<PAGE>

                               AMENDMENT NO. 1 TO
                           PURCHASE AND SALE AGREEMENT


         THIS AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT, dated as of August
23, 1999 (this "Amendment"), is entered into by and between FIDELITY LEASING SPC
IV, INC., as the Buyer and FIDELITY LEASING, INC., as the Seller. Capitalized
terms used and not otherwise defined herein are used as defined in the Agreement
(as defined below).

         WHEREAS, the parties hereto entered into that certain Purchase and Sale
Agreement, dated as of July 14, 1999, as amended (the "Agreement"); and

         WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as provided herein;

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

         SECTION 1.  Amendments.

         (a)      Section 5.1(m) of the Agreement is hereby amended in its
entirety to read as follows:

                           (m) RLI Debt. Immediately before an IPO, the Seller
                  and RLI shall convert $30,000,000 from Subordinated Debt to
                  equity in the Seller; provided, however, the Seller shall
                  obtain the prior written consent of the Administrative Agent
                  (which consent shall not be unreasonably withheld) with
                  respect to any terms concerning the Subordinated Debt that is
                  not converted into equity pursuant to this clause (m).

         (b) Section 7.1(b) of the Agreement is hereby amended in its entirety
to read as follows:

                           (b) the Tangible Net Worth of the Servicer shall (i)
                  prior to an IPO, on any day be less than $30,000,000, which
                  amount shall be increased each calendar quarter, beginning
                  July 1, 1999 for the quarter ended June 30, 1999, by an amount
                  equal to (A) 75% of the immediately preceding quarter's net
                  income (with no downward adjustment for losses) and (B) 100%
                  of any proceeds from any new equity or (ii) subsequent to an
                  IPO, on any day be less than the sum of (A) total
                  shareholder's equity immediately prior to such IPO, calculated
                  in accordance with GAAP (B) the net proceeds of such IPO and
                  (C) the amount of Subordinated Debt that RLI converts into
                  equity immediately before such IPO minus the sum of (x)
                  intangibles calculated in accordance with GAAP and (y)
                  $2,000,000; provided,



<PAGE>




                  however that the amount of Subordinated Debt that RLI converts
                  into equity pursuant to clause (ii)(C) above shall be at least
                  $30,000,000; provided, further that the amount under this
                  clause (ii) shall be increased each calendar quarter after
                  such IPO by an amount equal to 75% of net income (with no
                  downward adjustment for losses);

         (c) Section 7.1(c) is hereby deleted in its entirety.

         (d) Section 7.1(d) of the Agreement is hereby amended in its entirety
to read as follows:
                           (d) at any time prior to the closing of an IPO,
                  either (A) the Seller shall make any payment on the
                  Subordinated Debt prior to the Collection Date or (B) the sum
                  of the balances outstanding under the 1996 Note and the 1998
                  Note shall be less than $5,000,000 and/or the balance
                  outstanding under the 1999 Note shall be less than
                  $38,000,000;

         (e) Section 7.1(f) is hereby amended in its entirety to read as
follows:

            (e)   the Servicer shall cease to maintain Committed Facilities of
                  $400,000,000 (which amount shall include the Facility Amount)
                  and failure continues to be unremedied for a period of 30 days
                  after the earlier to occur of (1) the date on which written
                  notice of such failure requiring the same to be remedied shall
                  have been give to the Servicer by the Buyer or any Agent and
                  (2) the date on which the Servicer becomes aware there;

         (f)      After making the amendments described in paragraphs (a)
through (e) above, the remainder of Section 7.1 shall be relettered accordingly.

         SECTION 2. Consent of the Agents. By executing a signature page hereto,
the Agents hereby acknowledge and give their consent to this Amendment and waive
the requirement of prior written notice and prior written consent hereto in
accordance with Section 9.1 of the Agreement.

         SECTION 3. Agreement in Full Force and Effect as Amended. Except as
specifically amended hereby, the Agreement shall remain in full force and
effect. All references to the Agreement shall be deemed to mean the Agreement as
modified hereby. This Amendment shall not constitute a novation of the
Agreement, but shall constitute an amendment thereof. The parties hereto agree
to be bound by the terms and conditions of the Agreement, as amended by this
Amendment, as though such terms and conditions were set forth herein.

         SECTION 4.  Miscellaneous.

         (a) This Amendment may be executed in any number of counterparts, and
by the different parties hereto on the same or separate counterparts, each of
which shall be deemed to be an original instrument but all of which together
shall constitute one and the same agreement.



                                      -2-


<PAGE>


Delivery of an executed counterpart of a signature page by facsimile shall be
effective as delivery of a manually executed counterpart of this Amendment.

         (b) The descriptive headings of the various sections of this Amendment
are inserted for convenience of reference only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof.

         (c) This Amendment may not be amended or otherwise modified except as
provided in the Agreement.

         (d) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

                           [signature pages to follow]




















                                      -3-


<PAGE>



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


                                    FIDELITY LEASING SPC IV, INC.


                                    By: ________________________________________
                                        Name:
                                        Title:

                                        1255 Wright's Lane
                                        West Chester, PA 19380
                                        Attention:
                                        Fax:
                                        Phone:

                                    FIDELITY LEASING, INC.


                                    By: ________________________________________
                                        Name:
                                        Title:

                                        1255 Wright's Lane
                                        West Chester, PA 19380
                                        Attention:
                                        Fax:
                                        Phone:





<PAGE>


Acknowledged and accepted
this __th day of August 1999

FIRST UNION CAPITAL MARKETS CORP.,
as Administrative Agent and VFCC Managing Agent

         By:__________________________________________
         Name:________________________________________
         Title:_______________________________________

         First Union Capital Markets Corp.
         One First Union Center, TW-9
         Charlotte, North Carolina 28288
         Attention:         CP Lender Administration
         Facsimile No.:   (704) 383-6036
         Telephone No.:  (704) 383-9343