Exhibit 10.2


AMENDMENT TO THIRD AMENDED
AND RESTATED

LIQUIDITY PURCHASE AGREEMENT


(re: Mohawk Factoring, Inc.)



This Amendment to
the Third Amended and Restated Liquidity Purchase Agreement (this "Amendment")
is entered into as of  July 30, 2007 among
VARIABLE FUNDING CAPITAL COMPANY LLC, a Delaware limited liability company, and
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association,
individually as an Investor and as Agent, and pertains to the Third Amended and
Restated Liquidity Purchase Agreement, amended and restated as of December 1,
2005 (the "Liquidity Agreement").  Capitalized terms used and not
otherwise defined herein are used with the meanings attributed thereto in the
Liquidity Agreement.


 


FOR GOOD AND VALUABLE
CONSIDERATION, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows: 


SECTION
1.  
Amendment to the Liquidity Agreement.  The definition of "Facility Termination
Date" is hereby amended and restated to read in its entirety as follows:


Facility
Termination Date:  July 28, 2008, or
such later date to which the Facility Termination Date may be extended, if
extended, in the sole discretion of each Investor in accordance with the terms
of Section 2.1(b).


 


                SECTION
2. 
Liquidity Agreement in Full Force and Effect as Amended.  Except as
specifically amended hereby, the Liquidity Agreement shall remain in full force
and effect.  All references to the Liquidity Agreement shall be deemed to mean
the Liquidity Agreement as modified hereby.  This Amendment shall not
constitute a novation of the Liquidity Agreement, but shall constitute an
amendment thereof.  The parties hereto agree to be bound by the terms and
conditions of the Liquidity Agreement, as amended by this Amendment, as though
such terms and conditions were set forth herein.


 


SECTION 3.  Miscellaneous.


 


                                (a)  This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall
constitute one and the same agreement.  Delivery of an executed counterpart of
a signature page to this Amendment by telecopier shall be effective as delivery
of a manually executed counterpart of this Amendment.


 


                                (b)  The
descriptive headings of the various sections of this Amendment are inserted for
convenience of reference only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.


 


                                (c)
          THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICT OF LAWS
PRINCIPLES.


1



                                                                                                                                                                                                               
                                                                                                                                                                                                       
 










 











 


 


 


 


 


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


 


 


WACHOVIA
BANK, NATIONAL ASSOCIATION, individually and as Agent


 


By:    /s/
Eero H. Maki                                         


Name:     Eero
H. Maki                                         


Title:       Director                                                  


 


 


 


VARIABLE
FUNDINC CAPITAL COMPANY LLC






By:          Wachovia Capital Markets, LLC, 

                as Attorney-In-Fact


 


By:    /s/
Douglas R. Wilson Sr.                         


Name:     Douglas
R. Wilson Sr.                         


Title:       Director                                                  




	
  2