**EXECUTION**





**AMENDMENT** **AGREEMENT**





**AMENDMENT** **AGREEMENT** , dated
      as
      of January 29, 2007 (this “ Agreement ”),
      among
      LEAF FUNDING, INC., a Delaware corporation (“ LEAF
      Funding ”),
      LEAF
      INSTITUTIONAL DIRECT MANAGEMENT, LLC, a Delaware limited liability company,
      LEAF
      FINANCIAL CORPORATION, a Delaware corporation, LEASE EQUITY APPRECIATION FUND
      II, L.P., a Delaware limited partnership, LEAF II B SPE, LLC, a Delaware limited
      liability company (“ LEAF
      II ”),
      and
      MERRILL LYNCH COMMERCIAL FINANCE CORP., a Delaware corporation.




**WITNESSETH** :




**WHEREAS** ,
      capitalized terms used herein shall have the meanings ascribed thereto in the
      Definitions and Rules of Construction attached as Appendix A to the Purchase,
      Sale and Contribution Agreement, dated as of April 8, 2003, between LEAF Funding
      and LEAF II, as amended, supplemented or otherwise modified as of the date
      hereof; and




**WHEREAS** ,
      the
      parties hereto intend to amend such Appendix A on the terms and subject to
      the
      satisfaction of the conditions set forth herein.




**NOW,
      THEREFORE** ,
      in
      consideration of the premises and of the mutual covenants and agreements
      contained herein, the parties hereto hereby agree as follows:




SECTION
      1.  Amendment .
      As of
      the Effective Date, the Definitions and Rules of Construction attached to the
      Purchase, Sale and Contribution Agreement as Appendix A is hereby amended as
      follows:




(a)  Clause
      (x) of the definition of the term “ Expiry
      Date ”
is
      deleted in its entirety and the following is inserted in lieu thereof: “(x) June
      30, 2007”.




(b)  The
      following definition is inserted therein in the appropriate alphabetical order:
      “ Advance
      Rate ”
means
      a
      rate equal to 92%.”.




SECTION
      2.  Conditions
      Precedent to the Effectiveness of this Agreement .
      This
      Agreement shall become effective as of the date hereof (the “ Effective
      Date ”)
      provided that each of the following conditions precedent shall have been
      satisfied, or waived by the Lender, on or before such date:




(a)  The
      Lender shall have received this Agreement, executed and delivered by a duly
      Authorized Officer of each party hereto.




(b)  As
      of the
      date hereof, the representations and warranties made herein by LEAF Funding,
      LEAF IDM, LEAF Financial, LEAF II and LEAF II B SPE shall be true and correct
      in
      all material respects on and as of such date as if made on and as of such date
      (except to the extent such representation or warranty expressly relates to
      an
      earlier date, in which case such representation or warranty shall be true and
      correct in all material respects as of such earlier date).




(c)  No
      Potential Termination Event or Termination Event shall have occurred and be
      continuing or shall occur as a result of this Agreement.




SECTION
      3.  Representations
      and Warranties .
      To
      induce the Lender to enter into this Agreement, each of LEAF Funding, LEAF
      IDM,
      LEAF Financial, LEAF II and LEAF II B SPE hereby represent and warrant to the
      Lender as follows:




(a)  Its
      execution, delivery and performance of this Agreement have been duly and validly
      authorized by all necessary action on the part of it.




(b)  No
      Potential Termination Event or Termination Event has occurred and is continuing
      or shall occur as a result of this Agreement.




SECTION
      4.  Reference
      to and Effect on the Transaction Documents. As of
      the Effective Date, any reference in any Transaction Document to the Definitions
      and Rules of Construction attached to the Purchase, Sale and Contribution
      Agreement as Appendix A shall be to such Definitions and Rules of Construction
      as amended hereby.




SECTION
      5.  Counterparts .
      This
      Agreement may be executed by one or more of the parties to this Agreement on
      any
      number of separate counterparts (including by facsimile transmission of
      signature pages hereto), and all of said counterparts taken together shall
      be
      deemed to constitute one and the same instrument.




SECTION
      6.  Severability .
      Any
      provision of this 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
      7.  GOVERNING
      LAW AND THE
      RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
      CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
      YORK.




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      of page intentionally left blank]







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




LEAF
      FINANCIAL CORPORATION


By:


Name:


Title:




LEAF
      FUNDING, INC.


By:


Name:


Title:




LEAF
      INSTITUTIONAL DIRECT MANAGEMENT, LLC


By:
      LEAF
      Funding, Inc., its sole member


By:


Name:


Title:




LEASE
      EQUITY APPRECIATION FUND II, L.P.


By:
      LEAF
      Financial Corporation, its general partner


By:


Name:


Title:




LEAF
      II B
      SPE, LLC


By:
      Lease
      Equity Appreciation Fund II, L.P., its sole member


By:
      LEAF
      Financial Corporation, its general partner


By:


Name:


Title:




MERRILL
      LYNCH COMMERCIAL FINANCE CORP.


By:


Name:


Title: