Exhibit 10.6

AMENDMENT NUMBER FIVE TO LOAN AGREEMENT

AMENDMENT, dated as of January 28, 1997, to the Loan Agreement, dated as of March 27, 1992 (as amended, modified, or supplemented from time to time, the "Agreement"), among Medallion Funding Corp. ("Borrower"), the banks signatory thereto (the "Banks"), and Fleet Bank, NA (formerly National Westminster Bank USA) as agent for the Banks and as a Bank. Terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement.

WHEREAS, some of the Banks wish to increase their respective Revolving Credit Commitments;

NOW, THEREFORE, in consideration of the foregoing premises and intending to be legally bound effective as of the date first above written, the parties hereto hereby agree as follows:

2. AMENDMENT OF SECTION 10.4. Section 10.4 of the Agreement is hereby amended to substitute for the address of the Agent the following: "to Fleet at its address set forth on Exhibit A".

3. DELIVERY OF NEW NOTES AND RETURN OF OLD NOTES. On or before the effective date of this Amendment, the Borrower will deliver to each Bank a replacement Revolving Credit Note reflecting such Bank's increased Revolving Credit Commitment in replacement of such Bank's existing Revolving Credit Note (the "Old Note"). Promptly after the effective date of this Amendment, each Bank will return to the Borrower such Bank's Old Note marked "canceled".

4. EFFECTIVENESS OF THIS AMENDMENT. This Amendment shall be effective as of the date first above written provided that the Borrower shall have received counterparts of (i) this Amendment duly signed by the Borrower and each of the Banks. Promptly after the effective date of this Amendment, the Borrower shall deliver fully executed counterparts of this Amendment to each of the Banks, and the Agreement shall consist of the Agreement as previously amended, modified and supplemented and as amended by this Amendment.

5. NO OTHER AMENDMENTS. Except as expressly provided in this Amendment, all of the terms and conditions of the Agreement and the other Loan Documents shall remain in full

force and effect.

6. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any number of counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument. In proving this Amendment, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers duly authorized as of the day and year first above written.

MEDALLION FUNDING CORP.

By:  /s/ Alvin Murstein
     ------------------
  Alvin Murstein, Chief Executive Officer


By:  /s/ Daniel F. Baker
     -------------------
  Daniel F. Baker, Treasurer and
  Chief Financial Officer

FLEET BANK, N.A.

By:  /s/ Michael B. Moschetta
     ------------------------
Title:  Assistant Vice President

THE FIRST NATIONAL BANK OF BOSTON

By:  /s/ Matt A. Ross
     ----------------
Title:  Director

HARRIS TRUST AND SAVINGS BANK

By:  /s/ [signature illegible]
     -------------------------
Title:  Vice President

BANK OF TOKYO - MITSUBISHI TRUST COMPANY

By:  /s/ Amanda Ryan
     ---------------
Title:  Vice President

BANK LEUMI TRUST COMPANY OF NEW YORK

By:  /s/ Paul Tine
     -------------
Title:  Vice President


By:  /s/ [signature illegible]
     -------------------------
Title:

EUROPEAN AMERICAN BANK

By:  /s/ [signature illegible]
     -------------------------
Title:  Vice President

ISRAEL DISCOUNT BANK OF NEW YORK

By:  /s/ Robert J. Fainelli
     ----------------------
Title:  Vice President


By:  /s/ Robert E. Stark
     -------------------
Title:  Senior Vice President

                                          Revolving Credit
Name and Address of Bank                 Facility Available  Percentage
- - -----------------------------------------------------------------------
Fleet Bank N.A.*
595 Fifth Ave
New York, New York  10036                      $ 25,000,000    250/1050
The First National
Bank of Boston
100 Federal Street
Boston, Massachusetts  02110                   $ 22,500,000    225/1050
Harris Trust and Savings Bank
111 West Monroe
Chicago, IL  60690                             $ 15,000,000    150/1050
Bank Tokyo - Mitsubishi Trust Company
1251 Ave of the Americas
New York, New York  10016                      $ 12,500,000    125/1050
Israel Discount Bank of New York
511 Fifth Avenue
New York, New York  10022                      $ 10,000,000    100/1050
European American Bank
335 Madison Avenue
New York, New York  10017                      $ 10,000,000    100/1050
Bank Leumi Trust Company of NY
562 Fifth Ave
New York, NY  10036                            $ 10,000,000    100/1050
                                               ------------
TOTAL FACILITIES                               $105,000,000
                                               ============

*In addition, NatWest has $2,000,000 outstanding in Fleet Bank Existing Term Note, which matures in 7/97.

This agreement is secured by a perfected security interest in all of the Licensee's assets. Fleet Bank NA acts as collateral agent on behalf of the entire banking group. Medallion Funding Corp. does not have any other

EXHIBIT 10.18

W I T N E S S E T H :

WHEREAS, the Company desires to retain the Adviser to furnish investment advisory services on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto as herein set forth, the parties covenant and agree as follows:

This Agreement may be terminated without penalty on 60 days' written notice by either party or by vote of a majority of the outstanding voting securities of the Company and will terminate if assigned.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

MEDALLION FINANCIAL CORP.

By  /s/ Andrew Murstein
  -------------------------------------
Name:  Andrew Murstein
Title: President

FMC ADVISERS, INC.

By  /s/ Michael A. Miller
  -------------------------------------
Name:  Michael A. Miller
Title: President

EXHIBIT 10.19

WHEREAS, the Executive is presently employed by the Company as the Chief Executive Officer of the Company;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

The Company agrees to employ the Executive, and the Executive agrees to serve the Company, on the terms and conditions set forth herein.

agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.

The Company further agrees to use its best efforts to cause the Executive to be nominated as a member of the Board and a member of the Executive Committee (if such a committee is created).

and makes available to its employees to the extent that the Executive's position, tenure, salary, and other qualifications make him eligible to participate.

calendar days during any 365-day period, or a determination of disability shall have been made by a physician satisfactory to both the Executive and the Company, provided that if the Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician and these two together shall select a third physician whose determination as to disability shall be binding on both parties.

any malicious damage or destruction of any property or assets of the Company, whether resulting from the Executive's wilful actions or omissions or the Executive's gross negligence; or

(iii) the Executive shall (A) have been convicted of a crime involving moral turpitude or constituting a felony or (B) entered a plea of nolo contendere to any such crime, either of which has had a material adverse effect upon the business of the Company; or

(iv) the Executive shall have (A) materially breached his obligations under Section 6 hereof or (B) breached any of the other material provisions of this Agreement and such breach shall remain uncured by the Executive within 30 days following receipt of notice from the Company specifying such breach.

(a) the assignment to the Executive of any duties inconsistent with his status as Chief Executive Officer of the Company, his removal from the position of Chief Executive Officer of the Company, or a substantial alteration in the nature or status of his responsibilities from those in effect immediately prior to the Change in Control;

(b) a reduction by the Company of the Executive's annual base salary in effect on the date immediately prior to the Change in Control;

(c) the relocation of the Company's principal executive offices to a location outside mid-town New York City or a requirement that the Executive shall be based anywhere other than the Company's principal executive offices except for required travel on the Company's business to an extent substantially consistent with his business travel obligations prior to the Change in Control;

(d) the failure by the Company to continue in effect any bonus plan in which the Executive was participating immediately prior to the Change in Control; or

(e) the failure by the Company to continue to provide the Executive with benefits at least as favorable as those enjoyed by him under any of the Company's pension, life insurance, medical, health and accident, disability, deferred compensation or savings plans in which he was participating at the time of the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive him of any material fringe benefit enjoyed by him at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which he was entitled at the time of the Change in Control.

Notice of Termination, (v) if the Executive's employment is terminated pursuant to subsection (ii) of Section 4.5, the date specified in such Notice of Termination, and (vi) if the Executive's employment is terminated other than as provided herein, the date specified in the Notice of Termination, provided that it is at least 30 days subsequent to the date of the issuance of such Notice of Termination.

5.1 If the Executive's employment is terminated under the provisions of Sections 4.1, 4.4 or subsection (i) of Section 4.5, the Company shall pay to the Executive his full salary, bonus and benefits through the Date of Termination.

5.2 If the Executive's employment is terminated by the Executive's death under the provisions of Section 4.2, the Company shall pay to the Executive's estate the Executive's full salary, bonus and benefits to the Executive through the Date of Termination.

5.3 If the Executive's employment is terminated under the provisions of Section 4.3, the Company shall pay to the Executive his full salary, bonus and benefits through the Date of Termination. During any period that the Executive fails to perform his duties hereunder as a result of disability (as defined in Section 4.3), the Executive shall continue to receive his full salary, bonus and benefits through the Date of Termination.

5.4 If the Company shall terminate the Executive's employment other than as provided herein or the Executive shall terminate his employment pursuant to subsection (ii) of Section 4.5, then:

(i) The Company shall pay the Executive his full salary, bonus and benefits through the Date of Termination.

(ii) Subject to subsection (iv) of this Section 5.4, in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay as severance pay to the Executive an amount equal to the remainder of the salary, bonus and value of the fringe benefits which the Executive would be entitled to receive for the balance of the Employment Period.

(iii) The Company shall pay all other damages to which the Executive may be entitled as a result of such termination, including damages for any and all legal fees and expenses incurred by him as a result of such termination.

on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(ii) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his duties for the Company.

(iii) The Executive agrees that his obligation not to disclose or use information, know-how and records of the types set forth in subsection (i) and

(ii) above, also extends to such types of information, know-how, records and tangible property of borrowers, advertisers, fleet and taxi owners or other third parties who may have disclosed or entrusted the same to the Company or to the Executive in the course of the Company's business.

competition with the Company or any of its subsidiaries; provided the Company or one of its subsidiaries are actively engaged in such business at the time the Executive's employment by the Company is terminated.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.

MEDALLION FINANCIAL CORP.

By: /s/ Andrew Murstein
   ---------------------------------

Title: President
      ------------------------------

EXECUTIVE

       /s/ Alvin Murstein
--------------------------------------
Alvin Murstein

EXHIBIT 10.20

WHEREAS, the Executive is presently employed by the Company as the President of the Company;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

The Company agrees to employ the Executive, and the Executive agrees to serve the Company, on the terms and conditions set forth herein.

agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.

The Company further agrees to use its best efforts to cause the Executive to be nominated as a member of the Board and a member of the Executive Committee (if such a committee is created).

and makes available to its employees to the extent that the Executive's position, tenure, salary, and other qualifications make him eligible to participate.

calendar days during any 365-day period, or a determination of disability shall have been made by a physician satisfactory to both the Executive and the Company, provided that if the Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician and these two together shall select a third physician whose determination as to disability shall be binding on both parties.

any malicious damage or destruction of any property or assets of the Company, whether resulting from the Executive's wilful actions or omissions or the Executive's gross negligence; or

(iii) the Executive shall (A) have been convicted of a crime involving moral turpitude or constituting a felony or (B) entered a plea of nolo contendere to any such crime, either of which has had a material adverse effect upon the business of the Company; or

(iv) the Executive shall have (A) materially breached his obligations under Section 6 hereof or (B) breached any of the other material provisions of this Agreement and such breach shall remain uncured by the Executive within 30 days following receipt of notice from the Company specifying such breach.

