AMENDMENT NO. 5
                                       TO
                    THIRD AMENDED AND RESTATED LOAN AGREEMENT
                    -----------------------------------------

                  AMENDMENT,  dated as of October 31, 1998  ("Amendment No. 5"),
to the Third Amended and Restated Loan  Agreement  dated as of July 22, 1997 (as
amended hereby and from time to time hereafter,  the "Loan  Agreement"),  by and
among LINC CAPITAL, INC. (formerly known as Scientific Leasing Inc.), a Delaware
corporation (the "Borrower"),  the banks from time to time party thereto (each a
"Bank" and  collectively,  the "Banks"),  and FLEET BANK,  N.A. as agent for the
Banks (in such  capacity,  together with its  successors in such  capacity,  the
"Agent").

                              W I T N E S S E T H:
                              --------------------

                  WHEREAS, the Borrower, the Agent and the Banks desire to amend
the Loan Agreement (a) to extend the Commitment  Termination  Date until October
31, 1999, (b) to increase the Banks'  Commitments  thereunder to an aggregate of
One  Hundred  Fifty-Five  Million   ($155,000,000)  Dollars  and  the  Temporary
Commitment to Fifteen Million ($15,000,000) Dollars, (c) to make a "CD Rate" and
a "Fed Funds Rate" available with respect to interest  payable on the Loans, (d)
to consent to the acquisition by the Borrower or any Subsidiary  thereof of 100%
of the outstanding capital stock of Analease B.V., and (e) to make certain other
changes as hereinafter set forth; and

                  WHEREAS,  capitalized  terms used and not defined herein shall
have the meanings specified in the Loan Agreement.

                  NOW,  THEREFORE,   in  consideration  of  the  premises,   the
Borrower, the Banks and the Agent agree as follows:

Article I.        Amendments to Loan Agreement.
                  -----------------------------


<PAGE>





                  This Amendment No. 5 to Loan  Agreement  shall be deemed to be
an amendment to the Loan  Agreement,  and shall not be construed in any way as a
replacement  therefor.  All of the terms and provisions of this Amendment No. 5,
including,  without  limitation,  the  representations  and warranties set forth
herein, are hereby  incorporated by reference into the Loan Agreement as if such
terms and  provisions  were set forth in full  therein.  The Loan  Agreement  is
hereby  amended,  effective as of the Effective  Date (as defined in Section 5.1
hereof) upon the satisfaction of the conditions precedent set forth in Article V
hereof, in the following respects.

         1.1 The  following  definitions  appearing  in  Section  1.1,  "General
Definitions", are amended as hereinafter set forth:

                  (a) "Applicable Margin" is amended and restated to read:

                  "Applicable  Margin" -(a) For the periods from each Applicable
                  Margin  Determination  Date until the next  Applicable  Margin
                  Determination Date, or if earlier, the Commitment  Termination
                  Date,   that  percentage  to  be  added  to  the  Prime  Rate,
                  Eurodollar  Rate, CD Rate or Fed Funds Rate,  as  appropriate,
                  pursuant to Section 2.11 for purposes of  determining  the per
                  annum rate of interest  applicable  from time to time  thereto
                  which  shall be,  with  respect  to (i) Prime  Rate  Loans and
                  Eurodollar  Loans, the percentage set forth in the table below
                  in this  subsection (a), for the Prime Rate and the Eurodollar
                  Rate,   respectively,   that  as  of  the  Applicable   Margin
                  Determination  Date,  corresponds  to the  Leverage  Ratio set
                  forth in such table, and (ii) CD Rate Loans and Fed Funds Rate
                  Loans,  the sum of (x) the  Applicable  Margin for  Eurodollar
                  Loans determined as hereinbefore provided, plus (y) five basis
                  points."


                                     Applicable Margin         Applicable Margin
                                           for                        for       
                  Leverage Ratio     Prime Rate Loans          Eurodollar  Loans
                  --------------     ----------------          -----------------

                  Less than 2.5:1           0%                        1.25%     

                  2.5:1 or more but        .10%                       1.375%    
                  less than 3.0:1  

                  3.0:1 or more but        .15%                       1.50% 
                  less than 3.5:1                                               
           
                  3.5:1 or greater         .25%                       1.75%     
<PAGE>




                  For  purposes of the  preceding  subsection  (a), the Leverage
                  Ratio shall be determined five business days after the date on
                  which the Agent receives a certificate  pursuant to subsection
                  5.11(c) hereof  showing the  calculation of the Leverage Ratio
                  for the immediately  preceding full calendar  month,  provided
                  that if the  Borrower  shall not have  submitted  to the Agent
                  such certificate as and when required under subsection 5.11(c)
                  hereof,  the  Applicable  Margin shall be as determined by the
                  Agent for so long as such certificate has not been received by
                  the Agent.  The  Applicable  Margin shall become  effective on
                  each Applicable Margin  Determination Date and shall remain in
                  effect   until   the   next   succeeding   Applicable   Margin
                  Determination Date (except that notwithstanding the foregoing,
                  if an Event of Default  shall have  occurred and be continuing
                  at the time of delivery of such certified  calculations  or at
                  any time following the same, until the next succeeding date of
                  determination  the  Applicable  Margin for any such Loan shall
                  not as a  consequence  of this  provision  be reduced  for the
                  period from the occurrence of such Event of Default for and so
                  long as the same shall be continuing).  In confirmation of the
                  foregoing (and subject to the terms of the exception set forth
                  in  parentheticals  above in respect of any  decreases  in the
                  Applicable Margin), if, at the last day of any calendar month,
                  the Leverage  Ratio shall  increase from that in effect at the
                  end of the preceding month,  then the Applicable  Margin shall
                  increase from the first day of the month following delivery of
                  such  certificate  until the next  succeeding  redetermination
                  date.  In  the  event  that  quarterly  or  annual   financial
                  statements  of the  Borrower  shall  reflect that the Leverage
                  Ratio for any particular  period was higher than as calculated
                  for any month and theretofore delivered to the Agent, then the
                  Borrower  shall  be  obligated  to pay to the  Agent,  for the
                  ratable  benefit  of the  Banks,  additional  interest  in the
                  amount  that  would  have  been  payable  in  respect  of  any
                  respective period if the calculation of the Leverage Ratio for
                  the applicable period had been correct.


<PAGE>


                           (b) As at any  date of  determination  thereof  which
                  determination  shall  be made on  each  successive  Applicable
                  Margin Determination Date, the applicable percentage set forth
                  below shall apply if such date of determination is on or after
                  the Commitment  Termination  Date:  the Applicable  Margin for
                  Prime Rate Loans: 1.75% (175 basis points); and the Applicable
                  Margin for Eurodollar  Loans:  3% (300 basis points);  and the
                  Applicable  Margin for CD Rate Loans and Fed Funds Rate Loans:
                  3.05% (305 basis points)".

                  (b) "Borrowing  Base" is amended to add a new paragraph to the
end of paragraph (2), "Certain Concentration Limits", to read as follows:

                           "In addition,  at no time shall the  Post-Computation
                  Amount  included  in  the  Borrowing  Base  under  any  of the
                  foregoing  clauses (a)  through  (g) with  respect to Analease
                  B.V. and its Subsidiaries  exceed in the aggregate One Million
                  Five Hundred Thousand ($1,500,000) Dollars."

                  (c) "Commitment  Termination  Date" is amended to replace the 
date "October 31, 1998" with the date "October 31, 1999".

                  (d)  "Interest  Period" is  amended  and  restated  to read as
follows:



<PAGE>


                  "Interest  Period - with respect to any Fixed Rate Loan,  each
                  period  commencing  on the date such Loan is made or converted
                  from a Loan or Loans of another  type,  or the last day of the
                  next preceding  Interest Period with respect to such Loan, and
                  ending,  with respect to any (a)  Eurodollar  Loan,  one, two,
                  three, four, five, six, nine or twelve months later, or (b) CD
                  Rate Loan or Fed Funds  Rate Loan,  seven days or thirty  days
                  later,  in each case as the Borrower may select as provided in
                  Section 2.3 hereof (subject to availability of funds),  except
                  that each such  Interest  Period  which  commences on the last
                  Eurodollar Business Day of a calendar month (or on any day for
                  which  there  is  no  numerically  corresponding  day  in  the
                  appropriate  subsequent  calendar month) shall end on the last
                  Eurodollar Business Day of the appropriate subsequent calendar
                  month.  Notwithstanding the foregoing: (i) any Interest Period
                  which  commences  prior to a Payment  Date  shall end no later
                  than such Payment Date if the  aggregate  principal  amount of
                  the Loans or portions  thereof to which such  Interest  Period
                  would be applicable would include any portion of the aggregate
                  principal amount of the Loans which is due and payable on such
                  Payment Date;  provided,  however,  that the Borrower shall in
                  any event be liable for the  payment of any and all amounts of
                  the type  described  in Section  2.20 hereof in the event that
                  the Term Conversion  Date occurs after the  commencement of an
                  Interest  Period  resulting  in  payments  being  required  on
                  Payment Dates prior to the  expiration of the then  applicable
                  Interest  Period;   (ii)  each  Interest  Period  which  would
                  otherwise  end on a day which is not a Business  Day shall end
                  on the next  succeeding  Business  Day (or,  in the case of an
                  Interest Period for Eurodollar  Loans, if such next succeeding
                  Eurodollar  Business Day falls in the next succeeding calendar
                  month, on the next preceding  Eurodollar  Business Day); (iii)
                  no more than five (5) Interest  Periods for  Eurodollar  Loans
                  shall be in effect at the same time; and (iv)  notwithstanding
                  clause (i) above,  no Interest Period shall have a duration of
                  less than 1 month (in the case of Eurodollar  Loans) or 7 days
                  (in the case of CD Rate  Loans and Fed Funds Rate  Loans).  In
                  the event that the  Borrower  fails to select the  duration of
                  any  Interest  Period for any Loan  within the time period and
                  otherwise  as provided in Section 2.7 hereof,  such Loans will
                  be automatically  converted into a Prime Rate Loan on the last
                  day of the preceding Interest Period for such Loan.

                  (e) "Post-Default  Rate" is amended to restate clause "(b)" to
read, as follows:



<PAGE>


                  " (b) if such Loans are Fixed Rate Loans, 2% above the rate of
                  interest in effect thereon at the time of the Event of Default
                  that resulted in the Post-Default  Rate being instituted until
                  the end of the then  current  Interest  Period  therefor  and,
                  thereafter,  2% above the Prime Rate as in effect from time to
                  time plus the  Applicable  Margin for Prime Rate Loans (but in
                  no event  less  than the  interest  rate in  effect on the due
                  date);"

                  (f)  "Quarterly  Dates" is  amended  and  restated  to read as
follows:

                  "Quarterly Dates" - the last day of each calendar quarter, the
                  first of which  shall be the first  such day after the date of
                  this  Agreement,  provided that, in the event that if any such
                  date is not a (a)  Eurodollar  Business Day and any Eurodollar
                  Loans are then outstanding,  the relevant Quarterly Date shall
                  be the next  succeeding  Eurodollar  Business  Day (or, if the
                  next  succeeding  Eurodollar  Business  Day  falls in the next
                  succeeding calendar month, then the next preceding  Eurodollar
                  Business  Day),  or (b) Business Day and any Prime Rate Loans,
                  CD Rate  Loans or Fed Funds Rate  Loans are  outstanding,  the
                  relevant Quarterly Date shall be the next succeeding  Business
                  Day.

                  (g)   "Reference   Bank"  is  amended  to  replace   the  word
"Eurodollar" with the word "Fixed".

                  (h) "Reserve  Requirement"  is amended and restated to read as
follows:



<PAGE>


                  "Reserve  Requirement"  - for any Fixed Rate Loans (other than
                  Fed Funds Rate Loans) for any Interest  Period  therefor,  the
                  average   maximum  rate  at  which  reserves   (including  any
                  marginal,  supplemental or emergency reserves) are required to
                  be maintained  during such Interest Period under  Regulation D
                  by member banks of the Federal Reserve System in New York City
                  with deposits  exceeding One Billion Dollars  against,  in the
                  case of (a) Eurodollar Loans,  "Eurocurrency  liabilities" (as
                  such  term is used in  Regulation  D),  or (b) CD Rate  Loans,
                  nonpersonal  Dollar time  deposits in an amount of $100,000 or
                  more.  Without  limiting  the  effect  of the  foregoing,  the
                  Reserve  Requirement shall reflect any other reserves required
                  to be  maintained  by  such  member  banks  by  reason  of any
                  Regulatory  Change  against (i) any  category  of  liabilities
                  which  includes  deposits by reference to which the Fixed Rate
                  for any "Fixed Rate" Loan is to be  determined  as provided in
                  the  definition of "Fixed Base Rate" in this Article 1 or (ii)
                  any  category of  extensions  of credit or other  assets which
                  include Fixed Rate Loans.

