FIRST AMENDMENT OF SUBLEASE

This AMENDMENT dated as of December 26, 1995 between New York Telephone
("SUBLESSOR"), a New York corporation having a principal office at 1095 Avenue
of the Americas, New York, New York 10036 and Command Credit Corp.,
("SUBLESSEE"), a New York corporation having an office at 100 Garden City Plaza,
Garden City, New York, 11530.

                              W I T N E S S E T H

WHEREAS, SUBLESSOR and SUBLESSEE entered into a Sublease dated October 10, 1993
(the "Sublease") for certain premises located at 100 Garden City Plaza, Garden
City, New York, and more particularly described in the Sublease.

WHEREAS, Sublessor and Sublessee agreed to enter into this Sublease Amendment
setting forth the matters contained herein;

NOW, THEREFORE, in consideration of the covenants contained hereinafter,
Sublessor and Sublessee hereby agree as follows:

                                   Article 1

From and after December 26, 1995, Article One of the Sublease (DEMISE AND TERM)
shall hereby be amended to increase the rentable square footage from 9,471 to
11,471 rentable square feet of floor space on the second floor of the building
known as 100 Garden City, New York (the "Building") as shown on Exhibit A
attached hereto.

                                   Article 2

From and after December 26, 1995, Article 2 of the Sublease (RENT) is hereby
amended so that Subtenant shall pay rent (hereinafter called "the rent") to
Sublessor at the following rate:

$172,065 per annum from February 26, 1996 to and including December 30, 1999.

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                                   Article 3

Article 20 of the Sublease RENT ABATEMENT shall be amended to add that the
Subtenant shall not be obligated to pay rent for the expansion space from the
commencement date through February 25, 1996.

                                   Article 4

Article 22 of the Sublease BROKERAGE shall be amended to stipulate that with
regard to the expansion space, the Sublessee warrants that it has not dealt with
any broker and holds the Sublessor harmless from any claims for a commission
due with regard to this Amendment.




                                   Article 5

Security Deposit - Upon Commencement of the Lease Tenant will deposit with
Landlord the sum of $5,000 as security for the faithful performance and
observance by Tenant of the terms, provisions and conditions of this Lease. If
Tenant defaults in respect of any of the terms, provisions and conditions of
this Lease, including, but not limited to, the payment of Rent, Landlord may
use, apply or retain the whole or any part of the security so deposited to the
extent required for the payment of any Rent or any other sum as to which Tenant
is in default or for any sum which Landlord may expend or may be required to
expend by reason of Tenant's default in respect of any of the terms, covenants
and conditions of this lease, including, but not limited to, any damages or
deficiency in the reletting of the premises, whether such damages or deficiency
accrued before or after summary proceedings or other reentry by Landlord. If
Tenant shall fully and faithfully comply with all of the terms, provisions,
covenants and conditions of this Lease, the security shall be returned to Tenant
after the date fixed as the end of the Lease and after delivery of entire
possession of the Premises to Landlord. In the event of an assignment of
Sublessor's interest under the Main Lease, Sublessor shall have the right to
transfer the security to the Assignee and Landlord shall thereupon be released
by Tenant from all liability for the return of such security; and Tenant agrees
to look to the new Landlord solely for the return of said security, and the
provisions hereof shall apply to every transfer or assignment made of the
security to a new landlord. Tenant further covenants that it will not assign or
encumber or attempt to assign or encumber the monies deposited herein as
security and that neither Landlord nor its successors or assigns shall be bound
by any such assignment, encumbrance, attempted assignment or attempted
encumbrance.

                                      -2-
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This Sublease Amendment is hereby incorporated into the Sublease and shall
become a part of it. In all other respects the Sublease shall remain in full
force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the date first above written.

                                        SUBLESSOR
                                        NEW YORK TELEPHONE
                        
                                        By: /s/ JEANNE VAN BERGEN
                                            Name:  Jeanne Van Bergen
                                            Title: Area Operations Manager

                                         
                                        SUBLESSEE
                                        COMMAND CREDIT CORP.

                                        By: /s/ WILLIAM G. LUCAS
                                            Name: William G. Lucas
                                            Title: President & CEO