EXHIBIT 10(e)

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                                                                    MLA No. 076B

                                    AMENDMENT

     THIS AMENDMENT  ("Amendment") is entered into as of July 31, 2002,  between
COBANK, ACB ("CoBank") and TELMARK LLC, (the "Company").

                                   BACKGROUND

     CoBank and the Company are parties to an Amended and  Restated  Master Loan
Agreement  dated March 14,  2001 (such  agreement,  as  previously  amended,  is
hereinafter  referred  to as the  "MLA").  CoBank and the  Company now desire to
amend the MLA. For that reason, and for valuable  consideration (the receipt and
sufficiency of which are hereby  acknowledged),  CoBank and the Company agree as
follows:

1.   Section 9(C) of the MLA is hereby amended to add the following at  the  end
after the period:

     Subject to 9(G) below,  in no case shall the Company  transfer,  lease,  or
otherwise  dispose of any of its assets to Agway Inc.  except  with the  written
consent of CoBank.

2.   Section 9(G) of the MLA is hereby amended and restated in its  entirety  to
read as follows:

     (G) TRANSACTIONS WITH AFFILIATES.  Invest in Agway Inc. or its subsidiaries
whether by lease, loan of funds, purchase of equity, or otherwise.  In addition,
the Company shall not, except with the written consent of CoBank, enter into any
additional  loan  or  lease  transactions,  or  enter  into  any  extensions  or
modifications  of terms on any existing loans or leases,  with Agway Inc. or its
subsidiaries, provided, however, that notwithstanding the foregoing, the Company
may make short-term loans of funds not to exceed  $3,000,000 in the aggregate at
any one time  outstanding  to Agway  Inc.  or its  subsidiaries.  As of the date
hereof,   the   Company's   outstanding   leases   with   Agway  do  not  exceed
$20,236,398.00.  As used in this Section 9(G), the term "subsidiaries" shall not
mean any subsidiaries of the Company.

3.   Section 10 of the MLA is hereby amended to add the following subsections:

     (D) LEASE RESERVE.  The Company will have at the end of each fiscal quarter
a  minimum  lease  reserve  to total  leases of at least  4.5%.  As used in this
Section  10(D),  total  leases  shall  mean only those  leases in the  Company's
"managed portfolio" (which excludes leases in process).

     (E)  DELINQUENCY.  At the end of each fiscal quarter the Company's  maximum
total delinquent plus nonaccrual leases to total lease shall not exceed 5%.

     Except as expressly provided by this Amendment, the terms and provisions of
the MLA and the other Loan Documents are hereby ratified and confirmed and shall
continue in full force and effect. By agreeing to this Amendment as acknowledged
below,  the Company  hereby  certifies  and warrants to CoBank that after giving
effect  to the  amendments  effected  hereby,  each of the  representations  and
warranties  contained  in the MLA and in the other Loan  Documents  are true and
correct as of the  effective  date of this  Amendment,  and shall be true at the
time of each loan or  advance,  including  that no  Default  or Event of Default
exists,  with the same  effect  as  though  made on such  effective  date or, as
applicable,  at the time of each loan or advance  (except to the extent any such
representation  or  warranty  is  expressly  stated  to have  been  made as of a
specific date, in which case such  representations or warranty shall be true and
correct as of such specified date).

     IN WITNESS  WHEREOF,  the parties have caused this amendment to be executed
by their duly authorized officers as of the date shown above.


COBANK, ACB                            TELMARK LLC

By:    /s/Brian J. Klatt               By:    /s/Jennifer L. Hicks
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Title: Vice President                  Title: Treasurer
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