                  (i)  "Temporary  Commitment"  is amended to replace  the words
"Ten  Million   ($10,000,000)   Dollars"   with  the  words   "Fifteen   Million
($15,000,000) Dollars".

                  (j) "Type" is amended to replace the word  "either",  with the
word "whether" and to add immediately  before the period the words "or a CD Rate
Loan or a Fed Funds Rate Loan".

         1.2.  The  following   new   definitions   are  added  in   appropriate
alphabetical order in Section 1.1, "General Definitions", to read as follows:

     "Amendment  No. 5" -  Amendment  No. 5 dated as of October 31, 1998 to this
Agreement.

         "Assessment  Rate"  - at  any  time,  the  rate  (rounded  upwards,  if
         necessary,  to the  nearest  1/100 of 1%) then  charged by the  Federal
         Deposit Insurance  Corporation (or any successor) to the Reference Bank
         for deposit  insurance for Dollar time deposits with the Reference Bank
         at the Principal Office as determined by the Reference Bank.

         "CD Rate  Loans" - Loans the  interest  on which is  determined  on the
         basis of rates  referred to in clause (b) of the  definition  of "Fixed
         Base Rate" in this Article 1.



<PAGE>


         "Fed Funds Rate Loans" - Loans the interest on which is  determined  on
         the basis of rates  referred  to in  clause  (c) of the  definition  of
         "Fixed Base Rate" in this Article 1.

         "Fed Funds Rate Notice" - as defined in Section 2.3(a).

     "Fixed Base Rate" - with respect to any  Eurodollar  Loan,  CD Rate Loan or
Fed Funds Rate Loan for any Interest Period therefor:

                           (a) if such Loan is a Eurodollar  Loan,  the rate per
                  annum (rounded upwards,  if necessary,  to the nearest 1/16 of
                  1%) quoted by the Reference Bank at  approximately  10:00 a.m.
                  New York time (or as soon thereafter as  practicable)  two (2)
                  Eurodollar  Business  Days  prior  to the  first  day of  such
                  Interest  Period for the  offering  by the  Reference  Bank to
                  leading  banks in the  Eurodollar  interbank  market of Dollar
                  deposits  having a term comparable to such Interest Period and
                  in an  amount  comparable  to  the  principal  amount  of  the
                  Eurodollar Loan to be made by the Banks to which such Interest
                  Period relates;

                           (b) if such  Loan is a CD Rate  Loan,  the  rate  per
                  annum (rounded upwards,  if necessary,  to the nearest 1/20 of
                  1%)  determined by the Reference Bank to be the average of the
                  bid rate quoted to the Reference Bank at  approximately  10:00
                  a.m. New York time (or as soon  thereafter as  practicable) on
                  the  first  day  of  such  Interest  Period  by at  least  two
                  certificate  of  deposit  dealers  in New  York of  recognized
                  national  standing  selected  by the  Reference  Bank  for the
                  purchase at face value of time  certificates of deposit of the
                  Reference  Bank  having  a term  comparable  to such  Interest
                  Period and in an amount  comparable to the principal amount of
                  the CD Rate  Loan  made by the  Banks to which  such  Interest
                  Period relates; and

                           (c) if such Loan is a Fed Funds Rate Loan,   the rate
                  per annum  determined by the Agent to be the Fed Funds Rate as
                  set  forth by the  Agent in a Fed  Funds  Rate  Notice  to the
                  Borrower pursuant to Section 2.3 hereof.


<PAGE>


     "Fixed  Rate" - for any Fixed Rate Loan for any Interest  Period  therefor,
the rate per annum (rounded upwards,  if necessary,  to the nearest 1/100 of 1%)
determined  by the Agent to be equal to the sum of:  (a) (i) the Fixed Base Rate
for such Loan for such  Interest  Period;  divided  by (ii) 1 minus the  Reserve
Requirement for such Loan for such Interest  Period,  plus (b) if such Loan is a
CD Rate Loan, the Assessment Rate in effect at the commencement of such Interest
Period. The Agent shall use its best efforts to advise the Borrower of the Fixed
Rate as soon as  practicable  after  each  change in the Fixed  Rate;  provided,
however,  that the failure of the Agent to so advise the  Borrower on any one or
more  occasions  shall not  affect  the  rights of the Banks or the Agent or the
obligations of the Borrower hereunder.

     "Fixed  Rate Loans" - CD Rate  Loans,  Eurodollar  Loans and Fed Funds Rate
Loans.
         1.3 The following  definitions  are deleted from Section 1.1,  "General
Definitions":

                           "Eurodollar Base Rate"

                           "Eurodollar Rate"

     1.4 The following  definitions  appearing in Section 2.1,  "Borrowing  Base
Definitions", are amended as hereinafter set forth:

                  (a) "Borrowing  Base" is amended to revise the third paragraph
of subsection  (2) under the provisions  governing  calculation of the Borrowing
Base to add the following proviso to the end thereof:



<PAGE>


                  ";   provided,   however,   that  the   foregoing   limitation
                       --------    -------                                      
                  notwithstanding,  Post-Computation  Amounts  included  in  the
                  Borrowing  Base with respect to Eligible  Contracts of Foreign
                  Leasing  Subsidiaries  covering  assets  located in the United
                  Kingdom,  Australia  or Canada  shall not,  in the  aggregate,
                  exceed  an  amount  equal to ten  (10%)  percent  of the Total
                  Commitment,   provided,   that  all   security   arrangements,
                                --------
                  including   without   limitation   all   filings   and   other
                  documentation  with  respect  to  the  Agent's  lien  on  such
                  Eligible  Contracts,  shall be satisfactory to counsel for the
                  Agent."

                  (b)  "Eligible  Contract"  is  amended  to add  the  following
proviso to the end of paragraph (i):

                  ";  provided,  however,  that there shall be no  obligation to
                      --------   -------
                  name the Agent as assignee (or any foreign  equivalent) on any
                  Financing  Statement filed with respect to a Contract covering
                  equipment the original cost of which was Twenty-five  Thousand
                  ($25,000) Dollars or less;"

         1.5 The last sentence of Section 2.1(a),  "Loans;  Credit Period;  Term
Conversion",  is amended to insert the words "or CD Rate Loans or Fed Funds Rate
Loans" immediately after the words "Eurodollar Loans".

         1.6 Section  2.3(a),  "Borrowing  Notice;  Borrowing  Computation",  is
amended (a) to replace the words  "Eurodollar  Loan" with the words  "Fixed Rate
Loan" immediately before the parenthetical in the first sentence, (b) to replace
the period at the end of clause  (ii) with a  semicolon  and to add new  clauses
(iii) and (iv) to read as follows:

                  "(iii) In the case of each notice of borrowing  or  prepayment
                  of or  conversion  into CD Rate Loans,  or the  duration of an
                  Interest Period for CD Rate Loans, two (2) Business Days prior
                  to  the  date  of  the  related  borrowing,   prepayment,   or
                  conversion or the first day of such Interest Period;



<PAGE>


                  (iv) In the case of each  notice  of:  (x)  prepayment  of Fed
                  Funds Rate Loans,  not less than three (3) Business Days prior
                  to the date of the related  prepayment,  and (y) borrowing of,
                  or  conversion  into,  Fed  Funds  Rate  Loans,  not more than
                  one-half of one (1/2) hour,  and in any event,  not later than
                  11:00 a.m., New York City time, (provided that such notice may
                  be telephonic, if it is followed by written confirmation given
                  not later than the next Business  Day),  after the time of the
                  Agent's  notice,  which may be telephonic  or written,  to the
                  Borrower  (each,  a "Fed  Funds  Rate  Notice")  advising  the
                  Borrower  of the  amount of and  interest  rate on the Loan or
                  portion  thereof that the Banks are willing to make  available
                  to the Borrower.

                  It is  acknowledged  and confirmed by the Borrower that,  with
                  respect  to  Fed  Funds  Rate  Loans,  each  Borrowing  Notice
                  delivered by the Borrower pursuant to clause (y) of subsection
                  (iv)  above  shall be deemed  to be a request  to the Banks to
                  make the Fed Funds Rate Loan referred to therein and that none
                  of the Banks shall be obligated  to make,  and in fact no Bank
                  shall  make,  all or any portion of such  requested  Fed Funds
                  Rate Loan unless each Bank, in its discretion,  agrees to make
                  its pro rata share of such  requested Fed Funds Rate Loan, and
                  such  agreement  is set forth in the notice  from the Agent to
                  the Borrower referred to in such clause (y) above."

and (c) to add the words "or CD Rate Loans or Fed Funds Rate Loans"  immediately
after the words "Prime Rate Loans" in the first sentence of the second paragraph
of subsection (a).

         1.7 Section 2.7, "Conversion of Loans", is amended to replace the words
(a) "Eurodollar Loans" in clause (ii) with the words "Fixed Rate Loans", and (b)
"Eurodollar Loan" in clause (iii) with the words "Fixed Rate Loan".

         1.8 Section 2.8, "Mandatory and Optional Prepayment", is amended (a) to
replace the words "Eurodollar  Loans" wherever they appear in paragraph (e) with
the words "Fixed Rate Loans", and (b) to insert the words "and then to Fed Funds
Rate Loans,  and then to CD Rate Loans"  immediately  following the words "Prime
Rate Loans" in paragraph (f).

         1.9 Section 2.10,  "Principal  Repayment  Schedule",  is amended (a) to
restate paragraph (b) to read as follows:



<PAGE>


                  (b)  Except  as set  forth  in  Sections  2.16,  2.17 and 2.18
         hereof,  all payments and repayments  made pursuant to the terms hereof
         shall be  applied  first to Prime  Rate  Loans,  and  shall be  applied
         ratably  to  Eurodollar  Loans,  CD Rate Loans and Fed Funds Rate Loans
         only to the extent any such  payment  exceeds the  principal  amount of
         Prime Rate Loans outstanding at the time of such payment.

and (b) to replace the words "Eurodollar Loan" wherever they appear in paragraph
(c) with the words "Fixed Rate Loan".

         1.10 Section 2.11, "Interest",  is amended (a) to replace the period at
the end of clause  (a)(ii) with a  semicolon,  and (b) to add two new clauses to
paragraph (a) to read as follows:

                  (iii)  During such  periods  such Loan is a CD Rate Loan,  for
         each Interest  Period relating  thereto,  the CD Rate for such Loan for
         such Interest Period plus the Applicable Margin; and

                  (iv)  During such  periods  such Loan is a Fed Funds Rate Loan
         for each Interest Period relating thereto,  the Federal Funds Rate plus
         the Applicable Margin.

         1.11  Section  2.14(a),  "Computations",  is amended (a) to replace the
words  "Eurodollar  Loans" with the words  "Fixed Rate Loans" and (b) to add the
words "and Fed Funds Rate  Loans"  after the words  "Prime Rate Loans" in clause
(b).

         1.12 Section 2.16,  "Additional  Costs",  is amended (a) to replace the
words  "Eurodollar  Loans"  wherever they appear in paragraph (b) with the words
"Fixed  Rate  Loans",  and (b) to  replace  the word  "Eurodollar"  each time it
appears in paragraph (c) with the words "Fixed  Rate",  and (c) to add after the
last time the words "Fixed Rate" appear the words "of another type or".

         1.13 Section 2.17,  "Limitations on Types of Loans",  is amended (a) to
add the  words  "or CD Rate  Loans or Fed  Funds  Rate  Loans"  after  the words
"Eurodollar  Loans" in the first sentence thereof,  and (b) to replace the words
"Eurodollar Base Rate" with the words "Fixed Base Rate" and to add the words "or
CD Rate Loans or Fed Funds Rate  Loans"  after the words  "Eurodollar  Loans" in
paragraph (b).



<PAGE>


         1.14 Section 2.19,  "Certain  Conversions  pursuant to Section 2.16 and
2.18", is amended to replace the words "Prime Rate Loans or Eurodollar Loans, as
the case may be" with the words "another type of Loan".

         1.15 Section 2.20,  "Indemnification",  is amended to replace the words
"Eurodollar Loan" with the words "Fixed Rate Loan" wherever they appear.

         1.16 Section 2.25,  "Required Borrowing  Documentation",  is amended to
add the following proviso to the end of subsection (c)(i) thereof:

                  (C) there shall be no obligation to name the Agent as assignee
                  (or any  foreign  equivalent)  with  respect to any  Financing
                  Statement filed with respect to a Contract covering  equipment
                  the original cost of which was Twenty-five  Thousand ($25,000)
                  Dollars or less; and"

         1.17 Section 2.32,  "Temporary  Loans", is amended (a) to add the words
"or a CD Rate Loan or a Fed Funds Rate Loan" after the words  "Eurodollar  Loan"
in subsection  (a)(iii),  and (b) to amend subsections (c) and (d)(i) to replace
the amount "Ten Million ($10,000,000)  Dollars" with the amount "Fifteen Million
($15,000,000) Dollars"'.

     1.18 Section 6.9, "Financial  Covenants",  is amended to restate subsection
6.9(a) to read as follows:

                  (a)  With   respect  to  LCI  and  its   Subsidiaries,   on  a
         consolidated basis, at the end of each calendar quarter commencing with
         the quarter ending  December 31, 1997, have minimum  Adjusted  Tangible
         Net  Worth in an  amount  not  less  than (i)  $31,700,000,  plus  (ii)
         seventy-five   (75%)  percent  of  consolidated  net  income  (with  no
         deduction  for losses)  commencing  from the  calendar  quarter  ending
         December 31, 1997 and subsequent quarters thereto;

         1.19  Exhibits  D, E and P to the Loan  Agreement  shall be replaced by
Exhibits D, E and P annexed hereto reflecting the effects of the Acquisition (as
hereinafter defined).



<PAGE>


         1.20 The  Commitments of the Banks, as set forth on the signature pages
to the Loan  Agreement,  are amended as set forth on Schedule A annexed  hereto,
and the addresses of the  Applicable  Lending  Offices for CD Rate Loans and Fed
Funds Rate Loans for each Bank are as set forth on Schedule B annexed hereto.

Article II.  Increases in Commitments.
             -------------------------

         2.1 Commencing as of the Effective  Date, the Commitment of each of the
Banks shall be increased  from the amounts set forth,  with respect to each Bank
on Schedule A to Amendment No. 1, to the  respective  amounts set forth opposite
the name of each of the Banks on Schedule A annexed  hereto,  and the  Temporary
Commitment shall be increased from Ten Million  ($10,000,000) Dollars to Fifteen
Million ($15,000,000) Dollars.

         2.2 In order to evidence  the Loans made by each of the Banks under the
Commitments as amended hereby, the Borrower shall execute and deliver to each of
the Banks a new note substantially in the form attached to the Loan Agreement as
Exhibit B-1,  reflecting  the  Commitment of each Bank  respectively  as amended
hereby, dated the Effective Date and otherwise duly completed (collectively, all
of the above-described promissory notes are defined as the "New Bank Notes"). In
order  to  evidence  the  Temporary  Loans by the  Temporary  Lender  under  the
Temporary  Commitment as amended hereby,  the Borrower shall execute and deliver
to the  Temporary  Lender a new note  substantially  in the form attached to the
Loan  Agreement as Exhibit B-2  reflecting  the Temporary  Commitment  amount as
amended   hereby,   dated  the  Effective  Date  and  otherwise  duly  completed
(hereinafter,  the "New  Temporary  Note" and together  with the New Bank Notes,
collectively,  the "New Notes").  Upon execution and delivery by the Borrower of
the New Notes,  the Agent shall cause each of the Notes being  replaced by a New
Note to be marked "Replaced by New Note", and returned to the Borrower.



<PAGE>


         2.3 All references in the Loan Agreement,  Loan Documents and all other
instruments,  documents and agreements executed and delivered pursuant to any of
the foregoing,  to "the ratable  benefit of the Banks",  "pro rata", or terms of
similar  effect shall be deemed to refer to the ratable  interests of the Banks,
as their respective pro rata interests shall be adjusted to reflect the increase
in the  Commitments  of each of the  Banks as set  forth on  Schedule  A annexed
hereto.

         2.4 In order to reflect the foregoing,  if necessary,  the Banks shall,
as of the Effective Date, make appropriate adjustments among themselves in order
that the amount of Loans  outstanding  to the Borrower  from each Bank under the
Loan Agreement are in principal amounts,  as of the Effective Date, which are in
the same proportion to the outstanding  principal  amount of all Loans that each
Bank's Commitment,  respectively,  bears to the aggregate Commitments of all the
Banks, after giving effect to the increased amount of the Commitments; provided,
                                                                       ---------
however,  that the foregoing  adjustments  shall not be made as of the Effective
-------
Date in respect  of Loans  bearing  interest  at a rate  subject to an  Interest
Period outstanding  immediately prior to the Effective Date but such adjustments
shall be made on the first day on which the  foregoing  adjustments  can be made
without  incurring  "breakage  costs" in  respect  of each  respective  Interest
Period, so that the foregoing  adjustment shall be made as of the Effective Date
only in respect of borrowings  from and after the  Effective  Date or borrowings
that are not subject to an Interest  Period,  provided  further that in no event
                                              --------  -------
shall any Bank be required to lend any amount in excess of its  Commitment.  The
Borrower agrees and consents to the terms of this Article II.

Article III. Consent to Acquisition.
             -----------------------

         3.1  Consent  to  Acquisition.  Pursuant  to  Section  10.6 of the Loan
              ------------------------
Agreement,  the Banks and the  Agent  hereby  consent  to the  acquisition  (the
"Acquisition")  by the Borrower or any of its Subsidiaries  (the "Purchaser") of
all of the outstanding  capital stock of Analease B.V. a company organized under
the laws of the Netherlands  (the "Company") and its  subsidiaries in accordance
with the terms and conditions  set forth on Schedule C annexed  hereto  subject,
however, to the fulfillment,  to the satisfaction of the Banks and the Agent, of
the conditions  precedent  hereinafter  set forth.  The date upon which all such
conditions  precedent shall have been fulfilled to the satisfaction of the Banks
and the Agent is hereinafter called the "Acquisition Effective Date".



<PAGE>


                  (a) The Borrower,  the Banks and the Agent shall have executed
and delivered this Amendment No. 5, which Amendment shall have become  effective
in accordance with its terms.

                  (b) The  representations  and warranties  contained in Section
3.2  hereof  and in  Article  IV of  this  Amendment  No.  5 and in  each  other
agreement,  instrument,  certificate or other writing  delivered to the Agent or
any Bank pursuant  hereto or to the Loan Agreement shall be correct on and as of
the date hereof and on and as of the  Acquisition  Effective  Date (after giving
effect to the  consents  included  herein) as though made on and as of such date
except to the  extent  modified  hereby,  and (b) no Default or Event of Default
shall have occurred and be continuing on the Acquisition Effective Date or would
result from the consummation of the Acquisition.

