EMPLOYMENT AGREEMENT


     THIS  AGREEMENT  is made as of  October  24,  1996  between  Trans  Leasing
International,  Inc., a Delaware  corporation  (the  "Company"),  and Michael J.
Heyman ("Executive").

     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 the date hereof (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 President and
Chief Operating Officer of the Company and shall render such  administrative and
other executive and managerial  services to the Company and its  Subsidiaries as
the Company's board of directors (the "Board"), its Chairman of the Board or its
Chief Executive Officer may from time to time direct.

     (b) Executive shall report to the Board and the Chief Executive  Officer 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.   Notwithstanding  the  foregoing,  it  is  mutually  acknowledged  that
Executive  owns a  substantial  interest in Moksha  Worldwide,  Inc.  and Heyman
Corporation and mutually agreed that Executive may spend minimal amounts of time
consulting with those companies.

     (c)  For  purposes  of  this  Agreement,   "Subsidiaries"  shall  mean  any
corporation  of which the  securities  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 $225,000
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:
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          (i) participation in all of theCompany'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's  bonus  plan,  stock  option  plans and fully paid group  medical
     benefits program;

          (ii) twenty (20)  personal days (which shall include all vacation days
     and sick days) each year with salary; and

          (iii) use of an automobile,  a 1997 BMW 540i or comparable as approved
     by the  Chief  Executive  Officer  of the  Company,  owned or leased by the
     Company or a Subsidiary  together with reimbursement of reasonable expenses
     incurred in its operation,  including  insurance,  maintenance and gas, and
     Executive shall be entitled to a new vehicle every three years.

     (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.

          4. Termination.

     (a) The initial term of the Employment  Period (the "Initial Period") shall
commence  on the  Employment  Date and  shall  end on third  anniversary  of the
Employment  Date;  provided,  however,  that the Employment  Period shall extend
automatically  for one-year  periods  (each a "Renewal  Period")  following  the
Initial  Period  and any  Renewal  Period  then in effect  (the  Initial  Period
together  with any  Renewal  Periods is herein  referred  to as the  "Employment
Period") unless either party shall give the other party, prior to 90 days before
the end of the  Initial  Period or the Renewal  Period  then in effect,  written
notice of its  intention to terminate the  Employment  Period at the end of such
period; and provided further that (i) the Employment Period shall terminate 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.

<PAGE>

     (b) If the  Employment  Period is terminated by the Company  without Cause,
Executive shall be entitled to receive severance payments in an aggregate amount
equal to: (i) his Base Salary as of the date of termination,  payable over a one
year period,  if the  Employment  Period is  terminated on or prior to the first
anniversary  of the  Employment  Date,  (ii) two times his Base Salary as of the
date of termination, payable over a two year period, if the Employment Period is
terminated  following the first but on or prior to the second anniversary of the
Employment  Date,  and (iii) three times his Base  Salary,  payable over a three
year period (such one-year,  two-year or three-year  period,  as applicable,  is
herein referred to as the "Post Employment Period"), if the Employment Period is
terminated at any time following the second  anniversary of the Employment Date,
in each case (i), (ii) and (iii), in regular installments in accordance with the
Company's 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 by the Company for Cause or is
terminated  pursuant  to clause  (a)(i)  above,  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 or the
Chief  Executive  Officer,  (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,  in each case (ii)  through  (v),  which is not cured
within 15 days after written notice thereof to Executive.

     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.
<PAGE>


     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 (i) the Employment  Period and (ii) the longer of (A) one year thereafter
and (B) the Post Employment Period, if any, (together, 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
the equipment leasing business within any geographical area in which the Company
or its  Subsidiaries  engage in such business as of the date of this  Agreement.
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.

     (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.
<PAGE>

     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:

        Michael J. Heyman
        361 Park Avenue
        Glencoe, IL  60022

        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.

                                    
<PAGE>

     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.

     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.

                                    * * * * *

<PAGE>

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


                                              TRANS LEASING INTERNATIONAL, INC.



                                              By __________________________
                                              Its _________________________







                                              _____________________________
                                              MICHAEL J. HEYMAN