104


                                        April xx, 1996


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


    Re:  Equipment Leasing Corporation of America Offering of $50,000,000 in 
         Demand and Fixed Rate 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 April xx, 1996, which is filed as 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.