EXHIBIT 10.2

                                                               EXECUTION VERSION


                                 TRUST AGREEMENT

                                   dated as of

                                September 6, 2001

                                      among

                            CAPITALSOURCE FINANCE LLC

                                       and

                             EQUIVEST CAPITAL, INC.

                          as Initial Certificateholders

                                       and

                                CS RESORTS, INC.

                                as Owner Trustee

                                       and

                      THE CAPITAL TRUST COMPANY OF DELAWARE

                               as Delaware Trustee

                             CS RESORTS - 2001 TRUST

<PAGE>

EXHIBIT 10.2

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                     PAGE

ARTICLE I         DEFINITIONS...........................................................................1
<S>         <C>                                                                                        <C>
    Section 1.1     Definitions.........................................................................1
    Section 1.2     Interpretation......................................................................1

ARTICLE II          ORGANIZATION........................................................................2
    Section 2.1     Name................................................................................2
    Section 2.2     Office..............................................................................2
    Section 2.3     Declaration of Trust and Statement of Intent........................................2
    Section 2.4     Purposes of Trust...................................................................3

ARTICLE III         CERTIFICATES AND CERTIFICATEHOLDERS.................................................3
    Section 3.1     Form of Definitive Certificates, Authorized Denominations of Certificates...........3
    Section 3.2     Issuance of Certificates; Execution and Delivery of Definitive Certificates.........4
    Section 3.3     Registration; Registration of Transfer and Exchange of Definitive Certificates......5
    Section 3.4     Mutilated, Destroyed, Lost or Stolen Definitive Certificates........................6
    Section 3.5     Persons Deemed Certificateholders...................................................7
    Section 3.6     Transfer of Certificates............................................................7
    Section 3.7     Approvals of Certificateholders....................................................10
    Section 3.8     No Recourse........................................................................10
    Section 3.9     Majority Control...................................................................10
    Section 3.10       Liability of Certificateholders.................................................10
    Section 3.11       Book-Entry and Definitive Certificates..........................................10

ARTICLE IV          ALLOCATIONS........................................................................12
    Section 4.1     Capital Accounts...................................................................12
    Section 4.2     Allocations to Capital Accounts....................................................12
    Section 4.3     Allocation of Net Expense..........................................................13
    Section 4.4     Tax Allocations....................................................................13

ARTICLE V           DISTRIBUTIONS......................................................................13
    Section 5.1     Distributions......................................................................13
    Section 5.2     Withholding........................................................................14

ARTICLE VI          TRUSTEES...........................................................................15
    Section 6.1     Powers of the Owner Trustee........................................................15
    Section 6.2     Delegation of Responsibilities.....................................................16
    Section 6.3     Right to Request and Receive Instructions..........................................17
    Section 6.4     Trustee Fees.......................................................................17
    Section 6.5     Trustee Expenses...................................................................18
    Section 6.6     Liability of Owner Trustee.........................................................18
    Section 6.7     Indemnification of Owner Trustee...................................................19



<PAGE>

EXHIBIT 10.2

    Section 6.8     Resignation........................................................................20
    Section 6.9     Removal of Owner Trustee...........................................................21
    Section 6.10    Successor Owner Trustee............................................................21
    Section 6.11    Merger or Consolidation of Trustee.................................................21
    Section 6.12    Representations and Warranties of Owner Trustee....................................22
    Section 6.13    Prior Notice to Certificateholders with Respect to Certain Matters.................22
    Section 6.14    Insolvency Proceedings.............................................................22
    Section 6.15    Restrictions on Certificateholders' Power..........................................23
    Section 6.16    Eligibility Requirements for Owner Trustee.........................................23
    Section 6.17    Evidence on which Owner Trustee May Act; Advice of Counsel.........................23
    Section 6.18    Responsibilities of Delaware Trustee...............................................23
    Section 6.18    Indemnification of Delaware Trustee................................................25
    Section 6.20    Resignation or Removal of Delaware Trustee; Successor Delaware Trustee.............27
    Section 6.21    Representations and Warranties of Delaware Trustee.................................27

ARTICLE VII         TRUST OPERATIONS...................................................................28
    Section 7.1     Recordkeeping; Tax Matters Partner; Tax Returns....................................28
    Section 7.2     Reports............................................................................29
    Section 7.3     Certificate of Trust...............................................................30
    Section 7.4     Expenses...........................................................................30
    Section 7.5     Engagement of the Servicing Agent..................................................30

ARTICLE VIII        REDEMPTIONS........................................................................30
    Section 8.1     Redemptions........................................................................30

ARTICLE IX          REPAYMENT OF CERTIFICATES..........................................................31
    Section 9.1     Repayment of Certificates..........................................................31

ARTICLE X           TERMINATION........................................................................31
    Section 10.1    Termination........................................................................31

ARTICLE XI          MISCELLANEOUS......................................................................31
    Section 11.1    Beneficiaries......................................................................31
    Section 11.2    Certain Rights.....................................................................31
    Section 11.3    Amendments and Waivers.............................................................32
    Section 11.4    No Legal Title of Certificateholders to Trust Property.............................32
    Section 11.5    Survival of Agreement Provisions...................................................33
    Section 11.6    Notices............................................................................33
    Section 11.7    Entire Agreement...................................................................33
    Section 11.8    Severability.......................................................................33
    Section 11.9    Separate Counterparts..............................................................34
    Section 11.10   Successors and Assigns.............................................................34
    Section 11.11   Headings...........................................................................34
    Section 11.12   Governing Law......................................................................34
    Section 11.13   No Petition Covenant...............................................................34
</TABLE>

<PAGE>

EXHIBIT 10.2


                                    EXHIBITS

SCHEDULE 1      INITIAL CERTIFICATEHOLDERS

SCHEDULE 2      PORTFOLIO ASSETS

SCHEDULE OF DEFINITIONS

EXHIBIT A-1     FORM OF DEFINITIVE PASS THROUGH-A CERTIFICATE

EXHIBIT A-2     FORM OF DEFINITIVE PASS THROUGH-B CERTIFICATE

EXHIBIT A-3     FORM OF DEFINITIVE EQUITY-1 CERTIFICATE

EXHIBIT B       FORM OF SUBSCRIPTION AGREEMENT

EXHIBIT C       FORM OF SERVICING AGREEMENT

EXHIBIT D       CONDITIONS PRECEDENT TO DELIVERY OF CERTIFICATES

EXHIBIT E       FORM OF TRANSFER CERTIFICATE

EXHIBIT F       FORM OF CONFIRMATION OF REGISTRATION OF INTEREST IN CERTIFICATES




<PAGE>

EXHIBIT 10.2


                                 TRUST AGREEMENT

         This  TRUST  AGREEMENT,  dated as of  September  6,  2001 (as  amended,
supplemented  and/or  modified from time to time,  this "Trust  Agreement"),  is
entered  into  by and  among  CAPITALSOURCE  FINANCE  LLC,  a  Delaware  limited
liability  company   ("CapitalSource"),   EQUIVEST  CAPITAL,  INC.,  a  Delaware
corporation  ("ECI"  and  in  its  capacity  as a  certificateholder  hereunder,
together  with  CapitalSource,  the "Initial  Certificateholders"),  CS Resorts,
Inc., a Delaware  corporation,  as Owner  Trustee (as defined  herein),  and The
Capital Trust Company of Delaware, or Delaware Trustee (as defined herein).

                              W I T N E S S E T H:

         WHEREAS,  the Initial  Certificateholders  and the  Trustees  desire to
enter into this Trust  Agreement for the purpose of  establishing  the Trust (as
defined herein); and

         WHEREAS,  the Initial  Certificateholders  and the Owner Trustee desire
that the Trust issue the Certificates to the Initial  Certificateholders,  enter
into the Exchange Agreement,  acquire the Portfolio Assets, engage the Servicing
Agent,  enter into the Servicing  Agreement (all as defined  herein) and conduct
the other business as set forth herein;

         NOW,  THEREFORE,  in consideration of the mutual  agreements  contained
herein and other  good and  valuable  consideration,  receipt of which is hereby
acknowledged,  the Initial  Certificateholders  and the Trustees hereby agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1 DEFINITIONS. Capitalized terms not otherwise defined herein
have the respective  meanings set forth in the Schedule of Definitions  attached
hereto.

         Section 1.2  INTERPRETATION.  Unless otherwise  indicated in this Trust
Agreement:

         (a)  Reference to and the  definition of any document  (including  this
Trust  Agreement)  shall be deemed a  reference  to such  document  as it may be
amended or modified from time to time;

         (b) All references to an "Article",  "Section", "Schedule" or "Exhibit"
are to an  Article or Section  hereof or to a  Schedule  or an Exhibit  attached
hereto;

         (c) Defined  terms in the  singular  shall  include the plural and vice
versa, and the masculine, feminine or neuter gender shall include all genders;

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<PAGE>

EXHIBIT 10.2

         (d)  Accounting  terms used herein,  but not defined in the Schedule of
Definitions  attached  hereto shall have the  respective  meanings given to them
under GAAP; and

         (e) The words  "hereof",  "herein" and "hereunder" and words of similar
import when used in this Trust  Agreement shall refer to this Trust Agreement as
a whole  and  not to any  particular  provision  of this  Trust  Agreement;  the
headings in this Trust  Agreement  are for the purpose of reference  only and do
not limit or affect its meaning.

                                   ARTICLE II

                                  ORGANIZATION

         Section 2.1 NAME.  The Trust created by this Trust  Agreement  shall be
called "CS Resorts - 2001  Trust",  in which name the Owner  Trustee may conduct
the business of the Trust,  make and execute  contracts and other instruments on
behalf of the Trust and sue and be sued on behalf of the Trust.

         Section  2.2  OFFICE.  The office of the Trust  shall be in care of the
Owner Trustee at 1133 Connecticut Avenue, NW, Suite 310,  Washington,  DC 20036,
Attention:  Loan Management,  (the "Corporate  Trust Office"),  or at such other
address  as  the  Owner  Trustee  may   designate  by  written   notice  to  the
Certificateholders.

         Section 2.3 DECLARATION OF TRUST AND STATEMENT OF INTENT.  (a)The Owner
Trustee  hereby  declares  that it shall hold all the estate,  right,  title and
interest  in any  property  received  by it under this Trust  Agreement  (except
property to be applied under the terms of this Trust Agreement to the payment of
or reimbursement  for the Trustee's fees,  indemnities or expenses) in trust for
the  benefit  of  the  Certificateholders,  all as  subject  to  the  terms  and
provisions of this Trust Agreement.

         (b) It is the intention of the parties hereto that the Trust constitute
a single purpose  business trust within the meaning of Chapter 38 of Title 12 of
the Delaware Code (as amended from time to time,  the "Delaware  Business  Trust
Act") and that this Trust Agreement  constitute the governing instrument of this
Trust. Effective as of the date hereof, the Trustees and the Tax Matters Partner
shall each have all rights, powers, authority and authorization set forth herein
and in the  Delaware  Business  Trust  Act with  respect  to  accomplishing  the
purposes of the Trust.

         (c) It is the  intention of the parties  hereto  that,  for purposes of
federal income taxes,  state and local income and franchise  taxes and any other
taxes  imposed upon,  measured by, or based upon gross or net income,  the Trust
shall be treated as a partnership and that the Certificates  shall be treated as
evidencing partnership interests of the Trust. The terms of this Trust Agreement
shall be  interpreted  to further this  intention  of the  parties.  The parties
hereto agree that, unless otherwise required by appropriate tax authorities, the
Trust,  through the Tax Matters Partner,  shall file or cause to be filed annual
or other necessary returns, reports and other forms consistent with the

                                        2

<PAGE>

EXHIBIT 10.2

characterization  of  the  Trust  as  a  partnership  for  such  purposes.  Each
Certificateholder by acceptance of its Certificate  respectively agrees,  unless
otherwise required by any appropriate tax authority, to file its own tax returns
and reports in a manner consistent with such characterization.

         (d) It is the  intention of the parties  hereto  that,  for purposes of
Delaware state tax laws, the Trust will derive no income from a trade,  business
or commerce in or connected  with the State of Delaware and will have no assets,
activities  (other  than having a Delaware  trustee as required by the  Delaware
Business  Trust Act and the filing of documents  with the  Secretary of State of
the State of Delaware) or employees in the State of Delaware.

         Section  2.4  PURPOSES  OF  TRUST.  The Trust  shall not  engage in any
activity  other than issuing the  Certificates,  acquiring the Portfolio  Assets
pursuant to the Loan Sale  Agreement and the Exchange  Agreement,  entering into
and  performing  its  obligations  under  the  Basic  Documents  and such  other
purchase,  subscription  or placement  agreements  as may be necessary to comply
with the requirements of this Trust Agreement and the other Basic Documents, and
receiving  payments in respect of the  Portfolio  Assets and  distributing  such
payments pursuant to Section 5.1; PROVIDED,  that the Trust shall also engage in
any other activities,  including entering into agreements,  which are necessary,
suitable or convenient to accomplish the foregoing or are incidental  thereto or
connected therewith.  The Trust shall not issue or sell any certificates,  notes
or other obligations  other than the Certificates or otherwise incur,  assume or
guarantee any indebtedness for borrowed money.

                                   ARTICLE III

                       CERTIFICATES AND CERTIFICATEHOLDERS

         Section 3.1 FORM OF DEFINITIVE  CERTIFICATES,  AUTHORIZED DENOMINATIONS
OF  CERTIFICATES.  (a) Subject to the provisions of Section 3.11, the Definitive
Certificates  shall be issued  in  definitive,  fully  registered  form  without
interest coupons and shall be issued in Authorized Denominations as set forth in
subsection  (c)  below.  The Pass  Through-A  Certificates  shall be  issued  in
substantially  the form set forth in  EXHIBIT  A-1  hereto,  the Pass  Through-B
Certificates  shall be issued in substantially the form set forth in EXHIBIT A-2
hereto and the Equity-1  Certificates  shall be issued in substantially the form
set forth in EXHIBIT A-3 hereto.  The Definitive  Certificates shall be executed
on behalf of the Trust by manual or facsimile signature of an authorized officer
of the Owner Trustee.  Definitive  Certificates  bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures  shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefits of this Trust Agreement,  notwithstanding that such
individuals  or any of them shall have ceased to be so  authorized  prior to the
issuance and delivery of such  Certificates  or did not hold such offices at the
date of issuance and delivery of such Certificates.

         (b)  The  Definitive   Certificates  shall  be  typewritten,   printed,
lithographed  or engraved or produced by any  combination of these methods (with


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<PAGE>

EXHIBIT 10.2

or without steel engraved  borders) all as determined by the Owner  Trustee,  as
evidenced by the Owner Trustee's execution of such Definitive Certificates.

         (c) Each  Certificate  shall be  issuable in the  denominations  as are
determined by the Owner  Trustee to be necessary to  accomplish  the purposes of
this Trust Agreement ("Authorized Denominations").

         (d) The Pass Through-A  Certificates shall have 95% of the total voting
power of the Certificates,  the Pass Through-B Certificates shall have 5% of the
total voting power of the Certificates and the Equity-1  Certificates shall have
0% of the total voting power of the Certificates.

         (e) The Pass Through-A Dividends and the Pass Through-B Dividends shall
accrue with respect to the Pass  Through-A  Certificates  and the Pass Through-B
Certificates,  respectively,  and the Pass Through-A  Certificateholders and the
Pass  Through-B  Certificateholders  shall be entitled to receive  distributions
from  the  Trust in the  amount  of the Pass  Through-A  Dividends  and the Pass
Through-B  Dividends,  respectively,  in the  priority  and  manner set forth in
Section  5.1.  If the Trust  receives  any  interest  payments in respect of the
Portfolio  Assets  that are made at a default  rate of interest  (as  determined
pursuant to the  documentation  related to the loans that comprise the Portfolio
Assets) then the Pass Through-A Rate shall  automatically  increase so that such
default  rate  interest  payments  are  added  to the Pass  Through-A  Dividends
otherwise payable pursuant to Section 5.1. The Equity-1  Certificates  shall not
be entitled to receive  dividends  or  distributions  of any kind until the Pass
Through-A  Certificates and the Pass Through-B  Certificates have been fully and
finally  redeemed  together  with all  dividends or other  amounts  payable with
respect thereto.

         Section  3.2  ISSUANCE  OF  CERTIFICATES;  EXECUTION  AND  DELIVERY  OF
DEFINITIVE  CERTIFICATES.  (a) On the Closing  Date,  upon  satisfaction  of the
conditions set forth in EXHIBIT D hereto, the Trust shall issue, and the Initial
Certificateholders   shall  receive,   in  accordance  with  the  terms  of  the
Subscription Agreement, at par, Certificates in the amounts and of the class set
forth with respect to such Initial  Certificateholder  on SCHEDULE 1 hereto. The
Outstanding  Certificate Balance, after giving effect to the Certificates issued
on the Closing Date,  shall equal  $4,670,885.49.  The Owner Trustee shall cause
Definitive   Certificates  to  be  issued,   delivered  and  registered  on  the
Certificate  Register in accordance  with the  provisions of Section  3.11(b) or
cause  Book-Entry  Certificates  to be issued and registered on the  Certificate
Register,  as  applicable,  in such names as the Initial  Certificateholders  so
direct upon the request of the Initial  Certificateholders,  in exchange for the
consummation  of  the   transactions   contemplated  by  the  Basic   Documents.
Concurrently with the issuance of the certificates pursuant to this Section 3.2,
the Trust  shall  acquire  the  Portfolio  Assets  pursuant  to the terms of the
Exchange Agreement and the Loan Sale Agreement.

         (b) Every  Person,  by virtue of having become a  Certificateholder  in
accordance  with the  terms of this  Trust  Agreement,  shall be  deemed to have
expressly  assented  to and  agreed to, and shall be bound by, the terms of this
Trust Agreement.

