**Exhibit 10.3****SECOND AMENDMENT TO CREDIT DOCUMENTS**          This SECOND AMENDMENT TO CREDIT DOCUMENTS (the “Second Amendment”) dated November 30, 2007, isby and between LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (the“Borrower”), and National City Bank, as the sole Lender on the date hereof (the “Lender”), and asadministrative agent and collateral agent (in such capacity, the “Agent”) for the Lender and otherlenders from time to time (the “Lenders”).**BACKGROUND**          A. Pursuant to that certain Credit Agreement dated March 30, 2007, by and among the Borrower,the Lenders and the Agent (as the same may be modified, supplemented and amended from time to time,including by a First Amendment to Credit Agreement, dated May 16, 2007, an extension letter datedSeptember 30, 2007, and this Second Amendment, the “Credit Agreement”), the Lenders agreed, *interalia*, to extend to the Borrower a revolving credit facility, in the maximum outstanding principalamount of $50,000,000.          B. The Borrower has requested an increase of $110,000,000 to the facility, to which theLenders are willing to agree, on the terms and subject to the conditions set forth herein.          NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, and intending to belegally bound hereby, the parties hereto agree as follows:          1. Definitions.               (a) General Rule. Except as expressly set forth herein, all capitalized terms usedand not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.               (b) Additional Definitions. The following additional definitions shall be added toArticle 1 of the Credit Agreement to read in their entirety as follows:“Purchase Agreement” means (a) that certain Acquisition Agreement, dated asof June 19, 2007, between Borrower and LEAF Fund, III, LLC, (b) that certainPurchase and Contribution Agreement, dated as of July 2, 2007, between Borrower andLEAF III A SPE, LLC, and (c) any agreement pursuant to which a LEAF SPE purchasesContracts and/or Equipment directly or indirectly from the Borrower, on anon-recourse basis, and which have been approved by the Agent (such approval not tobe unreasonably withheld, delayed or conditioned).“Second Amendment” means the Second Amendment to Credit Documents, datedNovember 30, 2007.
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               (c) Amended Definitions. The following definitions in Article 1 of the CreditAgreement shall be amended and restated to read in their entirety as follows:“Aggregate Commitment” means the aggregate amount of the Lenders’Commitments hereunder, as such amount may be reduced or modified at any time or fromtime to time pursuant to the terms hereof. On the date of the Second Amendment, theAggregate Commitment is One Hundred Sixty Million Dollars ($160,000,000).“Monthly Payment Date” means the twenty-first (21st) day of eachmonth, commencing January 21, 2008, or, if any such day is not a Business Day, thenext succeeding Business Day.“Subsidiary” means, with respect to any Person, any other Person of whichmore than 50% of the Voting Securities of such other Person (irrespective of whetherat the time Capital Securities of any other class or classes of such other Personshall or might have voting power upon the occurrence of any contingency) is at thetime directly or indirectly owned or controlled by such Person, by such Person andone or more other Subsidiaries of such Person, or by one or more other Subsidiariesof such Person. Notwithstanding the foregoing, the term “Subsidiary” shall notinclude any LEAF SPE (provided that any LEAF SPE shall still be deemed an“Affiliate” of the Borrower for purposes of Section 10.9 hereof). Unless thecontext otherwise specifically requires, the term “Subsidiary” shall be a referenceto a Subsidiary of the Borrower.          2. Amendment to Schedule I. Schedule I to the Credit Agreement is hereby amended andrestated in its entirety with Schedule I attached hereto.          3. Amendment to Note. The existing Note issued in favor of the Lender is herebyamended and restated in its entirety with the Note from the Borrower, dated the date hereof (the“Restated Note”), in the amount of One Hundred Sixty Million Dollars ($160,000,000).          4. Addition of Section 2.10. A new Section 2.10 is hereby added to the CreditAgreement as set forth below.2.10 Partial Releases. The Security Agreement shall provide that theAgent’s lien and security interest in certain Contracts granted thereunder, shall bereleased automatically and with no further action by Agent upon a sale of suchContracts pursuant to a Purchase Agreement and receipt by the Borrower of theproceeds of such sale. The Agent from time to time shall confirm such release ifrequested by a Borrower, and shall promptly release such Contracts and otherCollateral from the liens and security interests granted under the Credit Documentsin connection with any other sale of such Collateral by a Borrower, and the Agentagrees, in either case, promptly to execute and deliver such documentation as isreasonably required to evidence each such release (in such form and substance as maybe
