EXHIBIT 10.63

                 Second Amendment to Loan And Security Agreement
                 -----------------------------------------------

     This Second Amendment to Loan and Security Agreement  ("Amendment") entered
into as of May 29,  1998,  by and among  Capital  Associates,  Inc.  and Capital
Associates International,  Inc. (each a Borrower and collectively  "Borrowers"),
First Union  National  Bank,  successor by merger to  CoreStates  Bank,  N.A., a
national banking  corporation,  in its capacity as agent ("Agent") and as lender
and Issuing Bank and each of the lenders  listed on the  signature  pages hereof
and  Schedule A attached  to the Loan  Agreement,  in their  capacity as lenders
(singly, each is a "Lender" and collectively, all are "Lenders").


                                   Background
                                   ----------

     A.    On or about  November 26, 1997,  Borrowers, Agent and Lenders entered
into a certain Loan and  Security  Agreement,  as amended by that certain  First
Amendment   to  Loan  and  Security   Agreement   dated  as  of  April  7,  1998
(collectively,  the "Loan Agreement"),  pursuant to which Lenders agreed to make
advances to Borrowers up to a maximum aggregate amount of $60,000,000, evidenced
by Borrowers' delivery of certain Notes to Lenders.

     B.    The Acquisition Term Loan (as defined in the Loan Agreement)  has not
been advanced to Borrowers due to a change in  circumstances  which has resulted
in the  inability of Borrowers to satisfy  certain  conditions  precedent to the
making of such Acquisition Term Loan.

     C.    Borrowers  have  requested  that  Lenders  and  Agent  amend the Loan
Agreement to increase the Term Loan by the anticipated amount of the Acquisition
Term Loan  pursuant to the terms  hereof and Agent and Lenders have agreed to do
so subject to the terms hereof.

     D.    All capitalized terms not otherwise  defined  herein  shall  have the
meanings ascribed to them in the Loan Agreement.

     Now, Therefore,  with the foregoing  background  incorporated by reference,
the parties hereto, intending to be legally bound, hereby agree as follows:

     1.    Amendment To Loan Agreement:

           a.     Due to a change in circumstances which has resulted in certain
conditions  precedent to the making of the Acquisition  Term Loan not being able
to be satisfied, Borrowers have requested, and Agent and Lenders have consented,
that the amount of the Term Loan be increased  by  $1,200,000  (the  anticipated
amount of the  Acquisition  Term Loan) and that the repayment  terms of the Term
Loan be modified to reflect a revised  amortization.  Upon effectiveness of this
Amendment,  each Lender  shall  advance to  Borrowers an amount equal to its Pro
Rata  Percentage  of the  $1,200,000  increase  in the Term  Loan  such that the
aggregate principal balance, as of the effective date of this Amendment,  of the
Term Loan shall be $3,825,000.



<PAGE>



                  The  Term  Loan  shall  be  repaid  in  successive   quarterly
installments  in accordance with the terms of the Amended and Restated Term Note
(as defined below).  Each quarterly payment under the Term Loan shall be due and
payable on the last Business Day of each fiscal quarter,  commencing on the last
Business Day of May,  1998. The Term Loan shall be repaid in full on the earlier
of the Maturity  Date or the last  Business  Day of November,  1999 and shall be
secured by all of the  Collateral.  Borrowers  shall  execute and deliver  their
promissory note to each Lender for the total  principal  amount of such Lender's
Pro Rata Percentage of the Term Loan  (collectively as may be amended,  modified
or replaced from time to time, the "Amended and Restated Term Loan Notes").  The
Amended  and  Restated  Term Loan  Notes  shall  evidence  Borrowers'  joint and
several,  absolute and unconditional obligation to repay such Lender for its Pro
Rata Percentage of the Term Loan made by such Lender under the Credit  Facility,
with  interest  as herein and  therein  provided.  The Term Loan shall be deemed
evidenced  by the  Amended  and  Restated  Term Loan  Notes,  which  are  deemed
incorporated herein by reference and made a part hereof.

           b.     All  references  in  the  Loan  Documents to "Acquisition Term
Note(s)" and  "Acquisition  Term Loan" shall be deemed to refer,  unless context
indicates  otherwise,  to the "Amended and Restated  Term Loan  Note(s)" and the
"Term Loan" respectively. Accordingly, without limitation, Section 2.7(d)(ii) of
the Loan Agreement shall remain in full force and effect, provided however, that
all payments owing under such subsection shall be applied to the Term Loan.

           c.     All  references  in the Loan  Documents to "Term Loan Note(s)"
shall be deemed to refer to "Amended and Restated Term Note(s)."

           d.     Connecting  Point  has  changed  its name  and is now known as
Capital Associates Technology Group, Inc. Therefore,  all references in the Loan
Documents  to  Connecting  Point  shall  be  deemed  to also  refer  to  Capital
Associates  Technology  Group,  Inc. For the purpose of this Amendment,  Capital
Associates Technology Group, Inc. may also be referred to as "CATG ".

           e.     Section  1.1  of  the  Loan  Agreement  is  hereby  amended by
deleting the  definition of "Sureties" in its entirety and replacing it with the
following:

     SURETIES - Collectively,  CAI Equipment Leasing II Corp., CAI Equipment
     Leasing  III  Corp.,  CAI  Equipment  Leasing  IV Corp.,  CAI  Partners
     Management  Company,  Capital  Equipment  Corporation,   CAI  Equipment
     Leasing V Corp.,  CAI Equipment  Leasing VI Corp.,  CAI Leasing Canada,
     Ltd.,  CAI-Mexico,  Whitewood  Equipment  Corporation  f/k/a  Whitewood
     Credit   Corporation,   CAI  Securities   Corporation   and  CAI  Lease
     Securitization I Corp., and Capital Associates Technology Group, Inc.


                                        2

<PAGE>



           f.     Section  7.1  of  the  Loan  Agreement  is  hereby  amended by
inserting a new Subsection 7.1(c) as follows:

     7.1(c) Notwithstanding anything to the contrary contained herein, under
     no  circumstances  shall  either  Borrower or any Surety enter into any
     merger, consolidation,  reorganization or recapitalization with Capital
     Associates Technology Group, Inc."

           g.     Section 7.2 of the Loan Agreement  is  hereby  deleted  in its
entirety and replaced with the following:

     7.2 LIENS AND  ENCUMBRANCES:  Neither  Borrower nor any  Surety  shall:
     (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 hereafter acquired, to be subject
     to a Lien or be subject to any claim  except for  Permitted  Liens.  As
     used  herein,   "Permitted  Liens"  means  (A)  Liens  securing  taxes,
     assessments or governmental  charges or levies or the claims or demands
     of mate rialmen,  mechanics,  carriers,  warehousemen,  landlords,  and
     other like  persons,  provided  the payment  thereof is not at the time
     required  by  Section  6.1,  (B) Liens on  Securitization  Certificates
     securing only the corresponding  Securitization Residual Financing, (C)
     such Liens as are  described on Exhibit 7.2 attached  hereto and made a
     part  hereof,  and (D) Liens  granted  in favor of  Deutsche  Financial
     Services   Corporation  with  respect  to  certain  assets  of  Capital
     Associates Technology Group, Inc."

           h.     Section 7.3 of the Loan Agreement  is  hereby  deleted  in its
entirety and replaced with the following:

     7.3 NEGATIVE PLEDGE: Neither Borrower shall pledge, grant or permit any
     Lien to  exist on the  common  stock of its  Subsidiaries  except  with
     respect  to the Liens  granted  hereunder  to Agent for the  benefit of
     Lenders and with respect to subordinated  Liens on the stock of Capital
     Associates Technology Group, Inc. granted to Connecting Point Sellers.

           i.     Section 7.5 of the Loan Agreement  is  hereby  deleted  in its
entirety and replaced with the following:

     7.5  GUARANTEES:  Except with respect to the  obligations  of Borrowers
     described on Exhibit 5.10 and with respect to  Borrowers'  subordinated
     guaranty of the Deutsche Financial Services Corporation credit facility
     established  for the benefit of Capital  Associates  Technology  Group,
     Inc.

                                        3

<PAGE>



     and,  excepting the  endorsement in the ordinary  course of business of
     negotiable  instruments  for deposit or  collection,  neither  Borrower
     shall  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
     indebtedness of any kind of any Person.

           j.     Section 7.6(b) of the Loan Agreement is hereby  deleted in its
entirety and replaced with the following:

     (b) Neither Borrower shall borrow money from, or incur indebtedness to,
     any Person other than in the form of Nonrecourse  Debt or pursuant to a
     Securitization  Residual Financing or pursuant to an anticipated public
     subordinated  debt offering in a maximum  amount not to exceed  Twenty-
     Four Million  ($24,000,000.00)  Dollars through Legg Mason Wood Walker,
     Inc. pursuant to terms and conditions satisfactory to Agent and Lenders
     in their sole discretion.

     2.  Before  each  Lender shall  advance to Borrowers an amount equal to its
Pro Rata Percentage of the $1,200,000 increase in the Term Loan,  Borrowers will
deliver  to Agent  the  following  (dated  and  signed)  in form  and  substance
satisfactory to Agent and its counsel:

           a.     A surety agreement  pursuant to which CATG agrees to guaranty,
as  surety,  all of the  Obligations  under  the Loan  Agreement  ("CATG  Surety
Agreement");

           b.     A  security  agreement  pursuant to which  CATG shall grant to
Agent for the benefit of Lenders and Issuing  Bank,  a security  interest in all
its then-owned and thereafter  acquired  assets which Lien shall be a first Lien
except  with  respect to a first Lien  granted  in favor of  Deutsche  Financial
Services Corporation with respect to certain assets ("CATG Security Agreement").
The Lien shall secure all of CATG's  obligations under the CATG Surety Agreement
and the CATG Security  Agreement  shall also  contain,  inter alia, an agreement
that no other party (other than Deutsche Financial  Services  Corporation) shall
be granted a Lien on any of CATG's assets;

           c.     A subordination agreement in favor of Agent for the benefit of
Lenders from the Connecting Point Sellers  subordinating  their interest in CATG
stock to the first Lien granted in favor of Agent for the benefit of Lenders;

           d.     A subordination agreement  from  Deutsche  Financial  Services
Corporation with respect to the guaranty by Borrowers, or either of them, of the
indebtedness owed by CATG to Deutsche Financial Services Corporation;

           e.     An  Amended  and  Restated Term  Note in  favor of each Lender
properly executed;


                                        4

<PAGE>



           f.     Certified  copies  of  (A)  Resolution   of  CATG's  Board  of
Directors  authorizing  execution and delivery of the CATG Surety  Agreement and
the  CATG  Security  Agreement  and the  performance  by it of all  transactions
contemplated  thereby, (B) CATG's Bylaws and Articles of Incorporation,  and (C)
an Incumbency Certificate of CATG;

           g.     Good  Standing  Certificate of CATG issued by the Secretary of
State or other appropriate  official of CATG's jurisdiction of incorporation and
each  jurisdiction  where the  conduct  of  CATG's  business  activities  or the
ownership of its Properties necessitates qualification;

           h.     The  favorable   written  opinion  of  Borrowers'  counsel  in
connection  with the CATG  acquisition  opining  that the  acquisition  has been
consummated and the  enforceability  and  authorization of the Loan Documents to
which it is a party;

           i.     The fully executed Acquisition Agreement  with  all  completed
schedules;

           j.     An   Officer's  Certificate  from   the  Borrowers  certifying
compliance with the terms and conditions of the Loan Agreement, that no material
adverse change has occurred since November 26, 1997, that no Event of Default or
Unmatured Event of Default has occurred under the Loan Agreement and that all of
the representations  and warranties  contained in the Loan Agreement remain true
and correct in all material respects;

           k.     Evidence  that  CATG  has  insurance  coverage as is otherwise
required for  Borrowers as set forth in Section 6.2 of the Loan  Agreement and a
certificate naming Agent, for the benefit of Lenders, as Lender Loss Payee;

                  l.  UCC,  state and  federal  tax lien and  judgment  searches
against  CATG  and  any  and  all   necessary   UCC-3   Termination   Statements
corresponding to existing filings against CATG;

           m.     A collateral  assignment of rights and  representations  under
the Acquisition Agreement;

           n.     A certified copy of the subordinated promissory note issued in
favor  of the  Connecting  Point  Sellers,  as  sellers  under  the  Acquisition
Agreement and the Subordination Agreement from the Connecting Point Sellers; and

           o.     Evidence that the transactions   contemplated  by  Acquisition
Agreement have been consummated.


