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                                                                   Exhibit 10.15

                               FIFTH AMENDMENT TO
                      WAREHOUSE LOAN AND SECURITY AGREEMENT

         This Fifth Amendment to Warehouse Loan and Security Agreement, dated as
of October 26, 2001 (this "Amendment"), is by and among Financial Pacific
Funding, LLC ("Borrower"), Financial Pacific Leasing, LLC, ("Servicer"), Wells
Fargo Bank Minnesota, National Association (as successor to Norwest Bank
Minnesota, National Association), as collateral agent (in such capacity,
"Collateral Agent") and as standby servicer (in such capacity, "Standby
Servicer"), Receivables Capital Corporation ("RCC "), the financial institutions
party hereto, as parallel lenders ("Parallel Lenders"), and Bank of America,
N.A. (as successor to Bank of America National Trust and Savings Association),
as administrative agent and bank agent (the "Administrative Agent").

                                   BACKGROUND

         1.       Borrower, Servicer, Collateral Agent, Standby Servicer, RCC,
the Parallel Lenders and the Administrative Agent are parties to that certain
Warehouse Loan and Security Agreement, dated as of December 30, 1998 (as
heretofore amended, the "Warehouse Agreement").

         2.       The parties hereto desire to amend the Warehouse Agreement in
certain respects as set forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

         SECTION 1. Definitions. Capitalized terms used in this Amendment and
not otherwise defined herein shall have the meanings assigned thereto in the
Warehouse Agreement, as amended hereby.

         SECTION 2. Amendments. (a) The definition of "NPA Ratio" set forth in
Section 1.1 of the Warehouse Agreement is hereby amended by deleting the phrase
"that are 90 days or more past due as of the date of each Receivable's Scheduled
Payment during the related Collection Period" and substituting therefor the
phrase "that became 90 days or more past due as of the date of each Receivable's
Scheduled Payment during the related Collection Period".

         (b)      Section 2.14 (a) of the Warehouse Agreement is hereby amended
by deleting the date "October 29, 2001" where it appears therein and
substituting therefor the date "October 28, 2002".

         SECTION 3. Representations and Warranties. Borrower and Servicer hereby
represent and warrant that (i) after giving effect to this Amendment, the
representations and warranties contained in Section 7.1 of the Warehouse
Agreement and Section 8.1 of the Warehouse Agreement, respectively, are true and
correct on and as of the date hereof as though made on and as of such date, and
shall have been deemed to have been made on and as of such date, and (ii) no
event has occurred and is continuing, or would result from this Amendment, that
constitutes a Default or Event of Default.

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         SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective on the date hereof, subject to the satisfaction of the following
conditions precedent:

         (a)      Each of the Notice Parties shall have received:

                  (i)      This Amendment, duly executed by each of the parties
         hereto;

                  (ii)     A copy of the board of managers or directors,
         managers or member consents of each Borrower Party, as applicable,
         approving this Amendment, certified by its Secretary or Chief
         Accounting Officer;

                  (iii)    Good standing certificates for each Borrower Party
         issued by the Secretaries of State of each State where each such
         Borrower Party is organized or has its principal place of business;

                  (iv)     A certificate of the Secretary or Chief Accounting
         Officer, as applicable, of each Borrower Party certifying (A) the names
         and true signatures of the officers authorized on its behalf to sign
         this Amendment and (B) that the limited liability company agreement of
         such Borrowing Party has not been modified or amended since December
         30, 1998;

                  (v)      Constituent documents of each Borrower Party, duly
         certified by the Secretary of State of the State in which each such
         Borrower Party is organized, as of a recent date acceptable to the
         Notice Parties; and

                  (vi)     A favorable opinion of counsel for the Borrower
         Parties as to the enforceability, due execution and authorization of
         this Amendment and as to such other matters as any Notice Party shall
         have reasonably requested;

         (b)      Financial Pacific shall have paid any and all fees due to the
Agent or the Surety Provider in connection with the execution of this Amendment.

         SECTION 5. Miscellaneous. The Warehouse Agreement, as amended hereby,
remains in full force and effect. Any reference to the Warehouse Agreement from
and after the date hereof shall be deemed to refer to the Warehouse Agreement as
amended hereby, unless otherwise expressly stated. This Amendment may be
executed in any number of counterparts and by the different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement. This Amendment may be executed by facsimile. This Amendment shall be
governed by, and construed in accordance with, the laws of the State of New York
without giving effect to the conflict of Laws principles thereof (other than
Section 5-1401 of the New York General Obligations Law) and the obligations,
rights and remedies of the parties under this Amendment shall be determined in
accordance with such laws.

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

                                         FINANCIAL PACIFIC FUNDING, LLC

                                         By: /s/ Dale A. Winter
                                             -----------------------------------
                                         Name Printed: Dale A. Winter
                                         Title: President

                                         FINANCIAL PACIFIC LEASING, LLC

                                         By: /s/ Dale A. Winter
                                             -----------------------------------
                                         Name Printed: Dale A. Winter
                                         Title: President

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                                         WELLS FARGO BANK MINNESOTA, NATIONAL
                                         ASSOCIATION (as successor to Norwest
                                         Bank Minnesota, National Association),
                                         as Collateral Agent and Standby
                                         Servicer

                                         By: /s/ Jennifer C. Davis
                                             -----------------------------------
                                         Name Printed: Jennifer C. Davis
                                         Title: Assistant Vice President

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                                         RECEIVABLES CAPITAL CORPORATION, as
                                         Lender

                                         By: /s/ Evelyn Echevarria
                                             -----------------------------------
                                         Name Printed: Evelyn Echevarria
                                         Title: Vice President

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                                         BANK OF AMERICA, N.A., (as successor to
                                         Bank of America National Trust and
                                         Savings Association) as Administrative
                                         Agent and as Bank Agent

                                         By: /s/ John K. Svolos
                                             -----------------------------------
                                         Name Printed: John K. Svolos
                                         Title: Vice President

                                         BANK OF AMERICA, N.A., as a Parallel
                                         Lender

                                         By: /s/ John K. Svolos
                                             -----------------------------------
                                         Name Printed: John K. Svolos
                                         Title: Vice President

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ACKNOWLEDGED AND AGREED:                 MBIA INSURANCE CORPORATION

                                         By: /s/ Andrew P. Laterza
                                             -----------------------------------
                                         Name Printed: Andrew P. Laterza
                                         Title: Vice President