                                        4

<PAGE>

EXHIBIT 10.2

         Section 3.3  REGISTRATION;  REGISTRATION  OF TRANSFER  AND  EXCHANGE OF
DEFINITIVE CERTIFICATES.  (a) The Owner Trustee shall keep or cause to be kept a
certificate register in which, subject to such reasonable  regulations as it may
prescribe,  the Owner Trustee shall provide for the registration of Certificates
and  of  transfers  and  exchanges  of  Certificates  as  provided  herein  (the
"Certificate Register").

         (b)  Transfers of ownership  interests in the  Definitive  Certificates
shall be recorded by the Owner Trustee in the  Certificate  Register;  PROVIDED,
HOWEVER,  that no  Definitive  Certificate  may be  subdivided  upon transfer or
exchange such that the denomination of any resulting  Definitive  Certificate is
less than the Authorized Denominations.

         (c) Upon  surrender  for  registration  of transfer  of any  Definitive
Certificate  at the Corporate  Trust Office,  the Owner Trustee shall execute on
behalf of the Trust and  deliver  in the name of the  designated  transferee  or
transferees,   one  or  more  new  Definitive  Certificates  in  the  Authorized
Denominations of a like aggregate certificate balance.

         (d) At the option of a Certificateholder,  Definitive  Certificates may
be exchanged for other Definitive Certificates of Authorized  Denominations of a
like aggregate  certificate balance upon surrender at the Corporate Trust Office
of  the  Definitive  Certificates  to  be  exchanged.  Whenever  any  Definitive
Certificates are so surrendered for exchange, the Owner Trustee shall execute on
behalf of the Trust and deliver one or more new  Definitive  Certificates.  Such
new Definitive  Certificates shall be delivered to the Certificateholder  making
the exchange.

         (e)  Every   Definitive   Certificate   presented  or  surrendered  for
registration  of  transfer  shall be  accompanied  by a  written  instrument  of
transfer in the form of EXHIBIT E hereto duly executed by the  Certificateholder
or  his  attorney  duly  authorized  in  writing.  Each  Definitive  Certificate
surrendered  for  registration  of transfer or  exchange  shall be canceled  and
subsequently  disposed of by the Owner Trustee in accordance  with its customary
practice.

         (f) All transfers of Certificates  shall be subject to the requirements
of Section 3.6.

         (g) No service charge shall be made for any registration of transfer or
exchange of  Certificates,  but the Owner  Trustee may require  payment of a sum
sufficient to cover any tax or  governmental  charge payable in connection  with
such  transfer or exchange and any other  amounts  required to be paid under the
Definitive Certificates.

         (h)  Registrations  and transfers of Book-entry  Certificates  shall be
done as set forth in Section 3.11.

         Section   3.4   MUTILATED,   DESTROYED,   LOST  OR  STOLEN   DEFINITIVE
CERTIFICATES.  (a) If (i) any mutilated Definitive Certificate is surrendered to
the Owner Trustee, or the Owner Trustee receives evidence to its satisfaction of
the destruction,  loss or theft of any Definitive Certificate, and (ii) there is
delivered to the Owner  Trustee and the Trust such  security or indemnity as may
be  required  by them to hold each of them  harmless,  then,  in the  absence of
notice to the Trustee that such Definitive Certificate has been acquired by a

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<PAGE>

EXHIBIT 10.2

bona fide purchaser,  the Owner Trustee shall execute on behalf of the Trust and
deliver,  in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen Definitive  Certificate,  a replacement  Definitive Certificate of a like
aggregate  certificate balance;  PROVIDED,  HOWEVER, that if any such destroyed,
lost  or  stolen  Definitive   Certificate,   but  not  a  mutilated  Definitive
Certificate,  shall have become or within  seven days shall be due and  payable,
then instead of issuing a replacement  Definitive  Certificate the Trust may pay
to  the   Certificateholder  of  such  destroyed,   lost  or  stolen  Definitive
Certificate the amount payable thereunder when so due or payable.

         (b) If, after the delivery of a replacement  Definitive  Certificate or
payment  in  respect  of a  destroyed,  lost or  stolen  Definitive  Certificate
pursuant to Section  3.4(a),  a bona fide  purchaser of the original  Definitive
Certificate in lieu of which such replacement  Definitive Certificate was issued
presents for payment such original  Definitive  Certificate,  the Trust shall be
entitled to recover such  replacement  Definitive  Certificate (or such payment)
from the Person to whom it was delivered or any Person  taking such  replacement
Definitive  Certificate  from such  Person to whom such  replacement  Definitive
Certificate  was  delivered or any  assignee of such Person,  except a bona fide
purchaser, and the Trust and the Owner Trustee shall be entitled to recover upon
the security or indemnity  provided therefor to the extent of any loss,  damage,
cost or  expense  incurred  by the  Trust or the  Owner  Trustee  in  connection
therewith.

         (c) In  connection  with the  issuance  of any  replacement  Definitive
Certificate under this Section 3.4, the Owner Trustee may require the payment by
the  Certificateholder  of such  Definitive  Certificate  of a sum sufficient to
cover any tax or other  governmental  charge  that may be  imposed  in  relation
thereto and any other  reasonable  expenses  (including the reasonable  fees and
expenses of the Owner Trustee and its counsel) connected therewith.

         (d)  Any  duplicate  Definitive  Certificate  issued  pursuant  to this
Section  3.4  in  replacement  of  any  mutilated,  destroyed,  lost  or  stolen
Definitive  Certificate  shall  constitute  an original  additional  contractual
obligation of the Trust, whether or not the mutilated, destroyed, lost or stolen
Definitive  Certificate shall be found at any time or be enforced by anyone, and
shall be  entitled  to all the  benefits  of this Trust  Agreement  equally  and
ratably with any and all other Certificates duly issued hereunder.

         (e) The provisions of this Section 3.4 are exclusive and shall preclude
(to the  extent  lawful)  all other  rights  and  remedies  with  respect to the
replacement  or  payment  of  mutilated,  destroyed,  lost or stolen  Definitive
Certificates.

         Section 3.5 PERSONS DEEMED CERTIFICATEHOLDERS. Prior to (i) transfer on
the  Certificate  Register in the case of  Book-Entry  Certificates  or (ii) due
presentation of a Definitive Certificate for registration of transfer, the Owner
Trustee may treat the Certificateholder shown on the Certificate Register or the
Person in whose  name any  Definitive  Certificate  shall be  registered  in the
Certificate  Register (as of the date of determination),  as the case may be, as
the absolute  owner of such  Certificate  for all purposes,  including,  for the
purpose of receiving  distributions  pursuant to Article VI,  regardless  of any
notice of ownership, trust, theft or loss or of any writing thereon.

         Section 3.6 TRANSFER OF CERTIFICATES. (a) GENERAL. No Certificateholder
may, in any transaction or series of transactions,  directly or indirectly (each
of the  following,  a "transfer"),  (i) sell,  assign or otherwise in any manner
dispose  of all or any part of its  interest  in any  Certificate  issued to it,
whether by act, deed, merger or otherwise,  or (ii) mortgage or create a lien or
security  interest  in such  Certificate  unless  such  transfer  satisfies  the
conditions set forth in this Section 3.6. No purported  transfer of any interest
in any  Certificate or any portion  thereof which is not made in accordance with
this  Section 3.6 shall be given  effect by or be binding  upon the Trust or the
Owner Trustee and any such  purported  transfer shall be null and void AB INITIO
and vest in the transferee no rights against the Trust or the Owner Trustee. In

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<PAGE>

EXHIBIT 10.2

addition,  without  limiting any other provision  hereof,  in no event shall the
Owner Trustee register any transfer if such transfer would result in there being
more than 12  registered  owners of  Certificates.  In  addition,  each  Initial
Certificateholder,  severally and not jointly, represents and covenants and each
prospective  Certificateholder  shall be required to represent and covenant that
(a) it is purchasing one or more Certificates for its own account and that it is
the sole  beneficial  owner and (b) either (1) it is not, for federal income tax
purposes,  a  partnership,  grantor trust,  or S corporation  (as defined in the
Code) or (2) it is, for federal  income tax  purposes,  a  partnership,  grantor
trust,  or S corporation  but,  after giving effect to its  acquisition  of such
Certificates,  less than 60% of the aggregate  value of its assets would consist
of  Certificates,  and (c) such  Certificates  have not  been and  shall  not be
transferred  through an  "established  securities  market" within the meaning of
section 7704(b) of the Code.

         (b)  CONDITIONS  TO  TRANSFER.  A  Certificateholder   may  transfer  a
Certificate or its beneficial  interest in a Certificate only in accordance with
the following provisions:

               (i) TRANSFER OF  CERTIFICATES.  No transfer of any Certificate or
          any  beneficial  interest  therein may be made unless such transfer is
          made to an  "accredited  investor"  within the meaning of Regulation D
          under the Securities Act or in accordance with another  exemption from
          the  registration  requirements of the Securities Act and such laws of
          any State of the United  States and,  unless  waived in writing by the
          Owner Trustee, an opinion of counsel in form satisfactory to the Owner
          Trustee is delivered to the Owner  Trustee and the Trust to the effect
          that such transfer is in compliance  with the  Securities Act and this
          Trust Agreement.

               (ii) ERISA. No Certificates  or any beneficial  interest  therein
          may be  purchased by or  transferred  to or held by an entity which is
          (A) a Benefit Plan or a Person  acting on behalf of a Benefit Plan, or
          (B) an insurance  company general  account unless,  for such insurance
          company general account,  documentation has been provided to the Owner
          Trustee in substantially the form of the Transfer Certificate attached
          hereto as EXHIBIT E. In determining the  sufficiency or  insufficiency
          of  the  documentation  and  representations   contained  therein  for
          purposes of the  preceding  sentence,  the Owner Trustee may, but need
          not,  obtain and rely upon an opinion of counsel as to the sufficiency
          of the documentation provided.

               (iii)  CERTIFICATE  TRANSFER   REQUIREMENT.   All  purchasers  or
          transferees of Certificates other than the Initial  Certificateholders
          (including pledgees of Certificates other than pledgee contemplated by
          Section  3.6(b)(v)(2)  below) or any beneficial  interest therein must
          execute and deliver to the Owner Trustee a  certificate  substantially
          in the form attached hereto as EXHIBIT E.

                                        7

<PAGE>

EXHIBIT 10.2

               (iv)  INVESTMENT  COMPANY  ACT  RESTRICTIONS.  No transfer of any
          Certificate or any  beneficial  interest in any  Certificate  shall be
          made, and the Owner Trustee shall not register such transfer,  if such
          transfer  would require  registration  of the Trust as an  "investment
          company"  under the  Investment  Company  Act.  The Trustee  shall not
          register  any  transfer   unless  such   transferee  is  a  "qualified
          purchaser"  (within the meaning of Section  3(c)(7) of the  Investment
          Company Act) of the  Certificates  or if such transfer would otherwise
          require registration of the Trust under the Investment Company Act.

               (v) TRANSFER WITH CONSENT; PERMITTED TRANSFERS.

                    (1)  Notwithstanding  anything to the contrary in this Trust
               Agreement,  no  transfer  of  any  Equity-1  Certificate  or  any
               beneficial  interest in any  Equity-1  Certificate  shall be made
               without    the   prior    written    approval   of   each   other
               Certificateholder.  Nothing in this  Section  3.6(b)(v)  shall be
               deemed to imply any duty of the Owner  Trustee to solicit  any of
               the  consents  described  herein,  but it shall not  register any
               transfer unless the requisite consents have been received by it.

                    (2)  Notwithstanding  anything to the contrary in this Trust
               Agreement,  CapitalSource or its Affiliates shall be permitted to
               pledge the Certificates  held by it and the pledgee,  pursuant to
               any  such   pledge,   shall  be  entitled  to  transfer   pledged
               Certificates held by it upon foreclosure.  Each Certificateholder
               shall be  permitted  to transfer  Certificates  held by it or any
               beneficial interest therein to its Affiliates without the consent
               of the other  Certificateholders  provided it and such Affiliate,
               as applicable,  comply with the other  provisions of this Section
               3.6(b),  make the  representations  and  warranties  required  by
               Section 3.6(a) and provide written notice of such transfer to the
               Owner Trustee promptly upon the consummation thereof.

               (vi) TRANSFER TO NON-U.S.  PERSONS. The Certificates shall not be
          acquired by or for the account of any individual or entity that is not
          a "U.S. person" as defined in section  7701(a)(30) of the Code and any
          transfer  of a  Certificate  to a Person  that is not a "U.S.  person"
          shall be  absolutely  null and void AB INITIO and shall vest no rights
          in  the  purported  transferee.  Each  purchaser  or  transferee  of a
          Certificate  will be required to certify  under  penalties  of perjury
          that it is a "U.S.  person" and to make the appropriate  certification
          to such effect in its applicable Transfer  Certificate.  The foregoing
          shall not apply to a pledge by  CapitalSource  or its  Affiliates to a
          U.S. branch of a non-U.S. person that is a banking institution.

               (vii)  AT  LEAST  TWO   CERTIFICATEHOLDERS.   No  transfer  of  a
          Certificate  shall be valid if such  transfer  were to result in there
          being less than two Certificateholders.

               (viii)   RELIANCE  BY  OWNER   TRUSTEE  ON   CERTIFICATIONS.   In
          determining  whether the  conditions  set forth in clauses (i) through
          (vii), above, have been satisfied,  the Owner Trustee may conclusively
          rely on the certifications  contained in the Transfer Certificates and
          on the  information in the  Certificate  Register  submitted to it and
          shall have no  obligation  to  investigate  the truth and  correctness
          thereof (subject to the last paragraph of Section 3.6(c), below).

                                        8

<PAGE>

EXHIBIT 10.2

         (c) INVALID  TRANSFERS.  If the  conditions  to  transfer  set forth in
subsection  (b) above are not fully  satisfied or if the Owner Trustee  receives
written  notice or if an officer of the Owner Trustee  otherwise  obtains actual
knowledge that (i) a transfer or attempted or purported transfer of any interest
in any  Certificate  was  consummated in compliance  with the provisions of this
Section  3.6 on the  basis  of an  incorrect  form  or  certification  from  the
transferee  or  purported  transferee  or (ii) the  owner of any  interest  in a
Certificate  is in breach of any  representation  or agreement  set forth in any
certificate or any deemed  representation  or agreement of such owner, the Owner
Trustee will not register such attempted or purported transfer and if a transfer
has been  registered,  such transfer shall be absolutely null and void AB INITIO
and shall vest no rights in the purported transferee (such purported transferee,
a "Disqualified  Transferee") and the last preceding  Certificateholder that was
not  a   Disqualified   Transferee   shall  be  restored  to  all  rights  as  a
Certificateholder  thereof  retroactively  to  the  date  of  transfer  of  such
Certificate by such  Certificateholder.  Nothing herein shall be deemed to imply
for the Owner Trustee any duty of investigation or monitoring  subsequent to the
date of any transfer.

         Notwithstanding  anything  contained herein to the contrary,  the Owner
Trustee shall not be responsible for ascertaining  whether any transfer complies
with  the  registration  provisions  or  exemptions  from  the  Securities  Act,
applicable state securities law or the Investment Company Act;  PROVIDED,  that,
if under this Section 3.6 a certificate is specifically required to be delivered
to the Owner  Trustee by a  purchaser  or  transferee  of a  Certificate  or any
beneficial interest therein,  the Owner Trustee shall be under a duty to examine
the same to  determine  whether it conforms on its face to the  requirements  of
this Section 3.6 and shall promptly notify the party delivering the same if such
certificate does not so conform.

         (d) SECURITIES  LEGEND.  Each Definitive  Certificate  issued hereunder
will bear the legend set forth on the form of  Certificates  included as EXHIBIT
A-1, EXHIBIT A-2 and EXHIBIT A-3 hereto.

         Section 3.7 APPROVALS OF CERTIFICATEHOLDERS.  Each Certificateholder by
accepting its Certificate or any beneficial  interest  therein is deemed to have
approved:  (i) the terms of this Trust Agreement to the extent applicable to the
Certificateholders,  (ii) the  composition  of the Portfolio  Assets,  (iii) the
provisions  of the  Certificates,  and (iv) the  execution  and  delivery of the
Servicing Agreement and the other Basic Documents.

         Section  3.8 NO  RECOURSE.  No  recourse  may  be  taken,  directly  or
indirectly,  with  respect  to the  obligations  of the Trust in  respect of the
Certificates  or under this Trust  Agreement or any other Basic  Document or any
certificate  or other  writing  delivered in  connection  herewith or therewith,
against: (i) any Trustee in its individual capacity;  (ii) any Certificateholder
or  other  owner  of a  beneficial  interest  in the  Trust,  as an  owner  of a
beneficial  interest in the Trust; (iii) any successor or assignee of any of the
foregoing;  (iv) any Affiliate,  partner,  owner,  beneficiary,  agent, officer,
director,  employee or agent of any of the foregoing,  except as any such person
may have expressly agreed in writing.  For all purposes of this Trust Agreement,
in the  performance  of any duties or  obligations  of the Trust under the Basic
Documents,  the  Trustees  shall be subject to, and entitled to the benefits of,
the  terms  and  provisions  of  this  Trust  Agreement.  Without  limiting  the
foregoing,  each  Certificateholder  expressly  agrees  that  it  shall  have no
recourse  for payment in respect of its  Certificate  or its rights  pursuant to
this Trust  Agreement,  or for any claim based  thereon or  otherwise in respect
thereof, except against the assets of the Trust.

                                        9

<PAGE>

EXHIBIT 10.2

         Section 3.9 MAJORITY CONTROL.  Except as otherwise  expressly  provided
herein, any action that may be taken or consent that may be given or withheld by
Certificateholders under this Trust Agreement may be taken, given or withheld by
the Majority Certificateholders.  Except as otherwise expressly provided herein,
any written notice or consent of  Certificateholders  delivered pursuant to this
Trust Agreement shall be effective if signed by the Majority  Certificateholders
at the time of the delivery of such notice or consent.

