<PAGE>   1
                                                                    Exhibit 10.1


           FIRST CONSOLIDATED AMENDMENT TO LOAN AND SECURITY AGREEMENT

         THIS FIRST CONSOLIDATED AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is made and entered into this 29th day of August, 1997, by and
between CAPITAL FACTORS, INC., a Florida corporation (hereinafter referred to as
"Borrower") with its chief executive office and principal place of business at
120 East Palmetto Park Road, 5th Floor, Boca Raton, Florida 33432, and FLEET
CAPITAL CORPORATION, a Rhode Island corporation (hereinafter referred to as
"Fleet"), successor-by-merger to Fleet Capital Corporation, a Connecticut
corporation ("Old Fleet") with an office at 300 Galleria Parkway, N.W., Suite
800, Atlanta, Georgia 30339.

                                    RECITALS:
                                    ---------

         Old Fleet and Borrower entered into a certain Loan and Security
Agreement dated as of March 4, 1996 (the "Loan Agreement"), pursuant to which
Old Fleet made certain revolving credit loans to Borrower.

         Effective May 1, 1996, Old Fleet merged into Fleet Credit Corporation,
a Rhode Island corporation ("Fleet Credit"), with Fleet Credit being the
surviving corporation and having changed its name to "Fleet Capital
Corporation."

         Fleet and Borrower have amended the Loan Agreement pursuant to a
certain First Amendment to Loan and Security Agreement dated July 15, 1996,
between Borrower and Fleet (the "Prior Amendment").

         The parties desire to further amend the Loan Agreement as hereinafter
set forth, with the amendments provided for herein to supersede and replace the
Prior Amendment in its entirety.

         NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:

         1. DEFINITIONS. All capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Loan Agreement.


         2. AMENDMENT TO LOAN AGREEMENT. The Loan Agreement is hereby amended as
follows:

                  (a) By deleting the address for Borrower in the fourth and
         fifth lines of the initial paragraph on page 1 thereof and by
         substituting therefor "120 East Palmetto Park Road, 5th Floor, Boca
         Raton Florida 33432," which, as of May 12, 1997, shall be the chief
         executive office and principal place of business.

                  (b) By deleting the phrase "in effect for such day" in the
         third line of Section 2.1.1 thereof.

                  (c) By deleting Section 2.6 thereof in its entirety and by
         substituting therefor the following:




<PAGE>   2

                           2.6. AUDIT AND APPRAISAL FEES. Borrower shall
                  reimburse Lender for all reasonable costs and expenses
                  incurred by Lender in connection with audits and appraisals of
                  Borrower's books and records, the Transaction Documents and
                  such other matters as Lender shall deem reasonable and
                  appropriate.

                  (d) By adding the following to the end of Section 3.1.1:

                  Unless Lender, in the exercise of its sole and absolute
         discretion, shall otherwise agree, Lender shall not be obligated to
         fund Revolver Loans more than once per calendar month, to the extent
         such funding would be based upon the amount of Qualified Borrower
         Advances owing to Borrower by a Designated Obligor whose Borrower
         Advances were not previously included in the Borrowing Base and such
         funding would occur subsequent to Lender's receipt during the then
         current calendar month of SCHEDULE 1 to the Securitization Agreement
         then in Trustee's possession pursuant to the terms of the Intercreditor
         Agreement.

                  (e) By deleting clause (i) of Section 8.1.12 thereof and by
         substituting therefor the following:

                  (i) For Borrower's operations relating to Healthcare Advances
         on or before July 31, 1996

                  (f) By deleting Section 8.2.17 thereof in its entirety and by
         substituting therefor the following:




                                      -2-
<PAGE>   3



                           8.2.17. SALE OF PARTICIPATIONS. Sell or transfer a
                  participation in any Borrower Advance or the Transaction
                  Documents relating thereto, except to the extent that each of
                  the following conditions has been fully satisfied: (i) no
                  Default or Event of Default exists at the time of or would
                  result from the conveyance, assignment, transfer or sale of a
                  participation in such Borrower Advance; (ii) Borrower gives
                  Lender at least 5 days prior written notice of Borrower's
                  intent to convey, assign, transfer or sell a participation in
                  any Borrower Advance (in which notice Borrower shall specify
                  the identity of the proposed participant and terms of the
                  participation); (iii) no Out-of-Formula Condition exists at
                  the time or would result from such sale or transfer of a
                  participation in a Borrower Advance unless such Out-of-Formula
                  Condition is eliminated at the time of such sale or transfer
                  by payment to Lender, in immediately available funds, of the
                  purchase price that Borrower receives from the purchaser of
                  such participation, and (iv) the participation or other
                  interest sold or transferred in any Borrower Advance does not
                  provide for payment thereof on a preferred or priority basis
                  or provide for a priority right to the distribution of
                  proceeds of collateral or other security for the Borrower
                  Advance, but, rather, is to be paid on a pro rata basis in
                  relation to Borrower's interest in the Borrower Advance.

                  (g) By deleting the notice addresses for Borrower set forth in
         Section 11.8 thereof in their entirety and by substituting therefor the
         following:

                  If to Borrower:   Capital Factors, Inc.
                                    120 East Palmetto Park Road
                                    5th Floor
                                    Boca Raton, Florida  33432
                                    ATTENTION: President
                                    Facsimile No.: (561) 368-6687

                  With a copy to:   Capital Factors, Inc.
                                    120 East Palmetto Park Road
                                    5th Floor
                                    Boca Raton, Florida  33432
                                    ATTENTION: Michael G. Levine,
                                    Vice President and
                                    Corporate Counsel
                                    Facsimile No.: (561) 347-9916

                  (h) By adding the following new definitions to APPENDIX A
         thereto in proper alphabetical sequence:

                  BOARD OF GOVERNORS - the Board of Governors of the Federal
         Reserve Board.

                                      -3-
<PAGE>   4


                  DESIGNATION SCHEDULE - a Designated Obligor Designation
         Schedule in the form of EXHIBIT E hereto, which shall be completed by
         Borrower and submitted to Lender with respect to each Obligor (i) that
         Borrower requests Lender to consider as a Designated Obligor and (ii)
         whose Borrower Advances Borrower requests Lender to consider as
         Qualified Borrower Advances.

                  FLEET BANK POSTED LIBOR RATE - for any day of the week, the
         rate of interest determined by Bank to be the average (rounded upward
         to the nearest 1/16th of 1%) of the rates at which deposits in
         immediately available Dollars are being offered or quoted by major
         banks selected by Bank in the London interbank market for a 30-day term
         at any time during the Business Day that is the second Business Day
         immediately preceding such day of the week; and, if no such offers or
         quotes are generally available, a rate determined by Bank in its
         reasonable judgment that would be applicable if such offers or quotes
         were generally available.

                  REGULATION D - Regulation D of the Board of Governors.

                  STATUTORY RESERVES - on any date, the percentage (expressed as
         a decimal) established by the Board of Governors which is the then
         stated maximum rate for all reserves (including, but not limited to,
         any emergency, supplemental or other marginal reserve requirements)
         applicable to any member bank of the Federal Reserve System in respect
         to Eurocurrency Liabilities (or any successor category of liabilities
         under Regulation D). Such reserve percentage shall include, without
         limitation, those imposed pursuant to said Regulation D. The Statutory
         Reserve shall be adjusted automatically on and as of the effective date
         of any change in such percentage.

         (i) By deleting the definition of "Availability Reserve" in APPENDIX A
         thereto and by substituting therefor the following:

                  AVAILABILITY RESERVE - on any date of determination thereof,
         an amount equal to the sum of: (i) any amounts which Borrower is
         obligated to pay pursuant to the provisions of the Loan Documents but
         does not pay when due and which Lender elects to pay pursuant to any of
         the Loan Documents for the account of Borrower; (ii) if Lender in its
         sole and absolute discretion so elects, an amount equal to $4,000,000;
         (iii) for so long as any Event of Default exists, such additional
         reserves as Lender in its sole and absolute discretion may elect to
         impose from time to time, without waiving any such Event of Default or
         Lender's entitlement to accelerate the maturity of the Obligations as a
         consequence thereof; and (iv) all amounts of past due rent or other
         charges owing by Borrower to any landlord of any premises leased and
         occupied by Borrower.



                                      -4-
<PAGE>   5


                  (j) By deleting the definition of "Borrowing Base" in APPENDIX
         A thereto and by substituting therefor the following:

                  BORROWING BASE - on any date of determination thereof, an
         amount equal to the lesser of:

                           (i) $50,000,000; or

                           (ii) an amount equal to:

                                    (a) 90% of the Net Amount of Qualified
                           Borrower Advances outstanding at such date;

                                      MINUS

                                    (b)  the Availability Reserve.

                  (k) By deleting the definition of "Designated Obligor" in
         APPENDIX A thereto and by substituting therefor the following:

                  DESIGNATED OBLIGOR - each Obligor identified on EXHIBIT C to
         the Agreement, as the same may be amended, modified or supplemented
         from time to time, or any Obligor hereafter indicated as a Designated
         Obligor pursuant to a Designation Schedule or other written agreement
         between Borrower and Lender.

                  (l) By deleting the definition of "LIBOR Rate" in APPENDIX A
         thereto and by substituting therefor the following:

                  LIBOR RATE - an interest rate per annum equal to the quotient
         of (a) the Fleet Bank Posted LIBOR Rate in effect for such date divided
         by (b) a percentage (expressed as a decimal) equal to 100% minus
         Statutory Reserves.

                  (m) By deleting the word "subordinated" in the second line of
         the definition of "Liquidity" in APPENDIX A thereto and by substituting
         therefor the word "substituted."

                  (n) By deleting the definition of "Qualified Borrower
         Advances" in APPENDIX A thereto and by substituting therefor the
         following:

                  QUALIFIED BORROWER ADVANCE - a Borrower Advance made in the
         ordinary course of Borrower's business which is payable in Dollars and
         which Lender, in its customary credit judgment, deems to be a Qualified
         Borrower Advance. Without limiting the generality of the foregoing, no



                                      -5-
<PAGE>   6

         Borrower Advance shall be a Qualified Borrower Advance if and to the
         extent that: (i) Borrower is not the legal and beneficial owner of the
         Borrower Advance; (ii) if Lender so elects, in the exercise of its sole
         discretion, the aggregate outstanding balance of Borrower Advances to a
         Designated Obligor exceeds $5,000,000 or such greater amount as Lender,
         in its sole discretion, may establish, to the extent of such excess;
         (iii) the amount thereof is not based upon a Designated Obligor
         Borrowing Base; (iv) a Designated Obligor Overadvance exists, but such
         Borrower Advance shall be ineligible only to the extent of such
         Designated Obligor Overadvance; (v) to the extent that a part of the
         amount of the Borrower Advance is based upon the amount or Value of the
         eligible Accounts and the eligible Inventory of a Designated Obligor,
         the amount of the Borrower Advance based upon the Value of such
         Designated Obligor's eligible Inventory exceeds the amount of the
         Borrower Advance based upon such Designated Obligor's eligible
         Accounts, to the extent of such excess; (vi) the amount of the Borrower
         Advance to a Designated Obligor based upon the Value of such Designated
         Obligor's Inventory exceeds 40% of the Value of such Inventory, to the
         extent of such excess; (vii) if the Borrower Advance is a Healthcare
         Advance, the amount of the Borrower Advance owing by a Designated
         Obligor exceeds an amount equal to the sum of all collections of
         Accounts of such Designated Obligor applied in payment of such Borrower
         Advance during the immediately preceding 3 calendar months; (viii) it
         arises out of an extension of credit by Borrower to a Subsidiary or an
         Affiliate of Borrower or to a Person controlled by an Affiliate of
         Borrower; (ix) the Designated Obligor is also Borrower's creditor or
         the Designated Obligor has disputed liability with respect to any
         Borrower Advance or has made any claim with respect to any Borrower
         Advance due from such Designated Obligor to Borrower, or the Borrower
         Advance otherwise is or may become subject to any right of setoff,
         counterclaim or reserve; (x) all or any part of the Borrower Advance
         has been or will be written off by Borrower as a loss or designated as
         a "non-accrual" or "non-earning" asset; (xi) an Insolvency Proceeding
         has been commenced by or against the Designated Obligor or the
         Designated Obligor has suspended business or has ceased to be Solvent;
         (xii) it arises from an extension of credit to a Designated Obligor
         with its principal office, assets or place of business outside the
         United States, unless the extension of credit is backed by an
         irrevocable letter of credit issued or confirmed by a bank to Lender
         and is in form and substance acceptable to Lender, payable in the full
         amount of the Borrower Advance in freely convertible Dollars at a place
         of payment within the United States; (xiii) the Designated Obligor is
         located in New Jersey, Minnesota or any other state imposing similar
         conditions on the right of a creditor to collect accounts receivable
         unless such Designated Obligor has either qualified to do business in
         such state as a foreign corporation or filed a Notice of Business
         Activities Report or other required report with the appropriate
         officials in those states for the then current year; (xiv) the
         Designated Obligor is located in a state in which 


