AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1998.

REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------

BOYLE LEASING TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------

MASSACHUSETTS 6159 04-2962824
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION NUMBER) IDENTIFICATION NUMBER)

------------------------

950 WINTER STREET
WALTHAM, MASSACHUSETTS 02154
(781) 890-0177
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

PETER R. BLEYLEBEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BOYLE LEASING TECHNOLOGIES, INC.
950 WINTER STREET, SUITE 41000
WALTHAM, MASSACHUSETTS 02154
(781) 890-0177
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:

LAURA N. WILKINSON, ESQ. JOHN W. WHITE, ESQ.
EDWARDS & ANGELL, LLP CRAVATH, SWAINE & MOORE
ONE BANKBOSTON PLAZA WORLDWIDE PLAZA
PROVIDENCE, RHODE ISLAND 02903 825 EIGHTH AVENUE
(401) 274-9200 NEW YORK, NEW YORK 10019
(212) 474-1000

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
------------------------

CALCULATION OF REGISTRATION FEE

======================================================================================================================
PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE(2)
- ----------------------------------------------------------------------------------------------------------------------

Common Stock, par value $.01 per share...................... $57,500,000 $16,963
======================================================================================================================

(1) Estimated in accordance with Rule 457(o) of the Securities Act, assuming
exercise of the Underwriters' over-allotment option.
(2) Registration fee calculated on the basis of $295 per $1,000,000 or fraction
thereof of the proposed maximum offering price.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
2

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION, DATED , 1998
PROSPECTUS
SHARES

[LOGO]

BOYLE LEASING TECHNOLOGIES, INC.
COMMON STOCK
------------------

Of the shares of Common Stock, par value $.01 per share (the
"Common Stock"), of Boyle Leasing Technologies, Inc. (the "Company") being
offered hereby (the "Offering"), shares are being sold by the Company
and shares are being sold by the Selling Stockholders (as defined).
See "Selling Stockholders." The Company will not receive any of the proceeds
from the sale of shares by the Selling Stockholders.

Prior to the Offering, there has not been a public market for the Common
Stock. It is currently estimated that the initial public offering price will be
between $ and $ per share. See "Underwriting" for information
relating to the factors considered in determining the initial public offering
price. Application will be made to have the Common Stock listed on The New York
Stock Exchange ("NYSE") under the symbol " ."
------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

==================================================================================================================
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDERS(2)
- ------------------------------------------------------------------------------------------------------------------

Per Share $ $ $ $
- ------------------------------------------------------------------------------------------------------------------
Total (3) $ $ $ $
==================================================================================================================

(1) For information regarding indemnification of the Underwriters, see
"Underwriting."

(2) Before deducting expenses estimated at $ payable by the Company.

(3) The Selling Stockholders have granted the Underwriters a 30-day option
to purchase up to additional shares of Common Stock solely to
cover over-allotments, if any. See "Underwriting." If such option is
exercised in full, the total Price to Public, Underwriting Discounts and
Commissions, and Proceeds to Selling Stockholders will be $ ,
$ and $ , respectively.
------------------

The shares of Common Stock are being offered by the several Underwriters
named herein, subject to prior sale, when, as and if accepted by them and
subject to certain conditions. It is expected that certificates for the shares
of Common Stock offered hereby will be available for delivery on or about
, 1998 at the office of Smith Barney Inc., 333 West 34th
Street, New York, New York 10001.
------------------
SALOMON SMITH BARNEY PIPER JAFFRAY INC.
, 1998
3

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT, ENTERING STABILIZING BIDS, EFFECTING SYNDICATE
COVERING TRANSACTIONS AND IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."
2
4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and financial statements,
including the notes thereto, appearing elsewhere in this prospectus. In
particular, prospective purchasers of shares of Common Stock offered hereby
should carefully consider the factors set forth under "Risk Factors." Unless
otherwise specified, the information in this Prospectus (i) assumes that the
Underwriters do not exercise the over-allotment option described herein under
"Underwriting" and (ii) gives effect to a 10-for-1 stock split (the "Stock
Split") of the Common Stock effected on June 16, 1997. Unless otherwise
indicated or the context requires otherwise, references in this Prospectus to
the "Company" mean Boyle Leasing Technologies, Inc. and its consolidated
subsidiaries.

THE COMPANY

The Company, which operates primarily through its wholly-owned subsidiary,
Leasecomm Corporation, is a specialized commercial finance company that leases
and rents "microticket" equipment and provides other financing services in
amounts generally ranging from $900 to $2,500, with an average amount financed
of approximately $1,400 and an average lease term of 45 months. The Company
pioneered the use of proprietary software in developing a sophisticated,
risk-adjusted pricing model and automating its credit approval and collection
systems, including a fully-automated Internet-based application, credit scoring
and approval process. This has enabled the Company to better service its dealer
network, to develop economies of scale in originating and servicing over 200,000
leases, contracts and loans and to operate on a nationwide basis in a
historically fragmented market. The majority of the Company's leases are
currently for authorization systems for point-of-sale card-based payments, by,
for example, debit, credit and charge cards ("POS authorization systems"). The
Company continues to develop other product lines, including leasing other
commercial products and acquiring payment streams from residential security
monitoring contracts ("service contracts").

The Company targets owner-operated or other small commercial enterprises,
with little business credit history and limited or poor personal credit history
at the owner level. The Company provides a convenient source of financing to
these lessees who may have few other sources of credit. The Company primarily
leases and rents low-priced commercial equipment with limited residual value
which is used by these lessees in their daily operations. The Company does not
market its services directly to lessees, but sources leasing transactions
through a nationwide network of over 1,100 independent sales organizations and
other dealer-based origination networks ("Dealers"). The Company's ability to
approve applications quickly for a wide range of credit profiles facilitates
Dealer sales, thereby enhancing the Company's relationships with its Dealers.

The Company commenced operations in 1986 and has been profitable every year
since 1987. At March 31, 1998, the Company's gross investment in leases and
loans (as defined herein) totaled $262.2 million. The Company's investment grew
at a compounded annual rate of 34.5% from December 31, 1992 to March 31, 1998.
The Company generated revenues and net income of $68.2 million and $7.7 million
in 1997, increases of 22.7% and 50.6%, respectively, over those amounts in 1996.
Revenues and net income for the first quarter of 1998 totaled $18.1 million and
$3.1 million, increases of 11.7% and 70.3%, respectively, over the first quarter
of 1997.

The Company capitalizes on its unique understanding of its lessees,
underwriting higher risk credits with a multi-dimensional credit scoring model
that generates risk-adjusted pricing. Additionally, the Company maintains a
disciplined and persistent approach to collections which enables the Company to
collect delinquent amounts that it believes its competitors often would not
pursue due to the perceived high costs of collecting relatively small monthly
payments against equipment with low resale value. In each of these areas, the
Company has focused on the application of technology to execute its operating
strategy by designing proprietary software and systems to operate its business
and achieve economies of scale.

3
5

STRATEGY

The Company's goal is to continue to significantly expand its business
through internal growth, diversification of product offerings and selective
acquisitions of lease portfolios and leasing companies, while maintaining or
improving current levels of profitability. The principal strategies to achieve
this goal include:

Utilizing and Enhancing its Advanced Technology and Servicing
Capabilities. The Company's business is operationally intensive, due in part to
the small average amount financed. Accordingly, technology and automated
processes are critical in keeping origination and servicing costs to a minimum,
while at the same time providing quality customer service. Management believes
that its proprietary data processing system efficiently manages the high volume
of information associated with originating and servicing its leases and other
financing products on a nationwide basis. The Company believes this system has
excess capacity which it believes will decrease the Company's servicing costs
per lease, contract and loan as volumes increase. The Company intends to
continue enhancing its proprietary data processing system in order to ensure
that its systems can be efficiently utilized for new products as its portfolio
grows.

Employing Multi-Dimensional Credit Scoring. The Company has used its
proprietary software to develop a multi-dimensional credit scoring model which
generates pricing of its leases, contracts and loans commensurate with the risk
assumed, enabling it to underwrite a broad range of credit risks. By analyzing
both the quality and amount of credit history available with respect to both
obligors and Dealers, the Company improves its ability to assess credit risk.

Emphasizing Service to Dealers. The Company has developed value-added
services that facilitate the sales of products by its Dealers and differentiate
the Company from its competitors. These value-added services include fast
responses to applications, consistent underwriting, quick and reliable funding
following application approval and identifiable and dedicated support.

Efficient Collections. The Company's technology and its disciplined and
persistent approach to collections enable it to collect delinquent amounts, even
several years after the account originally became delinquent. The Company
believes that, as a result of the small payments associated with microticket
transactions, the credit performance of its customers is driven by factors
beyond merely an ability to pay. Therefore, it is the Company's policy to pursue
virtually all delinquent accounts in a lawful, reasonable and timely fashion and
in many instances, to recover amounts due under the Company's leases, contracts
and loans through litigation. The Company maintains a highly structured,
well-defined and automated system that enables a minimum number of personnel to
maximize the collection of payments owed by delinquent obligors.

Seeking to Develop New Products and Markets. The Company continues to seek
new product lines to which it can successfully apply its operating strategy,
both in the microticket market and, more recently, in the lower end of the
small-ticket market. The Company originates leases for products that typically
have limited distribution channels and high selling costs. The Company
facilitates sales of such products by making them available to Dealers'
customers for a small monthly lease payment rather than a high initial purchase
price. The Company believes that it can leverage the competitive advantage it
has in its current markets to products with similar characteristics. The Company
intends to intensify its marketing effort, including increasing national
awareness of the Leasecomm brand name, as part of its strategy to develop new
product lines.

Expanding its Business through Selective Acquisitions. The Company intends
to pursue selective acquisitions of microticket and small-ticket leasing
companies and lease portfolios where the Company believes it can gain access to
an expanded Dealer base and successfully apply its operating strategy, and where
such companies or portfolios can be acquired on attractive terms. In particular,
the Company seeks to acquire lease portfolios which will expand product lines
and ultimately provide a source of additional lease originations or lease
portfolios. The Company presently is not negotiating, nor does it have any
agreements or understandings to make, any such acquisitions.

4
6

SELLING STOCKHOLDERS

The stockholders listed in the table set forth under "Selling Stockholders"
(the "Selling Stockholders") currently own in the aggregate 3,898,467 shares of
Common Stock of the Company. The Selling Stockholders intend to sell
shares of Common Stock in the aggregate ( shares of
Common Stock if the Underwriters' over-allotment option is exercised in full).
See "Selling Stockholders."

THE OFFERING

Common Stock offered by the Company................ shares
Common Stock offered by the Selling Stockholders... shares
Total Offering..................................... shares
Common Stock to be outstanding after the
Offering......................................... shares(1)(2)
Use of Proceeds.................................... The net proceeds of the Offering will be used to
repay a portion of the Company's outstanding
subordinated debt ("Subordinated Debt") and
revolving credit and term loan facilities
("Credit Facilities"), for general corporate
purposes and for potential acquisitions. See
"Use of Proceeds."
Common Stock NYSE symbol...........................

- ---------------
(1) Excludes an aggregate of 88,482 shares of Common Stock reserved for issuance
upon exercise of outstanding stock options at exercise prices of $1.275 and
$3.90, outstanding as of March 31, 1998, 241 of which were subject to
options which are exercisable within 60 days of the date of this Prospectus.
See "Management -- Stock Option Plans" and "Description of Capital Stock."

(2) Does not include up to shares of Common Stock to be sold by the
Selling Stockholders pursuant to the Underwriters' over-allotment option.

RISK FACTORS

See "Risk Factors" beginning on page 8 for a discussion of certain factors
that should be considered by prospective purchasers of the Common Stock offered
hereby.

5
7

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

The following table presents summary consolidated financial and operating
data of the Company and its subsidiaries as of and for each of the years in the
five-year period ended December 31, 1997 and as of and for the three months
ended March 31, 1997 and 1998. The summary consolidated financial and certain
other data as of December 31, 1993, 1994, 1995, 1996 and 1997, and for each of
the years in the five-year period ended December 31, 1997, have been derived
from consolidated financial statements audited by Coopers & Lybrand L.L.P.,
independent accountants. The Company's summary consolidated financial and
operating data as of March 31, 1998 and for the three months ended March 31,
1997 and 1998, are based on the Company's unaudited consolidated financial
statements which include all adjustments that, in the opinion of the Company's
management, are necessary for a fair presentation of the results at such dates
and for such respective interim periods. The results of operations for the three
months ended March 31, 1998 are not necessarily indicative of the results
expected for fiscal year 1998 or any interim period. The as adjusted balance
sheet data assume that the issuance and sale of shares of Common Stock offered
hereby by the Company at $ per share and the application of the net
proceeds therefrom as described in "Use of Proceeds" occurred on March 31, 1998.
The summary consolidated financial and operating data set forth below should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the consolidated financial statements
of the Company and related notes thereto included elsewhere herein.

THREE MONTHS
ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
----------------------------------------------- -----------------
1993 1994 1995 1996 1997 1997 1998
INCOME STATEMENT DATA: ---- ---- ---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)

REVENUES
Income on financing leases and loans................ $10,840 $15,949 $27,011 $38,654 $45,634 $11,089 $11,510
Income on service contracts(1)...................... -- -- -- 6 501 4 288
Rental income....................................... 1,329 2,058 3,688 8,250 10,809 2,593 3,365
Fee income(2)....................................... 2,576 3,840 5,446 8,675 11,236 2,512 2,926
Total revenues.................................... 14,745 21,847 36,145 55,585 68,180 16,198 18,089
EXPENSES
Selling, general and administrative................. 2,689 4,975 8,485 14,073 17,252 3,515 4,281
Provision for credit losses......................... 5,753 8,179 13,388 19,822(3) 21,713(3) 6,017 4,575
Depreciation and amortization....................... 602 827 1,503 2,981 3,787 863 1,177
Interest............................................ 3,598 5,009 8,560 10,163 11,890 2,709 2,820
------- ------- ------- ------- ------- ------- -------
Total expenses.................................... 12,642 18,990 31,936 47,039 54,642 13,104 12,853
------- ------- ------- ------- ------- ------- -------
INCOME BEFORE PROVISION FOR INCOME TAXES.............. 2,103 2,857 4,209 8,546 13,538 3,094 5,236
NET INCOME............................................ 1,326(4) 1,643 2,524 5,080 7,652 1,827 3,111
NET INCOME PER COMMON SHARE(5)........................ 0.53 0.66 0.69 1.05 1.56 0.37 0.63
DIVIDENDS PER COMMON SHARE............................ -- -- 0.12 0.19 0.23 0.05 0.06

DECEMBER 31, MARCH 31,
---------------------------------------------------- -------------------
1998 AS
1993 1994 1995 1996 1997 1998 ADJUSTED
BALANCE SHEET DATA: ---- ---- ---- ---- ---- ---- --------
(DOLLARS IN THOUSANDS) (UNAUDITED)

Gross investment in leases and loans(6)........ $ 69,561 $115,286 $189,698 $247,633 $258,230 $262,245 $262,245
Unearned income................................ (19,952) (33,807) (60,265) (76,951) (73,060) (72,299) (72,299)
Allowance for credit losses.................... (4,778) (7,992) (15,952) (23,826) (26,319) (27,475) (27,475)
Investment in service contracts(1)............. -- -- -- -- 2,145 3,702 3,702
Total assets............................... 50,810 83,484 126,479 170,192 179,701 183,198
Notes payable.................................. 37,747 57,594 94,900 116,202 116,830 114,791
Subordinated notes payable..................... 5,394 13,436 13,170 27,006 26,382 27,391
Total liabilities.......................... 45,041 77,651 118,567 158,013 160,935 161,609
Stockholders' equity....................... 5,769 5,833 7,912 12,179 18,766 21,589

6
8

THREE MONTHS
YEARS ENDED DECEMBER 31, ENDED MARCH 31,
-------------------------------------------------------- -------------------
1993 1994 1995 1996 1997 1997 1998
OTHER DATA: ---- ---- ---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS, EXCEPT STATISTICAL DATA) (UNAUDITED)

Operating Data:
Total leases and loans
originated(7).................. $ 42,760 $ 81,726 $129,873 $143,855 $126,542 $ 28,697 $ 29,371
Total service contracts
acquired(8).................... -- -- 4,427 2,445 2,972 208 1,846
Dealer fundings(9)............... 26,232 52,762 76,500 73,886 78,193 17,362 21,283
Average yield on leases and
loans.......................... 30.4% 30.5% 32.2% 40.1% 37.1% 36.1% 41.6%
Cash flows from (used in):
Operating activities............. $ 17,660 $ 26,288 $ 41,959 $ 60,104 $ 77,393 $ 15,100 $ 21,300
Investing activities............. (26,182) (51,528) (76,353) (86,682) (80,127) (17,857) (21,781)
Financing activities............. 9,502 27,803 36,155 33,711 (1,789) (1,918) (1,390)
-------- -------- -------- -------- -------- -------- --------
Total.......................... 980 2,563 1,761 7,133 (4,523) (4,675) (1,871)
Selected Ratios:
Return on average assets(10)..... 2.96% 2.45% 2.40% 3.42% 4.37% 4.31% 6.86%
Return on average stockholders'
equity(10)..................... 29.81 28.32 36.73 50.57 49.46 55.75 61.67
Operating margin(11)............. 53.28 50.51 48.68 51.04 51.70 56.25 54.24
Credit Quality Statistics:
Net charge-offs.................. $ 4,033 $ 4,961 $ 5,428 $ 11,948(12) $ 19,220(12) $ 4,805 $ 3,376
Net charge-offs as a percentage of
average gross
investment(10)(13)............. 6.46% 5.37% 3.56% 5.46%(12) 7.57%(12) 7.64% 5.13%
Provision for credit losses as a
percentage of average gross
investment(10)(14)............. 9.21 8.85 8.78 9.07 8.55 9.57 6.95
Allowance for credit losses as a
percentage of gross
investment(15)................. 6.87 6.93 8.41 9.62 10.19 11.45 10.48

- ---------------
(1) The Company began acquiring fixed term service contracts in 1995. Until
December 1996, the Company treated these fixed-term contracts as leases for
accounting purposes. Accordingly, income from these service contracts is
included in income on financing leases and loans for all periods prior to
December 1996 and investments in service contracts were recorded as
receivables due in installments on the balance sheet at December 31, 1995
and 1996. Beginning in December 1996, the Company began acquiring
month-to-month service contracts, the income from which is included as a
separate category in the Consolidated Statements of Operations and the
investment in which are recorded separately on the balance sheet.
(2) Includes loss and damage waiver fees and service fees.
(3) The provision for 1996 includes a $5.0 million resulting from an
acceleration of the charge-off periods to better reflect the
characteristics of the Company's delinquent accounts and collection
effects. The provision for 1997 includes a one-time write-off of
securitized receivables of $9.5 million and $5.0 million in write-offs of
satellite television equipment receivables.
(4) 1993 excludes a $1.3 million cumulative increase in net income as a result
of the Company's adoption of Statement of Financial Accounting Standards
No. 109 (Accounting for Income Taxes). Prior to 1993, the Company accounted
for income taxes under the deferred method.
(5) Net income per common share is calculated based on weighted average common
shares outstanding of 2,498,472, 2,501,507, 3,676,094, 4,841,425,
4,896,570, 4,887,818 and 4,899,911 for the years ended December 31, 1993,
1994, 1995, 1996 and 1997 and the three months ended March 31, 1997 and
1998, respectively.
(6) Consists of receivables due in installments, estimated residual value, and
loans receivable.
(7) Represents the amount paid to Dealers upon funding of leases and loans plus
the associated unearned income.
(8) Represents the amount paid to Dealers upon the acquisition of service
contracts, including both non-cancelable service contracts and
month-to-month service contracts.
(9) Represents the amount paid to Dealers upon funding of leases, contracts and
loans.
(10) Quarterly amounts are annualized.
(11) Represents income before provision for income taxes and provision for
credit losses as a percentage of total revenues.
(12) Charge-offs in 1996 and 1997 were higher due to write-offs related to
satellite television equipment receivables and an acceleration of the
charge-off periods to better reflect the characteristics of the Company's
delinquent accounts and collection efforts. See "Business -- Exposure to
Credit Losses."
(13) Represents net charge-offs as a percentage of average gross investment in
leases and loans and investment in service contracts.
(14) Represents provision for credit losses as a percentage of average gross
investment in leases and loans and investment in service contracts.
(15) Represents allowance for credit losses as a percentage of gross investment
in leases and loans and investment in service contracts.

7
9

RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully by prospective investors in evaluating
the Company and its business before purchasing shares of the Common Stock
offered hereby. Except for historical information contained herein, this
Prospectus contains forward-looking statements that involve risks and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this Prospectus
should be read as being applicable to all related forward-looking statements
wherever they appear in this Prospectus. The Company's actual results could
differ materially from those discussed herein. Factors that could cause or
contribute to such differences include those discussed below, as well as those
discussed elsewhere herein.

DEPENDENCE ON POS AUTHORIZATION SYSTEMS

Reduced demand for financing of POS authorization systems could adversely
affect the Company's lease volume, which in turn could have a material adverse
effect on the Company's business, financial condition and results of operations.
The leasing of POS authorization systems currently represents the Company's
largest product, at over 65% of its outstanding portfolio and approximately 61%
of new lease originations during the first quarter of 1998. Technological
advances may lead to a decrease in the price of POS authorization systems and a
consequent decline in the need for financing of such equipment. A price decrease
may result in such equipment being sold through conventional retail outlets. In
addition, business and technological changes could change the manner in which
POS authorization is obtained. These changes could reduce the need for outside
financing sources, such as the Company, which would reduce the Company's lease
financing opportunities and origination volume in such products. Technological
changes and price decreases have in the past required the Company to exit its
principal source of lease volume. During the late 1980s, the Company provided
financing primarily to lessees of cellular phones, which at the time retailed in
excess of $1,000 per unit. Consumers leased cellular phones through dealers due
to the product's limited availability and high price. As the price of cellular
phones decreased, the demand for financing of cellular phones diminished, and by
mid-1991, the Company originated no new leases for cellular phones.

In the event that demand for financing POS authorization systems declines,
the Company will expand its efforts to provide lease financing for other
products. There can be no assurance, however, that the Company will be able to
do so successfully. The Company currently originates its leases for POS
authorization systems through a network of Dealers who predominantly deal
exclusively in that product. It is unlikely that the Company would be able to
capitalize on these relationships in the event it shifts its business focus to
originating leases of other products. Any failure by the Company to successfully
enter into new relationships with dealers of other products or to extend
existing relationships with such dealers in the event of reduced demand for
financing of POS authorization systems would have a material adverse effect on
the Company.

RISKS OF EXPANSION STRATEGY

The Company's principal growth strategy of expansion into new products and
markets may be adversely affected by (i) its inability to cultivate new sources
of originations and (ii) its inexperience with products with different
characteristics from those currently offered by the Company, including the type
of obligor and the amount financed.

New Sources. The Company currently originates a significant majority of
its leases and contracts through a network of Dealers which deal exclusively in
POS authorization systems. The Company is currently unable to capitalize on
these relationships in originating leases for products other than POS
authorization systems. Any failure by the Company to develop additional
relationships with Dealers of other products which it leases or may seek to
lease would hinder the Company's growth strategy.

New Products. The Company's existing portfolio primarily consists of
leases to owner-operated or other small commercial enterprises with little
business history and limited or poor personal credit history at the owner level.
These leases are characterized by small average monthly payments for equipment
with limited residual value at the end of the lease term. The Company's ability
to successfully underwrite new products with different characteristics is highly
dependent on the Company's ability to (i) successfully analyze the

8
10

credit risk associated with the user of such new products so as to appropriately
apply its risk-adjusted pricing to such products and (ii) utilize its
proprietary software to efficiently service and collect on its portfolio. The
Company has recently entered into markets in which the ultimate obligor on a
lease or contract is an individual rather than a commercial enterprise. The
results of the Company's most significant venture into financing products for
individuals, the leasing of consumer satellite television equipment, failed to
meet the Company's expectations principally due to difficulty in assessing the
credit risk of lessees and in effectively pricing leases. As a result, the
Company significantly scaled back its origination of new leases in this area
after July 1996 and no longer originates a significant number of leases for
satellite television equipment. There can be no assurance that the Company will
be able to successfully apply its operating strategy to provide financing
services to non-commercial lessees, which could have a material adverse effect
on the Company. The Company also has recently commenced underwriting leases for
small-ticket items or services (having a value between $5,000 and $25,000). The
Company has no significant experience with providing small-ticket leasing or
financing services. Additionally, the larger monthly payments associated with
leases for small-ticket items may result in different repayment patterns for
lessees of small-ticket items. Accordingly, there can be no assurance that the
Company's expertise in analyzing credit risk and applying its collection
strategy in the microticket market will be applicable to the small-ticket
market. Any failure by the Company to successfully enter this market could
materially adversely affect its growth prospects.

Because the successful implementation of the Company's expansion strategy
will require significant time and resources to cultivate new sources and develop
any specialized expertise necessary to enter into new markets, the Company
intends to implement its growth strategy gradually. Rapidly diminishing demand
for financing of POS authorization systems could force the Company to accelerate
its expansion strategy in a less than optimal manner and have a material adverse
effect on the Company's business, financial condition and results of operations.

DEPENDENCE ON EXTERNAL FINANCING

The Company's ability to successfully execute its business strategy and to
sustain its operations is dependent on its ability to raise debt and equity
capital. The Company funds the majority of its leases, contracts and loans
through its Credit Facilities with banks and other institutional lenders,
on-balance sheet securitizations ("Securitizations") and issuances of
Subordinated Debt. The Company's failure to obtain required financing on
favorable terms and on a timely basis would limit its ability to add new
originations, which would have a material adverse effect on the Company's
business, financial condition and results of operations. Any future debt
financings or issuances of preferred stock by the Company will be senior to the
rights of the holders of Common Stock. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and "Description of Certain Indebtedness."

The terms of the Company's Credit Facilities, Securitizations and
Subordinated Debt programs impose operating and financial restrictions on the
Company. In addition, the Credit Facilities contain, and any future
Securitizations may contain, restrictions on the type of product which may be
funded with the proceeds of such financings. As a result, the ability of the
Company to respond to changing business and economic conditions, to implement
its expansion strategy and to secure additional financing, if needed, may be
significantly restricted, and the Company may be prevented from engaging in
transactions that might further its growth strategy or otherwise be considered
beneficial to the Company. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and "Description of Certain Indebtedness."

RISK OF DEFAULTS ON LEASES

The credit characteristics of the Company's lessee base correspond to a
high incidence of delinquencies which in turn may lead to significant levels of
defaults. At December 31, 1997, 25.5% of the Company's gross investment in
leases and loans (excluding residual value) were contractually past due by 31
days or more (including, with respect to service contracts, only those amounts
which have been billed but not collected). The credit profile of the Company's
lessees heightens the importance to the Company of both pricing its leases,
loans and contracts for risk assumed, as well as maintaining adequate reserves
for losses. Significant
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11

defaults by lessees in excess of those anticipated by the Company in setting its
prices and reserve levels may adversely affect the Company's cash flow and
earnings. Reduced cash flow and earnings could limit the Company's ability to
repay debt, obtain financing and effect Securitizations which would have a
material adverse effect on the Company's business, financial condition and
results of operations.

Additionally, the Company utilizes its leases, contracts and loans as
collateral under its Credit Facilities and Securitizations. The Company's Credit
Facilities and Securitizations provide for events of default in the event of
delinquencies beyond certain levels. Actual defaults, as well as delinquencies
under leases, contracts and loans above pre-determined thresholds, would reduce
the amount of collateral available for financing under its Credit Facilities and
future Securitizations and would have a material adverse effect on the Company's
business as previously discussed. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and "Description of Certain Indebtedness."

ADVERSE CONSEQUENCES OF COLLECTION POLICY

The Company's use of litigation as a means of collection of unpaid
receivables exposes it to counterclaims on its suits for collection, to class
action lawsuits and to negative publicity surrounding its leasing and collection
policies. The Company has been a defendant in attempted class action suits as
well as counterclaims filed by individual obligors in attempts to dispute the
enforceability of the lease, contract or loan. The Company believes its
collection policies and use of litigation comply fully with all applicable laws.
Because of the Company's persistent enforcement of its leases, contracts and
loans through the use of litigation, the Company may have created ill will
toward it on the part of certain lessees and other obligors who were defendants
in such lawsuits. The Company's litigation strategy has generated adverse local
publicity in certain circumstances. Adverse publicity at a national level could
negatively impact public perception of the Company and may materially impact the
price of the Common Stock. Any such class action suit, if successful, or any
such adverse publicity, if widespread, could have a material adverse effect on
the Company's business, financial condition or results of operations.

RISK OF INCREASED INTEREST RATES

Since the Company generally funds its leases, contracts and loans through
its Credit Facilities or from working capital, the Company's operating margins
could be adversely affected by an increase in interest rates. The implicit yield
to the Company on all of its leases, contracts and loans is fixed due to the
leases, contracts and loans having scheduled payments that are fixed at the time
of origination. When the Company originates or acquires leases, contracts and
loans, it bases its pricing in part on the "spread" it expects to achieve
between the implicit yield rate to the Company on each lease, contract and loan
and the effective interest cost it will pay when it finances such leases,
contracts and loans. Increases in interest rates during the term of each lease,
contract and loan could narrow or eliminate the spread, or result in a negative
spread, to the extent such lease, contract or loan was financed with
floating-rate funding. The Company may undertake to hedge against the risk of
interest rate increases, based on the size and interest rate profile of its
portfolio. Such hedging activities, however, would limit the Company's ability
to participate in the benefits of lower interest rates with respect to the
hedged portfolio. In addition, the Company's hedging activities may not protect
it from interest rate-related risks in all interest rate environments. Adverse
developments resulting from changes in interest rates or hedging transactions
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

RISK OF ECONOMIC DOWNTURN

An economic downturn could result in a decline in the demand for some of
the types of equipment or services which the Company finances, which could lead
to a decline in originations. An economic downturn may slow the development and
continued operation of small commercial businesses, which are the primary market
for POS authorization systems and the other commercial equipment leased by the
Company. Such a downturn could also adversely affect the Company's ability to
obtain capital to fund lease, contract and loan
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12

originations or acquisitions or to complete Securitizations. In addition, such a
downturn could result in an increase in delinquencies and defaults by the
Company's lessees and other obligors beyond the levels forecasted by the
Company, which could have an adverse effect on the Company's cash flow and
earnings, as well as on its ability to securitize leases. These results could
have a material adverse effect on the Company's business, financial condition
and results of operations.

Additionally, approximately 40% of the Company's portfolio is represented
by leases, contracts and loans with lessees and other obligors operating in
California, Florida, Texas and New York. Economic conditions in these states may
affect the level of collections from, as well as delinquencies and defaults by,
these obligors.

INTENSE COMPETITION

The microticket leasing and financing industry is highly competitive. The
Company competes for customers with a number of national, regional and local
banks and finance companies. The Company's competitors also include equipment
manufacturers that lease or finance the sale of their own products. While the
market for microticket financing has traditionally been fragmented, the Company
could also be faced with competition from small- or large-ticket leasing
companies that could use their expertise in those markets to enter and compete
in the microticket financing market. The Company's competitors include larger,
more established companies, some of which may possess substantially greater
financial, marketing and operational resources than the Company, including lower
cost of funds and access to capital markets and to other funding sources which
may be unavailable to the Company. If a competitor were to lower lease rates,
the Company could be forced to follow suit or lose origination volume, either of
which would have a material adverse effect on the Company's business, financial
condition and results of operations. In addition, competitors may seek to
replicate the automated processes used by the Company to monitor dealer
performance, evaluate lessee credit information, appropriately apply
risk-adjusted pricing, and efficiently service a nationwide portfolio. The
development of computer software similar to that developed by the Company by or
for the Company's competitors may jeopardize the Company's strategic position
and allow such companies to operate more efficiently than the Company.

RISK OF YEAR 2000 NON-COMPLIANCE

Failure by third parties with which the Company interacts to remediate any
Year 2000 issues in a timely or successful manner could have a material adverse
effect on the Company's business. A failure by companies which process POS
transactions to remediate any Year 2000 issues in their software could result in
the Company's lessees' inability to consummate POS transactions. In that event,
lessees of POS authorization systems may become unwilling or unable to comply
with their lease obligations. There can be no assurance that other companies on
whose systems the Company's business relies will resolve any Year 2000 issues in
a timely or successful manner.

The Company believes that any modifications necessary to make its own
computer systems and proprietary software Year 2000 compliant will not result in
material costs to the Company. There can be no assurance, however, that these
cost estimates are accurate, nor can there be any assurance that the Company
will be able to successfully identify all relevant Year 2000 issues in its
systems in a timely manner.

GOVERNMENT REGULATION

The Company's leasing business is not currently subject to extensive
federal or state regulation. While the Company is not aware of any proposed
legislation, the enactment of, or a change in the interpretation of, certain
federal or state laws affecting the Company's ability to price, originate or
collect on receivables (such as the application of usury laws to the Company's
leases and contracts) could negatively affect the collection of income on its
leases, contracts and loans, as well as the collection of fee income. Any such
legislation or change in interpretation, particularly in Massachusetts, whose
law governs the majority of the Company's leases, contracts and loans, could
have a material adverse effect on the Company's ability to originate leases,
contracts and loans at current levels of profitability, which in turn could have
a material adverse effect on the Company's business, financial condition or
results of operations.

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RISKS OF ACQUIRING OTHER PORTFOLIOS AND COMPANIES

A portion of the Company's growth strategy depends on the consummation of
acquisitions of leasing companies or portfolios. An inability by the Company to
identify suitable acquisition candidates or portfolios, or to complete
acquisitions on favorable terms, could limit the Company's ability to grow its
business. Any major acquisition would require a significant portion of the
Company's resources. The timing, size and success, if at all, of the Company's
acquisition efforts and any associated capital commitments cannot be readily
predicted. The Company may finance future acquisitions by using shares of its
Common Stock, cash or a combination of the two. Any acquisition made by the
Company using Common Stock would result in dilution to existing stockholders of
the Company. If the Common Stock does not maintain a sufficient market value, or
if potential acquisition candidates are otherwise unwilling to accept Common
Stock as part or all of the consideration for the sale of their businesses, the
Company may be required to utilize more of its cash resources, if available, or
to incur additional indebtedness in order to initiate and complete acquisitions.
Additional debt, as well as the potential amortization expense related to
goodwill and other intangible assets incurred as a result of any such
acquisition, could have a material adverse effect on the Company's business,
financial condition or results of operations. In addition, certain of the
Company's Credit Facilities and Subordinated Debt agreements contain financial
covenants that do not permit the issuance of any shares of its capital stock if,
after giving effect to such issuance, certain shareholders of the Company cease
to own or control specified percentages of voting capital stock of the Company.
These provisions could prevent the Company from making an acquisition using
shares of its Common Stock as consideration. See "Use of Proceeds,"
"Management's Discussion and Analysis of Results of Operations -- Liquidity and
Capital Resources" and "Description of Certain Indebtedness."

The Company also may experience difficulties in the assimilation of the
operations, services, products and personnel of acquired companies, an inability
to sustain or improve the historical revenue levels of acquired companies, the
diversion of management's attention from ongoing business operations, and the
potential loss of key employees of such acquired companies. Any of the foregoing
could have a material adverse effect on the Company's business, financial
condition or results of operations.

DEPENDENCE UPON KEY PERSONNEL

The Company's success depends to a large extent upon the abilities and
continued efforts of Peter R. Bleyleben, President and Chief Executive Officer
and Richard Latour, Executive Vice President, Chief Operating Officer and Chief
Financial Officer, and its other senior management. The Company intends to enter
into employment agreements with these two principal executive officers and
maintains key man life insurance policies of $1.5 million on Dr. Bleyleben and
$0.5 million on Mr. Latour. The loss of the services of one or more of the key
members of the Company's senior management before the Company is able to attract
and retain qualified replacement personnel could have a material adverse effect
on the Company's financial condition and results of operations. In addition,
certain of the Company's Credit Facilities and Subordinated Debt agreements
contain financial covenants that do not permit the issuance of any shares of its
capital stock if, after giving effect to such issuance, certain shareholders of
the Company, including Dr. Bleyleben, cease to own or control specified
percentages of voting capital stock of the Company. In addition, under certain
of the Company's Subordinated Debt agreements, the Company has agreed that Dr.
Bleyleben and Mr. Latour must remain as Chief Executive Officer and Chief
Financial Officer, respectively, of the Company. The Company's failure to comply
with these covenants could have a material adverse effect on the Company's
business, financial condition or results of operations. See "Management" and
"Description of Certain Indebtedness."

CONTROL BY EXISTING SHAREHOLDERS; CERTAIN ANTI-TAKOVER PROVISIONS

Upon completion of the Offering (without taking into account the exercise
of the Underwriters' over-allotment option), Dr. Bleyleben, Brian E. Boyle and
Torrence C. Harder and their respective affiliates will beneficially own
approximately % of the outstanding Common Stock (approximately % of
the outstanding Common Stock assuming full exercise of the Underwriters'
over-allotment option). As a result, these stockholders, if they act as a group,
will be able to control substantially all matters requiring stockholder
approval, including the election of directors and approval of significant
corporate transactions, which may have
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14

the effect of discouraging certain types of transactions involving an actual or
potential change of control of the Company. See "Management," "Principal
Stockholders" and "Description of Common Stock."

The Company intends to propose to its stockholders prior to consummation of
the Offering certain amendments to its Restated Articles of Incorporation (the
"Articles") and Bylaws ("Bylaws") that, if approved, may have the effect of
discouraging, delaying or preventing a change in control of the Company or
unsolicited acquisition proposals that a stockholder might consider favorable,
including (i) provisions authorizing the issuance of "blank check" preferred
stock, (ii) providing for a Board of Directors with staggered terms, (iii)
requiring super-majority or class voting to effect certain amendments to the
Articles and Bylaws and to approve certain business combinations, (iv) limiting
the persons who may call special stockholders' meetings and (v) establishing
advance notice requirements for nominations for election to the Board of
Directors or for proposing matters that can be acted upon at stockholders'
meetings. In addition, certain provisions of Massachusetts law to which the
Company is subject may have the effect of discouraging, delaying or preventing a
change in control of the Company or unsolicited acquisition proposals. See
"Description of Capital Stock -- Massachusetts Law and Certain Charter
Provisions."

EFFECT OF SALES OF SUBSTANTIAL AMOUNTS OF COMMON STOCK

Sales of a substantial number of shares of Common Stock in the public
market following the Offering, or the perception that such sales could occur,
could adversely affect the market price for the Common Stock. Upon completion of
the Offering, the Company will have shares of Common Stock
outstanding. The shares of Common Stock offered hereby will be freely
tradeable without restriction or further registration under the Securities Act,
except for shares sold by persons deemed to be "affiliates" of the Company or
acting as "underwriters," as those terms are defined in the Securities Act.
Beginning 90 days after the date of this Prospectus, additional shares
of Common Stock that are not subject to the 180-day lock-up period described
below will be freely tradeable by holders thereof. Following the expiration of
the lock-up period, all of the remaining outstanding shares of Common Stock will
be freely tradeable subject to the restrictions on resale imposed upon
"affiliates" by Rule 144 under the Securities Act. See "Shares Eligible for
Future Sale" and "Underwriting."

The Company, the Selling Stockholders and the executive officers and
directors of the Company have agreed that, for a period of 180 days following
the date of this Prospectus, they will neither issue nor sell any shares of
Common Stock or securities convertible into, or exercisable for, such stock,
held by them now or in the future, without the prior written consent of Smith
Barney Inc. See "Underwriting."

NO PRIOR MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public trading market for the
Common Stock. There can be no assurance that an active market for the Common
Stock will develop upon completion of the Offering or, if developed, that such
market will be sustained. The initial public offering price of the Common Stock
was determined through negotiations between the Company and the Underwriters
based upon several factors and may bear no relationship to the Company's assets,
book value, results of operations or net worth or any other generally accepted
criteria of value and should not be considered as indicative of the actual value
of the Company. For information relating to the factors considered in
determining the initial public offering price, see "Underwriting." The price at
which the Common Stock will trade in the public market after the Offering may be
less than the initial public offering price. In addition, the trading price of
the Common Stock may be influenced by a number of factors, including the
liquidity of the market for the Common Stock, investor perceptions of the
Company and the equipment financing industry in general, variations in the
Company's quarterly operating results, interest rate fluctuations, variations in
financial estimates by securities analysts and general economic and other
conditions. Moreover, the stock market recently has experienced significant
price and value fluctuations, which have not necessarily been related to
corporate operating performance. The volatility of the stock market could
adversely affect the market price of the Common Stock and the ability of the
Company to raise equity in the public markets.

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SUBSTANTIAL DILUTION INCURRED BY INVESTORS

Investors in the Common Stock offered hereby will experience immediate and
substantial dilution in net tangible book value per share of $ . See
"Dilution." If the Company issues additional Common Stock in the future,
including shares which may be issued pursuant to option grants and future
acquisitions, purchasers of Common Stock in the Offering may experience further
dilution in the net tangible book value per share of the Common Stock.

CHANGE IN DIVIDEND POLICY

The Company has paid quarterly cash dividends on the Common Stock since the
second quarter of 1995. However, there can be no assurance as to the amount and
timing of payment of future dividends. The decision as to the amount and timing
of future dividends paid by the Company, if any, will be made at the discretion
of the Company's Board of Directors in light of the financial condition, capital
requirements, earnings and prospects of the Company and any restrictions under
the Company's Credit Facilities and agreements governing the Subordinated Debt,
as well as other factors the Board of Directors may deem relevant. See "Dividend
Policy" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."

FORWARD-LOOKING STATEMENTS

This Prospectus includes forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995 (the "Reform
Act")). The "safe harbor" protections of the Reform Act are not available to
initial public offerings, including this Offering. Discussions containing such
forward-looking statements may be found in the material set forth under
"Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business," as well as within
the Prospectus generally. In addition, when used in this Prospectus, the words
"believes," "anticipates," "expects" and similar expressions are intended to
identify forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors that could
cause the actual results, performance or achievements of the Company, or
industry results, to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
risks, uncertainties and other important factors include, among others: the
Company's dependence on POS authorization systems and expansion into new
markets; the Company's significant capital requirements; risks associated with
economic downturns; higher interest rates; intense competition; risks associated
with acquisitions; and other factors included in this Prospectus. The Company
expressly disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained in this Prospectus to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based. In light of these risks and uncertainties, there can be no assurance that
the forward-looking information contained in this Prospectus will in fact
transpire.

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USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common Stock
offered hereby will be approximately $ million, after deducting estimated
underwriting discounts and commissions and offering expenses payable by the
Company. Of these net proceeds, approximately $ million will be used to
repay indebtedness outstanding under its junior subordinated notes (the "Junior
Subordinated Notes") issued in private placements to a number of individual
investors. The Junior Subordinated Notes have maturities ranging from July 14,
1998 to September 1, 2003 and bear interest at rates ranging from 9.5% to 12.5%
per annum at May 31, 1998. The Company has incurred $2.4 million principal
amount of the Junior Subordinated Notes since June 1, 1997, with proceeds
thereof used for general corporate purposes, including the funding of leases,
contracts and loans which were not otherwise eligible for funding under the
Company's Credit Facilities. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations", "Description of Certain
Indebtedness" and Note E to the Company's consolidated financial statements
included elsewhere in this Prospectus.

While the Company currently does not intend to use the net proceeds from
the Offering or existing resources to consummate acquisitions, the Company
intends, as part of its business strategy, to evaluate future acquisitions of
leasing companies or lease portfolios, and may use a portion of the net proceeds
from the Offering to make such acquisitions. The Company presently is not
negotiating, nor does it have any agreements or understandings, to make any such
acquisitions. See "Business -- Strategy." The Company also intends to use the
net proceeds of the Offering for its general corporate purposes, including
making investments in its computer systems and software. Pending such uses, the
Company intends to use the remaining net proceeds of the Offering to repay
additional amounts outstanding under its Credit Facilities (other than $17.5
million principal amount subject to a fixed rate swap agreement which would not
be repaid with proceeds of the Offering). As of March 31, 1998, the Company had
$37.4 million in revolving credit and term loans outstanding under its facility
led by Fleet Bank, N.A. and, excluding the amount subject to the swap agreement,
$12.6 million in revolving credit and term loans outstanding under its facility
led by BankBoston, N.A. Of these amounts, $4.3 million is a term loan which
bears interest at a fixed rate of 8.30% per annum and matures on November 24,
1998; $8.6 million is a term loan which bears interest at a fixed rate of 7.75%
per annum and matures on August 2, 1999; and $37.1 million is a revolving credit
loan which bears interest at the prime or base rate of each of the agent banks
and which converts to a term loan on July 31, 1999 (the "Commitment Termination
Date") that matures no later than the fourth anniversary of the Commitment
Termination Date as to $24.5 million principal amount and no later than the
second anniversary of the Commitment Termination Date as to $12.6 million
principal amount. See "Description of Certain Indebtedness" and Note E to the
Company's consolidated financial statements included elsewhere in this
Prospectus.

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DIVIDEND POLICY

The Company has paid quarterly cash dividends on the Common Stock since the
second quarter of 1995. The following table sets forth the cash dividends per
share paid by the Company for the periods indicated, all as adjusted to give
effect to the Stock Split:

1996 1997 1998
---- ---- ----
(AMOUNT PER SHARE)

First Quarter............................................... $0.04 $0.05 $0.06
Second Quarter.............................................. 0.05 0.06 N/A
Third Quarter............................................... 0.05 0.06 N/A
Fourth Quarter.............................................. 0.05 0.06 N/A

Provisions in certain of the Company's Credit Facilities and agreements
governing the Subordinated Debt contain, and the terms of any indebtedness
issued by the Company in the future are likely to contain, certain restrictions
on the payment of dividends on the Common Stock. The decision as to the amount
and timing of future dividends paid by the Company, if any, will be made at the
discretion of the Company's Board of Directors in light of the financial
condition, capital requirements, earnings and prospects of the Company and any
restrictions under the Company's Credit Facilities or Subordinated Debt
agreements, as well as other factors the Board of Directors may deem relevant,
and there can be no assurance as to the amount and timing of payment of future
dividends. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources", "Description of
Certain Indebtedness" and "Risk Factors -- Change in Dividend Policy."

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CAPITALIZATION

The following table sets forth the capitalization of the Company as of
March 31, 1998 on an actual basis and as adjusted to give effect to the sale of
the shares of Common Stock offered hereby (at an assumed offering price of
$ per share) and the application of the estimated net proceeds
therefrom. The table should be read in conjunction with "Use of Proceeds,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements of the Company and related
notes thereto included elsewhere in this Prospectus.

AS OF MARCH 31, 1998
--------------------
ACTUAL AS ADJUSTED
(DOLLARS IN THOUSANDS) ------ -----------

Debt:
Notes payable............................................. $114,791 $
Subordinated notes........................................ 27,391
-------- --------
Total debt............................................. 142,182
-------- --------
Redeemable convertible preferred stock(1)................... -- --
Stockholders' equity:
Common Stock $0.01 par value per share, 10,000,000 shares
authorized; 5,007,813 shares issued and outstanding;
and shares issued and outstanding, after giving
effect to the Offering(1)(2)........................... 50
Additional paid-in capital................................ 1,796
Retained earnings......................................... 20,181
Treasury stock............................................ (138)
Notes receivable from officers and employees.............. (300)
-------- --------
Total stockholders' equity............................. 21,589
-------- --------
Total capitalization.............................. $163,771 $
======== ========

- ---------------
(1) Actual amount of redeemable convertible preferred stock is $490.00. This
preferred stock will convert automatically into 9,800 shares of Common Stock
upon consummation of the Offering. "As Adjusted" includes such shares of
Common Stock as if such conversion had occurred on March 31, 1998.

(2) Shares issued and outstanding do not include an aggregate of 88,482 shares
of Common Stock reserved for issuance upon exercise of stock options at
exercise prices of $1.275 and $3.90, outstanding as of March 31, 1998, 241
of which are exercisable within 60 days of the date of this Prospectus. See
"Management -- Stock Option Plans" and "Description of Capital Stock".
Common Stock issued and outstanding includes 71,295 shares held in the
Company's treasury as of March 31, 1998.

DILUTION

Dilution per share to new investors represents the difference between the
amount per share paid by purchasers of shares of Common Stock in the Offering
and the net tangible book value per share of Common Stock offered hereby
immediately after completion of the Offering. Net tangible book value per share
represents the amount of the Company's stockholders' equity, less intangible
assets, divided by the 4,936,518 million shares of Common Stock outstanding as
of March 31, 1998 (not including treasury stock).

The net tangible book value of the Company as of March 31, 1998 was
approximately $21.6 million, or $4.37 per share of Common Stock. After giving
effect to the sale of the Common Stock by the Company at an initial public
offering price of $ per share and after deduction of the underwriting
discounts and commissions and estimated expenses of the Offering payable by the
Company and the application of the estimated net proceeds of the Offering, the
adjusted pro forma net tangible book value, as of March 31, 1998, would have
been approximately $ million or $ per share of Common Stock. This
represents an

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immediate increase in net tangible book value of $ per share to existing
stockholders and an immediate dilution of $ per share to new investors
purchasing the Common Stock in the Offering. The following table illustrates the
pro forma per share dilution, as of March 31, 1998:

Initial public offering price per share.....................
Net tangible book value per share at March 31, 1998.........
Increase per share attributable to new investors............
Pro forma net tangible book value per share after the
Offering..................................................
Net tangible book value dilution per share to new
investors.................................................

If the Underwriters exercise their over-allotment option in full, the pro
forma net tangible book value per share of Common Stock after giving effect to
the Offering would be $ per share, the increase in the net tangible book
value per share would be $ and the dilution to persons who purchase shares
of Common Stock in the Offering would be $ per share.

The following table sets forth, after giving effect to the Offering, the
number of shares of Common Stock purchased from the Company, the total
consideration paid therefor and the average price per share paid by existing
stockholders and by new investors:

SHARES PURCHASED TOTAL CONSIDERATION
---------------- ------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------ ------- ------ ------- -------------

Existing stockholders......................
New investors..............................
Total............................

The foregoing tables assume no exercise of outstanding stock options and
the conversion of the Company's outstanding Series C Preferred Stock, $1.00 par
value (the "Series C Preferred Stock") upon consummation of the Offering.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following table presents selected consolidated financial and operating
data of the Company and its subsidiaries as of and for each of the years in the
five-year period ended December 31, 1997 and as of and for the three months
ended March 31, 1997 and 1998. The selected consolidated financial and certain
other data as of December 31, 1993, 1994, 1995, 1996 and 1997, and for each of
the years in the five-year period ended December 31, 1997, have been derived
from consolidated financial statements audited by Coopers & Lybrand L.L.P.,
independent accountants. The Company's selected consolidated financial and
operating data as of March 31, 1998 and for the three months ended March 31,
1997 and 1998, are based on the Company's unaudited consolidated financial
statements which include all adjustments that, in the opinion of the Company's
management, are necessary for a fair presentation of the results at such dates
and for such respective interim periods. The results of operations for the three
months ended March 31, 1998 are not necessarily indicative of the results
expected for fiscal year 1998 or any interim period. The as adjusted balance
sheet data assume that the issuance and sale of shares of Common Stock offered
hereby by the Company at $ per share and the application of the net
proceeds therefrom as described in "Use of Proceeds" occurred on March 31, 1998.
The selected consolidated financial and operating data set forth below should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the consolidated financial statements
of the Company and related notes thereto included elsewhere herein.

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21
q

THREE MONTHS
YEARS ENDED DECEMBER 31, ENDED MARCH 31,
----------------------------------------------------- -------------------
1993 1994 1995 1996 1997 1997 1998
OTHER DATA: ---- ---- ---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS, EXCEPT STATISTICAL DATA) (UNAUDITED)

Operating Data:
Total leases and loans originated(7).... $ 42,760 $ 81,726 $129,873 $143,855 $126,542 $ 28,697 $ 29,371
Total service contracts acquired(8)..... -- -- 4,427 2,445 2,972 208 1,846
Dealer fundings(9)...................... 26,232 52,762 76,500 73,886 78,193 17,362 21,283
Average yield on leases and loans....... 30.4% 30.5% 32.2% 40.1% 37.1% 36.1% 41.6%
Cash flows from (used in):
Operating activities.................... $ 17,660 $ 26,288 $ 41,959 $ 60,104 $ 77,393 $ 15,100 $ 21,300
Investing activities.................... (26,182) (51,528) (76,353) (86,682) (80,127) (17,857) (21,781)
Financing activities.................... 9,502 27,803 36,155 33,711 (1,789) (1,918) (1,390)
-------- -------- -------- -------- -------- -------- --------
Total................................. 980 2,563 1,761 7,133 (4,523) (4,675) (1,871)
Selected Ratios:
Return on average assets(10)............ 2.96% 2.45% 2.40% 3.42% 4.37% 4.31% 6.86%
Return on average stockholders' equity(10)... 29.81 28.32 36.73 50.57 49.46 55.75 61.67
Operating margin(11).................... 53.28 50.51 48.68 51.04 51.70 56.25 54.24
Credit Quality Statistics:
Net charge-offs......................... $ 4,033 $ 4,961 $ 5,428 $ 11,948(12) $ 19,220(12) $ 4,805 $ 3,376
Net charge-offs as a percentage of average
gross investment(10)(13).............. 6.46% 5.37% 3.56% 5.46%(12) 7.57%(12) 7.64% 5.13%
Provision for credit losses as a percentage
of average gross investment(10)(14)... 9.21 8.85 8.78 9.07 8.55 9.57 6.95
Allowance for credit losses as a percentage
of gross investment(15)............... 6.87 6.93 8.41 9.62 10.19 11.45 10.48

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the results of operations and financial
condition should be read in conjunction with the Company's consolidated
financial statements and notes thereto included elsewhere in this Prospectus.
Certain matters discussed below are forward-looking statements that involve
substantial risks and uncertainties that could cause actual results to differ
materially from targets or projected results. Factors that could cause actual
results to differ materially include, among others, those factors described in
"Risk Factors." Many of these factors are beyond the Company's ability to
predict or control. Prospective investors are cautioned not to put undue
reliance on forward-looking statements, which statements have been made as of
the date of this Prospectus, after which date there may have been changes in the
affairs of the Company that would warrant modification of forward-looking
statements made herein. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statement contained in this Prospectus to reflect any change in the Company's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. In light of these risks and
uncertainties, there can be no assurance that the forward-looking information
contained in this Prospectus will in fact transpire.

GENERAL

The Company is a specialized commercial finance company that provides
"microticket" equipment leasing and other financing services in amounts
generally ranging from $900 to $2,500, with an average amount financed of
approximately $1,400. The Company primarily leases POS authorization systems and
other small business equipment to small commercial enterprises. For the year
ended December 31, 1997, the Company had fundings to Dealers upon origination of
leases, contracts and loans ("Dealer Fundings") of $78.2 million and revenues of
$68.2 million.

The Company derives the majority of its revenues from leases originated and
held by the Company, payments on service contracts, rental payments from lessees
who continue to rent the equipment beyond the original lease term, and fee
income. The Company funds the majority of leases, contracts and loans through
its Credit Facilities and on-balance sheet Securitizations, and to a lesser
extent, its Subordinated Debt program and internally generated funds.

Substantially all leases originated or acquired by the Company are
non-cancelable. During the term of the lease, the Company is scheduled to
receive payments sufficient, in the aggregate, to cover the Company's borrowing
costs and the costs of the underlying equipment, and to provide the Company with
an appropriate profit. The Company enhances the profitability of its leases,
contracts and loans by charging late fees, prepayment penalties, loss and damage
waiver fees and other service fees, when applicable. The initial non-cancelable
term of the lease is equal to, or less than, the equipment's estimated economic
life, and often provides the Company with additional revenues based on the
residual value of the equipment financed at the end of the initial term of the
lease. Initial terms of the leases in the Company's portfolio generally range
from 12 to 48 months, with an average initial term of 45 months as of March 31,
1998. Substantially all service and rental contracts are month-to-month
contracts with an expected term of seven years for service contracts and 15
months for rental contracts.

CERTAIN ACCOUNTING CONSIDERATIONS

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23

leases, the Company may retain a residual interest in the underlying equipment
upon termination of the lease. The value of such interests is estimated at
inception of the lease and evaluated periodically for impairment. Other revenues
such as loss and damage waiver fees, service fees relating to the leases,
contracts and loans and rental revenues are recognized as they are earned.

The Company's investments in cancelable service contracts are recorded at
cost and amortized over the expected life of the service period. Income on
service contracts from monthly billings is recognized as the related services
are provided. The Company periodically evaluates whether events or circumstances
have occurred that may affect the estimated useful life or recoverability of the
investment in service contracts. Rental equipment is recorded at estimated
residual value and depreciated using the straight-line method over a period of
twelve months. Loans are reported at their outstanding principal balance.
Interest income on loans is recognized as it is earned.

RESULTS OF OPERATIONS

Three Months Ended March 31, 1998 Compared to Three Months Ended March 31,
1997

Total revenues for the quarter ended March 31, 1998 were $18.1 million, an
increase of $1.9 million, or 11.7%, from the quarter ended March 31, 1997, due
primarily to increases of 40.7% in combined rental income and income on service
contracts and 16.5% in total fee income over such amounts in the previous year's
quarter. The increase in combined rental income and income on service contracts
was due to an increase in the number of lessees that have continued renting the
equipment beyond the original lease term and the increased number of acquired
service contracts. The increase in fee income was a result of the continued
growth in the number of leases and contracts in the Company's portfolio.

Selling, general and administrative expenses increased $766,000, or 21.8%,
for the quarter ended March 31, 1998 as compared to the same period in 1997.
Such increase was primarily attributable to a 14% increase in the number of
employees needed to maintain and manage the Company's increased portfolio and
the general expansion of the Company's operations. Management expects that
salaries and employee-related expenses, marketing expenses and other selling,
general and administrative expenses will continue to increase as the portfolio
grows due to the nature of the maintenance of the Company's microticket
portfolio and the Company's focus on collections.

The Company's provision for credit losses decreased $1.4 million from the
quarter ended March 31, 1997 to $4.6 million for the quarter ended March 31,
1998, primarily due to an increase in recoveries.

Depreciation and amortization expense increased by $314,000, or 36.4%, due
to the increased number of rental contracts and the amortization of the
investment associated with service contracts.

Interest expense increased by $0.1 million, or 4.1%, from $2.7 million for
the three months ended March 31, 1997 to $2.8 million for the three months ended
March 31, 1998 due to an increase in the average outstanding balance of the
Company's Credit Facilities.

As a result of these factors, net income increased by $1.3 million, or
70.3%, from $1.8 million for the quarter ended March 31, 1997 to $3.1 million
for the quarter ended March 31, 1998.

Dealer Fundings were $21.3 million during the three months ended March 31,
1998, an increase of $3.9 million, or 22.6%, compared to the three months ended
March 31, 1997. This increase primarily resulted from continued growth in leases
of equipment other than POS authorization systems, acquisitions of service
contracts and loans to commercial businesses. Receivables due in installments,
estimated residual values and loans receivable ("gross investment in leases and
loans") also increased from $255.0 million at March 31, 1997 to $262.2 million
at March 31, 1998, representing a 2.8% increase. Cash collections increased by
$4.3 million to $31.3 million during the first quarter of 1998, or 15.8%, from
the first quarter of 1997 due to the increase in the size of the Company's
overall portfolio as well as the Company's continued emphasis on collections.
Unearned income decreased $1.0 million, or 1.4%, from $73.3 million at March 31,
1997 to $72.3 million at March 31, 1998. This decrease resulted primarily from
increased acquisitions of service contracts

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24

and originations of loans which are accounted for on a cost basis and as a
result do not have any unearned income associated with them.

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

Total revenues for the year ended December 31, 1997 were $68.2 million, an
increase of $12.6 million, or 22.7%, from the year ended December 31, 1996, due
to increases of 18.1% in income on leases and loans, 37.0% in combined rental
income and income on service contracts and 29.5% in fee income. The increase in
income on leases and loans was primarily the result of the continued growth in
the Company's lease portfolio. The increase in rental income and income on
service contracts is due to the increased number of lessees who continued to
rent the equipment beyond the original lease term and the increased number of
service contracts. The increase in fee income was a result of the increase in
the overall portfolio serviced by the Company.

Selling, general and administrative expenses increased $3.2 million, or
22.6%, for the year ended December 31, 1997 as compared to the year ended
December 31, 1996. Such increase was primarily attributable to a 20% increase in
the number of employees needed to maintain and manage the Company's increased
portfolio, the general expansion of the Company's operations and the more
competitive employment environment.

The Company's provision for credit losses increased by $1.9 million, or
9.5%, from $19.8 million in 1996 to $21.7 million in 1997. The higher provision
was due to a one-time write-off of securitized receivables of $9.5 million, $5.0
million in one-time write-offs of satellite television equipment receivables and
growth in the overall size of the Company's portfolio.

Depreciation and amortization expense increased by $806,000, or 27.0%, from
1996 to 1997 due to the increased number of rental contracts and the
amortization of the investment costs associated with service contracts.

Interest expense increased by $1.7 million, from $10.2 million for the year
ended December 31, 1996 to $11.9 million in 1997. This increase was primarily
due to an increase in the average outstanding balances of the Company's Credit
Facilities and Subordinated Debt.

As a result of these factors, net income increased by $2.6 million, or
50.6%, from $5.1 million in the year ended December 31, 1996 to $7.7 million in
the year ended December 31, 1997.

Dealer Fundings were $78.2 million for the fiscal year ended December 31,
1997, an increase of $4.3 million, or 5.8%, compared to $73.9 million for the
fiscal year ended December 31, 1996. The Company decided in July 1996 to scale
back its Dealer Fundings of consumer satellite television equipment leases,
funding to Dealers only $0.8 million of such leases in 1997 compared to $4.9
million in 1996. Excluding this factor, the Company had an increase in Dealer
Fundings of $8.4 million, or 12.2%, over 1996. This increase primarily resulted
from continued growth in leases of equipment other than POS authorization
systems, acquisitions of service contracts and loans to commercial businesses.
Gross investment in leases and loans also increased from $247.6 million in 1996
to $258.2 million at December 31, 1997, representing an increase of $10.6
million, or 4.3%. Cash collections increased by $31.3 million, or 35.9%, from
$87.1 million in 1996 to $118.4 million in 1997 due to the increase in the size
of the Company's overall portfolio, as well as the Company's continued emphasis
on collections. Unearned income decreased $3.9 million, or 5.1%, from $77.0
million at December 31, 1996 to $73.1 million at December 31, 1997. This
decrease resulted primarily from increased acquisitions of service contracts and
originations of loans which are accounted for on a cost basis and as a result do
not have any unearned income associated with them, as well as one-time
write-offs in 1997 of approximately $5.0 million in consumer satellite
television equipment lease receivables and $9.5 million of securitized
receivables and the corresponding unearned income associated with those leases.

Year Ended December 31, 1996 Compared to the Year Ended December 31, 1995

Total revenues for fiscal year 1996 were $55.6 million, an increase of
$19.4 million, or 53.8% over fiscal year 1995, due to increases of 43.1% in
income on leases and loans, 123.7% in rental income and 59.3% in total fee
income. The increase in income on leases and loans was the result of the
continued growth in the

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Company's lease portfolio in 1996, while the increase in rental income was due
to the increased number of lessees who continue to rent the equipment beyond the
original lease term. Fee income increased as a result of the continued growth in
the overall portfolio serviced by the Company.

Selling, general and administrative expenses were $14.1 million in 1996,
representing an increase of 65.9% over such expenses in 1995, due primarily to a
34% increase in the number of personnel and the significant growth in the
Company's lease portfolio from 1995 to 1996.

The Company's provision for credit losses increased by $6.4 million from
$13.4 million in 1995 to $19.8 million in 1996. $5.0 million of this increase
was due to an acceleration of the Company's charge-off periods to better reflect
the characteristics of the Company's delinquent accounts and collection efforts,
with the remaining increase resulting from the continued growth in the Company's
portfolio and anticipated losses resulting from continued delinquencies in the
Company's consumer satellite television equipment portfolio.

Depreciation and amortization expense increased by $1.5 million from $1.5
million in 1995 to $3.0 million in 1996. This increase was due to the increased
number of rental contracts in the Company's portfolio.

Interest expense increased by $1.6 million, or 18.7%, from $8.6 million in
1995 to $10.2 million in 1996. This increase was primarily due to an increase in
the average outstanding balances of the Company's Credit Facilities and
Subordinated Debt.

As a result of these factors, net income increased by $2.6 million, or
101.3%, from $2.5 million for the year ended December 31, 1995 to $5.1 million
in the year ended December 31, 1996.

Dealer Fundings were $73.9 million in 1996, a decrease of $2.6 million, or
3.4%, over the $76.5 million funded during 1995. The decrease in Dealer Fundings
in 1996, excluding portfolio purchases, was primarily attributable to
management's focus on maintaining higher rates of return on POS authorization
systems, exiting the business of origination of consumer satellite television
equipment leases and performing developmental work to reposition the Company's
efforts in other commercial and residential markets, including the design of
more competitive products, a product-specific sales approach, and a renewed
focus on service contracts. Gross investment in leases and loans also increased
from $189.7 million at December 31, 1995, to $247.6 million at December 31,
1996, representing a 30.5% increase. Cash collected was $87.1 million during
1996, an increase of $26.5 million, or 43.7%, over the $60.6 million collected
in 1995. This increase was due to the increase in the size of the Company's
overall portfolio, as well as the Company's continued emphasis on collections.
Unearned income increased $16.7 million, or 27.7%, from $60.3 million at
December 31, 1995 to $77.0 million at December 31, 1996. This increase resulted
from an increase in the size of the Company's lease portfolio.

LIQUIDITY AND CAPITAL RESOURCES

General

The Company's lease and finance business is capital-intensive and requires
access to substantial short-term and long-term credit to fund new leases,
contracts and loans. Since inception, the Company has funded its operations
primarily through borrowings under its Credit Facilities, issuances of
Subordinated Debt and its on-balance sheet Securitizations. The Company will
continue to require significant additional capital to maintain and expand its
volume of leases, contracts and loans funded, as well as to fund any future
acquisitions of leasing companies or portfolios.

The Company's uses of cash include the origination and acquisition of
leases, contracts and loans, payment of interest expenses, repayment of
borrowings under its Credit Facilities, Subordinated Debt and Securitizations,
payment of selling, general and administrative expenses, income taxes and
capital expenditures.

The Company utilizes its Credit Facilities to fund the origination and
acquisition of leases that satisfy the eligibility requirements established
pursuant to each facility. At March 31, 1998, the Company had an aggregate
maximum of $140 million available for borrowing under two Credit Facilities, of
which the Company had borrowed an aggregate of approximately $67.5 million. The
Company also uses its Subordinated Debt program as a source of funding for
potential acquisitions of portfolios and leases which otherwise are not eligible
for funding under the Credit Facilities and for potential portfolio purchases.
See "Description of Certain Indebtedness" for a description of the terms of the
Credit Facilities and the Subordinated Debt. To
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26

date, cash flow from its portfolio and other fees have been sufficient to repay
amounts borrowed under the Credit Facilities and Subordinated Debt.

The Company believes that cash flow from its operations, the net proceeds
to the Company of the Offering and amounts available under its Credit Facilities
will be sufficient to fund the Company's operations for the foreseeable future.
Although the Company is not currently involved in negotiations and has no
current commitments or agreements with respect to any acquisitions, to the
extent that the Company successfully consummates acquisitions, it may be
necessary to finance such acquisitions through the issuance of additional debt
or equity securities, the incurrence of indebtedness or a combination of both.
See "Risk Factors -- Dependence on External Financing."

Hedging Transactions

The implicit yield to the Company on all of its leases, contracts and loans
is on a fixed interest rate basis due to the leases, contracts and loans having
scheduled payments that are fixed at the time of origination of the lease. When
the Company originates or acquires leases, contracts and loans it bases its
pricing in part on the "spread" it expects to achieve between the implicit yield
rate to the Company on each lease and the effective interest cost it will pay
when it finances such leases, contracts and loans through its Credit Facilities.
Increases in interest rates during the term of each lease, contract or loan
could narrow or eliminate the spread, or result in a negative spread. See "Risk
Factors -- Risk of Increased Interest Rates." The Company has adopted a policy
designed to protect itself against interest rate volatility during the term of
each lease, contract or loan.

Given the relatively short average life of the Company's leases, contracts
and loans, the Company's goal is to maintain a blend of fixed and variable
interest rate obligations. As of March 31, 1998, the Company's outstanding fixed
rate indebtedness, including indebtedness outstanding under the Company's
Securitizations and indebtedness subject to the swap described below,
represented 67.5% of the Company's outstanding indebtedness. In July 1997, the
Company entered into an interest rate swap arrangement with one of its banks.
This arrangement, which expires in July 2000, has a notional amount of $17.5
million. The interest rate associated with the swap is capped at 6.6%. During
the term of the swap, the Company has agreed to match the swap amount with
90-day LIBOR loans. If at any time the 90-day LIBOR rate exceeds the swap cap of
6.6%, the bank would pay the Company the difference. Through March 31, 1998, the
Company had entered into LIBOR loans with interest rates ranging from 5.63% to
5.81%.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

See Note B of the notes to the consolidated financial statements for a
discussion of the impact of recently issued accounting pronouncements.

YEAR 2000

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BUSINESS

GENERAL

The Company, which operates primarily through its wholly-owned subsidiary,
Leasecomm Corporation, is a specialized commercial finance company that leases
and rents "microticket" equipment and provides other financing services in
amounts generally ranging from $900 to $2,500, with an average amount financed
of approximately $1,400 and an average lease term of 45 months. The Company
pioneered the use of proprietary software in developing a sophisticated,
risk-adjusted pricing model and automating its credit approval and collection
systems, including a fully-automated Internet-based application, credit scoring
and approval process. This has enabled the Company to better service its dealer
network, to develop economies of scale in originating and servicing over 200,000
leases, contracts and loans and to operate on a nationwide basis in a
historically fragmented market. The majority of the Company's leases are
currently for POS authorization systems. The Company continues to develop other
product lines, including leasing other commercial products and acquiring payment
streams from service contracts.

The Company targets owner-operated or other small commercial enterprises,
with little business credit history and limited or poor personal credit history
at the owner level. The Company provides a convenient source of financing to
these lessees who may have few other sources of credit. The Company primarily
leases and rents low-priced commercial equipment with limited residual value
which is used by these lessees in their daily operations. The Company does not
market its services directly to lessees, but sources leasing transactions
through a nationwide network of over 1,100 Dealers. The Company's ability to
approve applications quickly for a wide range of credit profiles facilitates
Dealer sales, thereby enhancing the Company's relationships with its Dealers.

The Company commenced operations in 1986 and has been profitable every year
since 1987. At March 31, 1998, the Company's gross investment in leases and
loans totaled $262.2 million. The Company's investment grew at a compounded
annual rate of 34.5% from December 31, 1992 to March 31, 1998. The Company
generated revenues and net income of $68.2 million and $7.7 million in 1997,
increases of 22.7% and 50.6%, respectively, over those amounts in 1996. Revenues
and net income for the first quarter of 1998 totaled $18.1 million and $3.1
million, increases of 11.7% and 70.3%, respectively, over the first quarter of
1997.

STRATEGY

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Seeking to Develop New Products and Markets. The Company continues to seek
new product lines to which it can successfully apply its operating strategy,
both in the microticket market and, more recently, the lower end of the
small-ticket market. The Company originates leases for products that typically
have limited distribution channels and high selling costs. The Company
facilitates sales of such products by making them available to Dealers'
customers for a small monthly lease payment rather than a high initial purchase
price. The Company believes that it can leverage the competitive advantage it
has in its current markets to products with similar characteristics. The Company
intends to intensify its marketing effort, including increasing national
awareness of the Leasecomm brand name, as part of its strategy to develop new
product lines.

Expanding its Business through Selective Acquisitions. The Company intends
to pursue selective acquisitions of microticket and small-ticket leasing
companies and lease portfolios where the Company believes it can gain access to
an expanded Dealer base and successfully apply its operating strategy and where
such companies or portfolios can be acquired on attractive terms. In particular,
the Company seeks to acquire lease portfolios which will expand product lines
and ultimately provide a source of additional lease originations or lease
portfolios. The Company presently is not negotiating, nor does it have any
agreements or understandings to make, any such acquisitions.

INDUSTRY OVERVIEW

Lease Financing Industry. The equipment financing industry in the United
States has grown rapidly during the last decade and includes a wide range of
entities that provide funding for the purchase or lease of equipment or
services. The leasing industry in the United States is a significant factor in
financing capital expenditures of businesses. According to research by the
Equipment Leasing Association of America ("ELA"), using United States Department
of Commerce data, approximately $180 billion of the $582 billion spent on
productive assets in 1997 was financed by means of leasing. The ELA estimates
that 80% of all U.S. businesses lease or finance capital assets.

The Company considers the microticket segment of the lease financing
industry to include lease transactions of less than $5,000. It is served by a
wide range of fragmented financing sources primarily on a local and regional
level. The segment also includes equipment manufacturers that finance the sale
or lease of their own products.

The Company believes that the microticket segment is one of the most
rapidly growing segments of the financing industry in part due to (i) a
technology-driven trend toward instant approvals at the point of sale; (ii) the
consolidation of the banking industry, which has eliminated many of the smaller
community banks

27
29

that traditionally provided equipment and service financing for small
businesses; and (iii) the rate of growth and ongoing viability of small
businesses that represent the target market for microticket leasing products.

The Company's market focus includes small businesses with limited business
credit history. According to the Small Business Administration ("SBA"), small
businesses (firms with fewer than 500 employees) contribute 47% of all sales
nationwide, employ 53% of the private non-farm workforce and are responsible for
51% of the private gross domestic product. As of December 31, 1996, small
businesses represented 99% of the 23.3 million non-farm businesses in the United
States. New business formation reached a record level of over 842,000 new
employer firms in 1996, a 2.8% increase over 1995. The number of small
businesses in the U.S., as measured in business tax returns, has increased 57%
since 1982, according to SBA estimates.

Point of Sale Payment Systems. In recent years, consumers demanding fast,
convenient and secure methods of payment have increasingly substituted POS
card-based payments, such as debit, credit and charge cards, for traditional
forms of payment, such as checks and cash. To accommodate consumer preferences
for card-based payments and to facilitate the electronic delivery of such
payments, automated POS authorization systems were introduced in the early
1980s. These new automated capabilities included electronic authorization, data
capture, transaction transmission and settlement. These functions require the
use of a POS terminal capable of reading a cardholder's account information from
the card's magnetic stripe and combining this information with the amount of the
sale entered via a POS terminal keypad. The terminal electronically transmits
this information over a communications network to a computer data center and
then displays the returned authorization or verification response on the POS
terminal. According to published reports, by December 31, 1996, there were 13.2
million POS payment terminals worldwide, of which approximately 47% were located
in the U.S. Published reports have projected sales of POS terminals in the U.S.
to grow at a five-year compound annual rate of 24.6% to approximately 2.4
million terminals by 2000 and revenues from POS terminal sales in the U.S. to
grow at a five-year compound annual rate of 21.7% for the same period. The
Company believes that card-based verifications will become a part of an
increasing number of commercial transactions in the future, including, for
example, verification of drivers' licenses by alcohol and tobacco merchants and
vendor activations of pre-paid cards. Consequently, the Company believes that as
such verifications become more prevalent, demand for POS authorization systems
will increase.

OVERVIEW OF FINANCING PROGRAMS

The Company primarily leases and rents low-priced commercial equipment with
limited residual value to small merchants. Many such merchants prefer leasing
such equipment for a relatively affordable monthly payment rather than
purchasing such equipment outright with a large initial payment. The Company
utilizes its expertise at credit analysis and collections to purchase or
originate monthly payment streams without regard to the residual value of the
leased product. The Company has applied this expertise to leasing a wide variety
of equipment in addition to POS authorization systems, including advertising and
display equipment, coffee machines, paging systems, water coolers and restaurant
equipment. In addition, the Company also acquires service contracts and
opportunistically seeks to enter various other financing markets.

The Company has enjoyed a long history of portfolio growth, fueled by
origination growth in both traditional and developing markets that the Company
serves. Since 1992, the Company's Dealer Fundings have experienced a 29%
compounded annual growth rate. The Company's commercial originations and
financings grew 12% during 1997 compared to 1996, and relate primarily to POS
authorization systems used by small merchants. Although leases for POS
authorization systems continued to be the major source of the Company's revenues
in 1997, leases for other commercial equipment are experiencing significant
growth. The

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following table outlines historical Dealer Fundings defined as the amount paid
to Dealers upon origination for each type of underlying equipment or service
financed:

THREE MONTHS
YEARS ENDED DECEMBER 31, ENDED MARCH 31,
----------------------------- ------------------
1995 1996 1997 1997 1998
(DOLLARS IN THOUSANDS) ---- ---- ---- ---- ----

COMMERCIAL
POS authorization systems(a)........... $54,761 $56,278 $55,588 $13,618 $12,743
Other commercial....................... 9,126 10,294 18,816 3,365 6,688
------- ------- ------- ------- -------
Total commercial.................... $63,887 $66,572 $74,404 $16,983 $19,431
RESIDENTIAL
Service contracts...................... $ 4,427 $ 2,445 $ 2,972 $ 208 $ 1,846
Other residential...................... 8,186 4,869 817 171 6
------- ------- ------- ------- -------
Total residential................... $12,613 $ 7,314 $ 3,789 $ 379 $ 1,852
Total amount funded................. $76,500 $73,886 $78,193 $17,362 $21,283

- ---------------
(a) Excludes portfolio acquisitions in 1996 of approximately $9.8 million
representing 16,200 separate contracts.

The Company's residential financings include acquiring service contracts
from Dealers that provide security monitoring services. The Company's
residential portfolio also includes leases of satellite television equipment.
Despite significant origination volume in this market, the Company made a
strategic decision in July 1996 to de-emphasize the satellite television
equipment business and has greatly reduced originations of these leases since
that time.

The Company originates and services leases, contracts and loans in all 50
states of the United States and its territories, taking advantage of the
nationwide reach of its Dealer network. As of March 31, 1998, leases in
California, Florida, Texas and New York accounted for approximately 40% of the
Company's portfolio, with none of the remaining states accounting for more than
5% of such total.

TERMS OF EQUIPMENT LEASES

Substantially all equipment leases originated or acquired by the Company
are non-cancelable. During the term of a typical lease, the Company is scheduled
to receive payments sufficient, in the aggregate, to cover the Company's
borrowing costs and the costs of the underlying equipment, and to provide the
Company with an appropriate profit. Throughout the term of the lease, the
Company charges late fees, prepayment penalties, loss and damage waiver fees and
other service fees, when applicable, which enhance the profitability of the
lease. The initial non-cancelable term of the lease is equal to or less than the
equipment's estimated economic life. Initial terms of the leases in the
Company's portfolio generally range from 12 to 48 months, with an average
initial term of 45 months for leases originated in the first quarter of 1998.

The terms and conditions of all of the Company's leases are substantially
similar. In most cases, the contracts require lessees to: (i) maintain, service
and operate the equipment in accordance with the manufacturer's and
government-mandated procedures; (ii) insure the equipment against property and
casualty loss; (iii) pay all taxes associated with the equipment; and (iv) make
all scheduled contract payments regardless of the performance of the equipment.
The Company's standard lease forms provide that in the event of a default by the
lessee, the Company can require payment of liquidated damages and can seize and
remove the equipment for subsequent sale, refinancing or other disposal at its
discretion. Any additions, modifications or upgrades to the equipment,
regardless of the source of payment, are automatically incorporated into and
deemed a part of the equipment financed.

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RESIDUAL INTERESTS IN UNDERLYING EQUIPMENT

The Company typically owns a residual interest in the equipment covered by
a lease. The Company's equipment leases outstanding as of March 31, 1998 had an
aggregate residual value of approximately $16.9 million, representing 7.0% of
the Company's total lease receivables at March 31, 1998.

At the end of the lease term, the lease typically converts into a
month-to-month rental contract. If the lease does not convert, the lessee either
buys the equipment at a price quoted by the Company or returns the equipment. If
the equipment is returned, the Company may place the equipment into its used
equipment rental and leasing program. The Company may also sell the used
equipment through equipment brokers and remarketers in order to maximize the net
proceeds from such sale.

ORIGINATION AND UNDERWRITING

Sales and Marketing. The Company provides financing to obligors under
microticket leases, contracts and loans through its Dealers. Since the Company
relies primarily on its network of Dealers for its origination volume, the
Company considers them its customers. The Company's nationwide Dealer network is
the key to the Company's origination volume, with over 1,100 different Dealers
originating 56,002 Company leases, contracts and loans in 1997. Cardservice
Laguna accounted for approximately 14% of all originations in 1997. No other
Dealer accounted for more than 10% of the Company's origination volume during
such year.

The Company seeks to maintain relationships with its Dealers in order to
establish the Company as the provider of financing recommended by such Dealers
to their customers. The Company does not sign exclusive agreements with its
Dealers, but expects Dealers to conduct a significant portion of their business
with the Company in order to ensure a productive, cost-effective relationship.
Thousands of Dealers nationwide provide a wide variety of services to small
merchants. Dealers interact with merchants directly, and, for example, typically
market not only POS authorization systems, but also their financing through the
Company and ancillary POS processing services. As such, the Dealers' sales
approach appeals to the multiple needs of a small merchant and allows for sales
that are driven as much by convenience as by price. The Company believes that
lease financing represents a compelling alternative for any product critical to
a merchant's ongoing operation whose initial cost exceeds a particular price
threshold for small merchants.

The Company's marketing strategy is to increase its volume of funding by
(i) maintaining, expanding and supporting its network of Dealers, (ii)
developing programs for specific vendor or customer groups, (iii) developing and
introducing complementary lease finance products that can be marketed and sold
through its existing network of Dealers and (iv) increasing national awareness
of the Leasecomm brand name. The Company receives on average 7,000 to 10,000
applications per month (10,079 in May 1998) through its network of Dealers.
Because of this volume, and in order to continue to expand, cultivate and
nurture these relationships, the Company's 45 customer service employees in its
two locations work directly with this Dealer network. Management believes that a
focused marketing effort with dedicated personnel by product type will ensure
the continuation of significant origination growth and profitability in the
future. The Company also employs 11 individuals who are dedicated to marketing
to Dealers in specific product segments to ensure that the Company adequately
addresses the unique characteristics of the product. These employees are
responsible for implementing marketing plans and coordinating marketing
activities with the Company's Dealers, as well as attending industry conventions
and trade shows on behalf of the Company. As new product initiatives are
developed, the Company intends to continue to dedicate personnel in this manner.

The Company provides a variety of value-added services to its Dealers,
including fast responses to applications, consistent underwriting, quick and
reliable funding following application approval and identifiable and dedicated
support nationwide. In addition, as a further convenience to its Dealers, the
Company has developed Leasecomm Direct(TM), an Internet-based application
processing, credit approval and Dealer information tool. Using Leasecomm
Direct(TM), a Dealer can input an application directly to the Company via the
Internet and obtain almost instantaneous approval automatically over the
Internet through the Company's computer system, all without any contact with any
employee of the Company. The Company also offers Instalease(R), a program that
allows a Dealer to submit applications by telephone, telecopy or e-mail to a
Company representative, receive approval, and complete a sale from a lessee's
location. By assisting the
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Dealers in providing timely, convenient and competitive financing for their
equipment or service contracts and offering Dealers a variety of value-added
services, the Company simultaneously promotes equipment and service contract
sales and the utilization of the Company as the finance provider, thus
differentiating the Company from its competitors.

Originations. In a typical lease transaction, the Company originates
leases referred to it by the Dealer and buys the underlying equipment from the
referring Dealer upon funding of an approved application. Leases are structured
with limited recourse to the Dealer, with risk of loss in the event of default
by the lessee residing with the Company in most cases. The Company owns the
underlying equipment covered by a lease and, in substantially all cases, retains
a residual interest in such underlying equipment. The Company performs all
processing, billing and collection functions under its leases.

In a typical transaction for the acquisition of service contracts, a
homeowner will purchase a security system and simultaneously sign a contract
with the Dealer for the monitoring of that system for a monthly fee. The Dealer
will then sell the right to payment under that contract to the Company for a
multiple of the monthly payments. The Company performs all processing, billing
and collection functions under these contracts.

Underwriting. The Company has developed credit underwriting policies and
procedures that management believes have been effective in determining pricing
which is commensurate with the creditworthiness of its obligors. The nature of
the Company's business requires two levels of review, the first focused on the
ultimate end-user of the equipment or service and the second focused on the
Dealer. The Company's variable pricing approach, which compensates for differing
risk profiles through risk-adjusted pricing, allows the Company to underwrite
obligors with a broad band of credit quality and provide financing in situations
where its competitors may be unwilling to provide such financing.

The Company utilizes a proprietary automated computer scoring model to
assess the credit of both the lessee and the Dealer along several dimensions.
This software does not produce a binary, "yes or no" decision, but rather
determines the price at which the lease, contract or loan can be profitably
underwritten. The Company has developed its credit-scoring model internally over
the past twelve years based on its specific experiences with its portfolio of
leases, contracts and loans and its extensive experience with its lessees and
Dealers. The Company believes that no general commercially available
credit-scoring model is as effective as the Company's model in predicting the
payment behavior of the Company's lessee base. The Company reviews its
underwriting policies and the computer scoring model on a regular basis and
makes adjustments when necessary.

The approval process begins with the submission by telephone, facsimile or
electronic transmission of a credit application by the Dealer. Upon submission,
the Company, either manually or through Leasecomm Direct(TM) over the Internet,
conducts its own independent credit investigation of the lessee through its own
proprietary data base and recognized commercial credit reporting agencies such
as Dun & Bradstreet, TRW, Equifax and TransUnion. The Company's software
evaluates this information on a two-dimensional scale, examining both credit
depth (how much information exists on an applicant) and credit quality (past
payment history). The credit scoring model is complex and automatically adjusts
for different transactions. For instance, depending on the size of the credit,
different weight is placed on individual pieces of credit information. In
situations where the amount financed is over $3,000, the Company may go beyond
its own data base and recognized commercial credit reporting agencies and obtain
information from less readily available sources such as banks. In certain
instances, the Company will require the lessee to provide verification of
employment and salary.

The second aspect of the credit decision involves an assessment of the
originating Dealer. This assessment reflects the Company's experience that the
likelihood of lessee compliance is commensurate with Dealer quality. Dealers
undergo both an initial screening process and ongoing evaluation, including an
examination of Dealer portfolio performance, lessee complaints, cases of fraud
or misrepresentation, aging studies, number of applications and conversion rates
for applications. This ongoing assessment enables the Company to manage its
Dealer relationships, including ending relationships with poor-performing
Dealers.

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Upon credit approval, the Company requires receipt of signed lease
documentation on the Company's standard or other pre-approved lease form before
funding. Once the equipment is shipped and installed, the Dealer invoices the
Company, and thereafter the Company verifies that the lessee has received and
accepted the equipment. Upon the lessee authorizing payment to the Dealer, the
lease is forwarded to the Company's funding and documentation department for
funding, transaction accounting and billing procedures.

Bulk and Portfolio Acquisitions. In addition to originating leases through
its Dealer relationships, the Company from time to time has purchased lease
portfolios from Dealers in order to grow its portfolio and diversify the
underlying equipment financed. The Company purchases leases from Dealers on an
ongoing basis in packages ranging from $20,000 to $200,000. While certain of
these leases initially do not meet the Company's underwriting standards, the
Company will often purchase the leases once the lessee demonstrates a payment
history. The Company will only acquire these smaller lease portfolios in
situations where the company selling the portfolio will continue to act as a
Dealer following the acquisition. The Company also completed the acquisition of
two large POS authorization system lease and rental portfolios in 1996, both of
which have contributed to lease yield, fee income and extended rental profits.
The first acquisition, completed in May 1996, consisted of over 8,000 rental
contracts with total fundings of $1.9 million. The Company acquired
approximately 8,200 leases in December 1996 with fundings of $7.9 million. The
Company considers portfolio acquisitions to be a lucrative source of immediate
lease yield and fee income as well as future rental income, and accordingly,
will continue to pursue such acquisitions.

SERVICING AND COLLECTIONS

The Company performs all servicing functions on its leases, contracts and
loans, including its securitized leases, through its automated servicing and
collection system. Servicing responsibilities generally include billing,
processing payments, remitting payments to Dealers and investors in
Securitizations, preparing investor reports, paying taxes and insurance and
performing collection and liquidation functions.

The Company's business is operationally intensive, due in part to the small
average amount financed. Accordingly, technology and automated processes are
critical in keeping servicing costs to a minimum while providing quality
customer service. The Company's automated lease administration system handles
application tracking, invoicing, payment processing, automated collection
queuing, portfolio evaluation and report writing. The system is linked with bank
accounts for payment processing and provides for direct withdrawal of lease,
contract and loan payments.

The Company combines its collection efforts with its general relations with
obligors. A Lessee Relations Representative ("LRR") is assigned to each lease,
contract or loan at the time of funding, giving each lessee or other obligor a
specific customer relations contact throughout the term of the lease, contract
or loan, including during delinquent collection efforts. The lessee relations
department is organized under the Director of Lessee Relations, who manages 2
senior managers, 11 supervisors and 61 LRRs. LRRs are broadly classified as
either "front-end" (43 LRRs) or "back-end" (18 LRRs), with the "back-end" LRRs
servicing only very delinquent accounts. The "back-end" LRRs generally have
several years of experience with delinquent accounts and are entirely dedicated
to collections.

The Company's collection effort is a key component of its success. The
Company believes that its competitors have not energetically pursued collection
of microticket delinquent accounts due to the perceived high costs of collecting
relatively small monthly payments against equipment with low resale value. In
contrast, the Company can cost-effectively pursue such delinquencies due to its
highly automated collection process. In addition to writing collection letters,
making collection calls and reporting delinquent accounts to the credit
reporting agencies, the Company litigates essentially all delinquent accounts
where necessary and obtains and enforces judgments through a network of over 100
law firms nationwide. The Company uses several computerized processes in its
collection efforts, including the generation of daily priority call lists and
scrolling for daily delinquent account servicing, generation and mailing of
delinquency letters, routing of incoming calls to appropriate LRRs with instant
computerized access to account details, generation of delinquent account lists
eligible for litigation, generation of pleadings and litigation monitoring.
Collection

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efforts commence immediately, with repeated reminder letters and telephone calls
upon payments becoming 10 days past due, with a lawsuit generally filed if an
account is more than 85 days past due.

The Company takes a team-oriented approach to collections, with supervisors
directly overseeing a team of five to six LRRs. Compensation at all levels of
the collection effort is linked to the success of the entire collection team.
LRRs are assigned daily productivity targets based on dollars collected, phone
calls placed and phone calls fielded, with scrolling call lists reprioritized
nightly. If these targets are exceeded, LRRs receive a higher percentage of the
amounts collected based on a tiered compensation scale. In order to be eligible
for the highest scale of commissions, each team member must meet his collection
target, providing an incentive to team members to assist in the servicing of
each team member's accounts.

EXPOSURE TO CREDIT LOSSES

The Company's risk-adjusted approach to underwriting allows it to
profitably originate and acquire leases, contracts and loans with a high risk of
default. The Company's risk-adjusted pricing model and credit analyses are
designed to take into account estimated defaults. The Company attempts to
maximize the ultimate cash collected through its disciplined and persistent
collection procedures. Management evaluates the collectibility of leases,
contracts and loans acquired or originated based on the lessee's or other
obligor's and Dealer's respective credit profiles, delinquency statistics,
historical loss experience, current economic conditions and other relevant
factors. The Company provides an allowance for credit losses on the entire
portfolio based on historical charge-offs and funds such allowance during the
period from funding through the date leases, contracts or loans mature. The
Company's allowance for credit losses is based on estimates and qualitative
evaluations, and ultimate losses will vary from current estimates. These
estimates are reviewed periodically and, as adjustments, either positive or
negative, become necessary, they are reported in the Company's results of
operations for the period in which they become known.

The Company seeks to protect itself from credit exposure relating to poor
quality Dealers by entering into recourse agreements with its Dealers, under
which the Dealer agrees to reimburse the Company for payment of defaulted
amounts under certain circumstances, primarily defaults within the first month
following origination and upon evidence of Dealer errors or misrepresentations
in originating a lease or contract. In case of Dealer error or
misrepresentation, the Company will charge-back the Dealer for both the lessee's
delinquent amounts and attorney and court fees.

The following table sets forth certain information as of December 31, 1995,
1996 and 1997, with respect to delinquent leases, contracts and loans. The
percentages in the table below represent the aggregate in each year of actual
amounts not paid on each invoice by the number of days past due (rather than the
entire balance of a delinquent receivable) over the entire cumulative amount
billed on all leases, contracts and loans in the Company's portfolio from the
date of origination. For example, if a receivable is over 90 days past due, the
portion of the receivable which is over 30 days past due will be placed in the
31-60 days past due category, the portion of the receivable which is over 60
days past due will be placed in the 61-90 days past due category and the portion
of the receivable which is over 90 days past due will be placed in the over 90
days past due category. The Company historically has used this methodology of
calculating its delinquencies because of its experience that lessees who miss a
payment do not necessarily default on the entire lease. Accordingly, the Company
includes only the amount past due rather than the entire lease receivable in
each category.

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In the following table, amounts in the "As Adjusted" column represent (i)
contractual delinquencies (including the entire lease receivable with the
exception of service contracts as to which only the amount billed and collected
is included) in each category as a percentage of (ii) the sum of receivables due
in installments plus investment in service contracts plus loans receivable
($243.6 million at December 31, 1997).

AS OF DECEMBER 31,
--------------------------------------------
1997,
1995 1996 1997 AS ADJUSTED
---- ---- ---- -----------

Cumulative amount billed (in thousands)... $120,947 $189,798 $260,958 --
31-60 days past due....................... 1.0% 1.6% 1.6% 3.2%
61-90 days past due....................... 0.8 1.2 1.1 2.4
Over 90 days past due..................... 5.7 6.6 7.0 19.9
Total past due....................... 7.5 9.4 9.7 25.5

The following table sets forth the Company's allowance for credit losses as
of December 31, 1994 and for the years ended December 31, 1995, 1996 and 1997
(in thousands):

Balance at December 31, 1994................................ $ 7,992
Provision for credit losses................................. 13,388
Charge-offs................................................. 5,964
Recoveries.................................................. 536
Charge-offs, net of recoveries.............................. 5,428
-------

Balance at December 31, 1995................................ $15,952
Provision for credit losses................................. 19,822
Charge-offs................................................. 15,675
Recoveries.................................................. 3,727
Charge-offs, net of recoveries.............................. 11,948
-------

Balance at December 31, 1996................................ $23,826
Provision for credit losses................................. 21,713
Charge-offs................................................. 24,290
Recoveries.................................................. 5,070
Charge-offs, net of recoveries.............................. 19,220
-------

Balance at December 31, 1997................................ $26,319

The following table sets forth for the indicated period the Company's
charge-offs and provision for credit losses as a percentage of the sum of
average gross investment in leases and loans plus investment in service
contracts:

1995 1996 1997
---- ---- ----

Average gross investment in leases and loans and
investment in service contracts (in
thousands)(1).................................... $152,492 $218,665 $254,004
Net charge-offs.................................... 3.56% 5.46% 7.57%
Provision for credit losses........................ 8.78% 9.07% 8.55%

- ---------------
(1) Consists of receivables due in installments, estimated residual value, loans
receivable and investment in service contracts.

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The Company's policy is to take charge-offs against its receivables
generally when the account is 360 days past due. Management believes that the
length of the Company's charge-off period reflects the characteristics of its
delinquent accounts and its collection efforts.

Charge-offs in 1996 and 1997 were higher due to (i) acceleration of the
charge-off periods in 1996 which resulted in one-time write-offs in the amount
of $5.0 million to better reflect the characteristics of the Company's
delinquent accounts and collection efforts; (ii) $5.0 million in write-offs
related to satellite television equipment receivables in 1997; and (iii) a
one-time write-off of securitized receivables of $9.5 million in 1997.
Cumulative net charge-offs after recoveries from the Company's inception through
December 31, 1997 were 6.78% of total cumulative originations plus total billed
fees over such period.

FUNDING SOURCES

The Company maintains a diverse mix of funding sources which include its
Credit Facilities, Subordinated Debt, and Securitizations. Historically, the
Company has fulfilled its liquidity needs by utilizing each of these three
sources. See "Description of Certain Indebtedness."

COMPETITION

FACILITIES

The Company's corporate headquarters and operations center are located in
leased space of 34,851 square feet at 950 Winter Street, Waltham, Massachusetts
02154. The Company's telephone number is (781) 890-0177. The lease for this
space expires on June 30, 1999. The Company also leases 2,933 square feet of
office space for its West Coast office in Newark, California under a lease which
expires on August 31, 2001. As of March 31, 1998, the aggregate monthly rent
under these leases was approximately $77,258.

EMPLOYEES

As of March 31, 1998, the Company had 231 full-time employees, of which 45
were engaged in credit activities and Dealer service, 115 were engaged in
servicing and collection activities, 11 were engaged in marketing activities,
and 60 were engaged in general administrative activities. Management believes
that its relationship with its employees is good. No employees of the Company
are members of a collective bargaining unit in connection with their employment
by the Company.

LEGAL PROCEEDINGS

The Company and its subsidiaries are frequently parties to various claims,
lawsuits and administrative proceedings arising in the ordinary course of
business. Although the outcome of these lawsuits cannot be predicted with
certainty, the Company does not expect such matters to have a material adverse
effect on the financial condition or results of operations of the Company.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the name, age and position with the Company
of each of the directors and executive officers of the Company:

NAME AGE POSITION
---- --- --------

Peter R. Bleyleben(1)........................... 45 President, Chief Executive Officer and
Director
Brian E. Boyle(1)(2)............................ 50 Director
Torrence C. Harder(1)(2)........................ 54 Director
Jeffrey Parker(2)............................... 54 Director
Alan Zakon(1)(2)................................ 62 Director
Richard F. Latour............................... 44 Executive Vice President, Chief Operating
Officer and Chief Financial Officer
J. Gregory Hines................................ 37 Vice President, Funding
John Plumlee.................................... 45 Vice President, MIS
Carol A. Salvo.................................. 31 Vice President, Legal

- ---------------
(1) Member of Audit Committee

(2) Member of Compensation Committee

Set forth below is a brief description of the business experience of the
directors and executive officers of the Company.

PETER R. BLEYLEBEN has served as President, Chief Executive Officer and
Director of the Company or its predecessor since June 1987. Before joining the
Company, Dr. Bleyleben was Vice President and Director of the Boston Consulting
Group, Inc. ("BCG") in Boston. During his more than eight years with BCG, Dr.
Bleyleben focused his professional strategic consulting practice on the
financial services and telecommunications industries. Prior to joining BCG, Dr.
Bleyleben earned an M.B.A. with distinction and honors from the Harvard Business
School, an M.B.A. and a Ph.D. in Business Administration and Economics,
respectively, from the Vienna Business School in Vienna, Austria and a B.S. in
Computer Science from the Vienna Institute of Technology.

BRIAN E. BOYLE, the Chief Executive Officer of the Company from 1985 to
1987 and Chairman of the Board of Directors from 1985 to 1995, has served as a
Director of the Company or its predecessor since 1985. He is currently the Vice
Chairman and a Director of Boston Communications Group, Inc. ("Communications"),
a Boston-based provider of switch-based call processing to the global wireless
industry. Prior to joining Communications, Dr. Boyle was the Chairman and Chief
Executive Officer of Credit Technologies, Inc., a Massachusetts-based provider
of credit decision and customer acquisition software, from 1989 to 1993. He is
also a Director of Saville Systems, a global telecommunications billing software
company, with its United States headquarters in Burlington, Massachusetts, as
well as of several private companies. Dr. Boyle earned his A.B. in Mathematics
and Economics from Amherst College and a B.S. in Electrical Engineering and
Computer Science, an M.S. in Operations Research, an E.E. in Electrical
Engineering and Computer Science and a Ph.D. in Operations Research, all from
the Massachusetts Institute of Technology.

TORRENCE C. HARDER has served as a Director of the Company since 1986. He
has been the President and Director of Harder Management Company, Inc., a
registered investment advisory firm, since its establishment in 1971. He has
also been the President and Director of Entrepreneurial Ventures, Inc., a
venture capital investment firm, since its founding in 1986. Mr. Harder is a
Director of Lightbridge, Inc., a wireless industry software services provider,
Dent-A-Med, Inc., RentGrow, Inc., GWA Information Systems, Inc., Trade Credit
Corporation and UpToDate in Medicine, Inc. Mr. Harder earned an M.B.A. from the
Wharton School of the University of Pennsylvania, and a B.A. with honors in the
Philosophy of Economic Thought from Cornell University.

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JEFFREY PARKER has served as a Director of the Company since 1992. He is
the founder and has served since 1997 as the Chief Executive Officer of
CCBN.COM, a world wide web information services company based in Boston. He is
also the founder and has served since 1991 as the managing director of Private
Equity Investments, a venture capital firm focusing on start-up and early stage
companies. Mr. Parker is a Director of Boston Treasury Systems, FaxNet
Corporation, Pacific Sun Industries, Vintage Partners and XcelleNet, Inc. Mr.
Parker earned a B.A., an M.A. in Engineering and an M.B.A. from Cornell
University.

ALAN ZAKON has served as a Director of the Company since 1988. Since 1995,
he has been the Vice Chairman and a Director, and since November 1997, Chairman
of the Executive Committee, of Autotote Corporation, a New York-based global
gaming and simulcasting company. He served as Managing Director of Bankers Trust
Corporation from 1989 to 1995 where he was Chairman of the Strategic Policy
Committee. Dr. Zakon is a Director of Arkansas-Best Freight Corporation, a
nationwide commercial transportation and trucking company. Dr. Zakon holds a
B.A. from Harvard University, an M.S. in Industrial Management from the Sloane
School at the Massachusetts Institute of Technology and a Ph.D. in Economics and
Finance from the University of California at Los Angeles.

RICHARD F. LATOUR has served as Executive Vice President, Chief Operating
Officer and Chief Financial Officer of the Company since 1995. From 1986 to
1995, Mr. Latour was Vice President of Finance and Chief Financial Officer of
the Company. Prior to joining the Company, Mr. Latour was Vice President,
Finance for TRAK, Incorporated, an international manufacturer and distributor of
consumer products, where he was responsible for all financial and related
administrative functions.

J. GREGORY HINES has served as Vice President, Funding since 1993. From the
time he joined the Company in 1992 until 1993, Mr. Hines served as funds manager
of the Company. Prior to joining the Company, Mr. Hines was an assistant vice
president in the Equipment Finance Division at the Bank of New England, N.A. and
Fleet National Bank.

JOHN PLUMLEE has served as Vice President, MIS, of the Company since 1990.
Prior to joining the Company, Mr. Plumlee was Vice President of M.M.C., Inc., a
firm focusing on the delivery of software services to local governments.

CAROL SALVO has served as Vice President, Legal, of the Company since 1996.
From 1992 to 1995, Ms. Salvo served as Litigation Supervisor of the Company.
From 1995 to 1996, Ms. Salvo served as Director of Legal Collection Services of
the Company. Prior to joining the Company, Ms. Salvo was a junior accountant
with InfoPlus Inc.

Each of the above-named directors of the Company serves until the next
annual meeting of the stockholders of the Company or until their respective
earlier removal or resignation. Each of the above-named executive officers of
the Company serves until his or her successor is appointed by the Board of
Directors.

COMPENSATION OF DIRECTORS

The Board of Directors of the Company is comprised of five Directors, one
of whom, Peter Bleyleben, is a salaried employee of the Company who receives no
additional compensation for services rendered as a Director. The members of the
Company's Board of Directors who are not employees of the Company ("Non-
Employee Directors") receive compensation under the Company's Board of Directors
Stock Unit Compensation Plan (the "Stock Unit Plan") for their service on the
Board of Directors. Directors also are reimbursed for out-of-state travel
expenses incurred in connection with attendance at meetings of the Board of
Directors and committees thereof.

The Company adopted the Stock Unit Plan in February 1997. Under the Stock
Unit Plan, Non-Employee Directors who do not serve as committee chairpersons
receive up to $30,000 per year, payable $3,750 per meeting in cash and $3,750
per meeting in stock units (the "Stock Units"). Committee chairpersons receive
up to $35,000 per year, payable $4,375 per meeting in cash and $4,375 per
meeting in Stock Units. In addition, the Company pays for health care insurance
for each Non-Employee Director. Under the Stock Unit Plan, the Company pays the
participant the cash amount currently and credits Stock Units in the appropriate
amounts to a deferred fee account on the date of the Board of Directors or
Committee
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39

meeting. Each Stock Unit in the deferred fee account is valued at the time each
such credit is made at the then-current value of the Common Stock, as that value
is determined from time to time by the Board of Directors. The number of Stock
Units credited to each Non-Employee Director's deferred fee account and the
value placed on each Stock Unit is appropriately adjusted in the event of a
stock dividend, stock split or other similar change affecting the Common Stock.

If any person or group acquires the right to obtain beneficial ownership of
51% or more of the outstanding Common Stock, each Non-Employee Director may
elect to convert his or her Stock Units into cash at the per share price to be
paid by such person or group if such price is higher than the value at which the
Stock Unit was granted. A participant is not entitled to payment for any Stock
Unit with a value less than such per share price. If a Director dies prior to
the receipt of the distribution under the Stock Unit Plan, the distributable
balance thereunder shall be distributed to the Non-Employee Director's
designated beneficiary. The Board of Directors may terminate the Stock Unit Plan
at any time in its discretion. The Stock Unit Plan is automatically terminated
upon completion of all distributions required thereunder.

As of March 31, 1998, Dr. Boyle, Mr. Harder, Mr. Parker and Dr. Zakon had
1,316.17, 1,535.53, 1,316.17 and 1,535.53 Stock Units in their respective
accounts.

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth certain information
concerning the compensation payable by the Company to its Chief Executive
Officer and its other four most highly compensated executive officers for the
years ended December 31, 1997 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE(1)

LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
NAME AND -------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(2) OPTIONS(#) COMPENSATION(3)
------------------ ---- ------ -------- ---------- ---------------

Peter R. Bleyleben............... 1997 $218,798 $276,736 0 $71,073(4)
President, Chief Executive 1996 187,837 214,073 0 73,674
Officer and Director 1995 182,208 173,285 25,000 8,779

Richard F. Latour................ 1997 169,495 153,255(5) 0 49,680(6)
Executive Vice President, 1996 141,535 36,000 0 44,381
Chief Operating Officer 1995 129,787 26,559 42,500 4,623
and Chief Financial Officer

J. Gregory Hines................. 1997 87,348 26,950 0 3,206(7)
Vice President, Funding 1996 79,853 10,320 0 1,986
1995 71,602 6,122 20,000 1,657

John Plumlee..................... 1997 124,624 29,769 0 20,687(8)
Vice President, MIS 1996 108,657 14,346 0 17,903
1995 91,727 6,713 15,000 2,245

Carol Salvo...................... 1997 73,347 8,802 0 2,170(9)
Vice President, Legal 1996 47,190 3,817 0 1,502
1995 44,182 0 15,000 988

- ---------------
(1) Columns required by the Rules and regulations of the Securities and Exchange
Commission that contain no entries have been omitted.

(2) Bonuses are paid over a three-year period, with one-third payable each year.
The remaining two-thirds is subject to discretionary review by the Company
and, therefore, does not vest to the employee. The bonus amount set forth
for each fiscal year thus represents the amount actually paid for such
fiscal year, plus amounts relating to the prior two fiscal years.

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40

(3) All other compensation for 1995 does not include amounts paid by the Company
for split dollar life insurance premiums and executive disability insurance
policy premiums because the Company paid these premiums in a lump sum and
did not calculate amounts attributable to each individual.

(4) Amounts for Dr. Bleyleben include: (a) contributions by the Company under
the Company's 401(k) retirement/profit sharing plan in 1997 ($4,470), 1996
($4,500) and 1995 ($4,620); (b) split dollar life insurance premiums paid by
the Company in 1997 ($62,461) and 1996 ($60,515) (in the event of the death
of Dr. Bleyleben, the Company is entitled to the cash value under such plan
with the beneficiary receiving the life insurance portion thereof); (c)
executive disability insurance policy premiums paid by the Company in 1997
($3,546) and 1996($3,546); and (d) the benefit to the executive of
interest-free loans from the Company based on the applicable federal rate in
effect on the date of issuance of such loan, in 1997 ($596), 1996 ($5,113)
and 1995 ($4,159).

(5) Does not include $179,745 which related to bonuses awarded in prior years
and deferred until 1997 at Mr. Latour's option.

(6) Amounts for Mr. Latour include: (a) contributions by the Company under the
Company's 401(k) retirement/profit sharing plan in 1997 ($4,500), 1996
($4,435) and 1995 ($3,176); (b) split dollar life insurance premiums paid by
the Company in 1997 ($40,501) and 1996 ($35,067) (in the event of the death
of Mr. Latour, the Company is entitled to the cash value under such plan
with the beneficiary receiving the life insurance portion thereof); (c)
executive disability insurance policy premiums paid by the Company in 1997
($1,586) and 1996 ($2,460); and (d) the benefit to the executive of
interest-free loans from the Company based on the applicable federal rate in
effect on the date of issuance of each loan, in 1997 ($3,093), 1996 ($2,419)
and 1995 ($1,447).

(7) Amounts for Mr. Hines include: (a) contributions by the Company under the
Company's 401(k) retirement/profit sharing plan in 1997 ($2,273), 1996
($1,693) and 1995 ($1,657); (b) term life insurance premiums paid by the
Company in 1997 ($84) and 1996 ($76); (c) executive disability insurance
policy premiums paid by the Company in 1997 ($434) and 1996 ($217); and (d)
the benefit to the executive in 1997 of an interest-free loan from the
Company based on the applicable federal rate in effect on the date of
issuance of such loan ($415).

(8) Amounts for Mr. Plumlee include: (a) contributions by the Company under the
Company's 401(k) retirement/profit sharing plan in 1997 ($3,722), 1996
($2,291) and 1995 ($2,245); (b) split dollar life insurance premiums paid by
the Company in 1997 ($15,113) and 1996 ($15,104) (in the event of the death
of Mr. Plumlee, the Company is entitled to the cash value under such plan
with the beneficiary receiving the life insurance portion thereof); (c)
executive disability insurance policy premiums paid by the Company in 1997
($1,016) and 1996 ($508); and (d) the benefit to the executive in 1997 of
interest-free loans from the Company based on the applicable federal rate in
effect on the date of issuance of each loan ($836).

(9) Amounts for Ms. Salvo include: (a) contributions by the Company under the
Company's 401(k) retirement/profit sharing plan in 1997 ($1,686), 1996
($1,447) and 1995 ($988); (b) term life insurance premiums paid by the
Company in 1997 ($69) and 1996 ($55); and (c) the benefit to the executive
in 1997 of an interest-free loan from the Company based on the applicable
federal rate in effect on the date of issuance of such loan ($415).

STOCK OPTION PLANS

1998 Equity Incentive Plan

The Company intends to adopt the 1998 Equity Incentive Plan (the "1998
Plan") to attract and retain the best available talent and encourage the highest
level of performance by directors, employees and other persons who perform
services for the Company. The 1998 Plan permits the Compensation Committee of
the Board of Directors (or such other committee designated by the Board) to make
various long-term incentive awards as described below ("Awards"), generally
equity-based, to eligible persons. The Board of Directors believes that by
including various kinds of Awards in the 1998 Plan, the Compensation Committee
will have maximum flexibility in determining what vehicle is best suited at any
particular time to act as a long-term

39
41

incentive. The Company intends to reserve 1,000,000 shares of Common Stock for
issuance pursuant to the 1998 Plan.

The 1998 Plan is administered by the Compensation Committee. So long as it
acts consistently with the express provisions of the 1998 Plan, the Compensation
Committee has the authority to (a) grant Awards; (b) determine the persons to
whom Awards shall be granted; (c) determine the size of Awards; (d) determine
the terms and conditions applicable to Awards; (e) determine the terms and
provisions of Award agreements; (f) interpret the 1998 Plan; and (g) prescribe,
amend and rescind rules and regulations relating to the 1998 Plan.

The 1998 Plan provides for grants of Awards including, but not limited to
(a) options to purchase shares of Common Stock consisting of (i) incentive stock
options at not less than the full market value on the date of grant (except in
the case of a shareholder possessing more than 10% of the total combined voting
power of all classes of Common Stock, in which case the exercise price shall be
not less than 110% of the fair market value on the date of grant); (ii)
non-qualified stock options at an exercise price determined by the Compensation
Committee; (b) stock appreciation rights (either tandem or freestanding) which
are rights to receive an amount equal to the increase, between the date of grant
and the date of exercise, in the fair market value of the number of shares of
Common Stock subject to the stock appreciation right; (c) shares of restricted
stock which are shares of Common Stock granted to an eligible person but which
have certain conditions attached to them which must be satisfied in order for
the holder to have unencumbered rights to the restricted stock; and (d)
performance Awards which are awards in shares of Common Stock or cash and which
may be awarded based on the extent to which the person achieves selected
performance objectives over a specified period of time. All material terms of
such Awards shall be determined by the Compensation Committee. At the discretion
of the Compensation Committee, in the event of a Change in Control (as
hereinafter defined), certain Awards may vest immediately.

The Board of Directors may suspend, terminate, modify or amend the 1998
Plan at any time without shareholder approval except to the extent that
shareholder approval is required by law or by the rules of the principal stock
exchange on which the Common Stock is listed. The Board of Directors may not,
however, without the consent of the person to whom an Award was previously
granted, adversely affect the rights of that person under the Award.

1987 Stock Option Plan

The Company has adopted the 1987 Stock Option Plan (the "1987 Stock Option
Plan") to align the interests of the officers, employees, directors, consultants
and agents of the Company with those of its stockholders and to encourage
participants therein to acquire an ownership interest in the Company through the
granting of options. The Company has reserved 610,000 shares of Common Stock for
issuance pursuant to the 1987 Stock Option Plan, which the Board of Directors of
the Company administers. Pursuant to the terms and conditions of the 1987 Stock
Option Plan, the Board of Directors (or a committee designated by the Board of
Directors) shall effect the grant of options under the 1987 Stock Option Plan,
determine the form of options to be granted in each case, and make any other
determinations under, and interpretation of, any provision of the 1987 Stock
Option Plan. The Board of Directors may amend and make such changes in and to
the 1987 Stock Option Plan as it may deem proper and in the best interests of
the Company.

The 1987 Stock Option Plan provides for two separate forms of options to be
granted: incentive stock options pursuant to Section 422A of the Internal
Revenue Code of 1954, as amended (the "Code"), and non-qualified stock options.
Incentive stock options may only be granted to employees of the Company. Non-
qualified stock options may be granted to any officer, employee, director
(except a disinterested director, as defined in the 1987 Stock Option Plan),
consultant or agent of the Company. The Board of Directors of the Company,
acting by a majority of its disinterested directors, determines the persons to
be granted options, the number of shares subject to each option, whether the
options shall be incentive stock options or non-qualified stock options, and the
terms of the options, consistent with the provisions of the 1987 Stock Option
Plan. The Board of Directors may appoint from its disinterested directors a
committee of three or more persons who may exercise the powers of the Board of
Directors in granting options under the 1987 Stock Option Plan. A

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42

disinterested director is defined as a director who is not currently eligible,
and has not been eligible at any time within one year prior to the granting of
the options in question, to receive any option granted under the 1987 Stock
Option Plan, or any stock, stock option or stock appreciation rights under any
other plan of the Company or its affiliates.

The exercise price for the shares of Common Stock which may be purchased
under each incentive stock option must be at least equal to the fair market
value per share of the outstanding Common Stock of the Company at the time the
option is granted as determined by the Board of Directors in its discretion. The
aggregate fair market value (determined as of the time the option is granted) of
the Common Stock for which an individual may be granted incentive stock options
in any calendar year is subject to the maximum permitted by the Code. The
exercise price for the shares of Common Stock which may be purchased under each
incentive stock option issued to a person who, immediately prior to the grant of
such option, owns (directly or indirectly) Common Stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of its parent or subsidiaries (a "Restricted Individual"), shall be
at least equal to one hundred and ten percent (110%) of the fair market value of
the Common Stock subject to the option. The exercise price for the shares of
Common Stock which may be purchased under each non-qualified stock option shall
be at least equal to fifty percent (50%) of the fair market value of the Common
Stock subject to the option.

Each incentive stock option is exercisable at such time or times as are set
forth in the option agreement with respect to such option, but in no event after
the expiration of ten years from the date such option is granted. An incentive
stock option granted to a Restricted Individual shall not be exercisable after
the expiration of five years from the date such option is granted. A
non-qualified stock option shall be exercisable for such consideration, in such
manner and at such time or times as shall be set forth in an option agreement
containing such provisions as the Board of Directors shall determine in granting
such an option, and may be exercisable for a period of ten years and one day
from the date such option is granted, but in no event after such period.

Each option granted under the 1987 Stock Option Plan is not transferable by
the optionee. The terms of the options and the number of shares of Common Stock
subject to the 1987 Stock Option Plan shall be equitably adjusted in such a
manner as to prevent dilution or enlargement of option rights in the event of a
declaration of a dividend payable to the holders of Common Stock in stock of the
same class; a split or a reverse split of the Common Stock; or a
recapitalization of the Company under which shares of one or more different
classes are distributed in exchange for or upon the Common Stock without payment
of any valuable consideration by the holders thereof. The Board of Directors
shall conclusively determine the terms of any such adjustment.

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43

There were no stock options awarded in 1997 under the 1987 Stock Option
Plan. The following table indicates the aggregate option exercises in 1997 by
the Named Executive Officers and fiscal year-end option values:

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997 AND FISCAL YEAR-END OPTION
VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT FISCAL
SHARES AT FISCAL YEAR-END(#) YEAR-END(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ----------- ----------- ------------- ----------- -------------

Peter R. Bleyleben..... 4,100 $ 39,340 0 0 $ 0 $ 0
Richard F. Latour...... 18,000 150,161 10,513 29,007 142,050 386,831
J. Gregory Hines....... 4,540 35,608 3,565 10,605 47,856 142,271
John Plumlee........... 11,030 97,879 3,003 8,967 39,069 116,661
Carol Salvo............ 3,030 21,119 3,003 8,967 39,069 116,661

- ---------------
(1) The amounts in these columns are calculated using the difference between the
fair market value, estimated to be $10.87 at March 31, 1997 and $16.71 at
December 31, 1997, of the Company's Common Stock at exercise or at the end
of the Company's 1997 fiscal year, as the case may be, and the option
exercise prices. The Board of Directors determines the fair market value of
the Company's Common Stock in connection with the Stock Unit Plan based on a
formula which values the Company at a multiple (determined by reference to
an index of publicly traded companies) of the Company's most recent four
quarters net income, multiplied by a discount factor to take into account
the illiquidity of the Common Stock. The most recent value as so determined
by the Board of Directors was used in such calculations.

PROFIT SHARING PLAN AND DISCRETIONARY BOARD OF DIRECTOR BONUS PROGRAMS

The Company pays annual bonuses and makes profit sharing payments as
determined by the Compensation Committee of the Board of Directors. These
payments are made under informal arrangements and are based on an employee's
performance during the prior fiscal year. Historically, the Board of Directors
has determined annual bonus and profit sharing payments for Dr. Bleyleben and
Mr. Latour. The Board of Directors also establishes a pool to be allocated by
Dr. Bleyleben and Mr. Latour on an annual basis among senior executives of the
Company. Each employee is paid one-third of his or her bonus and profit sharing
at the time such amount is determined. The remaining two-thirds is paid over the
next two years in the discretion of the Board of Directors or Dr. Bleyleben and
Mr. Latour based on Company and employee performance.

EMPLOYMENT AGREEMENTS

The Company intends to enter into Employment Agreements with Dr. Bleyleben
and Mr. Latour for a three-year period commencing the date of execution, subject
to automatic successive one-year renewals unless terminated pursuant to the
terms thereof. In the event of a termination of the Employment Agreements by the
Company without cause, or by Dr. Bleyleben or Mr. Latour for specified good
reason, or by either party in connection with a Change of Control, the
Employment Agreements provide for three years of severance payments to Dr.
Bleyleben and Mr. Latour, respectively, on the basis of their highest base
salary during the employment period. In addition, Dr. Bleyleben and Mr. Latour
would also be entitled to a prorated payment of base salary and bonus to the
date of termination, and the acceleration of deferred compensation and accrued
but unpaid amounts under the Company's bonus and/or profit sharing plans. Dr.
Bleyleben's and Mr. Latour's current base salaries, respectively, are
and . The bonus for the current fiscal year will
be determined by the Board of Directors. If, in connection with a Change of
Control, Dr. Bleyleben or Mr. Latour shall incur any excise tax liability on the
receipt of "excess parachute payments" as defined in Section 280G of the
Internal Revenue Code of 1986, as amended, the Employment Agreements provide for
gross-up payments to return them to the after-tax position they would have been
in if no excise tax had been imposed. As used in each Employment Agreement,
"Change of Control" means (i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of
beneficial
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44

ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 50% or more of either the then outstanding shares of Common Stock or the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors; (ii) individuals who,
as of the date of the Employment Agreement constitute the Board of Directors,
cease for any reason to constitute at least a majority of the Board of Directors
except with respect to any director who was approved by a vote of at least a
majority of the directors then comprising the Board of Directors; (iii) approval
by the shareholders of the Company of a reorganization, merger or consolidation,
in each case, unless, following such reorganization, merger or consolidation,
more than 60% of the then outstanding shares of Common Stock continues to be
owned by the shareholders who were the beneficial holders of such stock prior to
such transaction; or (iv) approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company or the sale or other
disposition of all or substantially all of the assets of the Company. As used in
each Employment Agreement, "for good reason" means the assignment to the
executive of duties inconsistent with the executive's position, authority,
duties or responsibilities; the failure by the Company to pay the agreed base
salary and provide the executive with benefits; moving the executive to a
location more than 35 miles from the executive's location immediately prior to
the Change of Control; any termination other than as expressly permitted by the
Employment Agreement; and the failure by the Company to require a successor to
assume all obligations under the Employment Agreement.

The Company has also entered into separate employment agreements with each
of the remaining Named Executive Officers which are designed to provide an
incentive to each executive to remain with the Company pending and following a
Change of Control. Each Employment Agreement has an initial term of one year
following a Change of Control, with automatic extensions upon the expiration of
the initial one-year term for successive one-month periods. Pursuant to each
Employment Agreement, the executive will be entitled to receive an annual base
salary of not less than twelve times the highest monthly base salary paid or
payable to the executive within the twelve months preceding the Change of
Control. If the Agreement is terminated by the Board other than for cause, death
or disability, or is terminated by the executive for specified good reason, the
Company shall pay to the executive in a cash lump sum within 30 days after the
date of termination, the aggregate of the following amounts: (i) the executive's
annual base salary through the date of termination; (ii) a special bonus in the
amount of $575,000, $600,000 and $585,000 for Messrs. Hines and Plumlee and Ms.
Salvo, respectively; (iii) any other compensation previously deferred by the
executive, together with any accrued interest or earnings thereon; and (iv) any
accrued vacation pay.

CERTAIN TRANSACTIONS

During 1995, 1997 and 1998, Richard F. Latour, Executive Vice President,
Chief Operating Officer and Chief Financial Officer of the Company, borrowed an
aggregate of $106,300 from the Company to exercise vested options to purchase
Common Stock (the "Exercised Options"). The loans are non-interest bearing
unless the principal amount thereof is not paid in full when due, at which time
interest accrues and is payable at a rate per annum equal to the prime rate
published by The Wall Street Journal plus 4.0%. The outstanding principal
balance of these loans is reduced by any dividends payable upon the stock
underlying the Exercised Options. All principal amounts outstanding under such
loans are due on the earlier of the end of employment or December 27, 2005.
During the fiscal year ended December 31, 1997, the largest aggregate amount
outstanding under this loan was $86,297, with $70,313 remaining outstanding at
March 31, 1998.

The Parker Family Limited Partnership, controlled by Jeffrey Parker, a
director of the Company, loaned the Company an aggregate of $2.0 million in the
form of Junior Subordinated Notes as follows: $500,000 on June 1, 1996 at an
interest rate per annum equal to the higher of 12% or a bank prime rate plus 3%
maturing June 1, 2000; $250,000 on December 2, 1996 at an interest rate per
annum equal to the higher of 12% or a bank prime rate plus 3% maturing December
1, 1998; $250,000 on December 2, 1996 at an interest rate per annum equal to the
higher of 12% or a bank prime rate plus 3% maturing December 1, 1999; $500,000
on December 2, 1996 at an interest rate per annum equal to the higher of 12% or
a bank prime rate plus 3% maturing December 1, 2001; $250,000 on December 2,
1996 at an interest rate per annum equal to the higher of 12% or a bank prime
rate plus 3% maturing December 1, 2002; $125,000 on September 1, 1997 at an

43
45

interest rate per annum equal to 11% maturing September 1, 2001; and $125,000 on
September 1, 1997 at an interest rate per annum equal to 11% maturing September
1, 2003.

Peter R. Bleyleben, the President and Chief Executive Officer and a
Director of the Company, loaned the Company $100,000 on December 1, 1996 at 12%
interest per annum in the form of a Junior Subordinated Note maturing December
1, 2001.

Alan J. Zakon, a director of the Company, loaned the Company $100,000 on
March 18, 1998 at 10.5% interest per annum through his IRA in the form of a
Junior Subordinated Note maturing April 1, 1999.

Ingrid R. Bleyleben, the mother of Peter R. Bleyleben, the President and
Chief Executive Officer and a Director of the Company, loaned the Company the
following amounts in the form of Junior Subordinated Notes: $120,000 on February
16, 1996 at an interest rate per annum equal to 11.5% maturing March 1, 2001;
$25,000 on December 17, 1996 at an interest rate per annum equal to 11.5%
maturing January 1, 2002 and $20,000 on June 4, 1997 at an interest rate per
annum equal to 11.5% maturing May 1, 2002.

PRINCIPAL STOCKHOLDERS

The following table sets forth information as of March 31, 1998 with
respect to the beneficial ownership of Common Stock of each person known by the
Company to be the beneficial owner of more than 5% of the 4,936,518 outstanding
shares of Common Stock, each director and executive officer of the Company and
all directors and executive officers of the Company (not including treasury
stock) as a group. Each person named has sole voting and investment power with
respect to the shares indicated, except as otherwise stated in the notes to the
table.

NUMBER OF SHARES PERCENTAGE OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) COMMON STOCK
------------------------------------ --------------------- -------------------------

Peter R. Bleyleben(2)............................... 842,480 17.07%
Brian E. Boyle(3)................................... 1,120,000 22.7%
Torrence C. Harder(4)............................... 1,091,726 22.12%
Jeffrey Parker(5)................................... 170,420 3.45%
Alan Zakon.......................................... 20,000 *
Richard F. Latour(6)................................ 163,189 3.20%
J. Gregory Hines.................................... 9,573 *
John Plumlee........................................ 14,773 *
Carol Salvo......................................... 6,773 *
All directors and executive officers as a group (9
persons).......................................... 3,438,934 69.66%

- ---------------
* Less than 1%.

(1) Unless otherwise indicated in the footnotes, each of the stockholders named
in this table has sole voting and investment power with respect to the
shares of Common Stock shown as beneficially owned by such stockholder,
except to the extent that authority is shared by spouses under applicable
law.

(2) Includes 9,800 shares of Common Stock owned by Dr. Bleyleben's mother for
which Dr. Bleyleben disclaims beneficial ownership.

(3) Includes 358,400 shares of Common Stock owned by Dr. Boyle's former spouse
over which Dr. Boyle retains voting control, for which Dr. Boyle disclaims
beneficial ownership.

(4) Includes 50,000 shares of Common Stock held in trust for Mr. Harder's
daughter, Lauren E. Harder, over which Mr. Harder retains sole voting and
investment power as the sole trustee; 50,000 shares of Common Stock held in
trust for Mr. Harder's daughter, Ashley J. Harder, over which Mr. Harder
maintains voting and investment power as the sole trustee; 187,786 shares of
Common Stock owned by Entrepreneurial Ventures, Inc. over which Mr. Harder
retains shared voting and investment power through his ownership in, and
positions as President and Director of, Entrepreneurial Ventures, Inc.; and

44
46

17,023 shares of Common Stock owned by Lightbridge, Inc. over which Mr.
Harder retains shared voting and investment power through his ownership in,
and position as Director of, Lightbridge, Inc.

(5) Owned by the Parker Family Limited Partnership over which Mr. Parker retains
shared voting and investment power through his ownership in, and position as
Director of, the general partner of the Parker Family Limited Partnership.

(6) Includes 1,381 shares of Common Stock issuable under options granted to Mr.
Latour pursuant to the 1987 Stock Option Plan.

SELLING STOCKHOLDERS

Set forth below is information as to each Selling Stockholder, the number
of shares of Common Stock of the Company beneficially owned prior to the
Offering, the number of shares of Common Stock which may be offered as set forth
on the cover of this Prospectus and the number and percentage (if one percent or
more) of shares of Common Stock to be beneficially owned after the Offering by
such Selling Stockholder assuming all offered shares are sold and assuming that
in each case that the Underwriters do not exercise their over-allotment option.

SHARES BENEFICIALLY SHARES TO BE
OWNED PRIOR TO BENEFICIALLY OWNED
THE OFFERING(1) SHARES AFTER THE OFFERING(1)
-------------------- BEING ----------------------
NAME OF SELLING STOCKHOLDER NUMBER PERCENT OFFERED NUMBER PERCENT
- --------------------------- -------- -------- ------- --------- ---------

Peter R. Bleyleben(2)........................ 832,680 16.87%
Torrence C. Harder(3)........................ 903,940 18.31
Brian E. Boyle(4)............................ 761,600 15.43
Rosemary Boyle(5)............................ 358,400 7.26
Entrepreneurial Ventures, Inc................ 187,786 3.80
Spindle Limited Partnership.................. 184,344 3.73
Jeffrey Parker(6)............................ 170,420 3.45
Richard F. Latour(7)......................... 163,189 3.20
Rock Creek Partnership....................... 120,830 2.45
Arthur J. Epstein............................ 113,840 2.31
Maureen Curran............................... 36,773 *
Alan J. Zakon(8)............................. 20,000 *
John Plumlee(9).............................. 14,773 *
J. Gregory Hines(10)......................... 9,573 *
James Anderson............................... 6,773 *
Steven Obana................................. 6,773 *
Carol Salvo(11).............................. 6,773 *
Stephen Constantino.......................... 3,386 *
Kerry Frost.................................. 3,386 *

- ---------------
* Less than 1%.

(2) Excludes 9,800 shares of Common Stock owned by Dr. Bleyleben's mother for
which Dr. Bleyleben disclaims beneficial ownership. Dr. Bleyleben has
served as President, Chief Executive Officer and Director of the Company or
its predecessor since June 1987.

(3) Includes 50,000 shares of Common Stock held in trust for Mr. Harder's
daughter, Lauren E. Harder over which Mr. Harder retains sole voting and
investment power as the sole trustee; 50,000 shares of Common Stock held in
trust for Mr. Harder's daughter, Ashley J. Harder over which Mr. Harder
maintains voting and investment power as the sole trustee; and 17,023
shares of Common Stock owned
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by Lightbridge, Inc. over which Mr. Harder retains shared voting and
investment power through his ownership in, and position as Director of,
Lightbridge, Inc. Excludes 187,786 shares of Common Stock owned by
Entrepreneurial Ventures, Inc. over which Mr. Harder retains shared voting
and investment power through his ownership in, and position as President
and Director of, Entrepreneurial Ventures, Inc. Mr. Harder has served as a
Director of the Company since 1986.

(4) Includes 761,600 shares held in Dr. Boyle's individual retirement account
("IRA"). Excludes 358,400 shares of Common Stock owned by Rosemary Boyle,
Dr. Boyle's former spouse, over which Dr. Boyle retains voting control, for
which Dr. Boyle disclaims beneficial ownership. Dr. Boyle, Chairman of the
Board of Directors from 1985 to 1995, has served as a Director of the
Company or its predecessor since 1985.

(5) Held in Ms. Boyle's IRA.

(6) Owned by the Parker Family Limited Partnership over which Mr. Parker
retains shared voting and investment power through his ownership in, and
position as Director of, the general partner of the Parker Family Limited
Partnership.

(7) Includes 1,381 shares of Common Stock issuable under options granted to Mr.
Latour pursuant to the 1987 Stock Option Plan. Mr. Latour has served as
Executive Vice President, Chief Operating Officer and Chief Financial
Officer of the Company since 1995.

(8) Alan Zakon has served as a Director of the Company since 1988.

(9) John Plumlee has served as Vice President, MIS, of the Company since 1990.

(10) J. Gregory Hines has served as Vice President, Funding, of the Company
since 1993.

(11) Carol Salvo has served as Vice President, Legal, of the Company since 1996.
From 1992 to 1995, Ms. Salvo served as Litigation Supervisor of the
Company. From 1995 to 1996, Ms. Salvo served as Director of Legal
Collection Services of the Company.

DESCRIPTION OF CERTAIN INDEBTEDNESS

The Company maintains a diverse mix of funding sources which include its
Credit Facilities, Subordinated Debt, and an asset securitization program.
Historically, the Company has used each of these three sources to fulfill its
liquidity needs.

Credit Facilities. Leasecomm Corporation is the borrower (the "Borrower")
under agreements with two separate bank groups which provide revolving credit
and term loan facilities. The Borrower draws on its facilities regularly, using
them as principal sources of funds for its operations. The first facility, led
by Fleet Bank, N.A., is a $105 million revolving credit and term loan facility,
of which $37.4 million in revolving credit and term loans was outstanding as of
March 31, 1998 (the "Fleet Facility"). The second facility, led by BankBoston,
N.A., is a $35 million revolving credit and term loan facility, of which $30.1
million in revolving credit and term loans was outstanding as of March 31, 1998
(the "BankBoston Facility"). The Borrower and the lenders under these facilities
have entered into an intercreditor agreement which governs the relationship
among the lenders under each facility as secured creditors of the Company.

The terms of the two facilities are substantially similar. Both are
two-year facilities, with the Borrower retaining the option to renew for one
year. All balances under the revolving lines of credit will be automatically
converted to term loans ("Conversion Term Loans") on July 31, 1999 (the
"Commitment Termination Date"), provided the line of credit is not renewed and
no event of default exists at that date. All amounts outstanding under the
Conversion Term Loans under the Fleet Facility are payable in monthly
installments over the weighted average life of the underlying leases and
contracts relating to such loans, but in any case no later than the fourth
anniversary of the Commitment Termination Date. Amounts outstanding under the
Conversion Term Loan under the BankBoston Facility are payable in monthly
installments over the two-year period following the Commitment Termination Date.
Both facilities provide for a maximum borrowing amount equal to specified
percentages of the present value of the remaining scheduled payments due on the
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leases and contracts funded with advances under such facilities or, in the case
of certain eligible leases, the lesser of such specified percentage or 100% of
the adjusted cost basis of the equipment underlying such lease. Prior to the
Commitment Termination Date, amounts may be borrowed under the Fleet Facility as
revolving credit loans or term loans ("Fleet Credit Period Term Loans"). Fleet
Credit Period Term Loans are repaid in monthly installments over the weighted
average life of the underlying leases or contracts funded with such loans, but
in any event, no later than the fourth anniversary of the Commitment Termination
Date. Under the BankBoston Facility, $2.0 million was borrowed as a term loan
(the "BankBoston Credit Period Term Loans"), all of which is due on the
Commitment Termination Date, and the remaining availability may be borrowed as
revolving credit loans. Outstanding borrowings with respect to the revolving
lines of credit bear interest at LIBOR plus 1.85% or the applicable agent's
prime or base rate. Outstanding Fleet Credit Period Term Loans and Conversion
Term Loans bear interest at LIBOR plus 2.50% or the applicable agent's prime or
base rate plus 2.25%. $1.1 million principal amount of the BankBoston Credit
Period Term Loans bears interest at 7.75%. The remaining $0.9 million principal
amount bears interest at 8.3%. All loans may be prepaid at any time in whole or
in part, subject to breakage fees for termination of a LIBOR loan prior to the
last day of the interest period for such LIBOR loan. Borrowings are
collateralized by pledged leases and service contracts and are guaranteed by the
Company.

Each of the facilities limits the payment of dividends in any fiscal year
to no more than 50% of Consolidated Net Income (as hereinafter defined) of the
Company and its subsidiaries for the immediately preceding fiscal year,
determined in accordance with generally accepted accounting principles ("GAAP").

Each of the facilities is also subject to covenants, events of default and
other standard terms and conditions usual in facilities of this nature,
including: the Company and its subsidiaries may not (i) permit the existence of
certain liens; (ii) guarantee certain obligations of other persons; (iii) merge
or consolidate with any other person, acquire all or substantially all of the
assets or stock of any other person or sell all or any substantial part of its
assets or create new subsidiaries; (iv) make any material change in its
business; (v) prepay any other indebtedness for borrowed money, including the
Subordinated Debt; (vi) make capital expenditures in any year in excess of 20%
of Consolidated Tangible Net Worth (as hereinafter defined) as of the end of the
immediately preceding fiscal year; and (vii) enter into certain transactions
with affiliates. Further, the Company may not incur additional indebtedness,
other than (i) indebtedness under each Credit Facility; (ii) purchase money
indebtedness; (iii) unsecured indebtedness; (iv) certain existing indebtedness,
including Subordinated Debt; and (v) indebtedness under lender hedge agreements.
In addition, under the Fleet Facility, the Company may not issue any shares of
its capital stock or any security convertible into capital stock, if, after
giving effect to such issuance, Peter R. Bleyleben, Brian E. Boyle and Torrence
C. Harder own less than 45%, or own and/or control in the aggregate less than
80%, of the issued and outstanding shares of capital stock of the Company on a
fully diluted basis (assuming the exercise of all outstanding stock options),
having ordinary voting rights for the election of directors.

The Company is also required to maintain certain financial covenants,
including, among others, (i) to maintain at all times a ratio of Consolidated
Indebtedness (as hereinafter defined) to Consolidated Tangible Capital Funds (as
hereinafter defined) of not more than 6.5:1; (ii) to maintain at all times a
Consolidated Tangible Net Worth (as hereinafter defined) of not less than the
sum of (a) $5,500,000 and (b) 50% of the aggregate amount of Consolidated Net
Income of the Company and its subsidiaries for each of the fiscal quarters
ending after December 31, 1994 but without deducting therefrom any amount of
Consolidated Net Deficit (as hereinafter defined) for any of such fiscal
quarters; (iii) to maintain at all times an allowance for bad debt of the
Company and its subsidiaries of at least 5% of Gross Lease Installments (as
hereinafter defined); and (iv) to achieve as of the end of each fiscal quarter a
Fixed Charge Ratio (as hereinafter defined) of the Company and its subsidiaries
of not less than 1.25:1. As of March 31, 1998, the Company was in compliance
with all covenants under these facilities.

As used in each Credit Facility, the term "Consolidated Indebtedness" means
the consolidated Indebtedness (excluding Subordinated Debt but including
non-recourse indebtedness) of the Company and its subsidiaries determined in
accordance with GAAP; "Consolidated Net Income" and "Consolidated Net Deficit"
mean the consolidated net income (or deficit) of the Company and its
subsidiaries, determined in accordance with GAAP; provided, however, that
Consolidated Net Income and Consolidated Net Deficit shall
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not include amounts added to such net income (or deficit) in respect of the
write-up of any asset; the term "Consolidated Tangible Capital Funds" means the
sum, with respect to the Company and its subsidiaries, on a consolidated basis,
of (a) capital stock, (b) additional paid-in capital, (c) retained earnings and
(d) Subordinated Debt less (x) organizational costs and good will, (y) treasury
stock and (z) 25% of debt issue costs determined in accordance with GAAP; the
term "Consolidated Tangible Net Worth" means the sum, with respect to the
Company and its subsidiaries on a consolidated basis, of (a) capital stock, (b)
additional paid-in capital and (c) retained earnings, less the sum of (x)
organizational costs and goodwill, (y) treasury stock and (z) 25% of debt issue
costs determined in accordance with GAAP; the term "Fixed Charge Ratio" means
the ratio of Consolidated Earnings, during any fixed period consisting of the
preceding four consecutive fiscal quarters, to Fixed Charges, payable during
such period; and the term "Gross Lease Installments" means the aggregate
receivables due to the Borrower from all leases of equipment. In addition,
"Consolidated Earnings" means the sum of Consolidated Net Income plus, on a
consolidated basis for the Company and its subsidiaries, (a) all provisions for
any deferred federal, state or other taxes plus (b) interest on indebtedness
(including payments on capitalized lease obligations in the nature of interest),
all as determined in accordance with GAAP; and "Fixed Charges" means on a
consolidated basis for the Company and its subsidiaries, the scheduled payments
of interest on all indebtedness (including payments on capitalized lease
obligations in the nature of interest).

The Company expects to obtain a waiver prior to consummation of the
Offering of certain covenants contained in the Credit Facilities which would be
violated as a result of consummation of the Offering and the use of proceeds
thereof.

Set forth below is a summary of the material terms of the Company's notes
payable under these facilities as of March 31, 1998.

PRINCIPAL AMOUNT
BANK OUTSTANDING FIXED/FLOATING RATE MATURITY
---- ---------------- -------------- ---- --------
(DOLLARS IN MILLIONS)

Fleet Bank, N.A.............. $ 4.3 Fixed 8.30% November 24, 1998
Fleet Bank, N.A./Commerzbank
AG......................... 8.6 Fixed 7.75 August 2, 1999
BankBoston, N.A.............. 17.5 Floating 8.25(a) July 10, 1998
Fleet Bank,
N.A./BankBoston............ 37.1 Floating Prime Revolving
-----
$67.5
=====

- ---------------
(a) Based on LIBOR as of March 31, 1998 plus 1.85%. The Company periodically
enters into interest rate swaps to hedge its floating rate exposure. Rate
shown represents swapped fixed rate.

SUBORDINATED DEBT

Since the Company's founding in 1986, Subordinated Debt has been an
important component of its funding program for two reasons. First, the Company's
Subordinated Debt is treated as equity in calculating the financial covenants
under the Company's Credit Facilities, allowing the Company to leverage its
common equity to a greater extent. Second, the Company uses its Subordinated
Debt program as a source of funding for leases, contracts and loans of certain
products which otherwise are not eligible for funding under the Credit
Facilities and for potential portfolio purchases. Over the last decade, the
Company has expanded its Subordinated Debt program by extending maturities,
increasing issuance frequency, and expanding its investor

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universe to include banks, insurance companies, and individual investors. The
table below sets forth selected information as of March 31, 1998 with respect to
the Company's current outstanding issuances:

DATE OF
PRINCIPAL AMOUNT ------------------------------------
OUTSTANDING RATE ISSUE MATURITY
---------------- ---- ----- --------
(DOLLARS IN MILLIONS)

Massachusetts Mutual Life
Insurance Co.............. $ 6.0 12.0% August 1, 1994 July 15, 2001(a)
Rothschild Inc.............. 5.0 12.5 October 17, 1996 October 1, 2001(b)
Aegon Insurance Group....... 5.0 12.6 October 15, 1996 October 15, 2003(c)
-----
16.0
Others(d)................... 11.4
-----
$27.4
=====

- ---------------
(a) Repayment schedule requires annual principal payments of $1.5 million,
commencing July 15, 1997, until the note matures.

(b) Repayment schedule requires monthly principal payments of $125,000 for the
period from November 1, 1998 through October 1, 2000, after which time
principal payments increase to $167,000 per month from November 1, 2000
until maturity.

(d) Issued in private placements to various individual investors at interest
rates ranging from 9.5% to 14.0% at May 31, 1998, with maturities ranging
from July 14, 1998 to September 1, 2003.

Other than as set forth above, the terms of the Note Agreements covering
the Massachusetts Mutual Life Insurance Co. subordinated notes (the "MassMutual
Agreement"), the Rothschild Inc. subordinated notes (the "Rothschild Agreement")
and the Aegon Insurance Group subordinated notes (the "Aegon Agreement", and
together with the MassMutual Agreement and the Rothschild Agreement,
collectively, the "Subordinated Note Agreements") are substantially similar. All
amounts outstanding under the Subordinated Note Agreements may be prepaid,
subject to the payment of a "Make-Whole Amount" equal to the excess of (i) the
present value of the remaining principal payments due and owing under each
agreement plus the amount of interest that would have been payable in respect of
such dollar amount, determined by discounting amounts at the Reinvestment Rate
from the respective dates on which they would have been payable over (ii) 100%
of the principal amount of the outstanding notes being prepaid. The
"Reinvestment Rate" is 2.00% plus the arithmetic mean of the treasury constant
maturity yields corresponding to the weighted average life to maturity of the
principal being repaid. In the case of the Aegon Note Agreement and the
MassMutual Agreement, if the Reinvestment Rate is equal to or higher than the
interest rate on the applicable note, the Make-Whole Amount would be zero. In
addition, principal amounts outstanding under the Aegon Agreement may not be
prepaid until after October 15, 1998.

Each Subordinated Note Agreement permits the payment of dividends on the
Common Stock so long as the aggregate amount paid during the period from January
1, 1994 (January 1, 1996 in the case of the Aegon Agreement) to and including
the date of the dividend payment would not exceed the sum of (A) 35% of
consolidated net income for such period, computed on a cumulative basis for the
entire period (or if such consolidated net income is a deficit figure, then
minus 100% of such deficit) plus (B) the net cash proceeds from the sale after
January 1, 1994 (January 1, 1996 in the case of the Aegon Agreement) of capital
stock of the Company plus (C) the aggregate principal amount of any debt of the
Company which has been converted after January 1, 1994 (January 1, 1996 in the
case of the Aegon Agreement) into capital stock of the Company minus (D) since
January 1, 1994 (January 1, 1996 in the case of the Aegon Agreement), the
aggregate amount of dividends paid on the Preferred Stock, prepayments of
principal under the subordinated notes listed under "Others" in the above table
("Junior Subordinated Notes") and amounts paid to purchase, redeem or retire any
shares of its capital stock. In addition, the Company is required to make an
offer of prepayment to holders of the notes outstanding under the Subordinated
Note Agreements upon a change of

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control, defined as any issue, sale or other disposition of shares of capital
stock of the Company which results in any person or group of persons acting in
concert (other than Dr. Bleyleben, Dr. Boyle and Mr. Harder and their
affiliates) owning more than 50% of the voting stock of the Company.

Each of the Subordinated Note Agreements is also subject to covenants,
events of default and other standard terms and conditions usual in agreements of
this nature, including the following: the Company and its subsidiaries may not
(i) permit the existence of certain liens; (ii) guarantee certain obligations of
other persons; (iii) merge or consolidate with any other person, acquire all or
substantially all of the assets or stock of any other person or sell all or any
substantial part of its assets or create new subsidiaries; (iv) make any
material change in its business; (v) prepay the Junior Subordinated Notes,
except for limited principal amounts in any 12-month period; (vi) enter into
certain transactions with affiliates; and (vii) incur additional indebtedness,
other than certain permitted indebtedness. In addition, at all time while the
notes are outstanding under the Subordinated Note Agreements, the Company must
maintain a $1,500,000 key man life insurance policy on Dr. Bleyleben, and under
the Rothschild Agreement, Dr. Bleyleben must continue to serve as Chief
Executive Officer and hold at least 12% of the voting stock of the Company on a
fully diluted basis. The Company expects to obtain a waiver prior to
consummation of the Offering of the prohibition on prepayment of the Junior
Subordinated Notes and the requirement that Dr. Bleyleben hold at least 12% of
the Common Stock.

The Company is also required under the Subordinated Note Agreements to
maintain certain financial covenants, including, among others, (i) to maintain
at all times an allowance for bad debts reserve in an amount not less than 100%
of Delinquent Billed Lease Receivables (as hereinafter defined) (150% in the
Aegon Agreement for any period during which the Adjusted Interest Coverage Ratio
(as hereinafter defined) is less than 1.10 to 1.00); (ii) maintain at all times
consolidated net worth at least equal to the greater of (a) $9,000,000 and (b)
the sum of stockholders' equity plus an amount equal to 65% of consolidated net
income for the period from January 1, 1994 to the date of any determination
thereof, computed on a consolidated basis for the entire period; and (iii)
maintain for each period of four consecutive quarters a ratio of Net Income
Available for Interest Charges (as hereinafter defined) to interest charges of
1.25 to 1.00. In addition, the Rothschild Agreement requires the Company to
maintain the following financial covenants, (i) to ensure at all times that
consolidated senior debt does not exceed 700% of Adjusted Consolidated Net Worth
(as hereinafter defined); (ii) to ensure at all times that consolidated
Subordinated Debt other than Junior Subordinated Notes does not exceed 150% of
Consolidated Net Worth (as hereinafter defined); and (iii) to maintain at all
time a ratio of senior debt plus consolidated Subordinated Debt other than
Junior Subordinated Notes to stockholders' equity of not more than 18 to 1.

As used herein, "Adjusted Consolidated Net Worth" means an amount equal to
the sum of (i) Consolidated Net Worth plus (ii) Senior Subordinated Debt;
"Adjusted Interest Coverage Ratio" means the ratio of Adjusted Net Income
Available for Interest Charges to interest charges; "Adjusted Net Income
Available for Interest Charges" means Net Income Available for Interest Charges
less the Bad Debts Reserve Deficiency; "Bad Debts Reserve Deficiency" means 150%
of Delinquent Billed Lease Receivables less the bad debts reserve; "Consolidated
Net Worth" means, as of the date of any determination thereof, the sum of (a)
stockholders' equity plus (b) the aggregate principal amount of the Junior
Subordinated Notes outstanding; "Delinquent Billed Lease Receivables" shall mean
receivables due in respect of leases of equipment which remain unpaid 90 or more
days after the due date thereof; and "Net Income Available for Interest Charges"
means, for any period, the sum of (i) consolidated net income during such period
plus (to the extent deducted in determining consolidated net income), (ii) all
provisions for any Federal, state or other income taxes made by the Company and
its subsidiaries during such period and (iii) interest charges of the Company
and its subsidiaries during such period.

SECURITIZATION PROGRAM

The Company has completed five private Securitizations since its inception
for an aggregate amount of $101 million. The securitized receivables remain on
the Company's balance sheet. As a result, the Company does not use gain-on-sale
accounting. MBIA, Inc. has provided credit enhancement for all Securitizations

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except the first offering. Each Securitization except the first offering was
rated 'AAA' by Standard and Poor's and 'Aaa' by Moody's Investor Services, Inc.
The first securitization was rated 'AA' by Duff & Phelps.

Pricing has improved on each successive transaction, most recently
culminating in pricing of 51 basis points over the 2-year US Treasury on its
$44.8 million Securitization dated August 12, 1997. The table below sets forth
selected information as of March 31, 1998 with respect to the Company's five
Securitizations:

PRINCIPAL AMOUNT
--------------------- EXPECTED
SERIES ORIGINAL REMAINING COUPON(A) MATURITY
------ -------- --------- --------- --------
(DOLLARS IN MILLIONS)

1992-1............................. $ 7.9 -- 7.23% (b)
1993-1............................. 6.1 -- 5.17 (b)
1994-A............................. 18.9 -- 7.33 (b)
1996-A............................. 23.4 $11.2 6.69 May 6, 2000
1997-A............................. 44.8 35.6 6.42 January 16, 2003
------ -----
$101.0 $46.8
====== =====

- ---------------
(a) Monthly equivalent.

(b) Repaid.

The Company intends to use securitizations and other similar structured
finance transactions as vehicles for minimizing the Company's cost of funds
associated with financing its leases.

DESCRIPTION OF CAPITAL STOCK

GENERAL

The authorized capital stock of the Company consists of 10,000,000 shares
of common stock, par value $.01 per share ("Common Stock"), 58,823 shares of
Series A Preferred Stock, par value $1.00 per share ("Series A Preferred
Stock"), 19,608 shares of Series B Preferred Stock, par value $1.00 per share
("Series B Preferred Stock") and 9,800 shares of Series C Preferred Stock, par
value $1.00 per share (the "Series C Preferred Stock," and together with the
Series A Preferred Stock and the Series B Preferred Stock, the "Preferred
Stock").

The following summary does not purport to be complete and is subject to the
detailed provisions of, and qualified in its entirety by reference to, the
Company's Restated Articles of Incorporation, as amended (the "Articles") and
By-Laws, copies of which have been filed as exhibits to the Registration
Statement of which this Prospectus is a part, and to the applicable provisions
of the Massachusetts Business Corporations Act.

COMMON STOCK

As of March 31, 1998, 4,936,518 shares of Common Stock were outstanding and
held of record by 85 persons. Upon completion of the Offering,
shares of Common Stock will be outstanding, excluding 88,482 shares of Common
Stock issuable upon exercise of options granted under the 1987 Stock Option
Plan.

The holders of Common Stock are entitled to one vote for each share held on
all matters submitted to a vote of holders of Common Stock. The Common Stock
does not have cumulative voting rights, which means that the holders of a
majority of the voting power of shares of Common Stock outstanding are able to
elect all the directors and the holders of the remaining shares are not able to
elect any directors. Each share of Common Stock is entitled to participate
equally in dividends, if, as and when declared by the Company's Board of
Directors, and in the distribution of assets in the event of liquidation,
subject in all cases to any prior rights of outstanding shares of Preferred
Stock. The Company has paid cash dividends quarterly on its Common Stock since
August 1995. See "Risk Factors -- Change in Dividend Policy" and "Dividend
Policy." The shares of Common Stock have no preemptive rights, redemption
rights, or sinking fund provisions. The

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outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby upon issuance and sale will be, duly authorized, validly issued, fully
paid and nonassessable.

PREFERRED STOCK

As of March 31, 1998, the Company's authorized Preferred Stock consisted of
58,823 shares of Series A Preferred Stock, none of which is outstanding, 19,608
shares of Series B Preferred Stock, none of which is outstanding, and 9,800
shares of Series C Preferred Stock, 490 shares of which were outstanding. All of
the shares of the Series A Preferred Stock and Series B Preferred Stock were
converted previously to Common Stock. Under the terms of the Articles, the
Series A Preferred Stock and the Series B Preferred Stock were permanently
retired and cancelled upon their conversion to Common Stock, and may not be
reissued. The Articles also provide that the Series C Preferred Stock will
convert automatically into 9,800 shares of Common Stock upon consummation of
this Offering. Upon such conversion, the Articles require that all such shares
of Series C Preferred Stock will be permanently retired and cancelled and may
not be reissued.

MASSACHUSETTS LAW AND CERTAIN CHARTER PROVISIONS

Following the Offering, the Company expects that it will have more than 200
stockholders, thus making it subject to Chapter 110F of the Massachusetts
General Laws, an anti-takeover law. This statute generally prohibits a
publicly-held Massachusetts corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person becomes an interested
stockholder, unless (i) the interested stockholder obtains the approval of the
Board of Directors prior to becoming an interested stockholder, (ii) the
interested stockholder acquires 90% of the outstanding voting stock of the
corporation (excluding shares held by certain affiliates of the corporation) at
the time it becomes an interested stockholder, or (iii) the business combination
is approved by both the Board of Directors and the holders of two-thirds of the
outstanding voting stock of the corporation (excluding shares held by the
interested stockholder). An "interested stockholder" is a person who, together
with affiliates and associates, owns (or at any time within the prior three
years did own) 5% or more of the outstanding voting stock of the corporation. A
"business combination" includes a merger, a stock or asset sale, and certain
other transactions resulting in a financial benefit to the interested
stockholder. By a vote of a majority of its stockholders, the Company may elect
not to be governed by Chapter 110F, but such an amendment would not be effective
for 12 months and would not apply to a business combination with any person who
became an interested stockholder prior to the adoption of the amendment. The
Company has not elected to opt out of this coverage.

Chapter 156B, Section 50A of the Massachusetts General Laws generally
requires that publicly-held Massachusetts corporations have a classified board
of directors consisting of three classes as nearly equal in size as possible,
unless the corporation elects to opt out of the statute's coverage. While the
Board of Directors currently has opted out of the statute's coverage, it intends
to opt into the statute's coverage prior to the consummation of the Offering.

The Company is subject to Chapter 110D of the Massachusetts General Laws
which governs "control share acquisitions," which are certain acquisitions of
beneficial ownership of shares which raise the voting power of the acquiring
person (which can be a group of persons or entities sharing beneficial
ownership) above any one of three thresholds: one-fifth, one-third or one-half
of the total voting power. All shares acquired by the person making the control
share acquisition within the period beginning 90 days before and ending 90 days
after each threshold is crossed ("Affected Shares") obtain voting rights only
(i) upon authorization by a majority of the stockholders other than the holder
of the Affected Shares, officers of the Company and directors of the Company who
also are employees of the Company or (ii) when disposed of in non-control share
acquisitions. The Company's stockholders, at a duly constituted meeting, may, by
amendment to the By-Laws or the Articles of Incorporation, provide that the
provisions of Chapter 110D shall not apply to future control share acquisitions
of the Company. Management currently has no plans to propose such an amendment.
Chapter 110D may have the effect of delaying or preventing a change of control
of the Company at a premium price. In addition, because the number of shares of
Common Stock entitled to vote is substantially less than the total number of
outstanding shares of Common Stock, holders of shares of Common
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Stock purchased in transactions which are not control share acquisitions, and
which occur at a time when there are Affected Shares outstanding, will obtain
voting rights which are disproportionate to the number of shares held as a
percentage of all outstanding shares (including Affected Shares), which may
facilitate the acquisition of shareholdings which may permit the exercise of a
controlling influence on the management or policies of the Company.

In certain circumstances in connection with a control share acquisition,
stockholders of the Company will be entitled to appraisal of their shares in
accordance with the provisions of Section 86 to 98, inclusive, of Chapter 156B
of the Massachusetts General Laws.

The Company intends to propose to its stockholders prior to consummation of
the Offering, certain amendments to its Articles and Bylaws that, if approved,
may have the effect of discouraging, delaying or preventing a change in control
of the Company or unsolicited acquisition proposals that a stockholder might
consider favorable, including provisions authorizing the issuance of "blank
check" preferred stock, providing for a Board of Directors with staggered terms,
requiring super-majority or class voting to effect certain amendments to the
Articles and Bylaws and to approve certain business combinations, limiting the
persons who may call special stockholders' meetings, and establishing advance
notice requirements for nominations for election to the Board of Directors or
for proposing matters that can be acted upon at stockholders' meetings.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is .

53
55

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have shares
of Common Stock outstanding without taking into account any outstanding options
or options which may be granted following consummation of the Offering. All of
the shares of Common Stock offered hereby will be freely tradeable without
restriction or further registration under the Securities Act, except for shares
sold by persons deemed to be "affiliates" of the Company ("Affiliates") or
acting as "underwriters," as those terms are defined in the Securities Act. All
of the Common Stock held by existing stockholders of the Company were issued and
sold by the Company in reliance on exemptions from the registration requirements
of the Securities Act ("Restricted Shares"). These shares may be sold in the
public market only if registered or pursuant to an exemption from registration
such as those afforded by Rules 144 and 701 under the Securities Act. Subject to
the lock-up period described below (See "Underwriting"), all of the remaining
outstanding shares of Common Stock and the shares of Common Stock issuable upon
conversion of the Series C Preferred Stock will be freely tradeable at the end
of the 90-day period after the date of this Prospectus under Rules 144 and 701,
subject to the restrictions on resale imposed upon Affiliates by Rule 144 under
the Securities Act.

In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this Prospectus, an Affiliate of the Company or other person (or
persons whose shares are aggregated) who has beneficially owned Restricted
Shares for at least one year, will be entitled to sell in any three-month period
a number of shares that does not exceed the greater of (i) 1% of the then
outstanding Common Stock or (ii) the average weekly trading volume of the Common
Stock on the NYSE during the four calendar weeks immediately preceding such
sale. Sales pursuant to Rule 144 are also subject to certain requirements
relating to manner of sale, notice and availability of current public
information about the Company. A person (or persons whose shares are aggregated)
who is not deemed to have been an Affiliate of the Company at any time during
the 90 days immediately preceding the sale and who has beneficially owned
Restricted Shares for at least two years is entitled to sell such shares
pursuant to Rule 144(k) without regard to the limitations described above.

Under Rule 701, an employee of the Company who purchased shares of Common
Stock or was awarded options to purchase shares pursuant to a written
compensation plan or contract meeting the requirements of Rule 701 under the
Securities Act is entitled to rely on the resale provisions of Rule 701, which
permits Affiliates and non-Affiliates to sell their Rule 701 shares without
having to comply with the holding period restrictions of Rule 144, in each case
commencing 90 days after the date of this Prospectus. In addition, non-
Affiliates may sell Rule 701 shares without complying with the public
information, volume and notice provisions of Rule 144.

Subject to the lock-up period described below and the restrictions imposed
on Affiliates of the Company under Rule 144, all of the Restricted Shares will
be eligible for sale at the end of the 90-day period after the date of this
Prospectus pursuant to Rules 144 and 701 under the Securities Act, without any
restrictions imposed under those Rules.

An aggregate of shares of Common Stock are reserved for
issuance to directors, executives, consultants and employees of the Company
pursuant to the Stock Option Plans. The Company intends to file a registration
statement on Form S-8 covering the issuance of shares of Common Stock pursuant
to the Stock Option Plans. Accordingly, shares issued pursuant to the Stock
Option Plans will be freely tradeable, subject to the restrictions on resale
imposed on Affiliates by Rule 144 under the Securities Act.

Prior to the Offering, there has been no public market for the Common
Stock. Trading of the Common Stock is expected to commence following the
completion of the Offering. There can be no assurance that an active trading
market will develop or continue after the completion of the Offering or that the
market price of the Common Stock will not decline below the initial public
offering price. No predictions can be made as to the effect, if any, that future
sales of shares of Common Stock, or the availability of such shares for sale,
will have on the market price prevailing from time to time. Sales of substantial
amounts of Common Stock in the public market, or the perception that such sales
could occur, could adversely affect the prevailing market price of the Common
Stock, or the ability of the Company to raise capital through the issuance of
additional equity securities.

54
56

CERTAIN UNITED STATES TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

A general discussion of certain United States federal income and estate tax
consequences of the acquisition, ownership and disposition of Common Stock
applicable to Non-U.S. Holders (as defined) of Common Stock is set forth below.
In general, a "Non U.S. Holder" is a person other than: (i) a citizen or
resident (as defined for United States federal income or estate tax purposes, as
the case may be) of the United States; (ii) a corporation or partnership
organized in or under the laws of the United States or a political subdivision
thereof; (iii) an estate the income of which is subject to United States federal
income taxation regardless of its source, or (iv) a trust if and only if (A) a
court within the United States is able to exercise primary supervision over the
administration of the trust and (B) one or more United States trustees have the
authority to control all substantial decisions of the trust. The discussion is
based on current law and is provided for general information only. The
discussion does not address aspects of United States federal taxation other than
income and estate taxation and does not address all aspects of federal income
and estate taxation. The discussion does not consider any specific facts or
circumstances that may apply to a particular Non-U.S. Holder and does not
address all aspects of United States federal income estate tax laws that may be
relevant to Non-U.S. Holders that may be subject to special treatment under such
laws (for example, insurance companies, tax-exempt organizations, financial
institutions or broker-dealers). This discussion is based on the Internal
Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder
and administrative and judicial interpretations thereof, all of which are
subject to change, possibly with retroactive effect. ACCORDINGLY, PROSPECTIVE
INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE UNITED STATES
FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF
ACQUIRING, HOLDING AND DISPOSING OF COMMON STOCK.

DIVIDENDS

In general, the gross amount of dividends paid to a Non-U.S. Holder will be
subject to United States withholding tax at a 30% rate (or any lower rate
prescribed by an applicable tax treaty) unless the dividends are (i) effectively
connected with a trade or business carried on by the Non-U.S. Holder within the
United States and a Form 4224 is filed with the withholding agent or (ii) if a
tax treaty applies, are attributable to a United States permanent establishment
of the Non-U.S. Holder. If either exception applies, the dividend will be taxed
at ordinary U.S. federal income tax rates. A Non-U.S. Holder may be required to
satisfy certain certification requirements in order to claim the benefit of an
applicable treaty rate or otherwise claim a reduction of, or exemption from, the
withholding obligation pursuant to the above described rules. In the case of a
Non-U.S. Holder that is a corporation, effectively connected income may also be
subject to the branch profits tax, except to the extent that an applicable tax
treaty provides otherwise.

SALE OF COMMON STOCK

Generally, a Non-U.S. Holder will not be subject to United States federal
income tax on any gain realized upon the disposition of his Common Stock unless:
(i) the Company has been, is, or becomes a "U.S. real property holding
corporation" for federal income tax purposes and certain other requirements are
met; (ii) the gain is effectively connected with a trade or business carried on
by the Non-U.S. Holder within the United States; (iii) the Common Stock is
disposed of by an individual Non-U.S. Holder who holds the Common Stock as a
capital asset and is present in the United States for 183 days or more in the
taxable year of the disposition or (iv) the Non-U.S. Holder is an individual who
lost his U.S. citizenship within the last 10 years and such loss had, as one of
its principle purposes, the avoidance of taxes, and the gains are considered
derived from sources within the United States. The Company believes that it has
not been, is not currently and, based upon its current business plans, is not
likely to become a U.S. real property holding corporation. Non-U.S. Holders
should consult applicable treaties, which may exempt from United States taxation
gains realized upon the disposition of Common Stock in certain cases.

55
57

ESTATE TAX

Common Stock owned or treated as owned by an individual Non-U.S. Holder at
the time of his death will be includible in the individual's gross estate for
United States federal estate tax purposes, unless an applicable treaty provides
otherwise, and may be subject to United States federal estate tax.

BACKUP WITHHOLDING AND INFORMATION REPORTING REQUIREMENTS

On October 14, 1997, the IRS issued final regulations relating to
withholding, information reporting and backup withholding that unify current
certification procedures and forms and clarify reliance standards (the "Final
Regulations"). The Final Regulations generally will be effective with respect to
payments made after December 31, 1998.

Except as provided below, this section describes rules applicable to
payments made on or before December 31, 1998. Backup withholding (which
generally is a withholding tax imposed at the rate of 31% on certain payments to
persons that fail to furnish the information required under the United States
information reporting and backup withholding rules) generally will not apply to
(i) dividends paid to Non-U.S. Holders that are subject to the 30% withholding
discussed above (or that are not so subject because a tax treaty applies that
reduces or eliminates such 30% withholding) or (ii) dividends paid on the Common
Stock to a Non-U.S. Holder at an address outside the United States. The Company
will be required to report annually to the IRS and to each Non-U.S. Holder the
amount of dividends paid to, and the tax withheld with respect to, such holder,
regardless of whether any tax was actually withheld. This information may also
be made available to the tax authorities in the Non-U.S. Holder's country of
residence.

In the case of a Non-U.S. Holder that sells Common Stock to or though a
United States office of a broker, the broker must backup withhold at a rate of
31% and report the sale to the IRS, unless the holder certifies its Non-U.S.
status under penalties of perjury or otherwise establishes an exemption. In the
case of a Non-U.S. Holder that sells Common Stock to or though the foreign
office of a United States broker, or a foreign broker with certain types of
relationships to the United States, the broker must report the sale to the IRS
(but not backup withhold) unless the broker has documentary evidence in its
files that the seller is a Non-U.S. Holder or certain other conditions are met,
or the holder otherwise establishes an exemption. A Non-U.S. Holder will
generally not be subject to information reporting or backup withholding if such
Non-U.S. Holder sells the Common Stock to or through a foreign office of a
Non-United States broker.

Any amount withheld under the backup withholding rules from a payment to a
holder is allowable as a credit against the holder's U.S. federal income tax,
which may entitle the holder to a refund, provided that the holder furnishes the
required information to the IRS. In addition, certain penalties may be imposed
by the IRS on a holder who is required to supply information but does not do so
in the proper manner.

The Final Regulations eliminate the general current law presumption that
dividends paid to an address in a foreign country are paid to a resident of that
country. In addition, the Final Regulations impose certain certification and
documentation requirements on Non-U.S. Holders claiming the benefit of a reduced
withholding rate with respect to dividends under a tax treaty.

Prospective purchasers of Common Stock are urged to consult their own tax
advisors as to the application of the current rules regarding backup withholding
and information reporting and as to the effect, if any, of the Final Regulations
on their purchase, ownership and disposition of the Common Stock.

56
58

UNDERWRITING

Upon the terms and subject to the conditions stated in the Underwriting
Agreement dated , 1998, each Underwriter named below has severally
agreed to purchase, and the Company and the Selling Stockholders have agreed to
sell to such Underwriter, the number of shares of Common Stock set forth
opposite the name of such Underwriter.

UNDERWRITERS NUMBER OF SHARES
------------ ----------------

Smith Barney Inc. ..........................................
Piper Jaffray Inc...........................................
---------

Total..................................................
=========

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares are subject to
approval of certain legal matters by counsel and to certain other conditions.
The Underwriters are obligated to take and pay for all shares of Common Stock
offered hereby (other than those covered by the over-allotment option described
below) if any such shares are taken.

The Underwriters, for whom Smith Barney Inc. and Piper Jaffray Inc. are
acting as the Representatives, propose to offer part of the shares directly to
the public at the public offering price set forth on the cover page of this
Prospectus and part of the shares to certain Dealers at a price which represents
a concession not in excess of $ per share under the public offering price.
The Underwriters may allow, and such Dealers may reallow, a concession not in
excess of $ per share to certain other Dealers. After the initial
offering of the shares to the public, the public offering price and such
concessions may be changed by the Representatives. The Representatives of the
Underwriters have advised the Company and the Selling Stockholders that the
Underwriters do not intend to confirm any shares to any accounts over which they
exercise discretionary authority.

The Selling Stockholders have granted to the Underwriters an option,
exercisable for 30 days from the date of this Prospectus, to purchase up to
additional shares of Common Stock at the price to public set forth on
the cover page of this Prospectus minus the underwriting discounts and
commissions. The Underwriters may exercise such option solely for the purpose of
covering over-allotments, if any, in connection with the Offering of the shares
offered hereby. To the extent such option is exercised, each Underwriter will be
obligated, subject to certain conditions, to purchase approximately the same
percentage of such additional shares as the number of shares set forth opposite
each Underwriter's name in the preceding table bears to the total number of
shares listed in such table.

The Company and the Selling Stockholders have agreed that, without the
prior written consent of Smith Barney Inc., they will not, directly or
indirectly, offer to sell, contract to sell, sell or otherwise dispose of, or
announce the offering of, any shares of Common Stock or securities convertible
into or exchangeable for Common Stock (except the shares sold to the
Underwriters in connection with the Offering or pursuant to the Underwriters'
over-allotment option or issuances by the Company pursuant to certain
stock-based employment arrangements or agreements or shares issued pursuant to
acquisitions) for a period of 180 days after the date of the Underwriting
Agreement. Each executive officer, director and Selling Stockholder of the
Company has agreed that, without the prior written consent of Smith Barney Inc.,
he or she will not, directly or indirectly, offer to sell, contract to sell,
sell or otherwise dispose of any Common Stock, or securities convertible into or
exchangeable for Common Stock (except Common Stock disposed of as bona fide
gifts by such executive officers or directors, transferred upon exercise of
existing warrants or options granted by them or transferred to a trust,
partnership, corporation or other entity the beneficial ownership of which is
solely owned by such person) for a period of 180 days after the date of the
Underwriting Agreement. Smith Barney Inc. currently does not intend to release
any securities subject to such lock-up agreements, but may, in its sole
discretion and at any time without notice, release all or any portion of the
securities subject to such lock-up agreements.

57
59

At the request of the Company, the Underwriters have reserved up to
shares of Common Stock for sale at the public offering price to directors,
officers and employees of the Company. The number of shares of Common Stock
available for sale to the general public will be reduced to the extent such
persons purchase the reserved shares. Any reserved shares not so purchased will
be offered by the Underwriters on the same basis as all other shares offered
hereby.

In connection with this Offering and in compliance with applicable law, the
Underwriters may over-allot (i.e., sell more Common Stock than the total amount
shown on the list of Underwriters and participations which appears above) and
may effect transactions which stabilize, maintain or otherwise affect the market
price of the Common Stock at levels above those which might otherwise prevail in
the open market. Such transactions may include placing bids for the Common Stock
or effecting purchases of the Common Stock for the purpose of pegging, fixing or
maintaining the price of the Common Stock or for the purpose of reducing a
syndicate short position created in connection with the Offering. A syndicate
short position may be covered by exercise of the option described above in lieu
of or in addition to open market purchases. In addition, the contractual
arrangements among the Underwriters include a provision whereby if the
Representatives purchase Common Stock in the open market for the account of the
underwriting syndicate and the securities purchased can be traced to a
particular Underwriter or member of the selling group, the underwriting
syndicate may require the Underwriter or selling group member in question to
purchase the Common Stock in question at the cost price to the syndicate or may
recover from (or decline to pay to) the Underwriter or selling group member in
question the selling concession applicable to the securities in question. The
Underwriters are not required to engage in any of these activities and any such
activities, if commenced, may be discontinued at any time.

Prior to this Offering, there has not been any public market for the Common
Stock of the Company. Consequently, the initial public offering price for the
Shares of Common Stock included in this Offering has been determined by
negotiations among the Company, the Selling Stockholders and the
Representatives. Among the factors considered in determining such price were the
history of and prospects for the Company's business and the industry in which it
competes, an assessment of the Company's management and the present state of the
Company's development, the past and present revenues and earnings, the current
state of the economy in the United States and the current level of economic
activity in the industry in which the Company competes and in related or
comparable industries, and currently prevailing conditions in the securities
markets, including current market valuations of publicly traded companies which
are comparable to the Company.

The Underwriting Agreement provides that the Company and the Selling
Stockholders will indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act, or contribute to
payments the Underwriters may be required to make in respect thereof.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Edwards & Angell, LLP, Boston,
Massachusetts. The Underwriters have been represented by Cravath, Swaine &
Moore, New York, New York.

EXPERTS

The consolidated balance sheets as of December 31, 1996 and 1997 and the
related consolidated statements of operations, cash flows and stockholders'
equity for each of the three years in the period ended December 31, 1997,
included in this Prospectus and elsewhere in the registration statement, have
been included herein in reliance upon the report of Coopers & Lybrand L.L.P.,
independent accountants, given upon the authority of said firm as experts in
accounting and auditing.

58
60

AVAILABLE INFORMATION

The Company has not previously been subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended. The Company has filed with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-1 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act") with respect to the Common Stock offered
hereby. This Prospectus, which constitutes a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto. For further information pertaining to
the Company and the Common Stock offered by this Prospectus, reference is made
to the Registration Statement and to the exhibits filed as a part thereof.
Statements contained in this Prospectus concerning the contents of any contract,
agreement or other document filed as an exhibit to the Registration Statement
are summaries of the terms of such contracts, agreements or documents and are
not necessarily complete. Reference is made to each such exhibit for a more
complete description of the matters involved and such statements shall be deemed
qualified in their entirety by such reference. The Registration Statement and
the exhibits and schedules thereto may be inspected, without charge, and copies
may be obtained at prescribed rates, at the public reference facility maintained
by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the regional offices of the Commission located at 7 World Trade
Center, Suite 300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1300, Chicago, Illinois 60661-2511. The Registration
Statement and other information filed by the Company with the Commission are
also available at the web site maintained by the Commission on the World Wide
Web at http://www.sec.gov.

The Company intends to furnish its stockholders with annual reports
containing audited financial statements certified by independent auditors and
quarterly reports for the first three quarters of each fiscal year containing
unaudited financial statements.

59
61

BOYLE LEASING TECHNOLOGIES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Accountants........................... F-2
Financial Statements:
Consolidated Balance Sheets as of December 31, 1996 and
1997, and March 31, 1998 (unaudited)...................... F-3
Consolidated Statements of Operations for the years ended
December 31, 1995, 1996 and 1997, and for the three months
ended March 31, 1997 (unaudited) and March 31, 1998
(unaudited)............................................... F-4
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1995, 1996 and 1997, and the
three months ended March 31, 1998 (unaudited)............. F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1996 and 1997, and for the three months
ended March 31, 1997 (unaudited) and March 31, 1998
(unaudited)............................................... F-6
Notes to Consolidated Financial Statements.................. F-7

F-1
62

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
Boyle Leasing Technologies, Inc.:

We have audited the accompanying consolidated balance sheets of Boyle
Leasing Technologies, Inc. as of December 31, 1996 and 1997, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years ended December 31, 1995, 1996 and 1997. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Boyle Leasing
Technologies, Inc. as of December 31, 1996 and 1997, and the consolidated
results of its operations and its cash flows for the years ended December 31,
1995, 1996 and 1997, in conformity with generally accepted accounting
principles.

/s/ Coopers & Lybrand LLP

Boston, Massachusetts
February 27, 1998

F-2
63

BOYLE LEASING TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

DECEMBER 31,
------------------- MARCH 31,
1996 1997 1998
-------- -------- ------------
(UNAUDITED)

ASSETS
Assets:
Net investment in financing leases and loans:
Receivables due in installments........................ $232,693 $238,979 $241,103
Estimated residual value............................... 14,702 16,784 16,907
Initial direct costs................................... 2,692 2,777 2,939
Loans receivable....................................... 238 2,467 4,235
Less:
Advance lease payments and deposits.................. (186) (334) (428)
Unearned income...................................... (76,951) (73,060) (72,299)
Allowance for credit losses.......................... (23,826) (26,319) (27,475)
-------- -------- --------
Net investment in financing leases and loans.............. 149,362 161,294 164,982
Investment in service contracts........................... -- 2,145 3,702
Cash and cash equivalents................................. 13,775 9,252 7,381
Property and equipment, net............................... 5,143 4,265 4,455
Other assets.............................................. 1,912 2,745 2,678
-------- -------- --------
Total assets...................................... $170,192 $179,701 $183,198
======== ======== ========

LIABILITIES, REDEEMABLE CONVERTIBLE
PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Notes payable............................................... 116,202 116,830 114,791
Subordinated notes payable.................................. 27,006 26,382 27,391
Capitalized lease obligations............................... 1,523 1,071 1,069
Accounts payable............................................ 561 89 242
Dividends payable........................................... 242 294 296
Other liabilities........................................... 5,801 5,300 4,743
Income taxes payable........................................ 606 -- --
Deferred income taxes....................................... 6,072 10,969 13,077
-------- -------- --------
Total liabilities................................. 158,013 160,935 161,609
-------- -------- --------
Commitments and contingencies (Note J)...................... -- -- --
Redeemable convertible preferred stock (liquidation
preference $12, at December 31, 1996 and 1997, and March
31, 1998)................................................. -- -- --
Stockholders' equity:
Common stock.............................................. 49 50 50
Additional paid-in capital................................ 1,490 1,652 1,796
Retained earnings......................................... 10,841 17,366 20,181
Treasury stock, at cost................................... (100) (138) (138)
Notes receivable from officers and employees.............. (101) (164) (300)
-------- -------- --------
Total stockholders' equity........................ 12,179 18,766 21,589
-------- -------- --------
Total liabilities and stockholders' equity........ $170,192 $179,701 $183,198
======== ======== ========

The accompanying notes are an integral part of the consolidated financial
statements.
F-3
64

BOYLE LEASING TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

FOR THE THREE
FOR THE YEARS ENDED MONTHS ENDED
DECEMBER 31, MARCH 31,
----------------------------- ------------------
1995 1996 1997 1997 1998
------- ------- ------- ------- -------
(UNAUDITED)

Revenues:
Income on financing leases and loans... $27,011 $38,654 $45,634 $11,089 $11,510
Income on service contracts............ -- 6 501 4 288
Rental income.......................... 3,688 8,250 10,809 2,593 3,365
Loss and damage waiver fees............ 2,648 4,188 5,448 1,241 1,395
Service fees........................... 2,798 4,487 5,788 1,271 1,531
------- ------- ------- ------- -------
Total revenues................. 36,145 55,585 68,180 16,198 18,089
------- ------- ------- ------- -------
Expenses:
Selling, general and administrative.... 8,485 14,073 17,252 3,515 4,281
Provision for credit losses............ 13,388 19,822 21,713 6,017 4,575
Depreciation and amortization.......... 1,503 2,981 3,787 863 1,177
Interest............................... 8,560 10,163 11,890 2,709 2,820
------- ------- ------- ------- -------
Total expenses................. 31,936 47,039 54,642 13,104 12,853
Income before provision for income
taxes.................................. 4,209 8,546 13,538 3,094 5,236
Provision for income taxes............... 1,685 3,466 5,886 1,267 2,125
------- ------- ------- ------- -------
Net income............................... $ 2,524 $ 5,080 $ 7,652 $ 1,827 $ 3,111
======= ======= ======= ======= =======
Net income per common share -- basic..... $ 0.69 $ 1.05 $ 1.56 $ 0.37 $ 0.63
======= ======= ======= ======= =======
Net income per common share -- diluted... $ 0.53 $ 1.04 $ 1.54 $ 0.37 $ 0.63
======= ======= ======= ======= =======
Dividends per common share............... $ 0.12 $ 0.19 $ 0.23 $ 0.05 $ 0.06
======= ======= ======= ======= =======

F-4
65

BOYLE LEASING TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
for the years ended December 31, 1995, 1996 and 1997, and the three months ended
March 31, 1998 (unaudited)
(in thousands, except share data)

NOTES
COMMON STOCK ADDITIONAL RECEIVABLE TOTAL
------------------ PAID-IN RETAINED TREASURY FROM STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS STOCK OFFICERS EQUITY
--------- ------ ---------- -------- -------- ---------- -------------

Balance at December 31, 1994...... 2,501,940 $26 $1,087 $ 4,737 $(100) $ 5,750
Exercise of stock options......... 699,700 7 333 340
Common stock dividends............ (580) (580)
Conversion of preferred stock to
common stock.................... 1,637,220 16 66 82
Notes receivable from officers.... $(205) (205)
Net income........................ 2,524 2,524
--------- --- ------ ------- ----- ----- -------
Balance at December 31, 1995...... 4,838,860 49 1,486 6,681 (100) (205) 7,911
Exercise of options............... 2,810 4 4
Common stock dividends............ (920) (920)
Notes receivable from officers.... 104 104
Net income........................ 5,080 5,080
--------- --- ------ ------- ----- ----- -------
Balance at December 31, 1996...... 4,841,670 49 1,490 10,841 (100) (101) 12,179
Exercise of stock options......... 60,455 1 162 163
Common stock dividends............ (1,127) (1,127)
Purchase of treasury stock........ (2,625) (38) (38)
Notes receivable from officers and
employees....................... (63) (63)
Net income........................ 7,652 7,652
--------- --- ------ ------- ----- ----- -------
Balance at December 31, 1997...... 4,899,500 50 1,652 17,366 (138) (164) 18,766
Exercise of options............... 37,018 144 144
Common stock dividends............ (296) (296)
Notes receivable from officers and
employees....................... (136) (136)
Net income........................ -- 3,111 3,111
--------- --- ------ ------- ----- ----- -------
Balance at March 31, 1998
(unaudited)..................... 4,936,518 $50 $1,796 $20,181 $(138) $(300) $21,589
========= === ====== ======= ===== ===== =======

The accompanying notes are an integral part of the consolidated financial
statements.

F-5
66

BOYLE LEASING TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

FOR THE THREE
MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, MARCH 31,
--------------------------------- -----------------
1995 1996 1997 1997 1998
-------- ---------- --------- ------- -------
(UNAUDITED)

Cash flows from operating activities:
Cash received from customers.............................. $60,632 $ 87,130 $118,444 $27,000 $31,259
Cash paid to suppliers and employees...................... (10,710) (16,708) (29,113) (8,937) (7,185)
Interest paid............................................. (8,248) (10,724) (12,334) (3,082) (2,984)
Interest received......................................... 285 406 396 119 210
------- --------- -------- ------- -------
Net cash provided by operating activities........... 41,959 60,104 77,393 15,100 21,300
------- --------- -------- ------- -------
Cash flows from investing activities:
Investment in leased equipment............................ (74,133) (83,734) (72,347) (17,310) (17,227)
Investment in direct costs................................ (1,992) (2,186) (2,354) (547) (757)
Investment in service contracts........................... -- -- (2,568) -- (1,773)
Investment in loans....................................... -- -- (2,538) -- (1,768)
Purchase of property and equipment........................ (274) (628) (288) (56) (120)
Proceeds from notes receivable from officers and
employees............................................... -- -- (150) -- (144)
Repayment of notes receivable from officers and
employees............................................... 46 104 87 12 8
Investment in notes receivable............................ -- (349) (160) -- --
Repayment of notes receivable............................. -- 111 191 44 --
------- --------- -------- ------- -------
Net cash used in investing activities............... (76,353) (86,682) (80,127) (17,857) (21,781)
------- --------- -------- ------- -------
Cash flows from financing activities:
Proceeds from secured debt................................ 87,881 181,006 56,639 9,641 18,174
Repayment of secured debt................................. (17,023) (29,946) (56,194) (12,097) (20,211)
Proceeds from refinancing of secured debt................. -- -- 203,580 40,000 49,500
Prepayment of secured debt................................ (33,390) (129,049) (203,580) (40,000) (49,500)
Proceeds from notes payable............................... 548 123 497 110 --
Repayment of notes receivable from officers and
employees............................................... (710) (833) (315) (54) --
Proceeds from issuance of subordinated debt............... 187 15,410 2,123 903 1,000
Repayment of subordinated debt............................ (619) (1,740) (2,891) (36) (20)
Proceeds from exercise of common stock options............ 90 4 162 19 144
Repayment of capital leases............................... (159) (393) (697) (162) (186)
Purchase of treasury stock................................ -- -- (38) -- --
Payment of dividends...................................... (650) (871) (1,075) (242) (291)
------- --------- -------- ------- -------
Net cash provided by (used in) financing
activities........................................ 36,155 33,711 (1,789) (1,918) (1,390)
------- --------- -------- ------- -------
Net increase (decrease) in cash and cash equivalents........ 1,761 7,133 (4,523) (4,675) (1,871)
Cash and cash equivalents, beginning of period.............. 4,881 6,642 13,775 13,775 9,252
------- --------- -------- ------- -------
Cash and cash equivalents, end of period.................... $ 6,642 $ 13,775 $ 9,252 $ 9,100 $ 7,381
======= ========= ======== ======= =======
Reconciliation of net income to net cash provided by
operating activities:
Net income................................................ $ 2,524 $ 5,080 $ 7,652 $ 1,827 $ 3,111
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................... 1,503 2,981 3,787 863 1,177
Provision for credit losses............................. 13,388 19,822 21,713 6,017 4,575
Recovery of equipment cost and residual value, net of
revenue recognized.................................... 20,972 29,378 41,334 7,109 10,666
Increase (decrease) in current taxes.................... 985 (379) (1,266) (601) --
Increase in deferred income taxes....................... 701 1,892 4,897 995 2,108
Change in assets and liabilities:
Decrease (increase) in other assets..................... 317 (603) (173) (587) 67
(Decrease) increase in accounts payable................. (11) 711 65 385 153
Increase (decrease) in accrued liabilities.............. 1,580 1,222 (616) (908) (557)
------- --------- -------- ------- -------
Net cash provided by operating activities........... $41,959 $ 60,104 $ 77,393 $15,100 $21,300
======= ========= ======== ======= =======
Cash paid for income taxes.................................. $ 34 -- $ 2,254
======= ========= ========
Supplemental disclosure of noncash activities:
Property acquired under capital leases.................... $ 849 $ 985 $ 246 $ 109 $ 183
Accrual of common stock dividends......................... $ 194 $ 242 $ 294 $ 267 $ 296
Conversion of preferred stock to common stock............. $ 82 -- -- -- --

The accompanying notes are an integral part of the consolidated financial
statements.

F-6
67

BOYLE LEASING TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(tables in thousands, except per share data)

A. NATURE OF BUSINESS:

Boyle Leasing Technologies, Inc. (the "Company") which operates primarily
through its wholly-owned subsidiary, Leasecomm Corporation, is a specialized
commercial finance company that leases and rents "microticket" equipment and
provides other financing services in amounts generally ranging from $900 to
$2,500, with an average amount financed of approximately $1,400 and an average
lease term of 45 months. The Company does not market its services directly to
lessees but sources leasing transactions through a network of independent sales
organizations and other dealer-based origination networks nationwide. The
Company funds its operations primarily through borrowings under its credit
facilities, issuances of subordinated debt and securitizations. One dealer
accounted for 14% of originations in the year ended December 31, 1997.

In December 1992, May 1993 and November 1994, Leasecomm Corporation created
wholly-owned subsidiaries, BLT Finance Corporation I ("BLT I"), BLT Finance
Corporation II ("BLT II") and BLT Finance Corporation III ("BLT III"),
respectively, which are special purpose corporations for the securitization and
financing of lease receivables.

In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishment of Liabilities" ("SFAS No. 125"). SFAS
No. 125 is effective for transactions entered into after December 31, 1996.
Under SFAS No. 125, an entity will recognize the financial and servicing assets
it controls and the liabilities it has incurred, derecognize financial assets
when control has been surrendered and derecognize liabilities when extinguished.
Effective January 1997, the Company adopted SFAS No. 125.

While the Company generally does not sell its interests in leases, service
contracts or loans to third parties after origination, the Company does,
however, from time to time, contribute certain leases to special purpose
corporations for purposes of obtaining financing in connection with its lease
receivables. As these transfers do not result in a change in control over the
lease receivables, sale treatment and related gain recognition under SFAS No.
125 does not occur. Accordingly, the lease receivable and related liability
remain on the balance sheet.

If SFAS No. 125 were effective for transactions prior to 1997, there would
have been no change in the accounting for these financing transactions.

During 1997 and 1996, the credit facilities related to the securitization
on BLT I and BLT II were paid off, respectively. Both of these subsidiaries were
dissolved on December 31, 1997.

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.

Unaudited Interim Financial Statements

The interim financial data as of March 31, 1998, and for the three months
ended March 31, 1997 and 1998, is unaudited; however, in the opinion of the
Company, all adjustments necessary for a fair presentation of interim results of
operations (consisting only of normal recurring accruals and adjustments) have
been made to the interim consolidated financial statements. The consolidated
results of operations for interim periods are not necessarily indicative of
results of operations for the respective full year.

F-7
68
BOYLE LEASING TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(tables in thousands, except per share data)

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reported
period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with initial
maturities of less than three months to be cash equivalents. Cash equivalents
consist principally of overnight investments.

Leases and Loans

The Company's lease contracts are accounted for as financing leases. At
origination, the Company records the gross lease receivable, the estimated
residual value of the leased equipment, initial direct costs incurred and the
unearned lease income. Unearned lease income is the amount by which the gross
lease receivable plus the estimated residual value exceeds the cost of the
equipment. Unearned lease income and initial direct costs incurred are amortized
over the related lease term using the interest method which results in a level
rate of return on the net investment in leases. Amortization of unearned lease
income and initial direct costs is suspended if, in the opinion of management,
full payment of the contractual amount due under the lease agreement is
doubtful. In conjunction with the origination of leases, the Company may retain
a residual interest in the underlying equipment upon termination of the lease.
The value of such interests is estimated at inception of the lease and evaluated
periodically for impairment. Other revenues such as loss and damage waiver and
service fees relating to the leases, contracts and loans and rental revenues are
recognized as they are earned.

Loans are reported at their outstanding principal balance. Interest income
on loans is recognized as it is earned.

Investment in Service Contracts

Property and Equipment

Rental equipment is recorded at estimated residual value and depreciated
using the straight-line method over a period of twelve months.

Office furniture, equipment and capital leases are recorded at cost and
depreciated using the straight-line method over a period of three to five years.
Leasehold improvements are amortized over the shorter of the life of the lease
or the asset. Upon retirement or other disposition, the cost and related
accumulated depreciation of the assets are removed from the accounts and the
resulting gain or loss is reflected in income.

Fair Value of Financial Instruments

For financial instruments including cash and cash equivalents, investments
in financing leases and loans, accounts payable, and accrued expenses, it is
assumed that the carrying amount approximates fair value due to their short
maturity.

F-8
69
BOYLE LEASING TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(tables in thousands, except per share data)

Interest-Rate Hedging Agreements

The Company enters into interest-rate hedging agreements to hedge against
potential increases in interest rates on the Company's outstanding borrowings.
The Company's policy is to accrue amounts receivable or payable under such
agreements as reductions or increases in interest expense, respectively.

Debt Issuance Costs

Debt issuance costs incurred in securing credit facility financing are
capitalized and subsequently amortized over the term of the credit facility.

Income Taxes

Deferred income taxes are determined under the liability method.
Differences between the financial statement and tax bases of assets and
liabilities are measured using the currently enacted tax rates expected to be in
effect when these differences reverse. Deferred tax expense is the result of
changes in the liability for deferred taxes. The principal differences between
assets and liabilities for financial statement and tax return purposes are the
treatment of leased assets, accumulated depreciation and provisions for doubtful
accounts. The deferred tax liability is reduced by loss carryforwards and
alternative minimum tax credits available to reduce future income taxes.

Net Income Per Common Share

The Company has adopted Statement of Financial Accounting Standard No. 128,
"Earnings Per Share," ("SFAS No. 128") which specifies the computation,
presentation and disclosure requirements for net income per common share. Basic
net income per common share is computed based on the weighted average number of
common shares outstanding during the period, adjusted for a 10-to-1 stock split
as described in Note H. Diluted net income per common share gives effect to all
dilutive potential common shares outstanding during the period. Under SFAS No.
128, the computation of diluted earnings per share does not assume the issuance
of common shares that have an antidilutive effect on net income per common
share.

FOR THE THREE MONTHS
FOR THE YEAR ENDED DECEMBER 31, ENDED MARCH 31,
------------------------------------ -----------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- ---------- ----------
(UNAUDITED)

Net income........................... $ 2,524 $ 5,080 $ 7,652 $ 1,827 $ 3,111
Shares used in computation:
Weighted average common shares
outstanding used in
computation of net income per
common share.................. 3,676,094 4,841,425 4,896,570 4,887,818 4,899,911
Dilutive effect of redeemable
convertible preferred stock... 838,210 19,600 9,800 9,800 9,800
Dilutive effect of common stock
options....................... 209,799 24,281 56,294 56,294 22,874
---------- ---------- ---------- ---------- ----------
Shares used in computation of net
income per common share -- assuming
dilution........................... 4,724,103 4,885,306 4,962,664 4,953,912 4,932,585
========== ========== ========== ========== ==========
Net income per common share.......... $ 0.69 $ 1.05 $ 1.56 $ 0.37 $ 0.63
========== ========== ========== ========== ==========
Net income per common share --
assuming dilution.................. $ 0.53 $ 1.04 $ 1.54 $ 0.37 $ 0.63
========== ========== ========== ========== ==========

F-9
70
BOYLE LEASING TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(tables in thousands, except per share data)

Options to purchase 2,123 shares of common stock were outstanding during
the year ended December 31, 1995, but were not included in the calculation of
diluted net income per common share because the option price was greater than
the average market price of the common shares during the period.

New Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income." This
statement requires that changes in comprehensive income be shown in a financial
statement that is displayed with the same prominence as other financial
statements. The statement is effective for fiscal years beginning after December
15, 1997 and the Company has adopted its provisions in 1998. The Company has
evaluated the impact this statement will have on its financial statements and
determined that no additional disclosure is required.

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Internal Use Software," ("SOP 98-1") which
provides guidance on the accounting for the costs of software developed or
obtained for internal use. SOP 98-1 is effective for fiscal years beginning
after December 15, 1998. The Company does not expect the statement to have a
material impact on its financial position or results of operations.

On June 1, 1998, the Financial Accounting Standards Board voted to issue a
final standard on derivatives and hedging. The standard is expected to be
published in June 1998 and will be effective for companies with fiscal years
beginning after June 15, 1999. The Company has not yet evaluated the impact this
statement may have on its financial position or results of operations.

Reclassification of Prior Year Balances

Certain reclassifications have been made to prior years' consolidated
financial statements to conform to the current presentation.

C. LEASES AND LOANS

At December 31, 1997, future minimum payments on the Company's lease
receivables are as follows:

FOR THE YEAR ENDED
DECEMBER 31,
- ------------------------------------------------------------

1998................................................... $110,801
1999................................................... 73,752
2000................................................... 42,500
2001................................................... 11,105
2002................................................... 669
Thereafter............................................. 152
--------
Total.................................................. $238,979
========

At December 31, 1997, the weighted average remaining life of leases in the
Company's lease portfolio is approximately 28 months and the implicit rate of
interest is approximately 35%.

The Company's business is characterized by a high incidence of
delinquencies which in turn may lead to significant levels of defaults. The
Company evaluates the collectibility of leases originated and loans based on the
level of recourse provided, if any, delinquency statistics, historical lease
experience, current economic conditions and other relevant factors. The Company
provides an allowance for credit losses for leases which are considered
impaired.

F-10
71
BOYLE LEASING TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(tables in thousands, except per share data)

A summary of activity in the Company's allowance for credit losses is as
follows:

FOR THE YEARS ENDED
DECEMBER 31,
-----------------------------
1995 1996 1997
------- ------- -------

Balance, beginning of year........................... $ 7,992 $15,952 $23,826
Provision for credit losses.......................... 13,388 19,822 21,713
Charge-offs, net of recoveries....................... (5,428) (11,948) (19,220)
------- ------- -------
Balance, end of year................................. $15,952 $23,826 $26,319
======= ======= =======

D. PROPERTY AND EQUIPMENT:

At December 31, 1996 and 1997, property and equipment consisted of the
following:

DECEMBER 31,
----------------
1996 1997
------ ------

Rental equipment............................................ $4,845 $5,588
Computer equipment.......................................... 2,628 2,998
Office equipment............................................ 571 634
Leasehold improvements...................................... 224 224
------ ------
8,268 9,444
Less accumulated depreciation and amortization.............. 3,125 5,179
------ ------
Total....................................................... $5,143 $4,265
====== ======

Depreciation and amortization expense totaled $1,503,000, $2,981,000, and
$3,787,000 for the years ended December 31, 1995, 1996 and 1997, respectively.

At December 31, 1996 and 1997, computer equipment includes $2,092,287 and
$2,339,000, respectively, under capital leases. Accumulated amortization related
to capital leases amounted to $611,000 and $1,306,000 at December 31, 1996 and
1997, respectively.

At December 31, 1997, accumulated depreciation related to rental equipment
amounted to $3,060,000.

E. NOTES PAYABLE:

The Company has a revolving line of credit and term loan facility with a
group of financial institutions whereby it may borrow a maximum of $105,000,000
based upon qualified lease receivables. Outstanding borrowings with respect to
the revolving line of credit bear interest based either at prime for prime rate
loans or London Interbank Offered Rate (LIBOR) plus 1.85% for LIBOR loans. If
the LIBOR loans are not renewed upon their maturity then they automatically
convert into prime rate loans. The prime rates at December 31, 1997 and 1996
were 8.5% and 8.25%, respectively. The 90-day LIBOR at December 31, 1997 and
1996 was 5.91% and 5.78%, respectively.

F-11
72
BOYLE LEASING TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(tables in thousands, except per share data)

At December 31, 1997, the Company had borrowings outstanding under the
agreement with the following terms:

TYPE EXPIRATION RATE AMOUNT
---- ---------- ------ -------

Prime...................................... Revolving 8.5000% $ 6,634
LIBOR...................................... 2/10/98 7.7250% 12,000
Fixed...................................... 11/24/98 8.3000% 5,798
Fixed...................................... 8/2/99 7.7500% 9,273
-------
Total $33,705
=======

At December 31, 1996, the Company had borrowings outstanding under the
agreement with the following terms:

TYPE EXPIRATION RATE AMOUNT
---- ---------- ------ -------

Prime...................................... Revolving 8.2500% $ 6,966
LIBOR...................................... 1/13/97 8.0976% 5,000
LIBOR...................................... 2/10/97 8.0000% 25,000
Fixed...................................... 1/1/97 8.0000% 5
Fixed...................................... 11/24/98 8.3000% 12,030
Fixed...................................... 8/2/99 7.7500% 15,054
-------
Total $64,055
=======

Outstanding borrowings are collateralized by leases and service contracts
pledged specifically to the financial institutions. All balances under the
revolving line of credit will be automatically converted to a term loan on July
31, 1999 provided the line of credit is not renewed and no event of default
exists at that date. All converted term loans are repayable over the term of the
underlying leases, but not in any event to exceed 48 monthly installments. The
most restrictive covenants of the agreement have minimum net worth and income
requirements and limit payment of dividends to no more than 50% of consolidated
net income, as defined, for the immediately preceding fiscal year.

The Company has an additional revolving credit agreement and term loan with
a group of financial institutions whereby it may borrow up to a maximum of
$35,000,000 based on qualified lease receivables. Outstanding borrowings with
respect to the revolving line of credit bear interest based either at prime for
prime rate loans or LIBOR plus 1.85% for LIBOR loans. If the LIBOR loans are not
renewed upon their maturity then they automatically convert into prime rate
loans.

At December 31, 1997, the Company had borrowings outstanding under the
agreement with the following terms:

TYPE EXPIRATION RATE AMOUNT
---- ---------- ------- -------

Variable Revolving 8.5000% $ 2,816
LIBOR 1/6/98 7.5688% 17,500
LIBOR 3/10/98 8.4375% 5,000
LIBOR 2/10/98 7.6273% 3,000
Fixed 11/24/98 8.3000% 68
Fixed 8/2/99 7.7500% 797
-------
Total $29,181
=======

F-12
73
BOYLE LEASING TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(tables in thousands, except per share data)

At December 31, 1996, the Company had borrowings outstanding under the
agreement with the following terms:

TYPE EXPIRATION RATE AMOUNT
---- ---------- ------- -------

Prime Revolving 8.2500% $ 3,123
LIBOR 1/10/97 8.9770% 5,000
LIBOR 3/12/97 8.0313% 10,000
Fixed 11/24/98 8.3000% 605
Fixed 8/2/99 7.7500% 1,091
-------
Total $19,819
=======

Outstanding borrowings are collateralized by leases and service contracts
pledged specifically to the financial institutions. All balances under the
revolving line of credit will be automatically converted to a term loan on July
31, 1999 provided the line of credit is not renewed and no event of default
exists at that date. All converted term loans are repayable over the term of the
underlying leases, but not in any event to exceed 24 monthly installments. The
most restrictive covenants of the agreement have minimum net worth and income
requirements and limit payment of dividends to no more than 50% of consolidated
net income, as defined, for the immediately preceding fiscal year.

BLT I has one term facility with a group of financial institutions whereby
it borrowed $7,870,000 based upon qualified lease receivables. At December 31,
1996, the outstanding balance on this term facility was $614,000. The
outstanding borrowings bear interest at a fixed rate of 7.23%. At December 31,
1997, no amounts were outstanding on this term facility.

BLT III has four series of notes, the 1994-A Notes, the 1996-A Notes, the
1997-A Notes and the Warehouse Notes. In November 1994, BLT III issued the
1994-A Notes in aggregate principal amount of $18,885,000. In May 1996, BLT III
issued the 1996-A Notes in aggregate principal amount of $23,407,000, and in
August 1997, BLT III issued the 1997-A Notes in aggregate principal amount of
$44,763,000.

Pursuant to a Master Financing Indenture, the Company may issue one
additional series of Term Notes, the warehouse notes, with a maximum principal
amount of $20,000,000. At December 31, 1996, the Company had an outstanding
balance on the warehouse notes of $5,809,000. The warehouse notes expired in
August of 1997, at which time they were converted to BLT III 1997-A Notes.

At December 31, 1996 and 1997, BLT III had borrowings outstanding under the
three series of notes with the following terms:

NOTE SERIES EXPIRATION RATE 1996 1997
----------- ---------- ----------- ------- -------

1994-A Notes....................... 12/16/98 7.3300% $ 6,619 $ 721
1996-A Notes....................... 5/16/00 6.6900% 19,081 13,214
1997-A Notes....................... 1/16/03 6.4200% -- 39,620
Warehouse Notes.................... LIBOR + .45% 5,809 --
------- -------
Total $31,509 $53,555
======= =======

Outstanding borrowings are collateralized by a specific pool of lease
receivables.

At December 31, 1996 and 1997, the Company also has other notes payable
which totaled $205,000 and $389,000, respectively. The notes are due on demand
and bear interest at a rate of prime less 1.00%. Other notes payable include
amounts due to stockholders of the Company at December 31, 1996 and 1997, of
$197,000 and $337,000, respectively. Interest paid to stockholders under such
notes was not material for the years ended December 31, 1995, 1996 and 1997.

F-13
74
BOYLE LEASING TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(tables in thousands, except per share data)

Subordinated Notes Payable

At December 31, 1996 and 1997, the Company also has senior subordinated and
subordinated debt outstanding amounting to $27,006,000 and $26,382,000
respectively, net of unamortized discounts of $357,000 and $213,000,
respectively. This debt is subordinated in the rights to the Company's notes
payable to the primary lenders as described above. Outstanding borrowings bear
interest ranging from 9.5% to 14% for fixed rate financing and prime plus 3% to
4% for variable rate financing. These notes have maturity dates ranging from
January 1998 to October 2003. The Company has three senior subordinated notes.
The first was issued in August 1994 at 12% to a financial institution with an
aggregate principal amount of $7,500,000. Cash proceeds from this note were
$6,743,000 net of a discount of $757,000 which is being amortized over the life
of the note. This senior note requires annual payments of $1,500,000 commencing
on July 15, 1997 until the note matures in July 2001. The second senior
subordinated note was issued in October 1996 at 12.25% to a financial
institution with an aggregate principal amount of $5,000,000. This senior note
requires monthly payments of (i) $125,000 for the period November 1, 1998
through October 1, 2000 and (ii) $166,667 for the period November 1, 2000 until
the note matures in October 1, 2001. The third senior subordinated note was
issued in October 1996 at 12.60% to a financial institution with an aggregate
principal amount of $5,000,000. This senior note requires quarterly payments of
$250,000 commencing on March 15, 1999 until the note matures in October 2003.
The most restrictive covenants of the senior subordinated note agreements
consist of minimum net worth and interest coverage ratio requirements and
restrictions on payment of dividends. Subordinated notes payable include
$2,712,000 due to stockholders. Interest paid to stockholders under such notes,
at rates ranging between 8% and 14%, amounted to $207,000, $183,000 and $472,000
for the years ended December 31, 1995, 1996, and 1997, respectively.

At December 31, 1997, the repayment schedule, assuming conversion of the
revolving line of credit to a term loan, for outstanding notes and subordinated
notes is as follows:

FOR THE YEAR ENDED
DECEMBER 31,
------------------

1998 $ 62,512
1999........................................................ 52,576
2000........................................................ 17,269
2001........................................................ 7,372
2002........................................................ 2,345
Thereafter.................................................. 1,351
--------
143,425
Unamortized discount on senior subordinated debt............ (213)
--------
Total....................................................... $143,212
========

It is estimated that the carrying amounts of the Company's borrowings under
its variable rate revolving credit agreements approximate their fair value. The
fair value of the Company's short-term and long-term fixed rate borrowings is
estimated using discounted cash flow analysis, based on the Company's current
incremental borrowing rates for similar types of borrowing arrangements. At
December 31, 1996 and 1997, the aggregate carrying value of the Company's fixed
rate borrowings was approximately $82,500,000 and $96,900,000, respectively,
with an estimated fair value of approximately $75,700,000 and $92,900,000,
respectively.

F. NOTES RECEIVABLE FROM OFFICERS AND EMPLOYEES:

During 1995 and 1997, the Company issued notes to certain officers and
employees in connection with the exercise of common stock options amounting to
$251,000 and $63,000, respectively, in exchange for recourse loans with fixed
maturity dates prior to the expiration date of the original grant. The notes are
non-

F-14
75
BOYLE LEASING TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(tables in thousands, except per share data)

interest bearing unless the principal amount thereof is not paid in full when
due, at which time interest accrues and is payable at a rate per annum equal to
the prime rate plus 4.0%. The notes can be repaid from the application of
dividends paid on the common stock but in all cases are to be paid in full at
the maturity date or upon the employee leaving the Company. At December 31, 1996
and 1997, notes receivable outstanding from officers and employees were $101,000
and $164,000, respectively.

G. REDEEMABLE PREFERRED STOCK:

At December 31, 1996 and 1997, the Company had authorized 88,231 shares of
convertible preferred stock ("preferred stock") with a par value of $1.00, of
which 490 shares of the Series C Convertible Preferred Stock were issued and
outstanding, respectively, at December 31, 1996 and 1997.

Shares of preferred stock are convertible into shares of common stock at
the option of the holder according to a conversion formula (which would
currently result in a one-for-twenty exchange) with mandatory conversion upon
the completion of a public offering meeting certain minimum proceeds, as
defined. Holders of the preferred stock are entitled to an annual cumulative
dividend of $.765 per share, if and when declared. The holder of the preferred
stock has a liquidation preference of $25.50 for preferred stock, plus earned
and unpaid dividends. In addition, the preferred shareholder is entitled to vote
as a class, proportional to the number of common shares into which his preferred
shares are convertible.

H. STOCKHOLDERS' EQUITY:

Common Stock

The Company had 1,200,000 and 10,000,000 authorized shares of common stock
with a par value of $.01 per share of which 4,841,670 and 4,899,500 shares were
issued and outstanding at December 31, 1996 and 1997, respectively.

Treasury Stock

The Company had 68,670 and 71,295 shares of common stock in treasury at
December 31, 1996 and 1997, respectively, and 490 shares of preferred stock in
treasury at December 31, 1996 and 1997.

Stock Split

On June 16, 1997, the Company's Board of Directors authorized a ten-for-one
stock split. This resulted in the issuance of 4,471,353 additional shares of
common stock. All share and per share amounts have been restated to reflect the
stock split.

Stock Options

In 1987, the Company adopted its 1987 Stock Option Plan (the "Plan") which
provides for the issuance of qualified or nonqualified options to purchase
shares of the Company's common stock. In 1997, the Company's Board of Directors
approved an amendment to the Plan, as a result of the stock split. The aggregate
number of shares issued shall not exceed 610,000 and the exercise price of any
outstanding options issued pursuant to the Plan shall be reduced by a factor of
ten and the number of outstanding options issued pursuant to the Plan shall be
increased by a factor of ten. Qualified stock options, which are intended to
qualify as "incentive stock options" under the Internal Revenue Code, may be
issued to employees at an exercise price per share not less than the fair value
of the common stock at the date granted as determined by the Board of Directors.
Nonqualified stock options may be issued to officers, employees and directors of
the Company as well as consultants and agents of the Company at an exercise
price per share not less than fifty percent of the fair value of the common
stock at the date of grant as determined by the Board. The vesting

F-15
76
BOYLE LEASING TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(tables in thousands, except per share data)

periods and expiration dates of the grants are determined by the Board of
Directors. The option period may not exceed ten years.

The following summarizes the stock option activity:

WEIGHTED
AVERAGE
SHARES PRICE PER SHARE EXERCISE PRICE
------ --------------- --------------

Outstanding at December 31, 1994............. 733,340 $.2125 to $1.275 $ .55
Exercised.................................... (699,700) $.2125 to $1.275 $ .52
Granted...................................... 160,000 $1.275 to $ 3.90 $ 3.82
---------
Outstanding at December 31, 1995............. 193,640 $1.275 to $ 3.90 $ 3.38
Exercised.................................... (2,810) $1.275 $1.275
---------
Outstanding at December 31, 1996............. 190,830 $1.275 to $ 3.90 $ 3.41
Exercised.................................... (60,455) $1.275 to $ 3.90 $ 1.95
Canceled..................................... (4,875) $3.90 $ 3.90
---------
Outstanding at December 31, 1997............. 125,500 $1.275 to $ 3.90 $ 3.74
=========

The options vest over five years and are exercisable only after they become
fully vested. At December 31, 1996 and 1997, 57,110 and 32,994 of the
outstanding options were fully vested.

At December 31, 1996 and 1997, 200,630 and 135,300 shares of common stock
were reserved for conversion of redeemable convertible preferred stock and
common stock option exercises.

Information relating to stock options at December 31, 1997, summarized by
exercise price is as follows:

OUTSTANDING EXERCISABLE
--------------------------------------- -------------------------
WEIGHTED
AVERAGE WEIGHTED AVERAGE
EXERCISE PRICE SHARES LIFE (YEARS) EXERCISE PRICE SHARES
--------------- ------- ------------ ---------------- ------

$1.275 7,810 3.6 $1.275 2,572
$3.90 117,690 5.0 $ 3.90 30,422
------- ------
$1.275 to $3.90 125,000 4.9 $ 3.70 32,994
======= ======

All stock options issued to employees have an exercise price not less than
the fair market value of the Company's common stock on the date of grant. In
accordance with accounting for such options utilizing the intrinsic value method
there is no related compensation expense recorded in the Company's financial
statements. Effective for fiscal 1996, the Company adopted the disclosure
requirements of Statement of Financial Accounting Standards No. 123, "Accounting
for Stock Based Compensation" ("SFAS No. 123"). SFAS No. 123 requires that
compensation under a fair value method be determined using a Black-Scholes
option pricing model and disclosed in a pro forma effect on earnings and
earnings per share. Had compensation cost for stock based compensation been
determined based on the fair value at the grant dates consistent with the method
of SFAS No. 123, the Company's pro forma net income applicable to common stock
for the years ended December 31, 1995, 1996 and 1997 would have been $2,516,000,
$5,072,000 and $7,644,000, respectively. Pro forma net income per common share
would not have been different than net income per common share as reported.

The fair value of option grants is estimated on the date of grant utilizing
the Black-Scholes option-pricing model with the following weighted average
assumptions for grants in 1995: an expected life of the options of seven years,
a risk-free interest rate of approximately 5.5%, a dividend yield of 4%, and no
volatility. The weighted average fair value at date of grant for options granted
during 1995 approximated $.27 per option. There were no options granted in 1996
or 1997.

F-16
77
BOYLE LEASING TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(tables in thousands, except per share data)

I. INCOME TAXES:

The provision for income taxes consists of the following:

FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
1995 1996 1997
---- ---- ----

Current:
Federal............................................... $ 985 $1,556 $ 898
State................................................. -- 18 91
------ ------ ------
985 1,574 989
------ ------ ------
Deferred:
Federal............................................... 299 1,100 3,703
State................................................. 401 792 1,194
------ ------ ------
700 1,892 4,897
------ ------ ------
Total............................................ $1,685 $3,466 $5,886
====== ====== ======

At December 31, 1996 and 1997, the components of the net deferred tax
liability were as follows:

1996 1997
---- ----

Investment in leases, other than allowance.................. $ 61,832 $ 64,405
Allowance for credit losses................................. (9,478) (108)
Operating lease depreciation................................ (44,892) (45,001)
Debt issue costs............................................ 648 455
Other....................................................... 1,257 1,947
Alternative minimum tax..................................... (2,536) (3,983)
Loss carryforwards.......................................... (759) (6,746)
--------- --------
Total............................................. $ 6,072 $ 10,969
========= ========

The following is a reconciliation between the effective income tax rate and
the applicable statutory federal income tax rate:

FOR THE YEARS ENDED
DECEMBER 31,
------------------------
1995 1996 1997
---- ---- ----

Federal statutory rate...................................... 34.0% 34.0% 34.0%
State income taxes, net of federal benefit.................. 6.3 6.3 6.7
Nondeductible expenses and other............................ 1.0 0.3 2.8
---- ---- ----
Effective income tax rate................................... 41.3% 40.6% 43.5%
==== ==== ====

At December 31, 1997, the Company had passive loss carryforwards of
approximately $16,752,000 which may be used to offset future passive income.
These loss carryforwards are available indefinitely for use against future
passive income.

F-17
78
BOYLE LEASING TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(tables in thousands, except per share data)

J. COMMITMENTS AND CONTINGENCIES:

The Company's lease for its facility in Waltham, Massachusetts expires in
1999. This lease contains one five-year renewal option with escalation clauses
for increases in the lessor's operating costs. The Company's lease for its
facilities in Newark, California expires in 2001.

The Company has entered into various operating lease agreements ranging
from three to four years for additional office equipment. At December 31, 1997,
future minimum lease payments under noncancelable operating leases with
remaining terms in excess of one year are as follows:

FOR THE YEAR ENDED DECEMBER 31:
-------------------------------

1998........................................................ $ 930
1999........................................................ 570
2000........................................................ 55
2001........................................................ 38
------
Total............................................. $1,593
======

Rental expense under operating leases totaled $793,000, $788,000 and
$991,000 for the years ended December 31, 1995, 1996 and 1997, respectively.

The Company has entered into various capital lease agreements ranging from
three to four years for office equipment, computer equipment and
telecommunication systems. At December 31, 1997, future minimum lease payments
under capital leases were as follows:

FOR THE YEAR ENDED DECEMBER 31:
-------------------------------

1998........................................................ $ 682
1999........................................................ 383
2000........................................................ 42
------
Total minimum lease payments................................ 1,107
Less amounts representing interest.......................... (36)
------
Total....................................................... $1,071
======

K. EMPLOYEE BENEFIT PLAN:

The Company has a defined contribution plan under Section 401(k) of the
Internal Revenue Code to provide retirement and profit sharing benefits covering
substantially all full-time employees. Employees are eligible to contribute up
to 15% of their gross salary. The Company will contribute $.50 for every $1.00
contributed by an employee up to 3% of the employee's salary. Vesting in the
Company contributions is over a five-year period based upon 20% per year. The
Company's contribution to the defined contribution plan were $52,000, $72,000
and $106,000 for the years ended December 31, 1995, 1996 and 1997, respectively.

L. INTEREST RATE SWAP:

Interest rate swap contracts involve the exchange by the Company with
another party of their respective commitments to pay or receive interest, e.g.,
an exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal. The Company has entered into this contract to
reduce the impact of changes in interest rates on its floating rate debt.

F-18
79
BOYLE LEASING TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(tables in thousands, except per share data)

The Company has entered into this interest rate swap agreement only on a
net basis, which means that the two payment streams are netted out, with the
Company receiving or paying, as the case may be, only the net amount of the two
payments. Interest rate swaps do not involve the delivery of securities, other
underlying assets or principal. Accordingly, the risk of loss with respect to
interest rate swaps is limited to the net amount of payments that the Company is
contractually entitled to receive, if any. Interest rate swaps entered into by
the Company may not be readily marketable.

At December 31, 1997, the Company had outstanding one interest rate swap
agreement with one of its banks, having a total notional principal amount of
$17,500,000. The agreement effectively changes the Company's interest rate
exposure on $17,500,000 of its floating rate $35,000,000 revolving line of
credit due July 31, 1999 to a fixed 9.10%. The interest rate swap matures on
July 10, 2000. The interest differential paid or received on the swap agreement
is recognized as an adjustment to interest expense. Interest expense related to
the swap was $78,000 for the year ended December 31, 1997. At December 31, 1997,
the fair value of this interest rate swap, which represents the amount the
Company would receive or pay to terminate the agreement, is a net payable of
$333,000, based on dealer quotes.

The market risk exposure from the interest rate swap is assessed in light
of the underlying interest rate exposures. Credit risk exposure from the swap is
minimized as the agreement is with a major financial institution. The Company
monitors the creditworthiness of this financial institution and full performance
is anticipated.

M. CONCENTRATION OF CREDIT RISK:

The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of lease and loan receivables and cash and cash
equivalent balances. To reduce the risk to the Company, stringent credit
policies are followed in approving leases and loans, and lease pools are closely
monitored by management. In addition, the cash and cash equivalents are
maintained with several high quality financial institutions.

F-19
80

======================================================

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES
OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THOSE TO WHICH IT
RELATES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER
IN SUCH STATE. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------

TABLE OF CONTENTS

PAGE
----

Prospectus Summary.................... 3
Risk Factors.......................... 8
Use of Proceeds....................... 15
Dividend Policy....................... 16
Capitalization........................ 17
Dilution.............................. 17
Selected Consolidated Financial and
Operating Data...................... 19
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 21
Business.............................. 26
Management............................ 36
Certain Transactions.................. 43
Principal Stockholders................ 44
Selling Stockholders.................. 45
Description of Certain Indebtedness... 46
Description of Capital Stock.......... 51
Shares Eligible for Future Sale....... 54
Certain United States Tax Consequences
to Non-United States Holders........ 55
Underwriting.......................... 57
Legal Matters......................... 58
Experts............................... 58
Available Information................. 59
Index to Financial Statements......... F-1

Until , 1998 (25 days after the commencement of the Offering),
all Dealers effecting transactions in the Common Stock, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This is in addition to the obligation of Dealers to deliver a Prospectus when
acting as Underwriters and with respect to their unsold allotments or
subscriptions.

======================================================
======================================================

BOYLE LEASING
TECHNOLOGIES, INC.

COMMON STOCK

SALOMON SMITH BARNEY
PIPER JAFFRAY INC.
======================================================
81

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses expected to be incurred
by the Registrant in connection with the sale and distribution of the securities
being registered hereby, other than underwriting discounts and commissions. All
amounts are estimated except the Securities and Exchange Commission registration
fee, the NYSE filing fee and the NYSE listing fee.

SEC registration fee........................................ $16,963
NYSE filing fee............................................. *
NYSE listing fee............................................ *
Transfer Agent fees and expenses............................ *
Printing expenses........................................... *
Legal fees and expenses..................................... *
Blue Sky fees and expenses.................................. *
Accounting fees and expenses................................ *
Appraisal fee............................................... *
Directors and Officers insurance premiums................... *
Federal taxes............................................... *
State taxes................................................. *
Trustees' and Transfer Agent fees........................... *
Miscellaneous............................................... *
-------
Total....................................................... $ *
=======

- ---------------
* To be filed by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 67 of Chapter 156B of the Massachusetts General Laws ("Section 67")
provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional. The Company's by-laws
provide that the Company shall, to the extent legally permissible, indemnify any
person serving or who has served as a director or officer of the corporation
against all liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel fees, reasonably
incurred by the director or officer in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
in which he or she may be involved or with which he or she may be threatened,
while serving or thereafter, by reason of being or having been such a director
or officer, except with respect to any matter as to which he or she shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the
Company; provided, however, that as to any matter disposed of by a compromise
payment by such director or officer, no indemnification for said payment or
expenses shall be provided unless such compromise is approved as in the best
interests of the Company. Expenses reasonably incurred by any such director or
officer in connection with the defense or disposition of any such action, suit
or other proceeding may be paid from time to time by the Company in advance of
final disposition.

II-1
82

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Except as set forth below, the Registrant did not sell any securities which
were not registered under the Securities Act during the three-year period ended
May 19, 1998.

COMMON STOCK

NO. OF SHARES OF AGGREGATE EXEMPTION
PURCHASER ISSUANCE DATE COMMON STOCK CONSIDERATION CLAIMED
--------- ------------- ---------------- ------------- ---------

Richard F. Latour..................... June, 1995 6,620 $ 8,440.50 Rule 701
Michael Lannon........................ June, 1995 5,690 7,254.75 Rule 701
J. Gregory Hines...................... June, 1995 290 369.75 Rule 701
Eliot Vestner......................... July, 1995 6,000 7,650.00 Rule 701
Jeffrey Parker........................ July, 1995 10,000 12,750.00 Rule 701
Thomas Layton......................... July, 1995 10,000 12,750.00 Rule 701
Alan Zakon............................ July, 1995 20,000 25,500.00 Rule 701
J. Gregory Hines...................... July, 1995 290 369.75 Rule 701
Maureen Curran........................ July, 1995 25,000 5,375.00 Rule 701
Brian Boyle........................... July, 1995 6,800 8,670.00 Rule 701
Torrence Harder....................... July, 1995 6,800 8,670.00 Rule 701
Michael Lannon........................ September, 1995 5,690 7,254.75 Rule 701
Peter R. Bleyleben.................... December, 1995 15,900 20,272.50 Rule 701
Richard F. Latour..................... December, 1995 6,360 8,109.00 Rule 701
J. Gregory Hines...................... December, 1995 500 637.50 Rule 701
Michael Lannon........................ January, 1996 2,310 2,945.25 Rule 701
J. Gregory Hines...................... June, 1996 500 637.50 Rule 701
J. Gregory Hines...................... January, 1997 3,030 11,817.00 Rule 701
John Plumlee.......................... January, 1997 8,000 10,200.00 Rule 701
John Plumlee.......................... January, 1997 3,030 11,817.00 Rule 701
Maureen Curran........................ January, 1997 5,000 6,375.00 Rule 701
Maureen Curran........................ January, 1997 3,030 11,817.00 Rule 701
Stephen Obana......................... January, 1997 3,030 11,817.00 Rule 701
James Anderson........................ January, 1997 3,030 11,817.00 Rule 701
Stephen Constantino................... January, 1997 1,520 5,928.00 Rule 701
Carol Salvo........................... January, 1997 3,030 11,817.00 Rule 701
Kerry Frost........................... January, 1997 1,520 5,928.00 Rule 701
Richard F. Latour..................... January, 1997 8,590 33,501.00 Rule 701
J. Gregory Hines...................... March, 1997 1,510 1,925.25 Rule 701
Peter R. Bleyleben.................... March, 1997 4,100 5,227.50 Rule 701
Richard F. Latour..................... March, 1997 7,770 9,906.75 Rule 701
Richard F. Latour..................... March, 1997 1,640 2,091.00 Rule 701
Sabrina Abruzzese..................... October, 1997 7,500 29,250.00 Rule 701
Sabrina Abruzzese..................... October, 1997 2,625 10,237.50 Rule 701
Richard F. Latour..................... March, 1998 229 291.98 Rule 701
Richard F. Latour..................... March, 1998 10,599 41,336.10 Rule 701
Maureen Curran........................ March, 1998 3,743 14,597.70 Rule 701
John Plumlee.......................... March, 1998 3,743 14,597.70 Rule 701
J. Gregory Hines...................... March, 1998 3,743 14,597.70 Rule 701
Stephen Obana......................... March, 1998 3,743 14,597.70 Rule 701

II-2
83

NO. OF SHARES OF AGGREGATE EXEMPTION
PURCHASER ISSUANCE DATE COMMON STOCK CONSIDERATION CLAIMED
--------- ------------- ---------------- ------------- ---------

James Andersen........................ March, 1998 3,743 $14,597.70 Rule 701
Stephen Constantino................... March, 1998 1,866 7,277.40 Rule 701
Carol Salvo........................... March, 1998 3,743 14,597.70 Rule 701
Kerry Frost........................... March, 1998 1,866 7,277.40 Rule 701

SUBORDINATED DEBT

ISSUE AGGREGATE EXEMPTION
PURCHASER DATE PRINCIPAL AMOUNT CLAIMED
--------- ----- ---------------- ---------

Parker Family Ltd. Partnership.......... May 1, 1995 $ 200,000 Section 4(2)
Bay Resource Corporation MPP/........... June 1, 1995 38,000 Section 4(2)
Bay Resource Corporation................ December 1, 1995 104,000 Section 4(2)
Ingrid R. Bleyleben..................... February 16, 1996 120,000 Section 4(2)
Dorothy B. Watkins...................... March 12, 1996 50,000 Section 4(2)
Parker Family Ltd. Partnership.......... June 1, 1996 500,000 Section 4(2)
Joan S. Cushman......................... July 1, 1996 50,000 Section 4(2)
Maud P. Barton.......................... July 1, 1996 100,000 Section 4(2)
Richard M. Barton 1992 Trust............ July 1, 1996 100,000 Section 4(2)
Sally Mann.............................. July 1, 1996 100,000 Section 4(2)
DKFM Fritz Froehlich.................... September 1, 1996 25,000 Section 4(2)
Laura Hentschel......................... September 1, 1996 20,000 Section 4(2)
Aegon Insurance Group................... October 15, 1996 5,000,000 Section 4(2)
Rothschild Inc.......................... October 17, 1996 5,000,000 Section 4(2)
A. Harold Howell........................ November 1, 1996 260,000 Section 4(2)
Phyllis Pace............................ November 18, 1996 50,000 Section 4(2)
Wakefield Management Inc................ November 18, 1996 500,000 Section 4(2)
Alan & Virginia Jones................... November 21, 1996 90,000 Section 4(2)
Carolyn G. Harder....................... November 21, 1996 50,000 Section 4(2)
Charles Everett MDPA.................... November 25, 1996 45,000 Section 4(2)
David D. Williams....................... November 26, 1996 45,000 Section 4(2)
The Planetary Trust..................... November 26, 1996 45,000 Section 4(2)
Peter R. Bleyleben...................... December 1, 1996 100,000 Section 4(2)
Parker Family Ltd. Partnership.......... December 2, 1996 1,250,000 Section 4(2)
Ken & Jill Duckman 1992 Char............ December 3, 1996 45,000 Section 4(2)
Glimer Enterprises Ltd.................. December 5, 1996 45,000 Section 4(2)
Rosemary Broton Boyle................... December 5, 1996 45,000 Section 4(2)
Harold P. Weintraub..................... December 6, 1996 22,500 Section 4(2)
Mary H. Thomsen......................... December 6, 1996 22,500 Section 4(2)
Webjake Partnership Ltd................. December 6, 1996 45,000 Section 4(2)
Virginia A. Santonelli.................. December 9, 1996 22,500 Section 4(2)
Bender Living Trust 12/3/96............. December 13, 1996 45,000 Section 4(2)
Meredith Dickinson...................... December 13, 1996 22,500 Section 4(2)
Dean R. Wasserman Essex................. December 16, 1996 45,000 Section 4(2)
Dorothy R. Johns Living Trust........... December 16, 1996 45,000 Section 4(2)
Charles E. Johns........................ December 17, 1996 67,500 Section 4(2)
Ingrid R. Bleyleben..................... December 17, 1996 25,000 Section 4(2)
Elaine F. Shimberg...................... December 18, 1996 90,000 Section 4(2)
U/W/O Edward C. Mack 1973 Trust......... December 18, 1996 45,000 Section 4(2)

II-3
84

ISSUE AGGREGATE EXEMPTION
PURCHASER DATE CONSIDERATION CLAIMED
--------- ----- ------------- ---------

Barnet Fain................................ December 19, 1996 $ 45,000 Section 4(2)
Judith Harper IRA 230-96X28................ December 20, 1996 45,000 Section 4(2)
Mandell Shimberg IRA MLPFS................. December 20, 1996 90,000 Section 4(2)
Marjorie & Mark Steinberg.................. December 20, 1996 45,000 Section 4(2)
MLPFS IRA BANK 23075R16.................... December 20, 1996 45,000 Section 4(2)
MLPFS Sherwood IRA 23096W47................ December 20, 1996 45,000 Section 4(2)
Barry W. Fain.............................. December 23, 1996 45,000 Section 4(2)
Elaine B. Fain............................. December 23, 1996 45,000 Section 4(2)
Max & Diane Weissberg...................... December 23, 1996 45,000 Section 4(2)
Sadelle Bernstein, TTE..................... December 23, 1996 54,000 Section 4(2)
SEFF Living Trust 2/1/89................... December 23, 1996 45,000 Section 4(2)
Barnet Fain IRA............................ December 24, 1996 45,000 Section 4(2)
David & Janet Handelman.................... December 24, 1996 45,000 Section 4(2)
MLPFS Patricia B. McCord IRA............... December 24, 1996 90,000 Section 4(2)
Foresight Foundation....................... December 27, 1996 45,000 Section 4(2)
Gretchen Ingram............................ December 27, 1996 45,000 Section 4(2)
Richard C. Warmer.......................... December 27, 1996 90,000 Section 4(2)
Ann A. Groves.............................. January 2, 1997 50,000 Section 4(2)
Bishop Living Trust........................ January 2, 1997 36,000 Section 4(2)
Edith Bishop............................... January 2, 1997 18,000 Section 4(2)
Elizabeth B. Alvord Trust U/W.............. January 2, 1997 200,000 Section 4(2)
Harvey S. Stein............................ January 2, 1997 45,000 Section 4(2)
Sheng Ren Trust............................ January 2, 1997 45,000 Section 4(2)
John B. Power.............................. February 1, 1997 22,500 Section 4(2)
Ted L. Carelock............................ February 26, 1997 90,000 Section 4(2)
The Riddle Foundation...................... March 20, 1997 90,000 Section 4(2)
Joanne T. Witt............................. March 27, 1997 22,500 Section 4(2)
Ted L. Carelock............................ March 27, 1997 100,000 Section 4(2)
Ms. Ann Elkins............................. April 4, 1997 90,000 Section 4(2)
CPC Defined Benefit Trust.................. April 15, 1997 90,000 Section 4(2)
Charles T. Zwicker TTEE.................... May 27, 1997 100,000 Section 4(2)
Ingrid R. Bleyleben........................ June 4, 1997 20,000 Section 4(2)
Alan Goldfine Irrevocable Trust............ July 1, 1997 300,000 Section 4(2)
Elie Rivollier Jr. IRA Rollover............ July 1, 1997 100,000 Section 4(2)
Mary Rivollier JR IRA Rollover............. July 1, 1997 150,000 Section 4(2)
Mr. & Mrs. J. Bryan Mims................... July 1, 1997 300,000 Section 4(2)
Steven Puskar.............................. August 18, 1997 30,000 Section 4(2)
Parker Family Ltd. Partnership............. September 1, 1997 250,000 Section 4(2)
George E. & Joanna Copoulos................ September 9, 1997 20,000 Section 4(2)
Andrew Mills............................... December 1, 1997 100,000 Section 4(2)
Gary L. Roubos & Terie A. Roubos........... January 23, 1998 1,000,000 Section 4(2)
Alan J. Zakon IRA Rollover................. March 18, 1998 100,000 Section 4(2)

II-4
85

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

1.1 Form of Underwriting Agreement(1).
3.1 Restated Articles of Incorporation, as amended(1).
3.2 Bylaws(1).
4.1 Specimen of Common Stock Certificate(1).
5.1 Opinion of Edwards & Angell, LLP(1).
10.1 Amended and Restated Revolving Credit Agreement among The
First National Bank of Boston, Commerzbank Bank AG, New York
Branch, and Leasecomm Corporation dated August 6, 1996.
10.2 Agreement and Amendment No. 1 to Amended and Restated
Revolving Credit Agreement among The First National Bank of
Boston, Commerzbank Bank AG, New York Branch, and Leasecomm
Corporation dated September 23, 1997.
10.3 Amended and Restated Loan Agreement between Leasecomm
Corporation and NatWest Bank N.A. dated July 28, 1995.
10.4 First Amendment to Amended and Restated Loan Agreement
between Leasecomm Corporation and NatWest Bank N.A. dated
October 30, 1995.
10.5 Second Amendment to Amended and Restated Loan Agreement
between Leasecomm Corporation and Fleet Bank, N.A. (formerly
NatWest Bank N.A.) dated August 6, 1996.
10.6 Third Amendment to Amended and Restated Loan Agreement
between Leasecomm Corporation and Fleet Bank, N.A. dated
August 11, 1997.
10.7 Office Lease Agreement by and between AJ Partners Limited
Partnership and Leasecomm Corporation dated July 12, 1993
for facilities in Newark, California.
10.8 Office Lease Agreement by and between Boyle Leasing
Technologies, Inc. and Desmond Taljaard and Howard Friedman,
Trustees of London and Leeds Bay Colony I Realty Trust,
dated April 14, 1994 for facilities in Waltham,
Massachusetts.
10.9 1987 Stock Option Plan.
10.10 Forms of Grant under 1987 Stock Option Plan.
10.11 Board of Directors Stock Unit Compensation Plan.
10.12 1998 Equity Incentive Plan(1).
10.13 Employment Agreement between the Company and Peter R.
Bleyleben(1).
10.14 Employment Agreement between the Company and Richard F.
Latour(1).
10.15 Employment Agreement between the Company and J. Gregory
Hines.
10.16 Employment Agreement between the Company and John Plumlee.
10.17 Employment Agreement between the Company and Carol Salvo.
11.1 Statement regarding computation of per share earnings.
21.1 Subsidiaries of Registrant.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Edwards & Angell, LLP (see Exhibit 5.1).
24.1 Powers of Attorney (included on signature pages hereto).
27 Financial Data Schedule.

- ---------------
(1) To be filed by amendment

II-5
86

(b) FINANCIAL STATEMENT SCHEDULES

Not applicable

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as are required by the underwriters
to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to any arrangement, provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than that payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(i) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement for the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

II-6
87

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Waltham, Commonwealth of Massachusetts, on the 8th day of June, 1998.

BOYLE LEASING TECHNOLOGIES, INC.

BY: /s/ PETER R. BLEYLEBEN

--------------------------------------
Peter R. Bleyleben
President, Chief Executive Officer
and Director

Each person whose signature appears below hereby constitute and appoint the
President and Executive Vice President, or either of them, acting alone, as his
true and lawful attorney-in-fact, with full power and authority to execute in
the name, place and stead of each such person in any and all capacities and to
file, an amendment or amendments to the Registration Statement (and all exhibits
thereto) and any documents relating thereto, which amendments may make such
changes in the Registration Statement as said officer or officers so acting
deem(s) advisable.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-1 has been signed below by the following
persons in the capacities and on the dates indicated:

SIGNATURE CAPACITY DATE
--------- -------- ----

/s/ PETER R. BLEYLEBEN President, Chief Executive June 8, 1998
- --------------------------------------------------- Officer and Director
Peter R. Bleyleben

/s/ RICHARD F. LATOUR Executive Vice President, Chief June 8, 1998
- --------------------------------------------------- Operating Officer and Chief
Richard F. Latour Financial Officer

/s/ BRIAN E. BOYLE Director June 8, 1998
- ---------------------------------------------------
Brian E. Boyle

/s/ TORRENCE C. HARDER Director June 8, 1998
- ---------------------------------------------------
Torrence C. Harder

/s/ JEFFREY PARKER Director June 8, 1998
- ---------------------------------------------------
Jeffrey Parker

/s/ ALAN ZAKON Director June 8, 1998
- ---------------------------------------------------
Alan Zakon

II-7
88

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

1.1 Form of Underwriting Agreement(1).
3.1 Restated Articles of Incorporation, as amended(1).
3.2 Bylaws(1).
4.1 Specimen of Common Stock Certificate(1).
5.1 Opinion of Edwards & Angell, LLP(1).
10.1 Amended and Restated Revolving Credit Agreement among The
First National Bank of Boston, Commerzbank Bank AG, New York
Branch, and Leasecomm Corporation dated August 6, 1996.
10.2 Agreement and Amendment No. 1 to Amended and Restated
Revolving Credit Agreement among The First National Bank of
Boston, Commerzbank Bank AG, New York Branch, and Leasecomm
Corporation dated September 23, 1997.
10.3 Amended and Restated Loan Agreement between Leasecomm
Corporation and NatWest Bank N.A. dated July 28, 1995.
10.4 First Amendment to Amended and Restated Loan Agreement
between Leasecomm Corporation and NatWest Bank N.A. dated
October 30, 1995.
10.5 Second Amendment to Amended and Restated Loan Agreement
between Leasecomm Corporation and Fleet Bank, N.A. (formerly
NatWest Bank N.A.) dated August 6, 1996.
10.6 Third Amendment to Amended and Restated Loan Agreement
between Leasecomm Corporation and Fleet Bank, N.A. dated
August 11, 1997.
10.7 Office Lease Agreement by and between AJ Partners Limited
Partnership and Leasecomm Corporation dated July 12, 1993
for facilities in Newark, California.
10.8 Office Lease Agreement by and between Boyle Leasing
Technologies, Inc. and Desmond Taljaard and Howard Friedman,
Trustees of London and Leeds Bay Colony I Realty Trust,
dated April 14, 1994 for facilities in Waltham,
Massachusetts.
10.9 1987 Stock Option Plan.
10.10 Forms of Grant under 1987 Stock Option Plan.
10.11 Board of Directors Stock Unit Compensation Plan.
10.12 1998 Equity Incentive Option Plan(1).
10.13 Employment Agreement between the Company and Peter R.
Bleyleben(1).
10.14 Employment Agreement between the Company and Richard F.
Latour(1).
10.15 Employment Agreement between the Company and J. Gregory
Hines.
10.16 Employment Agreement between the Company and John Plumlee.
10.17 Employment Agreement between the Company and Carol Salvo.
11.1 Statement regarding computation of per share earnings.
21.1 Subsidiaries of Registrant.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Edwards & Angell, LLP (see Exhibit 5.1).
24.1 Powers of Attorney (included on signature pages hereto).
27 Financial Data Schedule.

- ---------------
(1) To be filed by amendment