         Section 3.10  LIABILITY  OF  CERTIFICATEHOLDERS.  No  Certificateholder
shall have any personal  liability  for any liability or obligation of the Trust
to full extent  contemplated by Section  3803(a) of the Delaware  Business Trust
Act.

         Section  3.11  BOOK-ENTRY  AND  DEFINITIVE  CERTIFICATES.   (a)  Unless
Definitive  Certificates  have been issued in  accordance  with  Subsection  (b)
below, on each date of issuance pursuant to Section 3.2, Book-Entry Certificates
shall be issued,  and the Owner Trustee shall cause the Certificate  Register to
reflect such issuance of Certificates  in such amounts as have been issued,  and
such Book-Entry  Certificates shall be registered on the Certificate Register in
the  name of the  Certificateholder  thereof  and such  Certificateholder  shall
receive a confirmation  in the form attached hereto as EXHIBIT F confirming such
registration.   No  Certificateholder  will  receive  a  definitive  certificate
representing such  Certificateholder's  interest in the Book-Entry  Certificate,
except  as  provided  above  and in  subsection  (b)  below.  Unless  and  until
Definitive Certificates have been issued pursuant to subsection (b) below:

               (i) the  provisions  of this  Section 3.11 shall be in full force
          and effect;

               (ii) to the  extent  that the  provisions  of this  Section  3.11
          conflict  with any  other  provisions  of this  Trust  Agreement,  the
          provisions of this Section 3.11 shall control;

               (iii)  unless  and  until  Definitive   Certificates  are  issued
          pursuant to  subsection  (b) below,  the Owner  Trustee will  register
          transfers among the  Certificateholders  on the Certificate  Register,
          which shall be open for inspection  during regular  business hours and
          shall   contain   a  record  of  the  name,   address   and   taxpayer
          identification number of each Certificateholder;

               (iv) the Owner Trustee  shall not register such  transfers in the
          Certificate  Register  except upon  satisfaction of the conditions set
          forth in Section 3.6;

               (v) each  Certificateholder  shall  bear all of the  expenses  it
          incurs  in  connection  with any sale,  transfer  or  exchange  of its
          Book-Entry Certificates;

                                       10

<PAGE>

EXHIBIT 10.2

               (vi) no  service  charge  shall be made for any  registration  of
          transfer or exchange of Book-Entry Certificates, but the Owner Trustee
          may  require  payment  of a  reasonable  sum equal to the sum that the
          Owner  Trustee  may  require  to  effect a  transfer  or  exchange  of
          Certificates under Section 3.3(g);

               (vii) on the  Business  Day  following  any  registration  in the
          Certificate  Register of a transfer of a Book-Entry  Certificate,  the
          Owner  Trustee  shall  send  to  each   transferee  and  transferor  a
          confirmation of the transfer (the  confirmation to be substantially in
          the form of EXHIBIT F hereto); and

               (viii)  notwithstanding  anything herein to the contrary,  unless
          and until  Definitive  Certificates  are issued pursuant to Subsection
          (b) below, the Owner Trustee is hereby  authorized to direct the Trust
          to transmit  payments in accordance with Section 5.1 in respect of the
          Certificates to the  Certificateholders  of record on the date of such
          distribution that are entitled thereto by wire transfer of immediately
          available  funds in  accordance  with such  instructions  as have been
          previously provided in writing to the Owner Trustee.

         (b)   If   with   respect   to   the    Certificates,    the   Majority
Certificateholders  advise the Owner Trustee in writing that the continuation of
a book-entry system through the Owner Trustee is no longer in the best interests
of  the   Certificateholders,   then  the  Owner   Trustee   shall   notify  all
Certificateholders  of the occurrence of any such event and of the  availability
of   Definitive   Certificates.   Upon   delivery  of   instructions   from  the
Certificateholders   regarding  the  exchange  of  all  Book-Entry  Certificates
registered  on  the  Certificate  Register  for  Definitive  Certificates  to be
registered on the Certificate  Register in connection  with the  registration of
Definitive  Certificates in the names of  Certificateholders,  the Owner Trustee
shall execute and deliver the  Definitive  Certificates  in accordance  with the
instructions  of the  Certificateholders.  The Owner Trustee shall not be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be  protected  in relying on,  such  registration  instructions.  Upon the
issuance of Definitive  Certificates,  the Owner Trustee and the Servicing Agent
shall   recognize  the   Certificateholders   in  whose  names  such  Definitive
Certificates  are registered on the Certificate  Register as  Certificateholders
hereunder.

         (c) As to any Book-Entry  Certificate,  the Certificateholder  shown on
the  Certificate  Register from time to time shall be deemed the absolute  owner
thereof for all purposes.

                                   ARTICLE IV

                                   ALLOCATIONS

         Section  4.1 CAPITAL  ACCOUNTS.  There  shall be  established  for each
Certificateholder  a separate  capital  account,  which shall be designated as a
"Capital  Account"  and  collectively   shall  be  designated  as  the  "Capital
Accounts". The Capital Account of a Certificateholder shall be established as of
the date that such  Certificateholder  is issued its  Certificate  with  initial
balances  equal to the amount of the  Certificates  so  acquired as set forth on
Schedule 1 hereto.  Thereafter,  the balances of the Capital  Accounts  shall be
adjusted on each Capital Account Adjustment Date as set forth below.

                                       11

<PAGE>

EXHIBIT 10.2

         Section  4.2  ALLOCATIONS  TO  CAPITAL  ACCOUNTS.  The  balance of each
Capital  Account (the  "Account  Balance")  shall be  determined  on any Capital
Account Adjustment Date other than the Closing Date and shall equal:

               (i) the balance of such  account as of the last  Capital  Account
          Adjustment Date, minus

               (ii) the Net Expense for the preceding Capital Account Adjustment
          Period allocable to such  Certificateholder in accordance with Section
          4.3, plus

               (iii) the amount of any Certificates,  as set forth on Schedule 1
          as  amended   from  time  to  time,   issued  by  the  Trust  to  such
          Certificateholder  since the last  Capital  Account  Adjustment  Date,
          minus

               (iv)  the   distributions   made  during  such  Capital   Account
          Adjustment  Period  with  respect  to the  Certificates  owned by such
          Certificateholder.

         In connection  with any transfer of a Certificate,  the Capital Account
established  with respect to the  transferee of such  Certificate  shall have an
initial balance  bearing the same proportion to the balance in the  transferor's
Capital Account  immediately prior to the transfer as the outstanding balance of
the Certificates  acquired by the transferee bears to the aggregate  certificate
balance of the Certificates  owned by the transferor  immediately  prior to such
transfer.  For the  avoidance  of doubt,  no  Certificateholder  shall  have any
obligation to restore any deficit balance to such owner's Capital Account.

         Section 4.3  ALLOCATION  OF NET EXPENSE.  To the extent not paid by ECI
pursuant to Section 7.4, Net Expense for any Capital Account  Adjustment  Period
shall be allocated to the Equity-1  Certificateholders  (for allocation to their
individual  Capital Accounts as described in Section 4.2) PRO RATA, based on the
number of Equity-1 Certificates outstanding.

         Section 4.4 TAX  ALLOCATIONS.  Except as required by section  704(c) of
the    Code,    the    Treasury     regulations     thereunder    and    section
1.704-1(b)(2)(iv)(f)(4)   of  the  Treasury  regulations  with  respect  to  the
allocation of tax gain or loss on the assets of the Trust,  each item of income,
gain,  loss and deduction  shall be allocated for federal income tax purposes in
the same manner that the item was allocated to the  Certificateholders'  Capital
Accounts. No election shall be made under section 754 of the Code unless the Tax
Matters Partner determines, in its sole discretion, that such an election should
be made.

                                       12

<PAGE>

EXHIBIT 10.2

                                    ARTICLE V

                                  DISTRIBUTIONS

         Section 5.1 DISTRIBUTIONS.  All payments received by the Trust from any
source in respect of the Portfolio Assets shall be distributed no later than the
next Distribution Date in the following order of priority:

               (i) first, to the extent not paid by ECI pursuant to Section 7.4,
          to the Delaware Trustee in payment of any amounts then due and payable
          to the Delaware  Trustee  pursuant to Section 6.4, 6.5 or 6.19 of this
          Trust Agreement, until such amounts are paid in full;

               (ii)  second,  to the extent not paid by ECI  pursuant to Section
          7.4,  to the Owner  Trustee  in payment  of any  amounts  then due and
          payable to the Owner  Trustee  pursuant to Section  6.4, 6.5 or 6.7 of
          this Trust Agreement, until such amounts are paid in full;

               (iii) third, to the Pass Through-A  Certificateholders in payment
          of the Pass Through-A  Dividends,  if any,  accrued to such date until
          such amounts are paid in full;

               (iv) fourth, to the Pass Through-B  Certificateholders in payment
          of the Pass Through-B  Dividends,  if any,  accrued to such date until
          such amounts are paid in full;

               (v)  fifth,  to  the  Equity-1  Certificateholders,   the  Excess
          Interest, if any, associated with such payment;

               (vi) sixth, to the Pass Through-A  Certificateholders  in full or
          partial   redemption,   as  the  case  may  be,   of  Pass   Through-A
          Certificates, if any, then outstanding;

               (vii) seventh, to the Pass Through-B  Certificateholders  in full
          or  partial  redemption,  as  the  case  may  be,  of  Pass  Through-B
          Certificates, if any, then outstanding;

               (viii) the remainder to the Equity-1 Certificateholders.

In the event there is more than one Certificateholder in any particular class or
type,  each of the amounts payable  pursuant to clauses (iv), (v), (vi),  (vii),
and (viii) of this Section 5.1, as the case may be, shall be made PRO RATA among
the  Certificateholders  of the class or type entitled  thereto,  based upon the
relative outstanding  principal amount of the Certificates of such class or type
held by a  Certificateholder  to the total  outstanding  principal amount of all
such Certificates of such class or type.

                                       13

<PAGE>

EXHIBIT 10.2

         Section  5.2  WITHHOLDING.  If any  withholding  tax is  imposed on the
Trust's  payment (or  allocations  of income) to a  Certificateholder,  such tax
shall reduce the amount  otherwise  distributable  to the  Certificateholder  in
accordance with this Article V. The Owner Trustee is hereby authorized to retain
from amounts otherwise distributable to the Certificateholders  sufficient funds
for the  payment  of any tax  that  is  legally  owed  by the  Trust  (but  such
authorization shall not prevent the Tax Matters Partner from contesting any such
tax in appropriate  proceedings or prevent the Trust from withholding payment of
such tax, if permitted  by law,  pending the outcome of such  proceedings).  The
amount of any withholding tax imposed with respect to a Certificateholder  shall
be  treated  as cash  distributed  to such  Certificateholder  at the time it is
withheld by the Trust and remitted to the appropriate taxing authority. If there
is a possibility that withholding tax is payable with respect to a payment,  the
Owner Trustee may, in its sole  discretion,  withhold such amounts in accordance
with this  Section 5.2. If a  Certificateholder  wishes to apply for a refund of
any such withholding tax, the Owner Trustee shall reasonably cooperate with such
Certificateholder in making such claim so long as such Certificateholder  agrees
to  reimburse  the Owner  Trustee  for any  out-of-pocket  expenses  incurred in
connection with such refund. Nothing herein shall be deemed to require the Owner
Trustee to contest any withholding tax referred to in this Section 5.2.

                                   ARTICLE VI

                                    TRUSTEES

         Section 6.1 POWERS OF THE OWNER  TRUSTEE.  Notwithstanding  anything in
this Trust Agreement to the contrary,  in order to further the objectives of the
Trust,  the Owner  Trustee  is hereby  authorized  to  perform  all  activities,
including  the execution of all  documents  and  delegation of  responsibilities
related thereto, in order to do the following on behalf of the Trust:

         (a) to perform its duties and obligations  under this Trust  Agreement;
and

         (b) to administer the affairs of the Trust as follows:

               (i)  at  the  direction  of the  Initial  Certificateholders,  to
          acquire the  Portfolio  Assets  pursuant to the terms of the  Exchange
          Agreement and the Loan Sale Agreement;

               (ii)  to  pay  dividends  to  the   Certificateholders  and  make
          redemptions of the  Certificates  as  contemplated  by Section 5.1 and
          Article VIII and IX of this Trust Agreement;

               (iii)  to  execute   and   deliver   the   Certificates   to  the
          Certificateholders from time to time;

               (iv) upon receipt, to deliver reports regarding the assets of the
          Trust to the Certificateholders;

                                       14

<PAGE>

EXHIBIT 10.2

               (v) to appoint  CapitalSource as the Tax Matters Partner pursuant
          to Section 7.1 hereof to perform the duties and accept the obligations
          with respect to the tax matters of the Trust;

               (vi) to appoint the  Servicing  Agent and execute and deliver the
          Servicing Agreement pursuant to Section 7.5 hereof and delegate to the
          Servicing  Agent the powers and duties  contained  therein  and accept
          directions  and  advice of the  Servicing  Agent  with  respect to the
          management of the Portfolio Assets to the extent provided therein; and

               (vii) to  execute  and  deliver,  from  time to time,  agreements
          regarding the purchase,  subscription or placement of the Certificates
          and the other business of the Trust.

         The Majority  Certificateholders  may by written instruction direct the
Owner  Trustee in the  management of the Trust and the Owner Trustee may request
and receive written  instruction from the Majority  Certificateholders  prior to
and/or during the undertaking of such management activities;  PROVIDED, that the
Majority   Certificateholders  shall  be  responsible  for  assuring  that  such
instructions are not contrary to the Basic Documents.

         Notwithstanding  anything in this Trust Agreement to the contrary,  the
Trust has the power and authority and is hereby authorized, without the consent,
approval or other action by the Initial  Certificateholders or any other Person,
to (i) execute,  deliver and perform its  obligations  under the Basic Documents
and each Purchase Agreement and Transfer Certificate to which it is or becomes a
party or signatory and (ii)  execute,  deliver and issue the  Certificates  from
time to time.

         The  Owner  Trustee  undertakes  to  perform  only  such  duties as are
specifically  set forth in this Trust  Agreement,  and no implied  covenants  or
obligations shall be read into this Trust Agreement against the Owner Trustee.

         It is expressly acknowledged and agreed that CapitalSource shall be the
solely  authorized  "tax  matters  partner"  for tax  purposes and as such shall
perform all duties set forth in Section 7.1 hereof and shall,  as  necessary  to
accomplish  such duties and  obligations,  give express  directions to the Owner
Trustee.  The Owner Trustee agrees to follow such  instruction  unless and until
the Initial  Certificateholder  shall no longer be the Tax Matters  Partner,  in
which case the Owner Trustee shall follow the  instruction  of the successor Tax
Matters Partner in accordance with the provisions of Section 7.1 hereof.

         It is expressly acknowledged and agreed that, upon the effectiveness of
the Servicing  Agreement,  the Servicing  Agent,  pursuant to the  provisions of
Section  7.5 hereof and the terms and  provisions  of the  Servicing  Agreement,
shall be the solely authorized  manager of the Portfolio Assets and shall direct
the investment of Trust property in the Portfolio Assets, to the extent provided
in the Servicing  Agreement,  and as such shall give written direction or advice
to the  Owner  Trustee  in  accordance  with the  terms  and  conditions  of the
Servicing  Agreement  and the  Owner  Trustee  agrees  to  follow  such  written
direction  or advice and shall be entitled to rely on the  Servicing  Agent with
respect to all matters relating to the Portfolio Assets.

                                       15

<PAGE>

EXHIBIT 10.2

         Section  6.2  DELEGATION  OF  RESPONSIBILITIES.  The Owner  Trustee may
exercise any of the trusts or powers  under this Trust  Agreement or perform any
duties  under this Trust  Agreement  or any Basic  Document  (other than certain
specified  duties of the Tax Matters  Partner set forth in Section 7.1 hereof or
the Servicing  Agent set forth  pursuant to Section 7.5 hereof and the Servicing
Agreement)  either directly or by or through its Affiliates or through agents or
attorneys  and,  at the  reasonable  expense  of the  Trust,  may  consult  with
independent  counsel,  accountants  and other skilled persons to be selected and
employed  by it.  The Owner  Trustee  shall not be  responsible  for the acts or
omissions of such agents, attorneys,  accountants or other consultants appointed
by it with due care.

         Pursuant to the  provisions  of Section 7.1 hereof,  the Owner  Trustee
shall  exercise its trusts,  powers and duties with regard to the tax matters of
the Trust,  solely at the express  direction of the Tax Matters  Partner and the
Owner Trustee shall not be responsible for the acts or omissions of such Person,
including  those acts or omissions made by the Tax Matters  Partner with willful
malfeasance,  gross  negligence  or reckless  disregard  of  obligations  in the
performance of its duties.  Pursuant to the provisions of Section 7.5 hereof and
the terms and  provisions  of the Servicing  Agreement,  the Owner Trustee shall
exercise  its trusts,  powers and duties with  regard to the  management  of the
Portfolio Assets solely at the express direction of the Servicing Agent, and the
Owner  Trustee  shall  not be  responsible  for  the  acts or  omissions  of the
Servicing Agent, including those made with willful malfeasance, gross negligence
or reckless disregard in the performance of its respective duties.

         Section  6.3 RIGHT TO REQUEST AND  RECEIVE  INSTRUCTIONS.  In the event
that the Owner Trustee is unsure as to the  application  of any provision of any
Basic Document, or such provision is ambiguous as to its application,  or is, or
appears to be, in conflict with any other applicable provision,  or in the event
that any Basic  Document  permits any  determination  by the Owner Trustee or is
silent or is  incomplete  as to the course of action which the Owner  Trustee is
required to take with respect to a particular  set of facts,  the Owner  Trustee
shall be entitled to give notice (in such form as shall be appropriate under the
circumstances)  to  the  registered  Certificateholders,  with  a  copy  to  the
Servicing   Agent,    requesting   written    instructions   of   the   Majority
Certificateholders in accordance with Section 6.1 hereof and, to the extent that
the Owner Trustee shall have acted,  or refrained from acting,  in good faith in
accordance   with  any  such  written   instructions   received   from  Majority
Certificateholders,  the Owner  Trustee  shall not be liable on  account of such
action or inaction to any Person.  If the Owner  Trustee shall not have received
appropriate  instructions within ten days of such notice (or within such shorter
period of time as may be specified  in such  notice) the Owner  Trustee may, but
shall be under no duty to, take or refrain  from taking such action as the Owner
Trustee shall deem to be in the best  interests of the  Certificateholders,  and
the Owner  Trustee  shall have no  liability  to any  Person for such  action or
inaction except to the extent described in Section 6.6 hereof.

