RECEIVABLES PURCHASE AGREEMENT

                             dated as of May 5, 1999

                                      among

                       LINC RECEIVABLES 1999 CORPORATION,

                                    as Seller

                               LINC CAPITAL, INC.

                                   as Servicer

                             BLUE KEEL FUNDING, LLC

                                  as Purchaser

                                       and

                                FLEET BANK, N.A.

                                    as Agent


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                               TABLE OF CONTENTS
                                                                            Page

                                    ARTICLE I
                                  DEFINITIONS..................................1

SECTION   1.1 Defined Terms....................................................1
SECTION   1.2 Other Definitional Provisions...................................28
SECTION   1.3 Other Terms.....................................................28
SECTION   1.4 Computation of Time Periods.....................................29

                                   ARTICLE II
                             PURCHASE PROCEDURES..............................29

SECTION   2.1  Offer and Acceptance...........................................29
SECTION   2.2  Purchase Limits................................................29
SECTION   2.3  Making Purchases from Seller...................................29
SECTION   2.4  Facility Termination Date......................................30
SECTION   2.5  Representation and Warranty....................................30
SECTION   2.6  Voluntary Termination of Facility;
               Reduction of Purchase Limit....................................30

                                   ARTICLE III
                                  FEES, ETC...................................31

SECTION   3.1  Fees...........................................................31
SECTION   3.2  Computation of Earned Yield and Fees...........................31
SECTION   3.3  Initial Settlement Period......................................31

                                   ARTICLE IV
                ESTABLISHMENT AND USE OF ACCOUNTS; SETTLEMENTS................31

SECTION   4.1  Accounts.......................................................31
SECTION   4.2  Settlements....................................................32
SECTION   4.3  Interest Rate Swaps............................................33
SECTION   4.4  Withdrawals from Reserve Account...............................33
SECTION   4.5  Deemed Collections; Repurchases................................34
SECTION   4.6  Servicer Advances..............................................34
SECTION   4.7  Clean-Up Call..................................................34

                                    ARTICLE V
                                   PAYMENTS...................................35

SECTION   5.1  Making of Payments.............................................35



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                                   ARTICLE VI
                            INCREASED COSTS, ETC..............................35

SECTION   6.1  Increased Costs................................................35
SECTION   6.2  Funding Losses.................................................37

                                   ARTICLE VII
                           CONDITIONS TO PURCHASES............................37

SECTION   7.1    Initial Purchase.............................................37
          7.1.1  Resolutions; Corporate Documents.............................37
          7.1.2  Consents, Etc................................................37
          7.1.3  Incumbency and Signatures....................................37
          7.1.4  Good Standing Certificates...................................38
          7.1.5  Search Reports...............................................38
          7.1.6  Fee Letter; Payment of Fees..................................38
          7.1.7  Closing Certificate..........................................38
          7.1.8  Purchase and Sale Agreement..................................38
          7.1.9  Opinions of Counsel to Seller and LINC.......................38
          7.1.10 Monthly Report...............................................38
          7.1.11 Lockbox Agreement............................................39
          7.1.12 UCC Filings..................................................39
          7.1.13 Liquidity Agreement..........................................39
          7.1.14 Prior Transaction............................................39
          7.1.15 Other........................................................39
SECTION   7.2    All Purchases................................................39
          7.2.1  No Termination Event, Etc....................................39
          7.2.2  Purchase Request.............................................39
          7.2.3  Facility Termination Date....................................40
          7.2.4  Reserve Account..............................................40
          7.2.5  Release......................................................40

                                  ARTICLE VIII
                   REPRESENTATIONS AND WARRANTIES OF SELLER...................40

SECTION   8.1  Representations and Warranties of Seller.......................40
SECTION   8.2  Organization and Good Standing, Etc............................40
SECTION   8.3  Power and Authority; Due Authorization.........................40
SECTION   8.4  No Violation...................................................41
SECTION   8.5  Validity and Binding Nature....................................41
SECTION   8.6  Bulk Sales Act.................................................41
SECTION   8.7  Government Approvals...........................................41
SECTION   8.8  Financial Condition............................................42
SECTION   8.9  Margin Regulations.............................................42
SECTION   8.10 Quality of Title...............................................42
SECTION   8.11 Accuracy of Information........................................42
SECTION   8.12 Offices........................................................43
SECTION   8.13 Capitalization.................................................43
SECTION   8.14 Trade Names....................................................43
SECTION   8.15 Taxes..........................................................43
SECTION   8.16 Compliance with Applicable Laws, etc...........................43
SECTION   8.17 No Proceedings.................................................43
SECTION   8.18 Investment Company Act, Etc....................................44
SECTION   8.19 Eligible Contracts.............................................44

                                   ARTICLE IX
                  REPRESENTATIONS AND WARRANTIES OF SERVICER..................44

SECTION   9.1  Representations and Warranties of Servicer.....................44
SECTION   9.2  Organization and Good Standing, Etc............................44
SECTION   9.3  Power and Authority; Due Authorization.........................44
SECTION   9.4  No Violation...................................................45
SECTION   9.5  Validity and Binding Nature....................................45
SECTION   9.6  Government Approvals...........................................45
SECTION   9.7  Financial Condition............................................45
SECTION   9.8  Accuracy of Information........................................46
SECTION   9.9  Offices........................................................46
SECTION   9.10 Taxes..........................................................46
SECTION   9.11 Compliance with Applicable Laws................................46
SECTION   9.12 No Proceedings.................................................47
SECTION   9.13 Investment Company Act, Etc....................................47
SECTION   9.14 Software Programs..............................................47

                                    ARTICLE X
                             COVENANTS OF SELLER..............................47

SECTION   10.1    Affirmative Covenants of Seller.............................47
          10.1.1  Compliance with Laws, Etc...................................48
          10.1.2  Preservation of Corporate Existence.........................48
          10.1.3  Audits......................................................48
          10.1.4  Keeping of Records and Books of Account.....................48
          10.1.5  Performance and Compliance with Contracts...................49
          10.1.6  Location of Records.........................................49
          10.1.7  Separate Corporate Existence................................49
          10.1.8  Reporting Requirements of Seller............................52
          10.1.9  Use of Proceeds.............................................53
          10.1.10 Collections.................................................53
          10.1.11 Liquidity Fundings..........................................53
          10.1.12 Purchase and Sale Agreement.................................53
SECTION   10.2    Negative Covenants of Seller................................54
          10.2.1  Sales, Liens, Etc...........................................54
          10.2.2  Mergers, Acquisitions, Sales,
                  Subsidiaries, etc...........................................54
          10.2.3  Restricted Payments.........................................54
          10.2.4  Amendments to Certain Documents.............................55
          10.2.5  Incurrence of Indebtedness; Other Transactions..............55
          10.2.6  Deposits to the Collection Account..........................55
          10.2.7  Change in Business Policy...................................56
          10.2.8  Amendments to  Contracts....................................56

                                   ARTICLE XI
                            COVENANTS OF SERVICER.............................56

SECTION   11.1    Affirmative Covenants of Servicer...........................56
          11.1.1  Compliance with Laws, Etc...................................56
          11.1.2  Preservation of Corporate Existence.........................56
          11.1.3  Audits......................................................56
          11.1.4  Keeping of Records and Books of Account.....................57
          11.1.5  Performance and Compliance with Contracts...................57
          11.1.6  Location of Records.........................................57
          11.1.7  Credit Policy...............................................58
          11.1.8  Reporting Requirements of Servicer..........................58
          11.1.9  Collections.................................................60
SECTION   11.2    Negative Covenants of Servicer..............................60
          11.2.1  Mergers, Acquisitions, Sales, Subsidiaries, etc.............60
          11.2.2  Deposits to the Collection Account..........................61
          11.2.3  Change in Business or Credit Policy.........................61
          11.2.4  Amendment of Contracts......................................61

                                   ARTICLE XII
                TERMINATION EVENTS AND THEIR EFFECT; REMEDIES.................61

SECTION   12.1  Termination Events............................................61
          12.1.1  Non-Payment, Etc............................................61
          12.1.2  Non-Compliance with Other Provisions........................61
          12.1.3  Breach of Representations and Warranties....................62
          12.1.4  Non-Payment of Other Indebtedness, etc......................62
          12.1.5  Bankruptcy..................................................62
          12.1.6  Purchase and Sale Termination Event.........................62
          12.1.7  Ratio.......................................................62
          12.1.8  Material Adverse Effect.....................................63
          12.1.9  Tax Liens; ERISA Liens......................................63
          12.1.10 Validity of Transaction Documents...........................63
          12.1.11 Change in Control...........................................63
          12.1.12 Servicer Termination Event..................................63
          12.1.13 Pay-Out Amount Limit........................................63
SECTION   12.2  Effect of Termination Event...................................63

                                  ARTICLE XIII
                                 THE SERVICER.................................64

SECTION   13.1      LINC as Initial Servicer..................................64
SECTION   13.2      Duties of Servicer........................................65
SECTION   13.3      Rights of the Agent.......................................66
SECTION   13.4      Responsibilities of Seller................................67
SECTION   13.5      Further Action............................................67
SECTION   13.6      Application of Collections................................68
SECTION   13.7      Servicing Compensation; Costs of Servicing................68

                                   ARTICLE XIV
                                  THE AGENT...................................68

SECTION   14.1  Authorization and Action......................................68
SECTION   14.2  Exculpation...................................................69
SECTION   14.3  Agent and Affiliates..........................................69
SECTION   14.4  Contract Schedules............................................69

                                   ARTICLE XV
                                 ASSIGNMENTS..................................70

SECTION   15.1  Restrictions on Assignments...................................70
SECTION   15.2  Documentation.................................................70
SECTION   15.3  Rights of Assignee............................................70
SECTION   15.4  Notice of Assignment..........................................71

                                   ARTICLE XVI
                               INDEMNIFICATION................................71

SECTION   16.1  General Indemnity of Seller...................................71
SECTION   16.2  Indemnity by Servicer.........................................73
SECTION   16.3  Contribution..................................................73

                                  ARTICLE XVII
                              SECURITY INTEREST...............................73

SECTION   17.1  Grant of Security Interest....................................73
SECTION   17.2  Further Assurances............................................74
SECTION   17.3  Remedies......................................................75

                                  ARTICLE XVIII
                                MISCELLANEOUS.................................75

SECTION   18.1  No Waiver;  Remedies..........................................75
SECTION   18.2  Amendments,  Etc..............................................75
SECTION   18.3  Notices,  Etc................................................75
SECTION   18.4  Costs,  Expenses and Taxes....................................76
SECTION   18.5  Binding  Effect;  Survival...................................77
SECTION   18.6  Captions  and Cross  References...............................77
SECTION   18.7  Severability..................................................77
SECTION   18.8  Governing  Law................................................78
SECTION   18.9  Counterparts..................................................78
SECTION   18.10 WAIVER OF JURY TRIAL.........................................78
SECTION   18.11 Recourse to Directors or Officers; Limited Recourse..........78
SECTION   18.12 No  Proceedings...............................................78
SECTION   18.13 ENTIRE AGREEMENT..............................................79



EXHIBITS

Exhibit A                Form of Purchase Request
Exhibit B                Form of Seller Opinion of Counsel
Exhibit C                Form of Monthly Report
Exhibit D                Form of Lockbox Agreement

SCHEDULES

Schedule I               Categories
Schedule II              Filing Requirements
Schedule 9.12            Servicer Proceedings
Schedule 11.1.7          Credit Policy
Schedule 18.3            Notice Addresses



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                         RECEIVABLES PURCHASE AGREEMENT



     THIS RECEIVABLES  PURCHASE  AGREEMENT is made and entered into as of May 5,
1999,  among  LINC  RECEIVABLES  1999   CORPORATION,   a  Delaware   corporation
("Seller"),  LINC CAPITAL,  INC., a Delaware  corporation  ("LINC"),  as initial
Servicer,   BLUE  KEEL  FUNDING,  LLC,  a  Delaware  limited  liability  company
("Purchaser"),  and FLEET BANK, N.A., a national banking association  ("Fleet"),
as agent for  Purchaser (in such  capacity,  together  with its  successors  and
assigns, the "Agent").

                                   BACKGROUND

     1. The Originator  originates  and acquires  leases and  installment  sales
contracts in the ordinary course of its business, certain of which it intends to
sell or contribute to Seller pursuant to the Purchase and Sale Agreement. Seller
intends to sell  undivided  interests in its  portfolio  of Contracts  and other
Contract  Assets (the  "Portfolio")  which  interests  are referred to herein as
Participations.  Seller has requested Purchaser, and Purchaser has agreed on the
terms and subject to the  conditions  contained in this  Agreement,  to purchase
Participations from Seller from time to time during the term of this Agreement.

     2. Fleet has been requested, and is willing, to act as the Agent.

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
herein contained, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.1 DEFINED TERMS. As used in this  Agreement,  the following terms
have the following meanings:

     "Adjusted Tangible Net Worth" means at any time, the difference between (a)
the sum of (i) the non-current  portion of Subordinated  Debt, (ii) the total of
shareholders'  equity  calculated in accordance  with GAAP,  and (iii)  deferred
income tax credits,  minus (b) the sum of (i) deferred  charges (after tax), and
(ii) the total  amount of any  intangible  assets which shall  include,  without
limitation,  (A)  unamortized  debt discount after taxes,  (B) prepaid  expenses
after tax, and (C) goodwill.

     "Administration  Fee" means the  administration fee payable pursuant to the
Fee Letter.

     "Advance" has the meaning set forth in Section 4.6.

     "Adverse Claim" means a lien, security interest,  pledge, charge,  mortgage
or encumbrance, or similar right or claim of any Person.

     "Affected  Party" means each of Purchaser,  each Program Support  Provider,
any permitted assignee of Purchaser or any Program Support Provider,  the Agent,
and the  holding  company of any  Program  Support  Provider  and any  successor
holding company thereof.

     "Affiliate"  of any Person  means any other  Person  that (i)  directly  or
indirectly  controls,  is  controlled  by or is under  common  control with such
Person  (excluding any trustee under, or any committee with  responsibility  for
administering,  any employee  benefit  plan) or (ii) is an executive  officer or
director of such  Person.  A Person  shall be deemed to be  "controlled  by" any
other Person if such other Person possesses, directly or indirectly, power

          a) to vote 10% or more of the  securities  (on a fully diluted  basis)
     having  ordinary  voting  power for the  election of  directors or managing
     partners; or

          b) to direct or cause the direction of the  management and policies of
     such Person whether by contract or otherwise.

The word "Affiliated" has a correlative meaning.

     "Agent" has the meaning set forth in the Preamble.

     "Aggregate  Principal Balance" means at any time the aggregate  Outstanding
Principal Balance of all Contracts.

     "Agreement" shall mean this Receivables  Purchase  Agreement,  as it may be
amended, supplemented or otherwise modified from time to time.

     "Alternate  Base Rate" means,  on any date, a fluctuating  rate of interest
per annum equal to the higher of:

          (a) the rate of interest  most recently  announced by the Agent in New
          York,  New York as its prime  commercial  rate for United States loans
          made in the United States, which rate is not necessarily intended to
          be the lowest rate of  interest  determined  by Fleet in  connection
          with extensions of credit; or

          (b) the Federal  Funds Rate most  recently  determined  by the Agent
          plus 1.0% per annum.

     "Applicable  Margin"  means (i) 1.25% for the period from the date that any
portion of the Capital is funded  pursuant to the Liquidity  Agreement until the
date that is 120 days after such date of funding, (ii) 1.50% for the period from
the  date  that is 120  days  after  the date of such  funding  pursuant  to the
Liquidity  Agreement  until the date that is 180 days after such funding,  (iii)
1.75%  for the  period  from the date  that is 180 days  after  the date of such
funding  pursuant  to the  Liquidity  Agreement  until the date that is 240 days
after such funding, and (iv) 2.00% thereafter.

     "Bankruptcy  Code" means the Bankruptcy Code of 1986, 11 U.S.C. ss. 101, et
seq. as amended.

     "Booked Residual Value" means,  with respect to any item of Equipment,  the
residual value thereof that was established by the Originator at the time of the
origination  or  acquisition  of  the  related  Contract  by the  Originator  as
reflected on the books and records of the Originator.

     "Business Day" shall mean any day other than a Saturday, a Sunday, a day on
which The Depositary Trust Company is closed or day on which commercial banks in
New York City or Chicago,  Illinois are  authorized or required to be closed for
business and in the case of  determining  the LIBO Rate, on which banks are open
for business in London, England.

     "Capital"  means, an amount equal to (a) the amount paid to (or as directed
by) Seller for the Participations pursuant to Section 2.3 of this Agreement less
(b) the aggregate amount of Collections received and actually distributed to the
Purchaser on account of such Capital pursuant to clause (vii) of Section 4.2.

     "Category" means (i) the traditional portfolio,  (ii) the LQA portfolio and
(iii) the emerging growth portfolio, all as more fully described on Schedule I.

     "Change in Control" means, (i) with respect to Seller, that LINC shall fail
to own, directly or indirectly, free and clear of all Adverse Claims (other than
an Adverse  Claim in favor of the lenders under the Credit  Agreement),  100% of
the shares of the  outstanding  voting stock of Seller on a fully diluted basis,
or (ii) with respect to LINC, that Martin  Zimmerman or Allen Palles shall cease
for any reason to be executive  officers of LINC or to actively  participate  in
the management thereof.

     "Collateral" has the meaning set forth in Section 17.1.

     "Collection  Account"  means a bank account  maintained  at the  Collection
Account Bank (which initially shall be account  numbered  9403543609 at Fleet in
New York,  New York),  which is (i) a blocked  account,  (ii)  identified as the
"LINC  Receivables 1999 Corporation  Collection  Account",  (iii) in Purchaser's
name, and (iv) pledged to Purchaser pursuant to Section 17.1.

     "Collection  Account Bank" means the bank holding the  Collection  Account,
which bank shall initially be Fleet.

     "Collections" means, without duplication,  with respect to any Contract and
the related  Equipment,  all funds (other than scheduled  payments that were due
and received with respect to such Contract prior to the applicable  Cut-off Date
and late fees) that (a) are received by the Originator, Servicer or Seller, from
or on behalf of the related  Obligors in payment of any amounts owed (including,
without limitation,  principal,  finance charges,  interest,  rent and all other
amounts  and  charges)  in  respect  of  such  Contract,  (b)  received  by  the
Originator, Servicer or Seller and applied to such amounts owed by such Obligors
(including, without limitation, insurance payments or proceeds on account of any
casualty loss with respect to the related  Equipment and net proceeds of sale or
other  disposition of repossessed  Equipment or other  collateral or property of
the Obligor or any other party directly or indirectly liable for payment of such
Contract and available to be applied  thereon),  (c) received by Seller from the
Originator  in respect of the purchase  price of Contracts  re-purchased  by the
Originator  from  Seller  pursuant  to the  Purchase  and  Sale  Agreement,  (d)
representing  deemed collections  pursuant to this Agreement or the Purchase and
Sale Agreement, (e) representing Repurchase Amounts or (f) representing proceeds
from the disposition of Equipment or other proceeds of Contract Assets.

     "Commercial Paper Notes" means short-term  promissory notes issued or to be
issued by Purchaser,  or the proceeds of which are loaned or are to be loaned to
Purchaser,  to fund its loans or  investments  in Contracts  or other  financial
assets.

     "Contract" means each finance lease,  true lease,  retail  installment sale
contract or note and security agreement that is or has been listed on a Contract
Schedule  and that has not  been  repurchased  by the  Seller  pursuant  to this
Agreement.

     "Contract Assets" means the assets sold, contributed, transferred, conveyed
and assigned, or purported to have been sold, contributed, transferred, conveyed
or assigned,  by the Originator to the Seller  pursuant to the Purchase and Sale
Agreement,  which shall consist of all of the Seller's right, title and interest
in and to (i) the  Contracts,  including all  interest,  finance  charges,  rent
payments and principal  due on or with respect to the  Contracts  from and after
the  applicable  Cut-off Date,  and all rights,  powers and remedies under or in
connection  with the  Contracts;  (ii) the Equipment  related to the  Contracts;
(iii) all property  which  secures a Contract;  (iv) all rights to guaranties to
the extent  related to the Contracts or other  agreements  providing  support or
credit  enhancement  for such Contracts to the extent related to such Contracts;
(v) all insurance  policies related to the Contracts or the Equipment;  (vi) all
rights and claims under the dealer agreements  related to the Contracts,  or any
other agreement pursuant to which the Originator acquired any Contract,  in each
case to the extent related to such Contract;  (vii) the Collections;  (viii) the
Collection  Account  and  the  Reserve  Account,   and  all  monies,  funds  and
investments  therein;  (ix) a Pro-Rata  Share of all warrants and similar equity
participation  agreements,  and the proceeds thereof;  (x) the Purchase and Sale
Agreement,  and all claims  thereunder;  (xi) all books and  records,  including
computer  records,  to the extent  evidencing or relating to the foregoing;  and
(xii) all proceeds of the foregoing and the rights to enforce the foregoing.

     "Contract  Payment  Date" means,  with respect to any  Contract,  each date
shown as a "Contract  Payment  Date" for such  Contract on the related  Contract
Schedule.

     "Contract  Schedule"  means a schedule of Contracts  delivered to the Agent
with each Purchase Request and approved by the Agent, such schedule  identifying
each Contract to be sold to Purchaser in connection  with such Purchase  Request
by the name of the Obligor  thereof and setting  forth as to each  Contract  the
Outstanding  Principal  Balance,  the Category of each  Contract,  loan or lease
number,  scheduled payments, final maturity date, and the Contract Payment Dates
for each such Contract.

     "Convertible Subordinated Debt" means the balance (approximately $7,700,000
in  principal  amount  outstanding  as of the  date  of this  Agreement)  of the
$25,000,000 in original face principal amount of 8-1/4% Convertible Subordinated
Debentures due 2003 issued by LINC pursuant to the Convertible Subordinated Debt
Indenture dated as of June 15, 1983 between LINC and United States Trust Company
of New York.

     "Cost of Funds  Rate" for any  Settlement  Period  means the sum of (i) the
rate  equivalent to the rate (or if more than one rate, the weighted  average of
rates) at which  Commercial  Paper Notes having a term equal to such  Settlement
Period  and to be  issued to fund or  maintain  the  Capital  may be sold by any
placement  agent or  commercial  paper  dealer  selected by the  Purchaser  or a
Program  Support  Provider,  as agreed between each such agent or dealer and the
Purchaser or such Program Support  Provider and notified by the Purchaser to the
Agent and the  Servicer;  provided,  however,  if the rate (or  rates) as agreed
between any such agent or dealer and the Purchaser with regard to any Settlement
Period  is a  discount  rate (or  rates),  the  "Cost of  Funds  Rate"  for such
Settlement  Period  shall be the rate (or if more  than one rate,  the  weighted
average of the rates) resulting from converting such discount rate (or rates) to
an  interest-bearing  equivalent rate (or rates) per annum,  plus (ii),  without
duplication,  the  commissions  and charges charged as a percentage of such face
amount and converted to an interest-bearing equivalent rate per annum.

     "Credit  Agreement"  means the Third Amended and Restated  Loan  Agreement,
dated as of July 22,  1997,  by and among LINC,  LINC Quantum  Analytics,  Inc.,
Fleet and the banks from time to time signatory thereto,  as amended pursuant to
Amendment No. 1 dated October 29, 1997.

     "Credit Policy" means those underwriting, credit and collection policies of
LINC with respect to the Contracts as described in Schedule  11.1.7  hereto,  as
amended from time to time in accordance with this Agreement.

     "Custodian"  means  LINC  initially,  and any  other  Person  appointed  as
custodian pursuant to Section 13.2(c).

     "Cut-off  Date" means,  with respect to any Funding Date,  the first day of
the month following the month in which such Funding Date occurs.

     "Defaulted  Contract" means, with respect to a Contract:  (a) a Contract as
to which all or any part of any scheduled  payment was (1)  delinquent for 91 or
more days from the original due date for such payment or (2)  delinquent  for 60
or more days and which was  repurchased  prior to  becoming  91 days past due by
Seller or the  Originator or (b) a Contract as to which any of the following has
occurred:  (i) the  Contract  has been  charged off, or should have been charged
off, by the  Servicer in  accordance  with the Credit  Policy,  (ii) the related
Equipment has been repossessed without reinstatement of such Contract, (iii) the
Servicer  has  determined  that  eventual  payment  of the  Contract  in full is
unlikely or (iv) foreclosure  proceedings have been initiated and are continuing
or (c) a Contract as to which the Obligor  thereof is the subject of an Event of
Bankruptcy.

     "Default Proxy Ratio" means the ratio (expressed as a percentage)  computed
as of a Month End Date for any  Category by  dividing  (i) the  aggregate  Gross
Contract Amount of all Contracts of such Category that are Past Due Contracts as
of such  Month  End Date by (ii) the  aggregate  Gross  Contract  Amount  of all
Contracts of such Category on such Month End Date.

     "Delinquency Ratio" means the ratio (expressed as a percentage) computed as
of a Month End Date by dividing (i) the aggregate  Gross Contract  Amount of all
Contracts as to which any scheduled  payment or part thereof  remains unpaid for
61 days or more from the original due date for such payment as of such Month End
Date by (ii) the aggregate  Gross Contract Amount of all Contracts on such Month
End Date.

     "Delinquent Contract" means a Contract that is not a Defaulted Contract (i)
as to which any scheduled  payment or part thereof remains unpaid for 31 days or
more from the  original  due date for such  payment or (ii)  which has been,  or
should have been,  classified as  delinquent by the Servicer in accordance  with
the Credit Policy.

     "Dilutions" means all setoffs,  discounts,  credit memos, rebates,  refunds
and other  reductions  of  amounts  originally  scheduled  to be paid  under the
Contracts (other than write-offs for credit losses and reductions resulting from
prepayments).

     "Discount  Rate"  means,  as of  any  Settlement  Date  or  other  date  of
determination,  the sum of (A) with respect to those  Contracts that are not the
subject of an Interest  Rate Swap,  the LIBO Rate  (Reserve  Adjusted) as of two
Business Days prior to such Settlement Date or other date of determination, plus
1.00%,  and, with respect to those Contracts that are the subject of an Interest
Rate Swap, the fixed rate (or, if there is more than one Interest Rate Swap, the
weighted average blended fixed rate) payable by Seller thereunder,  plus (B) the
Fee Percentage, plus (C) the Servicing Fee Rate.

     "Dividend"  means  any  dividend  or  distribution  (in cash,  property  or
obligations)  on any  shares  of any  class  of  Seller's  capital  stock or any
warrants,  options  or other  rights  with  respect  to  shares  of any class of
Seller's capital stock.

     "Dollar(s)"  and the sign "$" shall mean lawful money of the United  States
of America.

     "Dynamic  Credit  Enhancement  Percentage"  means  as of any  date  for any
Category,  the  greater of (A) 10% and (B) the product of (i) the average of the
Default Proxy Ratios for such  Category over the last 12 months,  times (ii) the
weighted average remaining life of the Contracts in such Category,  expressed in
years, times (iii) the applicable Stress Factor.

     "Earned  Yield"  means for any  Settlement  Period,  an amount equal to the
product of (i) the Capital on the first day of such Settlement Period,  (ii) the
Purchaser Rate for such Settlement  Period, and (iii) the number of days in such
Settlement Period divided by 360.

     "Eligible Contract" means at any time a Contract:

     (i) that constitutes  "chattel paper" as defined in the applicable  Uniform
Commercial Code as in effect in all applicable jurisdictions,  and, if more than
one  original  was  executed,  then  either such  Contract  contains a provision
stating that only counterpart number one shall constitute "chattel paper" within
the  meaning  of the  Uniform  Commercial  Code as in effect  in all  applicable
jurisdictions,  which counterpart is in the possession of the Custodian, or each
and every original counterpart is in the possession of the Custodian;

     (ii) the Obligor of which is a United States  resident,  duly organized and
existing under the laws of its jurisdiction of organization, is not an Affiliate
of Seller, and is not a government or a governmental subdivision or agency;

     (iii) that is not a  Defaulted  Contract  or,  except  with  respect to the
Contracts included in the Portfolio on the date of the first Purchase hereunder,
a Delinquent Contract at the time of Purchase hereunder;

     (iv) with regard to which the  warranty  of Seller in Section  8.10 is true
and correct;

     (v) the assignment of which  (including,  without  limitation,  the sale or
contribution  of which to  Seller  by the  Originator)  does not  contravene  or
conflict  in any  material  respect  with any  law,  rule or  regulation  or any
contractual or other  restriction,  limitation or  encumbrance,  and the sale or
assignment  of which does not require the consent of the Obligor  thereof or any
other Person which has not been obtained and is in full force and effect;

     (vi) that is denominated and payable only in Dollars;

     (vii) that is in full force and effect and constitutes the legal, valid and
binding  obligation of the Obligor of such  Contract,  enforceable  against such
Obligor in accordance with its terms, and is not subject to any dispute, offset,
counterclaim or defense  whatsoever  (except the discharge in bankruptcy of such
Obligor) that could  reasonably be expected to have a material adverse effect on
the collectibility of such Contract;

     (viii) that does not contravene in any material  respect any laws, rules or
regulations applicable thereto (including,  without limitation,  laws, rules and
regulations  relating to usury,  truth in lending,  fair  credit  billing,  fair
credit reporting,  equal credit opportunity,  fair debt collection practices and
privacy) and with respect to which no party  thereto is in violation of any such
law, rule or regulation in any material respect;

     (ix) that satisfies in all material respects all applicable requirements of
the Credit Policy;

     (x) as to which each of Seller's and  Purchaser's  first-priority  security
interest in such Contract have been perfected under the applicable UCC and other
applicable laws (if any);

     (xi) that has a  scheduled  maturity  date of not more than 84 (or,  in the
case of any Contract in the emerging growth  Category,  72) months from the date
of such Contract;

     (xii) that was  originated  or acquired by the  Originator  in the ordinary
course of its  business to finance the sale or lease of Equipment to the related
Obligor  and was  sold,  transferred  and  assigned  to Seller  pursuant  to the
Purchase and Sale Agreement;

     (xiii) the  scheduled  payments  under  which will be  sufficient  to fully
amortize such Contract at maturity, assuming that each scheduled payment is made
on the date due in accordance  with such Contract;  such scheduled  payments are
applicable  only to payment of principal and interest (or imputed  principal and
interest) on such Contract,  and which does not have a balloon payment in excess
of 30% of the Gross  Contract  Amount thereof and which  otherwise  provides for
monthly or quarterly payments in substantially equal installments;

     (xiv)  related to Equipment  that has been  delivered  and  unconditionally
accepted by the related Obligor;

     (xv) that requires  insurance  coverage  that covers such risks,  and is in
such amounts, as a prudent person in a similar circumstance would carry

     (xvi) the  obligations of the Obligor under which have not been canceled or
terminated,  and  the  execution  and  delivery  by  such  Obligor  of,  and the
performance  of its  obligations  under  such  Contract  do not,  and will  not,
conflict  with or result in any  violation of or  constitute a default under the
organizational  documents of such Obligor;  (2) the term of which has commenced;
the  Obligor  under  such  Contract  has made at lease two  regularly  scheduled
payments thereunder;

     (xvii) the Obligor of which has no right to prepay such Contract unless the
payment which the Obligor is required to make in connection  with any prepayment
is at least equal to the Outstanding Principal Balance of such Contract;

     (xix) the Obligor of which has not denied any liability thereunder in whole
or in  part,  or  been  released  in  whole  or in  part  from  its  obligations
thereunder,  and  the  payments  due  under  such  Contract  are  subject  to no
conditions  precedent that are  unsatisfied,  and no agreement  relating to such
Contract  imposes any  obligation  of the  Originator  (other than a warranty of
title and quiet  enjoyment)  that if not performed would give rise to a right of
offset, counterclaim or defense on the part of the Obligor;

     (xx) which includes an obligation on the part of the Obligor to maintain or
cause to be maintained the related Equipment, at such Obligor's expense, in good
condition  repair and working order,  and neither the Originator nor Seller have
any  reason to  believe  such  Equipment  is not in good  condition,  repair and
working order;

     (xxi) which relates to Eligible Equipment;

     (xxii) which Contract  constitutes the entire agreement of the parties with
respect thereto; such Contract has not been amended,  altered or modified in any
respect and no provision  thereof has been waived, in each case, in any way that
is not reflected in a writing that is part of the contract file or in any manner
adverse to the Originator;

     (xxiii) with respect to which  neither the  Originator  nor Seller knows of
any facts or  circumstances  that might  reasonably  be  expected to render such
Contract less valuable  than it purports to be, and neither the  Originator  nor
Seller has taken any action  that might  reasonably  be  expected  to impair the
value of such Contract or the related  Equipment or the rights of any party with
respect to such Contract or the related Equipment;

     (xxiv) which has not been rejected or refused as unacceptable for inclusion
in any  securitization  transaction or under any  warehousing  loan agreement or
under any  permanent  financing  transaction  for any reason  other than obligor
concentration issues,  geographical location criteria,  equipment type criteria,
dollar size or similar  criteria,  which is  representative  of the Originator's
portfolio of  contracts  and which has not been  selected  for  inclusion in the
Portfolio  on any basis that could  reasonably  be  expected  to have an adverse
effect on the Purchaser;

     (xxv) the  payment  terms of which  have not been  restructured  due to the
Obligor's  financial  condition or inability to make payment  under the original
contract,  unless such Obligor has remained current with respect to all payments
due under such  restructured  contract for a period of at least 180  consecutive
days;

     (xxvi) no  matured  or  unmatured  default  or event of  default  under any
third-party servicing agreement for the Equipment related to such Contract shall
have occurred and be continuing;

     (xxvii)  neither  the  Originator  nor any  Affiliate  thereof has given or
loaned to the Obligor thereof, directly or indirectly,  any unpaid rent or other
amount due thereunder;

     (xxviii) which is not assignable by the Obligor  thereof  without the prior
consent of the Originator; and

     (xxix)  if  such  Contract  was  acquired  by the  Originator  directly  or
indirectly from another Person (a "Source")  either (A) the Originator  acquired
both such Contract and all of such Source's right,  title and interest in and to
the related  Equipment in a true sale transaction or (B) such Source sold and/or
contributed  such  Contract  and the  related  Equipment  to a special  purpose,
bankruptcy  remote  subsidiary of such Source in a true  sale/true  contribution
transaction (as confirmed by appropriate  legal  opinions),  which subsidiary in
turn sold such Contract to the  Originator,  provided that the  requirements  of
this  clause  (xxix)  need  not be met if the  aggregate  Outstanding  Principal
Balance of Contracts acquired from such Source is $5,000,000 or less, unless the
aggregate  Outstanding  Principal  Balance  of  all  Contracts  acquired  by the
Originator that do not meet the requirements of this clause (xxix) exceeds 5% of
the aggregate Outstanding Principal Balance of all Contracts (in which case such
Contract must satisfy the requirements of this clause (xxix).

     "Eligible  Equipment"  means any item of  Equipment  that  meets all of the
following requirements at all times:

                  (i) such Equipment is personalty (including software) and does
         not  constitute  a  fixture,  except  for  portions  thereof  that  are
         immaterial in type, quantity and value;

                  (ii) such  Equipment is not used or intended for use primarily
         for personal, family or household purposes and is not consumer goods or
         gaming equipment;

                  (iii) such  Equipment  (other than vehicles) is located at the
          related Obligor's premises in the United States;

                  (iv) such  Equipment  is not  installed in or affixed to other
          equipment that is not Equipment subject to a Contract;

                  (v) if such Equipment includes  software,  Seller has, or will
         have after  foreclosure  or  repossession,  the right to remarket  such
         equipment  with the  associated  software  remaining  in place  without
         obtaining  any  consent or  approval  from the  license  source of such
         software  (unless  such  software is not  material to the  operation or
         value of such Equipment),  and such software is covered by the Contract
         that relates to such Equipment;

                  (vi) if such Equipment is a motor vehicle,  the certificate of
         title  therefor shows the Originator as owner and the Agent as the sole
         lienholder; and

                  (vii) with respect to which the filing  requirements set forth
          on Schedule II have been satisfied.

     "ERISA" means the U.S. Employee  Retirement Income Security Act of 1974, as
amended from time to time.

     "Equipment" means  non-consumer  equipment,  as generally  described in the
Credit Policy.

     "Event of  Bankruptcy"  shall be deemed to have  occurred with respect to a
Person if either:

                  (a) a case or other proceeding shall be commenced, without the
         application  or consent of such Person,  in any court,  (i) seeking (A)
         the liquidation, reorganization, debt arrangement, dissolution, winding
         up, or composition  or  readjustment  of debts of such Person;  (B) the
         appointment of a trustee, receiver,  custodian,  liquidator,  assignee,
         sequestrator or the like for such Person or all or substantially all of
         its assets; or (C) any similar action with respect to such Person under
         any law relating to bankruptcy, insolvency,  reorganization, winding up
         or  composition  or  adjustment  of debts,  and such case or proceeding
         shall continue undismissed,  or unstayed and in effect, for a period of
         60  consecutive  days;  or (ii) an order for  relief in respect of such
         Person  shall be  entered  in an  involuntary  case  under the  federal
         bankruptcy laws or other similar laws now or hereafter in effect; or

                  (b) such  Person  shall  commence  a  voluntary  case or other
         proceeding under any applicable bankruptcy, insolvency, reorganization,
         debt arrangement,  dissolution or other similar law now or hereafter in
         effect,  or shall consent to the appointment of or taking possession by
         a receiver, liquidator, assignee, trustee, custodian,  sequestrator (or
         other similar  official) for such Person or for any substantial part of
         its property,  or shall make any general  assignment for the benefit of
         creditors,  or shall fail to, or admit in writing its inability to, pay
         its debts generally as they become due, or, if a corporation or similar
         entity,  its board of  directors  shall  vote to  implement  any of the
         foregoing.

     "Excess   Concentration   Amount"  means,  with  respect  to  any  date  of
determination,  the sum of (A)  the  amount,  if any,  by  which  the  aggregate
Outstanding  Principal  Balance  of the  Obligors,  and the  Affiliates  of such
Obligors, with the five largest Outstanding Principal Balances exceeds an amount
equal to 12% of the  Aggregate  Principal  Balance  (after  giving effect to any
Purchase taking place on the date of  determination),  plus (B) the sum, for all
Obligors  other than the Obligors  with the five largest  Outstanding  Principal
Balances,  of the excess,  if any, of the Outstanding  Principal  Balance of all
Contracts  of an Obligor and its  Affiliates  over an amount  equal to 3% of the
Aggregate Principal  Balance(after giving effect to any Purchase taking place on
the date of determination).

     "Facility" means the right of Seller to offer  Participations  to Purchaser
hereunder.

     "Facility Termination Date" has the meaning set forth in Section 2.4.

     "Federal Funds Rate" means, for any period, a fluctuating interest rate per
annum equal (for each day during such  period) to: (i) the  weighted  average of
the rates on overnight  federal funds  transactions  with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next  preceding  Business Day) by the
Federal Reserve Bank of New York; or

                  (ii) if such  rate is not so  published  for any day that is a
                  Business Day,  the average of  the  quotations for such day on
                  such  transactions  received by the Agent from three federal
                  funds brokers of recognized standing selected by it.

     "Fee Letter" means the letter agreement between Seller and the Agent, dated
as of May 5, 1999, as it may be amended, supplemented or otherwise modified from
time to time.

     "Fee  Percentage"  means the sum of (i) the Program Fee Rate, plus (ii) the
Liquidity Fee Rate.

     "Fees" means all fees and other  amounts  payable by Seller to the Agent or
Purchaser pursuant to the Fee Letter.

     "Final Payoff Date" has the meaning set forth in Section 10.1.

     "Financial Officer" has the meaning set forth in Section 10.1.9(a).

     "Fiscal Quarter" means any quarter in a Fiscal Year.

     "Fiscal Year" means any period of twelve consecutive calendar months ending
on December 31.

     "Fleet" has the meaning set forth in the preamble.

     "Funding  Date" means any date,  which shall be a  Settlement  Date (except
with respect to the first Purchase), on which a Purchase occurs.

     "GAAP" means generally accepted United States accounting principles.

     "Gross Contract Amount" means, with respect to any Contract as of any date,
the aggregate amount of scheduled  payments  remaining to be paid by the Obligor
as of such date.

     "Hedge  Trigger  Event"  means  that  either  (i) the  LIBO  Rate  (Reserve
Adjusted)  has  increased  by more than  0.50%  from the  immediately  preceding
Settlement  Date or (ii) the Swap Cost exceeds the LIBO Rate (Reserve  Adjusted)
as of the immediately preceding Settlement Date plus 0.75%.

     "Indebtedness"  means,  with respect to any Person,  all (a) liabilities or
obligations,  direct and contingent,  which liabilities or obligations would, in
accordance  with GAAP, be included in determining  total  liabilities as show on
the  liability  side of a balance  sheet of such  Person at the date as of which
Indebtedness is to be determined,  including, without limitation, (i) contingent
liabilities  which, in accordance with such principles,  would be set forth in a
specific  Dollar  amount  on the  liability  side of such  balance  sheet,  (ii)
capitalized  lease  obligations of such Person,  (iii) obligations in respect of
interest rate exchange,  swap, cap and other agreements or arrangements designed
to provide protection against  fluctuation in interest rates; (b) liabilities or
obligations of others for which such Person is directly or indirectly liable, by
way of guaranty (whether by direct guaranty, suretyship,  discount, endorsement,
reimbursement of amounts drawn under letters of credit,  take-or-pay  agreement,
agreement to purchase or advance or keep in funds or other agreement  having the
effect of a guaranty  other than  endorsements  of  negotiable  instruments  for
deposit or collection in the ordinary  course of business) or otherwise  whether
or not  such  liabilities  would,  in  accordance  with  GAAP,  be  included  in
determining  total  liabilities  as shown on a balance  sheet;  and (c)  without
duplication,  liabilities or obligations  secured by liens on any assets of such
Person,  whether or not such liabilities or obligations  shall have been assumed
by it.

     "Indemnified Amounts" has the meaning set forth in Section 16.1.

     "Indemnified Party" has the meaning set forth in Section 16.1.

     "Independent Director" has the meaning set forth in Section 10.1.8(b).

     "Interest  Rate Swap" means any one of, and "Interest Rate Swaps" means all
of, the interest rate swap agreements  entered into by Seller and a counterparty
to hedge its interest rate risk with respect to the Contracts hereunder, in each
case, as the same may be amended,  supplemented,  modified, renewed, extended or
replaced from time to time.

     "LIBO Rate  (Reserve  Adjusted)"  means,  with  respect  to any  Settlement
Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of
1%) determined pursuant to the following formula:

         LIBO Rate                 =        LIBO Rate
         (Reserve Adjusted)                 1-Eurodollar
                                            Reserve Percentage

where:  "LIBO Rate" means, with respect to any Settlement  Period,  the rate per
annum  that  appears  on page  3750 (or any  successor  page)  of the Dow  Jones
Telerate  Quotation  Service  (or  if no  such  rate  appears,  on  the  display
designated  "LIBO" on the Reuter  Monitor Money Rates Service) as of 11:00 a.m.,
London time two Business Days prior to the first day of such Settlement  Period;
provided  that if no such rate is shown on the foregoing  services,  "LIBO Rate"
shall mean the rate at which  deposits  in Dollars  are  offered to the Agent at
approximately 11:00 a.m. London time two Business Days prior to the first day of
such Settlement Period; provided, further that for purposes of the definition of
Purchaser  Rate,  the LIBO Rate  (Reserve  Adjusted)  shall be determined on the
first day of the related  Settlement  Period.  "Eurodollar  Reserve  Percentage"
means, with respect to each Settlement  Period, the  then-applicable  percentage
(expressed  as a decimal)  prescribed  by the Board of  Governors of the Federal
Reserve  System  (or  any  successor)  for  determining   reserve   requirements
applicable to "Eurocurrency  Liabilities"  pursuant to Regulation D or any other
then-applicable  regulation  of the Board of Governors (or any  successor)  that
prescribes  reserve  requirements  applicable to  "Eurocurrency  Liabilities" as
presently defined in Regulation D.

     "Liquidity  Agent" means Fleet,  as liquidity agent for the Liquidity Banks
pursuant to the Liquidity Agreement.

     "Liquidity  Agreement" means and includes (a) the Liquidity Agreement dated
as of May 5, 1999, among Purchaser, Fleet, as agent for the Liquidity Banks, and
the  Liquidity  Banks,  and (b) any other  agreement  hereafter  entered into by
Purchaser  providing  for the sale by Purchaser of  Participations  (or portions
thereof or participations  therein),  or the making of loans or other extensions
of credit to Purchaser secured by security  interests in the  Participations (or
portions  thereof),  to support all or part of Purchaser's  payment  obligations
with respect to the Commercial  Paper Notes or to provide an alternate  means of
funding  Purchaser's  investments  in  accounts  receivable  or other  financial
assets, and under which the amount available from such sale or such extension of
credit is limited to an amount  calculated by reference to the value or eligible
unpaid  balance of such  accounts  receivable or other  financial  assets or any
portion  thereof,  in each case as amended,  supplemented or otherwise  modified
from time to time.

