**Exhibit 10.1**AMENDMENT No. 4 TO SECURED LOAN AGREEMENT     AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of March 30, 2007 among WESTLBAG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national bankingassociation (the “Collateral Agent” and “Securities Intermediary), LEASE EQUITYAPPRECIATION FUND I, L.P., a Delaware limited partnership (“LEAF” or the “Seller”),LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING INC., aDelaware corporation (the “Originator”) and LEAF FUND I, LLC, a Delaware limited liabilitycompany (the “Borrower”).WITNESSETH:     WHEREAS, the parties hereto are parties to the Secured Loan Agreement, dated as of December31, 2004 (the “Secured Loan Agreement”);     WHEREAS, pursuant to Section 14.04 of the Secured Loan Agreement, the parties hereto wish toamend the Secured Loan Agreement and hereby agree that the Secured Loan Agreement is herebyamended; and     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:     SECTION 1. Definitions.     (a) Whenever used in this Amendment, capitalized terms used and not otherwise defined hereinshall have the meanings set forth in Appendix A to the Secured Loan Agreement.     (b) Any term that relates to a document or a statute, rule, or regulation includes anyamendments, modifications, supplements, or any other changes that may have occurred since thedocument, statute, rule, or regulation came into being, including changes that occur after the dateof this Amendment.     SECTION 2. Amendments. The parties hereto hereby agree, pursuant to Section 14.04 ofthe Secured Loan Agreement, to amend the Secured Loan Agreement as follows:  (a) Subsection (jj) of Section 7.02 shall be struck in its entirety and replaced with:   As of the last day of each fiscal quarter commencing March 31, 2007, LEAF shallmaintain “partners equity” (as reflected in its financial statements) plus an amount“Due to General Partner” of no less than 75% of “partners equity” as of August 15,2004 (the last day of its offering period pursuant to its Prospectus dated August15, 2002) as reported in its September 2004 financial statements.
 

 
  (b) Subsection (ff) of Section 8.01 shall be struck in its entirety and replaced with:Failure to Maintain Minimum Capital Requirements. (i) LEAF shallhave failed to maintain a Senior Leverage Ratio no greater than 8.0:1.0 or(ii) the Servicer shall have (a) failed to maintain a “Minimum Tangible NetWorth” (defined as stockholders’ equity plus subordinated debt lessintangibles) of $7,500,000 or (b) defaulted (after giving effect to any andall notice, grace and cure periods) in respect of any material Indebtednessfor borrowed money).      (c) The definitions of Maximum Facility Amount and Senior Leverage Ratio in Appendix A shallbe struck in its entirety and replaced with:          “Maximum Facility Amount” means $125,000,000.          “Senior Leverage Ratio” means, with respect to LEAF, the result obtained by dividingLEAF’s Combined Recourse Debt by LEAF’s Adjusted Partner’s Capital. For such determination,“Combined Recourse Debt” means all of LEAF’s debts and liabilities, but excluding third partyaccounts payable, accrued expenses, non-recourse debt and intercompany obligations, and “AdjustedPartner’s Capital” means partner’s capital plus Due to General Partner plus subordinated debt, ifany. For such determination (including Section 7.02(jj)), “Due to General Partner” means amounts,as set forth in the financial statements of LEAF, that are due to LEAF Financial Corporation andits affiliates, as general partner of LEAF, for management fees and expenses due for servicing theSecuritized Portfolio in addition to amounts LEAF Financial Corporation has paid for property taxesdue on the Securitized Portfolio that have been billed to Customers.     SECTION 3. Representations and Warranties.     Borrower, LEAF and Servicer each hereby severally certifies as to itself that its respectiverepresentations and warranties set forth in Article VI of the Loan Agreement (and any otherrepresentations and warranties made by Borrower, LEAF or Servicer in the Loan Agreement) are trueand correct on the date hereof with the same force and effect as if made on the date hereof, exceptto the extent such representations and warranties speak specifically to an earlier date in whichcase they shall have been true and correct on such date. In addition, Borrower, LEAF and Servicereach severally represents and warrants (which representations and warranties shall survive theexecution 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 FacilityTermination Event or Event of Default) shall have occurred and be continuing as of the date hereofnor shall any unwaived Facility Termination Event or Event of Default (nor any event that but fornotice or lapse of time or both would constitute an unwaived Facility Termination Event or Event ofDefault) occur due to this Amendment becoming effective, (b) Borrower, LEAF and Servicer each hasthe power and authority to execute and deliver this Amendment and has taken or caused to be takenall necessary actions to authorize the execution and delivery of this Amendment, (c) no consent ofany other person (including, without limitation, members or creditors of Borrower, LEAF or
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Servicer), and no action of, or filing with any governmental or public body or authority isrequired to authorize, or is otherwise required in connection with the execution and performance ofthis Amendment, other than such that have been obtained, (d) the Loan Agreement, as amended by thisAmendment, 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 belimited by bankruptcy, insolvency, moratorium, reorganization and other similar laws of generalapplication affecting creditors’ rights generally and by general principles of equity (whether suchenforceability is considered in a proceeding in equity or law), and (e) the execution, delivery andperformance of this Amendment will not violate any provision of any existing law or regulation orany order or decree of any court, regulatory body or administrative agency or the certificate offormation or the limited liability company agreement of Servicer, LEAF or Borrower or any materialindenture, agreement, mortgage, deed of trust or other instrument to which Servicer, LEAF or theBorrower is a party or by which it is bound.     SECTION 4. Ratification. Upon execution of this Amendment, the Secured Loan Agreementshall be amended in accordance herewith, and the respective rights, limitations, obligations,duties, liabilities and immunities of the parties shall hereafter be determined, exercised andenforced subject in all respects to such amendments, and the terms of this Amendment shall be apart of the Secured Loan Agreement for any and all purposes. Except as modified and expresslyamended by this Amendment, the Amendment is in all respects ratified and confirmed, and all theterms, provisions and conditions thereof shall be and remain in full force and effect.     SECTION 5. GOVERNING LAW. THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OFTHE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE INTERNAL LAWS OF THE STATEOF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF.     SECTION 6. Counterparts. For the purpose of facilitating the execution of thisAmendment and for other purposes, this Amendment may be executed simultaneously in any number ofcounterparts, each of which shall be deemed to be an original and together shall constitute and beone and the same instrument.     SECTION 7. Severability of Provisions. If any one or more of the provisions or termsof this Amendment shall be for any reason whatsoever held invalid, then such provisions or termsshall be deemed severable from the remaining provisions or terms of this Amendment and shall in noway affect the validity or enforceability of the other provisions or terms of this Amendment.     SECTION 8. Amendment. This Amendment may be amended or modified from time to time bythe parties hereto, but only by an instrument in writing signed by each of the parties hereto.     SECTION 9. Headings. The Section headings are not part of this Amendment and shallnot be used in its interpretation.
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          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and yearfirst above written.           LEAF FUND I, LLC,      as Borrower               By:                   Name:        Title:             LEASE EQUITY APPRECIATION FUND I, L.P.,      as Seller               By: LEAF FINANCIAL CORPORATION,        as General Partner               By:                   Name:        Title:             LEAF FINANCIAL CORPORATION, as Servicer               By:                   Name:        Title:             LEAF FUNDING, INC., as Originator               By:                   Name:        Title:  
 

 
           U.S. BANK NATIONAL ASSOCIATION, as Collateral Agentand Securities Intermediary               By:                   Name:        Title:             WESTLB AG, NEW YORK BRANCH, as Lender               By:                   Name:        Title:               By:                   Name:        Title: