Exhibit10.196





AMENDMENT NO. 4 TO INDENTURE OF TRUST (this  "Amendment"),  dated as of June 1,
1999,  by and between  LITCHFIELD  HYPOTHECATION  CORP.  1998-A,  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,  dated as of June 1, 1998 as amended by Amendment No. 1 thereto dated
as of September 1, 1998, Amendment No. 2 thereto dated as of November 1, 1998
and Amendment No. 3 thereto dated as of March 1, 1999 (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 $95,000,000 (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 $10,027,636.73 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 initial aggregate principal amount of $2,121,981.93, which Series
A Notes were authenticated and delivered by the Trustee to the Purchaser;

                   WHEREAS, on the Third Closing Date, the Issuer issued
Series A Notes in an initial aggregate principal amount of $7,792,239.88,
which Series A Notes were authenticated and delivered by the Trustee to the
Purchaser;

           WHEREAS, on the Fourth Closing Date, the Issuer issued two Series A
Notes, one in an initial aggregate principal amount of $941,548.14, which
Series A Notes was authenticated and delivered by the Trustee to the
Purchaser and a second in an aggregate principal amount of $5,000,000.00,
which Series A Note was authenticated and delivered by the Trustee to BSB
Bank & Trust;

           WHEREAS, the Issuer desires to issue additional Series A Notes in
an initial aggregate principal amount of $4,850,190.71 (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
$110,000,000;

           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, MetroWest
Bank and BSB Bank & Trust, 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;


28.   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.

(b)   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 "Fifth Closing Date" as follows:
"Fifth Closing Date" shall mean June 28, 1999."

(l)        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
$110,000,000."

(m)   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 Fifth Closing Date to authenticate and deliver (i)
        to Purchaser the Series A Notes in the initial principal amount of
        $4,850,190.71."

      (g) The  first  recital  and  Section  2.3 of the  Indenture  are  hereby
amended by deleting  the  references  to  "$95,000,000"  contained  therein and
replacing the same with "$110,000,000."

      (h) Clause (b) (i) of Section 2.9 of the  Indenture is hereby  amended to
read as follows:  "June 29,  1998 in the case of the Series A Notes  issued and
authenticated  on the  Closing  Date,  September  13,  1998 in the  case of the
Series A Notes issued and  authenticated  on the Second Closing Date,  November
20,  1998 in the case of the  Series A Notes  issued and  authenticated  on the
Third  Closing  Date,  March 23, 1999 in the case of the Series A Notes  issued
and  authenticated  on the Fourth Closing Date and June 28, 1999 in the case of
the Series A Notes issued and authenticated on the Fifth Closing Date."

29.   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.

30.   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.

31.   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.

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

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

34.   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.

35.   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.

36.   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. 1998-A


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