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                                                                    EXHIBIT 10.1




                    FORM OF ORIGINATION & SERVICING AGREEMENT


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                                                                    EXHIBIT 10.1

                        ORIGINATION & SERVICING AGREEMENT


         ORIGINATION & SERVICING AGREEMENT, dated as of the 15 day of April,
2005 (the "Agreement") by and between LEASE EQUITY APPRECIATION FUND II, L.P.
("LEAF Fund II"), a Delaware limited partnership having its principal place of
business at 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103, LEAF
FINANCIAL CORPORATION, INC. ("LEAF Financial"), a Delaware corporation having
its principal place of business at 110 S. Poplar Street, Suite 101, Wilmington,
DE 19801, and LEAF FUNDING, INC. ("LEAF Funding"), a Delaware corporation having
its principal place of business at 1845 Walnut Street, 10th Floor, Philadelphia,
PA 19103.

         WHEREAS, LEAF Fund II is engaged in the business of acquiring a
diversified portfolio of equipment that it leases to third-parties ("Equipment
Leases"), and to a limited extent financing the acquisition of equipment by end
users("Secured Loans");

         WHEREAS, LEAF Fund II desires to retain LEAF Funding (the "Originator")
as the originator of the Equipment Leases and the Secured Loans;

         WHEREAS, LEAF Fund II desires to retain LEAF Financial (the "Servicer")
as the servicer of the Equipment Leases and the Secured Loans; and

         WHEREAS, LEAF Funding and LEAF Financial are willing to originate and
service all of the Equipment Leases and Secured Loans;

         NOW THEREFORE, in consideration of the covenants set forth in this
Agreement and other good and valuable consideration, receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement agree as follows:


1. APPOINTMENT; STANDARD OF CARE; DUTIES OF THE ORIGINATOR AND THE SERVICER

            The Originator and the Servicer are each hereby authorized to act as
an agent for LEAF Fund II and in that capacity shall originate, manage, service,
administer and make collections on the Equipment Leases and Secured Loans and
perform any other reasonable actions that may be required by LEAF Fund II under
this Agreement. The Servicer agrees that its servicing of the Equipment Leases
and Secured Loans shall be carried out in accordance with customary and usual
procedures of institutions which service equipment leases and Secured Loans,
unless there is a specific requirement dictated by LEAF II.

            (a) The Originator's duties shall include, without limitation, the
following:

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                  1. Lease Origination
                  Originate Equipment Leases and Secured Loans through direct
                  and indirect origination strategies. Direct originations will
                  involve marketing to direct vendors' and resellers, which will
                  offer leasing as a financing option as part of the vendors and
                  resellers' overall equipment package. The indirect strategy
                  will involve acquiring Equipment Leases from other equipment
                  lessors, including captives of manufacturers, banks and other
                  financial services companies.

         (b) The Servicer's duties shall include, without limitation, the
following:

                  1.  Underwriting
                  Development and ongoing updates of credit evaluation systems,
                  including automatic extraction of credit information from
                  online databases; credit scoring and credit analyst review.

                  2.  Receivables Management
                  Monthly invoicing including detailed breakdown of lease
                  payments and misc. items and collection of lease revenues. The
                  Servicer will have the authority to manage the lease
                  receivables as well as write-off Equipment Leases.

                  3.  Syndicate Transactions
                  Syndicate Equipment Lease transactions and/or portions of
                  Equipment Lease portfolios to third-parties, or other
                  additional related parties, where applicable to enhance income
                  and/or manage risk.

                  4.  System Development and Integration
                  Develop and integrate systems to provide fully automated
                  processing of Equipment Leases, including:

                  o   a management system establishing Equipment Leasing program
                      relationships with direct sales organizations;

                  o   sales and marketing database management systems that
                      provide vendor sales relationship development and tracking
                      tools;

                  o   application management system;

                  o   credit scoring system that automates the task of
                      evaluating high volumes of small ticket Equipment Lease
                      applications;

                  o   contract management system that provides electronic
                      invoice generation, payment posting technologies and
                      collections and customer service screens;

                  o   accounting and financial management system that will
                      provide financial management of portfolio from
                      securitization reporting to financial pro forma generating
                      tools and investor reporting.
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                  5. Set Residuals and Manage Residual Realization
                  Establish and monitor residual value assessments of equipment
                  using information from any one or more of a number of sources,
                  including management's prior experience, secondary market
                  publications, interviews with manufacturers and used equipment
                  dealers, auction sales guides, historical sales data, industry
                  organizations and valuation companies.

