Exhibit 2.2


                          AGREEMENT AND PLAN OF MERGER

      THIS AGREEMENT AND PLAN OF MERGER (the  "Agreement")  is made and entered
into  as of the 1st day of  April,  1999,  by and  among  LITCHFIELD  FINANCIAL
CORPORATION,  a Massachusetts  corporation  ("Litchfield"),  STAMFORD  BUSINESS
CREDIT  CORPORATION,  a Delaware  corporation and a wholly-owned  subsidiary of
Litchfield ("Stamford"),  and LAND FINANCE CORPORATION.,  a Georgia corporation
("Land").   Stamford   and  Land  are   hereinafter   sometimes   referred   to
individually  as a  "Merging  Corporation"  and  collectively  as the  "Merging
Corporations."

                             W I T N E S S E T H:

      WHEREAS,  the Boards of Directors of  Litchfield  and Land have  approved
the acquisition of Land by Litchfield; and

      WHEREAS,  the Boards of Directors of  Litchfield,  Stamford and Land have
approved  the merger of Land into  Stamford  (the  "Merger"),  pursuant  to the
provisions  set  forth  in this  Agreement  and the  transactions  contemplated
hereby,  in accordance  with the  applicable  provisions of the statutes of the
States of Delaware and Georgia, which permit such Merger; and

      WHEREAS, for federal income tax purposes,  it is intended that the Merger
shall qualify as a reorganization  within the meaning of Sections  368(a)(1)(A)
and  368(a)(2)(D)  of the  Internal  Revenue  Code of  1986,  as  amended  (the
"Code"); and

      WHEREAS,  each of the parties to this  Agreement  desires to make certain
representations,  warranties and  agreements in connection  with the Merger and
also to describe various conditions.

      NOW,  THEREFORE,  for  and in  consideration  of the  mutual  agreements,
promises and covenants  contained  herein,  the Merging  Corporations do hereby
agree,   subject  to  the  approval  and  adoption  of  the  Agreement  by  the
respective  shareholders  of all of the Merging  Corporations,  as  hereinafter
provided.

                                      I.
                             NAMES OF MERGING AND
                            SURVIVING CORPORATIONS

      The names of the  corporations  proposing to merge are Stamford  Business
Credit Corporation,  a Delaware  corporation,  and Land Finance Corporation,  a
Georgia  corporation.  Stamford  shall be the Surviving  Corporation.  Upon the
Effective Date of Merger (as  hereinafter  defined),  the name of the Surviving
Corporation shall be "Stamford Business Credit Corporation."





                                 II.
                        TERMS AND CONDITIONS
                         OF PROPOSED MERGER

      A.   The acts and  things  required  to be done by the  Georgia  Business
Corporation   Code  ("GBCC")  in  order  to  make  the   Agreement   effective,
including,  but not  limited  to,  the  submission  of this  Agreement  for the
consent of the  shareholders  of Stamford and Land to the adoption and approval
of this  Agreement,  the  execution of a Certificate  of Merger,  the filing of
the  Certificate of Merger and the  publication of the notice of such merger in
the  manner  provided  under the  GBCC,  shall be  attended  to and done by the
proper officers of the Merging Corporations.

      B.   This merger of Land into  Stamford  shall be  effective on the later
of  April  1,  1999  or the  filing  of the  Certificate  of  Merger  with  the
Secretary of State of Georgia ("Effective Date of Merger").

      C.   This  Agreement  may be  terminated  by the  mutual  consent  of the
Boards of  Directors of both of the Merging  Corporations  at any time prior to
the issuance of a Certificate of Merger by the Secretary of State of Georgia.

                                III.
                ARTICLES OF INCORPORATION, DIRECTORS
                AND OFFICERS OF SURVIVING CORPORATION

      The Articles of Incorporation of the Surviving  Corporation  shall not be
changed  in  any  manner  as a  result  of  this  merger.  The  By-Laws  of the
Surviving  Corporation  shall not be  changed in any manner as a result of this
merger.  From and  after  the  Effective  Date of  Merger,  the  directors  and
officers of  Stamford  shall be the  directors  and  officers of the  Surviving
Corporation

                                 IV.
                   MANNER AND BASIS OF CONVERSION
                         OF SHARES OF STOCK

      A.   Upon the  Effective  Date of  Merger,  by virtue of the  Merger  and
without  any  action on the part of any  holder of any  capital  stock of Land,
the manner and basis of  converting  the shares of stock of Land into shares of
stock of Stamford shall be as follows:

           (1)  all shares of Common  Stock,  no par value per  share,  of Land
      ("Land  Common   Stock")  owned  by  Litchfield  or  any   subsidiary  of
      Litchfield  or Land shall be  canceled  and shall cease to exist from and
      after the Effective Date of Merger; and





          (2)  the  remaining  16,020  issued and  outstanding  shares of Land
      Common  Stock,  shall be converted  into,  and become  exchangeable  for,
      9,092  shares of  validly  issued,  fully paid and  nonassessable  common
      stock,  without par value, of Litchfield  owned by Stamford  ("Litchfield
      Common Stock").  Each owner of Land Common Stock will receive  Litchfield
      Common  Stock  in  proportion  to his or her  current  ownership  of Land
      Common Stock,  or .5675 shares of Litchfield  Common Stock for each share
      of Land Common  Stock.  The  consideration  referred to in this Section A
      is hereinafter referred to as the "Merger Consideration."

      B.   At the  Effective  Date of  Merger,  by  virtue  of the  Merger  and
without  any  action  on  the  part  of any  holder  of any  capital  stock  of
Stamford,  each issued and outstanding  share of common stock of Stamford shall
continue  unchanged  and remain  outstanding  as a share of common stock of the
Surviving Corporation.

      C.   The  exchange  of  capital  stock  certificates  shall take place as
follows:

           (1)  As  soon as  practical  after  the  Effective  Date of  Merger,
      Litchfield  shall make available to the Exchange  Agent the  certificates
      representing  shares of  Litchfield  Common Stock  required to effect the
      exchange  referred  to in  Section  C(2) of this  Article  IV.  Shares of
      Litchfield  Common  Stock into which shares of Land Common Stock shall be
      converted  in the  Merger  shall be  deemed  to have  been  issued at the
      Effective Date of Merger.

           (2)  As soon as practical  after the Effective Date of Merger,  each
      holder of a certificate  of Land Common Stock,  shall receive in exchange
      therefor,  upon surrender thereof to Lawler & Tanner, P.C. (the "Exchange
      Agent"), a certificate or certificates  representing the number of shares
      of  Litchfield  Common  Stock  into which  such  holder's  shares of Land
      Common  Stock  were  converted  pursuant  to  Section A hereof.  Until so
      surrendered,  each such  outstanding  certificate  of Land  Common  Stock
      shall be deemed for all  corporate  purposes to evidence  the  applicable
      ownership interest of the number of shares of Litchfield Common Stock.

      D.   From and after the  Effective  Date of  Merger,  the stock  transfer
books of Land shall be closed and no transfer  of shares of Land  Common  Stock
shall  thereafter  be made.  If,  after  the  Effective  Date of  Merger,  Land
Certificates   are  presented  to  Litchfield,   they  shall  be  canceled  and
exchanged for the Merger  Consideration  in accordance  with the procedures set
forth in this Article IV.

                                 IV.
                       CONTINUITY OF INTEREST





      A.   The holders of Land Common  Stock  represent  and warrant that they,
individually,  have,  and as of the  Effective  Date of Merger  will  have,  no
present plan,  intention or arrangement to sell,  transfer or otherwise dispose
of a number of shares of  Litchfield  Common Stock to be received in the Merger
that would reduce former Land's  shareholders'  ownership of Litchfield  Common
Stock to a number of shares  having a value,  as of the date of the Merger,  of
less  than  fifty  percent  (50%)  of  the  value  of all  of  the  issued  and
outstanding  capital stock of Land  immediately  prior to the Effective Date of
Merger.

      B.   Each holder of Land Common Stock agrees that prior to the  Effective
Date of Merger,  he or she will not sell,  transfer,  or  otherwise  dispose of
any Land Common  Stock  without  the  consent of all the other  holders of Land
Common Stock.

      C.   Each Land  shareholder  agrees that,  for a period of one year after
the Effective Date of Merger (the "Post-Merger  Continuity Period"),  he or she
will not sell,  transfer or otherwise  dispose of any  Litchfield  Common Stock
without the consent of all the other pre-merger holders of Land.

                                 V.
                   REPRESENTATIONS AND WARRANTIES

      A.   Representations   and   Warranties  of   Litchfield   and  Stamford.
Litchfield and Stamford make the following  warranties and  representations  to
Land, its  successors and assigns,  each of which is true and correct as of the
date of this  Agreement  and on and as of the  Effective  Date of Merger,  with
the  understanding  that all of the  warranties and  representations  contained
herein shall survive the Effective Date of Merger:

           (1)  Litchfield and Stamford are duly  organized,  validly  existing
      and  in  good   standing   under  the  laws  of  the   jurisdictions   of
      incorporation  or  organization;  Litchfield  and Stamford  have the full
      corporate  power,  authority  and legal right to execute and deliver this
      Agreement and all other  documents and instruments  contemplated  hereby,
      to perform their respective  obligations and to comply with the terms and
      conditions  hereunder and  thereunder;  this  Agreement and all documents
      and  instruments   contemplated   hereby  have  been  duly  executed  and
      delivered  and  constitute  the valid,  legal,  binding  and  enforceable
      obligations  of  Litchfield  and  Stamford,  regardless  of whether  such
      enforcement  is sought  in a  proceeding  in  equity  or at law;  and all
      requisite  corporate  action has been taken by Litchfield and Stamford to
      make this Agreement and all other documents and instruments  contemplated
      hereby valid and binding upon  Litchfield and Stamford in accordance with
      their terms;

           (2)  The  consummation of the Merger  contemplated by this Agreement
      will  not  conflict  with or  result  in a  breach  of any of the  terms,
      conditions  or provisions of  Litchfield's  or Stamford's  organizational
      documents or any legal  restriction  or any  agreement or  instrument  to
      which  Litchfield  and Stamford is now a party or by which each is bound,
      or  constitute  a default or result in an  acceleration  under any of the
      foregoing,  or  result in the  violation  of any law,  rule,  regulation,
      order,  judgment or decree to which Litchfield,  Stamford or any of their
      property is subject;





          (3)  No  consent  of  any  other  party  and no  consent,  approval,
      authorization  or order of, or  registration or filing with, or notice to
      any  court  or   governmental   agency  or  body  is  required   for  the
      consummation  of the Merger by  Litchfield  or Stamford,  or if required,
      such approval has been obtained;

           (4)  Both  Litchfield  and Stamford have made all requisite  filings
      with the Securities and Exchange  Commission  ("SEC  Filings");  and such
      filings contain true and accurate  information in all material  respects;
      and

           (5)  Litchfield  and  Stamford   understand  and  agree  that  Land,
      without   independent   investigation,   is   relying   upon  the   above
      representations  and warranties in contemplating  the Merger.  Litchfield
      and  Stamford  further  agree  that  the  foregoing  representations  and
      warranties  shall be  continuing in nature and shall remain in full force
      and effect after the Merger.

      B.   Representations  and  Warranties  of Land.  Land makes the following
warranties and  representations  to Litchfield and Stamford,  their  successors
and  assigns,  each  of  which  is  true  and  correct  as of the  date of this
Agreement  and  on  and  as  of  the  Effective   Date  of  Merger,   with  the
understanding that all of the warranties and  representations  contained herein
shall survive the Effective Date of Merger:

           (1)  Land is duly  organized and validly  existing under the laws of
      the  jurisdiction of  incorporation  or  organization;  Land has the full
      corporate  power,  authority  and legal right to execute and deliver this
      Agreement and all other  documents and instruments  contemplated  hereby,
      to perform its  obligations  and to comply with the terms and  conditions
      hereunder  and   thereunder;   this   Agreement  and  all  documents  and
      instruments  contemplated  hereby have been duly  executed and  delivered
      and constitute the valid, legal,  binding and enforceable  obligations of
      Land,  regardless of whether such  enforcement  is sought in a proceeding
      in equity or at law; and all  requisite  corporate  action has been taken
      by Land to make this  Agreement and all other  documents and  instruments
      contemplated  hereby valid and binding upon Land in accordance with their
      terms;

           (2)  The  consummation of the Merger  contemplated by this Agreement
      will  not  conflict  with or  result  in a  breach  of any of the  terms,
      conditions or provisions of Land's organizational  documents or any legal
      restriction  or any  agreement or instrument to which Land is now a party
      or by  which it is  bound,  or  constitute  a  default  or  result  in an
      acceleration  under any of the  foregoing,  or result in the violation of
      any law,  rule,  regulation,  order,  judgment or decree to which Land or
      any of its property is subject;

           (3)  No  consent  of  any  other  party  and no  consent,  approval,
      authorization  or order of, or  registration or filing with, or notice to
      any  court  or   governmental   agency  or  body  is  required   for  the
      consummation  of the Merger by Land,  or if required,  such  approval has
      been obtained;




           (4)  The authorized  capital stock of Land Finance  consists  solely
      of one hundred  thousand  (100,000)  shares of Land Finance Common Stock,
      of which  twenty-two  thousand  three hundred  fifty-three  and one-third
      (22,353 1/3) shares are  outstanding.  All of the issued and  outstanding
      shares of Land  Finance  Common  Stock are duly  authorized  and  validly
      issued,  and are  fully  paid,  non-assessable  and  free  of  preemptive
      rights; and

           (5)  Land Finance has no subsidiaries.

                                 VI.
                          EFFECT OF MERGER

      Upon the Effective Date of Merger:

      A.   The separate existence of Land shall cease.

      B.   The Surviving Corporation shall possess all the rights,  privileges,
immunities  and  powers  and  shall  be  subject  to  all  of  the  duties  and
liabilities  of a  corporation  organized  under  the  laws  of  the  State  of
Delaware.

      C.   The Surviving Corporation shall possess all the rights,  privileges,
immunities and franchises,  whether of a public or a private nature,  of all of
the Merging Corporations.

      D.   All  property,  real,  personal  and  mixed,  and all  debts  due on
whatever account,  including  subscriptions to shares,  and all other choses in
action,  and all and every other  interest of or  belonging to or due to all of
the Merging  Corporations  shall be taken and deemed to be  transferred  to and
vested in the Surviving Corporation without further act or deed.

      E.   The title to any real  estate,  or any interest  therein,  vested in
any of the  Merging  Corporations,  shall not revert or be in any way  impaired
by reason of the merger.

      F.   The Surviving  Corporation  shall  thenceforth  be  responsible  and
liable  for  all  the  liabilities  and  obligations  of  all  of  the  Merging
Corporations.

      G.   Any claims existing or actions or proceedings  pending by or against
any of the  Merging  Corporations  may be  prosecuted  as if the merger had not
taken place, or the Surviving Corporation may be substituted in its place.

      H.   Neither the rights of  creditors  nor any liens upon the property of
any of the Merging Corporations shall be impaired by the Merger.








                               VII.
                         SERVICE OF PROCESS

      The  Surviving  Corporation  may be served  with  process in the State of
Georgia in any  proceeding of  enforcement  of any  obligation of Land, as well
as for  enforcement  of any  obligation  of the Surviving  Corporation  arising
from the merger.

                                VIII.
                       PLAN OF REORGANIZATION

      The Merging  Corporations hereby adopt a plan of reorganization  pursuant
to the provisions of Sections  368(a)(1)(A)  and  368(a)(2)(D)  of the Internal
Revenue Code of 1986, as amended,  to be  effectuated  in the manner herein set
forth.

                                 IX.
                         GENERAL PROVISIONS

      A.   Land  agrees  that  from  time to  time,  as and when  requested  by
Stamford or by its  successors  or assigns,  it will  execute and  deliver,  or
cause to be executed and delivered,  all such deeds and other instruments,  and
will take or cause to be taken such further or other  action,  as the Surviving
Corporation  may deem  necessary or  desirable,  in order more fully to vest in
and  confirm  to the  Surviving  Corporation  title  to and  possession  of all
property,  rights,  privileges,  powers and franchises of Land and otherwise to
carry out the intent and purposes of this Agreement.

      B.   Any  number of  counterparts  of this  Agreement  may be signed  and
delivered  and each shall be  considered  an original and  together  they shall
constitute one agreement.

      C.   This Agreement  shall be construed and performed in accordance  with
the laws of the State of  Georgia.  The rights and  liabilities  of the parties
shall  bind  and  inure  to the  benefit  of their  respective  successors  and
assigns.

      D.   This Agreement  constitutes  the entire  agreement among the parties
pertaining  to its  subject  matter and  supersedes  all prior  agreements  and
understandings  of the parties in connection  therewith.  This Agreement cannot
be  changed  or  terminated  orally,  nor  shall  any  change,  termination  or
attempted  waiver of any of the  provisions of this Agreement be binding on any
Merging Corporation unless in writing signed by its President.






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      IN WITNESS  WHEREOF,  all of the  Merging  Corporations  have caused this
Agreement  and  Plan of  Merger  to be  executed  on  their  behalf  and  their
respective  corporate  seals affixed and the foregoing  attested,  all by their
dully authorized officers on the day and year first above specified.

                               LITCHFIELD     FINANCIAL     CORPORATION,      a
                               Massachusetts corporation


                               By:/s/ Joseph S. Weingarten
                               Name: Joseph S. Weingarten
                               Title: Executive Vice President



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                               STAMFORD   BUSINESS   CREDIT   CORPORATION,    a
                               Delaware corporation



                               By:/s/ Joseph S. Weingarten
                               Name: Joseph S. Weingarten
                               Title: Executive Vice President


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