TWELFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT

THIS TWELFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (this “ Twelfth Amendment ”) is made as of November 28, 2005, by and among LEAF FINANCIAL CORPORATION , a Delaware corporation with offices previously at 1845 Walnut Street, 10 ^th Floor, Philadelphia, Pennsylvania 19103 and now at 1818 Market Street, 9 ^th Floor, Philadelphia, PA 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, 14 ^th Floor, Philadelphia, Pennsylvania 19107 (“ Secured Party ”).

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 Twelfth Amendment to set forth their entire understanding and agreement with respect thereto.

NOW THEREFORE, in consideration of the premises and the mutual