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                                 EXHIBIT 10.1.1

                                   AMENDMENT


         THIS AMENDMENT, made this 16th day of September, 1996, by and among
SABRATEK CORPORATION, a Delaware corporation, with offices at 5601 West Howard
Street, Niles, Illinois, 60714 ("Sabratek") and AMERICORP FINANCIAL, INC., a
Michigan corporation, with offices at 20300 West Twelve Mile Road, Suite 202,
Southfield, Michigan 48076 ("AFI"),

         WHEREAS, Sabratek and AFI entered into an agreement dated March 22,
1995 whereby Sabratek engaged AFI to provide leasing services to Sabratek's
equipment leasing customers (the "Agreement"); and

         WHEREAS, the parties desire to amend certain terms of the Agreement.

         NOW THEREFORE, in consideration of the mutual promises and the
covenants herein contained, the parties, intending to be legally bound, agree
to amend Paragraph 5 of the Agreement to read as follows:

         5.  Repurchase Obligation.  A.  The term "Customer" or "customer"
shall, for all purposes of this Agreement, include all customers of Sabratek or
any of its distributors and the obligations of Sabratek contained in this
Agreement, and expressly as contained in Paragraph 5 hereof, shall apply
whether AFI has purchased the Equipment from Sabratek or any distributor of
such Equipment.

         B.  In the event that any customer defaults on a lease agreement
between it and AFI, and such default continues for a period of one hundred
twenty (120) days, Sabratek shall either (i) purchase the subject lease and
equipment at the "Repurchase Price" (as defined below) or (ii) arrange for a
substitute lease agreement of comparable value which is reasonably acceptable
to AFI, Sabratek's purchase obligation as set forth above shall be satisfied
within ten (10) days of written notice of a Customer default from AFI to
Sabratek, which notice shall be deemed given five (5) business days following
the deposition by AFI of such notice in the United States Mail, postage
prepaid, certified mail, return receipt requested, or at Sabratek's option,
within sixty (60) days of such written notice, provided that Sabratek pays to
AFI all past due lease payments with respect to such defaulted lease within ten
(10) days of written notice of Customer default and pays to AFI all lease
payments with respect to such defaulted lease coming due within said sixty (60)
day period.  The Repurchase Price shall be equal to the total remaining lease
payments due under the term of the lease agreement, discounted by the Rule of
78's, plus any related expenses which may be required by applicable law, on the
same basis as used by AFI's lender, together with the residual value of the
equipment as stated on AFI's books.

         Sabratek's repurchase obligation hereunder is limited to the greater
of (a) Three Hundred Thousand ($300,000) or (b) twenty percent (20%) of the
outstanding balances (as determined and as provided in this Paragraph) of all
outstanding leases of AFI to Customers referred under this Agreement computed
from time to time as of the date of each of AFI's notices of default to
Sabratek.  In any event, the computation of outstanding balances hereunder
shall not include, and Sabratek's repurchase obligation shall not apply to,
Customers who meet all of the following criteria when the lease agreement is
entered into:

         (1)         Minimum Positive Retained Earnings of at lease Five Million
Dollars ($5,000,000);

         (2)         Positive Net Income for Last Three Years; and

         (3)         Debt of Worth Ratio less than 5 to 1.

         All other terms and conditions of the Agreement as previously executed
         shall remain in full force and effect.

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


WITNESS:                                           SABRATEK CORPORATION


                                                   By: /s/ Scott Skooglund
-------------------------                              ------------------------





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                                                   Its: Vice President Finance


                                                   AMERICORP FINANCIAL, INC.


_______________________________                    By: /s/ Thomas X. Dunigan
                                                       ---------------------

                                                   Its: President


This Outstanding Agreement is made part of the Agreement dated March 22, 1995
and amended September 16, 1996 by and between Sabratek Corporation as
"Sabratek" and Americorp Financial, Inc. as "AFI".

WHEREAS, Sabratek's repurchase obligation hereunder is limited to the greater
of:  A. Three Hundred Thousand ($300,000.00); or B. twenty percent (20%) of the
outstanding balances of all outstanding leases to customers of Sabratek, and

WHEREAS, AFI agrees that as of September 16, 1996, Sabratek's outstanding
"leases" to customers of Sabratek shall be limited to the following
transactions:


<TABLE>
<CAPTION>
                                                                                               Repurchase
                                           Original         Remaining        Original          Value as of
                                             Term             Term            Costs           Sept. 16, 1996
                                           --------         --------         -------          --------------
<S>                                            <C>             <C>         <C>                  <C>
Evocare, Inc.                                  38              38          $104,000.00          $104,000.00
Homecare Management                            36               5             9,313.00             1,746.00
Homecare Management                            36              12             8,985.00             3,853.00
Long Island IV & Nutrition                     36              11             5,408.00             2,270.00
S.N.I. Home Care                               36               9             4,750.00             1,581.00
Discount Pharmacy                              36              36            35,400.00            36,506.25
Fox Chase Center                               30               6            27,000.00             4,752.84
Pharmacy Corp. of America                      36              34            99,000.00            94,892.63
Infusion Therapy Supply                        36               7             8,394.00             2,201.08
                                                                                                -----------
                                                                                                $251,802.80
                                                                                                -----------
</TABLE>

All other lease transactions funded by AFI prior to September 16, 1996 and not
listed above shall be excluded from the computation of the outstanding lease
balances and repurchase obligation.

This Outstanding Agreement shall only apply to transactions funded before
September 16, 1996 and at no time thereafter unless amended in writing and
signed by both parties.


Sabratek Corporation                          Americorp Financial, Inc.

By: /s/ Scott Skooglund                       By: /s/ Thomas X. Dunigan
    ---------------------                         ---------------------

Its: Vice President Finance                   Its: President




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