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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K/AAMENDMENT NO. 1

|ý                                                        | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|-------------------------------------------------------- | ------------------------------------------------------------------------------------
|For the fiscal year ended DECEMBER 31, 2002(As restated)
|or                                                      
|o                                                        | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-11618

HPSC, INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)         |  | 04-2560004(IRS Employer Identification No.)
|------------------------------------------------------------------------------ |  | -------------------------------------------
|60 STATE STREET, BOSTON, MASSACHUSETTS(Address of principal executive offices) |  | 02109(Zip Code)                            

Registrant's
telephone number, including area code:(617) 720-3600

Securities registered pursuant to section 12(b) of the Act: NONE

Securities registered pursuant to section 12(g) of the Act:

Title of Class

Name of Exchange
on which RegisteredCOMMON STOCKPAR VALUE
$.01 PER SHARE

American Stock Exchange


Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ý    NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any other amendment to this
Form 10-K.

YES ý    NO o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

YES o    NO ý

The aggregate market value of the voting stock held by non-affiliates of the registrant was $22,846,502 at March 24, 2003 representing
3,195,315 shares.

The
number of shares of common stock, par value $.01 per share, outstanding as of March 24, 2003 was 4,134,254.

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EXPLANATORY NOTE

This Form 10-K/A amends the Registrant's annual report on Form 10-K for the year ended December 31, 2002 as filed on
March 31, 2003 and is being filed to reflect the restatement of the Registrant's Consolidated Financial Statements included therein due to re-examination of the Company's off
balance sheet subsidiary structure. See Note P to the consolidated financial statements in the Company's Annual Report to Shareholders for further discussion of this matter. Each item of the
2002 Form 10-K that was affected by the restatement has been amended and restated. Additionally, an event subsequent to the filing of the Form 10-K, which is
unrelated to the above mentioned matter, has been added in Note O. No attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the
original Form 10-K except as required to reflect the effects of the restatement.

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DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Annual Meeting of Stockholders held May 15, 2003 (the "2003 Proxy Statement") are incorporated by reference into
Part III of this annual report on Form 10-K/A.

The
2003 Proxy Statement, except for the parts therein which have been specifically incorporated by reference, shall not be deemed "filed" as part of this annual report on
Form 10-K/A.

Portions
of the Company's 2002 Annual Report to Shareholders, as restated (the "2002 Annual Report") are incorporated by reference into Parts I, II and IV of this annual report on
Form 10-K/A.

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PART I

Item 1.BUSINESS

GENERAL

HPSC, Inc. ("HPSC" or the "Company") is a specialty finance company engaged primarily in financing licensed healthcare providers throughout the United
States. HPSC was incorporated in Delaware 1975 under the name Healthco Professional Services Corporation. On April 25, 1983, the Company changed its name to HPSC, Inc. A majority of the
Company's revenues comes from its financing of equipment and other healthcare practice related expenses. Through its wholly-owned subsidiary, American Commercial Finance Corporation ("ACFC"), the
Company also provides asset-based lending to commercial and industrial businesses, principally in the eastern United States. New originations at ACFC were discontinued in 2002 and the Company is
currently winding down the portfolio. The Company periodically sells leases and notes in its securitization facilities and to various banks.

HPSC
provides financing, in the form of leases and notes due in installments, to the dental, ophthalmic, chiropractic, optometry, veterinary, podiatry and other medical and healthcare
professions. At December 31, 2002, approximately 97% of the Company's consolidated net investment in leases and notes consisted of financing contracts with licensed healthcare professionals.
Approximately 70% of these leases and notes are for equipment financing while approximately 30% relate to practice financing, leasehold improvements, office furniture, working capital and supplies.
HPSC competes in the portion of the healthcare finance market where the size of the transaction is $250,000 or less, sometimes referred to as the "small-ticket" market. The average size of an
obligor's original obligation to the Company under a contract originated by the Company in 2002 was approximately $40,000. The Company's finance and lease agreements are non-cancelable and
provide for a full payout at a fixed interest rate over a term of 12 to 84 months. The Company markets its financing services to healthcare providers in a number of ways, including direct
marketing through trade shows, conventions, advertising, cooperative arrangements with equipment vendors, and through its sales staff located in 22 offices throughout the United States.

At
December 31, 2002, the net investment of owned and managed financing contracts in the licensed professional financing segment was $743 million, consisting of more than
24,600 active contracts with approximately 16,100 customers. Licensed professional financing contract originations were $308 million, $250 million, and $242 million, for the years
ended December 31, 2002, 2001 and 2000, respectively.

The
remaining 3% of the Company's portfolio consists of notes receivable due to ACFC and progress payment notes receivable due to HPSC. The notes to ACFC ($12,826,000 at
December 31, 2002) consist of secured, asset-based, revolving lines of credit of $4 million or less to small and medium-sized manufacturers and distributors, at variable interest rates.
Advances on a revolving loan generally do not exceed 80% of a borrower's eligible accounts receivable or 50% of the value of active inventory. ACFC loans, which typically have terms of two to three
years, are "fully followed", which means ACFC receives daily settlement statements of its borrower's accounts receivable and receives daily collections into ACFC controlled collection accounts. On
December 31, 2002, ACFC sold five revolving loans to a third party. At the time of the sale, the loans had a net book value of $7,426,000. The progress payment notes receivable due to HPSC
($6,525,000 at December 31, 2002) relate to progress payments made for construction or leasehold improvements in advance of the borrower's executing a lease or finance agreement with the
Company. These demand notes are secured by a blanket lien on all the assets of the licensed healthcare professional's practice.

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BUSINESS STRATEGY

The Company's strategy is to expand its business and enhance its profitability by (i) maintaining its strong position in the small-ticket dental equipment
market while increasing its share of other medical related small-ticket equipment financing markets; (ii) diversifying the Company's revenue stream by increasing its financing of acquisitions
of healthcare practices; (iii) emphasizing superior service to vendors and customers; (iv) increasing its direct sales and other marketing efforts; (v) maintaining and increasing
its access to low-cost capital while managing interest rate risks; (vi) continuing to manage effectively its credit risks; and (vii) capitalizing on information technology to
increase productivity and enable the Company to manage a higher volume of financing transactions.

INDUSTRY OVERVIEW

The equipment financing industry in the United States includes a wide variety of sources for financing the purchase or lease of equipment, ranging from specialty
financing companies, which concentrate on a particular industry or financing technique, to large banking institutions, which offer a full array of financial services.

The
medical equipment finance industry includes two distinct markets, generally differentiated based on equipment price and type of healthcare provider. The first market, in which the
Company currently does not compete, is financing of equipment generally priced over $250,000, which is typically sold to hospitals and other institutional purchasers. Because of the size of the
purchase, long sales cycle, and number of financing alternatives available to these types of customers, their choice among financing alternatives tends to be based primarily on cost of financing. The
second market, in which the Company does compete, is the financing of lower-priced or "small-ticket" equipment, where the price of the financed equipment is generally $250,000 or less. Much of this
equipment is sold to individual healthcare practitioners or small group practices, including dentists, ophthalmologists, physicians, chiropractors, veterinarians and other healthcare providers. The
Company focuses on the small-ticket market because it is able to respond in a prompt and flexible manner to the needs of individual customers. Management believes that purchasers in the small-ticket
healthcare equipment market often seek the value-added sales support and ease of conducting business that the Company offers.

Although
the Company primarily focuses its business on equipment financing to licensed professionals, it continues to expand its financing of healthcare practice acquisitions. Practice
finance is a specialized segment of the finance industry, in which the Company's primary competitors are banks. Practice finance is a relatively new business opportunity for financing companies such
as HPSC. It has developed as the sale of healthcare professional practices has increased. HPSC typically finances between 70% and 100% of the cost of the practice being purchased.

HEALTHCARE PROVIDER FINANCING

Terms and Conditions

The Company's business consists primarily of the origination of equipment financing contracts through which the Company finances healthcare providers' acquisition
of equipment as well as leasehold improvements, working capital and supplies. The contracts are either finance agreements (notes) or leases, and are non-cancelable. The contracts are full
payout contracts and provide for scheduled payments sufficient, in the aggregate, to cover the Company's costs, and to provide the Company with an appropriate return on its investment. During 2002,
approximately 80% of the contracts originated by the Company were finance agreements (77% for 2001) while the remaining 20% were leases (23% for 2001). The Company provides its leasing customers with
an option to purchase the equipment at the end of the lease, generally for 10% of its original cost. In the past, the majority of lessees have exercised this option. The terms of the Company's leases
and notes range from 12 to 84 months, with a weighted-average original term of 66 months for originations for the year ended December 31, 2002.

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All
of the Company's equipment financing contracts require the customer to: (i) maintain, service and operate the equipment in accordance with the manufacturer's and
government-mandated procedures, and (ii) make all scheduled contract payments regardless of the performance of the equipment, without setoff. Substantially all of the Company's financing
contracts provide for payments due monthly for the term of the contract. In the event of default by a customer, the financing contract provides the Company with the rights afforded to creditors under
law, including the right to repossess the underlying equipment and in the case of a legal proceeding arising from a default, to recover damages and attorneys' fees. The Company's equipment financing
contracts provide for late fees and service charges to be applied on overdue payments.

Although
the customer has the full benefit of the equipment manufacturers' warranties with respect to the equipment it finances, the Company makes no warranties to its customers
regarding the equipment. In addition, the financing contract obligates the customer to continue to make contract payments regardless of any defects in the equipment. Under a financing agreement
(note), the customer holds title to the equipment and the Company has a lien on the equipment to secure the loan; under a lease, the Company retains title to the equipment. The Company has the right
to pledge or sell any financing contract without the consent of the customer.

Since
1994, the Company has originated a total of approximately 1,410 practice finance loans aggregating approximately $241 million in financings. The term of a practice finance
loan generally ranges from 72 to 84 months, with an average original balance of approximately $235,000 for 2002. During 2002, approximately 19% of HPSC's total healthcare originations consisted
of practice finance loans. Management believes that its practice finance business contributes to the diversification of the Company's revenue sources and earns HPSC substantial goodwill among
healthcare providers. All practice finance inquiries received by the Company are referred to the Boston office for processing.

The
Company solicits business for its practice finance services primarily by advertising in trade magazines, attending healthcare conventions, working with practice brokers, and by
directly approaching potential purchasers of healthcare practices. The majority of the healthcare practices financed by the Company to date have been dental practices. The Company has also financed
the purchase of professional practices of chiropractors, ophthalmologists, general medical practitioners, optometrists, opticians, podiatrists, and veterinarians.

Customers

The primary customers for the Company's financing contracts are healthcare providers, including dentists, ophthalmologists, other physicians, chiropractors and
veterinarians. As of December 31, 2002, no single customer (or group of affiliated customers) accounted for more than 1% of the Company's healthcare finance portfolio. The Company's customers
are located throughout the United States, with a higher concentration in heavily populated states such as California, Florida, Texas, Illinois and New York.

Realization of Residual Values on Equipment Leases

Since 1997, the Company has realized in excess of 97% of the residual value of equipment covered by leases that run to maturity. The continued growth in the
Company's equipment lease portfolio has resulted in increases in the aggregate amount of recorded residual values on the Company's balance sheet. As of December 31, 2002, substantially all of
the Company's leasing portfolio and associated residual values are scheduled to expire by the year 2009. Realization of such residual values depends on factors not within the Company's control, such
as the condition of the equipment, the cost of comparable new equipment and the technological or economic obsolescence of the equipment. Although the Company has historically received a majority of
its recorded residual values, there can be no assurance that this realization rate will continue.

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Government Regulation and Healthcare Trends

The majority of the Company's present customers are healthcare providers. The healthcare industry is subject to substantial federal, state and local regulation.
In particular, federal and state governments have enacted laws and regulations designed to control healthcare costs, including mandated reductions in fees for the use of certain medical equipment and
fixed-price reimbursement systems, where the rates of payment to healthcare providers for particular types of care are fixed in advance of actual treatment.

Major
changes have occurred in the United States healthcare delivery system, including the formation of integrated patient care networks (often involving joint ventures between hospitals
and physician groups), as well as the grouping of healthcare consumers into managed-care organizations sponsored by insurance companies and other third parties. Moreover, state healthcare
initiatives have significantly affected the financing and structure of the healthcare delivery system. These changes have not had a material adverse effect on the Company's business, but the effect of
any changes on the Company's future business cannot be predicted.

ASSET-BASED LENDING

ACFC makes asset-based loans, generally $4 million or less, to commercial and industrial companies, primarily secured by accounts receivable, inventory and
equipment. ACFC typically makes accounts receivable loans to borrowers that can obtain traditional bank financing. ACFC takes a security interest in all of the borrower's assets and monitors
collection of its receivables. Advances on a revolving loan generally do not exceed 80% of the borrower's eligible accounts receivable. ACFC also makes inventory
loans, generally not exceeding 50% of the value of the customer's active inventory, valued at the lower of cost or market value.

During
2002, ACFC ceased originating new loans. On December 31, 2002, ACFC sold five revolving loans to a third party. At the time of the sale, the loans had a net book value of
$7,426,000. The Company received proceeds of $6,683,000, plus accrued and unpaid interest to the date thereon, and incurred a pre-tax loss of $743,000.

CREDIT AND ADMINISTRATIVE PROCEDURES

The Company processes all credit applications, and monitors all existing contracts at its corporate headquarters in Boston, Massachusetts. HPSC "hand" underwrites
all transactions (i.e. no credit scoring programs) and designates review and credit authority levels to individual underwriters, based upon their level of experience and history with the Company. The
Company's credit procedures require the review, verification and approval of a potential customer's credit file, accurate and complete documentation, delivery of equipment and verification of
installation by the customer, and correct invoicing by the vendor. When a sales representative receives a credit application from a potential obligor, he or she enters the data into the Company's
computer system. The Company's credit requirements include an acceptable personal payment history and minimum credit rating scores based on several credit reporting agency models. The credit of the
potential obligor is checked with one or more commercial credit reporting agencies, including Experian Inc., Equifax Inc., and Trans Union Corporation. Appropriate professional
organizations may be consulted regarding the obligor's professional status. In addition to an obligor's credit profile, information such as the equipment type and vendor may be considered. The type
and level of information and time required for a credit decision varies according to the nature, size and complexity of each transaction. In smaller, less complicated transactions, a decision can
often be reached within one hour; more complicated transactions may require up to three or four days. Once the equipment is shipped and installed, the vendor invoices the Company. The Company verifies
that the customer has received and accepted the equipment and obtains the customer's authorization to pay the vendor. Following this telephone

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verification,
the file is forwarded to the Company's accounting department for audit, booking and funding and to commence automated billing and transaction accounting procedures.

The
underwriting of commercial loan contracts for the financing of leasehold improvements, working capital or the acquisition or operation of professional practices requires more
extensive information than equipment financing, such as: the tax returns of both the buyer and the seller of a practice, a five page application, an application fee and a complete inventory of all
office and practice equipment. A financial analysis of the seller's practice is done to determine the adjusted cash flow available to support existing debt of the buyers as well as new practice
acquisition debt. Cash flow is generally discounted to account for reduced practice efficiency of the new buyer and potential patient loss that often occurs following a sale. The Company customizes
its advance rates and other terms based upon a variety of factors including type of practice, buyer specialty, geographic location, etc.

With
respect to lease transactions, the Company will generally require guarantees from the owners of corporate lessees. With respect to loan transactions, the Company will generally
require personal guarantees from owners of the obligor.

Timely
and accurate vendor payments are essential to the Company's business. In order to maintain its relationships with existing vendors and attract new vendors, the Company generally
makes payments to vendors for financing transactions within one day of authorization to pay from the customer.

Although
ACFC ceased originating new loans in 2002, ACFC's underwriting procedures for existing loans include an evaluation of the collectibility of the borrower's receivables pledged to
ACFC, including an evaluation of the validity of such receivables and the creditworthiness of the payors of such receivables. In some instances, ACFC also requires its customers to pay for credit
insurance with respect to its loans. The loan administration officer of ACFC is responsible for maintaining lending standards and for monitoring loans and underlying collateral. Before approving a
loan, ACFC examines the prospective customer's books and records and during the term of the loans, ACFC monitors its customer's operations as deemed necessary. Loan officers are required to rate the
risk of each loan made by ACFC and to update the rating upon receipt of financial statements from the customer or when 90 days have elapsed since the date of the last rating.

SERVICING

The Company fully services its equipment lease and loan portfolio. It provides both the personnel and system resources for set-up, billing,
collections, cash posting, customer service, accounting, tax compliance and all asset management and reporting functions. The Company also handles lien searches, Uniform Commercial Code filings and
preparation of sales, use and property tax returns.

As
of December 31, 2002, the Company employed eight people dedicated to servicing and collections, seven people dedicated to documentation, six customer service representatives
and four people in quality assurance.

COLLECTION POLICIES

The company has a centralized servicing operation at its Boston, Massachusetts headquarters office. Lockboxes are located at Fleet National Bank and are
administered pursuant to a multiparty escrow agreement. Customers are generally billed by invoice on the 17th day of the month prior to the next payment due date (all due dates are on
the first day of each month).

A
collection management report is generated each month that alphabetically sorts all 30, 60, and 90 day delinquencies. The Company begins collection on the 15th day
after the due date for all large balance delinquencies. Large balance delinquencies are handled by senior collectors. Ordinary accounts that are delinquent by 30 days are assigned to junior
collection representatives. Accounts that are delinquent by 60 days are assigned to senior collection representatives. If the account is 30 days past

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due,
a telephone call is made to the customer on the 31st day. If an account is 60 days past due, a default notice is sent to the customer. If the customer fails to respond to the
default notice, a repossession notice is sent. This notice advises the customer that unless payment arrangements are made, the equipment will be repossessed and sold at a private sale. A senior
collector handles all accounts that are ninety day delinquent in a final attempt to make payment arrangements. All unresolved delinquencies are referred to the Company's collection agency or
attorneys. These delinquent accounts are monitored by the Company's assistant manager and legal cases are handled by the assistant manager and the collection manager. The Company will attempt to
remove the asset from the obligor's premises voluntarily or through replevin prior to litigation. The Company generally is able to obtain voluntary surrender of equipment.

The
Company utilizes Western Union Phone Pay to enhance it collection activities. This product allows the Company to generate a check from an obligor at the Company's premises after
receiving the obligor's bank account number and ABA routing number. These custom encoded checks are applied to an obligor's account the day they are generated, eliminating both the time and expense
associated with a personal check.

In
addition, collectors utilize online contract information furnished by LeadTrac (the Company's proprietary origination tracking system) and real-time payment status
furnished by the LeasePlus Collection System. The LeasePlus System incorporates electronic comment and follow-up screens and reporting.

The
Company has also begun a campaign promoting direct debit of customer accounts. Such direct debits accelerate the collection process and have a presentation priority over paper items
(checks) when processed by the obligor's bank.

The
Company accepts major credit cards for obligor payments.

ALLOWANCE FOR LOSSES AND CHARGE-OFFS

The Company maintains an allowance for losses in connection with its financing contracts, which it deems sufficient to cover estimated uncollectible receivables
held in the Company's portfolio. Each quarter, the Company performs a detailed analysis of delinquent accounts to evaluate specific factors affecting the obligor's ability to pay. As part of the
analysis, the Company looks at the delinquency status of the customer, the fair value of the collateral, the current credit rating of the obligor, and the financial strength of guarantors, among other
factors. In addition, the Company takes into consideration the Company's historical loss experience and general economic conditions. There can be no assurance that this allowance will prove to be
adequate. Failure of the Company's customers to make scheduled payments under their financing contracts could require the Company to (i) make payments in connection with any recourse portion of
its borrowings relating to such contract, (ii) lose its residual interest in any underlying equipment or (iii) forfeit cash collateral pledged as security for the Company's asset
securitizations. In addition, any significant increase in losses or in the rate of payment defaults under the Company's financing contracts could adversely affect the Company's ability to obtain
additional funding, including its ability to complete additional asset securitizations.

To
manage credit risk, the Company has adopted underwriting and collection policies that are closely monitored by management. Additionally, the Company may be subject to limited recourse
from leases and notes receivable sold under certain securitization agreements. Such risk of loss is generally limited to the extent of the Company's retained interest in the leases and notes sold and
residual values related to equipment financed under equipment leases sold. Accounts are normally charged-off when future payments are deemed unlikely.

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A summary of activity in the Company's consolidated allowance for losses for each of the years in the three-year period ended December 31, 2002 is as follows:

|                           |  | 2002 |         | 2001 |   | 2000    |  
|-------------------------- |  | ---- | ------- | ---- | - | ------- | -
|
|Balance, beginning of year |  | $    | (15,359 | )    | $ | (14,170 | )
|Provision for losses       |  |      | (11,448 | )    |   | (9,409  | )
|Charge-offs                |  |      | 10,255  |      |   | 8,253   |  
|Recoveries                 |  |      | (348    | )    |   | (33     | )
|                           |  |      |         |      |   |         |  
|Balance, end of year       |  | $    | (16,900 | )    | $ | (15,359 | )
|                           |  |      |         |      |   |         |  

The
total gross contractual balances of delinquent leases and notes, both owned and managed by the Company, which were over 90 days past due was $27,973,000 at December 31,
2002 compared to $24,945,000 at December 31, 2001. An account is considered delinquent when not paid within 30 days of the billing due date.

FUNDING SOURCES

General

The Company's principal sources of funding for its financing transactions at December 31, 2002 were: (i) a revolving loan agreement with Foothill
Capital Corporation as Agent, providing borrowing availability of up to $60 million to HPSC (the "HPSC Foothill Revolver") and $20 million to ACFC (the "ACFC Foothill Revolver");
(ii) a securitized limited recourse revolving sale and loan credit facility with a wholly-owned, special-purpose subsidiary of the Company, HPSC Bravo Funding LLC ("Bravo"), with an aggregate
availability of $450 million (the "MBIA portion of the Bravo Facility"); (iii) a $20 million facility with ING Capital LLC, to provide additional liquidity of up to 3.75% of
financing contracts held in the MBIA portion of the Bravo Facility; (iv) a $527 million sale and loan term securitization with a remaining outstanding principal balance of
$230 million ("Equipment Receivables 2000-1"). Financing for the term securitization is provided through two wholly-owned, special-purpose subsidiaries of the Company, HPSC
Equipment Receivables 2000-1 LLC I ("ER 2000-1 LLC I") and HPSC Equipment Receivables 2000-1 LLC II ("ER 2000-1 LLC II"); (v) full recourse,
fixed-term loans and sales of financing contracts with savings banks and other purchasers; (vi) the Company's Senior Subordinated Notes issued in 1997; and (vii) the
Company's internally generated revenues.

$50
Million in availability under the HPSC Foothill Revolver expires in August 2005, with the remaining $10 million expiring in April 2003. The ACFC Foothill
Revolver expired in February 2003, was repaid and terminated. In November 2002, the HPSC Foothill Revolver was temporarily increased to $60,000,000 through January 24, 2003. On
January 31, 2003, the HPSC Foothill Revolver was further amended to temporarily increase availability from $50,000,000 to $60,000,000 through April 24,2003. The January 31, 2003
amendment also permits the Company to borrow up to $750,000 in the HPSC Foothill Revolver to finance the operations of its ACFC subsidiary. On February 5, 2003, the Company borrowed $276,000
under the HPSC Foothill Revolver for the purpose of paying off the remaining outstanding balance of the ACFC Foothill Revolver. The Company intends to seek permanent availability above $50,000,000
under the Foothill Revolver, but there can be no assurance it will be able to do so. If the Company can not obtain commitments above $50,000,000, the Company's ability to continue its historical
growth rates may be constrained.

On
January 29, 2003, the MBIA portion of the Bravo Facility was amended to temporarily increase availability to the Company from $450,000,000 to $525,000,000. The increased
liquidity expires upon the earlier to occur of either the completion by the Company of a new term securitization transaction or April 30, 2003. In addition, continued availability to the
Company under the Bravo Facility is contingent upon the Company's obtaining an additional securitization conduit facility with a third party

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(similar
in nature to the Bravo Facility). The amendment requires that the new conduit facility must be arranged by June 23, 2003 and must provide the Company with a line of availability of at
least $150,000,000.

The
MBIA and ING portion of Bravo Facility expires in June 2003. The Company intends to continue to utilize the Bravo Facility for a portion of its permanent financing
requirements. The Company expects that it will be able to renew the Bravo Facility. It is possible, however, that the Bravo Facility or the banks providing liquidity under the facility will not extend
their commitment. In addition, although the Company believes that it can arrange a new facility with a third party by June 2003, there can be no assurance it will be able to do so. If the Bravo
Facility is not renewed, the Facility may then be limited to the then existing outstandings and may not be available to the Company to provide future liquidity. If the liquidity banks terminate or
reduce their commitment, the Company will seek to replace the terminated or reduced amount, but there can be no assurance that the Company will be able to do so. If the Bravo Facility is unavailable,
the Company may be unable to conduct its business or may be unable to conduct its business at current levels.

Further
information regarding the Company's funding sources, including the effects of the restatement on such funding sources, is incorporated by reference from Notes C, D, and O of the
"Notes to Consolidated Financial Statements" at page 11 through 15 and 27, and "Management's Discussion and Analysis of Financial Condition" at Pages 32 through 41 of the 2002 Annual Report, as
restated.

In
order to finance future operations, the Company will seek to renew and/or obtain new liquidity facilities and may seek to raise additional equity or subordinated debt, but there can
be no assurance it will be able to do so.

INFORMATION TECHNOLOGY

The Company uses automated information systems and telecommunications capabilities to support its business functions, including accounting, taxes, credit,
collections, operations, sales, and marketing. The Company has developed and owns proprietary software designed to support several of these business functions. The Company has invested a significant
amount of time and capital in computer hardware and proprietary software. The Company's computerized systems provide management with accurate and up-to-date customer data which
strengthens the Company's internal controls and assists in its forecasting. These systems are used to generate monthly billing, portfolio
earnings recognition, collection histories, vendor analysis, customer reports and credit histories and other data useful in servicing customers and equipment suppliers. They are also used to provide
financial and tax reporting, internal controls and personnel training and management. The Company recently introduced an interactive website offering its customers advanced functionality and services,
and industry-specific information. The Company believes that its computer systems give it a competitive advantage by providing rapid contract processing and control over credit risk. These systems
permit the Company to offer a high level of customer service.

The
Company contracts with an outside consulting firm to provide information technology services. The Company's Boston office is linked electronically with all of the Company's other
offices. Each salesperson's laptop computer may also be linked to the computer systems in the Boston office, permitting a salesperson to respond to a customer's financing request or a vendor's
information request on a timely basis. Management believes that its investment in technology has positioned the Company to manage increased equipment financing volume.