     "Liquidity  Bank"  means  and  includes  Fleet  and the  various  financial
institutions  as are,  or may become,  parties to the  Liquidity  Agreement,  as
purchasers  thereunder,  and any  other or  additional  bank or other  financial
institution hereafter purchasing Participations (or portions thereof), extending
credit to or for the account of Purchaser or having a commitment to do either of
the foregoing under the Liquidity Agreement.

     "Liquidity Fee" means the liquidity fee payable pursuant to Section 3.1

     "Liquidity  Fee Rate" shall have the meaning  given to such term in the Fee
Letter.

     "Lockbox  Agreement"  means  an  agreement,  substantially  in the  form of
Exhibit D, among Seller, Servicer, the Agent and any bank where a lockbox and/or
an account  (including  the  Collection  Account and the Reserve  Account) where
Collections are sent or deposited is located.

     "Lockbox Bank" means a bank (including the Collection Account Bank) where a
lockbox and/or an account to which  Collections are deposited or sent (including
the Reserve Account) is located.

     "Material Adverse Effect" means, with respect to any event or circumstance,
a material adverse effect on:

               (a) the business,  assets,  financial  condition or operations of
          LINC or of Seller, as applicable;

               (b) the  ability of LINC or  Seller,  as  applicable,  to perform
          their  respective  obligations  under  this  Agreement  or  any  other
          Transaction Document;

               (c) the validity, enforceability or collectibility against Seller
          or LINC,  as  applicable  of this  Agreement or the other  Transaction
          Documents;

               (d) the  status,  existence,  perfection  or  priority of (i) the
          Purchaser's  ownership  interest  in the  Portfolio  or  its  security
          interest in the Collateral, or (ii) Seller's interest in the Contracts
          or the Contract Assets; or

               (e)  the  validity,   enforceability  or  collectibility  of  the
          Contracts.

     "Month-End Date" means the last day of each calendar month.

     "Monthly Report" has the meaning set forth in Section 11.1.8(c).

     "Moody's" means Moody's Investors Service, Inc.

     "Net Offering Proceeds" means $27,000,000.

     "Net  Portfolio  Principal  Balance"  means,  with  respect  to any date of
determination,  an  amount  equal to the then  aggregate  Outstanding  Principal
Balances of all Eligible  Contracts  (it being  understood  that for purposes of
calculating  Net  Portfolio  Principal  Balance  at any  time,  the  Outstanding
Principal  Balance of each  Contract  that is a Defaulted  Contract at such time
shall be deemed to be zero), minus the Overcollateralization  Amount, minus, the
Excess  Concentration   Amount,   minus,  the  amount  by  which  the  aggregate
Outstanding  Principal  Balances of all Eligible Contracts that relate solely or
primarily to software exceeds 5% of the aggregate Outstanding Principal Balances
of all  Eligible  Contracts,  minus  the  amount  by which  the  portion  of the
aggregate Outstanding Principal Balances of all Eligible Contracts  attributable
to the  Scheduled  Residual  Value of the  Equipment  related  to such  Eligible
Contracts  exceeds 4% of the  aggregate  Outstanding  Principal  Balances of all
Eligible  Contracts,  minus  the  amount  by  which  the  aggregate  Outstanding
Principal  Balance of all Eligible  Contracts  that are in the  emerging  growth
Category  exceeds 10% of the  aggregate  Outstanding  Principal  Balances of all
Eligible  Contracts,  minus  the  amount  by  which  the  aggregate  Outstanding
Principal Balances of all Eligible Contracts that were acquired by LINC from one
originator and its Affiliates exceeds 25% of the aggregate Outstanding Principal
Balance of all Eligible  Contracts (or, for the first six months after each date
on which the Capital has been reduced to less than  $25,000,000,  the greater of
the foregoing amount and $25,000,000).

     "Obligations"  means all  obligations  (monetary or otherwise) of Seller to
Purchaser, the Agent and their respective successors,  permitted transferees and
assigns  arising  under or in  connection  with this  Agreement  and each  other
Transaction  Document,  in each case  however  created,  arising  or  evidenced,
whether direct or indirect,  absolute or contingent,  now or hereafter existing,
or due or to become due.

     "Obligor"  means a Person  obligated  to make  payments  with  respect to a
Contract.

     "Operating  Agreement"  means the Operating  Agreement,  dated as of May 5,
1999, between LINC and Seller.

     "Original  Contract  Balance"  means,  with  respect to any  Contract,  the
original  Outstanding  Principal  Balance of such Contract as of the date of its
Purchase.

     "Originator"  means LINC in its  capacity  as an  originator  and seller of
Contracts pursuant to the Purchase and Sale Agreement.

     "Outstanding  Principal  Balance" means, as of any date with respect to any
Contract,  an amount equal to the remaining  scheduled payments on such Contract
(including  the  Scheduled  Residual  Payment),  as set  forth  on the  Contract
Schedule, discounted on a monthly basis, from the 15th day of the month in which
such payments are due to the date of  determination  at the applicable  Discount
Rate; provided,  however,  that if such Contract was purchased by the Originator
or an Affiliate thereof (other than Seller) and the Originator or such Affiliate
paid the seller thereof less than the full principal  value of such Contract (as
determined pursuant to the agreement related to the acquisition of such Contract
by  the  Originator  or  such  Affiliate),  by  way of  discount,  hold-back  or
otherwise,  then the "Outstanding Principal Balance" of such Contract shall mean
an amount equal to the  foregoing  described  amount  multiplied by a percentage
determined by dividing the amount paid by the Originator or such Affiliate,  for
such Contract by the principal value of such Contract.

     "Overcollateralization Amount" means with respect as of any date the amount
equal to (i) the greatest of (a) the sum, for each  Category,  of the sum of (1)
(x) the current Dynamic Credit Enhancement  Percentage for such Category (or, in
the  case  of  the  emerging  growth  Category,   the  greatest  Dynamic  Credit
Enhancement  Percentage  to have  occurred in the prior 3 years),  times (y) the
aggregate  Outstanding  Principal  Balances of the  Contracts  in such  Category
calculated,  including only 50% of the Scheduled  Residual  Payment on each such
Contract, plus (2) 50% of the aggregate of the Scheduled Residual Payments under
the  Contracts in such  Category,  in each case,  discounted as described in the
definition of Outstanding  Principal Balance,  (b) 25% of an amount equal to the
greatest  Overcollateralization  Amount  determined  pursuant  to the  foregoing
clause  (a) that  existed  during  the  period  from the last  date on which the
Capital  was, or was reduced to, zero until the date of  determination,  and (c)
the sum of the  Outstanding  Principal  Balances  owed by the Obligors and their
Affiliates with the five largest Outstanding Principal Balances,  minus (ii) the
amount in the Reserve Account at such time (after taking into account any amount
to be deposited therein on such date).

     "Participations"  means each  undivided  interest in the  Contracts and the
other Contract Assets purchased by Purchaser pursuant to Section 2.1.

     "Past Due  Contract"  means a  Contract  as to which all or any part of any
scheduled  payment is more than 60, but less than 91,  days past due or that has
been  charged-off  or  repurchased by Seller prior to becoming more than 60, but
less than 91, days past due.

     "Pay-Out Amount Limit" shall have the meaning given to such term in Section
2.2(b).

     "Permitted  Investment"  means,  at any time,  determined as of the time of
investment:

                  (a) any  evidence  of debt,  maturing  not more  than one year
         after such time,  issued or guaranteed by the United States  Government
         or any agency thereof;

                  (b) commercial paper,  maturing not more than nine months from
         the date of issue or corporate  demand notes,  in each case issued by a
         corporation  (other than Seller or any  Affiliate of Seller)  organized
         under the laws of any state of the United  States or of the District of
         Columbia and rated at least A-1 by S&P and P-1 by Moody's;

                  (c) any  certificate of deposit (or time deposits  represented
         by such  certificates of deposit) or bankers  acceptance,  maturing not
         more  than one  year  after  such  time,  or  overnight  federal  funds
         transactions   that  are  issued  or  sold  by  a  commercial   banking
         institution  that is a member of the Federal  Reserve  System and has a
         combined  capital and surplus  and  undivided  profits of not less than
         $500,000,000 and is rated at least A-1 by S&P and P-1 by Moody's;

                  (d) any  repurchase  agreement  entered into with a commercial
         banking institution of the stature referred to in clause (c)(i) that:

                           (i) is secured by a fully perfected security interest
                  in any  obligation of the type described in any of clauses (a)
                  through (c); and

                           (ii) has a market  value at the time such  repurchase
                  agreement  is  entered  into  of not  less  than  100%  of the
                  repurchase  obligation of Fleet (or other  commercial  banking
                  institution) thereunder; or

                  (e) shares in a mutual  fund  investing  solely in  short-term
         securities of the United States government and/or securities  described
         in clause (d) above where the mutual fund  custodian has taken delivery
         of the  collateralizing  securities,  provided that (i) such fund shall
         have the highest  short-term  credit rating  available from Moody's and
         S&P and (ii) such shares shall be hereby transferrable by the holder on
         a daily basis.

     "Person"  means  an  individual,  partnership,   corporation  (including  a
business trust), joint stock company, trust, unincorporated  association,  joint
venture,  limited  liability  company,  government  or any  agency or  political
subdivision thereof or any other entity.

     "Portfolio" has the meaning set forth in the first recital.

     "Pro Rata Share" of any warrant or similar equity participation  agreement,
and the  proceeds  thereof,  means such  percentage  interest in such warrant or
other agreement shown on the Contract  Schedule for the Contract related to such
warrant or other agreement.

     "Program Documents" means the Liquidity Agreement,  each agreement pursuant
to which Purchaser  obtains  funding,  through the issuance of Commercial  Paper
Notes or  otherwise,  and the other  documents  executed or to be  executed  and
delivered in connection with  Purchaser's  securitization  program,  as amended,
supplemented or otherwise modified from time to time.

     "Program Fee" means the program fee payable pursuant to Section 3.1.

     "Program Fee Rate" shall have the meaning  assigned to such term in the Fee
Letter.

     "Program  Support  Provider"  means each Liquidity  Bank, the Agent and any
entity that issues Commercial Paper Notes.

     "Purchase" has the meaning set forth in Section 2.1.

     "Purchase and Sale  Agreement"  means the Purchase and Sale Agreement dated
as of May 5, 1999 between LINC and Seller,  as the same may be amended,  amended
and restated, supplemented or otherwise modified from time to time in accordance
with the Transaction Documents.

     "Purchase  and Sale  Termination  Event" has the  meaning  set forth in the
Purchase and Sale Agreement.

     "Purchase Limit" has the meaning set forth in Section 2.2(a).

     "Purchase Request" has the meaning set forth in Section 2.3.

     "Purchaser" has the meaning set forth in the Preamble.

     "Purchaser Rate" for any Settlement Period means:

     (A)(1) for any  Settlement  Period  commencing  prior to July 15, 1999, (i)
with respect to any portion of the Capital  that is subject to an Interest  Swap
Agreement,  the LIBO Rate (Reserve Adjusted) for such Settlement Period and (ii)
with respect to that portion,  if any, of the Capital not related to an Interest
Swap Agreement,  either (1) the LIBO Rate (Reserve Adjusted) for such Settlement
Period, or (2) the Cost of Funds Rate for such Settlement  Period, as designated
by Seller in a written notice  delivered to the Agent and the Purchaser at least
two Business  Days prior to the first day of such  Settlement  Period,  provided
that if no option is designated by Seller,  the Purchaser Rate shall be the rate
set forth in the  foregoing  clause  (ii)(2) and (2) for any  Settlement  Period
commencing on or after July 15, 1999, the Cost of Funds Rate for such Settlement
Period;  provided,  however, that, in the case of both clauses (1) and (2), with
respect  to any  portion  of  the  Capital  funded  pursuant  to  the  Liquidity
Agreement,  the  Purchaser  Rate  shall  be the sum of the  LIBO  Rate  (Reserve
Adjusted)  for  such  Settlement  Period  (or any  portion  thereof),  plus  the
Applicable Margin; and

     (B)  with  respect  to any day on  which a  Termination  Event  shall  have
occurred and shall be continuing, notwithstanding clause (A) of this definition,
the  "Purchaser  Rate"  shall be a rate per annum  equal to (i) the rate then in
effect on such day pursuant to the  foregoing  clause (A), plus 2% per annum for
the first 180 days after the occurrence of such  Termination  Event and (ii) the
LIBO Rate  (Reserve  Adjusted)  for such  Settlement  Period,  plus 4% per annum
thereafter.

No  provision  of this  Agreement  shall  require  the  payment  or  permit  the
collection of interest in excess of the maximum permitted by applicable law.

     "Qualified  Interest Swap Agreement"  means an Interest Swap Agreement that
meets all of the following criteria: (i) the counterparty to such agreement is a
bank  (which may be Fleet)  whose  short term  unsecured  debt is rated at least
A-1/P-1 by the Rating  Agencies,  (ii) the benefits of such  agreement have been
assigned to the Agent, for the benefit of the Purchaser,  and (iii) all payments
by the counterparty  thereto will be made directly to the Collection Account and
(iv) is otherwise reasonably acceptable to the Agent.

     "Quarterly  Payment Date" means the  Settlement  Date occurring in January,
April,  July and October,  provided that the first Quarterly  Payment Date shall
occur in July, 1999.

     "Rating  Agencies" means Standard & Poor's and Moody's  Investors  Service,
Inc.

     "Regulatory Change" means, relative to any Affected Party:

               (a) any change in (or the adoption, implementation, change in the
          phase-in or commencement of effectiveness of any:

                           (i) United States Federal or state law or foreign law
                  applicable to such Affected Party;

                           (ii)  regulation,   interpretation,   directive,   or
                  requirement   (whether   or  not  having  the  force  of  law)
                  applicable  to  such  Affected  Party  of  (A)  any  court  or
                  government   authority  charged  with  the  interpretation  or
                  administration  of any law referred to in clause (a)(i), or of
                  (B) any rating  agency  rating  the  Commercial  Paper  Notes,
                  fiscal,  monetary or other authority having  jurisdiction over
                  such Affected Party; or

                           (iii)  GAAP  or  regulatory   accounting   principles
                  applicable   to  such   Affected   Party  and   affecting  the
                  application  to such  Affected  Party of any law,  regulation,
                  interpretation,  directive,  or  requirement  referred  to  in
                  clause (a)(i) or (a)(ii) above;

               (b) any change in the  application  to such Affected Party of any
          existing law, regulation,  interpretation,  directive,  requirement or
          accounting  principles  referred  to  in  clause  (a)(i),  (a)(ii)  or
          (a)(iii) above; or

               (c) the  issuance,  publication  or  release  of any  regulation,
          interpretation,  directive,  or  requirement  of a type  described  in
          clause  (a)(ii)  above  to the  effect  that  the  obligations  of any
          Liquidity  Bank under the  Liquidity  Agreement are not entitled to be
          included in the zero percent category of off-balance  sheet assets for
          purposes of any risk-weighted  capital  guidelines  applicable to such
          Liquidity Bank or any related Affected Party.

     "Repurchase  Amounts"  means the amounts paid by Seller in connection  with
the repurchase by Seller of any Contracts pursuant to Section 4.5.

     "Required  Reduction Amount" for any Settlement Date means the amount equal
to (i) if no Termination Event has occurred,  the excess of the Capital over the
Net Portfolio Principal Balance calculated as of the first day of the next month
following  the  month  in  which  such  Settlement  Date  occurs  and  (ii) if a
Termination Event has occurred, the Capital.

     "Required  Reserve  Amount"  means,  as of any  Settlement  Date or date of
Purchase  the greater of (i) 1% of the  Aggregate  Principal  Balance as of such
Settlement  Date or date of Purchase  and (ii) the amount  necessary so that the
Capital does not exceed the Pay-Out  Amount Limit,  provided that if the average
of the Delinquency Ratio at the end of the three previous months exceeds 4%, the
Required  Reserve  Amount shall equal the greater of the amount set forth in the
foregoing  clause  (ii) and 4% of the  Aggregate  Principal  Balance  as of such
Settlement Date or date of Purchase.

     "Reserve Account" means a bank account  maintained at a Lockbox Bank (which
initially shall be account numbered 9403543596  maintained at Fleet in New York,
New  York),  which  is (i) a  blocked  account,  (ii)  identified  as the  "LINC
Receivables 1999  Corporation  Reserve  Account",  (iii) in Purchaser's name and
(iv) pledged to Purchaser  pursuant to Section  17.1.  "S & P" means  Standard &
Poor's Rating Services, a division of The McGraw-Hill Companies, Inc.

     "Scheduled Facility  Termination Date" has the meaning set forth in Section
2.4.

     "Scheduled  Residual  Payment"  means,  with respect to any  Contract,  the
Scheduled Residual Value of the related Equipment,  which shall be assumed to be
due on the date which is three months  after the last  scheduled  payment  under
such Contract is otherwise due.

     "Scheduled  Residual  Value" means,  with respect to any item of Equipment,
the lesser of (a) the Booked Residual Value of such Equipment and (b) 15% of the
original purchase price for such Equipment.

     "Seller" has the meaning set forth in the preamble.

     "Servicer" has the meaning set forth in Section 13.1.

     "Servicer  Termination  Event" means any one of the following  events:  (i)
Servicer  fails to make any payment or deposit to be made by it  hereunder  when
due; (ii) Servicer shall fail to perform or observe in any material  respect any
term, covenant or agreement contained in this Agreement or any other Transaction
Document on its part to be  performed  or  observed  (other than as set forth in
clause (i)),  which failure shall continue for more than ten Business Days after
notice to Servicer;  (iii)  Servicer shall fail to deliver any Monthly Report on
or before  the day that is two  Business  Days prior to the  related  Settlement
Date;  (iv)  any  representation  or  warranty  made  by  Servicer  under  or in
connection  with any  Transaction  Document,  any  Monthly  Report  or any other
information delivered pursuant to or in connection with any Transaction Document
shall prove to have been false or incorrect  in any  material  respect when made
and, if such  circumstances  are capable of cure, shall continue to be incorrect
for more than ten Business  Days after notice to  Servicer;  provided,  however,
that if any representation or warranty related to a Contract that is repurchased
by Seller,  then the breach of such  representation  or warranty  shall not give
rise to a Servicer Termination Event; (v) Servicer is the subject of an Event of
Bankruptcy;  (vi) Servicer shall fail to have an Adjusted  Tangible Net Worth of
at least  the sum of (A)  $10,500,000,  plus (B) Net  Offering  Proceeds,  minus
$3,000,000,  plus (C) 75% of  consolidated  net income  (with no  deduction  for
losses) of Servicer  commencing  from the calendar  quarter ending  December 31,
1997  and  all  subsequent  quarters  thereto;  or  (vii)  the  average  of  the
Delinquency Ratios at the end of the three consecutive prior months exceeds 8%.

     "Servicing Fee" means, for any Settlement Period an amount equal to (i) the
Servicing Fee Rate, times (ii) the Aggregate  Principal Balance on the first day
of such  Settlement  Period,  times (iii) the number of days in such  Settlement
Period divided by 360.

     "Servicing  Fee Rate" means (i) 0.75% so long as LINC is Servicer  and (ii)
if LINC is no longer the Servicer, such annual percentage rate as may be charged
by any replacement Servicer, provided such rate is a market rate.

     "Settlement  Date" means the twentieth  (20th) day of each calendar  month,
commencing  with  May,  1999 (or if such  day is not a  Business  Day,  the next
Business Day).

     "Settlement  Period" means:(i) in the case of the first Settlement  Period,
from, and including April 20, 1999 to, but excluding,  the first Settlement Date
and (ii) thereafter,  each period from, and including, a Settlement Date to, but
excluding, the next Settlement Date.

     "Source"  is  defined  in  clause  (xxix)  of the  definition  of  Eligible
Contract.

     "Stress  Factor"  means  (i) 3 for  the  traditional  Category  and the LQA
Category and (ii) 4 for the emerging  growth  Category  (provided  that any such
stress  factor  may be  changed  at the  discretion  of the  Agent by  notice to
Servicer in order to reflect current market conditions for similar  asset-backed
securities).

     "Subordinated  Debt" means (i) the Convertible  Subordinated Debt; and (ii)
any unsecured  Indebtedness for money borrowed by LINC and which is subordinated
to the debt under the Credit Agreement.

     "Subsidiary" means, with respect to any Person, a corporation of which such
Person and/or its other Subsidiaries own, directly or indirectly, such number of
outstanding  shares as have more than 50% of the  ordinary  voting power for the
election of directors.

     "Successor Notice" has the meaning set forth in Section 13.1.

     "Swap Cost" means, as of any date, the sum of (A) a market swap spread,  as
reasonably  determined by the Agent, for an amortizing  interest rate swap for a
portfolio  similar to the  Contracts,  pursuant to which the Seller  would pay a
fixed rate equal to the yield of a United  States  Treasury Note with an average
life equal to the expected average life of the Contracts and the counterparty to
such  interest  rate  swap  would  pay a  floating  rate  equal to the LIBO Rate
(Reserve  Adjusted),  plus (B) the fixed rate described in the foregoing  clause
(A).

     "Swap Date" means  February  28, 2000 and  thereafter  the date that is 270
days after the later of the date on which the Capital  has been  reduced to less
than $25,000,000 and the immediately preceding Swap Date.

     "Tangible Net Worth" means,  with respect to Seller the net worth of Seller
calculated in  accordance  with GAAP after  subtracting  therefrom the aggregate
amount of Seller's intangible assets, including,  without limitation,  goodwill,
franchises,  licenses, patents,  trademarks, trade names, copyrights and service
marks.

     "Termination Event" shall mean any of the events described in Section 12.1.

     "Transaction  Documents"  means  this  Agreement,  the  Purchase  and  Sale
Agreement, the Fee Letter, the Interest Rate Swaps, the Lockbox Agreements,  any
custodian   agreement  entered  into  in  connection   herewith  and  the  other
instruments,  certificates, agreements, reports and documents to be executed and
delivered  under or in connection  with this Agreement and the Purchase and Sale
Agreement  (except  the  Program  Documents),  as any of  the  foregoing  may be
amended,  supplemented,  amended and restated or otherwise modified from time to
time in accordance with this Agreement and the Purchase and Sale Agreement.

     "UCC" means the Uniform  Commercial  Code as from time to time in effect in
the applicable jurisdiction or jurisdictions.

     "Unmatured  Termination  Event" shall mean any event that,  if it continues
uncured, will, with the lapse of time or notice or the lapse of time and notice,
constitute a Termination Event.

     "Unrecoverable Advance" means any Advance made by the Servicer that has not
previously been reimbursed and that, in the reasonable  opinion of the Servicer,
will  not be  ultimately  recoverable  from the  related  Obligor,  the  related
Equipment or otherwise.

