<PAGE>
                                                                   Exhibit 10.21



                                                                       EXHIBIT A

                                  FORM OF NOTE

THIS NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE. NO TRANSFER OF THIS NOTE SHALL BE MADE UNLESS THAT
TRANSFER IS MADE IN A TRANSACTION WHICH DOES NOT REQUIRE REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES ACT OR UNDER APPLICABLE STATE SECURITIES OR
"BLUE SKY" LAWS. IN THE EVENT THAT A TRANSFER IS TO BE MADE, THE PROSPECTIVE
TRANSFEREE OF THE HOLDER HEREOF SHALL DELIVER TO THE INDENTURE TRUSTEE (I) AN
INVESTMENT LETTER SUBSTANTIALLY IN THE FORM SET FORTH IN AN EXHIBIT TO THE
INDENTURE OR (II) AN OPINION OF COUNSEL THAT THE TRANSFER IS EXEMPT FROM SUCH
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT (WHICH OPINION SHALL NOT
BE AT THE EXPENSE OF THE ISSUER, THE INDENTURE TRUSTEE, THE SERVICER OR THE
TRUST ESTATE). NEITHER THE ISSUER NOR THE INDENTURE TRUSTEE IS OBLIGATED TO
REGISTER OR QUALIFY THE NOTES UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES
LAW. THE PURCHASER OF THIS NOTE AGREES THAT IT WILL, AND EACH SUBSEQUENT
TRANSFEREE IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE
RESTRICTIONS REFERRED TO ABOVE.

DUE TO THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON
THE FACE HEREOF. ANYONE PURCHASING THIS NOTE MAY ASCERTAIN THE OUTSTANDING
PRINCIPAL AMOUNT HEREOF BY INQUIRY OF THE INDENTURE TRUSTEE.

No. _                                                            $ ___________


CUSIP NO.   [___________]

                              MFI FINANCE II, LLC
                 [____]% ASSET-BACKED NOTE, SERIES [__________]


            Registered Owner: ______________________________________


DELIVERY DATE:   [___________]           STATED MATURITY DATE:   [___________]


      MFI Finance II, LLC, a limited liability company duly organized and
existing under the laws of the State if Delaware (the "Issuer," which term
includes any successor entity under the Indenture referred to below), for value
received, hereby promises to pay to the Registered Owner, or its registered
assigns, the principal sum of _____________________ DOLLARS ($______________) in
monthly installments beginning on [___________], and to pay interest monthly in
arrears on the unpaid portion of said principal sum (and, to the extent that the
payment of such interest shall be legally enforceable, on any overdue
installment of interest on this Note) on the sixteenth day of each calendar
month or, if such sixteenth day is not a Business Day, the Business Day
immediately following (each, a "Payment Date"), for the period from and
including the Delivery Date set forth above through [___________], and
thereafter, monthly from and including the most recent Payment Date through the
day immediately preceding the applicable Payment


                                      A-1
<PAGE>
Date, until the last day preceding the Final Payment Date, at the rate of [___]%
per annum (calculated on the basis of [__________________]).

      The principal of this Note shall be payable in installments ending no
later than the Stated Maturity Date hereof unless this Note becomes due and
payable at an earlier date by declaration of acceleration, call for redemption
or otherwise. All reductions in the principal amount of a Note effected by
payments of installments of principal made on any Payment Date shall be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not such payment is noted on this Note. Each installment of principal
payable on this Note shall be in an amount equal to this Noteholder's pro-rata
share of the Principal Distribution Amount and the Additional Principal Amount,
if any, available to be paid to Noteholders of this Series in accordance with
the priorities of Sections 12.02(d) and 6.08 of the Indenture. The principal
payable on this Note shall be paid on each Payment Date beginning on the Initial
Payment Date and ending on the applicable Final Payment Date. All payments of
principal with respect to all of the Notes of a Series shall be made on a pro
rata basis based upon the ratio that the Outstanding Principal Amount of a Note
bears to the Outstanding Principal Amount of all Notes of such Series; provided,
however, that if as a result of such proration a portion of such principal would
be less than $.01, then such payment shall be decreased to the nearest whole
cent, and no subsequent adjustment shall be made in respect thereof.

