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                                                                 EXHIBIT 10.49

                      ASSIGNMENT AND ASSUMPTION AGREEMENT


                 This ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of January
31, 1997 by and between USL CAPITAL CORPORATION, a Delaware corporation ("USL
Capital"), and AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP ("Airlease").

                               W I T N E S E T H

                 WHEREAS, USL Capital, Airlease and Taurus Trust Company, Inc.
(formerly Trust Company for USL, Inc.) are party to that certain Trust
Agreement dated as of August 15, 1988 (the "Trust Agreement") as more
particularly described on Annex 1 attached hereto;

                 WHEREAS, pursuant to that certain Asset Purchase Agreement
dated as of January 31, 1997 by and between USL Capital and Airlease (the
"Agreement"), USL Capital desires to transfer to Airlease, and Airlease desires
to acquire from USL Capital, that certain trust certificate (the "Certificate")
evidencing a 50% interest in the trust estate under the Trust Agreement and USL
Capital's interest in the Trust Agreement and all agreements ancillary to the
Trust Agreement (the "Related Agreements");

                 WHEREAS, Article XIV of the Trust Agreement provides that USL
Capital may sell or otherwise transfer its interest in the Trust Agreement and
the Related Agreements, provided that the requirements of said Article XIV have
been complied with; and

                 WHEREAS, in order to effect such transfer, Article XIV of the
Trust Agreement requires an agreement to the following effects.

                 NOW THEREFORE, in consideration of the transfer contemplated
hereby and other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, USL Capital and Airlease do hereby agree as
follows:

                 1.  USL Capital assigns and transfers to Airlease, and
Airlease accepts the assignment and transfer of (the "Assignment"), all of USL
Capital's right, title and interest in, to and under the Certificate, the Trust
Agreement the Related Agreements and the Books and Records (as such term is
defined in the Agreement) relating to the Transaction (as such term is defined
in the Agreement), and Airlease assumes and undertakes to perform any and all
of USL Capital's liabilities or obligations of any kind or nature, whether
absolute contingent, accrued, known or unknown, due or to become due, or
recourse or nonrecourse (the "Liabilities") arising thereunder (except to the
extent that any such Liability shall have accrued, or shall arise from facts or
circumstances occurring, on or before the date hereof).  USL Capital represents
that its right, title and interest in, to and under the Certificate, Trust
Agreement and




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Related Agreements are free and clear of all liens, encumbrances or any
interests of any third party (excepting any liens permitted under the Lease (as
such term is defined in the Trust Agreement)).

                 2.  Airlease shall henceforth be deemed to be a party to the
Trust Agreement and the Related Agreements to which USL Capital is a party and
agrees to be bound by their terms.

                 3.  Airlease hereby represents and warrants that the
Assignment will not cause an Owner Participant Event of Default (as defined in
the Trust Agreement).

                 4.  This Assignment and Assumption Agreement shall be governed
by and construed in accordance with the laws of the State of California.

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                 IN WITNESS WHEREOF, USL Capital and Airlease have caused this
Assignment and Assumption Agreement to be executed as of the date first above
written.

                                  USL CAPITAL CORPORATION,
                                  a Delaware corporation



                                  By:    /s/ F. Bruce Kulp

                                  Name:  F. Bruce Kulp

                                  Title: Chairman and Chief Executive Officer


                                  AIRLEASE LTD., A CALIFORNIA LIMITED
                                  PARTNERSHIP

                                  By:    AIRLEASE MANAGEMENT SERVICES, INC.,
                                         its General Partner



                                  By:    /s/ David B. Gebler

                                  Name:  David B. Gebler

                                  Title: Chairman



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                                                                         Annex 1
                                          to Assignment and Assumption Agreement



                         Description of Trust Agreement

                 Trust Agreement dated as of August 15, 1988 between Taurus
Trust Company (formerly known as Trust Company for USL, Inc.), as trustee, and
Airlease Ltd., a California Limited Partnership, and USL Capital Corporation,
as beneficiaries.