as
of the date hereof, governing the terms and conditions upon which Capital will
acquire from the Seller Insurance Settlements to be assigned to the Trust on
each Closing Date.

     "Insurance Settlements Purchase Price" shall mean the amount advanced by
the Seller to the owners, which amount shall not exceed eighty percent (80%) of
the face value of each insurance policy, less any fees of Seller.

     "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

     "Investor Accounts" shall mean each of the Insurance Settlements Account,
Lockbox Account, Liquidity Account and the Distribution Account.

     "Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever, including, without limitation, any conditional
sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing and the filing of
any financing statement under the Uniform Commercial Code (other than any such
financing statement filed for informational purposes only) or comparable law of
any jurisdiction to evidence any of the foregoing; provided, however, that any
assignment pursuant to Section 7.2 shall not be deemed to constitute a Lien.

     "Liquidity Account" shall have the meaning specified in Section 4.2(c).

     "Lockbox Account" shall have the meaning specified in Section 4.2(a).

     "Master Servicer" shall mean 21st Services.

                                       5
<PAGE>

     "Master Servicer's Fee" shall mean an annual fee equal to the product of
(a) point one nine two five percent (.1925%) multiplied by (b) the outstanding
principal amount of Certificates as of the first day of each month, until the
expiration of the offering period. After the expiration of the offering period,
the amount will be equal to the product of (a) point zero nine six two five
percent (.09625%) multiplied by (b) the outstanding principal amount of
Certificates as of the first day of each month. The minimum fee shall be Five
Thousand Dollars ($5,000.00) per month. The Master Servicer's Fee will be
payable monthly in accordance with Article IV.

     "Master Servicer Agreement" shall have the meaning specified in Section
10.2.

     "Minimum Liquidity Account Amount" shall mean an amount equal to five
percent (5%) of the outstanding principal amount of the Certificates at the time
of determination.

     "Monthly Subservicing Fee" shall have the meaning specified in Section 3.2.

     "Moody's" shall mean Moody's Investors Service, Inc.

     "Officer's Certificate" shall mean a certificate signed by any officer of
Capital or the Subservicer, as appropriate, and delivered to the Trustee.

     "Opinion of Counsel" shall mean a written opinion of counsel, who may be
counsel for Capital and who shall be reasonably acceptable to the Trustee.

     "Paying Agent" shall mean the Trustee or any paying agent appointed by the
Trustee pursuant to Section 6.6.

     "Pay Out Event" shall have the meaning specified in Section 9.1.

     "Permitted Investments" shall mean (a) negotiable instruments or securities
represented by instruments in bearer or registered form which evidence (i)
obligations fully guaranteed by the United States of America; (ii) time deposits
in, or bankers' acceptances issued by, any depository institution or trust
company incorporated under the laws of the United States of America or any state
thereof and subject to supervision and examination by federal or state banking
or depository institution authorities; provided, however, that at the time of
the Trust's investment or contractual commitment to invest therein the
certificates of deposit or short-term deposits, if any, or long-term unsecured
debt obligations (other than such obligation whose rating is based on collateral
or on the credit of a Person other than such institution or trust company) of
such depository institution or trust company shall have a credit rating from
Moody's and Standard & Poor's of P-1 and A-1+, respectively, in the case of the
certificates of deposit or short-term deposits, or a rating from Moody's of Aa3
and from Standard & Poor's of AA in the case of the long-term unsecured debt
obligations, or such time deposits are fully insured by the FDIC; (iii)
certificates of deposit having, at the time of the Trust's investment or
contractual commitment to invest therein, a rating from Moody's and Standard &
Poor's of P-1 and A-l+, respectively; (iv) investments in money market funds
rated in the highest investment category or otherwise approved in writing by
Moody's and Standard & Poor's; and (v) investments in a Fidelity Fund Money
Market Account, (b) demand deposits in the name of the Trust or the Trustee in
any

                                       6
<PAGE>

depository institution or trust company referred to in (a) (ii) above, and
(c) securities not represented by an instrument, which are registered in the
name of the Trustee upon books maintained for that purpose by or on behalf of
the issuer thereof and identified on books maintained for that purpose by the
Trustee as held for the benefit of the Trust or the Certificateholders, and
consisting of shares of any open end diversified investment company which is
registered under the Investment Company Act of 1940, as amended, and which (i)
invests its assets exclusively in obligations of or guaranteed by the United
States of America or any instrumentality or agency thereof having in each
instance a final maturity date of less than one year from their date of purchase
or other Permitted Investments, (ii) seeks to maintain a constant net asset
value per share, and (iii) has aggregate net assets of not less than one Hundred
Million and No/100 Dollars ($100,000,000.00) on the date of purchase of such
shares, and which is acceptable to the Rating Agencies, if any, that may rate
the Certificates without causing a reduction in their ratings of the
Certificates (as confirmed in writing by such Rating Agencies).

     "Person" shall mean any legal person, including any individual,
corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization, governmental entity or other entity of
similar nature.

     "Rating Agency"" shal1 mean the rating agency or rating agencies, if any,
that rates the Certificates, including, if applicable, Duff & Phelps, Moody's or
Standard & Poor's.

     "Record Date" shall mean with respect to any Distribution Date the last
Business Day of the preceding month.

     "Registration Statement" shall mean that registration statement filed with
the Securities and Exchange Commission by Capital on behalf of the Trust whereby
a maximum One Hundred and Fifty Million and 00/100 Dollars ($150,000,000.00) and
a minimum of Twenty Million and 00/100 Dollars ($20,000,000.00) principal amount
of Certificates are offered to the public thereby.

     "Requirements of Law" for any Person shall mean the certificate of
incorporation or articles of association and bylaws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
determination of an arbitrator or Governmental Authority, in each case
applicable to or binding upon such Person or to which such Person is subject,
whether federal, state or local (including, without limitation, usury laws, and
the Federal Truth in Lending Act).

     "Responsible Officer" shall mean any Vice President, Assistant Vice
President, Trust Officer or Assistant Trust Officer employed in the corporate
trust office of the Trustee, or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers and having direct responsibility for the administration of this
Agreement and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

     "Scheduled Trust Termination Date" shall mean the close of business on the
first (1st) Business Day and date six (6) months after the Final Maturity Date.

                                       7
<PAGE>

     "Seller" shall mean United.

     "Servicing Officer" shall mean any employee United the Subservicer involved
in or responsible for the administration and servicing of the Insurance
Settlements whose name appears on a list of servicing officers furnished to the
Trustee by the Subservicer, as such list may from time to time be amended.

     "Standard & Poor's" shall mean Standard & Poor's Corporation.

     "Subservicer" shall mean United, the Master Servicer or Successor Servicer
as applicable, which entity is then performing the duties of subservicer
hereunder, except that for purposes of Sections 3.6 and 8.4, the term shall
continue to refer to United after the Master Servicer becomes the Successor
Servicer hereunder.

     "Subservicer Default" shall have the meaning specified in Section 10.1.

     "Subservicer's Fee" shall mean an annual fee equal to the product of (a)
point three five seven five percent (.3575%) multiplied by (b) the outstanding
principal amount of the Certificates as of the first day of each month, until
the expiration of the offering period. After the expiration of the offering
period the amount will be equal to the product of (a) point four five three
seven five (.45375%) multiplied by (b) the outstanding principal amount of
Certificates as of the first day of each month. In the case of any month in
which a Closing Date has occurred for any Certificates, the Subservicer's Fee
with respect to the principal amount of such Certificates shall accrue from the
date interest begins to accrue with respect to such Certificates.

     "Successor Servicer" shall have the meaning specified in Section 10.2.

     "Successor Servicer's Fee" shall have the meaning specified in Section
10.2(c).

     "Termination Date" shall mean 12 months from the effective date of the
Registration Statement.

     "Termination Notice" shall have the meaning specified in Section 10.1.

     "Transfer Agent and Registrar" shall have the meaning specified in Section
6.3 and shall initially be the Trustee.

     "Transfer Agent's Office" shall be the office or offices or agency or
agencies described in Section 6.3(b).

     "Transfer Date" shall mean the Business Day next preceding each
Distribution Date or Fee Distribution Date, as applicable.

     "Trust" shall mean the trust created by this Agreement, the corpus of which
shall consist of the Insurance Settlements now existing or hereafter transferred
thereto from time to time in accordance herewith and all monies due or to become
due with respect thereto, all proceeds (as defined in Section 9.306 of the UCC
as in effect in any state where the Subservicer's chief

                                       8
<PAGE>

executive offices or books and records relating to the Insurance Settlements are
located) of the Insurance Settlements and such funds as from time to time are
deposited in the Lockbox Account, the Insurance Settlements Account, and the
Liquidity Account, and certain funds as from time to time are deposited in the
Distribution Account as described in Section 4.2(d), and all of Capital's
rights, remedies, powers and privileges with respect to the Insurance
Settlements under the Insurance Settlements Purchase Agreement.

     "Trustee" shall mean the institution executing this Agreement as Trustee,
or its successor in interest, or any successor trustee appointed as herein
provided.

     "Trustee's Fee" shall mean the fees and charges outlined in the Trustee's
letter of January 21, 2000.

     "UCC" shall mean the Uniform Commercial Code, as amended from time to time,
as in effect in any specified jurisdiction.

         Section 1.2  Other Definitional Provisions.

     (a) All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.

     (b) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; and Section, Subsection,
Schedule and Exhibit references contained in this Agreement are references to
Sections, Subsections, Schedules and Exhibits in or to this Agreement unless
otherwise specified.

                                   ARTICLE II
           TRANSFER OF Insurance Settlements; ISSUANCE OF CERTIFICATES

     Section 2.1 Transfer of Insurance Settlements.

     (a) On or before the second (2nd) Business Day prior to each Closing Date,
Capital shall give the Trustee and the Subservicer written notice of the
proposed transfer of Insurance Settlements (stated in terms of the face value of
the Insurance Settlements and the Insurance Settlements Purchase Price for the
Insurance Settlements, as hereinafter described) specifying the aggregate amount
of the Insurance Settlements to be transferred on the next Closing Date. The
Trust shall have no obligation to purchase an amount of Insurance Settlements on
the next Closing Date, in excess of the lesser of (i) the amount offered for
assignment by Capital or (ii) the total amount in the Escrow Account on the date
of such notice less amounts to be expended under Section 2.1(h).

     (b) Capital does hereby agree on each Closing Date to transfer, assign and
set-over to the Trust for the benefit of the Certificateholders (i) the
irrevocable beneficial interest of Capital in, to and under the Insurance
Settlements which the Trust has agreed to acquire under

                                       9
<PAGE>

Section 2.1(a) and which Capital shall acquire from time to time from the Seller
pursuant to the Insurance Settlements Purchase Agreement, all monies due or to
become due with respect thereto and all proceeds thereof and (ii) all of
Capital's rights, remedies, powers and privileges with respect to the Insurance
Settlements under the Insurance Settlements Purchase Agreement. On each Closing
Date, the Trustee shall pay to Capital, from the Escrow Account the Insurance
Settlements Purchase Price for the Insurance Settlements transferred on such
date less, on each Closing Date only, amounts transferred to the Liquidity
Account under Section 2.1(h). Notwithstanding anything to the contrary contained
herein, during the term of this Agreement the Trust shall never be obligated to
expend to acquire Insurance Settlements more than the cumulative amount of the
lesser of (1) One Hundred and Fifty Million and No/100 Dollars ($150,000,000.00)
or (2) the amount raised from the sale of Certificates for the purpose of
acquiring Insurance Settlements, and, in either case, less amounts to be
expended under Section 2.1(g).

     (c) In connection with each such transfer, (i) Subservicer, and the Master
Servicer pursuant to the terms of the Master Servicing Agreement, further agree,
at their own expense, on or prior to each such Closing Date (A) to indicate in
their respective computer file of Insurance Settlements and to cause the Seller
to indicate in its computer files as required by the Insurance Settlements
Purchase Agreement that (1) Insurance Settlements have been sold to Capital in
accordance with the Insurance Settlements Purchase Agreement and transferred to
the Trust pursuant to this Agreement for the benefit of the Certificateholders,
(2) for tax and accounting purposes the Insurance Settlements have been sold to
Capital and its beneficial interest in such Insurance Settlements is irrevocably
assigned to the Trust, and (3) that the Subservicer is holding the Insurance
Settlements as Subservicer for the Trust, (4) to respond to third-party
inquiries that the Insurance Settlements have been sold to Capital and assigned
to the Trust, (5) to deliver to Capital and to the Trustee (or cause the Seller
so to do) a computer file, computer printout or microfiche list in a form
readable by Capital and by the Trustee containing a true and complete list of
all such Insurance Settlements, identified by account number and by the
Insurance Settlements balance as of each such Closing Date, (each such file or
list shall be marked as Schedule 1 to the Assignment (as hereinafter defined) of
such Insurance Settlements, delivered to the Trustee as confidential and
proprietary, and upon delivery incorporated into and made a part of this
Agreement), and (ii) Capital shall (A) deliver to the Trustee a written
assignment (including an acceptance by the Trustee on behalf of the Trust for
the benefit of the Certificateholders) in substantially the form of Exhibit
2.1A, attached hereto, (the "Assignment") and (B) deliver to the Trustee an
Officer Certificate of Capital confirming the truth and correctness of the
representations sat forth in Sections 2.3, 2.4(a) and 2.4(b) of this Agreement.

     (d) The parties intend that, at the time Insurance Settlements are assigned
to the Trust, Capital shall be deemed to grant, and does hereby grant, to the
Trustee an irrevocable beneficial interest in all of Capital's right, title and
interest in, to and under such Insurance Settlements, all monies due or to
become due with respect thereto and all proceeds thereof, and all of Capital's
rights, remedies, powers and privileges under the Insurance Settlements Purchase
Agreement; therefore, this Agreement shall constitute a security agreement under
applicable law.

                                       10
<PAGE>

     (e) In connection with each such transfer, Capital agrees, at its own
expense each Closing Date, to execute and deliver, and to cause the Seller to
execute and deliver as necessary and as required by the Insurance Settlements
Purchase Agreement such other instruments, if any, to create a security
agreement under applicable law.

     (f) On each Closing Date, contemporaneously with the transfer of Insurance
Settlements, Capital shall execute the Certificates pursuant to Section 6.1, and
the Trustee shall authenticate and deliver the Certificates; pursuant to Section
6.2 and shall cause the Transfer Agent and Registrar to register such
Certificates as required by Section 6.3.

     (g) On each Closing Date, Capital shall deposit or cause to be deposited in
the Liquidity Account an amount equal to thirty-three and one-third percent
(331/3%) of the principal amount of the Certificates issued on such Closing
Date; which amount shall be withheld from the Insurance Settlements Purchase
Price paid to Capital for Insurance Settlements sold to Capital and transferred
to the Trust.

     (h) On each Closing Date, the Trustee shall remit or cause to be remitted
from the Escrow Account into the Distribution Account an amount equal to three
point five percent (3.5%) of the principal amount of the Certificates issued on
such Closing Date (the "Placement Fee"), which amount the Paying Agent shall pay
to Pryor, Counts & Co., Inc. on each Closing Date.

     (i) On the initial Closing Date, Capital shall deliver to the Trustee an
Opinion of Counsel setting forth, among other things, that this Pooling and
Servicing Agreement constitutes a valid assignment to the Trust of Capital's
right, title, and interest in, to, and under the Insurance Settlements.

     Section 2.2 Acceptance by Trust

     (a) On each Closing Date the Trustee will accept on behalf of the Trust,
all right, title and interest previously held by Capital in, to and under the
Insurance Settlements being transferred to the Trust, all monies due or to
become due with respect thereto and all proceeds thereof, and agrees that it
shall maintain such right, title and interest, upon the trust herein set forth,
for the benefit of all Certificateholders.

     (b) The Trustee hereby agrees not to disclose to any Person any of the
account numbers or other information contained in the computer files, computer
printouts or microfiche lists delivered to the Trustee by the Subservicer or the
Master Servicer pursuant to Sections 2.1 and 2.6, except as required in
connection with the performance of its duties hereunder, as required by law, as
necessary in enforcing the rights of the Certificateholders, or as necessary to
a Successor Servicer appointed pursuant to Section 10.2. The Trustee agrees, at
Capital's expense, to take such measures as shall be reasonably requested by
Capital, the Subservicer or the Seller to protect and maintain the security and
confidentiality of such information, and, in connection therewith, shall allow
Capital, the Subservicer and the Seller from time to time upon written notice to
inspect the Trustee's security and confidentiality arrangements during normal
business hours. To the extent reasonably practicable, the Trustee shall provide
Capital, the

                                       11
<PAGE>

Subservicer and the Seller with written notice five (5) days prior to any
disclosure of account numbers or other information contained in the computer
files, computer printouts or microfiche file made pursuant to this Section
2.2(b).

     (c) The Trustee shall have no power to create, assume or incur indebtedness
or other liabilities in the name of the Trust other than as contemplated in this
Agreement.

     Section 2.3 Representations and Warranties of Capital Relating to Capital.


     Capital hereby represents and warrants to the Trust and the Trustee, with
respect to any Certificates, as of each Closing Date that:

     (a) Organization and Good Standing. Capital is a company duly organized,
validly existing, and in good standing under the laws of the State of Delaware,
and has full corporate power, authority and right to own its properties and
conduct its business as such properties are presently owned and such business is
presently conducted, and to execute, deliver and perform its obligations under
this Agreement and to execute and deliver to the Trustee the Certificates
pursuant hereto or thereto.

     (b) Due Qualification. Capital is neither required to qualify, nor to
register, as a foreign corporation in any state other than those states in which
it has so qualified in order to conduct business, and has obtained all necessary
licenses and approvals required under federal and applicable state law.

     (c) Due Authorization. The execution and delivery of this Agreement and the
Insurance Settlements Purchase Agreement and the execution and delivery to the
Trustee of the Certificates by Capital and the consummation of the transactions
provided for in this Agreement and the Insurance Settlements Purchase Agreement
have been duly authorized by Capital by all necessary corporate action.

     (d) No Conflict. The execution and delivery of this Agreement and the
Insurance Settlements Purchase Agreement and the Certificates, the performance
of the transactions contemplated by this Agreement and the Insurance Settlements
Purchase Agreement and the fulfillment of the terms hereof and thereof will not
conflict with, result in any breach of any of the terms and provisions of or
constitute (with or without not ice or lapse of time or both) a default under,
any indenture, contract, agreement, mortgage, deed of trust or other instrument
to which Capital is a party or by which it or any of its property is bound.

     (e) No Violation. The execution and delivery of this Agreement, the
Insurance Settlements Purchase Agreement and the Certificates, the performance
of the transactions contemplated by this Agreement and the Insurance Settlements
Purchase Agreement and the fulfillment of the terms hereof and thereof will not
conflict with or violate any Requirements of Law applicable to Capital. Capital
is not in violation of any applicable law and has paid all taxes properly levied
against it.

                                       12
<PAGE>

     (f) No Proceedings. There are no proceedings or investigations pending or,
to the best knowledge of Capital, threatened against Capital, before any court,
regulatory body, administrative agency, or other tribunal or governmental
instrumentality (i) asserting the in-ability of this Agreement, the Insurance
Settlements Purchase Agreement or the Certificates, (ii) seeking to prevent the
issuance of the Certificates or the consummation of any of the transactions
contemplated by this Agreement, the Insurance Settlements Purchase Agreement or
the Certificates, (iii) seeking any determination or ruling that, in the
reasonable judgment of Capital, would materially and adversely affect Capital's
performance of its obligations under this Agreement or the Insurance Settlements
Purchase Agreement, (iv) seeking any determination or ruling that would
materially and adversely affect the validity or enforceability of this
Agreement, the Insurance Settlements Purchase Agreement or the Certificates or
(v) seeking to affect adversely the income tax attributes of the Trust.

     (g) All Consents Required. All appraisals, authorizations, consents, orders
or other actions of any Person or of any governmental body or official required
in connection with the execution and delivery of this Agreement, the Insurance
Settlements Purchase Agreement and the Certificates, the performance of the
transactions contemplated by this Agreement or the Insurance Settlements
Purchase Agreement and the fulfillment of the terms hereof or thereof have been
obtained.

     (h) Notice of Breach. The representations and warranties set forth in this
Section 2.3 shall survive the transfer of the respective Insurance Settlements
to the Trust and termination of the rights and obligations of the Subservicer
pursuant to Section 10.1. Upon discovery by Capital or the Subservicer or upon
written notice to the Trustee of a breach of any of the foregoing
representations and warranties, the party discovering such breach or the
Trustee, as applicable, shall give prompt written notice to the others.

     Section 2.4 Representations and Warranties of Capital Relating to the
Agreement and the Insurance Settlements.

     (a) Binding Obligation; Valid Transfer and Security Interest. Capital
hereby represents and warrants to the Trust and the Trustee, with respect to any
Certificates, as of each Closing Date that:

          (i) This Agreement and any Assignment each constitute a legal, valid
     and binding obligation of Capital, enforceable against Capital in
     accordance with its terms, except as such enforceability may be limited by
     Debtor Relief Laws and except that such enforceability may be limited by
     general principles of equity (whether considered in a suit at law or in
     equity).

          (ii) This Agreement and any Assignment each constitute a valid
     assignment to the Trust of all right, title and interest of Capital in, to
     and under the Insurance Settlements being assigned to the Trust, all monies
     due or to become due with respect thereto and all proceeds thereof and such
     property will be held by the Trust free and clear of any Lien of any Person
     claiming through or under Capital, except for Liens permitted under Section
     2.5(a), and further, Capital will treat the transfer of the Insurance
     Settlements from United to Capital as sale,

                                       13
<PAGE>

     for tax and accounting purposes. Neither Capital nor any Person
     claiming through or under Capital shall have any claim to or interest in
     the Investor Accounts except for the interest of Capital and the Trustee,
     if any, in the earnings from such Investor Accounts.

     (b) Eligibility of Insurance Settlements, Selection Procedures, Solvency.
Capital represents and warrants to the Trust and the Trustee as of each Closing
Date that (i) each Insurance Settlement being transferred to the Trust is free
and clear of any Lien of any Person claiming through or under Capital (other
than Liens permitted under Section 2.5(a)) and is in compliance, in all material
respects, with all Requirements of Law, (ii) all consents, licenses, approvals
or authorizations of or registrations or declarations with any Governmental
Authority or Person required to be obtained, effected or given by the Seller,
and by Capital in connection with the transfer of each such Insurance Settlement
to the Trust have been duly obtained, effected or given and are in full force
and effect, (iii) no selection procedures believed by Capital to be in violation
of Section 2.5(g) were utilized in selecting the Insurance Settlements being
transferred to the Trust, (iv) Capital is not insolvent and the Seller is not
insolvent (in reliance upon the Seller's representations and warranties set
forth in Insurance Settlements Purchase Agreement), Capital does not anticipate
becoming insolvent as a result of the transfer of the Insurance Settlements to
the Trust, and the transfer is not being made for an antecedent debt, (v)
Capital does not know of any fact that will cause the Insurance Settlement not
to be paid, and (vi) Capital has not incurred debts beyond its ability to pay
those debts as they become due.

     (c) Notice of Breach. The representations and warranties set forth in this
Section 2.4 shall survive the transfer of the respective Insurance Settlements
to the Trust and termination of the rights and obligations of the Subservicer
pursuant to Section 10.1. Upon discovery by Capital or the Subservicer or upon
written notice to the Trustee of a breach of any of the foregoing
representations and warranties, the party discovering such breach or the
Trustee, as applicable, shall give prompt written notice to the others.

     (d) Seller's Obligations under the Insurance Settlements. Capital hereby
represents and warrants to the Trust and the Trustee that, pursuant to the
Insurance Settlements Purchase Agreement, Seller has covenanted and agreed to
comply with and perform its obligations with respect to the Insurance
Settlements, except insofar as any failure so to comply or conform would not
materially and adversely affect the rights of the Trust or the
Certificateholders hereunder or under the Certificates.

     (e) Seller's Purchase Price. Capital hereby represents and warrants to the
Trust and the Trustee that pursuant to the Insurance Settlements Purchase
Agreement, Seller has covenanted and agreed that, except as required by any
Requirement of Law, or as is deemed by Seller to be necessary in order for
Seller to maintain its business on a competitive basis based an Seller's good
faith assessment of the nature of its competition in its business, the Seller
pay no more than eighty percent (80%) of the face amount for any Insurance
Settlement.

                                       14
<PAGE>

     Section 2.5 Covenants of Capital.

     Capital hereby covenants that:

     (a) Security Interests. Except for the security interests granted
hereunder, Capital will not sell, pledge, assign or transfer to any other
Person, or grant, create, incur, assume, or suffer to exist any Lien on any
Insurance Settlement transferred to the Trust or any interest therein; Capital
will immediately notify the Trustee of the existence of any Lien on any
Insurance Settlement; and Capital shall defend the right, title and interest of
the Trust in, to and under the Insurance Settlements transferred to the Trust,
against all claims of third parties claiming through or under Capital; provided,
however, that nothing in this Section.2.5(a) shall prevent or be deemed to
prohibit Capital from suffering to exist upon any of the Insurance Settlements
any Liens for state, municipal or other local taxes if such taxes shall not at
the time be due and payable or if Capital shall currently be contesting the
validity thereof in good faith by appropriate proceedings and shall have set
aside on its books adequate reserves with respect thereto.

     (b) Delivery of Collections. Capital shall tender to the Subservicer for
deposit in the Insurance Settlements Account all payments received by Capital,
if any, with respect to the Insurance Settlements as soon as practicable after
receipt thereof by Capital.

     (c) Nonconveyance of Insurance Settlements. Capital covenants and agrees
that it will enforce the provisions of the Insurance Settlements Purchase
Agreement prohibiting the Seller from conveying, assigning, exchanging or
otherwise transferring the Insurance Settlements to any other Person prior to
the termination of this Agreement pursuant to Article XII hereof.

     (d) Regulatory Filings. Capital shall make any filings, reports, notices,
applications, registrations with, and shall seek any consents or authorizations
from, the Securities and Exchange Commission and any state securities authority
on behalf of the Trust as may be necessary or advisable or reasonably requested
by the Trustee, and shall comply with any federal or state securities or
reporting requirements laws.

     (e) Diversification of Insurance Settlements and Insurers. Capital
covenants to structure its purchase, acquisition and assignment of Insurance
Settlements so that, at any given time, (i) no less than seventy-five percent
(75%) of the cumulative death benefits of the Insurance Settlements held or
beneficially owned by the Trust shall be payable by Insurance Companies with a
rating by A.M. Best of "A" or better or the equivalent rating by other
nationally recognized rating agencies, (ii) no more than twenty-five percent
(25%) of the cumulative death benefits of the Insurance Settlements held or
beneficially owned by the Trust shall be payable by Insurance Companies with a
rating by A.M. Best of "B+" or the equivalent rating by other nationally
recognized rating agencies, (iii) less than ten percent (10%) of the cumulative
death benefits of the Insurance Settlements in the Trust shall be payable by any
single Insurance Company, and (iv) no more than Four Million Dollars
($4,000,000.00) in Tranche I and Ten Million Dollars ($10,000,000.00) in Tranche
II will be cumulative death benefits relating to any one individual ("Eligible
Insurance Settlements").

                                       15
<PAGE>

     (f) Maintaining Corporate Formalities and Independence. Capital covenants
at all times to (i) restrict its business solely to the acquisition of Insurance
Settlements from United and the irrevocable assignment of its beneficial
interest in such Insurance Settlements to the Trust and to such other actions
which are corollary to the acquisition and assignment of the Insurance
Settlements or which are required to perform its duties and obligations under
this Pooling and Servicing Agreement; (ii) maintain its own separate bank
accounts, tax identification number, financial and corporate records, and the
like from that of the Subservicer; (iii) conduct independent board of directors
meetings to authorize all corporate actions; (iv) pay its own expenses, and (v)
otherwise observe all corporate formalities.

     (g) Insurance Settlements Purchased from United. Capital covenants to
indicate in its records that the Insurance Settlements have been purchased by
Capital from United, to treat the transfer of the Insurance Settlements from
United to Capital, for tax and accounting purposes, as a sale, and to respond to
third-party inquiries that the Insurance Settlements have been purchased from
United.

                                   ARTICLE III
              ADMINISTRATION AND SERVICING OF INSURANCE SETTLEMENTS

     Section 3.1 Duties of the Master Servicer and Subservicer.

     (a) Commencing upon the Closing Date, the Subservicer shall service and
administer the Insurance Settlements and shall collect the Insurance Settlements
in accordance with this Agreement. The Subservicer shall have full power and
authority, acting alone or through any party properly designated by it
hereunder, to do any and all things in connection with such servicing and
administering which it may deem necessary or desirable. Without limiting the
generality of the foregoing and subject to Section 10.1, the Subservicer is
hereby authorized and empowered to execute and deliver, on behalf of the Trust
for the benefit of the Certificateholders, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and
all other comparable instruments, with respect to the Insurance Settlements and,
after the delinquency payment, if any, of any Insurance Settlement and to the
extent permitted under and in compliance with applicable law and regulations, to
commence enforcement proceedings with respect to such Insurance Settlements. The
Trustee shall furnish the Subservicer upon request with any powers of attorney
and other documents reasonably necessary or appropriate to enable the
Subservicer to carry out its servicing and administrative duties hereunder.

     (b) Neither Master Servicer nor the Subservicer shall not be required to
maintain fidelity bond coverage insuring against losses through wrongdoing of
its officers and employees who are involved in the servicing of the Insurance
Settlements.

     (c) The rights and duties of the Master Servicer are set forth in the
Master Servicer Agreement attached hereto as Exhibit 10.2A and in this
Agreement. In the event any provisions of the Master Servicer Agreement shall be
inconsistent or in conflict with any provisions of this Pooling and Servicing
Agreement, the provisions of the Pooling and Servicing Agreement shall control.
The Master Servicer, whether acting as Master Servicer or Successor

                                       16
<PAGE>

Servicer, shall be entitled to the following rights, remedies, and protections
in carrying out its duties and responsibilities as Master Servicer or Successor
Servicer.

          (i) The Master Servicer undertakes to perform such duties and only
     such duties as are specifically set forth in the Master Servicer Agreement
     and this Agreement, and the Master Servicer shall not be liable for any act
     or omission in carrying out its duties as a Master Servicer or Successor
     Servicer, except that this Agreement shall not be construed to relieve the
     Master Servicer from liability for its own bad faith, gross negligence or
     willful misconduct;

          (ii) The Master Servicer shall not be liable for an error of judgment
     made in good faith by a responsible officer, unless it shall be proved that
     the Master Servicer was grossly negligent in ascertaining the pertinent
     facts;

          (iii) The Master Servicer shall not be required to expend or risk its
     own funds or otherwise incur financial liability in the performance of its
     duties as a Master Servicer or Successor Servicer if the Master Servicer
     reasonably believes that the repayment of such funds or adequate indemnity
     against such risk or liability is not reasonably assured to it;

          (iv) The Master Servicer may rely on and shall be fully protected in
     acting or refraining from acting in accordance with any resolution,
     certificate, letter, statement, instrument, opinion, report, notice,
     request, consent, order, appraisal, bond, or other document delivered by it
     to be genuine and to have been signed or presented to it by a proper party;

          (v) The Master Servicer may consult with counsel, and any opinion from
     such counsel shall be full and complete authorization and protection in
     respect of any action taken, suffered, or omitted by the Master Servicer in
     accordance with such opinion and in good faith;

          (vi) the Master Servicer shall not be responsible or liable for the
     validity, perfection, priority, continuation, or value of any security
     interest securing the Certificates or for the value or collectibility of
     any Insurance Settlements; and

          (vii) the Master Servicer shall not resign as Master Servicer during
     the term of the Pooling and Servicing Agreement, provided that if the
     Master Servicer fails to receive its fees and expenses for a period of at
     least 90 days after they become due or if it becomes illegal for the Master
     Servicer to continue to serve as Master Servicer it shall be entitled to
     resign by giving written notice to Capital, the Trustee, and United.

     Section 3.2 Subservicing and Master Servicer Compensation.

     (a) As compensation for its subservicing activities hereunder and
reimbursement for its expenses incurred in connection therewith, the Subservicer
shall be entitled to receive the Monthly Subservicing Fee for each month (or
portion thereof) prior to the termination of the Trust pursuant to Section 12.1.
The Paying Agent shall pay the Subservicer the

                                       17
<PAGE>

Monthly Subservicing Fee in arrears on each Distribution Date. The "Monthly
Subservicing Fee" shall be an amount equal to one-twelfth (1/12th) of the
Subservicer's Fee.

     (b) In addition to the Master Servicer Fee, the Master Servicer shall be
entitled to a fee of no more than $200.00 per life expectency certificate and
$23.00 per insured, payable as described in Section 4.4(a).

     Section 3.3 Representations, Warranties, and Covenants of the Subservicer.

     As of each Closing Date the Subservicer hereby makes the following
representations and warranties on which Capital has relied in irrevocably
assigning its interest in the Insurance Settlements to the Trust and on which
the Trustee has relied in accepting the Insurance Settlements in Trust and in
authenticating Certificates:

     (a) Organization and Good Standing. The Subservicer is a company duly
organized, validly existing and in good standing under the laws of the state of
its incorporation, and has full corporate power, authority and right to own its
properties and conduct its business as such properties are presently owned and
such business is presently conducted, and to execute, deliver and perform its
obligations under this Agreement and the Insurance Settlements Purchase
Agreement.

     (b) Due Qualification. The Subservicer is qualified as a foreign
corporation in every state where it is required to be so qualified to service
the Insurance Settlements as required by this Agreement and has obtained all
necessary licenses and approvals as required under federal and state law in each
case where the failure to be so qualified, licensed or approved could reasonably
be expected materially and adversely to affect the ability of the Subservicer to
comply with the terms of this Agreement.

     (c) Due Authorization. The execution, delivery, and performance of this
Agreement and the Insurance Settlements Purchase Agreement have been duly
authorized by the Subservicer by all necessary corporate action on the part of
the Subservicer.

     (d) Binding Obligation. This Agreement and the Insurance Settlements
Purchase Agreement constitute a legal, valid and binding obligation of the
Subservicer, enforceable in accordance with their respective terms, except as
enforceability may be limited by Debtor Relief Laws and except as such
enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or in equity).

     (e) No Violation. The execution and delivery of this Agreement and the
Insurance Settlements Purchase Agreement by the Subservicer, and the performance
of the transactions contemplated by this Agreement and the Insurance Settlements
Purchase Agreement and the fulfillment of the terms hereof and thereof
applicable to the Subservicer, will not conflict with, violate, or result in any
breach of any of the terms and provisions of or constitute (with or without
notice or lapse of time or both) a default under, any Requirements of Law
applicable to the Subservicer or any indenture contract, agreement, mortgage,
deed of trust or other instrument to which the Subservicer is a party or by
which it is bound.

                                       18
<PAGE>

     (f) No Proceedings. There are no proceedings or investigations pending or,
to the best knowledge of the Subservicer, threatened against the Subservicer
before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality seeking to prevent the issuance of the Certificates
or the consummation of any of the transactions contemplated by this Agreement,
seeking any determination or ruling that, in the reasonable judgment of the
Subservicer would materially and adversely affect the performance by the
Subservicer of its obligations under this Agreement or the Insurance Settlements
Purchase Agreement, or seeking any determination or ruling that would materially
and adversely affect the validity or enforceability of this Agreement or the
Insurance Settlements Purchase Agreement.

     (g) Deposits in the Lockbox Account. The Subservicer shall make agreements
with or deliver binding instructions to each Insurance Company such that
Collections are deposited directly in the Lockbox Account. The Subservicer shall
provide information on the life insurance claim forms filed with each Insurance
Company so as to instruct the Insurance Company to send payments to the Lockbox
Account.

     Section 3.4 Reports and Records for the Trustee and Capital; Bank Account
Statements.

     (a) Closing Date Reports. The Subservicer shall prepare and deliver to
Capital, Master Servicer and to the Trustee on two (2) Business Days prior to
the initial Closing Date and, thereafter, the first (1st) Business Day of each
week, an Officer's Certificate substantially in the form of Exhibit 3.4A setting
forth (i) the aggregate amount of Collections attributable to Insurance
Settlements as of the end of the last Business Day of the preceding week and
(ii) the amount of Insurance Settlements to be purchased on the initial Closing
Date or the amount of Insurance Settlements purchased since the immediately
preceding Closing Date, as measured by the Insurance Settlements Purchase Price
expended therefor and by their face value.

     (b) Daily and Weekly Reports. On each Business Day, the Subservicer shall
prepare and make available at the office of the Subservicer for inspection by
the Master Servicer and the Trustee, at their option, but with no obligation to
do so, and/or by Capital and the Master Servicer a record setting forth (i) the
aggregate amount of Collections processed by the Subservicer on the preceding
Business Day and (ii) the aggregate amount of Insurance Settlements as of the
close of business an the preceding Business Day. On the first Business Day of
each week, commencing in the week following the first Closing Date, the
Subservicer shall prepare and deliver to Capital, the Master Servicer, and the
Trustee a record setting forth (i) the aggregate amount of Collections processed
by the Subservicer in the preceding week and (ii) the aggregate amount of
Insurance Settlements as of the close of business on the last Business Day in
such week.

     (c) Subservicer's Semi-Annual Certificate. On each Determination Date, the
Subservicer shall deliver to the Trustee, Master Servicer, Capital, and the
Paying Agent a certificate of a Servicing Officer substantially in the form of
Exhibit 3.4C setting forth (i) the aggregate amount of Collections processed
during the preceding six months, (ii) the aggregate amount of Insurance
Settlements

                                       19
<PAGE>

and the balance on deposit in the Insurance Settlements Account with respect to
Collections processed as of the end of the last day of the preceding six month
period, (iii) the aggregate amount of withdrawals, if any, from the Liquidity
Account required to be made on the next succeeding Transfer Date, (iv) the
aggregate amount of funds, if any, to be deposited in the Liquidity Account on
the next succeeding Transfer Date, (v) the statement required by Section 5.2,
(vi) the sum of all amounts payable to the Certificateholders on the next
succeeding Distribution Date in respect of Certificate Interest and Certificate
Principal, and (vii) the interest and earnings from the Insurance Settlements
Account and Liquidity Account (net of losses and investment expenses related to
the Permitted Investments in which the funds in such accounts were invested) for
the preceding month.

     Section 3.5 Subservicer's Annual Certificate.

     The Subservicer shall deliver to the Trustee and the Master Servicer on or
before April 15 of each calendar year, beginning with April 15, 2001, an
Officer's Certificate substantially in the form of Exhibit 3.5 stating that (i)
a review of the activities of the Subservicer during the preceding calendar year
end of its performance under this Agreement was made under the supervision of
the officer signing such certificate and (ii) to the best of such officer's
knowledge, based on such review, the Subservicer has fully performed all its
obligations under this Agreement throughout such year, or, if there has been a
default in the performance of any such obligation, specifying each such default
and the nature and status thereof. Any Certificateholder may obtain a copy of
such certificate by a request in writing to the Trustee addressed to the
Corporate Trust Officer.