                  Manage residual realization by: re-leasing equipment to
                  existing lessees; automatically extending Equipment Leases on
                  a month to month basis; selling equipment to lessees at the
                  end of the Equipment Lease or at the end of the extension of
                  the Equipment Lease; and selling equipment that is returned at
                  the end of the Equipment Lease either to the original vendor
                  or to used equipment dealers.

                  6. Ongoing Portfolio Integrity
                  Evaluate the Equipment Lease portfolio on an ongoing basis,
                  including review for completeness and accuracy of
                  documentation; review and verify lessee and user payment
                  histories; evaluate underlying equipment or other collateral
                  and verify values; obtain credit reports and/or credit scores
                  for a representative number of Equipment Leases and perform
                  UCC lien searches.

                  7. Development and Documentation of Marketing Materials
                  Develop marketing material specific to each program,
                  including:

                  o   a sales kit, which shall include a sales jacket along with
                      lease agreements, a rate card, and specific lease products
                      of a vendor; and
                  o   a lease program and a benefit flyer to assist vendor sales
                      forces in presenting the lease option to customers.

                  8. Secured Loans
                  To the extent applicable, the Servicer's duties described
                  above in this Section 1(b) shall include the Secured Loans.


2. TERM AND TERMINATION

         This Agreement shall be deemed effective on execution by LEAF II, LEAF
Funding and LEAF Financial. The term of this Agreement shall continue from that
effective date for three (3) years and shall automatically renew for additional
one-year periods unless earlier terminated by LEAF II. LEAF II may terminate
this Agreement at any time by giving the other parties at least thirty (30) days
written notice of termination. At the termination date specified in LEAF II's
notice, the obligations of the other parties with respect to the origination and
servicing of the Equipment Leases and Secured Loans shall terminate to the
extent they have not yet been performed or are not required by this Agreement to
have been performed before that termination date.

3. FEES AND EXPENSES

         In consideration of the above described services, the Originator and
the Servicer shall receive certain fees and be reimbursed for expenses as set
forth in the Amended and Restated Agreement of Limited Partnership of Lease
Equity Appreciation Fund II, L.P.
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4. MISCELLANEOUS PROVISIONS

         (a)      Assignability. The rights and obligations of LEAF Funding and
                  LEAF Financial may only be assigned if the proposed
                  assignee(s) meets LEAF II's requirements and receives LEAF
                  II's written approval prior to the assignment.

         (b)      Notices. Notices under this Agreement shall be deemed to have
                  been given if mailed, postage prepaid, by registered or
                  certified mail, return receipt required, or by courier service
                  to the other parties at the address stated above or at any
                  other address as a party may have provided by written notice
                  to the other parties.

         (c)      Choice of Law; Venue; Waiver; Trial by Jury. This Agreement
                  shall be governed by the internal laws (as opposed to the
                  conflict of laws provisions) and decisions of the Commonwealth
                  of Pennsylvania. The parties to this Agreement consent to the
                  jurisdiction of any local, state, or federal court located
                  within Pennsylvania, and waive any objection relating to
                  improper venue or forum non conveniens to the conduct of any
                  proceeding in any such court and further waive any right to
                  have any claim or dispute arising from or related to this
                  Agreement by parties to this Agreement against one or more
                  parties to this Agreement, whether or not there are any
                  additional third-parties to the action or proceeding, heard by
                  a jury.


         IN WITNESS WHEREOF, the parties to this Agreement have executed this
Assignment by their duly authorized officers as of the15 day of April, 2005.


Lease Equity Appreciation Fund II, L.P.       LEAF Funding, Inc.
By:   LEAF Financial Corporation              By:
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                                              Name:  Crit DeMent
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          its General Partner                 Title: CEO
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By:
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Name:  Miles Herman
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Title: President & COO
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LEAF Financial Corporation
By:
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Name:
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Title:
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