         SECTION 1.2  Other Definitional Provisions.

         (a)  Unless  otherwise  specified  therein,  all terms  defined in this
Agreement  have  the  meanings  as so  defined  herein  when  used in any  other
Transaction  Document,  certificate,  report or other document made or delivered
pursuant hereto.

         (b) Each term defined in the singular  form in Section 1.1 or elsewhere
in this  Agreement  shall mean the plural  thereof  when the plural form of such
term is used in this Agreement or any other Transaction  Document,  certificate,
report  or other  document  made or  delivered  pursuant  hereto,  and each term
defined in the plural form in Section 1.1 shall mean the  singular  thereof when
the singular form of such term is used herein or therein.

         (c) The words  "hereof,"  "herein,"  "hereunder" and similar terms when
used in this  Agreement  shall refer to this Agreement as a whole and not to any
particular  provision  of this  Agreement,  and  article,  section,  subsection,
schedule and exhibit  references  herein are  references to articles,  sections,
subsections,   schedules  and  exhibits  to  this  Agreement   unless  otherwise
specified.

         SECTION 1.3 Other Terms. All accounting terms not specifically  defined
herein shall be construed in accordance  with GAAP.  All terms used in Article 9
of the UCC in the State of Illinois,  and not specifically  defined herein,  are
used herein as defined in such Article 9.

         SECTION 1.4  Computation of Time Periods.  Unless  otherwise  stated in
this Agreement,  in the computation of a period of time from a specified date to
a later specified date, the word "from" means "from and including" and the words
"to" and "until" each mean "to but excluding."


                                   ARTICLE II

                               PURCHASE PROCEDURES

     SECTION 2.1  Offer  and  Acceptance.   On  the  terms  and  subject  to the
conditions set forth in this Agreement,  Purchaser may purchase from Seller
Participations from time to time during the period from the date hereof to the
Facility  Termination Date.  Each such purchase and, as the context may require,
the purchase  price paid by Purchaser to Seller in respect thereof, is called a
"Purchase."

     SECTION 2.2  Purchase Limits.   Under no circumstances shall Purchaser make
any Purchase to the extent that, after giving effect  to  such  Purchase, as the
case may be:

          a) Purchase Limit.  The Capital would exceed an  amount (the "Purchase
     Limit") equal to $289,000,000, as such amount may be reduced pursuant to
     Section 2.6; or

          b) Pay-Out Amount Limit. The Capital would exceed an amount (the "Pay-
     Out Amount Limit") equal to 100% of the Net Portfolio Principal Balance (as
     calculated on such date of Purchase).

     SECTION 2.3 Making  Purchases from Seller.  (a) Notice of Purchase.  Seller
may  request a Purchase  by  delivering  a notice  substantially  in the form of
Exhibit A (a "Purchase Request") to the Agent and Purchaser not later than 11:00
a.m.  (Chicago  time) on the  second  Business  Day  preceding  the date of such
proposed  Purchase.  Each such  notice of a proposed  Purchase  shall  include a
Contract  Schedule  and shall  specify  (i) the Funding  Date for such  Purchase
(which,  except for the initial Purchase,  shall be a Settlement Date), and (ii)
the  calculation  of the amount of the Purchase for such  Participation.  If the
Agent or Purchaser  informs  Seller that  Purchaser will not make such Purchase,
Seller may withdraw such Purchase Request.

     (b) Amount of Purchase.  The amount of each Purchase  shall be equal to the
lesser of (x) the amount  requested by Seller in the applicable  Purchase Notice
and (y) the maximum amount permitted under Section 2.2; provided,  however, that
each such Purchase shall be in an amount of at least $5,000,000 (or, in the case
of the first Purchase, $10,000,000).

     (c) Funding of Purchase.  On the date of each  Purchase,  if Purchaser  has
determined to make such Purchase,  Purchaser  shall,  upon  satisfaction  of the
applicable  conditions  set forth in Article VII,  make  available to Seller the
amount of its  Purchase  (determined  pursuant to Section  2.3(b)),  in same-day
funds, to such account as is designated by Seller to the Agent in writing.

     SECTION 2.4 Facility  Termination  Date.  The "Facility  Termination  Date"
shall be the  earliest of (i)  December  30, 2000  (herein,  as such date may be
extended,   called  the  "Scheduled   Facility   Termination  Date"),  (ii)  the
termination,  expiration or unavailability  of the Liquidity Banks'  commitments
under the Liquidity  Facility and (iii) the date of  termination of the Facility
pursuant to Section 2.6 or Section 12.2.

     SECTION  2.5  Representation  and  Warranty.  Each  request  for a Purchase
pursuant to Section 2.3 shall  automatically  constitute  a  representation  and
warranty by Seller to the Agent and Purchaser that on the requested date of such
Purchase,  (a) the representations and warranties contained in Article VIII will
be true and correct in all material respects as of such requested date as though
made on such date, (b) no Termination  Event or Unmatured  Termination Event has
occurred and is continuing or will result from the making of such Purchase,  and
(c) after giving effect to such requested Purchase,  the Capital will not exceed
the Pay-Out Amount Limit.

     SECTION 2.6 Voluntary Termination of Facility; Reduction of Purchase Limit.
Seller may, in its sole  discretion  for any reason,  upon at least fifteen (15)
days' notice to the Agent (with a copy to Purchaser),  terminate the Facility in
whole or reduce in part the unused  portion  of the  Purchase  Limit;  provided,
however,  that (a) each such partial  reduction  will be in a minimum  amount of
$5,000,000 or a higher integral multiple of $1,000,000,  and (b) in the event of
a partial  reduction and after giving  effect to any such partial  reduction and
any prior partial reduction,  the remaining Purchase Limit will not be less than
$25,000,000.


                                   ARTICLE III

                                   FEES, ETC.

     SECTION 3.1 Fees. Seller agrees to pay the Agent the following fees:

               (i) a program  fee for each  Settlement  Period  equal to (i) the
          daily outstanding  Capital during such Settlement  Period,  times (ii)
          the  Program  Fee  Rate,  times  (iii)  the  number  of  days  in such
          Settlement Period, divided by 360; and

               (ii) a liquidity fee for each Settlement  Period equal to (i) the
          unfunded  amount  of  the  Liquidity  Banks'   commitments  under  the
          Liquidity Agreement times (ii) the Liquidity Fee Rate, times (iii) the
          number of days in such Settlement Period divided by 360.

     SECTION 3.2 Computation of Earned Yield and Fees. All Earned Yield and fees
shall be computed on the basis of the actual number of days (including the first
day but  excluding  the last day)  occurring  during  the  period for which such
interest or fee is payable over a year comprised of 360 days.

     SECTION 3.3 Initial  Settlement  Period.  Seller hereby  agrees that,  with
respect to the first  Settlement  Period,  the Program  Fee,  Liquidity  Fee and
Earned Discount that have accrued during such first  Settlement  Period pursuant
to the Receivables Purchase Agreement, dated as of December 30, 1997, among LINC
Receivables  Corporation,  LINC,  Purchaser  and the Agent are being  assumed by
Seller,  and shall be payable on the first  Settlement Date hereunder as part of
the Program Fee,  Liquidity Fee and Earned  Discount due on such Settlement Date
pursuant to clauses (iv) and (v) of Section 4.2.


                                   ARTICLE III

                 ESTABLISHMENT AND USE OF ACCOUNTS; SETTLEMENTS

     SECTION 4.1  Accounts.  (a)  Collection  Account.  Seller  hereby agrees to
establish  the  Collection  Account on or before the date of the first  Purchase
hereunder.  Seller and Servicer  hereby agree to direct all Obligors to make all
payments due under the Contracts to an account that is the subject of a Lock-Box
Agreement.  Servicer shall transfer all  Collections  received to the Collection
Account within two Business Days of receipt.

         (b) Reserve  Account.  Seller  hereby  agrees to establish  the Reserve
Account on or before the date of the first Purchase hereunder.

         (c) Permitted  Investments.  Funds on deposit in the Collection Account
or the Reserve  Account may be invested at the  direction of Seller in Permitted
Investments,  provided that such Permitted Investments mature on or prior to the
next occurring  Settlement Date.  Interest earned on such Permitted  Investments
shall be  distributed  pursuant to Section 4.2,  with respect to the  Collection
Account, and Section 4.4, with respect to the Reserve Account.

     SECTION 4.2 Settlements.  On each Settlement Date, all Collections received
on or prior to such date and not previously distributed,  all interest earned on
investments  in  the  Collection  Account  (net  of  expenses  related  to  such
investments),  all Advances made by the Servicer pursuant to Section 4.6 and all
net payments  received from the  counterparties to the Interest Rate Swaps shall
be distributed in the following order:

     (i)  first,  to the  Servicer  in any  amount  equal  to all  Unrecoverable
     Advances,   if  any,  for  which  the  Servicer  has  not  previously  been
     reimbursed;

     (ii)  second,  to the  counterparties  of the  Interest  Rate Swaps any net
     payment due to such counterparties from Seller;

     (iii)  third,  to the Servicer (if Servicer is not LINC) in an amount equal
     to the Servicing Fee due on such date;

     (iv)  fourth,  to the Agent in an amount  equal to the  accrued  and unpaid
     Program Fee and Liquidity Fee;

     (v) fifth,  to Purchaser  an amount equal to the accrued and unpaid  Earned
     Yield,  together with any Earned Yield due on any previous  Settlement Date
     and not paid, plus interest thereon as set forth in Section 5.1;

     (vi) sixth,  if such  Settlement  Date is a Quarterly  Payment Date, to the
     Agent an amount equal to the  Administration Fee payable on such Settlement
     Date;

     (vii)  seventh,  to Purchaser  an amount  equal to the  Required  Reduction
     Amount for application to the Capital;

     (viii) eighth,  to Purchaser and the Agent, on a pro rata basis, in payment
     of all other amounts then due hereunder or under the Fee Letter;

     (ix) ninth, to the Reserve Account to the extent necessary to result in the
     funds therein being equal to the Required Reserve Amount;

     (x) tenth,  to the  counterparties  of the Interest Rate Swaps any payments
     due, if any, resulting from the early termination  thereof or other amounts
     (other than net payments) owed by Seller thereunder;

     (xi)  eleventh,  if LINC is the Servicer,  an amount equal to the Servicing
     Fee due on such date; and

     (xii) twelfth, any remaining amounts to Seller.

     SECTION 4.3 Interest Rate Swaps. If (i) a Hedge Trigger Event has occurred,
(ii) a Termination Event has occurred and is continuing or (iii) on a Swap Date,
the Capital exceeds zero, then, within five Business Days of such event or date,
unless Seller has already entered into such a Qualified Interest Swap Agreement,
Seller shall execute and deliver one or more Qualified  Interest Swap Agreements
(or other interest rate hedging arrangement acceptable to the Agent, in its sole
discretion), with a notional principal amount equal to the Gross Contract Amount
of all Contracts as of such date,  which shall  amortize in accordance  with the
expected  schedule of Contract  payments.  Such Interest Rate Swap shall provide
for fixed  rate  payments  by Seller  equal to the Swap Cost and  floating  rate
payments  by  the  counterparty  equal  to  the  one-month  LIBO  Rate  (Reserve
Adjusted)with a same day settlement in effect from time to time.

     SECTION 4.4  Withdrawals  from Reserve  Account.  To the extent that on any
Settlement Date, there are insufficient  funds to distribute in full the amounts
set forth in  clauses  first  through  seventh of Section  4.2,  Servicer  shall
withdraw the lesser of (1) the amount of such deficiency and (ii) the amounts on
deposit in such  Reserve  Account  from the Reserve  Account and  distribute  it
pursuant to such Section 4.2. If on any Settlement  Date, after giving effect to
the  distributions on such date pursuant to Section 4.2 and any Purchase on such
date,  the funds in the  Reserve  Account  (including  net  investment  earnings
thereon) exceed the Required Reserve Amount,  such excess shall be withdrawn and
distributed to Seller.

     SECTION  4.5  Deemed  Collections;  Repurchases.  If on any day  the  Gross
Contract  Amount  of any  Contract  is  reduced  or  canceled  as a result  of a
Dilution, or the Originator is required to make a deemed Collection payment with
respect thereto  pursuant to the Purchase and Sale Agreement,  then Seller shall
be deemed to have received a Collection in the amount of such  Dilution.  If any
of the  representations  or  warranties  set forth in Section 8.10 or 8.19 is no
longer true with respect to a Contract, and such breach, in the sole judgment of
the  Agent,  materially  and  adversely  affects  the value,  enforceability  or
collectibility  of such Contract or the related  Equipment (it being  understood
that any Contract shall be deemed to be materially and adversely affected by any
inaccurate  representation  as to its  validity or  enforceability  or as to the
amount of payments due thereunder) then, on the next occurring  Settlement Date,
Seller shall  repurchase such Contract from Purchaser for an amount equal to the
Outstanding Principal Balance thereof. Upon receipt of such amount by Purchaser,
such repurchased  Contract shall be released from the lien of this Agreement and
reconveyed  by Purchaser to Seller  (without  recourse or warranty) and shall no
longer be considered part of the Portfolio.

     SECTION  4.6  Servicer  Advances.  The  Servicer  shall make an advance (an
"Advance") with respect to each Contract that is not a Defaulted  Contract in an
amount  equal  to the  scheduled  payment  (other  than the  Scheduled  Residual
Payment) with respect to such Contract that became,  or will become,  due during
the  calendar  month in which the related  Settlement  Date occurs to the extent
that such payment has not previously  been deposited to the Collection  Account,
subject to the Servicer's  reasonable  determination that any such Advance would
not  constitute  an  Unrecoverable  Advance if made.  Each such Advance shall be
remitted to the  Collection  Account on the Business Day  immediately  preceding
such Settlement Date. To the extent that the Servicer  subsequently receives the
scheduled  payment with respect to which it made an Advance,  the Servicer shall
be entitled to retain such payment in reimbursement of such Advance.

     SECTION 4.7 Clean-Up Call. On any  Settlement  Date on which the Capital is
equal to or less than an amount  equal to 15% of the  largest  amount of Capital
that has existed  since the date of this  Agreement,  Seller may, at its option,
upon not less  than five  Business  Days'  prior  written  notice to the  Agent,
repurchase from Purchaser all, but not less than all, of the  Participations  in
all  Contracts  for a  purchase  price  equal to the sum of (i) the  outstanding
Capital,  plus (ii) all accrued and unpaid  Earned Yield on such  Capital,  plus
(iii) all accrued and unpaid Program Fee, Liquidity Fee and Administration  Fee,
plus (iv) any  termination  or other payments due to the  counterparties  of the
Interest  Rate  Swaps,  plus  (v) all  other  amounts  then due and  payable  to
Purchaser,  Agent, any Indemnified Party and any Affected Party hereunder.  Upon
receipt by the Agent of the foregoing amount,  Purchaser shall assign,  transfer
and convey to Seller,  without recourse,  representation or warranty (other than
as to the absence of liens created by Seller) all of  Purchaser's  right,  title
and  interest in and to the  Participations  in the  Contracts  and the Contract
Assets related thereto.


                                    ARTICLE V

                                    PAYMENTS

     SECTION 5.1 Making of Payments. All payments of Capital or Earned Yield and
of all Fees,  and all amounts to be deposited  by Seller or Servicer  hereunder,
shall be made by Seller or  Servicer,  as the case may be, no later  than  10:00
a.m. (Chicago time), on the day when due in lawful money of the United States of
America in same-day  funds to such  account as is  specified by Purchaser or the
Agent to Servicer. Funds received by the Purchaser or the Agent after 10:00 a.m.
(Chicago  time) on the date when due will be deemed to have been received by the
Purchaser or the Agent, as the case may be, on the next following  Business Day.
Any amount not paid when due hereunder  shall accrue interest at a rate equal to
the  Alternate  Base  Rate,  plus 2% per annum  from the date due until the date
paid.


                                 ARTICLE VI

                              INCREASED COSTS, ETC.

     SECTION 6.1 Increased  Costs. If any change in Regulation D of the Board of
Governors of the Federal Reserve System, or any Regulatory  Change, in each case
occurring after the date hereof:

          (A) shall subject any Affected  Party to any tax, duty or other charge
     with  respect  to any  Participation  owned  by or  funded  by  it,  or any
     obligations  or rights to provide  funding  therefor,  or shall  change the
     basis of  taxation of  payments  to such  Affected  Party of any Capital or
     Earned  Yield made by or owed to or funded by it or any other  amounts  due
     under this Agreement in respect of any Participation  owned by or funded by
     it (except for changes in the rate of tax on the overall net income of such
     Affected Party imposed by the  jurisdiction in which such Affected  Party's
     principal  executive office (or, in the case of a Eurodollar Office of such
     Affected Party, in which such Eurodollar Office) is located); or

          (B) shall impose,  modify or deem  applicable any reserve  (including,
     without  limitation,  any reserve  imposed by the Board of Governors of the
     Federal  Reserve  System,  but excluding  any such reserve  included in the
     determination   of  any  Purchaser   Rate),   special  deposit  or  similar
     requirement  against  assets of,  deposits  with or for the  account of, or
     credit extended by, any Affected Party;

          (C) shall  change the  amount of capital  maintained  or  required  or
     requested or directed to be maintained by any Affected Party; or

          (D) shall impose on any Affected Party any other  condition  affecting
     any  Participation  made or funded by any Affected Party; and the result of
     any of the foregoing is or would be to increase the cost to or, to impose a
     cost  on (a) an  Affected  Party  funding  or  making  or  maintaining  any
     Participation   (including   extensions   of  credit  under  the  Liquidity
     Agreement,  or any commitment of such Affected Party with respect to any of
     the   foregoing),   or  (b)  the  Agent  for  continuing  its  or  Seller's
     relationship  with  Purchaser,  to reduce the amount of any sum received or
     contract  by an  Affected  Party  under  this  Agreement  or the  Liquidity
     Agreement with respect thereto,  or in the sole good faith determination of
     such  Affected  Party,  to reduce  the rate of return on the  capital of an
     Affected Party as a consequence of its obligations  hereunder or arising in
     connection  herewith to a level below that which such Affected  Party would
     otherwise  have  achieved,  then within five  Business Days after demand by
     such  Affected  Party to Seller  (which  demand shall be  accompanied  by a
     written statement setting forth the basis of such demand), Seller shall pay
     to the Agent for the account of such Affected Party such additional  amount
     or amounts as will (in the reasonable determination of such Affected Party)
     compensate  such Affected Party for such increased cost or such  reduction.
     Such written  statement  (which shall  include  calculations  in reasonable
     detail) shall, in the absence of manifest error, be rebuttably  presumptive
     evidence of the subject matter thereof.

     SECTION 6.2 Funding  Losses.  Seller  hereby agrees that upon demand by any
Affected Party (which demand shall be  accompanied by a statement  setting forth
the  basis  for the  calculations  of the  amount  being  claimed)  Seller  will
indemnify  such  Affected  Party  against  any net loss or  expense  which  such
Affected Party may sustain or incur (including, without limitation, any net loss
or expense  incurred by reason of the liquidation or reemployment of deposits or
other  funds   acquired  by  such  Affected   Party  to  fund  or  maintain  any
Participation),  as reasonably determined by such Affected Party, as a result of
(a) any  payment of any Capital or Earned  Yield  thereon on a date other than a
Settlement  Date,  or (b) any  failure  of Seller to sell any  Participation  to
Purchaser  on a date  specified  therefor in a related  Purchase  Request.  Such
written  statement  shall,  in the  absence of  manifest  error,  be  rebuttably
presumptive evidence of the subject matter thereof.


                                   ARTICLE VII

                             CONDITIONS TO PURCHASES

         The  making of any  Purchase  hereunder  is  subject  to the  following
conditions precedent:

     SECTION 7.1 Initial Purchase.  The making of the initial Purchase is, in
addition to the conditions  precedent  specified in Section 7.2,  subject to the
condition  precedent  that the Agent shall have  received all of the  following,
each duly  executed and dated the date of such Purchase (or such earlier date as
shall  be  satisfactory  to  the  Agent),  in  form  and  substance   reasonably
satisfactory to the Agent:

     7.1.1 Resolutions;  Corporate Documents. Certified copies of resolutions of
the Board of Directors of each of LINC and Seller  authorizing  or ratifying the
execution,  delivery and  performance,  respectively,  of this Agreement and the
other  Transaction  Documents to which it is a party,  together with a certified
copy of its articles or certificate of incorporation and by-laws.

     7.1.2  Consents,  Etc.  Certified  copies of all documents  evidencing  any
necessary  consents  and  governmental  approvals  (if any) with respect to this
Agreement and the other Transaction Documents.

     7.1.3  Incumbency  and  Signatures.  A  certificate  of the Secretary or an
Assistant  Secretary of each of LINC and Seller  certifying the names of officer
or officers of each of LINC and Seller authorized to sign this Agreement and the
other Transaction Documents to which it is a party.

     7.1.4 Good Standing  Certificates.  Good standing certificates for LINC and
Seller,  issued as of a recent date acceptable to the Agent by (a) the Secretary
of State of the jurisdiction of such Person's  formation,  and (b) the Secretary
of State of the  jurisdiction  where such Person's  chief  executive  office and
principal place of business are located.

     7.1.5 Search  Reports.  A written search report  provided to the Agent by a
search  service  acceptable  to  the  Agent,  listing  all  effective  financing
statements  that name Seller or LINC as debtor or assignor and that are filed in
the  jurisdictions  in which filings were made  pursuant to Section  7.1.12 with
respect to the first Purchase and in such other  jurisdictions  that Agent shall
reasonably request,  together with copies of such financing  statements (none of
which shall cover any Contract or any property or interests  therein or proceeds
of any  thereof,  unless an executed  termination  statement  therefor  has been
delivered to the Agent),  and tax and judgment lien search reports from a Person
satisfactory  to the Agent showing no evidence of such lien filed against Seller
or LINC.

     7.1.6 Fee Letter;  Payment of Fees. The Fee Letter,  together with all Fees
payable  pursuant to the Fee Letter and all costs and  expenses  due and payable
pursuant to Section 18.4, if then invoiced.

     7.1.7  Closing  Certificate.  A certificate  from an authorized  officer of
Seller as to the satisfaction of the conditions set forth in Section 7.2.1.

     7.1.8  Purchase and Sale  Agreement.  A duly executed and delivered copy of
the Purchase and Sale  Agreement of even date  herewith,  in form and  substance
reasonably  acceptable  to the Agent,  together  with  evidence  that all of the
conditions precedent set forth therein have been satisfied.

     7.1.9 Opinions of Counsel to Seller and LINC. Favorable opinions of counsel
to the Seller and LINC, substantially in the form of Exhibits B-1, B-2 and B-3.

     7.1.10  Monthly  Report.  A Monthly  Report as of the date of such  initial
Purchase.

     7.1.11  Lockbox  Agreement.  Lockbox  Agreements,  duly  executed  by LINC,
Seller,  the  Agent  and the  respective  Lockbox  Banks,  with  respect  to the
Collection Account and the Reserve Account.

     7.1.12  UCC  Filings.   Acknowledgment  copies  of  such  proper  financing
statements (Form UCC-1), filed on or prior to the date of such Purchase,  naming
(i) the  Originator  as  debtor/seller,  Seller as secured  party/purchaser  and
Purchaser as assignee, filed in the State of the Originator's principal place of
business  and  (ii)  Seller  as  debtor/seller  and  Purchaser  as  the  secured
party/purchaser filed in the State of Seller's principal place of business.

     7.1.13 Liquidity Agreement.  The Liquidity Agreement,  duly executed by the
Liquidity Banks, Purchaser and the Liquidity Agent.

     7.1.14 Prior Transaction. Evidence that the Receivables Purchase Agreement,
dated as of  December  30,  1997,  among  LINC  Receivables  Corporation,  LINC,
Purchaser and the Agent has been terminated.

     7.1.15 Other. Such other documents as the Agent may reasonably request.

     SECTION 7.2  All Purchases. The making of the initial Purchase and each
subsequent  Purchase,  are subject to the following further conditions precedent
that:

     7.2.1 No  Termination  Event,  Etc. (a) No  Termination  Event or Unmatured
Termination  Event has occurred and is continuing or will result from the making
of such Purchase or increase,  (b) the  representations and warranties of Seller
and  Servicer  contained  in Article VIII are true and correct as of the date of
such  Purchase or  increase,  with the same effect as though made on the date of
such  Purchase  or  increase  and (c) after  giving  effect to such  Purchase or
increase,  the Capital will not exceed the  Purchase  Limit and the Capital will
not exceed the Pay-Out Amount Limit.

     7.2.2.  Purchase  Request.  The Agent and  Purchaser  shall have received a
Purchase  Request for such Purchase in accordance with Section 2.3 (which may be
a facsimile  transmission of a properly  completed and executed Purchase Request
followed  on that  same day  with  actual  delivery  of the  original  thereof),
together with all items required to be delivered in connection therewith.

     7.2.3 Facility  Termination  Date. The Facility  Termination Date shall not
have occurred.

     7.2.4 Reserve Account.  The amount in the Reserve Account is at least equal
to the Required Reserve Amount, after giving effect to such Purchase.

     7.2.5 Release.  Executed  copies of releases of all liens and other Adverse
Claims of any Person in any  Contract  related to such  Purchase or the proceeds
thereof  (which  release may be specific  as to such  Contracts  related to such
Purchase or general as to all Contracts).


                                   ARTICLE VIII

                    REPRESENTATIONS AND WARRANTIES OF SELLER

     SECTION 8.1  Representations  and Warranties of Seller.  In order to induce
Purchaser  and the  Agent to  enter  into  this  Agreement  and,  in the case of
Purchaser, to make Purchases hereunder, Seller hereby represents and warrants to
the Agent and Purchaser as follows:

     SECTION  8.2  Organization  and Good  Standing,  Etc.  Seller has been duly
organized and is validly  existing as a corporation  in good standing  under the
laws  of its  state  of  incorporation,  with  power  and  authority  to own its
properties and to conduct its business as such  properties  are presently  owned
and such business is presently conducted. It is duly licensed or qualified to do
business as a foreign corporation in good standing in the jurisdiction where its
principal place of business and chief  executive  office are located and in each
other  jurisdiction in which the failure to be so licensed or qualified would be
reasonably likely to have a Material Adverse Effect.

     SECTION  8.3 Power and  Authority;  Due  Authorization.  Seller has (a) all
necessary power,  authority and legal right to (i) execute,  deliver and perform
its obligations under this Agreement and each of the other Transaction Documents
to which it is a party, and (ii) to sell Participations on the terms and subject
to the  conditions  herein  provided,  and (b) duly  authorized by all necessary
corporate  action the execution,  delivery and performance of this Agreement and
the other  Transaction  Documents  to which it is a party and such sales and the
granting of a security  interest in the  Collateral on the terms and  conditions
provided herein.

     SECTION 8.4 No Violation. The consummation of the transactions contemplated
by this Agreement and the other Transaction Documents and the fulfillment of the
terms  hereof  will not (a)  conflict  with,  result in any breach of any of the
terms and provisions of, or constitute  (with or without notice or lapse of time
or both) a default under,  (i) the  certificate of  incorporation  or by-laws of
Seller, or (ii) any indenture, loan agreement,  pooling and servicing agreement,
contract  purchase  agreement,  mortgage,  deed of trust,  or other agreement or
instrument  to which  Seller  is a party  or by  which  it or any of  their  its
properties is bound,  (b) result in or require the creation or imposition of any
Adverse  Claim  upon any of its  properties  pursuant  to the  terms of any such
indenture,  loan agreement,  pooling and servicing agreement,  contract purchase
agreement, mortgage, deed of trust, or other agreement or instrument, other than
the  Transaction  Documents,  or  (c)  violate  any  law,  rule,  or  regulation
applicable  to  Seller or any  order of any  court or of any  federal,  state or
foreign   regulatory  body,   administrative   agency,  or  other   governmental
instrumentality having jurisdiction over Seller or any of its properties,  which
violation would be reasonably likely to have a Material Adverse Effect.

     SECTION 8.5 Validity and Binding  Nature.  This Agreement is, and the other
Transaction Documents to which it is a party when duly executed and delivered by
Seller will be, the legal, valid and binding  obligation of Seller,  enforceable
in  accordance  with their  respective  terms  except as  enforceability  may be
limited by bankruptcy, insolvency, reorganization, or similar laws affecting the
enforcement of creditors' rights generally and by general  principles of equity,
regardless of whether such enforceability is considered in effect or at law.

     SECTION 8.6 Bulk Sales Act. No transaction  contemplated  by this Agreement
or any of the other Transaction  Documents requires  compliance with, or will be
subject to avoidance under, any bulk sales act or similar law.

     SECTION 8.7 Government  Approvals.  No  authorization  or approval or other
action  by,  and no notice to or filing  with,  any  governmental  authority  or
regulatory  body  required  of  Seller  for  the  due  execution,   delivery  or
performance by Seller of any Transaction Document to which it is a party remains
unobtained  or  unfilled,  other  than the UCC  filings  referred  to in Section
7.1.12.

     SECTION 8.8 Financial Condition.

     a) Seller's pro forma balance sheet as of the date hereof, certified by the
Financial  Officer,  copies  of which  have  been  furnished  to the  Agent  and
Purchaser,  fairly presents  Seller's  respective assets and liabilities at such
date.

     b) Since the date of Seller's incorporation, no event has occurred that has
had, or is reasonably likely to have, a Material Adverse Effect.

     SECTION 8.9 Margin  Regulations.  Seller is not engaged in the  business of
extending  credit for the purpose of purchasing or carrying margin stock, and no
proceeds  of any  Participation,  directly  or  indirectly,  will be used  for a
purpose that violates,  or would be  inconsistent  with,  Regulations T, U and X
promulgated by the Federal Reserve Board from time to time.

     SECTION 8.10 Quality of Title. Seller owns each Contract,  and the Contract
Assets  related  thereto,  free and clear of any Adverse  Claim  (other than any
Adverse Claim  arising  solely as the result of any action taken by the Agent or
Purchaser  and  any  interest  in  the  Equipment  by  the  Obligors  under  the
Contracts).  Seller has a first  priority  perfected  ownership  interest in the
Contracts.  All of the  filings  with  respect to  Equipment  that are  required
pursuant to the provisions of Schedule II have been made. No effective financing
statement  or other  instrument  similar in effect  covering any  Contract,  any
Contract  Asset or any  interest  therein  is on file in any  recording  office,
except for  financing  statements  that may be filed (i) in favor of  Purchaser,
(ii) in favor of Seller in  accordance  with the  Purchase  and Sale  Agreement,
(iii) in connection  with any Adverse Claim arising  solely as the result of any
action taken by Purchaser  or the Agent or (iv) in favor of the  Originator  (or
any  party  from  which it  purchased  such  Contract)  in  accordance  with the
Contract.

     SECTION  8.11  Accuracy of  Information.  All factual  written  information
heretofore  or  contemporaneously  furnished  by,  or on  behalf  of,  Seller to
Purchaser or the Agent for  purposes of or in  connection  with any  Transaction
Document  or any  transaction  contemplated  hereby or thereby is, and all other
such  factual,  written  information  hereafter  furnished  by, or on behalf of,
Seller  to  Purchaser  or  the  Agent  pursuant  to or in  connection  with  any
Transaction  Document will be, true and accurate in all material respects on the
date as of which such information is dated or certified.

     SECTION 8.12 Offices.  The principal  place of business and chief executive
office of Seller is located at the address  referred  to in Section  18.3 (or at
such other  locations,  notified to the Agent in accordance with Section 10.1.6,
in  jurisdictions   where  all  action  required  thereby  has  been  taken  and
completed).

     SECTION  8.13  Capitalization.  The  authorized  capital  stock  of  Seller
consists of one thousand  (1,000)  shares of common stock,  $0.01 par value,  of
which all are currently issued and outstanding.  All of such outstanding  shares
are validly issued, fully paid and nonassessable and are owned (beneficially and
of record), free and clear of any Adverse Claim, by LINC.

     SECTION 8.14 Trade Names.  Seller does not use any trade name other than
its actual corporate name.

     SECTION 8.15 Taxes.  Seller has filed all tax returns and reports  required
by law to have been filed by it and has paid all taxes and governmental  charges
thereby  shown to be owing,  except  any such  taxes or  charges  that are being
diligently  contested  in good faith by  appropriate  proceedings  and for which
adequate  reserves  in  accordance  with GAAP  shall  have been set aside on its
books.

     SECTION 8.16 Compliance with Applicable  Laws, etc. Seller is in compliance
with the requirements of all applicable laws, rules, regulations,  and orders of
all  governmental  authorities  (including,   without  limitation,  the  Federal
Consumer  Credit  Protection  Act,  as  amended,  Regulation  Z of the  Board of
Governors of the Federal Reserve System, as amended, laws, rules and regulations
relating to usury, truth in lending, fair credit billing, fair credit reporting,
equal credit  opportunity,  fair debt  collection  practices and privacy and all
other consumer  laws,  rules and  regulations  applicable to the  Contracts),  a
breach of any of which,  individually  or in the aggregate,  would be reasonably
likely to have a Material Adverse Effect.

     SECTION  8.17  No  Proceedings.   There  is  no  order,  judgment,  decree,
injunction,  stipulation  or  consent  order  of or  with  any  court  or  other
government  authority  which  Seller is named,  and  there is no  action,  suit,
arbitration,  or regulatory  proceeding pending, or, to the knowledge of Seller,
threatened,  nor, to the best of Seller's knowledge,  is there any investigation
pending or threatened  before or by any court,  regulatory body,  administrative
agency or other  tribunal or  governmental  instrumentality,  against Seller (A)
asserting the invalidity of this Agreement or any other Transaction  Document or
(B) seeking to prevent the consummation of any of the transactions  contemplated
by this Agreement or any other Transaction Document or (C) that, individually or
in the aggregate, is reasonably likely to have a Material Adverse Effect.

     SECTION 8.18  Investment  Company Act,  Etc.  Seller is not an  "investment
company"  within the meaning of the Investment  Company Act of 1940, as amended,
or a "holding company," or a "subsidiary  company" of a "holding company," or an
"affiliate"  of a "holding  company,"  or a  "subsidiary  company" of a "holding
company,"  within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

     SECTION 8.19 Eligible Contracts.  Each Contract included in the calculation
of the Net Portfolio  Principal  Balance as an Eligible  Contract is an Eligible
Contract on such date of calculation.


                                   ARTICLE IX

                   REPRESENTATIONS AND WARRANTIES OF SERVICER

     SECTION 9.1 Representations and Warranties of Servicer.  In order to induce
Purchaser  and the  Agent to  enter  into  this  Agreement  and,  in the case of
Purchaser, to make Purchases hereunder,  Servicer hereby represents and warrants
to the  Agent  and  Purchaser  as  follows:

     SECTION 9.2  Organization  and Good Standing,  Etc.  Servicer has been duly
organized and is validly  existing as a corporation  in good standing  under the
laws  of its  state  of  incorporation,  with  power  and  authority  to own its
properties and to conduct its business as such  properties  are presently  owned
and such business is presently conducted. It is duly licensed or qualified to do
business as a foreign corporation in good standing in the jurisdiction where its
principal place of business and chief  executive  office are located and in each
other  jurisdiction in which the failure to be so licensed or qualified would be
reasonably likely to have a Material Adverse Effect.

     SECTION 9.3 Power and Authority;  Due  Authorization.  Servicer has (a) all
necessary power,  authority and legal right to execute,  deliver and perform its
obligations under this Agreement and each of the other Transaction  Documents to
which it is a party,  and (b) duly authorized by all necessary  corporate action
the  execution,  delivery  and  performance  of this  Agreement  and  the  other
Transaction Documents to which it is a party.

     SECTION 9.4 No Violation. The consummation of the transactions contemplated
by this Agreement and the other Transaction Documents and the fulfillment of the
terms  hereof  will not (a)  conflict  with,  result in any breach of any of the
terms and provisions of, or constitute  (with or without notice or lapse of time
or both) a default under,  (i) the  certificate of  incorporation  or by-laws of
Servicer,  or  (ii)  any  indenture,  loan  agreement,   pooling  and  servicing
agreement,  contracts  purchase  agreement,  mortgage,  deed of trust,  or other
agreement or  instrument  to which  Servicer is a party or by which it or any of
its properties is bound,  (b) result in or require the creation or imposition of
any Adverse Claim upon any of its  properties  pursuant to the terms of any such
indenture, loan agreement,  pooling and servicing agreement,  contracts purchase
agreement,  mortgage,  deed of trust, or other  agreement or instrument,  or (c)
violate any law, rule, or regulation  applicable to Servicer or any order of any
court  or of any  federal,  state or  foreign  regulatory  body,  administrative
agency, or other governmental  instrumentality having jurisdiction over Servicer
or any of its properties, which in the case of clause (a) (ii), (b) or (c) would
be reasonably likely to have a Material Adverse Effect.

     SECTION 9.5 Validity and Binding  Nature.  This Agreement is, and the other
Transaction Documents to which it is a party when duly executed and delivered by
Servicer  will  be,  the  legal,  valid  and  binding  obligation  of  Servicer,
enforceable in accordance with their respective  terms except as  enforceability
may be limited  by  bankruptcy,  insolvency,  reorganization,  or  similar  laws
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
principles of equity, regardless of whether such enforceability is considered in
equity or at law.

     SECTION 9.6 Government  Approvals.  No  authorization  or approval or other
action  by,  and no notice to or filing  with,  any  governmental  authority  or
regulatory  body  required  of  Servicer  for the  due  execution,  delivery  or
performance  by  Servicer  of any  Transaction  Document  to which it is a party
remains unobtained or unfiled.

     A. SECTION 9.7 Financial Condition.

     a) Servicer's  consolidated  balance sheet as of December 31, 1998, and the
related  statements of earnings and cash flows of Servicer and its  consolidated
Subsidiaries for the fiscal year then ended,  certified by KPMG LLP, independent
certified public  accountants,  copies of which have been furnished to the Agent
and  Purchaser,  fairly  present  in  all  material  respects  the  consolidated
financial  condition,  business and operations of Servicer and its  consolidated
Subsidiaries  as at such  date and the  consolidated  results  of  operation  of
Servicer and its consolidated Subsidiaries for the period ended on such date.

     b) Since  December  31,  1998 no event  has  occurred  that has had,  or is
reasonably likely to have, a Material Adverse Effect.

     SECTION  9.8  Accuracy of  Information.  All  factual  written  information
heretofore  or  contemporaneously  furnished  by, or on behalf of,  Servicer  to
Purchaser or the Agent for  purposes of or in  connection  with any  Transaction
Document  or any  transaction  contemplated  hereby or thereby is, and all other
such factual,  written information hereafter furnished by Servicer, or on behalf
of, to Purchaser or the Agent pursuant to or in connection  with any Transaction
Document will be, true and accurate in every material  respect on the date as of
which such  information is dated or certified.  No information  contained in any
report  or  certificate  delivered  pursuant  to  this  Agreement  or any  other
Transaction Document shall be incomplete by omitting to state a material fact or
any fact  necessary to make the statements  contained  therein not misleading on
the date as of which such information is dated or certified.

     SECTION 9.9 Offices.  The principal  place of business and chief  executive
office of Servicer is located at the address  referred to in Section 18.3 (or at
such other  locations,  notified to the Agent in accordance with Section 11.1.6,
in  jurisdictions   where  all  action  required  thereby  has  been  taken  and
completed).

     SECTION 9.10 Taxes. Servicer has filed all tax returns and reports required
by law to have been filed by it and has paid all taxes and governmental  charges
thereby  shown to be owing,  except  any such  taxes or  charges  that are being
diligently  contested  in good faith by  appropriate  proceedings  and for which
adequate  reserves  in  accordance  with GAAP  shall  have been set aside on its
books.

     SECTION 9.11  Compliance with  Applicable  Laws.  Servicer is in compliance
with the requirements of all applicable laws, rules, regulations,  and orders of
all  governmental  authorities  (including,   without  limitation,  the  Federal
Consumer  Credit  Protection  Act,  as  amended,  Regulation  Z of the  Board of
Governors of the Federal Reserve System, as amended, laws, rules and regulations
relating to usury, truth in lending, fair credit billing, fair credit reporting,
equal credit  opportunity,  fair debt  collection  practices and privacy and all
other consumer  laws,  rules and  regulations  applicable to the  Contracts),  a
breach of any of which,  individually  or in the aggregate,  would be reasonably
likely to have a Material Adverse Effect.

     SECTION 9.12 No Proceedings. Except as described in Schedule 9.12, there is
no order, judgment, decree, injunction,  stipulation or consent order of or with
any court or other government authority to which Servicer is named, and there is
no action,  suit,  arbitration,  or regulatory  proceeding  pending,  or, to the
knowledge of Servicer,  threatened, nor, to the best of Servicer's knowledge, is
there any investigation pending or threatened before or by any court, regulatory
body,  administrative agency or other tribunal or governmental  instrumentality,
against  Servicer (A)  asserting the  invalidity of this  Agreement or any other
Transaction  Document or (B) seeking to prevent the  consummation  of any of the
transactions contemplated by this Agreement or any other Transaction Document or
(C) that,  individually  or in the  aggregate,  is  reasonably  likely to have a
Material Adverse Effect.

     SECTION 9.13  Investment  Company Act, Etc.  Servicer is not an "investment
company"  within the meaning of the Investment  Company Act of 1940, as amended,
or a "holding company," or a "subsidiary  company" of a "holding company," or an
"affiliate"  of a "holding  company,"  or a  "subsidiary  company" of a "holding
company,"  within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

     SECTION 9.14 Software  Programs.  Servicer  owns, or has valid and existing
licenses of or subcontracts with respect to, all software programs sufficient to
service  the  Portfolio  and produce the  Monthly  Reports,  of which  software,
licenses and  subcontracts  is either  assignable to a successor  Servicer or is
readily  available  without  undue cost.  All such  software  programs have been
certified or  contractually  guaranteed to be year 2000 compliant  (i.e. able to
differentiate between 2000 and 1900) by the software vendors.


                                   ARTICLE X

                               COVENANTS OF SELLER

     SECTION 10.1  Affirmative  Covenants of Seller.  From the date hereof until
the  first  day   following   the  Facility   Termination   Date  on  which  all
Participations  have been  reduced to zero and all  Obligations  shall have been
finally and fully paid and performed (the "Final Payoff Date"), unless Purchaser
and the Agent shall  otherwise  consent in writing  Seller hereby  covenants and
agrees with Purchaser and the Agent that:

          10.1.1  Compliance  with Laws, Etc. Seller will comply in all material
     respects with all applicable  laws,  rules,  regulations  and orders of all
     governmental  authorities  (including those which relate to the Contracts),
     except to the  extent the  failure  to so comply  would not have a Material
     Adverse Effect.

          10.1.2 Preservation of Corporate  Existence.  Seller will preserve and
     maintain its corporate existence,  rights, franchises and privileges in the
     jurisdiction of its incorporation, and qualify and remain qualified in good
     standing as a foreign  corporation in the jurisdiction  where its principal
     place of business  and its chief  executive  office are located and in each
     other  jurisdiction  where  the  failure  to  preserve  and  maintain  such
     existence,  rights, franchises,  privileges and qualifications would have a
     Material Adverse Effect.

          10.1.3  Audits.  (i) At any time and from time to time during  regular
     business hours upon reasonable prior notice (provided that if a Termination
     Event or Unmatured Termination Event shall have occurred and be continuing,
     no notice shall be required),  Seller will permit the Agent,  or its agents
     or representatives (A) to examine and make copies of and abstracts from all
     books, records and documents (including, without limitation, computer tapes
     and disks) in  possession  or under the  control of Seller  relating to the
     Contracts,  and (B) to visit the offices and  properties  of Seller for the
     purpose of examining such materials  described in clause (i)(A) next above,
     and to  discuss  matters  relating  to  the  Contracts  or the  performance
     hereunder with any of the officers or employees of Seller having  knowledge
     of such matters,  and (ii) without limiting the foregoing clause (i) above,
     from time to time on request of the Agent,  Seller  will  permit  certified
     public accountants or other auditors reasonably  acceptable to the Agent to
     conduct,  at Seller's  expense  (provided  that, so long as no  Termination
     Event or Unmatured Termination Event has occurred and is continuing, Seller
     shall only be responsible for the expense of one such audit in any calendar
     year),  a  review  of  Seller's  books  and  records  with  respect  to the
     Contracts,  and all other documents related thereto.

          10.1.4 Keeping of Records and Books of Account. Seller will keep books
     and records  that  accurately  reflect in all  material  respects  Seller's
     business affairs and transactions.

          10.1.5  Performance and Compliance with Contracts.  Seller will timely
     and fully  perform  and comply  with all  provisions,  covenants  and other
     promises  required to be observed by it under the  Contracts  and all other
     agreements  related  to such  Contracts,  unless  Seller is  disputing  the
     applicability of any such provision,  covenant or promise in good faith and
     except to the  extent  that  failure to comply  therewith  would not have a
     Material Adverse Effect.

