**AMENDMENT
      NO. 3**


**TO**


**SECURED
      LOAN AGREEMENT**





THIS
      AMENDMENT NO. 3, dated as June 28  2006
      (the
“ Amendment ”),
      to
      the Secured Loan Agreement, dated as of December 31, 2004, as previously amended
      (the “ Loan
      Agreement ”),
      between LEAF Fund I, LLC, as borrower (“ Borrower ”),
      LEAF
      Funding, Inc., as originator (“ Originator ”),
      Lease
      Equity Appreciation Fund I, L.P., as seller (“ LEAF ”),
      LEAF
      Financial Corporation, as servicer (“ Servicer ”),
      U.S.
      Bank National Association, as collateral agent and securities intermediary,
      and
      WestLB AG, New York Branch, as lender (“ Lender ”),
      is
      being entered into by Borrower, LEAF, Servicer and Lender.




**WITNESSETH**




WHEREAS,
      Section 14.04 of the Loan Agreement provides that any term or provision of
      the
      Loan Agreement shall be amended, supplemented or otherwise modified only by
      an
      instrument in writing signed by LEAF, Servicer, Borrower, Lender and (to the
      extent any such modification or supplement would have an adverse effect on
      the
      interest of the Collateral Agent or Backup Servicer) the Collateral Agent and/or
      Backup Servicer;




WHEREAS,
      the amendment to the Loan Agreement contemplated by this Amendment will not
      have
      an adverse effect on, or otherwise affect the interests, rights or obligations
      of the Collateral Agent, the Backup Servicer or the Hedge
      Counterparty;




WHEREAS,
      the parties hereto have agreed to amend the Loan Agreement on the terms and
      subject to the conditions set forth herein;




NOW,
      THEREFORE, in consideration of the premises and mutual agreement contained
      herein, the adequacy and sufficiency of which are hereby acknowledged, the
      parties hereby agree as follows:




Section
      1.  Defined
      Terms .




For
      purposes of this Amendment, unless the context clearly requires otherwise,
      all
      capitalized terms which are used but not otherwise defined herein shall have
      the
      respective meanings assigned to such terms in the Loan Agreement.




Section
      2.  Amendment
      to Loan Agreement .




(a)  The
      definition of “Applicable Margin” set forth in Appendix A to the Loan Agreement
      is hereby amended by deleting the definition in its entirety and replacing
      it
      with the following:




“ Applicable
      Margin ”
means,
      for each Advance and (i) any date prior to the Facility Termination Date, 0.95%
      or (ii) any date that occurs on or after the Facility Termination Date,
      1.85%.”









(b)  Paragraph
      (liii)(H) of Exhibit D to the Loan Agreement is hereby amended by deleting
      such
      paragraph in its entirety and replacing it with the following:




“(liii)(H)
      after giving effect to the addition of the Contract to the pool of Eligible
      Contracts, the Aggregate Implicit Principal Balance of Eligible Contracts (as
      of
      any date of determination) with respect to which any one Person or any Affiliate
      of such Person is the related Customer does not exceed (1) if the Aggregate
      Implicit Principal Balance of the Eligible Contracts is less than $25,000,000,
      4.0% of the Aggregate Implicit Principal Balance of all Eligible Contracts,
      (2)
      if the Aggregate Implicit Principal Balance of the Eligible Contracts is less
      than $50,000,000 but is greater than $25,000,000, the greater of (x) $1,000,000
      and (y) 3.0% of the Aggregate Implicit Principal Balance of all Eligible
      Contracts and (3) if the Aggregate Implicit Principal Balance of the Eligible
      Contracts is greater than $50,000,000, 3.0% of the Aggregate Implicit Principal
      Balance of all Eligible Contracts;”




Section
      3.  Representations
      and Warranties .




Borrower,
      LEAF and Servicer each hereby certifies that the representations and warranties
      set forth in Article VI of the Loan Agreement (and any other representations
      and
      warranties made by Borrower, LEAF or Servicer in the Loan Agreement) are true
      and correct on the date hereof with the same force and effect as if made on
      the
      date hereof, except to the extent such representations and warranties speak
      specifically to an earlier date in which case they shall have been true and
      correct on such date. In addition, Borrower, LEAF and Servicer each represents
      and warrants (which representations and warranties shall survive the execution
      and delivery hereof) that (a) no unwaived Facility Termination Event or Event
      of
      Default (nor any event that but for notice or lapse of time or both would
      constitute an unwaived Facility Termination Event or Event of Default) shall
      have occurred and be continuing as of the date hereof nor shall any unwaived
      Facility Termination Event or Event of Default (nor any event that but for
      notice or lapse of time or both would constitute an unwaived Facility
      Termination Event or Event of Default) occur due to this Amendment becoming
      effective, (b) Borrower, LEAF and Servicer each has the power and authority
      to
      execute and deliver this Amendment and has taken or caused to be taken all
      necessary actions to authorize the execution and delivery of this Amendment,
      (c)
      no consent of any other person (including, without limitation, members or
      creditors of Borrower, LEAF or Servicer), and no action of, or filing with
      any
      governmental or public body or authority is required to authorize, or is
      otherwise required in connection with the execution and performance of this
      Amendment, other than such that have been obtained, (d) the Loan Agreement,
      as
      amended by this Amendment, constitutes the legal, valid and binding obligation
      of Servicer, LEAF and the Borrower, enforceable against them in accordance
      with
      its terms except as the enforceability thereof may be limited by bankruptcy,
      insolvency, moratorium, reorganization and other similar laws of general
      application affecting creditors’ rights generally and by general principles of
      equity (whether such enforceability is considered in a proceeding in equity
      or
      law), and (e) the execution, delivery and performance of this Amendment will
      not
      violate any provision of any existing law or regulation or any order or decree
      of any court, regulatory body or administrative agency or the certificate of
      formation or the limited liability company agreement of Servicer, LEAF or
      Borrower or any material indenture, agreement, mortgage, deed of trust or other
      instrument to which Servicer, LEAF or the Borrower is a party or by which it
      is
      bound.







Section
      4.  Effect
      of Amendment .




Upon
      the
      execution of this Amendment, the Loan Agreement shall be, and be deemed to
      be,
      modified and amended in accordance herewith and the respective rights,
      limitations, obligations, duties, liabilities and immunities of the parties
      hereto shall hereafter be determined, exercised and enforced subject in all
      respects to such modifications and amendments, and all the terms and conditions
      of this Amendment shall be deemed to be part of the terms and conditions of
      the
      Loan Agreement, for any and all purposes. Except as modified and expressly
      amended by this Amendment, the Amendment is in all respects ratified and
      confirmed, and all the terms, provisions and conditions thereof shall be and
      remain in full force and effect.




Section
      5.  Binding
      Effect .




The
      provisions of this Amendment shall be binding upon and shall be enforceable
      by
      the parties hereto and their respective successors and assigns.




Section
      6.  Governing
      Law .




This
      Amendment shall be construed in accordance with the substantive laws of the
      State of New York (without regard to conflict of law principles, other than
      Section 5-1401 of the New York General Obligations Law) and the
      obligations, rights and remedies of the parties hereto shall be determined
      in
      accordance with such laws.




Section
      7.  Severability
      of Provisions .




If
      any
      one or more of the provisions or terms of this Amendment shall be for any reason
      whatsoever held invalid, then such provisions or terms shall be deemed severable
      from the remaining provisions or terms of this Amendment and shall in no way
      affect the validity or enforceability of the other provisions or terms of this
      Amendment.




Section
      8.  Counterparts .




This
      Amendment may be executed in several counterparts, each of which shall be an
      original and all of which shall constitute but one and the same
      instrument.




[Signature
      Page Follows]










IN
      WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 3 TO
      SECURED LOAN AGREEMENT to be executed by their duly authorized representatives
      on the date first written above.








LEAF
                FUND I, LLC, as Borrower
              
              
              By:
                _________________________________
              
              Name:
                Miles Herman
              Title:
                Vice PresidentLEASE
                EQUITY APPRECIATION FUND I, L.P., as Seller
              
              By:
                LEAF FINANCIAL CORPORATION, asGeneral
                Partner
              
              By:
                _________________________________
              
              Name:
                Miles Herman
              Title:
                President, COOLEAF
                FINANCIAL CORPORATION, as Servicer
              
              By:
                _________________________________
              
              Name:
                Miles Herman
              Title:
                President, COOWESTLB
                AG, NEW YORK BRANCH,
              as
                Lender
              
              By:
                _________________________________
              
              Name:
              Title:
              
              
              By:
                _________________________________
              
              Name:
              Title:








ACKNOWLEDGED
      AND AGREED:





U.S.
      BANK
      NATIONAL ASSOCIATION,


as
      Collateral Agent and Securities Intermediary







By:


Name:


Title:





LEAF
      FUNDING, INC., as Originator








By:


Name: Miles
      Herman


Title:  SVP
&
      COO





















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