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                    REVOLVING CREDIT AGREEMENT AND ASSIGNMENT

                            DATED AS OF MAY 27, 2004

                                      AMONG

               LEASE EQUITY APPRECIATION FUND I, L.P., AS DEBTOR,

                    LEAF FINANCIAL CORPORATION, AS SERVICER,

                                       AND

                        SOVEREIGN BANK, AS SECURED PARTY

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                                TABLE OF CONTENTS

The Loans..................................................................... 1
Security Interest and Assignment.............................................. 5
Indebtedness Secured.......................................................... 7
Representations and Warranties of Debtor...................................... 8
Eligibility Requirements......................................................12
Covenants of Debtor...........................................................14
Agreement to Indemnify........................................................19
Agreements Regarding Collections..............................................20
Prepayments; Mandatory Prepayments............................................22
Default.......................................................................23
Certain Defined Terms Not Defined Elsewhere in the Agreement..................27
Miscellaneous.................................................................28

EXHIBITS:

A    Note
B    Assignment
C    Compliance Certificate
D    Continuing Service Guaranty
E    Borrowing Base Certificate
F    Aging Report

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                    REVOLVING CREDIT AGREEMENT AND ASSIGNMENT

        THIS REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (this "Agreement") dated
as of May 27, 2004, is made, by and among LEASE EQUITY APPRECIATION FUND I, L.P.
("Debtor"), a Delaware limited partnership with offices at 1845 Walnut Street,
10th Floor, Philadelphia, Pennsylvania 19103, LEAF FINANCIAL CORPORATION
("Servicer"), a Delaware corporation with offices at 1845 Walnut Street,
10th Floor, Philadelphia, Pennsylvania 19103, and SOVEREIGN BANK, a national
banking association with offices at 3 Radnor Corporate Center, Suite 210,
Radnor, PA 19087 ("Secured Party").

                                    RECITALS

        A.      Until the Commitment Termination Date (as defined below), Debtor
and Secured Party contemplate that Secured Party will from time to time make
loans to Debtor upon the terms and conditions set forth in this Agreement.

        B.      In exchange for each Loan, Debtor will assign to Secured Party
one or more leases, equipment finance or secured financing agreements and will
grant to Secured Party a security interest in the equipment or secured financing
agreements, the payments and all collateral covering and proceeds arising under
said leases and agreements.

        C.      Servicer shall service the Loans and administer the Contracts
(as defined below) and has agreed to collect the Payments (as defined below)
under all Contracts which are the subject of Loans.

        D.      Resource America, Inc. has agreed to execute a Continuing
Service Guaranty ("Service Guaranty") of even date herewith, in the form of
Exhibit D attached hereto, which shall guarantee to Secured Party the prompt
performance when due of all services to be performed by Servicer.

        ACCORDINGLY, meaning and intending to be legally bound hereby, the
parties agree as follows:

        1.      The Loans.

        (a)     Loan. Subject to the terms and conditions of this Agreement,
Secured Party agrees to establish for the benefit of the Debtor a warehouse line
of credit facility (hereinafter, the "Revolving Credit") which shall include
cash advanced (individually, a "Loan" and, collectively, the "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.
(Philadelphia, Pennsylvania time) at least one (1) Business Day prior to its
intention to

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borrow a Loan from the Secured Party pursuant to the terms hereof, Debtor shall
have delivered to the Secured Party (x) a written notice ("Loan Request") in the
form attached as Schedule B to Exhibit B hereto, signed by an authorized officer
of the General Partner specifying the requested borrowing date and the principal
amount of such Loan accompanied by (y) a borrowing computation in the form
satisfactory to the Secured Party specifying the Borrowing Limit for such
requested Loan and the aggregate Borrowing Base outstanding on such date and a
list of the Contracts to be assigned in the form of Schedule A to Exhibit B
hereto. No Loan shall be made if, after giving effect thereto, the aggregate
outstanding principal amount of all Loans would exceed the Borrowing Base. 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) and (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 One Hundred Fifty Thousand
Dollars ($150,000.00). Amounts borrowed and repaid may be reborrowed.

        (b)     Note. The Loans made under the Revolving Credit shall be
evidenced by a promissory note for the amount of the Commitment (the "Note")
duly executed and delivered by the Debtor to the Secured Party substantially in
the form of Exhibit A attached hereto.

        (c)     Disbursement of Loans; Payments. Loans made by the Secured Party
to the Debtor under the Revolving Credit shall be made available by crediting
such proceeds to the Operating Account (as defined below) with the Secured
Party. The Secured Party shall have the unconditional right and discretion (and
the Debtor hereby authorizes the Secured Party) to charge the Operating Account
for all of the Indebtedness (as defined below) as it becomes due from time to
time under this Agreement.

        (d)     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 equal to or
less than the Borrowing Base. Accrued interest on Loans advanced under the
Commitment shall be paid monthly on the tenth (10th) day of each month and on
the Commitment Termination Date. Loans may be voluntarily prepaid as provided in
Section 9(h) hereof.

        (d)     Interest Rate. The interest rate applicable to the Loans will be
determined and adjusted using LIBOR plus two and one-half percent (2.5%)
per annum. "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 (i) 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

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11:00 A.M. London time (or as soon thereafter as practicable) two (2) Eurodollar
Banking Days prior to the first day of that Contract Period by banking
institutions in any Eurodollar market selected by Secured Party by (ii) the
difference of one (1) less the Reserve Percentage. "LIBQR Unit" means a Loan
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 (i) if any Contract Period
otherwise would end on a day that is not a Eurodollar Banking Day, it shall end
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 (ii) 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. "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.

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

        (f)     Direct and Continuing Liability. Notwithstanding any other
provision of the Note or this Agreement, Debtor shall be liable for the full and
prompt payment of each Loan. Liability for each Loan will be fully recourse to
all of the assets of Debtor (but not to the partners thereof).

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

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        (h)     Conditions Precedent for All Loans. 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)     Debtor shall have executed and delivered the Loan
Request.

                (ii)    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;

                (iii)   (A) All representations and warranties of Debtor
contained herein shall continue to be true, correct and complete; (B) Debtor
shall have complied with all covenants contained herein; and (C) there shall
have been no material adverse change in the financial condition, business,
properties, profits or prospects of Debtor; and

                (iv)    Debtor shall have executed an assignment ("Assignment")
in the form attached hereto as Exhibit B.

        (i)     Conditions Precedent for First Advance. In addition to
conditions stated in Section 1(i) above, Secured Party shall not be obligated to
make the first Loan (the "First Advance") to Debtor hereunder until the
following additional conditions have been satisfied:

                (i)     the Secured Party shall have received (A) evidence of
the legal existence and good standing of the Debtor, LEAF Asset Management,
Inc., the Debtor's general partner ("General Partner"), and the Servicer, each
dated as of a recent date and issued by the Secretary of State of the State of
Delaware, (B) a certificate of the secretary or assistant secretary of the
General Partner certifying as to the certificate of limited partnership and
limited partnership agreement of the Debtor, the incumbency and signature of the
officer of the General Partner who has executed this Agreement and the other
documents to be executed in connection herewith and the resolutions of the
General Partner authorizing the execution, delivery and performance of this
Agreement and the borrowing of the Loans hereunder; (C) a certificate of the
secretary or assistant secretary of the General Partner certifying as to the
articles of incorporation and the bylaws of the General Partner; and (D) a
certificate of the secretary or assistance secretary of the Servicer certifying
as to the articles of incorporation and the bylaws of the Servicer and the
incumbency and signature of the officer of the Servicer who has executed this
Agreement on behalf of the Servicer.

                (ii)    the Secured Party shall have received a written opinion
of counsel to the Debtor in form and substance satisfactory to the Secured
Party;

                                        4
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                (iii)   the Secured Party shall have received (A) this
Agreement, (B) the Note, (D) the Custodial Agreement (as defined below), and the
Service Guaranty, each duly executed and in form and substance satisfactory to
the Secured Party;

                (iv)    the Secured Party shall have received a certification by
the Chief Financial Officer of the General Partner that there has not occurred
any material adverse change in the operations and condition (financial or
otherwise) of the Debtor since March 31,2004;

                (v)     the Debtor shall have paid the Secured Party's
reasonable costs and expenses incurred in the negotiation and preparation of
this Agreement and all documents executed in connection herewith; and

                (vi)    The Secured Party shall have received a true and correct
copy of the original policies of insurance or such other evidence of insurance
as the Secured Party may reasonably require that shall evidence that the Debtor
has procured an insurance policy of the type described in Section 6(o) hereof,

        (j)     Condition Subsequent to Closing. Within ten (10) days of the
execution of this Agreement, the Debtor shall cause the execution and delivery
to the Secured Party of an inter-creditor agreement by and among the Debtor, the
Secured Party, Information Leasing Corporation and ALFA Financial Corporation,
OFC Capital Division, which shall be in form and substance satisfactory to the
Secured Party.

        (k)     Extension of Commitment Termination Date. If the Debtor shall
desire to extend the Commitment Termination Date, it shall give a written notice
("Requested Extension Notice") to the Secured Party that shall be executed by an
authorized officer of the General Partner and shall set forth the date to which
the Commitment Termination Date is sought to be extended. A Requested Extension
Notice shall contain an express representation and warranty that all of the
representations and warranties contained in Section 4 hereof are true and
correct as if made on the date of such Requested Extension Notice. Any Requested
Extension Notice in order to be effective shall be given not more than
ninety (90) days nor less than thirty (30) days prior to the Commitment
Termination Date. Within thirty (30) days after its receipt of such Requested
Extension Notice, the Secured Party shall give notice to the Debtor as to
whether or not the Secured Party has approved such request, which approval shall
be subject to the sole and absolute discretion of the Secured Party. The failure
by the Secured Party to respond to a Requested Extension Notice within
thirty (30) days after the Secured Party's receipt thereof shall constitute the
disapproval of the Secured Party of the extension of the Commitment Termination
Date requested in such Requested Extension Notice.

        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

                                        5
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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 (as defined below) and other secured financing
agreements 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 or securing 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 except
as the same may now or hereafter be pledged or sold to Information Leasing
Corporation pursuant to the Master Program Agreement dated September 29, 2003 or
to ALFA Financial Corporation, OFC Capital Division pursuant to the Master Loan
and Security Agreement dated November 26,2003, as both may hereafter be amended
(the "Excluded Assets");

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

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                (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. Except for the Excluded 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, contract rights, chattel paper, documents, 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 letters of credit; (x) 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; (xi) monies,
deposit accounts, certificates of deposit; and (xii) 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)     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.
The Collateral, together with all other property of the Debtor of any kind held
by the Secured Party, shall constitute one general, continuing collateral
security for and shall secure the full and prompt payment of all Loans made
pursuant to this Agreement and all 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 reasonable costs
and expenses, including, but not limited to, attorneys' fees, incurred by
Secured Party pursuant to or in connection with this Agreement (all of which is
herein sometimes referred to as the "Indebtedness") and shall be retained by the
Secured Party as collateral security until all of the Indebtedness has been
satisfied in full, except as otherwise provided in Section 3(b) below.

