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                                                                    Exhibit 10.3
                                                                         5/25/99
                                   HPSC, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                SECOND AMENDMENT




WHEREAS, HPSC, Inc. (the "Company") maintains the HPSC, Inc. Supplemental
Executive Retirement Plan (the "Plan") for the benefit of certain eligible
executive employees;

WHEREAS, the Company desires to amend the Plan to change the definition of
Change in Control.

NOW THEREFORE, the Plan is amended effective April 26, 1999, as follows:

Section 2.8 is amended by adding the following paragraph at the end of
subparagraph (a):

               Notwithstanding the foregoing, a Change in Control shall not be
               deemed to occur solely because any Person (the "Subject Person")
               acquired beneficial ownership of more than the permitted
               percentage of the then Outstanding Company Voting Securities as a
               result of the acquisition of Voting Securities by the Company
               which by reducing the number of Voting Securities then
               outstanding, increases the percentage of shares beneficially
               owned by the Subject Person, provided that if a Change in Control
               would occur (but for the operation of this sentence) as a result
               of the acquisition of Voting Securities by the Company and, after
               such share acquisition by the Company, the Subject Person becomes
               the beneficial owner of any additional Voting Securities which
               increases the percentage of the then Outstanding Company Voting
               Securities beneficially owned by the Subject Person, then a
               Change in Control shall occur.


IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its
duly authorized officer this             day of               , 1999.
                            ------------       ---------------

         HPSC, INC.


         By:
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         Title:   -------------------------------