         Section 3.6  Annual Independent Public Accountants' Subservicing
Report.

     (a) On or before April 15 of each calendar year, beginning with April 15,
2001, the Subservicer, at sole cost and expense of the Trust, shall cause
___________ or another firm of nationally recognized independent public
accountants to furnish a report to the Trustee and Master Servicer covering the
preceding annual period to the effect that such accountants have applied certain
agreed-upon procedures to certain documents and records relating to the
servicing of Insurance Settlements under this Agreement, compared the
information contained in the Subservicer's certificates delivered during the
period covered by such report with such documents and records and that no
matters came to the attention of such accountants that caused them to believe
that such servicing was not conducted in compliance with this Agreement, except
for such exceptions as such firm shall believe to be immaterial and such other
exceptions as shall be set forth in such statement. In addition, each report
shall set forth the agreed-upon procedures performed. Any Certificateholder may
obtain a copy of such report by a request in writing to the Trustee addressed to
the Corporate Trust Office.

     (b) On or before April 15 of each calendar year beginning with April 15,
2001, the Subservicer, at the Trust's sole cost and expense, shall cause
__________ or another firm of nationally recognized independent public
accountants to furnish a report to the Trustee and Master Servicer to the effect
that such accountants have compared the mathematical calculations of each amount
set forth in the semi-annual certificates forwarded by the Master Servicer
pursuant to Section 3.4(c) during the period covered by such report (which shall
be the

                                       20
<PAGE>

period from January 1 to and including December 31 of such calendar year)
with the Subservicer's computer reports which were the source of such amounts
and that on the basis of such comparison, such accountants are of the opinion
that such amounts are in agreement, except for such exceptions as they believe
to be immaterial and such other exceptions as shall be set forth in such
statement. Any Certificateholder may obtain a copy of such report by a request
in writing to the Trustee addressed to the Corporate Trust Office.

     In the event United is no longer the Subservicer, it shall nonetheless
continue to be liable for the costs and expenses of the independent public
accountants under Section 3.6 and Master Servicer shall not be responsible for
any cost or expense of the independent public accountant under Section 3.6 even
if the Master Servicer becomes the Successor Servicer. In the event that the
Subservicer shall become insolvent or a debtor in bankruptcy, the Trust shall
pay the cost and expenses of the independent public accountants under Section
3.6 from the remaining funds in Liquidity Account.

                                   ARTICLE IV
                   RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION
                         AND APPLICATION OF COLLECTIONS

     Section 4.1 Rights of Certificateholders.

     The Certificates shall represent undivided interests in the Trust,
including, without limitation, an irrevocable beneficial interest in the
Insurance Settlements, right to receive the Collections and other amounts at the
times and in the amounts specified in this Article IV to be deposited in the
Investor Accounts for the account of such Certificates or paid to the
Certificateholders. The aggregate interest in the Insurance Settlements
represented by such Certificates shall at all times equal one hundred percent
(100%).

     Section 4.2 Establishment and Administration of Investor Accounts.

     (a) The Lockbox Account. The Trustee for the benefit of the
Certificateholders, shall establish and maintain with The Bank of New York, in
the name of the Trust, an interest bearing segregated demand deposit account
(the "Lockbox Account") bearing a designation clearly indicating that the funds
deposited therein are held in trust.

     (b) The Insurance Settlements Account. The Trustee, for the benefit of the
Certificateholders, shall establish and maintain with The Bank of New York, in
the name of the Trust, a segregated account (the " Insurance Settlements
Account") bearing a designation clearly indicating that the funds deposited
therein, including the interest or other earnings thereon, are held in trust for
the benefit of the Certificateholders. The Insurance Settlements Account shall
contain Collections attributable to Insurance Settlements. The funds in the
Insurance Settlements Account shall be subject to distribution pursuant to
Section 4.2(e), Section 4.3(b), Section 4.3(c), Section 4.5(a), and Section
12.3.

     (c) The Liquidity Account. The Trustee, for the benefit of the
Certificateholders, shall establish and maintain with The Bank of New York in
the name of the

                                       21
<PAGE>

Trust a segregated account (the "Liquidity Account") bearing a designation,
clearly indicating that the funds therein, including interest or other earnings
thereon, are held for the benefit of the Certificateholders. Funds to be used
for the payment of insurance premiums in connection with the Insurance
Settlements shall be maintained in and paid out of the Liquidity Account.

     (d) The Distribution Account. The Trustee shall establish and maintain with
The Bank of New York a non-interest bearing segregated demand deposit account
(the "Distribution Account") from which the Paying Agent shall make the
distributions and other payments described in this Article IV and elsewhere in
this Agreement. Certificate Interest and Certificate Principal while on deposit
in the Distribution Account are held in trust for the benefit of the
Certificateholders.

     (e) Administration of the Accounts. The Paying Agent or the Trustee shall
have the revocable authority to make withdrawals and distributions from the
Investor Accounts. On each Business Day at 3:00 p.m. the Trustee shall withdraw
all funds from the Lockbox Account and deposit same in the Insurance Settlements
Account. Funds on deposit in the Insurance Settlements and Liquidity Account
shall at all times be invested in Permitted Investments; provided, that any such
investment shall mature and such funds shall be available for withdrawal on or
prior to the Transfer Date immediately preceding the Distribution Date on which
such funds are required for distribution or for the payment of insurance
premiums. The Trustee shall hold for the benefit of the Certificateholders
possession of the negotiable instruments or securities, if any, evidencing the
Permitted Investments. Subject to the maturity restrictions set forth above,
Capital shall instruct the Trustee, in writing, as to the investment of funds on
deposit in the Insurance Settlements Account and Liquidity Account. If, for any
reason, Capital does not provide investment instructions to the Trustee, then
the Trustee shall invest such funds in a Fidelity Fund Money Market Account. For
purposes of determining availability of funds or balances in the Insurance
Settlements Account and Liquidity Account for any reason under this Agreement,
all investment earnings on such funds shall be deemed neither available nor on
deposit, except in the event of a Pay Out Event. The Trustee shall not be
responsible or incur any liability for any losses incurred in connection with
any Permitted Investments or in following any instructions of Capital with
respect to Permitted Investments.

     Section 4.3 Collections and Distributions.

     (a) Collections. The Trustee shall deposit into the Insurance Settlements
Account on the next Business Day, based upon the Subservicer's reports, all
Collections deposited in the Lockbox Account on the preceding Business Day;
provided that Trustee is not obligated to credit any such deposit of Collections
until Trustee actually receives or collects in good funds the amounts
represented by such Collections. In addition, the Subservicer shall immediately
deposit, or cause to be deposited, in the Insurance Settlements Account all
Collections not otherwise made directly to the Lockbox Account.

     (b) Payments to Capital During the Acquisition Period. During the
Acquisition Period upon Capital's written request given in accordance with
Section 2.1 but not

                                       22
<PAGE>

more frequently than once per week on the third (3rd) Business Day of the week,
the Trustee shall pay to Capital:

          from the Insurance Settlements Account, an amount equal to the
     Collections attributable to Insurance Settlements, which funds Capital
     shall cause to be deposited into the Liquidity Account to use solely for
     the purpose of making the required premium payments attributable to
     Insurance Settlements pursuant to the terms of Section 2.1 to make Interest
     payments and Trust expense payments. During the Acquisition Period all
     Collections shall be held in the Insurance Settlements Account until
     distributed pursuant to this Section 4.3(b).

     (c) Payments to Capital During the Amortization Period. During the
Amortization Period upon Capital's written request given in accordance with
Section 2.1 but not more frequently than once per week on the third (3rd)
Business Day of the week, the Trustee shall pay to Capital:

          from the Liquidity Account, an amount equal to the required premium
     payments attributable to Insurance Settlements, which funds Capital shall
     use solely for the purpose of paying insurance premiums with respect to the
     Insurance Settlements.

     Section 4.4 Monthly and Semi-Annual Withdrawals.

     On each Determination Date, the Subservicer shall instruct the Trustee to
withdraw and the Trustee, acting in accordance with such instructions, shall
withdraw on the succeeding Transfer Date the amounts set forth in such
instructions required to be withdrawn from the Insurance Settlements Account and
deposited into the Distribution Account as set forth in Sections 4.4(a), (b) and
(c), plus the amounts from the Liquidity Account, if any, pursuant to Section
4.4(a) and Section 4.5(b). Each such instruction and notice required under
Section 4.4 shall be substantially in the form of Exhibit 4.4, attached hereto.

     (a) Payment of Fees and Certificate Interest. On each Transfer Date, the
Trustee shall withdraw from the Insurance Settlements Account, to the extent
funds are available from Collections attributable to Insurance Settlements
processed during the preceding month, and deposit in the Distribution Account
for payment (i) an amount equal to the Trustee's Fees plus the documented
expenses and any indemnification owing to the Trustee pursuant to Section 7.4,
if any, including reasonable attorney's fees, of the Trustee, including any
amount owing to the Trustee pursuant to Section 11.6, (ii) an amount equal to
interest, calculated at the Certificate Rate for the month ended prior to each
Transfer Date, on the outstanding principal amount of the Certificates
determined an the first day of such month, (iii) an amount equal to the Monthly
Subservicing Fees for the preceding month, together with all accrued and unpaid
Monthly Subservicing Fees, (iv) then an amount equal to Master Servicer's Fees
and documented expenses, including reasonable attorney's fees of the Master
Servicer, and (v) then an amount equal to the amount of any unpaid Deficiency
Amount (as hereinafter defined). Furthermore, on the Distribution Date or the
Fee Distribution Date, as applicable the Paying Agent shall prioritize and make
the payments of such fees and Certificate Interest according to the order in
which they appear in preceding subsections (i) through (iv). If the Collections
attributable to Insurance

                                       23
<PAGE>

Settlements are less than the amount required to be distributed from the
Insurance Settlements Account pursuant to this Section 4.4(a), the Trustee shall
withdraw from the Liquidity Account funds in the amount of such deficiency and
deposit same in the Distribution Account. If the Insurance Settlements or the
funds in the Liquidity Account are insufficient in any month to pay Certificate
Interest to the Certificateholders, the amount of such deficiency for any month
shall be referred to as the "Deficiency Amount".

     (b) Transfer to the Liquidity Account. On each Transfer Date, after making
the payments required by Sections 4.4(a) and 4.5(a) the Trustee shall withdraw
from the Insurance Settlements Account all remaining funds from Collections
attributable to Insurance Settlements processed during the preceding six months
and deposit such funds in the Liquidity Account.

     (c) Final Distributions from the Liquidity Account and the Excess Cash.
Upon the occurrence of a Pay Out Event, all remaining funds in the Liquidity
Account (after making payments under Section 4.4(a)) shall be utilized to fund,
first, the obligation, if any, to pay the cost and expense of accountings under
Section 3.6 should the Subservicer become insolvent or bankrupt and, second, any
deficiency in payments to Certificateholders until termination of the Trust
under Article XII.

     Section 4.5 Payment of Certificate Principal.

     (a) On each Transfer Date for the applicable Distribution Date during the
Amortization Period, the Trustee based solely on the written instructions of the
Subservicer shall withdraw from the Insurance Settlements Account Collections
attributable to Insurance Settlements processed during the preceding month and
deposit same in the Distribution Account for payment; provided, however, with
respect to the final Transfer Date, the Trustee shall withdraw from the
Insurance Settlements Account and deposit into the Distribution Account an
amount equal to the principal amount of the Certificates outstanding as of the
end of the day on the preceding Record Date. If the amounts on deposit in the
Insurance Settlements Account on the final Transfer Date are less than the
principal amount of the Certificates outstanding, the Trustee shall withdraw
from the Liquidity Account funds in the amount of such deficiency and deposit
same in the Distribution Account for payment.

     (b) On each Distribution Date the Paying Agent shall pay to the
Certificateholders, in accordance with Section 5.1, the Certificate Principal
deposited in the Distribution Account pursuant to Sections 4.5(a).

     Section 4.6 Failure to Make a Deposit or Payment.

     If the Paying Agent (if other than the Trustee), Subservicer or Capital
fails to make, or fails to give instructions to make, any withdrawal, deposit or
payment at the time specified in this Agreement (including applicable grace
periods), the Trustee shall have no liability and shall be fully protected in
refraining from taking any action prior to it receiving such written instruction
from the Subservicer. To the extent that such payments should have been made by
Subservicer or Capital, Trustee shall make or cause such withdrawal, deposit or
payment to be made only

                                       24
<PAGE>

following its receipt from the Subservicer of all information necessary to
enable the Trustee to make such withdrawal, deposit or payment.

     Section 4.7 Payment In Accordance with the Subservicer's Reports.

     The Paying Agent shall make all withdrawals, deposits, and payments under
this Article IV and under Article V in accordance with and in reliance on the
Subservicer's reports described in Section 3.4 and Section 4.4.

                                    ARTICLE V
            DISTRIBUTIONS AND REPORTS TO INVESTOR CERTIFICATEHOLDERS

     Section 5.1 Distributions.

     On each Distribution Date, the Paying Agent shall distribute to each
Certificateholder of record on the preceding Record Date (other than as provided
in Section 12.3 hereof respecting a final distribution) such Certificateholder's
pro rata share of the Certificate Interest, as required by Section 4.4(a), and
the Certificate Principal, as required by Section 4.5. The Paying Agent shall
make such distributions by check mailed to each Certificateholder. On each Fee
Distribution Date, the Paying Agent shall distribute the Trustee's Fees and
expenses, the Master Servicer's Fees, and the Monthly Subservicing Fee pursuant
to Section 4.4(a). The Paying Agent shall make such distributions by check
mailed to the respective recipients or by such other methods as the recipients
request.

     Section 5.2. Semi-Annual Certificateholders' Statement.

     (a) On each Distribution Date, the Subservicer shall prepare and deliver to
the Paying Agent, and the Paying Agent shall forward to each Certificateholder a
statement substantially in the form of Exhibit 5.2 setting forth the following
information which, in the case of (i), (ii) and (iii) below, shall be stated on
the basis of an original principal amount of One Thousand and No/100 Dollars
($1,000.00) per Certificate:

          (i) the total amount distributed on such Distribution Date;

          (ii) the amount of such distribution allocable to Certificate
     Principal;

          (iii) the amount of such distribution allocable to Certificate
     Interest;

          (iv) the aggregate amount of Collections attributable to Insurance
     Settlements processed during the preceding six months;

          (v) the aggregate outstanding balance of Insurance Settlements as of
     the last day of the preceding month;

          (vi) the amount of the Monthly Subservicing Fee for the preceding six
     months;

                                       25
<PAGE>


          (vii) the aggregate amount of funds deposited in the Liquidity Account
     as of such Distribution Date;

          (viii) the Minimum Liquidity Account Amount as of the close of
     business on such Distribution Date after making the payment of Certificate
     Interest and Certificate Principal;

          (ix) the amount of Trustee's Fees, and expenses of the Trustee for the
     preceding six months; and,

          (x) the amount of Master Servicer's Fee for the preceding six months.

     (b) Annual Certificateholders Tax Statement. On or before January 31 of
each calendar year, beginning with calendar year 2001, Capital shall have
___________ prepare and deliver to Capital, and Capital shall furnish to each
Person who at any time during the preceding calendar year was a
Certificateholder a statement containing the information required to be
contained in the Semi-Annual Certificateholders' Statement, as set forth in
Sections 5.2(a)(i), (ii) and (iii) above, aggregated for such calendar year or
the applicable portion thereof during which such Person was a Certificateholder,
together with such other customary information (consistent with the treatment of
the Certificates as debt, as provided in Section 13.15 hereof) as the Trustee or
the Subservicer deems necessary or desirable to enable the Certificateholders to
prepare their tax returns. Such obligations of Capital shall be deemed to have
been satisfied to the extent that Capital provides to the Certificateholders
substantially comparable information pursuant to any requirements of the
Internal Revenue Code, as from time to time in effect.

                                   ARTICLE VI
                                THE CERTIFICATES

     Section 6.1 The Certificates.

     The Certificates shall be substantially in the form of Exhibit 6.1A and
6.1B and shall be duly executed by Capital and authenticated and delivered by
the Trustee as provided in Sections 2.1 and 6.2. The Certificates shall be
issuable in the minimum denomination of Five Thousand and No/100 Dollars
($5,000.00) and integral multiples of One Thousand and No/100 Dollars
($1,000.00) in excess thereof and shall be issued on each Closing Date in an
original principal amount equal to the amount for which each Certificateholder
subscribed to purchase on each such Closing Date; provided, however, that one
Certificate may be issued on each Closing Date in a residual amount of less than
One Thousand and No/100 Dollars ($1,000.00) (" odd-lot Certificate"); provided
that if a person purchases more than one odd-lot Certificate, such Person shall,
with each purchase of an odd-lot Certificate, surrender pursuant to Section 6.3
all odd-lot Certificates for exchange for one Certificate of like aggregate
principal amount. An authorized officer of Capital, on behalf of the Trust,
shall execute each Certificate by manual or facsimile signature for the purpose
of authentication. Certificates bearing the manual or facsimile signature of the
individual who was, at the time when such signature was affixed, authorized to
sign on behalf of Capital shall not be rendered invalid, notwithstanding that
such individual has ceased to be so authorized prior to the authentication and
delivery of such Certificate or does not hold such

                                       26
<PAGE>

office as of the date of such Certificates. No Certificate shall be entitled to
any benefit under this Agreement or be valid for any purpose, unless there
appears on such Certificate a certificate of authentication substantially in the
form set forth in Exhibits 6.1A and 6.1B, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

     Section 6.2 Authentication of Certificates.

     On each Closing Date, the Trustee shall authenticate and deliver the
Certificates being issued on such Closing Date, upon the written order of
Capital, to the Certificateholders. In addition, on each Closing Date Capital
shall deposit funds in the Liquidity Account as required by Section 2.1(g).

     Section 6.3 Registration of Transfer and Exchange of Certificates.

     (a) Capital shall cause a transfer agent and registrar (the "Transfer Agent
and Registrar") to maintain the Transfer Agent's Office and there to keep a
register (the "Certificate Register") in which, subject to such reasonable
regulations as it may prescribe, the Transfer Agent and Registrar shall provide
for the registration of the Certificates and of transfers and exchanges of the
Certificates. The Trustee is hereby initially appointed Transfer Agent and
Registrar. The Trustee may resign as Transfer Agent and Registrar upon thirty
(30) days written notice to Capital. In the event that the Trustee shall no
longer be the Transfer Agent and Registrar, the Trustee shall appoint a
successor Transfer Agent and Registrar.

     Upon the surrender for registration of transfer of any Certificate at the
Transfer Agent's Office, Capital shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations of like
aggregate principal amount; provided that, any transfer of a Certificate
representing residual amounts need not be in an authorized denomination. At the
option of a Certificateholder, Certificates may be exchanged for other
Certificates of authorized denominations of like aggregate principal amount upon
surrender of the Certificates to be exchanged at the Transfer Agent's Office;
provided, that a Certificateholder shall exchange all Certificates representing
residual amounts (odd-lot Certificates) for one Certificate representing
residual amounts of like aggregate principal amount which need not be in an
authorized denomination. Upon surrender Capital shall execute, and the Trustee
shall authenticate and deliver, the Certificates which the Certificateholder
making the exchange is entitled to receive. Every Certificate presented or
surrendered for registration of transfer or exchange shall be accompanied by a
written instrument of transfer in a form satisfactory to the Trustee and the
Transfer Agent and Registrar duly executed by the Certificateholder thereof or
his attorney if duly authorized in writing.

     No service charge to the Certificateholder shall be made for any
registration of transfer or exchange of Certificates, but the Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                                       27
<PAGE>

         All Certificates surrendered for registration of transfer or exchange
shall be cancelled and disposed of in a manner satisfactory to Capital, the
Trustee and the Transfer Agent and Registrar. Unless Capital provides the
Trustee with prior written notice to the contrary, the Transfer Agent and
Registrar shall destroy all Certificates in accordance with its customary
procedures.

     (b) The Transfer Agent and Registrar will maintain at its expense in New
York, NY an office or offices or agency or agencies where Certificates may be
surrendered for registration of transfer or exchange.

     Section 6.4 Mutilated, Destroyed, Lost or Stolen Certificates.

     If (a) any mutilated Certificate is surrendered to the Transfer Agent and
Registrar or any Certificateholder provides satisfactory evidence to the
Transfer Agent and Registrar of the destruction, loss or theft of any
Certificate and (b) there is delivered to Capital, the Transfer Agent and
Registrar and the Trustee such security or indemnity as may be required by them
to save each of them harmless, then, in the absence of written notice to the
Trustee that such Certificate has been acquired by a bona fide purchaser,
Capital shall execute and the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like form and aggregate principal amount. In
connection with the issuance of any new Certificate under this Section 6.4, the
Trustee or the Transfer Agent and Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge, if any, imposed in
relation thereto and any other expense (including the fees and expenses of the
Trustee and the Transfer Agent and Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section 6.4 shall constitute complete and
indefeasible evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

     Section 6.5 Persons Deemed Owners.

     Prior to due presentation of a Certificate for registration of transfer,
Capital, the Trustee, the Paying Agent, the Transfer Agent and Registrar and any
agent of any of them may treat the person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 5.1 and for all other purposes whatsoever, and
neither Capital, the Trustee, the Paying Agent, the Transfer Agent and Registrar
nor any agent of any of them shall be affected by any notice to the contrary;
provided, however, that in determining whether the Holders of Certificates
evidencing the requisite principal amount have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Certificates
owned by Capital, the Subservicer or any Affiliate thereof shall be disregarded
and deemed not to be outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Certificates which a
Responsible Officer in the Corporate Trust Office of the Trustee knows to be so
owned shall be so disregarded. Certificates so owned which have been pledged in
good faith shall not be disregarded and may be regarded as outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Certificates and that the pledgee is not Capital, the
Subservicer or an Affiliate thereof.

                                       28
<PAGE>


     Section 6.6 Appointment of Paying Agent.

     (a) The Paying Agent shall have the revocable power to distribute funds
from the Distribution Account for the purpose of making distributions pursuant
to this Agreement. The Trustee may revoke such power and remove the Paying
Agent, unless the Paying Agent is the Trustee, if the Trustee determines in its
sole discretion that the Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect.

     (b) The Paying Agent shall initially be the Trustee who shall serve
pursuant to the terms of this Agreement. The Trustee shall be permitted to
resign as Paying Agent upon thirty (30) days' written notice to Capital. In the
event that Trustee shall no longer be the Paying Agent, Capital shall appoint a
successor or if no successor Paying Agent shall have been appointed by Capital
and/or shall have accepted within thirty (30) days after the Trustee gives its
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor paying agent. Each Paying Agent
must be reasonably acceptable to Capital. The provisions of Sections 11.2. 11.3
and 11.4 shall apply to the Trustee also in its role as Paying Agent, for so
long as the Trustee shall act as Paying Agent.

     (c) The Paying Agent (if not the Trustee) shall execute and deliver to the
Trustee an instrument in which the Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums, it any, held by it for payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to the Certificateholders.

         Section 6.7 Access to List of Certificateholders' Names and Addresses.

     The Trustee shall furnish, or cause to be furnished by the Transfer Agent
and Registrar, to Capital or the Paying Agent, as the case may be, within five
(5) Business Days after receipt by the Trustee of a written request therefor
from Capital or the Paying Agent a list of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to Certificateholders. If Holders of Certificates (the
"Applicants") aggregating not less than five percent (5%) of the aggregate
principal amount of the Certificates then outstanding apply in writing to the
Trustee, and such application states that the Applicants desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates and is accompanied by a copy of the communication
which such Applicants propose to transmit to the other Certificateholders, then,
within five (5) Business Days after the Trustee's receipt of such application,
the Trustee, after having been adequately indemnified by such Applicants for its
costs and expenses, shall afford or shall cause the Transfer Agent and Registrar
to afford such Applicants access during normal business hours to the most recent
list of Certificateholders held by the Trustee and shall give the Subservicer
notice that such request has been made. Such list shall be as of a date no more
than forty-five (45) days prior to the date of the Trustee's receipt of such
application. Every Certificateholder, by receiving and holding a Certificate,
agrees with the Trustee that neither the Trustee, the Transfer Agent and
Registrar, nor any of their respective agents shall be held accountable or incur
any liability by reason of the

                                       29
<PAGE>

disclosure of the names and addresses of the Certificateholders hereunder,
regardless of the source from which such information was obtained.

     Section 6.8 Authentication Agent.

     (a) The Trustee may appoint one or more authenticating agents, who shall be
authorized to act on behalf of the Trustee in authenticating the Certificates
for the issuance, delivery, or registration of transfer or exchange of
Certificates. Reference in this Agreement to the authentication of Certificates
by the Trustee or the Trustee's certificate of authentication shall be deemed to
include authentication of the Certificates and execution of a certificate of
authentication on behalf of the Trustee by an authenticating agent. Each
authenticating agent must be reasonably acceptable to Capital.

     (b) Any institution succeeding to the corporate agency business of an
authenticating agent shall continue to be an authenticating agent without the
execution or filing of any paper or any further act on the part of the Trustee
or such authenticating agent.

     (c) An authenticating agent may at any time resign by giving written notice
of resignation to the Trustee and to Capital. The Trustee may at any time
terminate the agency of an authenticating agent by giving notice of termination
to such authenticating agent and to Capital. Upon receiving such a notice of
resignation or upon terminating the agency, or in case at any time an
authenticating agent shall cease to be acceptable to the Trustee or Capital, the
Trustee promptly may appoint a successor authenticating agent. Any successor
authenticating agent upon acceptance of its appointment shall become vested with
all the rights, powers and duties of its predecessor hereunder, as if originally
named as an authenticating agent. Each successor authenticating agent must be
reasonably acceptable to Capital.

     (d) Capital agrees to pay each authenticating agent (other than the
Trustee) from time to time reasonable compensation for its services under this
Section 6.8.

     (e) The provisions of Sections 11.2, 11.3 and 11.4 shall be applicable to
any authenticating agent.

     (f) Pursuant to an appointment made under this Section 6.8, the
Certificates may have endorsed thereon, in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially in
the form of Trustee's Certificate of authentication in Exhibit 6.1A which
alternate certificate of authentication shall state that such authenticating
agent is acting on behalf of the Trustee.

                                   ARTICLE VII
                        OTHER MATTERS RELATING TO CAPITAL

     Section 7.1 Special Purpose Corporation.

     Capital shall at all times be a special purpose corporation. Capital's
business shall be restricted to (a) the purchase of Insurance Settlements from
United and the irrevocable

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<PAGE>

assignment of the beneficial interest in such Insurance Settlements to the
Trust, (b) the execution of the Certificates, and (c) those other specified
limited functions set forth and described in this Agreement and in Capital's
Articles of Incorporation. Capital shall incur no debts except those, if any,
expressly described in this Agreement. Capital shall not, and shall have no
authority to, subordinate or permit the subordination of the Trust's rights,
title and interest in the Insurance Settlements assigned to the Trust.

     Section 7.2 Merger or Consolidation; Assumption of Capital's Obligations;
Amendment of Capital's Certificate of Formation.

     (a) Capital shall not consolidate with or merge into any other Person or
convey or transfer substantially all its assets.

     (b) Capital's obligations hereunder shall not be assignable nor shall any
Person succeed to Capital's obligations hereunder except in accordance with the
provisions of the Insurance Settlements Purchase Agreement.

     (c) Capital shall not amend Article ___ of its Certificate of Formation
without the consent of the holders of Certificates representing not less than
fifty-one percent (51%) of aggregate principal amount of the Certificates then
outstanding.

     (d) Capital shall not file a voluntary petition for bankruptcy earlier than
ninety-one (91) days from the date the Certificates have been paid.

     Section 7.3 Limitation on Liability of Capital.

     Capital shall be liable in accordance herewith to the extent of the
obligations specifically undertaken by Capital hereunder. Except as otherwise
provided in this Agreement, neither Capital nor any of the directors, officers,
employees or agents of Capital shall be under any liability to the Trust, the
Trustee, the Certificateholders or any other Person for taking any action or for
refraining from taking any action pursuant to this Agreement whether arising
from express or implied duties under this Agreement; provided, however, this
provision shall not protect Capital or any director, officer, employee or agent
of Capital against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or gross negligence in the performance of duties
or by reason of its willful misconduct hereunder or under any agreement executed
and delivered in connection herewith or in any way relating to or arising out of
the creation of the Trust or any transactions related thereto. Capital and any
director, officer, employee or agent of Capital may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder.

     Section 7.4 Capital's Indemnification of the Trust, Trustee, Master
Servicer and Successor Servicer.

     Capital shall indemnify and hold harmless the Trust, Trustee, Master
Servicer and Successor Servicer from and against any loss, liability, expense,
damage or injury suffered or sustained by reason of any acts, omissions or
alleged acts or omissions arising out of activities of

                                       31
<PAGE>

the Trust, Trustee, Master Servicer or Successor Servicer pursuant to this
Agreement or any agreement executed or delivered in connection herewith or in
any way relating to or arising out of the creation or administration of the
Trust or the transactions related thereto, including but not limited to any
judgment award, settlement, reasonable attorneys' fees and other costs or
expenses incurred in connection with the defense of any and all or threatened
action, proceeding or claim; provided, however, that although Capital shall
indemnify the Trustee, Master Servicer and Successor Servicer if such acts,
omissions or alleged acts or omissions constitute ordinary negligence, Capital
shall not indemnify the Trustee, Master Servicer or Successor Servicer if such
acts, omissions or alleged acts or omissions constitute willful misfeasance, bad
faith or gross negligence by the Trustee, Master Servicer or Successor Servicer;
and provided, further, Capital shall not indemnify the Trust or the
Certificateholders for any liabilities, costs or expenses of the Trust with
respect to any action taken by the Trustee at the request of the
Certificateholders; provided, further, Capital shall not indemnify the Trust or
the Certificateholders as to any losses, claims or damages incurred by any of
them in their capacities as investors; and provided, further, Capital shall not
indemnify the Trust or the Certificateholders with respect to any federal, state
or local income or franchise taxes (or any interest or penalties with respect
thereto) required to be paid by the Trust or the Certificateholders in
connection herewith to any taxing authority, which taxes shall be the sole
obligation of the Trust or the Certificateholders. Any indemnification hereunder
shall only be from assets of the Trust. The provisions of this indemnity shall
run directly to and be enforceable by an injured party, subject to the
limitations hereof, and shall survive termination of the Trust and the
resignation or removal of the Trustee or Master Servicer.

                                  ARTICLE VIII
                    OTHER MATTERS RELATING TO THE SUBSERVICER

     Section 8.1 Liability of the Subservicer.

     The Subservicer shall be liable for the accuracy and sufficiency of the
information contained in any certificate delivered in accordance with the
provisions of this Agreement and otherwise only to the extent of the obligations
specifically undertaken by the Subservicer in such capacity, in accordance with
the provisions of this Agreement.

     Section 8.2 Merger or Consolidation of, or Assumption of the Obligations
of, the Subservicer.

     The Subservicer shall not consolidate with or merge into any other
corporation or convey or transfer substantially all its assets, unless:

     (a) the Person formed by such consolidation or into which the Subservicer
is merged or the Person which acquires by conveyance or transfer substantially
all the assets of the Subservicer shall be a Person organized and existing under
the laws of the United States of America or any State or the District of
Columbia, and, if the Subservicer is not surviving entity, shall expressly
assume, by an agreement supplemental hereto, executed and delivered to the
Trustee in form satisfactory to the Trustee, the performance of every covenant
and obligation of the Subservicer hereunder; and

                                       32
<PAGE>

     (b) the Subservicer has delivered to the Trustee an Officer's Certificate
and an Opinion of Counsel each stating that such consolidation, merger,
conveyance or transfer and such supplemental agreement comply with this Section
8.2 and that all conditions precedent herein provided for relating to such
transaction have been complied with.

     Section 8.3 Limitation on Liability of the Subservicer and Others.

     Except as provided in Section 8.4 with respect to the Trust and the
Trustee, neither the Subservicer nor any of the directors, officers, employees
or agents of the Subservicer shall be under any liability to the Trust, the
Trustee, the Certificateholders of any other Person for taking any action or for
refraining from taking any action in its capacity as Subservicer pursuant to
this Agreement, including its own negligence; provided, however, this provision
shall not protect the Subservicer or any director, officer, employee or agent of
the Subservicer against any liability which would otherwise be imposed by reason
of willful misfeasance, bad faith or gross negligence in the performance of
duties or by reason of its willful misconduct hereunder. The Subservicer and any
director, officer, employee or agent of the Subservicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Subservicer shall not be
under any obligation to appear in, prosecute or defend any legal action which is
not incidental to its duties to service the Insurance Settlements in accordance
with this Agreement and which in its reasonable opinion may involve it in any
expense or liability.

     Section 8.4 Subservicer's Indemnification of the Trust, Trustee, Master's
Servicer, and Successor Servicer.

     The Subservicer shall indemnify and hold harmless the Trust, Trustee,
Master Servicer, and Successor Servicer from and against any loss, liability,
expense, damage or injury suffered or sustained by reason of any acts, omissions
or alleged acts or omissions arising out of activities of the Trust, Trustee,
Master Servicer, or Successor Servicer pursuant to this Agreement including
those arising from acts or omissions of the Subservicer pursuant to this
Agreement or any agreement executed or delivered in connection herewith or in
any way relating to or arising out of the creation or administration of this
Trust or the transactions related thereto including, but not limited to any
judgment, award, settlement, reasonable attorneys' fees and other costs or
expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim; provided, however, that although the Subservicer
shall indemnify the Trust, Trustee, Master Servicer, or Successor Servicer if
such acts, omissions or alleged acts or omissions constitute ordinary
negligence, the Subservicer shall not indemnify the Trust, Trustee, Master
Servicer, or Successor Servicer if such acts, omissions or alleged acts or
omissions constitute willful misfeasance, bad faith or gross negligence by the
indemnified party; provided, further, the Subservicer shall not indemnify the
Trust, the Trustee, or any Certificateholders for any liabilities, costs or
expenses of the Trust with respect to any action taken by the Trustee at the
request of such Certificateholders; provided, further, the Subservicer shall not
indemnify the Trust or the Certificateholders as to any losses, claims or
damages incurred by any of them in their capacities as investors; and provided
further, the Subservicer shall not indemnify the Trust or the Certificateholders
with respect to any federal, state or local income or franchise taxes (or

                                       33
<PAGE>

any interest or penalties with respect thereto) required to be paid by the Trust
or the Certificateholders in connection herewith to any taxing authority, which
taxes shall be the sole obligation of the Trust or the Certificateholders. Any
indemnification hereunder shall only be from assets of the Subservicer. The
provisions of this indemnity shall run directly to and be enforceable by an
injured party, subject to the limitations hereof, and shall survive termination
of the Trust and the resignation or removal of the Trustee.

     Section 8.5 The Subservicer Not to Resign.

     The Subservicer shall not resign from its obligations and duties under this
Agreement, except upon determination that (a) the performance of its obligations
and duties hereunder is or becomes impermissible under applicable law and (b)
the Subservicer can take no reasonable action to make the performance of its
obligation and duties hereunder permissible under applicable law. Any such
determination permitting the resignation of the Subservicer shall be evidenced
by an Opinion of Counsel to such effect delivered to the Trustee. No such
resignation shall become effective until the Master Servicer shall have assumed
the responsibilities and obligations of the Subservicer in accordance with
Section 10.2 hereof.

     Section 8.6 Access to Certain Documentation and Information Regarding the
Insurance Settlements.

     The Subservicer shall afford the Trustee access to documentation regarding
the Insurance Settlements, including, but not limited to, the life insurance
policies, whenever the Trustee is required, in connection with the enforcement
of the rights of the Certificateholders or by applicable statutes or
regulations, to review such documentation. The Subservicer shall afford the
Trustee such access without charge but only (a) upon reasonable request, (b)
during normal business hours, (c) subject to the Subservicer's normal security
and confidentiality procedures and (d) at offices designated by the Subservicer.
Nothing in this Section 8.6 shall relieve Capital, the Trustee or the
Subservicer from their respective obligations to observe any applicable law
prohibiting disclosure of information regarding the insureds under the Insurance
Settlements, and the failure of the Subservicer to provide access as provided in
this Section 8.6 because applicable law prohibits disclosure of information
regarding the insureds under the Insurance Settlements shall not constitute a
breach of this Agreement.

     Section 8.7 Delegation of Duties.

     In the ordinary course of business, the Subservicer may at any time
delegate any duties hereunder to any Person who agrees to conduct such duties in
accordance with the provisions of this Agreement. Any such delegation shall not
relieve the Subservicer of its liability and responsibility with respect to such
duties and shall not constitute a resignation within the meaning of Section 8.5
hereof,

                                       34
<PAGE>

     Section 8.8 Examination of Records.

     The Subservicer shall clearly and unambiguously identify each Insurance
Settlements in its computer or other records to reflect that such Insurance
Settlements have been sold to Capital and assigned by Capital to the Trust
pursuant to this Agreement.

                                   ARTICLE IX
                                 PAY OUT EVENTS

     Section 9.1 Pay Out Events.

     Each of the following described events shall be a "Pay Out Event":

     (a) Capital or the Subservicer shall fail to make any withdrawal, deposit
or payment required by the terms of this Agreement on or before the date
occurring five (5) Business Days after the date such withdrawal, deposit or
payment is required to be made herein;

     (b) failure by Capital or the Subservicer duly to observe or perform in any
material respect any material covenants or agreements of Capital (other than
Capital's failure to make any withdrawal, deposit or payment as set forth in
Section 9.1(a)) or the Subservicer as set forth in this Agreement which
continues unremedied for a period of sixty (60) days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to Capital and the Subservicer by the Trustee or to Capital, the
Subservicer and the Trustee by the Holders of Certificates representing not less
than fifty-one percent (51%) of the principal amount of the Certificates then
outstanding;

     (c) any representation or warranty made by Capital or the Subservicer in
this Agreement or any information contained in a computer file, computer
printout or microfiche list required to be delivered by Capital pursuant to
Section 2.1 or 2.6 shall have been incorrect in any material respect when made
or when delivered, continues to be incorrect in any material respect for a
period of sixty (60) days after the date on which written notice of such failure
requiring the same to be remedied shall have been given to Capital and the
Subservicer by the Trustee, or to Capital, the Subservicer and the Trustee by
the Holders of Certificates representing not less than fifty-one percent (51%)
of the principal amount of the Certificates then outstanding, or if such failure
cannot be cured within such sixty (60) day period owing to causes beyond the
control of Capital or the Subservicer, as the case may be, if Capital or the
Subservicer shall fail to proceed promptly to cure the same and thereafter
prosecute the curing of such failure with continued diligence, and as a result
of such failure the interests of such Certificateholders are materially and
adversely affected;

     (d) Capital or the Subservicer shall: (i) become insolvent, (ii) fail to
pay its debts generally as they become due, (iii) voluntarily seek, consent to
or acquiesce in the benefit or benefits of any Debtor Relief Law, (iv) become a
party to (or be made the subject of) any proceeding provided for by any Debtor
Relief Law, other than as a creditor or claimant, and, in the event such
proceeding is involuntary, the petition instituting same is not dismissed within

                                       35
<PAGE>

ninety (90) days after its filing, or (v) become unable for any reason to assign
Insurance Settlements to the Trust in accordance with the provisions of this
Agreement;

     (e) the Trust or Capital shall become an "investment company" within the
meaning of the Investment Company Act of 1940, as amended;

     (f) any Subservicer Default shall occur which would have a material adverse
effect on the Certificateholders;

     (g) the balance of the funds available in the Liquidity Account is less
than five percent (5%) of the principal amount of the Certificates then
outstanding for a period of two (2) consecutive months; and

     (h) no Person is able to act as Successor Servicer;

In the case of the occurrence of any events described in subparagraphs (a), (b),
(c) or (f), after expiration of the applicable grace period set forth in such
subparagraphs or other relevant provisions hereof, either the Trustee or the
Holders of Certificates representing not less than fifty-one percent (51%) of
the principal amount of the Certificates then outstanding by written notice to
Capital, the Subservicer (and to the Trustee if given by the
Certificateholders), and the Trustee may declare that a Pay Out Event has
occurred as of the date of such notice. In the case of the occurrence of any of
the events described in subparagraphs (d), (e), or (g), a Pay Out Event shall
occur without any notice or other action on the part of the Trustee or the
Certificateholder, immediately as of the date of the occurrence of such event.