          10.1.6  Location of Records.  Seller will keep its principal  place of
     business and chief executive  office at the address  referred to in Section
     8.12 or, upon 30 days'  prior  written  notice to the Agent,  at such other
     locations  in  jurisdictions  in the  continental  United  States where all
     action  required  to  maintain  the  Purchaser's  perfected  ownership  and
     security  interest  pursuant  to  Section  17.1  shall  have been taken and
     completed  or  shall  be so taken  and  completed  prior to the loss of any
     perfection thereof arising from such relocation.

          10.1.7 Separate Corporate  Existence.  Seller hereby acknowledges that
     Purchaser and the Agent are entering into the transactions  contemplated by
     this  Agreement  and the  other  Transaction  Documents  in  reliance  upon
     Seller's identity as a legal entity separate from LINC. Therefore, from and
     after the date hereof,  Seller shall take all reasonable steps specifically
     required  by this  Agreement  to continue  Seller's  identity as a separate
     legal  entity and to make it  apparent to third  Persons  that Seller is an
     entity  with  assets and  liabilities  distinct  from those of LINC and any
     other Person,  and is not a division of LINC or any other  Person.  Without
     limiting the generality of the foregoing, Seller shall take such actions as
     shall be required in order that:

               a) Seller will be a limited  purpose  corporation  whose  primary
          activities  are  restricted in its  certificate  of  incorporation  to
          acquiring  retail  installment  contracts and leases,  and the related
          equipment from the Originator, entering into this Agreement to finance
          such  purchases  and  conducting  such  other  activities  as it deems
          necessary or appropriate to carry out its primary activities;

               b) Not less than one member of Seller's  Board of Directors  (the
          "Independent  Director")  shall be an individual  who is not a direct,
          indirect  or  beneficial  stockholder,  officer,  director,  employee,
          customer  or  supplier  of LINC or any of its  Affiliates  (other than
          Seller and other special purpose,  "bankruptcy remote"  corporations).
          The  Certificate  of  Incorporation  of Seller shall  provide that (i)
          Seller's  Board of  Directors  shall  not  approve,  or take any other
          action to cause the  filing of, a  voluntary  bankruptcy  petition  or
          dissolution  proceeding with respect to Seller unless all of the Board
          of Director's,  including the Independent Director,  shall approve the
          taking of such  action in writing  prior to the taking of such  action
          and (ii) such  provision  cannot be amended  without the prior written
          consent of the Independent Director;

               c) The  Independent  Director  shall  not at any time  serve as a
          trustee in bankruptcy for Seller, LINC or any Affiliate thereof;

               d)  Any   employee,   consultant  or  agent  of  Seller  will  be
          compensated  from funds of Seller  for  services  provided  to Seller.
          Seller will engage no agents other than a Servicer for the  Contracts,
          which Servicer will be fully compensated for its services to Seller by
          payment of the Servicing Fee, and attorneys and accountants,  who will
          be compensated  from funds of Seller,  and other than LINC pursuant to
          the Operating  Agreement,  provided that LINC shall pay the attorneys'
          fees and disbursements incurred in connection with the initial closing
          of the transactions contemplated hereby;

               e) Seller  will not  incur  any  material  indirect  or  overhead
          expenses  for  items  shared  between  Seller  and LINC (or any  other
          Affiliate thereof), except as set forth in the Operating Agreement. To
          the  extent,  if any,  that  Seller  and LINC (or any other  Affiliate
          thereof)  share items of expenses  such as legal,  auditing  and other
          professional  services,  such expenses will be allocated to the extent
          practical  on  the  basis  of  actual  use or the  value  of  services
          rendered,  and otherwise on a basis  reasonably  related to the actual
          use or the value of services  rendered,  it being understood that LINC
          shall  pay all  expenses  relating  to the  preparation,  negotiation,
          execution  and  delivery  of  the  Transaction  Documents,  including,
          without limitation, legal, commitment, agency and other up-front fees;

               f) Seller's  operating  expenses  will not be paid by LINC or any
          other Affiliate  thereof,  except as permitted under the terms of this
          Agreement or otherwise consented to by the Agent and Purchaser;

               g) Seller will have its own stationery;



<PAGE>


               h) Seller's books and records will be maintained  separately from
          those of LINC and any other Affiliate thereof;

               i) All  audited  financial  statements  of LINC or any  Affiliate
          thereof that are  consolidated to include Seller will contain detailed
          notes  clearly  stating  that (A) all of Seller's  assets are owned by
          Seller,  and (B) Seller is a separate  corporate entity with creditors
          who have  received  ownership  and/or  security  interests in Seller's
          assets;

               j)  Seller's   assets  will  be   maintained  in  a  manner  that
          facilitates their identification and segregation from those of LINC or
          any Affiliate thereof;

               k) Seller will  strictly  observe  corporate  formalities  in its
          dealings with LINC or any Affiliate thereof, and funds or other assets
          of Seller will not be  commingled  with those of LINC or any Affiliate
          thereof (other than in connection  with LINC's role as Servicer to the
          extent  permitted  hereby).  Seller  shall  not  maintain  joint  bank
          accounts or other  depository  accounts to which LINC or any Affiliate
          thereof has independent access, except as Servicer hereunder.  None of
          Seller's  funds  will at any time be pooled  with any funds of LINC or
          any Affiliate thereof,  except for Collections to the extent permitted
          by this Agreement;

               l)  Seller  shall  pay to LINC  (or any  Affiliate  thereof)  the
          marginal  increase  (or, in the absence of such  increase,  the market
          amount of its portion of) in the premium  payable  with respect to any
          insurance  policy  that  covers  Seller  and  LINC  (or any  Affiliate
          thereof),  but Seller shall not,  directly or indirectly,  be named or
          enter  into an  agreement  to be  named,  as a  direct  or  contingent
          beneficiary or loss payee under any such insurance policy with respect
          to any amounts  payable due to  occurrences  or events related to LINC
          (or any Affiliate thereof); and

               m) Seller will maintain arm's-length relationships with LINC (and
          any Affiliate  thereof).  Any Person,  including Seller's  Affiliates,
          that  renders  or  otherwise  furnishes  services  to  Seller  will be
          compensated  by Seller at market rates for such services it renders or
          otherwise furnishes to Seller. Neither Seller nor LINC will be or will
          hold  itself out to be  responsible  for the debts of the other or the
          decisions or actions  respecting the daily business and affairs of the
          other.

     10.1.8  Reporting  Requirements  of Seller.  Until the Final  Payoff  Date,
Seller  will  furnish  to  the  Agent  and  Purchaser:

          a) Quarterly  Financial  Statements.  As soon as available  and in any
     event  within  45 days  after  the end of each of the  first  three  Fiscal
     Quarters of each fiscal year of Seller, (i) copies of the unaudited balance
     sheet  of  Seller,  as at the end of such  Fiscal  Quarter,  together  with
     unaudited statements of earnings for such Fiscal Quarter and for the period
     commencing  at the end of the previous  Fiscal Year and ending with the end
     of  such  Fiscal  Quarter,   certified  by  the  chief  financial  officer,
     treasurer,  assistant  treasurer or chief accounting  officer (such officer
     being herein  called the  "Financial  Officer") of Seller and (ii) a letter
     from the Financial Officer of Seller certifying whether a Termination Event
     or an Unmatured Termination Event has occurred and is continuing;

          b) Annual Financial Statements.  As soon as available and in any event
     within 90 days after the end of each Fiscal  Year of each of Seller,  (i) a
     copy of the unaudited balance sheet of Seller, as at the end of such Fiscal
     Year  together  with the related  statements of earnings and cash flows for
     such Fiscal Year,  certified by the Financial Officer of Seller, and (ii) a
     letter  from  the  Financial  Officer  of  Seller   certifying   whether  a
     Termination  Event or an  Unmatured  Termination  Event has occurred and is
     continuing;

          c) ERISA.  Promptly after receiving notice of any Reportable Event (as
     defined in Title IV of ERISA)  with  respect  to Seller  (or any  Affiliate
     thereof), a copy of such notice;

          d)  Proceedings.  As soon as possible  and in any event  within  three
     Business Days after Seller  receives  notice  thereof,  any  settlement of,
     material  judgment  (including  a  material  judgment  with  respect to the
     liability  phase of a  bifurcated  trial) in or  commencement  of any labor
     controversy,  litigation,  action or  proceeding  of the type  described in
     Section  8.17,  notice  thereof and, upon the Agent's  reasonable  request,
     copies of all  non-confidential  or non-privileged  documentation  relating
     thereto;

          e) Litigation. As soon as possible, and in any event within three days
     of Seller's knowledge thereof, notice of (i) any litigation,  investigation
     or  proceeding  of the type  described  in  Schedule  8.17  not  previously
     disclosed to the Agent,  and (ii) any material  adverse  development in any
     previously disclosed litigation, investigation or proceeding;

          f) Notice of Material  Events.  Promptly after becoming aware thereof,
     notice of any other event or circumstance that, in the reasonable  judgment
     of Seller, is likely to have a Material Adverse Effect;

          g) Termination  Events.  As soon as possible,  and in any event within
     three  Business  Days after the  occurrence  of each  Termination  Event or
     Unmatured  Termination  Event, a written statement of the Financial Officer
     of Seller  setting  forth  details of such event and the action that Seller
     proposes to take with respect thereto; and

          h)  Other.  Promptly,  from  time to  time,  such  other  information,
     documents,  records or reports respecting the Collateral, the Contracts, or
     the condition or operations, financial or otherwise, of Seller as the Agent
     may from time to time reasonably  request in order to protect the interests
     of the Agent or Purchaser under or as contemplated by this Agreement or the
     other Transaction Documents.

     10.1.9 Use of Proceeds. Seller shall use the proceeds of the Purchases made
hereunder  solely to fund the purchase  price for the Contracts  purchased  from
LINC pursuant to the Purchase and Sale Agreement.

     10.1.10  Collections.  Seller will  promptly  (and in any event  within two
Business Days of receipt) remit to the Collection  Account all  Collections,  if
any, received directly by Seller from the Obligors.

     10.1.11  Liquidity  Fundings.  In the event that all or any  portion of the
Capital is funded  pursuant to the  Liquidity  Agreement,  at the request of the
Agent,  Seller will use its best efforts to promptly arrange a sale or financing
of the Portfolio pursuant to a transaction that will provide sufficient funds to
pay the outstanding  Capital, the Earned Yield thereon and all other amounts due
to the Purchaser and the Agent under this Agreement.

     10.1.12  Purchase  and Sale  Agreement.  Seller will enforce its rights and
claims against the Originator  under the Purchase and Sale Agreement in a timely
manner.

     SECTION 10.2 Negative  Covenants of Seller.  From the date hereof until the
Final Payoff Date,  unless  Purchaser and the Agent shall  otherwise  consent in
writing, Seller shall perform its Obligations under this Section 10.2.

     10.2.1 Sales,  Liens,  Etc. Except pursuant to, or as contemplated  by, the
Transaction  Documents,  Seller shall not sell,  assign (by  operation of law or
otherwise) or otherwise  dispose of, or create or suffer to exist voluntarily or
involuntarily  any  Adverse  Claims  upon or with  respect to any of its assets,
including,  without limitation, the Portfolio, any interest therein or any right
to receive any amount from or in respect thereof.

     10.2.2 Mergers, Acquisitions, Sales, Subsidiaries, etc. Seller shall not:

          (i)  be a  party  to any  merger  or  consolidation,  or  directly  or
     indirectly  purchase or otherwise  acquire all or substantially  all of the
     assets or any stock of any class of, or any  partnership  or joint  venture
     interest in, any other Person, or sell, transfer,  assign,  convey or lease
     any of its  property  and  assets  (or any  interest  therein)  other  than
     pursuant to, or as contemplated by, this Agreement;

          (ii)  make,  incur  or  suffer  to  exist  an  investment  in,  equity
     contribution  to, loan or advance to, or payment  obligation  in respect of
     the deferred  purchase price of property from, any other Person (other than
     Permitted Investments); or

          (iii) create any direct or indirect  Subsidiary  or otherwise  acquire
     direct or indirect ownership of any equity interests in any other Person.

     10.23 Restricted Payments.

          a) Seller shall not (i) declare,  pay or make any Dividend (other than
     dividends  or  distributions  payable in its common  stock or  split-ups or
     reclassifications  of its  stock  into  additional  or other  shares of its
     common  stock) or (ii)  apply any of its funds,  property  or assets to the
     purchase,  redemption,  sinking fund or other  retirement of, any shares of
     any class of capital  stock (now or hereafter  outstanding)  of Seller,  or
     warrants,  options or other  rights with respect to any shares of any class
     of capital stock (now or hereafter outstanding) of Seller or (iii) make any
     loan or other advance to any shareholder; and

          b) Seller will not make any deposit for any of the foregoing purposes;
     except that  Seller may  declare,  pay or make  Dividends  if,  immediately
     before and after giving effect to any proposed action  described above, (i)
     no Termination Event or Unmatured Termination Event shall have occurred and
     be  continuing  and (ii) the  Tangible Net Worth of Seller is not less than
     $1,000,000.

     10.2.4 Amendments to Certain Documents.

          (a)  Seller  shall  not  amend,  supplement,  amend  and  restate,  or
     otherwise  modify or agree to any waiver of any provision  contained in any
     Transaction  Document or Seller's  certificate of incorporation or by-laws,
     except  in  accordance  with the  terms  of such  document,  instrument  or
     agreement  and with the prior written  consent of the Agent and  Purchaser;
     and

          b) Except for the Transaction Documents,  Seller shall not enter into,
     execute  and  deliver,   or  otherwise   become  bound  by  any  agreement,
     instrument,  document  or other  arrangement  that  restricts  its right to
     amend,  supplement,  amend and restate or otherwise modify, or to extend or
     renew, or to waive any right under, this Agreement or any other Transaction
     Document.

     10.2.5  Incurrence of Indebtedness;  Other  Transactions.  Seller shall not
create,  incur or permit to exist any Indebtedness,  except for indebtedness and
liabilities  incurred pursuant to the Transaction  Documents (including Interest
Rate Swaps) and normal trade  payables  incurred in the  ordinary  course of its
business that do not exceed  $4,500 in the  aggregate at any time.  Seller shall
not be a party to any  securitization  or  other  financing  arrangement  except
pursuant to the Transaction Documents.

     10.2.6  Deposits to the  Collection  Account.  Seller  shall not deposit or
otherwise  credit,  or cause or permit to be so  deposited  or  credited  by any
Person,  to the Collection  Account cash or cash proceeds other than Collections
with respect to the Contracts or proceeds of the  Collateral  and payments under
Interest Rate Swaps.

     10.2.7 Change in Business  Policy.  Seller shall not make any change in the
character  of its  business  which  would  impair in any  material  respect  the
collectibility of any Contract.

     10.2.8 Amendments to Contracts. Seller shall not amend, modify or waive any
provision of any Contract except as permitted by Section 13.2(b).


                                   ARTICLE XI

                              COVENANTS OF SERVICER

     SECTION 11.1 Affirmative Covenants of Servicer.  From the date hereof until
the Final Payoff  Date,  unless  Purchaser  and the Agent  otherwise  consent in
writing,  Servicer hereby covenants and agrees with Purchaser and the Agent that
it shall:

     11.1.1  Compliance with Laws, Etc. Comply in all material respects with all
applicable laws, rules,  regulations and orders of all governmental  authorities
(including those which relate to the Contracts) except to the extent the failure
to so comply would not have a Material Adverse Effect.

     11.1.2  Preservation  of  Corporate  Existence.  Preserve  and maintain its
corporate  existence,  rights,  franchises and privileges in the jurisdiction of
its  incorporation,  and  qualify  and remain  qualified  in good  standing as a
foreign  corporation in the  jurisdiction  where its principal place of business
and its chief executive office are located and in each other  jurisdiction where
the  failure to  preserve  and  maintain  such  existence,  rights,  franchises,
privileges and qualifications would have a Material Adverse Effect.

     11.1.3  Audits.  (i) At any  time  and  from  time to time  during  regular
business  hours upon  reasonable  prior notice  (provided  that if a Termination
Event or Unmatured  Termination Event shall have occurred and be continuing,  no
notice shall be required),  permit the Agent,  or its agents or  representatives
(A) to examine  and make  copies of and  abstracts  from all books,  records and
documents  (including,   without  limitation,   computer  tapes  and  disks)  in
possession or under the control of Servicer  relating to the Contracts,  and (B)
to visit the offices and  properties  of Servicer  for the purpose of  examining
such  materials  described in clause (i)(A) next above,  and to discuss  matters
relating to the Contracts or the performance  hereunder with any of the officers
or employees of Servicer  having  knowledge  of such  matters,  and (ii) without
limiting  the  foregoing  clause (i) above,  from time to time on request of the
Agent,   permit  certified  public  accountants  or  other  auditors  reasonably
acceptable to the Agent to conduct,  at Servicer's  expense  (provided  that, so
long as no Termination Event or Unmatured  Termination Event has occurred and is
continuing, Servicer shall only be responsible for the expense of one such audit
in any calendar year), a review of Servicer's  books and records with respect to
the Contracts and all other documents related thereto.

     11.1.4 Keeping of Records and Books of Account. Keep books and records that
accurately  reflect in all material  respects  Servicer's  business  affairs and
transactions, and maintain and implement administrative and operating procedures
(including,  without limitation,  an ability to re-create records evidencing the
Contracts in the event of the destruction of the originals thereof) and keep and
maintain  all  documents,   books,  records  and  other  information  reasonably
necessary or advisable for the collection of all Contracts.

     11.1.5 Performance and Compliance with Contracts.  Timely and fully perform
and comply with all material  provisions,  covenants and other promises required
to be observed by it under the  Contracts  and all other  agreements  related to
such  Contracts,  unless  Servicer is disputing  the  applicability  of any such
provision,  covenant  or promise in good faith and except to the extent that the
failure to comply therewith would not have a Material Adverse Effect.

     11.1.6 Location of Records.  Keep its principal place of business and chief
executive  office at the  address  referred  to in Section 9.9 or, upon 30 days'
prior written notice to the Agent, at such other locations in  jurisdictions  in
the  continental  United  States  where all  action  required  to  maintain  the
Purchaser's  perfected  ownership and security interest pursuant to Section 17.1
shall have been taken and completed or shall be so taken and completed  prior to
the  loss  of  any  perfection  thereof  arising  from  such  relocation.  Cause
appropriate  Form  UCC-3  financing  statements  reflecting  the  release of the
related  Contracts  and Contract  Assets from (i) the lien in favor of the agent
under the Third Amended and Restated Loan Agreement,  dated as of July 22, 1997,
among LINC,  Connor  Capital  Corporation,  the banks from time to time  parties
thereto  and  Fleet,  as  agent,  and (ii) any other  liens of  record  that may
hereafter  exist to be filed  promptly (but in any event within 5 Business Days)
after each Purchase  with the  Secretary of State of Illinois,  provided that if
Servicer has caused a Form UCC-3 partial  release to be filed with the Secretary
of State of Illinois  evidencing  the release of Contracts  and Contract  Assets
generally,  which partial  release is in form  satisfactory  to the Agent,  such
filing  shall  satisfy  the  requirements  set  forth in this  sentence  for all
Purchases.

     11.1.7  Credit  Policy.  Comply in all  material  respects  with the Credit
Policy in regard to each Contract.

     11.1.8  Reporting  Requirements  of  Servicer.  Furnish  to the  Agent  and
Purchaser:

          a) Quarterly  Financial  Statements.  As soon as available  and in any
     event  within  45 days  after  the end of each of the  first  three  Fiscal
     Quarters  of each  fiscal  year of  Servicer,  (i) copies of the  unaudited
     consolidated  balance sheet of Servicer and its consolidated  Subsidiaries,
     as at the end of such Fiscal Quarter, together with unaudited statements of
     earnings for such Fiscal  Quarter and for the period  commencing at the end
     of the previous Fiscal Year and ending with the end of such Fiscal Quarter,
     certified  by a Financial  Officer of  Servicer  and (ii) a letter from the
     Financial  Officer of Servicer  certifying that neither a Termination Event
     nor an Unmatured  Termination  Event nor a Servicer  Termination  Event has
     occurred and is continuing;

          b) Annual Financial Statements.  As soon as available and in any event
     within 90 days after the end of each Fiscal Year of Servicer, a copy of the
     annual audit  report for such Fiscal Year of Servicer,  including a copy of
     the   consolidated   balance   sheet  of  Servicer  and  its   consolidated
     Subsidiaries,  as at the end of such Fiscal Year  together with the related
     statements  of earnings and cash flows for such Fiscal  Year,  certified by
     KPMG LLP or other independent public accountants  reasonably  acceptable to
     the Agent and Purchaser,  and a certificate  from such  accountant  stating
     that, relying (without  independent  verification) upon internal management
     reports,  they have  reviewed  and  independently  computed for each Fiscal
     Quarter during such Fiscal Year,  compliance  with the Pay-Out Amount Limit
     as of the last Business Day in the final calendar month in such Fiscal Year
     and as of the last Business Day in one randomly  selected calendar month in
     such Fiscal Year and have compared their  calculations of the Net Portfolio
     Principal  Balance  with the  corresponding  Monthly  Reports  and  stating
     whether such  computations  indicate that such Monthly  Reports  accurately
     reflected  the  Net  Portfolio  Principal  Balance  as  of  the  respective
     applicable dates;

          c) Monthly  Reports.  On or before the day that is two  Business  Days
     prior to each  Settlement  Date,  Servicer shall prepare and deliver to the
     Agent and  Purchaser a report (a "Monthly  Report"),  substantially  in the
     form of the form of monthly  report  approved by the  Purchaser  and Agent,
     setting  forth  a  calculation  of  the  Net  Portfolio  Principal  Balance
     (together  with  such  other  information  set  forth  therein)  as of such
     Month-End Date, signed by a Financial Officer of Servicer;

          d) Weekly  Calculation.  On or before  the  Friday of each week (or if
     such day is not a Business Day, the  immediately  preceding  Business Day),
     Servicer shall prepare and deliver to the Agent and Purchaser a calculation
     to determine whether a Hedge Trigger Event has occurred;

          e) ERISA.  Promptly after receiving notice of any Reportable Event (as
     defined in Title IV of ERISA) with  respect to Servicer  (or any  Affiliate
     thereof), a copy of such notice;

          f)  Proceedings.  As soon as possible  and in any event  within  three
     Business Days after Servicer  receives notice  thereof,  any settlement of,
     material  judgment  (including  a  material  judgment  with  respect to the
     liability  phase of a  bifurcated  trial) in or  commencement  of any labor
     controversy,  litigation,  action or  proceeding  of the type  described in
     Section  9.12,  notice  thereof and, upon the Agent's  reasonable  request,
     copies of all  non-confidential  or non-privileged  documentation  relating
     thereto;

          g) Litigation. As soon as possible, and in any event within three days
     of   Servicer's   knowledge   thereof,   notice  of  (i)  any   litigation,
     investigation  or  proceeding  of the type  described in Schedule  9.12 not
     previously   disclosed  to  the  Agent,   and  (ii)  any  material  adverse
     development  in  any  previously  disclosed  litigation,  investigation  or
     proceeding;

          h) SEC and Other  Reports.  Within 30 days after the sending or filing
     thereof,  copies of all reports that Servicer or any of its Subsidiaries is
     required  (by  any  regulatory  agency)  to  send  to  its  securityholders
     generally, and all reports and registration statements that Servicer or any
     of its  Subsidiaries  files with the Securities and Exchange  Commission or
     any national securities exchange;

          i) Notice of Material  Events.  Promptly after becoming aware thereof,
     notice of any Hedge  Trigger Event and any event or  circumstance  that, in
     the reasonable  judgment of Servicer,  is likely to have a Material Adverse
     Effect;

          j) Termination  Events.  As soon as possible,  and in any event within
     three  Business  Days after the  occurrence  of each  Servicer  Termination
     Event,   Termination  Event  or  Unmatured  Termination  Event,  a  written
     statement of the  Financial  Officer of Servicer  setting  forth details of
     such event and the  action  that  Servicer  proposes  to take with  respect
     thereto; and

          k)  Other.  Promptly,  from  time to  time,  such  other  information,
     documents,  records or reports respecting the Collateral, the Contracts, or
     the condition or  operations,  financial or  otherwise,  of Servicer as the
     Agent may from time to time  reasonably  request  in order to  protect  the
     interests  of the  Agent  or  Purchaser  under or as  contemplated  by this
     Agreement or the other Transaction Documents.

     11.1.9 Collections. (a) Promptly (and in any event within two Business Days
of receipt) remit to the Collection  Account all Collections,  if any,  received
directly by Servicer from the Obligors;

          (b) Cause all  Collections  of Contracts to be deposited into accounts
     that are free and clear of all liens or security  interests in favor of any
     Person other than Purchaser (or the Agent on its behalf),  unless such lien
     or security interest has been released; and

          (c) With  respect to all  accounts  established  after the date hereof
     into  which  Collections  will be  deposited,  cause the bank at which such
     account is  located  to waive any right of set-off  such bank may have with
     respect to such account, except for set-off for customary fees and returned
     items.

     SECTION 11.2 Negative Covenants of Servicer. From the date hereof until the
Final Payoff Date,  unless  Purchaser and the Agent shall  otherwise  consent in
writing, Servicer shall perform its Obligations under this Section 11.2.

     11.2.1 Mergers, Acquisitions,  Sales, Subsidiaries, etc. Servicer shall not
be a party to any merger or consolidation, or directly or indirectly purchase or
otherwise  acquire  all or  substantially  all of the assets or any stock of any
class of, or any partnership or joint venture interest in, any other Person,  or
sell, transfer,  assign,  convey or lease any of its property and assets (or any
interest  therein) other than pursuant to, or as  contemplated  by, the Purchase
and Sale  Agreement,  unless (i) Servicer is the surviving  corporation,  or the
surviving  entity as a Person organized under the jurisdiction of a state of the
United States and expressly  assumes all of  Servicer's  obligations  under this
Agreement  and  the  other  Transaction   Documents  pursuant  to  an  agreement
reasonably satisfactory to the Agent, (ii) the tangible net worth of survivor is
not less than the  tangible  net  worth of  Servicer  immediately  prior to such
transaction,  (iii) Servicer remains in substantially  the same business that it
was in on the date hereof,  (iv) no  Termination  Event or Servicer  Termination
Event has occurred and is  continuing,  or would result  therefrom,  and (v) the
Agent  reasonably  determines  that such  transaction  will not have a  Material
Adverse Effect.

     11.2.2  Deposits to the Collection  Account.  Servicer shall not deposit or
otherwise  credit,  or cause or permit to be so  deposited  or  credited  by any
Person,  to the Collection  Account cash or cash proceeds other than Collections
with respect to the  Contracts,  proceeds of the  Collateral  and payments under
Interest Rate Swaps.

     11.2.3  Change in Business or Credit  Policy.  Servicer  shall not make any
change in the  character  of its  business or in the Credit  Policy  which would
impair in any material respect the  collectibility  of a significant  portion of
the Contracts.

     11.2.4  Amendment of Contracts.  Servicer shall not amend,  modify or waive
any provision of any Contract except in accordance with Section 13.2(b).


                                   ARTICLE XII

                  TERMINATION EVENTS AND THEIR EFFECT; REMEDIES

     A. SECTION 12.1 Termination  Events. Each of the following shall constitute
a Termination Event under this Agreement:

     12.1.1  Non-Payment,  Etc. Seller shall fail to make any payment or deposit
to be made by it hereunder when due.

     12.1.2  Non-Compliance with Other Provisions.  Seller shall fail to perform
or observe  in any  material  respect  any other  term,  covenant  or  agreement
contained in this Agreement, or any other Transaction Document on its part to be
performed  or observed  and any such failure  shall  remain  unremedied  for ten
Business Days after knowledge thereof or after written notice thereof shall have
been given by the Agent or Purchaser to Seller.

     12.1.3 Breach of  Representations  and Warranties.  Any  representation  or
warranty  of Seller made or deemed to have been made  hereunder  or in any other
Transaction  Document or any other  writing or  certificate  furnished  by or on
behalf of Seller to the Agent or Purchaser for purposes of or in connection with
this Agreement or any other  Transaction  Document  (including any  certificates
delivered  pursuant to Section 11.1.8(a) or (b) and any Monthly Report delivered
pursuant to Section  11.1.8(c))  shall prove to have been false or  incorrect in
any  material  respect  when made or  deemed  to have  been  made  and,  if such
circumstance is capable of cure, it shall continue to be incorrect for more than
ten  Business  Days after  knowledge  thereof or written  notice shall have been
given by the Agent or Purchaser to Seller;  provided that if such representation
or warranty  relates to a Contract that is  repurchased  by Seller in accordance
with this  Agreement,  then such  inaccuracy  shall not constitute a Termination
Event.

     12.1.4 Non-Payment of Other Indebtedness, etc. A default shall occur in the
payment of  principal  when due of any  Indebtedness  of LINC or any  Subsidiary
thereof  having a principal  amount in excess of  $1,000,000,  and such  default
continues  after the  expiration of any  applicable  grace period,  or any other
default shall occur with respect to such  Indebtedness  and shall continue after
the applicable  grace period,  if any, if the effect of such default is to cause
or permit,  if  unremedied,  uncured or unwaived,  the holder or trustee of such
indebtedness to accelerate the maturity of any such  indebtedness  (including by
way of  any  consensual  re-scheduling  of  principal  payments),  or  any  such
Indebtedness  shall be  declared to be due and payable or required to be prepaid
(other than by regularly  scheduled  required  prepayments)  prior to the stated
maturity thereof.

     12.1.5 Bankruptcy.  An Event of Bankruptcy shall have occurred and remained
continuing with respect to Seller.

     12.1.6 Purchase and Sale Termination Event. A Purchase and Sale Termination
Event shall have occurred and be continuing.

     12.1.7  Ratio.  The  average  of  the  Delinquency  Ratios  for  any  three
consecutive calendar months exceeds 8%.

     12.1.8 Material  Adverse  Effect.  The warranty in Section 8.8(b) or 9.7(b)
shall not be true at any time.

     12.1.9.  Tax Liens;  ERISA Liens.  The Internal  Revenue Service shall file
notice of a lien  pursuant to Section  6323 of the  Internal  Revenue  Code with
regard  to any of the  assets  of  Seller,  and such  lien  shall  not have been
released within 5 days, or the Pension Benefit Guaranty  Corporation  shall file
notice of a lien  pursuant  to Section  4068 of ERISA with  regard to any of the
assets of Seller.

     12.1.10 Validity of Transaction Documents. (a) Any Transaction Document, or
any lien or security  interest granted  thereunder,  shall (except in accordance
with its terms), in whole or in part, terminate,  cease to be effective or cease
to be the legally valid,  binding and enforceable  obligation of Seller or LINC,
(b) Seller or any other party to the Transaction  Documents  shall,  directly or
indirectly,  contest in any manner such effectiveness,  validity, binding nature
or enforceability,  or (c) any Participation,  or any security interest securing
any  Obligation,  shall,  in  whole or in part,  cease to be a  perfected  first
priority  ownership or security  interest;  provided that if any such  cessation
relates to a Contract  repurchased by Seller in accordance  with this Agreement,
such event shall not result in a Termination Event.

     12.1.11 Change in Control. A Change in Control shall have occurred.

     12.1.12  Servicer  Termination  Event. A Servicer  Termination  Event shall
occur and be continuing.

     12.1.13 Pay-Out Amount Limit. The Capital exceeds the Pay-Out Amount Limit.

     SECTION 12.2  Effect of Termination Event.

          a) Optional  Termination.  Upon the occurrence of a Termination  Event
     (other than a Termination  Event  described in Section  12.1.5),  the Agent
     may, and at the request of Purchaser  shall,  by notice to Seller,  declare
     the Facility Termination Date to have occurred.

          b) Automatic  Termination.  Upon the occurrence of a Termination Event
     described in Section 12.1.5, the Facility  Termination Date shall be deemed
     to have occurred automatically upon the occurrence of such event.

          c) Additional  Remedies.  Upon the occurrence of a Termination  Event,
     the Agent and Purchaser, in addition to all other rights and remedies under
     this  Agreement  or  otherwise,  shall have all other  rights and  remedies
     provided  under the UCC and other  applicable  laws,  which rights shall be
     cumulative.  Without limiting the foregoing or the general applicability of
     Article XII hereof,  (i) the  occurrence of a  Termination  Event shall not
     deny  Purchaser  any remedy in addition to  termination  of the Facility to
     which Purchaser may be otherwise appropriately entitled,  whether at law or
     in equity,  and (ii) Purchaser may elect to assign any Participation  owned
     by Purchaser to an assignee  following the  occurrence  of any  Termination
     Event.


                                  ARTICLE XIII

                                  THE SERVICER

     SECTION 13.1 LINC as Initial  Servicer.  Initial  Servicer.  The servicing,
administering  and collection of the Contracts  shall be conducted by the Person
designated from time to time as Servicer  hereunder (the "Servicer").  Until the
Agent gives notice to the Servicer (the "Successor Notice"), which notice may be
given at any time by the Agent after and during the  continuation  of a Servicer
Termination  Event,  LINC is hereby  designated as, and hereby agrees to perform
the duties and obligations of, the Servicer pursuant to the terms hereof and the
other Transaction Documents.

     b) Successor Notice. Upon LINC's receipt of a Successor Notice, LINC agrees
that it will terminate its activities as Servicer hereunder in a manner so as to
facilitate  the  transition  of the  performance  of such  activities to the new
Servicer,  and the Agent (or its  designee)  shall assume each and all of LINC's
obligations hereunder to service and administer the Contracts,  on the terms and
subject to the  conditions  herein  set forth and LINC shall use its  reasonable
efforts to assist the Agent (or its designee) in assuming such obligations.

     c)  Subcontracts.  Servicer,  with the  prior  consent  of the  Agent,  may
subcontract with any other Person for servicing, administering or collecting the
Collateral,  provided  that  Servicer  may,  without  the  consent of the Agent,
subcontract  with any Person from whom it acquired a portfolio of Contracts  (or
an Affiliate of such Person) for servicing, administering and/or collecting such
Contracts,  so long as such  Person is  required  to turn over to  Servicer  all
Collections  received  by such  Person  within  two  Business  Days of  receipt;
provided,  further that Servicer shall remain liable for the  performance of the
duties and  obligations  of Servicer  pursuant to the terms hereof and that such
subcontract  may be terminated  upon the  appointment of any successor  Servicer
hereunder.

     SECTION  13.2 Duties of  Servicer.  Appointment;  General  Duties.  Each of
Seller,  Purchaser and the Agent hereby appoints as its agent, the Servicer,  as
from time to time designated pursuant to Section 13.1, to enforce its rights and
interests in and under the  Contracts.  The  Servicer  shall take or cause to be
taken all such actions as may be necessary or advisable to collect each Contract
from time to time,  all in accordance in all material  respects with  applicable
laws,  rules  and  regulations,  with  reasonable  care  and  diligence,  and in
accordance in all material  respects with the Credit Policy.  The Servicer shall
enforce all claims  against the originator or seller of any Contract in a timely
manner,  and in  accordance  with the  Credit  Policy  and  with the  Servicer's
customary practices.

     b) Modification and Early Termination of Contracts.  So long as no Servicer
Termination  Event shall have  occurred  and be  continuing,  LINC,  while it is
Servicer,  may, in accordance with the Credit Policy, (i) extend the maturity or
adjust the Outstanding  Principal Balance of any Defaulted  Contract as LINC may
determine to be appropriate to maximize  Collections thereof (provided that such
extension or adjustment shall not affect the  categorization of such Contract as
a Defaulted Contract);  and (ii) adjust the Outstanding Principal Balance of any
Contract to reflect  the  reductions  or  cancellations  described  in the first
clause of Section  4.5.  So long as no  Servicer  Termination  Event  shall have
occurred and be  continuing,  Servicer may permit the early  termination  of any
Contract at the request of the Obligor thereof if Servicer either (i) remits, or
causes Obligor to remit,  an amount equal to the Outstanding  Principal  Balance
thereof to the Collection Amount or (ii) substitutes another Contract that is an
Eligible Contract on the date of such substitution with an Outstanding Principal
Balance at least equal to the Outstanding  Principal  Balance of such terminated
Contract.

     c) Documents and Records.  Seller shall  deliver to the  Servicer,  and the
Servicer shall hold in trust, as custodian and bailee,  for Seller and Purchaser
in accordance with their respective  interests,  all documents,  instruments and
records (including,  without limitation,  computer tapes or disks) that evidence
or relate to the Contracts.  If any payment due under a Contract is evidenced by
an instrument,  Seller and the Servicer  agree to promptly  deliver the original
thereof,  properly endorsed, to the Agent; any payments made thereunder shall be
Collections  for all  purposes of this  Agreement.  If  requested  by the Agent,
Servicer shall deliver all original  Contracts and the documents related thereto
to  a  third-party  custodian  pursuant  to  a  custodial  agreement  reasonably
satisfactory in form and substance to the Agent and Seller.

     d) Collections.  Seller hereby agrees that, after the occurrence and during
the  continuance  of any Servicer  Termination  Event,  the Agent shall have the
right to  instruct  the  Servicer  and the  Obligor to deposit  all  payments in
respect of Collections directly to the Agent on a daily basis.

     e)  Termination.  The Servicer's  authorization  under this Agreement shall
terminate upon the Final Payoff Date.

     SECTION 13.3 Rights of the Agent.  At any time that a Servicer  Termination
Event has occurred  and is  continuing,  upon at least three (3) Business  Days'
prior  notice to  Seller,  the Agent may  notify  the  Obligors,  or any of such
Obligors, of the interest of Purchaser.

     b) At any time  following  the  designation  of a Servicer  other than LINC
pursuant to Section 13.1:

          (i) The Agent may direct the Obligors or any of them,  that payment of
          all amounts  payable  under any Contract be made directly to the Agent
          or its designee;

          (ii) At the Agent's request and at Seller's expense,  (A) Seller shall
          give notice of  Purchaser's  interest to each such  Obligor and direct
          that  payments be made  directly to the Agent or its  designee and (B)
          Seller and the Agent shall appoint a nationally  recognized accounting
          firm designated by the Agent to allocate,  or to verify the Servicer's
          allocation of, monies  deposited in lock-boxes and accounts into which
          Collections are credited or deposited to payments or other proceeds of
          Contracts  and  Contract  Assets  and to  other  payments  that do not
          constitute Collateral;

          (iii) At the Agent's  request,  Seller and Servicer shall (A) assemble
          all  of the  documents,  instruments  and  other  records  (including,
          without  limitation,  computer  programs,  tapes  and  disks) in their
          possession  which  evidence  the  Contracts,  or which  are  otherwise
          necessary or desirable to collect such  Contracts,  and shall make the
          same  available  to the Agent at a place  selected by the Agent or its
          designee,  and (B)  segregate all cash,  checks and other  instruments
          received by it from time to time constituting Collections, in a manner
          reasonably  acceptable  to the  Agent and shall  remit  promptly  upon
          receipt, all such cash, checks and instruments,  duly endorsed or with
          duly executed  instruments of transfer,  to the Agent or its designee;
          and

          (iv) Each of Seller and Purchaser hereby  authorizes the Agent to take
          any and all  steps  in  Seller's  name and on  behalf  of  Seller  and
          Purchaser necessary or desirable,  in the reasonable  determination of
          the Agent,  to collect all  amounts  due under any and all  Contracts,
          including,  without limitation,  endorsing Seller's name on checks and
          other   instruments   representing   Collections  and  enforcing  such
          Contracts and disposing of related Equipment.

     SECTION 13.4  Responsibilities  of Seller.  Anything herein to the contrary
notwithstanding:

     a) Seller shall perform,  or cause to be performed,  all of its obligations
under the Contracts and under the other  agreements  included in, or related to,
the Contract Assets,  to the same extent as if an interest had not been conveyed
hereunder  and the Agent's  exercise of its rights  hereunder  shall not relieve
Seller from such obligations.

     b) Neither the Agent nor Purchaser  shall have any  obligation or liability
with respect to any Contract,  nor shall any of them be obligated to perform any
of the obligations of Seller thereunder.

     c) Seller hereby grants to the Servicer an  irrevocable  power of attorney,
with full power of substitution,  coupled with an interest,  to take in the name
of Seller all steps  necessary or  advisable to endorse,  negotiate or otherwise
realize on any writing or other right of any kind held or  transmitted by Seller
or  transmitted  or  received  by  Purchaser  (whether  or not from  Seller)  in
connection with any Contract.

     SECTION 13.5 Further  Action.  Seller agrees that from time to time, at its
expense,  it will  promptly  execute and deliver  all  further  instruments  and
documents,  and take all further action that the Agent may reasonably request in
order to perfect,  protect or more fully evidence the security  interest granted
hereunder, or to enable the Purchaser or the Agent to exercise or enforce any of
their  respective  rights  hereunder.  Without  limiting the  generality  of the
foregoing, Seller will: (i) upon the request of the Agent, execute and file such
financing or  continuation  statements,  or  amendments  thereto or  assignments
thereof,  and  such  other  instruments  or  notices,  as  may be  necessary  or
appropriate;  (ii) mark conspicuously each Contract with a legend, acceptable to
the Agent,  evidencing  that such interest has been granted in  accordance  with
this  Agreement;  and (iii) mark its data  processing  records  evidencing  such
Contracts  with such legend.  Seller hereby  authorizes the Agent to file one or
more  financing  or  continuation   statements,   and  amendments   thereto  and
assignments  thereof,  relative to all or any of the  Contracts  now existing or
hereafter  arising in the name of Seller.  If Seller fails to perform any of its
agreements or obligations under this Agreement,  the Agent may (but shall not be
required  to)  itself  perform,  or cause  performance  of,  such  Agreement  or
obligation,  and the  reasonable  expenses of the Agent  incurred in  connection
therewith shall be payable by Seller.

     SECTION  13.6  Application  of  Collections.  Any  payment by an Obligor in
respect of any  indebtedness  (including  payments on leases and the  Contracts)
owed by it to Seller  shall,  except as  otherwise  specified by such Obligor or
otherwise  required  by contract  or law and be applied in  accordance  with the
Servicer's usual and customary practice.

     SECTION  13.7  Servicing  Compensation;  Costs  of  Servicing.  (a) For its
services hereunder,  the Servicer shall be entitled to receive the Servicing Fee
for each Settlement Period,  payable on the Settlement Date occurring on the day
immediately  following the last day of such Settlement Period in accordance with
Section 4.2. As additional compensation for its services hereunder, the Servicer
shall be entitled to any late fees collected by the Servicer with respect to any
Contract.

     (b) All costs of servicing the Contract Assets as required  hereunder shall
be borne by the  Servicer,  provided  that the  Servicer  shall be  entitled  to
retain,  out of any amounts actually recovered by the Servicer with respect to a
Defaulted  Contract or any Equipment  related  thereto,  the  Servicer's  actual
out-of-pocket expenses reasonably incurred in connection therewith.


                                   ARTICLE XIV

                                    THE AGENT

     SECTION 14.1  Authorization and Action.  Purchaser hereby appoints Fleet as
its Agent for purposes of the Transaction Documents and authorizes Fleet in such
capacity to take such action on its behalf under each  Transaction  Document and
to exercise such powers  hereunder  and  thereunder as are delegated to Fleet by
the terms  hereof  and  thereof,  together  with such  powers as are  reasonably
incidental thereto.

     SECTION 14.2 Exculpation.  Neither the Agent (acting in such capacity under
the  Transaction  Documents)  nor  any of its  directors,  officers,  agents  or
employees  shall be liable for any action  taken or omitted to be taken by it or
them under or in connection  with the Transaction  Documents,  except for its or
their  own  gross  negligence  or  willful  misconduct.   Without  limiting  the
generality  of the  foregoing,  the Agent:  (a) may consult  with legal  counsel
(including counsel for Seller or LINC), independent certified public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted  to be taken in good faith by it in  accordance  with the advice of such
counsel,  accountants  or experts;  (b) makes no warranty or  representation  to
Purchaser or any other holder of a  Participation,  and shall not be responsible
to  Purchaser  or any  other  holder  of a  Participation,  for any  statements,
warranties or  representations  made by Seller or LINC in or in connection  with
any Transaction Document; (c) shall not have any duty to ascertain or to inquire
as to the performance or observance of any of the terms, covenants or conditions
of any  Transaction  Document  on the part of Seller,  LINC,  or  Servicer or to
inspect the  property  (including  the books and  records) of Seller,  LINC,  or
Servicer;  (d) shall not be  responsible  to  Purchaser or any other holder of a
Participation  for  the  due  execution,  legality,  validity,   enforceability,
genuineness,  sufficiency  or value of this  Agreement,  any  other  Transaction
Document or any other instrument or document provided for herein or delivered or
to be delivered  hereunder  or in  connection  herewith;  and (e) shall incur no
liability  under or in respect of any  Transaction  Document  by acting upon any
notice (including notice by telephone), consent, certificate or other instrument
or writing (which may be by facsimile transmission) believed by it to be genuine
and signed or sent by the proper party or parties.

     SECTION  14.3 Agent and  Affiliates.  Fleet and any of its  Affiliates  may
generally  engage in any kind of  business  with  Seller,  LINC,  Servicer,  any
Obligor,  any of their respective  Affiliates and any Person who may do business
with or own securities of Seller,  LINC,  Servicer,  any Obligor or any of their
respective  Affiliates,  all as if Fleet were not the Agent and without any duty
to account therefor to Purchaser.

