LOAN REDUCTION AND
                        PURCHASE AND ASSIGNMENT AGREEMENT


     This  Loan  Reduction  and  Purchase and Assignment Agreement is made as of
April  4,  1997  (this  "Agreement")by and among FLEET NATIONAL BANK, a national
banking  association  with  offices at one Federal Street, Boston, Massachusetts
02110  (the  "Agent")"  the  lenders  named  on  the signature pages hereto (the
"Lenders"),--.  VESTEX  CAPITAL  CORPORATION,  a  Massachusetts corporation with
offices  at  12  Waltham  Street,  Lexington, Massachusetts 02173 ("Vestex") and
CHANCELLOR CORPORATION, CHANCELLOR FLEET CORPORATION, CHANCELLOR FINANCIAL SALES
AND  SERVICES,  INC.,  CHANCELLLOR  FLEET  REMARKETING,  INC.,  CHANCELLOR ASSET
CORPORATION,  CHANCELLOR  FINANCIALEASE,  INC.,  VALMONT  FINANCIAL CORPORATION,
CHANCELLOR  DATACOMM, INC.  ALCO 474N TRUST, CAINS 931D TRUST, CAINS 931E TRUST,
CHRYSLER  B04E  TRUST,  CONAGRA  25405  TRUST, CONAGRA 25409 TRUST, DALLAS 38329
TRUST,  H.E.  BUTT  796C  TRUST,  KRAFT  79328 TRUST, KRAFT 993C TRUST, PIC B03H
TRUST,  SATURN  B062 TRUST, SATURN B063 TRUST, SATURN B067 TRUST, SHAMROCK 25748
TRUST,  TYLER  3110  TRUST,  AND  WHIRLPOOL  49434  TRUST  (the  "Borrowers").

                                   WITNESSETH:

     WHEREAS,  the  Borrowers,  each having a principal place of business at 745
Atlantic  Avenue,  Boston,  Massachusetts  02111,  and  certain  affiliates
(collectively,  the  "Borrowers") of the foregoing from time to time parties, as
borrowers  and/or guarantors, to certain extensions of credit referenced in that
certain  Forbearance Agreement, dated as of April 6, 1990, and that certain Loan
Agreement,  dated as of April 6, 1990 (the "Loan Agreement") executed by certain
of  the  Borrowers,  the Agent and the Lenders (the Loan Agreement together with
all  security  documents and all other documents described on Exhibit A attached
hereto  and  made  a  part  hereof,  are  sometimes  referred  to  hereinafter
collectively  as  the  "Loan  Documents");

     WHEREAS,  at  the  request of the Borrowers, the Lenders have agreed to (i)
reduce the aggregate principal amount of the obligations to the Lenders pursuant
to  the  Loan Documents from $2,429,412.89 to $1,500,000, (ii) agree to transfer
and  assign  all of their right, title and interest in and to the Loan Documents
(reflecting  the  reduced  amount  of the obligations thereunder) to Vestex, and
(iii)  provide full and complete releases in favor of the Borrowers, in exchange
for  (x) $523,234.43 from the Borrowers representing the aggregate amount of the
principal  and  interest  payments  made  by  the  Borrowers from the Collateral
Account  in  two  installments,  one on or about February 25, 1997 and one on or
about  March  25, 1997) and (y) full and complete releases in favor of the Agent
and  each  of  the  Lenders  from  each  of  the  Borrowers;

     WHEREAS, at the request of the Borrowers, the Lenders have agreed to assign
to  Vestex  all of their respective right, title and interest in and to the Loan
Documents  (reflecting  the  reduced  amount  of the obligations thereunder) in-
exchange -for (x) $976,765.77 from Vestex and (y) a full and complete release in
favor  of  the  Agent  and  each  of  the  Lenders  from Vestex and Brian Adley;

     WHEREAS,  the  Borrowers  have  arranged to obtain financing from Vestex in
replacement for the financing currently provided by the Lenders at a reduced per
annum  rate  of interest and on longer amortization terms, and Vestex has agreed
to  purchase  and  accept and subsequently reduce the interest rate and lengthen
the  amortization  under, and the Lenders have agreed to sell and assign, all of
the  Lenders,  rights under the Loan Documents, all in accordance with the terms
and  conditions  hereinafter  described;

     WHEREAS,  to induce Vestex to purchase the rights under the Loan Documents,
the  Borrowers  have  agreed to substitute a promissory note payable jointly and
severally  by  the  Borrowers  to  Vestex  reflecting  the  amended terms and to
terminate  the  Loan  Agreement;

<PAGE>

     NOW  THEREFORE,  in  consideration of the premises set forth herein and for
other  good  and valuable consideration the receipt and sufficiency of which are
hereby  acknowledged,  the  parties  agree  as  follows:

     Section  1. Loan Reduction.  In consideration of the payment of $523,234.43
from  the Borrowers of which amount the Lenders acknowledge that $523,234.43 has
been paid to the Lenders in two installments, one on or about February 25, 1997,
the  other  on  or  about  March 25, 1997) and the delivery of full and complete
releases  by  the  Borrowers  in favor of the Lenders and the Agent, the Lenders
agree  (i)  to  reduce  the  aggregate  amount  of the total indebtedness of the
Borrowers  to the Lenders pursuant to the Loan Documents to $1,500,000, and (ii)
to  transfer  the  Loan Documents to Vestex in accordance with the terms hereof.

     Section  2.  Assignment  to  Vestex.  In  consideration  of  the payment of
$976,765.77 from Vestex and the delivery of full and complete releases by Vestex
and  Brian  Adley  in  favor  of the Lenders and the Agent, the Lenders agree to
sell,  grant,  assign  and convey to Vestex, without recourse, representation or
warranty  of  any  kind,  except as otherwise provided herein, and Vestex hereby
accepts, all of the Lenders' right, title and interest in, to and under the Loan
Documents  (as  amended hereunder), including, without limitation, all liens and
security interests in all collateral and security for the Borrowers, obligations
under  the  Loan  Documents.

     Section  3.  Conditions  Precedent.  The  Lenders'  agreements  herein  are
subject  to  the delivery of the following items by the Borrowers to the Lenders
in form and substance satisfactory to the Lenders and its counsel and the Agent:

(a)     resolutions  of the Boards of Directors of the Borrowers authorizing the
execution  and  delivery by the     Borrowers of this Agreement and of the other
documents  and  instruments  referred  to  herein;

(b)     payment  of the fees and expenses of Mintz, Levin, Cohn, Ferris, Glovsky
and  Popeo,  P.C.  through  the  date     of  closing  of  this  Agreement;

(c)     payment of the fees and expenses of Fleet National Bank, as Agent to the
Lenders,  through  the  date  of     closing  of  this  Agreement;

(d)     payment  of  the  fees  and expenses of Argus Management Corporation and
Equipment Leasing Services, Inc.,     each as Consultant to the Lenders, through
the  date  of  closing  of  this  Agreement;

(e)     such  other  documents,  instruments,  opinions  of  counsel  and  other
materials that the Lenders, any     participant, or their respective counsel may
reasonably  require;  and,

(f)     Releases in the form attached hereto as Exhibits C and Dduly executed by
each  of  the  Borrowers,  Vestex     and  Brian  Adley.

     Section  4. Representations and Warranties of Agent and Lenders.  The Agent
and the Lenders each represents and warrants to Vestex that (i) Exhibit A hereto
sets  forth  all  of  the material documents, instruments and agreements entered
into  in connection with the Loan Agreement, together with all amendments to the
Loan  Agreement  or  any such documents, (ii) there are no written agreements to
which  the Agent or any of the Lenders is a party which vary the terms of or the
priorities  of  the  security  interests  granted under the Loan Documents which
would  adversely  affect  Vestex thereunder, and (iii) the Lenders own the loans
evidenced  by  the Loan Documents for their own accounts, respectively, and none
of  the  Lenders has sold any participations therein or encumbered any or all of
its  interest in such loans or its security interests and liens evidenced by the
Loan  Documents.

     Section  5. Representations and Warranties of Vestex. Vestex represents and
warrants to the Agent and the Lenders that (a) Vestex has been and will continue
to  be solely responsible for the making of its own independent investigation as
to:  (i)  the  authorization,  execution,  legality,  validity,  effectiveness,
genuineness,  enforceability  and  sufficiency  of  the Loan Documents, (ii) the
adequacy  or  perfection  of  any  security  interests  held by the Agent or the
Lenders  in  the  collateral  securing the Borrowers, obligations under the Loan
Documents  and  any liens held by the Agent or the Lenders in any other security
therefor,  (iii)  Vestex has entered into this Agreement on the basis of its own
independent  investigation  and has not relied upon, and will not rely upon, any
explicit or implicit written or oral representation, warranty or other statement
of  the Lenders other than those expressly contained herein, and (b) that Vestex
shall  cancel all notes or instruments delivered pursuant to Section 6 below and
accept  from the Borrowers, in replacement of all evidence of the obligations of
the  Borrowers  under  the  Loan  Documents,  a  promissory note providing for a
reduced  rate  of  interest  and  a  longer  amortization  period.

     Section  6.  Delivery  of Loan Documents.  Upon satisfaction of each of the
conditions precedent set forth in Section 3 above, and upon receipt by the Agent
of  the  payment  of  $976,765.77  from Vestex, (a) the Lenders shall reduce the
amount  of  the  obligations  of  the  Borrowers to the Lenders to $1,500,000 in
accordance  with  Section 1 above, and (b) the Agent shall deliver to Vestex the
original  of  the  Secured  Promissory  Note dated April 6, 1990 in the original
principal  amount  of  $8,000,000 payable by certain of the Borrowers to Shawmut
Bank,  N.A.,  predecessor  in  interest  to  the  Agent,  endorsed  as  follows:

     Pay  to  the  order  of  Vestex  Capital  Corporation,  without  recourse.

     Fleet  National  Bank,  formerly  known  as  Fleet  National  Bank
     of  Connecticut,  successor  by  merger  to  Fleet  National  Bank  of
Massachusetts,
     formerly  known  as  Shawmut  Bank,  N.A.

          By:  _____________________________
          Name:  ___________________________
          Title:  ____________________________

The  Agent  agrees  to use its best efforts to deliver to Vestex within ten (10)
business  days  from  the  date hereof the originals of all other Loan Documents
described on Exhibit A hereto and all original file-stamped secured party copies
of  the executed UCC financing statements for the locations described on Exhibit
B hereto together with executed assignments of same to Vestex in recordable 
form. Each  of  the  Agent  and  the Lenders agrees to execute such other 
documents as Vestex  may  reasonably  request  -in connection with effecting
the transactions contemplated  by  this  Agreement,  including,  without  
limitation, releases or assignments  of  any  blocked  accounts,  cash  
collateral accounts and the like maintained  in  connection  with  the  Loan
Documents.

     Section  7.  Indemnification.  The  Agent, the Lenders and Vestex all agree
that from and after the date hereof Vestex shall be responsible for all acts and
omissions  which may hereafter occur with respect to the Loan Documents.  Vestex
hereby  indemnities  and  holds  the  Agent  and  the  Lenders harmless from any
liability,  damage, cost or expense (including reasonable attorney fees) claimed
or  asserted  against  the  Agent  or the Lenders by Vestex, any Borrower, Brian
Adley  (collectively, the "Indemnitors") or any Affiliate of any Indemnitor with
respect  to  the  Loan  Documents  or  this Agreement.  For the purposes hereof,
"Affiliate"  shall mean, with respect to any Indemnitor, (i) any entity directly
or  indirectly  controlling  (including  but  not  limited  to all directors and
officers,  if  any,  of  such entity), controlled by or under direct or indirect
common  control with any Indemnitor, or (ii) any family member of any Indemnitor
who  is  a  natural person.  An entity shall be deemed to control a corporation,
partnership,  trust,  joint venture or other enterprise or person if such entity
possesses,  directly  or  indirectly,  the  power  (a) to vote 5% or more of the
interests  having  ordinary  voting  power  for such entity, or (b) to direct or
cause direction of the management and policies of such corporation, partnership,
trust,  joint  venture,  enterprise  or  person whether through the ownership of
voting  securities  or  interest,  by  contract  or  otherwise.

     Section  8.  Counterparts.  This  Agreement  may be executed in one or more
counterparts, each of which when so executed shall be deemed an original but all
such  counterparts  shall  constitute  one  and  the  same  instrument.

     Section  9.  Governing  Law.  This  Agreement  shall  be  governed  by  and
construed  in  accordance  with  the  laws of The Commonwealth of Massachusetts.

<PAGE>

     Section 10.  Other Agreements.  Nothing contained herein shall be construed
so  as  to  limit  or  impair  the  Borrowers,  obligations,  liabilities  and
indebtedness  to  any  Lender on account of indebtedness not listed on Exhibit A
hereto.

     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  as an
instrument  under  seal  as  of  the  day  and  year  first  written  above.

WITNESSED:                              VESTEX  CAPITAL  CORPORATION

/s/  Derek  R.  Coulter                 By:   /s/  Brian M. Adley
     Derek  R.  Coulter                            Brian  M.  Adley
                                                   Chief  Executive  Officer

                                        BORROWERS:
WITNESSED  AS  TO  ALL  SIGNATURES
ON  BEHALF  OF  BORROWERS:             CHANCELLOR  CORPORATION


/s/  Derek  R.  Coulter                By: /s/  John J. Powell
     Derek  R.  Coulter                         John  J.  Powell
                                                President

                                   CHANCELLOR  FLEET  CORPORATION


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CHANCELLOR  FINANCIAL  SALES  AND
                                   SERVICES,  INC.


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CHANCELLOR  FLEET
                                   REMARKETING,  INC.


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CHANCELLOR  ASSET
                                   CORPORATION


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

<PAGE>

                                   CHANCELLOR  FINANCIALEASE,  INC.


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   VALMONT  FINANCIAL  CORPORATION


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CHANCELLOR  DATACOMM,  INC.


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   ALCO  474N  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,
                                   AS  TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CAINS  931D  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CAINS  931E  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

<PAGE>

                                   CHRYSLER  B04E  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CONAGRA  25405  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CONAGRA  25409  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   DALLAS  38329  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,
                                   AS  TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   H.E.  BUTT  796C  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   KRAFT  79328  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President


                                   KRAFT  993C  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,
                                   AS  TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   PIC  B03H  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,
                                   AS  TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   SATURN  B062  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   SATURN  B063  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   SATURN  B067  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   SHAMROCK  25748  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   TYLER  3110  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   WHIRLPOOL  49434  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

<PAGE>

                                    EXHIBIT A


     1.  Loan  Agreement dated as of April 6, 1990, by and between Shawmut Bank,
N.A.,  as  agent  and  the  Borrowers;

     2.  $8,000,000  Secured Promissory Note, dated as of April 6, 1990, made by
the  Borrowers  in  favor  of  Shawmut  Bank,  N.A.  as  agent.

     3.  Forbearance  Agreement  dated  as  of  April 6, 1990 ' by and among the
Lenders  and the Borrowers and the promissory notes, loan agreements and related
documents  referred to in the schedules and exhibits thereto, including Schedule
I  attached  hereto  [not  available  on  disk].

4.     Security  Agreement,  dated  as  of  April  6,  1990.

5.     Pledge  Agreement,  dated  as  of  April  6,  1990.

6.     Promissory  Notes  with respect to "Deferred Payments" in accordance with
Letter
Agreement  dated  as  of  July  25,  1995.

     Deferred  Payment  Promissory  Note  in  the principal amount of $80,950.58
payable  to  the  order  of     Northwestern  National  Life  Insurance Company,
predecessor-in-interest  to  Reliastar  Life  Insurance;

     Deferred  Payment  Promissory  Note  in  the principal amount of $23,128.74
payable to the order of Shawmut     Bank, N.A., predecessor-in-interest to Fleet
National  Bank;

     Deferred  Payment  Promissory  Note  in  the  principal amount of $3,854.79
payable  to  the  order  of  Farm     Bureau Life Insurance Company of Michigan;

     Deferred  Payment  Promissory  Note  in  the  principal amount of $3,854.79
payable  to  the  order  of  F.B.     Annuity  Company;

     Deferred  Payment  Promissory  Note  in  the  principal amount of $3,854.79
payable  to  the  order of Farm     Bureau Mutual Insurance Company of Michigan;

     Deferred  Payment  Promissory  Note  in  the principal amount of $14,918.04
payable  to  the  order  of  The  CIT     Group/Equipment  Financing,  Inc.; and

          7.     Warrants  to  purchase  common  stock  dated  February 5, 1993:

     No.  I  -  181,912 shares in favor of Northwestern National Life Insurance,
predecessor-in-interest  to     Reliastar  Life  Insurance
     No.  2  -  81,615  shares  in  favor  of  The  Daiwa  Bank  Limited
     No.  3  -  51,975  shares  in  favor  of  Shawmut  Bank,  N.A.,
predecessor-in-interest  to  Fleet  National     Bank
     No.  4  -  34,651  shares  in  favor  of  Atlantic  Bank  of  New  York
     No.  5  - 33,524 shares in favor of The CIT Group/Equipment Financing, Inc.
     No.  6  -  25,847  shares  in  favor  of  First  NH  Bank,  N.A.
predecessor-in-interest  to  AMRESCO  New     Hampshire,  Inc.
     No.  7  -  13,929  shares  in  favor  of  First  Mutual  of  Boston
predecessor-in-interest  to  the  FDIC
     No.  8  -  8,662  shares  in  favor  of  FB  Annuity  Company
     No.  9  -  8,662  shares  in favor of Farm Bureau Life Insurance Company of
Michigan
     No. 10 - 8,662 shares in favor of Farm Bureau Mutual Life Insurance Company
of  Michigan

<PAGE>

     8.  Amendments, modifications and supplements to the foregoing to which one
or  more  of  the  Borrowers  are  parties.

     The Lenders and/or their predecessors in interest are parties to an Agency,
Funding  and  Collateral Sharing Agreement dated as of April 6, 1990, as amended
through  the  date  hereof,  with respect to the Lenders' and Agent's agreements
regarding  taking  actions against the collateral and sharing of proceeds of the
obligations  of  the  Borrowers  and  of the collateral.  None of the Agent's or
Lenders' rights or obligations pursuant to such agreement are being transferred.

