FOURTH AMENDMENT TO
                         RECEIVABLES PURCHASE AGREEMENT

         This Fourth Amendment to Receivables  Purchase  Agreement,  dated as of
December 18, 1998 (this "Amendment"),  is among LINC RECEIVABLES CORPORATION,  a
Delaware  corporation  ("Seller"),  LINC CAPITAL,  INC., a Delaware  corporation
("LINC"),   BLUE  KEEL  FUNDING,  LLC,  a  Delaware  limited  liability  company
("Purchaser"),  and FLEET BANK, N.A., a national banking  association,  as agent
for Purchaser (in such capacity, the "Agent").

                                   BACKGROUND

         1. Seller,  LINC,  Purchaser  and the Agent are parties to that certain
Receivables Purchase Agreement, dated as of December 30, 1997, as amended by the
First Amendment to Receivables Purchase Agreement, dated as of June 29, 1998, by
the Second Amendment to Receivables  Purchase Agreement,  dated as of August 14,
1998 and by the Third Amendment to Receivables  Purchase Agreement,  dated as of
November 1, 1998 (the "Receivables Purchase Agreement").

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

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,   the  receipt  of  sufficiency  of  which  are  hereby
acknowledged, the parties hereto 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
Receivables Purchase Agreement.

         SECTION 2. Purchase Limit.  Section 2.2(a) of the Receivables  Purchase
Agreement is hereby amended by (i) deleting the date "January 31, 1999" where it
appears  therein and  substituting  therefor  the date "March 31, 1999" and (ii)
deleting the number  "$150,000,000"  where it appears  therein and  substituting
therefor the number "$225,000,000".

         SECTION 3.  Representations.  Seller and the Servicer hereby  represent
and warrant that, after giving effect to this Amendment (i) the  representations
and  warranties  of  Seller  and  Servicer  contained  in  Article  VIII  of the
Receivables  Purchase  Agreement  are true and correct as of the date hereof and
(ii) no  Termination  Event or Unmatured  Termination  Event has occurred and is
continuing.

         SECTION 4. Miscellaneous. The Receivables Purchase Agreement as amended
hereby,  remains in full force and  effect.  Any  reference  to the  Receivables
Purchase  Agreement  from and after the date hereof  shall be deemed to refer to
the Receivables Purchase Agreement as amended hereby, unless otherwise expressly
stated.  This  Amendment  shall be a  contract  made under and  governed  by the
internal  laws  of the  State  of  Illinois  without  regard  to  any  otherwise
applicable conflict of law principles thereof. This Amendment may be executed by
the parties hereto in several counterparts,  each of which shall be deemed to be
an  original,  but all of which shall  constitute  together but one and the same
agreement.


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<PAGE>


                          LINC RECEIVABLES CORPORATION


                          By
                          Name:
                          Title:



                          LINC CAPITAL, INC.


                          By
                          Name:
                          Title:


                          BLUE KEEL FUNDING, LLC, as Purchaser


                          By
                          Name:
                          Title:


                           FLEET BANK, N.A., as Agent


                           By
                           Name:
                           Title: