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                    REVOLVING CREDIT AGREEMENT AND ASSIGNMENT


                            Dated as of June 11, 2002

                                 by and between

                           LEAF FINANCIAL CORPORATION

                                       and

                               NATIONAL CITY BANK






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                                TABLE OF CONTENTS






 1.     The Loans.........................................................     1

 2.     Security Interest and Assignment..................................     3

 3.     Indebtedness Secured..............................................     5

 4.     Representations and Warranties of Debtor..........................     5

 5.     Eligibility Requirements..........................................     7

 6.     Covenants of Debtor...............................................     9

 7.     Agreement to Indemnify............................................    13

 8.     Agreements Regarding Collections..................................    14

 9.     Prepayments; Mandatory Prepayments................................    16

 10.    Default...........................................................    18

 11.    Certain Defined Terms.............................................    20

 12.    Miscellaneous.....................................................    21




<PAGE>

                    REVOLVING CREDIT AGREEMENT AND ASSIGNMENT

         THIS REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (this "Agreement") dated
as of June 11, 2002, is made, by and between LEAF FINANCIAL CORPORATION ("Leaf
Financial"), a Delaware corporation with offices at 1845 Walnut Street, 10th
Floor, Philadelphia, Pennsylvania 19103 ("Debtor") and NATIONAL CITY BANK, a
national banking association with offices at One South Broad, 13th Floor,
Philadelphia, Pennsylvania 19107 ("Secured Party").

                                    RECITALS

         A. Until the Commitment Termination Date, Debtor and Secured Party
contemplate that Secured Party will from time to time make loans to Debtor
(each, a "Loan" and collectively the "Loans") evidenced by Debtor's Master Note
(the "Note").

         B. In exchange for each Loan, Debtor will assign to Secured Party one
or more leases or equipment finance agreements and will grant to Secured Party a
security interest in the equipment, the payments and all collateral covering and
proceeds arising under said leases and agreements pursuant to a Security
Agreement dated as of June 11, 2002 between Debtor and Secured Party.

         C. Debtor may repay such Loans with the proceeds of fundings to be made
under permanent financing to be undertaken in the near future, which permanent
financing may require a transfer and release of the Collateral hereunder.

         D. All of the requirements of law have been fully complied with and all
other acts and things necessary to make this Agreement a valid, binding and
legal instrument have been done and performed.

         ACCORDINGLY, the parties agree as follows:

         1.  The Loans.

         (a) Loan. Subject to the terms and conditions of this Agreement,
Secured Party agrees to make Loans to the Debtor up to an aggregate principal
amount of $10,000,000 (the "Commitment"), during the period commencing the date
hereof and ending on the 364th day following the date hereof unless earlier
terminated pursuant to the terms of this Agreement (the "Commitment Termination
Date"). On or before 2:00 p.m. (Cleveland, Ohio time) at least one (1) Business
Day prior to its intention to obtain a Loan from the Secured Party pursuant to
the terms hereof, Debtor shall have delivered to the Secured Party a notice
specifying the requested borrowing date and the principal amount of such Loan
accompanied by (x) a borrowing computation in the form satisfactory to the
Debtor specifying the Borrowing Limit for such requested Loan and the aggregate
Borrowing Base outstanding on such date, and (y) a report in the form attached
as Exhibit F hereto. No Loan shall be made if, after giving effect thereto, the



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aggregate outstanding principal amount of all Loans would exceed the lesser of
(x) the Borrowing Base or (y) the Commitment (the "Borrowing Limit"). Each
Contract offered to Secured Party in connection with a Loan request shall (i)
satisfy all of the conditions attributable to an Eligible Contract (as defined
below), (ii) be in form and substance satisfactory to the Secured Party and
otherwise comply with the conditions set forth in this Agreement. Each Loan
shall be in the amount equal to or greater than Two Hundred Fifty Thousand
Dollars ($250,000.00). Amounts borrowed and repaid may be reborrowed.

         (b) Note. The Loans shall be evidenced by the Note as set forth on
Exhibit A.

         (c) Term of the Loan, Payments of Principal and Interest. Principal on
Loans advanced under the Commitment shall be due, in full, on the Commitment
Termination Date; provided that at no time shall the aggregate principal of
outstandings exceed the Borrowing Base. If at any time such excess exists,
Debtor will promptly, and in any event within two Business Days, reduce the
outstanding aggregate principal balance of the Loans to an amount no greater
than the lesser of (x) Borrowing Base or (y) the Commitment. Unless interest
shall be determined pursuant to a LIBOR Contract Period longer than one (1)
month, accrued interest on Loans advanced under the Commitment shall be paid
monthly on the first day of each month and on the Commitment Termination Date.
Loans may be voluntarily prepaid as provided in Section 9(h) hereof. No Loan may
be prepaid while interest is being accrued at a Fixed Rate except at the end of
a Contract Period except with the prior written consent of the Bank and the
payment of a pre-payment premium with regard to such Loan.

         (d) Interest Rate. (i) The interest rate applicable to the Loans will
be determined and adjusted using either (A) the "Prime Rate" (as defined below)
plus one percent (1%) per annum and interest on such Loans shall be the Prime
Rate of the Secured Party announced in Cleveland, Ohio or (B) LIBOR plus three
percent (3%) per annum. "Prime Rate" shall mean that rate of interest quoted by
Secured Party as its Prime Rate, as it may change from time to time, which Prime
Rate is not Secured Party's lowest or best rate of interest. The "Prime Rate"
shall change effective on the date of the publication of any change in such
Prime Rate. "LIBOR" means, with respect to a Unit, the rate per annum (rounded
upwards, if necessary, to the next higher 1/16 of 1%) determined by Secured
Party by dividing (a) the rate per annum determined by Secured Party to equal
the average rate per annum at which deposits (denominated in United States
dollars) in an amount similar to that Unit and with a maturity similar to the
Contract Period for that Unit are offered to Secured Party at 11:00 A.M. London
time (or as soon thereafter as practicable) 2 Eurodollar Banking Day s prior to
the first day of that Contract Period by banking institutions in any Eurodollar
market selected by Secured Party by (b) the difference of one (1) less the
Reserve Percentage. "LIBOR Unit" means a Unit for which the Contract Rate is
based on LIBOR or a fluctuating rate of interest based on a Daily LIBOR Index.
"Contract Period" means, relative to a LIBOR Unit, a period that shall commence
on a Eurodollar Banking Day and end one (1) day, one (1) month, two (2) months
or three (3) months thereafter, provided, that (a) if any Contract Period
otherwise would end on a day that is not a Eurodollar Banking Day, it shall end


                                       2

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instead on the next following Eurodollar Banking Day unless that day falls in
another calendar month, in which latter case the Contract Period shall end
instead on the next preceding Eurodollar Banking Day and (b) if any Contract
Period commences on a day for which there is no numerical equivalent in the
calendar month in which that Contract Period is to end, it shall end on the last
Eurodollar Banking Day of that calendar month. "Eurodollar Banking Day " means
any Banking Day on which banks in the London Interbank Market deal in United
States dollar deposits and on which banking institutions are generally open for
domestic and international business at the place where Secured Party's office is
located and in New York City. "Fixed Rate" means a rate of interest based upon a
LIBOR Contract Period of one (1) month, two (2) months or three (3) months;
"Reinvestment Rate" means, when used with respect to any period, a per annum
rate of interest equal to the "bond equivalent yield" for the most actively
traded issues of U. S. Treasury Bills, U. S. Treasury Notes, or U. S. Treasury
Bonds for a term similar to the period in question. "Reserve Percentage" means
the percentage (expressed as a decimal) which Secured Party determines to be the
maximum (but in any case less than 1.00) reserve requirement (including, without
limitation, any emergency, marginal, special, or supplemental reserve
requirement) prescribed for so-called "Eurocurrency liabilities" (or any other
category of liabilities that includes deposits by reference to which the
interest rate applicable to LIBOR Units is determined) under Regulation D (as
amended from time to time) of the Board of Governors of the Federal Reserve
System or under any successor regulation which Secured Party determines to be
applicable, with each change in such maximum reserve requirement automatically,
immediately, and without notice changing the interest rate thereafter applicable
to each LIBOR Unit, it being agreed that LIBOR Units shall be deemed
Eurocurrency liabilities subject to such reserve requirements without the
benefit of any credit for proration, exceptions, or offsets.

             (ii) LIBOR Unavailable. Notwithstanding any provision or inference
to the contrary, the Contract Rate shall not be based on LIBOR if Secured Party
shall determine in good faith that (a) any governmental authority has asserted
that it is unlawful for Secured Party to fund, make, or maintain loans bearing
interest based on LIBOR, or (b) circumstances affecting the market selected by
Secured Party for the purpose of funding the Subject Loans make it impracticable
for Secured Party to determine LIBOR. Secured Party's books and records shall be
conclusive (absent manifest error) as to whether Secured Party shall have
determined that the Contract Rate is prohibited from being based on LIBOR. If
the Contract Rate is prohibited from being based on LIBOR as a result of the
occurrence of one of the events referenced in this section 1(d), then, and in
each such case, notwithstanding any provision or inference to the contrary, the
then outstanding principal balance shall, upon Secured Party giving Leaf
Financial notice of Secured Party's determination of the occurrence of such an
event, bear interest at the Prime Rate as contemplated in section 1(d)(i).

         (e) Interest on Overdue Amounts. If Debtor shall fail to timely pay any
amount due to Secured Party under any Loan, Debtor shall continue to pay Secured
Party interest on such unpaid amount at the per annum rate of interest
applicable to that Loan prior to such late payment, provided, however, that if
such payment is not made to Secured Party within five (5) Business Days after



                                       3

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the applicable due date, then interest upon such unpaid amount shall be paid at
a per annum rate equal to three percent (3%) above the Prime Rate (the "Default
Rate").

         (f) Method of Payment. All Loan payments shall, unless otherwise
specified by Secured Party in writing, be debited from any account maintained by
Debtor at the Secured Party. The authorization to debit any account at the
Secured Party for all amounts due under the Agreement and the Loans shall
continue, and is irrevocable, so long as any Loans are outstanding. In the event
the funds in such accounts are insufficient to pay in full the required
payments, Debtor shall immediately pay such deficiency by wire transfer of
immediately available funds. If Secured Party permits payment to be made to
Secured Party by wire transfer it shall be to an account designated in writing
by Secured Party.

         (g) Direct and Continuing Liability. Notwithstanding any other
provision of the Note or this Agreement, Debtor shall be directly and personally
liable for the full and prompt payment of each Loan. Liability for each Loan
will be fully recourse to all of Debtor's assets.

         (h) Loans as Debt. The parties intend the Loans to be treated as debt
for tax and all other purposes.

         (i) Conditions Precedent. The Secured Party shall not be obligated to
make any loan to the Debtor hereunder until the following conditions have been
satisfied, in addition to any of the other conditions set forth herein:

             (i) No Event of Default or event which upon notice, lapse of time
or both would constitute an Event of Default on the date of the proposed
borrowing shall have occurred and be continuing;

             (ii) on the date hereof, the Secured Party shall have received a
favorable opinion of counsel from the Debtor substantially in the form attached
hereto as Exhibit E;

             (iii) on the date hereof, the Secured Party shall have received (x)
evidence of the legal existence and good standing of the Debtor dated as a
recent date issued by the Secretary of State of the State of Delaware, (y)
copies of the corporate charter of the Debtor as certified by the Secretary of
State of the State of Delaware, (z) a certificate of the secretary or assistant
secretary of Debtor certifying as to the by-laws of the Debtor, the incumbency
and signatures of the officer of the Debtor who have executed this Agreement and
the other documents to be executed in connection herewith and the resolutions of
the Board of Directors authorizing the execution, delivery and performance of
this Agreement and the making of the loans hereunder;

             (iv) the Secured Party shall have received on the date of the
proposed borrowing a list of the Contracts or Master Contracts with counterpart
schedules or notes endorsed to the Secured Party, delivery and acceptance
certificates, UCC financing statements with respect to Collateral with a value



                                       4
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in excess of $15,000 if any, and other documents, certificates and filings as
required by the Secured Party in its discretion in connection with the funding
of such Contracts, the originals of which documents shall be held by Debtor in
its capacity as Collateral Agent; and

             (v) on the date of the proposed borrowing the Secured Party shall
have received the Assignment referred to in Section 2(b) duly executed by the
Debtor.

         2. Security Interest and Assignment.

         (a) Security Interest. For value received, Debtor hereby assigns over
to and grants to Secured Party a security interest (the "Security Interest") in
and to all of the Debtor's right, title and interest in and to the following
properties, rights, interests and privileges, whether now owned or hereafter
acquired, and in all products thereof and cash and non-cash proceeds of
insurance policies from the loss thereof (all of which properties, rights,
interests, privileges and proceeds are hereinafter called the "Collateral").

             (i) Contracts. All lease agreements, conditional sale contracts,
pay-per-use agreements, notes, security agreements and/or financing documents
and agreements of any kind arising out of a lease, rental or provision of, or
financing of Equipment entered into between Debtor as lessor, seller, provider
or lender and the entity named therein as lessee, purchaser, user or borrower
(together with any guarantors or other parties obligated in respect of the
Contracts, an "Obligor" or the "Obligors"), together with any master lease
agreements or other documents which relate to the above described documents, all
of which are in each case covered by or identified in any Assignment
(collectively the "Contracts");

             (ii) Goods. All goods and other property and rights covered by any
Contract assigned to Secured Party, together with all accessories, accessions,
attachments and appurtenances appertaining or attached to or used in connection
with any of such property, whether now owned or hereafter acquired (the
"Equipment");

             (iii) Obligor Guaranties. All Guaranties given to Debtor, or under
which Debtor has rights, by any person or entity guaranteeing the payment and/or
performance of any Contract assigned to Secured Party (an "Obligor Guaranty");

             (iv) Rights and Payments. All right, title and interest of Debtor
in, under and to the Contracts, and all rents and other sums due and to become
due thereunder, including any and all extensions or renewals thereof
("Payments");

             (v) Software. All software products and license agreements or
rights covered under any Contract assigned to Secured Party (to the extent
Debtor has transferable rights in such software);

             (vi) Other Security. All instruments, documents of title, accounts,
general intangibles, or money in each case related to, or property of any kind
securing the payment of, any Contract assigned to Secured Party;



                                       5
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             (vii) Substitutions, Renewals, Replacements, Improvements. All
enhancements to and substitutions, renewals and replacements of, and
improvements to, any of the foregoing;

             (viii) Proceeds. All cash and noncash proceeds of any of the
foregoing including, but not limited to, insurance proceeds and casualty loss
payments ("Proceeds");

             (ix) General Corporate Assets. (i) all of Debtor's inventory now
owned or hereafter acquired; (ii) all of the Debtor's documents of title now
owned or hereafter acquired; (iii) all of the Debtor's accounts now existing or
hereafter arising; (iv) all of the Debtor's general intangibles, chattel paper
and instruments now existing or hereafter acquired or arising; (v) all
guaranties of the Debtor's existing and future accounts and general intangibles
and all other security held by the Debtor for the payment or satisfaction
thereof; (vi) the goods or the services, the sale or lease or performance of
which gave rise to any account or general intangible of the Debtor, including
any returned goods; (vii) all of the Debtor's Equipment now owned or hereafter
acquired; (viii) any balance or share belonging to the Debtor of any deposit,
agency or other account with any Secured Party and any other amounts which may
be owing from to time by any Secured Party to the Debtor; (ix) all property of
any nature whatsoever of the Debtor now or hereafter in the possession of or
assigned or hypothecated to the Secured Party for any purpose; (x) all Proceeds
of all of the foregoing, including all Proceeds of other Proceeds and all rights
of Debtor, or any subsidiary of Debtor, as servicer and/or administrator for any
chattel paper and equipment of third parties.

         (b) Assignment. In connection with each Loan, Debtor shall execute and
deliver to Secured Party an assignment (the "Assignment") in the form attached
hereto as Exhibit B which shall identify the Borrowing Limit of the Contracts
assigned pursuant thereto.

         (c) No Assumption by Secured Party. Secured Party shall not be deemed
by reason of any Assignment to have assumed any of Debtor's, or any lessor's or
vendor's, obligations under any Contract.

         3. Indebtedness Secured.

         (a) Security for Loan Related to Assignment and Other Indebtedness. All
Collateral covered under an Assignment shall secure the full and prompt payment
of all Loans made pursuant to this Agreement and other amounts due to Secured
Party under this Agreement, whether now existing or hereafter incurred, direct
or indirect, absolute or contingent, and including any sums advanced and any
costs and expenses incurred by Secured Party pursuant to this Agreement (all of
which is herein sometimes referred to as the "Indebtedness").

         (b) Periodic Releases. Provided no Event of Default shall have occurred
and be continuing, at such time as Secured Party has received the payment in
full of the Prepayment Amount (as hereinafter defined) with respect to any



                                       6
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Contract covered by such Loan under this Agreement, Secured Party shall release
its security interest in the Contract and directly related Collateral within 1
business day of such payment of the Prepayment Amount, without recourse to, and
without representations or warranties by, Secured Party of any kind whatsoever.
Upon Secured Party's release of Collateral as provided above, the released
Collateral shall no longer constitute security for the payment of any
Indebtedness.

         4. Representations and Warranties of Debtor.

         Debtor represents and warrants (each representation and warranty shall
be considered as having been made and restated concurrently with the making of
any Loan as an inducement to Secured Party to make such Loan) that:

         (a) Organization and Qualification. Debtor is a corporation organized,
validly existing and in good standing under the laws the State of Delaware; and
Debtor is duly qualified and in good standing as a foreign business entity
authorized to do business in each state or jurisdiction where such qualification
is necessary, where lack of qualification would have a materially adverse affect
on Secured Party's rights and remedies with respect to the Collateral.

         (b) Authorization. Debtor is duly authorized to execute and deliver
this Agreement, and is and will (as long as this Agreement is in effect and
thereafter until payment in full of all amounts due and owing Secured Party
pursuant to any Note or this Agreement) continue to be, duly authorized to
perform all of Debtor's obligations to Secured Party under this Agreement and
under each Note, instrument and document delivered in connection with this
Agreement.

         (c) No Conflict. The execution and delivery of this Agreement by Debtor
does not, and the performance by Debtor of its obligations under this Agreement
will not, conflict with any provision of law, rule or regulation or of its
charter or by-laws or of any agreement or court or administrative order,
judgment or decree binding upon Debtor.

         (d) Financial Statements. Debtor has delivered to Secured Party copies
of (i) Debtor's most recent annual audited financial statements, prepared and
certified by an independent firm of certified public accountants satisfactory to
Secured Party, in conformity with generally accepted accounting principles
applied on a basis consistent with that of the preceding fiscal year and
presenting fairly Debtor's financial condition as at such date, and the results
of Debtor's operations for the twelve (12) month period then ended and (ii)
Debtor's most recent quarterly financial statements, prepared in conformity with
generally accepted accounting principles applied on a basis consistent with that
of the preceding fiscal quarter and presenting fairly Debtor's financial
condition as at such date and the results of its operations for the quarter then
ended, certified as true and correct by Debtor's president, executive vice
president, controller or chief financial officer, and since the date of the
above described financial statements there has been no material adverse change
in Debtor's financial condition.



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         (e) Litigation and Contingent Liabilities. If the Secured Party has so
requested, Debtor has delivered to Secured Party a schedule of material
litigation or governmental proceedings pending or threatened against Debtor
(including estimates of the dollar amounts involved). Other than any liability
incident to the litigation or proceedings disclosed in such schedule, Debtor has
no contingent liabilities not provided for or disclosed in the financial
statements referred to in Section 4(d).

         (f) Addresses. Debtor's records concerning that part of the Collateral
constituting accounts or chattel paper are kept at the address specified on the
first page hereof, which is Debtor's chief executive office and principal place
of business.

         (g) Tradenames. Debtor has not conducted and does not conduct business
under any tradename or assumed name other than those set forth on Schedule 4(g)
attached hereto.

         (h) Taxes. The Debtor has filed all tax returns (federal, state, and
local) required to be filed and has paid all taxes, assessments, and
governmental charges and levies thereon to be due, including interest and
penalties.

         (i) No Default. The Debtor has satisfied all judgments and the Debtor
is not in default with respect to any judgment, writ, injunction, decree,
material rule, or material regulation of any court, arbitrator, or federal,
state, municipal, or other governmental authority, commission, board, bureau,
agency, or instrumentality, domestic or foreign.

         5. Eligibility Requirements.

         Each of the Loans made pursuant to this Agreement will be made on the
basis that the Contracts assigned to Secured Party with respect to each Loan
are, at the time that the Loan is made, and will be at all times thereafter
until payment in full of such Loans continue to be, Eligible Contracts. In order
for a Contract to be an "Eligible Contract", all of the following conditions
must be true, correct and satisfied with respect to the Contract, the Payments
due under the Contract and the related Collateral:

         (a) Waiver of Defenses. The Contract provides that the Obligor under
the Contract waives all defenses, set-offs, counterclaims, deductions or
allowance or adjustment against the assignee of the lessor, vendor or financier.

         (b) Bona Fide Transaction; Fixtures. The Contract arises from a
bonafide lease or sale of the Equipment, in the ordinary course of business,
described in the Contract and the Equipment is in all respects in accord with
the requirements of the Contract and has been delivered to and unqualifiedly
accepted by the lessee, vendee or borrower thereunder, none of the Equipment
covered by the Contract, after its delivery and acceptance by such lessee or
vendee, is a fixture under the applicable laws of any state where the Equipment
is or may be located.



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         (c) Compliance with Laws; Validity, Enforceability; No Liens. The
Contract and the related Equipment comply in all material respects with all
applicable laws and regulations (including, without limitation, interest/usury
laws); the Contract is genuine, valid, enforceable in accordance with its terms,
accurately describes the related Equipment and Collateral and the Payments due
under the Contract, and is in all respects what it purports to be; the Contract,
the Payments due under the Contract, the related Equipment and Collateral and
all proceeds thereof are not subject to any lien, claim or security interest
except the interest of the Obligor and Debtor under the Contract and the lien in
Secured Party's favor.

         (d) Good Title. At the time of the Loan made with respect to the
Contract, Debtor had (i) good title to the Contract and either good title or a
first priority interest in Collateral, free of all liens, claims or security
interests; and (ii) all legal power, right and authority to assign the Contract
to Secured Party.

         (e) Interest Transferred. A first priority perfected security interest
in the Contract, the Payments due under the Contract, and each Obligor Guaranty
related to the Contract, free of all liens, claims or security interests, and
valid security interest superior to the rights of all others in the Collateral,
and all proceeds thereof, shall be vested in Secured Party by the Assignment
executed by Debtor relating to the Contract.

         (f) Counterparts of Contract. All counterparts of the Contract have
been clearly marked to indicate that only one counterpart is the "Original" and
assignable, and that counterpart will be delivered to Secured Party or its
designees at the time the Loan is made with respect to the Contract.

         (g) Entire Agreement. The Contract represents the total and complete
agreement between Debtor and Obligor with respect to the Collateral and Debtor
has entered into no other agreements, whether written or oral, with the Obligor
in respect of the Collateral.

         (h) Written Agreements. At the time a Loan is made with respect to a
Contract, Debtor has informed Secured Party in writing of all agreements entered
into in connection with the Contract and fully executed copies (all original
copies if requested by Secured Party) of all those agreements will be delivered
to Secured Party simultaneously with delivery of the Contract.

         (i) Capacity and Authority. Each party to the Contract or any Obligor
Guaranty has all the legal capacity, power and right required for it to enter
into the Contract or Obligor Guaranty and any supplemental agreements, and to
perform its obligations thereunder; all such actions have received all corporate
or governmental authorization required by any applicable charter, by-law,
constitution, law rule or regulation.

         (j) No Obligor Default. No Obligor Default (as defined below in Section
9(c)), or event which with the passage of time or giving of notice, or both,
would become an Obligor Default, exists and Debtor had no knowledge of any fact
that may impair the Contract's validity. No Obligor is in bankruptcy,
receivership, reorganization or is insolvent. No material change has occurred
with respect to the Contract or the Obligor.



                                       9
<PAGE>

         (k) No Setoffs of Claims. There exist no setoffs, counterclaims or
defenses on the part of any Obligor under the Contract or any Obligor Guaranty
to any claims against or obligations of any obligor thereunder.

         (l) No Impairment of Value. Debtor has not done anything that might
impair the value of the Contract or any related Obligor Guaranty or any of
Secured Party's rights under the Contract, any related Obligor Guaranty, or to
the Equipment covered by the Contract or Payments due under the Contract.

         (m) Insurance. The Contract requires that the Equipment covered by or
the subject of the Contract be insured to such extent and against such hazards
and liabilities as is commonly maintained by companies similarly situated and as
Debtor or its assigns may reasonably request from time to time.

         (n) Taxes, Inc. All taxes, assessments, fines, fees and other
liabilities relating to the Contract, the Payments due under the Contract, the
related Collateral, or any related Obligor Guaranty have been paid when due, and
all filings in respect of any such taxes, assessments, fines, fees and other
liabilities have been timely made, except for taxes being contested in good
faith.

         (o) No Debtor Default or Violation. Neither Debtor nor the vendor or
lessor of the Equipment is in default of any of such party's obligations under
the Contract or arising by contract or imposed by applicable law, rule or
regulation with respect to the Contract and the related Equipment.

         (p) Perfection. Debtor has taken, at its expense, all steps from time
to time requested by Secured Party to perfect (and continue the perfection of)
Secured Party's security interest in the Contract, the Payments and the
Equipment covered by the Contract. Perfection will be accomplished by Debtor's
perfection of a security interest against the Obligors and Secured Party's
perfection of its security interest against Debtor.

         (q) No Amendments. Neither the Contract nor any related Obligor
Guaranty has been, or will be, altered, modified, changed or amended without
Secured Party's prior written consent;

         (r) No Prepayments. At the time of the Loan made with respect to the
Contract, no amounts have been prepaid on the Contract except advance payments
and security deposits which are required by the terms of the Contract.

         (s) Use of Proceeds. Each Loan shall be used by the Debtor to finance
all or a portion of the cost to the Debtor of the Equipment, which shall be
leased to unaffiliated third persons, and is the subject of an Eligible Contract
securing a Loan or, if such Equipment has already been acquired by the Debtor to
reimburse the Debtor for the cost so incurred and for no other purpose.


                                       10
<PAGE>

         (t) Equipment. The Equipment is located in the United States of America
and is used for commercial purposes.

         (u) Term. The Contract does not have an initial term greater than 84
months.

         (v) Past Due. No Contract payments are, and have not been at any time,
more than 60 days contractually past due.

         (w) Borrowing Base. The Contract has not been a part of the Borrowing
for more than 6 months after the consummation of a commercial paper conduct
facility between Debtor and Secured Party.

         (x) Progress Payments. No more than 20% of the Borrowing shall at any
time be secured by Contracts pursuant to which Debtor is entitled to receive
progress payments from the Obligors.

         6. Covenants of Debtor.

         Debtor covenants that so long as the Commitment is in effect or
Indebtedness is outstanding, Debtor will:

         (a) Financial Statements. Furnish to Secured Party: (i) as soon as
available, but not later than sixty (60) days after the end of each quarter
(except the last) of each fiscal year, quarterly unaudited financial statements
concerning Debtor's business, prepared in accordance with generally accepted
accounting principles applied on a basis consistent with that of the preceding
fiscal quarter, presenting fairly Debtor's financial condition as at the end of
that quarter and containing such data as may be reasonably requested by Secured
Party, and certified as true and correct by Debtor's president, executive vice
president, controller or chief financial officer; (ii) as soon as available, but
not later than one hundred-twenty (120) days after the end of each fiscal year,
a copy of Debtor's annual audit report for that year, prepared in conformity
with generally accepted accounting principles applied on a basis consistent with
that of the preceding fiscal year and presenting fairly Debtor's financial
condition as at the end of that fiscal year and the results of its operations
for the twelve (12) month period then ended and signed by independent certified
public accountants of recognized standing or otherwise satisfactory to Secured
Party; (iii) at the time that any financial statements furnished under clause
(i) or (ii) above, a certificate in substantially the same form as Exhibit C
hereto or such other form as shall be satisfactory to Secured Party, signed by
Debtor's president, executive vice president, controller or chief financial
officer setting forth Debtor's compliance or noncompliance with the covenants
and obligations under this Agreement and providing details as to such matters,
and if Debtor is not in compliance with any such covenant or obligation, setting
forth a statement indicating the measures taken and proposed, and the time for
Debtor's return to compliance, and (iv) from time to time any other information
as Secured Party may reasonably request.



                                       11
<PAGE>

         (b) Notice of Adverse Events. Notify Secured Party promptly upon
Debtor's learning of (i) any default by any Obligor, and/or (ii) any and all
litigation or other matters or events concerning Debtor which might reasonably
be construed to affect adversely Secured Party's interest in any Collateral or
any of Secured Party's rights under this Agreement.

         (c) Access to Books and Records. Permit a representative of Secured
Party (including any field examiner or auditor retained by Secured Party), upon
at least 2 business days' written notice, to inspect and make copies of Debtor's
books and records at Debtor's offices, and to conduct field audits, with
expenses (including reasonable travel expenses) to be paid by Debtor not to
exceed the lesser of actual reasonable costs or $7,500. So long as no default or
event of Default shall have occurred or be continuing, the Secured Party shall
not conduct more than one (1) field audit in any fiscal year of the Debtor.

         (d) Taxes, Etc. Make or cause to be made all filings in respect of, and
pay or cause to be paid when due, all taxes, assessments, fines, fees and other
liabilities (including all taxes and other claims in respect to the Contracts
and the related Equipment), except for taxes being contested in good faith.

         (e) Continuity of Business. Not (i) cease to engage in substantially
the same line of business in which Debtor is engaged on the date of this
Agreement, (ii) cease to engage in the sale, lease and remarketing of goods
comparable to the Equipment, or (iii) without Secured Party's prior written
consent, sell, transfer or convey a substantial part of Debtor's assets outside
of the ordinary course of business which shall include non-recourse financing or
effect or be a party to any merger or consolidation.

         (f) Performance of Obligations. Perform all Debtor's obligations
arising by contract or imposed by applicable law, rule or regulation with
respect to the Contracts and the related Equipment.

         (g) Changed Locations. Notify Secured Party at least thirty (30) days
prior to Debtor's (i) changing the location of Debtor's principal place of
business or chief executive office or (ii) opening or closing any places of
business in any jurisdictions where such openings or closings might affect the
place where a UCC financing statement or similar document would need to be filed
in order to perfect or protect Secured Party's security interest or other
interest in any of the Collateral.

         (h) Further Assurances. From time to time execute and deliver such
further documents and do such further acts and things as Secured Party may
reasonably request in order to fully effect the purposes of this Agreement and
to protect Secured Party's interest in the Collateral.

         (i) Defense Against Claims. Defend the Collateral against the claims
and demands of all other parties, including without limitation defenses,
set-offs, claims, cross claims and counterclaims asserted by any obligor against
Debtor or Secured Party and claims, cross claims and counterclaims asserted by
any other creditor claiming an interest in the Collateral.



                                       12
<PAGE>

         (j) Delivery of Additional Documents. Upon Secured Party's reasonable
request will deliver to Secured Party or its designees any relevant instruments,
documents of title and chattel paper representing or relating to the Collateral
or any part thereof, and all schedules, invoices, shipping, or delivery
receipts, together with any necessary endorsement or assignment and all purchase
orders, contracts, or other documents representing or relating to purchases or
other acquisitions or sales, leases or other dispositions of the Collateral and
the proceeds thereof and any and all other schedules, documents, and statements
relating to the Collateral which Secured Party may from time to time reasonably
request.

         (k) Limits. Not permit more than twenty percent (20%) of the Commitment
to be secured by Contracts with the same lessee.

         (l) UCC Financing Statements. Deliver to Secured Party such Uniform
Commercial Code ("UCC") financing statements against Debtor as shall be
reasonably required by Secured Party to perfect its interest in the Collateral.

         (m) Searches. Deliver and pay for such UCC and tax lien searches at the
Secretary of State of Delaware on Debtor as Secured Party may from time to time
require, but not more frequently than annually in the absence of an Event of
Default.

         (n) Monthly Reports. Debtor shall by the twenty-fifth day of each
month, provide to Secured Party, in form and detail satisfactory to Secured
Party, an aging report on all assigned Contracts and a calculation showing that
the Borrowing Limit under Eligible Contracts does not exceed the Borrowing Base.
Such monthly aging reports shall be certified by Debtor's president, or its
executive Vice President, or controller or chief financial officer.

         (o) Deposit Account. Maintain a demand deposit account at the Secured
Party in which funds will be maintained sufficient to satisfy, in any given
month, the interest payment due on the Indebtedness.

         (p) Financial Covenants.

             (i) maintain a minimum Adjusted Net Worth of $800,000 from the date
hereof and hereafter through and including the termination of the agreement,
plus 50% of consolidated quarterly net income (without any reduction for losses)
commencing with the quarter ending 9/30/02.

             (ii) maintain an Interest Coverage Ratio of at least 1.10:1 to be
measured quarterly from the quarter ending March 31, 2003 until termination of
this Agreement. As used herein Interest Coverage Ratio shall mean earnings
before interest expense and taxes (EBIT) divided by interest expense.

             (iii) maintain a Senior Leverage Ratio no greater than 4:1.



                                       13
<PAGE>

         As used herein, "Adjusted Net Worth" means Net Worth, minus intangible
assets, plus the non-current portion of Subordinated Debt. "Net Worth" means the
sum of capital stock, plus retained earnings, plus paid-in-surplus, minus
treasury stock. "Net Proceeds" means the sum of any capital stock or other
equity invested in Debtor. "Subordinated Debt" means all Debtor's debt which is
specifically junior and subordinated to the Indebtedness on terms satisfactory
to Secured Party. The "Senior Leverage Ratio" shall be calculated by dividing
the Borrower's Consolidated Recourse Debt by the Borrower's Adjusted Net Worth.
"Consolidated Recourse Debt" means all Debtor's debts, liabilities and
obligations including, but not limited to, all accounts payable, income taxes
payable and accrued liabilities and all contingent liabilities of Debtor,
including guaranties computed as the maximum liability guaranteed, and any
partially recourse debt to the maximum extent of such recourse, but excluding
non-recourse debt.

         Debtor will provide quarterly a compliance certificate in form
satisfactory to Secured Party, for each of the financial covenants above
certified as true and correct by Debtor's president or chief financial officer
on the first Business Day of each calendar quarter so long as the Commitment is
in effect.

         (q) Fees. Pay the following fees: (i) closing fees and expenses
(including, without limitation, reimbursement of audit fees and legal expenses)
(not to exceed $2,500 with respect to legal fees), upon execution of this
Agreement and (ii) a commitment fee equal to .50% of the average daily unused
balance of the Commitment during each calendar quarter payable quarterly in
arrears at the end of each calendar quarter commencing with the calendar quarter
ending September 30, 2002 and on the date of termination of the Commitment. For
clarity, the commitment fee shall accrue from the date of closing but will not
be payable until the 9/30/02 calculation in arrears.

Debtor covenants that so long as any Indebtedness remains outstanding Debtor
will not:

         (a) Restricted Payments. Declare or pay any dividends; purchase,
redeem, retire, or otherwise acquire for value any of its capital stock, now or
hereafter outstanding; make any distribution of assets to its stockholders as
such whether in cash, assets, or in obligations of the Debtor; or allocate or
otherwise set apart any sum for the payment of any dividend or distribution on,
or for the purchase, redemption, or retirement of any shares of its capital
stock; make any other distribution by reduction of capital or otherwise in
respect of any shares of its capital stock. Except that Debtor may declare and
pay cash dividends to its stockholders of fifty percent (50%) of the positive
net income of the Debtor arising after the date hereof and computed on a
cumulative basis so long as no Event of Default or event which upon notice,
lapse of time or both would constitute an Event of Default has occurred and is
continuing or would occur or would occur after giving effect thereto.

         (b) Negative Pledge. Other than with respect to Secured Party, create,
incur, assume, or suffer to exist on the Collateral, any mortgage, deed of
trust, pledge, lien security interest, assignment, charge, or encumbrance
(including without limitation, any conditional sale, or other title retention
agreement, or finance lease, except the Contracts themselves), of any nature,



                                       14
<PAGE>

upon or with respect to any of the Collateral now owned or hereafter acquired,
or sign or file under the Uniform Commercial Code of any jurisdiction a
financing statement which names the Debtor or as a debtor, and any Collateral as
the property covered by such financing statement or sign, any security agreement
authorizing any secured party thereunder to file such financing statement.

         (c) Mergers. Merge or consolidate with, or sell, assign, lease, or
otherwise dispose of (whether in one transaction or in a series of transactions)
more than ten percent (10%) of its total assets (whether now owned or hereafter
acquired) to any person during any twelve (12) month period, or acquire all or
substantially all of the assets or the business of any person, unless (a) such
person is in the same line of business as Debtor, (b) Debtor is the surviving
entity and (c) no Event of Default exists prior to or after such restructuring.

         (d) Sale of Assets. Sell, lease, assign, transfer, or otherwise dispose
of more than ten percent (10%) of its, now owned or hereafter acquired, assets
(including, without limitation receivables and leasehold interests) during any
twelve (12) month period provided, however, that Debtor may (a) lease equipment
in the ordinary course of business, (b) enter into securitization of its assets
in the ordinary course of business, (c) sell equipment at the expiration or
termination of any Contract, and (d) create liens in contracts and specific
assets and related equipment not constituting collateral financed on a non
recourse basis.

         (e) Intercompany Investments. Any subsidiary of Debtor shall be in
substantially the same line of business and Debtor will make no loan to,
guaranty the obligations of, or purchase assets of, any subsidiary of Debtor,
affiliate of Debtor, or person under common control with Debtor, any person
shall include any entity in whatever form.

         7. Agreement to Indemnify.

         (a) Indemnification. Secured Party assumes no obligation or liability
to the Obligor under any Contract and no assignment of any Contract shall impose
any such obligation or liability on Secured Party. Debtor agrees to indemnify
and save Secured Party harmless of, from and against any losses, damages,
penalties, forfeitures, claims, costs, expenses (including court costs and
reasonable attorney's fees) or liabilities which may at any time be brought,
incurred, assessed or adjudged against Secured Party, related to or arising from
the Contracts and the related Collateral excluding (except as provided in 12(m)
hereof) any of the foregoing relating to any action by any regulatory agency
with jurisdiction over Secured Party, but, including, without limitation, those
arising or resulting from: any alleged failure of any Contract or the related
Equipment to comply with any applicable law, rule, regulation or contractual
specification; any alleged failure on Debtor's part to keep or perform any of
its obligations, express or implied, with respect to any Contract or the related
Equipment; any alleged injury to persons or property or any violation or
invasion of any patent or invention rights; any governmental fees, charges,
taxes or penalties (other than from relating to the revenue or income of Secured
Party) levied or imposed in respect to any Contract or any related Equipment;
any breach by Debtor of any of its representations, warranties, covenants or
other obligations or agreements contained in this Agreement, in any Contract or



                                       15
<PAGE>

in any agreement related hereto or thereto; or any inaccuracy in any information
provided to Secured Party by Debtor. The provisions of this Section 7 shall
survive termination of the Commitment.

         (b) Indemnity Notices; Control of Proceedings. Debtor will give Secured
Party notice of any event or condition that requires indemnification by Debtor
hereunder, or any allegation that such event or condition exists, promptly upon
obtaining knowledge thereof. Debtor may, at its option assume the defense of any
claim or lawsuit for which Secured Party seeks indemnification hereunder, and
after any such assumption Secured Party shall no longer defend such claim or
lawsuit, provided that counsel shall be reasonably satisfactory to Secured
Party. Debtor agrees to pay all amounts due hereunder promptly on notice thereof
from Secured Party. To the extent that Debtor may make or provide to Secured
Party's satisfaction for payment under this indemnity provision, and if Debtor
is otherwise in compliance with the terms of this Agreement, Debtor shall be
subrogated to Secured Party's rights with respect to such event or condition and
shall have the right to control litigation related thereto and to determine the
settlement of claims thereon. All of the indemnities and agreements contained in
this Section shall survive and continue in full force and effect notwithstanding
termination of this Agreement or of any Contract.

         8. Agreements Regarding Collections.

         (a) Collections. Debtor agrees to collect Payments under all Contracts
which are the subject of Loans. Debtor will undertake such collections as owner
or servicer and not as Secured Party's agent, and in connection therewith will,
at its sole cost and expense, diligently perform all billing and collecting for
amounts due and to become due with respect to such Contracts. Debtor shall bill
obligors in accordance with its standard billing procedures.

         (b) Collection Reports. So long as Debtor shall administer Contracts,
Debtor shall maintain books and records pertaining to all such Contracts. Debtor
will provide to Secured Party, on or before the 15th day of each month, a report
in the form attached hereto as Exhibit F, as of the preceding month, concerning
Contracts assigned to Secured Party under this Agreement, and Equipment related
thereto. Subject to the limitations in Section 6(c) hereinabove, Debtor shall
give Secured Party and its representatives during normal business hours and upon
reasonable notice, access to all records, files, books of account, databases and
information pertaining to all Contracts and Payments which are the subject of
Loans made pursuant to this Agreement and shall permit such representatives to
inspect, audit, and to make extracts there from.

         (c) Taxes. Debtor will make or cause the Obligor to make all filings in
respect of, and file or cause the Obligor to file for and remit payments
received on account of, any and all personal property taxes, license, permit and
registration fees, sales, use, excise, or similar taxes, together with any
penalties or interest in connection therewith, now or hereafter imposed by any
state, Federal or other government or agency on any Equipment covered or
Payments due under any Contracts, whether the same shall be payable by or billed
or assessed to the Obligor, Debtor or Secured Party.



                                       16
<PAGE>

         (d) Notice Letters and Billing Information, Contracts with Obligors.
Debtor agrees to provide to Secured Party (i) an original notice in the form of
Exhibit D hereto, which shall be issued on plain paper and executed by Debtor's
duly authorized officer, but be blank as to the addressee and contract
information as shown on the Exhibit, and (ii) a supply of Debtor's letterhead
upon which copies of the foregoing letter may be reproduced. Debtor irrevocably
authorizes Secured Party or its designee, after the occurrence and during the
continuation of any uncured Event of Default to mechanically reproduce the
executed letter (with completed information as to the Obligor, etc.) and/or to
reproduce such letters and execute them on Debtor's behalf and to deliver the
same as an original to each Obligor to whom notice under this Section is to be
given. Debtor also agrees to provide to Secured Party as reasonably requested,
with information stating the names and current addresses of, and to the extent
known by Debtor the names of the contact persons for, each Obligor under any
Contract then subject to any Loan.

         (e) Power of Attorney. Debtor hereby irrevocably constitutes and
appoints Secured Party after the occurrence and during the continuation of any
uncured Event of Default, as Debtor's true and lawful attorney with full power
of substitution, for Debtor and in its name, place and stead, to ask, demand,
collect, receive, receipt for, sue for, compound and give acquittance for any
and all Payments and other sums due under Contracts assigned hereunder, to
endorse, in writing or by stamp, Debtor's name or otherwise on all checks,
collections, receipts or instruments given in payment or part payment thereof.
Secured Party's authority may be delegated by Secured Party to any qualified
entity with which Secured Party has arranged for the performance of any billing,
collection or administration of Contracts.

         (f) Secured Party's Discretion. After the occurrence and during the
continuation of any uncured Event of Default Secured Party and its designee may
take or fail to take whatever action with respect to the collection of such
Payments and receipt of such funds as Secured Party or such designee, in their
reasonable but sole discretion, shall deem proper. Regardless of any such action
Secured Party may or may not take, the provisions of Section 9 which govern
prepayment will remain in force and shall be unaffected by any such action or
failure to act on Secured Party's part.

         (g) Reimbursement of Collection Expenses. Debtor agrees to reimburse
Secured Party, within ten (10) days after Secured Party's request therefor, for
all reasonable and customary out-of-pocket expenses and costs which have been
incurred in connection with Secured Party's billing and collection of such
Contracts, including but not limited to the costs and expenses incurred or
charged in connection with the delegation of such responsibilities to a
designee.

         (h) Application of Payments; Excess Payments to Reserve. Following any
Event of Default and during the continuation thereof, Secured Party may receive
all Payments under the Contracts and apply such Payments against any amounts due
from Debtor on account of the Loans or otherwise. The amount of Payments
received in excess of amounts shall be allocated by Secured Party to an interest
bearing reserve account for the benefit of Debtor ("Reserve") and held for later
application against amounts due from Debtor or release to Debtor as provided
below.



                                       17
<PAGE>

         9. Prepayments; Mandatory Prepayments.

         (a) Contract Prepayments. If a Contract is prepaid in full for any
reason, Debtor shall forthwith prepay in full the Prepayment Amount related to
such Contract, subject to provisions of Section 3 hereof.

         (b) Mandatory Partial Prepayment of Loans (Lack of Eligibility). In the
event that (i) the Contract related to any Loan at any time is not an Eligible
Contract or ceases to be an Eligible Contract, and (ii) Secured Party in its
sole discretion requests or demands that the Loan be paid with respect to such
Contract, then Debtor shall make a mandatory prepayment of the Loan within three
Business Days of Secured Party's request or demand, by paying to Secured Party
the Prepayment Amount with respect to the Contract, determined as of the date of
prepayment.

         (c) Mandatory Partial Prepayment of Loans (Obligor Default). Upon any
(i) failure of an obligor under any Contract to make a Payment within sixty (60)
days of the due date of that payment; (ii) failure of any Obligor to perform any
of its material obligations under any Contract which failure is not cured within
30 days of notice; (iii) insolvency of any Obligor, inability of any Obligor to
pay its debts as they mature, the making by any Obligor of an Assignment for the
benefit of creditors, or institution of any proceeding by or against any Obligor
alleging that the obligor is insolvent or unable to pay its debts as they mature
if such proceeding is not withdrawn or dismissed within sixty (60) days after
its institution; (iv) entry of any final judgment against any Obligor remaining
unsatisfied for a period of thirty (30) days if such judgment is deemed by
Secured Party to be a material factor in the creditworthiness of the Obligor,
(v) death of any Obligor who is a natural person, (vi) dissolution, merger,
consolidation or transfer of a substantial part of the property of any obligor
which is a corporation or a partnership, if such dissolution, merger,
consolidation or transfer is deemed by Secured Party to be a material factor in
determining the creditworthiness of such obligor, or (vii) falsity as of the
date made in any material statement, representation or warranty of any Obligor
in connection with any Contract, then and in any of such events, Debtor shall
make a mandatory prepayment of the Loan, by paying to Secured Party the
Prepayment Amount with respect to the Contract within three Business Days of any
such event, determined as of the date of prepayment.

         (d) Mandatory Partial Prepayment of Loans (Payment Shortfall). In the
event that the aggregate principal balance on the Loans exceeds the Borrowing
Base, then Debtor shall immediately make a mandatory partial prepayment of the
Loans equal to the amount of such excess.

         (e) Substitution of Contracts. In lieu of payment of the Prepayment
Amount with respect to the Contract, as provided in Section 9(b), (c) and (d)
above, Debtor may offer Secured Party as a substitute a Contract ("Qualifying
Contract") which has the same (or longer) term and the same or more favorable
Payment requirements as the Contract to be prepaid, all as determined by Secured
Party in Secured Party's sole and reasonable discretion. If Secured Party
determines, in its discretion that such Contract is a Qualifying Contract and
that the Obligor under the Qualifying Contract has an acceptable credit quality
and Secured Party accepts such Qualifying Contract in substitution for the
Contract to be prepaid (it being acknowledged that Secured Party shall have no



                                       18
<PAGE>


obligation to accept such Qualifying Contract), then the substitution shall
occur upon Debtor's execution and delivery to Secured Party of such documents as
Secured Party shall reasonably request, including an Assignment, to collaterally
assign to Secured Party all of Debtor's right, title and interest in the
Qualifying Contract, the Payments arising thereunder and all related Obligor
Guaranties, and a first priority perfected security interest in the Equipment
related Collateral, and all proceeds thereof. All the terms and conditions of
this Agreement, including the eligibility requirements of Section 6 shall apply
with respect to the substituted Qualifying Contract. The term of the Qualifying
Contract, the amortization schedule for such Qualifying Contract and the
Borrowing Limit and monthly payment for such Qualifying Contract shall all be
deemed equal to the term, amortization schedule, Borrowing Limit and monthly
payment of the Contract to be prepaid as of the date of substitution. Upon
Debtor's assignment and Secured Party's acceptance of the Qualifying Contract as
soon as practicable Secured Party will release to Debtor all of Secured Party's
right, title and interest in the Contract which was to prepaid, any unpaid
Payments due thereunder and the Equipment and Collateral securing the same. Upon
the substitution of Qualifying Contract for a Contract subject to prepayment
under this Section, Debtor shall be relieved of any further prepayment
obligation with respect to the Contract originally subject to prepayment.

         (f) Mandatory Prepayment of All Loans. If an Event of Default occurs
and is continuing, then upon demand by Secured Party Debtor shall immediately
make a mandatory prepayment of all of the Loans by paying to Secured Party the
aggregate Prepayment Amount of each of the Loans, determined as of the date of
prepayment.

         (g) Determining Prepayment Amounts. The "Prepayment Amount"
attributable to any Contract covered by a Loan shall be an amount equal to a pro
rata portion of the unpaid principal and accrued interest on such Loan based on
a ratio in which the Borrowing Limit of the Contract shall be the numerator and
the aggregate Borrowing Limits of all Contracts covered by such Loan shall be
the denominator.

         (h) Voluntary Prepayment. Debtor may make optional prepayment of any
one or more of the Loans in all or in part (subject to paragraph a hereof) at
any time without premium or penalty.

         10. Default.

         (a) Events of Default. Any of the following events or conditions shall
constitute an "Event of Default" under this Agreement with respect to the
affected Note and Collateral:

             (i) Non-payment within 5 days of when due, whether by acceleration
or otherwise, of any Indebtedness, time being of the essence, or failure by
Debtor to observe or perform and the continuance thereof for 20 days after
notice from Secured Party, any obligation, covenant, condition or agreement
required to be observed or performed by Debtor under this Agreement, the Note,
Assignment, evidence of Indebtedness, or any Contract or any other default under
this Agreement or any material provision of a Contract.



                                       19
<PAGE>

             (ii) Any bankruptcy, reorganization, debt arrangement or other
proceedings under any bankruptcy or insolvency law shall be instituted by or
against Debtor provided, however, that if filed against Debtor an Event of
Default will not occur unless such proceedings are not dismissed within sixty
(60) days of filing;

             (iii) Making a general assignment by Debtor for the benefit of
creditors; the appointment of a receiver or trustee for Debtor or for any of
their assets; or the institution by or against Debtor of any kind of insolvency
proceedings or any proceeding for the dissolution or liquidation of Debtor;
provided, however, that if filed against Debtor an Event of Default will not
occur unless such proceedings are not dismissed within sixty (60) days of
filing;

             (iv) (1) Failure to pay any indebtedness to Secured Party for
borrowed money (other than the Loans or any interest or premium thereon), when
due after applicable notice and grace periods (whether by scheduled maturity
required prepayment, acceleration, demand, or otherwise), or (2) failure to
perform or observe any term, covenant, or condition on its part to be performed
or observed under any agreement or instrument relating to any such indebtedness,
when required to be performed or observed after applicable notice and grace
periods, if the effect of such failure to perform or observe is to accelerate,
or to permit the acceleration of, after the giving of notice or passage of time,
or both, the maturity of such indebtedness whether or not such failure to
perform or observe shall be waived by the holder of such indebtedness, or any
such indebtedness shall be declared to be due and payable, or required to be
prepaid (other than by a regularly scheduled required prepayment), prior to the
stated maturity thereof;

             (v) Any representation, warranty or statement made herein or in any
other document delivered in connection herewith or any certificate or statement
furnished pursuant to or in connection herewith or therewith, shall prove to be
incorrect, misleading or incomplete in any material respect on the date as of
which made or deemed made; or

             (vi) A judgment or judgments for the payment of money in excess of
$250,000 in the aggregate shall be rendered against the Debtor and such judgment
or judgments shall not have been vacated, discharged, stayed or bothered pending
appeal within thirty (30) days from the entry thereof.

         (b) Rights and Remedies upon Default. Upon the happening and during the
continuation of any Event of Default Secured Party (i) may declare Debtor to be
in Default hereunder and all or any part of the Indebtedness to be immediately
due and payable without notice or demand; (ii) may, without any notice
whatsoever, demand, collect and sue for any of the payments, Collateral or
proceeds thereof and any funds represented by the Reserve and retain and apply
such proceeds and funds against the Indebtedness, (iii) take whatever actions as
are legally available to it in enforcing the rights or remedies under any or all
of the Contracts, or to mitigate damages under the Contracts or to (but Secured
Party, shall not be required to) cure any default of Debtor or provide for the
performance of Debtor's obligations under the Contracts; (iv) terminate the
Commitment and discontinue making any Loans pursuant to this Agreement; (v)
shall have all of the rights and remedies of a secured party under the Uniform



                                       20
<PAGE>


Commercial Code as enacted and under any other applicable law from time to time
in effect and (vi) may sue or take any other legal action to collect all the
Indebtedness from Debtor. Secured Party may also exercise any additional
remedies granted herein, in any other agreement now or hereafter in effect
between Debtor and Secured Party, in any Contract, or otherwise granted by law
or equity. Without limiting the generality of the foregoing, at all times and
for any reason Secured Party shall have the right to make a demand for payment
of any Indebtedness which is payable upon demand. All rights and remedies of
Secured Party under this Agreement, under the Contract, under the Uniform
Commercial Code, or otherwise shall be cumulative and exercisable concurrently
or consecutively or in the alternative, at Secured Party's option.

         Without limiting the generality of the foregoing, Debtor expressly
agrees that, after an Event of Default and during the continuation thereof,
Secured Party may (i) subject to Obligor's right under the Contract, lawfully
enter any premises where any Collateral (concerning which an Event of Default
has occurred) may be without judicial process and take possession of the
Collateral, (ii) directly bill and collect for Payments under the Contracts (and
take such further actions with respect to the Collateral as provided in Section
8 hereof, and (iii) sell, lease or otherwise dispose of any or all of the
Collateral.

         (c) Notice. Debtor agrees that any notice by Secured Party of the sale,
lease or other disposition of Collateral or any other intended action under this
Section 10, whether required by the Uniform Commercial Code or otherwise, shall
constitute reasonable notice to Debtor or its successors, assigns or transferees
if the notice is mailed by overnight mail via nationally recognized overnight
carrier, at least ten (10) calendar days before the date of any public sale,
lease or other disposition of the Collateral, or at least ten (10) calendar days
before the date after which any private sale, lease or other disposition of the
Collateral is to take place, to Debtor's address as specified in this Agreement
or to any other address which Debtor has notified Secured Party in writing as
the address to which notices shall be given to Debtor or Debtor's successors,
assigns or transferees.

         (d) Effect of Sale of Collateral. Any sale by Secured Party whether
under any power of sale hereby given or by virtue of judicial proceedings shall
operate to divest all right, title, interest, claim and demand whatsoever,
either at law or in equity, of Debtor in and to the Collateral sold and shall be
a perpetual bar, both at law and in equity, against Debtor, its successors and
assigns, and against any all persons claiming the property sold or any part
thereof under, by or through Debtor, its successors and assigns, and against any
and all persons claiming the property sold or any part thereof under, by or
through Debtor, its successors and assigns (subject, however, to the then
existing rights, if any, of the obligor under the applicable Contract and to the
rights and interest of Debtor, its successors and assigns, in the proceeds of
such sale which are in excess of the amount required to satisfy the
Indebtedness).

         (e) Application of Proceeds. The proceeds of any sale or collection of
the Collateral or any part thereof, and the proceeds and the avails of any
remedy hereunder shall be paid to and applied as follows:


                                       21
<PAGE>


                  (i) To the payment of costs and expenses of foreclosure or
             suit, if any, and of such sale, and the reasonable compensation of
             the agents, attorneys, paralegals and counsel of Secured Party and
             of all expenses, liabilities and advances incurred or made
             hereunder by Secured Party, or the holder or holders of the Note,
             and of all taxes, assessments or liens superior to the lien of
             these presents, except any taxes, assessments or other superior
             lien subject to which said sale may have been made;

                  (ii) To the payment to the holder of the Note of the amount
             then owing or unpaid on the Note for principal, late charges and
             interest (first to late charges, then to interest and then to
             principal); and in case any such proceeds shall be insufficient to
             pay the whole amount so due upon the Note then to the payment of
             such principal, late charges and/or interest then owing on the Note
             as Secured Party or the holders of such Notes shall elect;

                  (iii) To the payment of any other Indebtedness; and

                  (iv) To the payment to Debtor of all sums remaining.

         11. Certain Defined Terms Not Defined Elsewhere in the Agreement.

         "Acquisition Costs" shall mean with respect to any item of Equipment
the original cost to the Debtor of acquiring the same.

         "Borrowing Base" shall mean the lesser of (i) $10,000,000 or (ii)
Borrowing Base Advances.

         "Borrowing Base Advances" mean the lesser of (i) 80% of present value
of the cash flow stream from the underlying leases or (ii) the original
underlying lease amount.

         "Business Day" shall mean any day, excluding Saturday and Sunday and
excluding any other day which in the State of Ohio is a legal holiday or a day
on which banking institutions are authorized by law to close.

         "Scheduled Payments" shall mean those non-cancelable payments that are
scheduled to become due under an Eligible Contract (as hereinafter defined) on
account of rent or payment of the equipment cost financed under the Contract,
but excluding payments due to taxes, insurance and non-equipment related items.



                                       22
<PAGE>

         12. Miscellaneous.

         (a) Costs of Enforcement. Debtor agrees to pay all reasonable costs and
expenses, including reasonable attorney's and paralegals' fees, expenses and
court cost incurred by Secured Party in enforcing any of the provisions of this
Agreement or in enforcing any obligations of Debtor contained in the Note or
Assignment.

         (b) Waiver of Notice of Obligor Default. Debtor consents that, after
the occurrence and during the continuation of an Event of Default and without
affecting any of Debtor's liabilities or obligations hereunder or under the Note
or Assignment, Secured Party may agree with any Obligor as to any commercially
reasonable modification, alteration, release, compromise, extension, waiver,
consent, or other similar or dissimilar indulgence of or with respect to any
Contract.

         (c) Notices. Any notice under this Agreement shall be in writing and
shall be delivered in person, by Federal Express or by United States first class
mail, postage prepaid, and addressed:

             (i) if to Debtor, at Debtor's address set forth on the first page
         of this Agreement;

             (ii) if to Secured Party, at National City Bank, One South Broad
         Street, 13th Floor, Philadelphia, Pennsylvania, 19107, Attn: Michael
         Labrum;

             (iii) to either part at any other address as such party may, by
         notice as herein provided, received by the other, designate as its
         address for all notices under this Agreement.

         (D) VENUE JURISDICTION. THIS AGREEMENT HAS BEEN DELIVERED FOR
ACCEPTANCE BY SECURED PARTY IN PHILADELPHIA, PENNSYLVANIA AND SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA. DEBTOR HEREBY (I) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED IN THE COMMONWEALTH OF PENNSYLVANIA OR THE STATE
OF OHIO OVER ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY MATTER ARISING
FROM OR RELATED TO THIS AGREEMENT; (II) IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT DEBTOR MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING; (III) AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW AND (IV) AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING AGAINST
SECURED PARTY OR ANY OF ITS DIRECTOR, OFFICERS, EMPLOYEES, AGENTS OR PROPERTY,
CONCERNING ANY MATTER ARISING OUT OR RELATING TO THIS AGREEMENT IN ANY COURT



                                       23
<PAGE>


OTHER THAN ONE LOCATED IN A COUNTY IN PENNSYLVANIA OR OHIO WHERE SECURED PARTY
MAINTAINS AN OFFICE. NOTHING IN THIS SECTION SHALL AFFECT OR IMPAIR SECURED
PARTY'S RIGHT TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW OR SECURED
PARTY'S RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST DEBTOR OR DEBTORS
PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION. EACH PARTY HERETO WAIVES THE
RIGHT TO A TRIAL BY JURY IN ANY PROCEEDINGS ARISING OUT OF, OR RELATED TO, THIS
AGREEMENT OR THE NOTE.

         (e) Successors and Assigns; Entire Agreement; Assignment by Secured
Party. This Agreement shall be binding on, and inure to the benefit of, Secured
Party and Debtor and their respective successors and assigns and contains the
entire understanding and agreement with respect to the subject matter hereof. It
is understood and agreed that from time to time Secured Party may assign (i) to
one or more of Secured Party's affiliates, subsidiaries or subsidiaries of its
affiliates, all of Secured Party's right, title and interest in any Loan, loan
documents or Collateral; and with Debtor's prior consent (so long as no Event of
Default or event which upon notice, lapse of time or both would constitute an
Event of Default) to any other person or entity, and (ii) assign, transfer or
grant participations (but not assignments) in this Agreement or any Loan, loan
documents or Collateral, of not more than forty-nine percent (49%) interest to
any person or entity.

         (f) Assignment of Debtor. This Agreement is not assignable by Debtor,
by operation of law or otherwise, except to a party acquiring substantially all
of Debtor's assets, employees and business and Debtor's obligations may not be
delegated, except in connection therewith.

         (g) Secured Party's Reliance. All of the covenants, agreements,
representations and warranties made by Debtor in this Agreement shall,
notwithstanding any investigation by Secured Party, be deemed to be material to
and to have been relied upon by Secured Party with respect to each Loan made by
Secured Party pursuant to this Agreement. Secured Party's knowledge at any time
of any breach of or non-compliance with any of such covenants, agreements,
representations or warranties shall not constitute a waiver of any thereof. None
of Secured Party's rights under this Agreement will be waived except by a
writing signed by Secured Party and any such waiver will be effective only as to
the matters expressly set forth in such writing.

         (h) Illegality. Secured Party's obligation to perform under this
Agreement is limited by and subject to any and all applicable laws, rules and
regulations. Wherever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited or invalid under such
law, such provision shall be ineffective to the extent of such prohibition or
invalidity without invalidating the remainder of such provision or the remaining
provisions of this Agreement. Notwithstanding anything herein to the contrary,
in no event shall interest, fees or charges payable under this Agreement, the
Note or any Loan Document exceed those permitted by applicable law. Any
provision of this Agreement, the Note or of any Loan Document which would
otherwise charge or require payment of any interest, fee or charge in excess of


                                       24
<PAGE>


the maximum permitted by applicable law shall be hereby amended to charge and
require payment of only the maximum interest, fee or charge permitted by
applicable law.

         (i) Perfection of Security Interest. Debtor authorizes Secured Party to
file any financing statement or statements relating to the Collateral (with or
without Debtor's signature thereon), and to take any other action deemed
necessary or appropriate by Secured Party to perfect and to continue perfection
of the Security Interest. Debtor hereby irrevocably appoints Secured Party as
its attorney-in-fact to execute financing statements in Debtor's name and to
perform all other acts which Secured Party deems necessary or appropriate to
perfect and protect the Security Interest. Such appointment is binding and
coupled with an interest. Upon request of Secured Party before or after the
occurrence of an Event of Default, Debtor agrees to give Secured Party or its
designees possession of any Collateral in its control or physical possession,
possession of which is, in Secured Party's opinion, necessary or desirable to
perfect or continue perfection of priority of the security Interest. A photocopy
of this Agreement is sufficient as a financing statement and may be filed as
such if Secured Party so elects.

         (j) Offset. Without limiting any other right of Secured Party, whenever
any Indebtedness owed to Secured Party is due and unpaid or whenever Secured
Party has the right to declare any Indebtedness to be immediately due an
payable, Secured Party may set off against the Indebtedness all monies then owed
to Debtor by Secured Party in connection with a Loan, whether or not due.

         (k) Failure to Perform; Reimbursement. Upon Debtor's failure to perform
any of its duties hereunder or under any Contract, Secured Party may, but it
shall not be obligated to, perform any of such duties and Debtor shall forthwith
upon demand reimburse Secured Party for any expense incurred by Secured Party in
doing so with interest thereon at a rate equal to the lesser of the Prime Rate
plus three percent (3%) or the maximum rate permitted by applicable law.

         (l) Waiver of Notice of Dishonor and Protest, etc. Debtor waives
dishonor, protest, presentment, demand for payment, notice of dishonor and
notice of protest of any instrument at any time held by Secured Party with
respect of which Debtor is any way liable and waives notice of any other action
by Secured Party.

         (m) Increased Costs. In the event that any future law:

             (a) changes the basis of taxation of any amounts payable to the
Secured Party under this Agreement or the Loans (other than taxes imposed on the
overall net income of the Secured Party) by the United States or the
jurisdiction in which the Lender has its principal offices; or

             (b) impose or modify any reserve, Federal Deposit Insurance
Corporation premium or assessment, special deposit, minimum capital, capital
ratio or similar requirements relating to any extensions of credit or other
assets of, or any deposits with or liabilities of, the Secured Party, and the



                                       25
<PAGE>

result of any such event referred to in Subsection (a) or (b) above shall be to
increase the Secured Party's costs of making or maintaining any Loan or to
reduce any amount receivable by the Secured Party from the Debtor in respect of
any Loan, then, upon demand made by the Secured Party as promptly as practicable
after it obtains knowledge that such aforesaid cost exist but in no event later
than ninety (90) days after obtaining such knowledge, the Debtor shall pay to
Secured Party additional fees in an amount which shall be sufficient to
compensate the Secured Party for such costs. In the event that Secured Party
shall make any demand for additional fees as hereinabove set forth, the Debtor
shall be entitled to receive from the Lender documentation reasonably
substantiating the occurrence of any event referred to in Subsection (a) or (b)
above and a determination of how the increased costs to Secured Party and the
amount of additional fees to Secured Party have been determined.










                                       26
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.



LEAF FINANCIAL CORPORATION

By:  _______________________
Name:
Title:


NATIONAL CITY BANK


By:_________________________
Name: Michael Labrum
Title:   Senior Vice President



EXHIBITS:

A        Note
B        Assignment
C        Compliance Certificate
D        Notice to Obligor
E        Monthly Report






                                       27
<PAGE>

                                  SCHEDULE 4(g)
                                  -------------

                                  (Tradenames)


         HVAC Capital Corp
         Advantage Leasing Corp
         Integrity Leasing & Financing
         Millennium Leasing & Financial Services
         Medstrat Capital
         American Equipment Finance












<PAGE>




                                    EXHIBIT A

                  TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT
                                  ("AGREEMENT")

                      LEAF FINANCIAL CORPORATION ("DEBTOR")
                    AND NATIONAL CITY BANK ("SECURED PARTY")


                                   MASTER NOTE

$10,000,000.00                                                     June 11, 2002


         FOR VALUE RECEIVED, the undersigned LEAF FINANCIAL CORPORATION
("Debtor") promises to pay to the order of NATIONAL CITY BANK together with any
other holder hereof, "Lender"), at its office at One South Broad, 13th Floor,
Philadelphia, Pennsylvania 19107 or at such other place as Lender may from time
to time designate in writing, without grace, the principal sum of Ten Million
Dollars ($10,000,000.00) or so much thereof as has been advanced hereunder,
together with interest on the unpaid balance of the principal from time to time
outstanding at the rate per annum set forth in the Revolving Credit Agreement
and Assignment (the "Credit Agreement") defined below. Principal and interest
owing under this Note shall be payable as provided in the Credit Agreement.

         In the event that any payment of principal or interest is not made
within five (5) days of the date when due hereunder, whether at its stated
maturity, by acceleration or otherwise, it is hereby agreed that Lender shall
have the option of collecting, on demand, interest on the unpaid amount of such
delinquent payment from the day when due until the day when paid, at a rate
equal to three percent (3%) above the "Prime Rate" (as defined in the
Agreement), provided however, that in no event shall the rate of interest
charged exceed the maximum rate permitted by applicable law.

         Interest owing under this Note shall be computed on the basis of a
360-day year for the actual number of days elapsed. All payments made hereunder
shall at Lender's option be applied first to late charges, then to accrued
interest, then to principal. All amounts owing under this Note shall be payable
in lawful money of the United States of America which, as at the time of
payment, shall be legal tender for the payment of public and private debts and
shall be payable without relief or benefit of any valuation, stay, appraisement,
extension or redemption laws now or hereafter existing.

         This Note is secured by that certain Revolving Credit Agreement and
Assignment dated June 11, 2002 (the "Credit Agreement") between Debtor and
Lender, the Security Agreement dated as of June 11, 2002 between Debtor and
Lender and the Guaranty of Payment dated as of June 11, 2002 between Guarantor


<PAGE>


and Lender and by Assignments issued pursuant to the Credit Agreement, under
which a security interest is granted in favor of Lender, which together with all
other agreements, instruments and documents delivered in connection therewith
and herewith, are hereinafter sometimes referred to as the "Loan Documents".

         In the event of any default, after applicable notice and cure periods,
in the payment or performance of any liability or obligation owing under this
Note, under any of the Loan Documents, or under any other instrument, document
or agreement executed by or binding on Debtor in favor of Lender, Lender may
during the continuation of such default declare this Note, all interest
hereunder and all other amounts payable hereunder to be immediately due and
payable, without further notice or demand of any kind. In addition, upon the
occurrence and during the continuation of any such default, Lender shall have
all other rights and remedies existing in Lender's favor at law or in equity or
provided for in any of the Loan Documents or in any of such other instruments,
documents, or agreements. The rights and remedies of Lender as provided herein,
in the Loan Documents, in such other instruments, documents, and agreements, at
law and in equity shall be cumulative and concurrent, and may be pursued
singularly, successively, or together, at the sole discretion of Lender. No act
of omission or commission of Lender, including specifically any failure to
exercise any right, remedy or recourse, shall be deemed to be a waiver or
release of the same, such waiver or release to be effected only through a
written document executed by Lender and then only to the extent specifically
recited therein. A waiver or release with reference to any one event shall not
be construed as continuing, as a bar to, or as a waiver or release of, any
subsequent right, remedy or recourse as to any other event.

         Voluntary prepayments of this Note are permitted as more fully provided
in the Credit Agreement. Mandatory prepayment in full of this Note shall be
required to be paid upon the occurrence of certain events and within the times
provided in the Credit Agreement.

         Notwithstanding anything herein to the contrary, in no event shall
interest, fees or charges payable under this Note or any Loan Document exceed
those permitted by applicable law. Any provision of this Note or of any Loan
Document which would otherwise charge or require payment of any interest, fee or
charge in excess of the maximum permitted by applicable law shall be hereby
amended to charge and require payment of only the maximum interest, fee or
charge permitted by applicable law.

         Debtor waives presentment and demand for payment, dishonor, notice of
dishonor, protest and notice of protest of this Note. Debtor agrees to pay all
of Lender's reasonable costs and expenses of collection, including reasonable
attorneys' and paralegals' fees and expenses.

         If more than one party shall execute this Note, the term "Debtor" as
used herein shall mean all parties signing this Note and each of them, and all
such parties shall be jointly and severally obligated hereunder. The provisions


<PAGE>


of this Note shall be binding upon Debtor and its heirs, personal
representatives, successors and assigns and shall inure to the benefit of Lender
and its successors and assigns.

         THE LOAN EVIDENCED HEREBY HAS BEEN MADE, AND THIS NOTE HAS BEEN
DELIVERED, AT PHILADELPHIA, PENNSYLVANIA AND SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS
PROVISIONS) OF THE COMMONWEALTH OF PENNSYLVANIA. DEBTOR HEREBY (I) IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE
COMMONWEALTH OF PENNSYLVANIA OR THE STATE OF OHIO, OVER ANY ACTION OR PROCEEDING
TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS NOTE OR ANY OF
THE LOAN DOCUMENTS; (II) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT DEBTOR MAY
EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
ANY SUCH ACTION OR PROCEEDING; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER
JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND
(IV) AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING AGAINST LENDER OR
ANY OF LENDER'S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR PROPERTY, CONCERNING
ANY MATTER ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OF THE LOAN DOCUMENTS
IN ANY COURT OTHER THAN ONE LOCATED IN A COUNTY WHERE DEBTOR MAINTAINS AN OFFICE
IN PENNSYLVANIA OR OHIO. NOTHING IN THIS PARAGRAPH SHALL AFFECT OR IMPAIR
LENDER'S RIGHT TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW OR LENDER'S
RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST DEBTOR OR ITS PROPERTY IN THE
COURTS OF ANY OTHER JURISDICTION. DEBTOR WAIVES THE RIGHT TO A TRIAL BY JURY IN
ANY ACTION ARISING OUT OF THIS NOTE.

         If this Note is not dated when executed by Debtor, Lender is hereby
authorized, without notice to Debtor, to date this Note as of the date when the
first loan evidenced hereby is made. Wherever possible each provision of this
Note shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Note shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Note.

                                            LEAF FINANCIAL CORPORATION


                                            By:_________________________
                                            Name:
                                            Title:

                                            Debtor's Address:
                                            1845 Walnut Street, 10th Floor
                                            Philadelphia, Pennsylvania  19103


<PAGE>

                                    EXHIBIT B

                  TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT
                                  ("AGREEMENT")

                           DATED June 11, 2002 BETWEEN
                      LEAF FINANCIAL CORPORATION ("DEBTOR")
                    AND NATIONAL CITY BANK ("SECURED PARTY")

                                   ASSIGNMENT


FOR VALUE RECEIVED and pursuant to a Revolving Credit Agreement and Assignment
dated June 11, 2002 (the "Agreement"), between the undersigned and NATIONAL CITY
BANK (the "Assignee"), the undersigned hereby grants a security interest in, and
collaterally assigns to the Assignee, all of the undersigned's right, title and
interest in and to:

         (i) Contracts. All lease agreements, conditional sale contracts,
         pay-per-use agreements, notes, security agreements and/or financing
         documents and agreements described on Schedule A hereto entered into
         between undersigned as lessor, seller, provider or lender and the
         entity named therein as lessee, purchaser, user or borrower (together
         with any guarantors or other parties obligated in respect of the
         Contracts, an "Obligor" or the "Obligors"), together with any master
         lease agreements or other documents which relate to the above described
         documents (collectively the "Contracts").

         (ii) Goods. All goods and other property and rights covered by any
         Contract, together with all accessories, accessions, attachments and
         appurtenances appertaining or attached to or used in connection with
         any of such property, whether now owned or hereafter acquired (the
         "Equipment").

         (iii) Obligor Guaranties. All guaranties given to undersigned, or under
         which undersigned has rights, by any person or entity guaranteeing the
         payment and/or performance of any Contract (an "Obligor Guaranty").

         (iv) Rights and Payments. All right, title and interest of undersigned
         in, under and to the Contracts, and all rents and other sums due and to
         become due thereunder, including Any and all extensions or renewals
         thereof ("Payments").

         (v) Software. All software products and license agreements or rights
         covered under any Contract (to the extent the undersigned has
         transferable rights in such Software).

         (vi) Other Security. All instruments, documents of title, accounts,
         general intangibles or money in each case related to or other property
         of any kind securing the payment of any Contract.

<PAGE>

         (vii) Substitutions, Renewals, Replacements, Improvements. All
         enhancements to and substitutions, renewals and replacements of, and
         improvements to any of the foregoing.

         (viii) Proceeds. All cash and noncash proceeds of any of the foregoing
         including insurance proceeds and casualty loss payments.

         The Aggregate Borrowing Limits of the Contracts assigned hereby is
$_________ and the Borrowing Limit attributable to each Contract is listed on
the attached Schedule A hereto.

         Notwithstanding anything herein or in the Agreement to the contrary,
the undersigned has not assigned or delegated, and the Assignee has not assumed
or promised to perform, any of the undersigned's duties or obligations under the
Contract or with respect to any property referred to in or covered by the
Contract.

         The terms and conditions of this Assignment, including, but not limited
to, the undersigned's warranties with respect to the Contract and the
undersigned's obligations to the Assignee with respect to such Contract, are as
provided for in the Agreement, to which reference is hereby made for a statement
thereof. The term "Payments" as used in this Assignment shall have the same
meaning herein as in the Agreement.

         This Assignment shall be governed by and construed in accordance with
the internal laws (as opposed to the conflicts of law provisions) of the
Commonwealth of Pennsylvania.

         This Assignment shall be binding upon and inure to the benefit of the
undersigned and the Assignee and their respective successors and assigns.


Dated:_______________                  LEAF FINANCIAL CORPORATION


                                       By:________________________
                                       Name:
                                       Title:

Debtor's Address:

1845 Walnut Street, 10th Floor
Philadelphia, Pennsylvania  19103


<PAGE>

                                   Schedule A
                                   ----------

                           (Contracts Being Assigned)









<PAGE>

                                    EXHIBIT C

                  TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT
                                  ("AGREEMENT")
                                      DATED
                              June 11, 2002 BETWEEN
                      LEAF FINANCIAL CORPORATION ("DEBTOR")
                    AND NATIONAL CITY BANK ("SECURED PARTY")


                             COMPLIANCE CERTIFICATE
                         (To be furnished on Letterhead)


NATIONAL CITY BANK
One South Broad Street, 13th Floor
Philadelphia, Pennsylvania  19107

Attention:    [_______________]

         Re: The Revolving Credit Agreement and Assignment, dated as of June 11,
2002 (herein, together with any amendments from time to time made thereto,
called the "Agreement"), between Leaf Financial Corporation ("Debtor") and
NATIONAL CITY BANK ("Secured Party").

         Capitalized terms used herein and not otherwise defined herein shall
have the meanings set forth in the Agreement. For purposes hereof, section and
subsection references herein relate to sections and subsection references,
respectively of the Agreement, and bracketed amounts or ratios refer to the
maximum or minimum amounts or ratios required under the relevant sections of the
Agreement.

         Debtor hereby delivers to Secured Party, together with the financial
statements required pursuant to Section 6(a) of the Agreement, this Compliance
Certificate (the "Certificate") for the accounting period from ________, 20__ to
__________, 20__. (Insert dates representing the fiscal period covered by this
Certificate).

THE UNDERSIGNED HEREBY CERTIFIES THAT:

         (1) I am the duly elected __________ of Debtor;

         (2) I have reviewed the terms of the Agreement, and have made, or have
caused to be made under my supervision, a review (which in the case of quarterly
or annual certificates was a detailed review) of the financial conditions of the
Debtor during the accounting period covered by the attached financial
statements;


<PAGE>

         (3) The examinations described in paragraph (2) did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a default of any covenant, agreement or obligation to Secured Party set forth
under the terms of the Agreement, or any Loan subject to the Agreement during or
at the end of the accounting period covered by the attached financial statements
or as of the date of this Certificate (except as set forth below);

         (4) As of the date of this Certificate, the Debtor is not in default
under any covenant set forth in the Agreement;

         (5) Debtor has provided Secured Party, within fifteen (15) days
following the end of each calendar month, with such reports and summaries as is
provided for under Sections 6(n) and 8(b) of the Agreement; and

         (6) Debtor is not in default of any debt which is not subordinated in
priority of payment, or of any credit or financing agreement with Secured Party.

         I hereby certify in my capacity as an officer of Debtor that the
information set forth above is accurate as of ________, 20__ to the best of my
knowledge after diligent inquiry.


Dated:______________, 20__

                                         LEAF FINANCIAL CORPORATION


                                         By:_________________________
                                         Name:
                                         Title:



<PAGE>


                                    EXHIBIT D
                  TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT
                                  ("AGREEMENT")
                           DATED June 11, 2002 BETWEEN
                      LEAF FINANCIAL CORPORATION ("DEBTOR")
                    AND NATIONAL CITY BANK ("SECURED PARTY")

                             [NOTICE OF ASSIGNMENT]




         Re: _____________________Agreement dated _________________(the
         "Agreement") between Leaf Financial Corporation ("Leaf Financial") and
         __________________ ("User")

         Leaf Financial hereby gives notice to User that Leaf Financial has
assigned and transferred to National City Bank ("Secured Party") all of its
right, title and interest in and to, but none of its obligations under, the
Agreement. In connection with the Assignment, Leaf Financial has also granted
National City Bank a security interest in all of Leaf Financial's rights in the
goods (the "Equipment") covered by the Agreement.

