Exhibit 10.1


SEPARATION AGREEMENT


                       This
separation agreement (the “Separation Agreement”) is made as of the
20th day of December, 2006 by Gary R. Shivers (the “Executive”) and
Marlin Business Services Corp. (the “Company”).


                       WHEREAS,
the Executive and the Company have entered into an Employment Agreement (the
“Employment Agreement”), dated as of October 14, 2003; and


                       WHEREAS,
the Executive’s employment with and service to the Company shall end
effective as of January 31, 2007 (the “Separation Date”);
and


                       WHEREAS,
the Executive shall resign his positions as an officer and director of the
Company and its subsidiaries effective the date hereof; and


                       WHEREAS,
the Executive’s separation is amicable and on mutually satisfactory terms;
and


                       WHEREAS,
the Company and the Executive desire to enter into this Separation Agreement on
the terms set forth herein.


                       NOW
THEREFORE, intending to be legally bound and for good and valid consideration,
the sufficiency of which is hereby acknowledged, the Executive and the Company
agree as follows:


	
  
1.
  	
  
SEVERANCE BENEFITS.
  




                        The
Company shall pay and provide the Executive severance benefits as
follows:


          (a)         In
satisfaction of any outstanding obligations to the Executive under the
Employment Agreement and recognizing that a material portion of the following
payment is being made in consideration for the Executive’s continued
obligations to comply with the covenants as set forth in Section 4 of this
Separation Agreement, the Company shall pay the Executive as follows
(collectively the “Separation Payment”): 


                       (i)          pay
the Executive as an employee for the period from the date hereof through the
Separation Date at the Executive’s current salary rate of $11,346.15 per
two-week pay period (pro rated for any portion thereof) and in accordance with
the Company’s normal payroll practices;


                       (ii)         pay
the Executive a lump sum amount of $365,500.00 on August 1, 2007;


                       (iii)        pay
the Executive at the rate of $28,810.59 per two-week pay period (pro rated for
any portion thereof) and in accordance with the Company’s normal payroll
practices for the period from August 1, 2007 through the eighteen (18) month
anniversary of the Separation Date;











                       (iv)        make
two payments to the Executive each in the amount of $5,831.68, upon the
presentation to the Company of written evidence of the Executive’s payment
of the April 2007 and April 2008 annual disability insurance premium;


                       (v)        make
one payment to the Executive in the amount of $1,935.46, upon the presentation
to the Company of written evidence of the Executive’s payment of the
December 2007 annual life insurance premium; and


                       (vi)        pay
on behalf of Executive, or reimburse the Executive for, the equivalent
Company-paid portion of the monthly premium due in order to provide the
Executive from the Separation Date until twenty-four (24) months after the
Separation Date with participation in, or substantially comparable benefits to,
the Company’s healthcare, vision, dental and prescription drug plans, so
that the percentage of the cost to the Executive of such coverage is no greater
than the percentage of the cost to an employee of the Company during the same
period, provided and to the extent that Executive timely and properly elects to
continue participation in such plans under COBRA, and to the extent that
Executive timely and properly elects to continue participation in such plans
after the 18-month COBRA period.


          (b)         The
Executive acknowledges and agrees that the Separation Payment as well as the
other provisions of this Separation Agreement shall be in full and complete
satisfaction of the following: (i) all amounts due and payable as salary,
incentive bonus, severance or otherwise under the terms of the Employment
Agreement; provided, that in addition to the Separation Payment, the Executive
will receive his salary, in accordance with the Company’s normal payroll
practices, for the period between the date for which his salary was last paid by
the Company and the Separation Date; (ii) the Company’s agreement to
provide healthcare coverage or other benefits for the Executive; (iii) all
rights to participate in any plans for employees or executives; (iv) accrued but
unused vacation through the Separation Date; (v) any other similar amounts or
benefits payable to the Executive pursuant to the Employment Agreement or
otherwise, and (vi) compensation or benefits for any notice period under the
Employment Agreement.


          (c)         18,365
shares of the Company’s Common Stock (the “Common Shares”) that
were previously granted to the Executive but as of the Separation Date remain
subject to vesting shall vest immediately at the Separation Date and all
restrictions on the sale of such Common Shares shall lapse, other than those
that may be imposed by federal or state securities laws, and the certificates
representing such shares shall, to the extent permitted by applicable federal or
state securities laws, be unlegended.  Prior to the delivery of such Common
Shares but no later than two weeks after the Separation Date, the Executive
shall satisfy all applicable income tax withholding required under federal,
state or local law in respect of the vesting of and lapse of restrictions on
such Common Shares.


          (d)          At
the Separation Date, the Executive has outstanding options to purchase 183,581
Common Shares, of which 148,080 are exercisable and 35,501 are unvested. 
Pursuant to this Separation Agreement, the 35,501 unvested options shall become
exercisable as of the Separation Date; 138,390 shares subject to such options
shall remain exercisable by the Executive through and including the 90th day
after the Separation Date, and 45,191 shares subject to such options shall
remain exercisable by the Executive through and including the second anniversary
of the Separation Date.


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          (e)          The
Company will reimburse the Executive for any bona fide business expenses
incurred by the Executive prior to the Separation Date in accordance with the
Company’s usual policy for such reimbursements, provided that an itemized
list of such expenses incurred prior to the Separation Date is submitted in
writing by the Executive for reimbursement within one week after the Separation
Date.


          (f)          As
soon as administratively practicable following the Separation Date, if requested
by the Executive, the Company will take reasonable action to cause the plan
administrator to facilitate the Executive’s request (after completion of
the required documentation by the Executive) for a transfer of the
Executive’s 401(k) account (or the balance thereof) into another such
account or another retirement savings plan, as applicable, designated by the
Executive.


          (g)          The
Company will indemnify, defend and hold the Executive harmless from and against
all liabilities, losses or damages, including but not limited to all attorneys
fees, litigation expenses, verdicts, judgments or settlements, with respect to
claims against the Executive arising from his acts or omissions while an officer
and director of the Company to the same extent as the indemnification provided
to then-current officers and directors pursuant to the Company’s articles
of incorporation and bylaws.  Additionally, from the Separation Date until
twenty-four (24) months after the Separation Date, the Company shall maintain
directors and officers insurance coverage for the Executive covering his acts or
omissions while an officer and director of the Company on a basis no less
favorable to him than the coverage provided to then-current officers and
directors of the Company.


          (h)          The
Executive understands and agrees that the Company shall not be responsible for
paying or reimbursing the costs and expenses of the Executive related to the
negotiation of this Separation Agreement.


          (i)          All
payments required to be made, and benefits required to be provided, by the
Company to the Executive under this Separation Agreement shall be subject to the
withholding of such amounts, if any, relating to tax, excise tax and other
payroll deductions as the Company may reasonably determine it should withhold
pursuant to any applicable law or regulation.

	
  
2.
  	
  
TERMINATION OF EMPLOYMENT AGREEMENT; RESIGNATION FROM BOARD OF   DIRECTORS AND OFFICER POSITIONS.
  



          (a)         Upon
the execution of this Separation Agreement, the Employment Agreement shall be
terminated in its entirety, and neither the Executive nor the Company, shall
have any further rights, duties or obligations with respect to the employment or
service of Executive by the Company.  This Separation Agreement sets forth
the entire agreement of the Company and the Executive with respect to the
subject matter hereof.  