     Upon the occurrence of a Pay Out Event, the Amortization Period shall
commence and the Paying Agent shall make distributions in accordance with the
provisions of Sections 4.5(a) and (b).

     Section 9.2 Additional Rights Upon the Occurrence of Certain Events.

     (a) If Capital voluntarily seeks, consents to or acquiesces in the benefit
or benefits of any Debtor Relief Law or becomes party to (or is made the subject
of) any proceeding provided for by any Debtor Relief Law, other than as a
creditor or claimant, and, in the event such proceeding is involuntary, and the
petition instituting same is not dismissed within ninety (90) days after its
filing (a "Bankruptcy Event"), Capital shall on the date of such filing
immediately cease to transfer Insurance Settlements to the Trust and shall
promptly give written notice to the Trustee of such Bankruptcy Event. Within
fifteen (15) days after receipt by the Trustee of such notice the Trustee shall
(i) publish a notice in an Authorized Newspaper that a Bankruptcy Event has
occurred and that the Master Servicer intends to sell, dispose of or otherwise
liquidate the Insurance Settlements in a commercially reasonable manner and (ii)
send written notice to the Certificateholders describing the provisions of this
Section 9.2 and requesting instructions from the Certificateholders. No such
sale, disposition or liquidation, whether in whole or in part, of the Insurance
Settlements shall be consummated until and unless the Trustee shall have first
received written instructions as aforementioned, other written response or
affirmative refusal to provide a written response from Holders of Certificates

                                       36
<PAGE>


representing in excess of fifty-one percent (51%) of the principal amount of the
Certificates outstanding as of the date of written notice. The provisions of
Sections 9.1 and 9.2 shall not be deemed to be mutually exclusive.

     (b) The proceeds from the sale, disposition or liquidation of the Insurance
Settlements pursuant to Section 9.2(a) above shall be treated as Collections and
shall be allocated and deposited in accordance with the provisions of Article
IV. On the day following the Distribution Date on which such proceeds are
distributed to the Certificateholders, the Trust shall terminate.

                                    ARTICLE X
                              SUBSERVICER DEFAULTS

     Section 10.1 Subservicer Defaults

     The following events shall be a "Subservicer Default":

     (a) the Subservicer shall fail to provide any report required by Section
3.4 or to give instructions or notice to the Trustee pursuant to Section 4.4 on
or before the date occurring five Business Days after the date such report or
such instruction or notice is required to be given, as the case may be, under
the terms of this Agreement; or

     (b) the Subservicer shall fail to duly observe or perform in any material
respect any other covenants or agreements of the Subservicer set forth in this
Agreement and such failure has a material adverse effect on the
Certificateholders and continues unremedied for a period of thirty (30) days
after the date on which written notice of such failure requiring the same to be
remedied shall have been given to the Subservicer by the Trustee, or to the
Subservicer and the Trustee by the Holders of Certificates representing not less
than fifty-one percent (51%) of the principal amount of the Certificates then
outstanding; or

     (c) the Subservicer shall delegate its duties under this Agreement, except
as permitted by Section 8.7; or

     (d) any representation, warranty or certification made by the Subservicer
in this Agreement or in any certificate delivered pursuant to this Agreement
shall have been incorrect when made or when delivered, and continues to be
incorrect in any material respect for a period of thirty (30) days after the
date on which written notice of such failure requiring the same to be remedied
shall have been given to the Subservicer by the Trustee, or to the Subservicer
and the Trustee by the Holders of Certificates representing not less than
fifty-one percent (51%) of the principal amount of the Certificates then
outstanding, or if such failure cannot be cured within such thirty (30) day
period owing to causes beyond the control of the Subservicer, if Subservicer
shall fail to proceed promptly to cure the same and thereafter prosecute the
curing of such failure with continued diligence, and as a result of such failure
the interests of the Certificateholders are materially and adversely affected;
or

                                       37
<PAGE>

     (e) the Subservicer shall (i) become insolvent, (ii) fail to pay its debts
generally as they become due, (iii) voluntarily seek, consent to or acquiesce in
the benefit or benefits of any Debtor Relief Law, or (iv) become a party to (or
be made the subject of) any proceeding provided for by any Debtor Relief Law,
other than as a creditor or claimant, and, in the event such proceeding is
involuntary, the petition instituting same is not dismissed within ninety (90)
days after its filing.

Upon the occurrence of a Subservicer Default, so long as such Subservicer
Default shall not have been remedied, either the Trustee, or the Holders of
Certificates representing not less than fifty-one percent (51%) of the principal
amount of the Certificates then outstanding by written notice given to the
Subservicer (and to the Trustee if given by the Certificateholders) (a
"Termination Notice") may terminate all of the rights and obligations of the
Subservicer as Subservicer under this Agreement and in and to the Insurance
Settlements and the proceeds thereof. After the Subservicer's receipt of such
Termination Notice, on the date that the Master Servicer shall have appointed a
Successor Servicer pursuant to Section 10.2, all authority and power of the
Subservicer under this Agreement shall pass to and be vested in such Successor
Servicer, and, without limitation, the Master Servicer is hereby authorized and
empowered (upon the failure of the Subservicer to cooperate) to execute and
deliver, but shall have no obligation to execute and deliver, on behalf of the
Subservicer, as attorney-in-fact or otherwise, all documents and other
instruments and to do and accomplish all other acts or things necessary or
appropriate to effect the transfer of servicing rights, authority and power
under this Agreement. The Subservicer agrees to cooperate with the Master
Servicer and such Successor Servicer (a) in effecting the termination of the
responsibilities and rights of the Subservicer to conduct servicing hereunder,
including, without limitation, the transfer to such Successor Servicer of all
authority of the Subservicer to service the Insurance Settlements under this
Agreement, including, without limitation, all authority over all Collections
which shall on the date of transfer be held by the Subservicer for deposit or
which have been deposited by the Subservicer in the Insurance Settlements
Account or the Liquidity Account or which shall thereafter be received with
respect to the Insurance Settlements and (b) in assisting the Successor
Servicer. The Subservicer shall promptly transfer and deliver its electronic
records relating to the Insurance Settlements to the Successor Servicer in such
electronic form as the Successor Subservicer may reasonably request and shall
promptly transfer to the Successor Servicer in the manner and at such times as
the Successor Servicer shall reasonably request all other records,
correspondence and documents related to or necessary for the continued servicing
of the Insurance Settlements. To the extent that compliance with this Section
10.1 shall require the Subservicer to disclose to the Successor Servicer
information of any kind which the Subservicer reasonably deems to be
confidential, the Successor Subservicer shall be required to enter into such
customary licensing and confidentiality agreements as the Subservicer shall deem
necessary for the Subservicer's protection.

     Section 10.2 Master Servicer to Act; Appointment of Successor.

     (a) On and after the Subservicer's receipt of a Termination Notice, the
Subservicer shall continue to perform all servicing functions under this
Agreement until the date specified by the Trustee in the Termination Notice (or
otherwise in writing) or until a date

                                       38
<PAGE>

mutually agreed upon by the Subservicer and Trustee. Thereafter, the Master
Servicer shall automatically become the successor servicer (the "Successor
Servicer"). For so long as the Master Servicer Agreement dated on even date
herewith (the "Master Servicer Agreement"), in the form of Exhibit 10.2A, is in
full force and effect, the Master Servicer upon the resignation or termination
of the Subservicer shall become the Successor Servicer. In such event, the
Master Servicer shall receive a one time transfer of management fee in the
amount of One Hundred Thousand ($100,000.00) Dollars payable by the Trust. In
the event any provisions of the Master Servicer Agreement shall be inconsistent
with any provisions of this Pooling and Servicing Agreement, the provisions of
the Pooling and Servicing Agreement shall control. If the Master Servicer fails
to act or is unable to accept its appointment as Successor Servicer, the Master
Servicer may appoint a Successor Servicer satisfactory to Capital upon the terms
and conditions set forth in this Agreement, which shall accept its appointment
by a written assumption in a form acceptable to the Master Servicer, a copy of
which the Master Servicer shall deliver to Capital and the Trustee. If such
Successor Servicer has not accepted its appointment on the date when the
Subservicer ceases to perform as Subservicer, the Master Servicer may, at its
option, petition a court of competent jurisdiction to appoint any established
financial institution whose regular business includes the servicing of insurance
settlements similar to the Insurance Settlements serviced hereunder, to act as
the Successor Servicer. If the Master Servicer becomes the Successor Servicer,
it shall continue to have the rights, remedies, and protections of the Master
Servicer under Section 3.1(d). If the Master Servicer does not become the
Successor Servicer, the Master Servicer shall promptly turn over to the
Successor Servicer all records, reports, computer files and information relating
to the Insurance Settlements.

     (b) Upon its appointment, the Successor Servicer shall be the successor to
the Subservicer with respect to servicing functions under this Agreement and
shall perform all the Subservicer's responsibilities and duties and be subject
to all the Subservicer's liabilities (as limited by Section 8.3) under this
Agreement. Except as otherwise provided herein, all references in this Agreement
to the Subservicer shall be deemed to apply to the Successor Servicer; provided,
however, (i) the Subservicer shall not indemnify the Trust or the Trustee if the
acts, omissions or alleged acts or omissions upon which a claim for
indemnification arises pursuant to Section 8.4 constitute willful misfeasance,
bad faith or gross negligence by a Successor Servicer and (ii) the Subservicer
shall not pay or reimburse the Trustee pursuant to Section 11.6 for any expense,
disbursement or advance of the Trustee related to or arising as a result of the
negligence or bad faith of the Successor Servicer. The Successor Servicer shall
expressly be authorized, subject to Section 8.7, to delegate any of its duties
hereunder to any Person.

     (c) All authority and power granted to the Successor Servicer under this
Agreement shall automatically cease and terminate upon termination of the Trust
pursuant to Section 12.1 and shall pass to and be vested in Capital and, without
limitation, Capital is hereby authorized and empowered to execute and deliver,
on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all
documents and other instruments, and to do and accomplish all other acts or
things necessary or appropriate to effect the transfer of servicing rights,
authority and power under this Agreement. The Successor Servicer agrees to
cooperate with Capital (i) in effecting the termination of the responsibilities
and rights of the Successor Servicer to conduct

                                       39
<PAGE>

servicing on the Insurance Settlements, and (ii) in assisting Capital. The
Successor Servicer shall promptly transfer and deliver its electronic records
relating to the Insurance Settlements to Capital in such electronic form as
Capital may reasonably request and shall promptly transfer to Capital in the
manner and at such times as Capital shall reasonably request all other records,
correspondence and documents related to the Insurance Settlements or the
Successor Servicer's performance of its duties hereunder. To the extent that
compliance with this Section 10.2(d) shall require the Successor Servicer to
disclose to Capital information of any kind which the Successor Servicer deems
to be confidential, Capital shall be required to enter into such customary
licensing and confidentiality agreements as the Successor Servicer shall deem
necessary for the Successor Servicer's protection.

     Section 10.3 Notification to Certificateholders.

     Upon the occurrence of any Subservicer Default, the Subservicer shall give
prompt written notice thereof to the Trustee and Master Servicer, and the
Trustee shall give notice of the Subservicer Default to the Certificateholders.
Upon any termination of the Subservicer or appointment of a Successor Servicer
pursuant to this Article X, the Trustee shall give prompt written notice thereof
to Certificateholders.

     Section 10.4 Waiver of Past Defaults.

     The Holders of Certificates representing not less than fifty-one percent
(51%) of the principal amount of the Certificates then outstanding may, on
behalf of all Certificateholders waive any default by the Subservicer or Capital
in the performance of its obligations hereunder and its consequences, except a
default in the failure to make any required payments in accordance with Sections
4.6 and 5.1. Upon any such waiver of a past default, such default shall cease to
exist, and any default arising therefrom shall be deemed to have been remedied
for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereto except to the
extent expressly so waived.

                                   ARTICLE XI
                                    THE TRUST

     Section 11.1 Creation of the Trust.

     A trust is hereby and herein created by Capital as its originator. The name
of the Trust is " Insurance Settlements Funding Trust 2000." The initial res of
the Trust is One Hundred Dollars ($100.00) transferred to the Trustee, at the
time of execution of this Agreement, by Capital. The corpus of the Trust shall
also consist of the Insurance Settlements now existing or hereafter transferred
to the Trust from time to time in accordance herewith and all monies due or to
become due with respect thereto, all proceeds of the Insurance Settlements (as
the term, "proceeds," is defined in Section 9.306 of the UCC as in effect in any
state where the Subservicer's chief executive offices or books and records
relating to the Insurance Settlements are located), such funds as from time to
time are deposited in the Investor Accounts, and all of Capital's rights,
interests, remedies, powers and privileges with respect to the Insurance
Settlements under the Insurance Settlements Purchase Agreement. The Trustee
shall be The Bank of New York, or its successor in interest or any successor
trustee appointed as herein provided. The Trust's sole purpose is and shall be

                                       40
<PAGE>

to (i) acquire an irrevocable beneficial interest in the Insurance Settlements
from Capital with the proceeds from the public offering of the Certificates, and
(ii) perform such other functions, obligations and duties specified in this
Agreement. The duration of the Trust shall be until the earlier of the Scheduled
Trust Termination Date or the date of termination under Section 12.1. The
termination, dissolution and winding-up of the Trust shall be as described in
Section 12.1 hereof and as provided elsewhere in this Agreement.

     Section 11.2 Duties of Trustee.

     (a) The Trustee, prior to the occurrence of a Subservicer Default of which
a Responsible Officer of the Trustee has actual knowledge and after the curing
of all Subservicer Defaults which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.

     (b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
purport to conform to the requirements of this Agreement, provided, however,
that the Trustee shall not be responsible for the accuracy or content of any
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished by Capital, the Subservicer or the Master Servicer.

     (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own willful malfeasance, bad faith or gross
negligence; provided, however:

          (i) the Trustee shall not be liable for an error of judgment made in
     good faith by a Responsible Officer or Responsible Officers of the Trustee,
     unless it shall be proved that the Trustee was grossly negligent in
     ascertaining the pertinent facts;

          (ii) the Trustee shall not be liable with respect to any action taken,
     suffered or omitted to be taken by it in good faith in accordance with the
     direction of the Holders of Certificates representing not less than
     fifty-one percent (51%) of the principal amount of the Certificates then
     outstanding relating to the time, method and place of (1) conducting any
     proceeding for any remedy available to the Trustee or (2) exercising any
     trust or power conferred upon the Trustee, under this Agreement or any
     supplement hereto;

          (iii) the Trustee shall not be charged with knowledge of any breach of
     any representation or warranty by or any failure by the Subservicer or
     Master Servicer to comply with the obligations of Subservicer or Master
     Servicer hereunder, by Seller under the Insurance Settlements Purchase
     Agreement or of the occurrence of a breach, default, Subservicer Default,
     or Pay Out Event, and the Trustee may conclusively assume that no breach,
     default, Subservicer Default, or Pay Out Event has occurred unless a
     Responsible Officer of the Trustee obtains actual knowledge of such failure
     or the Trustee receives written notice of such failure or occurrence

                                       41
<PAGE>

     from the Subservicer or from Certificateholders representing no less
     than twenty-five percent (25%) of the principal amount of the Certificates
     then outstanding; and

          (iv) anything to the contrary notwithstanding, in no event shall the
     Trustee be liable for special, punitive, indirect, consequential or
     incidental loss or damage of any kind whatsoever (including but not limited
     to lost profits), even if the Trustee has been advised of the likelihood of
     such loss or damage.

     (d) The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if the Trustee
reasonably believes that the repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it. Nothing in this
Agreement shall in any event require the Trustee to perform, or be responsible
for the manner of performance of, any of the Subservicer's duties or obligations
under this Agreement.

     (e) Except for actions expressly authorized by this Agreement, the Trustee
shall take no action reasonably likely to impair the interests of the Trust in
any Insurance Settlement or to impair the value of any Insurance Settlement
acquired by Capital from Seller pursuant to the Insurance Settlements Purchase
Agreement.

     (f) In the event a Responsible Officer of the Trustee receives written
notice from the Subservicer or a Certificateholder that the Transfer Agent and
Registrar fails to perform any obligation, duty or agreement in the manner or on
the day required under this Agreement, the Trustee shall promptly perform such
obligation, duty or agreement in the manner required.

     Section 11.3 Certain Matters Affecting the Trustee.

     Except as otherwise provided in Section 11.2:

     (a) the Trustee may rely on and shall be protected in acting on, or in
refraining from acting, in accordance with any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to have been signed or
presented to it by the proper party or parties;

     (b) the Trustee may consult with counsel, and any advice or Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by protect it hereunder in accordance with
such advice or Opinion of Counsel and in good faith;

     (c) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Agreement or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of
any of the Certificateholders pursuant to the provisions of this Agreement
unless such Certificateholders shall have offered to the Trustee

                                       42
<PAGE>

security or indemnity against the costs, expenses and liabilities which the
Trustee may incur by acting in accordance with such request, order or direction;

     (d) the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement;

     (e) the Trustee shall not be bound to make any investigation into the facts
of matters stated or the accuracy of any information contained in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing so to do by Holders of Certificates representing not less
than twenty-five percent (25%) of the principal amount of the Certificates then
outstanding; provided, however, that if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Trustee, not assured
to the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require indemnity satisfactory to the Trustee against such
costs, expense or liability as a condition to taking any such action. The
reasonable expense of every such examination shall be paid by the Subservicer
or, if paid by the Trustee, shall be repaid by the Subservicer upon demand from
the Subservicer's own funds;

     (f) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or a custodian, and the Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent, attorney or custodian
appointed with due care;

     (g) except as may be required by Section 11.2(a), the Trustee shall not be
required to make any initial or periodic examination of any documents or records
related to the Insurance Settlements for the purpose of establishing the
presence or absence of defects, the purpose of establishing Capital's compliance
with its representations and warranties or for any other purpose;

     (h) the Trustee shall not be responsible for (i) determining or maintaining
the perfection of the security interests granted hereunder, (ii) the
calculations of amounts to be made hereunder, or (iii) collecting the Insurance
Settlements or depositing the Collections in the Lockbox Account;

     (i) Subject to the other provisions of this Agreement and without limiting
the generality of this Section 11.3, the Trustee shall have no duty (A) to see
to any recording, filing, or depositing of this Agreement or any agreement
referred to herein or any financing statement or continuation statement
evidencing a security interest, or to see to the maintenance of any such
recording or filing or depositing or to any rerecording, filing or redepositing
of any thereof, (B) to see to any insurance, (C) to see to the payment or
discharge of any tax, assessment, or other governmental charge or any lien or
encumbrance of any kind owing with respect to, assessed or levied against, any
part of the Trust other than from funds available in the Insurance Settlements
or Distribution Account, or (D) to confirm or verify the contents of any reports
or certificates of

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<PAGE>

the Subservicer delivered to the Trustee pursuant to this Agreement believed by
the Trustee to be genuine and to have been signed or presented by the proper
party or parties.

     (j) The right of the Trustee to perform any discretionary act enumerated in
this Agreement shall not be construed as a duty, and the Trustee shall not be
answerable for other than its gross negligence or willful misconduct in the
performance of such act; and

     (k) The Trustee shall not be required to give any bond or surety in respect
of the execution of the Trust created hereby or the powers granted hereunder.

     Section 11.4 Trustee Not Liable for Recitals in Certificates.

     The Trustee assumes no responsibility for the correctness of the recitals
contained herein and in the Certificates (other than the recitals, if any, in
the certificate of authentication on the Certificates). The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates (other than the certificate of authentication on the Certificates)
or of any Insurance Settlement or related document. The Trustee shall not be
accountable for Capital's use or application of any of the Certificates or of
the proceeds of such Certificates, or for the use or application of any funds
paid to Capital in respect of the Insurance Settlements or deposited in or
withdrawn from the Insurance Settlements Account or the Liquidity Account by the
Paying Agent.

     Section 11.5 Trustee May Own Certificates.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Certificates with the same rights as it would have if it were not the
Trustee.

     Section 11.6 Capital to Pay Trustee's Fees and Expenses.

     Capital covenants and agrees to pay or cause the Trust to pay to the
Trustee from time to time, and the Trustee shall be entitled to receive,
compensation (which shall not be limited by any provision of law concerning the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the Trust hereby created and in the exercise and performance
of any of the Trustee's powers and duties hereunder. Capital shall pay or cause
the Trust to pay or reimburse the Trustee upon its request (without
reimbursement from any Investor Account except as otherwise provided in this
Section 11.6) for all expenses, disbursements and advances incurred or made by
the Trustee in accordance with this Agreement or any agreement made in
connection herewith or in any way relating to or arising out of the creation of
this Trust or the transactions related thereto (including the reasonable fees
and expenses of its agents and counsel); provided, however, Capital shall have
no obligation to pay or reimburse the Trustee for any expense, disbursement or
advance relating to or arising out of the Trustee's willful misfeasance, bad
faith or gross negligence. If Capital fails or refuses to pay or cause the Trust
to pay such amounts, the Trustee shall be entitled to withdraw from the Investor
Accounts any amount to which it is entitled hereunder, including any interest
earned under Section 4.2(a) or (b). The obligations of Capital under this
Section 11.6 shall survive the termination of the Trust and the resignation or
removal of the Trustee.

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<PAGE>

     Section 11.7 Eligibility Requirements for Trustee.

     The Trustee hereunder shall at all times be a Person organized and doing
business under the laws of the United States of America or any state thereof,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least Ten Million and No/100 Dollars ($10,000,000.00)
and subject to supervision or examination by federal or state authority. If such
Person publishes reports of condition at least annually pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purpose of this Section 11.7 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent published report of condition. If at any time the Trustee
ceases to be eligible in accordance with the provisions of this Section 11.7,
the Trustee shall resign immediately in the manner and with the effect specified
in Section 11.8.

     Section 11.8 Resignation or Removal of Trustee.

     (a) The Trustee may resign at any time and be discharged from the Trust
hereby created by giving written notice thereof to Capital and the Subservicer.
Upon receiving the Trustee's notice of resignation, Capital shall promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted within thirty (30) days after the Trustee gives its notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

     (b) If at any time (i) the Trustee ceases to be eligible in accordance with
Section 11.7 and fails to resign after written request therefor by Capital, or
(ii) the Trustee is legally unable to act or is adjudged a bankrupt or
insolvent, or (iii) a receiver of the Trustee or of its property shall be
appointed, or (iv) any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then Capital may, but shall not be required to,
remove the Trustee and promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.

     (c) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 11.8 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 11.9. Any liability of the Trustee arising hereunder shall
survive such appointment of a successor trustee; provided, however, the Trustee
which has resigned or been removed shall not, be liable for the liabilities of
the successor trustee.

         Section 11.9 Successor Trustee.

     (a) Any successor trustee appointed as provided in Section 11.8 hereof
shall execute, acknowledge and deliver to Capital and to its predecessor Trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee shall become effective and
such successor trustee, without any further act, deed or conveyance,


                                       45
<PAGE>

shall become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with like effect as if originally named as Trustee
herein. Upon, receipt of any and all amounts owing to the Trustee hereunder, the
predecessor Trustee shall deliver to the successor trustee all documents and
statements held by it hereunder, and Capital and the predecessor Trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for full and certain vesting and confirming in the successor trustee
all such rights, powers, duties and obligations.

     (b) No successor trustee shall accept appointment as provided in this
Section 11.9 unless at that time such successor trustee is eligible under the
provisions of Section 11.7.

     (c) Upon acceptance of appointment, such successor trustee shall notify all
Certificateholders of its succession hereunder.

     Section 11.10 Merger or Consolidation of Trustee.

     Any Person into which the Trustee may be merged or converted or with which
it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
the corporate trust business of the Trustee shall be the successor of the
Trustee hereunder, provided such corporation shall be eligible under the
provisions of Section 11.7 hereof, without the execution or filing of any paper
of any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.

     Section 11.11 Appointment of Co-Trustee or Separate Trustee.

     (a) Notwithstanding anything to the contrary contained herein, for the
purpose of meeting the legal requirements of any jurisdiction in which any part
of the Trust may be located, the Trustee shall have the power and may execute
and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Trust, and to vest in such Person or Persons, in such capacity
and for the benefit of the Certificateholders, such title to the Trust, or any
part thereof, and, subject to the other provisions of this Section 11.11, such
powers, duties, obligations, rights and trusts as the Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
11.7, and no notice to Certificateholders of the appointment of any co-trustee
or separate trustee shall be required under Section 11.9 hereof.

     (b) Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

          (i) all rights, powers, duties and obligations conferred or imposed
     upon the Trustee shall be conferred or imposed upon and exercised or
     performed by the Trustee and such separate trustee or co-trustee jointly
     (it being understood that such separate trustee or co-trustee is not
     authorized to act separately without the Trustee joining in such act);
     except to the extent that if, under any laws of any jurisdiction in which
     any particular act or acts are to be performed (whether as Trustee
     hereunder or as successor to the Subservicer hereunder), the Trustee shall
     be

                                       46
<PAGE>

     deemed incompetent or unqualified to perform such act or acts, then in
     such event such rights, powers, duties and obligations (including the
     holding of title to the Trust or any portion thereof in any such
     jurisdiction) shall be exercised and performed singly by such separate
     trustee or co-trustee, but solely at the direction of the Trustee;

          (ii) no trustee hereunder shall be liable by reason of any act or
     omission of any other trustee hereunder; and

          (iii) the Trustee may at any time accept the resignation of or remove
     any separate trustee or co-trustee.

     (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees
as effectively as if to each of them. Every instrument appointing any separate
trustee or co-trustee shall refer to this Agreement and the conditions of this
Article XI. Each separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in is
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to
Capital and to the Subservicer.

     (d) Any separate trustee or co-trustee may at any time constitute the
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect to this
Agreement on behalf and in the name of the Trustee, if any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the necessity
of the appointment of a new or successor trustee.

         Section 11.12 Tax Returns.

     In the event the Trust shall be required to file tax returns, the
Subservicer, as soon as practicable after it is made aware of such requirement,
shall prepare or cause to be prepared such tax returns, and the Trustee is
authorized hereunder to sign any required tax returns and the Subservicer shall
file such returns at least ten (10) days before the mandatory filing date for
such returns; provided, however, the Trustee shall not be required to sign any
tax returns which it believes to be inaccurate or incomplete. The Subservicer
shall prepare or shall cause to be prepared all tax information for distribution
to the Certificateholders to the extent required by law and shall deliver such
information to the Trustee at least five (5) days prior to the mandatory
distribution date. In no event shall the Trustee or the Subservicer be liable
for any liabilities, costs or expenses of the Trust or the Certificateholders
arising under any tax law, including without limitation federal, state or local
income or excise taxes or any other tax imposed on or measured by income (or any
interest or penalty with respect thereto or arising from a failure to comply
therewith). Nothing in this Section 11.12 shall be construed as inconsistent
with the characterization of the Certificates as indebtedness of Capital, as set
forth in Section 3.7, for

                                       47
<PAGE>

purposes of federal, state and local income or franchise taxes and any other tax
imposed or measured by income.

     Section 11.13 Trustee May Enforce Claims Without Possession of
Certificates.

     The Trustee may prosecute and enforce all rights of action and claims under
this Agreement or the Certificates without the possession or production of any
of the Certificates, and the Trustee may bring any proceeding in its own name as
Trustee. After provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, any
recovery of judgment shall be for the ratable benefit of the Certificateholders
in respect of which the Trustee obtained such judgment.

     Section 11.14 Suits for Enforcement.

     Subject to Section 10.1, if a Subservicer Default shall occur and be
continuing, the Trustee may, in its discretion, proceed to protect and enforce
its rights and the rights of the Certificateholders under this Agreement by a
suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee or the Certificateholders.

     Section 11.15 Rights of Certificateholders to Direct Trustee.

     Holders of Certificates representing not less than fifty-one percent (51%)
of the principal amount of the Certificates then outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee; provided, however, subject to Section 11.2, the Trustee shall have
the right to decline to follow any such direction if the Trustee upon advice of
counsel determines that it may not lawfully take the action so directed, that
the proceedings so directed are illegal or may involve it in personal liability
(unless indemnified to Trustee's satisfaction) or unduly prejudice the rights of
Certificateholders not parties to such direction; and provided further, nothing
in this Agreement shall impair the right of the Trustee to take any action
deemed proper by the Trustee and which is not inconsistent with such direction.

     Section 11.16 Representations and Warranties of Trustee.

     The Trustee represents and warrants that:

     (a) The Trustee is a New York corporation and in good standing under the
laws of the State of New York;

     (b) The Trustee has full power, authority and right to execute, deliver and
perform this Agreement and has taken all necessary action to authorize its
execution, delivery and performance of this Agreement; and

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<PAGE>

     (c) This Agreement has been duly executed and delivered by the Trustee.

     Section 11.17 Maintenance of Office or Agency.

     The Trustee shall maintain at its expense in the City of New York, NY, an
office or offices or agency or agencies for service of notices and demands to or
upon the Trustee with respect to the Certificates and this Agreement. The
Trustee initially appoints the Corporate Trust Office as its office, which is
located at 101 Barclay Street, 12-E, New York, New York 10286. This office shall
be the Transfer Agent's office for so long as the Trustee serves as the Transfer
Agent and Registrar. The Trustee shall give prompt written notice to the
Subservicer and to Certificateholders of any change in the location of the
Certificate register or any such office or agency.

     Section 11.18 Requests for Agreement.

     Any Certificateholder may obtain a copy of this Agreement at the expense of
Capital by written request to the Trustee addressed to the Corporate Trust
Office.

                                   ARTICLE XII
                                   TERMINATION

     Section 12.1 Termination of Trust.

     (a) The respective duties, obligations and responsibilities of Capital,
the Subservicer, the Master Servicer and the Trustee under this Agreement shall
terminate, except with respect to the duties described in Article XII, and the
Trust shall terminate upon the earlier of (i) the day designated by Capital, if
any, after the final Distribution Date as set forth in Section 10.2 or Section
12.2 ("Final Trust Termination Date"), (ii) the final Distribution Date after
the occurrence of a Pay Out Event under Section 9.1, or (iii) subject to Section
12.1(b) below, the Scheduled Trust Termination Date.

     (b) If, on the Transfer Date in the month immediately preceding the month
in which the Scheduled Trust Termination Date occurs after giving effect to all
withdrawals, deposits and payments to occur on such date and the payment of
Certificate Principal on the related Distribution Date pursuant to Section 4.5,
the Certificate Principal would exceed zero, the Subservicer shall sell within
thirty (30) days of such Transfer Date enough Insurance Settlements to bring the
Certificate Principal amount then owing to zero. The proceeds of such sale shall
be treated as Collections on the Insurance Settlements and shall be allocated
and deposited in accordance with Section 4.3(a). During such thirty (30) day
period, the Subservicer shall continue to collect Collections on the Insurance
Settlements and allocate and deposit such payments in accordance with the
provisions of Section 4.3(a).

     Section 12.2 Optional Repurchase of Certificates and Final Maturity Date of
Certificates.

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<PAGE>

     (a) At any time after five (5) years from the Closing Date of Tranche I and
Tranche II, respectively, Capital shall have the option to purchase all
outstanding Certificates by depositing into the Distribution Account, on the
Transfer Date preceding the Distribution Date immediately following the five (5)
years after the respective Closing Date, an amount equal to the Certificate
Principal together with the amount of interest accrued thereon at the applicable
Certificate Rate as of the and of the month preceding the Distribution Date for
such repurchase less amounts on deposit on such date in the Investor Accounts,
plus all monies owing to the Trustee.

     (b) All Certificate Principal shall be due and payable no later than the
Final Maturity Date, together with all Certificate Interest accrued and unpaid
as of the end of the month preceding the final Distribution Date as described in
Section 12.3.

     (c) The Paying Agent shall pay to the Certificateholders the amounts
pursuant to Sections 12.2(a) and 12.2(b) in the manner provided in Section 12.3.

     Section 12.3 Final Distributions.

     (a) The Subservicer shall give written notice to the Trustee at least two
(2) days' prior to the dates described in Section 12.1, and, upon receipt, the
Trustee shall give written notice (the "Trustee's Termination Notice") to the
Certificateholders, the Paying Agent and the Transfer Agent and Registrar of any
termination of the Trust, specifying the Distribution Date upon which the
Certificateholders may present and surrender their Certificates for payment of
the final distribution and cancellation of the Certificates, not later than the
fifth (5th) day of the month of such final distribution specifying (i) the
Distribution Date (which shall be the Distribution Date in the month in which
the deposit is made pursuant to Section 12.1 or 12.2(a) for final payment of the
Certificates upon presentation and surrender of the Certificates at the office
or offices designated in such notice, (ii) the amount of any such final payment,
and (iii) the inapplicability of the Record Date otherwise applicable to such
Distribution Date, payments being made only upon presentation and surrender of
the Certificates at the office or offices designated in such notice. The
Subservicer's notice of termination of the Trust shall include an Officer's
Certificate setting forth the information specified in Section 3.5 for the
period during the then current calendar year through the date of the
Subservicer's notice.

     (b) Notwithstanding the termination of the Trust all funds on deposit in
the Distribution Account, in the case of a termination of the Trust pursuant to
Section 12.1, shall continue to be held in trust for the benefit of the
Certificateholders, and the Paying Agent or the Trustee shall remit such funds
to the appropriate Certificateholders upon presentation and surrender of their
Certificates. In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six (6) months after the
date specified in the Trustee's Termination Notice, the Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive their respective final distributions.
If within one (1) year after the date of second notice all the Certificates
shall not have been surrendered for cancellation, the Trustee shall transfer all
remaining funds and any Insurance Settlements remaining in its possession to
Capital and Capital may take appropriate

                                       50
<PAGE>


steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds transferred to Capital and held for
the benefit of such Certificateholders. Upon such transfer, the Trustee shall
have no further obligations or liabilities hereunder.

         (c) On the Final Distribution Date, the Trustee shall pay to Capital
all funds in the Liquidity Account not required to be used or held for the
payment of Trustee's Fees, Master Servicer's Fees, Certificate Interest, and
Certificate Principal, and the Trustee shall execute any document or instrument
required for Capital's withdrawal of the funds in the Liquidity Account for the
benefit of Capital.

     Section 12.4 Capital's Termination Rights.

     Upon the termination of the Trust pursuant to Section 12.1, the Trustee
shall return to Capital (without recourse, representation or warranty) all
right, title and interest of the Trust in, to and under the Insurance
Settlements and all monies due or to become due with respect thereto (including
all accrued interest), except for amounts held by the Trustee pursuant to
Section 12.3(b), and all amounts remaining in the Liquidity Account after
payment of full amounts due an the Certificates and due the Trustee. Upon
payment of its fees and expenses, the Trustee shall execute and deliver such
instruments of transfer, in each case without recourse, as Capital shall
reasonably request to vest in Capital all the Trust's right, title and interest
in the Insurance Settlements.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

     Section 13.1 Amendment.

     (a) The parties hereto may amend this Agreement from time to time without
the consent of any of the Certificateholders to cure any ambiguity, to correct
or supplement any provisions which may be inconsistent with any other
provisions, or to add any other provisions not inconsistent with the existing
provisions of this Agreement and relating to matters or questions arising under
this Agreement, upon the condition that no such amendment action shall adversely
affect in any material respect the interests of the Certificateholders, as
evidenced by an Opinion of Counsel. The Trustee may, but shall not be obligated
to, enter into any amendment of this Agreement which affects the Trustee's
rights, duties or immunities under this Agreement or otherwise. Any Assignments
regarding the transfer of Insurance Settlements to the Trust executed in
accordance with the provisions hereof shall not be considered amendments to this
Agreement.

     (b) The parties hereto may amend this Agreement from time to time with the
consent of the Holders of Certificates representing not less than sixty-six and
two-thirds percent (66-2/3%) of the principal amount of the Certificates then
outstanding, for the purpose of adding any provisions to, changing in any manner
or eliminating any of the provisions of this Agreement or modifying in any
manner the rights of the Certificateholders; provided, however, no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
required

                                       51

<PAGE>

distributions with respect to any Certificate without the consent of
the Holder of the Certificate or (ii) reduce the aforesaid percentage required
to consent to any such amendment, without the consent of each Certificateholder.

     (c) Promptly after the execution of any such amendment or consent the
Trustee shall furnish written notification of the substance of such amendment to
each Certificateholder.

     (d) The consent of Certificateholders to the particular form of any
proposed amendment shall not be necessary, but such consent shall be sufficient
if it approves the substance of the amendment. The manner of obtaining such
consents and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the
Trustee may prescribe.

     (e) Prior to consenting to any amendment pursuant to this Section 13.1, the
Trustee shall be entitled to receive an opinion of counsel (not at its expense)
stating that the amendment is authorized and permitted pursuant to this
Agreement.

     Section 13.2 Protection of Right, Title and Interest to Trust.

     (a) The Subservicer shall clause this Agreement, all amendments hereto and
any other necessary documents covering the Certificateholders' and the Trustee's
right, title and interest to the Trust promptly to be recorded, registered and
filed, and at all times to be kept recorded, registered and filed, all in such
manner and in such places as required by law fully to preserve and protect such
rights, titles and interests. The Subservicer shall immediately deliver to the
Trustee file-stamped copies of, or filing receipts for, any document recorded,
registered or filed as provided above. Capital shall cooperate fully with the
Subservicer in connection with the obligations set forth above and will execute
any and all documents reasonably required to fulfill the intent of this Section
13.2(a).

