AMENDMENT #3 TO CREDIT AND SECURITY AGREEMENT



Exhibit No. 10.38




AMENDMENT
#3 TO CREDIT AND SECURITY AGREEMENT


THIS AMENDMENT #3   (this "Amendment")
is entered into by the undersigned parties as of October 23, 2002 with respect
to the Credit and Security Agreement dated as of October 25, 2000 (as amended,
the "Credit and Security Agreement")
by and among Mohawk Factoring, Inc., a Delaware corporation ("Borrower"), Mohawk Servicing, Inc., a
Delaware corporation, as initial Servicer, Blue Ridge Asset Funding
Corporation, a Delaware corporation, and Wachovia Bank, National Association,
individually and as Agent.   Unless defined elsewhere herein, capitalized
terms used in this Amendment shall have the meanings assigned to such terms in
the Credit and Security Agreement.


PRELIMINARY
STATEMENT


On
the terms and subject to the conditions hereof, each of the parties wishes to
amend the Credit and Security Agreement as hereinafter set forth.


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


1.             Amendments.


1.1.          Section 10.2 of the Credit and
Security Agreement is hereby amended to delete the lead-in thereto (up to but
not including the colon in the eighth line thereof) and to substitute in lieu
thereof "If any Regulatory Change shall occur".


1.2.          The definition of "Regulatory Change" in the Credit and Security Agreement is hereby
amended and restated in its entirety to read as follows:


"Regulatory Change" means any change after
October 26, 2000 in United States (federal, state or municipal) or foreign
laws, regulations (including Regulation D) or accounting principles or the
adoption or making after such date of any interpretations, directives or
requests applying to a class of banks (including the Liquidity Banks) of or
under any United States (federal, state or municipal) or foreign laws,
regulations (whether or not having the force of law) or accounting principles
by any court, governmental or monetary authority, or accounting board or
authority (whether or not part of government) 
charged with the establishment, interpretation or administration
thereof.  For the avoidance of doubt,
any interpretation of Accounting Research Bulletin No. 51 by the Financial
Accounting Standards Board shall constitute a Regulatory Change.


2.             Conditions Precedent to
Effectiveness.  The effectiveness of
this Amendment is subject to the conditions precedent that the Agent shall have
received counterparts hereof duly executed by each of the parties to the Credit
and Security Agreement.


3.             Scope of Amendment. Except as
expressly amended hereby, the Credit and Security Agreement remains in full
force and effect in accordance with its terms and this Amendment to the Credit
and Security Agreement shall not by implication or otherwise alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit and Security Agreement, all of which are
ratified and affirmed in all respects and shall continue in full force and
effect.   


4.             Governing Law. This Amendment and
the Credit and Security Agreement as amended hereby shall be governed by and
construed in accordance with the laws of the State of Georgia.


5.             Counterparts.  This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
an original, and all such counterparts shall together constitute but one and
the same instrument.


6.             No Rating Agency Condition.  By signing below, the Agent confirms that
this Amendment will not require satisfaction of the Rating Agency Condition.


<signature pages
follow>











IN WITNESS WHEREOF, the parties hereto have
caused this Amendment #3 to Credit and Security Agreement to be executed and
delivered by their duly authorized officers as of the date hereof.


MOHAWK
FACTORING, INC.






By:                                                                                         
 


Name:  ______________________________


Title:  _______________________________








MOHAWK
SERVICING, INC.






By:                                                                                         
 


Name:                                                                                     
 


Title: