EXHIBIT 10.75

                 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
                 ----------------------------------------------

         This  Fifth  Amendment  to Loan and  Security  Agreement  ("Amendment")
entered into as of August 13, 1999,  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,  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, that certain
Second  Amendment to Loan and Security  Agreement dated as of May 29, 1998, that
certain Third Amendment to Loan and Security  Agreement dated as of November 25,
1998 and that certain Fourth  Amendment to Loan and Security  Agreement dated as
of December 22, 1998  (collectively,  the "Loan  Agreement"),  pursuant to which
Lenders agreed to make advances to Borrowers up to a maximum aggregate amount of
$71,250,000, evidenced by Borrowers' delivery of certain Notes to Lenders.

         B. The  Borrowers  have  requested  the Loan  Documents  be modified in
certain  respects.  Agent,  Lenders and  Issuing  Bank have  consented  to these
modifications subject to the terms and conditions set forth below.

         C. 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.  ACKNOWLEDGMENT  AND WAIVER.  Borrowers hereby acknowledge that they
have not met the Interest Coverage Ratio covenant contained in Section 6.9(d) of
the Loan  Agreement for the Borrowers'  third fiscal  quarter of 1999.  Upon the
effectiveness  of this  Amendment,  Lender  shall be deemed to have  waived such
non-compliance, provided that Lender's waiver shall not be deemed to be a waiver
of any subsequent  non-compliance of the Interest Coverage Ratio covenant, nor a
waiver of any Events of Default (other than such non-compliance)  which may have
occurred.

         2.  AMENDMENTS TO LOAN AGREEMENT:

             a.  The Loan Agreement is hereby amended by adding the following to
Section 1.1:

                 DOCUMENTATION   AGENT  -  European   American   Bank,  or   any
successor thereto.


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             b.  The Loan Agreement is hereby amended by adding the following to
Section 1.1:

                 FIFTH AMENDMENT WAIVER FEE - That certain fee in the amount of
$89,062.50  paid by Borrowers to Agent for the ratable benefit of the Lenders in
connection  with the  execution of the Fifth  Amendment to the Loan and Security
Agreement dated August 13, 1999.

             c.  The   Loan   Agreement  is  hereby   amended  by  deleting  the
definition  of "Interest  Coverage  Ratio" in its entirety and replacing it with
the following to Section 1.1:

                 INTEREST  COVERAGE  RATIO  - The  ratio  of  EBIT  to
             interest expense (excluding any interest expense which is
             otherwise  characterized as Nonrecourse Debt), determined
             in accordance with GAAP on a  consolidated,  rolling four
             quarter  basis;  provided  however  that for  purposes of
             calculating and  determining the Interest  Coverage Ratio
             for the fourth fiscal  quarter of 1999,  the first fiscal
             quarter  of 2000 and the  second  fiscal  quarter of 2000
             only,  the Interest  Coverage Ratio shall be the ratio of
             the sum of EBIT (calculated, in the fourth fiscal quarter
             of 1999 only, to exclude any reduction for the payment of
             the Fifth  Amendment  Waiver Fee (as defined in the Fifth
             Amendment to Loan and Security Agreement dated August 13,
             1999) plus the amount by which the total principal amount
             of the Officer Subordinated Debt (as defined in the Fifth
             Amendment to the Loan and Security Agreement dated August
             13,  1999)   exceeds   $350,000,   to  interest   expense
             (excluding any interest  expense which is attributable to
             the Officer  Subordinated  Debt and any interest  expense
             which is otherwise  characterized  as Nonrecourse  Debt),
             determined  in  accordance  with GAAP on a  consolidated,
             rolling four quarter basis.

             d.  The Loan Agreement is hereby amended by adding the following to
Section 1.1:

                 OFFICER  SUBORDINATED  DEBT  -  Any  indebtedness  of
             Borrowers,  or  either  of  them,  made by MCC  Financial
             Corporation  Executive  Deferred  Compensation  Plan, the
             James D.  Walker  account  or MCC  Financial  Corporation
             Executive   Deferred   Compensation   Plan,  the  William
             Buckland account,  which is expressly subordinated to the
             Obligations of the Borrowers to the Agent and/or Lenders,
             on terms and  conditions  are  satisfactory  to Agent and
             Lenders in their sole  discretion.  Officer  Subordinated
             Debt shall be deemed not to constitute a transaction with
             an Affiliate within the meaning of Section 7.4.


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             e.  The Loan Agreement is hereby amended by adding the following to
Section 1.1:

                 SUBORDINATED   DEBT   -  any   indebtedness   of  the
             Borrowers,   or   either  of  them,   including   without
             limitation the Officer  Subordinated  Debt (as defined in
             the Fifth Amendment to Loan and Security  Agreement dated
             August  13,   1999),   which  is   subordinated   to  the
             Obligations  of the Borrowers to Agent and/or  Lenders on
             terms and conditions  satisfactory to Agent and Lender in
             their sole discretion.

             f.  The Loan Agreement is hereby amended by deleting Section 6.9(d)
in its entirety and replacing it with the following:

                 (d)   Interest Coverage Ratio:
                       -----------------------

             (i)  For the Borrower's fourth fiscal quarter of 1999, first fiscal
             quarter of 2000 and second  fiscal  quarter of 2000,  the Borrowers
             shall  have  and   maintain  an  Interest   Coverage   Ratio  on  a
             consolidated  basis,  measured  as of the last  day of each  fiscal
             quarter,  of not less  than  1.10:1;  provided  that  the  Interest
             Coverage Ratio on a stand alone basis  calculated for, and based on
             the financial  results of, the second fiscal quarter of 2000, shall
             be at least 1.20:1;

             (ii) Beginning  with the third fiscal  quarter of 2000, and at  all
             times thereafter, Borrowers shall have and maintain at all times an
             Interest Coverage Ratio on a consolidated basis, measured as of the
             last day of each fiscal quarter, of not less than 1.20:1.

             g.  The Loan Agreement is hereby amended by deleting Section 6.9(b)
in its entirety and replacing it with the following:

                 (b)   NET INCOME/LOSS:  Borrowers shall not suffer an operating
             loss and/or incur  negative net income on a  consolidated  basis in
             excess of $250,000 during any two consecutive fiscal quarters.  For
             the fourth fiscal quarter of 1999 only,  Borrower's net income, for
             the purposes of this  covenant,  shall be  determined by adding the
             principal amount of the Officer Subordinated Debt to Borrowers' net
             income and  excluding  any  reduction  for the payment of the Fifth
             Amendment Waiver Fee.


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<PAGE>


             h.  The Loan Agreement is hereby amended by deleting Section 7.6(b)
in its entirety and replacing it with the following:

                 (b)   Neither  Borrower  shall borrow  money from, or
             incur  indebtedness  to, any Person other than (i) in the
             form   of   Nonrecourse   Debt;   (ii)   pursuant   to  a
             Securitization  Residual Financing,  or (iii) in the form
             of  any  Subordinated  Debt  (as  defined  in  the  Fifth
             Amendment to Loan and Security  Agreement dated August13,
             1999).

             i.  The  Loan  Agreement is  hereby  amended  by  deleting  Section
9.15(c) in its entirety and replacing it with the following:

                 (c)   Notwithstanding anything  to the   contrary  contained in
                 subparagraph  (a) above,  Agent  shall not,  without  the prior
                 written consent of the  SuperMajority  Lenders:  (i) enter into
                 any written amendment to any of the Loan Documents; (ii) except
                 as set forth in the last sentence of this subsection (c), waive
                 Borrower's compliance with the terms and conditions of the Loan
                 Document or any Event of Default  hereunder or  thereunder;  or
                 (iii) consent to Borrower  taking any action  which,  if taken,
                 would  constitute an Event of Default  under this  Agreement or
                 under any of the Loan  Documents.  Notwithstanding  anything to
                 the contrary  contained in clause (ii) above,  Agent shall not,
                 without the prior written consent of the SuperMajority  Lenders
                 and the Documentation  Agent, waive Borrower's  compliance with
                 the financial covenants set forth in Section 6.9 above.


         3.  WAIVER FEE:  In consideration for Lenders agreeing to the waiver of
the Existing Default and the other modifications to the Loan Agreement contained
in this Amendment,  Borrowers shall pay to Agent, for the ratable benefit of the
Lenders,  contemporaneously  with the execution hereof, a Fifth Amendment Waiver
Fee in the amount of $89,062.50. This Fifth Amendment Waiver Fee is fully earned
and non-refundable.


         4.  BORROWER'S RATIFICATION  AND  RECONFIRMATION:  Borrowers agree that
they have no defense or set-offs against the Agent or Lenders,  their respective
officers,  directors,  employees,  agents  or  attorneys  with  respect  to  the
Revolving Credit Notes, the Working Capital Notes, the Term Loan Notes, the Loan
Agreement or related instruments,  agreements or documents, all of which, except
as expressly modified herein, remain in full force and effect.  Borrowers hereby


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ratify and confirm  their  Obligations  under the Revolving  Credit  Notes,  the
Working  Capital  Notes,  the Term Loan Notes,  the Loan  Agreement  and related
instruments,  agreements and documents  (each as amended hereby or in accordance
herewith) and agree that the execution and delivery of this  Amendment  does not
in any way  diminish  or  invalidate  any of their  Obligations  thereunder.  As
security  for  their  Obligations  thereunder,  Borrowers  reconfirm  the  prior
security  interest and lien in and to all of their right,  title and interest in
and to the Collateral. Borrowers confirm that all of the Collateral and security
interests  continue to secure the Obligations and nothing contained herein shall
in any way limit,  alter or impair the  validity,  priority,  enforceability  or
perfection of Agent's liens and security interests.

         5.  REAFFIRMATION  OF SURETIES:  Each  Surety  party  to  that  certain
Amended and Restated Surety  Agreement dated as of December 22, 1998 in favor of
Agent for the benefit of the Lenders,  by execution  hereof in their capacity as
Sureties,  hereby  consents to the amendments set forth in this  Amendment,  and
acknowledges that the Amended and Restated Surety Agreement is in full force and
effect and that each remains,  jointly and severally  liable for  Obligations of
Borrowers to Agent and Lenders under the Loan Documents, as amended hereby.

         6.  REPRESENTATIONS AND WARRANTIES:

             a.  Borrowers  represent  and  warrant  that,  except as explicitly
described  in  Section 1 above,  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 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.

             d.  All  warranties  and  representations  made to Lender under the
Loan  Agreement  and any related  documents  are true and correct as of the date
hereof.

         7.  CONDITIONS  TO  EFFECTIVENESS:  This  Amendment shall  be effective
upon  satisfaction  of each of the following  conditions (all documents to be in
form and substance satisfactory to Agent and Agent's counsel):


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             a.  Execution  and  delivery by the  Borrowers and the  Sureties of
             this Amendment to the Agent;

             b.  Execution and Delivery of the Subordination Agreements from MCC
             Financial  Corporation  Executive  Deferred Compensation Plan,  the
             James D. Walker  account  and MCC  Financial Corporation  Executive
             Deferred   Compensation   Plan,   the   William  Buckland  account,
             subordinating the Officer Subordinated Debt to the Obligations owed
             to the Lenders under the Loan Agreement.

             c.  Delivery  of  an updated Exhibit 5.10 (relating to  guarantees,
             investments and borrowing).

             d.  True and correct copies of the promissory  notes evidencing the
             Officer Subordinated Debt.

             e.  Such  other agreements,  documents and instruments as Agent may
             reasonably request; and

             f.  Payment of the Fifth Amendment Waiver Fee.

         8.  MISCELLANEOUS:

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

             b.  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.

             c.  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.

             d.  Signatures by facsimiles shall bind the parties hereto.


                                       -6-

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         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/David Sislowski
                                          --------------------------------
                                          David Sislowski
                                          Title:  Vice President


                                     CAPITAL ASSOCIATES INTERNATIONAL, INC.


                                     By:  /s/David Sislowski
                                          --------------------------------
                                          David Sislowski
                                          Title:  Vice President

                                     AGENT:

                                     FIRST UNION  NATIONAL BANK, Successor by
                                     Merger to CoreStates Bank, N.A.

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




                                       -7-

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                                     LENDERS:

                                     FIRST UNION  NATIONAL BANK, Successor by
                                     Merger to CoreStates Bank, N.A., as Lender
                                     and Issuing Bank

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

                                     BANKBOSTON, N.A.

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


                                     EUROPEAN AMERICAN BANK

                                     By:  /s/Chris Czaja
                                          --------------------------------
                                          Chris Czaja
                                          Title:  Vice President


                                     NORWEST BANK COLORADO, N.A.

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

                                     U.S. BANK NATIONAL ASSOCIATION

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


                                     SURETIES:

                                     CAI EQUIPMENT LEASING III CORP.

                                     By:  /s/David Sislowski
                                          --------------------------------
                                          David Sislowski
                                          Title:  Vice President




                                       -8-

<PAGE>



                                     CAI EQUIPMENT LEASING IV CORP.

                                     By:  /s/David Sislowski
                                          --------------------------------
                                          David Sislowski
                                          Title:  Vice President


                                     CAI EQUIPMENT LEASING V CORP.

                                     By:  /s/David Sislowski
                                          --------------------------------
                                          David Sislowski
                                          Title:  Vice President


                                     CAI EQUIPMENT LEASING VI CORP.

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


                                     CAI LEASE SECURITIZATION I CORP.

                                     By:  /s/David Sislowski
                                          --------------------------------
                                          David Sislowski
                                          Title:  Vice President


                                     CAI LEASING CANADA, LTD.

                                     By:  /s/David Sislowski
                                          --------------------------------
                                          David Sislowski
                                          Title:  Vice President




                                     CAI SECURITIES CORPORATION

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






                                       -9-

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                                     CAPITAL ASSOCIATES INTERNATIONAL DE
                                     MEXICO S. DE R.L. DE C.V.

                                     By:  /s/David Sislowski
                                          --------------------------------
                                          David Sislowski
                                          Title:  Vice President



                                     CAPITAL  ASSOCIATES TECHNOLOGY GROUP, INC.

                                     By:  /s/David Sislowski
                                          --------------------------------
                                          David Sislowski
                                          Title:  Vice President


                                     CAPITAL EQUIPMENT CORPORATION

                                     By:  /s/David Sislowski
                                          --------------------------------
                                          David Sislowski
                                          Title:  Vice President



                                     NAME BRAND COMPUTER OUTLET, INC.

                                     By:  /s/David Sislowski
                                          --------------------------------
                                          David Sislowski
                                          Title:  Vice President


                                     WHITEWOOD EQUIPMENT CORPORATION,
                                     f/k/a WHITEWOOD CREDIT CORPORATION

                                     By:  /s/David Sislowski
                                          --------------------------------
                                          David Sislowski
                                          Title:  Vice President


                                      -10-