JSO\29833-10\162.1
                              -  -

                           AMENDMENT

          This  Amendment  (AAmendment@) is entered  into  as  of
December  30,  1996, by and between Trans Leasing  International,
Inc.  (the  ACompany@)  and Massachusetts Mutual  Life  Insurance
Company (the AHolder@).

                          WITNESSETH:

          WHEREAS, The Company and the Holder are parties to that
certain  Amended and Restated Note Agreement dated as of November
30,  1994,  Re:  Note Agreement dated as of  June  15,  1992  and
$10,000,000  13.40%  Subordinated Notes Due June  30,  1999  (the
AAgreement@); and

          WHEREAS, the Company and the Holder desire to amend the
Agreement   in   certain   respects  as  more   fully   described
hereinafter;

          NOW, THEREFORE, in consideration of the premises herein
contained,  and for good and valuable consideration, the  receipt
and  sufficiency  of which are hereby acknowledged,  the  parties
hereto hereby agree as follows:

          SECT65535ON 1. Defined Terms.  Capitalized  terms  used
herein  and not otherwise defined herein shall have the  meanings
attributed to such terms in the Agreement.

          SECT65535ON  2. Amendments.  (a)  Section  2.3  of  the
Agreement  is  hereby  amended  by  deleting  the  definition  of
AGrossman  Group@  in  its entirety and inserting  the  following
therefor:

          A>Grossman Group= shall mean the estate of Richard
     Grossman,  the beneficiaries of such estate,  Larry  S.
     Grossman, his spouse and lineal descendants, and trusts
     established for the benefit of such Persons and estates
     of such Persons.@

          (b)  Section 2.3 of the Agreement is hereby amended  by
deleting the first paragraph of the definition of APut Event@  in
its entirety and inserting the following therefor:

          A>Put Event= means any event by which the Grossman
     Group  shall fail to own legally and beneficially  with
     full  voting power at least 30% of the Voting Stock  of
     the Company, unless 51% or more of the Voting Stock  of
     the  Company  is  owned  by a corporation  having  debt
     obligations  rated  A  or  better  by  at   least   two
     nationally  recognized credit rating agencies,  one  of
     which shall be either S&P or Moody=s.@

          SECT65535ON  3.  Effective Date.  This Amendment  shall
become  effective  as  of  the  date  first  above  written  (the
AEffective Date@) upon receipt by the Company of counterparts  of
this Amendment executed by the Company and the Holder.

          SECT65535ON 4. Ratification.  The Agreement, as amended
hereby,  shall  remain  in full force and effect  and  is  hereby
ratified, approved and confirmed in all respects.

          SECT65535ON 5. Reference to Agreement.  From and  after
the  Effective  Date, each reference in the  Agreement  to  Athis
Agreement,@ Ahereof@ or Ahereunder@ or words of like import,  and
all  references  to  the  Agreement in any  and  all  agreements,
instruments, documents, notes, certificates and other writings of
every  kind and nature shall be deemed to mean the Agreement,  as
amended by this Amendment.

          SECT65535ON 6. Governing Law.  This Amendment shall  be
governed by and construed in accordance with Illinois law.

          SECT65535ON  7.  Counterparts.  This Amendment  may  be
executed  in any number of counterparts and by different  parties
hereto  on separate counterparts, each of which when so  executed
shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument.

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


                                   
                                   TRANS  LEASING  INTERNATIONAL,
                                   INC.
                                   
                                   
                                   By:  /s/ Norman Smagley
                                   Title:   Vice   President    -
                                   Finance
                                   
                                   
                                   
                                   MASSACHUSETTS   MUTUAL    LIFE
                                   INSURANCE COMPANY
                                   
                                   
                                   By:  /s/ John B. Joyce
                                   Title: Managing Director