RECEIVABLES PURCHASE AGREEMENT

                          dated as of December 30, 1997

                                      among

                          LINC RECEIVABLES CORPORATION,

                                    as Seller

                               LINC CAPITAL, INC.

                                   as Servicer

                             BLUE KEEL FUNDING, LLC

                                  as Purchaser

                                       and

                                FLEET BANK, N.A.

                                    as Agent





<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
ARTICLE I DEFINITIONS
         SECTION 1.1  Defined Terms............................................1
         SECTION 1.2  Other Definitional Provisions...........................25
         SECTION 1.3  Other Terms.............................................26
         SECTION 1.4  Computation of Time Periods.............................26

ARTICLE I PURCHASE PROCEDURES
         SECTION 2.1  Offer and Acceptance....................................26
         SECTION 2.2  Purchase Limits.........................................26
         SECTION 2.3  Making Purchases from Seller............................27
         SECTION 2.4  Facility Termination Date...............................27
         SECTION 2.5  Representation and Warranty.............................27
         SECTION 2.6  Voluntary Termination of Facility;
                                    Reduction of Purchase Limit...............27
         SECTION 2.7  Increase of Purchase Limit..............................28

ARTICLE III FEES, ETC.
         SECTION 3.1  Fees....................................................28
         SECTION 3.2  Computation of Earned Yield and Fees....................28

ARTICLE IV ESTABLISHMENT AND USE OF ACCOUNTS; SETTLEMENTS
         SECTION 4.1  Accounts................................................28
         SECTION 4.2  Settlements.............................................29
         SECTION 4.3  Interest Rate Swaps.....................................30
         SECTION 4.4  Withdrawals from Reserve Account........................30
         SECTION 4.5  Deemed Collections; Repurchases.........................30
         SECTION 4.6  Servicer Advances.......................................31

ARTICLE V PAYMENTS
         SECTION 5.1  Making of Payments......................................31

ARTICLE VI INCREASED COSTS, ETC.
         SECTION 6.1  Increased Costs.........................................32
         SECTION 6.2  Funding Losses..........................................33

ARTICLE VII CONDITIONS TO PURCHASES
         SECTION 7.1  Initial Purchase........................................33
         SECTION 7.2  All Purchases...........................................35

ARTICLE VIII REPRESENTATIONS AND WARRANTIES OF SELLER
         SECTION 8.1  Representations and Warranties of Seller................36
         SECTION 8.2  Organization and Good Standing, Etc.....................36
         SECTION 8.3  Power and Authority; Due Authorization..................36
         SECTION 8.4  No Violation............................................37
         SECTION 8.5  Validity and Binding Nature.............................37
         SECTION 8.6  Bulk Sales Act..........................................37
         SECTION 8.7  Government Approvals....................................37
         SECTION 8.8  Financial Condition.....................................38
         SECTION 8.9  Margin Regulations......................................38
         SECTION 8.10  Quality of Title.......................................38
         SECTION 8.11  Accuracy of Information................................38
         SECTION 8.12  Offices................................................38
         SECTION 8.13  Capitalization.........................................39
         SECTION 8.14  Trade Names............................................39
         SECTION 8.15  Taxes..................................................39
         SECTION 8.16  Compliance with Applicable Laws, etc...................39
         SECTION 8.17  No Proceedings.........................................39
         SECTION 8.18  Investment Company Act, Etc............................40
         SECTION 8.19  Eligible Contracts.....................................40

ARTICLE IX REPRESENTATIONS AND WARRANTIES OF SERVICER
         SECTION 9.1  Representations and Warranties of
                                    Servicer..................................40
         SECTION 9.2  Organization and Good Standing, Etc.....................40
         SECTION 9.3  Power and Authority; Due Authorization..................40
         SECTION 9.4  No Violation............................................40
         SECTION 9.5  Validity and Binding Nature.............................41
         SECTION 9.6  Government Approvals....................................41
         SECTION 9.7  Financial Condition.....................................41
         SECTION 9.8  Accuracy of Information.................................42
         SECTION 9.9  Offices.................................................42
         SECTION 9.10  Taxes..................................................42
         SECTION 9.11  Compliance with Applicable Laws........................42
         SECTION 9.12  No Proceedings.........................................42
         SECTION 9.13  Investment Company Act, Etc............................43
         SECTION 9.14  Software Programs......................................43

