<PAGE>

                AMENDED AND RESTATED SERVICING SECURITY AGREEMENT

      AMENDED AND RESTATED SERVICING SECURITY AGREEMENT ("Security Agreement")
dated as of April 30, 2000 between NEW CENTURY MORTGAGE CORPORATION, a
California corporation ("the Company"), U.S. BANK NATIONAL ASSOCIATION, a
national banking association ("USBNA"), as collateral agent (in such capacity,
together with any successor Agent hereunder, the "Agent") for (A) the "Lenders"
(as defined below), (B) U.S. Bancorp Leasing & Financial, successor in interest
to FBS Business Finance Corporation (the "Lessor") as lessor under any present
or future leases of equipment by the Lessor, as lessor, to the Company or New
Century Financial Corporation ("NCFC"), as lessee, or as lender under any
present or future loan by the Lessor, as lender, to the Company or NCFC, as
borrower, secured by equipment, and (C) the "Subordinated Noteholder" (as
defined below).

                                    RECITALS:

      A. The Company, the lenders party thereto (the "Lenders") and the Agent
are party to the Fourth Amended and Restated Credit Agreement dated as of May
26, 1999 (as the same has heretofore been amended and as may hereafter be
amended, modified, extended or restated and in effect from time to time, the
"Credit Agreement").

      B. The Lessor has leased, and may from time to time hereafter lease,
equipment to the Company or NCFC, or make loans to the Company or NCFC secured
by equipment.

      C. USBNA has extended and has agreed to extend subordinated loans to the
Company under a Subordinated Loan Agreement (as the same may hereafter be
amended, modified, extended or restated and in effect from time to time, the
"Subordinated Loan Agreement") and a Second Amended and Restated Subordinated
Promissory Note in the principal amount of $40,000,000 (as the same may
hereafter be amended, modified, extended or restated and in effect from time to
time, the "Subordinated Note"), both of even date herewith.

      D. It is a condition precedent to the agreement of USBNA to loan or
advance additional monies under such Subordinated Loan Agreement and the
Subordinated Note that the Company and the Agent execute and deliver this
Security Agreement to amend and restate the Servicing Security Agreement dated
as of May 29, 1998, as amended, from the Grantors to the Agent (the "Existing
Security Agreement").

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      E. The Company finds it advantageous, desirable and in the Company's best
interest to comply with the requirement that the Existing Security Agreement be
amended and restated pursuant to this Security Agreement.

      Accordingly, the Company and the Agent hereby agree to amend and restate
the Existing Security Agreement as follows:

      Section 1. DEFINITIONS.

            Each capitalized term used herein which is not otherwise defined
herein shall have the meaning ascribed to such term in the Credit Agreement. In
addition, the following terms shall have the following respective meanings:

                  "Account" shall mean all rights of the Company to payment of
            whatever kind or character, whether or not evidenced by an
            instrument or chattel paper, whether or not such right has been
            earned by performance, all guaranties and security therefor and all
            security or other interests in property relating thereto, including,
            without limitation, tax refunds and insurance proceeds.

                  "Acknowledgement Agreement" shall have the meaning given it in
            Section 5(d) hereof.

                  "Cash and Bank Accounts" shall mean any and all cash,
            short-term investments, and any and all balances, credits, deposits,
            accounts, or monies of the Company or in the Company's name in the
            possession or control of, or in transit to, any bank or other
            financial institution.

                  "Collateral" shall have the meaning given it in Section 2
            hereof.

                  "Company Address" shall mean 18400 Von Karman, Suite 1000,
            Irvine, California 92612.

                  "Equipment" shall mean all equipment in all of its forms,
            wherever located, whether existing on the date of this Security
            Agreement or at any time thereafter, owned by the Company or in
            which the Company has an interest (including, but not limited to,
            all machinery, all manufacturing, distribution, selling, data
            processing and office equipment, all computers and computer
            components, terminals, monitors and keyboards, and all furniture,
            fixtures and trade fixtures), all computer assisted design systems,
            management information systems, computer software programs,
            programming systems and other similar intangible assets used or
            useful in the operation of any equipment, and all accessions and
            additions thereto,

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            parts and appurtenances thereof, substitutions therefor and
            replacements thereof.

                  "Foreclosure Advance Receivable" shall mean, on a date of
            determination, a valid, readily enforceable claim of the Company to
            retain amounts received or to be received from an obligor, or out of
            the foreclosure proceeds, under a Mortgage Loan serviced by the
            Company to reimburse the Company for a Foreclosure Advance.

                  "General Intangibles" shall mean any personal property (other
            than goods, Accounts, and money) including choses in action, causes
            of action, contract rights, corporate and other business records,
            inventions, designs, patents, patent applications, service marks,
            trademarks, tradenames, trade secrets, engineering drawings, good
            will, registrations, copyrights, licenses, franchises, customer
            lists, tax refund claims, royalties, licensing and product rights,
            rights to the retrieval from third parties of electronically
            processed and recorded data and all rights to payment resulting from
            an order of any court.

                  "Hedge Contract" shall mean any prepayment cap agreement or
            arrangement purchased by the Company to provide prepayment
            protection with respect to all or any portion of the Servicing
            Rights.

                  "Lease Agreement" shall mean each and any agreement for the
            lease of equipment or for the making of a loan secured by equipment
            now existing or at anytime entered into between the Lessor, as
            lessor or lender, and the Company or NCFC, as lessee or borrower.

                  "Lease Obligations" shall mean all of the obligations now or
            hereafter arising owed by the Company or NCFC to Lessor in
            connection with any lease of equipment or loan secured by equipment.

                  "NCRC" shall mean NC Residual II Corporation, a Delaware
            corporation.

                  "Pool P&I Payment Receivable" shall mean, on a date of
            determination, a valid, readily enforceable claim of the Company to
            retain amounts received or to be received from an obligor under a
            Mortgage Loan serviced by the Company that is currently due from
            such obligor to reimburse the Company for a Pool P&I Payment.


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<PAGE>

                  "Proceeds" shall mean any consideration received from the
            sale, exchange, lease or other disposition of any asset or property
            which constitutes Collateral, any value received as a consequence of
            the possession of any Collateral and any payment received from any
            insurer or other person or entity as a result of the destruction,
            loss, theft, damage or other involuntary conversion of whatever
            nature of any asset or property which constitutes Collateral, and
            shall include all cash and negotiable instruments received or held
            on behalf of the Agent pursuant to this Security Agreement.

                  "Secured Parties" shall mean the Agent, the Lenders, the
            Lessor and the Subordinated Noteholder.

                  "Servicing Contracts" shall mean any and all contracts or
            agreements purchased by the Company or entered into by the Company
            for its own account (and not as nominee or subservicer), whether now
            existing or hereafter purchased or entered into, pursuant to which
            the Company services Mortgage Loans or Mortgage Loan pools for
            others (other than NCCC or NCRC).

                  "Servicing Rights" shall mean any and all rights of the
            Company held for its own account (and not as nominee or
            subservicer), whether pursuant to a Servicing Contract or otherwise,
            to service Mortgage Loans or Mortgage Loan pools for others (other
            than NCCC or NCRC), including, without limitation, (i) all rights to
            collect payments due and enforce the rights of the mortgagee under
            any Mortgage Loans, (ii) all rights to receive compensation and
            termination fees under any Servicing Contract and (iii) all rights
            to receive the proceeds from any sale or other transfer of the
            Company's interest in any Servicing Contract.

                  "Servicing Purchase Agreements" shall mean, collectively, all
            purchase agreements between the Company and any other Person
            pursuant to which the Company has purchased or hereafter purchases
            Servicing Rights, or a mortgage banking company that owns Servicing
            Rights, as any of the same may have been or may be amended,
            supplemented or otherwise modified from time to time in accordance
            with this Security Agreement.

                  "Servicing Purchase Documents" shall mean, collectively, the
            Servicing Purchase Agreements, any related subservicing agreements
            and all other agreements, instruments, certificates and other
            documents executed and delivered pursuant to or in connection
            therewith, as the same may be


                                       4
<PAGE>

            amended, supplemented or otherwise modified from time to time in
            accordance with this Security Agreement.

                  "Servicing Sale Agreements" shall mean, collectively, all sale
            agreements between the Company and any other Person pursuant to
            which the Company has sold or hereafter sells Servicing Contracts or
            Servicing Rights, as the same may have been or may be amended,
            supplemented or otherwise modified from time to time in accordance
            with the Credit Agreement.

                  "Servicing Sale Documents" shall mean, collectively, the
            Servicing Sale Agreements, any related subservicing agreements and
            all other agreements, instruments, certificates or other documents
            executed and delivered pursuant to or in connection with any
            Servicing Sale Agreement, as the same may be amended, supplemented
            or otherwise modified from time to time in accordance with the
            Credit Agreement.

                  "Subordinated Note" shall have the meaning assigned to it in
            Recital C hereto.

                  "Subordinated Note Obligations" shall mean the obligations of
            the Company to pay principal and interest on the Subordinated Note
            and all fees, costs, expenses and indemnities for which the Company
            is liable in connection therewith.

                  "Subordinated Noteholder" shall mean USBNA and any subsequent
            holder of the Subordinated Note.

                  "T&I Payment Receivable" shall mean, on any date of
            determination, a valid, readily enforceable claim against any
            obligor on any Mortgage Loan (other than a Mortgage Loan that is in
            bankruptcy or in the process of foreclosure) and the accounts of
            such obligor for repayment of any T&I Payment made by the Company
            that is currently due from such obligor to reimburse the Company for
            a T&I Payment.

      (c) All other terms used in this Security Agreement which are not
specifically defined herein or the definitions of which are not incorporated
herein by reference shall have the meaning assigned to such terms in the Uniform
Commercial Code in effect in the State of Minnesota as of the date hereof to the
extent such other terms are defined therein.


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      Section 2. SECURITY INTEREST.

            As collateral security for the due and punctual payment of all the
Obligations, the Lease Obligations and the Subordinated Note Obligations, the
Company does hereby pledge, hypothecate, assign, transfer and convey to the
Agent, for the benefit of the Secured Parties, and hereby creates in and grants
to the Agent, for the benefit of the Secured Parties, a continuing security
interest in and to all of its right, title and interest in and to the following,
whether now existing or hereafter arising or at any time acquired (all of the
foregoing being herein referred to as the "Collateral"):

            (a) all Servicing Contracts and Servicing Rights;

            (b) all Accounts, Equipment and General Intangibles;

            (c) all Cash and Bank Accounts;

            (d) all books, correspondence, credit files, records, invoices,
      bills of lading, and other documents, including, without limitation, all
      tapes, cards, computer runs, and other papers and documents in the
      possession or control of the Company or any computer bureau from time to
      time acting for the Company, but specifically excluding books,
      correspondence, credit files, records, invoices, bills of lading, and
      other documents relating to Mortgage Loans pledged to third parties to
      secure Indebtedness permitted by Section 4.08(g) of the Credit Agreement;

            (e) all rights, remedies and other interests of the Company in, to
      and under any and all Servicing Purchase Agreements and other Servicing
      Purchase Documents, and any and all Servicing Sale Agreements and other
      Servicing Sale Documents;

            (f) all sums paid or payable to the Company under or by virtue of
      any Servicing Purchase Agreements and other Servicing Purchase Documents
      or by virtue of any Servicing Sale Agreements and other Servicing Sale
      Documents, whether as compensation for the performance by the Company of
      its obligations thereunder, damages for any breach thereof, amounts
      payable upon cancellation or termination of any Servicing Purchase
      Agreements and other Servicing Purchase Documents, or of any Servicing
      Sale Agreements or other Servicing Sale Documents, or otherwise and any
      claims of the Company therefor;

