FIDELITY LEASING INC S-1

STOCK PURCHASE AGREEMENT

EXHIBIT 2.2

EXHIBIT 2.3

EXHIBIT 2.4

EXHIBIT 2.5

EXHIBIT 3.1

EXHIBIT 3.2

EXHIBIT 3.3

EXHIBIT-10.1

EXHIBIT 10.2

EXHIBIT 10.3

EXHIBIT 10.4

EXHIBIT-10.5

EXHIBIT-10.6

PURCHASE AND SALE AGREEMENT

RECEIVABLES PURCHASE AGREEMENT

EXHIBIT 10.9

EXHIBIT 10.10

EXHIBIT 10.11

EXHIBIT 10.12

EXHIBIT 10.13

EXHIBIT 10.14

EXHIBIT 10.15

EXHIBIT 10.20

EXHIBIT 10.21

EXHIBIT 10.22

EXHIBIT 10.23

EXHIBIT 10.24

EXHIBIT 10.25

EXHIBIT 10.26

EXHIBIT 10.27

EXHIBIT 10.28

EXHIBIT 10.29

EXHIBIT 10.30

EXHIBIT 10.31

EXHIBIT 10.32

EXHIBIT 10.33

EXHIBIT 10.34

EXHIBIT 10.35

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

EXHIBIT 11

EXHIBIT 21

CONSENT OF GRANT THORNTON LLP

EXHIBIT 23.2

FINANCIAL DATA SCHEDULE