(a) the assignment to the Executive of any duties inconsistent with his status as President or Chief Operating Officer of the Company, his removal from the position of President or Chief Operating Officer of the Company, or a substantial alteration in the nature or status of his responsibilities from those in effect immediately prior to the Change in Control;

(b) a reduction by the Company of the Executive's annual base salary in effect on the date immediately prior to the Change in Control;

(c) the relocation of the Company's principal executive offices to a location outside mid-town New York City or a requirement that the Executive shall be based anywhere other than the Company's principal executive offices except for required travel on the Company's business to an extent substantially consistent with his business travel obligations prior to the Change in Control;

(d) the failure by the Company to continue in effect any bonus plan in which the Executive was participating immediately prior to the Change in Control; or

(e) the failure by the Company to continue to provide the Executive with benefits at least as favorable as those enjoyed by him under any of the Company's pension, life insurance, medical, health and accident, disability, deferred compensation or savings plans in which he was participating at the time of the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive him of any material fringe benefit enjoyed by him at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which he was entitled at the time of the Change in Control.

Notice of Termination, (v) if the Executive's employment is terminated pursuant to subsection (ii) of Section 4.5, the date specified in such Notice of Termination, and (vi) if the Executive's employment is terminated other than as provided herein, the date specified in the Notice of Termination, provided that it is at least 30 days subsequent to the date of the issuance of such Notice of Termination.

5.1 If the Executive's employment is terminated under the provisions of Sections 4.1, 4.4 or subsection (i) of Section 4.5, the Company shall pay to the Executive his full salary, bonus and benefits through the Date of Termination.

5.2 If the Executive's employment is terminated by the Executive's death under the provisions of Section 4.2, the Company shall pay to the Executive's estate the Executive's full salary, bonus and benefits to the Executive through the Date of Termination.

5.3 If the Executive's employment is terminated under the provisions of Section 4.3, the Company shall pay to the Executive his full salary, bonus and benefits through the Date of Termination. During any period that the Executive fails to perform his duties hereunder as a result of disability (as defined in Section 4.3), the Executive shall continue to receive his full salary, bonus and benefits through the Date of Termination.

5.4 If the Company shall terminate the Executive's employment other than as provided herein or the Executive shall terminate his employment pursuant to subsection (ii) of Section 4.5, then:

(i) The Company shall pay the Executive his full salary, bonus and benefits through the Date of Termination.

(ii) Subject to subsection (iv) of this Section 5.4, in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay as severance pay to the Executive an amount equal to the remainder of the salary, bonus and value of the fringe benefits which the Executive would be entitled to receive for the balance of the Employment Period.

(iii) The Company shall pay all other damages to which the Executive may be entitled as a result of such termination, including damages for any and all legal fees and expenses incurred by him as a result of such termination.

on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(iii) The Executive agrees that his obligation not to disclose or use information, know-how and records of the types set forth in subsection (i) and

(ii) above, also extends to such types of information, know-how, records and tangible property of borrowers, advertisers, fleet and taxi owners or other third parties who may have disclosed or entrusted the same to the Company or to the Executive in the course of the Company's business.

with the Company or any of its subsidiaries, or own or control any interest in, or act as director, officer or employee of, or consultant to, any firm, corporation or institution directly engaged in competition with the Company or any of its subsidiaries; provided the Company or one of its subsidiaries are actively engaged in such business at the time the Executive's employment by the Company is terminated.

its assets or business, provided, however, that the obligations of the Executive are personal and shall not be assigned by him.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.

MEDALLION FINANCIAL CORP.

By:  /s/ Alvin Murstein
     ---------------------------------------

Title:  Chairman and Chief Executive Officer
      --------------------------------------

EXECUTIVE

       /s/ Andrew Murstein
--------------------------------------------
Andrew Murstein

Exhibit 10.23

SECURITY AGREEMENT FOR OWN OBLIGATIONS

consideration of financial accommodations given or to be given or continued by FIRST BANK OF THE AMERICAS ("Bank") to Obligor, hereby agrees with ("Bank") as follows:

I. GRANT OF SECURITY INTEREST

(1) the following property ("Assets") described on the line(s) marked with an "X" below (if no line is marked, "Assets" shall mean the property described in the paragraph titled "ALL"):

DEPOSIT ACCOUNTS.
----------------

SAVINGS ACCOUNT                     #: _________________

DEMAND ACCOUNT                      #: _________________

CERTIFICATE OF DEPOSIT ACCOUNT      #: _________________

OTHER                               #: _________________

deposited with or payable by Bank in the names of Obligor or in which Obligor has an interest, including all sums now or at any time hereafter on deposit to said account(s), and any renewals, extensions or replacements thereof and all other property which may from time to time be acquired directly or indirectly using the proceeds of such account(s) ("Deposit Accounts");

property, choses in action and other general intangibles ("Other Property"); and

(2) all proceeds (including insurance proceeds) and products of Assets:
and

(3) all liabilities or claims from Obligor to Bank; and

(4) all accounts, property, securities, monies or other property of any description which may at any time be assigned or delivered or come into possession of Bank for any purpose for the account of Obligor, or as to which Obligor may have any right or power, and property in the possession or custody of or in transit to anyone for the account of Bank, as well as all proceeds and products thereof, and

(5) all of the books and records and documents of title pertaining to any of the Assets.

II. REPRESENTATIONS AND WARRANTIES

Obligor represents and warrants that, except as previously expressly disclosed in writing from Obligor to Bank:

laws of Obligor, or any contractual obligation Obligor may have with Bank or any third party; the execution and delivery of this Agreement have been duly authorized by appropriate corporate, partnership, governmental or other action. All approvals of and registrations with all governmental entities appropriate in connection with the execution, performance and enforcement hereof have been obtained or made. Obligor will deliver to Bank a written opinion of counsel as to the legal property of such action, if requested by Bank.

III. COVENANTS

Obligor covenants and agrees that:

Obligor, and inspect any of the Collateral wherever located. Obligor will cooperate at any time for such purposes.

identification purposes only. Funds in the Collateral Account shall not be subject to withdrawal by Obligor, but shall at all times be subject to the control of Bank. All funds held in the Collateral Account may be applied against Obligations at the sole discretion of Bank.

counterclaim, or contingent liability upon the fulfillment of any contract or condition whatsoever.

and notifications with respect thereto, and to transfer to or register in the name of itself or its nominee(s) all or any part of such securities, and to do so before or after any Event of Default hereunder or the maturity of the Obligations secured hereby, with or without notice to Obligor; Bank shall have the right at any time to exchange certificates or instruments representing or evidencing such securities for certificates or instruments of smaller or larger denominations.

IV. EVENTS OF DEFAULT

The following shall constitute Events of Default hereunder:

V. CERTAIN RIGHTS; EFFECT OF EVENT OF DEFAULT

Event of Default or the enforcement or attempted enforcement of its rights hereunder, whether against any third party or Obligor (or any endorser, guarantor or co-maker of any Collateral or Obligations). Obligor shall reimburse Bank for all costs of collection including salaries, out-of-pocket, travel and living expenses and the hiring of agents, consultants and accountants. All sums of money thus expended, and all other monies expended by Bank to protect its interests in the Collateral (including insurance taxes or repairs) shall be Obligations payable on demand.

VI. GENERAL PROVISIONS

interest in any property, in addition to the Collateral, to secure any of the Obligations; (b) retain or obtain the primary or secondary liability of any party or parties, in addition to the Obligor, with respect to any of the Obligations; (c) renew, extend, accelerate, modify, compromise, settle, release or surrender any Obligation or any obligations of any other party primarily or secondarily liable for all or any part of the Obligations with respect to any or all of the Obligations; (d) renew, extend, accelerate, modify, compromise, settle, release or surrender all or any part of any property, in addition to the Collateral, securing any of the Obligations or any obligations of any nature of any party with respect to any such property; (e) resort to the Collateral for payment of any of the Obligations whether or not it shall have resorted to any other property securing the Obligations or shall have proceeded or exhausted its remedies against any other party primarily or secondarily liable on any of the Obligations; or (f) release or substitute any of the undersigned or any other party primarily or secondarily liable for all or any part of the Obligations.

Address of Chief 205 East 42nd Street
                ---------------------------
Executive Office New York                      (212) 682-3300
                ----------------------------  ---------------------
                                                     (Telephone)

Address of Location of
                      ----------------------
Books and Records
                ----------------------------  ---------------------
                                                     (Telephone)

Other Address(es) of
                      ----------------------
Location of Collateral
                ----------------------------  ---------------------
                                                     (Telephone)

IN WITNESS WHEREOF, Obligor has duly executed this Agreement as of the day and year first above written.

WITNESS/ATTEST:               IF OBLIGOR IS A BUSINESS, SIGN BELOW:

                                Edwards Capital Corp.
                               ------------------------------------------
                                    (Name of Obligor)

                              By: /s/ M. J. Kowalsky
                                 ----------------------------------------
                                    (Authorized Signature)

                                M. J. Kowalsky, President
                               ------------------------------------------
                                    (Print Name and Title)

WITNESS: /s/ Marie Russo
                              By: /s/ Daniel Baker
                                 -----------------------------------------
                                    (Authorized Signature)

                                Daniel Baker, Treasurer
                               ------------------------------------------

                                     - 14 -

WITNESS: /s/ Alvin Murstein   IF OBLIGOR IS AN INDIVIDUAL, SIGN BELOW:

                              ------------------------------------
                                    (Signature of Obligor)

                              ------------------------------------
                                    (Print Name)

Exhibit 10.24

MASTER GRID NOTE
(SECURED REVOLVING LINE OF CREDIT)

FOR VALUE RECEIVED, the undersigned, Edwards Capital Corp., DOES HEREBY PROMISE TO PAY on or before June 30 , 1997 to the order of FIRST BANK OF THE AMERICAS (the "Bank"), at its office at 375 Park Avenue, New York, New York 10152, in lawful money of the United States and in immediately available funds, the principal amount of THREE MILLION DOLLARS ($ 3,000,000.00) or, if less, the aggregate unpaid principal amount of all advances (the "Advances") made to the undersigned by the Bank.

The undersigned promises to pay interest on the aggregate unpaid principal amount of this Note from the date of the initial Advance until such aggregate principal amount is paid in full, in like money, at said office at a rate per annum equal to, at the option of the undersigned, one and one quarter percent (1.25%) above LIBOR or zero percent (0.0%) above the prime rate set forth by First Bank of The Americas (the "Prime Rate"), on a floating rate basis, such interest to be payable on the first day of each month during the term hereof and on the date of payment in full of this Note. Any amount of principal hereof which is not paid when due, whether after demand or an Event of Default, shall bear interest from the date when due until said principal amount is paid in full, at a rate per annum equal to five percent (5%) above the Rate then in effect. Any change in the interest rate resulting from a change in the Prime Rate shall be effective as of the beginning of the day on which such change in the Prime Rate becomes effective.

The undersigned hereby authorizes the Bank to endorse on the grid annexed to this Note all Advances made to the undersigned and all payments of principal and interest in respect to such Advances, which endorsements shall, in the absence of manifest error, be conclusive as to the outstanding principal amount of all Advances; provided, however, that the failure to make such notation with respect to any Advance or payment shall not limit or otherwise affect the obligations of the undersigned under this Note or any other agreement or document delivered in connection therewith.