            (g) any and all Hedge Contracts and any and all rights, remedies and
      other interests of the Company therein or thereunder;


                                       6
<PAGE>

            (h) all sums paid or payable to the Company under or by virtue of
      the Servicing Contracts, Servicing Rights or Acknowledgment Agreements,
      and each of them, whether as compensation for the performance by the
      Company of its obligations thereunder, damages for any breach thereof,
      amounts payable upon cancellation or termination of any or all of the
      Servicing Contracts or Servicing Rights, interest on any such amounts, or
      otherwise, and any claims of the Company therefor;

            (i) all accessions and additions to, parts and appurtenances of,
      substitutions for and replacements and products of any of the foregoing,
      including, without limitation, claims of rights to payments thereunder;

            (j) any and all Foreclosure Advance Receivables, Pool P&I Payment
      Receivables and T&I Payment Receivables;

            (k) all balances, credits and deposits contained in or credited to
      the Collateral Account or any other account held by the Agent which are
      attributable to the proceeds of Foreclosure Advance Receivables, Pool P&I
      Payment Receivables, T&I Payment Receivables or other Collateral described
      herein;

            (l) any other asset of the Company which has been or hereafter at
      any time prior to an Event of Default is delivered to the Agent pursuant
      to this Security Agreement;

            (m) all books, records, files, documents, tapes, programs,
      print-outs and other such materials relating to any Foreclosure Advance
      Receivables, Pool P&I Payment Receivables or T&I Payment Receivables;

            (n) any and all balances, credits, deposits, accounts or moneys of,
      or in the name of, the Company representing or evidencing the foregoing or
      any proceeds thereof; and

            (o) all Proceeds of any of the foregoing.

            The security interests granted pursuant to this Section 2 (the
"Security Interests") are granted as security only, and shall not subject the
Agent or any Secured Party to, or transfer or in any way affect or modify, any
obligation or liability of the Company with respect to any of the Collateral or
any transaction which gave rise thereto. Nothing herein contained shall relieve
the Company from performing any covenant, agreement or obligation on the part of
the Company to be performed or from observing any condition on the part of the
Company to be observed under or in respect of any


                                       7
<PAGE>

Servicing Contract or Servicing Rights or from any liability thereunder or
impose any liability on the Agent or any Secured Party for the acts or omissions
of the Company thereunder or for the performance of the covenants, agreements or
obligations on the part of the Company to be performed or for the observance of
any condition on the part of the Company to be observed until and unless the
Agent shall have elected, as provided in Section 5(a) hereof, to become bound to
perform and observe the covenants, agreements, obligations and conditions to be
performed and observed by the Company under any Servicing Contract or Servicing
Rights specified by the Agent in accordance with Section 5(a) hereof.

      Section 3. REPORTS CONCERNING EXISTING COLLATERAL AND HEREAFTER ACQUIRED
                 COLLATERAL.

            From time to time hereafter as reasonably requested by the Agent,
the Company will promptly give a written report to the Agent describing and
listing each document, instrument or other paper which evidences, secures,
guarantees, insures or pertains to any item of the Collateral whether now or
hereafter owned, acquired or held by the Company. Such written report shall
contain sufficient information to enable the Agent to identify each such
document, instrument or other paper. The Company (a) upon the request of the
Agent, shall promptly provide additional information concerning, or a more
complete description of, each such document, instrument or other paper and (b)
at the request of the Agent, shall promptly deliver the same to the Agent.

      Section 4. REPRESENTATIONS, WARRANTIES AND COVENANTS.

            The Company hereby represents, warrants and agrees as follows:

            (a) Locations. The chief executive office of the Company is located
      at the Company Address. All records with respect to all the Collateral are
      kept at the Company Address. As of the Signing Date, all Collateral is
      kept at the Company Address or one of the other locations listed in
      Attachment 1 hereto.

            (b) Title to Collateral. The Company is, and will at all times be,
      the lawful owner of its interest in and to all the Collateral now owned or
      hereafter acquired by it, which is and at all times shall be free and
      clear of any lien or security interest except security interests in favor
      of the Agent, for the benefit of the Secured Parties. No financing
      statement or other evidence of lien covering any of the Collateral is on
      file in any public office.


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<PAGE>

            (c) Name Change. Without the prior written consent of the Agent, the
      Company will not change its name from that set forth in the first
      paragraph of this Security Agreement nor use any other name.

            (d) Change of Location or Jurisdiction of Organization. The Company
      shall give at least 30 days' prior written notification to the Agent of
      the opening of a new place of business where any of the Collateral or
      records relating thereto are to be located and of any change in the
      location of its chief executive office. The Company will not permit any
      Collateral to be located in any state (and, if any county filing is
      required, in any county) in which a financing statement covering such
      Collateral is required to be, but has not in fact been, filed to perfect
      the Agent's security interest, for the benefit of the Secured Parties, in
      such Collateral. The Company will not take any action that would cause its
      jurisdiction of organization to change without giving at least 30 days'
      prior written notification of such change to the Agent and executing and
      delivering such financing statements covering the Collateral as the Agent
      may request in connection therewith.

            (e) Use of Trade Names or Styles. The Company will not, except after
      giving at least 30 days' prior written notice to the Agent, use any trade
      names or styles in its business in any state other than the use of those
      trade names and styles and in the states listed in Attachment 1 hereto.

            (f) Inspection and Verification of Books, Records and Collateral.
      The books and records with respect to the Collateral will be kept at the
      Company Address. The Agent, or any persons designated by it, shall have
      the right, at reasonable times and, prior to the occurrence of an Event of
      Default, on reasonable prior notice, without hindrance or delay, to
      inspect the books and records of the Company relating to the Collateral.
      The Agent, or any persons designated by it, shall have the right to make
      such verifications concerning the Company's business and the Collateral as
      may be reasonable. The Company will furnish to the Secured Parties such
      other information as the Agent shall reasonably request.

            (g) Marking Collateral and Records. Promptly upon the request of the
      Agent, the Company will mark, or will permit the Agent to mark in a
      reasonable manner, the Company's books, records and accounts showing or
      dealing with the Collateral with a notation clearly setting forth that the
      Collateral has been assigned to the Agent, for the benefit of the Secured
      Parties, which notation shall be in form and substance reasonably
      satisfactory to the Agent.


                                       9
<PAGE>

            (h) Reports and Schedules. The Company will from time to time, as
      the Agent may reasonably request, deliver to the Secured Parties such
      schedules and such certificates and reports respecting all or any of the
      Collateral at the time subject to the security interests, and the items or
      amounts received by the Company in full or partial payment, or otherwise
      as proceeds, of any of the Collateral, all to such extent as the Agent may
      reasonably request. Any such schedule, certificate or report shall be
      executed by a duly authorized officer of the Company and shall be in such
      form and detail as the Agent may reasonably specify. The Company will also
      furnish the Secured Parties such additional information concerning the
      Collateral as the Agent may from time to time reasonably request.

            (i) Maintenance of Security Interest. The Company will do all acts
      and things, and will execute and file or record all instruments (including
      mortgages, pledges, assignments, security agreements, financing
      statements, amendments to financing statements, continuation statements,
      etc.) required, or reasonably requested, by the Agent to establish,
      perfect, maintain and continue the perfection and priority of the security
      interest of the Agent in the Collateral, for the benefit of the Secured
      Parties, including, without limitation, obtaining any necessary agreements
      with any Investor. The Company will also pay the costs and expenses of the
      following: all filings and recordings, including taxes thereon; all
      searches necessary, or reasonably deemed necessary by the Agent, to
      establish and determine the validity, perfection or priority of such
      security interest of the Agent; and all actions necessary to satisfy all
      other liens which in the reasonable opinion of the Agent might prejudice,
      imperil or otherwise affect the Collateral or the existence or priority of
      such security interest. A carbon, photographic or other reproduction of
      this Security Agreement or of a financing statement shall be sufficient as
      a financing statement and may be filed in lieu of the original in any or
      all jurisdictions which accept such reproductions. In addition, the
      Company agrees to execute and deliver to the Agent any power of attorney
      that the Agent may at any time request to enable it to comply with the
      terms of any Acknowledgment Agreement.

            (j) Collections. Until notified in writing by the Agent to the
      contrary, the Company will, at its own expense, take all necessary action
      to collect, as and when due, all amounts due with respect to amounts
      payable under or with respect to the Servicing Contracts and Servicing
      Rights, including the taking of such action with respect to collection as
      the Company may deem advisable. Whenever an Event of Default shall have
      occurred and be continuing, all collections of the Collateral received by
      the Company will be held in trust for the Agent, for the benefit of the
      Secured Parties and will be promptly remitted to the Agent, for the


                                       10
<PAGE>

      benefit of the Secured Parties, in the form received, properly endorsed,
      or as the Agent may otherwise direct in writing.

            (k) Power of Attorney. During the continuance of any Event of
      Default, the Company appoints the Agent the Company's attorney-in-fact,
      with full power of substitution, to perform any act which the Company
      herein has agreed to perform but has failed to do, which appointment is
      coupled with an interest and irrevocable.

            (l) Status of Servicing Contracts and Other Agreements Included in
      the Collateral; Maintenance and Modification Thereof. All Servicing
      Contracts, Servicing Rights and other agreements included in the
      Collateral, in the form delivered to the Agent, are in full force and
      effect without modification or amendment of any kind except the
      modifications and amendments delivered with said Servicing Contracts,
      Servicing Rights and other agreements included in the Collateral, and
      there has been no prepayment of any amount payable thereunder. The Company
      will maintain all Servicing Contracts, Servicing Rights and other
      agreements included in the Collateral in full force and effect, will fully
      and faithfully perform all of the obligations and observe all of the
      conditions to be performed or observed by it thereunder and under the
      applicable Acknowledgment Agreement, if any, and will not, except with the
      prior written consent of the Agent, (i) cancel or terminate any Servicing
      Contracts, Servicing Rights or other agreements included in the Collateral
      on account of the default thereunder by the other party thereto without
      first consulting with the Agent or consent to any other cancellation or
      termination thereof, (ii) amend, modify or otherwise effect a change in
      any Servicing Contracts, Servicing Rights or other agreements included in
      the Collateral, except in the ordinary course of business and in a manner
      not materially deleterious to the Company, (iii) waive any material
      default under or breach of any Servicing Contracts, Servicing Rights or
      other agreements included in the Collateral, (iv) consent to any
      prepayment or discount of amounts payable to it under any Servicing
      Contracts, Servicing Rights or other agreements included in the
      Collateral, or (v) give any consent, waiver or approval under any
      Servicing Contracts, Servicing Rights or other agreements included in the
      Collateral which would have the effect of impairing the value thereof or
      the position of the Agent in respect of amounts payable thereunder.

            (m) New Servicing Rights. Quarterly on the fifth Business Day of
      each January, April, July and October, the Company will deliver to the
      Agent copies of all Servicing Contracts entered into or acquired and a
      list of all new pools of Mortgage Loans serviced pursuant to Servicing
      Rights, during the preceding fiscal quarter.


                                       11
<PAGE>

            (n) Third-Party Claims. The Company will defend the Collateral and
      the security interests of the Agent therein, for the benefit of the
      Secured Parties, against all claims and demands of all Persons, at any
      time claiming any adverse interest with respect thereto.

            (o) Taxes. The Company will promptly pay any and all taxes,
      assessments and governmental charges upon the Collateral prior to the date
      that penalties are attached thereto or the same become a lien on any of
      the Collateral, except to the extent that such taxes, assessments and
      charges shall be contested by the Company in good faith and through
      appropriate proceedings, for which adequate reserves in conformity with
      GAAP have been provided.

            (p) Impairment of Collateral. The Company will immediately notify
      the Agent of any event causing a loss or diminution in the value of all or
      any material part of the Collateral, and the amount (or the Company's best
      estimate of the amount) of such loss or diminution.

