EXHIBIT 10.36

                       U.S. SMALL BUSINESS ADMINISTRATION
                             WASHINGTON, D.C. 20416


                                                          License No. 02/02-5388


Alvin Murstein
Chairman of Board of Directors
 and Chief Executive Officer
Transportation Capital Corp.
205 East 42nd Street, Suite 2020
New York, New York 10017

Dear Mr. Murstein:

We have reviewed the request recently submitted, by facsimile, by William A.
Kirk of Reid & Priest, LLP on behalf of Transportation Capital Corp.
("Licensee") for approval to amend Licensee's Articles of Incorporation.  The
amendment would allow the Licensee to invest in small businesses other than
Disadvantaged Businesses (as defined in 13 CFR (S)107.50).  It has been
determined that the amendment, as presented, is acceptable.

Prior to the filing of this amendment, with the Secretary of State's Office in
New York, the licensee is required to agree and accept the following terms and
conditions of SBA's approval of Licensee's request.  By countersigning this
letter, Licensee hereby agrees to each such term and condition.  All capitalized
terms used but not defined herein shall have the meanings assigned to such terms
in 13 CFR Part 107.

     1.   Immediately prior to making any investment in a small business other
          than a Disadvantaged Business (a "Non-Disadvantaged Business
          Financing"), Licensee must have, in its portfolio, investments in
          Disadvantaged Businesses with an aggregate cost basis at least equal
          to the sum of the following, each measured at the time of the Non-
          Disadvantaged Business Financing:

          (i)  the principal amount of Licensee's outstanding debentures on
          which SBA is still paying a portion of the interest,

          (ii)  the value of SBA's remaining Liquidating Interest (as defined in
          Licensee's 3% Preferred Stock Repurchase Agreement with SBA), and

          (iii)  the amount of any 3% preferred stock dividends not yet
          "amortized" under Licensee's 3% Preferred Stock Repurchase Agreement.

     2.   For each Non-Disadvantaged Business Financing, Licensee must prepare
          and maintain in the portfolio concern financing files, a supplemental
          worksheet demonstrating Licensee's compliance with Item #1 above.

 
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     3.   Each Non-Disadvantaged Business Financing by Licensee will be subject
          to the 20% overline limitation applicable to financings by Section 301
          (c) Licensees (as set forth in 13 CFR (S) 107.740 (a)(1)). Each
          financing of a Disadvantaged Business by Licensee will be subject to
          the 30% overline limitation applicable to financings by Section 301
          (d) Licensees (as set forth in 13 CFR (S) 107.740 (a)(2)).

     4.   Licensee's maximum permitted capital impairment percentage will
          continue to be 75% until Licensee issues new Leverage or "rolls over"
          existing Leverage.  For purposes of the new or rollover Leverage only,
          Licensee's maximum permitted capital impairment percentage will be the
          relevant percentage applicable to a Section 301 (c) Licensee under 13
          CFR (S) 107.1830 (c) (2).

     5.   Licensee may continue to treat the amount in its Restricted
          Contributed Capital Surplus Account as Regulatory Capital for purposes
          of computing its overline limitation under 13 CFR (S) 107.740 and its
          capital impairment under 13 CFR (S) 107.1840.

This letter agreement, if countersigned by Licensee, will constitute a written
agreement with SBA and any failure to comply with any of the terms hereof will
constitute nonperformance of this agreement under 13 CFR (S) 107.507(a).  Once
executed by Licensee and SBA, this letter agreement shall be in full force and
effect until such time as both parties agree in writing to its termination or
modification.

Please indicate your approval and acceptance of this letter agreement by having
an authorized officer execute both copies of this letter, affix the corporate
seal, and return both copies to SBA.  A signed copy will be returned to you.
Upon receipt of the signed copy, Licensee may file the amendment with the
appropriate State office and may begin making Non-Disadvantaged Business
Financings in accordance with this letter agreement.  Licensee should submit a
certified copy of the filed amendment to SBA.

Sincerely,

/s/ Don A. Christensen

Don A. Christensen
Associate Administrator
 for Investment

Enclosure

 
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Approved and accepted this 21 day of February, 1997.

                              Transportation Capital Corp.


                              By: /s/ Alvin Murstein
                                 ----------------------
                                 Name:   Alvin Murstein
                                 Title:  Chairman


Corporate Seal

Attested /s/ Marie Russo
        ------------------
             Secretary

cc:  Daniel F. Baker
     Treasurer and Chief Financial Officer