Exhibit 10.195



      AMENDMENT NO. 3 TO INDENTURE OF TRUST (this "Amendment"), dated as of
March 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 and Amendment No. 2 thereto dated as of November 1
1998 (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 $55,000,000 (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, the Issuer desires to issue additional Series A Notes in
an initial aggregate principal amount of $5,941,548.14 (the "Additional
Series A Notes"), to authorize the Trustee to authenticate and deliver
$5,000,000 original principal amount of the Additional Series A Notes to the
BSB Bank & Trust and $941,548.14 original principal amount of the Additional
Series A Notes to Litchfield Financial Corporation ("Litchfield") and to
increase the aggregate principal amount of Notes that may be issued pursuant
to the Indenture to $95,000,000;


           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 loans specified on Schedule A
hereto (the "Additional Loans") and the Loan Collateral and related assets
(but excluding Unassigned Rights) relating to the Additional Loans to the
Trustee as additional assets comprising the Trust Estate;

           WHEREAS, the Purchaser and Litchfield, 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;

19.   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.

(d)   The Indenture is further amended to provide that each and every
        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 "Fourth Closing Date" as follows:
"Fourth Closing Date" shall mean March 23, 1999."

(i)   Clause (iii) of the definition of "List of Loans" in Appendix A as
        incorporated by reference into the Indenture is hereby amended by the
        addition of the following at the end thereof: "(or, with respect to
        Loans contributed to the Trust Estate after the Closing Date, the
        first day of the month in which such Loans are contributed to the
        Trust Estate).".

(j)   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
$95,000,000."

(k)   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 Fourth Closing Date to authenticate and deliver (i)
        to BSB Bank & Trust Series A Notes in the initial principal amount of
        $5,000,000 and (ii) to Litchfield Series A Notes in the initial
        principal amount of $941,548.14.

      (g) The  first  recital  and  Section  2.3 of the  Indenture  are  hereby
amended by deleting  the  references  to  "$55,000,000"  contained  therein and
replacing the same with "$95,000,000."

      (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,  and  March  23,  1999 in the case of the  Series A Notes
issued and authenticated on the Fourth Closing Date ."

20.   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.

21.   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.

22.   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.

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

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

25.   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.

26.   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.

27.   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