            (q) Insurance. The Company will at all times have and maintain
      insurance with respect to the Collateral in accordance with the terms and
      conditions of the Credit Agreement. All such insurance policies covering
      losses to the Collateral shall name the Agent as a loss payee and shall be
      payable to the Agent as its interests may appear. All policies of
      insurance shall provide for a minimum of thirty (30) days' written notice
      to the Agent prior to any cancellation, modification or non-renewal
      thereof. The Company shall furnish the Agent with certificates or other
      evidence reasonably satisfactory to the Agent of compliance with the
      foregoing insurance provisions.

            (r) Disposition of Collateral. The Company will not sell or offer to
      sell or otherwise assign, transfer or dispose of any of the Collateral or
      any interest therein except in the ordinary course of its business, and
      may otherwise deal with its property as and to the extent permitted under
      the Credit Agreement.

            (s) Condition of Collateral. Except for Liens in favor of the Agent,
      for the benefit of the Secured Parties, the Company will keep all of the
      Collateral free from any and all adverse liens, security interests or
      encumbrances and in good order and repair, reasonable wear and tear
      excepted, and will not waste or destroy the Collateral or any part
      thereof. To the Company's knowledge, no material dispute, right of setoff,
      counterclaim or defense exists with respect to all or any part of the
      Collateral (other than applicable rights of redemption).


                                       12
<PAGE>

            (t) Fixtures. If any part or all of the Collateral consisting of
      Equipment will become so related to particular real estate as to become a
      fixture, the Company will promptly advise the Agent as to the real estate
      concerned and the record owner thereof and execute and deliver any and all
      instruments necessary to perfect the security interest therein and to
      assure that such security interest will be prior to the interest therein
      of the owner of such real estate.

            (u) Binding Agreement. The Company has good right, power and lawful
      authority to pledge, assign and deliver the Collateral in the manner
      hereby done or contemplated. This Security Agreement constitutes the
      legal, valid and binding obligation of the Company enforceable against the
      Company and the Collateral in accordance with its terms (subject to
      limitations as to enforceability which might result from bankruptcy,
      reorganization, arrangement, insolvency or other similar laws affecting
      creditors' rights generally).

            (v) Compliance with Applicable Laws. The Company has complied with
      all applicable federal, state and local laws, regulations and rules
      regarding the Collateral.

            (w) Consent. No consent or approval (other than any which may be
      incidental to any filing which may be necessary to perfect the security
      interests in the Collateral) of any governmental body, regulatory
      authority, person, trust, or entity is or will be (i) necessary to the
      validity or enforceability of the rights created hereunder or (ii)
      required prior to the assignment, transfer and delivery of any of the
      Collateral to the Agent hereunder.

      Section 5. REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT.

            (a) If an Event of Default shall have occurred and be continuing,
      the Agent shall have the right to exercise, for the benefit of the Secured
      Parties, any and all rights and remedies available to it under the Uniform
      Commercial Code as in effect in the State of Minnesota and any other
      applicable law to the fullest extent permitted thereby. Without limiting
      the foregoing, upon the occurrence of an Event of Default and during the
      continuance thereof, the Agent or any Secured Parties may exercise any of
      the following rights and remedies: (i) the right, in the name of the
      Company or otherwise, to demand, collect, receive and receipt for,
      compound, compromise, settle and give acquittance for, and prosecute and
      discontinue any suits or proceedings in respect of any or all of the
      Collateral; (ii) the right upon written notice to the Company and any
      other Person entitled to receive such notice under any Servicing Contract
      or Servicing Rights, specifying the effective date of any assumption
      thereof, to assume, become bound by, and