COMPETITION

Healthcare provider financing is a highly competitive business. The Company competes for customers with a number of national, regional and local finance
companies, including those, like the

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Company,
which specialize in financing for healthcare providers. In addition, the Company's competitors include equipment manufacturers which finance the sale or lease of their own products, other
leasing companies and other types of financial services companies such as commercial banks and savings and loan associations. Although the Company believes that it currently has a competitive
advantage based on its excellent customer service, many of the Company's competitors and potential competitors possess substantially greater financial, marketing and operational resources than HPSC.
Moreover, the Company's future profitability may be directly related to the Company's ability to obtain capital funding at rates that are comparable to or better than the capital costs of its
competitors. The Company's competitors and potential competitors include many larger companies that have a lower cost of funds and access to capital markets and to other funding sources which may not
be available to the Company. The Company's ability to compete effectively for profitable equipment financing business will continue to depend upon its ability to procure funding on attractive terms,
to develop and maintain good relations with new and existing equipment suppliers, and to attract new customers.

EMPLOYEES

At December 31, 2002, the Company had 132 full-time employees, 9 of whom work for ACFC. None of the Company's employees is represented by a
labor union. Management believes that the Company's employee relations are good.

AVAILABLE INFORMATION

Copies of Exhibits may be obtained for a nominal charge by writing to:

INVESTOR RELATIONS  HPSC, INC.  60 STATE STREET  BOSTON, MASSACHUSETTS 02109

The Company's website ishttp://www.hpsc.com.Investors may access, free of charge, through the Investor Relations
portion of the website, the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments
to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practical after such material is electronically
filed with, or furnished to, the Securities and Exchange Commission.

Item 2.PROPERTIES

The
Company leases approximately 13,800 square feet of office space at 60 State Street, Boston, Massachusetts for approximately $37,000 per month. The lease expires on June 30,
2004 with a five-year extension option. ACFC leases approximately 5,900 square feet at 433 South Main Street, West Hartford, Connecticut for approximately $10,000 per month. This lease
expired on February 28, 2003. Thereafter, ACFC has continued to lease its office space on a month-to-month basis at a reduced rate of $5,900 per month. The Company also
rents space as required for its sales locations on a shorter-term basis. Total consolidated rent expense for the year 2002 under all operating leases was $916,000. The Company believes that its
facilities are adequate for its current operations and for the foreseeable future.

Item 3.LEGAL PROCEEDINGS

Although
the Company is from time to time subject to actions or claims for damages in the ordinary course of its business and engages in collection proceedings with respect to delinquent
accounts, the Company is aware of no such actions, claims, or proceedings currently pending or

12

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threatened
that are expected to have a material adverse effect on the Company's business, operating results or financial condition.

Item 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No
matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2002.

PART II

Item 5.MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On
May 17, 2000, the Company's common stock began trading on the American Stock Exchange (Symbol: "HDR"). Prior to that date, the Company's common stock was traded on the NASDAQ
Market (Symbol: "HPSC"). The high and low closing prices for shares of the common stock as reported by the American Stock Exchange for each quarter in the last two fiscal years, as well as the
approximate number of holders and information with respect to dividend restrictions, are incorporated herein by reference to page 30 of the 2002 Annual Report, as restated.

|Plan Category                                          |  | Number of Securities to be
issued upon exercise of
outstanding options,
warrants and rights |  | Weighted-average
exercise price of
outstanding options,
warrants and rights |      | Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
|------------------------------------------------------ |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ---- | -------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by shareholders     |  | 1,387,500                                                                                   |  | $                                                                           | 5.90 |                                                                                                                                            
|Equity compensation plans not approved by shareholders |  | 79,000                                                                                      |  |                                                                             | 8.53 |                                                                                                                                            
|                                                       |  |                                                                                             |  |                                                                             |      |                                                                                                                                            
|Total                                                  |  | 1,466,500                                                                                   |  | $                                                                           | 6.04 |                                                                                                                                            

Further
information regarding the equity compensation plans not approved by shareholders is incorporated by reference to the description of the 2002 Plan in Note I of the 2002
Annual Report, as restated on pages 18 to 21.

The
Company neither issued nor sold equity securities during the period covered by this annual report on Form 10-K/A other than shares covered by employee and director
compensation plans.

Item 6.SELECTED FINANCIAL DATA

Selected
financial data for each of the periods in the five-year period ended December 31, 2002 is incorporated by reference to page 31 of the 2002 Annual Report, as
restated.

Item 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The
information required by this item is incorporated by reference to the section captioned "Management's Discussion and Analysis of Financial Condition" on pages 32 through 41 of the
2002 Annual Report, as restated.

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Item 7a.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Discussion
regarding Quantitative and Qualitative Disclosures about Market Risk is included in "Management's Discussion and Analysis of Financial Condition" on pages 41 and 42 of the
2002 Annual Report, as restated.

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K/A contains forward-looking statements within the meaning of Section 27A of the Securities Act.
Discussions containing such forward-looking statements may be found in the material set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and
"Business" sections of this Form 10-K/A, as well as within the annual report generally. When used in this annual report, the words "believes," "anticipates," "expects," "plans,"
"intends," "estimates," "continue," "could," "may" or "will" (or the negative of such words) and similar expressions are intended to identify forward-looking statements. Such statements are subject to
a number of risks and uncertainties. Actual results in the future could differ materially from those described in the forward-looking statements as a result of the risk considerations set forth below
under the heading "Certain Considerations" and the matters set forth in this annual report generally. HPSC cautions the reader, however, that such list of considerations may not be exhaustive. HPSC
undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances.

CERTAIN CONSIDERATIONS

Dependence on Funding Sources; Restrictive Covenants.The Company's financing activities are capital intensive. The Company's
revenues and profitability are related directly to the volume of financing contracts it originates. To generate new financing contracts, the Company relies on access to the capital markets. At
December 31, 2002, the Company's two principal sources of funding for its financing transactions were (i) a $60 million revolving credit facility with Foothill Capital
Corporation, as Agent, 10 million of which expires in April 2003 and $50 million of which expires in August 2005 (the "Foothill Revolver"); (ii) a
$450 million securitization conduit facility through HPSC Bravo Funding, LLC and insured by MBIA (the "Bravo Facility"), which was renewed and further amended in June 2003 with
$600,000,000 in availability. Other sources of funding include: a $20 million credit facility with ING Capital LLC; a term asset securitization of $527 million completed in
December 2000; fixed-rate, full recourse term loans from several savings banks; specific recourse sales of financing contracts to savings banks and other purchasers; the issuance of
Senior Subordinated Notes in 1997; the Company's internally generated revenues; and a $20 million revolving credit facility with Foothill Capital Corporation, as Agent, to ACFC (the "ACFC
Foothill Revolver"). The ACFC Foothill Revolver expired on February 5, 2003, was repaid and terminated. The HPSC Foothill Revolver expires in August 2005. There can be no assurance that
the Company will be able to renew or extend the HPSC Foothill Revolver or to complete additional asset securitizations or to obtain other additional financing when needed and on acceptable terms. The
Company would be adversely affected if it were unable to continue to secure sufficient and timely funding on acceptable terms. The agreement governing the HPSC Foothill Revolver ("the Revolver
Agreement") contains numerous financial and operating covenants. The Company has received waivers relating to defaults under certain of these covenants through June 30, 2003. The Company
anticipates that it may need waivers or amendments of the financial covenants in future periods. Failure to meet such covenants or the failure of the lending banks to agree to amend or waive
compliance with covenants that the Company does not meet would result in a default under the Revolver Agreement. Moreover, the Company's financing arrangements with Bravo and the savings banks
described above incorporate the covenants and default provisions of the Revolver Agreement. The term asset securitization facility also contains covenants and default provisions as does the Indenture
governing the Company's Senior Subordinated Notes. Thus, any

14

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material
default that is not amended or waived under any of these agreements may result in a default under most or all of the Company's financing arrangements. In addition, the Indenture for the
Senior Subordinated Notes contains certain limits on the Company's ability to incur certain types and amounts of senior debt.

Restatement Uncertainty.Management can not predict the impact of the restatement on its ability to continue to access
capital at rates and in amounts as favorable as it has historically been able to obtain.

Securitization Recourse. Payment Restriction and Default Risk.As part of its overall funding strategy, the Company utilizes
asset securitization transactions provided through wholly-owned, bankruptcy-remote subsidiaries to obtain fixed-rate, matched-term financing. The Company transfers financing
contracts to these subsidiaries which, in turn, either pledge or sell the contracts to third parties. The third parties' recourse with regard to the pledge or sale is limited to the contracts sold to
the subsidiary. If the contract portfolio of these subsidiaries does not perform within certain guidelines, the subsidiaries must retain or "trap" any monthly cash distribution to which the Company
might otherwise be entitled. This restriction on cash distributions could continue until the portfolio performance returns to acceptable levels (as defined in the relevant agreements), which
restriction





could have a negative impact on the cash flow available to the Company. In the event of a "payment trap", there can be no assurance that the portfolio performance would return to acceptable levels or
that the payment restrictions would be removed. Recourse under securitization agreements is limited to the financing contracts contributed to the securitization and for any breach of the Company's
representations and warranties regarding the validity and enforceability (but not the collectibility) of such contracts.

Customer Credit Risks.The Company maintains an allowance for doubtful accounts in connection with payments due under
financing contracts originated by the Company (whether or not such contracts have been securitized, held as collateral for loans to the Company or sold) at a level which the Company deems sufficient
to meet future estimated uncollectible receivables, based on an analysis of delinquencies and overall risks and probable losses associated with such contracts, and a review of the Company's historical
credit loss experience. There can be no assurance that this allowance will prove to be adequate. Failure of the Company's customers to make scheduled payments under their financing contracts could
require the Company to (i) make payments in connection with its recourse savings bank loan and asset sale transactions, and/or (ii) lose its retained interest and residual interest in
equipment pledged as security for the Company's limited recourse asset securitizations. In addition, any increase in losses or in the rate of payment defaults under the financing contracts originated
by the Company could adversely affect the Company's ability to obtain additional financing, including restricting its ability to borrow under its Foothill Revolver and its ability to complete
additional asset securitizations and secured asset sales or loans. There can be no assurance that the Company will be able to maintain or reduce its current level of credit losses.

Competition.The Company operates in highly competitive markets. The Company competes for customers with a number of
national, regional and local finance companies, including those, like the Company, which specialize in financing for healthcare providers. In addition, the Company's competitors include those
equipment manufacturers which finance the sale or lease of their products themselves, other leasing companies and other types of financial services companies such as commercial banks and savings and
loan associations. Many of the Company's competitors and potential competitors possess substantially greater financial, marketing and operational resources than the Company. Moreover, the Company's
future profitability will be directly related to its ability to obtain capital funding at funding rates that are comparable to or better than the capital costs of its competitors. The Company's
competitors and potential competitors include many larger companies that have a lower cost of funds than the Company and access to capital markets and to other funding sources that may be

15

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unavailable
to the Company. There can be no assurance that the Company will be able to continue to compete successfully in its targeted markets.

Changes in Healthcare Payment Policies.The vast majority of the Company's customers are healthcare providers. The increasing
cost of medical care has brought about federal and state regulatory changes designed to limit governmental reimbursement of certain healthcare providers. These changes include the enactment of
fixed-price reimbursement systems in which the rates of payment to hospitals, outpatient clinics and private individual and group practices for specific categories of care are determined in advance of
treatment. Rising healthcare costs may also cause
non-governmental medical insurers, such as Blue Cross and Blue Shield associations and the growing number of self-insured employers, to revise their reimbursement systems and
policies governing the purchasing and leasing of medical and dental equipment. Alternative healthcare delivery systems, such as health maintenance organizations, preferred provider organizations and
managed care programs, have adopted similar cost containment measures. Other proposals to reform the United States healthcare system are considered from time to time. These proposals could lead to
increased government involvement in healthcare and otherwise change the operating environment for the Company's customers. Healthcare providers may react to these proposals and the uncertainty
surrounding such proposals by curtailing or deferring investment in medical and dental equipment. Future changes in the healthcare industry, including governmental regulation thereof, and the effect
of such changes on the Company's business cannot be predicted. Changes in payment or reimbursement programs could adversely affect the ability of the Company's customers to satisfy their payment
obligations to the Company and, accordingly, may have a material adverse effect on the Company's business, operating results and financial condition.

Interest Rate Risk.The Company's financing contracts generally require the Company's customers to make payments at fixed
rates for a specified term. Approximately $60 million of the Company's borrowings are at variable interest rates and are not hedged. Thus, any increase in interest rates would reduce the
Company's financing margins and could adversely affect the Company's business, operating results and financial condition. The Company's ability to secure additional long-term financing at
favorable rates is limited by many factors, including competition, market and general economic conditions and the Company's financial condition.

Residual Value Risk.At the inception of its equipment leasing transactions, the Company estimates what it believes will be
the fair market value of the financed equipment at the end of the lease term and records that value (typically 10% of the initial purchase price) on its balance sheet. The Company's results of
operations depend, to some degree, upon its ability to realize these residual values (as of December 31, 2002, the estimated residual value of equipment at the end of the lease term was
approximately $26 million, representing approximately 4% of the Company's total assets). The Company's ability to realize these residual values depends on many factors, several of which are not
within the Company's control, including, but not limited to, general economic conditions at the time of the lease expiration; any unusual wear and tear on the equipment; the cost of comparable new
equipment; the extent, if any, to which the equipment has become obsolete during the lease contract term; and the effects of any new government regulations. Although the Company has in the past
generally realized in excess of 97% of the residual value of its leased equipment, there can be no assurance that it will continue to do so. If, upon the expiration of a lease, the Company sells or
refinances the leased equipment and the amount realized is less than the original recorded residual value for such equipment, a loss reflecting the difference will be recorded on the Company's books.
Failure to realize aggregate recorded residual values could have an adverse effect on the Company's business, operating results and financial condition.

Dependence on Sales Representatives.The Company is, and its growth and future revenues are, dependent in a large part upon
(i) the ability of the Company's sales representatives to establish new

16

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relationships,
and maintain existing relationships, with equipment vendors, distributors and manufacturers and with healthcare providers and other customers and (ii) the extent to which such
relationships lead equipment vendors, distributors and manufacturers to promote the Company's financing services to potential purchasers of their equipment. Although the Company is not materially
dependent upon any one sales representative, the loss of a group of sales representatives could, until appropriate replacements were obtained, have a material adverse effect on the Company's business,
operating results and financial condition.

Dependence on Current Management.The operations and future success of the Company are dependent upon the continued efforts
of the Company's executive officers, two of whom are also directors of the Company. The loss of the services of any of these key executives could have a material adverse effect on the Company's
business, operating results and financial condition.

Fluctuations in Quarterly Operating Results.The Company has historically experienced fluctuating quarterly revenues and
earnings due to varying portfolio performance and operating and interest costs. Given the possibility of such fluctuations, the Company believes that quarterly comparisons of the results of its
operations during any fiscal year are not necessarily meaningful and that results for any one fiscal quarter should not be relied upon as an indication of future performance. The Company's quarterly
operating results before and after the Company's restatement of its financial statements may be materially different.

General Market Risk.The demand for the Company's financing products is subject to overall market risks, such as inflation,
recession and changes in technology needs of medical professionals.

Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The
information required by this item together with the Independent Auditors' Report is incorporated by reference to pages 3 through 29 of the 2002 Annual Report, as restated.

Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not
Applicable

PART III

Item 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The
information required by this item is incorporated by reference from the sections captioned "PROPOSAL ONEELECTION OF DIRECTORSNominees for Class I
Directors," "Members of the Board of Directors Continuing in Office" and "Other Executive Officers" and "VOTING SECURITIESSection 16(a) Beneficial
Ownership Reporting Compliance" in the 2003 Proxy Statement filed on April 15, 2003.

Item 11.EXECUTIVE COMPENSATION

The
information required by this item is incorporated by reference from the sections captioned "EXECUTIVE COMPENSATIONSummary Compensation Table," "Stock Loan
Program," "Supplemental Executive Retirement Plan," "Option Grants in Last Fiscal Year," "Aggregated Option Exercises and Year-End Option Values,"
"Employment Agreements, Termination of Employment and Change in Control Arrangements" and "Compensation of Directors" in the 2003 Proxy Statement filed on April 15,
2003.

17

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Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The
information required by this item is incorporated by reference from the section captioned "VOTING SECURITIESShare Ownership of Certain Beneficial Owners and Management"
in the 2003 Proxy Statement filed on April 15, 2003.

Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The
information required by this item is incorporated by reference from the section captioned "VOTING SECURITIESCertain Transactions" in the 2003 Proxy Statement filed on
April 15, 2003.

Item 14.CONTROLS AND PROCEDURES

Disclosure controls and procedures: Based on their evaluation as of the end of the period covered by this Form 10-K/A, the principal executive officer and the
principal financial officer of the Company have evaluated the effectiveness of the design and operation of its disclosure controls and procedures. Disclosure controls and procedures are the controls
and other procedures that we designed to ensure that the Company record, process, summarize and report in a timely manner the information it must disclose in reports filed with the SEC. Based on this
review, Messrs. Everets and Lefebvre concluded that, as of the date of the evaluation, the Company's disclosure controls were effective in timely alerting them to material information relating
to the Company required to be included in this annual report on Form 10-K/A.

Internal Controls: As of the date of the evaluation described above, there have not been any significant changes in our internal accounting controls or in other factors that could
significantly affect those controls.

PART IV

Item 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1.FINANCIAL STATEMENTS

|                                                                                                                       |                                                                                                                                                                     | PAGE NUMBER IN
2002 ANNUAL REPORT
|---------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------
|Incorporated by reference from the Company's Annual Report to Stockholders for the fiscal year ended December 31, 2002 |                                                                                                                                                                     |                                  
|                                                                                                                       | Consolidated Balance Sheets at December 31, 2002 and December 31, 2001 (as restated)                                                                                |                                  
|                                                                                                                       | Consolidated Statements of Operations for each of the three years in the period ended December 31, 2002 (as restated)                                               |                                  
|                                                                                                                       | Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income for each of the three years in the period ended December 31, 2002 (as restated) |                                  
|                                                                                                                       | Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2002 (as restated)                                               |                                  
|                                                                                                                       | Independent Auditors' Report                                                                                                                                        |                                  

(a) 2.FINANCIAL STATEMENT SCHEDULES

Financial
Statement Schedules have been omitted because of the absence of conditions under which they are required or because the required information is given in the consolidated
financial statements or notes thereto.

