Exhibit 10.194


             AMENDMENT  NO. 2 TO INDENTURE OF TRUST (this  "Amendment"),  dated
as of June 1, 1999, by and between  LITCHFIELD  HYPOTHECATION  CORP.  1997-B, a
corporation  organized  under the laws of the State of Delaware (the "Issuer"),
and THE CHASE  MANHATTAN  BANK,  a New York  banking  corporation,  as  trustee
(together  with  its  permitted   successors  in  the  trusts  hereunder,   the
"Trustee").

                             W I T N E S S E T H:

           WHEREAS, the Issuer and the Trustee are parties to an Indenture of
Trust,  as amended, dated as of August 1, 1997 (the "Indenture"), providing
for the issuance by the Issuer from time to time of its Hypothecation Loan
Collateralized Notes in an aggregate outstanding principal amount not to
exceed $61,000,000 (collectively, the "Notes");

           WHEREAS, pursuant to the Indenture, the Issuer has pledged and
assigned all of the Issuer's right, title and interest in and to the Trust
Estate to the Trustee as security for the Notes;

           WHEREAS, on the Closing Date, the Issuer issued Series A Notes in
an initial aggregate principal amount of $25,465,228.47 which Series A Notes
were authenticated and delivered by the Trustee to the Purchaser;

           WHEREAS, on the Second Closing Date, the Issuer issued Series A
Notes in an aggregate principal amount of $7,240,512.37 which Series A Notes
were authenticated and delivered by the Trustee to the Union Bank of
California, N.A. ("Union Bank");

           WHEREAS, the Issuer desires to issue additional Series A Notes in
an initial aggregate principal amount of $1,776,419.96 (the "Additional
Series A Notes"), to authorize the Trustee to authenticate and deliver the
Additional Series A Notes to the Purchaser and to increase the aggregate
principal amount of Notes that may be issued pursuant to the Indenture to
$64,000,000;

           WHEREAS, as security for the Additional Series A Notes and all
other Notes now or from time to time hereafter outstanding, the Issuer
desires to pledge and assign the additional loan specified on Schedule A
hereto (the "Additional Loan") and the Loan Collateral and related assets
(but excluding Unassigned Rights) relating to the Additional Loan to the
Trustee as additional assets comprising the Trust Estate;

           WHEREAS, the Purchaser, Litchfield Financial Corporation, Berkshire
Bank, Green Tree Financial Servicing Corporation and Union Bank, as the
Holders of 100% of the aggregate outstanding principal amount of the Notes on
the date hereof have consented to the execution and delivery of this
Amendment by the parties hereto;

           NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Issuer and
the Trustee agree as follows;

10.   Amendments.   (a)  Schedule 1 to the Indenture is hereby amended and
        restated in its entirety by the
revised Schedule 1 attached hereto as Exhibit A, and all references to
Schedule 1 in the Indenture and Appendix A incorporated by reference therein
shall refer to Schedule 1 as so amended and restated.

(c)   The Indenture is further amended to provide that the Additional Loan
shall be deemed a "Loan" for all purposes of the Indenture and Appendix A
incorporated by reference therein and all references to a "Loan" and the
"Loans" in the Indenture and Appendix A incorporated by reference therein
shall include each Additional Loan.


      (c)   Appendix A as incorporated by reference into the Indenture is
hereby amended by the addition of the term "Third Closing Date" as follows:
"Third Closing Date" shall mean June 28, 1999."

(g)   The definition of "Note Limit" in Appendix A as incorporated by
        reference into the
Indenture is hereby amended to read as follows: "'Note Limit' shall mean
$64,000,000."

(h)   Section 2.1 of the Indenture is hereby amended by the addition of the
        following sentence at the end thereof:  "The Trustee is hereby
        authorized on the Third Closing Date to authenticate and deliver to
        Union Bank the Series A Notes in the initial principal amount of
        $1,776,419.96.

      (f) The first  recital and Section  2.3 of the  Indenture  as amended are
hereby amended by deleting the references to  "$61,000,000"  contained  therein
and replacing the same with "$64,000,000."

      (g) Clause  (b) (i) of Section  2.9 of the  Indenture  is hereby  amended
to  read as  follows:  "August  28,  1997 in the  case  of the  Series  A Notes
issued and  authenticated  on the Closing Date,  March 23, 1999, in the case of
the Series A Notes issued and  authenticated  on the Second  Closing Date,  and
June 28, 1999, in the case of the Third Closing Date, and.

11.   Further Agreements.   The parties each agree to execute and deliver to
        the other such reasonable and appropriate additional documents,
        instruments or agreements as may be necessary or appropriate to
        effectuate the purposes of this Amendment.

12.   Costs and Expenses.   The Issuer shall reimburse the Trustee for the
        reasonable costs and expenses, including costs and expenses of
        counsel, incurred by Trustee in connection with this Amendment.

13.   Indenture in Full Force and Effect.   The amendments set forth herein
        are limited precisely as written and shall not be deemed to (i) modify
        any other term or condition of the Indenture or (ii) prejudice any
        right the Noteholders may have now or in the future under or in
        connection with the Notes, the Indenture or any related document or
        agreement.  Except as expressly amended hereby, the Indenture shall
        remain unchanged and in full force and effect.

14.   Effect of Headings.   The section headings herein are for convenience
        only and shall not affect the construction hereof.

15.   Successors and Assigns.   All covenants and agreements in this Amendment
        by the Issuer shall bind its successors and assigns, whether so
        expressed or not.

16.   Severability.   In case any provision in this Amendment shall be
        invalid, illegal or unenforceable, the validity, legality and
        enforceability of the remaining provisions shall not in any way be
        affected or impaired thereby.

17.   Governing Law.   This Amendment shall be construed in accordance with
        and governed by the laws of the State of New York, without regard to
        the conflict-of-law provisions thereof.

18.   Counterparts.   This Amendment 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.


      IN WITNESS WHEREOF, the Issuer and the Trustee have caused this
Amendment to be duly executed by their duly authorized officers all as of the
day and year first above written.

                               THE CHASE MANHATTAN BANK
                               as Trustee


                               By: /s/ Cynthia Kerpen
                               Title: Vice President

                               LITCHFIELD HYPOTHECATION CORP. 1997-B


                               By: /s/ Heather A. Sica
                               Title:  Executive Vice President