AMENDMENT NO. 5 TO
                           SECOND AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT


      THIS AMENDMENT NO. 5 (the  "Amendment") to the Second Amended and Restated
Loan and Security  Agreement dated May 28, 1997, as amended by prior  Amendments
dated as of  October 1,  1998,  January  1,  1999,  May 1, 1999 and June 1, 1999
(collectively,  the  "Agreement") is dated as of September 1, 1999, and is among
BANKBOSTON,  N.A., a national  banking  association  with its head office at 100
Federal  Street,  Boston,  Massachusetts  02110 and with a place of  business in
Providence,  Rhode Island as agent (the "Agent"); various financial institutions
as are or may become parties hereto including without limitation, SOVEREIGN BANK
("Sovereign")   (collectively,   the   "Lenders");   and  LITCHFIELD   FINANCIAL
CORPORATION   with  its  principal   place  of  business  at  430  Main  Street,
Williamstown, Massachusetts (the "Borrower").

                              Preliminary Statement

      Pursuant to the terms of the Agreement,  BankBoston,  N.A.,  Fleet Bank-NH
and KeyBank  National  Association  as Lenders  have  provided to the Borrower a
revolving credit facility in the original principal amount of up to $70,000,000.
The Borrower has  requested  that the  definition of the  "Borrowing  Base" (and
certain  other   definitions   related  thereto)  be  amended  to  increase  the
availability under the facility to $80,000,000. Sovereign has agreed to become a
Lender  and to  advance  funds,  subject  to the  terms  and  conditions  of the
Agreement, in an amount up to $10,000,000.  This Amendment is intended to modify
and amend the  Agreement in certain  particulars  to accomplish  the  foregoing.
Capitalized  terms not otherwise  defined  herein shall have the meaning of such
terms in the Agreement.

                                    Agreement

      It is, therefore, agreed:

     The  definition of "Loans" in the  Preliminary  Statement of the Agreement,
and  Section  1.15(a) of the  Agreement,  are each  hereby  amended by  deleting
"$70,000,000" and replacing the same with "$80,000,000." A corresponding  change
shall be made to each document or agreement in which the aggregate amount of the
revolving credit  facilities  available to the Borrower is described  including,
without limitation, (i) the Second Amended and Restated Collateral Assignment of
Contracts  dated May 28, 1997;  (ii) the Agency  Agreement;  (iii) the Custodial
Agreement; and (iv) the Collateral Account Agreement,  each of which being dated
May 28, 1997.




     The following  sections of the  Agreement are hereby  amended by increasing
the maximum amount which may be advanced  against various forms of Collateral in
accordance with the following table:
 Section       Loan Collateral Type          From          To
1.4        Acquisition & Development     $14,000,000  $16,000,000
1.8        Healthcare                    $14,000,000  $16,000,000
1.9        Home Equity                   $11,200,000  $12,800,000
1.11       Specialty Finance             $ 7,000,000  $ 8,000,000
1.13       Tax Certificate               $14,000,000  $16,000,000

     New Section 1.53(b) is hereby added to the Agreement as follows:
           "1.53(b)  Sovereign Note shall have the meaning provided in Section
           2.1 herein."

     Section 1.55 of the Agreement is hereby  amended by deleting  "$70,000,000"
therefrom and replacing the same with "$80,000,000."
     Section  2.1 of the  Agreement  is hereby  deleted  and  replaced  with the
following:
           2.1 The Notes. Prior to or simultaneously  with the execution of this
           Agreement,  (a)  Borrower  has  executed a  Revolving  Line of Credit
           Promissory  Note  payable to  BankBoston  in the  original  principal
           amount of up to $30,000,000 (the "BankBoston Note"), (b) Borrower has
           executed a Revolving Line of Credit  Promissory Note payable to Fleet
           in the original  principal  amount of up to  $20,000,000  (the "Fleet
           Note"),  (c)  Borrower  has  executed  a  Revolving  Line  of  Credit
           Promissory Note payable to KeyBank in the original  principal  amount
           of up to  $20,000,000  (the  "KeyBank  Note");  and (d)  Borrower  is
           executing  a  Revolving  Line of Credit  Promissory  Note  payable to
           Sovereign  in the  original  principal  amount  of  $10,000,000  (the
           "Sovereign  Note" and,  collectively  with the  BankBoston  Note, the
           Fleet Note and the KeyBank Note, the "Notes").

     Exhibit  1.16 to the  Agreement  is hereby  replaced  with  Exhibit 1.16 as
annexed hereto.
     From and after the date hereof,  Sovereign shall be deemed to be a "Lender"
and be entitled to all of the benefits and subject to all of the  obligations of
a  Lender  as may be set  forth in the  Agreement  and any  documents  ancillary
thereto.
     Except as expressly  modified  above,  the Agreement is hereby restated and
reaffirmed by the parties in all particulars.
     This Amendment No. 5 may be executed in multiple counterparts,  each being
deemed an  original  and this  being one of the  counterparts  but all of which
shall constitute one and the same instrument.
      Signed as a sealed instrument.

           .....               BORROWER:
           .....               LITCHFIELD FINANCIAL CORPORATION


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

           .....               AGENT:
           .....               BANKBOSTON, N.A.


           .....               By:/s/ Thomas J. Morris
                                  ----------------------------
           .....                  Name:  Thomas J. Morris
           .....                  Title:  Director

           .....
                               LENDERS:
           .....               BANKBOSTON, N.A.


           .....               By: /s/ Thomas J. Morris
                                  ----------------------------
           .....                  Name:  Thomas J. Morris
           .....                  Title:  Director

           .....               FLEET BANK-NH


           .....               By: /s/ David Canedy
                                   ----------------------
           .....                  Name:  David Canedy
           .....                  Title:  Vice President

           .....               KEYBANK NATIONAL ASSOCIATION


           .....               By: /s/ John W. Kingston
                                   ---------------------------
           .....                  Name:  John W. Kingston
           .....                  Title:  Vice President

           .....               SOVEREIGN BANK


           .....               By: /s/ Steven J. Issa
                                   ---------------------------
           .....                  Name:  Steven J. Issa
           .....                  Title:  Senior Vice President


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