18

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(a) 3.EXHIBITS

|Exhibit
No. |  | Title                                                                                                                                                |  | Method of Filing                                                                                                           
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Restated Certificate of Incorporation of HPSC, Inc                                                                                                   |  | Incorporated by reference to Exhibit 3.1 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1995  
|3.2         |  | Certificate of Amendment to Restated Certificate of Incorporation of HPSC, Inc. filed in Delaware on September 14, 1987                              |  | Incorporated by reference to Exhibit 3.2 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1995  
|3.3         |  | Certificate of Amendment to Restated Certificate of Incorporation of HPSC, Inc. filed in Delaware on May 22, 1995                                    |  | Incorporated by reference to Exhibit 3.3 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. 
|3.4         |  | Amended and Restated By-Laws                                                                                                                         |  | Incorporated by reference to Exhibit 3.1 to HPSC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. 
|4.1         |  | Amended and Restated Rights Agreement dated as of September 16, 1999 between the Company and The First National Bank of Boston, N.A.                 |  | Incorporated by reference to Exhibit 4.1 to HPSC's Current Report on Form 8-K filed November 5, 1999.                      
|*10.1       |  | HPSC, Inc. Stock Option Plan, dated March 5, 1986                                                                                                    |  | Incorporated by reference to Exhibit 10.6 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 30, 1989 
|*10.2       |  | Amendment No. 1 to the HPSC, Inc. Stock Option Plan dated March 5, 1986                                                                              |  | Incorporated by reference to Exhibit 10.2 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 
|*10.3       |  | HPSC, Inc. Employee Stock Ownership Plan Agreement dated December 22, 1993 between HPSC, Inc. and John W. Everets and Raymond R Doherty, as trustees |  | Incorporated by reference to Exhibit 10.9 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 25, 1993 
|*10.4       |  | First Amendment effective January 1, 1993 to HPSC, Inc. Employee Stock Ownership Plan                                                                |  | Incorporated by reference to Exhibit 10.2 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 25, 1994      
|*10.5       |  | Second Amendment effective January 1, 1994 to HPSC, Inc. Employee Stock Ownership Plan                                                               |  | Incorporated by reference to Exhibit 10.11 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1994
|*10.6       |  | Third Amendment effective January 1, 1993 to HPSC, Inc. Employee Stock Ownership Plan                                                                |  | Incorporated by reference to Exhibit 10.12 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1994
|*10.7       |  | HPSC, Inc. 1994 Stock Plan dated as of March 23, 1994 and related forms of Nonqualified Option Grant and Option Exercise Form                        |  | Incorporated by reference to Exhibit 10.4 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 25, 1994      
|*10.8       |  | Amended and Restated HPSC, Inc. 1995 Stock Incentive Plan                                                                                            |  | Incorporated by reference to Exhibit 10.27 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1995
|            |  |                                                                                                                                                      |  |                                                                                                                            

19

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|*10.9  |  | First Amendment to HPSC, Inc. Amended and Restated 1995 Stock Incentive Plan                                          |  | Incorporated by reference to Exhibit 10.2 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999      
|------ |  | --------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------
|*10.10 |  | HPSC, Inc. Amended and Restated 1998 Stock Incentive Plan                                                             |  | Incorporated by reference to Exhibit 10.1 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999      
|*10.11 |  | Amendment No. 1 to the Amended and Restated 1998 Stock Option Plan                                                    |  | Incorporated by reference to Exhibit 10.11 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2001
|*10.12 |  | HPSC, Inc. 2000 Stock Incentive Plan                                                                                  |  | Incorporated by reference to Exhibit 10.1 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000      
|*10.13 |  | Amendment No. 1 to the HPSC, Inc. 2000 Stock Option Plan                                                              |  | Incorporated by reference to Exhibit 10.13 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2001
|*10.14 |  | HPSC, Inc. Amended Outside Directors Stock Bonus Plan                                                                 |  | Incorporated by reference to Exhibit 10.11 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2000
|*10.15 |  | Amended and Restated Stock Loan Program                                                                               |  | Incorporated by reference to Exhibit 10.1 to HPSC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 
|*10.16 |  | Stock Option grant to Lowell P. Weicker effective December 7, 1995                                                    |  | Incorporated by reference to Exhibit 10.28 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1995
|*10.17 |  | HPSC, Inc. Supplemental Executive Retirement Plan dated as of January 1, 1997                                         |  | Incorporated by reference to Exhibit 10.12 to HPSC's Annual Report on Form 10-K for the fiscal year-ended December 31, 1997
|*10.18 |  | First Amendment dated March 15, 1999 to HPSC, Inc. Supplemental Executive Retirement Plan dated as of January 1, 1997 |  | Incorporated by reference to Exhibit 10.12 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1998
|*10.19 |  | Second Amendment to HPSC, Inc. Supplemental Executive Retirement Plan                                                 |  | Incorporated by reference to Exhibit 10.3 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999      
|*10.20 |  | Third Amendment to HPSC, Inc. Supplemental Executive Retirement Plan                                                  |  | Incorporated by reference to Exhibit 10.15 HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1999   
|*10.21 |  | Fourth Amendment to the HPSC, Inc. Supplemental Executive Retirement Plan, dated August 10, 2000                      |  | Incorporated by reference to Exhibit 10.6 to HPSC's Quarterly Report Form 10-Q for the quarter ended June 30, 2000         
|*10.22 |  | HPSC, Inc. 1998 Executive Bonus Plan                                                                                  |  | Incorporated by reference to Exhibit 10.32 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1998
|       |  |                                                                                                                       |  |                                                                                                                            

20

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|*10.23 |  | 2001 Supplemental Executive Bonus Plan                                                                                                                                                                                                                              |  | Incorporated by reference to Exhibit 10.2 to HPSC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------
|*10.24 |  | HPSC, Inc. 401(k) Plan dated February, 1993 between HPSC, Inc. and Metropolitan Life Insurance Company                                                                                                                                                              |  | Incorporated by reference to Exhibit 10.15 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 25, 1993
|*10.25 |  | Amended and Restated Employment Agreement between HPSC, Inc. and John W. Everets dated August 4, 2000                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.7 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000      
|*10.26 |  | Amended and Restated Employment Agreement between HPSC, Inc. and Raymond R. Doherty dated August 4, 2000                                                                                                                                                            |  | Incorporated by reference to Exhibit 10.8 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000      
|*10.27 |  | Amended and Restated Employment Agreement between HPSC, Inc. and Rene Lefebvre dated August 4, 2000                                                                                                                                                                 |  | Incorporated by reference to Exhibit 10.9 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000      
|10.28  |  | Lease dated as of March 8, 1994 between the Trustees of 60 State Street Trust and HPSC, Inc., dated September 10, 1970 and relating to the principal executive offices of HPSC, Inc. at 60 State Street, Boston, Massachusetts                                      |  | Incorporated by reference to Exhibit 10.1 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 
|10.29  |  | Second Amendment, dated May 1998, to Lease dated as of March 8, 1994 between the Trustees of 60 State Street Trust and HPSC, Inc., dated September 10, 1970 and relating to the principal executive offices of HPSC, Inc. at 60 State Street, Boston,
Massachusetts |  | Incorporated by reference to Exhibit 10.2 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 
|10.30  |  | Fourth Amended and Restated Credit Agreement dated May 12, 2000 among HPSC, Inc. and Fleet National Bank individually and as Agent, and the Banks named therein                                                                                                     |  | Incorporated by reference to Exhibit 10.14 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000     
|10.31  |  | First Amendment dated as of December 1, 2000 to Fourth Amended and Restated Credit Agreement dated May 12, 2000 among HPSC, Inc., American Commercial Finance Corporation and Fleet National Bank individually and as Agent, and the Banks named
therein            |  | Incorporated by reference to Exhibit 10.27 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2000
|10.32  |  | Second Amendment dated as of December 31, 2000 to Fourth Amended and Restated Credit Agreement dated May 12, 2000 among HPSC, Inc., American Commercial Finance Corporation and Fleet National Bank individually and as Agent, and the Banks
named therein          |  | Incorporated by reference to Exhibit 10.32 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2001
|       |  |                                                                                                                                                                                                                                                                     |  |                                                                                                                            