        (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 Contract relating to a Loan outstanding under this Agreement, upon the
Debtor's written request, Secured Party

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shall release its Security Interest in the Contract and the other Collateral
directly related to the Contract within one (1) Business Day of the receipt of
such payment of the Prepayment Amount, without recourse to, and without
representations or warranties by, Secured Party of any kind whatsoever,
provided, however, that no release of a Contract and related Collateral shall be
effective unless authorized by the Secured Party in writing in accordance with
the provisions of Section 6 of the Custodial Agreement. 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 limited partnership
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 or 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 certificate of limited partnership or limited partnership agreement 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

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correct by the president, executive vice president, controller or chief
financial officer of Debtor's general partner, and since the date of the above
described financial statements there has been no material adverse change in
Debtor's financial condition.

        (e)     Litigation and Contingent Liabilities. There are no judicial or
administrative proceedings pending or, to Debtor's knowledge, threatened against
the Debtor in any court or any governmental authority except as shown on
Schedule 4(e) attached hereto and made a part hereof. There are, to Debtor's
knowledge, no investigations (civil or criminal) pending or threatened against
the Debtor in any court or before any governmental authority. No executive
officer of the General Partner has been indicted in connection with or convicted
of engaging in any criminal conduct, or is currently subject to any lawsuit or
proceeding or, to Debtor's knowledge, under investigation in connection with any
anti-racketeering or other conduct or activity which may result in the
forfeiture of any property to any governmental authority. 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)     Trade names. Debtor has not conducted and does not conduct
business under any trade name 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.

        (j)     Compliance With Laws. To the best of Debtor's knowledge, Debtor
has complied with all applicable laws and has obtained all the necessary
authorizations, certificates, permits, licenses and approvals required by any
governmental authority.

        (k)     Solvency.

                (i)     The present fair salable value of the assets of Debtor
after giving effect to the funding of the Loans hereunder exceeds the amount
that will be required to be paid on or in respect of the debts and other
liabilities (including contingent liabilities) of Debtor as they mature;

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                (ii)    The assets of Debtor do not constitute unreasonably
small capital for Debtor to conduct its business as now conducted and as
proposed to be conducted, including the capital needs of Debtor; and

                (iii)   Debtor does not intend to, nor does Debtor believe that
it will, incur debts beyond its ability to pay such debts as they mature (taking
into account the timing and amounts of cash to be received by Debtor and of
amounts to be payable on or in respect of debt of Debtor). The cash available to
Debtor, after taking into account all other anticipated uses of the cash of
Debtor, is anticipated to be sufficient to pay all amounts on or in respect of
the Indebtedness when the Indebtedness or any part thereof is required to be
paid.

        (l)     Other Contracts. Neither the execution and delivery of this
Agreement, nor compliance with the terms and provisions hereof, will conflict
with or result in a breach of any other contract, agreement or instrument to
which Debtor is a party or by which it is bound, or constitute a default under
any such agreement or instrument.

        (m)     Title to Properties; Leases. Debtor has good and marketable
title to its property, free and clear of all liens except for the Permitted
Liens. Any Contract to be assigned under this Agreement is valid and subsisting
and is in full force and effect.

        (n)     Public Utility Holding Company Act. The Debtor is not a "holding
company," or a "subsidiary company" of a "holding company," or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company," or a
"public utility" within the meaning of the Public Utility Holding Company Act of
1935, as amended.

        (o)     Disclosure of Confidential Information. In the event that the
Debtor provides to the Secured Party written confidential information belonging
to Debtor, if Debtor shall denominate such information in writing as
"confidential," Secured Party shall thereafter maintain such information in
confidence in accordance with the standards of care and diligence that each
utilizes in maintaining its own confidential information. This obligation of
confidence shall not apply to such portions of the information which (i) are in
the public domain, (ii) are disclosed with the Debtor's consent, (iii) must be
disclosed either pursuant to any governmental requirement or to persons
regulating the activities of Secured Party provided, Secured Party shall
endeavor to provide notice to the Debtor as soon as practicable in the event
Debtor desires to enjoin the disclosure of such information, or (iv) as may be
required by law or regulation or order of any governmental authority in any
judicial, arbitration or governmental proceeding.

        (p)     Regulation O. No director or executive officer of the General
Partner or principal shareholder of the Debtor is a director, executive officer
or principal shareholder of the Secured Party. For the purposes hereof the terms
"director" "executive officer" and "principal shareholder" (when used with
reference to the Secured Party), have the

                                       10
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respective meanings assigned thereto in Regulation O issued by the Board of
Governors of the Federal Reserve System.

        (q)     Environmental Matters. Except as shown on Schedule 4(g) attached
hereto and made part hereof:

                (i)     To the best of Debtor's knowledge, no Equipment
presently owned, leased or operated by Debtor contains, or has previously
contained, any substances defined or designated as hazardous or toxic waste,
hazardous or toxic material, hazardous or toxic substance or similar term
(hereinafter, collectively, "Hazardous Substances") under any and all Federal,
foreign, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees regulating, relating to or imposing liability or
standards of conduct concerning pollution, protection of the environment, or the
impact of pollutants, contaminants, or toxic or hazardous substances on human
health or the environment (collectively, the "Environmental Laws") in amounts or
concentrations which (i) constitute or constituted a violation of, or (ii) could
give rise to liability under, any Environmental Law;

                (ii)    To the best of Debtor's knowledge, Debtor is in
compliance, and, for the duration of all applicable statutes of limitations
periods, has been in compliance with all applicable Environmental Laws, and
there is no contamination at, under or about any properties presently owned,
leased, or operated by Debtor or violation of any Environmental Law with respect
to such properties which could reasonably be expected to interfere with any of
their continued operations or reasonably be expected to impair the fair saleable
value thereof;

                (iii)   Debtor has not received any notice of violation, alleged
violation, non-compliance, liability or potential liability regarding
environmental matters or compliance with Environmental Laws and Debtor has no
knowledge that any such notice will be received or is being threatened;

                (iv)    To the best of Debtor's knowledge, Hazardous Substances
have not been transported or disposed of in a manner or to a location which are
reasonably likely to give rise to liability of Debtor under any Environmental
Law; and

                (v)     No judicial proceeding or governmental or administrative
action is pending, or to the knowledge of Debtor, threatened under any
Environmental Law to which Debtor is, or to Debtor's knowledge will be, named as
a party, nor are there any consent decrees or other decrees, consent orders,
administrative orders or other orders, or other administrative or judicial
requirements outstanding, the implementation of which is reasonably likely to
have a material adverse effect on Debtor's business, financial condition,
Collateral or prospects under any Environmental Law.

        (r)     Landlord or Warehouseman's Liens. To the best of the Debtor's
knowledge, no owner of any premises occupied by the Debtor and/or warehouseman
of any warehouse where the Collateral, or any of it, is kept presently holds or
may in the

                                       11
<PAGE>

future hold an interest in or a claim against the Collateral, and, if so
required by the Secured Party, the Debtor shall procure such landlord and/or
warehouseman's consent to allow the Secured Party on such premises to dispose of
or deal with any Collateral located thereon.

        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. The Contract arises from a bonafide lease
or sale of the Equipment or other secured financing arrangement, in the ordinary
course of business of the Obligor described in the Contract. The Obligor's
billing address and the Equipment is located in the United States of America or
where the Uniform Commercial Code is applicable.

        (c)     Compliance with Laws; Validity, Enforceability; No Liens. The
Contract complies 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.

                                       12
<PAGE>

        (f)     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.

        (g)     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.

        (h)     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.

        (i)     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, to Debtor's knowledge, is insolvent. No
material change has occurred with respect to the Contract or the Obligor.

        (j)     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.

        (k)     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.

        (l)     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.

        (m)     Taxes. 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.

                                       13
<PAGE>

        (n)     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.

        (o)     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. Notwithstanding the foregoing, Secured Party
acknowledges that Debtor files financing statements only for Equipment having an
original cost of over $25,000 for finance leases and over $50,000 for
"true leases". 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.

        (p)     No Amendments. The Contract has not been rewritten or amended to
eliminate a payment default or other delinquency other than those amendments or
changes made in the ordinary course of business.

        (q)     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.

        (r)     Term. The Contract does not have a remaining term greater than
eighty-four (84) months.

        (s)     Past Due. No Contract payments are more than sixty-one (61) days
contractually past due.

        (t)     Borrowing Base. The Contract has not been a part of the
Borrowing Base for more than nine (9) months after the consummation of a
commercial paper conduct facility between Debtor and Secured Party.

        (u)     Affiliate; Concentration. Obligor is not an affiliate of Debtor.
The aggregate amount owed by an Obligor under all Contracts does not exceed
$500,000, which can be increased with prior credit approval of Secured Party.

        (v)     Hell or High Water. The Contract shall contain a "Hell or High
Water" clause that unconditionally obligates the Obligor to make periodic
Contract payments (including taxes), notwithstanding damage to or destruction of
the Equipment that is the subject of the Contract, or any other event, including
obsolescence thereof.

        6.      Covenants of Debtor.

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

                                       14
<PAGE>

        (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 compliance certificate in substantially the same
form as Exhibit C attached hereto or such other form as shall be satisfactory to
Secured Party, signed by the president, executive vice president, controller or
chief financial officer of the General Partner 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.

        (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 claiming in excess of One Hundred Fifty Thousand Dollars ($150,000)
from the Debtor, or which may otherwise have a material adverse effect on the
Debtor's business or the Secured Party's interest in any Collateral, or any
other matters or events concerning Debtor which might reasonably be construed to
have a material adverse effect on the Debtor's business and/or the Secured
Party's interest in any Collateral or any of Secured Party's rights under this
Agreement.

        (c)     Access to Books and Records. Permit the Secured Party, its
officers or representatives (including any field examiner or auditor retained by
Secured Party), upon at least two (2) Business Days' written notice, to inspect
and make copies of Debtor's books of account, records, reports and other papers,
and to conduct field audits, and to discuss the Debtor's affairs, finances and
accounts with its officers, employees and independent certified accountants,
with the reasonable costs and expenses (including reasonable travel expenses) of
such audits to be paid by Debtor, provided that the Debtor and the Secured Party
shall mutually agree upon the field examiner or auditor retained pursuant to
this section. Notwithstanding the foregoing, so long as no Event of Default
shall have occurred or be continuing, the Debtor shall bear the cost of not more
than one

                                       15
<PAGE>

(1) audit. Upon the occurrence of an Event of Default, the Secured Party and/or
the Secured Party's officers or other representatives shall be entitled to
conduct as many audits of Debtor's books of account, records, reports and other
papers, to make copies thereof at the Debtor's offices, and to conduct field
audits, and to discuss the Debtor's affairs, finances and accounts with its
officers, employees and independent certified public accountants, all at
Debtor's expense, as Secured Party shall deem necessary, in its sole discretion,
on the condition that such Event of Default has occurred and is continuing at
the time when Secured Party, Secured Party's officers or other representatives
commence such audit(s), even if Debtor cures such Event of Default before
Secured Party, Secured Party's officers or other representatives complete such
audit.

        (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 obtain or maintain the permits and approvals necessary
to conduct such business, (iii) cease to engage in the sale, lease and
remarketing of goods comparable to the Equipment, or (iv) 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, consolidation,
dissolution or liquidation, or (v) without the Secured Party's prior written
consent, which shall not be unreasonably delayed withheld, conditioned or
delayed, acquire all or a material portion of the ownership or assets of or in
any Person or engage or enter in a merger or consolidation with or into or
acquisition of or by any Person, other than assets which shall constitute
Contracts as to which a Security Interest will be granted hereunder.

        (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)     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.

                                       16
<PAGE>

        (i)     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.

        (j)     UCC Financing Statements; Other Perfection Actions. Secured
Party is hereby authorized to file financing statements and amendments to
financing statements without Debtor's signature, in accordance with the Uniform
Commercial Code as in effect on the date hereof in the Commonwealth of
Pennsylvania ("UCC"), in any filing office as Secured Party, in its sole
discretion may determine. Debtor hereby agrees to comply with the requests of
the Secured Party in order for Secured Party to have and maintain a valid, duly
perfected, first priority security interest in and lien on the Collateral as
required hereby, including, without limitation, executing and/or causing any
other person to execute such documents as the Secured Party may require to
obtain control and/or possession (as each term is defined in the UCC), as may be
necessary, of all deposit accounts, chattel paper and electronic chattel paper
of the Debtor. Without limiting the generality of the foregoing, in order for
the Secured Party to have a valid, duly perfected, first priority security
interest in and lien on the Contracts and notes, stock powers, letters of
credit, certificates and documents of title, chattel paper, warehouse receipts,
instruments and other similar instruments that may constitute Collateral, the
Debtor, the Secured Party, the Servicer and U.S. Bank, National Association
shall enter into and execute Custodial Agreement dated as of the same date
herewith ("Custodial Agreement") which shall be in the form and substance
satisfactory to the Secured Party. Secured Party represents and warrants that it
is located in the Commonwealth of Pennsylvania and, accordingly, possession of
the Collateral subject to the Custodial Agreement shall be deemed to be in the
Commonwealth of Pennsylvania.

        (k)     Monthly Reports. Debtor shall by the twenty-fifth (25th) day of
each month, provide to Secured Party, each in form and detail satisfactory to
Secured Party and certified by the president, executive vice president,
controller or chief financial officer of the General Partner (i) an aging report
on all assigned Contracts in the form of Exhibit F attached hereto and (ii) a
borrowing base certificate in the form of Exhibit E attached hereto.

        (l)     Financial Covenants.

                (i)     Maintain a minimum Adjusted Partner's Capital of
$5,000,000 from the date hereof and hereafter through and including the
termination of the agreement;

                                       17
<PAGE>

                (ii)    Maintain an Interest Coverage Ratio of at least 1.10:1
to be measured quarterly from the quarter ending September 30, 2004 until
termination of this Agreement; and

                (iii)   Maintain a Senior Leverage Ratio no greater than 6:1.

As used herein "Interest Coverage Ratio" means earnings before interest, taxes,
depreciation and amortization divided by interest expense; "Adjusted Partner's
Capital" means Partner's Capital plus Subordinated Debt; "Partner's Capital"
means the sum of Capital Contributions (as such term is defined in the Debtor's
Agreement of Limited Partnership), plus retained earnings, if any; "Subordinated
Debt" means all of the Debtor's debt which is specifically junior or
subordinated to the Indebtedness. The "Senior Leverage Ratio" shall be
calculated by dividing the Debtor's Combined Recourse Debt by the Debtor's
Adjusted Partner's Capital. "Combined Recourse Debt" means all Debtor's debts
and liabilities, but excluding third party accounts payable, accrued expenses,
non-recourse debt and intercompany obligations.

        Beginning on October 1, 2004, the General Partner will provide financial
statements along with a compliance certificate, as described in Section 6(a)
above, so long as the Commitment is in effect.

        (m)     Fees. Pay the following fees: (i) closing fees and expenses
(including reimbursement of reasonable audit and legal expenses), (ii) an
"upfront fee" of $15,000 payable over the next three months, and (iii) an unused
commitment fee ("Unused Commitment Fee") equal to one quarter of one percent
(0.25%) 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 June 30, 2004 and ending on
the date of termination of the Commitment. The Unused Commitment Fee shall
accrue from the date of closing but will not be payable until the June 30, 2004
calculation in arrears. These fees shall be paid on the tenth (10th) day of the
month following a calendar quarter end.

        (n)     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 Contracts.

        (o)     Insurance. Debtor maintain insurance coverage on its property of
a character usually insured by persons engaged in the same or similar business
against loss or damage of the kinds and in the amounts customarily insured
against by such persons as described in Schedule 6(o). Without limiting the
generality of the foregoing, the Debtor hereby agrees that the Secured Party
shall be entitled to the insurance proceeds of any claims for casualty loss of
any of the Collateral made by the Debtor under any of its insurance policies if
required pursuant to Sections 9 or 10 hereof.

                                       18
<PAGE>

        (p)     Compliance with Laws. Debtor shall comply in all material
respects with all applicable laws and regulations, including the Employee
Retirement Income Security Act of 1974, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, and all other applicable
environmental laws and regulations.

        (q)     Liens and Encumbrances. Not (i) execute a negative pledge
agreement with any person covering any of the Collateral, or (ii) cause or
permit or agree or consent to cause or permit in the future (upon the happening
of a contingency or otherwise) the Collateral, whether now owned or hereinafter
acquired, to be subject to a lien or be subject to any claim except for the
Permitted Liens.

        (r)     Operating Account. Establish and maintain an operating account
("Operating Account") with Secured Party, provided that the minimum balance of
funds held in the Operating Account shall at any time and at all times be in
excess of $100,000.00. The funds held in the Operating Account shall also
constitute collateral security for the Indebtedness.

        (s)     Guarantees; Other Indebtedness. Provide to the Secured Party
with advance written notice of its intent to (i) become or be liable, directly
or indirectly, primary or secondary, matured or contingent, in any manner,
whether as guarantor, surety, accommodation maker, or otherwise, for the
existing or future debts of any kind of any Person, except for the endorsement
in the ordinary course of business of negotiable instruments for deposit or
collection; and/or become liable for any indebtedness or obligations other than
the Indebtedness; and (ii) make any prepayments on any existing or future
indebtedness other than the Indebtedness.

        (t)     Change of Control. Not, without the Secured Party's prior
written consent, which shall not be unreasonably withheld, conditioned or
delayed, take any action which may result in a replacement of the General
Partner.

        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, defend and save Secured Party, and its respective officers, employees
and agents, harmless of, from and against any losses, demands, obligations,
injuries, damages, penalties, forfeitures, claims, costs, expenses (including
court costs and reasonable attorney's fees) or liabilities which may at any time
be brought, asserted, incurred, assessed or adjudged against Secured Party,
related to or arising from (i) the Contracts and the related Collateral
excluding 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: (ii) any alleged failure of any Contract or the
related Equipment to comply with any applicable law, rule, regulation or
contractual specification; (iii) any alleged failure on Debtor's part to keep or
perform any of its obligations, express or implied, with respect to any Contract

                                       19
<PAGE>

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; (iv) any breach by Debtor of any of its representations, warranties,
covenants or other obligations or agreements contained in this Agreement, in any
Contract or in any agreement related hereto or thereto; (v) any claim of any
other creditor of the Debtor against the Secured Party arising out of any
transaction hereunder or in any way related hereto, unless resulting from acts
or conduct of the Secured Party constituting willful misconduct or gross
negligence; or (vi) 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. Servicer agrees to collect Payments under all
Contracts which are the subject of Loans. Servicer will undertake such
collections as 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.
Servicer shall bill obligors in accordance with its standard billing procedures.

        (b)     Books and Records. So long as Servicer shall administer the
Contracts, Servicer shall maintain books and records pertaining to all such
Contracts. Subject to the limitations in Section 6(c) hereinabove, Servicer
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.

                                       20
<PAGE>

        (c)     Taxes. Servicer 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.

        (d)     Power of Attorney. Servicer hereby irrevocably constitutes and
appoints Secured Party after the occurrence and during the continuation of any
uncured Event of Default, as Servicer's true and lawful attorney with full power
of substitution, for Servicer 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, Servicer'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.

        (e)     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.

        (f)     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.

        (g)     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.

                                       21
<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 (each, an "Obligor
Default"), 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

                                       22
<PAGE>

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 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 related Collateral. All the terms and conditions of this Agreement,
including the eligibility requirements of Section 5 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
Note and Collateral:

                                       23
<PAGE>

                (i)     Non-payment within five (5) days of when due, whether by
acceleration or otherwise, of any Indebtedness, time being of the essence.

                (ii)    Failure by Debtor or Servicer to observe or perform and
the continuance thereof for twenty (20) days after notice from Secured Party,
any obligation, covenant, condition or agreement required to be observed or
performed by Debtor or Servicer 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.

                (iii)   Any bankruptcy, reorganization, debt arrangement or
other proceedings under any bankruptcy or insolvency law shall be instituted by
or against Debtor, the General Partner, and/or Servicer, provided, however, that
if any such proceeding is commenced against Debtor, General Partner or Servicer,
an Event of Default will not occur unless such proceeding is not dismissed
within sixty (60) days of filing.

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

                (v)     (1) Failure to pay any indebtedness to Secured Party for
borrowed money (other than the Indebtedness), 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.

                (vi)    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, false, misleading or incomplete in any material respect
on the date as of which made or deemed made.

                                       24
<PAGE>

                (vii)   A judgment(s) or attachment(s) for the payment of money
in excess of $150,000 in the aggregate shall be rendered against the Debtor and
such judgment(s) or attachment(s) shall not have been vacated, discharged,
stayed or bothered pending appeal within thirty (30) days from the entry
thereof.

                (viii)  The transfer, encumbrance, or assignment of majority
ownership or effective control of Debtor or General Partner.

                (ix)    The occurrence of a material adverse change in the
financial condition of Debtor or the General Partner.

                (x)     Subordination or impairment by Debtor of Secured Party's
first lien priority right, estate and interest in and to the Collateral.

        (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 UCC 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 (i) make a demand for payment of any Indebtedness which
is payable upon demand and (ii) upon the third (3rd) occurrence of an Event of
Default of the type described in Section 10(a)(i) above, provided that each such
Event of Default results from the Debtor's failure to make payment when due to
the Secured Party in an amount of no less than $50,000.00, confess judgment
against the Debtor pursuant to Section 12(f) below. All rights and remedies of
Secured Party under this Agreement, under the Contract, under the UCC, or
otherwise shall be cumulative and exercisable concurrently or consecutively or
in the alternative, at Secured Parry'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

                                       25
<PAGE>

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 UCC 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:

                (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;

                                       26
<PAGE>

                (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.

        "Borrowing Base" shall mean the lesser of (i) $10,000,000 or (ii) the
sum of the Borrowing Limits with respect to all outstanding Loans in the
aggregate.

        "Borrowing Limit" means with respect to any individual Loan, the lesser
of (i) Eighty-five percent (85%) of the all amounts presently due and owing to
the Debtor from the underlying Eligible Contract or (ii) the original cost (less
any advance payments) of the property leased and/or financed by the Debtor under
the underlying Eligible Contract.

        "Business Day" shall mean any day, excluding Saturday and Sunday and
excluding any other day which in the State of Pennsylvania is a legal holiday or
a day on which banking institutions are authorized by law to close, or if such
day relates to a borrowing or continuation of, a payment or prepayment of
principal of or interest on or the Contract Period for a Loan or a notice by the
Debtor with respect to any such borrowing or continuation, payment, prepayment
or Contract Period, any day which is also a day on which dealings in U.S. dollar
deposits are carried out in the London Interbank Market.

        "Permitted Lien" means:

        (a)     any encumbrance for taxes, assessments and governmental charges
                or liens not yet due or, if due, the validity of which is being
                diligently contested in good faith and by appropriate
                proceedings and in respect of which adequate provision has been
                made on the books of Debtor;

        (b)     any mechanics', construction, workers' or repairers' lien or
                other like encumbrance arising in the ordinary course of
                business for amounts the payment of which is either not yet due
                or, if due, the validity of which is being contested in good
                faith and by appropriate proceedings and in respect of which
                adequate provision has been made on the books of Debtor;

        (c)     any encumbrance arising out of any judgment or award, provided
                that the entry of such judgment or award does not constitute an
                Event of Default hereunder, with respect to which an appeal or
                proceeding for review is then being prosecuted in good faith and
                by appropriate proceedings and in respect of which adequate
                provision has been made on the books of Debtor and with respect
                to which there shall have been secured a stay of execution
                pending such appeal or proceeding for review;

        (d)     any servitude, easement, restriction, right-of-way and other
                similar right in real or immovable property or any interest
                therein which will not in the

                                       27
<PAGE>

                aggregate materially impair the value, marketability or use of
                such property;

        (e)     any encumbrance given (whether or not to the transferor),
                assumed or arising by operation of law after the date hereof to
                provide or secure or to provide the obligor with funds to pay
                the whole or part of the consideration for the acquisition of
                any asset and which is secured only by the asset being acquired
                by the obligor, and includes the renewal, extension or
                refinancing of any such encumbrance and of the indebtedness
                secured thereby upon the same asset if such indebtedness and the
                security therefore are not increased thereby;

        (f)     any encumbrance given, assumed or arising by operation of law
                after the date hereof to provide or secure nonrecourse debt and
                includes the renewal, extension or refinancing of any such
                encumbrance and of the nonrecourse debt secured thereby upon the
                same asset if such indebtedness and the security therefore are
                not increased thereby,

        (g)     any encumbrance given, assumed or arising by operation of law in
                favor of the Secured Party;

        (h)     any encumbrance listed on Schedule 4(m) attached hereto; and

        (i)     any encumbrance consented to in writing by the Secured Party.

        "Person" means an individual, partnership, corporation, trust, limited
liability company, limited liability partnership, unincorporated association or
organization, joint venture or any other entity.

        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, by United States first class
mail, postage prepaid, or by telecopy and addressed:

                                       28
<PAGE>

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

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

                (iii)   if to Secured Party:

                        Sovereign Bank
                        Commercial Lending
                        3 Radnor Corporate Center, Suite 210
                        Radnor, PA 19087
                        Attention: Michael Hassett, Vice President
                        Telecopy No.: 610-526-6214

                        With a copy to:

                        Frey, Petrakis, Deeb, Blum, Briggs & Mitts, P.C.
                        1601 Market Street, Suite 2600
                        Philadelphia, PA 19103
                        Attention: Peter J. Deeb, Esquire
                        Telecopy No.: 215-563-5532

                (iv)    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)     GOVERNING LAW; 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 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

                                       29
<PAGE>

ANY MATTER ARISING OUT OR RELATING TO THIS AGREEMENT IN ANY COURT OTHER THAN ONE
LOCATED IN A COUNTY IN PENNSYLVANIA 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 DEBTOR'S 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 ANY DOCUMENTS
RELATING HERETO OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS,
NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY PROPOSED RENEWAL,
EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR
ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR ANY
RELATED DOCUMENTS.

