THIS WARRANT MAY NOT BE TRANSFERRED IN VIOLATION
                         OF THE PROVISIONS OF SECTION 8

                                   Right to Purchase [         ] Shares of
                                   Common Stock, $.01 par value per
                                   share (subject to adjustment), of
                                   Trans Leasing International, Inc.


                        TRANS LEASING INTERNATIONAL, INC.

                          COMMON STOCK PURCHASE WARRANT

     Trans Leasing International,  Inc. (the "Company"), a Delaware corporation,
hereby  certifies that, for value received,  [ ] (the  "Purchaser") is entitled,
subject to the terms and conditions set forth below,  [including  prior approval
hereof by the  stockholders  of the  Company as  required  in  Section  13,]1 to
purchase  from the  Company [ ] fully  paid and  nonassessable  shares of Common
Stock,  $.01 par  value per  share  ("Common  Stock"),  of the  Company,  at the
purchase price per share of $[ ] (the "Warrant Price"), at any time or from time
to time after [ ] (the  "Initial  Exercise  Date") and before the earlier of (i)
the time at which the  Purchaser  ceases to be a director of the Company for any
reason and (ii) 5:00 p.m.,  Chicago time, on [ ] (the  "Expiration  Date").  The
Warrant  Price and the number of shares of Common Stock  subject to this Warrant
are subject to adjustment as provided  herein.  Capitalized  terms not otherwise
defined herein are defined in section 11 hereof.

     1.  Exercise of Warrant.

     1.1  Manner Of Exercise.  The  Purchaser may exercise this Warrant in whole
          or in  part,  by  surrender  of this  Warrant  to the  Company  on any
          business day between and including  the Initial  Exercise Date and the
          Expiration  Date at the  Company's  principal  office  in  Northbrook,
          Illinois  (or at such other  office or agency of the Company as it may
          designate by notice in writing to the registered  holder hereof at his
          last address  appearing on the books of the Company)  accompanied by a
          statement  setting  forth the number of shares of Common  Stock  being
          purchased  accompanied  by payment  therefor  [(a) in cash  (including
          check,  bank draft,  or money order,  (b) by delivery of Common Stock,
          including the withholding  from issuance of Common Stock issuable upon
          the exercise of the  Warrant,  in each case valued at the Market Value
          thereof  on the  date  of  issuance,  or (c)  any  combination  of the
          foregoing,]1  and the Purchaser shall thereupon be entitled to receive
          such number of fully paid and  nonassessable  shares of Common  Stock.
          
     1.2  When Exercise Effective. Each exercise of this Warrant shall be deemed
          to have been  effected  immediately  prior to the close of business on
          the business day on which this Warrant is  surrendered  to the Company
          as provided in section 1.1, and the Purchaser  shall be deemed to have
          become the  holder of record of the  shares of Common  Stock (or Other
          Securities)  issuable upon such exercise at such time  notwithstanding
          that certificates  representing such shares shall not then be actually
          delivered to the Purchaser.


<PAGE>


     1.3  Delivery of Stock Certificates,  etc. As soon as practicable after the
          exercise of this Warrant in whole or in part,  and in any event within
          10 days thereafter,  the Company at its expense (including the payment
          by it of any applicable issuance taxes) will cause to be issued in the
          Purchaser's name,

                    (a) a certificate  or  certificates  for the number of fully
               paid and  nonassessable  shares  of the  Common  Stock  (or Other
               Securities)  to which the  Purchaser  shall be entitled upon such
               exercise,  plus,  in lieu of any  fractional  share to which  the
               Purchaser would otherwise be entitled, cash in an amount equal to
               the same fraction of the Market Price (as hereinafter defined) of
               one full share on the  business  day next  preceding  the date of
               such  exercise,  and 

                    (b) in case such  exercise is in part only, a new Warrant or
               Warrants of like tenor, providing in the aggregate on the face or
               faces  thereof for the number of shares of Common  Stock equal to
               the  number  of  such  shares  provided  for on the  face of this
               Warrant  minus  the  number  of  such  shares  designated  by the
               Purchaser upon such exercise as provided in section 1.1.

     2.   Adjustment of Warrant Price. The Warrant Price and number of shares of
          Common Stock  subject to this Warrant  shall be subject to  adjustment
          from time to time as set forth hereinafter in this section 2.

               2.1 If the Company  shall at any time issue or sell any shares of
          Common Stock,  including any treasury shares, at a price less than the
          Warrant  Price in  effect  immediately  prior to such  issuance,  then
          forthwith  upon such issue or sale such Warrant Price shall be reduced
          to a price  (calculated  to the nearest  cent)  determined by dividing
          (A) an  amount equal to the sum of (i) the  number of shares of Common
          Stock   outstanding   immediately  prior  to  such  issuance  or  sale
          multiplied  by  the  then  existing   Warrant   Price,   and  (ii) the
          consideration,  if any,  received by the Company upon such issuance or
          sale,  by (B) the  total number of shares of Common Stock  outstanding
          immediately after such issue or sale. 

     2.2  The following provisions,  in addition to the other provisions of this
          section 2,  shall be applicable in determining  any  adjustment  under
          section 2.1.

               (a) In case of the  issuance  or sale of shares  of Common  stock
          part or all of which shall be for cash, the consideration  received by
          the  Company  therefor  shall  be  deemed  to be the  amount  of gross
          proceeds  of such  sale of  shares  without  deducting  therefrom  any
          compensation  paid or discount  allowed in the sale,  underwriting  or
          purchase  thereof by  underwriters  or  dealers  or others  performing
          similar  services or any expenses  incurred in  connection  therewith,
          plus the amounts, if any, determined as provided in section 2.2(b).
<PAGE>


               (b) In the case of the issuance or sale of shares of Common Stock
          for a consideration  other than cash, the amount of the  consideration
          other than cash  received  by the  Company  for such  shares  shall be
          deemed  to be the  value  of such  consideration  as  determined  by a
          resolution  adopted by the Board of Directors of the Company acting in
          good faith,  irrespective of any accounting treatment thereof. In case
          of the issuance or sale of shares of Common Stock  together with other
          stock or securities or other assets of the Company for a consideration
          which is  received  for both,  the Board of  Directors  of the Company
          acting in good faith shall determine what part of the consideration so
          received is to be deemed to be the  consideration  for the issuance of
          such Common Shares irrespective of any accounting treatment thereof.

               (c) In case at any time the Company  shall  declare a dividend or
          make any other  distribution  upon any stock of the Company payable in
          Common  Stock,  then such  Common  Stock  issuable  in payment of such
          dividend or  distribution  shall be deemed to have been issued or sold
          without consideration.
 
               (d) In case the  Company  shall at any time after the date hereof
          issue  options  or  rights to  subscribe  for  shares of Common  Stock
          (including  shares  held  in  the  Company's  treasury)   (hereinafter
          referred to as "Options") or issue any securities  convertible into or
          exchangeable for Common Stock (hereinafter referred to as "Convertible
          Securities")  and the  price  per  share  for  which  Common  Stock is
          issuable  upon the  exercise  of such  Options or upon  conversion  or
          exchange of such Convertible  Securities  calculated  pursuant to this
          section  2.2(d)  shall  be less  than  the  Warrant  Price  in  effect
          immediately  prior to the  issuance  of such  Options  or  Convertible
          Securities,  then  such  Warrant  Price  shall be  reduced  to a price
          determined by making a computation  in accordance  with the provisions
          of section 2.1 and 2.2 hereof, provided that:

                    (i) The price per share for which  Common  Stock is issuable
               upon the exercise of the Options or upon  conversion  or exchange
               of the  Convertible  Securities  shall be  determined by dividing
               (A) the  total  amount,  if any,  received or  receivable  by the
               Company as  consideration  for the  issuance  of such  Options or
               Convertible  Securities,  plus the  minimum  aggregate  amount of
               additional consideration, if any, payable to the Company upon the
               exercise of such  Options or the  conversion  or exchange of such
               Convertible  Securities,  by (B) the  aggregate maximum number of
               shares of Common Stock issuable upon the exercise of such Options
               or  upon  the   conversion   or  exchange  of  such   Convertible
               Securities.

                    (ii)In  determining  the price  per  share for which  Common
               Stock is issuable  upon  exercise of any Options or conversion or
               exchange of any  Convertible  Securities  as set forth in section
               2.2(d)(i)  and in computing  the reduced  Warrant  Price  (A) the
               aggregate  maximum number of shares of Common Stock issuable upon
               the  exercise of such Options or  conversion  or exchange of such
               Convertible  Securities  shall be  considered to be issued at the
               time such Options or  Convertible  Securities  were issued and to
               have been  issued  for the price  per share  determined  for such
               Options or Convertible  Securities  pursuant to section 2.2(d)(i)
               and (B) the  consideration  for the  issuance of such  Options or
               Convertible Securities and the amount of additional consideration
               payable to the Company upon  exercise of such Options or upon the
               conversion or exchange of such  Convertible  Securities  shall be
               determined in the same manner as the consideration  received upon
               the  issuance or sale of Common  Stock as provided in  paragraphs
               2.2(a) through 2.2(c).
<PAGE>

                   (iii) On the expiration of any Options or the termination of
               such right to convert or exchange any Convertible Securities, the
               Warrant Price shall forthwith be readjusted to such Warrant Price
               as would have obtained had the adjustments made upon the issuance
               of such  Options  or  Convertible  Securities  been made upon the
               basis of the  delivery  of only the  number  of  shares of Common
               Stock  actually  delivered  upon the  exercise of such Options or
               upon conversion or exchange of such Convertible Securities.

                    (iv)If the minimum  purchase price per share of Common Stock
               provided  for in any Option or the rate at which any  Convertible
               Securities are convertible  into or exchangeable for Common Stock
               shall change or a different  purchase  price or rate shall become
               effective  at any time or from time to time (other than  pursuant
               to any  antidilution  provision  of such  Options or  Convertible
               Securities)  then,  upon  such  change  becoming  effective,  the
               Warrant  Price  then  in  effect  hereunder  shall  forthwith  be
               increased  or  decreased  to such  Warrant  Price as  would  have
               obtained had the  adjustments  made upon the granting or issuance
               of such  Options  or  Convertible  Securities  been made upon the
               basis of (A) the issuance of the number of shares of Common Stock
               theretofore  actually delivered upon the exercise of such Options
               or  upon  the   conversion   or  exchange  of  such   Convertible
               Securities,  and the total consideration  received therefor,  and
               (B) the  granting  or  issuance at the time of such change of any
               such Options or Convertible Securities then still outstanding for
               the  consideration,  if any, received by the Company therefor and
               to be received by the Company on the basis of such changed  price
               or rate of exchange or conversion.

          (e) In case at any time the Company shall  establish a record date for
     the purpose of  determining  the holders of Common  Stock  entitled  (i) to
     receive a dividend  or other  distribution  payable  in Common  Stock or in
     Convertible  Securities,  or (ii) to subscribe for or purchase Common Stock
     or Convertible Securities,  then such record date shall be deemed to be the
     date of the  issuance or sale of the shares of Common  Stock deemed to have
     been issued or sold upon the  declaration of such dividend or the making of
     such  other  distribution  or the  date of the  granting  of such  right of
     subscription or purchase, as the case may be.

          (f) The number of shares of Common Stock outstanding at any given time
     shall not include  treasury shares and the disposition of any such treasury
     shares  shall be  considered  an issuance  or sale of Common  Stock for the
     purposes of this section.
<PAGE>


         (g)  Anything   hereinabove  to  the  contrary   notwithstanding,   no
     adjustment of the Warrant  Price or in the number of Common Shares  subject
     to this Warrant shall be made upon: (i) the issuance or sale by the Company
     of any shares of Common  Stock  pursuant to the  exercise of any of (A) any
     Warrants issued hereunder, (B) any of the warrants issued by the Company on
     October 21, 1992 to Ladenburg, Thalman & Co. Inc.,  Interstate/Johnson Lane
     Corporation,  Herbert L. Hochberg and Page W.T. Stodder,  or (C) any of the
     warrants  that have  been  previously  issued,  or on the date  hereof  are
     issued, by the Company to any Director of the Company, (ii) the issuance or
     sale by the Company of up to 250,000 shares of Common Stock pursuant to its
     1986 Employees Stock Option and Performance  Unit Plan,  (iii) the issuance
     or sale by the Company of up to 214,260  shares of Common Stock pursuant to
     the 1992  Executive  Management  Group  Stock  Option  Plan  and  [(iv) the
     issuance  or sale by the  Company  of up to  [1,000,000]3  shares of Common
     Stock  pursuant to its 1996  Employees  Stock Option and  Performance  Unit
     Plan]1.

          (h) No adjustment in the Warrant Price shall be required under section
     2.1 hereof unless such adjustment  would require an increase or decrease in
     such price of at least $.05; provided,  however, that any adjustments which
     by reason of the foregoing are not required at the time to be made shall be
     carried  forward and taken into  account and  included in  determining  the
     amount of any subsequent adjustment; and provided further, however, that in
     case the Company  shall at any time  subdivide  or combine the  outstanding
     shares of Common Stock or issue any additional  shares of Common Stock as a
     dividend,  said amount of $.05 per share shall forthwith be proportionately
     increased  in the  case of a  combination  or  decreased  in the  case of a
     subdivision or stock dividend so as to appropriately reflect the same.

     2.3 If the Company shall at any time  subdivide its  outstanding  shares of
Common Stock by  recapitalization,  reclassification or stock split thereof, the
Warrant Price  immediately  prior to such subdivision  shall be  proportionately
decreased,  and, if the Company shall at any time combine the outstanding shares
of Common Stock by  recapitalization,  reclassification or combination  thereof,
the Warrant Price immediately prior to such combination shall be proportionately
increased.  Any such  adjustment to the Warrant Price shall become  effective at
the close of business on the record date for such  subdivision  or  combination.

     2.4 If the Company  after the date hereof  shall  distribute  to all of the
holders of its shares of Common Stock any securities or other assets (other than
a cash  distribution  made as a dividend payable out of earnings),  the Board of
Directors  shall make such  equitable  adjustment in the Warrant Price in effect
immediately  prior to the record date for such  distribution as may be necessary
to preserve to the holder of this Warrant rights substantially  proportionate to
those  enjoyed  hereunder by such holder  immediately  prior to the happening of
such  distribution.  Any such adjustment shall become effective as of the record
date for such  distribution.  

     2.5 Upon any adjustment of the Warrant Price as hereinabove  provided,  the
number of shares of Common Stock issuable upon exercise of this Warrant shall be
changed to the number of shares determined by dividing (i) the aggregate Warrant
Price  payable for the  purchase of all shares  issuable  upon  exercise of this
Warrant immediately prior to such adjustment by (ii) the Warrant Price per share
in effect immediately after such adjustment.

<PAGE>

    2.6 In case of any  reclassification  of the  outstanding  shares of Common
Stock (other than a change covered by section 2.3 hereof or which solely affects
the par value of such  shares of Common  Stock) or in the case of any  merger or
consolidation  of the Company  with or into  another  corporation  (other than a
consolidation  or merger in which the Company is the continuing  corporation and
which does not result in any  reclassification or capital  reorganization of the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another   corporation  of  the  property  of  the  Company  as  an  entirety  or
substantially  as an entirety in connection with which the Company is dissolved,
the holder of this Warrant shall have the right thereafter (until the expiration
of the right to exercise this Warrant) to receive upon the exercise hereof,  for
the same aggregate  Warrant Price payable  hereunder  immediately  prior to such
event,  the kind and amount of shares of stock or other  securities  or property
receivable  upon  such  reclassification,   capital  reorganization,  merger  or
consolidation,  or upon the dissolution following such sale or other transfer by
a holder of the number of shares of Common Stock of the Company  obtainable upon
exercise  of  this  Warrant   immediately  prior  to  such  event,  and  if  any
reclassification  also results in a change in shares of Common Stock  covered by
section 2.3,  then such  adjustment  shall be made pursuant to both this section
2.6 and section 2.3. The provisions of this section 2.6 shall similarly apply to
successive   reclassifications,    or   capital   reorganization,   mergers   or
consolidations, sales or other transfers.

     3. Covenants of the Company;  No Dilution or Impairment.  Until the earlier
of the  Expiration  Date or the  exercise of this  Warrant in full,  the Company
shall not,  by  amendment  of its  certificate  of  incorporation  or though any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities,  or any other voluntary  action,  avoid or seek to avoid the
observance or performance of any of the terms of the Warrants,  but shall at all
times in good faith  carry out all such terms and shall take all such  action as
may be necessary or appropriate in order to protect the rights of the holders of
the  Warrants  against  dilution  or  other  impairment.  Without  limiting  the
generality of the foregoing, the Company:

          (a) shall not permit  the par value of any shares of stock  receivable
     upon the  exercise of the  Warrants to exceed the amount  payable  therefor
     upon such exercise;

          (b) shall take all such action as may be necessary or  appropriate  in
     order  that the  Company  may  validly  and  legally  issue  fully paid and
     non-assessable  shares  of  stock or other  property  deliverable  upon the
     exercise of all Warrants from time to time outstanding; and

          (c) shall not (i) transfer all or substantially  all of its properties
     and assets to any other person, or (ii) consolidate  with or merge into any
     other person where the Company is not the  continuing or surviving  person,
     or  (iii) permit  any other  person to  consolidate  with or merge into the
     Company where the Company is the continuing or surviving person unless,  in
     connection with such  consolidation  or merger,  the Common Stock (or Other
     Securities)  then  issuable  upon the  exercise  of this  Warrant  shall be
     changed into or exchanged for stock or other  securities or property of any
     other  person,  and,  in any such case,  the other  person  acquiring  such
     properties and assets,  continuing or surviving after such consolidation or
     merger  or  issuing  or  distributing  such  stock or other  securities  or
     property,  as the case may be,  shall  expressly  assume in writing  and be
     bound by all the terms of this Warrant.
<PAGE>


     4. Accountants' Report As To Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other  Securities)  issuable upon
the exercise of the Warrants,  the Company at its expense will promptly  compute
such adjustment or readjustment in accordance with the terms of the Warrants and
cause independent public accountants of recognized national standing selected by
the Company to verify such  computation  and prepare a report setting forth such
adjustment  or  readjustment  and  showing  in detail  the facts upon which such
adjustment or readjustment is based,  including a statement of (a) the number of
shares of Common  Stock  outstanding  or deemed to be  outstanding,  and (b) the
Warrant  Price and the  number  of  shares  subject  to this  Warrant  in effect
immediately  prior to the event requiring such adjustment or readjustment and as
adjusted and  readjusted on account  thereof.  The Company will forthwith mail a
copy of each such report to each  holder of the  Warrants,  and will,  upon such
holder's  reasonable  written request at any time, furnish to such holder a like
report  setting forth the Warrant Price and the number of shares subject to this
Warrant at the time in effect and showing how it was  calculated.  

     5. Notices of Record Date, etc. If the Company proposes

          (a) to  establish a record of the  holders of any class of  securities
     for the purpose of determining  holders thereof who are entitled to vote at
     any meeting of stockholders for any purpose, or who are entitled to receive
     any  dividend  (other than a regular  cash  dividend  payable out of earned
     surplus at the rate most recently  established by the Board of Directors of
     the Company) or other distribution, or any right to subscribe for, purchase
     or  otherwise  acquire  any  shares  of  stock of any  class  or any  other
     securities or property, or to receive any other right, or

          (b) any capital reorganization of the Company, any reclassification or
     recapitalization of the capital stock of the Company or any transfer of all
     or  substantially  all the assets of the Company to any other person or any
     consolidation or merger involving the Company and any other person, or

          (c) any voluntary or involuntary  dissolution,  liquidation or winding
     up of the Company,

the Company shall give the Purchaser a notice  stating the date or expected date
on which any such  record is to be taken and,  if it  relates to a meeting,  the
matters  expected to be considered at such meeting,  or the amount and character
of such dividend,  distribution or right, or the nature of such  reorganization,
reclassification,  transfer,  or merger or  consolidation.  Such notice shall be
given at least 10 days prior to the record date therein specified.

     6.  Registration under the Securities Act of 1933.
<PAGE>

     6.1 Piggyback Registration.  The Company shall advise the Purchaser and any
other  holder of Warrants or shares of Common  Stock issued upon the exercise of
the Warrants  not  publicly  held (the  "Shares")  by written  notice,  at least
fifteen  days prior to the filing at any time on or after the  Initial  Exercise
Date and on or  before  six  years  after  the  Initial  Exercise  Date,  of any
registration statement or post-effective  amendment thereto under the Securities
Act of 1933 covering common stock or equivalents  thereof of the Company (except
on Form S-4 or Form S-8 or any  successor  form) and will,  upon the  request of
such  holders,  provided  that such holders  shall furnish the Company with such
appropriate  information  (relating  to  the  intentions  of  such  holders)  in
connection  therewith as the Company shall  request in writing,  and without any
charge  to  such  holders,  include  in any  such  post-effective  amendment  or
registration  statement  such  information as may be required to permit a public
offering of the Shares; provided that the aggregate offering value of the Shares
to be registered  is  reasonably  anticipated  to equal at least  $100,000.  The
Company shall supply reasonable  quantities of prospectuses,  qualify the Shares
for sale in such jurisdictions as such holder may reasonably  designate (subject
to the same type of limitations  contained in the  Underwriting  Agreement dated
October 21, 1992 among the Company and the several  underwriters  included as an
exhibit to the  Registration  Statement  in the form  filed with the  Securities
Exchange  Commission at the time it became effective in connection with its 1992
public  offering of Common  Stock (the  "Underwriting  Agreement"))  and furnish
indemnification in the manner set forth in section 6.2 hereof. Such holder shall
furnish  information and  indemnification as set forth in section 6.2 hereof. If
the managing  underwriters for the registration of securities advise the Company
in writing  that in their  opinion  the  number of  securities  requested  to be
included  in such  registration  exceeds  the  number  which can be sold in such
registration,  the Company  will  include in such  registration  (i) first,  the
securities the Company proposes to sell, (ii) second, the Shares requested to be
included   in   such   registration   by   Ladenburg,   Thalman   &  Co.   Inc.,
Interstate/Johnson Lane Corporation,  Herbert L. Hochberg and Page W.T. Stodder,
(iii) third, the Shares requested to be included in such registration,  pro rata
among the  remaining  holders of such Shares (or  Warrants)  on the basis of the
number of Shares (or Warrants) to be offered by such  holders,  and (iv) fourth,
other securities requested to be included in such registration.  

     6.2 Obligations Relating to Registration.  The following provisions of this
section 6 shall also be applicable:

          (a) The  Company  and all holders  requesting  registration  of Shares
     pursuant  to  section  6.1  shall  enter  into  such  customary  agreements
     (including  underwriting  agreements in customary  form) as reasonably  are
     necessary in order to expedite or facilitate the disposition of Shares.

