and

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EXHIBIT 10.1

PHOENIX RECEIVABLES II, INC.,

PHOENIX LEASING INCORPORATED

and

PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION,

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

RECEIVABLES TRANSFER AGREEMENT

Dated as of November 1, 1995

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TABLE OF CONTENTS

Page
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ARTICLE ONE DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE TWO TRANSFER OF LEASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Section 2.01. Agreement to Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.02. Transfer Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.03. Transfer of Transferred Property . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.04. Delivery of Lease Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.05. Further Transfer of Transferred Property . . . . . . . . . . . . . . . . . . . . 5
Section 2.06. Cost of Delivery of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.07. Transfers of New Transferred Property . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE THREE REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Section 3.01. Representations and Warranties of the Phoenix Finance Subsidiary . . . . . . . . 6
Section 3.02. Covenants of the Phoenix Finance Subsidiary . . . . . . . . . . . . . . . . . . . 9
Section 3.03. Representations and Warranties of PSSFC . . . . . . . . . . . . . . . . . . . . . 10
Section 3.04. Representations and Warranties of PLI . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE FOUR MERGER OR CONSOLIDATION; COSTS; INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . 12

Section 4.01. Merger or Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.02. Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.03. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.04. Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE FIVE CONDITIONS OF CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Section 5.01. Conditions of PSSFC's Obligations . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 5.02. Conditions of the Phoenix Finance Subsidiary's Obligations . . . . . . . . . . . 19
Section 5.03. Termination of PSSFC's Obligations . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE SIX MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Section 6.01. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 6.02. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.03. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.04. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.05. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . 21
Section 6.06. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.07. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.08. Confirmation of Intent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

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Page
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Section 6.09. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.10. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

EXHIBIT A Form of Receivables Transfer Agreement Supplement

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This agreement (this "Agreement"), dated as of November 1, 1995,
between PHOENIX RECEIVABLES II, INC., a Delaware corporation (the "Phoenix
Finance Subsidiary"), PHOENIX LEASING INCORPORATED, a California corporation
("PLI"), and PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION, a Delaware
corporation ("PSSFC").

W I T N E S S E T H:

WHEREAS, pursuant to the Contribution Agreement dated as of November 1,
1995 (the "Contribution Agreement") between PLI and the Phoenix Finance
Subsidiary, PLI transferred and assigned all of its right, title and interest in
and to the Initial Assets (as defined in the Contribution Agreement) to Phoenix
Finance Subsidiary upon the terms and conditions thereunder; and

WHEREAS, the Phoenix Finance Subsidiary desires to transfer and assign
all of its right, title and interest in and to the Transferred Property (as
defined below) to PSSFC upon the terms and conditions hereinafter set forth; and

WHEREAS, it is contemplated that the Transferred Property transferred
hereunder will be transferred by PSSFC to the Trust formed pursuant to the
Pooling and Servicing Agreement dated as of November 1, 1995 (the "Pooling and
Servicing Agreement") among PSSFC, PLI, as servicer (the "Servicer") and Bankers
Trust Company, as trustee (the "Trustee"); and

WHEREAS, it is contemplated that following such transfers and
assignments the Servicer will service the Transferred Property pursuant to the
Pooling and Servicing Agreement; and

WHEREAS, the Phoenix Finance Subsidiary desires to transfer to PSSFC,
the Phoenix Finance Subsidiary's right, title and interest in and under the
Contribution Agreement; and

WHEREAS, pursuant to the Pooling and Servicing Agreement, PSSFC will
transfer to the Trustee, for the benefit of the Trust and the
Certificateholders, PSSFC's right, title and interest in and under this
Agreement, and the Phoenix Finance Subsidiary agrees that all covenants and
agreements made by it herein shall also be for the benefit of the Trust and the
Certificateholders;

NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:

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ARTICLE ONE

DEFINITIONS

Section 1.01. Definitions. Whenever used herein, the following words
and phrases, unless the context otherwise requires, shall have the meanings
specified in this Article:

"Commission" means the Securities and Exchange Commission.

"Contribution Agreement" has the meaning ascribed thereto in the first
WHEREAS Clause of this Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Initial Transferred Property" means (a) (i) any Initial Equipment that
is owned by the Phoenix Finance Subsidiary and any and all income and proceeds
from such Initial Equipment, but subject to the rights of any User to quiet
enjoyment of such Initial Equipment under the related Initial Lease and (ii) any
security interest of the Phoenix Finance Subsidiary in any of the Initial
Equipment that is not owned by the Phoenix Finance Subsidiary, (b) the Initial
Leases, including, without limitation, all Scheduled Payments, Residual Receipts
and any other payments due with respect to the Initial Leases after the Cut-Off
Date relating to such Initial Leases, (c) any guarantees of a User's obligations
under an Initial Lease, (d) all other documents in the Lease Files with respect
to the Initial Leases, including, without limitation, any Uniform Commercial
Code financing statements relating to the Initial Leases or the Initial
Equipment, (e) any Insurance Policies and Insurance Proceeds with respect to the
Equipment, (f) all of the Phoenix Finance Subsidiary's right, title and interest
in and to, and rights under, the Contribution Agreement, (h) the Security
Deposits and (i) any and all income and proceeds of any of the foregoing;
provided, however, that the right, title and interest in and to the Initial
Unpaid Amounts relating to the Initial Equipment, or to any warrants issued by a
User to PLI, shall not be transferred or assigned pursuant hereto.

"New Transferred Property" shall have the meaning set forth in the
related Receivables Transfer Agreement Supplement.

"Phoenix Finance Subsidiary" has the meaning ascribed thereto in the
first paragraph of this Agreement.

"PLI" has the meaning ascribed thereto in the first paragraph of this
Agreement.

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"Pooling and Servicing Agreement" has the meaning ascribed thereto in
the third WHEREAS Clause of this Agreement.

"Prospectus" means the Prospectus dated December 2, 1994 relating to
the offering by PSSFC from time to time of its Equipment Lease Backed Securities
(Issuable in Series) in the form in which it was or will be filed with the
Securities Exchange Commission pursuant to Rule 424(b) under the Securities Act
with respect to the offer and sale of the Class A Certificates.

"Prospectus Supplement" means the Preliminary Prospectus Supplement
dated November 21, 1995 and the Prospectus Supplement dated November 29, 1995,
relating to the offering of the Class A Certificates in the form in which it was
or will be filed with the Commission pursuant to Rule 424(b) under the
Securities Act with respect to the offer and sale of the Class A Certificates.

"PSSFC" has the meaning ascribed thereto in the first paragraph of this
Agreement.

"Receivables Transfer Agreement Supplement" means any Receivables
Transfer Agreement Supplement in the form of Exhibit A hereto.

"Registration Statement" means that certain registration statement on
Form S-3, as amended (Registration No. 33- 84918) relating to the offering by
PSSFC from time to time of its Equipment Lease Backed Securities (Issuable in
Series) as heretofore declared effective by the Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Termination Event" means the existence of any one or more of the
following conditions:

(a) A stop order suspending the effectiveness of the Registration
Statement shall have been issued or a proceeding for that purpose shall have
been initiated or threatened by the Commission; or

(b) Subsequent to the execution and delivery of this Agreement, a
downgrading, or public notification of a possible change, without indication of
direction, shall have occurred in the rating afforded any of the debt securities
or claims paying ability of any person providing any form of credit enhancement
for any of the Certificates, by any "nationally recognized statistical rating
organization," as that term is defined by the Commission for purposes of Rule
436(g)(2) under the Securities Act; or

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(c) Subsequent to the execution and delivery of this Agreement, there
shall have occurred an adverse change in the condition, financial or otherwise,
earnings, affairs, regulatory situation or business prospects of the Phoenix
Finance Subsidiary reasonably determined by PSSFC to be material; or

(d) Subsequent to the date of this Agreement there shall have occurred
any of the following: (i) a suspension or material limitation in trading in
securities substantially similar to the Certificates; (ii) a general moratorium
on commercial banking activities in New York declared by either Federal or New
York State authorities; or (iii) the engagement by the United States in
hostilities, or the escalation of such hostilities, or any calamity or crisis,
if the effect of any such event specified in this clause (iii) in the reasonable
judgment of PSSFC makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Class A Certificates on the terms and in
the manner contemplated in the Prospectus Supplement.

"this Agreement" shall have the meaning ascribed thereto in the first
paragraph of this agreement.

"Transferred Property" shall mean, collectively, the Initial
Transferred Property and all New Transferred Property theretofore transferred by
the Phoenix Finance Subsidiary to PSSFC pursuant to a Receivables Transfer
Agreement Supplement.

"Trustee" has the meaning ascribed thereto in the third WHEREAS Clause
of this Agreement.

Capitalized terms used herein that are not otherwise defined shall have
the respective meanings ascribed thereto in the Pooling and Servicing Agreement.

ARTICLE TWO

TRANSFER OF LEASES

Section 2.01. Agreement to Transfer. (a) Subject to the terms and
conditions of this Agreement, the Phoenix Finance Subsidiary hereby agrees to
transfer, and PSSFC hereby agrees to accept the transfer of, on the Closing
Date, the Initial Transferred Property.

(b) The closing for the transfer of the Initial Transferred Property
shall take place at the offices of Xxxxx Xxxxxxxxxx, New York, New York, at
10:00 a.m., New York time, on the Closing Date or such other place and time as
the parties shall agree.

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Section 2.02. Transfer Price. On the Closing Date, as full
consideration for the Phoenix Finance Subsidiary's Transfer of the Initial
Transferred Property to PSSFC, PSSFC will deliver to the Phoenix Finance
Subsidiary (i) cash equal to the sum of (A) $21,423,000 with respect to the
Class A Certificates, and (B) 5 days' accrued interest on the Class A
Certificates, at the rate of 6.85%, payable by wire transfer of same day funds
and (ii) the Class B and the Trust Certificate to be issued pursuant to the
Pooling and Servicing Agreement.

Section 2.03. Transfer of Transferred Property. On the Closing Date and
on any Transfer Date, the Phoenix Finance Subsidiary shall transfer, assign, set
over and convey to PSSFC, without recourse but subject to the terms of this
Agreement, all right, title and interest in and to the Initial Transferred
Property and any New Transferred Property, as the case may be.

Upon payment of the transfer price for the Initial Transferred Property
and any New Transferred Property as provided in Section 2.02 of this Agreement
and in the related Receivables Transfer Agreement Supplement, as the case may
be, the Phoenix Finance Subsidiary shall have, and shall be deemed to have,
transferred, assigned, set over and conveyed such Initial Transferred Property
and New Transferred Property, as the case may be. The Phoenix Finance
Subsidiary's accounting and other records shall accurately reflect the transfer
of the Transferred Property to PSSFC. Upon the transfer of such Transferred
Property, the ownership of each related Lease, and the contents of the related
Lease shall immediately vest in PSSFC and the ownership of all related records
and documents with respect to each Lease prepared by or which come into the
possession of the Phoenix Finance Subsidiary shall immediately vest in PSSFC.
The contents of any Lease in the possession of the Phoenix Finance Subsidiary at
any time after such transfer, and any Scheduled Lease payments due after the
Cut-Off Date and received by the Phoenix Finance Subsidiary, shall be held in
trust by the Phoenix Finance Subsidiary for the benefit of PSSFC as the owner
thereof, and shall be promptly delivered by the Phoenix Finance Subsidiary to or
upon the order of PSSFC.

Section 2.04. Delivery of Lease Files. In connection with the
assignment and transfer of the Transferred Property and Lease Files to PSSFC
pursuant to this Agreement, the Phoenix Finance Subsidiary shall cause the Lease
Files relating to the Leases to be delivered to the Servicer to be held on
behalf of the Trustee and the Certificateholders.

Section 2.05. Further Transfer of Transferred Property. The Phoenix
Finance Subsidiary acknowledges that pursuant to the Pooling and Servicing
Agreement, PSSFC intends

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to transfer on the Closing Date and on any Transfer Date all of its right, title
and interest in and to the Initial Transferred Property and any New Transferred
Property, as the case may be, to the Trustee for the benefit of the
Certificateholders. PSSFC has the right to assign its interest under this
Agreement and any Receivables Transfer Agreement Supplement to the Trustee as
may be required to effect the purposes of the Pooling and Servicing Agreement,
without further notice to, or consent of, the Phoenix Finance Subsidiary, and
the Trustee shall succeed to such of the rights and obligations of PSSFC
hereunder as shall be so assigned. PSSFC shall, pursuant to the Pooling and
Servicing Agreement, assign to the Trustee all of its right, title and interest
in and to the Transferred Property (as defined in the Pooling and Servicing
Agreement and its right to exercise the remedies created by Section 3.03 of the
Contribution Agreement for breaches of the representations and warranties of PLI
in Section 3.01 thereof.

Section 2.06. Cost of Delivery of Documents. As between the Phoenix
Finance Subsidiary and PSSFC, the costs relating to the delivery of the
documents specified in this Article Two in connection with the Leases shall be
borne by the Phoenix Finance Subsidiary.

Section 2.07. Transfers of New Transferred Property. Each transfer of
New Transferred Property shall be evidenced by the execution and delivery by the
Phoenix Finance Subsidiary and PSSFC of a Receivables Transfer Agreement
Supplement in the form of Exhibit A hereto. Each such transfer shall be
effective as of the related Transfer Date.