The undersigned shall have the right, without penalty, at any time to prepay this Note in whole or, from time to time, in part. The undersigned hereby authorizes the Bank to charge, from time to time, any or all of the undersigned's accounts with the Bank any amounts, which have not been paid when due.

If the Bank elects not to extend this line of credit beyond June 30, 1997 the Bank will notify the undersigned in writing and the payment of all Advances under this Note will be extended one time only and shall be due and payable on or before August 31, 1997 provided that there are no events of default under the line or under any other credit facilities extended by the Bank.

All computations of interest shall be made by the Bank on the basis of a year of 360 days for the actual number of days occurring in the period for which such interest is payable. Whenever any payment to be made hereunder shall be stated to be due, on a day other than a business day, such payment shall be made on the next succeeding business day, and such extension of time shall in such case be included in the computation of interest.

Upon the occurrence and continuation of any of the following events (each an "Event of Default"): (i) if any of the Liabilities of the Undersigned (as hereinafter defined) shall not be paid when due, or (ii) if it appears, in the Bank's good faith opinion, at any time that any representation in any agreement or financial or other statement of any Obligor (as hereinafter defined) delivered to the Bank by or on behalf of any Obligor is untrue in any material respect or omits any material fact, or (iii) if a material adverse change, in the Bank's good faith opinion, shall occur in the financial condition of any Obligor, or (iv) if any Obligor shall die or be dissolved, or shall become insolvent (however evidenced), or (v) upon the suspension of business of any Obligor, or (vi) upon the commencement of any proceeding under (or the use of any of the provisions of) Article 52 of the New York Civil Practice Law and Rules by any judgment creditor against any Obligor which has not been stayed or dismissed within 60 days, or with respect to any property of any Obligor, or
(vii) upon an assignment for the benefit of creditors by any Obligor, or (viii) upon a trustee or receiver being appointed for any Obligor or for any substantial part of the property thereof, or (ix) upon any proceedings being commenced by or against any Obligor under bankruptcy, reorganization, arrangement of debt, insolvency, receivership, liquidation or dissolution law or statute and, if commenced against any Obligor, such proceedings shall not have been stayed or dismissed within 60 days, or (x) if any governmental authority or any court at the instance thereof shall take possession of any substantial part of the property, or assume control over the affairs or operations of, any Obligor, or (xi) if any indebtedness of any Obligor for borrowed money in an amount in excess of $10,000 shall become due and payable by acceleration or maturity thereof, or (xii) if the undersigned shall be party to any merger or consolidation without the written consent of the Bank, or (xiii) if the undersigned without the written consent of the Bank, shall grant or permit to exist any security interest, pledge, mortgage or lien whatsoever (other than liens which are not material in amount) in or on any of its property or shall file or authorize or permit to be filed in any jurisdiction any financing statement under the Uniform Commercial Code or like document under applicable law other than in the ordinary course of business, or (xiv) if the ratio of Senior Debt + Unsecured Debt/(Subordinated Debt + Tangible Net Worth) for the undersigned shall exceed 1.25, or (xv) if the current ratio of the undersigned shall be less than 3.25, or (xv) if tangible net worth of the undersigned shall be less than $8,750,000 THEN AND

IN ANY SUCH EVENT, all Liabilities of the Undersigned shall become at once due and payable, without notice, presentment or demand for payment, all of which are hereby expressly waived.

The term "Liabilities of the Undersigned" shall mean the obligations of the undersigned under this Note and any other agreement delivered to the Bank. The term "Obligor" shall include the undersigned and each endorser, guarantor and surety on this Note.

The undersigned shall pay all costs and expenses of every kind incurred in connection with the enforcement of any Liabilities of the Undersigned, including reasonable attorney's fees.

The undersigned hereby agrees that any legal action or proceeding against it for enforcement of this Note and any other Liabilities of the Undersigned, or any judgment with respect thereto may be brought in the courts of the State of New York, or elsewhere, as the Bank may elect, and the undersigned hereby irrevocably submits to the nonexclusive jurisdiction of each of said courts. The undersigned irrevocably consents to service of process by mail in such action and to the removal to any of such courts by the Bank of any action brought by the undersigned in any court other than the one selected by the Bank in its sole discretion, as the venue of such action. The undersigned waives trial by jury and agrees not to raise any present or future claim it may have against the Bank in any action brought by the Bank to enforce or collect this Note.

Any Advance under this Note shall be subject to no material adverse change in the undersigned's financial condition or that of the Obligors in Bank's sole judgment.

Until all of the Liabilities of the Undersigned are paid in full, the undersigned hereby agrees to: (i) keep true and complete books, records and accounts; (ii) keep its properties in good repair and maintain adequate insurance against fire, theft and other such risks as is customary with other comparable entities; promptly pay all taxes, unless contested in good faith, as well as all lawful claims for labor, materials and supplies which, if unpaid might become a lien or charge on its properties; (iii) furnish to Bank (a) within 90 days after the end of each fiscal year financial statements audited
(certified) by an independent public accounting firm acceptable to Bank, and (b)
within 60 days after the close of each fiscal quarter, similar statements certified by the undersigned's Chief Executive Officer, and (c) within 90 days of the close of each fiscal year 10K reports for Medallion Financial Corp., and
(d) within 45 days of the close of each fiscal quarter 10Q reports for Medallion Financial Corp.; and execute and deliver such further instruments and documents and perform such further acts as may be necessary or proper, in our opinion, to effectuate the provisions and purposes of the Note and all related Agreements.

The undersigned hereby represents and warrants, as of the date of the execution of this Note, that: (i) the undersigned's financial statements submitted to Bank are true and correct and

fairly reflect its financial condition as of the date of such statements and no material change has occurred since such date; (ii) the undersigned has filed all tax returns which are required to be filed and has paid all taxes which have become due pursuant to such returns or pursuant to any assessment; (iii) the Note and all related documents have been or will be duly authorized, executed and delivered and constitute valid, legally binding and enforceable Obligations in accordance with their terms; (iv) except for the Bank's security interest, all accounts receivable, inventory and the proceeds and products thereof are free and clear of any liens or encumbrances.

This Note is secured by a Security Agreement dated October 31, 1996 by the undersigned to the Bank, reference to which is hereby made for a description of the collateral provided for thereunder and the rights of the Bank with respect to such collateral.

No delay on the part of the Bank in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute a waiver thereof. The options, powers and rights of the Bank specified herein are in addition to those otherwise created. This Note and the rights and obligations of the Bank and of the undersigned hereunder shall be governed by and construed in accordance with the law of the State of New York.

Edwards Capital Corp.

By:  /s/ Michael Kowalsky
    ---------------------------





Title:    President
      ---------------------------

By:   /s/ Daniel F. Baker
   ------------------------------





Title:  Treasurer
      ---------------------------

SCHEDULE OF LOANS AND PAYMENTS

DATE         AMOUNT OF LOAN       AMOUNT OF PRINCIPAL PAID  BALANCE REMAINING UNPAID  NOTATION MADE BY


















































======================================================================================================

LOAN NO._____________________

Exhibit 10.25

as of December 1, 1996

Medallion Financial Corporation
205 East 42nd Street
New York, New York 10017
Att: Daniel Baker, Treasurer and CFO

Gentlemen:

We are pleased to advise you that Fleet Bank, N.A. (formerly NatWest Bank N.A.) (the "Bank") has approved for the use of Medallion Financial Corporation (the "Borrower") a revolving line of credit in the amount of $5,000,000 evidenced by a certain Revolving Credit Note of even date herewith made by the Borrower to the Bank in the form attached hereto as Exhibit A (as it may be amended from time to time, the "Note"; unless otherwise defined herein, capitalized terms shall be used as defined in the Note), upon the following terms and conditions:

The "Borrowing Base" shall be the sum of (1) 100% of the aggregate outstanding principal amount of the Borrower Loans, less (2) 100% of the aggregate outstanding principal amount of any Borrower Loans that are secured in whole or in part by real property or fixtures, less (and without double counting) (3) 100% of the aggregate outstanding principal amount of any Borrower Loans that are made to an ongoing business concern for the purchase or finance of equipment or fixtures to which the Borrower also retains a mortgage interest in real property, less (4) the portion, if any, of the remaining Borrower Loans which are more than 60 days past due.

Very truly yours,

FLEET BANK, N.A.

By:  /s/ Michael B. Moschetta
    -------------------------
                (title)

Accepted and Agreed:

MEDALLION FINANCIAL CORPORATION

By:  /s/ Daniel Baker, Treasurer
     ---------------------------
               (title)

Exhibit A

FLEET BANK, N.A.

REVOLVING CREDIT NOTE

Office 175 Water Street

$5,000,000 Address: New York, NY 10038 as of December 1, 1996

FOR VALUE RECEIVED, MEDALLION FINANCIAL CORPORATION (the "Borrower") promises to pay to the order of FLEET BANK, N.A. (formerly NATWEST BANK N.A.) (the "Bank") on December 1, 1997 (the "Maturity Date") at the office of the Bank located at the place first above stated or such other place as the holder hereof may from time to time appoint in writing, in lawful money of the United States of America in immediately available funds, the principal sum of FIVE MILLION DOLLARS ($5,000,000) or such lesser amount as may then be the aggregate unpaid principal balance of all loans made by the Bank to the Borrower hereunder and under that certain Letter Agreement of even date herewith between the Bank and the Borrower (as it may be amended from time to time, the "Letter Agreement") as indicated on the schedule annexed hereto (each a "Loan" and collectively the "Loans"). The Borrower also promises to pay interest (computed on the basis of a 360 day year for actual days elapsed) at said office in like money on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity at the rate set forth in Section 1(d) below.

In consideration of the granting of the Loans evidenced by this Note, the Borrower hereby agrees as follows:

(a) The loans evidenced by this Note may be procured in one or more advances (each a "Loan" and collectively the "Loans") during the period (the "Credit Period") which commences on the date hereof and ends on December 1, 1997 (the "Termination Date") in an aggregate principal amount up to, but not exceeding at any time outstanding, the said principal sum of $5,000,000 (the "Commitment"). During the Credit Period the Borrower may use the Commitment by borrowing, prepaying in whole or in part and reborrowing, on a revolving basis, all in accordance with the terms and conditions hereof provided, however, that each such Loan or prepayment be in an amount not less than $50,000. Interest shall be paid on the unpaid principal amount of each Loan from time to time outstanding at a rate per annum, to be elected by the Borrower at the time each Loan is made, which shall be either (i) a fluctuating rate equal to the Prime Rate (the rate established from time to time by the Bank as its "prime rate") which interest rate shall change when and as the Prime Rate changes (Loans bearing interest at such fluctuating rate are hereinafter specifically called "Prime Rate Loans"), (ii) a fixed rate of 1.30% plus the Eurodollar Rate for an Interest Period of 1, 2, 3 or 6 months (a Loan bearing interest at this rate is sometimes hereinafter

called a "Eurodollar Loan"), or (iii) such other fixed rate as may be agreed upon between the Borrower and the Bank for an Interest Period which is also then agreed upon (a Loan bearing interest at this rate is sometimes hereinafter called an "Agreed Rate Loan" - Agreed Rate Loans and Eurodollar Loans are sometimes collectively referred to as "Fixed Rate Loans"); provided, however, that no interest period with respect to a Fixed Rate Loan shall extend beyond the Maturity Date; and provided, further, that if prior to the end of any such interest period the Borrower and the Bank fail to agree upon a new interest period therefor so as to maintain such Loan as a Eurodollar Loan or an Agreed Rate Loan within the pertinent time set forth in Section l(c)(i) hereof, such Fixed Rate Loan shall automatically be converted into a Prime Rate Loan at the end of such interest period and shall be maintained as such until a new Fixed Rate and a new interest period therefor are agreed upon. Interest on each Loan shall be payable monthly on the first day of each month commencing the first such day to occur after a Loan is made hereunder and, together with principal, on the maturity thereof. Interest on Fixed Rate Loans shall also be payable on the last day of each Interest Period applicable thereto, and in the case of any Interest Period exceeding three months, on each three month anniversary thereof.

(b) The date and amount of each Loan and of each prepayment of principal shall be recorded by the Bank at the time of each Loan or prepayment on the schedule annexed hereto. All such notations shall be presumed to be correct and the aggregate net unpaid amount of Loans set forth in such schedule shall be presumed to be the principal balance hereof.

(c) Each request for a Loan shall be subject to the satisfaction of the following conditions precedent:

(ii) No Event of Default, or event which would be an Event of Default but for the giving of notice or the passage of time or both, has occurred and is continuing; and all of the representations and warranties made by the Borrower in Section 4 hereof shall be true and correct on and as of the date of such request as if made on and as of such date.

(d) If any payment of principal and interest becomes due on a day on which the banks in New York, New York, are required or permitted by law to remain closed, such payment may be made on the next succeeding day on which such banks are open, and such extensions shall be included in computing interest in connection with such payment; provided, however, that if the result of any such extension would be to extend the maturity date of any Eurodollar Loan into another calendar month the payment shall be made on the

immediately preceding Business Day. The Borrower further agrees that after the stated or any accelerated maturity of the Loans, Prime Rate Loans shall bear interest (computed daily) at a rate of 2% per annum in excess of the rate hereinbefore provided for Prime Rate Loans and Fixed Rate Loans shall bear interest (computed daily) at a rate which shall be the greater of 2% per annum in excess of the rate for Prime Rate Loans hereinbefore provided for or 2% per annum in excess of the applicable Fixed Rate in effect at the time of such maturity. In no event shall interest payable hereunder be in excess of the maximum rate of interest permitted under applicable law.

(e) After the occurrence and during the continuation of any Event of Default, no outstanding Loan may be converted into, or continued as, a Fixed Rate Loan; accordingly, during such period, any outstanding Fixed Rate Loan shall be automatically converted at the end of the Interest Period in effect for such Fixed Rate Loan into a Prime Rate Loan.

(a) the failure of the Borrower to borrow a Fixed Rate Loan after agreement shall have been reached on the amount, interest rate and Interest Period thereof;

(b) the receipt or recovery by the Bank, whether by voluntary prepayment, acceleration or otherwise, of all or any part of a Fixed Rate Loan prior to the last day of an Interest Period applicable thereto; or

(c) the conversion, prior to the last day of an applicable Interest Period, of one type of Fixed Rate Loan into another type of Fixed Rate Loan or into a Prime Loan.

Without limiting the effect of the foregoing, the amount to be paid by the Borrower to the Bank in order to so indemnify the Bank for any loss occasioned by any of the events described in the preceding paragraph, and as liquidated damages therefor, shall be equal to the excess,discounted to its present value as of the date paid to the Bank, of (i) the amount of interest which otherwise would have accrued on the principal amount so received, recovered, converted or not borrowed during the period (the "Indemnity Period") commencing with the date of such receipt, recovery, conversion, or failure to borrow to the last day of the applicable Interest Period for such Fixed Rate Loan at the rate of interest applicable to such Loan (or the rate of interest agreed to in the case of a failure to borrow) provided for herein (prior to default) over (ii) the amount of interest which would be earned by the Bank during the Indemnity Period if it invested the principal amount so received, recovered, converted or

not borrowed at the rate per annum determined by the Bank as the rate it would bid in the London interbank market for a deposit of Eurodollars in an amount approximately equal to such principal amount for a period of time comparable to the Indemnity Period.

A certificate as to any additional amounts payable pursuant to this Section 3 setting forth the basis and method of determining such amounts shall be conclusive, absent manifest error, as to the determination by the Bank set forth therein if made reasonably and in good faith. The Borrower shall pay any amounts so certified to it by the Bank within 10 days of receipt of any such certificate. For purposes of this Section 3, all references to the "Bank" shall be deemed to include any participant in the Commitment and/or Loans.

The indemnities set forth herein shall survive payment in full of all Fixed Rate Loans and all other Loans made pursuant to this Note and the Letter Agreement (as defined below).

(a) Notwithstanding anything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for the Bank to make or maintain any Eurodollar Loan, then, by written notice to the Borrower, the Bank may:

(i) declare that Eurodollar Loans will not thereafter be made by the Bank hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from the Bank hereunder unless such declaration is subsequently withdrawn; and

(ii) require that all outstanding Eurodollar Loans made by it be converted to Prime Loans, in which event (x) all such Eurodollar Loans shall be automatically converted to Prime Loans as of the effective date of such notice as provided in paragraph (b) below and (y) all payments and prepayments of principal which would otherwise have been applied to repay the converted Eurodollar Loans shall instead be applied to repay the Prime Loans resulting from the conversion of such Eurodollar Loans.

(b) For purposes of this Section 6, a notice to the Borrower by the Bank pursuant to paragraph (a) above shall be effective, if lawful, on the last day of the then current Interest Period; in all other cases, such notice shall be effective on the day of receipt by the Borrower.

(b) This Note has been duly authorized, executed and delivered and constitutes the valid and legally binding obligation of the Borrower, enforceable in accordance with its terms.

(c) The execution and delivery of this Note, and performance hereunder, will not violate any provision of law.

(d) There are no actions or proceedings pending before any court or governmental authority, bureau or agency, with respect to or threatened against or affecting the Borrower, which if determined adversely would have a material adverse effect on the business, the assets or the financial condition of the Borrower.

(e) The Borrower is not in default under, or in violation of, any term of any agreement, ordinance, resolution, decree, bond, note, indenture, order or judgment to which it is a party or by which it is bound, or by which any of the properties or assets owned by it or used in the conduct of its business is affected, which default or violation may have a material adverse effect on the business, the assets or the financial condition of the Borrower. The operations of the Borrower comply in all respects with all laws, ordinances and regulations applicable to it.

(f) The Borrower is not a party to or bound by, nor are any of the properties or assets owned by it or used in the conduct of its business affected by, any agreement, ordinance, resolution, decree, bond, note, indenture, order or judgment, or subject to any charter or other corporate restriction, which materially and adversely affects the business, assets or financial condition of the Borrower.

(g) All balance sheets, profit and loss statements and other financial information heretofore furnished to the Bank are true, correct and complete and present fairly the financial condition of the Borrower as at the dates thereof and for the periods covered thereby, including contingent liabilities of every kind, which financial condition has not materially adversely changed since the date of the most recently dated balance sheet of the Borrower heretofore furnished to the Bank.

(h) No part of the proceeds of the Loans will be used directly or indirectly for the purpose of purchasing or carrying, or for payment in full or in part of indebtedness which was incurred for the purpose of purchasing or carrying, any margin stock as such term is defined in Sec. 221.2 of Regulation U of the Board of Governors of the Federal Reserve System.

(i) The Borrower and its Subsidiaries are in compliance in all material respects with the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and all rules and regulations thereunder. Neither the Borrower nor any of its Subsidiaries has any unfunded vested liability under any type of plan described in Section 4021(a) of ERISA ("Plan") and no reportable event, as set forth in Section 4043(c) of ERISA, has occurred or is continuing with respect to any Plan.

(j) None of the real property owned or leased by the Borrower or any of its Subsidiaries that is a location of collateral pledged to the Bank (the "Real Property")

contains, or to the best knowledge of the Borrower has previously contained, any hazardous or toxic waste or substances or underground storage tanks in violation of any applicable environmental law; the Real Property is in compliance with all applicable environmental law; the Real Property is in compliance with all applicable federal, state and local environmental standards and requirements affecting such Real Property, and there are no environmental conditions which could interfere with the continued use of the Real Property; the Borrower has not received any notices of violations or advisory action by regulatory agencies regarding environmental control matters or permit compliance; hazardous waste has not been transferred from any of the Real Property to any other locations which is not in compliance with all applicable environmental laws, regulations or permit requirements; and with respect to the Real Property, there are no proceedings, governmental administrative actions or judicial proceedings pending or, to the best knowledge of the Borrower, contemplated under any federal, state or local law regulating the discharge of hazardous or toxic materials or substances into the environment, to which the Borrower is named as a party.

(a) Annually, as soon as available, but in any event within 95 days after the last day of each of its fiscal years, a copy of the Borrower's annual consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at such last day of the fiscal year, and consolidated and consolidating statements of income and retained earnings and cash flows, for such fiscal year, each prepared on a consolidating and consolidated basis in accordance with generally accepted accounting principles consistently applied and certified without qualification by a firm of independent certified public accountants satisfactory to the Bank;

(b) At the same time as it delivers the certified financial statements required by Section 5(a), the Borrower shall use its best efforts to deliver, a certificate of the independent certified public accountants of the Borrower addressed specifically to both the Borrower and the Bank to the effect that during the course of their audit of the operations of the Borrower and its condition as of the end of the fiscal year, nothing has come to their attention which would indicate that an Event of Default hereunder, or an event with the giving of notice or the lapse of time or both would constitute such an Event of Default, has occurred or that there was any violation of the covenants of the Borrower contained in this Note or the Letter Agreement, or, if such cannot be so certified, specifying in reasonable detail the exceptions, if any, to such statement, and stating that it is aware that the Bank is relying on such financial statements;

(c) Promptly upon receipt thereof, copies of all other reports submitted to the Borrower by its independent accountants in connection with any annual or interim audit or review off the books of the Borrower made by such accountants;

(d) As soon as available but in any event within 50 days of the close of each fiscal quarter of the Borrower, the consolidated and consolidating balance sheets of the Borrower

as of the last day of such quarter, and consolidated and consolidating statements of income and retained earnings and cash flows of the Borrower as of the last day of and for such quarter and for the portion of the fiscal year then elapsed, each such statement to be certified by the chief financial or accounting officer of the Borrower, in each case as having been prepared in accordance with generally accepted accounting principles consistently applied;

(e) copies of all notices, filings and other communications as and when distributed to shareholders of the Borrower; and

(f) registration statements and any amendments and supplements thereto, and any regular and periodic reports filed by the Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental authority succeeding to any or all of the functions of the said Commission;

(h) such other statements and reports as shall be reasonably requested by the Bank;

(i) At the same time as it delivers the financial statements required under the provisions of Subsections 6(a) and 6(b), a certificate signed by the president and the chief financial, or accounting, officer of the Borrower, to the effect that no Event of Default hereunder or under any other agreement to which the Borrower is a party or by which it is bound, or by which any of its properties or assets may be affected, and no event which, with the giving of notice or the lapse of time, or both, would constitute such an Event of Default, has occurred.

