<PAGE>

                                 April 26, 2000

NC Capital Corporation
18400 Von Karman
Suite 1000
Irvine, CA 92612
Attention:  Patrick Flanagan, President

NC Residual II Corporation
18400 Von Karman
Suite 1000
Irvine, CA 92612
Attention:  Patrick Flanagan, President _______________

Salomon Smith Barney, Inc.
  as Agent for Salomon Brothers International, Ltd.
390 Greenwich Street
New York, NY 10013
Attention:  Matthew R. Bollo, Vice President

      Re:   Global Master Repurchase Agreements dated as of (a) December 11,
            1998 between Salomon Smith Barney, Inc., as Agent for Salomon
            Brothers International, Inc. ("Salomon") and NC Capital Corporation
            ("NCCC"), and (b) December 11, 1998 between Salomon and NC Residual
            II Corporation ("NCRC")

Ladies and Gentlemen:

      We refer to the above-referenced Global Master Repurchase Agreements (the
"Repurchase Agreements"), pursuant to which Salomon has purchased and may from
time to time hereafter purchase from NCCC and NCRC certain residual
mortgage-backed securities (the "Securities"), subject to the obligations of
NCCC and NCRC, respectively, to repurchase the Securities. Terms capitalized and
used herein without being defined will have the meanings given to them in the
Repurchase Agreements. NCCC and NCRC have each granted to U.S. Bank National
Association, as collateral agent for itself and certain other lenders (in such
capacity, the "Collateral Agent"), a security interest in the rights of NCCC and
NCRC under the Repurchase Agreements. Salomon has previously consented to such
security interest.

      The Collateral Agent hereby requests that Salomon agree to the following
with respect to the Repurchase Agreements and the Securities:

            1. Salomon will notify the Collateral Agent (at the address provided
      below) of any default by NCCC or NCRC under the Repurchase Agreements in
      the same manner and at the same time Salomon notifies NCCC or NCRC
      thereunder.

            2. The Collateral Agent will have the same rights as NCCC and NCRC
      to

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______________, 2000
Page 2

      cure any defaults under the Repurchase Agreements, and the right to
      purchase the Securities from Salomon at the Repurchase Price, at any time
      before Salomon exercises its remedies with respect to the Securities under
      the Repurchase Agreements; provided, that the Collateral Agent shall have
      no obligation to cure any default or purchase any Securities. In addition,
      the Collateral Agent will have the right to purchase the Securities from
      Salomon after Salomon exercises remedies with respect to the Securities,
      for a period of 14 calendar days after Salomon notifies the Collateral
      Agent of its exercise of remedies, for the Repurchase Price (including
      interest to the date of purchase by the Collateral Agent). Once Salomon
      has obtained an offer for the Securities (including, without limitation,
      for any securities backed by the Securities), for a period of 3 business
      days after Salomon notifies the Collateral Agent of such offer, the
      Collateral Agent will have a "right-of-first refusal" with respect to such
      Securities at a price equal to the greater of (A) the Repurchase Price
      (plus interest to the date of such purchase), or (B) the amount of the
      offer received for the Securities (including the fair market value, as
      reasonably determined by Salomon, of any interest in the Securities to be
      retained in connection with a sale of securities backed by the
      Securities). Upon any purchase of the Securities by the Collateral Agent
      pursuant to this agreement, as between NCCC or NCRC, on the one hand, and
      the Collateral Agent, on the other hand, such Securities shall be owned by
      NCCC or NCRC, as applicable, subject to the Collateral Agent"s security
      interest therein as set forth in the applicable security agreement between
      NCCC and NCRC, as debtors, and the Collateral Agent, as secured party.

            3. If at any time following the exercise by Salomon of its remedies
      with respect to the Securities there is any amount payable to NCCC or NCRC
      under the Repurchase Agreements, such amounts shall be paid to the
      Collateral Agent by wire transfer of immediately available funds to:

            U.S. Bank National Association
            U.S. Bank Place
            601 Second Avenue South
            Minneapolis, Minnesota 55402-4302
            ABA Routing Number 091000022
            Account Number: 1731-0097-1378

            4. If at any time Salomon receives the Repurchase Price with respect
      to any of the Securities, unless Salomon purchases such Securities again
      on the same day in a new Transaction, Salomon will deliver to the
      Collateral Agent at the address set forth below, such Securities, together
      with any assignment documentation required to transfer record ownership of
      such Securities, duly executed in blank.

            5. Salomon is under no obligation to violate any applicable law
      (including, without limitation, 11 U.S.C. ss. 362) or order of any court
      of competent jurisdiction with

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______________, 2000
Page 3

      respect to the Securities or the proceeds thereof. In the event NCCC, NCRC
      or any other person or entity seeks to recover from Salomon any Securities
      or proceeds delivered to the Collateral Agent pursuant to paragraphs 3 or
      4 hereof, Salomon shall notify the Collateral Agent thereof and permit the
      Collateral Agent to assume the defense thereof. Provided that Salomon has
      complied with the foregoing sentence, the Collateral Agent will reimburse
      Salomon for any amount recovered from Salomon with respect to the
      Securities or the proceeds thereof.

            6. Salomon confirms to the Collateral Agent that it has not received
      notice of any other security interests in or encumbrances on the
      Repurchase Agreements or the Collateral, and agrees to notify the
      Collateral Agent within two (2) Business Days after it receives notice of
      any such security interest or encumbrance.

Except as set forth above, Salomon will have no other obligation to the
Collateral Agent with respect to the Repurchase Agreements or the Securities.
NCCC and NCRC agree that this letter in no way limits Salomon's rights under the
Repurchase Agreements. NCCC and NCRC, by their acknowledgment hereof, hereby
consent to Salomon's compliance with the provisions set forth above.

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______________, 2000
Page 4

      Please indicate your agreement to the foregoing by acknowledging this
letter in the space provided below.

                                       Very truly yours,

                                       U.S. BANK NATIONAL ASSOCIATION


                                       By /s/ Edwin Jenkins
                                          --------------------------------------
                                       Its
                                           -------------------------------------

                                       Address:  U.S. Bank National Association
                                                 U.S. Bank Place  - MPFP0508
                                                 601 Second Avenue South
                                                 Minneapolis, Minnesota 55402
                                                 Attention: Mr. Edwin D. Jenkins
                                                 Facsimile: (612) 973-0826

Acknowledged and Agreed to this _____
day of _______________, 2000


NC CAPITAL CORPORATION

By /s/ Patrick Flanagan
   ---------------------------------
Its President
    --------------------------------


NCRC RESIDUAL II CORPORATION

By /s/ Patrick Flanagan
   ---------------------------------
Its President
    --------------------------------


SALOMON SMITH BARNEY, INC.,
  as Agent for Salomon Brothers International, Ltd.

By /s/ [ILLEGIBLE]
   ---------------------------------
Its
    --------------------------------