                                      -6-
<PAGE>   7

         Borrower is deemed to be doing business under the laws of such state
         and which denies creditors access to its courts in the absence of
         qualification to transact business in such state or of the filing of
         any reports with such state, unless Borrower has qualified as a foreign
         corporation authorized to transact business in such state or has filed
         all required reports; (xv) the Borrower Advance is subject to a Lien
         other than a Lien in favor of Borrower; (xvi) the Designated Obligor is
         not a duly organized and validly existing corporation, general
         partnership, limited partnership or limited liability company; (xvii)
         the Designated Obligor is not in good standing under the laws of the
         jurisdiction of its creation or is not authorized to do business and in
         good standing as a foreign corporation in all other states and
         jurisdictions where the character of such Designated Obligor's
         properties or the nature of such Designated Obligor's activities make
         such qualification necessary; (xviii) the Designated Obligor is not a
         party to a legal, valid and binding Transaction Document that provides
         that it is binding upon and inures to the benefit of the successors and
         assigns of the parties thereto; (xix) Borrower has accelerated the
         maturity or demanded payment of, or otherwise commenced the exercise of
         its remedies with respect to, the Borrower Advance; (xx) if the
         Borrower Advance is a Healthcare Advance, the Payment Rights relating
         to such Healthcare Advance is payable by an individual and is not
         insured by a private contract of insurance or Medicare or Medicaid; or
         (xxi) the Borrower Advance is not made under or memorialized by
         Transaction Documents containing terms similar in all material respects
         to the Transaction Documents provided by Borrower to Lender and
         approved by Lender prior to the Closing Date; or (xxii) any covenant,
         representation or warranty contained in the Agreement with respect to
         the Borrower Advance has been breached.

                  (o) By deleting the word "Code" in the fourth line of the
         definition of "Senior Security Interest" in APPENDIX A thereto and by
         substituting therefor the phrase "Applicable Law."

                  (p) By adding to SCHEDULE 7.1.1 thereto, as a jurisdiction in
         which Borrower is qualified to do business, a reference to "Georgia."

                  (q) By deleting the reference to "1799 West Oakland Park
         Boulevard, Fort Lauderdale, Florida 33311" under the heading "Chief
         Executive Office" in paragraph 1 and under the heading "Borrower
         maintains its books and records relating to Accounts and General
         Intangibles" in paragraph 2 of SCHEDULE 7.1.6 thereto and by
         substituting therefor a reference to "120 East Palmetto Park Road, 5th
         Floor, Boca Raton, Florida 33432."