                  (c) The Agent shall have  received a true and correct  copy of
the stock  purchase  agreement  relating to the  Acquisition  (the  "Acquisition
Agreement"),  and  all  agreements,  instruments,  and  documents  executed  and
delivered in  connection  therewith,  and all  exhibits,  annexes and  schedules
annexed  thereto,  and all amendments and  modifications to any of the foregoing
(collectively,  all  of  the  foregoing  are  referred  to as  the  "Acquisition
Documents"), which Acquisition Documents shall be certified as true and complete
by an officer of the  Borrower  and shall be  satisfactory  to the Agent and the
Banks in all respects.

                  (d) The  Agent  and the  Banks  shall  be  satisfied  with the
capital,  corporate  and legal  structure of the Borrower and its  Subsidiaries,
including the Company and its Subsidiaries,  as in effect after the Acquisition,
and the Agent shall have received such pro forma  financial  statements  showing
the  effect  of the  Acquisition,  together  with  all  such  other  information
concerning  the  Company  and its  Subsidiaries,  as it or the  Banks  may  have
requested.

                  (e) The Agent shall have received (i) such  organizational and
corporate documents relating to the Company as it shall have requested,  each of
which shall be satisfactory  to the Agent and the Banks,  and (ii) copies of the
resolutions  of the board of  directors of the  Purchaser  certified as true and
correct by an officer  thereof,  authorizing  the  execution and delivery of the
Acquisition Agreement and the consummation of the Acquisition.


<PAGE>


                  (f) If requested by the Agent,  the Agent shall have  received
an opinion,  in form and substance  satisfactory  to the Banks and the Agent, of
Allen P. Palles,  Esq.,  counsel to the Borrower as to such matters  relating to
the Acquisition as the Agent and the Banks may reasonably request.

     (g) All legal  matters  incident  to the  Acquisition  shall be  reasonably
satisfactory to the Agent and counsel to the Agent.

         3.2  Representations and Warranties With Respect to Acquisition.
              -----------------------------------------------------------

                  (a) The Purchaser has the power to execute and deliver each of
the Acquisition  Documents to which it is or will be a party and to perform such
Acquisition Documents. No consent or approval of any Person (including,  without
limitation,  any  stockholder of the  Purchaser),  no consent or approval of any
landlord  or  mortgagee,  no waiver of any Lien or right of  distraint  or other
similar right and no consent, license, approval, authorization or declaration of
any  governmental  authority,  bureau  or  agency,  is or  will be  required  in
connection  with  the  execution  or  delivery  by the  Purchaser  of any of the
Acquisition Documents to which it is or will be a party.



<PAGE>


                  (b) The execution and delivery by the Purchaser of each of the
Acquisition  Documents  to which it is or will be a party  does not and will not
violate any provision of law (including,  without limitation,  the Williams Act,
Sections  13 and  14 of the  Securities  and  Exchange  Act  of  1934,  and  the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, and Regulations U, G and X
of the  Board of  Governors  of the  Federal  Reserve  System  and the rules and
regulations  promulgated  thereunder) and does not and will not conflict with or
result  in a breach  of any  order,  writ,  injunction,  ordinance,  resolution,
decree,  or other similar  document or  instrument of any court or  governmental
authority,  bureau  or  agency,  domestic  or  foreign,  or any  certificate  of
incorporation  or by-laws of or  applicable  to the Purchaser or create (with or
without  the  giving  of notice  or lapse of time,  or both) a default  under or
breach of any agreement, instrument, documents, bond, note or indenture to which
the  Purchaser is a party,  or by which it is bound or any of its  properties or
assets  is  affected,  or  result in the  imposition  of any Lien of any  nature
whatsoever  upon any of the  properties or assets owned by or used in connection
with the business of the Purchaser,  the Company or any other Loan Party, except
for the  Liens  created  and  granted  pursuant  to the  Security  Documents  or
otherwise permitted under the Loan Agreement.

                  (c)  Upon   consummation  of  the  Acquisition,   all  of  the
outstanding  capital stock of the Company  shall be owned by the Purchaser  free
and clear of all Liens other than those created by the Security Documents.  None
of the parties to any of the Acquisition  Documents has waived compliance by any
of the other parties thereto with any term,  covenant or condition thereof,  and
no party  thereto  has  breached  any  covenant  set forth  therein or failed to
perform any of its obligations thereunder. Upon consummation of the Acquisition,
the  Acquisition  shall have been  consummated in  substantially  the manner set
forth in Schedule C hereto and on  substantially  the terms and  conditions  set
forth in the Acquisition Documents and in accordance with applicable law.

                  (d) Each Acquisition Document to which the Purchaser or any of
the sellers  under the  Acquisition  Agreement  (the  "Sellers") is or will be a
party,  when duly  executed and  delivered by the Purchaser and each Seller will
constitute  the valid and legally  binding  obligation  of the Purchaser or such
Seller,  as the case may be,  enforceable in accordance  with its terms,  except
that the remedy of specific performance and other equitable remedies are subject
to  judicial  discretion  and  except  as such  enforcement  may be  limited  by
applicable bankruptcy, insolvency, reorganization,  moratorium, or other similar
laws,  now or hereafter in effect,  relating to or affecting the  enforcement of
creditors' rights generally.

         3.3 Foreign  Leasing  Subsidiary.  The parties hereto  acknowledge  and
             ----------------------------
agree that,  notwithstanding any provisions of the Loan Agreement,  although the
Company is a "Foreign Leasing Subsidiary" under the Loan Agreement,  the Company
shall not be (a)  deemed to be a  "Borrower"  under the Loan  Agreement,  or (b)
eligible to borrow any Foreign Subsidiary Loans under the Loan Agreement.



<PAGE>


Article IV.  Representation and Warranties.
             ------------------------------

         The Borrower represents and warrants as follows:

         4.1  The  Borrower  is  duly  organized  and  validly   existing  as  a
corporation under the laws of the state of Delaware and has the power to own its
assets and to  transact  the  business in which it is  presently  engaged and in
which it proposes to be engaged.

         4.2 The Borrower is in good standing in its state of incorporation  and
in  each  state  in  which  it  is  qualified  to  do  business.  There  are  no
jurisdictions  in which the character of the properties owned by the Borrower or
in which the  transaction  of the  business  of the  Borrower  as now  conducted
requires  or will  require  the  Borrower  to  qualify  to do  business,  except
jurisdictions  in which the  failure  to so  qualify  would not have a  material
adverse  effect on the  Collateral  in the  Borrowing  Base or on the  business,
operations, financial condition, or properties of the Borrower.

         4.3 The Borrower  has the power to execute and deliver  this  Amendment
No. 5 and to perform  the Loan  Agreement,  as amended  hereby,  and to make and
deliver the New Notes and to perform its  obligations  under the New Notes,  and
the  Borrower  has  taken all  necessary  action,  corporate  or  otherwise,  to
authorize  the  execution  and delivery of this  Amendment No. 5, the making and
delivery of the New Notes,  the  performance of the Loan  Agreement,  as amended
hereby. No consent or approval of any Person (including, without limitation, any
stockholder  of the  Borrower),  no  consent  or  approval  of any  landlord  or
mortgagee,  no waiver of any Lien or right of distraint or other  similar  right
and  no  consent,  license,  approval,   authorization  or  declaration  of  any
governmental  authority,  bureau or agency, is or will be required in connection
with the  execution or delivery by the Borrower of this  Amendment  No. 5 or the
making and delivery of the New Notes or the performance by the Borrower,  or the
validity or  enforcement  of the Loan  Agreement  as amended  hereby and the New
Notes.



<PAGE>


         4.4 The execution and delivery by the Borrower of this  Amendment No. 5
and the making and delivery of the New Notes and  performance  by it  hereunder,
thereunder  and under the Loan  Agreement  as  amended  hereby and under the New
Notes,  does not and will not violate any provision of law  (including,  without
limitation,  the Williams Act, Sections 13 and 14 of the Securities and Exchange
Act of 1934, and the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, and
Regulations  U, G and X of the Board of Governors of the Federal  Reserve System
and the rules and regulations  promulgated thereunder) and does not and will not
conflict with or result in a breach of any order, writ,  injunction,  ordinance,
resolution,  decree,  or other  similar  document or  instrument of any court or
governmental   authority,   bureau  or  agency,  domestic  or  foreign,  or  any
certificate  of  incorporation  or by-laws of the  Borrower  or create  (with or
without  the  giving  of notice  or lapse of time,  or both) a default  under or
breach of any agreement, instrument, documents, bond, note or indenture to which
the  Borrower is a party,  or by which it is bound or any of its  properties  or
assets  is  affected,  or  result in the  imposition  of any Lien of any  nature
whatsoever  upon any of the  properties or assets owned by or used in connection
with the business of the Borrower or any other Loan Party,  except for the Liens
created and granted  pursuant to the Security  Documents or otherwise  permitted
under the Loan Agreement.

         4.5 Each of this Amendment No. 5, the New Notes, and the Loan Agreement
as amended hereby have been duly executed and delivered by the Borrower and each
constitutes  the  valid  and  legally   binding   obligation  of  the  Borrower,
enforceable  in  accordance  with its terms,  except that the remedy of specific
performance and other equitable remedies are subject to judicial  discretion and
except as such enforcement may be limited by applicable bankruptcy,  insolvency,
reorganization,  moratorium,  or other similar laws, now or hereafter in effect,
relating to or affecting the enforcement of creditors' rights generally.

         4.6 The  Liens  granted  pursuant  to the  Security  Documents  secure,
without limitation,  the Obligations under the Loan Agreement as amended by this
Amendment  No. 5 and  under  the New  Notes,  whether  or not so  stated  in the
Security  Documents.  The terms  "Obligations" as used in the Security Documents
(or any other term used therein to refer to the  Indebtedness,  liabilities  and
obligations  of  the  Borrower  to  the  Banks)  include,   without  limitation,
Indebtedness,  liabilities and obligations to the Banks under the Loan Agreement
as amended by this Amendment No. 5 and under the New Notes made and delivered in
connection with this Amendment No. 5.



<PAGE>


Article V.  Conditions Precedent.
            ---------------------

         5.1 Effective Date Conditions.  The effectiveness of the amendments set
             -------------------------
forth in Article I hereof shall be subject to the  fulfillment  by the Borrower,
in a manner  satisfactory  to the Agent and the Banks,  of all of the conditions
precedent  set  forth in this  Article  V, and the date on which the last of all
such conditions  shall have been fulfilled to the  satisfaction of the Agent and
the Banks, shall be herein called the "Effective Date" :

                  (a) The Borrower,  the Banks and the Agent shall have executed
and delivered this Amendment.

                  (b)(i) The representations and warranties contained herein and
in each other agreement,  instrument,  certificate or other writing delivered to
the Agent or any Bank pursuant  hereto or to the Loan Agreement shall be correct
on and as of the Effective  Date after giving effect to this  Amendment No. 5 as
though made on and as of such date except to the extent modified hereby and (ii)
no Default or Event of Default  shall have  occurred  and be  continuing  on the
Effective  Date or would result from the taking  effect of this  Amendment No. 5
except  that the Agent's  Lien has not been  perfected  with  respect to certain
interests of the Borrower in Equipment  located in England the Residual Value of
which has been included in the Residual  Value Clause of the Borrowing Base in a
post-computation  amount not in excess of  $2,606,000,  and the Borrower  hereby
covenants  and  agrees to take all  necessary  action  to cause  such Lien to be
perfected with respect to such Equipment, in a manner satisfactory to the Agent,
as of a date not later than 60 days after the date hereof.

                  (c)      The Borrower shall have:

                           (i) executed and  delivered  to each of the Banks its
respective  New Bank Note;

                           (ii) paid all fees and  expenses  of  counsel  to the
Agent and to Fleet Bank N.A. incurred in connection
herewith; and

                           (iii)  otherwise  complied in all  respects  with the
terms hereof and of any other agreement, document, instrument  or other  writing
to be delivered by the Borrower in connection herewith.


<PAGE>



                  (d) The Agent  shall  have  received,  on or  before  the date
hereof, the following, each in form and substance satisfactory to the Agent:

                           (i) copies of the resolutions adopted by the         
Borrower's Board of Directors, certified by an authorized officer thereof,      
authorizing the execution,  delivery and performance by the Borrower of this    
Amendment No. 5 and the New Notes;
                           (ii) a certificate  of an  authorized  officer of the
Borrower, certifying the names and true signatures
of the  officer  authorized  to sign  this  Amendment  No. 5 and the New  Notes,
together  with  evidence of the  incumbency of such  authorized  officer;  and a
Compliance  Certificate  dated the Effective Date certifying that the conditions
set forth in this Section 5.1 shall have been satisfied; and

                           (iii) if requested by the Agent, an opinion,  in form
and substance satisfactory to the Banks and the Agent, of Allen P. Palles,      
Esq.,  counsel to the Borrower as to such matters  relating to this Amendment   
No. 5 as the Agent and the Banks may reasonably request.

