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Exhibit 10.13.3

                               AMENDMENT NO. 3 TO
                            AMENDED AND RESTATED LOAN
                        PURCHASE AND SERVICING AGREEMENT


         THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN PURCHASE AND
SERVICING AGREEMENT, dated as of December 13, 2000 (this "Amendment"), is
entered into by and among FNBNE FUNDING CORP., as the Seller, FIRST
INTERNATIONAL BANK (f/k/a First National Bank of New England), certain
INVESTORS, VARIABLE FUNDING CAPITAL CORPORATION ("VFCC"), as a Purchaser, FIRST
UNION SECURITIES, INC. (successor-in-interest to First Union Capital Markets
Corp.), as the Deal Agent, FIRST UNION NATIONAL BANK, as the Liquidity Agent,
and HSBC BANK USA, as the Collateral Custodian and Backup Servicer. Capitalized
terms used but not otherwise defined herein shall have the meanings given to
such terms in the Agreement (as defined below).

         WHEREAS, the parties hereto entered into a Loan Purchase and Servicing
Agreement, dated as of December 23, 1998, that was amended and restated by the
Amended and Restated Loan Purchase and Servicing Agreement, dated as of
September 24, 1999, as amended by Amendment No. 1, dated as of November 23, 1999
and Amendment No. 2, dated as of May 15, 2000 (the "Agreement");

         WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as provided herein;

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

         SECTION 1. AMENDMENTS.

         (a) Section 1.1 is hereby amended by adding the following definitions
thereto:

                  "FDIC: Federal Deposit Insurance Corporation or any successor
                  thereto.

                  FDIC Action: The entering into with, or issuance by, the FDIC
                  of a memorandum of understanding or any similar or more severe
                  enforcement action that has a Material Adverse Effect with
                  respect to the Originator or any Affiliate thereof; provided,
                  that, the determination of whether a memorandum of
                  understanding or any more severe enforcement action has a
                  Material Adverse Effect, or whether an enforcement action is
                  more severe than a memorandum of understanding, shall be made
                  by the Deal Agent (in its reasonable discretion).

                  Material Adverse Effect: With respect to any memorandum of
                  understanding with the FDIC or any similar or more severe
                  enforcement action taken by the FDIC, means a material adverse
                  effect on (a) the ability of the Originator or any Affiliate
                  to conduct its business in the manner that it conducted
                  business before

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                  the date of such memorandum of understanding or enforcement
                  action, (b) the capitalization of the Originator, provided,
                  that, no memorandum of understanding or enforcement action
                  will be deemed to have a material adverse effect on the
                  Originator's capitalization if and for so long as the
                  Originator remains in compliance with any operational and/or
                  capitalization agreement or plan prepared in connection with
                  such memorandum of understanding or other enforcement action,
                  (c) the validity, enforceability or collectibility of the
                  Agreement or any other Transaction Document, or the validity
                  enforceability or collectibility of the Assets generally or
                  any material portion of the Assets, (d) the rights and
                  remedies of the Deal Agent and the Secured Parties, (e) the
                  ability of the Seller, the Servicer, the Backup Servicer, or
                  the Collateral Custodian to perform its respective obligations
                  under the Agreement or any Transaction Document, or (f) the
                  status, existence, perfection, priority or enforceability of
                  the Secured Parties' interest in the Assets.".

         (b) The definition of "Commitment Termination Date" set forth in
Section 1.1 of the Agreement is hereby amended and restated in its entirety as
follows:

                  "Commitment Termination Date: November 23, 2003, or such later
                  date to which the Commitment Termination Date may be extended
                  (if extended) in the sole discretion of VFCC and each Investor
                  in accordance with the terms of Section 2.1(b).".

         (c) The definition of "Eligible Loan" in Section 1.1 is hereby amended
as follows:

                  (1) Subsection (xx) is hereby amended and restated in its
         entirety as follows:

                           "(xx) the Loan has an Eligible Risk Rating and was
                           approved according to the Originator's Credit and
                           Collection Policies;";

                  (2) Subsection (xxiii) is hereby amended by deleting the word
         "and" at the end thereof;

                  (3) Subsection (xxiv) is hereby amended by deleting the period
         at the end thereof and substituting in its place the following:

                           " ; and"; and

                  (4) The following subsection (xxv) shall be added at the end
         thereof:

                           "(xxv) if a Loan is an AIG 2 Loan, it became part of
                           the Asset Pool prior to December 13, 2000.".