                  (r) By adding as an additional location under the "Other
         Locations" heading in paragraph 1 of SCHEDULE 7.1.6 thereto "the
         Atlanta Office located at 2849 Paces Ferry Road, Suite 100, Atlanta,
         Georgia 30339."


                                      -7-
<PAGE>   8

                  (s) By adding the following information under the heading
         "Operating Leases" on SCHEDULE 7.1.20 thereto:

         Lease of office space located at 2849 Paces Ferry Road, Suite 100,
         Atlanta, Georgia 30339

                  (t) By adding the following to SCHEDULE 8.2.5 thereof:

         Security interest in office furniture and fixtures granted in
         connection with the lease of office space at 2849 Paces Ferry Road,
         Suite 100, Atlanta, Georgia 30339.

                  (u) All references to Borrower's chief executive office and
         principal place of business in the Loan Agreement and in the other Loan
         Documents not specifically amended hereby shall be deemed to be: 120
         East Palmetto Park Road, 5th Floor, Boca Raton, Florida 33432.

                  (v) By deleting EXHIBIT C thereto and by substituting therefor
         EXHIBIT C to this Amendment.

                  (w) By adding EXHIBIT E to this Amendment as EXHIBIT E to the
         Loan Agreement.

         3. RATIFICATION AND REAFFIRMATION. Borrower hereby ratifies and
reaffirms each of the Loan Documents and all of Borrower's covenants, duties and
liabilities thereunder.

         4. ACKNOWLEDGMENTS AND STIPULATIONS. Borrower acknowledges and
stipulates that the Loan Agreement and the other Loan Documents executed by
Borrower are legal, valid and binding obligations of Borrower that are
enforceable against Borrower in accordance with the terms thereof; and the Liens
granted by Borrower in the Collateral in favor of Fleet are duly perfected,
first priority Liens.

         5. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
Fleet, to induce Fleet to enter into this Amendment, that, after giving effect
to the amendments set forth in Section 2 hereof, no Default or Event of Default
exists on the date hereof; the execution, delivery and performance of this
Amendment have been duly authorized by all requisite corporate action on the
part of Borrower and this Amendment has been duly executed and delivered by
Borrower; and all of the representations and warranties made by Borrower in the
Loan Agreement are true and correct on and as of the date hereof.

         6. EFFECTIVENESS; GOVERNING LAW. This Amendment shall be effective upon
acceptance by Fleet in Atlanta, Georgia, whereupon the same shall be governed by
and construed in accordance with the internal laws of the State of Georgia.

         7. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


                                      -8-
<PAGE>   9

         8. NO NOVATION, ETC.. Except as otherwise expressly provided in this
Amendment, nothing herein shall be deemed to amend or modify any provision of
the Loan Agreement, any of the Other Agreements or any of the Security
Documents, each of which shall remain in full force and effect. This Amendment
is not intended to be, nor shall it be construed to create, a novation or accord
and satisfaction, and the Loan Agreement as herein modified shall continue in
full force and effect.

         9. COUNTERPARTS; TELECOPIED SIGNATURES. This Amendment may be executed
in any number of counterparts and by different parties to this Agreement on
separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same agreement.
Any signature delivered by a party by facsimile transmission shall be deemed to
be an original signature hereto.

         10. FURTHER ASSURANCES. Borrower agrees to take such further actions as
Fleet shall reasonably request from time to time in connection herewith to
evidence the amendments set forth herein to the Loan Agreement.

         11. SECTION TITLES. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto.

         12. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE PARTIES HERETO EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT, COUNTERCLAIM OR PROCEEDING ARISING OUT OF OR RELATED TO THIS
AMENDMENT.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal in Atlanta, Georgia, and delivered by their respective
duly authorized officers on the date first written above.

                                                CAPITAL FACTORS, INC.

                                                ("Borrower")

                                                By: 
                                                    ---------------------------
                                                    DONALD WISDOM,
                                                    Senior Vice President

         Accepted and agreed to in Atlanta, Georgia, this _____ day of
____________, 1997.



                                                FLEET CAPITAL CORPORATION
                                                ("Fleet")


                                                By: 
                                                    ---------------------------

                                                Title: 
                                                      -------------------------


                                      -9-



<PAGE>   10

                            CONSENT AND REAFFIRMATION

         The undersigned guarantor of the Obligations of Borrower at any time
owing to Fleet hereby: (i) acknowledges receipt of a copy of the foregoing First
Consolidated Amendment to Loan and Security Agreement; (ii) consents to
Borrower's execution and delivery thereof; (iii) agrees to be bound thereby; and
(iv) affirms that nothing contained therein shall modify in any respect
whatsoever its guaranty of the Obligations and reaffirms that such guaranty is
and shall remain in full force and effect.

         IN WITNESS WHEREOF, the undersigned has executed this Consent and
Reaffirmation on and as of the date of such First Consolidated Amendment to Loan
and Security Agreement.

                                                  CAPITAL FACTORS HOLDING, INC.

                                                  By:
                                                     --------------------------
                                                      JOHN W. KIEFER, President





                                      -10-
<PAGE>   11






                              CAPITAL FACTORS, INC.
                        ASSISTANT SECRETARY'S CERTIFICATE
                                       OF
                         BOARD OF DIRECTORS RESOLUTIONS

         I, Michael G. Levine, DO HEREBY CERTIFY, that I am the Assistant
Secretary of Capital Factors, Inc. (the "Corporation"), a corporation duly
organized and existing under and by virtue of the laws of the State of Florida
and am keeper of the records and seal thereof; that the following is a true,
correct and compared copy of the resolutions duly adopted by the unanimous
consent of all members of the Board of Directors of said Corporation effective
as of August 29, 1997; and that said resolutions are still in full force and
effect:

         RESOLVED, that the Chairman of the Board, President, any Vice
President, or any other officer or board member of this Corporation (or the
designee of any of them), each be, and each hereby is, authorized and empowered
(either alone or in conjunction with any one or more of the other officers of
the Corporation) to take, from time to time, all or any part of the following
actions on or in behalf of the Corporation: (i) to make, execute and deliver to
Fleet Capital Corporation ("Lender") (1) a First Consolidated Amendment to Loan
and Security Agreement (the "Amendment") providing for the amendment of certain
terms of that certain Loan and Security Agreement dated as of March 4, 1996,
between the Corporation and Lender, as amended (the "Loan Agreement"), and (2)
all other agreements, documents and instruments contemplated by or referred to
in the Amendment or executed by the Corporation in connection therewith; said
Amendment to be substantially in the form presented by Lender with such
additional, modified or revised terms as may be acceptable to any officer or
director of the Corporation, as conclusively evidenced by his or her execution
thereof; and (ii) to carry out, modify, amend or terminate any arrangements or
agreements at any time existing between the Corporation and Lender.

         RESOLVED, that any arrangements, agreements, security agreements, or
other instruments or documents referred to or executed pursuant to the Amendment
by John W. Kiefer, any other officer or director of the Corporation, or by an
employee of the Corporation acting pursuant to delegation of authority, may be
attested by such person and may contain such terms and provisions as such person
shall, in his or her sole discretion, determine.

         RESOLVED, that the Loan Agreement and each amendment to the Loan
Agreement heretofore executed by any officer or director of the Corporation and
any actions taken under the Loan Agreement as thereby amended are hereby
ratified and approved.

         I DO FURTHER CERTIFY that John W. Kiefer is the President of
the Corporation, Donald Wisdom is the Senior Vice President of Corporation and
Michael G. Levine is the Assistant Secretary of the Corporation and each is duly
elected, qualified and acting as such, respectively.





<PAGE>   12

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of
the Corporation, this 29th day of August, 1997.