                  (e) All legal matters  incident to this Amendment and the Loan
Agreement  shall be  reasonably  satisfactory  to the Agent and  counsel  to the
Agent.

Article VI.  Miscellaneous.
             --------------


<PAGE>


         6.1 The Loan  Agreement and the other  agreements to which the Borrower
is a party delivered in connection  herewith or with the Loan Agreement are, and
shall  continue to be, in full force and  effect,  and are hereby  ratified  and
confirmed in all respects,  except that on and after the Effective  Date (a) all
references  in the Loan  Agreement  to  "this  Agreement",  "hereto",  "hereof",
"hereunder" or words of like import  referring to the Loan Agreement  shall mean
the Loan Agreement as amended hereby,  (b) all references in the Loan Agreement,
the Security  Documents or any other agreement,  instrument or document executed
and delivered in connection  therewith to (i) the "Loan  Agreement",  "thereto",
"thereof",  "thereunder" or words of like import referring to the Loan Agreement
shall mean the Loan  Agreement as amended  hereby,  (ii) a "Note" payable to any
Bank shall be deemed to refer to the New Note payable to such Bank and (iii) the
"Loans" (or any other term or terms used in any of such documents to describe or
refer to Loans made by the Banks to the Borrower under the Loan Agreement) shall
be deemed to refer to Loans made by the Banks to the  Borrower  pursuant  to the
Loan Agreement as amended hereby.

         6.2 The Loan  Agreement,  the Security  Documents  and all  agreements,
instruments  and documents  executed and delivered in connection with any of the
foregoing shall each be deemed amended hereby to the extent  necessary,  if any,
to give effect to the  provisions of this  Amendment No. 5. Except as so amended
hereby,  the Loan  Agreement and the other Loan  Documents  shall remain in full
force and effect in accordance with their  respective  terms.  The execution and
delivery of this Amendment No. 5 by the Borrower,  the Banks and the Agent shall
not waive or be deemed to waive any default  which has  occurred or which may be
occurring in respect of the Loan  Agreement.  All of the terms and provisions of
this  Amendment  No.  5 are  hereby  incorporated  by  reference  into  the Loan
Agreement as if such terms and provisions were set forth in full therein.

         6.3  The  miscellaneous   provisions  under  Article  10  of  the  Loan
Agreement,  together with the  definitions  of all terms used  therein,  and all
other  Sections of the Loan  Agreement to which such  Sections  refer are hereby
incorporated  by reference as if the  provisions  thereof were set forth in full
herein.

     6.4 This  Amendment  No. 5 may be executed in  counterparts  by the parties
hereto, and each such counterpart shall be considered an original,  and all such
counterparts shall constitute one and the same instrument.

         6.5 THIS AMENDMENT NO. 5 SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK  (WITHOUT  REGARD TO  PRINCIPLES OF CONFLICTS OF LAWS),
AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES  OF THE PARTIES  HEREUNDER  SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


<PAGE>





                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment  No. 5 to the Third  Amended and  Restated  Loan  Agreement to be duly
executed as of the date first above written.

                                            LINC CAPITAL, INC. (formerly known
                                            as SCIENTIFIC LEASING, INC.),
                                            as Borrower


                                            By     /s/ Steven A. Vernick
                                            Name:  Steven A. Vernick
                                            Title: V.P. and Treasurer


                                            FLEET BANK, N.A. (formerly NatWest
                                            Bank N.A.) as Agent and as a Bank

                                            By       /s/ Harris C. Mehos
                                            Name:    Harris C. Mehos
                                            Title:   Vice President

                                            FIRST UNION NATIONAL BANK (formerly
                                            known as CORESTATES BANK, N.A.)

                                            By      /s/ Carmel C. Albano
                                            Name:   Carmel C. Albano
                                            Title:  Vice President

                                            LASALLE NATIONAL BANK

                                            By      /s/ Henry J. Munez
                                            Name:   Henry J. Munez
                                            Title:  Assistant Vice President


                                            THE FIRST NATIONAL BANK OF
                                            CHICAGO

                                            By      /s/ Todd E. Rite
                                            Name:   Todd E. Rite
                                            Title:  Vice President




<PAGE>


                                            EUROPEAN AMERICAN BANK

                                            By      /s/ Christine M. Czaja
                                            Name:   Christine M. Czaja
                                            Title:  Vice President


                                            UNION BANK OF CALIFORNIA, N.A.

                                            By:     /s/ Allison A. Mason
                                            Name:   Allison A. Mason
                                            Title:  Vice President

                                            KEY BANK NATIONAL ASSOCIATION

                                            By:     /s/ Chris Wallace
                                            Name:   Chris Wallace
                                            Title:  Senior Vice President


                                            NATIONAL CITY BANK

                                            By:     /s/ John E. Stinson
                                            Name:   John E. Stinson
                                            Title:  Senior Vice President






<PAGE>





                                   Schedule A
                                       to
          Amendment No. 5 to Third Amended and Restated Loan Agreement
          ------------------------------------------------------------






COMMITMENT                                           BANK
----------                                           ----

$29,000,000                                 Fleet Bank, N.A.
(including $15,000,000
sublimit)

$26,666,666                                 FIRST UNION NATIONAL BANK
                                              (formerly, CoreStates Bank N.A.)

$20,000,000                                 LASALLE NATIONAL BANK


$13,333,333                                 THE FIRST NATIONAL BANK OF CHICAGO


$10,000,000                                 EUROPEAN AMERICAN BANK


$10,000,000                                 UNION BANK OF CALIFORNIA, N.A.


$23,500,000                                 KEY BANK NATIONAL ASSOCIATION


$22,500,000                                 NATIONAL CITY BANK







<PAGE>


                                   Schedule B
                                       to
          Amendment No. 5 to Third Amended and Restated Loan Agreement
          ------------------------------------------------------------




LENDING OFFICE FOR
CD RATE LOANS AND
FED FUNDS RATE LOANS                                 BANK
--------------------                                 ----