EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  is  made  as of  April  8,  1997,  between  Trans  Leasing
International,  Inc.,  a  Delaware  corporation  (the  "Company"),  and Kevin J.
Dunworth ("Executive").

                                    RECITALS

     The  Company  believes  that it  would  benefit  from  the  application  of
Executive's  particular  and unique  skill,  experience  and  background  to the
management and operation of the Company. The Company considers the establishment
and  maintenance  of a sound and vital  management to be essential to protecting
and  enhancing  the  best  interests  of  the  Company  and  its   stockholders.
Accordingly  the Board of Directors of the Company (the "Board") has  determined
that appropriate  steps should be taken to reinforce and encourage the attention
and dedication of members of management,  including Executive, to their assigned
duties without distraction.  In order to induce Executive to enter the employ of
the Company,  among other things,  this  Agreement  sets forth certain  benefits
Executive shall receive in the event there is a change of control of the Company
under the circumstances described herein.

     Executive wishes to commit himself to serve the Company in the position set
forth herein on the terms herein provided.

     The parties wish by this Agreement to set forth the terms and conditions of
the employment relationship between the Company and Executive.

     NOW,  THEREFORE,  in consideration of the mutual covenants contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

     1.  Employment.  The Company shall employ  Executive,  and Executive hereby
accepts employment with the Company,  upon the terms and conditions set forth in
this Agreement for the period beginning on April 8, 1997 (the "Employment Date")
and ending as provided in paragraph 4 hereof (the "Employment Period").

     2. Position And Duties.

     (a) During the Employment Period,  Executive shall serve as Vice President,
Sales of the Company and shall render such  administrative  and other  executive
and managerial  services to the Company and its  Subsidiaries as the Board,  its
Chairman of the Board,  its Chief  Executive  Officer or its  President may from
time to time direct.

     (b) Executive  shall report to the President of the Company,  and Executive
shall devote his best efforts and his full business  time and attention  (except
for  permitted  personal  days  and  reasonable  periods  of  illness  or  other
incapacity)  to the  business  and affairs of the Company and its  Subsidiaries.
Executive  shall  perform  his  duties and  responsibilities  to the best of his
abilities in a diligent, trustworthy, businesslike and efficient manner.
<PAGE>

                       
     (c)  For  purposes  of  this  Agreement,   "Subsidiaries"  shall  mean  any
corporation  of which the  ecurities  having a majority  of the voting  power in
electing  directors  are, at the time of  determination,  owned by the  Company,
directly or through one of more Subsidiaries.

     3. Base Salary And Benefits.

     (a) During the Employment Period, Executive's base salary shall be $150,000
per annum or such higher rate as the Board may designate  from time to time (the
"Base  Salary"),  which  salary  shall be  payable in  regular  installments  in
accordance with the Company's  general payroll practices and shall be subject to
customary withholding.

     (b) In  addition  to the Base  Salary  payable  to  Executive  pursuant  to
paragraph 3(a), Executive shall be entitled to the following benefits during the
Employment Period:

          (i)  participation  in all of the Company's  employee benefit programs
     for which senior  executive  employees of the Company and its  Subsidiaries
     are generally eligible, including without limitation,  participation in the
     Company'  bonus  plan,  stock  option  plans  and group  medical  benefits
     program;

          (ii) one week of paid  vacation  during  the second  six-month  period
     following the Employment  Date, one week of paid vacation  during the third
     six-month  period  following the  Employment  Date, and three weeks of paid
     vacation during each one-year period thereafter; and

          (iii) use of an automobile,  type to be determined and approved by the
     Chief Executive Officer or President of the Company, owned or leased by the
     Company or a Subsidiary  together with reimbursement of reasonable expenses
     incurred in its operation (including  maintenance);  provided that the cost
     to the Company of all benefits in  connection  with this clause (iii) shall
     not exceed $50,000.

     (c) The Company  shall  reimburse  Executive  for all  reasonable  expenses
incurred  by him in the course of  performing  his duties  under this  Agreement
which are  consistent  with the  Company's  policies in effect from time to time
with respect to travel,  entertainment and other business  expenses,  subject to
the Company's  requirements  with respect to reporting and documentation of such
expenses.  

