121


                                        August xx, 1996


Kenneth S. Shapiro, President
Welco Securities, Inc.
One Belmont Avenue, Suite 105
Bala Cynwyd, PA  19004


    Re:  Walnut Equipment Leasing Co., Inc. 
         Offering of $40,000,000 in Senior Thrift Certificates


Dear Mr. Shapiro:

    This letter will serve to confirm our engagement as a "qualified 
independent underwriter" as that term is defined in Sections 2(o) (1) - (7) of 
Schedule E to the NASD by-laws, as amended ("Schedule E").

    Based upon our review of the registration statement, and the performance of 
"due diligence" as required in Section 3 (c) (1) to Schedule E, it appears that 
the yields on the Certificates (which are based upon the computation set forth 
in exhibit A to the Agreement to Act as "Qualified Independent Underwriter" 
dated August xx, 1996, which is filed as an Exhibit to the registration 
statement referred to hereafter,) being offered as of the date hereof as set 
forth on Exhibit B, also attached thereto, are no lower than those which we 
would recommend.

    We hereby consent to the use of our name as a "qualified independent 
underwriter," in the Registration Statement (SEC File No. 333-xxxxx).

                                        Very truly yours,

                                        J.E. Liss & Company, Inc.



                                        By:-------------------------
                                           Jerome E. Liss, President


cc: National Association of Securities Dealers, Inc.