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Exhibit 10.13

            LOAN DOCUMENT MODIFICATION AGREEMENT (No. 3) AND CONSENT

         LOAN DOCUMENT MODIFICATION AGREEMENT (NO. 3) AND CONSENT dated as of
September 20, 2002 by and among INT'L.com, Inc., a Delaware corporation,
International Language Engineering Corporation, a Colorado corporation, Harvard
Translations, Inc., a Massachusetts corporation, Lionbridge Technologies
California, Inc., a Delaware corporation, Data Dimensions, Inc., a Delaware
corporation (collectively, the "Existing Borrowers"), eTESTING LABS, INC., a
Delaware corporation (the "New Borrower", and together with the Existing
Borrowers, the "Borrowers") and SILICON VALLEY BANK (the "Bank"), a California
chartered bank with its principal place of business at 3003 Tasman Drive, Santa
Clara, California 95054, and with a loan production office located at One Newton
Executive Park, 2221 Washington Street, Suite 200, Newton, Massachusetts 02462,
doing business under the name "Silicon Valley East".

                      Reference to Existing Loan Documents.
                      ------------------------------------
         Reference is made to that certain Loan and Security Agreement dated as
of June 28, 2001 between the Bank and the Existing Borrowers as amended by that
certain Loan Document Modification Agreement (No. 1) and Loan Document
Modification Agreement (No. 2), dated as of September 24, 2001 and April 29,
2002, respectively (as so amended, with the attached schedules and exhibits, the
"Loan Agreement"), and the Loan Documents referred to therein, including without
limitation, that certain Amended and Restated Promissory Note dated as of April
29, 2002 (the "Note"). Unless otherwise defined herein, capitalized terms used
in this Agreement shall have the same respective meanings as set forth in the
Loan Agreement.

                                 Effective Date.
                                 --------------
         This Agreement shall become effective as of September 20, 2002 (the
"Effective Date"), provided that the Bank shall have received the following on
or before such date and provided further, that in no event shall this Agreement
become effective until signed by an officer of the Bank in California:

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               two copies of this Agreement, duly executed by all of the
Borrowers, with the attached Consent of Lionbridge Technologies, Inc. ("LTI"),
duly executed thereby;

               an Amended and Restated Promissory Note in the form attached
hereto as Exhibit A in the principal amount of $10,000,000, payable to the order
of the Bank, duly executed by all of the Borrowers (the "Amended Note");

               a Perfection Certificate, substantially in the form of Exhibit B
hereto, duly executed and completed by an authorized officer of the New
Borrower;

               the results of UCC lien searches conducted with respect to the
New Borrower, which results shall be satisfactory to the Bank in its absolute
discretion;

               a certificate of the Secretary or other appropriate officer of
the New Borrower, certifying (i) that the resolutions of its Board of Directors
attached to such certificate, authorizing execution and delivery of this
Agreement and the Amended Note, have been duly authorized, (ii) that a true and
correct copy of the certificate of incorporation and by-laws of such New
Borrower are attached, which certificate of incorporation and by-laws remain in
full force and effect and have not been modified or amended in any respect, and
(iii) as to the identity of officer(s) authorized to execute this Agreement and
the Amended Note and to take all other actions contemplated hereby and thereby,
and providing signature specimens of such officer(s); and

               a certificate of recent date issued by the New Borrower's
jurisdiction of organization, certifying as to its legal existence and good
standing.

         By the signature of its authorized officer below, each Borrower hereby
represents that:

New Borrower, a Delaware Corporation was acquired by LTI on or about July 15,
2002 in a transaction summarized in Schedule A hereto (the "New Borrower
Acquisition"); and

By virtue of the New Borrower Acquisition, New Borrower has become a direct
wholly-owned subsidiary of LTI, and an Affiliate of the Existing Borrowers.

         Each Borrower agrees that, (i) except as set forth in Schedule B
hereto, the representation and warranties of the Existing Borrowers set forth in
the Loan Documents (including those contained in the Loan Agreement as amended
by this Agreement) are true and correct as of the Effective Date as if made on
such date and the representations and warranties in the Loan Agreement that
refer or relate to the Existing Borrowers are true and correct as to the New
Borrower as of the Effective Date, (ii) as of the Effective Date, no Borrower
has any defenses against its obligations to pay any amounts due under the Loan
Agreement and the other Loan Documents and (iii) no Default or Event of Default
has occurred and is continuing, except as may have been expressly waived or
consented to by the Bank in writing, either prior to this Amendment and Consent
or in Section 4 below.

                        Description of Changes in Terms.
                        --------------------------------
         As of the Effective Date, the Loan Agreement is modified in the
following respects:

               The New Borrower shall for all purposes become a Borrower under
the Loan Agreement and the other Loan Documents (including, without limitation,

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by granting a security interest in favor of the Bank pursuant to Section 2.1 of
the Loan Agreement) and all references to the Borrowers in the Loan Agreement
and the other Loan Documents shall include a reference to the New Borrower. The
New Borrower agrees to be bound by the terms and conditions of the Loan
Agreement and the other Loan Documents to which the Existing Borrowers are a
party as fully as if it were an Existing Borrower thereunder.

               Section 1.5 of the Loan Agreement  is hereby amended by
substituting for the words "thirty days prior to" therein the words "one hundred
and eighty days after".

               There is hereby inserted after Section 1.6 of the Loan Agreement
the following new section 1.6A.

         "1.6A Cash Management Products. In accordance with and subject to the
         terms of this Agreement, Borrower may utilize such cash management
         products as Silicon may offer to Borrower from time to time, with the
         dollar value of such cash management products to be taken into account
         for purposes of the sublimit set forth in Section 1 of Schedule A to
         this Agreement."

               The definition of "Eligible Receivables" in Section 8 of the
Loan Agreement is hereby amended by inserting at the end of such definition
the following:

         "In the case of eTesting Labs, Inc., Eligible Receivables shall only
         include Receivables arising after July 15, 2002 and, until Silicon
         receives and is satisfied with the results of the next regularly
         scheduled field audit by Silicon of the Receivables of eTesting Labs,
         Inc., the Eligible Receivables of eTesting Labs, Inc. shall in no
         event exceed Six Hundred and Twenty-Five Thousand Dollars ($625,000)."

               The sublimit set forth under the heading "Letter of Credit and
Exchange Contract Sublimit (Sections 1.5 and 1.6)" in Section 1 of the Schedule
to the Loan Agreement is hereby amended and restated in its entirety as follows:

         "Aggregate Sublimit for Letters of
         Credit, Exchange
         Contracts and Cash
         Management Products
         (Sections 1.5, 1.6 and 1.6A)                         $500,000"

               The Loan Agreement and the other Loan Documents are hereby
amended wherever necessary or appropriate to reflect the foregoing changes.

                                    Consents.
                                    ---------
               Notwithstanding any provision in the Loan Documents to the
contrary, Bank hereby consents to the New Borrower Acquisition, including the
payment of the purchase price in connection therewith as set forth in Schedule A
hereto, and waives any Default or Event of Default that would otherwise arise
from a breach of any restrictions set forth in the Loan Agreement, the Guarantee
or any other Loan Document

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on the New Borrower Acquisition and payment of such purchase price, provided,
however, the aggregate net cash outlay by LTI, the Existing Borrowers,
Lionbridge Technologies Holdings B.V., Lionbridge Technologies B.V. and
Lionbridge Technologies Ireland in connection with such New Borrower Acquisition
shall not exceed $1,350,000.

               Notwithstanding any provision in the Loan Documents to the
contrary, the Bank hereby consents to the payment by LTI, on behalf of its
subsidiary INT'L.com, Inc. ("INT'L.com"), of $1,000,000 to Bernard Gateau due to
Mr. Gateau under the terms of that certain Amended and Restated Senior
Subordinated Promissory Note issued by International Language Engineering
Corporation ("ILE") on April 9, 1999 in the original principal amount of
$3,250,000 and assigned by ILE to INT'L.com.

                              Continuing Validity.
                              --------------------
         Upon the effectiveness hereof, each reference in each Loan Document to
"the Loan Agreement", "thereunder", "thereof", "therein", or words of like
import referring to the Loan Agreement, shall mean and be a reference to the
Loan Agreement, as amended hereby. Except as specifically set forth above, the
Loan Agreement shall remain in full force and effect and is hereby ratified and
confirmed. Each of the other Loan Documents is in full force and effect and is
hereby ratified and confirmed. The amendments set forth above (i) do not
constitute a waiver or modification of any term, condition or covenant of the
Loan Agreement or any other Loan Document, other than as expressly set forth
herein, and (ii) shall not prejudice any rights which the Bank may now or
hereafter have under or in connection with the Loan Agreement, as modified
hereby, or the other Loan Documents and shall not obligate the Bank to assent
to any further modifications.

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                                 Miscellaneous.
                                 --------------
               This Agreement may be signed in one or more counterparts each of
which taken together shall constitute one and the same document.

               THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

               EACH BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN ANY
ACTION, SUIT, OR PROCEEDING OF ANY KIND AGAINST IT WHICH ARISES OUT OF OR BY
REASON OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT IF FOR ANY REASON THE BANK
CANNOT AVAIL ITSELF OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS, THEN
VENUE SHALL LIE IN SANTA CLARA COUNTY, CALIFORNIA.

               The Borrowers agree, on a joint and several basis, to promptly
pay on demand all reasonable costs and expenses of the Bank in connection with
the preparation, reproduction, execution and delivery of this Agreement and the
other instruments and documents to be delivered hereunder, including the
reasonable fees and out-of-pocket expenses of Sullivan & Worcester, special
counsel for the Bank with respect thereto.

                  [Remainder of page intentionally left blank]

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         IN WITNESS WHEREOF, the Bank and the Borrowers have caused this Loan
Document Modification Agreement (No. 3) and Consent to be signed under seal by
their respective duly authorized officers as of the date set forth above.

                                   SILICON VALLEY EAST, A DIVISION
                                        OF SILICON VALLEY BANK

                                   By: /s/ John K. Peck
                                        Name: John K. Peck
                                        Title:   Vice President

                                   SILICON VALLEY BANK

                                   By:_______________________________________
                                        Name: Maggie Garcia
                                        Title:  Loan Administration Team Leader
                                        (signed in Santa Clara, CA)

                                   INT'L.COM, INC.

                                   By: /s/ Stephen J. Lifshatz
                                        Stephen Lifshatz
                                        Chief Financial Officer

                                   INTERNATIONAL LANGUAGE ENGINEERING
                                   CORPORATION

                                   By: /s/ Stephen J. Lifshatz
                                        Stephen Lifshatz
                                        Chief Financial Officer

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                                   HARVARD TRANSLATIONS, INC.

                                   By: /s/ Stephen J. Lifshatz
                                        Stephen Lifshatz
                                        Chief Financial Officer

                                   LIONBRIDGE TECHNOLOGIES CALIFORNIA, INC.

                                   By: /s/ Stephen J. Lifshatz
                                        Stephen Lifshatz
                                        Chief Financial Officer

                                   DATA DIMENSIONS, INC.

                                   By: /s/ Stephen J. Lifshatz
                                        Stephen Lifshatz
                                        Chief Financial Officer

                                   ETESTING LABS, INC.

                                   By: /s/ Stephen J. Lifshatz
                                        Stephen Lifshatz
                                        Chief Financial Officer

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