ARTICLE THREE

REPRESENTATIONS AND WARRANTIES AND COVENANTS

Section 3.01. Representations and Warranties of the Phoenix Finance
Subsidiary. The Phoenix Finance Subsidiary hereby represents and warrants to PLI
and PSSFC, as of the date of execution of this Agreement and as of the Closing
Date, which representations and warranties shall be deemed re-affirmed as of
each Transfer Date, that:

(a) The Phoenix Finance Subsidiary is duly organized, validly existing,
and in good standing as a corporation under the laws of the State of Delaware
and has all licenses necessary to carry on its business as now being conducted
and is licensed, qualified and in good standing in each State the laws of which
require licensing or qualification in order to conduct business of the type
conducted by the Phoenix Finance Subsidiary and to perform its obligations as
the Phoenix Finance Subsidiary hereunder and under any Receivables Transfer
Agreement Supplement; the

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Phoenix Finance Subsidiary has the full power and authority to own its property,
to carry on its business as presently conducted to execute and deliver this
Agreement and any Receivables Transfer Agreement Supplement and to perform in
accordance herewith and therewith; the execution, delivery and performance of
this Agreement and each Receivables Transfer Agreement Supplement (including all
instruments of transfer to be delivered pursuant to this Agreement and each
Receivables Transfer Agreement Supplement) by the Phoenix Finance Subsidiary and
the consummation of the transactions contemplated hereby and thereby have been
duly and validly authorized by all necessary action; this Agreement and each
Receivables Transfer Agreement Supplement evidences the valid, binding and
enforceable obligation of the Phoenix Finance Subsidiary; and all requisite
action has been taken by the Phoenix Finance Subsidiary to make this Agreement
and each Receivables Transfer Agreement Supplement valid, binding and
enforceable upon the Phoenix Finance Subsidiary in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium and other, similar laws relating to or
affecting creditors' rights generally or by the application of general equitable
principles in any proceeding, whether at law or in equity;

(b) All actions, approvals, consents, waivers, exemptions, variances,
franchises, orders, permits, authorizations, rights and licenses required to be
taken, given or obtained, as the case may be, by or from any federal, state or
other governmental authority or agency, that are necessary in connection with
the execution and delivery by the Phoenix Finance Subsidiary of this Agreement
and any Receivables Transfer Agreement Supplement, have been duly taken, given
or obtained, as the case may be, are in full force and effect, are not subject
to any pending proceedings or appeals (administrative, judicial or otherwise)
and either the time within which any appeal therefrom may be taken or review
thereof may be obtained has expired or no review thereof may be obtained or
appeal therefrom taken, and are adequate to authorize the consummation of the
transactions contemplated by this Agreement and each Receivables Transfer
Agreement Supplement on the part of the Phoenix Finance Subsidiary and the
performance by the Phoenix Finance Subsidiary of its obligations under this
Agreement and each Receivables Transfer Agreement Supplement;

(c) The consummation of the transactions contemplated by this Agreement
and each Receivables Transfer Agreement Supplement will not result in the breach
of any terms or provisions of the charter or bylaws of the Phoenix Finance
Subsidiary or result in the breach of any term or provision of, or conflict with
or constitute a default under or result in the acceleration of any obligation
under, any

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material agreement, indenture, contract or loan or credit agreement or other
material instrument to which the Phoenix Finance Subsidiary or its property, is
subject, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Phoenix Finance Subsidiary or its property is
subject;

(d) Neither this Agreement nor the information contained in the
Prospectus Supplement under the captions "The Receivables Pool", "The Servicer",
"The Servicer's Growth Capital Portfolio" and "The Servicer's Franchise Business
Lease Portfolio" nor any statement, report or other document prepared by the
Phoenix Finance Subsidiary or PLI and furnished or to be furnished pursuant to
this Agreement or in connection with the transactions contemplated hereby
contains any untrue statement or alleged untrue statement of any material fact
or omits to state a material fact necessary to make the statements contained
herein or therein, in light of the circumstances under which they were made, not
misleading;

(e) There is no action, suit, proceeding or investigation pending or,
to the best of the knowledge of the Phoenix Finance Subsidiary, threatened,
before any court, administrative agency or tribunal against the Phoenix Finance
Subsidiary which, either in any one instance or in the aggregate, may result in
any material adverse change in the business, operations, financial condition,
properties or assets of the Phoenix Finance Subsidiary or in any material
prohibition or impairment of the right or ability of the Phoenix Finance
Subsidiary to carry on its business substantially as now conducted, or in any
material liability on the part of the Phoenix Finance Subsidiary or which would
draw into question the validity or enforceability of this Agreement, each
Receivables Transfer Agreement Supplement or the Leases or of any action taken
or to be taken in connection with the obligations of the Phoenix Finance
Subsidiary contemplated herein, or which would be likely to impair materially
the ability of the Phoenix Finance Subsidiary to perform under the terms of this
Agreement or under any Receivables Transfer Agreement Supplement or that might
prohibit its entering into this Agreement or under any Receivables Transfer
Agreement Supplement or the consummation of any of the transactions contemplated
hereby or thereby;

(f) The Phoenix Finance Subsidiary is not in violation of or in default
with respect to, and the execution and delivery of this Agreement and each
Receivables Transfer Agreement Supplement by the Phoenix Finance Subsidiary and
its performance of and compliance with the terms hereof and thereof will not
constitute a violation or default with respect to, any order or decree of any
court or any order, regulation or demand of any federal, state, municipal or
governmental agency, which violation or default might have

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consequences that would materially and adversely affect the condition (financial
or other) or operations of the Phoenix Finance Subsidiary or its properties or
might have consequences that would materially and adversely affect its
performance hereunder or thereunder;

(g) Upon the further transfer by PSSFC of the Transferred Property to
the Trust, the Trust will either have good title to each related Lease and such
other items comprising the corpus of the Trust free and clear of any Lien or
will have a valid first priority perfected security interest in each related
Lease and such other items compromising the corpus of the Trust free and clear
of any Lien; and

(h) The transfer, assignment and conveyance of the Leases by the
Phoenix Finance Subsidiary pursuant to this Agreement are not subject to the
bulk transfer laws or any similar statutory provisions in effect in any
applicable jurisdiction.

Section 3.02. Covenants of the Phoenix Finance Subsidiary. The Phoenix
Finance Subsidiary covenants to PLI and PSSFC as follows:

(a) The Phoenix Finance Subsidiary shall cooperate with PSSFC and the
firm of independent certified public accountants retained with respect to the
issuance of the Certificates in making available all information and taking all
steps reasonably necessary to permit the accountants' letters required hereunder
to be delivered within the times set for delivery herein.

(b) The Phoenix Finance Subsidiary agrees to satisfy or cause to be
satisfied on or prior to the Closing Date all of the conditions to PSSFC's
obligations set forth in Section 5.01 hereof that are within the Phoenix Finance
Subsidiary's (or its agents') control.