(a) with respect to its properties, assets and business, maintain insurance against loss or damage, to the extent that property, assets and businesses of similar character are usually so insured by companies similarly situated and operating like properties, assets or businesses with insurance companies believed by the Borrower to be responsible;

(b) duly pay and discharge all taxes or other claims which might become a lien upon any of its property except to the extent that such items are being in good faith appropriately contested;

(c) maintain, preserve and keep its properties in good repair, working order and condition, and make all reasonable repairs, replacements, additions, betterments and improvements thereto;

(d) conduct its business in substantially the same manner and in substantially the same fields as such business is now carried on and conducted; it being expressly understood that the Borrower will deliver 60 days advance written notice to the Bank of any material change to the conduct of the Borrower's business, and the Bank shall, as a result of such impending change, have the right, in its sole discretion, to make unilateral adjustments to the calculation of the Borrowing Base Amount (as defined in the Letter Agreement) without further notice to, or the consent of, the Borrower;

(e) comply with all statutes, rules and regulations and maintain its corporate existence;

(f) permit the Bank to make or cause to be made (by a third party), at the Borrower's sole cost and expense, (i) field audits of the Borrower on an annual basis, and (ii) inspections and audits of any books, records and papers of the Borrower and to make extracts therefrom at all such reasonable times and as often as the Bank may reasonably require;

(g) use the proceeds of the Loans for the following purposes and for no other purpose: for working capital purposes, including without limitation, for the Borrower to make Medallion Loans and Commercial Loans (as such terms are defined below);

(h) maintain at all times a ratio of the total Borrowing Base Amount (as defined in the Letter Agreement) to outstanding debt of not less than 1.5 to 1.0;

(i) with respect to the Real Property, (1) indemnify the Bank against any liability, loss, cost, damage, or expense (including, without limitation, reasonable attorney's fees) arising from (i) the imposition or recording of a lien by any local, state, or federal government or governmental agency or authority pursuant to any federal, state or local statute or regulation relating to hazardous or toxic wastes or substances or the removal thereof (an "Environmental Law"); (ii) claims of any private parties regarding violations of any Environmental Law; and (iii) costs and expenses (including, without limitation, reasonable attorneys fees and fees incidental to the securing of repayment of such costs and expenses) incurred by Borrower or any of its Subsidiaries or the Bank in connection with compliance by Borrower or any of its Subsidiaries or the Bank with any statute, regulation or order issues pursuant to any Environmental Law by any local, state or federal government or governmental agency or authority, (2) at any time the Borrower has knowledge that it has

violated, has incurred liability under, or any of the Real Property has any lien or exposure of lien under, any federal, state or local environmental law, the Borrower shall furnish to the Bank a certificate as to the action the Borrower is taking or proposes to take with respect thereto and (3) at the request of the Bank, which request will not be made on more than one occasion during any twelve month period, the Borrower shall undertake, at its sole expense, any environmental investigation and examination of the Real Property which the Bank may require, including, without limitation, an environmental investigation and examination of the Real Property by a consultant satisfactory to the Bank; and

(j) immediately give notice to the Bank that an Event of Default has occurred or that an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, has occurred and specifying the action which the Borrower has taken and proposes to take with respect thereto.

(a) consummate any merger or consolidation or liquidate, windup or dissolve itself or sell, transfer or lease or otherwise dispose of all or any substantial part of its assets (other than sales in the ordinary course of business); except that any Subsidiary which is wholly-owned by the Borrower may merge with or consolidate into the Borrower provided that the Borrower is the surviving corporation;

(b) except for Obligations owing to the Bank, not assume, endorse, be or become liable for or guarantee the obligations of any corporation, partnership, limited liability company, individual or other entity that is a Subsidiary or affiliate, whether now existing or hereafter created;

(c) create, assume or permit to exist, any mortgage, pledge, lien or encumbrance of or upon or security interest in, any of its property or assets now owned or hereafter acquired except (i) mortgages, liens, pledges and security interests in favor of the Bank; (ii) liens in existence on the date hereof; (iii) other liens, charges and encumbrances incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not materially impair the use thereof in the operation of its business; and (iv) liens for taxes or other governmental charges which are not delinquent or which are being contested in good faith and for which a reserve shall have been established in accordance with generally accepted accounting principles; and

(d)(i) terminate any Plan so as to result in any material liability to The Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (the"PBGC"), (ii) engage in or permit any person to engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1954, as amended) involving any Plan which would subject the Borrower to any material tax,

penalty or other liability, (iii) incur or suffer to exist any material "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, involving any Plan, or (iv) allow or suffer to exist any event or condition, which presents a material risk of incurring a material liability to the PBGC by reason of termination of any Plan.

(a) As collateral security for the payment of any and all sums owing under this Note and the Letter Agreement and all other obligations, direct or contingent, joint, several or independent, of the Borrower and each endorser or guarantor hereof now or hereafter existing, due or to become due to, or held, or to be held by, the Bank (including without limitation obligations to the Bank in connection with the Borrower's exposure to the Bank under any now existing or hereafter arising interest rate hedging agreement), whether created directly or acquired by assignment or otherwise (all of such obligations, including this Note, are hereinafter called the "Obligations"), the Borrower hereby grants to the Bank a lien on and security interest in any and all deposits or other sums at any time credited by or due from the Bank to the Borrower, whether in regular or special depository accounts or otherwise, and any and all monies, securities and other property of the Borrower, and the proceeds thereof, now or hereafter held or received by or in transit to the Bank from or for the Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and any such deposits, sums, monies, securities and other property, may at any time after the occurrence of any Event of Default be set-off, appropriated and applied by the Bank against any of the Obligations whether or not such Obligations are then due or are secured by any collateral, or, if they are so secured, whether or not such collateral held by the Bank is considered to be adequate and with respect to all collateral security the Bank shall have all the rights and remedies available to it under the Uniform Commercial Code of New York and other applicable law.

(b) In addition to the collateral described in Section 9(a) hereof, payment of the Obligations is also secured by a first priority security interest in all personal property and fixtures of the Borrower wherever located and whether now owned or hereafter acquired, and including without limitation the notes, instruments and documents evidencing the Borrower Loans, and all property and rights, including without limitation Underlying Collateral, which now or hereafter secure Borrower Loans and all rights and remedies of Borrower with respect thereto, all as described in one or more security agreements (the "Security Agreement") executed by the Borrower in favor of the Bank.

(a) Failure to make any payment of principal or interest in respect of any of the Obligations when due; or,

(b) Failure to observe any of the agreements of the Borrower contained in Sections 10 or 11 hereof or under the Letter Agreement; or,

(c) Failure by the Borrower to perform any other term, condition or covenant of this Note or the Letter Agreement, the Security Agreement, or any other agreement, instrument or document delivered pursuant hereto or in connection herewith or therewith, which shall remain unremedied for a period of 15 days after notice thereof shall have been given by the Bank to the Borrower; or,

(d) (i) Failure to perform any term, condition or covenant of any bond, note, debenture, loan agreement, indenture, guaranty, trust agreement, mortgage or other instrument or agreement in connection with the borrowing of money or the obtaining of advances or credit to which the Borrower is a party or by which it is bound, or by which any of its properties or assets may be affected (a "Debt Instrument"), so that, as a result of any such failure to perform (regardless of the satisfaction of any requirement for the giving of appropriate notice thereof or the lapse of time), the indebtedness included therein or secured or covered thereby may be declared due and payable prior to the date on which such indebtedness would otherwise become due and payable; or,

(ii) any event or condition referred to in any Debt Instrument shall occur or fail to occur, so that, as a result thereof (regardless of the satisfaction of any requirement for the giving of appropriate notice thereof or the lapse of time), the indebtedness included therein or secured or covered thereby may be declared due and payable prior to the date on which such indebtedness would otherwise become due and payable; or,

(iii) any indebtedness included in any Debt Instrument or secured or covered thereby is not paid when due; or

(e) Any representation or warranty made in writing to the Bank in this Note, the Letter Agreement, or the Security Agreement or in connection with the making of the loan evidenced hereby or any certificate, statement or report made in compliance with this Note or such other agreement, shall have been false in any material respect when made; or

(f) An order for relief under the Federal Bankruptcy Code as now or hereafter in effect, shall be entered against the Borrower, or any Subsidiary; or the Borrower, or any Subsidiary shall become insolvent, generally fail to pay its debts as they become due, make an assignment for the benefit of creditors, file a petition in bankruptcy, be adjudicated insolvent or bankrupt, petition or apply to any tribunal for the appointment of a receiver or any trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or if there shall have been filed any such petition or application, or any such proceeding shall have been commenced against it, which remains undismissed for a period of thirty days or more; or the Borrower, or any Subsidiary or endorser or guarantor hereof by any act or omission shall

indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or the appointment of a receiver of or any trustee for it or any substantial part of any of its properties, or shall suffer any such receivership or trusteeship to continue undischarged for a period of thirty days or more; or,

(g) Any judgment against the Borrower, or any Subsidiary or any attachment, levy or execution against any of its properties for any amount shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of sixty days or more; or,

(h) The Bank shall have determined, in its sole discretion, that one or more conditions exist or events have occurred which may result in a material adverse change in the business, properties or financial condition of the Borrower.

(a) if to the Borrower:

Medallion Financial Corporation 205 East 42nd Street
New York, New York 10017
Attn: Daniel Baker, Treasurer and CFO

and,

(b) if to the Bank:

Fleet Bank, N.A.
175 Water Street
New York, New York 10036
Attn: Michael Moschetta, Assistant Vice President

Any notice, request or communication hereunder shall be deemed to have been given when deposited in the mails, postage prepaid, or in the case of telegraphic notice, when delivered to the telegraph Borrower, addressed as aforesaid. Any party may change the person or address to whom or which the notices are to be given hereunder, but any such notice shall be effective only when actually received by the party to whom it is addressed.

rate on Eurodollar Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of the Bank to United States residents). The Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

(a) All agreements, representations and warranties made herein shall survive the delivery of this Note. The Borrower waives trial by jury, set-off and counterclaim of any nature or description in any litigation in any court with respect to, in connection with, or arising out of, this Note or any instrument or document delivered pursuant hereto or the validity, protection, interpretation, collection or enforcement hereof.

(b) No modification or waiver of or with respect to any provision of this Note, or consent to any departure by the Borrower from any of the terms or conditions hereof, shall in any event be effective unless it shall be in writing and signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances.

(c) Each and every right granted to the Bank hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of the Bank or the holder of this Note to exercise, and no delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or future exercise thereof or the exercise of any other right.

(d) In the event that this Note is placed in the hands of an attorney for collection by reason of any default hereunder, the Borrower agrees to pay reasonable attorney's fees so incurred. The Borrower promises to pay all expenses of any nature as soon as incurred whether in or out of court and whether incurred before or after this Note shall become due at its maturity date or otherwise and costs which the Bank may deem necessary or proper in connection with the satisfaction of the indebtedness or the administration, supervision, preservation, protection (including but not limited to maintenance of adequate insurance) of or the realization upon the collateral.

(e) The Borrower hereby waives presentment, demand for payment, protest, notice of protest, notice of dishonor, and any or all other notices or demands except as otherwise expressly provided for herein.

(f) All accounting terms not otherwise defined in this Note shall have the meanings ascribed thereto under generally accepted accounting principles.

(g) This Note, the Letter Agreement, the Security Agreement and any other agreements, documents and instruments executed and delivered pursuant to or in connection with the Obligations contain the entire agreement between the parties relating to the subject matter hereof and thereof. The undersigned expressly acknowledges that the Bank has not made and the undersigned is not relying on any oral representations, agreements or commitments of the Bank or of any officer, employee, agent or representative thereof. To the extent there is any inconsistency between the terms of this Note and the Letter Agreement, the terms of this Note shall control.

(h) This Note shall supersede and replace that certain $2,000,000 Note of Tri-Magna Corporation dated as of September 1, 1995, as amended, and all outstanding indebtedness under such prior note shall be deemed to be evidenced by this Note.

MEDALLION FINANCIAL CORPORATION

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Fleet                                         Fleet Bank
                                              1133 Avenue of the Americas
                                              New York, NY 10036

                                                         as of February 10, 1997

Medallion Financial Corporation
205 East 42nd Street
New York, New York 10017
Att: Daniel Baker, Treasurer and CFO

Re: Letter Agreement dated as of December 1, 1996 (the "Letter Agreement") from Fleet Bank, N.A. (the "Bank") to Medallion Financial Corp. (the "Borrower")

Gentlemen:

We are pleased to confirm that we have agreed to increase the amount of the revolving line of credit available to the Borrower under the captioned Letter Agreement and the Revolving Credit Note dated as of December 1, 1996 (the "Revolving Credit Note") delivered in connection therewith from $5,000,000 to $6,000,000. Accordingly, the Bank hereby agrees to amend the Letter Agreement to substitute the amount of $6,000,000 in place of $5,000,000 as it appears in the opening paragraph and in Section 1 thereof. All other terms and conditions as set forth in the Letter Agreement shall remain in full force and effect.

This amendment shall be effective upon our receipt of the enclosed copy of this letter signed by the Borrower and receipt of the enclosed Endorsement No. 1 to Revolving Credit Note, duly executed by the Borrower.

Very truly yours,

FLEET BANK, N.A.

By:   /s/ Michael B. Moschetta
      ------------------------
   Name:  Michael B. Moschetta
   Title:  Assistant Vice President

Accepted and Agreed:

MEDALLION FINANCIAL CORPORATION

By:  /s/ Daniel Baker
     ----------------
  Name:  Daniel Baker
  Title:  Treasurer

Exhibit 10.26

FLEET BANK, N.A.

REVOLVING CREDIT NOTE

Office 175 Water Street

$5,000,000 Address: New York, NY 10038 as of December 1, 1996

FOR VALUE RECEIVED, MEDALLION FINANCIAL CORPORATION (the "Borrower") promises to pay to the order of FLEET BANK, N.A. (formerly NATWEST BANK N.A.) (the "Bank") on December 1, 1997 (the "Maturity Date") at the office of the Bank located at the place first above stated or such other place as the holder hereof may from time to time appoint in writing, in lawful money of the United States of America in immediately available funds, the principal sum of FIVE MILLION DOLLARS ($5,000,000) or such lesser amount as may then be the aggregate unpaid principal balance of all loans made by the Bank to the Borrower hereunder and under that certain Letter Agreement of even date herewith between the Bank and the Borrower (as it may be amended from time to time, the "Letter Agreement") as indicated on the schedule annexed hereto (each a "Loan" and collectively the "Loans"). The Borrower also promises to pay interest (computed on the basis of a 360 day year for actual days elapsed) at said office in like money on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity at the rate set forth in Section 1(d) below.

In consideration of the granting of the Loans evidenced by this Note, the Borrower hereby agrees as follows:

(a) The loans evidenced by this Note may be procured in one or more advances (each a "Loan" and collectively the "Loans") during the period (the "Credit Period") which commences on the date hereof and ends on December 1, 1997 (the "Termination Date") in an aggregate principal amount up to, but not exceeding at any time outstanding, the said principal sum of $5,000,000 (the "Commitment"). During the Credit Period the Borrower may use the Commitment by borrowing, prepaying in whole or in part and reborrowing, on a revolving basis, all in accordance with the terms and conditions hereof provided, however, that each such Loan or prepayment be in an amount not less than $50,000. Interest shall be paid on the unpaid principal amount of each Loan from time to time outstanding at a rate per annum, to be elected by the Borrower at the time each Loan is made, which shall be either (i) a fluctuating rate equal to the Prime Rate (the rate established from time to time by the Bank as its "prime rate") which interest rate shall change when and as the Prime Rate changes (Loans bearing interest at such fluctuating rate are hereinafter specifically called "Prime Rate Loans"), (ii) a fixed rate of 1.30% plus the Eurodollar Rate for an Interest Period of 1, 2, 3 or 6 months (a Loan bearing interest at this rate is sometimes hereinafter

called a "Eurodollar Loan"), or (iii) such other fixed rate as may be agreed upon between the Borrower and the Bank for an Interest Period which is also then agreed upon (a Loan bearing interest at this rate is sometimes hereinafter called an "Agreed Rate Loan" - Agreed Rate Loans and Eurodollar Loans are sometimes collectively referred to as "Fixed Rate Loans"); provided, however, that no interest period with respect to a Fixed Rate Loan shall extend beyond the Maturity Date; and provided, further, that if prior to the end of any such interest period the Borrower and the Bank fail to agree upon a new interest period therefor so as to maintain such Loan as a Eurodollar Loan or an Agreed Rate Loan within the pertinent time set forth in Section l(c)(i) hereof, such Fixed Rate Loan shall automatically be converted into a Prime Rate Loan at the end of such interest period and shall be maintained as such until a new Fixed Rate and a new interest period therefor are agreed upon. Interest on each Loan shall be payable monthly on the first day of each month commencing the first such day to occur after a Loan is made hereunder and, together with principal, on the maturity thereof. Interest on Fixed Rate Loans shall also be payable on the last day of each Interest Period applicable thereto, and in the case of any Interest Period exceeding three months, on each three month anniversary thereof.

(b) The date and amount of each Loan and of each prepayment of principal shall be recorded by the Bank at the time of each Loan or prepayment on the schedule annexed hereto. All such notations shall be presumed to be correct and the aggregate net unpaid amount of Loans set forth in such schedule shall be presumed to be the principal balance hereof.

(c) Each request for a Loan shall be subject to the satisfaction of the following conditions precedent:

(ii) No Event of Default, or event which would be an Event of Default but for the giving of notice or the passage of time or both, has occurred and is continuing; and all of the representations and warranties made by the Borrower in Section 4 hereof shall be true and correct on and as of the date of such request as if made on and as of such date.

(d) If any payment of principal and interest becomes due on a day on which the banks in New York, New York, are required or permitted by law to remain closed, such payment may be made on the next succeeding day on which such banks are open, and such extensions shall be included in computing interest in connection with such payment; provided, however, that if the result of any such extension would be to extend the maturity date of any Eurodollar Loan into another calendar month the payment shall be made on the

immediately preceding Business Day. The Borrower further agrees that after the stated or any accelerated maturity of the Loans, Prime Rate Loans shall bear interest (computed daily) at a rate of 2% per annum in excess of the rate hereinbefore provided for Prime Rate Loans and Fixed Rate Loans shall bear interest (computed daily) at a rate which shall be the greater of 2% per annum in excess of the rate for Prime Rate Loans hereinbefore provided for or 2% per annum in excess of the applicable Fixed Rate in effect at the time of such maturity. In no event shall interest payable hereunder be in excess of the maximum rate of interest permitted under applicable law.

(e) After the occurrence and during the continuation of any Event of Default, no outstanding Loan may be converted into, or continued as, a Fixed Rate Loan; accordingly, during such period, any outstanding Fixed Rate Loan shall be automatically converted at the end of the Interest Period in effect for such Fixed Rate Loan into a Prime Rate Loan.

(a) the failure of the Borrower to borrow a Fixed Rate Loan after agreement shall have been reached on the amount, interest rate and Interest Period thereof;

(b) the receipt or recovery by the Bank, whether by voluntary prepayment, acceleration or otherwise, of all or any part of a Fixed Rate Loan prior to the last day of an Interest Period applicable thereto; or

(c) the conversion, prior to the last day of an applicable Interest Period, of one type of Fixed Rate Loan into another type of Fixed Rate Loan or into a Prime Loan.

Without limiting the effect of the foregoing, the amount to be paid by the Borrower to the Bank in order to so indemnify the Bank for any loss occasioned by any of the events described in the preceding paragraph, and as liquidated damages therefor, shall be equal to the excess,discounted to its present value as of the date paid to the Bank, of (i) the amount of interest which otherwise would have accrued on the principal amount so received, recovered, converted or not borrowed during the period (the "Indemnity Period") commencing with the date of such receipt, recovery, conversion, or failure to borrow to the last day of the applicable Interest Period for such Fixed Rate Loan at the rate of interest applicable to such Loan (or the rate of interest agreed to in the case of a failure to borrow) provided for herein (prior to default) over (ii) the amount of interest which would be earned by the Bank during the Indemnity Period if it invested the principal amount so received, recovered, converted or

not borrowed at the rate per annum determined by the Bank as the rate it would bid in the London interbank market for a deposit of Eurodollars in an amount approximately equal to such principal amount for a period of time comparable to the Indemnity Period.

A certificate as to any additional amounts payable pursuant to this Section 3 setting forth the basis and method of determining such amounts shall be conclusive, absent manifest error, as to the determination by the Bank set forth therein if made reasonably and in good faith. The Borrower shall pay any amounts so certified to it by the Bank within 10 days of receipt of any such certificate. For purposes of this Section 3, all references to the "Bank" shall be deemed to include any participant in the Commitment and/or Loans.

The indemnities set forth herein shall survive payment in full of all Fixed Rate Loans and all other Loans made pursuant to this Note and the Letter Agreement (as defined below).

(a) Notwithstanding anything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for the Bank to make or maintain any Eurodollar Loan, then, by written notice to the Borrower, the Bank may:

(i) declare that Eurodollar Loans will not thereafter be made by the Bank hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from the Bank hereunder unless such declaration is subsequently withdrawn; and

(ii) require that all outstanding Eurodollar Loans made by it be converted to Prime Loans, in which event (x) all such Eurodollar Loans shall be automatically converted to Prime Loans as of the effective date of such notice as provided in paragraph (b) below and (y) all payments and prepayments of principal which would otherwise have been applied to repay the converted Eurodollar Loans shall instead be applied to repay the Prime Loans resulting from the conversion of such Eurodollar Loans.

(b) For purposes of this Section 6, a notice to the Borrower by the Bank pursuant to paragraph (a) above shall be effective, if lawful, on the last day of the then current Interest Period; in all other cases, such notice shall be effective on the day of receipt by the Borrower.

(b) This Note has been duly authorized, executed and delivered and constitutes the valid and legally binding obligation of the Borrower, enforceable in accordance with its terms.

(c) The execution and delivery of this Note, and performance hereunder, will not violate any provision of law.

(d) There are no actions or proceedings pending before any court or governmental authority, bureau or agency, with respect to or threatened against or affecting the Borrower, which if determined adversely would have a material adverse effect on the business, the assets or the financial condition of the Borrower.

(e) The Borrower is not in default under, or in violation of, any term of any agreement, ordinance, resolution, decree, bond, note, indenture, order or judgment to which it is a party or by which it is bound, or by which any of the properties or assets owned by it or used in the conduct of its business is affected, which default or violation may have a material adverse effect on the business, the assets or the financial condition of the Borrower. The operations of the Borrower comply in all respects with all laws, ordinances and regulations applicable to it.

(f) The Borrower is not a party to or bound by, nor are any of the properties or assets owned by it or used in the conduct of its business affected by, any agreement, ordinance, resolution, decree, bond, note, indenture, order or judgment, or subject to any charter or other corporate restriction, which materially and adversely affects the business, assets or financial condition of the Borrower.

(g) All balance sheets, profit and loss statements and other financial information heretofore furnished to the Bank are true, correct and complete and present fairly the financial condition of the Borrower as at the dates thereof and for the periods covered thereby, including contingent liabilities of every kind, which financial condition has not materially adversely changed since the date of the most recently dated balance sheet of the Borrower heretofore furnished to the Bank.

(h) No part of the proceeds of the Loans will be used directly or indirectly for the purpose of purchasing or carrying, or for payment in full or in part of indebtedness which was incurred for the purpose of purchasing or carrying, any margin stock as such term is defined in Sec. 221.2 of Regulation U of the Board of Governors of the Federal Reserve System.

(i) The Borrower and its Subsidiaries are in compliance in all material respects with the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and all rules and regulations thereunder. Neither the Borrower nor any of its Subsidiaries has any unfunded vested liability under any type of plan described in Section 4021(a) of ERISA ("Plan") and no reportable event, as set forth in Section 4043(c) of ERISA, has occurred or is continuing with respect to any Plan.

(j) None of the real property owned or leased by the Borrower or any of its Subsidiaries that is a location of collateral pledged to the Bank (the "Real Property")

contains, or to the best knowledge of the Borrower has previously contained, any hazardous or toxic waste or substances or underground storage tanks in violation of any applicable environmental law; the Real Property is in compliance with all applicable environmental law; the Real Property is in compliance with all applicable federal, state and local environmental standards and requirements affecting such Real Property, and there are no environmental conditions which could interfere with the continued use of the Real Property; the Borrower has not received any notices of violations or advisory action by regulatory agencies regarding environmental control matters or permit compliance; hazardous waste has not been transferred from any of the Real Property to any other locations which is not in compliance with all applicable environmental laws, regulations or permit requirements; and with respect to the Real Property, there are no proceedings, governmental administrative actions or judicial proceedings pending or, to the best knowledge of the Borrower, contemplated under any federal, state or local law regulating the discharge of hazardous or toxic materials or substances into the environment, to which the Borrower is named as a party.

(a) Annually, as soon as available, but in any event within 95 days after the last day of each of its fiscal years, a copy of the Borrower's annual consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at such last day of the fiscal year, and consolidated and consolidating statements of income and retained earnings and cash flows, for such fiscal year, each prepared on a consolidating and consolidated basis in accordance with generally accepted accounting principles consistently applied and certified without qualification by a firm of independent certified public accountants satisfactory to the Bank;

(b) At the same time as it delivers the certified financial statements required by Section 5(a), the Borrower shall use its best efforts to deliver, a certificate of the independent certified public accountants of the Borrower addressed specifically to both the Borrower and the Bank to the effect that during the course of their audit of the operations of the Borrower and its condition as of the end of the fiscal year, nothing has come to their attention which would indicate that an Event of Default hereunder, or an event with the giving of notice or the lapse of time or both would constitute such an Event of Default, has occurred or that there was any violation of the covenants of the Borrower contained in this Note or the Letter Agreement, or, if such cannot be so certified, specifying in reasonable detail the exceptions, if any, to such statement, and stating that it is aware that the Bank is relying on such financial statements;

(c) Promptly upon receipt thereof, copies of all other reports submitted to the Borrower by its independent accountants in connection with any annual or interim audit or review off the books of the Borrower made by such accountants;

(d) As soon as available but in any event within 50 days of the close of each fiscal quarter of the Borrower, the consolidated and consolidating balance sheets of the Borrower

as of the last day of such quarter, and consolidated and consolidating statements of income and retained earnings and cash flows of the Borrower as of the last day of and for such quarter and for the portion of the fiscal year then elapsed, each such statement to be certified by the chief financial or accounting officer of the Borrower, in each case as having been prepared in accordance with generally accepted accounting principles consistently applied;

(e) copies of all notices, filings and other communications as and when distributed to shareholders of the Borrower; and

(f) registration statements and any amendments and supplements thereto, and any regular and periodic reports filed by the Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental authority succeeding to any or all of the functions of the said Commission;

(h) such other statements and reports as shall be reasonably requested by the Bank;

(i) At the same time as it delivers the financial statements required under the provisions of Subsections 6(a) and 6(b), a certificate signed by the president and the chief financial, or accounting, officer of the Borrower, to the effect that no Event of Default hereunder or under any other agreement to which the Borrower is a party or by which it is bound, or by which any of its properties or assets may be affected, and no event which, with the giving of notice or the lapse of time, or both, would constitute such an Event of Default, has occurred.

(a) with respect to its properties, assets and business, maintain insurance against loss or damage, to the extent that property, assets and businesses of similar character are usually so insured by companies similarly situated and operating like properties, assets or businesses with insurance companies believed by the Borrower to be responsible;

(b) duly pay and discharge all taxes or other claims which might become a lien upon any of its property except to the extent that such items are being in good faith appropriately contested;

(c) maintain, preserve and keep its properties in good repair, working order and condition, and make all reasonable repairs, replacements, additions, betterments and improvements thereto;

(d) conduct its business in substantially the same manner and in substantially the same fields as such business is now carried on and conducted; it being expressly understood that the Borrower will deliver 60 days advance written notice to the Bank of any material change to the conduct of the Borrower's business, and the Bank shall, as a result of such impending change, have the right, in its sole discretion, to make unilateral adjustments to the calculation of the Borrowing Base Amount (as defined in the Letter Agreement) without further notice to, or the consent of, the Borrower;

(e) comply with all statutes, rules and regulations and maintain its corporate existence;

(f) permit the Bank to make or cause to be made (by a third party), at the Borrower's sole cost and expense, (i) field audits of the Borrower on an annual basis, and (ii) inspections and audits of any books, records and papers of the Borrower and to make extracts therefrom at all such reasonable times and as often as the Bank may reasonably require;

(g) use the proceeds of the Loans for the following purposes and for no other purpose: for working capital purposes, including without limitation, for the Borrower to make Medallion Loans and Commercial Loans (as such terms are defined below);

(h) maintain at all times a ratio of the total Borrowing Base Amount (as defined in the Letter Agreement) to outstanding debt of not less than 1.5 to 1.0;

(i) with respect to the Real Property, (1) indemnify the Bank against any liability, loss, cost, damage, or expense (including, without limitation, reasonable attorney's fees) arising from (i) the imposition or recording of a lien by any local, state, or federal government or governmental agency or authority pursuant to any federal, state or local statute or regulation relating to hazardous or toxic wastes or substances or the removal thereof (an "Environmental Law"); (ii) claims of any private parties regarding violations of any Environmental Law; and (iii) costs and expenses (including, without limitation, reasonable attorneys fees and fees incidental to the securing of repayment of such costs and expenses) incurred by Borrower or any of its Subsidiaries or the Bank in connection with compliance by Borrower or any of its Subsidiaries or the Bank with any statute, regulation or order issues pursuant to any Environmental Law by any local, state or federal government or governmental agency or authority, (2) at any time the Borrower has knowledge that it has

violated, has incurred liability under, or any of the Real Property has any lien or exposure of lien under, any federal, state or local environmental law, the Borrower shall furnish to the Bank a certificate as to the action the Borrower is taking or proposes to take with respect thereto and (3) at the request of the Bank, which request will not be made on more than one occasion during any twelve month period, the Borrower shall undertake, at its sole expense, any environmental investigation and examination of the Real Property which the Bank may require, including, without limitation, an environmental investigation and examination of the Real Property by a consultant satisfactory to the Bank; and

(j) immediately give notice to the Bank that an Event of Default has occurred or that an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, has occurred and specifying the action which the Borrower has taken and proposes to take with respect thereto.

(a) consummate any merger or consolidation or liquidate, windup or dissolve itself or sell, transfer or lease or otherwise dispose of all or any substantial part of its assets (other than sales in the ordinary course of business); except that any Subsidiary which is wholly-owned by the Borrower may merge with or consolidate into the Borrower provided that the Borrower is the surviving corporation;

(b) except for Obligations owing to the Bank, not assume, endorse, be or become liable for or guarantee the obligations of any corporation, partnership, limited liability company, individual or other entity that is a Subsidiary or affiliate, whether now existing or hereafter created;

(c) create, assume or permit to exist, any mortgage, pledge, lien or encumbrance of or upon or security interest in, any of its property or assets now owned or hereafter acquired except (i) mortgages, liens, pledges and security interests in favor of the Bank; (ii) liens in existence on the date hereof; (iii) other liens, charges and encumbrances incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not materially impair the use thereof in the operation of its business; and (iv) liens for taxes or other governmental charges which are not delinquent or which are being contested in good faith and for which a reserve shall have been established in accordance with generally accepted accounting principles; and

(d)(i) terminate any Plan so as to result in any material liability to The Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (the"PBGC"), (ii) engage in or permit any person to engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1954, as amended) involving any Plan which would subject the Borrower to any material tax,

penalty or other liability, (iii) incur or suffer to exist any material "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, involving any Plan, or (iv) allow or suffer to exist any event or condition, which presents a material risk of incurring a material liability to the PBGC by reason of termination of any Plan.

(a) As collateral security for the payment of any and all sums owing under this Note and the Letter Agreement and all other obligations, direct or contingent, joint, several or independent, of the Borrower and each endorser or guarantor hereof now or hereafter existing, due or to become due to, or held, or to be held by, the Bank (including without limitation obligations to the Bank in connection with the Borrower's exposure to the Bank under any now existing or hereafter arising interest rate hedging agreement), whether created directly or acquired by assignment or otherwise (all of such obligations, including this Note, are hereinafter called the "Obligations"), the Borrower hereby grants to the Bank a lien on and security interest in any and all deposits or other sums at any time credited by or due from the Bank to the Borrower, whether in regular or special depository accounts or otherwise, and any and all monies, securities and other property of the Borrower, and the proceeds thereof, now or hereafter held or received by or in transit to the Bank from or for the Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and any such deposits, sums, monies, securities and other property, may at any time after the occurrence of any Event of Default be set-off, appropriated and applied by the Bank against any of the Obligations whether or not such Obligations are then due or are secured by any collateral, or, if they are so secured, whether or not such collateral held by the Bank is considered to be adequate and with respect to all collateral security the Bank shall have all the rights and remedies available to it under the Uniform Commercial Code of New York and other applicable law.

(b) In addition to the collateral described in Section 9(a) hereof, payment of the Obligations is also secured by a first priority security interest in all personal property and fixtures of the Borrower wherever located and whether now owned or hereafter acquired, and including without limitation the notes, instruments and documents evidencing the Borrower Loans, and all property and rights, including without limitation Underlying Collateral, which now or hereafter secure Borrower Loans and all rights and remedies of Borrower with respect thereto, all as described in one or more security agreements (the "Security Agreement") executed by the Borrower in favor of the Bank.

