Contribution Agreement

CONTRIBUTION AGREEMENT


THIS CONTRIBUTION AGREEMENT (the "Agreement") made this 5th day of March, 1996, by and between RESOURCE LEASING, INC. ("RLI"), a Delaware corporation and ABRAHAM BERNSTEIN ("BERNSTEIN").
WHEREAS, Bernstein is experienced in the business of leasing equipment the cost of which is generally under $50,000 ("Small Ticket Leasing").
WHEREAS, RLI and Bernstein desire to conduct all of their future business in the Small Ticket Leasing field through a newly-formed corporation in which RLI will own all of the initial equity and of which Bernstein initially will be the chairman, chief executive officer and president and will own stock options.
NOW, THEREFORE, the parties hereto intending to be legally bound hereby agree as follows:
1. Formation of Newco. RLI will promptly form a new corporation ("Newco") under the laws of the Commonwealth of Pennsylvania or the State of Delaware (depending on tax and name availability considerations), having authorized capital stock consisting solely of 20,000,000 shares of Common Stock, par value $.01 per share, and having Articles and Bylaws in the form attached hereto as Exhibit A and Exhibit B, (which may be changed in a way not adverse to Bernstein solely depending on the state of incorporation) respectively. RLI will contribute to Newco the sum of Two Million Dollars ($2,000,000) in cash (promptly as such cash may be required by the Company), and the right to use the name of "Fidelity Leasing." In exchange, RLI will receive nine million (9,000,000) shares of stock of Newco, which will be all of its initial outstanding stock. RLI will cause FLC to change its name to F.L. Partnership Management, Inc. or such other name as shall be selected by its Board of Directors, and will advise FLC's limited partners, creditors and others that it is operating under a new name. Newco will change its name to Fidelity Leasing, Inc. or such other name as shall be selected by its Board of Directors. Promptly upon the formation of Newco, the parties will execute an Employment Agreement in the form of Exhibit F, hereto. Promptly upon the formation of Newco, Bernstein will be elected to the Board of Directors of Newco, and RLI shall thereafter vote in favor of his remaining as a Director until his Employment Agreement terminates.


2. Stock Options.
(a) Bernstein Plan. Newco will promptly adopt a 1996-1 Key Employee Stock Option Plan (the "Bernstein Stock Option Plan") substantially in the form of Exhibit C hereto. One million (1,000,000) shares will be authorized by Newco and made subject to the Bernstein Stock Option Plan. Upon adoption of the Bernstein Stock Option Plan, Newco will immediately grant to Bernstein an option with respect to one million (1,000,000) shares of Newco stock at $.22 per share pursuant to a Grant of Incentive Stock Options substantially in the form of Exhibit D hereto ("the Bernstein Option Grant").
(b) Employee Plan. Within thirty (30) days of the date hereof, Newco will adopt a 1996-2 Key Employee Stock Option Plan in a form similar to that in Exhibit C hereto except that it may differ materially with respect to Section 7(g) (the "Employee Stock Option Plan"). Five Hundred Thousand (500,000) shares will be authorized by Newco and made subject to the Employee Stock Option Plan. Grants under the Employee Stock Option Plan may contain such provisions as the Board of D ...