CERTIFICATE OF FORMATION

                                       OF

               GREATAMERICA LEASING RECEIVABLES 2001-1, L.L.C.

      This Certificate of Formation of GreatAmerica Leasing Receivables 2001-1,
L.L.C. (the "LLC"), dated as of September 24, 2001, is being duly executed and
filed by Walter L. Draney, as an authorized person, to form a limited liability
company under the Delaware Limited Liability Company Act (6 Del.C. Section
18-101, et seq.).

      FIRST.  The name of the limited liability company formed hereby is
GreatAmerica Leasing Receivables 2001-1.

      SECOND. The address of the registered office of the LLC in the State of
Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808, County of New Castle.

      THIRD. The name and address of the registered agent for service of process
on the LLC in the State of Delaware is Corporation Service Company, 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.

                                       By:  /s/  Walter L. Draney
                                            ----------------------------------
                                       Authorized Person:   Walter L. Draney