(a) Failure to make any payment of principal or interest in respect of any of the Obligations when due; or,

(b) Failure to observe any of the agreements of the Borrower contained in Sections 10 or 11 hereof or under the Letter Agreement; or,

(c) Failure by the Borrower to perform any other term, condition or covenant of this Note or the Letter Agreement, the Security Agreement, or any other agreement, instrument or document delivered pursuant hereto or in connection herewith or therewith, which shall remain unremedied for a period of 15 days after notice thereof shall have been given by the Bank to the Borrower; or,

(d) (i) Failure to perform any term, condition or covenant of any bond, note, debenture, loan agreement, indenture, guaranty, trust agreement, mortgage or other instrument or agreement in connection with the borrowing of money or the obtaining of advances or credit to which the Borrower is a party or by which it is bound, or by which any of its properties or assets may be affected (a "Debt Instrument"), so that, as a result of any such failure to perform (regardless of the satisfaction of any requirement for the giving of appropriate notice thereof or the lapse of time), the indebtedness included therein or secured or covered thereby may be declared due and payable prior to the date on which such indebtedness would otherwise become due and payable; or,

(ii) any event or condition referred to in any Debt Instrument shall occur or fail to occur, so that, as a result thereof (regardless of the satisfaction of any requirement for the giving of appropriate notice thereof or the lapse of time), the indebtedness included therein or secured or covered thereby may be declared due and payable prior to the date on which such indebtedness would otherwise become due and payable; or,

(iii) any indebtedness included in any Debt Instrument or secured or covered thereby is not paid when due; or

(e) Any representation or warranty made in writing to the Bank in this Note, the Letter Agreement, or the Security Agreement or in connection with the making of the loan evidenced hereby or any certificate, statement or report made in compliance with this Note or such other agreement, shall have been false in any material respect when made; or

(f) An order for relief under the Federal Bankruptcy Code as now or hereafter in effect, shall be entered against the Borrower, or any Subsidiary; or the Borrower, or any Subsidiary shall become insolvent, generally fail to pay its debts as they become due, make an assignment for the benefit of creditors, file a petition in bankruptcy, be adjudicated insolvent or bankrupt, petition or apply to any tribunal for the appointment of a receiver or any trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or if there shall have been filed any such petition or application, or any such proceeding shall have been commenced against it, which remains undismissed for a period of thirty days or more; or the Borrower, or any Subsidiary or endorser or guarantor hereof by any act or omission shall

indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or the appointment of a receiver of or any trustee for it or any substantial part of any of its properties, or shall suffer any such receivership or trusteeship to continue undischarged for a period of thirty days or more; or,

(g) Any judgment against the Borrower, or any Subsidiary or any attachment, levy or execution against any of its properties for any amount shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of sixty days or more; or,

(h) The Bank shall have determined, in its sole discretion, that one or more conditions exist or events have occurred which may result in a material adverse change in the business, properties or financial condition of the Borrower.

(a) if to the Borrower:

Medallion Financial Corporation 205 East 42nd Street
New York, New York 10017
Attn: Daniel Baker, Treasurer and CFO

and,

(b) if to the Bank:

Fleet Bank, N.A.
175 Water Street
New York, New York 10036
Attn: Michael Moschetta, Assistant Vice President

Any notice, request or communication hereunder shall be deemed to have been given when deposited in the mails, postage prepaid, or in the case of telegraphic notice, when delivered to the telegraph Borrower, addressed as aforesaid. Any party may change the person or address to whom or which the notices are to be given hereunder, but any such notice shall be effective only when actually received by the party to whom it is addressed.

rate on Eurodollar Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of the Bank to United States residents). The Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

(a) All agreements, representations and warranties made herein shall survive the delivery of this Note. The Borrower waives trial by jury, set-off and counterclaim of any nature or description in any litigation in any court with respect to, in connection with, or arising out of, this Note or any instrument or document delivered pursuant hereto or the validity, protection, interpretation, collection or enforcement hereof.

(b) No modification or waiver of or with respect to any provision of this Note, or consent to any departure by the Borrower from any of the terms or conditions hereof, shall in any event be effective unless it shall be in writing and signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances.

(c) Each and every right granted to the Bank hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of the Bank or the holder of this Note to exercise, and no delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or future exercise thereof or the exercise of any other right.

(d) In the event that this Note is placed in the hands of an attorney for collection by reason of any default hereunder, the Borrower agrees to pay reasonable attorney's fees so incurred. The Borrower promises to pay all expenses of any nature as soon as incurred whether in or out of court and whether incurred before or after this Note shall become due at its maturity date or otherwise and costs which the Bank may deem necessary or proper in connection with the satisfaction of the indebtedness or the administration, supervision, preservation, protection (including but not limited to maintenance of adequate insurance) of or the realization upon the collateral.

(e) The Borrower hereby waives presentment, demand for payment, protest, notice of protest, notice of dishonor, and any or all other notices or demands except as otherwise expressly provided for herein.

(f) All accounting terms not otherwise defined in this Note shall have the meanings ascribed thereto under generally accepted accounting principles.

(g) This Note, the Letter Agreement, the Security Agreement and any other agreements, documents and instruments executed and delivered pursuant to or in connection with the Obligations contain the entire agreement between the parties relating to the subject matter hereof and thereof. The undersigned expressly acknowledges that the Bank has not made and the undersigned is not relying on any oral representations, agreements or commitments of the Bank or of any officer, employee, agent or representative thereof. To the extent there is any inconsistency between the terms of this Note and the Letter Agreement, the terms of this Note shall control.

(h) This Note shall supersede and replace that certain $2,000,000 Note of Tri-Magna Corporation dated as of September 1, 1995, as amended, and all outstanding indebtedness under such prior note shall be deemed to be evidenced by this Note.

MEDALLION FINANCIAL CORPORATION

By    /s/ Daniel F. Baker, Treasurer
      ------------------------------
                              (Title)

                             Last Day    Amount of   Unpaid
        Amount   Rate of   of Interest   Principal  Principal  Notation
 Date   of Loan  Interest     Period     Repayment  Repayment  Made By





























- - -----------------------------------------------------------------------

ENDORSEMENT NO. 1 TO REVOLVING CREDIT NOTE

The undersigned, MEDALLION FINANCIAL CORPORATION (the "Borrower") and FLEET BANK, N.A. (the "Bank") hereby agree that the $5,000,000 Revolving Credit Note of the Borrower in favor of the Bank dated as of December 1, 1996 (the "Note"), to which this Endorsement is attached, is hereby amended as follows:

All references in the Note to the amount "$5,000,000" or "FIVE MILLION DOLLARS ($5,000,000)" are hereby amended to read "$6,000,000" or "SIX MILLION DOLLARS ($6,000,000)".

Except as expressly amended by this Endorsement all the terms and conditions of the Note to which this Endorsement is attached shall continue in full force and effect.

This Endorsement shall be as of February 10, 1997.

MEDALLION FINANCIAL CORPORATION

By:  /s/ Daniel Baker
     ----------------
     Daniel Baker, CFO and Treasurer

FLEET BANK, N.A.

By:  /s/ Michael B. Moschetta
     ------------------------

     Michael B. Mochetta, AVP

                                    By:  /s/  Daniel F. Baker, Treasurer
                                       ---------------------------------

Address:

By:  /s/  Daniel F. Baker, Treasurer
   ---------------------------------
                                           (Title)

By:  /s/ Alvin Murstein
     ------------------
Alvin Murstein
CEO


By:  /s/ Daniel F. Baker
     -------------------
Daniel F. Baker

Treasurer & CFO President

By:  /s/ Alvin Murstein
     ------------------
Alvin Murstein
CEO


By:  /s/ Daniel F. Baker
     -------------------
Daniel F. Baker

Treasurer & CFO President

By:  /s/ Alvin Murstein
     ------------------
Alvin Murstein
CEO


By:  /s/ Daniel F. Baker
     -------------------
Daniel F. Baker

Treasurer & CFO President

By:  /s/ Alvin Murstein
     ------------------
Alvin Murstein
CEO


By:  /s/ Daniel F. Baker
     --------------------
Daniel F. Baker

Treasurer & CFO President

By:  /s/ Alvin Murstein
     ------------------
Alvin Murstein
CEO


By:  /s/ Daniel F. Baker
     -------------------
Daniel F. Baker

Treasurer & CFO President

By:  /s/ Alvin Murstein
     ------------------
Alvin Murstein
CEO


By:  /s/ Daniel F. Baker
     -------------------
Daniel F. Baker

Treasurer & CFO President

By:  /s/ Alvin Murstein
     ------------------
Alvin Murstein
CEO


By:  /s/ Daniel F. Baker
     -------------------
Daniel F. Baker

Treasurer & CFO President

/s/ Don A. Christensen

Don A. Christensen
Associate Administrator
for Investment

By: /s/ Alvin Murstein
   ----------------------
   Name:  Alvin Murstein
   Title:  Chairman

Attested /s/ Marie Russo
        -----------------
             Secretary

          (d) Licensees (as set forth in 13 CFR (S) 107.740 (a)(2)).

     4.   Licensee's maximum permitted capital impairment percentage will
          continue to be 75% until Licensee issues new Leverage or "rolls over"
          existing Leverage.  For purposes of the new or rollover Leverage only,
          Licensee's maximum permitted capital impairment percentage will be the
          relevant percentage applicable to a Section 301 (c) Licensee under 13
          CFR (S) 107.1830 (c) (2).

     5.   Licensee may continue to treat the amount in its Restricted
          Contributed Capital Surplus Account as Regulatory Capital for purposes
          of computing its overline limitation under 13 CFR (S) 107.740 and its
          capital impairment under 13 CFR (S) 107.1840.

This letter agreement, if countersigned by Licensee, will constitute a written
agreement with SBA and any failure to comply with any of the terms hereof will
constitute nonperformance of this agreement under 13 CFR (S) 107.507(a).  Once
executed by Licensee and SBA, this letter agreement shall be in full force and
effect until such time as both parties agree in writing to its termination or
modification.

/s/ Don A. Christensen

Don A. Christensen
Associate Administrator
 for Investment

By: /s/ Alvin Murstein
   ----------------------
   Name:   Alvin Murstein
   Title:  Chairman

Attested /s/ Marie Russo
        ------------------
             Secretary

By:     /s/ Andrew Murstein
   ------------------------------
      President

By:     /s/ Ronald Stoppelmann
   ------------------------------
      President

By:     /s/ Andrew Murstein
   ------------------------------
      President

Name of Director         Fraction
----------------         --------

Stanley Kreitman           1/3
David L. Rudnick           1/3
Mario M. Cuomo             2/3
Benjamin Ward               1

                                             /s/ Arthur Andersen LLP


                                             ARTHUR ANDERSEN LLP


Boston Massachusetts


March 27, 1997

                                         /s/ Arthur Andersen LLP


                                         ARTHUR ANDERSEN LLP


Boston, Massachusetts


March 27, 1997

                                          /s/ Arthur Andersen LLP


                                          ARTHUR ANDERSEN LLP

Boston Massachusetts


March 27, 1997

                                               /s/ Arthur Andersen LLP


                                               ARTHUR ANDERSEN LLP


Boston Massachusetts


March 27, 1997

                                                 /s/ Friedman Alpren & Green LLP
                                                 Friedman Alpren & Green LLP

New York, New York


March 28, 1997