                                               ------------------------------
                                               MICHAEL G. LEVINE,
                                               Assistant Secretary

                                               [CORPORATE SEAL]

         I, John W. Kiefer, President of said Corporation, do hereby certify
that the foregoing is a correct copy of the resolutions passed by the Board of
Directors of the Corporation and that Michael G. Levine is Assistant Secretary
of the Corporation and is duly authorized to attest to the passage of said
resolutions.





                                               ------------------------------
                                               JOHN W. KIEFER, President




                                       -2-
<PAGE>   13






                                    EXHIBIT C

                               DESIGNATED OBLIGORS

            DESIGNATED OBLIGOR                               CLIENT NUMBER
            ------------------                               -------------

 1.         Title Loans of America                                2800
 2.         21st Capital Corp.                                    3001
 3.         ConAm Corp.                                           3154
 4.         Duo-Cal Industries, Inc.                              3196
 5.         Performance Funding Corporation                       3767
 6.         Third Party Enterprises, Inc.                         3871
 7.         Vanguard Studios, Inc., a subsidiary                  3891
                     of Henlor, Inc.
 8.         Healthcare Associates                                 9025
 9.         Hillcrest Care Center, Inc. d/b/a                     9030
                     Hillcrest Nursing Home
 10.        BTNH, Inc. d/b/a/ Delaware Heights                    9031
                     Health Care Center
 11.        Consolidated Rehabilitation                           9145
                     Services, Inc.
 12.        Home Care Medical Services, Inc.                      9380
 13.        Newhall Community Hospital, Inc.                      9415
 14.        Newhall Urgent Care, Inc.                             9417
 15.        Laing International Corporation                       9450
 16.        Center for Special Immunology, Inc./               9101/9120
                     C.S.I. Miami, Inc.
 17.        CSI Clinical Laboratories, Inc.                    9102/9114
 18.        CSI of Illinois, Inc.                              9103/9115
 19.        CSICA Corporation                                  9104/9116
 20.        CSI Therapeutics, Inc.                             9109/9117
 21.        CSI Therapeutics Managed Care                      9101-9118
 22.        CSI Miami, Inc.                                       9121


<PAGE>   14




                               EXHIBIT C CONTINUED

                               DESIGNATED OBLIGORS


           DESIGNATED OBLIGOR                                CLIENT NUMBER
           ------------------                                -------------

23.        CSI Kansas, Inc.                                    9112/9119
24.        PTS Rehab, Inc.                                     9146/9147
25.        Midpoint Service Provider, Inc.                       9550
26.        R.H. Keller, M.D., P.A. d/b/a                         9600
                   Biodoron
27.        TMG Health Services, Inc.                              9419
28.        JJED Care Industries                                   9430
29.        Hospital Staffing Services, Inc.                  9650/9651/9652
30.        One Call Medical, LLC                                  9580
31.        Valcour Medical                                        9680
32.        Visiting Nurse Association of Florida             9700/9701/9702
33.        Sun Capital, Inc.                                      7680
34.        Williams Rehabilitation Corporation                    9800
35.        Capital Credit, Inc.                                   3129
36.        Action Tool, Inc.                                      5040
37.        Central Valley General Hospital                      9075/9076
38.        Girling Healthcare, Inc.                           9350/9351/9352
39.        Aexcel Short-term                                       3018
                    Accounts Receivable -
                    Backed Securities VII, a
                    California limited partnership



                                      -2-
<PAGE>   15






                                    EXHIBIT E

                         DESIGNATED OBLIGOR DESIGNATION
                      SCHEDULE TO FLEET CAPITAL CORPORATION

                This Designated Obligor Designation Schedule is dated
       ________________, 19__, and issued pursuant to the Loan and Security
       Agreement between Fleet Capital Corporation ("Lender") and the
       undersigned ("Borrower") dated as of March 4, 1996 (as at any time
       amended, the "Loan Agreement"). Capitalized terms used herein, unless
       otherwise defined, shall have the meaning set forth in the Loan
       Agreement.

                Borrower hereby requests that (i) the following named Obligor be
       deemed a Designated Obligor and (ii) that Borrower Advances to such
       Designated Obligor treated as Qualified Borrower Advances pursuant to the
       Loan Agreement :

                Obligor's Full Legal Name:  _________________________

                Obligor's Principal Business Address:  _______________________

                                                       _______________________

                                                       _______________________


                Type of Business Entity:    _________________________

                Closing Date of
                Transaction Documents:      _________________________


                            LIEN PERFECTION CHECKLIST

         1.       UCC Assignment Forms with respect to each UCC-1 financing
                  statement naming Borrower as secured party executed "in blank"
                  by Borrower and delivered to Lender? Yes ____ No ____.

         2.       UCC-3 Amendment to Lender's UCC-1 financing statements to add
                  Obligor as a Designated Obligor executed by Borrower and
                  delivered to Lender? Yes ____ No ____.

         3.       Promissory Note(s) made by Obligor to Borrower's order? Yes
                  ____ No ____.

                  If yes, has each such Promissory Note been delivered to
                  Lender? Yes ____ No ____

         4.       Do any Transaction Documents between Borrower and Obligor or
                  any other obligor on the Borrower Advances constitute chattel
                  paper? Yes ____ No ____.

                  If yes, has each original counterpart of the chattel paper
                  been delivered to Lender or inscribed with a legend indicating
                  that it is subject to Lender's Liens? Yes ____ No ____.


<PAGE>   16

         5.       Any real estate mortgages, trust deeds, security deeds or
                  other security instruments executed by Obligor or any other
                  obligor on the Borrower Advances in favor of Borrower? 
                  Yes ____ No ____.

                  If yes, has a copy of the recorded instrument been delivered
                  to Lender? Yes ____ No ____.

                  If yes, has Borrower or any other obligor on the Borrower
                  Advances executed "in blank" a collateral assignment of such
                  security instrument and delivered same to Lender? 
                  Yes ____ No ____.

         6.       Are Transaction Documents between Oblitor or any other obligor
                  on the Borrower Advances and Borrower stated to be binding on,
                  and inure to benefit of, the successors and assigns of such
                  parties?
                  Yes ____ No ____.

         7.       Has Borrower sold a participation interest in any of the
                  Borrower Advances? Yes ____ No ____.

                  If yes, identity of participant: ____________; amount or
                  percentage of participation interest: ___________; and type of
                  participation interest: _______________.

                  Has participant been made aware in writing that the Borrower
                  Advances to Obligor are subject to Fleet's Liens? Yes ____ No
                  ____.

         8.       Has Borrower conveyed any of the Borrower Advances to Obligor
                  or any Accounts owing by any Person to Obligor to CF Funding,
                  the Trust or any other Person under or in connection with the
                  Securitization Documents? Yes ____ No ____.



                                      -2-


<PAGE>   17

         Borrower hereby certifies that the information contained herein is
true, correct and accurate; and that, to the best of Borrowers knowledge, no
Default, Event of Default or Out-of-Formula Condition exists on the date hereof.

         Upon acceptance hereof by Lender, (notice of which acceptance Borrower
hereby waives), this Designated Obligor Designation Schedule shall be deemed an
amendment of the Loan Agreement for the sole purpose of updating the list of
Designated Obligors set forth on EXHIBIT C to the Loan Agreement. Borrower
authorizes Lender, in its discretion, to replace the current EXHIBIT C to the
Loan Agreement with a substitute EXHIBIT C that reflects the addition of the
Designated Obligor(s) identified in this Designated Obligor Designation
Schedule, but Lender's failure to do so shall not affect in any way the validity
of the Loan Agreement or the amendment of EXHIBIT C thereto that results from
Lender's acceptance hereof.

                                         CAPITAL FACTORS, INC.

                                         By:
                                             ----------------------------------

                                         Title:
                                               --------------------------------


              Accepted in Atlanta, Georgia, this ___ day of , 19__.


                                           FLEET CAPITAL CORPORATION


                                         By:
                                             ----------------------------------

                                         Title:
                                               --------------------------------




                                        
                                      -3-