FIRST AMENDMENT TO REVOLVING
                         CREDIT AGREEMENT AND ASSIGNMENT

         THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (this
"First Amendment") made as of December 19, 2003, by and among LEAF FINANCIAL
CORPORATION ("Leaf Financial"), a Delaware corporation with offices at 1845
Walnut Street, 10th Floor, Philadelphia, Pennsylvania 19103, LEASE EQUITY
APPRECIATION FUND I, L.P. ("Leaf I"), a Delaware limited partnership with
offices at 49 Bancroft Mills, Unit P-15, Wilmington, Delaware 19809, LEAF
FUNDING, INC. ("Leaf Funding"), a Delaware corporation with offices at 110 S.
Poplar Street, Suite 101, Wilmington, Delaware 19801 (Leaf Financial, Leaf I and
Leaf Funding, each a "Borrower" and, collectively, the "Borrowers") and COMMERCE
BANK, NATIONAL ASSOCIATION, a national banking association with offices at 1701
Route 70 East, Cherry Hill, New Jersey 08034 ("Secured Party").

                                   BACKGROUND

         A. On May 28, 2003, Borrowers and Secured Party entered into that
certain Revolving Credit Agreement and Assignment (the "Agreement") a copy of
which is attached hereto and made a part hereof as Exhibit "A", pursuant to
which Secured Party promised from time to time to make loans to Borrowers in
exchange for each of Borrower's grant of a security interest and an assignment
to Secured Party of each of Borrower's right, title and interest in certain
Collateral (as defined in Section 2(a) of the Agreement), evidenced by that
certain Master Note of even date therewith between Borrowers and Secured Party
(the "Master Note").

         B. Borrowers and Secured Party mutually desire to amend the Agreement
and are entering into this First Amendment to set forth their entire
understanding and agreement with respect thereto.

         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 Agreement is amended as follows:

         A. Amendment. The Agreement shall be amended to remove "Leaf I" from
the definition of the word "Borrower" throughout the Agreement, any exhibits
attached thereto, and any other documents executed in connection with the
Agreement. From the date hereof, Leaf I shall no longer be a party to the
Agreement.

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



         C. General Provisions.

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

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

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






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

                                       BORROWERS:

Address for Notices:                   LEAF FINANCIAL CORPORATION, a
--------------------                   Delaware corporation
1845 Walnut Street, 10th Floor
Philadelphia, PA 19103
                                       By:  _____________________________
                                              Miles Herman, President

Address for Notices:                   LEASE EQUITY APPRECIATION
--------------------                   FUND I, L.P., a Delaware limited
c/o Leaf Asset Management, Inc.        partnership
1845 Walnut Street, 10th Floor
Philadelphia, PA 19103
                                       By: Leaf Asset Management, Inc.,
                                           its general partner

                                       By:  _____________________________
                                              Miles Herman, President


Address for Notices:                   LEAF FUNDING, INC., a Delaware
--------------------                   corporation
c/o Leaf Financial Corporation
1845 Walnut Street, 10th Floor
Philadelphia, PA 19103
                                       By:  ________________________________
                                             Miles Herman, Senior Vice President


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                                     SECURED PARTY:

                                     COMMERCE BANK, NATIONAL ASSOCIATION


                                     By:_________________________________
                                        Name:
                                        Title:
















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