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                                                                    EXHIBIT 10.6

                                AMENDMENT NO. 2

     Amendment No. 2 (this "Amendment"), dated and effective as of May 1, 2001,
between Salomon Brothers Realty Corp. (the "Lender"), NC Capital Corporation
(the "Borrower") and New Century Mortgage Corporation (the "Servicer"), of the
Master Loan and Security Agreement (the "Agreement"), dated April 1, 2000, among
the Borrower, the Lender and the Servicer. Capitalized terms used herein but not
defined herein shall have the meanings ascribed thereto in the Agreement.

1. AMENDMENT.

     In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
the Agreement as follows:

     The definition of Maturity Date shall be amended as follows:

     "MATURITY DATE" shall mean May 31, 2001, or such earlier date on which this
Loan Agreement shall terminate in accordance with the provisions hereof or by
operation of law.

2. COUNTERPARTS.

     This Amendment may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.

3. GOVERNING LAW.

     This Amendment shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

4. SEVERABILITY OF PROVISIONS.

     If any one or more of the covenants, agreements, provisions or terms of
this Amendment for any reason whatsoever shall be held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Amendment and shall
in no way affect the validity or enforceability of the other provisions of this
Amendment.

5. SUCCESSORS AND ASSIGNS.

     The provisions of this Amendment shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto.

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                                      -2-

6. ARTICLE AND SECTION HEADINGS.

     The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.


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     IN WITNESS WHEREOF, the Lender, the Borrower and the Servicer have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, this ___ day of May, 2001.



                                       SALOMON BROTHERS REALTY CORP.
                                       as Lender

                                       By:      /s/ GLENN M. McINTYRE
                                             -----------------------------------
                                       Name:        GLENN M. McINTYRE
                                       Title:       Authorized Agent



                                       NC CAPITAL CORPORATION as Borrower

                                       By:      /s/ PATRICK FLANAGAN
                                             -----------------------------------
                                       Name:        PATRICK FLANAGAN
                                       Title:       President



                                       NEW CENTURY MORTGAGE CORPORATION
                                       as Servicer

                                       By:      /s/ PATRICK FLANAGAN
                                             -----------------------------------
                                       Name:        PATRICK FLANAGAN
                                       Title:       Executive Vice President