         Section 6.4 TRUSTEE  FEES.  (a) OWNER  TRUSTEE  FEES. To the extent not
paid by ECI pursuant to Section 7.4, the Trust shall pay to the Owner Trustee an
initial  fee  of  $100  and on the  Closing  Date  and  on  each  September  1st
thereafter,  an  annual  fee of $100  (the  "Owner  Trustee  Fee") in each  case
pursuant to Section 5.1.  The Owner  Trustee Fee will be payable with respect to
the  period  commencing  on the  Closing  Date  through  the day  preceding  the
termination  and final  dissolution  of the  Trust.  In the event that the Owner
Trustee is requested to render services beyond those specifically required of it
in this Trust  Agreement,  the Trust  shall pay  pursuant to Section 5.1 (to the
extent not paid by ECI pursuant to Section 7.4) to the Owner Trustee  additional
compensation for such services,  which  compensation  shall be based on the fair
value of such services.  The compensation payable to the Owner Trustee shall not
be limited by any provision of law regarding the compensation of a trustee of an
express trust.

                                       16

<PAGE>

EXHIBIT 10.2

         (b) DELAWARE  TRUSTEE  FEES.  To the extent not paid by ECI pursuant to
Section 7.4, the Trust shall pay to the Delaware Trustee an initial fee of $2500
on the  Closing  Date and an annual fee of $2500 (the  "Delaware  Trust Fee") in
each case pursuant to Section 5.1.

         Section 6.5 TRUSTEE EXPENSES. To the extent not paid by ECI pursuant to
Section 7.4, the Trust shall reimburse each Trustee  pursuant to Section 5.1 for
all of its reasonable charges and out-of-pocket  expenses incurred in connection
with  its  services  as  Owner  Trustee  or  Delaware  Trustee,  as  applicable,
hereunder,  including  the  reasonable  fees and expenses of its counsel and all
fees and expenses related to appointing an agent to accept service of process in
the State of Delaware.

         Section  6.6  LIABILITY  OF OWNER  TRUSTEE.  Notwithstanding  any other
provision of this Trust  Agreement or any Basic  Document to the  contrary,  the
Owner Trustee, in its individual capacity and as trustee, shall not be liable or
accountable  to  any  Person  for  any  act,  omission,  obligation,   covenant,
representation, warranty, or liability of the Trust or any trustee thereof under
any Basic Document or in connection with the  administration of the Trust or the
transactions  contemplated by this Trust Agreement,  except that such limitation
of liability shall not affect the liability,  if any, that the Owner Trustee may
have to the Trust and the  Certificateholders  for the Owner  Trustee's  (i) own
willful  misconduct,  bad faith or gross negligence or (ii) breach of any of its
representations   and  warranties  under  Section  6.12.  Without  limiting  the
generality of the foregoing:

         (a) the Owner Trustee  shall not be  personally  liable for an error of
judgment made in good faith by an officer of the Owner Trustee, unless the Owner
Trustee was grossly negligent;

         (b) the Owner Trustee  shall not be  personally  liable with respect to
any action  taken,  suffered or omitted to be taken by it in good faith,  unless
the Owner Trustee was grossly  negligent or such action or omission  constituted
willful misconduct;

         (c) the Owner  Trustee  shall not be required to expend or risk its own
funds or otherwise  incur  financial  liability in the performance of any of its
rights or powers  under this Trust  Agreement  or under any  documents  relating
hereto,  if the Owner Trustee shall have reasonable  grounds for believing after
due inquiry that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured or provided to it;

         (d) the Owner  Trustee  shall  not be  personally  liable  for any loss
incurred by the Trust with respect to any investment of the Trust;

                                       17

<PAGE>

EXHIBIT 10.2

         (e) the  Owner  Trustee  may  conclusively  rely upon  certificates  or
opinions  furnished  to the Owner  Trustee and on their face  conforming  to the
requirements,  if any, of this Trust  Agreement in determining  the truth of the
statements and the  correctness of the opinions  contained  therein and need not
investigate any fact or matter stated in such  certificates  and opinions and in
the  absence  of (i)  willful  misconduct,  gross  negligence  or bad faith with
respect to the Owner Trustee or (ii) the failure of the Owner Trustee to examine
such certificates or opinions so as to determine compliance of the same on their
face with the requirements,  if any, of this Trust Agreement,  the Owner Trustee
shall have no personal liability with respect to any such reliance;

         (f) without in any way intending to limit the scope of  application  of
clause  (c) of this  Section  6.6,  the  Owner  Trustee  shall  not be under any
obligation  to exercise  any of the rights or powers  vested in it by this Trust
Agreement  at the  request  or  direction  of any of the  Certificateholders  or
Servicing  Agent pursuant to the Basic  Documents,  or to institute,  conduct or
defend  any  litigation  hereunder  or  in  relation  hereto,  pursuant  to  the
provisions  of this Trust  Agreement,  unless the Owner  Trustee shall have been
offered security or indemnity  reasonably  satisfactory to it against the costs,
expenses and liabilities which may be incurred therein or thereby; and

         (g) the Owner Trustee  shall not be  personally  liable with respect to
any action taken or omitted to be taken by it in good faith in  accordance  with
the direction of the Majority  Certificateholders,  the Servicing Agent, the Tax
Matters Partner,  or any other Person given pursuant to any express provision of
the Basic Documents.

Anything in this Trust  Agreement to the contrary  notwithstanding,  in no event
shall the Owner  Trustee  be liable  under  this Trust  Agreement  for  special,
indirect or consequential  loss or damage of any kind whatsoever  (including but
not limited to lost profits),  even if the Owner Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.

         Section 6.7 INDEMNIFICATION OF OWNER TRUSTEE. (a) The Owner Trustee, in
its individual  capacity and as trustee,  and its Affiliates,  and each officer,
director, employee, stockholder, agent or partner of any of them, and any person
who is or was serving at the request of the Owner Trustee (each, an "Indemnified
Person"),  shall be indemnified by the Trust to the fullest extent  permitted by
law, whether or not any of the transactions contemplated hereby are consummated,
against all claims,  costs and expenses  (including  reasonable  legal counsel's
fees and expenses,  judgments,  fines and amounts paid in  settlement),  losses,
taxes (other than taxes on the Owner  Trustee  Fee),  damages  and/or  liability
(collectively,  "Losses") to which such Indemnified Person may become subject or
with  which  such  Indemnified  Person  shall be  threatened  by reason of or in
connection  with  such  Indemnified  Person  serving  or  having  served in such
capacity  for or in  connection  with the  Trust,  or by reason of any action or
alleged action or omission or alleged  omission by an Indemnified  Person in any
capacity  described  above,  except to the extent such Losses result from or are
attributable to such Indemnified  Person's willful misconduct,  gross negligence
or bad faith in the  performance  of its duties or the criminal  conduct of such
Indemnified Person; PROVIDED, that no recourse may be taken, directly or

                                       18

<PAGE>

EXHIBIT 10.2

indirectly,  with respect to the obligations of the Trust  described  hereunder,
against  any  Certificateholder,  or any  owner of a  beneficial  interest  in a
Certificateholder or against any officer, director or member thereof.

         (b) In  determining  whether an  Indemnified  Person acted with willful
misconduct,  gross  negligence  or bad faith,  the good faith  reliance  of such
Indemnified  Person (i) as to  financial  matters  upon the  report,  opinion or
financial  information  prepared or reviewed  by an  internationally  recognized
investment banking firm or other internationally recognized financial,  business
or economic consultant, or by independent public accountants, shall be presumed,
in the absence of an express  showing to the contrary,  to constitute good faith
reliance by, and without gross  negligence,  willful  misconduct or bad faith on
the part of,  such  Indemnified  Person as to the  matters  covered  thereby  or
information included therein, and (ii) as to any matter of fact set forth in the
books and  records  of the  Trust  shall be  presumed  unless it can be shown by
competent evidence that such Indemnified Person knew that the matter or fact was
incorrect  as  presented  so as not to  constitute  good faith  reliance by, and
without gross negligence,  willful  misconduct or bad faith on the part of, such
Indemnified Person.

         (c) The right of  indemnification  granted by this Section 6.7 shall be
in  addition  to any  rights to which the  Person  seeking  indemnification  may
otherwise be entitled,  whether by law,  agreement or otherwise.  By acquiring a
Certificate  each  Certificateholder  acknowledges  that the Owner  Trustee  has
entered  into this  Section 6.7 and takes the benefit of this Section 6.7 on its
own  behalf  and on  behalf  of its  Affiliates,  and  each  officer,  director,
employee,  stockholder,  agent or partner thereof and agrees that the benefit of
this Section 6.7 shall accrue to the Owner  Trustee,  its  Affiliates,  and each
officer, director, employee, stockholder, agent or partner thereof as if each of
them had been  named as a party  hereto.  The  Trust  shall  pay the  reasonable
expenses  incurred by any  Indemnified  Person in  investigating,  preparing  or
defending a claim that relates to the  performance  of duties or services by the
Indemnified  Person as provided in this Trust  Agreement in advance of the final
disposition  of such claim,  upon receipt of an  undertaking  by or on behalf of
such Indemnified  Person to repay such payment if there shall be an adjudication
or determination that such Indemnified Person is not entitled to indemnification
as provided herein;  PROVIDED, that the Trust shall be entitled to reimbursement
of such expenses paid to any  Indemnified  Person in connection with any action,
suit or  proceeding  commenced  by the Trust  against  such  Indemnified  Person
wherein it is  adjudicated  or determined  that such  Indemnified  Person is not
entitled to indemnification as provided herein.

         (d) The  indemnity  provided  by this  Section  6.7 shall  survive  the
removal or resignation of the Owner Trustee and shall survive the dissolution of
the Trust and the termination of this Trust Agreement.

         Section 6.8  RESIGNATION.  (a) The Owner Trustee may resign at any time
by giving ninety days' prior written notice to the Certificateholders.

                                       19

<PAGE>

EXHIBIT 10.2

         (b) Promptly after receipt of such notice of resignation,  the Majority
Certificateholders  shall appoint a successor  Owner Trustee in accordance  with
Section 6.10.

         (c) Any resignation of the Owner Trustee  pursuant to the provisions of
this Section 6.8 shall not become  effective until the acceptance of appointment
by the successor Owner Trustee as provided in Section 6.10.

         Section 6.9 REMOVAL OF OWNER TRUSTEE. (a) If at any time: (i) the Owner
Trustee  shall be legally  unable to act;  (ii) the Owner  Trustee shall fail to
meet the requirements of Section 6.17; (iii) the Owner Trustee shall be adjudged
bankrupt or  insolvent;  (iv) a receiver of the Owner Trustee or of its property
shall be  appointed;  or (v) any public  officer shall take charge or control of
the  Owner   Trustee  or  of  its   property  or  affairs  for  the  purpose  of
rehabilitation,    conservation    or    liquidation,    then    the    Majority
Certificateholders  may  petition any court of  competent  jurisdiction  for the
removal of the Owner Trustee and the appointment of a successor owner trustee.

         (b) Any  resignation or removal of the Owner Trustee and appointment of
a successor  owner trustee  pursuant to the provisions of this Section 6.9 shall
not become  effective  until  acceptance of appointment  by the successor  owner
trustee as  provided  in Section  6.10;  PROVIDED,  that if no  successor  Owner
Trustee  has been  appointed  within 90 days after the Owner  Trustee  has given
written  notice of its  election  to  resign,  or after the  Owner  Trustee  has
received  written notice of its removal,  as  applicable,  the Owner Trustee may
petition any court of competent  jurisdiction for the appointment of a successor
Owner Trustee.

         Section 6.10  SUCCESSOR  OWNER TRUSTEE.  (a) A successor  Owner Trustee
appointed as provided in Section 6.8 or Section 6.9 shall  execute,  acknowledge
and  deliver to the Trust,  the  Certificateholders  and its  predecessor  Owner
Trustee a  written  instrument  accepting  such  appointment  under  this  Trust
Agreement and  thereupon the  resignation  or removal of the  predecessor  Owner
Trustee shall become effective and such successor  trustee,  without any further
act, deed or conveyance,  shall become fully vested with all the rights, powers,
duties and  obligations of its  predecessor  under this Trust Agreement and with
like effect as if  originally  named as owner  trustee.  The  predecessor  Owner
Trustee shall deliver or cause to be delivered to the successor owner trustee or
its  designee  any Trust  property  and any related  agreements,  documents  and
statements  held  by it  under  this  Trust  Agreement,  and the  Trust  and the
predecessor Owner Trustee shall execute and deliver such instruments and do such
other things as may  reasonably be required for fully and certainly  vesting and
confirming in the successor  owner trustee all such rights,  powers,  duties and
obligations.

         (b) Upon  acceptance of appointment by a successor  owner trustee,  the
successor  owner trustee shall cause notice of the  succession of such successor
owner trustee to be delivered to each Certificateholder.

         (c) In no event shall the retiring Owner Trustee be liable for the acts
or omissions of any successor owner trustee hereunder.

                                       20

<PAGE>

EXHIBIT 10.2

         (d) No appointment of a successor owner trustee shall become  effective
until all fees, charges,  indemnities and expenses of the retiring Owner Trustee
shall have been paid.

         Section 6.11 MERGER OR CONSOLIDATION OF TRUSTEE.  Without the execution
or  filing  of any paper or any  further  act on the part of any of the  parties
hereto,  any Person into which the Owner  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 Owner Trustee shall be a party, or any
Person  succeeding to  substantially  all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder.

         Section 6.12 REPRESENTATIONS AND WARRANTIES OF OWNER TRUSTEE. The Owner
Trustee by  execution  of this Trust  Agreement  represents  and warrants to the
Certificateholders that:

         (a) it has the  corporate  trust power and authority to enter into this
Trust Agreement and each other document required to be executed and delivered by
the Owner  Trustee in  connection  with this Trust  Agreement and to perform its
obligations  hereunder and consummate the transactions  contemplated  hereby and
the person signing this Trust  Agreement on behalf of the Owner Trustee has been
duly  authorized  to execute and  deliver  this Trust  Agreement  and each other
document  required  to be  executed  and  delivered  by  the  Owner  Trustee  in
connection with this Trust Agreement;

         (b) such execution, delivery and compliance by the Owner Trustee do not
conflict  with,  or constitute a default  under the Owner  Trustee's  charter or
by-laws,  any  applicable  Delaware  law  relating to its trust  powers,  or any
regulation or order of any Delaware  governmental  authority having jurisdiction
over its trust powers; and

         (c) this Trust  Agreement  has been duly  executed by the Owner Trustee
and constitutes a valid and legally binding agreement of the Owner Trustee.

         Section 6.13 PRIOR NOTICE TO CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN
MATTERS.  The Owner  Trustee shall not take action with respect to the following
matters, unless (i) the Owner Trustee shall have notified the Certificateholders
in writing  of the  proposed  action at least 10 days  before the taking of such
action,  and (ii) prior to the 10th day after such notice is given, the Majority
Certificateholders  shall have  delivered to the Owner  Trustee  consent to such
action:

         (a) the  compromise  of any  action,  claim or  lawsuit  brought  by or
against the Trust; and

         (b) the election by the Trust to file an  amendment to the  Certificate
of Trust (unless such amendment is required to be filed under applicable law).

         Section 6.14 INSOLVENCY  PROCEEDINGS.  The Owner Trustee shall not have
the power to commence a voluntary proceeding in bankruptcy relating to the Trust
unless  the  restrictions  set forth in  Section  11.13 are  satisfied  and each
remaining  Certificateholder  has  delivered to the Owner  Trustee a certificate
certifying  that such  Certificateholder  reasonably  believes that the Trust is
insolvent.

                                       21

<PAGE>

EXHIBIT 10.2

         Section   6.15   RESTRICTIONS   ON   CERTIFICATEHOLDERS'   POWER.   The
Certificateholders  may direct the Owner  Trustee to take or refrain from taking
any action but only if such  action or  inaction  would not be  contrary  to any
obligation  of the Trust or the Owner  Trustee  under the Basic  Documents.  The
Certificateholders  shall not instruct the Owner Trustee to take or refrain from
taking any action at the direction of the  Certificateholders  if such action or
inaction  would have an adverse  effect in any respect upon the interests of the
Servicing Agent unless the consent of the Servicing Agent is obtained.

         Section 6.16  ELIGIBILITY  REQUIREMENTS  FOR OWNER  TRUSTEE.  The Owner
Trustee  shall:  (a) at all times be a corporation  or other entity;  (b) at all
times be authorized to exercise  corporate trust powers;  and (c) at the time of
the appointment be otherwise satisfactory to the Majority Certificateholders. If
at any time the Owner Trustee shall cease to be eligible in accordance  with the
provisions of this Section 6.17,  the Owner Trustee shall resign  immediately in
the manner and with the effect specified in Section 6.8.

         Section  6.17  EVIDENCE  ON WHICH  OWNER  TRUSTEE  MAY ACT;  ADVICE  OF
COUNSEL.  (a) In addition to any other express provision contained in this Trust
Agreement,  including, but not limited to those set forth in Article VII hereof,
the Owner  Trustee  shall be  protected  in acting upon any  signature,  notice,
Transfer Certificate,  resolution, request, consent, order certificate,  report,
opinion,  bond or other paper or document  believed by it to be genuine,  and to
have been signed,  countersigned  or presented by the proper  person or persons.
The  Owner  Trustee  need not  investigate  any fact or  matter  stated  in such
documents.  The Owner Trustee may accept a certified copy of a resolution of the
board of directors or other governing body of any corporate person as conclusive
evidence  that such  resolution  has been duly adopted by such body and that the
same is in full  force and  effect.  As to any fact or matter  the method of the
determination of which is not  specifically  prescribed in this Trust Agreement,
the Owner Trustee may for all purposes  hereof rely on a certificate,  signed by
the  president  or any vice  president or by the  treasurer or other  authorized
officers of the relevant person, as to such fact or matter, and such certificate
shall  constitute  full  protection of the Owner Trustee for any action taken or
omitted to be taken by it in good faith in reliance thereon.

         (b) In the exercise or  administration  of the trusts  hereunder and in
the performance of its duties and obligations under the Basic Documents pursuant
to Section  6.2  hereof,  the Owner  Trustee  may  consult  with legal  counsel,
accountants  and other skilled persons and the Owner Trustee shall not be liable
for anything  done,  suffered or omitted in good faith by it in accordance  with
the advice or written  opinion of any such legal  counsel,  accountants or other
such persons and not contrary to this Trust Agreement.

         Section 6.18 RESPONSIBILITIES OF DELAWARE TRUSTEE

         (a) The  Delaware  Trustee  shall not have any duty or  liability  with
respect  to the  administration  of the Trust,  the  investment  of the  Trust's
property  or the  payment  of  dividends  or other  distributions  of  income or
principal  to the  Trust's  beneficiary,  and no  implied  obligations  shall be
inferred  from this Trust  Agreement  on the part of the Delaware  Trustee.  The
Delaware  Trustee  shall not be liable  for the acts or  omissions  of the Owner
Trustee nor shall the  Delaware  Trustee be liable for any act or omission by it
in good faith in accordance with the directions of the Owner Trustee.

                                       22

<PAGE>

EXHIBIT 10.2

         (b) The Delaware  Trustee  accepts the trusts hereby created and agrees
to perform its duties hereunder with respect to the same but only upon the terms
of this Trust  Agreement.  The Delaware  Trustee  understands and agrees that it
does not have the power to sign on behalf  of, or bind the Trust.  The  Delaware
Trustee shall not be liable under any  circumstances,  except for breach of this
Agreement its willful misconduct or gross negligence. In particular,  but not by
way of limitation:

               (i) The  Delaware  Trustee  shall not be liable  for any error of
          judgment made in good faith;

               (ii) No  provision  of this Trust  Agreement  shall  require  the
          Delaware  Trustee to expend or risk its funds or  otherwise  incur any
          financial  liability  in the  performance  of  its  rights  or  duties
          hereunder,  if the Delaware Trustee shall have reasonable  grounds for
          believing that repayment of such funds or adequate  indemnity  against
          such risk or liability is not reasonably assured or provided to it;

               (iii) Under no circumstance  shall the Delaware Trustee be liable
          for any  representation,  warranty,  covenant or  indebtedness  of the
          Trust;

               (iv) The  Delaware  Trustee  shall not be  responsible  for or in
          respect of the genuineness,  form or value of the Trust property,  the
          validity  or  sufficiency  of  this  Trust  Agreement  or for  the due
          execution hereof by the Owner Trustee;

               (v) In the  event  that the  Delaware  Trustee  is  unsure of the
          course of action  to be taken  hereunder,  the  Delaware  Trustee  may
          request  instructions  from the Owner  Trustee  and to the  extent the
          Delaware Trustee follows such  instructions in good faith it shall not
          be  liable  to any  person.  In the  event  that no  instructions  are
          provided within the time requested by the Delaware  Trustee,  it shall
          have no duty or  liability  for its  failure to take any action or for
          any action it takes in good faith;

               (vi) All funds deposited with the Delaware Trustee  hereunder may
          be held in a  non-interest  bearing  trust  account  and the  Delaware
          Trustee  shall not be liable for any interest  thereon or for any loss
          as a result of the  investment  thereof at the  direction of the Owner
          Trustee; and

               (vii) To the  extent  that,  at law or in  equity,  the  Delaware
          Trustee  has  duties  and  liabilities  relating  thereto to the Owner
          Trustee or the Trust,  the Owner  Trustee  agrees that such duties and
          liabilities are replaced by the terms of this Trust Agreement.

         (c) The Delaware  Trustee  shall incur no liability to anyone in acting
upon any  document  believed by it to be genuine and believed by it to be signed
by the  proper  party  or  parties.  As to any  fact or  matter  the  manner  of
ascertainment  of which is not  specifically  prescribed  herein,  the  Delaware
Trustee may for all purposes  hereof rely on a certificate,  signed by the Owner
Trustee,  as to such fact or matter,  and such certificate shall constitute full
protection  to the Delaware  Trustee for any action taken or omitted to be taken
by it in good faith in reliance thereon.

                                       23

<PAGE>

EXHIBIT 10.2

         (d) In the  exercise  of  administration  of the trust  hereunder,  the
Delaware  Trustee (i) may act directly or, at the expense of the Trust,  through
agents or  attorneys,  and the  Delaware  Trustee  shall  not be liable  for the
default or  misconduct  of such agents or  attorneys if such agents or attorneys
shall have been selected by the Delaware Trustee in good faith, and (ii) may, at
the expense of the Trust,  consult with counsel,  accountants and other experts,
and it shall not be liable for anything done,  suffered or omitted in good faith
by it in accordance with the advice or opinion of any such counsel,  accountants
or other experts.

         (e) Except as expressly provided in this Section 6.18, in accepting and
performing  the trusts  hereby  created,  the  Delaware  Trustee  acts solely as
trustee  hereunder  and not in any other  capacity,  and all persons  having any
claim against the Delaware Trustee by reason of the transactions contemplated by
this Trust  Agreement  shall look only to the  Trust's  property  for payment or
satisfaction thereof.

         Section 6.19 INDEMNIFICATION OF DELAWARE TRUSTEE

         (a) The Trust shall (i) compensate  the Delaware  Trustee in accordance
with Section  6.4(b),  (ii)  reimburse the Delaware  Trustee for all  reasonable
expenses  (including  reasonable fees and expenses of counsel and other experts)
and (iii) indemnify,  defend and hold harmless, to the fullest extent authorized
under  Delaware law, the Delaware  Trustee and any of the  officers,  directors,
employees and agents of the Delaware  Trustee (the  "Indemnified  Persons") from
and against any and all losses,  damages,  liabilities,  claims, actions, suits,
costs,  expenses,  disbursements  (including the reasonable fees and expenses of
counsel),  taxes and penalties of any kind and nature whatsoever  (collectively,
"Expenses"),  to the extent that such Expenses  arise out of or are imposed upon
or asserted at any time  against  such  Indemnified  Persons with respect to the
performance of this Trust Agreement,  the creation,  operation or termination of
the Trust or the transactions  contemplated hereby; such  indemnification  shall
continue for such  Indemnified  Persons who have ceased to be a Delaware Trustee
or who have ceased to be an officer,  director,  employee or agent of a Delaware
Trustee;  PROVIDED,  HOWEVER,  that the Trust shall not be required to indemnify
any  Indemnified  Person for any  Expenses  which are a result of breach of this
Agreement,  or the willful  misconduct,  bad faith or gross  negligence  of such
Indemnified person.

         (b) The right to  indemnification  conferred in this section shall be a
contract  right and shall include the right to be paid by the Trust,  and in the
event of a shortfall,  by the Owner Trustee.  Expenses  incurred by the Delaware
Trustee or an officer,  director,  employee or agent of the Delaware  Trustee in
defending a civil or criminal  action,  suit or proceeding  shall be paid by the
Trust in advance of the final  disposition  of such action,  suit or  proceeding
upon the receipt of an  undertaking  by or on behalf of the Delaware  Trustee or
such  director,  officer,  employee  or agent to repay  such  amount if it shall
ultimately be  determined  that they are not entitled to be  indemnified  by the
Trust or Owner  Trustee as  authorized  in Title 12 Section 3817 of the Delaware
Code.  Such advances shall be paid by the Trust within 30 days after the receipt
of a statement(s)  from the claimant  requesting  such  advance(s)  from time to
time.

                                       24

<PAGE>

EXHIBIT 10.2

         (c) To obtain  indemnification  under this  section,  a claimant  shall
submit to the Owner Trustee a written  request,  including  therein or therewith
such  documentation  and information as is reasonably  available to the claimant
and is reasonably necessary to determine whether and to what extent the claimant
is entitled to  indemnification.  If it is so  determined  that the  claimant is
entitled to  indemnification,  payment to the  claimant  shall be made within 10
days after such determination.

         (d) If a claim  under  this  section  is not paid in full by the  Trust
within 30 days after a written claim  pursuant to this section has been received
by the Owner Trustee, the claimant may at any time thereafter bring suit against
the Trust (and,  in the event of a  shortfall,  against the Owner  Trustee),  to
recover the unpaid  amount of the claim and, if  successful in whole or in part,
the  claimant  shall be  entitled  to be paid  also the  reasonable  expense  of
prosecuting  such claim.  Neither the failure of the Trust  (acting  through the
Owner Trustee) to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he has met the  applicable  standard of conduct set forth under Delaware
law, nor an actual determination by the Trust (acting through the Owner Trustee)
that the claimant has not met such  applicable  standard of conduct,  shall be a
defense to the action or create a presumption  that the claimant has not met the
applicable standard of conduct.

         (e) If a determination shall have been made pursuant to this section by
the Owner  Trustee that the claimant is entitled to  indemnification,  the Trust
shall  be bound  by such  determination  in any  judicial  proceeding  commenced
pursuant to this section.

         (f) The  Trust  shall  be  precluded  from  asserting  in any  judicial
proceeding   commenced   pursuant  to  this  section  that  the  procedures  and
presumptions  of this section are not valid,  binding and  enforceable and shall
stipulate in such  proceeding  that the Trust is bound by all the  provisions of
this section.

         (g) The right to indemnification and the payment of reasonable expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this section shall not be exclusive of any other right which any  Indemnified
Person  may have or  hereafter  acquire  under  any  statute,  charter,  bylaws,
agreement,  contract,  vote of  stockholders  or  directors,  or pursuant to the
direction  (howsoever  embodied)  of any  court  of  competent  jurisdiction  or
otherwise.  No repeal or  modification of this section shall in any way diminish
or adversely affect the rights of any Indemnified Person hereunder in respect of
any occurrence or matter arising prior to any such repeal or modification.

         Section  6.20  RESIGNATION  OR REMOVAL OF DELAWARE  TRUSTEE;  SUCCESSOR
DELAWARE TRUSTEE.

         (a)   RESIGNATION  OR  REMOVAL  OF  DELAWARE   TRUSTEE.   The  Majority
Certificateholders may at any time and with or without cause remove the Delaware
Trustee  by giving  notice  thereof to the  Delaware  Trustee  and the  Delaware
Trustee may resign at any time by giving 90 days written  notice  thereof to the
Owner Trustee;  provided that no such  resignation or removal shall be effective
until a  successor  Delaware  trustee  has been  appointed  pursuant  to Section
6.20(b).

                                       25

<PAGE>

EXHIBIT 10.2

         (b) Upon the notice of  resignation  or removal of the  Delaware  Trust
pursuant to Section 6.20(a), the Majority Certificateholders shall appoint a new
Delaware trustee.  A successor Delaware Trustee appointed as provided in Section
6.20(a)   shall   execute,   acknowledge   and   deliver  to  the   Trust,   the
Certificateholders  and its predecessor  Delaware  Trustee a written  instrument
accepting  such  appointment  under  this  Trust  Agreement  and  thereupon  the
resignation  or  removal  of  the  predecessor  Delaware  Trustee  shall  become
effective  and  such  successor  trustee,  without  any  further  act,  deed  or
conveyance,  shall become fully vested with all the rights,  powers,  duties and
obligations of its  predecessor  under this Trust Agreement and with like effect
as if originally  named as Delaware  trustee.  The predecessor  Delaware Trustee
shall deliver or cause to be delivered to the successor  Delaware trustee or its
designee any Trust property and any related agreements, documents and statements
held by it  under  this  Trust  Agreement,  and the  Trust  and the  predecessor
Delaware  Trustee shall execute and deliver such  instruments  and do such other
things  as may  reasonably  be  required  for fully and  certainly  vesting  and
confirming in the successor Delaware trustee all such rights, powers, duties and
obligations.  In no event shall the retiring  Delaware Trustee be liable for the
acts or omissions of any successor Delaware trustee hereunder. No appointment of
a successor  Delaware  trustee shall become  effective until all fees,  charges,
indemnities and expenses of the retiring Delaware Trustee shall have been paid.

         (c) the Delaware  Trustee  shall:  (a) at all times be a corporation or
other  entity  satisfying  the  provisions  of Section  3807(a) of the  Delaware
Business Trust Act; (b) at all times be authorized to exercise  corporate  trust
powers; and (c) at the time of the appointment be otherwise  satisfactory to the
Majority Certificateholders.  If at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of this Section 6.20(c), the Delaware
Trustee shall resign  immediately in the manner and with the effect specified in
Section 6.20(a).

         Section 6.21  REPRESENTATIONS  AND WARRANTIES OF DELAWARE TRUSTEE.  The
Delaware Trustee by execution of this Trust Agreement represents and warrants to
the Certificateholders that:

         (a) it has the  corporate  trust power and authority to enter into this
Trust  Agreement and to perform its  obligations  hereunder and  consummate  the
transactions  contemplated hereby and the person signing this Trust Agreement on
behalf of the Delaware  Trustee has been duly  authorized to execute and deliver
this Trust Agreement;

         (b) such execution,  delivery and compliance by the Delaware Trustee do
not conflict with, or constitute a default under the Delaware  Trustee's charter
or by-laws,  any  applicable  Delaware law relating to its trust powers,  or any
regulation or order of any Delaware  governmental  authority having jurisdiction
over its trust powers;

         (c) this Trust  Agreement  have each been duly executed by the Delaware
Trustee and  constitutes a valid and legally  binding  agreement of the Delaware
Trustee; and

                                       26

<PAGE>

EXHIBIT 10.2

         (d) the Delaware  Trustee is an entity that satisfies the provisions of
Section 3807(a) of the Delaware Business Trust Act.

                                   ARTICLE VII

                                TRUST OPERATIONS

         Section 7.1 RECORDKEEPING;  TAX MATTERS PARTNER; TAX RETURNS. The Owner
Trustee  shall be  responsible  for the  keeping  of all  appropriate  books and
records  relating to the receipt and disbursement by it of all moneys under this
Trust  Agreement.  CapitalSource is hereby engaged and agrees to act as the "tax
matters partner" for purposes of the Code (the "Tax Matters  Partner") and shall
have  the  additional  duties  specified  in  this  Section  7.1.  In the  event
CapitalSource  ceases to own  Certificates  or  resigns as Tax  Matters  Partner
(which it may do at any time upon sixty (60) days' prior  written  notice to the
Owner  Trustee) it shall no longer be the Tax Matters  Partner  with  respect to
taxable  periods  ending on or after the date of such  cessation.  The  Majority
Certificateholders  shall have the right to remove the Person then acting as Tax
Matters Partner  (including  CapitalSource) if such Person acts in a manner that
constitutes willful  malfeasance,  gross negligence or reckless disregard of its
obligations as Tax Matters Partner. In the event that CapitalSource ceases to be
the Tax Matters Partner due to the transfer of its Certificates duly approved by
the Majority  Certificateholders,  the  transferee  shall become the Tax Matters
Partner  with  respect  to  taxable  years  ending on and after the date of such
transfer. If there is more than one transferee,  the transferee with the highest
certificate balance shall be the Tax Matters Partner.  An appropriate  statement
revoking the  designation of  CapitalSource  as "tax matters  partner" under the
Code shall be filed with the  Internal  Revenue  Service  by the  successor  Tax
Matters  Partner.  It is  expressly  acknowledged  that  the  Owner  Trustee  is
responsible  solely for  ministerial  functions,  as directed by the Tax Matters
Partner, relating to the tax matters of the Trust. The Tax Matters Partner shall
at the  reasonable  expense of the Trust file an  application  with the Internal
Revenue  Service  for a  taxpayer  identification  number  with  respect  to the
partnership created for federal income tax purposes by this Trust Agreement. The
Tax Matters  Partner  shall at the  reasonable  expense of the Trust cause to be
prepared  all tax  returns  required  to be filed with  respect to the Trust and
shall execute and cause to have filed such returns and to make such elections as
may from time to time be required or  appropriate  so as to maintain the Trust's
characterization as a partnership for federal income tax, state and local income
and  franchise  tax and any other tax  purposes.  The Tax Matters  Partner shall
cause the  delivery  to each  Certificateholder  of such  information  as may be
reasonably required to enable each Certificateholder to prepare its tax returns.
In  performing  its duties under this  Section 7.1, the Tax Matters  Partner may
retain a firm of independent  public accountants (as agreed from time to time by
the Trust and the  Majority  Certificateholders),  tax  counsel or both,  at the
reasonable  expense  of the  Trust.  In  preparing  tax  returns  and  other tax
information,  the Tax Matters Partner may rely, without independent confirmation
or investigation, on information prepared or provided by such independent public
accountants or tax counsel. The Tax Matters Partner shall cause a completed copy
of  such   return   and  such   other   information   to  be   mailed   to  each
Certificateholder.  The Tax Matters  Partner shall be deemed to have  discharged
its obligations  pursuant to this Section 7.1 with respect to the preparation of
tax returns and other tax information upon retention of such independent  public
accountants  and the Tax Matters Partner shall have no liability with respect to
the  negligence or misconduct of such  independent  public  accountants  and tax
counsel. To the extent permitted by law, such tax returns shall be prepared on a
basis consistent with the characterization agreed upon by the parties in Section
2.3(c) hereof.

                                       27

<PAGE>

EXHIBIT 10.2

         The Trust shall  indemnify and hold  harmless the Tax Matters  Partner,
its members, indirect owners thereof, directors, officers, stockholders,  agents
and employees of any of the foregoing  (such parties  collectively in such case,
the "Tax  Matters  Partner  Indemnified  Parties")  from and against any and all
liabilities,  and will reimburse each Tax Matters Partner  Indemnified Party for
all  reasonable  fees and expenses  (including  reasonable  fees and expenses of
legal  counsel)  as such  fees  and  expenses  are  incurred  in  investigating,
preparing,  pursuing or defending any claim,  action,  litigation,  arbitration,
administration  or other proceeding or with respect to any pending or threatened
claim,  action,  litigation,  arbitration,  administration  or other  proceeding
(collectively,  the  "Actions"),  caused by, or arising out of or in  connection
with the  performance  by a Tax Matters  Partner  Indemnified  Party of services
under this Trust  Agreement  or any failure to act by such Tax  Matters  Partner
Indemnified Party and for liabilities  otherwise with respect to the appointment
and acting as Tax Matters  Partner in connection  herewith;  PROVIDED,  HOWEVER,
that a Tax Matters  Partner  Indemnified  Party shall not be indemnified for any
liabilities  it  incurs  as a result  of any acts by such  Tax  Matters  Partner
Indemnified Party constituting willful malfeasance, gross negligence or reckless
disregard of  obligations in each case by such Tax Matters  Partner  Indemnified
Party in performing its services hereunder.

         Section 7.2 REPORTS

         (a) Upon receipt from the Servicing  Agent,  the Owner Trustee shall be
responsible for delivering to the  Certificateholders,  other than Affiliates of
the  Servicing  Agent,  the reports and other  documents  to be delivered to the
Trust or the Owner Trustee pursuant to Servicing Agreement.

         (b)  Notwithstanding  anything set forth in this Section 7.2, the Owner
Trustee shall have no obligation to deliver any report or other document if such
report or other document has not been delivered to the Owner Trustee.

         Section  7.3  CERTIFICATE  OF TRUST.  The Owner  Trustee  shall  file a
certificate  of trust in the office of the  Secretary  of State of  Delaware  as
required by Section 3810(a)(1) of the Delaware Business Trust Act and shall file
from time to time  amendments to such  certificate of trust in the office of the
Secretary of State of Delaware as required by Section 3810(b)(2) of the Delaware
Business Trust Act.

         Section 7.4 EXPENSES. ECI shall promptly pay on behalf of the Trust all
of the Trust's  operating  expenses,  including the fees and expenses payable in
accordance  with  Sections  6.4, 6.5 and 7.1 and the Trust's and each  Trustee's
expenses  for legal,  accounting  and  reporting  expenses,  filing  fees,  wire
transfer fees, taxes and extraordinary expenses such as indemnity and litigation
expenses (such expenses  being the  "Operating  Expenses");  PROVIDED that ECI's
obligation with respect to Operating Expenses pursuant to this Section 7.4 shall
not exceed $3,000 during any calendar year.  Without limiting the foregoing,  at
the time of the issuance of the Certificates, ECI shall pay on behalf of the

                                       28

<PAGE>

EXHIBIT 10.2

Trust all legal and other out-of-pocket fees and expenses incurred in connection
with the  organization of the Trust,  the issuance of the  Certificates  and the
preparation  and execution of the Basic Documents and the preparation and filing
of the trust certificate (the "Organizational  Expenses").  Nothing contained in
Sections 4.1, 4.3 or 5.1 shall diminish or otherwise alter ECI's  obligations to
make the payments required by this Section 7.4.

         Section 7.5 ENGAGEMENT OF THE SERVICING AGENT. Concurrent with and upon
the  effectiveness of this Trust Agreement,  the Owner Trustee shall execute the
Servicing  Agreement  on behalf of the Trust and thereby the Trust shall  engage
the Servicing Agent to provide the services with respect to the Portfolio Assets
pursuant to the terms and conditions set forth in such Servicing Agreement. Such
terms and condition  shall  include,  without  limitation,  a provision that all
payments in respect of the Portfolio Assets are to be made directly to the Trust
and that any such payments not so made to the Trust shall be, if received by the
Servicing Agent,  segregated and held in trust and immediately paid to the Trust
by the Servicing Agent. Upon such engagement, the Owner Trustee, pursuant to the
provisions of Section 6.1 hereof,  agrees to accept the express direction of the
Servicing  Agent in  accordance  with the terms and  provisions of the Servicing
Agreement.

                                  ARTICLE VIII

                                   REDEMPTIONS

         Section 8.1 REDEMPTIONS.  (a) No Certificateholder shall have the right
to  require  the Trust to  redeem  its  Certificate  except as set forth in this
Section 8.1.

         (b) Except with the written consent of the Majority Certificateholders,
the Pass Through-A Certificates and the Pass Through-B Certificates shall not be
subject to  redemption  except  pursuant to  payments  made in  accordance  with
Section 5.1. The Equity-1  Certificates shall not be subject to redemption until
the termination of the Trust pursuant to Article X.

                                   ARTICLE IX

                            REPAYMENT OF CERTIFICATES

         Section 9.1  REPAYMENT OF  CERTIFICATES.  Subject to the  provisions of
Section 3.8 and Section 4.2,  upon any  redemption  pursuant to Article VIII, an
amount  will be payable in respect of each  Certificate  of the class or type so
redeemed  equal  to the  positive  balance  of the  related  Certificateholder's
Capital Account, if any.

                                       29

<PAGE>

EXHIBIT 10.2

                                    ARTICLE X

                                   TERMINATION

         Section 10.1  TERMINATION.  The Trust shall be  dissolved  upon (i) the
redemption in whole of all of the outstanding Pass Through-A  Certificates  (and
distribution of the related  redemption  payments)  together with the payment to
the Pass Through-A  Certificateholders of all other amounts, including costs and
expenses, due them and (ii) the valid exercise of ECI's option to acquire all of
the Pass Through-B  Certificates  pursuant to the terms of the Option Agreement.
Upon completion of winding up following dissolution of the Trust,  including the
distribution  and  payment of all final  amounts  due from or to the Trust,  the
Owner  Trustee shall cause the  Certificate  of Trust to be canceled by filing a
certificate of cancellation with the Secretary of State of the State of Delaware
in accordance  with Section 3810 of the Delaware  Business  Trust Act. Upon such
certificate  of  cancellation  becoming  effective,  the  Trust  and this  Trust
Agreement  shall be terminated  and all  remaining  assets of the Trust shall be
delivered to the Equity-1 Certificateholders.  The indemnity provided by Section
6.7  hereof and the rights of the Owner  Trustee  to the Owner  Trustee  Fee and
expenses shall survive such termination.

                                   ARTICLE XI

                                  MISCELLANEOUS

         Section 11.1  BENEFICIARIES.  Nothing in this Trust Agreement,  whether
express or  implied,  shall be  construed  to give to any Person  other than the
Owner Trustee, the Indemnified Persons and the  Certificateholders  any legal or
equitable right, remedy or claim under or in respect of this Trust Agreement.

         Section 11.2 CERTAIN RIGHTS.  Nothing contained in this Trust Agreement
shall be construed to limit the right of business  entities with which the Owner
Trustee is associated to enter into business  ventures or to offer advice to any
other business entity which has a similar investment objective as the Trust.

         Section 11.3 AMENDMENTS AND WAIVERS.  (a) AMENDMENTS  WITHOUT  CONSENT.
This Trust  Agreement may be amended by the Owner Trustee without the consent of
the  Certificateholders  to make any change which is required by applicable law,
or any rule or regulation issued  thereunder;  PROVIDED,  that no such amendment
shall cause the Trust to be taxable as a  corporation  for  federal  income tax,
state and local income and franchise tax and any other tax purposes.

         (b) AMENDMENTS WITH CONSENT.  Notwithstanding  any provision in Section
11.3(a),  this Trust  Agreement  may also be amended by the Owner  Trustee  upon
receipt of the written  consent of the  Majority  Certificateholders;  PROVIDED,
HOWEVER,  that no  amendment  which would have an adverse  effect on the time or
manner or rates of distributions to any Certificateholder, or which would result
in adverse income or franchise tax  consequences to the  Certificateholder  as a
result  of its  owning  Certificates,  including  in  the  case  of the  Initial
Certificateholders,  its members or the direct and indirect owners thereof,  its
directors, officers, stockholders, agents and employees of any of the foregoing,
shall be made without the consent of the  Certificateholder  of each outstanding
Certificate  affected thereby.  Promptly after the execution of any amendment or
consent, the Trust shall cause a written notice which sets forth the substantive
provisions of the amendment to be delivered to the Certificateholders;  PROVIDED
that the  failure  of the Owner  Trustee to deliver  any such  notice  shall not
impair or affect the validity of such amendment.

                                       30

<PAGE>

EXHIBIT 10.2

         (c)  WAIVERS.  No term or  provision  hereof  may be  changed,  waived,
discharged or terminated orally,  but only by an instrument in writing;  and any
waiver of the terms hereof shall be effective only in the specific  instance and
for the specific purpose given.

         (d) CONDITIONS PRECEDENT TO EXECUTION OF AMENDMENTS. In connection with
the execution of any  amendment to this Trust  Agreement or any amendment of any
other  agreement  to which the  Trust is a party,  the  Owner  Trustee  shall be
entitled  to receive  and,  subject to Section  6.6,  conclusively  rely upon an
opinion of legal  counsel to the effect that such  amendment  is  authorized  or
permitted by the Basic Documents and that all conditions  precedent in the Basic
Documents  for the  execution  and  delivery  thereof  by the Trust or the Owner
Trustee, as the case may be, have been satisfied.

         Section 11.4 NO LEGAL TITLE OF  CERTIFICATEHOLDERS  TO TRUST  PROPERTY.
The Certificateholders  shall not have legal title to any property of the Trust.
The  Certificateholders  shall be entitled to receive distribution payments with
respect  to their  beneficial  interests  in the  Trust in  accordance  with the
provisions of Article V hereof.  No transfer,  by operation of law or otherwise,
of any right,  title and interest in the Trust shall  operate to terminate  this
Trust  Agreement  or the  trusts  hereunder  or  entitle  any  transferee  to an
accounting or to the transfer to it of legal title to any property of the Trust.

         Section  11.5  SURVIVAL OF AGREEMENT  PROVISIONS.  Sections 6.6 and 6.7
shall survive the  termination  of this Trust  Agreement and the  resignation or
removal of the Owner Trustee.

         Section 11.6 NOTICES. Any notice required hereunder shall be in writing
and  shall be sent to the  appropriate  address  indicated  below or such  other
mailing  address  notice of which has been given by the party whose  address has
changed to the Owner Trustee. Any notice shall be deemed to have been duly given
if (i) mailed,  first-class,  postage pre-paid,  on the third Business Day after
deposit in the U.S.  mail,  (ii)  personally  delivered or delivered by telecopy
(and confirmed by telephone), when received, (iii) sent by overnight courier, on
the  second  following  Business  Day,  or (iv) by  telegram,  on the  following
Business Day.

                                       31

<PAGE>

EXHIBIT 10.2

                     (a)       to the Owner Trustee:

                                CS Resorts, Inc.

                               1133 Connecticut Avenue, NW
                               Suite 310
                             Washington, D.C. 20036

                              Attn: Loan Management

                     (b)       to the Delaware Trustee:

                               The Capital Trust Company of Delaware
                               2711 Centerville Road, Suite 210
                               Wilmington, Delaware  19808
                               Attn:  Trust Administration

                     (c)       to the Initial Certificateholders:

                               At the address for such Certificateholder
                               provided in SCHEDULE 1 hereto

                     (d)       to any other Certificateholder:

                               At the address for such Certificateholder
                               provided to the Owner Trustee

         Section  11.7  ENTIRE   AGREEMENT.   The  Owner  Trustee's  duties  and
responsibilities to any Certificateholder or any Person interested therein shall
be limited to those specifically set forth in this Trust Agreement and there are
no promises,  undertakings,  representations  or warranties by the Owner Trustee
relative to the Trust not expressly set forth or referred to herein.

         Section 11.8 SEVERABILITY.  Any provision of this Trust Agreement which
is  prohibited  or  unenforceable   in  any  jurisdiction   shall,  as  to  such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         Section  11.9  SEPARATE  COUNTERPARTS.  This  Trust  Agreement  may  be
executed by the parties hereto in separate  counterparts,  each of which when so
executed and delivered  shall be an original,  but all such  counterparts  shall
together constitute but one and the same instrument.  It shall not be necessary,
when making proof of this Trust  Agreement,  to produce or account for more than
one counterpart.

         Section 11.10  SUCCESSORS  AND ASSIGNS.  All  covenants and  agreements
contained  herein shall be binding upon,  and inure to the benefit of, the Owner
Trustee, and its successors and assigns.

                                       32

<PAGE>

EXHIBIT 10.2

         Section  11.11  HEADINGS.  The  headings  of the various  Articles  and
Sections  herein are for  convenience  of reference only and shall not define or
limit any of the terms or provisions hereof.

         Section 11.12 GOVERNING LAW. THIS TRUST AGREEMENT SHALL IN ALL RESPECTS
BE GOVERNED  BY, AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF
DELAWARE, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

         Section  11.13  NO  PETITION  COVENANT.  The  Owner  Trustee  and  each
Certificateholder  shall  not,  prior to the date  which is one year and one day
after  the  redemption  in  whole  of  all  of the  outstanding  Pass  Through-A
Certificates and all of the outstanding Pass Through-B Certificates,  acquiesce,
petition  or  otherwise  invoke or cause the Trust to invoke the  process of any
court or  governmental  authority  for the purpose of commencing or sustaining a
case  against  the Trust under any federal or state  bankruptcy,  insolvency  or
similar law or appointing a receiver, liquidator,  assignee, trustee, custodian,
sequestrator or other similar  official of the Trust or any substantial  part of
its property,  or making a general  assignment for the benefit of creditors,  or
ordering the winding up or liquidation of the affairs of the Trust.

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]


                                       33

<PAGE>

EXHIBIT 10.2



                                 TRUST AGREEMENT

         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed by their respective officers thereunto duly authorized as of
the date first set forth above.

                                   CAPITALSOURCE FINANCE LLC,
                                   as an Initial Certificateholder

                                   By:
                                      ----------------------------------------
                                      Name:

                                     Title:

                                   EQUIVEST CAPITAL, INC.,
                                   as an Initial Certificateholder

                                   By:
                                      ----------------------------------------
                                      Name:

                                     Title:

                                   CS RESORTS, INC., not in its
                                   individual capacity  but solely
                                   as Owner Trustee of the Trust

                                   By:
                                      ----------------------------------------
                                      Name:

                                     Title:

                                   THE CAPITAL TRUST COMPANY OF DELAWARE, not in
                                   its   individual   capacity   but  solely  as
                                   Delaware Trustee of the Trust

                                   By:
                                      ----------------------------------------
                                      Name:

                                     Title:

<PAGE>

EXHIBIT 10.2



                                   SCHEDULE 1

                           INITIAL CERTIFICATEHOLDERS

                           PASS THROUGH-A CERTIFICATES

           Amount:  $4,437,246.22
           Initial Certificateholder:  CapitalSource Finance LLC
           Address for Notices:
                               1133 Connecticut Avenue, NW
                               Suite 310
                             Washington, D.C. 20036

                              Attn: Loan Management

                           PASS THROUGH-B CERTIFICATES

           Amount:  $233,539.27
           Initial Certificateholder:  CapitalSource Finance LLC
           Address for Notices:
                               1133 Connecticut Avenue, NW
                               Suite 310
                             Washington, D.C. 20036

                              Attn: Loan Management

                              EQUITY-1 CERTIFICATES

           Amount:  $100
           Initial Certificateholder:  Equivest Capital, Inc.
           Address for Notices:
                               Two Clinton Square

                               Syracuse, NY 13202

                               Attention: President
                               Facsimile:  (315) 422-9477




<PAGE>

EXHIBIT 10.2



                                   SCHEDULE 2

                                PORTFOLIO ASSETS

1).  Coconut  Palms IV Loan - Loan  from the Trust to Ocean  Development  Group,
     Inc., a Florida corporation, in the maximum principal amount of $9,000,000,
     dated as of April 19, 1998. It has been  represented  to the Trust that, as
     of August 23, 2001, the outstanding balance of this loan is $4,107,428.00.

2).  Loan  from  the  Trust  to  Carmel  Development,  Inc.,  a  South  Carolina
     corporation,  in the maximum  principal  amount of $2,400,000,  dated as of
     July 17, 1998. It has been  represented to the Trust that, as of August 23,
     2001, the outstanding balance of this loan is $563,357.

<PAGE>

EXHIBIT 10.2

                             CS Resorts - 2001 Trust

                             SCHEDULE OF DEFINITIONS

                  "Account  Balance" has the meaning set forth in Section 4.2 of
the Trust Agreement.

                  "Affiliate"  means as to any Person,  any other Person  which,
directly or  indirectly,  is in control of, is controlled by, or is under common
control  with,  such  Person.  For purposes of this  definition,  "control" of a
Person means the power,  directly or indirectly,  either to (a) vote 51% or more
of the securities  having ordinary voting power for the election of directors of
such Person or (b) direct or cause the direction of the  management and policies
of such Person whether by contract or otherwise.

                  "Agency  Office" means the office required to be maintained by
the Issuer where notices and demands to and upon the Issuer may be served.

                  "Agreement"   means   the   Trust   Agreement,   as   amended,
supplemented or modified from time to time.

                  "Authorized Denomination" has the meaning set forth in Section
3.1 of the Trust Agreement.

                  "Authorized  Officer" means,  with respect to the Issuer,  any
officer of the Owner  Trustee who is  authorized to act for the Owner Trustee in
matters relating to the Issuer.

                  "Basic Documents" means the Trust Agreement, the Certificates,
the Subscription Agreement,  the Loan Sale Agreement, the Exchange Agreement and
the Servicing Agreement.

                  "Benefit Plan" means (i) an employee  benefit plan (as defined
in section 3(3) of ERISA), which is subject to ERISA, (ii) a plan (as defined in
section  4975(e)(1) of the Code) which is subject to section 4975 of the Code or
(iii) any  other  "benefit  plan  investor"  (within  the  meaning  of 29 C.F.R.
2510.3-101(f)(2)).

                  "Book-Entry Certificate" means each uncertificated Certificate
issued by the Trust in fully  registered  form  pursuant  to the  provisions  of
Section 3.11 of the Trust Agreement.

                  "Business  Day" means any day other than  Saturday,  Sunday or
any other day on which commercial  banks in Washington,  D.C., or the city where
the Corporate Trust Office of the Owner Trustee is located and are authorized or
required by law to be closed.

                   "Capital  Accounts"  has the meaning set forth in Section 4.1
of the Trust Agreement.

<PAGE>

EXHIBIT 10.2



                  "Capital  Account  Adjustment Date" means any of the following
dates: (a) the Closing Date, (b) the date of redemption of any Certificates; (c)
the last day of any taxable year of the Trust; or (d) any other date on which it
is necessary to determine adjusted Account Balances.

                  "Capital   Account   Adjustment   Period"   means  the  period
commencing on the preceding  Capital  Account  Adjustment Date and ending on the
day  preceding  the Capital  Account  Adjustment  Date with respect to which the
determination of the Capital Account balances is being made.

                  "Certificates"   means,   collectively,   the  Pass  Through-A
Certificates, the Pass Through-B Certificates and the Equity-1 Certificates.

                  "Certificate  Register"  has the  meaning set forth in Section
3.3 of the Trust Agreement.

                  "Certificateholder" means any record owner of a Certificate as
reflected on the Certificate Register.

                   "Closing Date" means September 7, 2001.

                  "Code" means the Internal Revenue Code of 1986, as amended, or
any successor act thereto.

                  "Corporate Trust Office" with respect to the Owner Trustee has
the meaning set forth in Section 2.2 of the Trust Agreement.

                  "Definitive  Certificates" means each certificated Certificate
issued  by the Trust in  definitive,  fully  registered  form  without  interest
coupons as set forth in Section 3.2 of the Trust  Agreement  and pursuant to the
provisions of Section 3.11 of the Trust Agreement.

                  "Delaware  Business  Trust Act" has the  meaning  set forth in
Section 2.3 of the Trust Agreement.

                  "Delaware   Trustee"   means  The  Capital  Trust  Company  of
Delaware,  not in its  individual  capacity but solely as the  Delaware  trustee
under the Trust  Agreement,  and any successor  qualifying under Section 6.20 of
the Trust Agreement.

                   "Distribution   Date"  means  the  Business  Day  immediately
following  the Business  Day upon which any payment in respect of the  Portfolio
Assets is received by the Trust.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974, as amended,  and the regulations  promulgated  thereunder or any successor
act thereto.

                  "Equity-1  Certificate"  means a  beneficial  interest  in the
Trust that is designated as an Equity-1  Certificate  and which is issued by the
Trust pursuant to the Trust Agreement.

<PAGE>

EXHIBIT 10.2



                  "Excess  Interest" means the remainder of any Interest Payment
after  application of such payment  pursuant to clause (i), (ii), (iii) and (iv)
of Section 5.1.

                  "Exchange  Agreement" means that certain  Exchange  Agreement,
dated as of September 7, 2001, by and among CapitalSource,  the Trust,  Equivest
Finance, Inc. and ECI.

                  "GAAP" means generally accepted  accounting  principles in the
United States, consistently applied.

                  "Initial  Certificateholders" has the meaning set forth in the
introductory paragraph of the Trust Agreement.

                  "Investment  Company Act" means the Investment  Company Act of
1940, as amended,  and the regulations  promulgated  thereunder or any successor
thereto.

                  "Interest Payment" means any payment or portion of any payment
received  by the Trust that is  characterized  by the Owner  Trustee in its sole
discretion as an interest payment in respect of the Portfolio Assets.

                  "Issuer"  means  the CS  Resorts  -  2001  Trust,  a  Delaware
business trust, created pursuant to the Trust Agreement.

                  "Loan Sale  Agreement"  mean that certain Loan Sale Agreement,
dated as of September 7, 2001, by and among CapitalSource and the Trust.

                  "Losses" has the meaning set forth in Section 6.7 of the Trust
Agreement.

                  "Majority   Certificateholders"   means,   at  any   time   of
determination,  the  following:  (i)  if any  Pass  Through-A  Certificates  are
outstanding then the Certificateholders  owning more than 50% of the outstanding
principal  balance of Pass  Through-A  Certificates;  (ii) if no Pass  Through-A
Certificates  are outstanding but Pass Through-B  Certificates  are outstanding,
then the  Certificateholders  owning more than 50% of the outstanding  principal
balance  of  Pass  Through-B   Certificates  and  (iii)  if  no  Pass  Through-A
Certificates  and no  Pass  Through-B  Certificates  are  outstanding  then  the
Certificateholders  owning more than 50% of the outstanding principal balance of
the Equity-1 Certificates.

                   "Net Expense" means for any Capital Account Adjustment Period
the Operating Expenses (paid or accrued) attributable to such period.

                  "Operating  Expenses" has the meaning set forth in Section 7.4
of the Trust Agreement.

                  "Option Agreement" means that certain Option Agreement,  dated
as of September 7, 2001, executed by CapitalSource in favor of ECI.

<PAGE>

EXHIBIT 10.2



                  "Organizational Expenses" has the meaning set forth in Section
7.4 of the Trust Agreement.

                  "Outstanding  Certificate  Balance"  means,  at any time,  the
aggregate unpaid principal balance of all Certificates then outstanding.

                  "Owner   Trustee"   means  CS   Resorts,   Inc.,   a  Delaware
corporation,  not in its  individual  capacity but solely as owner trustee under
the Trust  Agreement,  and any  successor  qualifying  under Section 6.17 of the
Trust Agreement.

                  "Owner  Trustee  Fee" has the meaning set forth in Section 6.4
of the Trust Agreement.

                  "Pass Through-A  Certificate"  means a beneficial  interest in
the Trust that is designated as a Pass Through-A Certificate and which is issued
by the Trust pursuant to the Trust Agreement.

                  "Pass Through-A Dividends" means a dividend payable in respect
of  the  Pass  Through-A  Certificates  that  accrues  on all  outstanding  Pass
Through-A Certificates at an annual rate equal to the Pass Through-A Rate and is
calculated based on the actual number of days elapsed during the period to which
such dividend relates divided by 360 days.

                  "Pass  Through-A Rate" means the Prime Rate plus 2.00% as such
rate may be  increased  pursuant  to  Section  3.1(e)  of the  Trust  Agreement;
provided  that at no time  shall  the Pass  Through-A  Rate be less that 10% per
annum.

                  "Pass Through-B  Certificate"  means a beneficial  interest in
the Trust that is designated as a Pass Through-B Certificate and which is issued
by the Trust pursuant to the Trust Agreement.

                  "Pass Through-B Dividends" means a dividend payable in respect
of  the  Pass  Through-B  Certificates  that  accrues  on all  outstanding  Pass
Through-B Certificates at an annual rate equal to the Pass Through-B Rate and is
calculated based on the actual number of days elapsed during the period to which
such dividend relates divided by 360 days.

                  "Pass Through-B Rate" means 0%.

                  "Person"   means  any   legal   person,   including,   without
limitation, any individual,  corporation,  estate,  partnership,  joint venture,
association,  joint stock company,  trust  (including any beneficiary  thereof),
limited  liability  company,  unincorporated  organization  or government or any
agency or political subdivision thereof or other entity of similar nature.

                  "Portfolio  Assets"  means  those  certain  loans set forth on
Schedule 2 to the Trust Agreement.

<PAGE>

EXHIBIT 10.2



                  "Prime  Rate"  means  the  prime  commercial  lending  rate as
announced from time to time by Citibank,  N.A. or its successor at its principal
office  in New  York,  New York or such  other  office  as  shall be  reasonably
acceptable  to Owner  Trustee (it being  understood  that said prime  commercial
lending rate is a reference rate and does not  necessarily  represent the lowest
or best rate being  charged to any  customer),  each  change in said rates to be
effective as of the date of such change.

                  "Proceeding" means any suit in equity,  action at law or other
judicial or administrative proceeding.

                  "Purchase Agreement" means any subscription  agreement entered
into by a  Certificateholder  pursuant  to Section  3.1 of the Trust  Agreement,
substantially in the form of Exhibit B to the Trust Agreement.

                  "Securities Act" means the Securities Act of 1933, as amended,
or any successor act thereto.

                  "Servicing  Agent" means ECI, engaged as servicing agent under
the Servicing Agreement,  or any successor thereto pursuant to the terms of such
Servicing Agreement.

                  "Servicing Agreement" means the Servicing Agreement,  dated as
of September 7, 2001,  between the Trust and the Servicing  Agent in the form of
Exhibit C hereto,  to be entered into according to the provisions of Section 7.6
of the Trust Agreement, as amended, supplemented, modified or replaced from time
to time.

                  "Sharing    Percentage"    means,    with   respect   to   any
Certificateholder,  the aggregate unpaid principal  balance of Certificates held
by such  Certificateholder  expressed  as a percentage  of the then  Outstanding
Certificate Balance.

                  "Tax Matters Partner" has the meaning set forth in Section 7.1
of the Trust Agreement.

                  "transfer"  has the  meaning  set forth in Section  3.6 of the
Trust Agreement.

                  "Transfer    Certificate"   means,   with   respect   to   the
Certificates, Exhibit E to the Trust Agreement.

                  "Trust" means CS Resorts - 2001 Trust, created pursuant to the
Trust Agreement.

                  "Trust  Agreement"  has the  meaning  set forth in the initial
paragraph  of the Trust  Agreement  and  includes  all  schedules  and  exhibits
thereto,  as the same may be amended,  supplemented and/or modified from time to
time.

                  "Trustees" means,  collectively,  the Delaware Trustee and the
Owner Trustee.

<PAGE>

EXHIBIT 10.2



                  "U.S.  Dollars" or "$" or "Dollars"  means the lawful currency
of the United States of America.





<PAGE>

EXHIBIT 10.2





                                                                     Exhibit A-1

                        FORM OF DEFINITIVE PASS THROUGH-A CERTIFICATE

                  THIS PASS THROUGH-A  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR ANY STATE SECURITIES LAWS AND NEITHER THIS PASS THROUGH-A CERTIFICATE NOR ANY
INTEREST  HEREIN  MAY BE  OFFERED,  SOLD  OR  OTHERWISE  TRANSFERRED  EXCEPT  IN
ACCORDANCE WITH THE CONDITIONS SET FORTH IN THE TRUST AGREEMENT (AS DESCRIBED ON
THE REVERSE HEREOF, THE "TRUST  AGREEMENT"),  APPLICABLE  SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR TO SUCH OTHER  PERSONS IN ACCORDANCE  WITH ANOTHER
EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT;  PROVIDED,
THAT AN OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER IS DELIVERED STATING THAT
SUCH TRANSFER WOULD BE IN COMPLIANCE WITH THE SECURITIES  ACT. IN ADDITION,  THE
ISSUER HEREOF HAS NOT BEEN AND WILL NOT BE REGISTERED AS AN "INVESTMENT COMPANY"
UNDER THE INVESTMENT  COMPANY ACT OF 1940, AS AMENDED (THE  "INVESTMENT  COMPANY
ACT") AND NO TRANSFER OF THIS PASS THROUGH-A  CERTIFICATE OR ANY INTEREST HEREIN
MAY BE MADE UNLESS THE TRANSFEREE IS A "QUALIFIED PURCHASER" (WITHIN THE MEANING
OF SECTION  3(c)(7) OF THE  INVESTMENT  COMPANY ACT) OR IF SUCH  TRANSFER  WOULD
REQUIRE  REGISTRATION OF THE ISSUER HEREOF AS AN "INVESTMENT  COMPANY" UNDER THE
INVESTMENT  COMPANY ACT. THIS PASS THROUGH-A  CERTIFICATE IS  TRANSFERABLE  ONLY
UPON  COMPLIANCE  WITH THE PROVISIONS OF THE TRUST  AGREEMENT  PURSUANT TO WHICH
THIS PASS THROUGH-A CERTIFICATE WAS ISSUED.

                  THE  TRUST   AGREEMENT   PROVIDES  THAT  THIS  PASS  THROUGH-A
CERTIFICATE  MAY NOT BE  TRANSFERRED  UNLESS (1) THE  PURCHASER  REPRESENTS  AND
COVENANTS THAT (a) IT IS PURCHASING THIS PASS THROUGH-A  CERTIFICATE FOR ITS OWN
ACCOUNT;  (b)  EITHER  (i)  IT IS  NOT,  FOR  FEDERAL  INCOME  TAX  PURPOSES,  A
PARTNERSHIP,  GRANTOR TRUST OR S CORPORATION (AS DEFINED IN THE INTERNAL REVENUE
CODE OF 1986,  AS AMENDED  (THE  "CODE")) OR (ii) IT IS FOR  FEDERAL  INCOME TAX
PURPOSES, A PARTNERSHIP, GRANTOR TRUST OR S CORPORATION BUT, AFTER GIVING EFFECT
TO THIS  PURCHASE  OF THIS  PASS  THROUGH-A  CERTIFICATE,  LESS  THAN 60% OF THE
AGGREGATE VALUE OF ITS ASSETS WOULD CONSIST OF  CERTIFICATES  (AS DEFINED IN THE
TRUST AGREEMENT); AND (c) THIS PASS THROUGH-A CERTIFICATE HAS NOT BEEN AND SHALL
NOT BE TRANSFERRED THROUGH AN "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING
OF SECTION 7704(b) OF THE CODE; AND (2) THE PURCHASER  CERTIFIES UNDER PENALTIES
OF PERJURY THAT IT IS A "U.S.  PERSON," AS DEFINED IN SECTION 7701(a)(30) OF THE
CODE.

<PAGE>

EXHIBIT 10.2



                  THE INITIAL  CERTIFICATEHOLDER  HAS REPRESENTED AND COVENANTED
THAT IT IS HOLDING THE PASS THROUGH-A  CERTIFICATES  FOR ITS OWN ACCOUNT AND (b)
INTERESTS  IN THE  INITIAL  CERTIFICATEHOLDER  HAVE NOT BEEN  AND  SHALL  NOT BE
TRANSFERRED THROUGH AN ESTABLISHED SECURITIES MARKET.

                  NO EMPLOYEE  BENEFIT  PLAN (AS DEFINED IN SECTION  3(3) OF THE
EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHICH IS
SUBJECT TO THE PROVISIONS OF ERISA, NO PLAN (AS DEFINED IN SECTION 4975(e)(1) OF
THE CODE),  WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, NO OTHER "BENEFIT PLAN
INVESTOR"  (WITHIN THE  MEANING OF 29 C.F.R.  ss.  2510.3-101(f)(2)),  NO PERSON
ACTING ON BEHALF OF THE  AFOREMENTIONED AND NO INSURANCE COMPANY GENERAL ACCOUNT
(UNLESS  CERTAIN  SPECIFIED  CONDITIONS  ARE MET) MAY PURCHASE OR HOLD THIS PASS
THROUGH-A CERTIFICATE OR ANY INTEREST HEREIN

                             CS RESORTS - 2001 TRUST

                           PASS THROUGH-A CERTIFICATE

$---------

                  THIS  CERTIFIES THAT  ____________________________________  is
the registered owner of a non-assessable, fully-paid, fractional undivided "Pass
Through-A" beneficial interest in CS RESORTS - 2001 TRUST (the "Trust").

                  The Trust was created  pursuant to a trust  agreement dated as
of September 6, 2001 (as amended,  supplemented  or modified  from time to time,
the "Trust Agreement"),  between CAPITALSOURCE FINANCE LLC and EQUIVEST CAPITAL,
INC.  as the  initial  certificateholders  (together  with  its  successors  and
permitted  assigns,  the  "Certificateholder"),  and CS Resorts,  Inc., as owner
trustee (the "Owner Trustee").  To the extent not otherwise defined herein,  the
capitalized  terms used herein have the  meanings  assigned to them in the Trust
Agreement.

                  This Pass Through-A  Certificate is one of the duly authorized
Pass  Through-A  Certificates  referred  to in the  Trust  Agreement.  This Pass
Through-A  Certificate  is issued under and is subject to the terms,  provisions
and  conditions  of the Trust  Agreement,  the  terms of which are  incorporated
herein  by  reference  and made a part  hereof,  to which  Trust  Agreement  the
Certificateholder  by virtue of the acceptance  hereof assents and by which such
Certificateholder is bound.

                  On each Distribution Date, the Trust, solely out of the assets
of the  Trust  actually  received  and  held by the  Owner  Trustee,  will  make
distributions   to  the   Certificateholder   in  an   amount   equal   to  such
Certificateholder's  pro rata portion for such Distribution  Date, to the extent
of funds available therefor.  Distributions shall be payable by wire transfer in
immediately  available funds to the account designated by the  Certificateholder
hereof pursuant to the Trust Agreement.

<PAGE>

EXHIBIT 10.2



                  Each  Certificateholder  by  acceptance  of a  Pass  Through-A
Certificate  covenants  and  agrees  that  it  will  treat  the  Pass  Through-A
Certificates as representing equity interests in a partnership for United States
federal income tax purposes.

                  On any  redemption  provided  for in Section  8.1 of the Trust
Agreement,  the Trust, solely out of the assets of the Trust available therefor,
promises to pay to the Certificateholder an amount equal to the positive balance
of such  Certificateholder's  Capital  Account,  if any,  by  wire  transfer  in
immediately available funds to the account designated by such Certificateholder.

                  This Pass  Through-A  Certificate  is subject to redemption in
accordance with the provisions of Article VIII of the Trust Agreement.

                  THIS  PASS  THROUGH-A   CERTIFICATE   SHALL  BE  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF  DELAWARE,  WITHOUT  REFERENCE  TO THE
CONFLICT OF LAW PROVISIONS THEREOF, AND THE OBLIGATIONS,  RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  IN WITNESS  WHEREOF,  the Trust has caused this Pass Through-A
Certificate to be duly executed.

                      CS RESORTS - 2001 TRUST

                      By:     CS RESORTS, INC., not in its individual capacity,
                              but solely as Owner Trustee

Dated:               By:
        ------------  ----------------------------------------------------------
                              Name:
                              Title:




<PAGE>

EXHIBIT 10.2




EXHIBIT 10.2
                                                                     Exhibit A-2

                  FORM OF DEFINITIVE PASS THROUGH-B CERTIFICATE

                  THIS PASS THROUGH-B  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR ANY STATE SECURITIES LAWS AND NEITHER THIS PASS THROUGH-B CERTIFICATE NOR ANY
INTEREST  HEREIN  MAY BE  OFFERED,  SOLD  OR  OTHERWISE  TRANSFERRED  EXCEPT  IN
ACCORDANCE WITH THE CONDITIONS SET FORTH IN THE TRUST AGREEMENT (AS DESCRIBED ON
THE REVERSE HEREOF; THE "TRUST  AGREEMENT"),  APPLICABLE  SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR TO SUCH OTHER  PERSONS IN ACCORDANCE  WITH ANOTHER
EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT;  PROVIDED,
THAT AN OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER IS DELIVERED STATING THAT
SUCH TRANSFER WOULD BE IN COMPLIANCE WITH THE SECURITIES  ACT. IN ADDITION,  THE
ISSUER HEREOF HAS NOT BEEN AND WILL NOT BE REGISTERED AS AN "INVESTMENT COMPANY"
UNDER THE INVESTMENT  COMPANY ACT OF 1940, AS AMENDED (THE  "INVESTMENT  COMPANY
ACT") AND NO TRANSFER OF THIS PASS THROUGH-B  CERTIFICATE OR ANY INTEREST HEREIN
MAY BE MADE UNLESS THE TRANSFEREE IS A "QUALIFIED PURCHASER" (WITHIN THE MEANING
OF SECTION  3(c)(7) OF THE  INVESTMENT  COMPANY ACT) OR IF SUCH  TRANSFER  WOULD
REQUIRE  REGISTRATION OF THE ISSUER HEREOF AS AN "INVESTMENT  COMPANY" UNDER THE
INVESTMENT  COMPANY ACT. THIS PASS THROUGH-B  CERTIFICATE IS  TRANSFERABLE  ONLY
UPON  COMPLIANCE  WITH THE PROVISIONS OF THE TRUST  AGREEMENT  PURSUANT TO WHICH
THIS PASS THROUGH-B CERTIFICATE WAS ISSUED.

                  THE TRUST AGREEMENT  PROVIDES THIS PASS THROUGH-B  CERTIFICATE
MAY NOT BE  TRANSFERRED  UNLESS (1) THE PURCHASER  REPRESENTS AND COVENANTS THAT
(a) IT IS PURCHASING THIS PASS THROUGH-B  CERTIFICATE  FOR ITS OWN ACCOUNT;  (b)
EITHER (i) IT IS NOT, FOR FEDERAL INCOME TAX PURPOSES,  A  PARTNERSHIP,  GRANTOR
TRUST OR S  CORPORATION  (AS DEFINED IN THE INTERNAL  REVENUE  CODE OF 1986,  AS
AMENDED  (THE  "CODE"))  OR  (ii)  IT IS FOR  FEDERAL  INCOME  TAX  PURPOSES,  A
PARTNERSHIP,  GRANTOR  TRUST OR S CORPORATION  BUT,  AFTER GIVING EFFECT TO THIS
PURCHASE  OF THIS PASS  THROUGH-B  CERTIFICATE,  LESS THAN 60% OF THE  AGGREGATE
VALUE OF ITS ASSETS  WOULD  CONSIST  OF  CERTIFICATES  (AS  DEFINED IN THE TRUST
AGREEMENT);  AND (c) THIS PASS THROUGH-B  CERTIFICATE HAS NOT BEEN AND SHALL NOT
BE TRANSFERRED THROUGH AN "ESTABLISHED  SECURITIES MARKET" WITHIN THE MEANING OF
SECTION 7704(b) OF THE CODE; AND (2) THE PURCHASER  CERTIFIES UNDER PENALTIES OF
PERJURY  THAT IT IS A "U.S.  PERSON," AS DEFINED IN SECTION  7701(a)(30)  OF THE
CODE.

<PAGE>

EXHIBIT 10.2



                  THE INITIAL  CERTIFICATEHOLDER  HAS REPRESENTED AND COVENANTED
THAT (a) IT IS HOLDING THE PASS THROUGH-B  CERTIFICATES  FOR ITS OWN ACCOUNT AND
(b)  INTERESTS IN THE INITIAL  CERTIFICATEHOLDER  HAVE NOT BEEN AND SHALL NOT BE
TRANSFERRED THROUGH AN ESTABLISHED SECURITIES MARKET.

                  NO EMPLOYEE  BENEFIT  PLAN (AS DEFINED IN SECTION  3(3) OF THE
EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHICH IS
SUBJECT TO THE PROVISIONS OF ERISA, NO PLAN (AS DEFINED IN SECTION 4975(e)(1) OF
THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE,  NO OTHER  "BENEFIT PLAN
INVESTOR"  (WITHIN THE  MEANING OF 29 C.F.R.  ss.  2510.3-101(f)(2)),  NO PERSON
ACTING ON BEHALF OF THE  AFOREMENTIONED AND NO INSURANCE COMPANY GENERAL ACCOUNT
(UNLESS  CERTAIN  SPECIFIED  CONDITIONS  ARE MET) MAY PURCHASE OR HOLD THIS PASS
THROUGH-B CERTIFICATE OR ANY INTEREST HEREIN.

                             CS RESORTS - 2001 TRUST

                           PASS THROUGH-B CERTIFICATE

$-------------

                  THIS  CERTIFIES THAT  ____________________________________  is
the registered owner of a non-assessable, fully-paid, fractional undivided "Pass
Through-B" beneficial interest in CS RESORTS - 2001 TRUST (the "Trust").

                  The Trust was created  pursuant to a trust  agreement dated as
of September 6, 2001 (as amended,  supplemented  or modified  from time to time,
the "Trust Agreement"),  between CAPITALSOURCE FINANCE LLC and EQUIVEST CAPITAL,
INC.  as the  initial  certificateholders  (together  with  its  successors  and
permitted  assigns,  the  "Certificateholder"),  and CS Resorts,  Inc., as owner
trustee (the "Owner Trustee").  To the extent not otherwise defined herein,  the
capitalized  terms used herein have the  meanings  assigned to them in the Trust
Agreement.

                  This Pass Through-B  Certificate is one of the duly authorized
Pass  Through-B  Certificates  referred  to in the  Trust  Agreement.  This Pass
Through-B  Certificate  is issued under and is subject to the terms,  provisions
and  conditions  of the Trust  Agreement,  the  terms of which are  incorporated
herein  by  reference  and made a part  hereof,  to which  Trust  Agreement  the
Certificateholder  by virtue of the acceptance  hereof assents and by which such
Certificateholder is bound.

                  On each Distribution Date, the Trust, solely out of the assets
of the  Trust  actually  received  and  held by the  Owner  Trustee,  will  make
distributions   to  the   Certificateholder   in  an   amount   equal   to  such
Certificateholder's  pro rata portion for such Distribution  Date, to the extent
of funds available therefor.  Distributions shall be payable by wire transfer in
immediately  available funds to the account designated by the  Certificateholder
hereof pursuant to the Trust Agreement.

<PAGE>

EXHIBIT 10.2



                  Each  Certificateholder  by  acceptance  of a  Pass  Through-B
Certificate  covenants  and  agrees  that  it  will  treat  the  Pass  Through-B
Certificates as representing equity interests in a partnership for United States
federal income tax purposes.

                  On any  redemption  provided  for in Section  8.1 of the Trust
Agreement,  the Trust, solely out of the assets of the Trust available therefor,
promises to pay to the Certificateholder an amount equal to the positive balance
of such  Certificateholder's  Capital  Account,  if any,  by  wire  transfer  in
immediately available funds to the account designated by such Certificateholder.

                  This Pass  Through-B  Certificate  is subject to redemption in
accordance with the provisions of Article VIII of the Trust Agreement.

                  THIS  PASS  THROUGH-B   CERTIFICATE   SHALL  BE  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF  DELAWARE,  WITHOUT  REFERENCE  TO THE
CONFLICT OF LAW PROVISIONS THEREOF, AND THE OBLIGATIONS,  RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  IN WITNESS  WHEREOF,  the Trust has caused this Pass Through-B
Certificate to be duly executed.

                      CS RESORTS - 2001 TRUST

                      By:     CS RESORTS, INC., not in its individual capacity,
                              but solely as Owner Trustee

Dated:               By:
        ------------  ----------------------------------------------------------
                              Name:
                              Title:





<PAGE>

EXHIBIT 10.2






                                                                     Exhibit A-3





<PAGE>

EXHIBIT 10.2





                     FORM OF DEFINITIVE EQUITY-1 CERTIFICATE

                  THIS  EQUITY-1  CERTIFICATE  HAS  NOT  BEEN  AND  WILL  NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR ANY STATE  SECURITIES  LAWS AND NEITHER  THIS  EQUITY-1  CERTIFICATE  NOR ANY
INTEREST HEREIN MAY BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED  EXCEPT WITH THE
CONSENT OF EACH OF THE OTHER CERTIFICATEHOLDERS AND IN ACCORDANCE WITH THE OTHER
CONDITIONS SET FORTH IN THE TRUST AGREEMENT (AS DESCRIBED ON THE REVERSE HEREOF;
THE "TRUST  AGREEMENT"),  APPLICABLE  SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR TO SUCH OTHER PERSONS IN ACCORDANCE  WITH ANOTHER  EXEMPTION  FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT;  PROVIDED,  THAT AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER IS DELIVERED STATING THAT SUCH TRANSFER WOULD
BE IN COMPLIANCE WITH THE SECURITIES ACT. IN ADDITION, THE ISSUER HEREOF HAS NOT
BEEN AND WILL NOT BE REGISTERED AS AN "INVESTMENT  COMPANY" UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED (THE  "INVESTMENT  COMPANY ACT") AND NO TRANSFER
OF THIS  EQUITY-1  CERTIFICATE  OR ANY  INTEREST  HEREIN MAY BE MADE  UNLESS THE
TRANSFEREE IS A "QUALIFIED  PURCHASER" (WITHIN THE MEANING OF SECTION 3(c)(7) OF
THE INVESTMENT  COMPANY ACT) OR IF SUCH TRANSFER WOULD REQUIRE  REGISTRATION  OF
THE ISSUER HEREOF AS AN "INVESTMENT  COMPANY" UNDER THE INVESTMENT  COMPANY ACT.
THIS  EQUITY-1  CERTIFICATE  IS  TRANSFERABLE  ONLY  UPON  COMPLIANCE  WITH  THE
PROVISIONS OF THE TRUST  AGREEMENT  PURSUANT TO WHICH THIS EQUITY-1  CERTIFICATE
WAS ISSUED.

                  THE TRUST AGREEMENT PROVIDES THIS EQUITY-1 CERTIFICATE MAY NOT
BE TRANSFERRED UNLESS (1) THE PURCHASER  REPRESENTS AND COVENANTS THAT (a) IT IS
PURCHASING THIS EQUITY-1  CERTIFICATE FOR ITS OWN ACCOUNT;  (b) EITHER (i) IT IS
NOT,  FOR  FEDERAL  INCOME  TAX  PURPOSES,  A  PARTNERSHIP,  GRANTOR  TRUST OR S
CORPORATION  (AS DEFINED IN THE INTERNAL  REVENUE CODE OF 1986,  AS AMENDED (THE
"CODE")) OR (ii) IT IS FOR FEDERAL INCOME TAX PURPOSES,  A PARTNERSHIP,  GRANTOR
TRUST OR S  CORPORATION  BUT,  AFTER  GIVING  EFFECT  TO THIS  PURCHASE  OF THIS
EQUITY-1  CERTIFICATE,  LESS THAN 60% OF THE AGGREGATE VALUE OF ITS ASSETS WOULD
CONSIST  OF  CERTIFICATES  (AS  DEFINED  IN THE TRUST  AGREEMENT);  AND (c) THIS
EQUITY-1  CERTIFICATE  HAS NOT BEEN AND  SHALL  NOT BE  TRANSFERRED  THROUGH  AN
"ESTABLISHED  SECURITIES  MARKET"  WITHIN THE MEANING OF SECTION  7704(b) OF THE
CODE; AND (2) THE PURCHASER  CERTIFIES  UNDER  PENALTIES OF PERJURY THAT IT IS A
"U.S. PERSON," AS DEFINED IN SECTION 7701(a)(30) OF THE CODE.

<PAGE>

EXHIBIT 10.2



                  THE INITIAL  CERTIFICATEHOLDER  HAS REPRESENTED AND COVENANTED
THAT (a) IT IS HOLDING  THE  EQUITY-1  CERTIFICATES  FOR ITS OWN ACCOUNT AND (b)
INTERESTS  IN THE  INITIAL  CERTIFICATEHOLDER  HAVE NOT BEEN  AND  SHALL  NOT BE
TRANSFERRED THROUGH AN ESTABLISHED SECURITIES MARKET.

                  NO EMPLOYEE  BENEFIT  PLAN (AS DEFINED IN SECTION  3(3) OF THE
EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHICH IS
SUBJECT TO THE PROVISIONS OF ERISA, NO PLAN (AS DEFINED IN SECTION 4975(e)(1) OF
THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE,  NO OTHER  "BENEFIT PLAN
INVESTOR"  (WITHIN THE  MEANING OF 29 C.F.R.  ss.  2510.3-101(f)(2)),  NO PERSON
ACTING ON BEHALF OF THE  AFOREMENTIONED AND NO INSURANCE COMPANY GENERAL ACCOUNT
(UNLESS CERTAIN SPECIFIED CONDITIONS ARE MET) MAY PURCHASE OR HOLD THIS EQUITY-1
CERTIFICATE OR ANY INTEREST HEREIN.

                             CS RESORTS - 2001 TRUST

                              EQUITY-1 CERTIFICATE

$ ---------
                  THIS  CERTIFIES THAT  ____________________________________  is
the  registered  owner of a  non-assessable,  fully-paid,  fractional  undivided
"Equity-1" beneficial interest in CS RESORTS - 2001 TRUST (the "Trust").

                  The Trust was created  pursuant to a trust  agreement dated as
of September 6, 2001 (as amended,  supplemented  or modified  from time to time,
the "Trust Agreement"),  between CAPITALSOURCE FINANCE LLC and EQUIVEST CAPITAL,
INC.  as the  initial  certificateholders  (together  with  its  successors  and
permitted  assigns,  the  "Certificateholder"),  and CS Resorts,  Inc., as owner
trustee (the "Owner Trustee").  To the extent not otherwise defined herein,  the
capitalized  terms used herein have the  meanings  assigned to them in the Trust
Agreement.

                  This  Equity-1  Certificate  is  one of  the  duly  authorized
Equity-1  Certificates  referred  to  in  the  Trust  Agreement.  This  Equity-1
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Trust Agreement, the terms of which are incorporated herein by
reference and made a part hereof, to which Trust Agreement the Certificateholder
by virtue of the acceptance  hereof assents and by which such  Certificateholder
is bound.

                  On each Distribution Date, the Trust, solely out of the assets
of the  Trust  actually  received  and  held by the  Owner  Trustee,  will  make
distributions   to  the   Certificateholder   in  an   amount   equal   to  such
Certificateholder's  pro rata portion for such Distribution  Date, to the extent
of funds available therefor.  Distributions shall be payable by wire transfer in
immediately  available funds to the account designated by the  Certificateholder
hereof pursuant to the Trust Agreement.

<PAGE>

EXHIBIT 10.2



                  Each Certificateholder by acceptance of a Equity-1 Certificate
covenants  and  agrees  that  it  will  treat  the  Equity-1   Certificates   as
representing  equity interests in a partnership for United States federal income
tax purposes.

                  Upon  termination  of the Trust  pursuant  to Article X of the
Trust  Agreement,  the Trust,  solely  out of the assets of the Trust  available
therefor,  promises  to pay to the  Certificateholder  an  amount  equal  to the
positive balance of such  Certificateholder's  Capital Account,  if any, by wire
transfer  in  immediately  available  funds to the  account  designated  by such
Certificateholder.

                  THIS  EQUITY-1  CERTIFICATE  SHALL BE CONSTRUED IN  ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO THE CONFLICT OF LAW
PROVISIONS  THEREOF,  AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  IN  WITNESS  WHEREOF,  the  Trust  has  caused  this  Equity-1
Certificate to be duly executed.

                      CS RESORTS - 2001 TRUST

                      By:     CS RESORTS, INC., not in its individual capacity,
                              but solely as Owner Trustee

Dated:               By:
        ------------  ----------------------------------------------------------
                              Name:
                              Title:




<PAGE>

EXHIBIT 10.2





                                                                       Exhibit B

                         FORM OF SUBSCRIPTION AGREEMENT

                                  See attached.

<PAGE>

EXHIBIT 10.2





                                                                       Exhibit C

                           FORM OF SERVICING AGREEMENT

                                  See attached.

<PAGE>

EXHIBIT 10.2





                                                                       Exhibit D

                CONDITIONS PRECEDENT TO DELIVERY OF CERTIFICATES
                     PURSUANT TO SECTIONS 3.2(a) AND 3.2(b)
                             OF THE TRUST AGREEMENT

                                  See attached.

<PAGE>

EXHIBIT 10.2





                                                                       Exhibit E

                          FORM OF TRANSFER CERTIFICATE

                                  See attached.

<PAGE>

EXHIBIT 10.2





                                                                       Exhibit F

                      FORM OF CONFIRMATION OF REGISTRATION

                           OF INTEREST IN CERTIFICATES

                                  See attached.