<PAGE>

         (b)  The  Company  shall  indemnify  and  hold  harmless  each  holder
     requesting  registration  and each  underwriter,  within the meaning of the
     Securities  Act of 1933,  who may purchase from or sell for any such holder
     Warrants  and/or the Shares from and  against  any and all losses,  claims,
     damages and  liabilities  caused by any untrue  statement or alleged untrue
     statement of a material fact contained in any registration  statement under
     the Securities Act or any prospectus  included therein required to be filed
     or  furnished  by reasons of this  section 6 or caused by any  omission  or
     alleged  omission to state  therein a material  fact  required to be stated
     therein or necessary to make the statements therein not misleading,  except
     insofar as such losses,  claims,  damages or liabilities  are caused by any
     such untrue  statement or alleged  untrue  statement or omission or alleged
     omission  based upon  information  furnished  in writing or  required to be
     furnished to the Company by such holder or  underwriter  expressly  for use
     therein,  which  indemnification  shall  include each  person,  if any, who
     controls  any such  holder or such  underwriter  within the  meaning of the
     Securities Act; provided,  however, that the Company shall not be obligated
     so to  indemnify  the  holder  or any  underwriter  unless  such  holder or
     underwriter  shall  indemnify  the  Company,  its  directors,  each officer
     signing the related  registration  statement  and each person,  if any, who
     controls the Company  within the meaning of the  Securities  Act,  from and
     against any and all losses,  claims,  damages and liabilities caused by any
     untrue  statement or alleged untrue  statement of a material fact contained
     in any  registration  statement or any  prospectus  required to be filed or
     furnished  by reason of this  section 6 or caused by any  omission to state
     therein a material fact required to be stated  therein or necessary to make
     the  statements  therein not  misleading,  insofar as such losses,  claims,
     damages or liabilities are caused by any untrue statement or alleged untrue
     statement or omission or alleged omission based upon information  furnished
     in writing or  required  to be  furnished  to the Company by such holder or
     underwriter  expressly  for  use  therein;   provided  that  the  aggregate
     liability of any holder  pursuant to this  section  6.2(b) shall not exceed
     the total  aggregate  amount of the net  proceeds  to be  received  by such
     holder from the sale of Shares to be registered.


          (c) Each  indemnified  party shall give prompt  written notice to each
     indemnifying  party  of any  action,  litigation  or  proceeding  commenced
     against it with respect to which  indemnity  may be sought  hereunder,  but
     failure so to notify an  indemnifying  party  shall not relieve it from any
     liability  which it may have on  account  of this  indemnity  agreement  or
     otherwise  unless  such  indemnifying  party  shall  sustain  the burden of
     proving that it has been prejudiced in a material  respect by such failure.
     An indemnifying  party may participate at its own expense in the defense of
     such action,  litigation or proceeding. In addition, if it so elects within
     a reasonable  time after  receipt of such  notice,  an  indemnifying  party
     (jointly with any other  indemnifying  parties  receiving  such notice) may
     assume the defense of such action,  litigation or  proceeding  with counsel
     chosen by it (jointly with such other indemnifying  parties) and reasonably
     satisfactory  to  the  indemnified   parties   defendant  in  such  action,
     litigation or proceeding.  If an indemnifying  party assumes the defense of
     such action, litigation or proceeding, such indemnifying party shall not be
     liable for any fees and  expenses  of counsel for the  indemnified  parties
     defendant in such action,  litigation or proceeding  incurred thereafter in
     connection therewith.  The indemnified party shall have the right to employ
     its counsel in any such  action,  but the fees and expenses of such counsel
     shall be at the expense of such indemnified party unless (i) the employment
     of  counsel  by  such   indemnified   party  has  been  authorized  by  the
     indemnifying parties, (ii) the indemnified party shall have been advised by
     its  counsel  that  there  may  be  a  conflict  of  interest  between  the
     indemnifying  parties  and the  indemnified  party  in the  conduct  of the
     defense of such action (in which case the  indemnifying  parties  shall not
     have the  right to  direct  the  defense  of such  action  on behalf of the
     indemnified party) or (iii) the indemnifying parties shall not in fact have
     employed  counsel to assume the  defense of such  action,  in each of which
     cases the fees and  expenses  of  counsel  shall be at the  expense  of the
     indemnifying parties. In no event, however,  shall the indemnifying parties
     be  liable  for the fees and  expenses  of more  than one  counsel  for all
     indemnified  parties  in  connection  with any one  action,  litigation  or
     proceeding,  or in connection with separate but similar or related actions,
     litigations or proceedings in the same jurisdiction arising out of the same
     general  allegations or circumstances.  The indemnifying party shall not be
     liable for any  settlement  of any such action,  litigation  or  proceeding
     effected without its written consent, but if any such action, litigation or
     proceeding is settled with the written consent of the indemnifying party or
     if  there  is a  final  judgment  for the  plaintiff  in any  such  action,
     litigation or proceeding,  the indemnifying  party shall indemnify and hold
     any  indemnified  party  harmless from and against any loss or liability by
     reason of such settlement or judgment.
<PAGE>


          (d) In  order  to  provide  for just  and  equitable  contribution  in
     circumstances  in which the  indemnification  provided  for above is due in
     accordance  with  its  terms  but is for any  reason  held by a court to be
     unavailable,  the Company, each such holder and each such underwriter shall
     contribute to the aggregate  losses,  claims,  damages and liabilities in a
     manner that is fair and equitable in accordance  with the relative fault of
     such party. In no case, however,  shall the Company,  holder or underwriter
     be  responsible  for any amount in excess of the net  proceeds to him or it
     from the public  offering as disclosed in the prospectus for such offering.
     No party  shall be liable for  contribution  with  respect to any action or
     claim settled without its consent.

