Letter Agreement Amending Asset Purchase Agreement

EXHIBIT 10


[Letter of Bank of America]


August 26, 1996


James G. Duff Chairman and Chief Executive USL Capital Corporation 733 Front Street San Francisco, CA 94111


Re: Modification of Section 7.3 of the Asset Purchase Agreement
-----------------------------------------------------------


Dear Mr. Duff:


This confirms our agreement to modify Sections 7.3(a) and 7.3(h) of the Asset Purchase Agreement dated August 5, 1996 by and among USL Capital Corporation and Ford Motor Credit Company ("Seller"), and BA Leasing & Capital Corporation ("Buyer"). These sub-sections are modified only to the extent reflected in this letter. Please ...