TRANS LEASING INTERNATIONAL, INC.


                     1996 STOCK OPTION PLAN

     1.   Plan.  Options to purchase shares of the Company's
Common Stock may be granted to such directors and key employees
of the Company (and its Subsidiaries, if any) as may be selected
by the Compensation Committee of the Board of Directors or
another committee appointed by the Board to administer the Plan
(the "Committee").

     2.   Limitation on Aggregate Shares.  The number of shares
of Common Stock with respect to which options may be granted
under this Plan and which may be issued upon the exercise thereof
shall not exceed, in the aggregate, 1,000,000 shares; provided,
however, that if any options expire unexercised or are cancelled,
terminated or forfeited in any manner without the issuance of
Common Stock or benefit therefrom, the shares with respect to
which such options were granted shall again be available for
grant under this Plan.  Such 1,000,000 shares of Common Stock may
be either authorized and unissued shares, treasury shares, or a
combination thereof, as the Committee shall determine.
Notwithstanding anything herein to the contrary no participant
may be granted in the aggregate in any year options relating to
in excess of 200,000 shares of Common Stock.  In the event of any
stock split or similar change in the Common Stock, the number of
shares of Common Stock referenced in this paragraph shall
automatically be adjusted proportionately.

     3.   Options.  Options to be granted under this Plan may be
incentive stock options (within the meaning of Section 422 of the
Code), if granted to employees, or in such other form, consistent
with this Plan, as the Committee may determine.  Subject to the
terms of this Plan, the Committee shall determine and designate
the recipients of options, the dates options are granted, the
number of shares of Common Stock subject to option, the option
prices, and the duration of options.  No option granted under
this Plan which states that it is an incentive stock option
shall, together with all other incentive stock options granted to
the same person, cover shares of Common Stock having a fair
market value greater than permitted under Section 422(d) of the
Code (or any successor provision).  Options granted under this
Plan shall be subject to such terms and conditions and evidenced
by agreements in such form as shall be determined from time to
time by the Committee and shall in any event be subject to the
terms and conditions set forth below and in paragraph 4:

          (a)  Option Price.  The option price per share of
Common Stock shall be fixed by the Committee at not less than
100% of the Fair Market Value of a share of Common Stock on the
date of grant.  However, in the case of an option granted to any
person owning 10 percent or more of the Common Stock of the
Company, the option price fixed by the Committee shall not be
less than 110 percent of the Fair Market Value of a share of
Common Stock on the date of grant.

          (b)  Term of Options.  Except as otherwise provided in
paragraph 5, no option shall be exercisable more than five years
after the date of grant.


(c)  Exercise of Options.  Options shall be exercised
by written notice to the Company (to the attention of the
Corporate Secretary) accompanied by payment in full of the option
price.  Unless otherwise specified in the applicable option
agreement, payment of the option price may be made (i) in cash
(including check, bank draft, or money order), (ii) by delivery
of Common Stock, including the withholding from issuance of
Common Stock issuable upon the exercise of such option, in each
case valued at the Exchange Value thereof on the date of
exercise, (iii) with the approval of the Committee, by delivery
of the optionee's promissory note (provided that at least the par
value of the Shares as to which exercise is made shall be paid in
cash), or (iv) by delivery of a combination of the items set
forth in clauses (i) through (iii).

     4.   Additional Provisions.

          (a)  Conditions and Limitations on Exercise.  Options
may be made exercisable in one or more installments, upon the
happening of certain events, upon the passage of a specified
period of time, or upon the fulfillment of a condition, as the
Committee shall decide in each case when the option is granted.
Unless specifically provided in an option agreement, the
exercisability of options shall not accelerate upon a change in
control of the Company.

          (b)  Termination of Employment.  Any option shall be
exercisable only during the period of the holder's service as a
director of or employment by the Company or a Subsidiary, except
that in the Committee's discretion an option may be exercisable
for a period of up to two years after retirement or death while a
director or employee of the Company or a Subsidiary, and up to
three months after the termination of such directorship or
employment for any other reason.  An option may be exercised
after the termination of a holders' directorship or employment
with the Company or a Subsidiary (i) only to the extent the
holder was entitled to do so on the date of termination (except
that the Committee may in its discretion include in any option an
acceleration of such option in the event of the holder's death or
retirement), and (ii) only to the extent that the option would
not have expired had the holder continued to serve as a director
of or be employed by the Company or a Subsidiary (except that the
Committee may, in its discretion, permit an option to be
exercisable within three months after a holder's death where the
holder died prior to its expiration).  The Committee may, in its
discretion, determine that an authorized leave of absence shall
be deemed to satisfy this Plan's employment/service requirements.

          (c)  Listing, Registration and Compliance With Laws and
Regulations

          (i)  Each option shall be subject to the requirement
     that if at any time the Committee shall determine, in its
     discretion, that the listing, registration, or qualification
     of the shares subject to the option upon any securities
     exchange or under any state or federal securities or other
     law or regulation, or the consent or approval of any
     governmental regulatory body, is necessary as a condition to
     or in connection with the exercising of such option, no such
     option may be exercised, in whole or in part, unless such
     listing, registration, qualification, consent or approval
     shall have been effected or obtained, and the holder of the
     option will supply the Company with such certificates,
     representations, and information as the Company shall
     reasonably request and shall otherwise cooperate with the
     Company in obtaining such listing, registration,
     qualification, consent or approval.  In the case of officers
     and other persons subject to Section 16(b) of the Exchange
     Act, the Committee may at any time impose any limitations
     upon the exercise of an option or the transfer of any Common
     Stock received upon the exercise of an option which, in the
     Committee's discretion, are necessary in order to comply
     with Section 16(b) of the Exchange Act and the rules and
     regulations thereunder.
     
          (ii) Notwithstanding the terms of this paragraph 4(c),
     no holder of any option shall have the right to require the
     Company to register, list or qualify said option or any of
     the stock underlying such option.
     
          (d)  Cash Payments.  Options which are not incentive
stock options (as defined in Section 422 of the Code) may, in the
Committee's discretion, provide that the holder thereof, promptly
after computation thereof, will receive a cash payment equal to
the excess of the Fair Market Value of a share of Common Stock
(on the date the holder recognizes taxable income) over the
option price multiplied by the number of shares as to which the
option is exercised.

          (e)  Nontransferability.  Options may not be
transferred other than by will or the laws of descent and
distribution and, during the lifetime of the person to whom they
are granted, may be exercised only by such person (or his
guardian or legal representative).

          (f)  Adjustment for Change in Common Stock.  In order
to prevent the dilution or enlargement of rights under options in
the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation or
other change in the Common Stock, the Committee shall make
appropriate changes in the number and type of shares authorized
by this Plan and the number and type of shares covered by,
outstanding options and the prices specified therein.


          (g)  Taxes.  The Company shall be entitled, if
necessary to withhold (or secure payment from the Plan
participant in lieu of withholding) the amount of any withholding
or other tax due with respect to the participant in connection
with shares issuable under this Plan, and the Company may defer
such issuance unless indemnified to its satisfaction.

     5.   Administration.  The Committee shall have full power to
construe and interpret this Plan and options granted under this
Plan, to establish and amend rules for its administration, to
grant options under this Plan and to correct any defect or
omission or reconcile any inconsistency in this Plan or in any
option to the extent the Committee deems necessary to carry this
Plan or any option into effect.  The Committee may, with the
consent of the person entitled to exercise any outstanding
option, amend such option, including reducing the exercise price
of any option to not less than the Fair Market Value of the
Common Stock at the time of the amendment and extending the
duration thereof so long as it is not more than five years from
the time of the amendment.

     The Committee may act by a majority of a quorum present at a
meeting or by an instrument executed by all of its members.  All
actions taken and decisions made by the Board of Directors or the
Committee pursuant to this Plan shall be binding and conclusive
on all persons interested in this Plan.  The Committee may from
time to time authorize the Chairman of the Board, the Chief
Executive Officer or the President of the Company to determine
the dates on which options shall be granted to persons designated
by the Committee for such number of shares as the Committee shall
have designated, at prices determined by or in a manner specified
by the Committee.


     6.   Definitions.  "Common Stock" means shares of the Common
Stock, par value $.0l per share, of the Company, or such other
shares as are substituted pursuant to paragraph 4(f).  The
"Company" means Trans Leasing International, Inc.  "Subsidiary"
means any corporation in which the Company owns, directly or
indirectly, stock possessing 50% or more of the total combined
voting power.  The "Fair Market Value" of the Common Stock on any
given date means (a) the last sale price reported on such date on
the New York Stock Exchange-Composite Transactions Tape (or, if
not so reported, on any domestic stock exchanges on which the
Common Stock is then listed); or (b) if the Common Stock is not
listed on any domestic stock exchange, the last sale price
reported on such date on the National Association of Securities
Dealers Automated Quotation System (or, if not so reported, by
the system then regarded as the most reliable source of such
prices); or (c) if the Common Stock is listed on a domestic
exchange or quoted in the domestic over-the-counter market, but
there are no reported sales on the given date, the value
determined pursuant to (a) or (b) above using the reported sale
prices on the last previous date on which so reported; or (d) if
none of the foregoing clauses apply, the fair value as determined
in good faith by the Board of Directors or the Committee.
"Exchange Value" of the Common Stock on any date means the
highest Fair Market Value as of any date in the period beginning
30 days prior to such date and ending on such date.  The "Code"
means the Internal Revenue Code of 1986, as amended from time to
time or any successor statute thereto.  The "Exchange Act" means
the Securities Exchange Act of 1934, as amended from time to time
or any successor statute thereto.  The "Plan" shall mean this
1996 Stock Option Plan of Trans Leasing International, Inc., as
amended from time to time.

     7.   Termination and Amendment.  The Board of Directors or
the Committee at any time may suspend or terminate this Plan and
make such additions or amendments as it deems advisable under
this Plan, except that they may not, without further approval by
the Company's stockholders, (a) increase the maximum number of
shares as to which options may be granted under this Plan, except
pursuant to paragraph 4(f) above, (b) extend the term of this
Plan, (c) change the method of determining the minimum price
specified in an option pursuant to paragraphs 3(a), except
pursuant to paragraphs 4(f) and 5, or (d) change the class of
participants to whom options may be granted under this Plan.  No
options shall be granted hereunder after November 6, 2006.