ARTICLE X COVENANTS OF SELLER
         SECTION 10.1  Affirmative Covenants of Seller........................43
         SECTION 10.2  Negative Covenants of Seller...........................49

ARTICLE XI COVENANTS OF SERVICER
         SECTION 11.1  Affirmative Covenants of Servicer......................51
         SECTION 11.2  Negative Covenants of Servicer.........................55

ARTICLE XII TERMINATION EVENTS AND THEIR EFFECT; REMEDIES
         SECTION 12.1  Termination Events.....................................56
         SECTION 12.2  Effect of Termination Event............................58

ARTICLE XIII THE SERVICER
         SECTION 13.1      LINC as Initial Servicer...........................59
         SECTION 13.2      Duties of Servicer.................................59
         SECTION 13.3      Rights of the Agent................................60
         SECTION 13.4      Responsibilities of Seller.........................61
         SECTION 13.5      Further Action.....................................62
         SECTION 13.6      Application of Collections.........................62
         SECTION 13.7      Servicing Compensation; Costs
                                    of Servicing..............................62

ARTICLE XIV THE AGENT
         SECTION 14.1  Authorization and Action...............................63
         SECTION 14.2  Exculpation............................................63
         SECTION 14.3  Agent and Affiliates...................................63
         SECTION 14.4  Contract Schedules.....................................64

ARTICLE XV ASSIGNMENTS
         SECTION 15.1  Restrictions on Assignments............................64
         SECTION 15.2  Documentation..........................................64
         SECTION 15.3  Rights of Assignee.....................................65
         SECTION 15.4  Notice of Assignment...................................65

ARTICLE XVI INDEMNIFICATION
         SECTION 16.1  General Indemnity of Seller............................65
         SECTION 16.2  Indemnity by Servicer..................................67
         SECTION 16.3  Contribution...........................................67

ARTICLE XVII SECURITY INTEREST
         SECTION 17.1  Grant of Security Interest.............................67
         SECTION 17.2  Further Assurances.....................................68
         SECTION 17.3  Remedies...............................................68

ARTICLE XVIII MISCELLANEOUS
         SECTION 18.1  No Waiver; Remedies....................................69
         SECTION 18.2  Amendments, Etc........................................69
         SECTION 18.3  Notices, Etc...........................................69
         SECTION 18.4  Costs, Expenses and Taxes..............................70
         SECTION 18.5  Binding Effect; Survival...............................70
         SECTION 18.6  Captions and Cross References..........................71
         SECTION 18.7  Severability...........................................71
         SECTION 18.8  Governing Law..........................................71
         SECTION 18.9  Counterparts...........................................71
         SECTION 18.10  WAIVER OF JURY TRIAL..................................71
         SECTION 18.11  Recourse to Directors or Officers.....................72
         SECTION 18.12  No Proceedings........................................72
         SECTION 18.13  ENTIRE AGREEMENT......................................72



EXHIBITS

Exhibit A                           Form of Purchase Request
Exhibit B                           Form of Seller Opinion of Counsel
Exhibit C                           Form of Portfolio Certificate
Exhibit D                           Form of Lockbox Agreement
Exhibit E                           Form of Contract

SCHEDULES

Schedule I                         Categories
Schedule 8.17                      Seller Proceedings
Schedule 9.12                      Servicer Proceedings
Schedule 11.1.7                    Credit Policy
Schedule 18.3                      Notice Addresses



<PAGE>




                         RECEIVABLES PURCHASE AGREEMENT


         THIS  RECEIVABLES  PURCHASE  AGREEMENT  is made and entered  into as of
December 30, 1997, among LINC RECEIVABLES  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  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.


<PAGE>
         "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



<PAGE>


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

     "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 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 Eurodollar 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  Participation  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  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.



<PAGE>


         "Collections" means, without duplication, with respect to any Contract,
         -------------
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 or (e)
representing Repurchase Amounts.

         "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.



<PAGE>


         "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 or
other agreements providing support or credit enhancement for 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) all
lock-boxes and accounts to which  Collections  are sent or deposited,  including
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, evidencing or relating to the foregoing; (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 anum.



<PAGE>


         "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.


<PAGE>


         "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 Eurodollar  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 Ratio 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;



<PAGE>


                  (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  Delinquent  Contract  or a  Defaulted
         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 and,  unless the Equipment is owned
         by Seller, in the related Equipment,  respectively, have been perfected
         under the applicable UCC and other applicable laws (if any);



<PAGE>


                  (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  provides for  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
         cancelled 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;

                  (xvii) the term of which has commenced; the Obligor under such
         Contract has made at lease two regularly scheduled payments thereunder;

                  (xviii)  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;



<PAGE>


                  (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 is in substantially  the form of one of the forms
         included  in  Exhibit  E,  and such  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;

                  (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;


<PAGE>


                  (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; and

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

         "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) either such Equipment is owned by Seller or Seller has a
         first priority perfected security interest in such Equipment.

     "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.

<PAGE>


         "Eurodollar  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:

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

where:  "Eurodollar 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,  "Eurodollar
--------
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 Eurodollar 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.

         "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



<PAGE>


                  (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 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.



<PAGE>


         "Fee Letter" means the letter  agreement  between Seller and the Agent,
         ------------
dated as of December 30, 1997, 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  Eurodollar  Rate
         -----------------------
(Reserve  Adjusted)  has  increased  by more  than  0.50%  from the  immediately
preceding  Settlement  Date or (ii) the Swap Cost  exceeds the  Eurodollar  Rate
(Reserve Adjusted) as of the immediately preceding Settlement Date plus 0.75%.



<PAGE>


         "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.

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



<PAGE>


         "Liquidity  Agreement"  means  and  includes  (a) the  Liquidity  Asset
         ----------------------
Purchase  Agreement dated as of December 30, 1997,  among  Purchaser,  Fleet, as
liquidity agent for the Liquidity Banks and as administrator for Purchaser,  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.
----------------


<PAGE>


         "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.

         "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
         ----------------------
December 30, 1997, 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.



<PAGE>


         "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.

         "Overcollateralization  Amount"  means with  respect as of any date the
         -------------------------------
sum of (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,
until the Residual  Inclusion  Date,  without  regard to the Scheduled  Residual
Payment on each such Contract,  plus (2) until the Residual  Inclusion Date, 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,  provided  that,  if the
                                                         --------
Residual  Inclusion Date has occurred during such period, all amounts determined
pursuant to clause (a) shall be  calculated  as if the Residual  Inclusion  Date
occurred prior to the  commencement of such period,  and (c) the sum of the five
largest  Outstanding  Principal  Balances  owed  by a  single  Obligor  and  its
Affiliates,  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;



<PAGE>


                  (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.
         -----------
         "Portfolio Certificate" has the meaning set forth in Section 11.1.8(c).
         ----------------------                               ----------------- 
         "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.


<PAGE>


         "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  December  30,  1997  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:
         ----------------


<PAGE>


         (A) (i) with  respect to any portion of the Capital  that is subject to
an Interest Swap  Agreement,  the  Eurodollar  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  Eurodollar  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)(1) and
                                                              --------------
provided,  further,  that with  respect  to any  portion of the  Capital  funded
-------------------
pursuant to the Liquidity Agreement,  the Purchaser Rate shall be the sum of the
Eurodollar Rate (Reserve Adjusted) for such Settlement Period, plus 1.25%; 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 the rate then in effect
on such day pursuant to the foregoing clause (A), plus 2% per annum.
                                                          ----------
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 Fleet or a bank 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 April, 1998.

     "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



<PAGE>


                           (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  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  Corporation  Reserve  Account",  (iii) in Purchaser's name and (iv)
-------------------------------------------
pledged to Purchaser pursuant to Section 17.1.
                                 -------------

         "Residual  Inclusion Date" means the date which the Agent identifies in
         --------------------------
writing to the Seller as such.



<PAGE>


         "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 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%.



<PAGE>


         "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 February, 1998 (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,
     --------------------
the date from, and including,  the date of the first Purchase  hereunder to, but
excluding,  the first Settlement Date and (ii) thereafter,  the period from, and
including,  the last day of the immediately  preceding Settlement Period to, but
excluding, the next Settlement Date.

         "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  Eurodollar  Rate
(Reserve  Adjusted),  plus (B) the fixed rate described in the foregoing  clause
                      ----
(A).


<PAGE>


         "Swap Date"  means the date that is 270 days from the Closing  Date and
         -----------
the date that is 270 days after the later of the date on which the  Capital  has
been reduced to zero 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.



<PAGE>


         (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  II.1  Offer and  Acceptance.  On the terms and  subject to the
                        ---------------------
conditions  set forth in this  Agreement,  Purchaser  shall 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 II.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 $60,000,000,  as such amount may be reduced pursuant to Section
------                                                                   -------
2.6 or increased pursuant to Section 2.7; 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).



<PAGE>


         SECTION  II.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.

         (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, 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 II.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  or  expiration  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 II.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 Limit.



<PAGE>


         SECTION II.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.

         SECTION  II.7  Increase  of  Purchase  Limit.  Seller  may, in its sole
                        -----------------------------
discretion, upon at least fifteen (15) days' notice to the Agent (with a copy to
Purchaser) increase the Purchase Limit to an amount not to exceed  $100,000,000;
provided, however (a) the Liquidity Banks have increased their commitments under
-----------------
the Liquidity Agreement, which increase shall be at their sole discretion, to an
aggregate  amount equal to not less than 102% of such  increased  Purchase Limit
and (ii) any such increase shall be in multiples of $10,000,000.



                                   ARTICLE III

                                   FEES, ETC.

          SECTION III.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 III.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.


                                   ARTICLE IV

                 ESTABLISHMENT AND USE OF ACCOUNTS; SETTLEMENTS



<PAGE>


         SECTION IV.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 4.3,  with respect to the  Collection
                                   -----------
Account, and Section 4.4, with respect to the Reserve Account.
             -----------

         SECTION IV.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,

         (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,


<PAGE>




         (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 IV.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 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  Eurodollar  Rate
(Reserve Adjusted) with a same day settlement in effect from time to time.

         SECTION IV.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.



<PAGE>


         SECTION IV.5 Deemed Collections;  Repurchases.  If on any day the Gross
                      ------------------
Contract  Amount  of any  Contract  is  reduced  or  cancelled  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 IV.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.

                                    ARTICLE V

                                    PAYMENTS

         SECTION V.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.





<PAGE>


                                   ARTICLE VI

                              INCREASED COSTS, ETC.

         SECTION VI.1 Increased  Costs. If (i) any change in Regulation D of the
                      ----------------
Board of Governors of the Federal Reserve System, or (ii) 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



<PAGE>


              (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 VI.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 VII.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:



<PAGE>


                  VII.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.

                  VII.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.

                  VII.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.

                  VII.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.

                  VII.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.

                  VII.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.
                        ------------

                  VII.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.
   -------------
                  VII.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.



<PAGE>


                  VII.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 and B-2.
------------     ---
     VII.1.10  Monthly  Report.  A Monthly  Report,  together  with a  Portfolio
               ---------------
Certificate as of the date of such initial Purchase.

                  VII.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 any other account to which Collections are sent.

                  VII.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 and the States with the 10 greatest  concentrations
of Obligor locations after giving effect to such Purchase.