21

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|10.33 |  | Third Amendment dated as of May 8, 2001 to Fourth Amended and Restated Credit Agreement dated May 12, 2000 among HPSC, Inc., American Commercial Finance Corporation and Fleet National Bank individually and as Agent, and the Banks named
therein |  | Incorporated by reference to Exhibit 10.1 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.     
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------
|10.34 |  | Purchase and Contribution Agreement dated as of January 31, 1995 between HPSC, Inc. and HPSC Bravo Funding Corp.                                                                                                                                    |  | Incorporated by reference to Exhibit 10.31 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1994
|10.35 |  | Amended and Restated Purchase and Contribution Agreement, dated March 31, 2000, between HPSC, Inc. and HPSC Bravo Funding Corp.                                                                                                                     |  | Incorporated by reference to Exhibit 10.1 to HPSC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000     
|10.36 |  | Amendment No. 1 to Amended and Restated Purchase and Contribution Agreement dated as of June 16, 2000, between HPSC, Inc. and HPSC Bravo Funding Corp.                                                                                              |  | Incorporated by reference to Exhibit 10.5 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000      
|10.37 |  | Credit Agreement dated as of January 31, 1995 among HPSC Bravo Funding Corp., Triple-A One Funding Corporation, as lender, and CapMAC, as Administrative Agent and as Collateral Agent                                                              |  | Incorporated by reference to Exhibit 10.32 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1994
|10.38 |  | Amended and Restated Lease Receivable Purchase Agreement, dated March 31, 2000 by and among HPSC Bravo Funding Inc., HPSC, Inc., Triple-A One Funding Corporation and Capital Markets Assurance Corporation                                         |  | Incorporated by reference to Exhibit 10.2 to HPSC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000     
|10.39 |  | Agreement to furnish copies of Omitted Exhibits to Certain Agreements with HPSC Bravo Funding Corp.                                                                                                                                                 |  | Incorporated by reference to Exhibit 10.33 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1994
|10.40 |  | Amendment No. 1 to Amended and Restated Lease Receivables Purchase Agreement dated as of May 26, 2000, among HPSC Bravo Funding Corp., HPSC, Inc., Triple-A One Funding Corp. and Capital Markets Assurance Corp.                                   |  | Incorporated by reference to Exhibit 10.4 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000      
|10.41 |  | Consent dated December 20, 2000 to Amended and Restated Lease Receivables Purchase Agreement dated as of December 20, 2000, among HPSC Bravo Funding Corp., HPSC Inc., Triple-A One Funding Corp. and Capital Markets Assurance
Corp.               |  | Incorporated by reference to Exhibit 10.35 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2000
|      |  |                                                                                                                                                                                                                                                     |  |                                                                                                                            

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|10.42 |  | Amendment documents, effective November 5, 1996 to Credit Agreement dated as of January 31, 1995 among HPSC Bravo Funding Corp., Triple-A Funding Corporation, as Lender, and CapMAC, as Administrative Agent and as Collateral
Agent                                               |  | Incorporated by reference to Exhibit 10.26 to HPSC's Registration Statement on Form S-1 filed January 30, 1997             
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------
|10.43 |  | Amendment No. 3 dated June 29, 1998 to Credit Agreement dated January 31, 1995 by and among HPSC Bravo Funding Corp., Triple-A One Funding Corporation and CapMac, as Administrative Agent and Collateral Agent                                                                     |  | Incorporated by reference to Exhibit 10.6 to HPSC's Quarterly Report on Form 10-Q for the quarter ended March 30, 1998     
|10.44 |  | Merger Agreement dated May 14, 2001 between HPSC Bravo Funding, LLC and HPSC Bravo Funding Corp.                                                                                                                                                                                    |  | Incorporated by reference to Exhibit 10.2 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001      
|10.45 |  | Lease Receivables Purchase Agreement dated as of June 27, 1997 among HPSC Capital Funding, Inc., as Seller, HPSC, Inc. as Service and Custodian, EagleFunding Capital Corporation as Purchaser and BankBoston Securities, Inc. as Deal Agent                                        |  | Incorporated by reference to Exhibit 10.1 to HPSC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 
|10.46 |  | Appendix A to EagleFunding Purchase Agreement (Definitions List Attached)                                                                                                                                                                                                           |  | Incorporated by reference to Exhibit 10.2 to HPSC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 
|10.47 |  | Purchase and Contribution Agreement dated as of June 27, 1997 Between HPSC Capital Funding, Inc. as the Buyer, and HPSC, Inc. as the Originator and the Servicer                                                                                                                    |  | Incorporated by reference to Exhibit 10.3 to HPSC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 
|10.48 |  | Undertaking to Furnish Certain Copies of Omitted Exhibits to Exhibit 10.27 hereof                                                                                                                                                                                                   |  | Incorporated by reference to Exhibit 10.4 to HPSC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 
|10.49 |  | Amendment No. 2, dated April 30, 1998 to Lease Receivable Purchase Agreement dated June 27, 1997, by and among HPSC Capital Funding, Inc. (Seller), EagleFunding Capital Corporation (Purchaser), HPSC, Inc. (Servicer and Custodian), and BankBoston
Securities, Inc. (Deal Agent) |  | Incorporated by reference to Exhibit 10.4 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998      
|10.50 |  | Amendment No. 3, dated April 4, 1999 to Lease Receivable Purchase Agreement dated June 27, 1997, by and among HPSC Capital Funding, Inc. (Seller), EagleFunding Capital Corporation (Purchaser), HPSC, Inc. (Servicer and Custodian), and BankBoston
Securities, Inc. (Deal Agent)  |  | Incorporated by reference to Exhibit 10.32 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 1999
|      |  |                                                                                                                                                                                                                                                                                     |  |                                                                                                                            

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|10.51 |  | Amendment No. 3 and Consent dated December 1, 2000 to Lease Receivables Purchase Agreement dated June 27, 1997 by and among HPSC Capital Funding Inc. (Seller), Eagle Funding Capital Corporation (Purchaser), HPSC, Inc. (Services and Custodian),
Robertson Stephens Inc. (formerly known as BancBoston Securities Inc. (Old Deal Agent) and Fleet Securities Inc. (New Deal Agent). |  | Incorporated by reference to Exhibit 10.44 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2000      
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------
|10.52 |  | Indenture dated as of March 20, 1997 between HPSC, Inc. and State Street Bank and Trust Company, as Trustee                                                                                                                                                                                                                                                                            |  | Incorporated by reference to HPSC's Exhibit 10.28 to HPSC's Annual Report on Form 10K for the fiscal year ended December 31, 1997
|10.53 |  | Limited Liability Company Agreement of HPSC Equipment Receivables 2000-1 LLC I                                                                                                                                                                                                                                                                                                         |  | Incorporated by reference to Exhibit 10.46 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2000      
|10.54 |  | Limited Liability Company Agreement of HPSC Equipment Receivables 2000-1 LLC II                                                                                                                                                                                                                                                                                                        |  | Incorporated by reference to Exhibit 10.47 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2000      
|10.55 |  | Custody Agreement among HPSC Equipment Receivables 2000-1 LLC I, HPSC Equipment Receivables 2000-1 LLC II, BNY Midwest Trust Company, Iron Mountain Records Management, Inc., and HPSC, Inc. dated as of December 1, 2000                                                                                                                                                              |  | Incorporated by reference to Exhibit 10.48 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2000      
|10.56 |  | Servicing Agreement by and among HPSC Equipment Receivables 2000-1 LLC I, HPSC Equipment Receivables 2000-1 LLC II, HPSC, Inc., American Commercial Finance Corporation, BNY Midwest Trust Company and BNY Asset Solutions, LLC dated as of December 1,
2000                                                                                                                           |  | Incorporated by reference to Exhibit 10.49 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2000      
|10.57 |  | Purchase Agreement for Equipment Contract-Backed Notes, Series 2000-1 of Class A-F between HPSC Equipment Receivables 2000-1 LLC I, HPSC Equipment Receivables 2000-1 LLC II and Credit Suisse First Boston Corporation dated December 14,
2000                                                                                                                                        |  | Incorporated by reference to Exhibit 10.50 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2000      
|10.58 |  | Purchase Agreement for Floating Rate Equipment Contract-Backed Variable Funding Notes, Series 2000-1 between HPSC Equipment Receivables 2000-1 LLC I, HPSC Equipment Receivables 2000-1 LLC II and Credit Suisse First Boston Corporation dated December
14, 2000                                                                                                                      |  | Incorporated by reference to Exhibit 10.51 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2000      
|      |  |                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                  

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|10.59  |  | Receivables Transfer Agreement by and among HPSC Equipment Receivables 2000-1 LLC I, HPSC Equipment Receivables 2000-1 LLC II, HPSC, Inc., American Commercial Finance Corporation, HPSC Bravo Funding Corp. and HPSC Capital Funding, Inc. dated as
December 1, 2000 |  | Incorporated by reference to Exhibit 10.52 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2000
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------
|10.60  |  | Indenture Agreement by and among HPSC Equipment Receivables 2000-1 LLC I, HPSC Equipment Receivables 2000-1 LLC II, HPSC, Inc., American Commercial Finance Corporation, and BNY Midwest Trust Company dated as of December 1, 2000                                   |  | Incorporated by reference to Exhibit 10.53 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2000
|10.61  |  | Third Amendment to the Fourth Amended and Restated Credit Agreement, dated as of May 8, 2001, by and among HPSC, Inc., Fleet National Bank individually and as Agent, and the banks named therein                                                                     |  | Incorporated by reference to Exhibit 10.1 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001      
|10.62  |  | Merger Agreement, dated May 14, 2001, between HPSC Bravo Funding, LLC and HPSC Bravo Funding Corporation                                                                                                                                                              |  | Incorporated by reference to Exhibit 10.2 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001      
|*10.63 |  | Description of HPSC, Inc. Stock Loan Program for eligible employees of HPSC, Inc. adopted January 5, 1995, as amended as of July 28, 1997, as further amended as of December 14, 2000 and September 14, 2001                                                          |  | Incorporated by reference to Exhibit 10.1 to HPSC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 
|*10.64 |  | HPSC, Inc. 2001 Supplemental Executive Bonus Plan for executive officers of HPSC, Inc. effective as of September 13, 2001                                                                                                                                             |  | Incorporated by reference to Exhibit 10.2 to HPSC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 
|10.65  |  | Fourth Amendment to Fourth Amended and Restated Credit Agreement, dated as of May 6, 2002, by and among HPSC, Inc., American Commercial Finance Corporation, Fleet National Bank, individually and as Agent, and the banks named therein                              |  | Incorporated by reference to Exhibit 10.1 to HPSC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002     
|10.66  |  | Fifth Amendment to Fourth Amended and Restated Credit Agreement, dated June 6, 2002, by and among HPSC, Inc., American Commercial Finance Corporation, Fleet National Bank, individually and as Agent, and the Banks names therein                                    |  | Incorporated by reference to Exhibit 10.6 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002      
|*10.67 |  | HPSC, Inc. 2002 Supplemental Stock Incentive Plan, dated May 14, 2002                                                                                                                                                                                                 |  | Incorporated by reference to Exhibit 10.1 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002      
|       |  |                                                                                                                                                                                                                                                                       |  |                                                                                                                            

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|10.68 |  | Custody Agreement, dated June 25, 2002, by and among HPSC Bravo Funding, LLC, Triple-A Funding Corporation, Capital Markets Assurance Corporation and Iron Mountain Information Management, Inc.                                                                |  | Incorporated by reference to Exhibit 10.2 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002     
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------
|10.69 |  | Master Amendment and Waiver, dated August 5, 2002, by and among HPSC Bravo Funding, LLC, HPSC, Inc., Triple-A Funding Corporation and Capital Markets Assurance Corporation                                                                                     |  | Incorporated by reference to Exhibit 10.3 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002     
|10.70 |  | Second Amended and Restated Lease Receivable Purchase Agreement, dated August 5, 2002, by and among HPSC Bravo Funding, LLC, HPSC, Inc., Triple-A Funding Corporation and Capital Markets Assurance Corporation                                                 |  | Incorporated by reference to Exhibit 10.4 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002     
|10.71 |  | Receivables Interest Purchase Agreement, dated August 5, 2002, by and among HPSC Bravo Funding, LLC, HPSC, Inc., Triple-A Funding Corporation, BNY Asset Solutions LLC, ING Capital LLC and Capital Markets Assurance Corporation                               |  | Incorporated by reference to Exhibit 10.5 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002     
|10.72 |  | Fifth Amended and Restated Loan and Security Agreement, dated August 5, 2002, by and among HPSC, Inc., the Banks named therein and Foothill Capital Corporation                                                                                                 |  | Incorporated by reference to Exhibit 10.7 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002     
|10.73 |  | Purchase and Sale Agreement, dated August 5, 2002, by and among Fleet National Bank, individually and as Agent, Keybank National Association, Banknorth, N.A., PNC Bank, National Association, Citizens Bank of Massachusetts and Foothill Capital
Corporation. |  | Incorporated by reference to Exhibit 10.8 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002     
|10.74 |  | Fifth Amended and Restated Loan and Security Agreement, dated August 5, 2002, by and among American Commercial Finance Corporation, the Lenders named therein and Foothill Capital Corporation                                                                  |  | Incorporated by reference to Exhibit 10.9 to HPSC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002     
|10.75 |  | Amendment No. 1 to Second Amended and Restated Lease Receivable Purchase Agreement, dated as of September 20, 2002, by and among HPSC Bravo Funding, LLC, HPSC, Inc. Triple A Funding Corporation and Capital market Assurance Corporation                      |  | Incorporated by reference to Exhibit 10.1 to HPSC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002
|      |  |                                                                                                                                                                                                                                                                 |  |                                                                                                                           

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|*10.76 |  | John Everets Employment Agreement, dated July 19, 2002                                                                                                                                                                                                                        |  | Incorporated by reference to Exhibit 10.2 to HPSC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------
|*10.77 |  | Raymond Doherty Employment Agreement, dated July 19, 2002                                                                                                                                                                                                                     |  | Incorporated by reference to Exhibit 10.3 to HPSC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 
|10.78  |  | Amendment Number 1, dated as of November 8, 2002 to Fifth Amended and Restated Loan and Security Agreement dated as of August 5, 2002, by and among HPSC, Inc., each of the lenders that is a signatory thereto and Foothill Capital
Corporation                              |  | Incorporated by reference to Exhibit 10.78 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2002
|10.79  |  | Amendment No. 2, dated as of January 29, 2003, to Second Amended and Restated Lease Receivables Purchase Agreement dated as of August 5, 2002,by and among HPSC Bravo Funding, LLC, HPSC, Inc., Triple-A One Funding Corporation, and Capital Markets
Assurance Corporation   |  | Incorporated by reference to Exhibit 10.79 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2002
|10.80  |  | Amendment Number 2, dated as of January 31, 2003 to Fifth Amended and Restated Loan and Security Agreement dated as of August 5, 2002, by and among HPSC, Inc., each of the lenders that is a signatory thereto and Foothill Capital
Corporation                              |  | Incorporated by reference to Exhibit 10.80 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2002
|10.81  |  | Amendment No. 2, dated as of March 19, 2003, to the Amended and Restated Purchase and Contribution Agreement dated as of March 31, 2000, by and between HPSC Bravo Funding, LLC and HPSC, Inc.                                                                                |  | Incorporated by reference to Exhibit 10.81 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2002
|10.82  |  | Amendment No. 3, dated as of March 19, 2003, to the Second Amended and Restated Lease Receivables Purchase Agreement dated as of August 5, 2002, by and among HPSC Bravo Funding, LLC, HPSC, Inc., Triple-A One Funding Corporation and Capital Markets
Assurance Corporation |  | Incorporated by reference to Exhibit 10.82 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2002
|13.1   |  | HPSC, Inc. 2002 Annual Report to Shareholders (as restated)                                                                                                                                                                                                                   |  | Filed herewith                                                                                                             
|21.1   |  | Subsidiaries of HPSC, Inc.                                                                                                                                                                                                                                                    |  | Incorporated by reference to Exhibit 21.1 to HPSC's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 
|23.1   |  | Consent of Deloitte & Touche LLP                                                                                                                                                                                                                                              |  | Filed herewith                                                                                                             
|31.1   |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                            |  | Filed herewith                                                                                                             
|       |  |                                                                                                                                                                                                                                                                               |  |                                                                                                                            

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|31.2 |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                 |  | Filed herewith
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|32.1 |  | Certification of Chief Executive Officer as to Periodic Financial Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | Filed herewith
|32.2 |  | Certification of Chief Financial Officer as to Periodic Financial Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | Filed herewith

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(b)
Reports on Form 8-K

None

28

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, HPSC, Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|                       |  | HPSC, INC.
|---------------------- |  | ----------
|Dated: August 13, 2003 |  | By:       

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of HPSC, Inc. and in the capacities and on the dates
indicated.

|NAME                                            |  | TITLE                                                                                                |  | DATED          
|----------------------------------------------- |  | ---------------------------------------------------------------------------------------------------- |  | ---------------
|                                                |  |                                                                                                      |  |                
|/s/JOHN W. EVERETSJohn W. Everets               |  | Chairman, Chief Executive Officer and Director (Principal Executive Officer)                         |  | August 13, 2003
|/s/RAYMOND R. DOHERTYRaymond R. Doherty         |  | President and Director                                                                               |  | August 13, 2003
|/s/RENE LEFEBVRERene Lefebvre                   |  | Senior Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |  | August 13, 2003
|/s/WILLIAM S. HOFTWilliam S. Hoft               |  | Vice PresidentFinance
(Principal Accounting Officer)                                                |  | August 13, 2003
|/s/DOLLIE A. COLEDollie A. Cole                 |  | Director                                                                                             |  | August 13, 2003
|/s/THOMAS M. MCDOUGALThomas M. McDougal         |  | Director                                                                                             |  | August 13, 2003
|/s/SAMUEL P. COOLEYSamuel P. Cooley             |  | Director                                                                                             |  | August 13, 2003
|/s/J. KERMIT BIRCHFIELDJ. Kermit Birchfield     |  | Director                                                                                             |  | August 13, 2003
|/s/RICHARD D. FIELDRichard D. Field             |  | Director                                                                                             |  | August 13, 2003
|/s/LOWELL P. WEICKER, JR.Lowell P. Weicker, Jr. |  | Director                                                                                             |  | August 13, 2003

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