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                                                         KILPATRICK STOCKTON LLP
                                                                           DRAFT
                                                                        10/13/99


                               AMENDMENT NO. 3 TO
                         RECEIVABLES PURCHASE AGREEMENT


         THIS AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT, dated as of
October 13, 1999 (this "Amendment"), is entered into by and among AMERICAN
BUSINESS LEASE FUNDING CORPORATION, as Seller, AMERICAN BUSINESS LEASING, INC.,
as Servicer, certain Investors, VARIABLE FUNDING CAPITAL CORPORATION, as a
Purchaser, FIRST UNION SECURITIES, INC., (formerly known as First Union Capital
Markets Corp.) as Deal Agent, FIRST UNION NATIONAL BANK, as Liquidity Agent, and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as the Collateral Custodian and
Backup Servicer. Capitalized terms used and not otherwise defined herein are
used as defined in the Agreement (as defined below).

         WHEREAS, the parties hereto entered into that certain Receivables
Purchase Agreement, dated as of September 30, 1998, as amended by that First
Amendment to Receivables Purchase Agreement, dated as of November 13, 1998 and
as further amended by that Second Amendment to Receivables Purchase Agreement,
dated as of December 31, 1998 (as amended, the "Agreement"); and

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

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

         Section 1. Amendments.

         (a) The definition of "Commitment Termination Date" in Section 1.1 is
hereby deleted and replaced in its entirety as follows:

         Commitment Termination Date: November 12, 1999 or such later date to
         which the Commitment Termination Date may be extended (if extended) in
         the sole discretion of VFCC and each Investor in accordance with the
         terms of Section 2.1(b).

         Section 2. Agreement in Full Force and Effect as Amended. Except as
specifically amended hereby, the Agreement shall remain in full force and
effect. All references to the Agreement shall be deemed to mean the Agreement as
modified hereby. This Amendment shall not constitute a novation of the
Agreement, but shall constitute an amendment thereof. The parties hereto agree
to be bound by the terms and conditions of the Agreement, as amended by this
Amendment, as though such terms and conditions were set forth herein.


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         Section 3. Miscellaneous.

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

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

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

         (d) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
PROVISIONS.


                  [Remainder of Page Intentionally Left Blank.]



                                       -2-
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       IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.


THE SELLER:                        AMERICAN BUSINESS LEASE FUNDING
                                   CORPORATION


                                   By:
                                      ----------------------------------
                                   Title:
                                         -------------------------------


THE SERVICER:                      AMERICAN BUSINESS LEASING, INC.


                                   By:
                                      ----------------------------------
                                   Title:
                                         -------------------------------


THE INVESTORS:                     FIRST UNION NATIONAL BANK


                                   By:
                                      ----------------------------------
                                   Title:
                                         -------------------------------


                                   First Union National Bank
                                   One First Union Center, TW-9
                                   Charlotte, North Carolina 28288
                                   Attn:  Mr. Bill A. Shirley
                                   Facsimile:  (704) 374-3254
                                   Telephone:  (704) 374-4001




<PAGE>


VFCC:                        VARIABLE FUNDING CAPITAL CORPORATION

                             By First Union Securities, Inc.
                               as attorney-in-fact


                             By:
                                ----------------------------------
                             Title:
                                   -------------------------------

                             Variable Funding Capital Corporation
                             c/o First Union Securities, Inc.
                             One First Union Center, TW-9
                             Charlotte, North Carolina  28288-0610
                             Attn:  Conduit Administration
                             Facsimile: (704) 383-6036
                             Telephone:  (704) 383-9343

            With a copy to:  Lord Securities Corp.
                             Attention:  Vice President
                             Facsimile:  (212) 346-9012
                             Telephone:  (212) 346-9006


<PAGE>



THE DEAL AGENT:                       FIRST UNION SECURITIES,  INC.


                                      By:
                                         ----------------------------------
                                      Title:
                                            -------------------------------

                                      First Union Securities, Inc.
                                      One First Union Center, TW-9
                                      Charlotte, North Carolina  28288
                                      Attn:  Conduit Administration
                                      Facsimile : (704) 383-6036
                                      Telephone:  (704) 383-9343


THE LIQUIDITY AGENT:                  FIRST UNION NATIONAL BANK


                                      By:
                                         ----------------------------------
                                      Title:
                                            -------------------------------

                                      First Union National Bank
                                      One First Union Center, TW-9
                                      Charlotte, North Carolina  28288
                                      Attn:  Bill A. Shirley, Jr.
                                      Facsimile: (704) 374-4001
                                      Telephone: (704) 374-4001



<PAGE>


THE COLLATERAL CUSTODIAN           NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION


                                   By:
                                      ----------------------------------
                                   Title:
                                         -------------------------------

                                   Norwest Bank Minnesota, National Association
                                   Sixth and Marquette Avenue
                                   Minneapolis, MN  55479-0067
                                   Attention:  Custody Vault
                                   Facsimile:  (612) 667-1080
                                   Confirmation No.:  (612) 667-4960


THE BACKUP SERVICER:               NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION


                                   By:
                                      ----------------------------------
                                   Title:
                                         -------------------------------

                                   Norwest Bank Minnesota, National Association
                                   Sixth and Marquette Avenue
                                   Minneapolis, MN  55479-0067
                                   Attention:  Corporate Trust Services
                                               Asset-Backed Administration
                                   Facsimile No.:  (612) 667-3539
                                   Confirmation No.:  (612) 667-8058