                                        5

<PAGE>



     3.    Each  Surety,  parties  to a  certain  Surety  Agreement  dated as of
November 27, 1997 in favor of Agent for the benefit of the Lenders, by execution
hereof in their capacity as Sureties, hereby consent to the amendments set forth
in this Amendment,  and acknowledge  that the Surety  Agreement  remains in full
force  and  effect  and that each  remain,  jointly  and  severally  liable  for
Obligations of Borrowers to Lenders.

     4     a.     Borrowers represent and warrant  that as of the date hereof no
Event of Default or Unmatured Event of Default has occurred or is existing under
the Loan Documents.

           b.     The execution and delivery by each Borrower of this  Amendment
and performance by it of the transactions  herein  contemplated (i) are and will
be within its  powers,  (ii) have been  authorized  by all  necessary  corporate
action,  and (iii) are not and will not be in  contravention of any order of any
court or other agency of government, of law or any other indenture, agreement or
undertaking  to which such  Borrower is a party or by which the Property of such
Borrower is bound,  or be in conflict with,  result in a breach of or constitute
(with  due  notice  and/or  lapse of time) a default  under any such  indenture,
agreement or  undertaking  or result in the  imposition  of any lien,  charge or
encumbrance of any nature on any of the properties of such Borrower.

           c.     This  Amendment, each Amended and  Restated Term Note and each
other agreement,  instrument or document executed and/or delivered in connection
herewith,  shall be  valid,  binding  and  enforceable  in  accordance  with its
respective terms.

     5.    This  Amendment  shall be  governed  by,  construed  and  enforced in
accordance with the laws of the Commonwealth of Pennsylvania.

     6.    Except as expressly  provided herein, all terms and conditions of the
Loan Documents remain in full force and effect,  unless such terms or conditions
are no longer  applicable by their terms.  To the extent the  provisions of this
Amendment are expressly  inconsistent with the provisions of the Loan Documents,
the provisions of this Amendment shall control.

     7.    This  Amendment may be executed in any number of  counterparts,  each
of  which  when  so  executed  shall  be  deemed  to be an  original,  and  such
counterparts together shall constitute one and the same respective agreement.

===============================



                                        6

<PAGE>



     IN  WITNESS  WHEREOF, the  parties  hereto have caused this Amendment to be
executed and delivered as of the day and year first above written.

                                    BORROWERS:

                                    Capital Associates, Inc.

                                    By:      /s/Anthony M. DiPaolo
                                           -------------------------------------
                                                  Title:  Senior Vice President

                                    Attest:      /s/Philip J. Teigen
                                           -------------------------------------
                                                  (Corporate Seal)  Secretary
                                                  Fed. Tax ID No. 84-1055327



                                    Capital Associates International, Inc.

                                    By:      /s/Anthony M. DiPaolo
                                           -------------------------------------
                                                  Title:  Senior Vice President

                                    Attest:      /s/Philip J. Teigen
                                           -------------------------------------
                                                  (Corporate Seal)  Secretary
                                                  Fed. Tax ID No. 84-0724694



                                    AGENT:

                                    First Union National Bank, Successor by
                                    Merger to CoreStates Bank, N.A.

                                    By:      /s/Hugh W. Connelly
                                           -------------------------------------
                                                  Title:  Vice President






                                        7

<PAGE>



                                    LENDERS:

                                    First Union National Bank, Successor by
                                    Merger to CoreStates Bank, N.A., as Lender
                                    and Issuing Bank

                                    By:      /s/Hugh W. Connelly
                                           -------------------------------------
                                                  Title:  Vice President


                                    Norwest Bank Colorado, N.A.

                                    By:      /s/Carol A. Ward
                                           -------------------------------------
                                                  Title:  Vice President


                                    BankBoston, N.A.

                                    By:      /s/Dierdre M. Holland
                                           -------------------------------------
                                                  Title:  Vice President


                                    European American Bank

                                    By:      /s/Christopher M. Czaja
                                           -------------------------------------
                                                  Title:  Vice President


                                    U.S. Bank National Association, f/k/a
                                    Colorado National Bank

                                    By:      /s/Ralph P. Atkinson
                                           -------------------------------------
                                                  Title:  Vice President




                                        8

<PAGE>



                                    SURETIES:

                                    CAI Equipment Leasing II Corp.

                                    By:      /s/Anthony M. DiPaolo
                                           -------------------------------------
                                                  Title:  Senior Vice President

                                    Attest:      /s/Philip J. Teigen
                                           -------------------------------------
                                                  (Corporate Seal)
                                                  Fed. Tax ID No.: 84-1133179



                                    CAI Equipment Leasing III Corp.

                                    By:      /s/Anthony M. DiPaolo
                                           -------------------------------------
                                                  Title:  Senior Vice President

                                    Attest:      /s/Philip J. Teigen
                                           -------------------------------------
                                                  (Corporate Seal)
                                                  Fed. Tax ID No.: 84-1184608


                                    CAI Equipment Leasing IV Corp.

                                    By:      /s/Anthony M. DiPaolo
                                           -------------------------------------
                                                  Title:  Senior Vice President

                                    Attest:      /s/Philip J. Teigen
                                           -------------------------------------
                                                  (Corporate Seal)
                                                  Fed. Tax ID No.: 84-1248788


                                    CAI Equipment Leasing V Corp.

                                    By:      /s/Anthony M. DiPaolo
                                           -------------------------------------
                                                  Title:  Senior Vice President

                                    Attest:      /s/Philip J. Teigen
                                           -------------------------------------
                                                  (Corporate Seal)
                                                  Fed. Tax ID No.: 84-1348277





                                        9

<PAGE>



                                    CAI Partners Management Company

                                    By:      /s/Anthony M. DiPaolo
                                            ------------------------------------
                                                  Title:  Senior Vice President

                                    Attest:      /s/Philip J. Teigen
                                            ------------------------------------
                                                  (Corporate Seal)
                                                  Fed. Tax ID No.: 84-1066243



                                    Capital Equipment Corporation

                                    By:      /s/Anthony M. DiPaolo
                                            ------------------------------------
                                                  Title:  Senior Vice President

                                    Attest:      /s/Philip J. Teigen
                                            ------------------------------------
                                                  (Corporate Seal)
                                                  Fed. Tax ID No.: 84-0913965



                                    CAI Equipment Leasing VI Corp.

                                    By:      /s/Anthony M. DiPaolo
                                            ------------------------------------
                                                  Title:  Senior Vice President

                                    Attest:      /s/Philip J. Teigen
                                            ------------------------------------
                                                  (Corporate Seal)
                                                  Fed. Tax ID No.: 84-1435874


                                    CAI Lease Securitization I Corp.

                                    By:      /s/Anthony M. DiPaolo
                                            ------------------------------------
                                                  Title:  President

                                    Attest:      /s/Philip J. Teigen
                                            ------------------------------------
                                                  (Corporate Seal)
                                                  Fed. Tax ID No.: 84-1250490


                                       10

<PAGE>



                                    CAI Leasing Canada, Ltd.

                                    By:      /s/Anthony M. DiPaolo
                                           -------------------------------------
                                                  Title:  President

                                    Attest:      /s/Philip J. Teigen
                                           -------------------------------------
                                                  (Corporate Seal)
                                                  Fed. Tax ID No.: 84-1150068


                                    Capital Associates International de Mexico
                                    S. de R.L. de C.V.

                                    By:      /s/Anthony M. DiPaolo
                                           -------------------------------------
                                                  Title:  Senior Vice President

                                    Attest:      /s/Philip J. Teigen
                                           -------------------------------------
                                                  (Corporate Seal)
                                                  Fed. Tax ID No.: N/A



                                    Whitewood Equipment Corporation, f/k/a
                                    Whitewood Credit Corporation

                                    By:      /s/Anthony M. DiPaolo
                                           -------------------------------------
                                                  Title:  President

                                    Attest:      /s/Philip J. Teigen
                                           -------------------------------------
                                                  (Corporate Seal)
                                                  Fed. Tax ID No.: 84-1032253



                                    CAI Securities Corporation

                                    By:      /s/Anthony M. DiPaolo
                                           -------------------------------------
                                                  Title:  Senior Vice President

                                    Attest:      /s/Philip J. Teigen
                                           -------------------------------------
                                                  (Corporate Seal)
                                                  Fed. Tax ID No.: 68-0002657





                                       11

<PAGE>



                                    Capital  Associates Technology Group, Inc.


                                    By:      /s/Anthony M. DiPaolo
                                           -------------------------------------
                                                  Title:  Senior Vice President

                                    Attest:      /s/Philip J. Teigen
                                           -------------------------------------
                                                  (Corporate Seal)
                                                  Fed. Tax ID No.: 87-0395770

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