     VII.1.13 Liquidity Agreement. The Liquidity Agreement, duly executed by the
              -------------------
Liquidity Banks, Purchaser and the Liquidity Agent.
                  VII.1.14  Other.   Such  other  documents  as  the  Agent  may
                            -----
reasonably request.

         SECTION  VII.2 All  Purchases.  The making of the initial  Purchase and
                        --------------
each  subsequent  Purchase,  are  subject to the  following  further  conditions
precedent that:

                  VII.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 Limit.



<PAGE>


                  VII.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.

     VII.2.3 Facility  Termination Date. The Facility Termination Date shall not
             --------------------------
have occurred. VII.2.4 Commercial Paper Notes. Purchaser is able to obtain funds
in the commercial paper market pursuant to its Program Documents.

                  VII.2.5 Reserve Account.  The amount in the Reserve Account is
                          ---------------
at least equal to the  Required  Reserve  Amount,  after  giving  effect to such
Purchase.

                  VII.2.6  Financing  Statements.   Executed  copies  of  proper
                           ---------------------
Uniform Commercial Code Form UCC-3 termination  statements  necessary to release
all liens and other Adverse Claims of any Person in any Contract related to such
Purchase or the proceeds thereof granted by any Person.


                                  ARTICLE VIII

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         SECTION VIII.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 VIII.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.



<PAGE>


         SECTION VIII.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  VIII.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 VIII.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  VIII.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 VIII.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 unfiled, other than the UCC filings referred to in Section 7.1.12.
                                                                 ---------------



<PAGE>


         SECTION VIII.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  VIII.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 G,
T, U and X promulgated by the Federal Reserve Board from time to time.

         SECTION  VIII.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.  Seller either owns the  Equipment  related to the Contracts or has a
valid and perfected  first  priority  security  interest  therein.  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   VIII.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.



<PAGE>


         SECTION  VIII.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 VIII.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  VIII.14 Trade Names.  Seller does not use any trade name other
                          -----------
than its actual corporate name.

         SECTION  VIII.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  VIII.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 VIII.17 No  Proceedings.  Except as described in Schedule 8.17,
                         ---------------                          ------------- 
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.



<PAGE>


         SECTION  VIII.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  VIII.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 IX.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 IX.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 IX.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.



<PAGE>


         SECTION  IX.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 IX.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 IX.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.

         SECTION IX.7 Financial Condition.
                      -------------------

         (a Servicer's  consolidated  balance sheet as of June 30, 1997, and the
related  statements of earnings and cash flows of Servicer and its  consolidated
Subsidiaries  for  the  six  months  then  ended,  certified  by  Peat  Marwick,
independent  certified public accountants,  and Servicer's  consolidated balance
sheet as of September 30, 1997, and the related  statements of earnings and cash
flows of Servicer  and its  consolidated  Subsidiaries  for the nine months then
ended,  certified by Servicer's  chief financial  officer,  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 dates and the consolidated
results of  operation  of Servicer  and its  consolidated  Subsidiaries  for the
periods ended on such dates.

         (b  Since  June 30,  1997 no event  has  occurred  that has had,  or is
reasonably likely to have, a Material Adverse Effect.


<PAGE>


         SECTION IX.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  IX.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  IX.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  IX.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.



<PAGE>


         SECTION  IX.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  IX.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  IX.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  and
Portfolio Certificates,  of which software,  licenses and subcontracts is either
assignable to a successor Servicer or is readily available without undue cost.


                                    ARTICLE X

                               COVENANTS OF SELLER

         SECTION X.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 it shall:

                  X.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.

                  X.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.


<PAGE>


                  X.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 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,
                ----------
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.

                  X.1.4 Keeping of Records and Books of Account.  Keep books and
                        ---------------------------------------
records that  accurately  reflect in all  material  respects  Seller's  business
affairs and transactions.

                  X.1.5  Performance and Compliance  with Contracts.  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.

                  X.1.6  Location  of  Records.  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.



<PAGE>


                  X.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;



<PAGE>


                  (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;

     (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;



<PAGE>


                  (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.

     X.1.8 Reporting Requirements of Seller. Until the Final Payout 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;



<PAGE>


     (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.

                  X.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.

                  X.1.10  Collections.
                          -----------



<PAGE>


                  (a  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; and

                  (b Instruct all Obligors to cause all Collections of Contracts
         to be deposited directly to a lock-box that is the subject of a Lockbox
         Agreement.

         SECTION X.2 Negative  Covenants  of Seller.  From the date hereof until
                     ------------------------------
the Final Payout Date, unless Purchaser and the Agent shall otherwise consent in
writing, Seller shall perform its Obligations under this Section 10.2.

                  X.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.

     X.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.

                  X.2.3  Restricted Payments.
                         -------------------



<PAGE>


                  (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.

                  X.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  (i) in  accordance  with the terms of such  document,
         instrument or agreement and (ii) 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.

                  X.2.5  Incurrence  of  Indebtedness.  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.

                  X.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.

                  X.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.


<PAGE>


                  X.2.8 Change in Payment Instructions to Obligors. Seller shall
                        ------------------------------------------
not make any change in its  instructions  to Obligors  regarding  Collections or
payments to be made to a lock-box  that is the  subject of a Lockbox  Agreement,
unless (i) the Agent  shall  have  received  notice of such  change and (ii) the
Agent  previously  shall have consented in writing to such change.  Seller shall
not add or  terminate  any  bank as a  Lockbox  Bank or make any  change  in its
instructions  regarding  payments to be made by the Lockbox Bank, unless (A) the
Agent shall have received duly executed counterparts of a Lockbox Agreement with
each new Lockbox  Bank and copies of such  instructions  (which shall be in form
and substance  acceptable to the Agent) and (B) the Agent  previously shall have
consented in writing to such termination or change.

                  X.2.9 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 XI.1  Affirmative  Covenants of Servicer.  From the date hereof
                       ----------------------------------
until the Final Payout Date, unless Purchaser and the Agent otherwise consent in
writing,  Servicer hereby covenants and agrees with Purchaser and the Agent that
it shall:

                  XI.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.

                  XI.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.



<PAGE>


                  XI.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.

                  XI.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.

                  XI.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.

                  XI.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.

     XI.1.7  Credit  Policy.  Comply in all  material  respects  with the Credit
             --------------
Policy in regard to each Contract.

     XI.1.8  Reporting  Requirements  of  Servicer.  Furnish  to the  Agent  and
             -------------------------------------
Purchaser:

<PAGE>


                  (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 Peat Marwick 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  Portfolio  Certificates and
         stating  whether  such   computations   indicate  that  such  Portfolio
         Certificates  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, together with a certificate substantially in the form of Exhibit
                                                                         -------
         C (a "Portfolio  Certificate"),  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;



<PAGE>


                  (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



<PAGE>


                  (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.

                  XI.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; and

                  (b)  Instruct  all  Obligors  to  cause  all   Collections  of
         Contracts to be deposited directly to a lock-box that is the subject of
         a Lockbox Agreement.

         SECTION XI.2 Negative Covenants of Servicer. From the date hereof until
                      ------------------------------
the Final Payout Date, unless Purchaser and the Agent shall otherwise consent in
writing, Servicer shall perform its Obligations under this Section 11.2.
                                                           ------------

                  XI.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.



<PAGE>


                  XI.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.

                  XI.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.

                  XI.2.4 Change in Payment  Instructions  to Obligors.  Servicer
                         --------------------------------------------
shall not make any change in its instructions to Obligors regarding  Collections
or payments to be made to a lock-box that is the subject of a Lockbox Agreement,
unless (i) the Agent  shall  have  received  notice of such  change and (ii) the
Agent previously shall have consented in writing to such change.  Servicer shall
not add or  terminate  any bank as the  Lockbox  Bank or make any  change in its
instructions  regarding  payments to be made by the Lockbox Bank, unless (A) the
Agent shall have received duly executed counterparts of a Lockbox Agreement with
each new Lockbox  Bank and copies of such  instructions  (which shall be in form
and substance  acceptable to the Agent) and (B) the Agent  previously shall have
consented in writing to such termination or change.

                  XI.2.5  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

     SECTION XII.1 Termination  Events. Each of the following shall constitute a
                   -------------------
Termination Event under this Agreement:

     XII.1.1 Non-Payment,  Etc. Seller shall fail to make any payment or deposit
             -----------
to be made by it hereunder when due.

                  XII.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.



<PAGE>


                  XII.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 or Portfolio  Certificate  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.

                  XII.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.

                  XII.1.5 Bankruptcy. An Event of Bankruptcy shall have occurred
                          ----------
and remained continuing with respect to Seller.

     XII.1.6  Purchase  and  Sale   Termination   Event.  A  Purchase  and  Sale
              -----------------------------------------
Termination Event shall have occurred and be continuing.

                  XII.1.7 Ratio.  The average of the Delinquency  Ratios for any
                          -----
three consecutive calendar months exceeds 8%.

     XII.1.8 Material  Adverse Effect.  The warranty in Section 8.8(b) or 9.7(b)
             ------------------------                   ------------------------
shall not be true at any time.

                  XII.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.



<PAGE>


                  XII.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.

                  XII.1.11  Change in  Control.  A Change in Control  shall have
                            ------------------
occurred.

     XII.1.12  Servicer  Termination  Event. A Servicer  Termination Event shall
               ----------------------------
occur and be continuing.

                 XII.1.13 Pay-Out Limit.  The Capital exceeds the Pay-Out Limit.
                          -------------

         SECTION XII.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.


<PAGE>



                                  ARTICLE XIII

                                  THE SERVICER

         SECTION  XIII.1 LINC as Initial  Servicer.  (a) 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 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 XIII.2 Duties of Servicer.  (a)  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.



<PAGE>


                  (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 Payout Date.

         SECTION  XIII.3  Rights of the  Agent.  (a) 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;



<PAGE>


                     (ii) At the Agent's request and at Seller's expense, 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;

                    (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 XIII.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.



<PAGE>


         SECTION XIII.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 XIII.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 XIII.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.



<PAGE>


                                   ARTICLE XIV

                                    THE AGENT

         SECTION XIV.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 XIV.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.



<PAGE>


     SECTION XIV.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 XIV.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 XV.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 XV.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.



<PAGE>


         SECTION  XV.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 XV.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 XVI.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;

<PAGE>


                  (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,
         Portfolio  Certificate 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;

                  (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.



<PAGE>


         SECTION XVI.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,  Portfolio  Certificate 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  XVI.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



<PAGE>


         SECTION XVII.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  XVII.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 XVII.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.



<PAGE>



                                  ARTICLE XVIII

                                  MISCELLANEOUS

         SECTION  XVIII.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 XVIII.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.



<PAGE>


     SECTION XVIII.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  XVIII.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 (A) 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 (B) 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 (ii) 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;

         (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.



<PAGE>


         SECTION  XVIII.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  XVIII.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  XVIII.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  XVIII.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 XVIII.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.



<PAGE>


         SECTION  XVIII.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 XVIII.11 Recourse to Directors or Officers.  The obligations of
                          ---------------------------------
Purchaser  under  this  Agreement  are  solely  the  corporate   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.

         SECTION  XVIII.12 No  Proceedings.  Each of Servicer 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 or there shall not have elapsed one
year plus one day since the last day on which any such  Commercial  Paper  Notes
shall be outstanding.

         SECTION  XVIII.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.


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S-1

         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 CORPORATION


         /s/ M. Eileen O'Brien
By_________________________________
          M. Eileen O'Brien
Name:____________________________
          VP & Treasurer
Title:___________________________


LINC CAPITAL, INC.


          /s/ R. E. Laing
By_________________________________
          R. E. Laing
Name:____________________________
          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 E Mehos
By_________________________________
          Harris E. Mehos
Name:____________________________
          Vice President
Title:___________________________