SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
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         THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT  ("Amendment") is entered
into as of July 16, 1997, between The FINOVA Group Inc., a Delaware  corporation
("Company") and Samuel L. Eichenfield ("Executive").

         WHEREAS,  the  Company and  Executive  entered  into an (i)  Employment
Agreement as of the 16th day of March,  1996 and (ii)  Amendment  to  Employment
Agreement as of December 31, 1996 (collectively the "Employment Agreement"), and

         WHEREAS,  the Company has requested  this  Amendment to the  Employment
Agreement  to extend  the  retention  effects  of the  Employment  Agreement  by
providing for deferral and risk of forfeiture of future payments,  if any, under
the CEO Value Sharing Plan, and

         WHEREAS,  on July 16, 1997,  the Company's  Human  Resources  Committee
authorized this Amendment on the terms hereinafter set forth.

         NOW,  THEREFORE,  in consideration of the mutual covenants contained in
the Employment  Agreement and this Amendment,  the Company and Executive  hereby
agree to amend  the  Employment  Agreement  by adding a new  paragraph  4.(g) as
follows:

                           (g) (i) Notwithstanding  Section 4.(d) and (f) above,
by execution of this  Amendment  Executive  hereby elects to defer any remaining
payment due  Executive  as a result of  achieving  the final stock price  hurdle
under  this  Section  4.  Receipt  of such  payment,  if and when due,  shall be
deferred  until  the day  following  Executive's  death,  disability  or  normal
retirement  at age 65. If and when  payable,  such amount,  including any income
with respect thereto, shall be distributed to Executive in a lump sum.

                           (ii) The payment deferred hereunder shall be adjusted
to reflect  income or losses  during  the  deferral  period  based on the actual
performance  of the  investment  vehicles  elected by  Executive  at the time of
execution of this  Amendment  from the list of investment  vehicles set forth on
Schedule  4(g) attached  hereto.  Executive  may change the  investment  vehicle
election from among those  investment  vehicles listed on Schedule 4(g), as well
as the  allocation  among  those  investment  vehicles,  prospectively  no  more
frequently  than every 12 months.  Any Treasury Note election may not be changed
prior to its maturity.  The initial  allocation among investment  vehicles shall
occur on or before the date the final stock price hurdle under this Section 4 is
achieved.  Company may reserve for and invest in investment vehicles selected by
Executive  or  any  other  investments  as it  deems  appropriate  in  its  sole
discretion to provide for its obligations to Executive under this deferral plan.
Executive shall have no interest,
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whatsoever,  in any such  reserves  or  investments.  No fund or trust  shall be
established to provide  payments under this deferral plan it being the intent of
the parties that this  deferral  plan shall be unfunded for tax purposes and for
the  purposes  of Title I of ERISA.  The rights of  Executive  and any person or
beneficiary  claiming  by or through  Executive  under this  deferral  plan with
respect to deferred  payments are those of a general  creditor  only in that the
plan  constitutes only an unsecured  promise to pay Executive in the future.  In
the event  Executive  dies prior to  receiving  all  payments  due, the Company,
within 30 days after Executive's death, shall pay his beneficiary, designated in
writing by Executive to receive the balance of such  payments due, or his estate
in the event no such  designation has been made. The rights of Executive and any
person or beneficiary  claiming by or through Executive are not subject to sale,
transfer, anticipation,  encumbrance, attachment, assignment, alienation, pledge
or   garnishment   by  creditors   of  Executive  or  such  other   persons  and
beneficiaries.

                           (iii)  The   adjustment   to  the  payment   deferred
hereunder  for income or losses  referred to in  subsection  (ii) above shall be
limited  to  guarantee  Executive  an annual  return of not less than 10% on the
deferred principal and accrued interest balance as of December 31 each year. The
guaranteed  minimum  shall  not be  applicable  to any fixed  income  investment
vehicle designated by Executive.  If the deferred amount is initially accrued or
finally  distributed  during the year,  such guaranteed  return,  if applicable,
shall be prorated  from the initial  accrual  date or to the final  distribution
date.

                           (iv) No amount  deferred  shall be paid to  Executive
and  Executive  shall  forfeit to the Company all his interest in such amount if
Executive voluntarily terminates his employment with the Company prior to normal
retirement at age 65 or if Executive is  involuntarily  terminated  for Cause as
defined in the Employment Agreement.

                           (v) Any amount  deferred  hereunder shall be promptly
paid to Executive upon a Change of Control as defined in the Company's Change in
Control Chief Executive Officer Value Sharing Plan.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Amendment  to be
executed as of the day and year set forth above.


ATTEST:                                         The FINOVA Group Inc.

By:/s/ W. J. Hallinan                          By: /s/ William C. Roche
   -------------------                            -----------------------
       Secretary                                   Senior Vice President


                                                /s/ Samuel L. Eichenfield
                                               ---------------------------------
                                                    Samuel L. Eichenfield

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                                 SCHEDULE 4.(g)


Treasury Notes of any maturity specified on the date of election
Vanguard Index 500
Vanguard Index Total Stock Market
Vanguard Index International

Harbor Capital Appreciation
Dreyfus Appreciation

Lexington Corporate Leaders
Selected American
Strong Schafer Value
Oakmark

PBHG Growth
Kaufman

Longleaf Partners
Tweedy, Brown American Value
Acorn International
Janus Overseas