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                                                                    EXHIBIT 10.2

                                                                  Execution Copy

                                 AMENDMENT NO. 3
           TO AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT

     This AMENDMENT NO. 3 is dated as of June 20, 2002 (this "Amendment"), and
amends the Amended and Restated Master Loan and Security Agreement, dated as of
December 1, 2001, as amended (the "Loan and Security Agreement"), and is between
NC Capital Corporation and Morgan Stanley Dean Witter Mortgage Capital Inc.

                                   WITNESSETH:

     WHEREAS, the parties hereto desire to make a certain amendment to the Loan
and Security Agreement as hereinafter set forth; and

     WHEREAS, pursuant to Section 11.4 of the Loan and Security Agreement, the
parties hereto are permitted to amend the Loan and Security Agreement:

     NOW THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

     SECTION 1. Definitions. Capitalized terms used herein but not defined shall
have the meanings set forth in the Loan and Security Agreement.

     SECTION 2. Amendment. The Loan and Security Agreement is hereby amended as
set forth below:

          (a)   The definition of the term "Custodial Agreement" is hereby
     amended in its entirety as follows:

                "Custodial Agreement" shall mean either the U.S. Bank Custodial
          Agreement or the Deutsche Bank Custodial Agreement, substantially in
          the forms attached hereto as Exhibit B. References to the "Custodial
          Agreement" herein shall mean, the "related Custodial Agreement", "a
          Custodial Agreement," "any Custodial Agreement" or the "Custodial
          Agreements", as the context requires.

          (b)   The definition of the term "Custodian" is hereby amended in its
     entirety as follows:

                "Custodian" shall mean either U.S. Bank Trust National
          Association, as Custodian under the U.S. Bank Trust Custodial
          Agreement or Deutsche Bank National Trust Company, as Custodian under
          the Deutsche Bank Custodial Agreement, and each of their successors
          and permitted assigns thereunder. References to the "Custodian" herein
          shall mean, the "related Custodian", "a Custodian", "any Custodian" or
          the "Custodians", as the context requires.

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          (c)  Section 1.1 is hereby amended to add the following defined term
     after "Delinquent":

               "Deutsche Bank Custodial Agreement" shall mean the Custodial
          Agreement, dated as of June 1, 2002, among the Borrower, the Lender
          and Deutsche Bank National Trust Company, as the same shall be
          modified, supplemented and in effect from time to time.

          (d)  Section 1.1 is hereby amended to add the following defined term
     after "Total Indebtedness":

               "U.S. Bank Custodial Agreement" shall mean the Amended and
          Restated Custodial Agreement, dated as of the date hereof, among the
          Borrower, the Lender and U.S. Bank Trust National Association, as the
          same shall be modified, supplemented and in effect from time to time.

          (e)  Section 2.3(c), (d) and (e) are amended in its entirety as
     follows:

               (c) The Borrower shall release to (i) U.S. Bank Trust National
          Association, as Custodian under the U.S. Bank Custodial Agreement no
          later than 12:00 p.m. New York City time, (2) Business Day prior to
          the requested Funding Date and/or (ii) Deutsche Bank National Trust
          Company, as Custodian under the Deutsche Bank Custodial Agreement, no
          later than 1:30 p.m., New York City time (1) Business Day prior to the
          requested Funding Date (in the case of the first 150 Eligible Mortgage
          Loans delivered in connection with such Funding Date) plus one (1)
          additional Business Day prior to any Funding Date (for each additional
          100 Eligible Mortgage Loans in excess thereof in connection with such
          Funding Date), the Mortgage File pertaining to each Eligible Mortgage
          Loan to be pledged to the Lender and included in the Borrowing Base on
          such requested Funding Date, in accordance with the terms and
          conditions of the related Custodial Agreement.

               (d) Pursuant to the related Custodial Agreement, (i) U.S. Bank
          Trust National Association, as Custodian under the U.S. Bank Custodial
          Agreement, shall deliver to the Lender and the Borrower no later than
          11:00 a.m. New York City time on a Funding Date and (ii) Deutsche Bank
          National Trust Company as Custodian under the Deutsche Bank Custodial
          Agreement, shall deliver to the Lender and the Borrower no later than
          1:00 p.m. New York City time on a Funding Date, a Trust Receipt (as
          defined in the related Custodial Agreement) in respect of all Mortgage
          Loans pledged to the Lender on such Funding Date, and a Mortgage Loan
          Schedule and Exception Report in accordance with the terms of the
          related Custodial Agreement. The Borrower acknowledges that the
          Mortgage Loans listed in the related Exception Report shall not be
          subject to the Lien of this Loan Agreement.

               (e) Subject to Article V Hereof, such borrowing will the be made
          available to the Borrower by the Lender transferring, via wire
          transfer, to the

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          following accounts of the Borrower: (i) with respect to the Mortgage
          Loans held by U.S. Bank Trust National Association, for the A/C of NCM
          Collateral Account, ABA# 091-000-022, Account #1731-0091-1378, Attn:
          Andrew Lloyd and (ii) with respect to the Mortgage Loans held by
          Deutsche Bank National Trust Company, ABA # 021001033, Account
          #01419663, Attn: New Century, in the aggregate amount of such
          borrowing in funds immediately available to the Borrower.

     SECTION 3. Survival. Except as expressly amended hereby, the Loan and
Security Agreement shall continue in full force and effect in accordance with
the provisions thereof and the Loan and Security Agreement is in all respects
hereby ratified, confirmed and preserved. This Amendment and all its provisions
shall be deemed a part of the Loan and Security Agreement in the manner and to
the extent herein provided.

     SECTION 4. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

     SECTION 5. Governing Law. This Amendment shall be governed by New York law
without reference to its choice of law doctrine.

     SECTION 6. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Amendment by signing
any such counterpart.

                                      * * *

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to
be duly executed as of this 20th day of June, 2002.

                                             NC CAPITAL CORPORATION

                                             By:  /s/  Kevin Cloyd
                                                  ------------------------------
                                             Name:
                                             Title:   President


                                             MORGAN STANLEY DEAN WITTER
                                             MORTGAGE CAPITAL INC.

                                             By: /s/ Andrew B. Neuberger
                                                --------------------------------
                                             Name:
                                             Title    Vice President