        (e)     Consequential Damages: Neither Secured Party nor agent or
attorney of Secured Party shall be liable for any consequential damages arising
from any breach of contract, tort or other wrong relating to the establishment,
administration or collection of the Indebtedness.

        (f)     CONFESSION OF JUDGMENT: THE FOLLOWING SETS FORTH A WARRANT OF
AUTHORITY FOR ANY ATTORNEY TO CONFESS JUDGMENT AGAINST BORROWER SUBJECT TO THE
LIMITATIONS SET FORTH IN SECTION 10(b) HEREOF. IN GRANTING THIS WARRANT OF
ATTORNEY TO CONFESS JUDGMENT AGAINST DEBTOR, DEBTOR, FOLLOWING CONSULTATION WITH
(OR DECISION NOT TO CONSULT WITH) SEPARATE COUNSEL FOR DEBTOR, AND WITH
KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY WAIVES ANY AND ALL RIGHTS DEBTOR
HAS, OR MAY HAVE, TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING BEFORE ENTRY OF
JUDGMENT UNDER THE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE
COMMONWEALTH OF PENNSYLVANIA. DEBTOR ACKNOWLEDGES THAT PURSUANT TO THIS WARRANT
OF ATTORNEY, SECURED PARTY IS AUTHORIZED TO ENTER A JUDGMENT AGAINST DEBTOR
WHICH WILL GIVE SECURED PARTY A LIEN AGAINST REAL PROPERTY AND WHICH MAY PERMIT
SECURED PARTY TO, UTILIZING THE POWER OF STATE GOVERNMENT, SEIZE PERSONAL
PROPERTY INCLUDING DEBTOR'S DEPOSIT ACCOUNTS. DEBTOR SPECIFICALLY ACKNOWLEDGES
THAT SECURED PARTY HAS RELIED ON THIS WARRANT OF ATTORNEY IN GRANTING THE
FINANCIAL ACCOMMODATIONS DESCRIBED HEREIN.

        DEBTOR HEREBY EMPOWERS ANY CLERK, OR ATTORNEY OF ANY COURT OF RECORD TO
APPEAR FOR DEBTOR AFTER ANY EVENT OF DEFAULT, SUBJECT TO THE LIMITATIONS SET
FORTH IN SECTION 10(b)

                                       30
<PAGE>

HEREOF, IN ANY AND ALL ACTIONS WHICH MAY BE BROUGHT HEREUNDER IN THE
COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE AND CONFESS JUDGMENT AGAINST DEBTOR
FOR ALL, OR ANY PART OF, THE OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING, THE
UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST HEREUNDER, TOGETHER WITH ALL
REASONABLE COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH, INCLUDING BUT
NOT LIMITED TO ATTORNEYS' FEES, AND FOR SUCH PURPOSE THE ORIGINAL OR ANY
PHOTOCOPY OF THIS AGREEMENT AND AN AFFIDAVIT OF SECURED PARTY OR SECURED PARTY'S
COUNSEL AVERRING TO THE EVENT OF DEFAULT SHALL BE A GOOD AND SUFFICIENT WARRANT
OF ATTORNEY. SUCH AUTHORIZATION SHALL NOT BE EXHAUSTED BY ONE EXERCISE THEREOF,
BUT JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME. DEBTOR HEREBY
WAIVES ALL ERRORS AND RIGHTS OF APPEAL, AS WELL AS RIGHTS TO STAY OF EXECUTION
AND EXEMPTION OF PROPERTY, IN ANY ACTION TO ENFORCE ITS LIABILITY HEREON.

        IN THE EVENT SECURED PARTY'S RECOVERY UPON SUCH CONFESSED JUDGMENT SHALL
EXCEED THE AMOUNT OF OBLIGATIONS HEREUNDER, TOGETHER WITH SECURED PARTY'S
REASONABLE AND ACTUALLY INCURRED COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED
TO ATTORNEYS' FEES, SECURED PARTY SHALL RETURN SUCH EXCESS AMOUNTS TO DEBTOR.

        (g)     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.

        (h)     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.

        (i)     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

                                       31
<PAGE>

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.

        (j)     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
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.

        (k)     Perfection of Security Interest. Debtor authorizes Secured Party
to file any financing statement or statements relating to the Collateral
(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. Subject to the provisions of the Custodial Agreement,
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.

        (l)     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.

        (m)     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.

                                       32
<PAGE>

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

WITNESS:                                DEBTOR:

                                        LEASE EQUITY APPRECIATION FUND I, L.P.

                                        By: Leaf Asset Management, Inc., its
                                            general partner

        /s/ [ILLEGIBLE]                 By:   /s/ Miles Herman
--------------------------------              ----------------------------------
                                              Name:   Miles Herman
                                              Title:  Pres/CEO

                                        SERVICER:

                                        LEAF FINANCIAL CORPORATION

        /s/ [ILLEGIBLE]                 By:   /s/ Miles Herman
--------------------------------              ----------------------------------
                                              Name:   Miles Herman
                                              Title:  Pres/COO

                                        SECURED PARTY:

                                        SOVEREIGN BANK

                                        By:   /s/ Michael Hassett
                                              ----------------------------------
                                              Name:   MICHAEL HASSETT
                                              Title:  VICE PRESIDENT

                                       33