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                                                                   EXHIBIT 10(D)
                                Amendment No. 1
                                       to
                               Purchase Agreement

         This Amendment No. 1 to Purchase Agreement dated as of December 23,
1991 (the "Purchase Agreement") between United States Leasing International,
Inc., a Delaware corporation ("Seller") and USLI Fleet Financing, Inc., a
Delaware Corporation ("Buyer") is entered into as of February 12, 1992.

         The parties hereto agree as follows:

         1.      Section 2.02(b) is hereby amended by inserting at the end of
such subsection the following:

                 "or (iii) with respect to Purchases occurring in February and
                 March 1992, shares of Common Stock of Buyer or a combination
                 of shares of Common Stock and cash (payable in the manner set
                 forth in clause (i) above), in each case having a value equal
                 to the Fair Market Value of the Purchased Assets sold to Buyer
                 on such day.

         2.      Section 4.01(c) is amended by deleting the "(" appearing in
line 5 and the ")" appearing in line 6 and by inserting the following after the
word "which" in line 6:

                 "(other than the filings described in clause (ii))"

         3.      Except as set forth herein, all terms of the Purchase
Agreement shall remain in full force and effect.  From and after the date
hereof, the term "Purchase Agreement" shall refer to the Purchase Agreement as
amended by this Amendment No. 1.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto ,duly authorized, as of the
date first above written.

                                  UNITED STATES LEASING INTERNATIONAL, INC.

                                  By: /s/
                                  Name: Robert A. Keyez, Jr.
                                  Title: Vice President

                                  By: /s/
                                  Name: Frank H. Mason
                                  Title: Executive Vice President

                                  USLI FLEET FINANCING, INC.

                                  By: /s/
                                  Name: Lynn K. Ducken
                                  Title: Treasurer

                                  By: /s/
                                  Name: Frank H. Mason
                                  Title: Executive Vice President

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Pursuant to the provisions of Section 5.01(p) of the Asset Purchase Agreement
amonq USLI Fleet Financing Inc. ("Seller"), Asset Securitization Cooperative
Corporation, Canadian Imperial Bank of Commerce ("CIBC"), as Servicing Agent
(the "Servicing Agent") and United States Leasing International, Inc. as
Collection Agent (the "Collection Agent") and pursuant to the provisions of
Section 5.01(p) of the Asset Purchase Agreement among Seller, CIBC as Secondary
Purchaser and as Servicing Agent and the Collection Agent, Asset Securitization
cooperative Corporation and CIBC as Servicing Agent and as Secondary Purchaser
hereby acknowledge receipt of the foregoing Amendment No. I to Purchase
Agreement and consent to Buyer entering into such Amendment No. 1.

Dated as of February 12,  1992.

                                    CANADIAN IMPERIAL BANK OF COMMERCE,
                                    as Servicing Agent and as Secondary
                                    Purchaser


                                    By:
                                    Title:


                                    ASSET SECURITIZATION COOPERATIVE
                                    CORPORATION
                            
                                    By:
                                    Title: