Exhibit 10.152

                     MASTER REVOLVING CREDIT PROMISSORY NOTE
                                 ("MASTER NOTE")


$3,000,000.00          St. Petersburg, Florida
Date: April 21, 1997


      FOR  VALUE  RECEIVED,  the  undersigned  borrower,   LITCHFIELD  FINANCIAL
CORPORATION,   a  Massachusetts   corporation  (hereinafter  called  "Borrower")
promises to pay to the order of REPUBLIC  BANK,  a Florida  banking  corporation
(hereinafter and together with any holder hereof called "Bank"),  at Post Office
Box 7010,  Clearwater,  Florida  34618-7010,  or at such other place as Bank may
from time to time designate in writing,  without grace,  upon the first to occur
of: DEMAND OR AFTER ONE (1) YEAR (unless automatically renewed hereunder),  (the
"Maturity  Date"),  the  principal  sum  not to  exceed  THREE  MILLION  DOLLARS
($3,000,000.00),  or so much thereof as has been  advanced  hereunder,  together
with interest on the unpaid  balance of the principal  (the "Loan") from time to
time  outstanding at the rate equal to the Base Rate plus one  percentage  point
(1.00%)  per  annum  (the  "Interest  Rate").  In no event,  however,  shall the
interest  rate be  greater  than the  maximum  rate of  interest  allowed  to be
contracted for by applicable law.

      Principal and interest shall be due and payable as follows:

           (a) To the extent accrued,  interest only, as stated above,  shall be
payable  monthly  commencing  April 1, 1997,  and continuing on the first day of
each month  thereafter  until the  Maturity  Date at which time all  outstanding
indebtedness, whether principal, accrued interest or otherwise, shall be due and
payable in full.

           (b) The principal amount evidenced hereby may be borrowed (and to the
extent any principal amount advanced  hereunder is repaid by Borrower,  such sum
may be borrowed again) until the Maturity Date. At no time,  however,  shall the
principal   balance   outstanding   hereunder   exceed  THREE  MILLION   DOLLARS
($3,000,000.00).

      Interest  owing under this Master Note shall be computed on the basis of a
365-day year for actual days lapsed.

      As used  herein,  "Base Rate" shall refer to the base rate of interest per
annum which is announced by CITIBANK,  N.A., New York, New York  ("Citibank") as
being its base rate as such base rate changes from time to time.  Changes in the
Base Rate shall be effective on the effective date announced by CITIBANK.

      If any payment on this Master Note  becomes due and payable on a Saturday,
Sunday or legal  holiday  under the laws of the State of Florida,  the  maturity
thereof  shall be  extended to the next  succeeding  business  day and  interest
thereon shall be payable at contract rate of interest during such extension.

<PAGE>


      This Master Note is the Master  Revolving  Credit Note  referred to in the
Wholesale  Warehouse Loan and Mortgage Security Agreement (the "Loan Agreement")
between the Borrower and the Bank,  as the same may from time to time be amended
or  supplemented,  and all  Advances  hereunder  are  subject  to the  terms and
conditions thereof.

      Upon the occurrence of any one or more of the Events of Default  specified
in the Loan  Agreement,  or in any other  document or  instrument  delivered  in
connection therewith,  all amounts then remaining unpaid on this Master Note may
be declared to be immediately due and payable as provided in the Loan Agreement.

      Loans on this Master Note shall be requested by Borrower and  evidenced by
an Advance, as provided in the Loan Agreement.

      Borrower  may  repay  all or part of the  principal  balance  at any  time
without  penalty.  Such prepayment shall be accompanied by payment of any unpaid
interest  accrued to the time of such  prepayment.  All payments made  hereunder
shall at  Bank's  option  first be  applied  to late  charges,  then to  accrued
interest, then to principal.

      Permitted  partial  prepayments  shall  not  affect  or vary  the  duty of
Borrower to pay all  obligations  when due,  and they shall not affect or impair
the right of Bank to pursue all remedies  available to it  hereunder,  under the
security  instruments  securing  this  indebtedness,  or under  any  other  loan
documents or guaranty executed in connection herewith.

      In the event  Bank has made a demand  for  repayment  of the  indebtedness
evidenced by this Master Note, Bank, at its option, may notify Borrower that its
commitment to lend under this  revolving  credit is terminated and Bank shall be
relieved of all obligations to lend any further sums thereafter to Borrower.

      This Master Note has been delivered in the State of Florida, and its terms
and provisions  are to be governed by and construed  under the laws of the State
of Florida and of the United  States of America,  and the rules and  regulations
promulgated  under the authority  thereof.  It is the intent of this Master Note
that such laws shall be  interpreted  in such a manner that the maximum  rate of
interest  allowed to be contracted for by applicable law as changed from time to
time which is  applicable to this Master Note  (hereinafter  called the "Maximum
Rate") be as great as possible.

      In the event that any payment of interest is not made when due  hereunder,
it is hereby  agreed  that the Bank  shall have the  option of  collecting  five
percent  (5%) of the amount of each such  delinquent  payment.  Said late charge
and/or  interest shall be  immediately  due and payable in full on demand by the
Bank.

      In no event  shall  Bank have the right to  charge or  collect,  nor shall
Borrower be required or obligated to pay,  interest or payments in the nature of
interest, which would result in interest being charged or collected at a rate in
excess of the Maximum  Rate.  In the event that any payment which is interest or
in the nature of  interest  is made by  Borrower or received by Bank which would
result in the rate of interest  being  charged or collected by the Bank being in
excess of the Maximum  Rate,  then the portion of any such payment  which causes
the rate of interest  being charged or collected by Bank exceed the Maximum Rate
(hereinafter  called  the  "excess  sum")  shall be  credited  as a  payment  of

<PAGE>

principal.  If Borrower  notifies Bank in writing that  Borrower  elects to have
such  excess sum  returned  to  Borrower,  such  excess sum shall be returned to
Borrower.  In the event that any such overcharge is discovered after this Master
Note has been paid in full, then the amount of such excess sum shall be returned
to Borrower  together  with  interest  thereon from the date such excess sum was
paid or  collected at the same rate as was due Bank during such period under the
terms of this Master  Note.  All excess  sums  credited  to  principal  shall be
credited as of the date paid to Bank.

      The "Default Interest Rate" shall be five percent (5%) per annum above the
contract  interest  rate set  forth  above,  but in no event at a rate  which is
higher than the Maximum Rate permitted by law.

      Upon a failure by Borrower  to repay  principal  upon demand by Bank,  the
entire unpaid  principal  balance  shall bear interest at the "Default  Interest
Rate". In addition to the rights  described in this  paragraph,  Bank shall have
the right to exercise all other rights or remedies  provided by law or at equity
and shall specifically have the right to recover all damages resulting from such
default including,  without limitation,  the right to recover the payment of all
amounts owing to Bank.  Exercise of any of these options shall be without notice
to Borrower, notice of such exercise being hereby expressly waived.

      Time is of the  essence  hereunder.  In the event that this Master Note is
collected  by law or  through  attorneys  at law,  or  under  advice  therefrom,
Borrower and any other person liable for payment  hereof  hereby,  severally and
jointly,  agree to pay all costs of collection,  including reasonable attorneys'
fees and costs  (including  charges for  paralegals and others working under the
direction  or  supervision  of  Bank's  attorneys)  and all  sales or use  taxes
thereon, whether or not suit is brought, and whether incurred in connection with
collection,  trial,  appeal,  bankruptcy  or  other  creditor's  proceedings  or
otherwise,  and, if Bank's  attorneys shall include  employees of Bank or of any
person  controlling,  controlled  by or under  common  control  with Bank,  such
reasonable  attorney's  fees shall  include  costs  allocated  by Bank's or such
person's internal legal department.

      Borrower  authorizes  Bank,  from time to time,  to debit any account that
Borrower may have with Bank,  for any payment of principal or interest  past due
hereunder  for the amount of such payment of principal or interest.  Exercise of
this right  shall be optional  with Bank and the  provisions  of this  paragraph
shall  not be  construed  as  releasing  Borrower  from the  obligation  to make
payments of principal or interest according to the terms hereof.

      The  remedies  of  Bank  as  provided   herein  shall  be  cumulative  and
concurrent,  and may be pursued singularly,  successively,  or together,  at the
sole  discretion of Bank.  No act of omission or  commission of Bank,  including
specifically  any failure to exercise any right,  remedy or  recourse,  shall be
deemed to be a waiver or  release  of the same,  such  waiver or  release  to be
effected only through a written  document  executed by Bank and then only to the
extent  specifically  recited therein. A waiver or release with reference to any
one event shall not be construed as  continuing,  as a bar to, or as a waiver of
release of, any subsequent right, remedy or recourse as to a subsequent event.

      All persons now or at any time liable,  whether  primarily or secondarily,
for the payment of the  indebtedness  hereby  evidenced,  for themselves,  their
heirs, legal representatives,  successors and assigns, respectively, hereby: (a)
expressly  waive any  presentment,  demand  for  payment,  notice  of  dishonor,
protest,  notice of nonpayment or protest, all other forms of notice whatsoever,
and diligence in  collection;  (b) consent that Bank may, from time to time, and

<PAGE>

without notice to them or demand: (i) extend,  rearrange,  renew or postpone any
or all payments and/or (ii) release,  exchange,  add to or substitute all or any
part of the  collateral  for this  Master  Note,  without in any way  modifying,
altering,  releasing,  affecting or limiting their  respective  liability or the
lien of any  security  instrument;  (c) agree  that  Bank,  in order to  enforce
payment  of this  Master  Note  against  them  shall  not be  required  first to
institute any suit or to exhaust any of its remedies against any Borrower or any
other person or party or to attempt to realize on the collateral for this Master
Note. Continuation of the revolving credit facility shall be reviewed by Bank on
an annual  basis as of twelve  (12) months from the date of this Note and as the
same date of each subsequent year. In the event the Bank determines to terminate
this Loan after such annual review,  Bank shall give the Borrower written notice
of such  termination  within ten (10) days of the annual  date of the Loan to be
effective  thirty (30) days after the date of said notice.  If the Bank does not
give the written notice within such period,  the Note will  automatically  renew
for another one year period.

      BORROWER AND ANY OTHER PERSON LIABLE FOR PAYMENT HEREOF, BY EXECUTING THIS
MASTER NOTE OR ANY OTHER DOCUMENT CREATING SUCH LIABILITY, WAIVE THEIR RIGHTS TO
A TRIAL BY JURY IN ANY ACTION WHETHER ARISING IN CONTRACT OR TORT, BY STATUTE OR
OTHERWISE,  IN ANY WAY RELATED TO THIS MASTER NOTE. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR BANK'S  EXTENDING  CREDIT TO BORROWER AND NO WAIVER OR LIMITATION
OF BANK'S  RIGHTS  HEREUNDER  SHALL BE EFFECTIVE  UNLESS IN WRITING AND MANUALLY
SIGNED ON BANK'S BEHALF.

      Borrower   acknowledges  that  the  above  paragraph  has  been  expressly
bargained  for by Bank as part of the loan  evidenced  hereby and that,  but for
Borrower's  agreement  and the  agreement of any other person liable for payment
hereof thereto,  Bank would not have extended the loan for the term and with the
interest rate provided herein.

      If  more  than  one  party  shall  execute  this  Master  Note,  the  term
"Borrower",  as used herein, shall mean all parties signing this Master Note and
each of them, who shall be jointly and severally  obligated  hereunder.  In this
Master Note,  whenever the context so requires,  the neuter gender  includes the
feminine and/or masculine,  as the case may be, and the singular number includes
the plural.


<PAGE>


      IN WITNESS WHEREOF, Borrower has caused this Master Note to be executed in
its name on the day and year first above written.

      THE UNDERSIGNED ACKNOWLEDGES THAT THE LOAN EVIDENCED HEREBY IS
FOR COMMERCIAL PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD
PURPOSES.

                               LITCHFIELD FINANCIAL CORPORATION,
                               a Massachusetts corporation


                                By: /s/Heather A.Sica
                                   ---------------------
                                   Heather A. Sica,
                                   As its Executive Vice President

                                          (CORPORATE SEAL)

                                   "BORROWER"



STATE OF VERMONT
COUNTY OF   Bennington
            __________

      The  foregoing  instrument  was  acknowledged  before  me this 19th day of
March,  1997 by HEATHER A. SICA,  as  Executive  Vice  President  of  LITCHFIELD
FINANCIAL CORPORATION, a Massachusetts  corporation,  who is personally known to
me or who  produced a New York State  Driver's  License  as  identification,  on
behalf of the corporation.

                                      /s/ Jane E.Ruzicka
                                    ______________________________
                                    Notary Public-State of Vermont
My Commission Expires:
                                       Jane E.Ruzicka
                                     _____________________________
                                    (Print or Type Name of Notary)



<PAGE>


                                                                  Exhibit 10.153

        WHOLESALE WAREHOUSE LOAN AND MORTGAGE SECURITY AGREEMENT
        ________________________________________________________


      THIS WHOLESALE  WAREHOUSE LOAN AND MORTGAGE SECURITY  AGREEMENT (the "Loan
Agreement")  made this 21st day of March,  1997,  among REPUBLIC BANK, a Florida
banking  corporation,  having a mailing  address of 111 Second  Avenue N.E.,  St
Petersburg,  FL 33701  (hereinafter  referred to as the  "Bank") and  LITCHFIELD
FINANCIAL CORPORATION,  a Massachusetts  corporation (hereinafter referred to as
the  "Borrower"),  having  its  principal  place of  business  at 789 Main Road,
Stamford, VT 05352.

RECITALS:

      A. The Borrower has applied to the Bank for a revolving line of credit not
to exceed Three Million Dollars  ($3,000,000.00) (the "Loan") to be evidenced by
a master  promissory note (the "Note") and secured by certain  eligible  secured
notes of Borrower.

      B.   The  Bank has  agreed  to make  the  Loan  providing  certain
conditions herein outlined are fully complied with.

      NOW, THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties hereto agree as follows:

      SECTION 1.  RECITALS; DEFINITIONS

      1.1  Recitals.  The  foregoing  recitals  are true and correct and
incorporated herein by reference.

      1.2 Defined  Terms.  As used in this Loan  Agreement  (such term and other
capitalized  terms used herein  having the  respective  meanings  specified  and
defined in this  Section  1.2),  the  following  terms shall have the  following
meanings:

           "Advance" or "Advances" shall mean the amount advanced by the Bank to
Borrower from time to time under the terms of this Loan Agreement and the Note.

           "Affiliate" shall mean any person, corporation,  association or other
business entity which directly or indirectly  controls,  or is controlled by, or
is under common control with the Borrower.

           "Borrowing  Base" shall mean,  at any date of  determination  thereof
(which date and determination  shall be in the Bank's sole discretion) an amount
equal to 75% of Eligible Loan  Receivables;  but in no event shall the aggregate
of all Advances under the Loan outstanding at any one time exceed $3,000,000.00.
The Bank  has  bargained  for and  Borrower  agrees  and  acknowledges  that the
collateral not included in the Borrowing  Base is a cushion of collateral  value
in excess of the secured Advances under the Loan.

           "Default"  the  occurrence  of any Event of Default that is not cured
within any applicable notice and cure period.

           "Default  Rate"  shall  mean five  (5%) per cent per annum  above the
contract  interest  rate but not to exceed the  maximum  annual rate of interest
permitted by then applicable law.

<PAGE>

           "Eligible Loan Receivables"  shall mean, at any date of determination
thereof,  all Loan  Receivables of Borrower:  (a) which are bona fide, valid and
legally  enforceable  obligations of the loan debtors in respect thereof,  which
are unconditionally owing by such loan debtors and which are not in default; (b)
which,  except for the security interest in the Loan Receivables  granted to the
Bank,  are  solely  owned by the  Borrower,  free and clear of any and all other
liens, security interests,  encumbrances,  claims or rights of others; (c) which
are not the subject of any defense,  offset,  counterclaim  or claim;  (d) as to
which no more than 90 days shall have  elapsed from the last  required  payment;
(e) as to which no more than 49% of those Loan  Receivables  for any  account is
aged ninety (90) days or more from its last  payment  date,  as evidenced by the
monthly Loan  Receivable  aging report:  (f) as to which the account debtors are
(i) solvent,  going concerns  unaffiliated  with the Borrower or an Affiliate of
Borrower, and (ii) reasonably  satisfactory to the Bank from a credit standpoint
(the Bank's satisfaction may be assumed unless the Bank shall at any time advise
the Borrower to the contrary).

           "Events of Default"  shall have the meaning  ascribed to such term in
Section 7 hereof.

           "Expiration  Date" shall mean upon prior  demand by the Bank one year
after the date hereof if not  automatically  renewed as provided in the Notes or
after Default,  whichever first occurs,  or such other later date as the parties
may agree to in writing.

           "Generally  Accepted  Accounting  Principles"  shall  mean  generally
accepted  accounting  principles,  in  effect  from time to time,  applied  on a
consistent basis.

           "Loan  Receivables"  shall mean all mortgage  secured notes and other
related forms of obligations, now or hereafter owing to the Borrower (including,
without  limitation,  any such  obligation  that  might be  characterized  as an
account, contract right, or general intangible under the Uniform Commercial Code
as, from time to time,  in effect in the State of Florida),  and all  collateral
security,  guarantees and custodial or records management agreements of any kind
given by any obligor with respect to any of the foregoing.

      SECTION 2.  THE REVOLVING CREDIT LOAN.

      (a) Advances.  Subject to the Borrowing Base limitations and the terms and
conditions  of this  Loan  Agreement,  the Bank  may,  in its  discretion,  make
Advances  to the  Borrower,  at any time and from time to time,  on or after the
date hereof until the earlier of the  Expiration  Date or the  occurrence  of an
Event of Default,  or an event which with the giving of notice or the passage of
time, or both, shall  constitute an Event of Default;  Advances may be borrowed,
re-paid and re-borrowed,  provided, however, the aggregate outstanding principal
amount of all Advances at any time shall not exceed the sum of $3,000,000.00. In
the event any Borrowing Base Certificate  discloses that the outstanding balance
of  Borrower's  Loan exceeds the Borrowing  Base of Eligible  Loan  Receivables,
Borrower  shall  remit  the  difference  between  the  Borrowing  Base  and  the
outstanding  Loan balance to the Bank within five (5)  business  days of written
demand by the Bank.

      (b) Interest.  The Bank shall make  appropriate  debits and credits to the
loan  account of the  Borrower  corresponding  to each  Advance  to reflect  the
Advances to, prepayments and payments for the account of the Borrower. Each such
entry  shall be  prima  facie  evidence  of the  principal  amount  of  Advances

<PAGE>

hereunder at any time  outstanding.  Each Advance  shall bear  interest from the
date such Advance is made on the aggregate unpaid principal amount thereof until
such  principal  amount is paid or shall become due and payable  (whether at the
stated maturity or by  acceleration)  pursuant to the terms of and at a rate per
annum as set in the Note.

      (c) Calculation. Interest on principal outstanding from time to time shall
be paid monthly,  and shall be calculated on the basis of a 365-day year for the
actual days elapsed.

      (d) Requests for Advances.  Borrower shall request Advances under the Loan
by giving written notice thereof to the Bank at the address set forth in Section
8 of this  Loan  Agreement,  in form and  substance  satisfactory  to the  Bank,
together with delivery to the Bank of a Borrowing  Base  Certificate in the form
attached hereto as Exhibit "A" and copies of the Collateral (herein defined) for
the Bank's review and the Collateral  Documentation (herein defined) if the Bank
accepts granting the Advance,  and any supporting  information it may reasonably
request, at the above address.

      (e) Commitment. The giving of notice as aforesaid shall irrevocably commit
Borrower to accept the requested Advance under the Loan if granted by the Bank.

      (f)  Limitation.  In no event  shall any  interest  charge,  collected  or
reserved hereunder exceed the maximum rate then permitted by applicable law.

      (g) Funding.  An initial Advance under the Loan shall be made in an amount
of up to  $3,000,000.00  for working capital needs subject to the Borrowing Base
limitations and the terms and conditions herein.

      (h)  Collateral.  From the date hereof as security for the payment and the
performance  of  the  Loan,  the  Borrower  extends,  sells,  assigns,  conveys,
mortgages,  pledges,  transfers,  grants, and regrants to the Bank a continuing,
first priority security interest in and to all of its respective  rights,  title
and interest in, to and under all Loan  Receivables  and all other  property and
money of the Borrower now or hereafter in the possession,  custody or control of
the Bank; and as to each of the foregoing, the products and proceeds thereof and
accessions thereto; all of which shall constitute the "Collateral".
      (i) Collateral  Documentation.  For each Advance  Borrower shall grant the
Bank a collateral  assignment of the following Loan documentation  (collectively
the "Underlying Loan Documents")  depending upon the type of loan to be assigned
and as below indicated:

           (1) Collateral  Assignment of Borrower's Loan Documents including but
not limited to the note,  mortgage,  assignments,  security  agreements,  pledge
agreements,  financing statements, title insurance policy, custodial and records
management  agreements  and such  other  documents  as  evidence  and secure the
Underlying Loan Documents.

           (2) Collateral assignment of the following documents depending on the
type  of  loan  assigned,   if  required  by  the  Bank  (or  if  not  required,
certification by Borrower that such  documentation is in Borrower's  possession,
is being held by Borrower in trust for the Bank):

                (i) A  certified  survey  of  the  mortgage  property,  if  any,
including all improvements thereon, which depicts no facts that would render the
title unmarketable.

<PAGE>



                (ii)  Fire  and  other  hazard  insurance   policies  and  flood
insurance policy, if applicable,  or certificates in an amount equal to the full
insurable value of the mortgage property.

                (iii)An   appraisal  by  a  State  Certified  General  Appraiser
indicating an appraisal value meeting the Bank's requirements, if available.

                (iv) An Environmental  Level I report and such other environment
reports obtained by Borrower if available.

                (v) Any other documents  reasonably requested by the Bank at any
time, as it may deem necessary in its sole discretion.

           (3) Borrower shall not pledge,  assign or grant any security interest
in any of the Collateral pledged hereunder to anyone other than the Bank.

           (4) The Collateral  presently or hereafter pledged,  assigned and set
over under this Loan Agreement secures the following:

                (i)  The  payment of the  principal  of and  interest on
the Master Note;

                (ii) The payment of any and all  amounts due or which  hereafter
may become due to the Bank from the Borrower pursuant to this Loan Agreement and
the  performance  by the Borrower of all  obligations,  covenants and agreements
under this Loan Agreement;

                (iii)The  payment  of all costs  and  expenses  incurred  in the
collection of the Master Note and in the  enforcement  of the rights of the Bank
hereunder, which costs and expenses the Borrower agrees to pay; and

                (iv) The payment of any and all other  obligations of every type
made by the Bank to or on behalf of Borrower,  regardless  of any  obligation on
the part of the Bank to make such Advances.

           (j) Proceeds.  No part of the proceeds of any Advance made  hereunder
will be used to "purchase" or "carry" any "margin  stock" or to extend credit to
others for the purpose of "purchasing" or "carrying" any "margin stock" (as such
terms are defined in the  Regulation  U of the Board of Governors of the Federal
Reserve  System),  and the assets of Borrower do not include and Borrower has no
present interest in acquiring any such security.

      SECTION 3.  REPRESENTATIONS AND WARRANTIES.

      From the date hereof, the Borrower  represents and warrants to the Bank as
follows:

      3.1  Organization, Standing, Corporate Powers.

           (a)  Duly  Organized.   The  Borrower  (i)  is  a  corporation   duly
incorporated,  validly existing and in good standing under the laws of the State
of  Massachusetts,  registered to do business in the State of Florida;  (ii) has
all  requisite  power and  authority,  corporate  or  otherwise,  to conduct its

<PAGE>

business as now being conducted and to own its properties and assets;  and (iii)
is duly qualified to do business in every jurisdiction wherein the failure to so
qualify would have a material adverse effect.

           (b) Powers. Borrower has all requisite power and authority, corporate
or otherwise,  to execute,  deliver, and to perform all of its obligations under
this Loan  Agreement  and under other  documents or  agreements  relating to the
transactions contemplated herein to which it is a party.

           (c) Binding Obligation.  This Loan Agreement and all corporate notes,
assignments,  security  agreements  and all other loan and  security  agreements
executed in connection therewith are legal, valid and binding obligations of the
Borrower,  as the  case  may  be,  and  enforceable  in  accordance  with  their
respective terms.

           (d) No Approvals Required. No written approval of any federal,  state
or local governmental authority is necessary to carry out the terms of this Loan
Agreement  or the other loan  documents  referred to herein,  and no consents or
approvals are required in the making or performance of the loan documents.

           (e) No Pending Actions. There are no pending or threatened actions or
proceedings before any court,  arbitrator or governmental or administrative body
or agency which may  materially  adversely  affect the  properties,  business or
condition,  financial  or  otherwise,  of the  Borrower or in any way  adversely
affect or call into  question the power of the Borrower to enter into or perform
the loan documents referred to herein.

           (f)  Solvency.  Borrower  is now solvent and able to pay its debts as
they mature and now owns  property  whose fair salable  value on a  consolidated
basis is greater than the amount required to pay its indebtedness.

           (g) No Misrepresentations.  Neither this Loan Agreement nor any other
documents  or  agreements   provided  to  the  Bank  by  Borrower  contains  any
misrepresentation  or untrue  statement  of fact or omits to state any  material
fact necessary to make any of such agreements, reports, schedules,  certificates
or instruments not misleading.

           (h) No Default.  Borrower  covenants  that the execution of this Loan
Agreement and the other loan documents referred to herein granted by Borrower do
not create an event of default with any of Borrower's existing creditors.

           The  effectiveness  of this Loan  Agreement  shall be  subject to the
continuing  accuracy  of all  representations  and  warranties  of the  Borrower
contained  herein.  Each  Advance  made to the  Borrower  pursuant  to the  Loan
Agreement shall constitute an automatic  warranty and representation by Borrower
to the Bank that  there  does not exist a Default or any Event of Default or any
event or condition which,  with notice,  lapse of time and/or the making of such
Advance,  would constitute a Default or any Event of Default and a reaffirmation
as of the date of said  request of all the  representations  and  warranties  of
Borrower  contained in this Loan  Agreement.  Borrower  covenants,  warrants and
represents to the Bank that all representations and warranties contained in this
Loan  Agreement  shall be true at the time of  execution  of the loan  documents
referred to herein and shall  survive the  execution,  delivery  and  acceptance
thereof by the parties  thereto and the  closing of the  transactions  described
therein or related thereto.

<PAGE>

      3.2 Authorization of Borrowing. The execution, delivery and performance of
this Loan Agreement and the borrowings hereunder:  (i) have been duly authorized
by all  requisite  corporate  action;  (ii) will not  violate any  provision  of
applicable law, any governmental  rule or regulation,  any order of any court or
other  agency of  government  to which  either of such parties is subject or the
Articles of  Incorporation  or By-laws of the Borrower;  or (iii) do not violate
any  provision  of any  indenture,  agreement or other  instrument  to which the
Borrower  is a party or by which the  Borrower or its  properties  or assets are
bound and which is  material  to the conduct or  operation  of their  respective
businesses and financial  affairs,  or conflict  with,  result in a breach of or
constitute  (with  due  notice  or lapse of time or both) a  default  under  any
provision of such indenture,  agreement or other  instruments,  or result in the
creation  or  imposition  of any  lien,  charge  or  encumbrance  of any  nature
whatsoever  upon any of the properties or assets of the Borrower,  other than as
provided herein.

      3.3 Financial  Statements.  The Borrower has  heretofore  furnished to the
Bank the financial  statements which fairly present the financial  condition and
the  results of  operations  of the  Borrower  as of the date and for the period
indicated, show all known material liabilities,  direct or contingent, as of the
respective  dates  thereof,  and were  prepared  in  accordance  with  Generally
Accepted Accounting Principles applied on a consistent basis.

      3.4  Adverse  Change.  There has been no  material  adverse  change in the
business, properties or condition (financial or otherwise) of the Borrower since
the date of the most recent of the financial statements delivered to the Bank.

      3.5 Litigation.  There are no actions, suits or proceedings pending or, to
the knowledge of the Borrower,  overtly  threatened  against or affecting it, at
law or in  equity,  or  before  or by any  federal,  state,  municipal  or other
governmental court, tribunal,  department,  commission, board, bureau, agency or
instrumentality,  domestic or  foreign,  which  involve any of the  transactions
herein  contemplated or the possibility of any judgment or liability which would
result in any material adverse change in the business, operations, properties or
assets or in the financial  condition of Borrower,  or materially  and adversely
affect the ability of Borrower to perform hereunder.  Borrower is not in default
with respect to (a) any judgment,  order, writ, injunction or decree; or (b) any
rule  or  regulation  of  any  court  or  Federal,  state,  municipal  or  other
governmental court, tribunal,  department,  commission, board, bureau, agency or
instrumentality,  domestic or foreign which would have a material adverse effect
on its business, properties or condition (financial or otherwise).

      3.6  Payments  of  Taxes.  Borrower  has  filed or  caused to be filed all
Federal,  state and local tax returns that are required to be filed and has paid
or  caused to be paid all taxes as shown on such  returns  or on any  assessment
received by it, to the extent that such taxes have become due,  except taxes the
validity of which is being  contested in good faith by  appropriate  proceedings
and for which, in the exercise of reasonable business judgment,  there have been
set aside  adequate  reserves  with  respect  to any such tax or  assessment  so
contested  the tax or assessment so contested  shall not  materially  affect its
ability to perform hereunder.

      3.7 Priority of Security  Interest.  Subject (i) to filing and recordation
of  the  appropriate  instruments  in the  appropriate  offices  of  the  proper
jurisdiction  or possession  by the Bank or its agent where  perfection is based
upon possession; (ii) to the enforcement of remedies to bankruptcy,  insolvency,
and other laws affecting  creditors'  rights  generally and to moratorium  laws,
from time to time in effect; and (iii) to general equitable principles which may
limit the right to  obtain  the  remedy  of  specific  performance,  each of the

<PAGE>

security  interests  granted to the Bank as  identified  under Section 2 of this
Loan Agreement  constitutes a valid first priority  security interest or lien in
and to the property  covered thereby,  unless  otherwise  disclosed by Borrower,
granting all rights and remedies to a secured party under the Uniform Commercial
Code,  as in effect  in the State of  Florida,  as the same may be  modified  or
amended from time to time, except as otherwise permitted hereunder.

      SECTION 4.  CONDITIONS OF LENDING.

      The  obligation of the Bank to extend  credit  hereunder is subject to the
following conditions:

      4.1  Representations  and  Warranties.  At the date of each  Advance,  the
representations  and  warranties set forth in Section 3 hereof shall be true and
correct  on  and  as  of  such  date,  with  the  same  effect  as  though  such
representations  and warranties had been made on and as of such date,  except to
the extent that such  representations and warranties relate solely to an earlier
date.

      4.2  Certificates.  On or before  the date  hereof,  the Bank  shall  have
received:  (a) from the  Borrower:  (i) a copy of its  certificate  of corporate
status and  Articles of  Incorporation  with all  amendments,  certified  by the
Secretary  of  State of  Massachusetts,  dated  as of a  recent  date;  (ii) the
certificate of its secretary or assistant  secretary,  dated the date hereof and
certifying that attached thereto is a true and complete copy of its Bylaws prior
to the adoption of the  resolutions  by its Board of Directors  authorizing  the
execution,  delivery and performance of this Loan Agreement;  and  certification
that its Articles of  Incorporation  have not been amended since the date of the
last amendment thereof, if any, indicated on the certificate of the Secretary of
State; and (b) such other documents as the Bank may reasonably request.

      4.3 No Default. At the date of each Advance, no Event of Default, or event
which  with the  giving of  notice or of the  passage  of time,  or both,  would
constitute an Event of Default,  shall have occurred and be continuing,  and the
representations  and  warranties of the Borrower  contained  herein shall remain
true and correct as of such date, except to the extent that such representations
and  warranties  relate to an earlier  date.  Each request for an Advance  shall
constitute  the  confirmation  by the  Borrower  that at the  date  thereof  the
conditions contained in this Section 4.3 shall have been satisfied.

      4.4 Other Conditions Precedent.  On or before the date hereof, there shall
have been delivered to the Bank all of the Underlying Loan Documents,  financial
statements,  reports, appraisals, title commitments and other documents required
by the Loan Commitment dated January 21, 1997.

      SECTION 5.  AFFIRMATIVE COVENANTS

      From  the  date  hereof  and so  long  as the  Loan  shall  be  unpaid  or
unperformed, the Borrower will:

      5.1  Existence and  Properties.  To the extent that the same are necessary
for the proper and advantageous conduct of its business,  do or cause to be done
all things  necessary to  preserve,  renew and keep in full force and effect its
corporate existence,  rights,  licenses and permits and comply with all laws and
regulations   applicable   to  it  and  conduct  and  operate  its  business  in
substantially the manner in which it is presently conducted and operated.

      5.2  Insurance.  Cause the  Collateral,  to be  adequately  insured at all
times, by financially sound and reputable  insurers,  in an amount not less than
the value thereof.

<PAGE>

      5.3 Obligations,  Taxes and Laws. Pay or cause to be paid all indebtedness
and  obligations  promptly  and  in  accordance  with  their  respective  terms,
including,  without  limitation,  sales, use and personal  property taxes as the
same may be imposed upon the Borrower  from time to time,  and pay and discharge
or  cause  to be paid  and  discharged  promptly  all  taxes,  assessments,  and
governmental  charges or levies  imposed  upon it or in respect of its  property
before the same shall become in default, as well as all lawful claims for labor,
materials,  and supplies or otherwise  which, if unpaid,  might become a lien or
charge  upon such  property  or any part  thereof,  and timely  comply  with all
applicable laws and governmental rules and regulations;  provided, however, that
the  Borrower  shall not be required to pay or  discharge or cause to be paid or
discharged any such tax,  assessment,  charge,  lien or claim,  or timely comply
with the laws and  governmental  rules so long as the validity  thereof shall be
contested by appropriate  legal  proceedings  timely  initiated and conducted in
good  faith,  and (a) in the case of an  unpaid  tax,  assessment,  governmental
charge or levy, lien,  encumbrance,  charge or claim,  such proceedings shall be
effective  to  suspend  the  collection  thereof  from the  Borrower,  and their
properties;  (b) neither such properties nor any part thereof,  nor any interest
therein would be in any danger of being sold, forfeited or lost; (c) in the case
of a law and governmental rule or regulation,  neither the Borrower nor the Bank
would be in any danger of criminal  liability  for failure to comply  therewith;
(d)  there  shall  have  been  established  such  reserve  or other  appropriate
provision,  if any, with respect thereto on the books of the entity involved, as
shall be required by Generally  Accepted  Accounting  Principles with respect to
any such  tax,  assessment,  charge,  lien,  claim,  encumbrance,  law,  rule or
regulation, so contested.

      5.4  Maintenance  of Books  and  Records.  Keep true  books of record  and
account  in  which  full,  true  and  correct  entries  will  be  made of all of
Borrower's  dealings and  transactions  and set up on the books of Borrower such
reserves as may be required by Generally Accepted Accounting Principles.

      5.5  Financial   Statements   and  Reports.   The  Borrower  shall
maintain   systems  of  accounting   established  and   administered  in
accordance   with  Generally   Accepted   Accounting   Principles.   The
Borrower will furnish to the Bank:

           (a)  Within  120 days  after  the end of each  fiscal  year,  audited
balance  sheets and  statements  of income,  retained  earnings for such year by
Ernst & Young,  LLP or other  accounting firm  acceptable to the Bank,  together
with  copies of federal  corporate  tax returns  within  thirty (30) days of the
filing thereof.

           (b) Within 30 days after the end of each  month,  deliver to the Bank
the following financial  statements  certified by a designated corporate officer
or the chief  financial  officer  of the  Borrower  as  accurate  to the best of
his/her  knowledge  upon due inquiry and  investigation:  (i) the Borrowing Base
Certificate in the form attached hereto as Exhibit "A"; (ii) a Loan  Receivables
aging  report by account  customer  (together  with a list of the  Contracts  as
back-up  for the report)  reflecting  the past due status of any  assigned  Loan
Receivable.

           (c) Concurrently with the statements furnished pursuant to paragraphs
(a) and (b) of this Section 5.5, a certificate  of an authorized  officer of the
Borrower  certifying  that to the best of his  knowledge,  no  Event of  Default
hereunder,  nor any event  which with  notice or lapse of time,  or both,  would
constitute  such an Event of Default,  has occurred or, if such Event of Default
or event has occurred, specifying the nature and extent thereof.

           (d) Promptly, from time to time, such other information regarding the
operation, business, affairs and financial condition of the Borrower as the Bank
may reasonably request.

<PAGE>

      5.6 Litigation Notice.  Give the Bank prompt written notice of any action,
suit  or  proceeding  at law  or in  equity  or by or  before  any  governmental
instrumentality or other agency, the outcome of which might adversely affect the
operations or financial condition of the Borrower.

      5.7 Notice of Default.  The  Borrower  shall give the Bank prompt  written
notice of any Event of Default  hereunder,  or any event which, with the passage
of time or the giving of notice or both,  would  become such an Event of Default
hereunder.

      5.8 Access to Premises and  Inspections.  At all  reasonable  times and as
often as the Bank may reasonably  request,  permit or arrange for any authorized
representative  designated by the Bank to visit and inspect the principal office
and  operations of the  Borrower,  any of the other offices or properties of the
Borrower,  including,  without limitation, the Collateral, and its books, and to
make extracts from such books and to discuss the affairs,  finances and accounts
of the Borrower with its chief financial  officer or such other person as may be
designated by the chief executive or chief operating officer of the Borrower.

      5.9  Continued  Assistance.  Promptly,  from  time to time as the Bank may
reasonably   request,   the  Borrower  shall  perform  such  acts  and  execute,
acknowledge,  deliver,  file,  register,  deposit or record any and all  further
instruments,  agreements  and documents  whether to continue,  preserve,  renew,
record  or  perfect  the  Bank's  interests  in the  Collateral,  as well as the
priority thereof.

      5.10 Title to  Collateral.  The Borrower  shall own all of the  Collateral
constituting  the security for the Loan. All such Collateral shall be and remain
free and clear of all mortgages,  pledges, liens, charges and other encumbrances
of any nature  whatsoever,  except as granted  to the Bank  hereby or  otherwise
permitted herein.

      SECTION 6.  NEGATIVE COVENANTS

      From  the  date  hereof  and so long as any of the  Obligations  shall  be
unpaid, the Borrower will not:

      6.1 Negative Pledge. Either directly or indirectly,  incur, create, assume
or permit to exist any liens with respect to any  property  securing the Loan or
be bound by or subject to any assessments and other similar governmental charges
or claims except as provided in Section 5.3 of this Loan Agreement.

      6.2  Organic  Changes.  Either  directly  or  indirectly,   (a)  merge  or
consolidate the Borrower,  with or into any other  corporation;  or (b) sell (in
bulk), lease or otherwise dispose of all or substantially all of the property of
the  Borrower,  unless the  transferee  or the lessee shall be acceptable to the
Bank,  which acceptance must in writing and issued by the Bank prior to any such
sale,  lease or other  disposition,  and such transferee  shall have assumed the
Loan.
      6.3 Additional Indebtedness.  Incur, create, assume or permit to exist any
indebtedness  on any  of  the  Collateral  securing  the  Loan  other  than  the
indebtedness to the Bank without the prior written  consent of the Bank,  except
as may be permitted hereunder.

      6.4 Settlements.  Enter into any transaction that materially and adversely
affects the Collateral  referenced  herein or the Borrower's  abilities to repay
the Loan other than in the normal course of business.

<PAGE>

      6.5 State Taxes.  It is the intent of the parties  hereto that this credit
loan facility meets the requirements of F.S.  ss.201.21 as an exempt transaction
from documentary  stamp tax under F.S.  ss.201.  The Advances are to be utilized
only for refinance of secured  loans with  Collateral  Documentation  pledged by
Borrower on which all excise taxes required to be paid by F.S.  ss.201 have been
fully paid. In the event it is determined that such taxes are payable,  Borrower
shall pay, if  assessed,  any and all  documentary,  intangible  stamp or excise
taxes now or  hereafter  payable in respect of this Loan  Agreement,  the Master
Note or the  loan  documents  or any  modifications  thereof  and  hold the Bank
harmless with respect thereto.  Borrower further agrees that the Bank may deduct
from any  Advance the amount of any such  documentary  or  intangible  stamp tax
deemed payable with respect to such Advance,  the decision of the Bank as to the
amount thereof to be conclusive, absent manifest error. Borrower grants the Bank
the  authority to debit its accounts  maintained  with the Bank for any past due
principal, interest, fees or other liabilities becoming due hereunder.

      SECTION 7.  EVENTS OF DEFAULT

      7.1  Upon  the  occurrence  of  any  of the  following  events  of
default (an "Event of Default") or at any time thereafter;

           (a) If any  Borrowing  Base  Certificate  requested  by the  Bank and
delivered by Borrower indicates that the balance outstanding on the Loan exceeds
the Borrowing  Base of Eligible Loan  Receivables,  and Borrower fails to pledge
additional  Eligible Loan Receivables or to pay down the outstanding  balance to
bring it in  compliance  with the  Borrowing  Base  within  five (5) days  after
written notice from the Bank to Borrower;

           (b) Any  representation or warranty made in this Loan Agreement or in
any report,  certificate,  financial statement or other instrument  furnished in
connection  herewith  at any time shall prove to be false or  misleading  in any
material respect as of the time when made;

           (c) Default in the payment of any monetary  obligation under the Loan
and such default shall continue unremedied for a period of ten (10) days;

           (d) Default  with  respect to any  material  obligation  for borrowed
money  or  otherwise  of the  Borrower  if the  effect  of  such  default  is to
accelerate the maturity of such  indebtedness or to permit the holder or obligee
thereof  (or a trustee  on  behalf of such  holder  or  obligee)  to cause  such
indebtedness  to  become  due prior to its  stated  maturity,  or such  material
indebtedness shall not be paid as and when due and payable (in each case, giving
effect to any applicable grace periods);

           (e)  Default  in the due  observance  or  performance  of any
covenant,  condition or agreement  contained in Sections 5 and 6 of this
Loan Agreement;

           (f) Default in the due  observance  or  performance  of any covenant,
condition or agreement to be observed or performed pursuant to the terms of this
Loan  Agreement  (other than  Sections 5 and 6 hereof),  and such default  shall
continue unremedied for a period of 30 days after notice thereof;

           (g) The Borrower  shall:  (i) make an  assignment  for the benefit of
creditors, file a petition in bankruptcy,  petition or apply to any tribunal for

<PAGE>

the  appointment  of a custodian,  receiver or any trustee or shall commence any
proceeding under any bankruptcy,  reorganization,  arrangement,  readjustment of
debt, dissolution or liquidation law or statute of any jurisdiction, whether now
or hereafter in effect;  or if there shall have been filed any such  petition or
application,  or any such  proceeding  shall have been commenced  against any of
them in which an order for relief is entered or which remains  undismissed for a
period  thirty (30) days or more;  the  Borrower,  by any act or omission  shall
indicate  consent to, approval of or fail to timely object to any such petition,
application  or  proceeding  or order  for  relief or for the  appointment  of a
custodian,  receiver  or any  trustee or shall  suffer  any such  custodianship,
receivership or trusteeship to continue undischarged for a period of thirty (30)
days or more; (ii) generally not pay its debts as such debts become due or admit
in  writing  its  inability  to pay its  debts as they  mature;  or  (iii)  have
concealed,  removed,  or permitted  to be concealed or removed,  any part of its
properties or assets,  with intent to hinder,  delay or defraud its creditors or
any of them, or made or suffered a transfer of any of its property  which may be
fraudulent under any bankruptcy,  fraudulent conveyance or similar law, or shall
have made any  transfer of its property to or for the benefit of a creditor at a
time when other creditors  similarly  situated have not been paid; or shall have
suffered or  permitted,  while  solvent,  any creditor to obtain a lien upon any
Collateral,  through legal  proceedings  or  distraint,  which is not vacated or
"bonded  off"  within  thirty  (30)  days  from  the  date  thereof;  or (iv) be
"insolvent" as such term is defined in the Bankruptcy Code, 11 U.S.C.
ss.101(31).

      7.2 Remedies.  Upon the occurrence of any Event of Default,  the Bank may,
at its option,  declare the indebtedness under the Master Note to be immediately
due and payable. The Bank shall, at that time thereafter, have the remedies of a
secured  party under the  Uniform  Commercial  Code of the State of Florida.  In
addition  thereto,  the Bank may take immediate  possession of the Collateral or
any part  thereof  wherever  the same may be found.  Borrower  agrees to pay all
costs and expenses of the Bank in the collection of the  indebtedness  under the
Master  Note  and  enforcement  of  the  rights  hereunder,  including,  without
limitation,  reasonable attorneys fees. The Bank may sell the Collateral in such
manner and for such price as the Bank deems  appropriate  without any  liability
for any loss due to decrease in the market  value of the  Collateral  during the
period  held.  The Bank shall have the right to purchase  all or any part of the
Collateral  at a  public  or  private  sale.  If any  notification  of  intended
disposition of any of the Collateral is required by law, such notification shall
be deemed  reasonable and properly given if mailed,  postage  prepaid,  at least
five (5) days  before  any  such  disposition  to any  address  of the  Borrower
appearing on the records of the Bank.  The proceeds of any sale shall be applied
in the  following  order:  (1) to pay all costs and  expenses  of every kind for
care,  safekeeping,   collection,  sale,  foreclosure,  delivery,  or  otherwise
respecting the Collateral  (including expenses incurred in the protection of the
Bank's  title to or lien upon or right in any of the  Collateral,  expenses  for
legal services of any kind in connection therewith or in making any such sale or
sales,  insurance,  commission  for sale and  guaranty);  (2) to interest on all
indebtedness  of Borrower to the Bank under the Master  Note;  (3) to  principal
thereof,  whether or not such  indebtedness is due or accrued.  The Bank may, at
its  discretion,  apply any surplus to indebtedness of Borrower to third parties
claiming a secondary security interest in the Collateral.  Any remaining surplus
shall be paid to the Borrower. Application of proceeds as between any particular
indebtedness  shall be in the absolute and sole  discretion  of the Bank. If the
proceeds of any such sale or sales are  insufficient to pay all  indebtedness of
Borrower with interest, Borrower agrees to pay the balance thereof on demand.

      7.3  Default  Rate.  From and after the  occurrence of an Event of
Default, all Loan principal shall accrue interest at the Default Rate.

<PAGE>


      SECTION 8.  NOTICES

      All  notices,  requests,  demands or other  communications  to or from the
parties  hereto shall be deemed to have been duly given and made (a) in the case
of a letter sent other than by mail,  when the letter is  delivered to the party
to whom it is addressed,  (b) in the case of a telegram or telecopied  document,
when the telegram or telecopy is sent, (c) in the case of a letter sent by mail,
three (3) days from the day on which the letter is deposited in a United  States
post office, certified mail, return receipt requested, and addressed as follows:

      If to the Borrower: Litchfield Financial Corporation
                          789 Main Road
                          Stamford, VT 05352

      If to the Bank:     Republic Bank
                          Attn: Commercial Lending Department
                          111 Second Avenue N.E.
                          St. Petersburg, FL 33701

      with a copy to:     Fisher & Sauls, P.A.
                          Attention: Kenneth E. Thornton
                          100 Second Avenue South
                          Suite 701
                          St. Petersburg, Florida  33701

      8.1 Substitution  and Release.  The Bank shall release all Underlying Loan
Documents held as Collateral for any Advance by the Bank upon payment in full of
such  Advance.  The Bank may allow,  by giving  written  notice of acceptance to
Borrower, any Collateral to be withdrawn or released or exchanged,  from time to
time, for other property which may likewise be successively withdrawn, released,
or exchanged,  and the Bank may hold all substituted  properties subject to each
and all terms of this Loan Agreement,  all without  liability on the part of the
Bank.

      SECTION 9.MISCELLANEOUS

         9.1 Costs.  The Borrower hereby agrees to pay to the Bank all costs and
expenses of every kind and  description  incurred by the Bank in connection with
the  enforcement  and  protection  in any legal or equitable  proceeding  of the
rights of the Bank in  connection  with this Loan  Agreement,  and in connection
with any  action or claim  under  this Loan  Agreement,  or in any wise  related
thereto, including, without limitation, the reasonable fees and disbursements of
counsel to the Bank.  In the event of  litigation  arising  out of or related to
this  agreement,  the prevailing  party shall be entitled to reasonable fees and
costs of its counsel.

         9.2 Severability.  The provisions of this Loan Agreement are severable,
and if any provision hereof shall be held by any court of competent jurisdiction
to be unenforceable, such holding shall not affect or impair any other provision
hereof.

         9.3 GOVERNING LAW. THIS LOAN AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE INTERNAL  LAWS OF THE STATE OF FLORIDA  WITHOUT  GIVING
EFFECT TO PRINCIPLES OF CONFLICT OF LAWS.

<PAGE>

         9.4  Interpretation.  To the extent not otherwise  provided for hereby,
the course of dealing by and between the Bank and the Borrower  shall control in
the  determination  and  interpretation  of the  rights of the  parties  hereto.
Further,  to the extent not otherwise provided for hereby nor by or inconsistent
with the course of dealing by and between the parties hereto, the usage of trade
in transactions  substantially  similar to the transactions  contemplated herein
shall  control  in the  determination  and  interpretation  of the rights of the
parties hereto.

         9.5  Headings.  The name of this  Loan  Agreement,  as well as  Section
headings  used herein,  are for  conveniences  of reference  only and are not to
affect the construction of, or be taken into  consideration in interpreting this
Loan Agreement.

         9.6    Terms.   Any  term   used   herein   shall  be   equally
applicable to both the singular and plural forms.

         9.7  JURY  TRIAL.  THE  BORROWER  HEREBY  KNOWINGLY,   VOLUNTARILY  AND
INTENTIONALLY  WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION  ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LOAN AGREEMENT,  OR
THE TRANSACTIONS CONTEMPLATED HEREIN. FURTHER THE BORROWER HEREBY CERTIFIES THAT
NO  REPRESENTATIVE  OR AGENT OF THE BANK NOR THE BANK'S COUNSEL HAS REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT  THE  BANK  WOULD  NOT,  IN THE  EVENT  OF  SUCH
LITIGATION,  SEEK TO  ENFORCE  THIS  WAIVER  OF RIGHT TO JURY  TRIAL  PROVISION.
FINALLY, THE BORROWER  ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO
THIS LOAN AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS SECTION 9.7.



         IN WITNESS WHEREOF,  the parties hereto have caused this Loan Agreement
to be executed and the  respective  seals  affixed  hereto all as of the day and
year first above written.


                                                       "BORROWER"

WITNESSETH:                                    LITCHFIELD FINANCIAL CORPORATION,
                                                  a Massachusetts corporation

       /s/Amy S. Backiel                           By: /s/Heather A.Sica
      -----------------------------               ------------------------
      Signature of Witness                        Heather A. Sica, as its 
       Amy S. Backiel                             Executive Vice President
      -----------------------------
      Print or Type Name of Witness                 (CORPORATE SEAL)
        /s/Judy Koloc
      -----------------------------
      Signature of Witness
      Judy Koloc
      -----------------------------
      Print or Type Name of Witness
      As to Borrower

<PAGE>


                               "BANK"

                               REPUBLIC BANK, a Florida banking corporation

                                             By: /s/James G. Grimaldi
      --------------------                   ------------------------
      Signature of Witness                   James G. Grimaldi,
      ------------------------------         As its Vice President
      (Print or type name of Witness)    
      ------------------------------             (CORPORATE SEAL)
      Signature of Witness
      -------------------------------
      (Print or type name of Witness)
      As to Bank

102799.2STATE OF VERMONT
COUNTY OF  Bennington
           ___________

      The  foregoing  instrument  was  acknowledged  before  me this 19th day of
March,  1997 by HEATHER A. SICA, who is personally known to me or who produced a
New York State Driver's License as  identification,  as Executive Vice President
of LITCHFIELD FINANCIAL CORPORATION, a Massachusetts  corporation,  on behalf of
the corporation, as Borrower.

                                       /s/Jane E.Ruzicka
                                      -----------------------------
                                      Notary Public-State of Vermont
My Commission Expires:                  Jane E.Ruzicka
                                      -----------------------------
                                      (Print or Type Name of Notary)

STATE OF FLORIDA
COUNTY OF PINELLAS

      The  foregoing  instrument  was  acknowledged  before  me this 21st day of
March, 1997, by JAMES G. GRIMALDI, as Vice President of REPUBLIC BANK, a Florida
banking corporation, on behalf of the corporation, who is personally known to me
or who produced a Florida State Driver's License as identification.


                               ---------------------------------
                               Notary Public - State of Florida
My Commission Expires:
                              ---------------------------------
                               (Print or type name of Notary)