CERTIFICATE OF AMENDMENT
                                       TO
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF

                        TRANS LEASING INTERNATIONAL, INC.


     Richard  Grossman and Terry A. Frey,  being the  President  and  Secretary,
respectively, of Trans Leasing International,  Inc., a corporation organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware the (the "Corporation"), do hereby certify as follows:

1.   That the Board of  Directors  of the  Corporation,  pursuant  to  unanimous
     written  consent  and in  accordance  with  Section  141(f)  and 242 of the
     General  Corporation  Law of the State of  Delaware,  adopted a  resolution
     substantially  in the form set forth below  proposing  an  amendment to the
     Restated  Certificate of Incorporation of the Corporation (the "Amendment")
     and further directed that the Amendment be submitted to the stockholders of
     the  Corporation  entitled  to vote  thereon  for their  consideration  and
     approval:

          RESOLVED,  that  Section  5 of  Article  Eight  of  the  Corporation's
     Certificate  of  Incorporation  be amended  and  restated  as follows  (the
     "Amendment"):

              "5. Expenses  (including  attorneys' fees) incurred by an officer
          or director  in  defending  any civil,  criminal,  administrative,  or
          investigative  action,  suit or proceeding shall be paid in advance of
          the final disposition of such action,  suit or proceeding upon receipt
          of an undertaking by or on behalf of such director or officer to repay
          such amount if it shall ultimately be determined that he or she is not
          entitled  to be  indemnified  by the  Company  as  authorized  in this
          Article.  Such expenses (including  attorney's fees) incurred by other
          employees and agents may be so paid upon terms and conditions, if any,
          as the board of directors deems appropriate."

2.   That the stockholders of the Corporation approved and adopted the Amendment
     in accordance with Section 242 of the General  Corporation Law of the State
     of Delaware,  by requisite affirmative vote of the stockholders entitled to
     vote  thereon at a meeting of such  stockholders  duly called and  convened
     pursuant to the laws of the State of Delaware.

IN  WITNESS  WHEREOF,  the  undersigned,   being  the  President  and  Secretary
hereinabove  named,  for the purpose of amending  the  Restated  Certificate  of
Incorporation of the Corporation  pursuant to the General Corporation Law of the
State of Delaware, under penalties of perjury do each hereby declare and certify
that this is the act and deed of the Corporation and the facts stated herein are
true, and accordingly  have hereunto signed this Certificate of Amendment to the
Restated Certificate of Incorporation this 17th day of November, 1992.

                        TRANS LEASING INTERNATIONAL, INC.


                       By:                                                  
                          Richard Grossman, President
         

ATTEST:

By:                                                  
   Terry A. Frey, Secretary