Exhibit 10.6


                                   HPSC, Inc.
                                 60 State Street
                        Boston, Massachusetts  02109-1803

                                                             As of  May 25, 1994

John Everets, Jr.
72 Chestnut Street
Boston, Massachusetts  02108

     Re:  First Amendment to Employment Agreement
          ---------------------------------------

Dear John:

     By unanimous resolution of the Board of Directors of HPSC, Inc. (the
"Company") adopted at a meeting held May 25, 1994, as to which resolution you
abstained from voting, the Company has agreed to amend the terms of your
employment, as set forth in that certain letter agreement dated as of July 19,
1993 between you and the Company (your "Employment Agreement"), by adding the
following new Paragraph 9 to your Employment Agreement:

     9.   The Company shall (a) indemnify you for fees and expenses
     incurred in successfully enforcing against the Company your rights
     under this Agreement, and (b) pay your expenses incurred in enforcing
     your rights under this Agreement, in advance of a final disposition of
     the action relating to such enforcement, upon receipt of your
     undertaking to repay the amount advanced if the Company prevails upon
     the final disposition of  such action.

     Pursuant to Paragraph 8 of your Employment Agreement, if you agree to the
above amendment, please sign both copies of this letter and return one copy to
the Company.

                                   Sincerely,

                                   HPSC, Inc.


                                   By: /s/ Dollie A. Cole, Director
                                       ______________________________
                                        Dollie A. Cole, Director

                                   By:  Thomas M. McDougal, Director
                                       ______________________________
                                        Thomas M. McDougal, Director


ACCEPTED:

John Everets, Jr.
__________________________________
John Everets, Jr.