     (b) Capital and the Subservicer will each give the Trustee prompt written
notice of any relocation of any office from which it services Insurance
Settlements, keeps records concerning the Insurance Settlements, or maintains
its principal executive office. Capital and the Subservicer will each at all
times maintain within the United States of America each office from which it
services Insurance Settlements and its principal executive office.

     (c) The Subservicer will deliver to the Trustee (i) upon the execution and
delivery of each amendment of Articles I, II, III or IV of this Agreement other
than an amendment pursuant to Section 13.1(a), an Opinion of Counsel
substantially in the form of Exhibit 13.2A, and (ii) on or before April 15th of
each year, beginning with April 15, 2001, an Opinion of Counsel, dated as of a
date during the preceding ninety (90) day period, substantially in the form of
Exhibit 13.2B.

     Section 13.3 Limitation on Rights of Certificateholders.

     (a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, nor shall such death or incapacity
entitle such Certificateholder's legal

                                       52
<PAGE>

representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.

     (b) No Certificateholder shall have any right to vote (except as set forth
in Section 13.1) or in any manner otherwise control the operation and management
of the Trust or the obligations of the parties hereto. Nothing set forth in this
Agreement or contained in the terms of the Certificates shall be construed so as
to constitute the Certificateholders from time to time as partners or members of
an association. No Certificateholder shall have any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.

     (c) No Certificateholder shall have any right by virtue of any provisions
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such
Certificateholder previously shall have given to the Trustee, and unless the
Holders of Certificates representing not less than fifty-one percent (51%) of
the principal amount of the Certificates then outstanding shall have made,
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty (60) days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more
Certificateholder shall have the right in any manner whatever by virtue or by
availing itself or themselves of any provisions of this Agreement to affect,
disturb or prejudice the rights of the Certificateholders with respect to the
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Certificateholder, or to enforce any right under this Agreement,
except in the manner herein provided and for the equal, ratable and common
benefit of all Certificateholders. For the protection and enforcement of the
provisions of this Section 13.3, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

     Section 13.4 GOVERNING LAW.

     THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

     Section 13.5 Notices.

     All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given upon receipt if personally delivered to
the addresses set forth herein or upon deposit in the mail by certified mail,
return receipt requested, to (a) in the case of Capital, 650 E. Carmel Drive,
Suite 150, Carmel, Indiana 46032, (b) in the case of the

                                       53
<PAGE>

Subservicer, 650 E. Carmel Drive, Suite 150, Carmel, Indiana 46032, (c) in the
case of the Trustee, to the Corporate Trust Office, (d) in the case of the
Seller, to 650 E. Carmel Drive, Suite 150, Carmel, Indiana 46032, Attention:
Thomas J. LaRussa, and (e) in the case of the Master Servicer, 21st Holdings,
LLC, IDS Center, Suite 1650, 80 S. 8th Street, Minneapolis, MN 55402, Attention:
Robert Simon; or, as to each party, at such other address as shall be designated
by such party in a written notice to each other party. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Certificateholder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given upon deposit in
the mail, whether or not the Certificateholder receives such notice.

     Section 13.6 Severability of Provisions.

     If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall for any reason whatsoever be held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or rights of the Certificateholders thereof.

     Section 13.7 Assignment.

     Notwithstanding anything to the contrary contained herein, except as
provided in Section 8.2, this Agreement may not be assigned by the Subservicer
without the prior consent of Holders of Certificates representing not less than
sixty-six and two-thirds percent (66-2/3%) of the Certificate Principal.

     Section 13.8 Certificates Nonassessable and Fully Paid.

     It is the intention of the parties to this Agreement that the
Certificateholders shall not be personally liable for obligations of the Trust,
that the interests represented by the Certificates shall be nonassessable for
any losses or expenses of the Trust or for any reason whatsoever, and that
Certificates upon authentication thereof by the Trustee pursuant to Sections 2.7
and 6.2 are and shall be deemed fully paid for by the Certificateholders (but no
representations shall be deemed to have been made by the Trustee that they have
been fully paid).

     Section 13.9 Further Assurances.

     Capital and the Subservicer agree to do and perform, from time to time, any
and all acts and to execute any and all further instruments required or
reasonably requested by the Trustee more fully to effect the purposes of this
Agreement.

     Section 13.10 No Waiver; Cumulative Remedies.

     No failure to exercise and no delay in exercising by the Trustee or the
Certificateholders of any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any

                                       54
<PAGE>

other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges herein provided
are cumulative and not exhaustive of any rights, remedies, powers and privileges
provided by law.

     Section 13.11 Third-Party Beneficiaries.

     This Agreement will inure to the benefit of and be binding upon the parties
hereto, the Certificateholders and their respective successors and permitted
assigns. Except as otherwise provided in this Article XIII and Section 8.4, no
other person will have any right or obligation hereunder.

     Section 13.12 Actions by Certificateholders.

     (a) Wherever in this Agreement a provision is made that an action may be
taken or a notice, demand or instruction given by Certificateholders, such
action, notice or instruction may be taken or given by any Certificateholder,
unless such provision requires a specific percentage of Certificateholders.

     (b) Any request, demand, authorization, direction, notice, consent, waiver
or other act by a Certificateholder shall bind such Certificateholder and every
subsequent Holder of such Certificate issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done
or omitted to be done by the Trustee, Capital or the Subservicer in reliance
thereon, whether or not notation of such action is made upon such Certificate.

     Section 13.13 Merger and Integration.

     Except as specifically stated otherwise herein, this Agreement and the
agreements executed pursuant hereto set forth the entire understanding of the
parties with respect to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived or supplemented except as provided herein.

     Section 13.14 Headings.

     The headings herein are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof.

     Section 13.15 Tax Treatment.

     Capital has structured this Agreement and the Certificates to facilitate a
secured, credit-enhanced financing on favorable terms with the intention that
the Certificates will constitute indebtedness of Capital for federal income and
state and local tax purposes; and Capital and each Certificateholder by
acceptance of its Certificate agrees to recognize and report the Certificates as
indebtedness of Capital for purposes of federal, state and local income or
franchise taxes

                                       55
<PAGE>

and any other tax imposed on or measured by income, and to report all receipts
and payments relating thereto in a manner that is consistent with such
characterization.

     Section 13.16 Counterparts.

     This Agreement may be executed in two or more counterparts (and by
different parties on separate counterparts), each of which shall be an original,
but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, Capital, United, 21st Services and the Trustee have
caused this Agreement to be duly executed by their respective officers as of the
day and first year above written.

                                        CAPITAL:


                                        CAPITAL RESOURCE GROUP ONE, LLC,
                                        a Delaware corporation


                                        By:
                                           -------------------------------------

                                        Printed Name:
                                                     ---------------------------

                                        Title:
                                              ----------------------------------



                                        TRUSTEE:

                                        THE BANK OF NEW YORK



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


                                        By:
                                           -------------------------------------
                                           Trustee of INSURANCE SETTLEMENTS
                                           FUNDING TRUST 2000


                                        Printed Name:
                                                     ---------------------------

                                        Title:
                                              ----------------------------------



                                       56
<PAGE>


                                        MASTER SERVICER:

                                        21ST HOLDINGS, LLC, a national insurance
                                        services organization


                                        By:
                                           -------------------------------------

                                        Printed Name:
                                                     ---------------------------

                                        Title:
                                              ----------------------------------


                                        SUBSERVICER/SELLER:

                                        UNITED FUNDS, LLC, a Delaware
                                        corporation


                                        By:
                                           -------------------------------------

                                        Printed Name:
                                                     ---------------------------

                                        Title:
                                              ----------------------------------


                                       57

<PAGE>
                                   EXHIBIT 5.2

                Form of Semi-Annual Certificateholders' Statement

     Under the Pooling and Servicing Agreement dated as of ________, 2000 by and
among Capital Resource Group One, LLC ("Capital"), 21st Holdings, LLC, as Master
Servicer (the "Master Servicer"), The Bank of New York, as trustee (the
"Trustee" thereunder), and United Funds, LLC ("Seller" and "Subservicer"
thereunder), the Subservicer is required to prepare, on each Distribution Date,
a Semi-Annual Certificateholders' Statement which shall contain certain
information regarding current distributions to Certificateholders and the
performance of the Trust during the previous six months, as more fully described
in Section 5.2 of the Pooling and Servicing Agreement. The information which is
required to be prepared with respect to the distributions of Certificate
Interest and Certificate Principal and with respect to the performance of the
Trust during the six months ended December 31, 2000 is set forth below. As
indicated, certain of the information is presented on the basis of an original
principal amount of One Thousand and No/100 Dollars ($1,000.00) per Certificate.
As further indicated, certain other information is presented based on the
aggregate amounts for the Trust as a whole. Capitalized terms used in this
Certificate have their respective meanings set forth in the Pooling and
Servicing Agreement.

     A.   Information Regarding the Current Semi-Annual Distribution (Stated on
          the Basis of $1,000 Original Principal Amount Per Certificate).

          1.   The total amount of the distribution to
               Certificateholders on _______, 2000, on the
               basis of an original principal amount of One
               Thousand and No/100 Dollars ($1,000.00) per
               Certificate                                         $------------

          2.   The amount of the distribution set forth in
               paragraph 1 above allocable to Certificate
               Principal on the basis of an original
               principal amount of One Thousand and No/100
               Dollars ($1,000.00) per Certificate:                $------------

          3.   The amount of the distribution set forth in
               paragraph 1 allocable to Certificate Interest
               on the basis of an original principal amount
               of One Thousand and No/100 Dollars
               ($1,000.00) per Certificate:                        $------------


<PAGE>


     B.   Information Regarding the Performance of the Trust

          1.   Collections of Insurance Settlements.

               The aggregate amount of Collections
               attributable to Insurance Settlements
               processed during the preceding six months:          $------------

          2.   Insurance Settlements in the Trust.

               The aggregate outstanding balance of
               Insurance Settlements in the Trust as of the
               last day of the preceding month:                    $------------

          3.   Monthly Subservicing Fee.

               The amount of the Monthly Subservicing Fee
               payable by the Trust to the Subservicer for
               the preceding six months:                           $------------

          4.   Liquidity Account.

               (a)  The aggregate amount of funds deposited
                    in the Liquidity Account as of the
                    current Distribution Date:                     $------------

               (b)  The Minimum Liquidity Account Amount as
                    of the current Distribution Date after
                    giving effect to any payment of
                    Certificate Interest and Certificate
                    Principal:                                     $------------

          5.   Trustee.

               (a)  The amount of Trustee's Fee for the
                    preceding six months:                          $------------


                                       (2)

<PAGE>


               (b)  The expenses of the Trustee for the
                    preceding six months:                          $------------

          6.   Master Servicer.

               The amount of Master Servicer's Fee for the
               preceding six months:                               $------------



                                             By:
                                                 -------------------------------
                                                 Title:

                                              of United Funds, LLC, Subservicer


                                       (3)

<PAGE>


                                  EXHIBIT 6.1A

                               FORM OF CERTIFICATE

                              (Face of Certificate]

                    INSURANCE SETTLEMENTS FUNDING TRUST 2000
                         [ ]% Asset Backed Certificates

             Evidencing an undivided fractional interest in a trust,
                   the property of which includes a portfolio
                            of insurance settlements

                         CAPITAL RESOURCE GROUP ONE, LLC
                      a Delaware limited liability company

             (This Certificate does not represent an interest in or
                  obligation of Capital Resource Group One, LLC
                            or any affiliate thereof)

                                                               $________________
No. _____________                                   Principal Certificate Amount


     This certifies that ______________________________ is the registered owner
of a nonassessable, fully paid, fractional undivided interest in the Insurance
Settlements Funding Trust 2000 (the "Trust"). The Trust has been created
pursuant to the Pooling and Servicing Agreement (the "Agreement") dated as of
____________, 2000, among CAPITAL RESOURCE GROUP ONE, LLC ("Capital"), 21ST
HOLDINGS, LLC, as the Master Servicer (the "Master Servicer"), THE BANK OF NEW
YORK, as the trustee (the "Trustee") of the Trust and UNITED FUNDS, LLC, a
Delaware limited liability company (the "Subservicer"). The assets of the Trust
consist of (i) a pool of Insurance Settlements which shall consist of amounts
payable by insurance companies upon the death of the insured and related
documentation and files, (ii) monies due or to become due with respect to the
Insurance Settlements, (iii) all of Capital's rights, remedies, powers and
privileges with respect to the Insurance Settlements under that certain
Insurance Settlements Purchase Agreement, and (iv) monies on deposit in the
Lockbox, Insurance Settlements, Distribution and Liquidity Accounts of the
Trust.

     To the extent not defined herein, capitalized terms used herein have the
meanings assigned thereto in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the holder of this Certificate by virtue of the acceptance hereof
assents and by which such holder is bound.

     Subject to the terms and conditions of the Agreement (including the
availability of funds for semi-annual distributions), and until the obligations
created by the Agreement shall have terminated in accordance therewith, the
Trustee shall distribute to the Certificateholders on



<PAGE>


the fifteenth (15th) day of each six month period (beginning the month after the
month in which the first Closing Date occurs) or, if such fifteenth (15th) day
is not a Business Day, the next succeeding Business Day (the "Distribution
Date"), commencing on ____________ 15, 2000, to the person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), the Certificate Interest and Certificate Principal (each as determined
in accordance with the Agreement), but only from funds distributed from the
Insurance Settlements Account and, if necessary, from the Liquidity Account on
such Distribution Date.

     If a Subservicer Default has occurred and is continuing with respect to the
Subservicer, either the Trustee or Holders of Certificates representing in
excess of fifty-one percent (51%) of the principal amount of the Certificates
then outstanding, by notice in writing to the Subservicer, may terminate all of
the rights and obligations of the Subservicer. Upon such termination, the Master
Servicer shall, subject to the (terms and conditions of the Agreement), become
the Successor Servicer.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for information with respect to the interests, rights,
benefits, obligations, procedures and duties evidenced hereby. Copies of the
Agreement and all amendments thereto will be provided to any Certificateholder
free of charge to the Certificateholder upon a written request to the Trustee,
at its principal Corporate Trust Office, 101 Barclay Street, 12-E, New York, New
York 10286. Reference is also hereby made to the reverse of this Certificate.

     IN WITNESS WHEREOF, Capital has caused this Certificate to be duly executed
as of the date of its authentication as set forth below.


                                             CAPITAL RESOURCE GROUP ONE, LLC


                                             By: _______________________________
[Seal]                                           Title:

Attest:

By: ________________________
    Title:


<PAGE>


                    CERTIFICATE OF AUTHENTICATION OF TRUSTEE

     Pursuant to Article VI of the Pooling and Servicing Agreement, The Bank of
New York, as Trustee of Insurance Settlements Funding Trust 2000 (the "Trust"),
hereby causes this Certificate to be authenticated as of the ___ day ___________
of 2000 as evidenced by the manual signature of its duly authorized signatory
below.


The Bank of New York
as the Trustee


By: ________________________________
    As Authenticating Agent
    for the Trustee


By: ________________________________
    Authorized Officer


<PAGE>


                            [Reverse of Certificate]


     It is the intent of Capital and the Certificateholders that for federal and
state income and franchise tax purposes only, the Certificates will constitute
evidence of indebtedness of Capital. Capital and the Certificateholder, by the
acceptance of this Certificate, agree to treat this Certificate for federal and
state income and franchise tax purposes as indebtedness of Capital secured by
the Insurance Settlements and other assets held in the Trust.

     To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement, as amended from time to time, the Certificateholder by virtue of the
acceptance hereof, assents and by which the Certificateholder is bound.

     This Certificate is one of a series of Certificates entitled "Insurance
Settlements Funding Trust 2000, [ ]% Asset Backed Certificates" or "Insurance
Settlements Funding Trust 2000, [ ]% Asset Backed Certificates" (the
"Certificates"), each of which represents a fractional undivided interest in the
Trust including the right to receive the Collections and other amounts at the
times and in the amounts specified in the Agreement to be deposited in the
Investor Accounts or paid to the Certificateholders. The aggregate interest
represented by the Certificates in the Insurance Settlements in the Trust shall
at any time equal one hundred percent (100%).

     During the Acquisition Period, which begins on the date of issuance of this
Certificate, and the Amortization Period, Certificate interest at the rate
specified above will be distributed on the fifteenth (15th) day of each calendar
six-month period with respect to interest accrued during the preceding six
months, commencing in the month following the month of issuance of this
Certificate, or if such fifteenth (15th) day is not a Business Day, on the next
succeeding Business Day (a "Distribution Date") to the Certificateholder of
record as of the last Business Day of the month preceding the related
Distribution Date (the "Record Date"). After the Final Maturity Date, which is
scheduled to begin on ______________, 2008, except in certain limited
circumstances as forth in the Agreement, Certificate Principal, in accordance
with the Agreement, collected by the Subservicer will be distributed to the
Certificateholder on the Distribution Date following the Final Maturity Date.

     The amount to be distributed on each Distribution Date to the holder of
this Certificate will be equal to the pro rata share evidenced by this
Certificate of amounts on deposit in the Insurance Settlements Account as are
payable to the Certificateholders an such Distribution Date. Distributions with
respect to this Certificate will be made by the Trustee by check mailed to the
address of the Certificateholder of record appearing in the Certificate Register
(except for the final distribution with respect to this Certificate) without the
presentation or surrender of this Certificate or the making of any notation
thereon.


<PAGE>


     This Certificate does not represent an obligation of, or an interest in,
Capital or the Subservicer. This Certificate is limited in right of payment to
certain Collections respecting the Insurance Settlements, all as more
specifically set forth hereinabove and in the Agreement.

     The Agreement permits, with certain exceptions, the amendment thereof and
the modification of the rights and obligations of Capital, the Subservicer and
the rights of Certificateholder under the Agreement at any time by the Master
Servicer, Subservicer, Capital and the Trustee in certain cases without the
consent of the Certificateholders and in all other cases with the consent of the
Holders of Certificates representing not less than sixty-six and two-thirds
percent (66-2/3%) of the principal amount of Certificates then outstanding;
provided, however, that no such amendment shall (a) reduce in any manner the
amount of, or delay the timing of distributions which are required to be made on
any Certificate or (b) reduce the aforesaid percentage required to consent to
any such amendment, without the consent of each Certificateholder then of
record. Any such amendment and any such consent by this Certificateholder shall
be conclusive and binding on such Certificateholder and upon all future Holders
of this Certificate and of any Certificate issued in exchange hereof or in lieu
hereof whether or not notation thereof is made upon this Certificate.

     The transfer of this Certificate shall be registered in the Certificate
Register upon surrender of this Certificate for registration of transfer at any
office or agency maintained by the Trustee (who shall also act as the Transfer
Agent and Registrar) accompanied by a written instrument of transfer in a form
satisfactory to the Trustee, duly executed by the Certificateholder or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of authorized denominations and for the same aggregate
principal amount will be issued to the designated transferee or transferees.

     As provided in the Agreement and subject to certain limitations therein set
forth, Certificates are exchangeable for new Certificates evidencing like
aggregate principal amounts, as requested by the Certificateholders surrendering
such Certificates. No service charge may be imposed for any such exchange to the
Certificateholder, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with such exchange.

     The Trustee and any of its agents may treat the person in whose name this
Certificate is registered as the owner of this Certificate for all purposes, and
neither the Trust, Trustee, nor any agent of any of them shall be affected by
notice to the contrary except in certain circumstances described in the
Agreement.

     Subject to certain conditions in the Agreement, if the principal of the
Certificates has not been paid in full prior to _______________, 2008, the
obligations created by the Agreement and the Trust shall terminate on the last
business day in _____________________.


                                      (2)
<PAGE>


                                  EXHIBIT 3.4C

                  Form of Semi-Annual Subservicer's Certificate

     Pursuant to the Pooling and Servicing Agreement dated as of __________,
2000 (the "Pooling and Servicing Agreement") by and among Capital Resource Group
One, LLC ("Capital"), 21st Holdings, LLC, as Master Servicer (the "Master
Servicer" or "21st Services"), The Bank of New York, as trustee (the "Trustee"),
and United Funds, LLC ("United"), as the Subservicer, the undersigned, a duly
authorized representative of the Subservicer, does hereby certify as follows:

          1. Capitalized terms used in this Certificate have
     their respective meanings set forth in the Pooling and
     Servicing Agreement.

          2. This Certificate is delivered pursuant to
     Section 3.4(c) of the Pooling and Servicing Agreement.

          3. United is the Subservicer appointed to perform
     the obligations of the Subservicer under the Pooling
     and Servicing Agreement.

          4. The undersigned is a Servicing Officer.

          5. The aggregate amount of Collections processed
     during the preceding six months is:                             $__________

          6. (a) The aggregate amount of Insurance
     Settlements with respect to Collections processed as of
     the end of the last day of the preceding six months is:         $__________

             (b) The balance on deposit in the Insurance
     Settlements Account as of the end of the last day of
     the preceding six months is:                                    $__________

          7. The aggregate amount, if any, of withdrawals
     from the Liquidity Account required to be made on the
     next succeeding Transfer Date is:                               $__________

          8. The aggregate amount of funds, if any, to be
     deposited in the Liquidity Account on the next
     succeeding Transfer Date is:                                    $__________


                             1

<PAGE>


          9. Attached hereto is a true and correct copy of
     the statement required by Section 5.2 of the Pooling
     and Servicing Agreement.

          10. The sum of all amounts payable to
     Certificateholders on the next succeeding Distribution
     Date with respect to Certificates is:

                                          Certificate Principal      $__________

                                          Certificate Interest       $__________

                                          Deficiency Amount          $__________

          11. The interest and earnings from the Insurance
     Settlements Account and Liquidity Account (net of
     losses and investment expenses related to the Permitted
     Investments in which the funds in such accounts were
     invested) for the preceding six months is:                      $__________


     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
certificate this ____ day of ___________________, 2000.


                                             By: _______________________________
                                                 Title


                                       2

<PAGE>


                                  EXHIBIT 3.4A

                           Form of Closing Date Report


     Pursuant to the Pooling and Servicing Agreement dated as of ___________,
2000 (the "Pooling and Servicing Agreement") by and among 21st Holdings, LLC, as
Master Servicer (the "Master Servicer"), Capital Resource Group One, LLC
("Capital"), The Bank of New York, as trustee (the "Trustee"), and United Funds,
LLC ("United"), as Subservicer, the undersigned, a duly authorized
representative of the Subservicer, hereby certifies as follows:

     1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement.

     2. This Certificate is delivered pursuant to Section 3.4(a) of the Pooling
and Servicing Agreement.

     3. Pursuant to the Pooling and Servicing Agreement, the undersigned is duly
authorized to execute and to deliver this Officer's Certificate to the Trustee
and Capital.

     4. United is the Subservicer appointed to perform the obligations of the
Subservicer under the Pooling and Servicing Agreement.

     5. The aggregate amount of Collections attributable to Insurance
Settlements as of the end of the last Business Day of the preceding week is
$__________.

     6. The amount of Insurance Settlements to be purchased on the initial
Closing Date or the amount of Insurance Settlements purchased since the
immediately preceding Closing Date, as measured by the Insurance Settlements
Purchase Price expended therefor and by their face values, is:
$__________.

        (a) Insurance Settlements Purchase Price expended:
            $__________.

        (b) Total Face Value: $__________.

     IN WITNESS WHEREOF, the undersigned has duly executed this certificate this
____ day of _______________, 2000.


                                             By: _______________________________
                                                 Title:


<PAGE>


                                   EXHIBIT 2.1

                   FORM OF ASSIGNMENT OF INSURANCE SETTLEMENTS

     ASSIGNMENT No. ____ OF INSURANCE SETTLEMENTS, dated as of _______, 2000, by
CAPITAL RESOURCE GROUP ONE, LLC, ("Capital"), to THE BANK OF NEW YORK, a state
banking association organized and existing under the laws of the State of New
York (the "Trustee") pursuant to the Pooling and Servicing Agreement referred to
below.

                              W I T N E S S E T H:


     WHEREAS, Capital and the Trustee are parties to the Pooling and Servicing
Agreement, dated as of ________________, 2000 (hereinafter as such agreement may
have been, or may from time to time be, amended, supplemented or otherwise
modified, the "Pooling and Servicing Agreement");

     WHEREAS, pursuant to the Pooling and Servicing Agreement, Capital wishes to
transfer Insurance Settlements to the Trustee as part of the corpus of the Trust
(as each such term is defined in the Pooling and Servicing Agreement); and

     WHEREAS, the Trustee is willing to accept such transfer subject to the
terms and conditions hereof;

     NOW, THEREFORE, Capital and the Trustee hereby agree as follows:

     1. Defined Terms. All capitalized terms defined in the Pooling and
Servicing Agreement and used herein shall have such defined meanings when used
herein, unless otherwise defined herein.

     "Closing Date" shall mean, with respect to the Insurance Settlements
transferred hereby, _________________, 2000.

     2. Transfer of Senior Insurance Settlements.

        (a) Capital hereby transfers, assigns and sets-over to the Trust for the
benefit of the Certificateholders, without recourse, on and after the Closing
Date, an irrevocable beneficial interest of Capital in and to the Insurance
Settlements, all monies due or to become due with respect thereto and all
proceeds thereof.

        (b) In connection with such transfer, Capital agrees to file, if
necessary, any instrument meeting the requirements of applicable state law in
such manner and in such jurisdictions as are necessary to perfect the transfer
of such Insurance Settlements to the Trust.

        (c) In connection with such transfer, capital further agrees, at its own
expense, on or prior to the date of this Assignment, to indicate or to cause to
be indicated in its



<PAGE>


computer files that Insurance Settlement transferred hereby have been
transferred to the Trustee pursuant to this Assignment for the benefit of the
Certificateholders.

     3. Delivery of List of Senior Insurance Settlements. Capital does hereby
deliver herewith a computer file, hard copy or microfiche list containing a true
and complete list of each Insurance Settlement as of the Closing Date, as the
case may be, such Insurance Settlements being identified by account number. Such
list is marked as Schedule 1 to this Assignment and the Pooling and Servicing
Agreement.

     4. Accepting by Trustee. Subject to the satisfaction of the conditions set
forth in Section 5, the Trustee hereby acknowledges its acceptance on behalf of
the Trust of an irrevocable beneficial interest previously held by Capital and
in and to the Insurance Settlements transferred hereby and declares that it
shall maintain such interest, upon the Trust herein set forth, for the benefit
of all Certificateholders. The Trustee further acknowledges that, prior to or
simultaneously with the execution and delivery of this Assignment, Capital
delivered to the Trustee the computer file, hard copy or microfiche list
described in Section 3 of this Assignment.

     5. Conditions Precedent. The acceptance of the Trustee set forth in Section
4 and the amendment of the Pooling and Servicing Agreement set forth in Section
6 is subject to the condition that Capital shall have delivered to the Trustee a
certificate of a Vice President or more senior officer, certifying that all
applicable requirements of Section 2.1 and 2.6 of the Pooling and Servicing
Agreement have been met and all representations and warranties of Capital set
forth in Sections 2.3, 2.4(a) and 2.4(b) of the Pooling and Servicing Agreement
are true and correct.

     6. Amendment of the Pooling and Servicing Agreement. The Pooling and
Servicing Agreement is hereby amended by providing that all reference to the
"Pooling and Servicing Agreement," to "this Agreement" and "herein" shall be
deemed from and after the Closing Date to be a dual reference to the Pooling and
Servicing Agreement as supplemented by this Agreement. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants and
conditions of the Pooling and Servicing Agreement shall remain unamended and
shall continue to be, and shall remain, in full force and effect in accordance
with its terms and except as expressly provided herein shall not constitute or
be deemed to constitute a waiver of compliance with or consent to non-compliance
with any term or provision of the Pooling and Servicing Agreement.


                                      (2)

<PAGE>


     7. Counterparts. This Assignment may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument.

     IN WITNESS WHEREOF, the undersigned have caused this Assignment of
Insurance Settlements to be duly executed and delivered by their respective duly
authorized officers on the day and year first above written.


                                             CAPITAL RESOURCE GROUP ONE, LLC
                                             as Transferor

                                             By: _______________________________

                                             Title: ____________________________



                                             THE BANK OF NEW YORK
                                             as Trustee

                                             By: _______________________________

                                             Title: ____________________________

Acknowledged:

21st HOLDINGS, LLC
as Master Servicer

By: ___________________________________

    Title: ____________________________


                                      (3)

<PAGE>


                                   SCHEDULE 1


                          LIST OF INSURANCE SETTLEMENTS


<PAGE>


                                   EXHIBIT 3.5

                    Form of Annual Subservicer's Certificate


     Pursuant to the Pooling and Servicing Agreement dated as of ____________,
2000 by and among Capital Resource Group One, LLC, ("Capital"), 21st Holdings,
LLC, as Master Servicer (the "Master Servicer" or "21st Services"), The Bank of
New York, as trustee (the "Trustee"), and United Funds, LLC, ("United"), as
Seller and Subservicer, the undersigned, a duly authorized representative of the
Subservicer hereby certifies that:

     1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement.

     2. This Certificate is delivered pursuant to Section 3.5 of the Pooling and
Servicing Agreement.

     3. United is the Subservicer appointed to perform the obligations of the
Subservicer under the Pooling and Servicing Agreement.

     4. The undersigned is duly authorized pursuant to the Pooling and Servicing
Agreement to execute and deliver this Certificate to the Trustee.

     5. During the preceding calendar year ended December 31, 2000 a review of
the activities of the Subservicer and its performance under the Pooling and
Servicing Agreement was made under my supervision.

     6. To the best of my knowledge and based on the aforementioned review,
Subservicer has fully performed its obligations under the Pooling and Servicing
Agreement during said preceding year and no Subservicer Default has occurred or
is continuing, except as may be set forth in paragraph 7 below.

     7. The following is a description of each Subservicer Default known to me
to have occurred during the year ended December 31, 2000, which sets forth in
detail: (i) the nature of each such Subservicer Default, (ii) the action taken
by the Subservicer, if any, to remedy each such Subservicer Default and (iii)
the current status of each such Subservicer Default: (If applicable, insert
"None".)

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
_____ day of ______________, 2001.


                                             BY: _______________________________
                                                 Title


<PAGE>


                                  EXHIBIT 6.1B

                               FORM OF CERTIFICATE

                              (Face of Certificate]

                    INSURANCE SETTLEMENTS FUNDING TRUST 2000
                         [ ]% Asset Backed Certificates

             Evidencing an undivided fractional interest in a trust,
                   the property of which includes a portfolio
                            of insurance settlements

                         CAPITAL RESOURCE GROUP ONE, LLC
                      a Delaware limited liability company

             (This Certificate does not represent an interest in or
                  obligation of Capital Resource Group One, LLC
                            or any affiliate thereof)

                                                               $________________
No. _____________                                   Principal Certificate Amount


     This certifies that ______________________________ is the registered owner
of a nonassessable, fully paid, fractional undivided interest in the Insurance
Settlements Funding Trust 2000 (the "Trust"). The Trust has been created
pursuant to the Pooling and Servicing Agreement (the "Agreement") dated as of
_________, 2000, among CAPITAL RESOURCE GROUP ONE, LLC ("Capital"), 21ST
HOLDINGS, LLC, as the Master Servicer (the "Master Servicer"), THE BANK OF NEW
YORK, as the trustee (the "Trustee") of the Trust and UNITED FUNDS, LLC, a
Delaware limited liability company (the "Subservicer"). The assets of the Trust
consist of (i) a pool of Insurance Settlements which shall consist of amounts
payable by insurance companies upon the death of the insured and related
documentation and files, (ii) monies due or to become due with respect to the
Insurance Settlements, (iii) all of Capital's rights, remedies, powers and
privileges with respect to the Insurance Settlements under that certain
Insurance Settlements Purchase Agreement, and (iv) monies on deposit in the
Lockbox, Insurance Settlements, Distribution and Liquidity Accounts of the
Trust.

     To the extent not defined herein, capitalized terms used herein have the
meanings assigned thereto in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the holder of this Certificate by virtue of the acceptance hereof
assents and by which such holder is bound.

     Subject to the terms and conditions of the Agreement (including the
availability of funds for semi-annual distributions), and until the obligations
created by the Agreement shall have terminated in accordance therewith, the
Trustee shall distribute to the Certificateholders on


<PAGE>


the fifteenth (15th) day of each six month period (beginning the month after the
month in which the first Closing Date occurs) or, if such fifteenth (15th) day
is not a Business Day, the next succeeding Business Day (the "Distribution
Date"), commencing on ____________ 15, 2000, to the person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), the Certificate Interest and Certificate Principal (each as determined
in accordance with the Agreement), but only from funds distributed from the
Insurance Settlements Account and, if necessary, from the Liquidity Account on
such Distribution Date.

     If a Subservicer Default has occurred and is continuing with respect to the
Subservicer, either the Trustee or Holders of Certificates representing in
excess of fifty-one percent (51%) of the principal amount of the Certificates
then outstanding, by notice in writing to the Subservicer, may terminate all of
the rights and obligations of the Subservicer. Upon such termination, the Master
Servicer shall, subject to the (terms and conditions of the Agreement), become
the Successor Servicer.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for information with respect to the interests, rights,
benefits, obligations, procedures and duties evidenced hereby. Copies of the
Agreement and all amendments thereto will be provided to any Certificateholder
free of charge to the Certificateholder upon a written request to the Trustee,
at its principal Corporate Trust Office, 101 Barclay Street, 12-E, New York, New
York 10286. Reference is also hereby made to the reverse of this Certificate.

     IN WITNESS WHEREOF, Capital has caused this Certificate to be duly executed
as of the date of its authentication as set forth below.

                                             CAPITAL RESOURCE GROUP ONE, LLC


                                             By: _______________________________
[Seal]                                           Title:

Attest:

By: ________________________
    Title:


                                      (2)


<PAGE>


                    CERTIFICATE OF AUTHENTICATION OF TRUSTEE

     Pursuant to Article VI of the Pooling and Servicing Agreement, The Bank of
New York, as Trustee of Insurance Settlements Funding Trust 2000 (the "Trust"),
hereby causes this Certificate to be authenticated as of the ___ day ___________
of 2000 as evidenced by the manual signature of its duly authorized signatory
below.


The Bank of New York
as the Trustee


By: ________________________________
    As Authenticating Agent
    for the Trustee



By: ________________________________
    Authorized Officer


<PAGE>


                            [Reverse of Certificate]


     It is the intent of Capital and the Certificateholders that for federal and
state income and franchise tax purposes only, the Certificates will constitute
evidence of indebtedness of Capital. Capital and the Certificateholder, by the
acceptance of this Certificate, agree to treat this Certificate for federal and
state income and franchise tax purposes as indebtedness of Capital secured by
the Insurance Settlements and other assets held in the Trust.

     To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement, as amended from time to time, the Certificateholder by virtue of the
acceptance hereof, assents and by which the Certificateholder is bound.

     This Certificate is one of a series of Certificates entitled "Insurance
Settlements Funding Trust 2000, [ ]% Asset Backed Certificates" or "Insurance
Settlements Funding Trust 2000, [ ]% Asset Backed Certificates" (the
"Certificates"), each of which represents a fractional undivided interest in the
Trust including the right to receive the Collections and other amounts at the
times and in the amounts specified in the Agreement to be deposited in the
Investor Accounts or paid to the Certificateholders. The aggregate interest
represented by the Certificates in the Insurance Settlements in the Trust shall
at any time equal one hundred percent (100%).

     During the Acquisition Period, which begins on the date of issuance of this
Certificate, and the Amortization Period, Certificate interest at the rate
specified above will be distributed on the fifteenth (15th) day of each calendar
six-month period with respect to interest accrued during the preceding six
months, commencing in the month following the month of issuance of this
Certificate, or if such fifteenth (15th) day is not a Business Day, on the next
succeeding Business Day (a "Distribution Date") to the Certificateholder of
record as of the last Business Day of the month preceding the related
Distribution Date (the "Record Date"). After the Final Maturity Date, which is
scheduled to begin on ______________, 2010, except in certain limited
circumstances as forth in the Agreement, Certificate Principal, in accordance
with the Agreement, collected by the Subservicer will be distributed to the
Certificateholder on the Distribution Date following the Final Maturity Date.

     The amount to be distributed on each Distribution Date to the holder of
this Certificate will be equal to the pro rata share evidenced by this
Certificate of amounts on deposit in the Insurance Settlements Account as are
payable to the Certificateholders an such Distribution Date. Distributions with
respect to this Certificate will be made by the Trustee by check mailed to the
address of the Certificateholder of record appearing in the Certificate Register
(except for the final distribution with respect to this Certificate) without the
presentation or surrender of this Certificate or the making of any notation
thereon.


<PAGE>


     This Certificate does not represent an obligation of, or an interest in,
Capital or the Subservicer. This Certificate is limited in right of payment to
certain Collections respecting the Insurance Settlements, all as more
specifically set forth hereinabove and in the Agreement.

     The Agreement permits, with certain exceptions, the amendment thereof and
the modification of the rights and obligations of Capital, the Subservicer and
the rights of Certificateholder under the Agreement at any time by the Master
Servicer, Subservicer, Capital and the Trustee in certain cases without the
consent of the Certificateholders and in all other cases with the consent of the
Holders of Certificates representing not less than sixty-six and two-thirds
percent (66-2/3%) of the principal amount of Certificates then outstanding;
provided, however, that no such amendment shall (a) reduce in any manner the
amount of, or delay the timing of distributions which are required to be made on
any Certificate or (b) reduce the aforesaid percentage required to consent to
any such amendment, without the consent of each Certificateholder then of
record. Any such amendment and any such consent by this Certificateholder shall
be conclusive and binding on such Certificateholder and upon all future Holders
of this Certificate and of any Certificate issued in exchange hereof or in lieu
hereof whether or not notation thereof is made upon this Certificate.

     The transfer of this Certificate shall be registered in the Certificate
Register upon surrender of this Certificate for registration of transfer at any
office or agency maintained by the Trustee (who shall also act as the Transfer
Agent and Registrar) accompanied by a written instrument of transfer in a form
satisfactory to the Trustee, duly executed by the Certificateholder or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of authorized denominations and for the same aggregate
principal amount will be issued to the designated transferee or transferees.

     As provided in the Agreement and subject to certain limitations therein set
forth, Certificates are exchangeable for new Certificates evidencing like
aggregate principal amounts, as requested by the Certificateholders surrendering
such Certificates. No service charge may be imposed for any such exchange to the
Certificateholder, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with such exchange.

     The Trustee and any of its agents may treat the person in whose name this
Certificate is registered as the owner of this Certificate for all purposes, and
neither the Trust, Trustee, nor any agent of any of them shall be affected by
notice to the contrary except in certain circumstances described in the
Agreement.

     Subject to certain conditions in the Agreement, if the principal of the
Certificates has not been paid in full prior to _______________, 2010, the
obligations created by the Agreement and the Trust shall terminate on the last
business day in _____________________.


                                      (2)