         Leaf Financial hereby irrevocably directs User to make any and all
payments required or permitted to be made pursuant to the Agreement directly to
National City Bank at the following address: Attn: Michael Labrum, NATIONAL CITY
BANK, One South Broad Street, 13th Floor, Philadelphia, Pennsylvania 19107, or
to such other address as the Secured Party may specify. All of such payments
should be payable to Secured Party. Leaf Financial agrees that payment to
Secured Party in accordance with the foregoing instructions will relieve User of
its obligation to make such payment to Leaf Financial pursuant to the Agreement.
The Assignment shall not relieve Leaf Financial from the performance of any of
its obligations under the Agreement or make or cause the Secured Party to be
liable for such obligations. User should settle all claims against Leaf
Financial, whether arising under or related to the Agreement or otherwise,
directly with Leaf Financial.

         User is hereby advised that User should not, without Secured Party's
prior written consent, (i) modify or amend the Agreement, (ii) assign, encumber
or sublet its rights under the Agreement, or (iii) exercise any of its rights
under the Agreement which are exercisable only with the consent of Leaf
Financial.

         A copy of each notice which User is required to give Leaf Financial
under the terms of the Agreement should be sent by User to Secured Party at its
address set forth above by certified mail, postage prepaid, or at such other
address as Secured Party may hereafter notify User. User is also requested to
acknowledge its consent to the assignment of the Leaf Financial's rights under


<PAGE>


the Agreement to Secured Party. Please indicate this consent by countersigning a
copy of this letter in the space provided below and returning the countersigned
copy to Secured Party at:


                                     NATIONAL CITY BANK
                                     One South Broad Street
                                     13th Floor
                                     Philadelphia, Pennsylvania  19107

                                     LEAF FINANCIAL CORPORATION


                                     By:________________________________
                                     Name:
                                     Title:



Assignment Acknowledged and Consented to:


_____________________________ ("User")
By:
Title:

<PAGE>

                                    EXHIBIT E

                          [FORM OF OPINION OF COUNSEL]



                                                            _____________, 2002



NATIONAL CITY BANK
One South Broad Street
Philadelphia, Pennsylvania  19107


                           Leaf Financial Corporation

Ladies and Gentlemen:

         We have represented Leaf Financial Corporation, a Delaware corporation
("Debtor"), in connection with that certain Revolving Credit Agreement and
Assignment dated as of June 11, 2002 (the "Loan Agreement") between Debtor and
NATIONAL CITY BANK ("Lender"). This opinion is delivered to you pursuant to the
Loan Agreement. Capitalized terms not otherwise defined herein have the meanings
ascribed to them in the Loan Agreement.

         In connection with this opinion, we have examined originals or
photostatic copies of the following documents:

         (a) the Loan Agreement;

         (b) the Note;

         (c) the form of the Assignment;

         (d) the Security Agreement; and

         (e) the Guaranty of Payment

The Loan Agreement, the Note, the Security Agreement, the Guaranty of Payment
and the form of the Assignment are collectively referred to herein as the "Loan
Documents."

         In preparing this opinion, we have also examined originals or
photostatic or certified copies of the following documents and records:

<PAGE>


             (a) certified copies of the Articles of Incorporation and Bylaws of
         Debtor, as amended to date;

             (b) certified copies of written consents or minutes of meetings of
         the Board of Directors of Debtor in which actions were taken with
         respect to the Loan Documents;

             (c) a Certificate of Good Standing of the Delaware Secretary of
         State dated [________ __, 2002] with respect to Debtor; and

             (d) such other documents and certificates of officers of Debtor and
         of public officials as we have deemed necessary for this opinion..

         We have assumed as a basis for our opinions, and have not independently
verified the accuracy of, the factual matters set forth in certificates of
public officials and of Debtor. In our examination, we have assumed the capacity
of all natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as photostatic or certified copies and the
authenticity of the originals of such copies.

         We have also assumed (i) the due corporate existence of Lender and the
due authorization, power and full legal right and authority of Lender to make
the loan evidenced by the Note and to execute, deliver and perform the Loan
Agreement, (ii) that each of the Loan Documents constitutes the legal, valid and
binding obligation of Lender and is enforceable against Lender in accordance
with its terms, (iii) that Lender is a duly licensed national Secured Party ing
association, and (iv) each Assignment is executed in the form reviewed by us.

         The phrase "to our knowledge" when used in this opinion with respect to
any statement means that, during the course of our representation of Debtor in
connection with the Loan Documents and taking into account our review of the
certificates described in the second preceding paragraph, no information that
would give us actual knowledge of the inaccuracy of any such statement has come
to the attention of those attorneys in this firm who have rendered legal
services to Debtor in connection with the Loan Documents.

         In rendering the opinion set forth in Section 1 below regarding the
good standing of Debtor, we have relied solely on the Certificates of Status
referred to above, a certificate from a responsible officer of Debtor as to the,
good standing of Debtor as of the date hereof and the fact that, to our
knowledge, no action has been taken to challenge or contest the good standing of
Debtor since the respective dates of such certificates.

         Based upon and subject to the foregoing and the further qualifications
set forth below, we are of the opinion that:


<PAGE>

         1. Debtor is a corporation duly incorporated, validly existing and in
good standing under the laws of Delaware and has the requisite corporate power
and authority necessary to (i) transact the business in which it is presently
engaged, and (ii) execute and perform all of the Loan Documents and borrow under
the Loan Agreement.

         2. The execution, delivery and performance of the Loan Documents by
Debtor have been duly authorized by all necessary corporate action on the part
of Debtor. Each of the Loan Documents constitutes the legal, valid and binding
obligations of Debtor, enforceable against Debtor in accordance with its terms.

         3. Except for the filing of any UCC- I financing statements in
connection with the making of Loans, no consent, license, approval or
authorization of or filing with any Delaware governmental authority, bureau or
agency is or will be required in connection with the execution, delivery or
performance by Debtor of the Loan Documents.

         4. The execution and delivery of the Loan Documents by Debtor and
performance by Debtor thereunder (i) do not: violate any provision of Debtor's
Articles of Incorporation or Bylaws, and (ii) to our knowledge, do not violate
any provision of Delaware law, or any regulation promulgated thereunder, which
would have a material adverse effect on Lender's rights or remedies thereunder.

         The opinions expressed herein are qualified by and are subject to:

             (a) General principles of equity (regardless of whether such
         enforceability is considered in a proceeding in equity or at law),
         including the specific enforceability of any of the remedies, covenants
         or other provisions of the Loan Documents and the availability of
         injunctive relief.

             (b) The effect of any bankruptcy, insolvency, reorganization,
         fraudulent conveyance, fraudulent transfer, moratorium or arrangement
         laws or laws affecting the enforcement of creditors' rights generally.

             (c) The unenforceability under Delaware law of certain provisions
         of the Loan Documents which do not affect the validity thereof and
         without which such documents contain adequate provisions for
         enforcement or acceleration, subject to the limitations expressed
         herein, if an Event of Default occurs as a result of a material breach
         of a material covenant contained therein. In addition, we advise you
         that Delaware court decisions invoking statutes or principles of equity
         have held that certain covenants and provisions of agreements are
         unenforceable where (i) the breach of such covenants or provisions
         imposes restrictions or burdens upon the debtor, including the
         acceleration of indebtedness due under debt instruments, and it cannot
         be demonstrated that the enforcement of such restrictions or burdens is
         reasonably necessary for the protection of the creditor, or (ii) the
         enforcement of such covenants or provisions under the circumstances
         would be unreasonable, violate the implied covenant of good faith and
         fair dealing or be commercially unreasonable.


<PAGE>

         In addition, the opinions expressed herein are subject to the following
further qualifications and we express no opinion as to:

             (i) the effect of any laws limiting the liquidation of damages or
         imposition of a penalty, as they may affect the enforceability of
         provisions increasing the interest rate payable after a default or
         charging a fee for early payment of all or part of the principal of the
         loan evidenced by the Note.

             (ii) the enforceability of provisions indemnifying a party against
         liability for its own wrongful or negligent acts or where such
         indemnification is contrary to public policy.

             (iii) the enforceability of provisions which purport to award
         attorneys' fees to any one party in view of Section 1717 of the
         Delaware Civil Code which provides that, where a contract permits one
         party to the contract to recover attorneys' fees, the prevailing party
         in any action to enforce any provision of the contract shall be
         entitled to recover its reasonable attorneys' fees.

             (iv) the enforceability of provisions waiving broadly or vaguely
         stated rights or unknown future rights' provisions to the effect that
         rights or remedies are not exclusive, but every right or remedy is
         cumulative and may be exercised in addition to or with any other right
         or remedy, the right of set-off or provisions to the effect that the
         election of some particular remedy or remedies does not preclude or
         waive recourse to one or more others.

             (v) the enforceability of provisions which waive statutory,
         regulatory or constitutional rights, including statutes of limitations,
         rights to receive notice and rights to be allowed to cure, unless and
         only to the extent that such statute, regulation or constitution
         explicitly allows waiver.

             (vi) the enforceability of provisions to the effect that failure to
         exercise or delay in exercising rights or remedies will not operate as
         a waiver of that right or remedy.

             (vii) the enforceability of provisions to the effect that terms of
         an agreement are severable.

             (viii) the enforceability of provisions that all waivers or
         amendments must be in writing.

             (ix) the enforceability of provisions enlarging a secured party's
         rights after default beyond those granted under the Uniform Commercial
         Code, waiving any requirement that a creditor proceed in a commercially
         reasonable manner or authorizing any procedure in advance that may in
         fact not be commercially reasonable.

             (x) the enforceability of provisions purporting to waive trial by
         jury, venue, service of process, moratorium, available defenses or stay
         provisions of law.


<PAGE>

             (xi) the enforceability of choice of law provisions, forum
         selection clauses and consent to jurisdiction clauses (both as to
         personal jurisdiction and subject matter jurisdiction).

             (xii) the enforceability of provisions concerning summary or
         self-help remedies or which establish presumptions in favor of Lender.

             (xiii) the enforceability of provisions appointing Lender as the
         attorney-in-fact for Debtor.

             (xiv) the attachment, perfection or priority of any security
         interest provided for in the Loan Documents.

             (xv) the compliance by Debtor with any covenant contained in the
         Loan Documents that require any numerical or mathematical calculation
         or computation.

         We call your attention to the fact that the Loan Documents state that
they are governed by Pennsylvania law, and that we are not rendering any opinion
with respect to the law of Pennsylvania. Therefore, we have not examined the
question of what law would govern the interpretation or enforcement of the Loan
Documents and our opinion is based on the assumption that the internal laws of
Delaware would govern the provisions of the Loan Documents and the transactions
contemplated thereby. We note that if the Loan Documents are not, in fact,
legal, valid, binding and enforceable under the laws of Pennsylvania, the Loan
Documents may not be enforced by a Delaware court under applicable
conflicts-of-law principles.

         We are qualified to practice law in Delaware, and we express no opinion
herein on the law of any jurisdiction other than the laws of Delaware.

         This opinion is intended solely for your benefit and is not intended to
be relied upon by my other person or entity. This opinion may not be furnished
by you to any other person or entity (other than a regulatory agency with
jurisdiction over you), nor quoted by you in any document, instrument or other
writing, without our prior written consent.

                                              Very truly yours,

                                              [_____________________]


                                               By_______________________________
                                                      A Member of the Firm


<PAGE>

                                    EXHIBIT F
                           Leaf Financial Corporation
                            Warehouse Funding Report
                                      Dated

<TABLE>
<CAPTION>
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                                         Date in BB          Original Term       # months           Net            Progress
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 Lease #       Lessee                                                            Remaining          Investment     Payment
                                                                                 on Contract
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<S>            <C>                      <C>                  <C>                 <C>                <C>             <C>
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 Total
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</TABLE>