Amendment To Contribution Agreement

AMENDMENT TO CONTRIBUTION AGREEMENT


THIS AMENDMENT TO CONTRIBUTION AGREEMENT ("Amendment") is made this 30th day of June, 1999 by and among RESOURCE LEASING, INC. ("RLI"), a Delaware corporation, ABRAHAM BERNSTEIN ("Bernstein") and, as provided hereinbelow, FIDELITY LEASING, INC. ("Newco"), a Pennsylvania corporation.


WHEREAS, RLI and Bernstein entered into a Contribution Agreement ("Contribution Agreement") on March 5, 1996, and desire to make certain amendments to such agreement; and


WHEREAS, Newco, having been formed pursuant to, and subsequent to the date of execution of, the Contribution Agreement, is to be added, by this Amendment, as a party to the Contribution Agreement and this Amendment;


NOW, THEREFORE, each of the signatories hereto, intending to be legally bound by and to the Contribution Agreement and this Amendment, hereby and in exchange for consideration mutually given, agree as follows:


1. The reference to Exhibit "B" in the last line of Paragraph 2(b) of the Contribution Agreement is hereby corrected and amended to read Exhibit "D."


2. Paragraph 2(c) is amended by adding the following to the end:


"Notwithstanding the foregoing, Bernstein agrees to waive his
anti-dilution rights for one time in connection with the private
placement of stock of Newco on or prior to December 31, 1999 if the
company has not completed a public stock offering by that time
unless Bernstein determines that such private placement would be
materially adverse to the interests of Newco."


3. Subparagraph (B) under Paragraph 3(b), near the bottom of page 4 of the Contribution Agreement is hereby amended and a new subparagraph (C) is added to read as follows:


"(B) any of Newco's obligations due under Section 3(b)(i)-(iii),
above, in exce ...