     (d) Executive  shall be granted stock options with respect to 30,000 shares
of the Company's common stock, par value $.01 per share,  with an exercise price
of $5.85 per share, which options shall vest and become exercisable one-third on
each of April 8, 1998, 1999 and 2000.
<PAGE>

     4. Termination.


     (a) Unless  renewed by the mutual  agreement of the Company and  Executive,
the Employment  Period shall end on third  anniversary  of the Employment  Date;
provided that (i) the Employment  Period shall terminate prior to such date upon
Executive's resignation,  death or permanent disability or incapacity (permanent
disability  and  incapacity  to be  determined  by the  Board in its good  faith
judgment) and (ii) the Employment Period may be terminated by the Company at any
time prior to such date for Cause (as defined below) or without Cause.

     (b) If the  Employment  Period is terminated  by the Company  without Cause
within one year  following a Change of Control,  Executive  shall be entitled to
receive severance payments in an aggregate amount equal to his Base Salary as of
the date of termination,  payable over a one year period in regular installments
in  accordance  with the  Company'  general  payroll  practices  and subject to
customary withholding;  provided,  however, that in no event shall the amount of
such  severance  payments when  aggregated  with  Executive's  other  "parachute
payments"  (as such term is used in Section 280G of the Internal  Revenue  Code)
exceed 299% of  Executive's "base amount" (as such term is used in Section 280G
of the Internal  Revenue Code); and provided further that Executive will only be
entitled to such  severance  payments if he has not breached and does not breach
the provisions of paragraphs 5, 6 and 7 hereof.

     (c) If the  Employment  Period  is  terminated  other  than by the  Company
without Cause within one year following a Change of Control,  Executive shall be
entitled to receive his Base Salary through the date of termination.

     (d) All of Executive's  rights to fringe benefits and bonuses hereunder (if
any) which accrue or become  payable  after the  termination  of the  Employment
Period  shall  cease upon such  termination.  The Company may offset any amounts
Executive  owes it or its  Subsidiaries  against any  amounts it owes  Executive
hereunder.

     (e) For purposes of this  Agreement,  "Cause" shall mean (i) the commission
of a felony or a crime  involving moral turpitude or the commission of any other
act or omission  involving  dishonesty,  disloyalty or fraud with respect to the
Company or any of its Subsidiaries or any of their customers or suppliers,  (ii)
conduct tending to bring the Company or any of its Subsidiaries into substantial
public disgrace or disrepute,  (iii) substantial and repeated failure to perform
duties as reasonably directed by the Board, the Chairman of the Board, the Chief
Executive  Officer or the  President of the Company,  (iv) gross  negligence  or
willful misconduct with respect to the Company or any of its Subsidiaries or (v)
any other material  breach of this  Agreement  which is not cured within 15 days
after written  notice  thereof to Executive;  and "Change of Control" shall mean
(a) any  person  or group  (other  than the  estate  of  Richard  Grossman,  the
beneficiaries   of  such  estate,   Larry  S.  Grossman,   individually  and  as
administrator of such estate, his spouse and lineal descendants,  and trusts and
trustees of trusts  established  for the benefit of such persons and estates and
administrators  and  executors  of estates of such  persons)  is or becomes  the
beneficial owner (as defined in Rule 13d-3 under the Securities  Exchange Act of
1934,  as  amended),  directly  or  indirectly,  of  securities  of the  Company
representing  more than 50% of the Company's then outstanding  common stock; (b)
the  consummation  of a  consolidation  or  merger of the  Company  in which the
Company is not the  surviving  corporation  or pursuant  to which the  Company's
common stock is converted into cash, securities or other property,  other than a
merger of the  Company  in which  the  holders  of the  Company's  common  stock
immediately  prior to the merger have,  directly or  indirectly,  at least a 75%
ownership  interest in the common stock of the surviving  corporation  after the
merger on a fully  diluted  basis;  or (c) the sale,  lease,  exchange  or other
transfer  (in one  transaction  or a series of related  transactions)  or all or
substantially all of the assets of the Company (other than through  transactions
in the ordinary course of business).
<PAGE>

     5. Confidential  Information.  Executive acknowledges that the information,
observations  and data  obtained  by him while  employed  by the Company and its
Subsidiaries concerning the business or affairs of the Company or any Subsidiary
("Confidential Information") are the property of the Company or such Subsidiary.
Therefore,  Executive  agrees  that he shall not  disclose  to any  unauthorized
person or use for his own  purposes  any  Confidential  Information  without the
prior  written  consent  of  the  Board,  unless  and  to the  extent  that  the
aforementioned  matters become  generally  known to and available for use by the
public other than as a result of Executive's  acts or omissions.  Nothing herein
shall  prevent  Executive  from  making (i) any  disclosure  that is required by
applicable  law or the order of a court of competent  jurisdiction,  or (ii) any
disclosure,  in good faith, to properly  fulfill  Executive's  duties under this
Agreement  (including,  but not  limited to, in  connection  with  treasury  and
investor  relations  functions).  Executive  shall deliver to the Company at the
termination  of the  Employment  Period,  or at any other time the  Company  may
request,  all  memoranda,   notes,  plans,  records,  reports,  computer  tapes,
printouts  and  software  and  other  documents  and data (and  copies  thereof)
relating to the Confidential Information, Work Product (as defined below) or the
business  of the  Company or any  Subsidiary  which he may then  possess or have
under his control.

     6. Work Product. Executive acknowledges that all innovations, improvements,
developments,  methods, analyses, reports and all similar or related information
which relate to the Company's or any of its Subsidiaries'  actual or anticipated
business,  research and  development or existing or future  products or services
and which are  conceived,  developed or made by Executive  while employed by the
Company  and its  Subsidiaries  ("Work  Product")  belong to the Company or such
Subsidiary. Executive shall promptly disclose such Work Product to the Board and
perform all actions  reasonably  requested by the Board (whether during or after
the  Employment  Period) to  establish  and confirm such  ownership  (including,
without  limitation,   assignments,  consents,  powers  of  attorney  and  other
instruments).

     7. Non-compete, Non-solicitation.

     (a) In further  consideration  of the  compensation to be paid to Executive
hereunder,  Executive acknowledges that in the course of his employment with the
Company he shall become familiar with the Company's and its Subsidiaries'  trade
secrets and with other Confidential  Information  concerning the Company and its
Subsidiaries and that his services shall be of special, unique and extraordinary
value to the Company and its  Subsidiaries.  Therefore,  Executive  agrees that,
during  the  Employment  Period  and for one year  thereafter  (the  "Noncompete
Period"),  he shall not directly or  indirectly  own any  interest  in,  manage,
control,  participate  in, consult with,  render  services for, or in any manner
engage in any  business  competing  with the  businesses  of the  Company or its
Subsidiaries,  as such  businesses  exist or are in  process  on the date of the
termination of Executive's employment, within any geographical area in which the
Company or its Subsidiaries engage or plan to engage in such businesses. Nothing
herein shall  prohibit  Executive from being a passive owner of not more than 2%
of the outstanding stock of any class of a corporation which is publicly traded,
so long  as  Executive  has no  active  participation  in the  business  of such
corporation.

<PAGE>

     (b)  During  the  Noncompete  Period,   Executive  shall  not  directly  or
indirectly  through  another entity (i) induce or attempt to induce any employee
of the  Company or any  Subsidiary  to leave the  employ of the  Company or such
Subsidiary, or in any way interfere with the relationship between the Company or
any  Subsidiary  and any  employee  thereof,  (ii)  hire any  person  who was an
employee of the  Company or any  Subsidiary  at any time  during the  Employment
Period or (iii) induce or attempt to induce any  customer,  supplier,  licensee,
licensor, franchisee or other business relation of the Company or any Subsidiary
to cease  doing  business  with the  Company or such  Subsidiary,  or in any way
interfere with the relationship between any such customer, supplier, licensee or
business  relation  and  the  Company  or  any  Subsidiary  (including,  without
limitation,  making any negative statements or communications  about the Company
or its Subsidiaries).

     8.  Enforcement.  If, at the time of  enforcement of paragraph 5, 6 or 7 of
this  Agreement,   a  court  holds  that  the  restrictions  stated  herein  are
unreasonable under  circumstances  then existing,  the parties hereto agree that
the  maximum  period,   scope  or  geographical   area  reasonable   under  such
circumstances shall be substituted for the stated period, scope or area. Because
Executive's services are unique and because Executive has access to Confidential
Information and Work Product,  the parties hereto agree that money damages would
not be an adequate  remedy for any breach of this Agreement.  Therefore,  in the
event a breach  or  threatened  breach of this  Agreement,  the  Company  or its
successors or assigns may, in addition to other rights and remedies  existing in
their  favor,  apply  to  any  court  of  competent  jurisdiction  for  specific
performance  and/or  injunctive or other relief in order to enforce,  or prevent
any  violations  of,  the  provisions  hereof  (without  posting a bond or other
security).  In  addition,  in the event of an  alleged  breach or  violation  by
Executive  of  paragraph  7, the  Noncompete  Period  shall be tolled until such
breach or violation has been duly cured.  Executive agrees that the restrictions
contained in paragraph 7 are reasonable.

     9. Executive's Representations. Executive hereby represents and warrants to
the Company that (i) the execution,  delivery and  performance of this Agreement
by  Executive  do not and shall not conflict  with,  breach,  violate or cause a
default under any contract, agreement,  instrument, order, judgment or decree to
which  Executive  is a party or by which he is bound,  (ii)  Executive  is not a
party  to  or  bound  by  any  employment  agreement,  noncompete  agreement  or
confidentiality  agreement  with any other  person or entity  and (iii) upon the
execution and delivery of this Agreement by the Company, this Agreement shall be
the valid and binding  obligation of Executive,  enforceable in accordance  with
its terms.  Executive  hereby  acknowledges and represents that he has consulted
with independent  legal counsel  regarding his rights and obligations under this
Agreement  and that he fully  understands  the  terms and  conditions  contained
herein.

     10.  Survival.  Paragraphs 5 through 8 and  paragraphs  10 through 18 shall
survive   and   continue   in  full  force  in   accordance   with  their  terms
notwithstanding any termination of the Employment Period.

     11. Notices.  Any notice provided for in this Agreement shall be in writing
and shall be either personally delivered,  or mailed by first class mail, return
receipt requested, to the recipient at the address below indicated:

     Notices To Executive:
     Kevin J. Dunworth
     3220 Sanders Road
     Northbrook, IL  60062
<PAGE>

     Notices To The Company:
     Trans Leasing International, Inc.
     3000 Dundee Road
     Northbrook, IL  60062
     Attention:  Chief Executive Officer

or such other  address or to the attention of such other person as the recipient
party shall have  specified by prior written  notice to the sending  party.  Any
notice under this Agreement shall be deemed to have been given when so delivered
or mailed.

     12. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision  of  this  Agreement  is held to be  invalid,  illegal  or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
any other  provision  or any other  jurisdiction,  but this  Agreement  shall be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or unenforceable provision had never been contained herein.

     13. Entire Agreement.  This Agreement  (including the documents referred to
herein)  constitutes the entire agreement between the parties and supersedes any
prior  understandings,  agreements or representations by or between the parties,
written or oral, that may have related in any way to the subject matter hereof.

     14. No Strict  Construction.  The language used in this Agreement  shall be
deemed to be the language  chosen by the parties  hereto to express their mutual
intent, and no rule of strict construction shall be applied against any party.

     15. Counterparts.  This Agreement may be executed in separate counterparts,
each of which is  deemed  to be an  original  and all of  which  taken  together
constitute one and the same agreement.

     16. Successors And Assigns. This Agreement is intended to bind and inure to
the benefit of and be enforceable by Executive, the Company and their respective
heirs,  successors and assigns,  except that Executive may not assign his rights
or delegate his obligations  hereunder  without the prior written consent of the
Company.

     17. Choice of Law. All issues and questions  concerning  the  construction,
validity,  enforcement and interpretation of this Agreement and the exhibits and
schedules  hereto shall be governed by, and  construed in accordance  with,  the
laws of the State of  Illinois,  without  giving  effect to any choice of law or
conflict  of law rules or  provisions  (whether  of the State of Illinois or any
other  jurisdiction)  that  would  cause  the  application  of the  laws  of any
jurisdiction other than the State of Illinois.
<PAGE>


     18.  Amendment And Waiver.  The provisions of this Agreement may be amended
or waived only with the prior written consent of the Company and Executive,  and
no course of conduct or failure or delay in  enforcing  the  provisions  of this
Agreement shall affect the validity,  binding effect or  enforceability  of this
Agreement.

                                    * * * * *

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.


                                              TRANS LEASING INTERNATIONAL, INC.



                                              By __________________________
                                              Its _________________________







                                              _____________________________
                                              KEVIN J. DUNWORTH