AMENDMENT NO.9
                                       TO
                    THIRD AMENDED AND RESTATED LOAN AGREEMENT


     THIS AMENDMENT, dated as of November 1, 1999 ("AMENDMENT NO. 9"), is by and
among LINC CAPITAL, INC. (formerly known as Scientific Leasing Inc.), a Delaware
corporation ("LCI"), Connor Capital Corporation (the "ACQUIRED SUBSIDIARY",  and
together with each other Subsidiary of LCI which shall become a "Borrower" under
the Loan Agreement subsequent to the date hereof, each a "SUBSIDIARY BORROWER"),
the banks from time to time party thereto (each a "BANK" and  collectively,  the
"BANKS") and FLEET BANK, N.A. as agent for the Banks (in such capacity, together
with its successors in such capacity, the "AGENT").

                              W I T N E S S E T H:

     WHEREAS, LCI, the Acquired Subsidiary,  the Banks and the Agent are parties
to a Third  Amended and Restated  Loan  Agreement  dated as of July 22, 1997 (as
amended,  supplemented,  restated  or  otherwise  modified  from  time to  time,
including as amended hereby, the "LOAN AGREEMENT"); and

     WHEREAS,  the Borrowers (as  hereinafter  defined) have  requested  certain
further amendments to the Loan Agreement and; and

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

     NOW, THEREFORE,  in consideration of the premises and for good and valuable
consideration  the receipt of which is hereby  acknowledged,  LCI,  the Acquired
Subsidiary  (LCI  together  with the Acquired  Subsidiary  are herein  sometimes
referred to individually as a "BORROWER" and  collectively as the  "BORROWERS"),
the Banks and the Agent agree as follows:

     ARTICLE I.        AMENDMENTS TO LOAN AGREEMENT.

     This  Amendment  shall be deemed to be an amendment  and  supplement to the
Loan Agreement, and shall not be construed in any way as a replacement therefor.
All  of  the  terms  and  provisions  of  this  Amendment,   including,  without
limitation,  the  representations  and warranties  set forth herein,  are hereby
incorporated  by  reference  into  the  Loan  Agreement  as if  such  terms  and
provisions were set forth in full therein. The Loan Agreement is hereby amended,
upon the  satisfaction  of the  conditions  precedent  set forth in Section  4.1
hereof, in the following  respects,  with such amendments to become effective on
the date first above written except as otherwise indicated:

     1.1 Section 1.1 of the Loan Agreement, "DEFINITIONS", is amended to add the
following new definition where alphabetically appropriate:
        "AMENDMENT NO. 9" - Amendment  No. 9 dated  as of  November 1, 1999,  to
this Third Amended and Restated Loan Agreement.

     1.2 Section 1.1 of the Loan Agreement,  "DEFINITIONS", is amended to delete
the definitions of the terms "Payment Date",  "Term  Conversion  Date" and "Term
Period" in their entirety and clause (i) of the definition of the term "Interest
Period".  Sections 1.2(9), 2.1(b),  2.2(b),  2.8(b), 2.8(c),  2.26(a)(ii)(B) and
5.9(b) of the Loan  Agreement  are also  deleted  in their  entirety.  Any other
references  to the  "Term  Conversion  Date" or the  "Term  Period"  in the Loan
Agreement  shall  also be deemed to be  deleted  in their  entirety,  including,
without limitation, the words "and following the Term Conversion Date" set forth
in Section 2.1(a) of the Loan Agreement.

     1.3 Section 1.1 of the Loan Agreement,  "DEFINITIONS",  is amended to amend
the definition of the term  "Post-Default  Rate" to change the amount "2%" as it
appears throughout such definition to the amount "3%".

     1.4 Section  1.2(2) of the Loan  Agreement is hereby  amended by adding the
following paragraph at the end thereof:
        In  addition,  at no time shall the Post-Computation  Amount included in
the Borrowing Base reflecting the Balance of Payments under Unfunded Eligible
Contracts exceed in the aggregate Twenty-One Million ($21,000,000)Dollars.

     1.5 Section 2.10 (a) of the Loan Agreement is hereby amended to read in its
entirety as follows:

(a)  Subject to Section 2.8(a) hereof,  the Borrowers shall pay to the Agent for
     the  account  of each Bank the  principal  of the  Loans  made by such Bank
     outstanding at the close of business on the Commitment Termination Date (i)
     in full,  and (ii) in addition on other dates and in the amounts  otherwise
     required under Section 2.8(a) hereof.

     1.6 The  definition  of  "ADJUSTED  TANGIBLE  NET WORTH" in Section  1.1 is
hereby amended to add the words "after tax" after the word "goodwill".

     1.7 The  definition  of  "COMMITMENT  TERMINATION  DATE" in Section  1.1 is
hereby amended to read in its entirety as follows:
         "Commitment Termination Date" - January 31, 2000.
<PAGE>

     1.8 Section 6.9(c) is hereby deleted in its entirety.

     1.9 Section 7.13, "CAPITAL EXPENDITURES",  is amended to replace the amount
"One Million  ($1,000,000)  Dollars"  with the amount "Two Million  ($2,000,000)
Dollars".

     1.10
(a)  Commencing  as of  November  1, 1999 (the  "Commitment  Decrease  Effective
     Date"),  the Total  Commitment  of the Banks  shall be  decreased  from One
     Hundred Fifty Five Million Dollars  ($155,000,000) to One Hundred Seventeen
     Million Dollars  ($117,000,000).  The amount of each Bank's Commitment as a
     result of such amendment as of the Commitment Decrease Effective Date shall
     be as set forth under the heading "New  Commitment" set forth in SCHEDULE A
     annexed to this  Amendment No. 9, PROVIDED,  HOWEVER,  that nothing in this
     Amendment No. 9 shall be deemed to decrease the Temporary Commitment.

(b)  In  order  to  evidence  the  Loans  made by each of the  Banks  under  its
     Commitment as amended  hereby,  the Borrowers  shall execute and deliver to
     each of the Banks within ten (10) Business Days of the Commitment  Decrease
     Effective Date a new promissory note  substantially in the form attached to
     the Loan  Agreement as Exhibit B-1,  reflecting the Commitment of each Bank
     respectively as amended  hereby,  dated the Commitment  Decrease  Effective
     Date  and  otherwise  duly  completed  (collectively,  all  of  the  above-
     described promissory notes are defined as the "New Notes").  Upon execution
     and delivery by the Borrowers of the New Notes,  the Agent shall cause each
     of the Notes  being  replaced by a New Note to be marked  "Replaced  by New
     Note", and returned to the Borrowers.

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

(d)  The  Borrower  agrees  to pay to  each  Bank  on  the  Commitment  Decrease
     Effective  Date,  in addition to any other fees  otherwise  due and payable
     under  the  Loan  Documents,  an  amendment  fee (the  "Amendment  Fee") in
     consideration  of the  agreement  of the  Banks to the  terms  hereof in an
     amount equal to 0.10%(ten basis points) of such Bank's Commitment as of the
     Commitment Decrease Effective Date, the receipt by all of the Banks of such
     Amendment  Fee to be a condition  precedent  to the  effectiveness  of this
     Amendment No. 9.

(e)  In order to reflect the foregoing, if necessary, the Banks shall, as of the
     Commitment  Decrease  Effective Date, make  appropriate  adjustments  among
     themselves in order that the amount of Loans  outstanding  to the Borrowers
     from each Bank under the Loan Agreement are in principal amounts, as of the
     Commitment Decrease Effective Date, which are in the same proportion to the
     outstanding  principal  amount of all Loans  that each  Bank's  Commitment,
     respectively,  bears to the aggregate  Commitments of all the Banks,  after
     giving effect to the amended amount of the Commitments;  PROVIDED, HOWEVER,
     that  the  foregoing  adjustments  shall  not be made as of the  Commitment
     Decrease  Effective  Date in respect of Loans  bearing  interest  at a rate
     subject  to  an  Interest  Period  outstanding  immediately  prior  to  the
     Commitment Decrease Effective Date but such adjustments will be made on the
     first day on which the foregoing  adjustments can be made without incurring
     "breakage costs" in respect of each respective Interest Period, so that the
     foregoing  adjustment shall be made as of the Commitment Decrease Effective
     Date only in respect of borrowings  from and after the Commitment  Decrease
     Effective Date or borrowings  that are not subject to any Interest  Period.
     The  Borrowers,  the Banks and the Agent  acknowledge  that no  prepayments
     under the Loan  Agreement  shall be required in respect of the  decrease in
     the Total  Commitment  as  provided  herein  since the total  Loans and L/C
     Obligations  outstanding as of the Commitment Decrease Effective Date shall
     be less than the Banks' Total  Commitment  as so  decreased.  The Borrowers
     agree and consent to the terms of this Section 1.12.
ARTICLE II.  WAIVERS

     2.1. The Banks and the Agent  hereby waive any breach of Section  6.9(a) of
the Loan Agreement  solely for the calendar  quarter ending  September 30, 1999.
The waiver set forth in this  Section  2.1 is  applicable  only to the  specific
provision  of the Loan  Agreement,  and for the time  period,  described in this
Section 2.1 and shall not  constitute a waiver of any other or future  breach of
any terms of the Loan Agreement.

     2.2. The Banks and the Agent  hereby waive any breach of Section  6.9(c) of
the Loan Agreement solely for the twelve-month  period ending on the last day of
the calendar  quarter ending on September 30, 1999. The waiver set forth in this
Section 2.2 is applicable only to the specific  provision of the Loan Agreement,
and for the time period,  described in this Section 2.2 and shall not constitute
a waiver of any other or future breach of any terms of the Loan Agreement.

ARTICLE III.      REPRESENTATIONS AND WARRANTIES.

     3.1 Each of the  Borrowers  represents  and  warrants  to the Agent and the
Banks, as of the Effective Date, as follows:

(a)  Each Borrower is duly organized and validly  existing under the laws of its
     state of  organization  and has the power to own its assets and to transact
     the business in which it is  presently  engaged and in which it proposes to
     be engaged.

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

(c)  Each Borrower has the power to execute and deliver this Amendment No. 9 and
     the other  Loan  Documents  contemplated  hereby  and to  perform  the Loan
     Agreement  as  amended  hereby and the other  Loan  Documents  contemplated
     hereby.  No  consent  or  approval  of  any  Person   (including,   without
     limitation, any stockholder of any Borrower), no consent or approval of any
     landlord or mortgagee, no waiver of any Lien or right of distraint or other
     similar  right  and  no  consent,  license,   approval,   authorization  or
     declaration of any governmental authority,  bureau or agency, is or will be
     required in  connection  with the  execution or delivery by any Borrower of
     this  Amendment  No.  9 or any of the  other  Loan  Documents  contemplated
     hereby.

(d)  This  Amendment  No. 9 and each of the other  Loan  Documents  contemplated
     hereby has been duly executed and delivered by each Borrower  party thereto
     and each  constitutes  the valid and  legally  binding  obligation  of such
     Borrower,  enforceable in accordance with its terms, except that the remedy
     of  specific  performance  and other  equitable  remedies  are  subject  to
     judicial  discretion  and  except as such  enforcement  may be  limited  by
     applicable bankruptcy,  insolvency,  reorganization,  moratorium,  or other
     similar  laws,  now or  hereafter in effect,  relating to or affecting  the
     enforcement of creditors' rights generally.

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

(f)  All of the  properties  and assets  owned by each  Borrower and each of the
     Subsidiaries  and all of the  properties and assets owned by any other Loan
     Party  which  properties  or assets  are  covered  by a  Security  Document
     executed by such Loan Party are owned by each of them,  respectively,  free
     and clear of any Lien of any nature  whatsoever,  except as provided for in
     the  Security  Documents  and as  permitted  by  Section  7.2  of the  Loan
     Agreement.  The Liens which have been  created and granted by the  Security
     Documents  constitute  valid  perfected  Liens on the properties and assets
     covered  by such  Security  Documents,  subject  to no prior or equal  Lien
     except as permitted by Section 7.2 of the Loan Agreement.

(g)  The Liens  granted  pursuant  to the  Security  Documents  secure,  without
     limitation,  the  Obligations  under the Loan  Agreement as amended by this
     Amendment  No. 9, whether or not so stated in the Security  Documents.  The
     terms  "Obligations"  as used in the Security  Documents (or any other term
     used therein to refer to the  Indebtedness,  liabilities and obligations of
     the  Borrowers  to the Banks or the  Agent)  include,  without  limitation,
     Indebtedness,  liabilities and obligations to the Banks and the Agent under
     the Loan Agreement as amended by this Amendment No. 9.

<PAGE>


ARTICLE IV.  CONDITIONS.

     4.1  CONDITIONS.  The  amendments and waiver set forth in Articles I and II
above  shall  be  subject  to the  fulfillment  by the  Borrowers,  in a  manner
satisfactory to the Agent, of all of the conditions  precedent set forth in this
Section 4.1:

(a)  The  Borrowers  and each of the Banks shall have  executed and delivered to
     the Agent this Amendment No. 9.

(b)  (i) The  representations  and  warranties  contained in Article III of this
     Amendment No. 9 and in each other  agreement,  instrument,  certificate  or
     other writing  delivered to the Agent or any Bank pursuant hereto or to the
     Loan Agreement  shall be correct on and as of the date hereof and on and as
     of the Effective Date (after giving effect to the waivers  included herein)
     as though  made on and as of such  date,  and (ii) no  Default  or Event of
     Default shall have occurred and be  continuing on the Effective  Date;  and
     execution and delivery of this Amendment shall  constitute  confirmation by
     the Borrowers of the truth and accuracy and  satisfaction of the conditions
     of this Section 4.1.

(c)  The Agent shall have  received  copies of the  resolutions  of the board of
     directors of the Borrowers,  certified as true,  correct and complete by an
     officer thereof, authorizing the execution and delivery of this Amendment.

(d)  The Agent shall have  received in form and  substance  satisfactory  to the
     Agent a  certificate  of an  authorized  officer  of each of the  Borrowers
     certifying the names and true signatures of the officer  authorized to sign
     this Amendment No. 9 and each of the other  documents  contemplated  hereby
     together with evidence of the incumbency of such authorized officer.

(e)  If  requested,  the Agent  shall  have  received  an  opinion,  in form and
     substance satisfactory to the Banks and the Agent, of Allen P. Palles, Esq.
     or  James  Froberg,  Esq.,  counsel  to the  Borrowers  as to such  matters
     relating  to this  Amendment  as the Agent  and the  Banks  may  reasonably
     request.

(f)  The  Borrowers  shall have (i) paid to each Bank,  and each Bank shall have
     received,  the Amendment Fee, (ii) paid all fees and expenses of counsel to
     the Agent incurred in connection herewith;  and (iii) otherwise complied in
     all respects  with the terms hereof and of any other  agreement,  document,
     instrument  or other  writing to be delivered by the Borrower in connection
     herewith.

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

ARTICLE V.  MISCELLANEOUS.

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

     5.2  The  Loan  Agreement,  the  Security  Documents  and  all  agreements,
instruments  and documents  executed and delivered in connection with any of the
foregoing shall each be deemed amended hereby to the extent  necessary,  if any,
to give effect to the  provisions of this  Amendment No. 9. Except as so amended
hereby,  the Loan  Agreement and the other Loan  Documents  shall remain in full
force and effect in accordance with their  respective  terms.  The execution and
delivery of this Amendment No. 9 by the Borrowers, the Banks and the Agent shall
not waive or be deemed to waive any default  which has  occurred or which may be
occurring  in respect of the Loan  Agreement,  and each of the  waivers  granted
hereunder  shall be effective only in the specific  instance and for the purpose
for which given.  All of the terms and  provisions  of this  Amendment No. 9 are
hereby  incorporated  by reference  into the Loan Agreement as if such terms and
provisions were set forth in full therein.
<PAGE>
     5.3 The  miscellaneous  provisions  under Article 10 of the Loan Agreement,
together with the definitions of all terms used therein,  and all other Sections
of the Loan  Agreement to which such Sections refer are hereby  incorporated  by
reference as if the provisions thereof were set forth in full herein.

     5.4 This  Amendment  No. 9 may be executed in  counterparts  by the parties
hereto, and each such counterpart shall be considered an original,  and all such
counterparts   shall  constitute  one  and  the  same   instrument.   Signatures
transmitted  by  facsimile  shall be deemed as  effective  as manually  executed
originals.

     5.5 THIS AMENDMENT NO. 9 SHALL BE CONSTRUED IN ACCORDANCE  WITH THE LAWS OF
THE STATE OF NEW YORK (WITHOUT  REGARD TO PRINCIPLES OF CONFLICTS OF LAWS),  AND
THE  OBLIGATIONS,  RIGHTS  AND  REMEDIES  OF  THE  PARTIES  HEREUNDER  SHALL  BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.



<PAGE>


     IN WITNESS  WHEREOF,  each of the parties  hereto has caused this Amendment
No. 9 to Third Amended and Restated Loan Agreement to be duly executed as of the
date first above written.

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


                                        By:/s/ Allen P. Palles
                                           -------------------
                                        Name:Allen P. Palles
                                        Title:Executive Vice President and
                                               Chief Financial Officer

                                        CONNOR CAPITAL CORPORATION,
                                        as Borrower


                                        By:/s/ Allen P. Palles
                                           -------------------
                                        Name: Allen P. Palles


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


                                        By: /s/ Anthony McKiernan
                                            ---------------------
                                        Name: Anthony McKiernan


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

                                        By: /s/ Carmel Albano
                                            -----------------
                                        Name: Carmel Albano


                                        LASALLE BANK NATIONAL ASSOCIATION
                                       (formerly known as LASALLE NATIONAL BANK)

                                        By: /s/ Henry Munez
                                            ---------------
                                        Name: Henry Munez



                      [Signature Page to Amendment No. 9 Under
             LINC Capital Third Amended and Restated Loan Agreement]


<PAGE>


                                       BANK ONE, NA (formerly known as THE FIRST
                                       NATIONAL BANK OF CHICAGO)

                                       By: /s/ Andrew Heinecke
                                           -------------------
                                       Name: Andrew Heinecke


                                       EUROPEAN AMERICAN BANK

                                       By: /s/ Kenneth Austin
                                           ------------------
                                       Name: Kenneth Austin


                                       UNION BANK OF CALIFORNIA, N.A.

                                       By: /s/ Alison Mason
                                       --------------------
                                       Name: Alison Mason


                                       KEY BANK NATIONAL ASSOCIATION

                                       By: /s/ Scott Foye
                                           --------------
                                       Name: Scott Foye


                                       NATIONAL CITY BANK

                                       By: /s/ John Stinson
                                           ----------------
                                       Name: John Stinson









                    [Signature Page to Amendment No. 9 Under
             LINC Capital Third Amended and Restated Loan Agreement]