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acceptable to the Agent), and shall promptly return the applicable instruments andother documents to the Borrower or their designee, in each case subject to receiptof evidence and documentation in such form and substance as may be acceptable to theAgent that those terms and conditions have been satisfied; provided that no Event ofDefault or Default then exists or could result therefrom. Any and all actions underthis Section shall be without any recourse to or representation or warranty by theAgent and shall be at the sole cost and expense of the Borrower.          5. Amendment of Section 9.1. Section 9.1 of the Credit Agreement is hereby amendedand restated in its entirety as set forth below.9.1 Maximum Leverage Ratio. The Borrower will not permit the Leverage Ratioas of the last day of any Fiscal Quarter, commencing December 31, 2007, to begreater than 8.00 to 1.00.          6. Amendment of Section 9.2. Section 9.2 of the Credit Agreement is hereby amendedand restated in its entirety as set forth below.9.2 Minimum Tangible Net Worth. The Borrower will not permit Tangible NetWorth as of the last day of any Fiscal Quarter, commencing December 31, 2007, to beless than $5,000,000.          7. Addition of Section 2.1(d). A new Section 2.1(d) is hereby added to the SecurityAgreement as set forth below.(d) Notwithstanding anything to the contrary contained herein or in any otherSecured Debt Agreement, the Collateral shall not include Released Property, butshall include the Proceeds of Released Property. For purposes hereof, “ReleasedProperty” means, collectively, any Contract, Inventory or related asset of aBorrower which has been sold pursuant to a Purchase Agreement.          8. Addition of Section 10.12. A new Section 10.12 is hereby added to the SecurityAgreement as set forth below.10.12 Release. The Secured Parties’ lien and security interest in certainContracts and related Equipment granted hereunder, shall be released automaticallyand with no further action by Agent upon a sale of such Contracts pursuant to aPurchase Agreement and receipt by the Borrower of the proceeds of such sale. TheAgent from time to time shall confirm such release if requested by the Borrower, andshall promptly release such Contracts and related Equipment and other Collateralfrom the liens and security interests granted hereunder in connection with any othersale of such Collateral by the Borrower, and the Agent agrees, in either case,promptly to execute and deliver such documentation as is reasonably required toevidence each such release (in such form and substance as may be acceptable to theAgent), and shall promptly return the applicable instruments and other documents tothe Borrower or its designee, in each case
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subject to receipt of evidence and documentation in such form and substance as maybe acceptable to the Agent that those terms and conditions have been satisfied;provided that no Event of Default or Default then exists or could result therefrom.Any and all actions under this Section shall be without any recourse to orrepresentation or warranty by the Agent and shall be at the sole cost and expense ofthe Borrower.     9. Representations and Warranties. The Borrower hereby represents and warrants to theAgent and each Lender that:          (a) Representations. Each of the representations and warranties contained in theCredit Agreement and/or the other Credit Documents are true, accurate and correct in all materialrespects on and as of the date hereof as if made on and as of the date hereof, except to the extentsuch representation or warranty was made as of a specific date;          (b) Power and Authority. (i) The Borrower has the power and authority under the lawsof its jurisdiction of organization and under its organizational documents to enter into andperform this Second Amendment and any other documents which the Agent requires the Borrower todeliver hereunder (this Second Amendment, the Restated Note and any such additional documentsdelivered in connection with the Second Amendment are herein referred to as the “AmendmentDocuments”); and (ii) all actions, corporate or otherwise, necessary or appropriate for the dueexecution and full performance by the Borrower of the Second Amendment have been adopted and takenand, upon their execution, the Credit Agreement, as amended by this Second Amendment willconstitute the valid and binding obligations of the Borrower enforceable in accordance with theirrespective terms (except as may be limited by applicable insolvency, bankruptcy, moratorium,reorganization, or other similar laws affecting enforceability of creditors’ rights generally andthe availability of equitable remedies);          (c) No Violations of Law or Agreements. The making and performance of the SecondAmendment will not violate any provisions of any law or regulation, federal, state, local, orforeign, or the organizational documents of the Borrower, or result in any breach or violation of,or constitute a default or require the obtaining of any consent under, any agreement or instrumentby which the Borrower or its property may be bound;          (d) No Default. No Default or Event of Default has occurred and is continuing; and          (e) No Material Adverse Effect. No Material Adverse Effect has occurred since March30, 2007.     10. Conditions to Effectiveness of Amendment. This Second Amendment shall beeffective upon the Agent’s receipt of the following, each in form and substance reasonablysatisfactory to the Lenders:          (a) Amendment Documents. This Second Amendment and the Restated Note, each dulyexecuted by the Borrower;
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          (b) Consent and Waivers. Copies of any consents or waivers necessary in order for theBorrower to comply with or perform any of its covenants, agreements or obligations contained in anyagreement, which are required as a result of the Borrower’s execution of this Second Amendment, ifany;          (c) Secretary’s Certificate. A certificate, dated the date hereof, duly executed anddelivered by the Borrower’s secretary as to: (i) attached resolutions approved by AssetManagement’s board of directors then in full force and effect authorizing the execution, deliveryand performance by the Borrower of each Credit Document to be executed by the Borrower, and thetransactions contemplated hereby and thereby; (ii) as to the incumbency and attached signatures ofits Authorized Officers, authorized to act with respect to each Amendment Document to be executedby the Borrower; (iii) the full force and validity of each Organizational Document of the Borrowerdelivered as of March 30, 2007, pursuant to the Credit Agreement; and (iv) the good standing of theBorrower in its state of organization;          (d) Opinion of Counsel. An opinion, dated the date hereof, and addressed to the Agentand all Lenders, from Ledgewood, counsel to the Borrower, in form and substance reasonablysatisfactory to the Agent;          (e) Lien Searches. Current UCC lien searches in the state of organization of theBorrower;          (f) Fees and Expenses. Payment of a $25,000 upfront fee together with any other feesand expenses of the Agent incurred in preparation and negotiation of the Amendment Documents; and          (g) Other Documents and Actions. Such additional agreements, instruments, documents,writings and actions as the Lenders may reasonably request.     11. No Waiver; Ratification. The execution, delivery and performance of this SecondAmendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lendersunder the Credit Agreement or any Credit Document, or constitute a waiver of any provision thereof.Except as expressly modified hereby, all terms, conditions and provisions of the Credit Agreementand the other Credit Documents shall remain in full force and effect and are hereby ratified andconfirmed by the Borrower. Nothing contained herein constitutes an agreement or obligation by theAgent or any Lender to grant any further amendments to any of the Credit Documents.     12. Acknowledgments. To induce the Lenders to enter into this Second Amendment, theBorrower acknowledges, agrees, warrants, and represents that:          (a) Acknowledgment of Obligations; Collateral; Waiver of Claims. (i) The CreditDocuments are valid and enforceable against, and all of the terms and conditions of the CreditDocuments are binding on, the Borrower; (ii) the liens and security interests granted to the Agentby the Borrower pursuant to the Credit Documents are valid, legal and binding, properly
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recorded or filed and first priority perfected liens and security interests; and (iii) theBorrower hereby waives any and all defenses, set-offs and counterclaims which they, whether jointlyor severally, may have or claim to have against the Agent or any Lender as of the date hereof.          (b) No Waiver of Existing Defaults. No Default or Event of Default exists immediatelybefore or immediately after giving effect to this Second Amendment. Nothing in this SecondAmendment nor any communication between the Agent, any Lender, the Borrower or any of theirrespective officers, agents, employees or representatives shall be deemed to constitute a waiver of(i) any Default or Event of Default arising as a result of the foregoing representation proving tobe false or incorrect in any material respect; or (ii) any rights or remedies which the Agent orany Lender has against the Borrower under the Credit Agreement or any other Credit Document and/orapplicable law, with respect to any such Default or Event of Default arising as a result of theforegoing representation proving to be false or incorrect in any material respect.     13. Binding Effect. This Second Amendment shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assigns.     14. Governing Law. This Second Amendment and all rights and obligations of theparties hereunder shall be governed by and be construed and enforced in accordance with the laws ofthe internal laws of the Commonwealth of Pennsylvania.     15. Headings. The headings of the sections of this Second Amendment are inserted forconvenience only and shall not be deemed to constitute a part of this Second Amendment.     16. Counterparts. This Second Amendment may be executed in any number of counterpartswith the same affect as if all of the signatures on such counterparts appeared on one document andeach counterpart shall be deemed an original.*[Remainder of page intentionally left blank]*
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     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Credit Documentsto be executed under seal by their duly authorized officers, all as of the day and year firstwritten above.      LEAF EQUIPMENT LEASING INCOME