      The principal and interest on this Note are payable by wire transfer in
accordance with the terms of the Indenture.

      This Note is one of a duly authorized issue of Notes of the Issuer
designated as its [___]% Asset-Backed Notes, Series [_______], Due [___________]
(herein called the "Notes") issued and to be issued under the Indenture, dated
as of September 1, 2001, and the Supplement to Indenture, Asset-Backed Notes,
Series [_______] (together, the "Indenture"), among the Issuer, MicroFinancial
Incorporated, as Servicer, and Wells Fargo Bank Minnesota, National Association,
as Indenture Trustee (the "Indenture Trustee," which term includes any successor
Indenture Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Issuer, the Indenture Trustee and the Holders of the
Notes, and the terms upon which the Notes are, and are to be, authenticated and
delivered. Each capitalized term used and not otherwise defined herein has the
meaning assigned thereto in the Indenture. This Note is issued under and is
subject to the terms, provisions and conditions of the Indenture to which the
Holder of this Note by virtue of the acceptance hereof assents and by which such
Holder is bound.

      The property of the Trust Estate includes certain Contract Assets,
Underlying Notes and certain other assets described in the Indenture. The Series
[_______] Notes and all other Series of Notes are payable out of the Trust
Estate pari passu among such Noteholders equally and ratably without prejudice,
priority or distinction between any Note by reason of time of issue or
otherwise.

      Unless earlier declared due and payable by reason of an Event of Default,
the Notes are payable only at the time and in the manner provided in the
Indenture and are not redeemable or prepayable at the option of the Issuer
before such time, except that the Notes shall be redeemable at the option of the
Issuer in whole but not in part at any time after the Outstanding Principal
Amount of the Notes declines below 10% of the Outstanding Principal Amount as of
the Closing Date at the applicable Redemption Price plus any fees due under the
Indenture. If an Event of Default as defined in the Indenture shall occur and be
continuing, the principal of all the Notes may become or be declared due and
payable in the manner and with the effect provided in the Indenture.


                                      A-2
<PAGE>
      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer upon surrender of this Note for registration of transfer at the
office or agency of the Issuer in the United States of America maintained for
such purpose, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Indenture Trustee and duly
executed by the holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes with the same Stated Maturity Date of authorized
denominations and for the same initial aggregate principal amount will be issued
to the designated transferees.

      Prior to due presentment for registration of transfer of this Note, the
Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee shall treat the Person in whose name this Note is registered as the
owner hereof for the purpose of receiving payment as herein provided and for all
other purposes whether or not this Note be overdue, and neither the Issuer, the
Indenture Trustee, nor any such agent shall be affected by notice to the
contrary.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer, the Trustee, the Back-up Servicer and the Servicer without
the consent of the Holders of the Notes. The Indenture also contains provisions
permitting the Noteholders to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver shall be conclusive and binding
upon the Holder of this Note and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.

      The Notes are issuable only in registered form without coupons in such
authorized denominations as provided in the Indenture and subject to certain
limitations therein set forth.

      This Note and the Indenture shall be governed by and construed in
accordance with the internal laws of the State of New York, without regard to
conflicts of laws principles.

      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note,
but solely from the assets of the Trust Estate pledged to the Indenture Trustee
under the Indenture at the times, place and rate, and in the coin or currency,
herein prescribed.


                                      A-3
<PAGE>
                                                                       EXHIBIT B

                         FORM OF SUPPLEMENT TO INDENTURE
                         ASSET-BACKED NOTES, SERIES [ ]


      This SUPPLEMENT TO INDENTURE, dated as of ______________ (this
"Supplement"), is among MFI Finance II, LLC, a Delaware limited liability
company, as Issuer (the "Issuer"), MicroFinancial Incorporated, a Massachusetts
corporation, as Servicer (the "Servicer"), Wells Fargo Bank Minnesota, National
Association, a national banking association, as Indenture Trustee (in such
capacity, the "Indenture Trustee") and as Back-up Servicer (in such capacity,
the "Back-up Servicer").

      This Supplement incorporates by reference all of the provisions (including
all defined terms) of the Indenture, dated as of September 1, 2001 (the "Basic
Indenture"), among the Issuer, the Servicer, the Indenture Trustee and the
Back-up Servicer. Reference is further made to (i) the Servicing Agreement,
dated as of September 1, 2001 (the "Servicing Agreement"), among the Servicer,
the Issuer, the Indenture Trustee and the Back-up Servicer, and (ii) the
Contract Acquisition Agreement, dated as of September 1, 2001 (the "Contract
Acquisition Agreement"), between the Issuer and Leasecomm Corporation, as the
Originator (the "Originator").

      The Issuer has duly authorized the execution and delivery of this
Supplement to provide for the issuance of the Issuer's __% Asset-Backed Notes,
Series ________ (the "Series ______ Notes"), in an aggregate principal amount of
$_____________________, issuable as provided in the Indenture. Pursuant to
Section 2.02 of the Indenture, this Supplement sets forth the following
additional terms applicable to the Series ___________ Notes.

SECTION 1.  SUPPLEMENTAL DEFINITIONS.

      "Account Administration Fee" means, with respect to the Series __________
Notes and the Initial Payment Date, __________________.

      "Account Administration Fee Rate" means, with respect to the Series
__________ Notes, ____%.

      "Accrual Date" means, with respect to the Series __________ Notes,
__________________.

      "Cash Collateral Account Factor" means, with respect to the Series _____
Notes, [the sum of (i) one and (ii) the decimal equivalent of a fraction, the
numerator of which is the Discount Rate and the denominator of which is twelve].

      "Collateralization Percentage" means, with respect to the Series _____
Notes, ____%.

      "Cut-Off Date" means, with respect to the Series _____ Notes,
____________________.

      "Delivery Date" means, with respect to the Series _____ Notes,
____________________.

      "Discount Rate" means, with respect to the Series ______ Notes, ____%.

      "Initial Cash Collateral Account Deposit" means, with respect to the
Series ______ Notes, $_______.


                                      B-1
<PAGE>
      "Initial Payment Date" means, with respect to the Series _____ Notes,
____________________.

      "Initial Reserve Account Deposit" means, with respect to the Series
_____ Notes, ____________________.


      "Interest Calculation Convention" means, with respect to the Series
_____ Notes, _________________.

      "Note Interest Rate" means, with respect to the Series _____ Notes,
____%.

      "Note Purchase Agreement" means, with respect to the Series _____
Notes, _________________.

      "Placement Agent" means, with respect to the Series _____ Notes,
Rothschild Inc.

      "Private Placement Memorandum Date" means, with respect to the Series
______ Notes, ____________________.

      "Series Required Reserve Amount" means, with respect to the Series
______ Notes, __________.

      "Stated Maturity Date" means, with respect to the Series _____ Notes,
____________________.

      "Targeted Balance" means, with respect to the Series ______ Notes and
any Payment Date, ____________________.

      "Targeted Principal Distribution Amount" means, with respect to the
Series ______ Notes, ____________________.

      "Transaction Documents Date" means, with respect to (i) any of the
Transaction Documents related to the Series _____ Notes, as of _________, and
(ii) the Private Placement Memorandum, ____________________.

      "Underlying Indenture" means, with respect to the Series _____ Notes,
___________________.

      "Underlying Note" means, with respect to the Series _____ Notes,
___________________ issued by ______________ in the name of the Issuer or its
nominee.

      "Underlying Note Purchase Agreement" means, with respect to the Series
_____ Notes, ___________________.

SECTION 2.  REQUIRED PROVISIONS.

      (a)   The Series of Notes to be issued under this Supplement shall be
designated as the Issuer's "Asset-Backed Notes, Series ______."

      (b)   The maximum aggregate principal amount of Series _____ Notes that
may be issued is $________________________.


                                      B-2
<PAGE>
      (c)   There are no additional Trigger Events applicable to the Series
_____ Notes.


SECTION 3.  ADDITIONAL PROVISIONS.

      [insert, if any]

SECTION 4.  MISCELLANEOUS.

      (a) As supplemented by this Supplement, the Indenture is in all respects
ratified and confirmed and the Indenture as so supplemented shall be read, taken
and construed as one and the same instrument. In the event that any term or
provision contained herein shall conflict with or be inconsistent with any term
or provision contained in the Indenture, the terms and conditions of the
Supplement shall be controlling.

      (b) This Supplement shall be construed in accordance with and governed by
the internal laws of the State of New York applicable to agreements made and to
be performed therein, without regard to the conflict of laws provisions of any
State.

      (c) This Supplement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. Delivery of an
executed counterpart of a signature page to this Supplement by telecopier shall
be as effective as delivery of a manually executed counterpart of this
Supplement.


                                      B-3
<PAGE>
      IN WITNESS WHEREOF, the Issuer, the Servicer, the Indenture Trustee and
the Back-up Servicer have caused this Supplement to be duly executed by their
respective officers thereunto duly authorized as of the date and year first
above written.




                                      MFI FINANCE II, LLC, as Issuer


                                      By:_____________________________________
                                         Name:
                                         Title:

                                      MICROFINANCIAL INCORPORATED, as
                                      Servicer


                                      By:_____________________________________
                                         Name:
                                         Title:

                                      WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION, as Indenture
                                      Trustee


                                      By:_____________________________________
                                         Name:
                                         Title:

                                      WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION, as Back-up
                                      Servicer


                                      By:_____________________________________
                                         Name:
                                         Title:


                                      B-4
<PAGE>
                                   SCHEDULE A

                               SERIES _____ NOTES
                                CONTRACT SCHEDULE




                                   SCHEDULE B

                               SERIES _____ NOTES
                 [SCHEDULE OF TARGETED BALANCES - IF APPLICABLE]



                                      B-5
<PAGE>
                                                                       EXHIBIT C

                            FORM OF INVESTMENT LETTER

                               MFI FINANCE II, LLC
 $[___________] [___]% ASSET-BACKED NOTES, SERIES [___], DUE [_______________]




MFI Finance II, LLC
950 Winter Street, Suite 4100C
Waltham, Massachusetts 02451

Wells Fargo Bank Minnesota, National Association,
  as Indenture Trustee
Sixth Street & Marquette Avenue
MAC N9311-161
Minneapolis, Minnesota  55479

Ladies and Gentlemen:

      Terms used herein and not otherwise defined shall have the meanings given
to them in the Indenture, dated as of September 1, 2001 (the "Indenture"), among
MFI Finance II, LLC, as Issuer (the "Issuer"), MicroFinancial Incorporated, as
Servicer, and Wells Fargo Bank Minnesota, National Association, as Indenture
Trustee (the "Indenture Trustee") and as Back-up Servicer. The undersigned
hereby certifies on behalf of the Purchaser named below (the "Purchaser") as
follows:

      1.    I ______________, am the chief financial officer, a person
fulfilling an equivalent function or other executive officer of the Purchaser.

      [2. I am familiar with the provisions of Rule 144A ("Rule 144A")
promulgated under the Securities Act of 1933, as amended (the "1933 Act").

            a.    The Purchaser is a "qualified institutional buyer," as
      defined in Rule 144A.

            b. The Purchaser is aware that the Issuer may rely on the exemption
      from the registration requirements of the 1933 Act provided by Rule 144A.

            c. The Purchaser acknowledges that the Purchaser has (i) received
      such information regarding the Issuer's [___]% Asset-Backed Notes, Series
      [___], due [_______________], as the Purchaser may require pursuant to
      Rule 144A or (ii) the Purchaser has determined not to request such
      information.]

      [2. I am familiar with the provisions of Regulation D promulgated under
the Securities Act of 1933 (the "1933 Act").

            a. The Purchaser is an "accredited investor" within the meaning of
      Rule 501(a)(1), (2), (3), or (7) of Regulation D under the 1933 Act.


                                      C-1
<PAGE>
            b. In the normal course of the Purchaser's business the Purchaser
      invests in or purchases securities similar to the Series [ ] Notes, has
      such knowledge and experience in financial and business matters that the
      Purchaser is capable of evaluating the merits and risks of its investment
      in the Series [ ] Notes.

            c.    The Purchaser is capable of bearing the economic risks of
      an investment in the Series [     ] Notes.]

      [2. I am familiar with the provisions of Regulation S ("Regulation S")
promulgated under the Securities Act of 1933 (the "1993 Act") and the entity
that has offered or sold the Notes to the Purchaser has executed the "Regulation
S Acknowledgment" appearing after the Purchaser's signature to this investment
letter.(1) The Purchaser is acquiring the Notes pursuant to and in compliance
with all requirements of the exemption from registration under the 1933 Act
provided by Rule 904 of Regulation S, and in conjunction with such
determination, the following information is correct:

            a. The Purchaser is not a "U.S. person" within the meaning of Rule
            902(k) of Regulation S.

            b. The Purchaser is not (i) the International Monetary Fund, the
            International Bank for Reconstruction and Development, the
            Inter-American Development Bank, the Asian Development Bank, the
            African Development Bank, the United Nations, or any of their
            respective agencies, affiliates or pension plans, or (ii) any other
            similar international organization, or any of their respective
            agencies, affiliates or pension plans.

            c. The Purchaser is not any discretionary account or similar account
            (other than an estate or trust) held for the benefit or account of a
            non-U.S. person by a dealer or other professional fiduciary
            organized, incorporated, or (if an individual) resident in the
            United States; unless such Purchaser is also excluded from the
            definition of U.S. person pursuant to another exemption from such
            definition.

            d. The offer and sale of the Notes was made in an "offshore
            transaction" within the meaning of Rule 902(h) of Regulation S, and,
            in particular:

                  (i)   the offer was not made to the Purchaser or any of its
                        agents in the United States, and

                  (ii)  either, (x) at the time the buy order was originated,
                        the Purchaser was outside the United States or (y) the
                        transaction was executed in, on or through the
                        facilities of a designated offshore securities market
                        described in Rule 902(b) of Regulation S

            e. The Purchaser acknowledges receipt of the following notice for
            purposes of Rule 904(b) of Regulation S:


-------------------------


      (1) [NOTE: In order to use this representation, attached Regulation S
Acknowledgment must also be executed and delivered by the selling Noteholder or
its agent.]


                                      C-2
<PAGE>
                  THE NOTES MAY BE OFFERED AND SOLD DURING THE DISTRIBUTION
                  COMPLIANCE PERIOD ONLY IN ACCORDANCE WITH THE PROVISIONS OF
                  REGULATION S (RULE 901 THROUGH RULE 905, AND THE PRELIMINARY
                  NOTES); PURSUANT TO REGISTRATION OF THE NOTES UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN
                  AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT OF 1933, AS AMENDED.]

      3. The Purchaser is acquiring the Series [ ] Notes for its own account and
the account of its affiliated entities for the purpose of investment or resale
under Rule 144A or another exemption from registration available under the 1933
Act and not with a view to the distribution thereof.

      4. The Purchaser understands that it is the expressed intent of the Issuer
that the Series [ ] Notes are being issued only in transactions not involving
any public offering within the meaning of the 1933 Act and that the Series [ ]
Notes will bear a legend substantially as set forth in the form of the Series
[ ] Note attached to the Indenture.

      5. The Purchaser has no present intention of selling, negotiating or
otherwise disposing of the Series [ ] Notes; provided, however, that it is
understood that the disposition of the Purchaser's property shall at all times
be and remain within its control and without prejudice, however, to its right at
all times to sell or otherwise dispose of all or any part of the Series [ ]
Notes in accordance with the Indenture under a registration statement under the
1933 Act, or under an exemption from such registration available under the 1933
Act.

      6. [Each Purchaser of a Series [ ] Note represents that each source of
funds to be used by such Purchaser to acquire the Series [ ] Notes does not
include assets of any employee benefit plan, other than a plan exempt from the
coverage of the U.S. Employee Retirement Income Security Act of 1974, as amended
("ERISA").

      As used in this Section 6, the term "employee benefit plan" has the
meaning assigned to such term in Section 3 of ERISA.

      7. The Purchaser acknowledges that transfer of a Series [ ] Note may only
be effected in accordance with the Indenture.


                                      C-3
<PAGE>
      The representations and warranties contained herein shall be binding upon
the heirs, executors, administrators and other successors of the undersigned. If
there is more than one signatory hereto, the obligations, representations,
warranties and agreements of the undersigned are made jointly and severally.


      Executed at _______________________, ___________________, this _____
day of____________.


___________________________________________________________________
Purchaser's Name and Title (Print)        Signature of Purchaser


________________________________
Address of Purchaser


________________________________
Purchaser's Taxpayer Identification (if applicable)


                                      C-4
<PAGE>
                    SELLER'S REGULATION S ACKNOWLEDGMENT(2)

      I _________________, am the chief financial officer, a person fulfilling
an equivalent function, or other executive officer of the registered owner of
the Notes to be sold to the Purchaser. I hereby certify that I am familiar with
the provisions of Regulation S promulgated under the Securities Act of 1933, as
amended (the "Act"), and that such registered owner and, if different, any
beneficial owner of such Notes (collectively, the "Seller") is offering and
selling such Notes pursuant to and in compliance with all requirements of the
exemption from registration under the Act provided by Rule 904 of Regulation S,
and conjunction with such determination, certify that I have reviewed the
following information with any person or entity assisting the Seller in offering
and selling the Notes, and, after making a reasonable investigation to confirm
the facts below, hereby certify to you that the following information is true:

(a)   The Seller is not:

      (1)   the issuer,

      (2)   any distributor of the Notes (meaning any underwriter, dealer, or
            other person or entity who participates, pursuant to a contractual
            arrangement, in the sale of the Notes from the Seller to the
            Purchaser pursuant to Regulation S),

      (3)   any affiliate of any of the persons or entities described in clauses
            (1) through (3) (other than any officer or director who is an
            affiliate solely by virtue of holding such position), or

      (4)   any person acting on behalf of any of the persons or entities
            described in clauses (1) through (3);

(b)   The offer and sale of the Notes has been made in an "offshore transaction"
      within the meaning of Regulation S and more specifically:

      (1)   the offer and sale was not made to a person in the United States,
            and

      (2)   either:

            (i)   at the time the buy order was originated, the buyer was
                  outside the United States, or the Seller and any person acting
                  on its behalf reasonably believed that the buyer was outside
                  the United States, or

            (ii)  the transaction is being executed in, on or through the
                  facilities of a designated offshore securities market
                  described in paragraph (b) of Rule 902 of Regulation S and
                  neither the Seller nor any person acting on its behalf knows
                  that the transaction has been pre-arranged with a buyer in the
                  United States;



-----------------------

      (2)  Delivered only when transfer is made pursuant to Reg. S.

                                      C-5
<PAGE>
      (3)   neither the Seller nor any person or entity acting on its behalf
            targeted offers or sales of the Notes pursuant to this
            transaction at identifiable groups of U.S. citizens abroad (or
            entities acting on their behalf); and

      (4)    the Notes are not being offered or sold to:

            (i)   the International Monetary Fund, the International Bank for
                  Reconstruction and Development, the Inter-American Development
                  Bank, the Asian Development Bank, the African Development
                  Bank, or the United Nations or any of their respective
                  agencies, affiliates or pension plans, or

            (iii) any other similar international organizations or their
                  respective agencies, affiliates or pension plans.

(c)   In connection with such offer and sale, none of the Seller, any
      affiliate of the Seller, or any person or entity acting on their behalf
      has made "directed selling efforts" within the meaning of Regulation S
      (including without limitation any activity undertaken for the purpose
      of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for any of the Notes, or
      placing an advertisement in a publication with a general circulation in
      the United States that refers to the offering of Notes being made in
      reliance upon Regulation S);

(d)   Neither the Seller nor any person or entity acting on its behalf knows
      that the offeree or buyer of the securities is a "U.S. person" (within
      the meaning of Rule 902(k) of Regulation S); and

(e)   If the offer or sale of the Notes is by an officer or director of the
      issuer or a distributor, who is an affiliate of the issuer or distributor
      solely by virtue of holding such position, no selling concession, fee or
      other remuneration is being paid in connection with such offer or sale
      other than the usual and customary broker's commission that would be
      received by a person executing such transaction as agent.


      The representations and warranties contained in this Acknowledgement shall
be binding upon the heirs, executors, administrators and other successors of the
undersigned. If there is more than one signatory hereto, the obligations,
representations, warranties and agreements of the undersigned are made jointly
and severally.


      Executed at _______________________, ___________________,
      this _____ day of____________.


______________________________________
      Seller's Name and Title (Print)


______________________________________
      Signature of Seller


                                      C-6
<PAGE>
                                                                       EXHIBIT D


                           FORM OF MFC II CERTIFICATE
               (PURSUANT TO SECTION [4.01/4.02] OF THE INDENTURE)

      Pursuant to the Indenture, dated as of September 1, 2001 (the
"Indenture"), among the undersigned, MicroFinancial Incorporated, as Servicer,
and Wells Fargo Bank Minnesota, National Association, as Indenture Trustee and
as Back-up Servicer, attached hereto as Schedule I is an [Initial/Amended]
Contract Schedule, which includes information regarding Contract Assets that are
hereby assigned, transferred and delivered by the Issuer to the Indenture
Trustee in accordance with the Indenture (the "Transfer"). Each capitalized term
used and not otherwise defined herein shall have the meaning ascribed thereto in
the Indenture.

      MFI Finance II, LLC hereby certifies:

1.    no Default, Event of Default or Trigger Event exists or shall result
      from the Transfer;

2.    the Contracts identified on the attached Schedule I are Eligible
      Contracts;

3.    after giving effect to such Transfer, the Concentration Limits shall
      not be exceeded; and

4.    all of the terms of the Contract Acquisition Agreement have been
      satisfied.



                                          MFI FINANCE II, LLC


                                          By:__________________________________
                                          Name:
                                          Title:


                                      D-1
<PAGE>
                                                                    SCHEDULE I

                      [INITIAL / AMENDED] CONTRACT SCHEDULE


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                                                                       EXHIBIT E


                             FORM OF RELEASE REQUEST

      Pursuant to Section 4.03(e) of the Indenture, dated as of September 1,
2001 (the "Indenture"), among MFI Finance II, LLC, as Issuer, MicroFinancial
Incorporated, as Servicer, and Wells Fargo Bank of Minnesota, National
Association, as Indenture Trustee and as Back-up Servicer, the Servicer hereby
requests that the Indenture Trustee temporarily release the contracts listed on
Exhibit A attached hereto (the "Released Contracts") for the purpose of
servicing such Released Contracts. The Servicer shall return such Released
Contracts in accordance with the Indenture. Each capitalized term, used but not
otherwise defined herein has the meaning ascribed thereto in the Indenture.


                                            MICROFINANCIAL INCORPORATED



                                            By:_________________________________
                                            Name:
                                            Title:



 Acknowledged and agreed to:

 WELLS FARGO BANK MINNESOTA,
 NATIONAL ASSOCIATION


 By:_________________________________
 Name:
 Title:


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<PAGE>
                                    EXHIBIT A

                               RELEASED CONTRACTS


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                                                                       EXHIBIT F


                        FORM OF CERTIFICATE OF THE ISSUER
                 (PURSUANT TO SECTION 4.06(a) OF THE INDENTURE)


      Pursuant to Section 4.06(a) of the Indenture, dated as of September 1,
2001 (the "Indenture"), among MFI Finance II, LLC, as Issuer, MicroFinancial
Incorporated, as Servicer, and Wells Fargo Bank of Minnesota, National
Association, as Indenture Trustee and as Back-up Servicer, the Issuer hereby
requests the release from the lien of the Indenture of the Contracts and the
related Contract Assets listed on the attached Schedule I (the "Released
Contracts"). The Issuer hereby certifies to the Indenture Trustee the following
(each capitalized term, used but not otherwise defined herein has the meaning
ascribed thereto in the Indenture):

      A)    The amount of $____________________ will be deposited in the
            Collection Account with respect to the Released Contracts, which
            amount equals [the Purchase Price of the Released Contracts] [the
            entire amount of Insurance Proceeds or Recoveries received with
            respect to such Released Contracts].


                                           MFI FINANCE II, LLC



                                           By:_________________________________
                                           Name:
                                           Title:
<PAGE>
                                                                       EXHIBIT G


                        FORM OF NOTEHOLDER CERTIFICATION
                                     [date]


Wells Fargo Bank Minnesota, National
  Association, as Indenture Trustee
Sixth Street and Marquette Avenue
MAC N9311-161
Minneapolis, MN  55479

MFI Finance II, LLC
950 Winter Street, Suite 4100C
Waltham, Massachusetts 02451

Attn: Corporate Trust Services - Asset-Backed Administration
      MFI Finance II, LLC Asset-Backed Notes

      In accordance with Section 4.01 of the Servicing Agreement, dated as of
September 1, 2001 (the "Agreement"), by and among MicroFinancial Incorporated,
as Servicer, MFI Finance II, LLC, as Issuer, and Wells Fargo Bank Minnesota,
National Association, as Indenture Trustee (in such capacity, the "Indenture
Trustee") and as Back-Up Servicer, with respect to the MFI Finance II, LLC
Asset-Backed Notes, Series [] (the "Notes"), the undersigned hereby certifies
and agrees as follows:

      1. The undersigned is a beneficial owner of $[] in principal balance of
the Notes.

      2. The undersigned is requesting a password pursuant to Section 4.01 of
the Agreement for access to certain information (the "Information") on the
Indenture Trustee's website.

      3. In consideration of the Indenture Trustee's disclosure to the
undersigned of the Information, or the password in connection therewith, the
undersigned will keep the Information confidential (except from such outside
persons as are assisting it in connection with the related Notes, from its
accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Indenture
Trustee, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the
"Representatives") in any manner whatsoever, in whole or in part.

      4. The undersigned will not use or disclose the Information in any manner
which could result in a violation of any provision of the Securities Act of
1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934,
as amended, or would require registration of any Note pursuant to Section 5 of
the Securities Act.

      5. The undersigned shall be fully liable for any breach of this agreement
by itself or any of its representatives and shall indemnify the Issuer and its
affiliates and the Indenture Trustee for any


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loss, liability or expense incurred thereby with respect to any such breach by
the undersigned or any of its representatives.

      6. Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.


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<PAGE>
      IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereby by its duly authorized officer, as of the day and year written above.





                                        _____________________________________
                                        Beneficial Owner


                                        By:__________________________________
                                        Title:_______________________________
                                        Company:_____________________________
                                        Phone:_______________________________


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