NOTE PURCHASE AGREEMENT
June 28, 1999
LITCHFIELD HYPOTHECATION CORP., a Delaware corporation, and its successors and assigns (the
"Issuer"), and LITCHFIELD FINANCIAL CORPORATION, a Massachusetts corporation (the "Seller"),
hereby agree with BANKBOSTON, N.A. (the "Purchaser"), as follows:
1. The Notes. The Issuer has authorized the execution and delivery to The Chase Manhattan Bank, as trustee
(the "Trustee"), of an Indenture of Trust, dated as of June 1, 1998, as amended (the "Indenture"), providing for
the issuance and sale by the Issuer of its Hypothecation Loan Collateralized Notes, in one or more series,
secured by the Trust Estate granted to the Trustee by the Issuer pursuant to the Indenture, which includes, among
other assets, a pool of certain hypothecation Loans owned by the Issuer and serviced by Litchfield Financial
Corporation, a Massachusetts corporation (in such capacity, the "Servicer"). Unless otherwise specifically
defined herein, all capitalized terms shall have the meanings ascribed to them in the Indenture.
2. Purchase and Sale. In reliance upon the representations and warranties contained herein and subject to the
terms and conditions set forth herein, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to
purchase from the Seller, (i) $4,850,190.71 principal amount of Hypothecation Loan Collateralized Notes,
Series A and (ii) $7,349,809.29 principal amount of Hypothecation Loan Collateralized Notes, Series C (the
foregoing notes are referred to herein collectively as the "Notes") at an aggregate price (the "Purchase Price")
equal to the aggregate outstanding principal amount of the Notes on the Closing Date (as hereinafter defined).
The Purchase Price shall be payable to or upon the instructions of the Seller on the Closing Date by wire transfer
in immediately available Federal funds.
3. The Closing; Delivery of the Notes. The closing of the purchase and sale of the Notes pursuant hereto (the
"Closing") shall be held on June 28, 199