AMENDMENT NO. 1
                          TO LIMITED RECOURSE AGREEMENT

     This  Amendment  No. 1 is entered into as of June 30, 1997,  between  TRANS
LEASING INTERNATIONAL,  INC., a Delaware corporation (the "Company"),  and FIRST
UNION NATIONAL BANK OF NORTH CAROLINA ("First Union").

     The parties hereto are the parties to a Limited Recourse  Agreement,  dated
as of January 21,  1997 (the "Recourse  Agreement"),  and desire to increase the
maximum  amount that the Company  shall be required to pay or  contribute  to TL
Lease Funding Corp. IV, a Delaware  corporation,  thereunder  from $3,750,000 to
$4,250,000. All capitalized terms used herein shall have the same meanings as in
the Recourse Agreement.

     NOW  THEREFORE,   in  consideration  of  the  foregoing  premises  and  the
agreements  hereinafter set forth,  and for the good and valuable  consideration
the receipt and sufficiency of which is hereby acknowledged,  the parties hereto
agree as follows:

     1. Amendment. As of the date hereof, Recital C of the Recourse Agreement is
hereby amended by substituting the figure  $4,250,000 for the figure  $3,750,000
therein,  and the proviso in the first  paragraph  of Section 2 of the  Recourse
Agreement is hereby amended by substituting the figure $4,250,000 for the figure
$3,750,000 therein.

     2. No Further Amendment.  Except as set forth above, the Recourse Agreement
shall continue in full force and effect without modification.

     3.  Amendment to Credit  Agreement.  The Company  hereby  acknowledges  the
execution  and  delivery of Amendment  No. 1, dated as of June 30, 1997,  to the
Revolving Credit and Term Loan and Security Agreement,  dated as of December 20,
1996, each between TL Lease Funding Corp. IV and First Union,  and hereby agrees
that such  amendment  shall not affect the  obligations of the Company under the
Recourse Agreement except as provided herein.



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

                                        TRANS LEASING INTERNATIONAL, INC.

                                        By:_____________________________________
                                        Title:


                                        FIRST UNION NATIONAL BANK OF NORTH
                                          CAROLINA

                                        By:_____________________________________
                                        Title: