THIRD AMENDED AND RESTATED

                          COLLATERAL SECURITY AGREEMENT



      THIS THIRD AMENDED AND RESTATED COLLATERAL SECURITY AGREEMENT (as the same

may be amended, modified, renewed or extended from time to time, this

"Agreement") dated as of November 15, 2000, is made by F.I.R.C., Inc., a

Delaware corporation (the "GRANTOR"), with Wells Fargo Bank Minnesota, National

Association, a national banking association, as collateral and paying agent

(f/k/a Norwest Bank Minnesota, National Association, the "BANK COLLATERAL

AGENT"), for the ratable benefit of Bank of America, N.A. (successor in interest

to NationsBank, N.A., "BANK OF AMERICA"), as the agent for the Banks (as defined

below) under the Credit Agreement referred to below (hereinafter referred to as

the "LOAN AGENT") and the financial institutions listed on the signature pages

of and any other financial institution that may thereafter become a party to the

Credit Agreement referred to below (hereinafter collectively referred to as the

"BANKS").



                                   WITNESSETH:



      WHEREAS, the Grantor, the Loan Agent, and the Banks entered into that

certain Second Amended and Restated Credit Agreement dated as of November 15,

2000 (as may be amended, modified, renewed or extended from time to time, the

"CREDIT AGREEMENT"), pursuant to which the Banks will make revolving loans (the

"LOANS") to the Grantor from time to time; and



      WHEREAS, the Grantor will acquire certain Receivables (as defined in the

Credit Agreement) with the Loans advanced under the Credit Agreement; and



      WHEREAS, the Grantor previously entered into that certain Second Amended

and Restated Collateral Security Agreement, dated as of June 25, 1999 (the

"PRIOR SECURITY AGREEMENT"), granting to Wells Fargo Bank Minnesota, National

Association (f/k/a Norwest Bank Minnesota, National Association), for the

ratable benefit of the Loan Agent and the Banks, a security interest in, among

other things, the Receivables; and



      WHEREAS, it is a condition precedent to the effectiveness of the Second

Amended and Restated Credit Agreement that the Grantor enter into this Agreement

to amend and restate the Prior Security Agreement.



      NOW, THEREFORE, for and in consideration of the premises and the mutual

covenants herein set forth and other good and valuable consideration, the

receipt and adequacy of which are hereby acknowledged, and in order to induce

the Banks to enter into the Second Amended and Restated Credit Agreement and to

make the Loans, the Grantor, the Bank Collateral Agent, the Loan Agent and the

Banks hereby agree as follows:



      SECTION 1. DEFINITIONS. Unless the context clearly requires otherwise, all

initially capitalized terms defined in the Credit Agreement and not otherwise

defined herein shall have the meanings provided therein. In addition, unless the

context clearly requires otherwise, the following terms shall have the following

meanings:



      "ACTUAL CREDIT LOSSES" has the meaning set forth in the Credit Agreement.

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      "BASE LEVEL COLLATERAL ACCOUNT BALANCE" means, with respect to any

Distribution Date, an amount equal to the greater of (a) the Initial Deposit or

(b) one percent (1%) of the most recently determined Receivable Portfolio

Balance.



      "COLLATERAL" shall have the meaning specified in Section 6.



      "COLLATERAL ACCOUNT" shall have the meaning specified in Section 2.



      "COLLATERAL ACCOUNT PROPERTY" shall have the meaning specified in

 Section 2.



      "CORPORATE TRUST OFFICE" means the office of the Bank Collateral Agent at

which its corporate trust business shall be administered, which office at the

date of this Agreement shall be as set forth in Section 34 hereof.



      "CREDIT LOSS PERCENTAGE" has the meaning set forth in the Credit

Agreement.



      "CUSTODIAN FILES" shall have the meaning specified in Section 17.



      "DELIVERY" when used with respect to Collateral Account Property means:



            (a) with respect to bankers' acceptances, commercial paper,

      negotiable certificates of deposit and other obligations that constitute

      "instruments" within the meaning of Section 9.105(a)(9) of the UCC and are

      susceptible of physical delivery, transfer thereof to the Bank Collateral

      Agent by physical delivery to the Bank Collateral Agent endorsed to, or

      registered in the name of, the Bank Collateral Agent or its nominee or

      endorsed in blank;



            (b) with respect to a "certificated security" (as defined in Section

      8.102(a)(4) of the UCC), transfer thereof (i) by physical delivery of such

      certificated security to the Bank Collateral Agent endorsed to, or

      registered in the name of, the Bank Collateral Agent or its nominee, (ii)

      by physical delivery of such certificated security to another Person,

      other than a "securities intermediary" (as defined in Section 8.102(a)(14)

      of the UCC), acting on behalf of the Bank Collateral Agent, or if such

      Person has previously acquired possession of the certificated security, by

      such Person's acknowledgment that it holds such security on behalf of the

      Bank Collateral Agent, or (iii) by physical delivery of such certificated

      security to a securities intermediary acting on behalf of the Bank

      Collateral Agent, but only if the certificate is in registered form and

      has been specially indorsed to the Bank Collateral Agent by an effective

      indorsement (all of the foregoing Collateral Account property described in

      clauses (a) and (b) of the definition of "Delivery" being referred to as

      "Physical Property") and, in any event, any such Physical Property in

      registered form shall be in the name of the Bank Collateral Agent;



            (c) with respect to any financial asset issued by the U.S. Treasury,

      the Federal Home Loan Mortgage Corporation or by the Federal National

      Mortgage Association that is a book entry financial asset held through the

      Federal Reserve System pursuant to federal book entry regulations, the

      following procedures, all in accordance with applicable law, including

      applicable federal regulations and Articles 8 and 9 of the UCC: book entry



                                       -2-

{PAGE}

      registration of such Property to an appropriate book entry account

      maintained with a Federal Reserve Bank by a securities intermediary and

      issuance by such Federal Reserve Bank of a deposit advice or other written

      confirmation of such book entry registration to the securities

      intermediary of such book entry financial asset; the sending of a

      confirmation by the securities intermediary of the purchase by the Bank

      Collateral Agent of such book entry financial asset and the making by such

      securities intermediary of entries in its books and records identifying

      such book entry financial asset held through the Federal Reserve System

      pursuant to federal book entry regulations as belonging to the Bank

      Collateral Agent acting in its capacity hereunder and indicating that such

      securities intermediary holds such Collateral Account Property solely as

      agent for the Bank Collateral Agent;



            (d) with respect to any "uncertificated security" (as defined in

      Section 8.102(a)(18) of the UCC) that is not governed by clause (c) above,

      registration thereof on the books and records of the issuer thereof (i) of

      the Bank Collateral Agent as registered owner or (ii) of another Person,

      other than an intermediary, as registered owner on behalf of the Bank

      Collateral Agent (or if such Person has previously become the registered

      owner of such security, such Person's acknowledgment that it holds such

      security on behalf of the Bank Collateral Agent); and



            (e) such additional or alternative procedures, in form and substance

      satisfactory to the Bank Collateral Agent, as may be or hereafter become

      appropriate to transfer "control" (as provided in Section 8.106 of the

      UCC) of any such Collateral Account Property to the Bank Collateral Agent,

      or otherwise to protect, assure or enforce the interests, rights and

      remedies of the Bank Collateral Agent, consistent with changes in

      applicable law or regulations or the interpretation thereof.



      "EFFECTIVE DATE" means the Initial Servicing Transfer Date as defined in

the Servicing Agreement



      "INCREMENTAL RESERVE AMOUNT" means an amount equal to (a) on any

Distribution Date when the Incremental Reserve Percentage determined as of the

preceding Determination Date is equal to or less than zero percent, zero and (b)

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