          (e)  Neither  the giving of any notice by the holder nor the making of
     any  request for  prospectuses  shall  impose  upon the holder  making such
     request any obligation to sell any Shares or exercise any Warrants.

     6.3  Obligations  to Continue.  The Company's  agreements in this section 6
with  respect  to the  Warrants  and/or  the  Shares  shall  continue  in effect
regardless of the exercise and surrender of this Warrant.

     7. Company's Option to Purchase Shares.  In lieu of including the Shares in
a registration  statement or amendment as described in section 6.1., the Company
has the  option,  exercisable  by notice  within 10 days  after  receipt  of the
request of the holder of the  Warrants  or the Shares for such  registration  of
securities,  to purchase  within 30 days after the receipt of such request,  all
(but no fewer) of the Warrants or the Shares as are the subject of such request.
If the Company  exercises the option to purchase the Warrants or the Shares,  it
shall do so, in the case of any Share,  at a price  equal to the  average of the
reported bid and asked prices for the 20 business days preceding the request for
registration and, in the case of any Warrant, at a price equal to the average of
the reported bid and asked prices for the 20 business days preceding the request
for registration  less the Warrant Price then in effect multiplied by the number
of Shares issuable upon the exercise of such Warrant in full.

     8. Transfer of Warrant. This Warrant and the Shares may not be transferred,
except  to a person  or an  entity  under  common  control  with  the  Purchaser
(including, without limitation, any corporate successors thereto) and may not be
transferred  unless,  in the opinion of counsel  reasonably  satisfactory to the
Company,  such transfer would not result in a violation of the provisions of the
Securities  Act. Any  transfer of this  Warrant,  in whole or in part,  shall be
effected upon the surrender of this Warrant,  duly endorsed (unless  endorsement
is waived by the Company) at the  Company's  office  referred to in section 1.1.
The Purchaser  acknowledges  that the Company may require that  certificates for
Shares which are not freely transferable under the Securities Act of 1933 bear a
customary  restrictive  legend.  Any person or entity to whom or to which all or
part of the Warrants are  transferred in accordance with this section 8 shall be
deemed to be a Purchaser  for the purposes of this Warrant and shall be entitled
to all the benefits  granted in, and subject to all the obligations  imposed by,
this Warrant and there may be one or more  Purchaser.  Any action  requiring the
consent  of the  Purchaser  hereunder  may be  taken  if such  action  has  been
consented to by the holders of Warrants or Shares together  representing a total
of more than 50% of the Shares. Each taker and holder of the Warrants, by taking
or holding  the same,  consents to and agrees to be bound by the  provisions  of
this section 8.
<PAGE>


    9.  Exchange  or Loss of Warrant.  This  Warrant is  exchangeable,  without
expense, at the option of the Purchaser,  upon presentation and surrender hereof
to the Company or at the office of its stock transfer  agent,  if any, for other
Warrants of different  denominations entitling the Purchaser thereof to purchase
in the  aggregate  the  same  number  of  shares  of  Common  Stock  purchasable
hereunder.  This Warrant may be divided or combined  with other  Warrants  which
carry the same rights upon  presentation  hereof at the office of the Company or
at the  office of its stock  transfer  agent,  if any,  together  with a written
notice  specifying the names and  denominations  in which new Warrants are to be
issued and signed by the  Purchaser  hereof.  The term  "Warrant" as used herein
includes any warrants into which this Warrant may be divided or exchanged.  Upon
receipt  by the  Company  of  evidence  satisfactory  to it of the loss,  theft,
destruction  or  mutilation  of this  Warrant,  and (in case of  loss,  theft or
destruction) of reasonably satisfactory indemnification,  and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new  Warrant  of like  tenor  and  date.  Any such new  Warrant  executed  and
delivered shall constitute an additional  contractual  obligation on the part of
the Company, whether or not the Warrant so lost, stolen, destroyed, or mutilated
shall be at any time enforceable by anyone.

     10.  Reservation  of Stock,  etc. The Company  shall at all times until the
Expiration  Date  reserve and keep  available,  solely for issuance and delivery
upon the  exercise  of the  Warrants,  all  shares  of  Common  Stock  (or Other
Securities)  from time to time issuable upon the exercise of the Warrants at the
time  outstanding.  All shares of Common Stock issuable upon the exercise of the
Warrants shall be duly authorized, validly issued, fully paid and nonassessable.

     11. Definitions. As used herein, unless the context otherwise requires, the
following terms have the following respective meanings:

     Common Stock: the Common Stock, $.01 par value per share, of the Company as
constituted  on the Warrant  Date,  any stock into which such Common Stock shall
have been  converted or any stock  resulting from any  reclassification  of such
Common Stock, and all other stock of any class or classes  (however  designated)
of the Company,  the holders of which have the right,  without  limitation as to
amount,  either  to all or a share  of the  balance  of  current  dividends  and
liquidating  dividends after the payment of dividends and  distributions  on any
shares entitled to preference.

     Company:  includes  any  corporation  which shall  succeed to or assume the
obligations of the Company hereunder in compliance with section 3.

     Convertible Securities: the meaning specified in section 2.2(d).

     Initial  Exercise Date: the meaning  specified in the opening  paragraph of
this Warrant.

<PAGE>

     Market Value:  the Market Value of the Common Stock on any given date means
(a) the mean between the highest and lowest reported sale prices on the New York
Stock  Exchange-Composite  Transactions  Tape (or,  if not so  reported,  on any
domestic  stock  exchanges on which the Common Stock is then listed);  or (b) if
the Common Stock is not listed on any domestic stock exchange,  the mean between
the  closing  high  bid  and  low  asked  prices  as  reported  by the  National
Association  of Securities  Dealers  Automated  Quotation  System (or, if not so
reported,  by the  system  then  regarded  as the most  reliable  source of such
quotations);  or (c) if the  Common  Stock is listed on a domestic  exchange  or
quoted in the domestic  over-the-counter market, but there are no reported sales
or  quotations,  as the case may be, on the  given  date,  the value  determined
pursuant to (a) or (b) above using the reported sale prices of quotations on the
last previous date on which so reported; or (d) if none of the foregoing clauses
apply, the fair value as determined in good faith by the Board of Directors.]1

     Options:  the meaning specified in section 2.2(d).

     Other  Securities:  any stock (other than Common Stock) or other securities
of the Company or any other person (corporate or otherwise) which the holders of
the Warrants at any time shall be entitled to receive,  or shall have  received,
upon the exercise of the  Warrants,  in lieu of or in addition to Common  Stock,
or,  which at any time shall be  issuable  or shall have been issued in exchange
for or replacement of Common Stock or Other Securities  pursuant to section 2 or
otherwise.

     Shares:  the meaning specified in section 6.1.

     Underwriting Agreement:  the meaning specified in section.1.

     Warrant Date:  the date this Warrant is issued.

     Warrant  Price:  the meaning  specified  in the opening  paragraph  of this
Warrant.

     12.  Notices.  All notices,  consents and other  communications  under this
Warrant shall be in writing and shall be deemed given when delivered  personally
or when sent by telex (or its  equivalent)  and  confirmed by  registered  mail,
return  receipt  requested,  to a party at its address as follows (or such other
address as a party may designate by notice given to the other  parties  pursuant
to this section): (a) if to the Company, 3000 Dundee Road, Northbrook,  Illinois
60062, Attention:  President, with a copy to Carter W. Emerson, Esq., Kirkland &
Ellis,  200 East  Randolph  Drive,  Chicago,  Illinois  60601 and  (b) if to the
Purchaser, at the address set forth in Schedule 1 hereto.

     [13.  Shareholder  Approval of the  Warrant.  The grant of this  Warrant is
subject to its approval by the  stockholders  of the Company as required by Rule
4460(i) of the National  Association  of Securities  Dealers,  Inc. The grant of
this Warrant will be deemed null and void if such approval is not obtained prior
to the first anniversary of the date hereof.]1

     14. Miscellaneous.

          (a) Neither this  Warrant nor any term hereof may be changed,  waived,
     discharged or terminated  except by an instrument in writing  signed by the
     holder of the Warrant and by the Company.

          (b) This  Warrant and all  amendments  hereof and waivers and consents
     hereunder shall be governed by the law of the State of Illinois  applicable
     to contracts made and to be performed therein.

          (c) The headings in this  Warrant are for  purposes of reference  only
     and shall not limit or otherwise affect the meaning hereof.
<PAGE>


    [15. Termination of Outstanding  Warrants.  This instrument  terminates the
Warrant  issued by the Company to the Purchaser on [ ] to purchase [ ] shares of
Common Stock (the "Previously Issued Warrant"). The Previously Issued Warrant is
hereby cancelled and is replaced with this Warrant.]4 

Dated as of [                        ]

                                  Trans Leasing International, Inc.

                                  By:_____________________________________
                                     Name:
                                     Its:
     The  undersigned  hereby  acknowledges  having read this Warrant and hereby
agrees  to be bound by all  provisions  set  forth  herein as of the date of the
issuance of this Warrant.

Dated as of [                      ]

                                    By:___________________________________
                                       Purchaser



1    Provision not contained in November 21, 1995 Director Warrants.
2    Provision not contained in May 30, 1996 Director Warrants.
3    Provision is for 500,000 in November 7, 1996 Director Warrants.
4    Provision not contained in November 7, 1996 or February 21, 1997 Director 
     Warrants