EIGHTH AMENDMENT TO REVOLVING
                         CREDIT AGREEMENT AND ASSIGNMENT

         THIS EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT
(this "Eighth Amendment") is made as of June __, 2005, by and among LEAF
FINANCIAL CORPORATION, a Delaware corporation with offices at 1845 Walnut
Street, 10th Floor, Philadelphia, Pennsylvania 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 Eighth 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, 2005, 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 Eighth Amendment shall be binding upon and shall inure to
the benefit of the parties hereto and their nominees, successors and assigns.

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

            5. This Eighth 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 Eighth
Amendment to Revolving Credit Agreement and Assignment as of the date first
above written.

                                       DEBTORS:

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

                                       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



                                       SECURED PARTY:
                                       --------------

                                       NATIONAL CITY BANK, a national
                                       banking association


                                       By:______________________________________
                                            Name:
                                            Title:









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