                  (d) The definition of "Eligible Obligor" in Section 1.1 is
         hereby amended as follows:


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                           (1) Subsection (viii) is hereby amended by deleting
                  the period at the end thereof and substituting in its place
                  the following:

                                    " ; and"; and

                           (2) Subsection (ix) is hereby amended and restated in
                  its entirety as follows:

                                    "(ix) the Obligor has an Eligible Risk
                                    Rating and was approved according to the
                                    Originator's Credit and Collection
                                    Policies.".

         (e) The definition of "Eligible Risk Rating" in Section 1.1 is hereby
amended and restated in its entirety as follows:

                  "Eligible Risk Rating: As of any date of determination, with
                  respect to a designated Loan or Obligor, a risk rating of
                  "4.0" or better as determined or should have been determined
                  by the Servicer in accordance with the Credit and Collection
                  Policies or as designated by the Originator.".

         (f) Article I is hereby amended by adding the following Section 1.4
thereto:

                  "SECTION 1.4 INTERPRETATION.

                  In each Transaction Document, unless a contrary intention
appears:

                           (i) the singular number includes the plural number
                  and vice versa;

                           (ii) reference to any Person includes such Person's
                  successors and assigns but, if applicable, only if such
                  successors and assigns are permitted by the Transaction
                  Documents;

                           (iii) reference to any gender includes each other
                  gender;

                           (iv) reference to day or days without further
                  qualification means calendar days;

                           (v) reference to any time means Charlotte, North
                  Carolina time;

                           (vi) reference to any agreement (including any
                  Transaction Document), document or instrument means such
                  agreement, document or instrument as amended, supplemented or
                  modified and in effect from time to time in accordance with
                  the terms thereof and, if applicable, the terms of the other
                  Transaction Documents, and reference to any promissory note
                  includes any promissory note that is an extension or renewal
                  thereof or a substitute or replacement therefor;

                           (vii) reference to any Requirements of Law means such
                  Requirements of Law as amended, modified, codified, replaced
                  or reenacted, in whole or in part,

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                  and in effect from time to time, including rules and
                  regulations promulgated thereunder and reference to any
                  section or other provision of any Requirements of Law means
                  that provision of such Requirements of Law from time to time
                  in effect and constituting the substantive amendment,
                  modification, codification, replacement or reenactment of such
                  section or other provision; and

                           (viii) use of the convention "MM" in this Agreement
                  (including any Exhibit or Schedule) or any Transaction
                  Document in connection with a dollar amount denotes a dollar
                  amount in million dollar increments; for example, $35MM means
                  $35,000,000.00.".

         (g) Section 2.1 is hereby amended by adding the following subsection
(d) thereto:

                  "(d) Notwithstanding the foregoing Sections 2.1(b) and (c),
                  upon the occurrence of any FDIC Action and (x) the failure of
                  the Originator to be in compliance with the requirements of
                  such FDIC Action on the date that is 120 days after the
                  effective date of the FDIC Action (a "clause (x) failure") or
                  (y) as to any portion of the FDIC Action that requires
                  compliance after the end of such 120 days, the failure of the
                  Originator to be in compliance with the requirements of such
                  FDIC Action at or within 60 days after such compliance is
                  required by such FDIC Action (a "clause (y) failure"), the
                  Commitment Termination Date shall be the date that is the
                  earlier of (i) (a) with respect to a clause (x) failure, the
                  date that is 120 days after the FDIC Action, or (b) with
                  respect to a clause (y) failure, the date that is 60 days
                  after the date of the clause (y) failure, and (ii) the then
                  Commitment Termination Date, unless the Deal Agent and 100% of
                  the Investors, upon appropriate due diligence and credit
                  approvals agree that the then Commitment Termination Date
                  should not be accelerated.".

         (h) Section 5.2 is hereby amended by adding the following subsection
(v) thereto:

                  "(v) No New AIG 2 Loans. The Seller will not purchase from the
                  Originator nor will the Seller sell and assign Asset Interests
                  to the Purchaser in any AIG 2 Loan after December 13, 2000.".

         (i) Article VI is hereby amended by adding the following Section 6.31
thereto:

                  "SECTION 6.31 COVENANTS OF ORIGINATOR AND PURCHASER.

                  Each of the Originator and the Purchaser hereby covenants that
                  it will provide copies to the Deal Agent of all written
                  communications with the Federal Deposit Insurance Corporation
                  regarding any enforcement actions (including any FDIC Action)
                  within five days of such action; provided, that the Originator
                  and the Purchaser will not provide copies to the Deal Agent of
                  any written communication with the FDIC which the Originator
                  or Purchaser, as applicable, is not permitted to deliver to
                  the Deal Agent under applicable laws or regulations.".

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         (j) Schedule II is hereby amended as follows:

                  (1) The concentration and mix requirement "Loan Size" is
         hereby amended and restated in its entirety as follows:

                           "Loan Size: No single Loan may exceed the greater of
                           $2.375MM or 2.5% of the outstanding Capital;
                           provided, however, if the Aggregate Outstanding Loan
                           Balance is less than $20MM then no single Loan may
                           exceed 2.5% of the outstanding Capital.";

                  (2) The concentration and mix requirement "Obligor
         Concentration" is hereby amended and restated in its entirety as
         follows:

                           "Obligor Concentration: The Outstanding Loan Balance
                           of Loans to any single Eligible Obligor shall not
                           exceed the greater of $4.75MM or 5% of the
                           outstanding Capital; provided, however, if the
                           Aggregate Outstanding Loan Balance is less than
                           $20MM, then the Outstanding Loan Balance of Loans to
                           any single Eligible Obligor shall not account for
                           more than 5% of the outstanding Capital.";

                  (3) The concentration and mix requirement "Top Five" is hereby
         amended and restated in its entirety as follows:

                           "Top Five: The Outstanding Loan Balance of the top
                           five (5) Loans shall not exceed the greater of $9.5MM
                           or 10% of the outstanding Capital; provided, however,
                           if the Aggregate Outstanding Loan Balance is less
                           than $20MM, then the Outstanding Loan Balance of the
                           top five (5) Loans shall not account for more than
                           10% of the outstanding Capital.";

                  (4) The following concentration and mix requirement is added
         thereto:

                           "Loans Risk Rated 4.0: The Outstanding Loan Balance
                           of all Commercial Loans risk rated 4.0 shall not
                           account for more than 10% of the outstanding
                           Commercial Loans, such risk rating to be measured on
                           the initial Purchase Date."; and

                  (5) The concentration and mix requirement "Credit Line Ratio
         Minimum" is hereby deleted in its entirety.

         SECTION 2. AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED. Except as
specifically amended hereby, the Agreement shall remain in full force and
effect. All references to the Agreement shall be deemed to mean the Agreement as
modified hereby. This Amendment shall not constitute a novation of the
Agreement, but shall constitute an amendment thereof. The parties hereto agree
to be bound by the terms and conditions of the Agreement, as amended by this
Amendment, as though such terms and conditions were set forth herein.

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         SECTION 3. REPRESENTATIONS. Each of the Seller and Servicer represent
and warrant as of the date of this Amendment as follows:

                  (i) it is duly incorporated or organized, validly existing and
         in good standing under the laws of its jurisdiction of incorporation or
         organization;

                  (ii) the execution, delivery and performance by it of this
         Amendment are within its powers, have been duly authorized, and do not
         contravene (A) its charter, by-laws, or other organizational documents,
         or (B) any Requirements of Law applicable to it;

                  (iii) no consent, license, permit, approval or authorization
         of, or registration, filing or declaration with any governmental
         authority, is required in connection with the execution, delivery,
         performance, validity or enforceability of this Amendment by or against
         it;

                  (iv) this Amendment has been duly executed and delivered by
         it;

                  (v) this Amendment constitutes its legal, valid and binding
         obligation enforceable against it in accordance with its terms, except
         as enforceability may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or similar laws affecting the enforcement of
         creditors' rights generally or by general principles of equity;

                  (vi) it is not in default under the Agreement; and

                  (vii) there is no Early Amortization Event, Servicer
         Termination Event or event that, with the giving of notice or the lapse
         of time, or both, would become an Early Amortization Event or Servicer
         Termination Event.

                  (viii) the Seller certifies by execution hereof that this
         Amendment will not jeopardize its status as a qualifying special
         purpose entity under FASB 125 Statement, as amended and interpreted.

         SECTION 4. CONDITION PRECEDENT. The effectiveness of this Amendment is
subject to the due execution of this Amendment by each of the parties hereto.

         SECTION 5. MISCELLANEOUS.

         (a) This Amendment may be executed in any number of counterparts
(including by facsimile), and by the different parties hereto on the same or
separate counterparts, each of which shall be deemed to be an original
instrument but all of which together shall constitute one and the same
agreement.

         (b) The descriptive headings of the various sections of this Amendment
are inserted for convenience of reference only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof.

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         (c) This Amendment may not be amended or otherwise modified except as
provided in the Agreement.

         (d) First Union certifies by execution hereof that it is an Investor
with Commitments in excess of 66-2/3% of the Purchase Limit, and therefore is a
Required Investor pursuant to the Agreement.

         (e) The Seller certifies by execution hereof that this Amendment will
not jeopardize its status as a qualifying special purpose entity under FASB 125
Statement, as amended and interpreted.

         (f) The failure or unenforceability of any provision hereof shall not
affect the other provisions of this Amendment.

         (g) Whenever the context and construction so require, all words used in
the singular number herein shall be deemed to have been used in the plural, and
vice versa, and the masculine gender shall include the feminine and neuter and
the neuter shall include the masculine and feminine.

         (h) This Amendment represents the final agreement between the parties
and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements between the parties. There are no unwritten oral agreements
between the parties.

         (i) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
PROVISIONS.

                  [Remainder of Page Intentionally Left Blank]


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         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

THE SELLER:                    FNBNE FUNDING CORP.



                               By:     /s/ Ted Horan
                               Name:   Ted Horan
                               Title:  Vice President


THE SERVICER:                  FIRST INTERNATIONAL BANK
                               (f/k/a First National Bank of New England)



                               By:     /s/ Ted Horan
                               Name:   Ted Horan
                               Title:  Senior Vice President


THE REQUIRED INVESTORS:        FIRST UNION NATIONAL BANK



                               By:     /s/ Bill A. Shirley
                               Name:   Bill A. Shirley
                               Title:  Senior Vice President

                               Commitment:  $95,000,000

                               First Union National Bank
                               One First Union Center, TW-9
                               Charlotte, North Carolina  28288
                               Attention:  Capital Markets Credit Administration
                               Facsimile:  (704) 374-3254
                               Telephone:  (704) 374-4001


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VFCC:                          VARIABLE FUNDING CAPITAL CORPORATION

                               By First Union Securities, Inc.
                               (successor-in-interest to
                               First Union Capital Markets Corp.)


                               By:     /s/ Darrell R. Baber
                                       ------------------------------------
                               Name:   Darrell R. Baber
                                       ------------------------------------
                               Title:  Director
                                       ------------------------------------

                               First Union Securities, Inc.
                               One First Union Center, TW-9
                               Charlotte, North Carolina  28288
                               Attention:  Conduit Administration
                               Facsimile:  (704) 383-6036
                               Telephone:  (704) 383-9343

                               Lord Securities Corp.
                               2 Wall Street, 19th Floor
                               New York, New York  10005
                               Attention: Vice President
                               Facsimile:  (212) 346-9012
                               Confirmation No.: (212) 346-9008


THE DEAL AGENT:                FIRST UNION SECURITIES, INC.
                               (successor-in-interest First Union
                               Capital Markets Corp.)


                               By:     /s/ Michael L. Clippinger
                                       ------------------------------------
                               Name:   Michael L. Clippinger
                                       ------------------------------------
                               Title:  Vice President
                                       ------------------------------------

                               First Union Securities, Inc.
                               One First Union Center, TW-9
                               Charlotte, North Carolina  28288
                               Attention:  Conduit Administration
                               Facsimile:  (704) 383-6036
                               Telephone:  (704) 383-9343

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THE HEDGE COUNTERPARTY:        FIRST UNION NATIONAL BANK



                               By:     /s/ Bill A. Shirley
                                       ------------------------------------
                               Name:   Bill A. Shirley
                                       ------------------------------------
                               Title:  Senior Vice President
                                       ------------------------------------

                               First Union National Bank
                               One First Union Center, TW-9
                               Charlotte, North Carolina  28288
                               Attention:  Capital Markets Credit Administration
                               Facsimile:  (704) 374-3254
                               Telephone:  (704) 374-4001



THE LIQUIDITY AGENT:           FIRST UNION NATIONAL BANK



                               By:     /s/ Bill A. Shirley
                                       ------------------------------------
                               Name:   Bill A. Shirley
                                       ------------------------------------
                               Title:  Senior Vice President
                                       ------------------------------------

                               First Union National Bank
                               One First Union Center, TW-9
                               Charlotte, North Carolina  28288
                               Attention:  Capital Markets Credit Administration
                               Facsimile:  (704) 374-3254
                               Telephone:  (704) 374-4001

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THE COLLATERAL CUSTODIAN:      HSBC BANK USA


                               By:     /s/ Susan Barstock
                                       ------------------------------------
                               Name:   Susan Barstock
                                       ------------------------------------
                               Title:  Assistant Vice President
                                       ------------------------------------

                               HSBC Bank USA
                               140 Broadway
                               Corporate Trust Department, 12th Floor
                               New York, New York  10005
                               Attention:  Susan Barstock
                               Facsimile:  (212) 658-6425

THE BACKUP SERVICER:           HSBC BANK USA


                               By:     /s/ Susan Barstock
                                       ------------------------------------
                               Name:   Susan Barstock
                                       ------------------------------------
                               Title:  Assistant Vice President
                                       ------------------------------------


                               HSBC Bank USA
                               140 Broadway
                               Corporate Trust Department, 12th Floor
                               New York, New York  10005
                               Attention:  Susan Barstock
                               Facsimile:  (212) 658-6425

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