Sixteenth Amendment for LEAF


    SIXTEENTH
      AMENDMENT TO REVOLVING

    CREDIT AGREEMENT
      AND ASSIGNMENT

    


    THIS
      SIXTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT
(this
      “Sixteenth
      Amendment”)
      is
      made as of June 28, 2006, by and among LEAF
      FINANCIAL CORPORATION,
      a
      Delaware corporation with offices previously at 1845 Walnut Street,
      10th
      Floor,
      Philadelphia, Pennsylvania 19103 and now at 1818 Market Street, 9th
      Floor,
      Philadelphia, PA 19103 (“Leaf
      Financial”)
      and
LEAF
      FUNDING, INC.,
      a
      Delaware corporation with offices at 110 S. Poplar Street, Suite 101,
      Wilmington, Delaware 19801 (“Leaf
      Funding”,
      and
      together with Leaf Financial, each a “Debtor”
and,
      collectively, the “Debtors”)
      and
NATIONAL
      CITY BANK,
      a
      national banking association with offices at One South Broad Street,
      14th
      Floor,
      Philadelphia, Pennsylvania 19107 (“Secured
      Party”).

    


    BACKGROUND

     

    A. On
      June
      11, 2002, Leaf Financial and Secured Party entered into that certain Revolving
      Credit Agreement and Assignment (the “Credit
      Agreement”),
      pursuant to which Secured Party promised from time to time to make loans to
      Leaf
      Financial, evidenced by a master note of even date therewith.

    


    B. On
      April
      1, 2003, the Credit Agreement was amended to add Leaf Funding as a debtor
      pursuant to a Second Amendment to the Credit Agreement of even date therewith.
      The Credit Agreement has thereafter been amended from time to time.

    


    C. Debtors
      and Secured Party mutually desire to further amend the Credit Agreement and
      are
      entering into this Sixteenth Amendment to set forth their entire understanding
      and agreement with respect thereto.

    


    AGREEMENT

    


    NOW
      THEREFORE,
      in
      consideration of the premises and the mutual covenants hereinafter set forth,
      and intending to be legally bound hereby, the parties hereto agree that the
      Credit Agreement is further amended as follows:

    


    A. Amendment.
      The
      Credit Agreement is hereby amended to provide that the “Commitment Termination
      Date” described in Section 1(a) of the Credit Agreement shall occur on September
      30, 2006, unless earlier terminated pursuant to the terms of the Credit
      Agreement.

    


    B. Consent.
      Secured
      Party hereby consents to the foregoing Amendment and waives all prohibitions
      thereto in the Credit Agreement. Such consent and waiver does not, however,
      constitute a waiver to any future actions prohibited by the Credit
      Agreement.

    


    C. General
      Provisions.

    


    1.  Except
      as
      expressly set forth herein, the Credit Agreement remains unmodified and will
      continue in full force and effect. The parties hereto will construe all other
      provisions of the Credit Agreement to give effect to the provisions
      hereof.

    


    2.  This
      Sixteenth Amendment shall be binding upon and shall inure to the benefit of
      the
      parties hereto and their nominees, successors and assigns.

    


    3.  This
      Sixteenth Amendment may be executed in any number of counterparts, all of which
      together shall constitute one agreement binding on all parties hereto,
      notwithstanding that all parties have not signed the same
      counterpart.

    


    4.  This
      Sixteenth Amendment, once executed by a party, may be delivered to the other
      parties hereto by facsimile transmission of a copy of this Sixteenth Amendment
      bearing the signature of the party so delivering this Sixteenth Amendment.
      Confirmation of execution by electronic transmission of a facsimile signature
      page shall be binding upon any party so confirming.

    


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

    


    


    


    


    


    


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      APPEAR ON FOLLOWING PAGE]


    
      
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    IN
      WITNESS WHEREOF,
      the
      parties have executed and delivered this Sixteenth Amendment to Revolving Credit
      Agreement and Assignment as of the date first above written.

    


    


    DEBTORS:

    


    Address
      for Notices:    
LEAF
      FINANCIAL CORPORATION,

    1818
      Market Street, 9th
      Floor   
a
      Delaware corporation

    Philadelphia,
      PA 19103 

    


    By:
      _____________________________

    Miles
      Herman, President

    


    


    


    Address
      for Notices:    
LEAF
      FUNDING, INC.,

    c/o
      Leaf
      Financial Corporation    a
      Delaware corporation

    1818
      Market Street, 9th
      Floor

    Philadelphia,
      PA 19103   

    By:
      _______________________________

    Miles
      Herman, Senior Vice President

    


    


    


    SECURED
      PARTY:

    


    NATIONAL
      CITY BANK,

    a
      national banking association

    


    


    By:_________________________________

    Michael
      J. Labrum

    Senior
      Vice President