(c) The Phoenix Finance Subsidiary hereby agrees to do all acts,
transactions, and things and to execute and deliver all agreements, documents,
instruments, and papers by and on behalf of the Phoenix Finance Subsidiary as
PSSFC or its respective counsel may reasonably request in order to consummate
the transfer of the Initial Transferred Property to PSSFC and the subsequent
transfer thereof to the Trustee, and the rating, issuance and sale of the
Certificates.

(d) The Phoenix Finance Subsidiary hereby agrees to arrange separately
for the payment by a Person other than PSSFC to the Trustee of all of the
Trustee's fees and expenses in connection with the transactions contemplated by
the Pooling and Servicing Agreement, including, without

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limitation, all of the Trustee's fees and expenses in connection with any
actions taken by the Trustee pursuant to Section 11.12 thereof. For the
avoidance of doubt, the parties hereto acknowledge that it is the intention of
the parties that PSSFC shall not pay any of the Trustee's fees and expenses in
connection with the transactions contemplated by the Pooling and Servicing
Agreement.

(e) The Phoenix Finance Subsidiary agrees to enter into Receivables
Transfer Agreement Supplements with PSSFC for the transfer of New Transferred
Property upon the receipt of any New Assets (as defined in the Contribution
Agreement) from PLI and to transfer all of its right, title and interest in such
New Transferred Property to PSSFC in accordance herewith and with a Receivables
Transfer Agreement Supplement.

Section 3.03. Representations and Warranties of PSSFC. PSSFC hereby
represents and warrants to PLI and the Phoenix Finance Subsidiary as of the date
of execution of this Agreement and as of the Closing Date, which representations
and warranties shall be deemed re-affirmed upon each Transfer Date, that:

(a) PSSFC is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware;

(b) PSSFC has the corporate power and authority to purchase each Lease
and to execute, deliver and perform, and to enter into and consummate all the
transactions contemplated by this Agreement and each Receivables Transfer
Agreement Supplement;

(c) This Agreement and each Receivables Transfer Agreement Supplement
has been duly and validly authorized, executed and delivered by PSSFC, and
constitutes the legal, valid and binding agreement of PSSFC, enforceable against
PSSFC in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights of creditors generally, and by general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law);

(d) No consent, approval, authorization or order of or registration or
filing with, or notice to, any governmental authority or court is required for
the execution, delivery and performance of or compliance by PSSFC with this
Agreement and each Receivables Transfer Agreement Supplement or the consummation
by PSSFC of any of the transactions contemplated hereby or thereby, except such
as have been made on or prior to the Closing Date;

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(e) PSSFC has filed or will file the Prospectus and Prospectus
Supplement with the Commission in accordance with Rule 424(b) under the
Securities Act;

(f) None of the execution and delivery of this Agreement, any
Receivables Transfer Agreement Supplement, the purchase of the Leases from the
Phoenix Finance Subsidiary, the consummation of the other transactions
contemplated hereby, or the fulfillment of or compliance with the terms and
conditions of this Agreement and each Receivables Transfer Agreement Supplement,
(i) conflicts or will conflict with the charter or bylaws of PSSFC or conflicts
or will conflict with or results or will result in a breach of, or constitutes
or will constitute a default or results or will result in an acceleration under,
any term, condition or provision of any material indenture, deed of trust,
contract or other agreement or other instrument to which PSSFC is a party or by
which it is bound and which is material to PSSFC, or (ii) results or will result
in a violation of any law, rule, regulation, order, judgment or decree of any
court or governmental authority having jurisdiction over PSSFC.

Section 3.04. Representations and Warranties of PLI. PLI hereby
represents and warrants to the Phoenix Finance Subsidiary and PSSFC as of the
date of execution of this Agreement and as of the Closing Date, which
representations and warranties shall be deemed re-affirmed upon each Transfer
Date, that:

(a) PLI is a corporation duly organized, validly existing and in good
standing under the laws of the State of California;

(b) PLI has the corporate power and authority to execute, deliver and
perform, and to enter into and consummate all the transactions contemplated by
this Agreement and each Receivables Transfer Agreement Supplement;

(c) This Agreement and each Receivables Transfer Agreement Supplement
has been duly and validly authorized, executed and delivered by PLI, and
constitutes the legal, valid and binding agreement of PLI, enforceable against
PLI in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights of creditors generally, and by general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law);

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each Receivables Transfer Agreement Supplement or the consummation by PLI of any
of the transactions contemplated hereby or thereby, except such as have been
made on or prior to the Closing Date;

(e) None of the execution and delivery of this Agreement, any
Receivables Transfer Agreement Supplement, the consummation of the other
transactions contemplated hereby, or the fulfillment of or compliance with the
terms and conditions of this Agreement and each Receivables Transfer Agreement
Supplement, (i) conflicts or will conflict with the charter or bylaws of PLI or
conflicts or will conflict with or results or will result in a breach of, or
constitutes or will constitute a default or results or will result in an
acceleration under, any term, condition or provision of any material indenture,
deed of trust, contract or other agreement or other instrument to which PLI is a
party or by which it is bound and which is material to PLI, or (ii) results or
will result in a violation of any law, rule, regulation, order, judgment or
decree of any court or governmental authority having jurisdiction over PLI.

ARTICLE FOUR

MERGER OR CONSOLIDATION; COSTS; INDEMNIFICATION

Section 4.01. Merger or Consolidation. The Phoenix Finance Subsidiary
will keep in full effect its existence, rights and franchises as a corporation
and will obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction which permits such qualification and in which
it is necessary to protect the validity and enforceability of this Agreement and
each Receivables Transfer Agreement Supplement or any of the Leases and to
perform its duties under this Agreement and each Receivables Transfer Agreement
Supplement.

Any partnership or corporation (i) into which the Phoenix Finance
Subsidiary may be merged or consolidated, (ii) resulting from any merger,
conversion, or consolidation to which the Phoenix Finance Subsidiary shall be
party, or (iii) succeeding to the Phoenix Finance Subsidiary's business
substantially as a whole, shall execute an agreement of assumption to perform
all of the Phoenix Finance Subsidiary's obligations under this Agreement and any
Receivables Transfer Agreement Supplement, and upon such execution will be the
Phoenix Finance Subsidiary's successor under this Agreement and any Receivables
Transfer Agreement Supplement, without the execution or filing of any document
or any further act on the part of any of the parties to this Agreement or any
Receivables Transfer Agreement Supplement, anything in this Agreement or any
Receivables Transfer Agreement Supplement to the contrary notwithstanding;
provided, however, that (a) immediately after giving effect to such transaction,
no

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representation or warranty made pursuant to Section 3.01 shall have been
breached, (b) the Phoenix Finance Subsidiary shall have delivered to PSSFC, the
Rating Agency and the Trustee an Officer's Certificate and an opinion of
counsel, satisfactory to each of them, each stating that such consolidation,
merger, or succession and such agreement of assumption comply with this Section
4.01 and that all conditions precedent, if any, provided for in this Agreement
relating to such transaction have been complied with, (c) the Phoenix Finance
Subsidiary shall have delivered to PSSFC, the Rating Agency and the Trustee an
opinion of counsel, satisfactory to each of them, either (1) stating that, in
the opinion of such counsel, all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of PSSFC and the Trust, in
the Leases and reciting the details of such filings, or (2) stating that, in the
opinion of such counsel, no such action shall be necessary to preserve and
protect such interest and (d) such partnership or corporation shall have
organizational documents with similar restrictions as those of the Phoenix
Finance Subsidiary.

Section 4.02. Costs. In connection with the transactions contemplated
under this Agreement and any Receivables Transfer Agreement Supplement and the
Pooling and Servicing Agreement, the Phoenix Finance Subsidiary shall promptly
pay or cause to be paid (or shall promptly reimburse PSSFC to the extent that
PSSFC shall have paid or otherwise incurred): (i) the fees and disbursements of
counsel to PLI and the Phoenix Finance Subsidiary's counsel; (ii) (a) the fees
of PSSFC's counsel and (b) disbursements of the PSSFC's counsel; (iii) the fees
and disbursements of Xxxxxx Xxxxxxxx; (iv) the fees of Duff & Xxxxxx Credit
Rating Company; (v) the fees of the Trustee, the fees and disbursements of the
Trustee's counsel, if any, the fees and expenses of the institution (which may,
but need not, be the Servicer or the Trustee) selected as calculating agent and
the fees of the Trustee for custodial acceptance and lease deposit; (vi)
expenses incurred in connection with printing the Prospectus relating to the
Class A Certificates, the Prospectus Supplement, any amendment or supplement
thereto, any preliminary prospectus and the Certificates; (vii) fees and
expenses relating to the filing of documents with the Securities and Exchange
Commission (including, without limitation, periodic reports under the Exchange
Act) and (viii) the shelf registration amortization fee paid in connection with
the issuance of the A Certificates.

Section 4.03. Indemnification. (a) (i) PLI agrees to indemnify and hold
harmless PSSFC, each of its directors, each of its officers who have signed the
Registration Statement, Prudential Securities Incorporated and each of its
directors and each person or entity who controls PSSFC or

17
Prudential Securities Incorporated or any such person, within the meaning of
Section 15 of the Securities Act, against any and all losses, claims, damages
or liabilities, joint and several, to which PSSFC, Prudential Securities
Incorporated or any such person or entity may become subject, under the
Securities Act or otherwise, and will reimburse PSSFC, Prudential Securities
Incorporated and each such controlling person for any legal or other expenses
incurred by PSSFC, Prudential Securities Incorporated or such controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Prospectus Supplement or any amendment or supplement to the Prospectus
Supplement approved in writing by the Phoenix Finance Subsidiary or PLI or the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements in the Prospectus
Supplement or any amendment or supplement to the Prospectus Supplement approved
in writing by the Phoenix Finance Subsidiary or PLI, in light of the
circumstances under which they were made, not misleading, but only to the
extent that such untrue statement or alleged untrue statement or omission or
alleged omission relates to the information contained in the Prospectus
Supplement referred to in Section 3.01(d). This indemnity agreement will be in
addition to any liability which PLI may otherwise have.

(ii) PLI agrees to indemnify and to hold each of PSSFC, the
Trustee and each Certificateholder harmless against any and all claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that PSSFC, the Trustee and any
Certificateholder may sustain in any way related to (i) the failure of the
Phoenix Finance Subsidiary or PLI to perform its duties in compliance with the
terms of this Agreement or (ii) the breach by either the Phoenix Finance
Subsidiary or PLI of any of the representations or warranties made by it in
this Agreement. PLI shall immediately notify PSSFC, the Phoenix Finance
Subsidiary, the Trustee and each Certificateholder if a claim is made by a
third party with respect to this Agreement, and PLI shall assume the defense of
any such claim and pay all expenses in connection therewith, including
reasonable counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against PSSFC, the Servicer, the Trustee and/or
Certificateholder in respect of such claim.

(b) PSSFC agrees to indemnify and hold harmless the
Phoenix Finance Subsidiary, each of its directors and each person or entity who
controls the Phoenix Finance Subsidiary or any such person, within the meaning
of Section 15 of the

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18
Securities Act, against any and all losses, claims, damages or liabilities,
joint and several, to which the Phoenix Finance Subsidiary or any such person
or entity may become subject, under the Securities Act or otherwise, and will
reimburse the Phoenix Finance Subsidiary and any such director or controlling
person for any legal or other expenses incurred by the Phoenix Finance
Subsidiary or any such director or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, the
Prospectus, the Prospectus Supplement, any amendment or supplement to the
Prospectus or the Prospectus Supplement or the omission or the alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading, but only to the extent that such untrue statement or
alleged untrue statement or omission or alleged omission is other than a
statement or omission relating to the information set forth in subsection
(a)(i) of this Section 4.03. This indemnity agreement will be in addition to
any liability which PSSFC may otherwise have.

(c) Promptly after receipt by an indemnified party under
this Section 4.03 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 4.03, notify the indemnifying party in
writing of the commencement thereof, but the omission to so notify the
indemnifying party will not relieve the indemnifying party from any liability
which the indemnifying party may have to any indemnified party hereunder except
to the extent such indemnifying party has been prejudiced thereby. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may elect by written
notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof
with counsel reasonably satisfactory to such indemnified party. After notice
from the indemnifying party to such indemnified party of its election to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 4.03 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it that are different from or
additional

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19
to those available to the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assert such legal defenses
and to otherwise participate in the defense of such action on behalf of such
indemnified party or parties. The indemnifying party shall not be liable for
the expenses of more than one separate counsel.

(d) PSSFC agrees, assuming all PLI-Provided Information
(defined below) is accurate and complete in all material respects, to indemnify
and hold harmless PLI, its respective officers and directors and each person
who controls PLI within the meaning of the Securities Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several,
to which they may become subject under the Securities Act or the Exchange Act
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
of a material fact contained in the Derived Information provided by PSSFC, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and agrees to reimburse each such indemnified party for
any legal or other expenses reasonably incurred by him, her or it in connection
with investigating or defending or preparing to defend any such loss, claim,
damage, liability or action as such expenses are incurred. The obligations of
PSSFC under this Section 4.03(d) shall be in addition to any liability which
PSSFC may otherwise have.

The procedures set forth in Section 4.03(c) shall be equally
applicable to this Section 4.03(d).

(e) For purposes of this Section 4.03, the term "Derived
Information" means such portion, if any, of the information used by PSSFC for
filing with the Commission on Form 8-K as: (i) is not contained in the
Prospectus without taking into account information incorporated therein by
reference; and (ii) does not constitute PLI-Provided Information. "PLI-Provided
Information" means any computer tape furnished to PSSFC by PLI concerning the
assets comprising the Trust.

(f) In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
the preceding parts of this Section 4.03 is for any reason held to be
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or subsection (b) of this Section 4.03 in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to
therein, the indemnifying party shall contribute

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20
to the amount paid or payable by the indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof);
provided, however, that no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation. In determining the amount of contribution to which the
respective parties are entitled, there shall be considered the relative
benefits received by the Phoenix Finance Subsidiary and PLI, on the one hand,
and PSSFC on the other, PLI's, the Phoenix Finance Subsidiary's and PSSFC's
relative knowledge and access to information concerning the matter with respect
to which the claim was asserted, the opportunity to correct and prevent any
statement or omission, and any other equitable considerations appropriate in
the circumstances. PLI, the Phoenix Finance Subsidiary and PSSFC agree that it
would not be equitable if the amount of such contribution were determined by
pro rata or per capita allocation. For purposes of this Section 4.03, each
director of PSSFC, each officer of PSSFC who signed the Registration Statement,
and each person, if any who controls PSSFC within the meaning of Section 15 of
the Securities Act, shall have the same rights to contribution as PSSFC, and
each director of the Phoenix Finance Subsidiary, and each person, if any who
controls the Phoenix Finance Subsidiary within the meaning of Section 15 of the
Securities Act, shall have the same rights to contribution as the Phoenix
Finance Subsidiary.

Section 4.04. Liabilities. By entering into this Agreement,
the Phoenix Finance Subsidiary agrees to be liable, directly to each of PSSFC,
the Trustee and each Certificateholder, for the entire amount of any losses,
claims, damages or liabilities (other than those incurred by a
Certificateholder in the capacity of an investor in the Certificates or those
which arise from any action by any Certificateholder) of the Trust (to the
extent Trust assets remaining after the Certificateholders have been paid in
full are insufficient to pay such losses, claims, damages or liabilities) and
the actions of the Servicer taken pursuant to the Pooling and Servicing
Agreement as though the Trust were a partnership under the New York Revised
Limited Partnership Act in which the Phoenix Finance Subsidiary was a general
partner.

ARTICLE FIVE

CONDITIONS OF CLOSING

Section 5.01. Conditions of PSSFC's Obligations. The
obligations of PSSFC to accept the transfer of the Initial Transferred Property
will be subject to the satisfaction, on the Closing Date of the following
conditions. Upon payment of

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21
the transfer price for the Transferred Property such conditions shall be deemed
satisfied or waived.

(a) The obligations of the Phoenix Finance Subsidiary
required to be performed by it on or prior to the Closing Date pursuant to the
terms of this Agreement shall have been duly performed and complied with in all
material respects and all of the representations and warranties of the Phoenix
Finance Subsidiary under this Agreement shall be true and correct as of the
Closing Date in all material respects and no event shall have occurred which,
with notice or the passage of time, would constitute a default under this
Agreement, and PSSFC shall have received a certificate to the effect of the
foregoing signed by an authorized officer of the Phoenix Finance Subsidiary.

(b) PSSFC shall have received (i) a letter dated the date
of this Agreement, in form and substance acceptable to PSSFC and its counsel,
prepared by Xxxxxx Xxxxxxxx & Co., independent certified public accountants,
regarding the numerical information contained in the Prospectus Supplement.

(d) PSSFC shall have received the following additional
closing documents, in form and substance satisfactory to PSSFC and its counsel:

(i) the List of Initial Leases;

(ii) the Pooling and Servicing Agreement and the
Underwriting Agreement dated as of November 29, 1995 between PSSFC and
Prudential Securities Incorporated and all documents required
thereunder, duly executed and delivered by each of the parties thereto
other than PSSFC;

(iii) a copy of the Phoenix Finance Subsidiary's charter
and bylaws and all amendments, revisions, and supplements thereto;

(iv) an opinion of the counsel for the Phoenix Finance
Subsidiary as to various corporate matters in form and substance
acceptable to PSSFC, its counsel and Duff & Xxxxxx Credit Rating Co.
(it being agreed that the opinion shall expressly provide that the
Trustee shall be entitled to rely on the opinion);

(v) an opinion of counsel for the Phoenix Finance
Subsidiary, in form acceptable to PSSFC, its counsel and Duff & Xxxxxx
Credit Rating Company as to such matters as shall be required for the
assignment of a rating to the

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22
Class A Certificates of A and Class B Certificates of B by Duff &
Xxxxxx Credit Rating Co. (it being agreed that such opinions shall
expressly provide that the Trustee shall be entitled to rely on such
opinions);

(vi) a letter from Duff & Xxxxxx Credit Rating Company
that it has assigned a rating of A to the Class A Certificates and B
to the Class B Certificates;

(vii) an opinion of counsel for the Trustee in form and
substance acceptable to PSSFC, its counsel and Duff & Xxxxxx Credit
Rating Company (it being agreed that the opinion shall expressly
provide that the Phoenix Finance Subsidiary shall be entitled to rely
on the opinion); and

(viii) an opinion of counsel for the Servicer, in form
and substance acceptable to PSSFC, its counsel and Duff & Xxxxxx
Credit Rating Company (it being agreed that the opinion shall
expressly provide that the Trustee shall be entitled to rely on the
opinion).

(e) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident hereto shall be
satisfactory in form and substance to PSSFC and its counsel.

(f) The Phoenix Finance Subsidiary shall have furnished
PSSFC with such other certificates of its officers or others and such other
documents or opinions as PSSFC or its counsel may reasonably request.

Section 5.02. Conditions of the Phoenix Finance Subsidiary's
Obligations. The obligations of the Phoenix Finance Subsidiary under this
Agreement shall be subject to the satisfaction, on the Closing Date, of the
following conditions:

(a) Each of the obligations of PSSFC required to be
performed by it at or prior to the Closing Date, pursuant to the terms of this
Agreement shall have been duly performed and complied with and all of the
representations and warranties of PSSFC contained in this Agreement shall be
true and correct as of the Closing Date and the Phoenix Finance Subsidiary
shall have received a certificate to that effect signed by an authorized
officer of PSSFC.

(b) The Phoenix Finance Subsidiary shall have received
the following additional documents:

(i) the Pooling and Servicing Agreement, and all
documents required thereunder, in each case executed by PSSFC as
applicable; and

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23
(ii) a copy of a letter from Duff & Xxxxxx Credit
Rating Co. to PSSFC to the effect that it has assigned a rating of A
to the Class A Certificates and B to the Class B Certificates.