     SECTION 14.4 Contract  Schedules.  The Agent shall at all times  maintain a
copy  for  public  inspection  during  normal  business  hours  of the  Contract
Schedules  delivered  hereunder and under the Purchase and Sale Agreement at its
address  set forth on  Schedule  18.3 or such other  address as it shall  notify
Purchaser and Seller of.

                                   ARTICLE XV

                                   ASSIGNMENTS

     SECTION  15.1  Restrictions  on  Assignments.  Neither  Seller nor Servicer
(except in connection with  transactions  permitted  pursuant to Section 11.2.1)
may assign its rights hereunder or any interest herein without the prior written
consent of the Agent, and Purchaser may not assign its rights hereunder,  or any
Participation  (or any portion  thereof) to any Person without the prior written
consent of Seller (which consent shall not be unreasonably withheld);  provided,
however,  that Purchaser may assign all or any portion of the Participations (or
a  participation  therein)  to the  Liquidity  Banks or the  Liquidity  Agent in
accordance  with the Liquidity  Agreement and,  provided that the Purchaser Rate
shall not increase as a result thereof,  to any other  commercial  paper conduit
administered by Fleet.

         Within  five  Business  Days  after  notice to  Seller of any  proposed
assignment by Purchaser for which Seller's consent is required, Seller agrees to
advise  the Agent of its  consent or  non-consent  thereto.  If Seller  does not
consent to such assignment,  Purchaser may immediately assign the Participations
(or portion  thereof) that was subject to such proposal to Fleet,  any Liquidity
Bank or any Affiliate of Fleet or any Liquidity  Bank.  Subject to Section 15.2,
all of the aforementioned assignments shall be upon such terms and conditions as
Purchaser and the assignee may mutually agree.

     SECTION 15.2  Documentation.  Purchaser  shall  deliver to each assignee an
assignment,  in such form as Purchaser and the related assignee may agree,  duly
executed by Purchaser,  assigning any such  Participation  to the assignee,  and
Purchaser  shall  promptly  execute  and deliver  all  further  instruments  and
documents,  and take  all  further  action,  that the  assignee  may  reasonably
request,  in order to perfect,  protect or more fully  evidence  the  assignee's
right,  title and  interest  in and to such  Participation,  and to  enable  the
assignee to exercise or enforce any rights hereunder.

     SECTION 15.3 Rights of Assignee.  Upon any assignment of any  Participation
from Purchaser  pursuant to this Article XV, the respective  assignee  receiving
such assignment shall have all of the rights of Purchaser hereunder with respect
to such  Participation  and all  references  to Purchaser in Article VI shall be
deemed to apply to such assignee.

     SECTION 15.4 Notice of Assignment. Purchaser shall provide notice to Seller
of any  assignment  hereunder  by  Purchaser  to any  assignee  (other than to a
Liquidity Bank).

                                   ARTICLE XVI

                                 INDEMNIFICATION

     SECTION 16.1 General Indemnity of Seller. Without limiting any other rights
which any such Person may have hereunder or under  applicable law, Seller hereby
agrees to indemnify  the Agent,  Purchaser,  the  Liquidity  Banks,  the Program
Support  Providers,  and  each  of  their  respective  successors,  transferees,
participants and assigns and all officers, directors, shareholders,  controlling
persons,  employees  and agents of any of the  foregoing  (each of the foregoing
Persons being individually called an "Indemnified Party"),  forthwith on demand,
from and against any and all damages,  losses,  claims,  liabilities and related
costs and expenses,  including reasonable attorneys' fees and disbursements (all
of the  foregoing  being  collectively  called  "Indemnified  Amounts")  awarded
against or incurred by any of them  arising out of or relating to the failure of
Seller to perform its obligations under any Transaction  Document or arising out
of claims  asserted  against an Indemnified  Party relating to the  transactions
contemplated  thereby  or the  use of  proceeds  therefrom,  including  (without
limitation) in respect of the funding of any  Participation or in respect of any
Contract,  excluding,  however,  (a) Indemnified Amounts to the extent resulting
from gross  negligence  or  willful  misconduct  on the part of any  Indemnified
Party, (b) recourse (except as otherwise  provided in this Agreement) for credit
losses with respect to the Contracts,  (c) any tax based upon or measured by net
income and (d) subject to Section 18.4,  normal and customary  expenses incurred
in the ordinary course of business in the preparation,  execution,  delivery and
administration of this Agreement. Without limiting the foregoing, but subject to
the foregoing exclusions,  Seller agrees to indemnify each Indemnified Party for
Indemnified Amounts arising out of or relating to:

          (i) the sale of any Participation, or the grant of a security interest
          to the Purchaser, pursuant to this Agreement;

          (ii) the breach of any  representation  or warranty made by Seller (or
          any of its officers) under or in connection with this Agreement or the
          other  Transaction   Documents,   any  Monthly  Report  or  any  other
          information, report or certificate delivered by Seller pursuant hereto
          or  thereto,  which  shall have been false or  incorrect  when made or
          deemed made;

          (iii) the failure by Seller to comply with any applicable law, rule or
          regulation with respect to any Contract,  or the  nonconformity of any
          Contract  with any such  applicable  law, rule or  regulation,  or the
          failure by Seller to comply with its  obligations  hereunder  or under
          any other Transaction Document;

          (iv) the  failure  to vest and  maintain  vested  in the  Purchaser  a
          first-priority  perfected  ownership  interest in the  Portfolio and a
          first-priority security interest in all the Collateral, free and clear
          of any Adverse Claim,  other than an Adverse Claim arising solely as a
          result  of an act  of  Purchaser  or the  Agent,  or any  assignee  of
          Purchaser or the Agent, and the failure to vest and maintain vested in
          the  Seller  a  first-priority  perfected  ownership  interest  in all
          Contracts and in the security interests in all related Equipment, free
          and clear of any Adverse  Claim,  other than an Adverse  Claim arising
          solely  as a  result  of an act of  Purchaser  or  the  Agent,  or any
          assignee thereof;

          (v) the failure to file, or any delay in filing,  financing statements
          or  other  similar  instruments  or  documents  under  the  UCC of any
          applicable  jurisdiction or other  applicable laws with respect to any
          Collateral;

          (vi) any  dispute,  claim,  offset or  defense  of an  Obligor  to the
          payment  of any  Contract  based on such  Contract  not being a legal,
          valid and binding obligation of such Obligor,  enforceable  against it
          in accordance  with its  terms(other  than  discharge in bankruptcy or
          resulting from credit matters);

          (vii)  any  claim in  connection  with any  Equipment  related  to the
          Contracts; or

          (viii) any tax or governmental  fee or charge (but not including taxes
          upon or measured by net income), all interest and penalties thereon or
          with  respect  thereto,  and all  out-of-pocket  costs  and  expenses,
          including  the  reasonable  fees and  expenses of counsel in defending
          against the same, which may arise by reason of the making, maintenance
          or funding, directly or indirectly, of any Participation, or any other
          interest in the Collateral.

     SECTION 16.2 Indemnity by Servicer. Without limiting any other rights which
any such Person may have  hereunder or under  applicable  law,  Servicer  hereby
agrees to  indemnify  each  Indemnified  Party,  forthwith  on demand,  from and
against any and all  Indemnified  Amounts  awarded against or incurred by any of
them  arising  out of or  relating to (i) the failure of Servicer to perform its
obligations  under  any  Transaction  Document,   (ii)  the  inaccuracy  of  any
representation or warranty made by Servicer in any Transaction  Document,  or in
any Monthly Report or any other information,  report or certificate delivered by
Servicer  pursuant  hereto or  thereto,  (iii) the failure by Servicer to comply
with any applicable  law, rule or regulation with respect to any Contract or the
servicing thereof or (iv) the commingling of any Collections.

     SECTION 16.3 Contribution. If for any reason (other than the exclusions (a)
and (b) set forth in the first  paragraph of Section  16.1) the  indemnification
provided above in Section 16.1 or 16.2 is unavailable to an Indemnified Party or
is insufficient to hold an Indemnified Party harmless,  then Seller or Servicer,
as the case may be,  shall  contribute  to the  amount  paid or  payable by such
Indemnified Party as a result of such loss,  claim,  damage or liability in such
proportion as is appropriate to reflect not only the relative  benefits received
by such Indemnified Party, on the one hand, and Seller or Servicer,  as the case
may be, on the  other  hand,  but also the  relative  fault of such  Indemnified
Party, on the one hand, and Seller or Servicer, as the case may be, on the other
hand, as well as any other relevant equitable considerations.


                                   ARTICLE XVII

                                SECURITY INTEREST

     SECTION  17.1  Grant  of  Security  Interest.  Each of the  parties  hereto
expressly intends that the transfer of the Participation to Purchaser  hereunder
is a complete and absolute  sale and  transfer.  In the event that a court shall
determine that,  notwithstanding  the intent of the parties,  such transfer does
not constitute a sale,  this  Agreement  shall be a security  agreement,  and to
secure the prompt payment and  performance of all  Obligations of Seller arising
in connection with this Agreement,  whether now or hereafter existing, due or to
become due, direct or indirect,  or absolute or contingent,  including,  without
limitation, all Indemnified Amounts, payments on account of Collections received
or deemed to be received and fees, Seller hereby assigns and grants to Purchaser
a first priority security interest in all of Seller's right,  title and interest
in,  to and  under  all of the  following  property,  whether  now or  hereafter
existing (the  "Collateral"):  (a) all Contracts and other Contract Assets,  all
Collections  with respect to, and other proceeds of, such Contracts and Contract
Assets; (b) all of Seller's rights, remedies, powers and privileges under, or in
respect of, the Purchase and Sale  Agreement;  (c) all  Lock-box  Accounts,  the
Collection  Account,  the Reserve  Account,  all funds on deposit in each of the
foregoing  accounts and all certificates  and instruments,  if any, from time to
time evidencing such accounts and funds on deposit therein, all investments made
with such funds,  all claims  thereunder  or in  connection  therewith,  and all
interest,  dividends,  moneys,  instruments,  securities and other property from
time to time  received,  receivable  or otherwise  distributed  in respect or in
exchange  for any or all of the  foregoing;  and (d) all  proceeds  and  amounts
received  or  receivable  by  Seller  under  any or all of the  foregoing.  This
Agreement shall constitute a security agreement under applicable law with regard
to security interest granted pursuant to this Section 17.1.

     SECTION 17.2 Further  Assurances.  Seller agrees that from time to time, at
its expense,  it will promptly  execute and deliver all further  instruments and
documents,  and take all further action that the Agent may reasonably request in
order to perfect, protect or more fully evidence the Participations purchased by
Purchaser  hereunder,  or to enable  any of  Purchaser,  any  other  holder of a
Participation or the Agent to exercise or enforce any of their respective rights
hereunder.  Without  limiting the generality of the foregoing,  Seller will upon
the  request  of the Agent  execute  and file  such  financing  or  continuation
statements,  or  amendments  thereto  or  assignments  thereof,  and such  other
instruments or notices,  as may be reasonably  necessary or appropriate.  Seller
hereby  authorizes  the  Agent to file  one or more  financing  or  continuation
statements,  and amendments thereto and assignments thereof,  relative to all or
any of the Contracts and other  Collateral now existing or hereafter  arising in
the  name of  Seller.  If  Seller  fails to  perform  any of its  agreements  or
obligations  under this Section  17.2,  the Agent may (but shall not be required
to) itself perform,  or cause performance of, such agreement or obligation,  and
the expenses of the Agent incurred in connection  therewith  shall be payable by
Seller as provided in Section  18.4.  The  provisions of this Section 17.2 shall
apply to the  security  interest  granted  under  Section 17.1 as well as to the
Purchase and all Participations hereunder.

     SECTION  17.3  Remedies.  Upon  the  occurrence  of  a  Termination  Event,
Purchaser shall have, with respect to the collateral granted pursuant to Section
17.1, and in addition to all other rights and remedies available to Purchaser or
the Agent  under this  Agreement  or other  applicable  law,  all the rights and
remedies of a secured party upon default under the UCC.


                                  ARTICLE XVIII

                                  MISCELLANEOUS

     SECTION 18.1 No Waiver;  Remedies. No failure on the part of Purchaser, the
Agent, any Indemnified Party or any Affected Party to exercise,  and no delay in
exercising,  any  right,  power or remedy  hereunder  shall  operate as a waiver
thereof;  nor shall any single or partial  exercise by any of them of any right,
power or remedy hereunder preclude any other or further exercise thereof, or the
exercise of any other right,  power or remedy.  The remedies herein provided are
cumulative and not exclusive of any remedies  provided by law.  Without limiting
the  foregoing,  each of Fleet and the Liquidity  Banks is hereby  authorized by
Seller at any time and from time to time,  to the fullest  extent  permitted  by
law, to set off and apply any and all  deposits  (general  or  special,  time or
demand,  provisional  or final) at any time held and other  indebtedness  at any
time owing by Fleet and the Liquidity  Banks to or for the credit or the account
of Seller,  now or hereafter  existing under this Agreement,  to the Agent,  any
Affected  Party,  any  Indemnified   Party  or  Purchaser  or  their  respective
successors and assigns.

     SECTION 18.2 Amendments,  Etc. No amendment,  modification or waiver of, or
consent  with  respect to, any  provision of this  Agreement  and any  Schedules
hereto shall in any event be  effective  unless the same shall be in writing and
signed and  delivered by (a) Seller,  Servicer,  the Agent and  Purchaser  (with
respect to an  amendment),  or (b) the Agent and  Purchaser  (with  respect to a
waiver or consent by them) or Seller or  Servicer  (with  respect to a waiver or
consent by it), as the case may be, and then any such waiver or consent shall be
effective only in the specific  instance and for the specific  purpose for which
given.

     SECTION 18.3 Notices,  Etc. All notices and other  communications  provided
for hereunder shall,  unless otherwise stated herein,  be in writing  (including
facsimile  communication) and shall be personally delivered or sent by certified
mail, postage prepaid, or by facsimile,  to the intended party at the address or
facsimile  number of such party  opposite its name on Schedule  18.3, or at such
other  address or  facsimile  number as shall be  designated  by such party in a
written notice to the other parties hereto.  All such notices and communications
shall be effective (a) if personally  delivered,  when received,  (b) if sent by
certified  mail,  three  Business Days after having been  deposited in the mail,
postage prepaid, (c) if sent by overnight courier, one Business Day after having
been given to such  courier  and (d) if  transmitted  by  facsimile,  when sent,
receipt  confirmed  by telephone or  electronic  means,  except that notices and
communications pursuant to Section 2.3 shall not be effective until received.

     SECTION  18.4 Costs,  Expenses  and Taxes.  In addition to its  obligations
under Section 16.1, Seller agrees to pay on demand:

     (a) (i) all reasonable costs and expenses incurred by the Agent, Purchaser,
the Liquidity  Banks and the Program  Support  Providers in connection  with the
negotiation,  preparation,  execution  and delivery of this  Agreement the other
Transaction   Documents   (including  any  amendments  or  modifications  or  of
supplements  to the Program  Documents  entered  into  directly  related to this
Agreement)  and any  amendments,  consents  or waivers  executed  in  connection
therewith,  including,  without  limitation the reasonable  fees and expenses of
counsel to any of such Persons  incurred in connection with any of the foregoing
or in advising such Persons as to their respective rights and remedies under any
of the  Transaction  Documents  or (to  the  extent  directly  related  to  this
Agreement)  the Program  Documents  and all  reasonable  out-of-pocket  expenses
(including reasonable fees and expenses of independent  accountants) incurred in
connection with any audit of Seller's or Servicer's books and records  permitted
hereunder  and all costs and  expenses  incurred  by the Agent,  Purchaser,  the
Liquidity  Banks  and the  Program  Support  Providers  in  connection  with the
enforcement,  or any  actual or claimed  breach,  of this  Agreement,  the other
Transaction Documents and, to the extent directly related to this Agreement, the
Program  Documents  (including any amendments or modifications of or supplements
to the Program Documents directly related to this Agreement), including, without
limitation,  the reasonable  fees and expenses of counsel to any of such Persons
incurred in connection therewith; and

     b) all stamp and other taxes and fees payable or  determined  to be payable
in  connection  with the  execution,  delivery,  filing  and  recording  of this
Agreement,  the other Transaction Documents,  or (to the extent directly related
to this  Agreement) the Program  Documents,  and Seller agrees to indemnify each
Indemnified  Party against any liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes and fees.

     SECTION 18.5 Binding Effect; Survival. This Agreement shall be binding upon
and inure to the benefit of Seller,  Purchaser,  the Agent and their  respective
successors  and assigns,  and the provisions of Article VI and Article XVI shall
inure to the  benefit  of the  Affected  Parties  and the  Indemnified  Parties,
respectively,  and their respective successors and assigns;  provided,  however,
that nothing in the foregoing  shall be deemed to authorize any  assignment  not
permitted  by  Article  XV.  This  Agreement  shall  create and  constitute  the
continuing  obligations of the parties hereto in accordance with its terms,  and
shall  remain in full  force and effect  until such time after the Final  Payoff
Date.  The rights and remedies with respect to any breach of any  representation
and warranty made by Seller or Servicer pursuant hereto and the  indemnification
and payment  provisions  of Article XVI and Article VI,  Sections 18.4 and 18.12
shall be continuing and shall survive any  termination of this Agreement and any
termination of Servicer's rights to act as Servicer hereunder or under any other
Transaction Document.

     SECTION  18.6  Captions  and  Cross   References.   The  various   captions
(including,  without  limitation,  the table of contents) in this  Agreement are
provided solely for convenience of reference and shall not affect the meaning or
interpretation of any provision of this Agreement.  Unless otherwise  indicated,
references in this Agreement to any Section,  Appendix,  Schedule or Exhibit are
to such Section of or Appendix,  Schedule or Exhibit to this  Agreement,  as the
case may be,  and  references  in any  Section,  subsection,  or  clause  to any
subsection,  clause or subclause are to such subsection,  clause or subclause of
such Section, subsection or clause.

     SECTION  18.7  Severability.  Any  provision  of this  Agreement  which  is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  of this  Agreement  or  affecting  the
validity or enforceability of such provision in any other jurisdiction.

     SECTION 18.8 Governing  Law. THIS AGREEMENT  SHALL BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ANY
OTHERWISE APPLICABLE CONFLICT OF LAW PRINCIPLES THEREOF.

     SECTION 18.9  Counterparts.  This  Agreement may be executed by the parties
hereto in several counterparts,  each of which shall be deemed to be an original
but all of which shall constitute together but one and the same agreement.

     SECTION  18.10  WAIVER OF JURY  TRIAL.  EACH OF THE PARTIES  HERETO  HEREBY
KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY  WAIVES  ANY RIGHTS IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  BASED  HEREON,  OR ARISING  OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION  DOCUMENT,
OR ANY COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENTS  (WHETHER  VERBAL OR
WRITTEN) OR ACTIONS OF SELLER, THE AGENT, PURCHASER OR ANY OTHER AFFECTED PARTY.
EACH OF SERVICER AND SELLER  ACKNOWLEDGES  AND AGREES THAT IT HAS RECEIVED  FULL
AND SUFFICIENT  CONSIDERATION  FOR THIS  PROVISION (AND EACH OTHER  PROVISION OF
EACH OTHER TRANSACTION  DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION
IS A  MATERIAL  INDUCEMENT  FOR THE  AGENT  AND  PURCHASER  ENTERING  INTO  THIS
AGREEMENT AND EACH SUCH OTHER TRANSACTION DOCUMENT.

     SECTION  18.11  Recourse to Directors or Officers;  Limited  Recourse.  The
obligations  of Purchaser  under this  Agreement are solely the  obligations  of
Purchaser.  No  recourse  shall be had for the  payment of any  amount  owing in
respect to this  Agreement  or for the payment of any fee  hereunder  or for any
other  obligation or claim arising out of or based upon this  Agreement  against
any member of the Purchaser.  The obligations of Seller under this Agreement are
solely the corporate  obligations  of Seller.  No recourse  shall be had for the
payment of any claim against  Seller arising out of or based upon this Agreement
against any stockholder of Seller. The parties hereto agree that Purchaser shall
have no  obligation  to make any payments  hereunder  (collectively,  "Purchaser
Payments"),  and that  such  Purchaser  Payments  shall not  constitute  a claim
against the Purchaser as defined in ss.101 of the  Bankruptcy  Code,  unless and
until Purchaser has amounts  sufficient to pay such Purchaser  Payments and such
amounts are not required to repay  Commercial  Paper Notes or loans to Purchaser
funded by Commercial Paper Notes.

     SECTION 18.12 No Proceedings.  (a) Purchaser.  Each of Servicer,  the Agent
and Seller hereby agree that it will not institute  against  Purchaser,  or join
any other Person in instituting  against  Purchaser,  any insolvency  proceeding
(namely,  any  proceeding of the type referred to in the  definition of Event of
Bankruptcy) so long as any Commercial Paper Notes shall be outstanding and there
shall  not have  elapsed  one year  plus one day since the last day on which any
such Commercial Paper Notes shall be outstanding.

         (b) Seller.  LINC  hereby  agrees  that it will not  institute  against
Seller, or join any other Person in instituting  against Seller,  any insolvency
proceeding  (namely,  a proceeding of the type referred to in the  definition in
"Event of Bankruptcy") so long as there shall not have elapsed one year plus one
day since  the last day on which  any  Capital  was  outstanding  under the this
Agreement.

     SECTION 18.13 ENTIRE  AGREEMENT.  THIS AGREEMENT AND THE OTHER  TRANSACTION
DOCUMENTS  EXECUTED AND DELIVERED HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


                      [signature pages begin on next page]

<PAGE>


         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.


                                              LINC RECEIVABLES 1999 CORPORATION,
                                                  as Seller


                                                         /s/ Marion B. Silverman
                                             By_________________________________
                                                             Marion B. Silverman
                                               Name:____________________________
                                                                  Vice President
                                               Title:___________________________



                                         LINC CAPITAL, INC., as initial Servicer


                                                         /s/ Marion B. Silverman
                                             By_________________________________
                                                             Marion B. Silverman
                                               Name:____________________________
                                                                  Vice President
                                               Title:___________________________



                                            BLUE KEEL FUNDING, LLC, as Purchaser


                                                              /s/ Kevin P. Burns
                                             By_________________________________
                                                                  Kevin P. Burns
                                               Name:____________________________
                                                                  Vice President
                                               Title:___________________________



                                                      FLEET BANK, N.A., as Agent


                                                                /s/ Harris Mehos
                                             By_________________________________
                                                                    Harris Mehos
                                               Name:____________________________
                                                                  Vice President
                                               Title:___________________________