<PAGE>

<TABLE>
<CAPTION>

                                       EXHIBIT B
                to Loan Reduction and Purchase and Assignment Agreement

                               UCC Financing Statements
                               ------------------------

<S> <C>

DEBTOR        JURISDICTION      DATE OF FILING    FILE NO.
--------------------------------------------------------------------------------------

Chancellor Acquisition Corp.  Illinois Secretary of State    April 10, 1990    2101859
745 Atlantic Avenue
Boston, MA 021 11

Chancellor Asset Management  Illinois Secretary of State    April 10, 1990    2701860
Corp.
745 Atlantic Avenue
Boston, MA 02111

Chancellor Corp.      Illinois Secretary of State    April 10, 1990    2701863
745 Atlantic Avenue
Boston, NM 02111

Chancellor Credit, Ltd.    Illinois Secretary of State    April 10, 1990    2701862
745 Atlantic Avenue
Boston, MA 02111

Chancellor Fleet Corp.    Illinois Secretary of State    April 10, 1990    2701861
745 Atlantic Avenue
Boston, MA 02111

Chancellor Acquisition Corp.   DuPage County Recorder.    April 10, 1990     9OU-2088
745 Atlantic Avenue
Boston, MA 02111

Chancellor Asset Management   DuPage County Recorder    April 10, 1990    9OU-2087
Corp.
745 Atlantic Avenue
Boston, MA 02111

Chancellor Corp.      DuPage County Recorder    April 10, 1990    9OU-2084
745 Atlantic Avenue
Boston, MA 02111

Chancellor Credit, Ltd.    DuPage County Recorder    April 10, 1990    9OU-2085
745 Atlantic Avenue
Boston, MA 02111

Chancellor Fleet Corp.    DuPage County Recorder    April 10, 1990    9OU-2086
745 Atlantic Avenue
Boston, MA 02111

Chancellor Acquisition Corp.  NC Secretary of State    April 10, 1990    0668412
745 Atlantic Avenue
Boston, MA 02111
--------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

<S> <C>

DEBTOR        JURISDICTION      DATE OF FILING    FILE NO.
---------------------------------------------------------------------------------------

Chancellor Asset Management   NC Secretary of State    April 10, 1990    0668411
Corp.
745 Atlantic Avenue
Boston, MA 02111

Chancellor Corp.      NC Secretary of State    April 10, 1990    0668408
745 Atlantic Avenue
Boston, MA 02111

Chancellor Credit, Ltd.    NC Secretary of State    April  10,1990    0668408
745 Atlantic Avenue
Boston, MA 02111

Chancellor Fleet Corp.    NC Secretary of State    April  10,1990    0668410
745 Atlantic Avenue
Boston, MA 02111

Chancellor Acquisition Corp.  Registry-Mecklenberg    April 10, 1990    005563
745 Atlantic Avenue    County
Boston, MA 021 11

Chancellor Asset Management  Registry-Mecklenberg    April 10, 1990    005562
Corp.        County
745 Atlantic Avenue
Boston, MA 021 11

Chancellor Corp.      Registry-Mecklenberg    April 10, 1990    005559
745 Atlantic Avenue    County
Boston, MA 021 11

Chancellor Credit, Ltd.    Registry-Mecklenberg    April 10, 1990    005560
745 Atlantic Avenue    County
Boston, MA 02111

Chancellor Fleet Corp.    Registry-Mecklenberg    April 10,  1990    005561
745 Atlantic Avenue    County
Boston, MA 02111

Chancellor Acquisition Corp.   Tennessee Secretary of State   April 16, 1990     761497
745 Atlantic Avenue
Boston, MA 02111

Chancellor Asset Management   Tennessee Secretary of State   April 16, 1990     761498
Corp.
745 Atlantic Avenue
Boston, MA 02111

Chancellor Corp.      Tennessee Secretary of State  April 16, 1990    761501
745 Atlantic Avenue
Boston, MA 02111
---------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

<S> <C>

DEBTOR        JURISDICTION      DATE OF FILING    FILE NO.
-------------------------------------------------------------------------------------

Chancellor Credit, Ltd.    Tennessee Secretary of State  April 16, 1990    761500
745 Atlantic Avenue
Boston, MA 02111

Chancellor Fleet Corp.    Tennessee Secretary of State  April 16, 1990    761499
745 Atlantic Avenue
Boston, MA 02111

Chancellor Acquisition Corp.   Davidson County, Tennessee   April 16, 1990     072485
745 Atlantic Avenue
Boston, MA 02111

Chancellor Asset Management   Davidson County, Tennessee   April 16, 1990     072484
Corp.
745 Atlantic Avenue
Boston, MA 02111

Chancellor Corp.      Davidson County, Tennessee  April 16, 1990    072481
745 Atlantic Avenue
Boston, MA 02111

Chancellor Credit, Ltd.    Davidson County, Tennessee  April 16, 1990    072482
745 Atlantic Avenue
Boston, MA 02111

Chancellor Fleet Corp.    Davidson County, Tennessee  April 16, 1990    072483
745 Atlantic Avenue
Boston, NM 02111

Chancellor Asset Management  Texas Secretary of State    April 10, 1990    076266
Corp.
745 Atlantic Avenue
Boston, MA 02111

Chancellor Acquisition Corp.  Texas Secretary of State    April 101 1990    076267
745 Atlantic Avenue
Boston, NM 02111

Chancellor Fleet Corp.    Texas Secretary of State    April 10, 1990    076265
745 Atlantic Avenue
Boston, MA 02111

Chancellor Credit, Ltd.    Texas Secretary of State    April 10, 1990    076264
745 Atlantic Avenue
Boston, MA 021 11

Chancellor Corp.      Texas Secretary of State    April 10, 1990    076263
745 Atlantic Avenue
Boston, MA 02111

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

<S> <C>

DEBTOR        JURISDICTION      DATE OF FILING    FILE NO.
---------------------------------------------------------------------------------

Chancellor Asset Management  Clerk of Dallas County,    April 10, 1990    002820
Corp.        Texas
745 Atlantic Avenue
Boston, MA 02111

Chancellor Credit, Ltd.    Clerk of Dallas County,    April 10, 1990    002818
745 Atlantic Avenue    Texas
Boston, MA 02111

Chancellor Acquisition Corp.  Clerk of Dallas County,    April 10, 1990    002821
745 Atlantic Avenue    Texas
Boston, NM 02111

Chancellor Fleet Corp.    Clerk of Dallas County,    April 10, 1990    002819
745 Atlantic Avenue    Texas
Boston, MA 02111

Chancellor Corp.      Clerk of Dallas County,    April 10, 1990    002817
745 Atlantic Avenue    Texas
Boston, MA 02111

Chancellor Acquisition Corp.  Fulton County, GA    April 10, 1990    735390
745 Atlantic Avenue
Boston, MA 02111

Chancellor Asset Management  Fulton County, GA    April 10, 1990    735389
Corp.
745 Atlantic Avenue
Boston, MA 021 11

Chancellor Corp.      Fulton County, GA    April 10, 1990    735386
745 Atlantic Avenue
Boston, MA 02111

Chancellor Credit, Ltd.    Fulton County, GA    April 10, 1990    735387
745 Atlantic Avenue
Boston, MA 02111

Chancellor Fleet Corp.    Fulton County, GA    April 10, 1990    735388
745 Atlantic Avenue
Boston, MA 02111

Chancellor Acquisition Corp.  Wayne County, MI    April 10, 1990    0464453
745 Atlantic Avenue
Boston, MA 02111

Chancellor Asset Management  Wayne County, MI    April 10, 1990    0464452
Corp.
745 Atlantic Avenue
Boston, MA 021 11
----------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

<S> <C>

DEBTOR        JURISDICTION      DATE OF FILING    FILE NO.
--------------------------------------------------------------------------

Chancellor Corp.      Wayne County, MI    April 10, 1990    0464455
745 Atlantic Avenue
Boston, MA 02111

Chancellor Credit, Ltd.    Wayne County, MI    April 10, 1990    0464456
745 Atlantic Avenue
Boston, MA 02111

Chancellor Fleet Corp.    Wayne County, MI    April 10, 1990    0464454
745 Atlantic Avenue
Boston, MA 02111

Chancellor Acquisition Corp.          April 10, 1990    02541B
745 Atlantic Avenue
Boston, MA 02111

Chancellor Asset Management          April 10 1990    02540B
Corp.
745 Atlantic Avenue
Boston, MA 021 11

Chancellor Fleet Corp.            April 10, 1990    02542B
745 Atlantic Avenue
Boston, MA 021 11

Chancellor Corp.              April 10, 1990    02543B
745 Atlantic Avenue
Boston, MA 021 11

Chancellor Corp.              April 10, 1990    02544B
745 Atlantic Avenue
Boston, MA 021 11

Chancellor Acquisition Corp.  New Jersey Secretary of    April 10, 1990    1331116
745 Atlantic Avenue    State
Boston, MA 021 11

Chancellor Asset Management  New Jersey Secretary of    April 10, 1990    1331108
Corp.        State
745 Atlantic Avenue
Boston, MA 02111