(c) PSSFC shall have furnished the Phoenix Finance
Subsidiary with such other certificates of its officers or others and such
other documents to evidence fulfillment of the conditions set forth in this
Agreement as the Phoenix Finance Subsidiary may reasonably request.

Section 5.03. Termination of PSSFC's Obligations. PSSFC may
terminate its obligations hereunder by notice to the Phoenix Finance Subsidiary
at any time before delivery of and payment of the transfer price for the Initial
Transferred Property if: (i) any of the conditions set forth in Section 5.01 are
not satisfied when and as provided therein; (ii) there shall have been the entry
of a decree or order by a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to PLI or the Phoenix Finance
Subsidiary; (iii) there shall have been the consent by PLI or the Phoenix
Finance Subsidiary to the appointment of a conservator or receiver or liquidator
in any insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings of or relating to PLI or the Phoenix Finance Subsidiary
or of or relating to substantially all of the property of PLI or the Phoenix
Finance Subsidiary; (iv) any purchase and assumption agreement with respect to
PLI or the Phoenix Finance Subsidiary or the assets and properties of PLI or the
Phoenix Finance Subsidiary shall have been entered into; or (v) a Termination
Event shall have occurred. The termination of PSSFC's obligations hereunder
shall not terminate PSSFC's rights hereunder or its right to exercise any remedy
available to it at law or in equity.

ARTICLE SIX

MISCELLANEOUS

Section 6.01. Notices. All demands, notices and
communications hereunder shall be in writing and shall be deemed to have been
duly given if personally delivered to or mailed by registered mail, postage
prepaid, or transmitted by telex or telegraph and confirmed by a similar mailed
writing, if to PSSFC, addressed to PSSFC at Prudential Securities Secured
Financial Corporation, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: General Counsel, or to such other address as PSSFC may designate in
writing to PLI and the Phoenix Finance Subsidiary, if to the Phoenix Finance
Subsidiary, addressed to Phoenix Receivables II, Inc. at 2401

20
00
Xxxxxx Xxxxxxxxx, Xxx Xxxxxx, Xxxxxxxxxx 00000, Attention: Chief Financial
Officer, or to such other address as the Phoenix Finance Subsidiary may
designate in writing to PLI and PSSFC and if to PLI, addressed to Phoenix
Leasing Incorporated, 0000 Xxxxxx Xxxxxxxxx, Xxx Xxxxxx, Xxxxxxxxxx 00000,
Attention: Chief Financial Officer, or to such other address as PLI may
designate in writing to PSSFC and the Phoenix Finance Subsidiary.

Section 6.02. Severability of Provisions. Any part,
provision, representation, warranty or covenant of this Agreement which is
prohibited or which is held to be void or unenforceable shall be ineffective to
the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation, warranty or
covenant of this Agreement which is prohibited or unenforceable or is held to be
void or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction as to any Lease shall not invalidate or
render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the parties hereto waive any provision of law which
prohibits or renders void or unenforceable any provision hereof.

Section 6.03. Further Assurances. The Phoenix Finance
Subsidiary agrees to execute and deliver such instruments and take such actions
as PSSFC may, from time to time, reasonably request in order to effectuate the
purpose and to carry out the terms of this Agreement and any Receivables
Transfer Agreement Supplement.

Section 6.04. Survival. The parties to this Agreement agree
that the representations, warranties and agreements made by each of them herein
and in any certificate or other instrument delivered pursuant hereto shall be
deemed to be relied upon by the other party hereto, notwithstanding any
investigation heretofore or hereafter made by such other party or on such other
party's behalf, and that the representations, warranties and agreements made by
the parties hereto in this Agreement or in any such certificate or other
instrument shall survive the delivery of and payment for the Transferred
Property.

Section 6.05. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 6.06. Successors and Assigns. This Agreement shall
inure to the benefit of and be binding upon

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25
the parties hereto and their respective successors and permitted assigns.
Except as expressly permitted by the terms hereof, this Agreement may not be
assigned, pledged or hypothecated by any party hereto to a third party without
the written consent of the other parties to this Agreement; provided, however,
that PSSFC may assign its rights hereunder without the consent of the Phoenix
Finance Subsidiary.

Section 6.07. Governing Law. This Agreement shall be
construed in accordance with and governed by the laws of the State of New York
(without regard to conflicts of laws principles), and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.

Section 6.08. Confirmation of Intent. It is the intention of
the Phoenix Finance Subsidiary and PSSFC that the assignment and transfer
hereunder and under any Receivables Transfer Agreement Supplements transfer good
title to the Transferred Property to PSSFC and constitute a sale for financial
accounting purposes, free and clear of all Liens, from the Phoenix Finance
Subsidiary to PSSFC, and that the Transferred Property not be part of the
Phoenix Finance Subsidiary's estate in the event of the insolvency or bankruptcy
of the Phoenix Finance Subsidiary. In the event that the Transferred Property is
held to be property of the Phoenix Finance Subsidiary's estate, or if for any
reason this Agreement or any Receivables Transfer Agreement Supplement is held
or deemed to create a security interest in the Transferred Property, then (x)
this Agreement and under any Receivables Transfer Agreement Supplement shall
also be deemed to be a security agreement within the meaning of Article 8 and
Article 9 of the Uniform Commercial Code as in effect in the States of New York,
California, Washington and New Jersey and (y) the transfer provided for in this
Agreement and under any Receivables Transfer Agreement Supplements shall be
deemed to be a grant by the Phoenix Finance Subsidiary to PSSFC of (A) a valid
first priority perfected security interest in all of the Phoenix Finance
Subsidiary's right, title and interest in and to the Transferred Property,
except for the Equipment not owned by the Phoenix Finance Subsidiary, and (B) a
valid assignment of its security interest in the Equipment not owned by the
Phoenix Finance Subsidiary. The Phoenix Finance Subsidiary hereby grants such a
security interest.

Section 6.09. Execution in Counterparts. This Agreement 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.

Section 6.10. Miscellaneous. (a) (i) This Agreement
supersedes all prior agreements and understandings

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26
relating to the subject matter hereof and (ii) this Agreement may be amended
from time to time by the Phoenix Finance Subsidiary and PSSFC without the
consent of any of the Certificateholders, to cure any ambiguity herein;
provided, however, that such action shall not, as evidenced by an opinion of
counsel acceptable to the Trustee and at the expense of the Phoenix Finance
Subsidiary, adversely affect in any respect the interests of any
Certificateholder. A copy of any such opinion shall be delivered to the Rating
Agency by PSSFC.

(b) This Agreement may also be amended from time to time
by the Phoenix Finance Subsidiary and PSSFC with the consent of the Majority
Holders for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement, or of modifying in any
manner the rights of the Certificateholders.

(d) The parties agree that the Trustee is an intended
third-party beneficiary of this Agreement and each Receivables Transfer
Agreement Supplement to the extent necessary to enforce the rights and to
obtain the benefit of the remedies of PSSFC under this Agreement and each
Receivables Transfer Agreement Supplement which are assigned to the Trustee for
the benefit of the Certificateholders pursuant to the Pooling and Servicing
Agreement and to the extent necessary to obtain the benefit of the enforcement
of the obligations and covenants of the Phoenix Finance Subsidiary under
Sections 4.01 and 4.02 of this Agreement.

[Signatures Commence on Following Page]

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IN WITNESS WHEREOF, the parties hereto have caused their names
to be signed by their respective officers thereunto duly authorized as of the
date first above written.

PHOENIX RECEIVABLES II, INC.

By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Chief Financial Officer

PHOENIX LEASING INCORPORATED

By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Chief Financial Officer

PRUDENTIAL SECURITIES SECURED
FINANCING CORPORATION

By: /s/ Xxxxxxx X. Xxx
-----------------------------------
Name: Xxxxxxx X. Xxx
Title: Vice President

[Signature Page]
28
EXHIBIT A

Form of Receivables Transfer Agreement Supplement

This Receivables Transfer Agreement Supplement (this
"Agreement"), dated ____________ (the "Transfer Date"), is entered into among
PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION ("PSSFC"), a California
corporation located at 0000 Xxxxxx Xxxxxxxxx, Xxx Xxxxxx, Xxxxxxxxxx
00000-0000, PHOENIX LEASING INCORPORATED ("PLI"), in its individual capacity, a
California corporation located at 0000 Xxxxxx Xxxxxxxxx, Xxx Xxxxxx, Xxxxxxxxxx
00000-0000 and PHOENIX RECEIVABLES II, INC. (the "Phoenix Finance Subsidiary"),
a Delaware corporation located at 0000 Xxxxxx Xxxxxxxxx, Xxx Xxxxxx, Xxxxxxxxxx
00000-0000.

W I T N E S S E T H:

Reference is hereby made to that certain Receivables Transfer
Agreement dated as of November 1, 1995 (the "Receivables Transfer Agreement")
between the Phoenix Finance Subsidiary and PSSFC. Pursuant to the Receivables
Transfer Agreement, the Phoenix Finance Subsidiary agreed to transfer, and
PSSFC agreed to accept, from time to time, New Transferred Property (as defined
below) for transfer by PSSFC to the Trust. The Receivables Transfer Agreement
provides that each such transfer of New Transferred Property be evidenced by
the execution of delivery of a Receivables Transfer Agreement Supplement in the
form of this Receivables Transfer Agreement Supplement.

The New Transferred Property consists of (a) (i) any New
Equipment that is owned by the Phoenix Finance Subsidiary and any and all
income and proceeds from such New Equipment, but subject to the rights of any
User to quiet enjoyment of such New Equipment under the related New Lease and
(ii) any security interest of the Phoenix Finance Subsidiary in any of the New
Equipment that is not owned by the Phoenix Finance Subsidiary, (b) the New
Leases, including, without limitation, all Scheduled Payments, Residual
Receipts and any other payments due with respect to the New Leases after the
Cut-Off Date relating to such New Leases, (c) any guarantees of a User's
obligations under a New Lease, (d) all other documents in the Lease Files with
respect to the New Leases, including, without limitation, any Uniform
Commercial Code financing statements relating to the New Leases or to the New
Equipment; (e) any Insurance Policies and Insurance Proceeds with respect to
the New Equipment, (f) the Security Deposits and (g) any and all income and
proceeds of any of the foregoing; but shall not consist of any right, title and
interest in and to the Initial Unpaid Amounts relating to the New Equipment, or
any warrants issued by a User to PLI.

The New Leases are those Leases listed on the List of New
Leases attached hereto.
29
The Cut-Off Date with respect to the New Leases is the close
of business on the day prior to the Transfer Date.

NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. For the purposes of this Agreement,
capitalized terms used herein but not otherwise defined herein shall have the
respective meanings assigned to such terms in the Receivables Transfer
Agreement.

Section 2. Transfer. (a) The Phoenix Finance Subsidiary
hereby makes an additional transfer to PSSFC of all of its respective right,
title and interest in, to, and under the New Transferred Property, whether now
existing or hereafter arising, and the Phoenix Finance Subsidiary hereby
assigns, transfers, grants and transfers to the PSSFC, without recourse, all of
its right, title and interest in and to the New Transferred Property, whether
now existing or hereafter arising. Upon PSSFC's receipt of the New Transferred
Property, PSSFC shall transfer the New Transferred Property to the Trust in
accordance with the Pooling and Servicing Agreement.

(b) On the Transfer Date, as full consideration for the
Phoenix Finance Subsidiary's transfer of the New Transferred Property to PSSFC,
PSSFC will deliver to the Phoenix Finance Subsidiary cash equal to the
aggregate Lease Principal Balance of the New Leases as of the related Cut-Off
Date.

(c) In connection with such transfer, the Phoenix Finance
Subsidiary shall, at its own expense, cause its books and records to be marked
to show that the New Transferred Property has been transferred to PSSFC in
accordance with this Agreement and that the New Transferred Property has been
transferred to the Trust in accordance with the Pooling and Servicing Agreement
on or prior to the Transfer Date.

Section 3. Amendment. This Agreement may be amended from
time to time by the Phoenix Finance Subsidiary and PSSFC only with the prior
written consent of the Servicer and the Trustee.

Section 4. Governing Law. This Agreement and any amendment
hereof pursuant to Section 4 hereof shall be construed in accordance with and
governed by the substantive laws of the State of New York (without regard to
choice of law principles) applicable to agreements made and to be performed
therein and the obligations, rights, and remedies of the parties under this
Agreement shall be determined in accordance with such laws.

Section 5. Counterparts. This Agreement may be executed in
two or more counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which shall constitute one and
the same instrument.

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30
Section 6. Binding Effect; Third-Party Beneficiaries. This
Agreement will inure to the benefit of and be binding upon the parties hereto,
the Servicer, the Trust, the Certificateholders and their respective successors
and permitted assigns.

Section 7. Headings. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

[REMAINDER INTENTIONALLY LEFT BLANK]

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31
IN WITNESS WHEREOF, the Phoenix Finance Subsidiary and PSSFC
have caused this Receivables Transfer Agreement Supplement to be duly executed
by their respective officers as of the day and year first above written.

PHOENIX RECEIVABLES II, INC.

By:
------------------------------
Name:
Title:

PHOENIX LEASING INCORPORATED

By:
-----------------------------
Name:
Title:

PRUDENTIAL SECURITIES SECURED
FINANCING CORPORATION

By:
------------------------------
Name:
Title:

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