          (b)         Upon
the execution of this Separation Agreement, the Executive shall resign,
effective as of the date hereof, from the Company’s Board of Directors and
all officer positions he holds with the Company and its subsidiaries by
executing the Letter of Resignation attached hereto as Exhibit A,
provided, that the Executive shall remain an employee of the Company through and
until the Separation Date.  The Executive also acknowledges that, as of the
date hereof, he has no rights with respect to appointment, observation or
similar rights with respect to any governing body of the Company.  The
Executive agrees to execute and deliver to the Company such other assignments,
agreements and other documents as the Company may reasonably request for the
purpose of transferring his responsibilities as a director and officer of the
Company and otherwise carrying out the intent of this Separation
Agreement.


3










	
  
3.
  	
  
RETURN OF COMPANY PROPERTY; POST-SEPARATION COMMUNICATIONS.
  




          (a)         The
Executive confirms that he has returned, or prior to the Separation Date will
return, all Company property, including without limitation, the Executive’s
cellular phone, corporate credit card, building access cards and laptop
computer.  In addition, prior to the Separation Date the Company will
arrange to retrieve and return to the Executive any personal information or data
maintained or stored by the Executive in the Company’s computer databases
(such as personal contact information in Outlook).


          (b)         Following
the Separation Date, the Executive shall no longer have access to e-mail or
other computer systems or telephone systems of the Company.  The Company
agrees that, for a period of six (6) months following the Separation Date, it
shall forward all personal e-mails and correspondence to the Executive after
they have been reviewed by the Company.  


          (c)         Following
the Separation Date, the Executive shall forward to the Company all
correspondence that he receives addressed to the Company.  All such
correspondence shall be forwarded as expeditiously as possible, but in no case
more than three (3) business days following receipt thereof.

	
  
4.
  	
  
CONFIDENTIALITY; NO COMPETITION; NONSOLICITATION.
  




          (a)         Definitions. 
The following terms shall have the following meanings when used in this Section
4 or elsewhere in this Separation Agreement:


                       (i)          “Business”
shall mean the “small ticket” (i.e., $1 to $250,000 ticket size)
equipment leasing business and any other business activities engaged in by the
Company or any Affiliate as a substantial line of business within one (1) year
prior to the Separation Date, including, without limitation, (A) factoring for
businesses under $100 million in annual sales, (B) business term loans to
businesses with less than $25 million in annual sales, (C) selling, providing or
charging for insurance on leased equipment, and (D) lease brokering and
syndication.


                       (ii)          “Competitive
Position” shall mean (A) the Executive’s direct or indirect equity
ownership or control of any entity engaged in the Business (except as provided
in the next sentence), or (B) an employment, consulting, partnership, advisory,
directorship, agency, promotional or independent contractor relationship between
the Executive and a person, firm, corporation, partnership or profit or
non-profit business or organization (“Person”) engaged, wholly or in
part, in the Business, in the United States or Canada.  Notwithstanding the
foregoing, the Executive’s direct or indirect ownership, solely as a
passive investment, of equity securities of any entity that is required to file
periodic reports with the U.S. Securities and Exchange Commission under Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended, the securities
of which corporation are listed on any securities exchange, quoted on the
National Association of Securities Dealers Automated Quotation System or traded
in the over-the-counter market, shall not constitute a “Competitive
Position” if the Executive is not a controlling person of, or a member of a
group that controls, the entity and the Executive does not, directly or
indirectly, own five percent (5%) or more of any class of securities of the
entity.


4











                       (iii)         “Confidential
Information” shall mean non-public information (including but not
necessarily limited to Trade Secrets) disclosed to the Executive or known by the
Executive as a consequence of, or through his relationship with, the Company,
about the Customers, employees (including compensation paid to other employees
or other terms of employment), operations, processes, products, inventions,
business methods, principals, marketing methods, costs, prices, contractual
relationships, regulatory status, trade secrets, public relations methods,
organization, procedures or finances, including, without limitation, information
of or relating to customer lists of the Company and its Affiliates. 


                       (iv)          “Customer”
shall mean any actual customer (including vendors, brokers and end users) or
client of the Company or any Affiliate during the one (1) year time period
preceding the Separation Date and any actively solicited prospective customer of
the Company or any Affiliate during that same time period.


                       (v)           “Restricted
Territory” shall mean the United States and Canada. 


                       (vi)          “Trade
Secret” shall mean information or data (including, but not limited to,
confidential business information, technical or non-technical data, formulas,
patterns, compilations, programs, devices, methods, techniques, drawings,
processes, financial data, financial plans, product plans, lists of actual or
potential customers or suppliers) that: (a) derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. 


                       (vii)         “Affiliates”
shall mean any partnership, joint venture, limited liability company or
corporation that, directly or indirectly through one or more intermediaries
Controls, or is Controlled by, or is under common Control with, any
person.  The term “Control” includes, without limitation,
the possession, directly or indirectly, of the power to direct the management
and policies of a corporation, partnership, joint venture or limited liability
company, whether through the ownership of voting securities, by contract or
otherwise.


          (b)        Limitations
on Competition.  In consideration of the rights and benefits the
Executive will receive under this Separation Agreement, from the date of this
Separation Agreement through the date that is eighteen (18) months after the
Separation Date, the Executive shall not, directly or indirectly, alone or in
conjunction with any other Person accept or take a Competitive Position. 
During such period, this covenant shall bind the Executive only with respect to
the Executive’s activities in the Restricted Territory or with respect to
any business entity that is engaged in the Business in the Restricted
Territory.


5











          (c)         Confidentiality. 
Except to the extent required by law, the Executive shall not, directly or
indirectly, alone or in conjunction with any other Person, (i) disclose,
publish, disseminate or otherwise communicate, in oral, written, electronic or
other format, any Confidential Information of the Company or any Affiliate to
any Person unaffiliated with the Company, or (ii) use, copy or reproduce any
Confidential Information.  On or prior to the Separation Date, the
Executive shall return to the Company all Confidential Information in possession
or control that is in written, electronic or other non-oral form (together with
all copies or duplicates thereof, including computer files), including, without
limitation, any document, record, notebook, computer program or similar
repository of or containing any such Confidential Information. 
Notwithstanding the foregoing, the Executive shall not be obligated to treat as
confidential, or return to the Company any embodiments of Confidential
Information that (i) is accessible to the public generally (except where such
accessibility resulted from unauthorized disclosure), or (ii) is lawfully
disclosed to the Executive by a third party.  The duration of the
obligations set forth in this Section 4(c) shall begin on the Separation Date
and shall end on the fifth (5th) anniversary of the Separation Date,
except with respect to any Confidential Information that constitutes a Trade
Secret, in which case the obligations shall continue for as long as the
underlying Confidential Information continues to meet the definition of Trade
Secret.


          (d)         Non-Solicitation
of Company Customers.  Also in consideration of the rights and benefits
he will receive under this Separation Agreement, from the date of this
Separation Agreement through the date that is eighteen (18) months after the
Separation Date, the Executive shall not, directly or indirectly, alone or in
conjunction with any other Person, solicit, divert or appropriate (or attempt to
do so) any Customer for the purpose of providing the Customer with, or having
the Customer provided with, services or products that directly compete with
those offered by the Company or any Affiliate.


          (e)         Non-Solicitation
of Company Personnel.  Also in consideration of the rights and benefits
he will receive under this Separation Agreement, from the date of this
Separation Agreement through the date that is twenty-four (24) months after the
Separation Date, the Executive shall not, directly or indirectly, alone or in
conjunction with any other Person, (a) hire any Person who was an employee of
the Company or any Affiliate at the Separation Date or (b) encourage or solicit
any employee, consultant, advisor, director, supplier or independent contractor
of the Company to terminate or lessen that Person’s affiliation with the
Company or any Affiliate or to violate the terms of any agreement or
understanding between that Person and the Company or any Affiliate.


          (f)         Acknowledgments. 
The Executive acknowledges that: (i) the purpose of the covenants in this
Section 4 (the “Protective Covenants”) is to protect the Confidential
Information of the Company, to protect the Company from unfair competition; and
(ii) the scope of the Protective Covenants is reasonable in light of the
irreparable harm to the Company that could result if the Executive were to
engage in conduct prohibited by the Protective Covenants and in light of the
substantial rights and benefits that the Executive will receive under this
Separation Agreement.  The Executive also acknowledges that the Company
shall have the right in its sole discretion to waive the Executive’s
compliance with any Protective Covenant on a case-by-case basis.  No such
waiver shall be effective unless it is specific and is in writing. 
Additionally, the Executive acknowledges the receipt of good and adequate
consideration for the Protective Covenants and acknowledges that he can obtain
gainful employment without violation of the Protective Covenants.


6











          (g)         Injunctive
Relief and Enforcement; Partial Enforcement.  In the event of breach by
the Executive of a Protective Covenant, the Company shall be entitled to
institute legal proceedings to obtain damages for any such breach, or to enforce
the specific performance of this Separation Agreement by the Executive and to
enjoin the Executive from any further violation and to exercise such remedies
cumulatively or in conjunction with all other rights and remedies provided by
law.  The Executive acknowledges that money damages would be an
insufficient remedy for any breach by him of a Protective Covenant and that in
addition to all other remedies the Company shall be entitled to specific
performance and injunctive or other equitable relief for any such breach. 
In addition, in the event that any Protective Covenant shall be determined by
any court of competent jurisdiction to be unenforceable because it extends for
too long a period of time or to too broad a geographical area or too broad an
array of prohibited activities, it is the parties’ intent that the court
enforce the covenant at issue to the broadest extent possible within the
limitation of the law. Also, to the extent allowed by law, the Executive waives
the posting of any bond or security for a temporary restraining order,
preliminary injunction, or any other extraordinary relief that may be obtained
by the Company in connection with this Separation Agreement.

	
  
5.
  	
  
FILING WITH SECURITIES AND EXCHANGE COMMISSION.
  




                        The
Company will be solely responsible for making any filings or public disclosures
legally required concerning this Separation Agreement, including the filing of
this Separation Agreement with the Securities and Exchange Commission as an
exhibit to certain periodic and current reports under the Securities Exchange
Act of 1934, as amended.  The Executive acknowledges that the Company may
make such filings and disclosures and may file this Separation Agreement as the
Company deems necessary.


	
  
6.
  	
  
PRESS RELEASE.
  




                        The
Company and the Executive agree that the press release announcing the cessation
of the Executive’s employment shall be issued by the Company in the form
attached hereto as Exhibit B promptly after the execution of this
Separation Agreement.

	
  
7.
  	
  
RELEASE.
  




                        In
consideration for the Separation Payment to be made pursuant to this Separation
Agreement, the Executive hereby agrees as follows, and agrees to provide the
Separation Date Release in the form attached hereto as Exhibit
C:


          (a)         Release
and Covenant.  The Executive, of his own free will, voluntarily
releases and forever discharges the Company, its subsidiaries, Affiliates, their
officers, employees, agents, stockholders, successors and assigns (both
individually and in their official capacities with the Company) from, and
covenants not to sue or proceed against any of the foregoing on the basis of,
any and all past or present causes of action, suits, agreements or other claims
which the Executive, his dependents, relatives, heirs, executors,
administrators, successors and assigns has or have against the Company upon or
by reason of any matter arising out of his employment by the Company and the
cessation of said employment, and including, but not limited to, any alleged
violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963,
the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of
1973, the Older Workers Benefit Protection Act of 1990, the Americans with
Disabilities Act of 1990, the Family and Medical Leave Act of 1993, and any
other federal or state law, regulation or ordinance, or public policy, contract
or tort law, having any bearing whatsoever on the terms and conditions or
cessation of his employment with the Company.  This release shall not,
however, constitute a waiver of any of the Executive’s rights or claims
under (i) this Separation Agreement, (ii) the terms of any employee benefit plan
of the Company in which the Executive is participating or (iii) the policies of
the Company with regard to business expense reimbursement.


7











          (b)         Due
Care.  The Executive acknowledges that he has received a copy of this
Separation Agreement prior to its execution and has been advised hereby of his
opportunity to review and consider this Separation Agreement for twenty-one (21)
days prior to its execution.  The Executive is hereby advised and
acknowledges that he has been advised to consult with an attorney prior to
executing this Separation Agreement.  The Executive enters into this
Separation Agreement having freely and knowingly elected, after due
consideration, to execute this Separation Agreement and to fulfill the promises
set forth herein.  This Separation Agreement shall be revocable by the
Executive during the 7-day period following its execution, and shall not become
effective or enforceable until the expiration of such 7-day period.  No
Separation Payments under this Separation Agreement shall be made before the
expiration of this 7-day period, and shall be forfeited by the Executive if he
exercises the right of revocation.  


          (c)         Reliance
by the Executive.  The Executive acknowledges that, in his decision to
enter into this Separation Agreement, he has not relied on any representations,
promises or agreements of any kind, including oral statements by representatives
of the Company, except as set forth in this Separation Agreement.

	
  
8.
  	
  
NOTICES.
  




                        All
notices and other communications hereunder shall be in writing or by written
telecommunication, and shall be deemed to have been duly given if delivered
personally or if sent by overnight courier or by certified mail, return receipt
requested, postage prepaid or sent by written telecommunication or telecopy, to
the relevant address set forth below, or to such other address as the recipient
of such notice or communication shall have specified in writing to the other
party hereto, in accordance with this Section 8.


8










	
  
If to the   Executive, to:
  
	
  
 
  
	
  
          218   Chestnut Street
  
	
  
          Haddonfield,   NJ  08033
  
	
  
 
  
	
  
          Copy   to:  Peter J. Weidman, Esq.
  
	
  
          The   Law Office of Peter J. Weidman
  
	
  
          600   West Germantown Pike, Suite 400
  
	
  
          Plymouth   Meeting, PA  19462
  
	
  
 
  
	
  
If to the   Company, to:
  
	
  
 
  
	
  
          Marlin   Business Services Corp.
  
	
            300   Fellowship Road
  
	
  
          Mt.   Laurel, NJ  08054
  
	
  
 
  
	
  
          Attn:   Chief Executive Officer
  
	
  
          Copy   to: General Counsel
  
	
  
 
  





	
  
9.
  	
  
SEVERABILITY.
  




                        The
invalidity or unenforceability of any provision or provisions of this Separation
Agreement shall not affect the validity or enforceability of any other provision
of this Separation Agreement, which shall remain in full force and effect;
provided, however, that if any one or more of the terms contained
in Section 4 shall for any reason be held to be excessively broad with
regard to time, duration, geographic scope or activity, that term shall not be
deleted but shall be reformed and constructed in a manner to enable it to be
enforced to the extent compatible with applicable law.


	
  
10.
  	
  
ASSIGNMENT.
  




                        This
Separation Agreement may not be assigned by the Executive.  Upon receipt of
the Executive’s prior written consent, which shall not be unreasonably
withheld, this Separation Agreement may be assigned by the Company to any direct
or indirect subsidiary or parent of the Company, or any successor (whether by
merger, consolidation, purchase or otherwise) to all or substantially all of the
stock, assets or business of the Company and this Separation Agreement shall be
binding upon and inure to the benefit of such successors and assigns.


                        If
the Executive dies while he is receiving payments or benefits under Section 1,
then all payments under Sections 1(a)(i), (ii) and (iii) shall continue to be
paid to his estate, and the Executive’s eligible dependents shall continue
to receive health, vision, dental and prescription drug benefits in accordance
with Section 1(a)(vi).


9










	
  
11.
  	
  
HEADINGS.
  



                        The
headings contained herein are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Separation
Agreement.

	
  
12.
  	
  
GOVERNING LAW.
  




                        This
Separation Agreement shall be governed and construed in accordance with the laws
of the State of New Jersey, without giving effect to principles of conflicts
law.

	
  
13.
  	
  
ENTIRE AGREEMENT.
  




                        This
Separation Agreement sets forth the entire understanding and supersedes all
prior and contemporaneous oral and written agreements between the parties
relating to the subject matter contained herein or therein, and merges all prior
and contemporaneous discussions between them.


10











                        IN
WITNESS WHEREOF, the Executive and the Company have executed this Separation
Agreement as of the day and year first above written.

	
  
MARLIN   BUSINESS SERVICES CORP.
  	
  
 
  	
  
GARY R.   SHIVERS
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ Daniel P. Dyer
  	
  
 
  	
  
/s/ Gary R. Shivers
  
	
   
  	
  


  	
  
 
  	
  


  
	
  
Name:
  	
  
Daniel P. Dyer
  	
  
 
  	
  
 
  
	
  
Title:
  	
  
Chief Executive Officer
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  




11











Exhibit A


Letter of Resignation


RESIGNATION AS OFFICER AND DIRECTOR


                    THE
UNDERSIGNED, intending to be legally bound hereby, does hereby resign, effective
December 20, 2006, as a member of the Board of Directors and as President of
Marlin Business Services Corp. and from any other official position the
undersigned holds (whether as an officer, director or otherwise) of Marlin
Business Services Corp. or any of its subsidiaries, although the undersigned
will remain an employee of Marlin Business Services Corp. through and until
January 31, 2007 pursuant to the Separation Agreement between the undersigned
and Marlin Business Services Corp. dated the date hereof.


                    IN
WITNESS WHEREOF, the undersigned has executed this Resignation this 20th day of
December, 2006.

	
  
 
  	
  
 
  
	
  
 
  	
  
/s/ Gary R. Shivers
  
	
  
 
  	
  


  
	
  
 
  	
  
Gary R.   Shivers
  




12











Exhibit B


MARLIN BUSINESS SERVICES CORP. ANNOUNCES MANAGEMENT REALIGNMENT


Mt. Laurel, NJ – December 21, 2006 -- Marlin Business Services Corp.
(NASDAQ: MRLN) today announced the resignation of President Gary Shivers. 
Mr. Shivers’ resignation as an officer and director of Marlin is effective
as of December 20, 2006, but he will remain employed by the Company through
January 31, 2007 to ensure a smooth transition.  Mr. Shivers, who served as
Marlin’s President since co-founding the Company in 1997, commented,
“I have enjoyed the time that I have spent at Marlin, working hard with the
employees and the other members of the management team to help Marlin grow from
a small, privately held start-up to a publicly traded financial services
company. This was a difficult decision for me, but I believe this is the right
time for me to step away from Marlin so I can pursue my outside interests. 
With the new product launches, I believe Marlin is positioned for continued
success.  It has been a privilege to be part of the Marlin
team.”


“The Company also is pleased to announce expanded roles for other members
of the senior management team”, said Chief Executive Officer Daniel P.
Dyer. “George Pelose, in his expanded role of Chief Operating Officer, will
now take responsibility for overseeing all aspects of the Company’s lease
financing business.  In addition, Lynne Wilson, Marlin’s Chief
Financial Officer, will assume additional reporting responsibility for our new
Factoring business unit.  I believe these changes provide the
organizational alignment needed to optimize the leasing business and to generate
meaningful results for the Factoring business”. 


George Pelose, who is also the Company’s General Counsel, has been an
integral part of the senior management team since joining Marlin in 1999 and has
played important roles in many aspects of the Company’s business. As
Marlin’s COO, Mr. Pelose will add the leasing Sales and Credit functions to
his existing reporting lines, which include Collections, Customer Service, Asset
Management, Insurance and Legal.   


In addition to the new Factoring business line, Lynne Wilson will remain
responsible for all accounting, treasury and financial analysis and reporting
aspects of the business.  She will also assume reporting responsibility for
the Human Resources department.  Dan Dyer, George Pelose and Lynne Wilson
will continue to serve as members of the Company’s Office of the
Chairman.


“I’d like to take this opportunity to personally thank Gary for all
his contributions to Marlin and his years of effort and dedication toward
Marlin’s success.  We will certainly miss Gary, and wish him all the
best.  I am extremely confident that our management team, dedicated
employee base and new organizational structure will drive the continued success
of Marlin’s core leasing business and will lead the charge into the new
Business Capital Loan and Factoring product lines.”


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Exhibit C


SEPARATION DATE RELEASE


                    This
SEPARATION DATE RELEASE (this “Release”) is executed and delivered by
Gary R. Shivers (the “Executive”) to Marlin Business Services Corp., a
Pennsylvania corporation (the “Company”).


                    In
consideration of the agreement by the Company to provide the Executive with the
Severance Payment set forth in the Separation Agreement between the Executive
and the Company dated December 20, 2006 (the “Separation Agreement”),
the Executive hereby agrees as follows:


                    Section
1.  Release and Covenant.  The Executive, of his own free will,
voluntarily releases and forever discharges the Company, its subsidiaries,
Affiliates (as defined in the Separation Agreement), their officers, employees,
agents, stockholders, successors and assigns (both individually and in their
official capacities with the Company) from, and covenants not to sue or proceed
against any of the foregoing on the basis of, any and all past or present causes
of action, suits, agreements or other claims which the Executive, his
dependents, relatives, heirs, executors, administrators, successors and assigns
has or have against the Company upon or by reason of any matter arising out of
his employment by the Company and the cessation of said employment, and
including, but not limited to, any alleged violation of the Civil Rights Acts of
1964 and 1991, the Equal Pay Act of 1963, the Age Discrimination in Employment
Act of 1967, the Rehabilitation Act of 1973, the Older Workers Benefit
Protection Act of 1990, the Americans with Disabilities Act of 1990, the Family
and Medical Leave Act of 1993, and any other federal or state law, regulation or
ordinance, or public policy, contract or tort law, having any bearing whatsoever
on the terms and conditions or cessation of his employment with the
Company.  This Release shall not, however, constitute a waiver of any of
the Executive’s rights or claims under (i) the Separation Agreement, (ii)
the terms of any employee benefit plan of the Company in which the Executive is
participating or (iii) the policies of the Company with regard to business
expense reimbursement.


                    Section
2.  Due Care.  The Executive acknowledges that he has received
a copy of this Release prior to its execution and has been advised hereby of his
opportunity to review and consider this Release for twenty-one (21) days prior
to its execution.  The Executive is hereby advised and acknowledges
that he has been advised to consult with an attorney prior to executing this
Release.  The Executive enters into this Release having freely and
knowingly elected, after due consideration, to execute this Release and to
fulfill the promises set forth herein.  This Release shall be revocable by
the Executive during the 7-day period following its execution, and shall not
become effective or enforceable until the expiration of such 7-day period. 
No Separation Payments under the Separation Agreement shall be made before the
expiration of this 7-day period, and shall be forfeited by the Executive if he
exercises the right of revocation.  


                    Section 3.  Reliance by the Executive.  The Executive acknowledges that, in his decision to enter into this Release, he has not relied on any representations, promises or agreements of any kind, including oral statements by representatives of the Company, except as set forth in this Release and the Separation Agreement.


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                    This SEPARATION DATE RELEASE is executed by the Executive and delivered to Company on January 31, 2007. 

	
  
 
  	
  
EXECUTIVE:
  
	
   
  	
   
  
	
   
  	
   
  
	
   
  	
  


  
	
   
  	
  Gary R.   Shivers
  



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