Chancellor Fleet Corp.    New Jersey Secretary of    April 10, 1990    1331110
745 Atlantic Avenue    State
Boston, MA 02111

Chancellor Credit, Ltd.    New Jersey Secretary of    April 10, 1990    1331114
745 Atlantic Avenue    State
Boston, MA 021 11

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

<S> <C>


DEBTOR        JURISDICTION      DATE OF FILING    FILE NO.
------------------------------------------------------------------------------

Chancellor Corp.      New Jersey Secretary of    April 10, 1990    1331112
745 Atlantic Avenue    State
Boston, MA 021 11

Chancellor Acquisition Corp.  Middlesex County, NJ    April 10, 1990    001005
745 Atlantic Avenue
Boston, MA 021 11

Chancellor Asset Management  Middlesex County, NJ    April 10, 1990    001004
Corp.
745 Atlantic Avenue
Boston, MA 02111

Chancellor Fleet Corp.    Middlesex County, NJ    April 10, 1990    001003
745 Atlantic Avenue
Boston, MA 02111

Chancellor Credit, Ltd.    Middlesex County, NJ    April 10, 1990    001002
745 Atlantic Avenue
Boston, MA 02111

Chancellor Corp.      Middlesex County, NJ    April 10, 1990    001001
745 Atlantic Avenue
Boston, NM 02111
------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                    EXHIBIT C
                                     RELEASE

     Release  executed  as  of  April  4,  1997, by each of the undersigned (the
"Releasors")  in  favor  of  Fleet  National  Bank,  as agent (the "Agent"), and
Reliastar  Life  Insurance  Company,  the  CIT  Group/Equipment Financing, Inc.,
Atlantic Bank of New York, Inc., Farm Bureau Life Insurance Company of Michigan,
Inc.,  F.B.  Annuity  Company, Farm Bureau Mutual Insurance Company of Michigan,
Fleet  National Bank, The Federal Deposit Insurance Corporation, and AMRESCO New
Hampshire,  L.P.  (collectively, the "Lenders" and, together with the Agent, the
"Releasees").

                                   WITNESSETH:
                                   -----------

     WHEREAS, Releasees, Releasors and others have entered into a Loan Reduction
and  Purchase  and  Assignment  Agreement,  dated  as  of  the  date hereof (the
"Settlement  Agreement")  and this Release is being executed pursuant to Section
3(f)  of  the  Settlement  Agreement.

     NOW  THEREFORE,  in  consideration of one dollar ($1.00), the consideration
set  forth  in  the  Settlement  Agreement,  and  other  good  and  valuable
consideration,  the  receipt  and  sufficiency of which are hereby acknowledged,
Releasors,  with  the  intention  of  binding their respective heirs, executors,
administrators,  legal  representatives,  successors  and  assigns,  do  hereby
expressly  remise,  release  and  forever  discharge Releasees, their respective
officers,  directors,  shareholders,  agents,  servants,  employees,  attorneys,
predecessors  in  interest,  successors and assigns from all debts, liabilities,
obligations,  claims,  demands,  actions,  accounts,  covenants,  contracts,
agreements,  promises,  omissions,  damages  and causes of action whatsoever, of
every  name,  nature,  and  description, both in law and in equity, or which may
result  from  the  existing  state of things, that Releasors ever had or may now
have,  known  or  unknown,  direct or indirect, absolute or contingent, or might
subsequently  accrue to Releasors or any of them or that anyone claiming through
or under any of them may have, or claim to have, which arise under or in any way
relate  to any of the Loan Documents (as defined in the Settlement Agreement) or
the  subject  matter of the Settlement Agreement, against any one or more of the
Releasees  or  their  respective  officers,  directors,  shareholders,  agents,
servants, employees, attorneys, predecessors in interest, successors or assigns.

     This  Release  shall  forever  settle,  adjust, and discharge all claims of
Releasors  against  Releasees  designated  above.  Releasors  voluntarily  and
knowingly  execute  this release with the intent of effecting the extinguishment
of  obligations as hereinabove designated.  The Releasors have read this Release
and  understand  all  of  its  terms.  The  undersigned  have  executed the same
voluntarily  and  with  full  knowledge  of  its  significance.

     EXECUTED  as an instrument under seal the day and year first above written.

                                        BORROWERS:
WITNESSED  AS  TO  ALL  SIGNATURES
ON  BEHALF  OF  BORROWERS:             CHANCELLOR  CORPORATION


/s/  Derek  R.  Coulter                By: /s/  John J. Powell
     Derek  R.  Coulter                         John  J.  Powell
                                                President

                                   CHANCELLOR  FLEET  CORPORATION


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CHANCELLOR  FINANCIAL  SALES  AND
                                   SERVICES,  INC.


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CHANCELLOR  FLEET
                                   REMARKETING,  INC.


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CHANCELLOR  ASSET
                                   CORPORATION


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

<PAGE>

                                   CHANCELLOR  FINANCIALEASE,  INC.


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   VALMONT  FINANCIAL  CORPORATION


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CHANCELLOR  DATACOMM,  INC.


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   ALCO  474N  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,
                                   AS  TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CAINS  931D  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CAINS  931E  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

<PAGE>

                                   CHRYSLER  B04E  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CONAGRA  25405  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   CONAGRA  25409  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   DALLAS  38329  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,
                                   AS  TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   H.E.  BUTT  796C  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   KRAFT  79328  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President


                                   KRAFT  993C  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,
                                   AS  TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   PIC  B03H  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,
                                   AS  TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   SATURN  B062  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   SATURN  B063  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   SATURN  B067  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   SHAMROCK  25748  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   TYLER  3110  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

                                   WHIRLPOOL  49434  TRUST
                                   By:  CHANCELLOR  FLEET  CORPORATION,  AS
                                   TRUSTEE


                                   By:    /s/  John  J.  Powell
                                        John  J.  Powell
                                        President

<PAGE>

                                    EXHIBIT D
                                     RELEASE

     Release  executed  as  of  April  4,  1997, by each of the undersigned (the
"Releasors")  in  favor  of  Fleet  National  Bank,  as agent (the "Agent"), and
Reliastar  Life  Insurance  Company,  the  CIT  Group/Equipment Financing, Inc.,
Atlantic Bank of New York, Inc., Farm Bureau Life Insurance Company of Michigan,
Inc.,  F.B.  Annuity  Company, Farm Bureau Mutual Insurance Company of Michigan,
Fleet  National Bank, The Federal Deposit Insurance Corporation, and AMRESCO New
Hampshire,  L.P.  (collectively, the "Lenders" and, together with the Agent, the
"Releasees").

                                   WITNESSETH:

     WHEREAS, Releasees, Releasors and others have entered into a Loan Reduction
and  Purchase  and  Assignment  Agreement,  dated  as  of  the  date hereof (the
"Settlement  Agreement")  and this Release is being executed pursuant to Section
3(f)  of  the  Settlement  Agreement.

     NOW  THEREFORE,  in  consideration of one dollar ($1.00), the consideration
set  forth  in  the  Settlement  Agreement,  and  other  good  and  valuable
consideration,  the  receipt  and  sufficiency of which are hereby acknowledged,
Releasors,  with  the  intention  of  binding their respective heirs, executors,
administrators,  legal  representatives,  successors  and  assigns,  do  hereby
expressly  remise,  release  and  forever  discharge Releasees, their respective
officers,  directors,  shareholders,  agents,  servants,  employees,  attorneys,
predecessors  in  interest  successors  and assigns from all debts, liabilities,
obligations,  claims,  demands,  actions,  accounts,  covenants,  contracts,
agreements,  promises,  omissions,  damages  and causes of action whatsoever, of
every  name,  nature,  and  description, both in law and in equity, or which may
result  from  the  existing  state of things, that Releasors ever had or may now
have,  known  or  unknown,  direct or indirect, absolute or contingent, or might
subsequently  accrue to Releasors or any of them or that anyone claiming through
or under any of them may have, or claim to have, which arise under or in any way
relate  to any of the Loan Documents (as defined in the Settlement Agreement) or
the  subject  matter of the Settlement Agreement, against any one or more of the
Releasees  or  their  respective  officers,  directors,  shareholders,  agents,
servants, employees, attorneys, predecessors in interest, successors or assigns.

     This  Release  shall  forever  settle,  adjust, and discharge all claims of
Releasors  against  Releasees  designated  above.  Releasors  voluntarily  and
knowingly  execute  this release with the intent of effecting the extinguishment
of  obligations as hereinabove designated.  The Releasors have read this Release
and  understand  all  of  its  terms.  The  undersigned  have  executed the same
voluntarily  and  with  full  knowledge  of  its  significance.

     EXECUTED  as an instrument under seal the day and year first above written.


WITNESSED:                              VESTEX CAPITAL CORPORATION

/s/  Derek  R.  Coulter                 By:   /s/  Brian M. Adley
     Derek  R.  Coulter                            Brian M. Adley
                                                   Chief Executive Officer

WITNESSED:

/s/  Derek  R.  Coulter                 By:   /s/  Brian M. Adley
     Derek  R.  Coulter                            Brian M. Adley