                                       13
<PAGE>

      agree to perform and observe the covenants, agreements, obligations and
      conditions to be performed and observed under any Servicing Contract or
      Servicing Rights specified in such notice and to exercise all of the
      rights, powers and privileges of the Company thereunder; (iii) the right
      to sell and assign to any Person or Persons the right, title and interest
      of the Company in any Servicing Contract or Servicing Rights; (iv) the
      right to require the Company to, and the Company hereby agrees that it
      will at its expense and upon request of the Agent forthwith, assemble all
      or part of the Collateral as directed by the Agent and make it available
      to the Agent at a place to be designated by the Agent that is reasonably
      convenient to both the Agent and the Company; (v) without notice except as
      specified below, the right to sell the Collateral or any part thereof in
      one or more parcels at public or private sale, at any of the Agent's
      offices or elsewhere, for cash, on credit, or for future delivery, and
      without assumption of any credit risk, and upon such other terms as the
      Agent may reasonably believe are commercially reasonable (the Company
      agrees that, to the extent notice of sale shall be required by law, at
      least ten days' prior notice to the Company of the time and place of any
      public sale or the time after which any private sale is to be made shall
      constitute reasonable notification, and the Company further agrees that
      the Agent shall not be obligated to make any sale of Collateral regardless
      of notice of sale having been given, and that the Agent may adjourn any
      public or private sale from time to time by announcement at the time and
      place fixed therefor, and such sale may, without further notice, be made
      at the time and place to which it was so adjourned); (vi) the right to
      occupy any premises owned or leased by the Company where the Collateral or
      any part thereof or any books and records relating thereto is assembled
      for a reasonable period in order to effectuate the Agent's rights and
      remedies hereunder or under law, without obligation to compensate the
      Company for such occupation; (vii) the right to take any action which the
      Agent may reasonably deem necessary or desirable in order to realize on
      the Collateral, including, the power to endorse in the name of the Company
      without recourse to the Company any checks, drafts, notes or other
      instruments or documents received in payment of or on account of the
      Collateral; and (viii) the right to exercise any and all rights and
      remedies of the Company under or in connection with the Collateral.

            (b) In addition to the foregoing, if an Event of Default shall have
      occurred and be continuing, the Company shall, upon the request of the
      Agent, immediately initiate the transfer of its responsibilities and
      rights as servicer under or with respect to any Servicing Contract or
      Servicing Rights to a servicer designated by the Agent, which may be a
      Secured Party or any Affiliate of a Secured Party.


                                       14
<PAGE>

            (c) Unless prohibited by the terms of a particular Servicing
      Contract, the Company agrees that during the exercise by the Agent of any
      of its remedies:

                  (i) Pending any sale or transfer of Servicing Contracts and/or
            Servicing Rights, the Agent may appoint a subservicer (which may be
            a Lender or an Affiliate of a Lender) for the Mortgage Loans that
            are the subject of such Servicing Contracts and/or Servicing Rights
            and the Company shall take all necessary action to implement said
            appointment. Said subservicer shall be entitled to compensation for
            its services as subservicer in accordance with its schedule of fees
            for such services, said fees to be paid from the compensation
            otherwise payable under the Servicing Contracts.

                  (ii) The Agent may, by written notice to the Company, direct
            it to, and thereupon the Company shall, at its own expense, take all
            necessary action to collect, as and when due, all monies, checks,
            notes, drafts and other payments relating to or constituting
            Servicing Contracts, Servicing Rights or proceeds thereof in trust
            for the Agent, for the benefit of the Secured Parties, not commingle
            the same with any other property or funds of the Company and deliver
            or cause to be delivered all such payments in the exact form
            received, together with any necessary endorsements, to the Agent or
            to such other person as the Agent may designate. The portion of the
            Servicing Rights representing compensation or termination fees under
            such Servicing Contracts shall in any event be delivered to the
            Agent immediately upon the Company's receipt thereof.

                  (iii) The Agent may notify, or request the Company to notify,
            in writing or otherwise, each owner of Mortgage Loans that are
            subject to Servicing Contracts and/or Servicing Rights to make
            payments directly to the Agent of any fees or compensation payable
            by said owners thereunder. If, notwithstanding the giving of any
            notice, any such owner shall make payments to the Company, the
            Company shall hold all such payments it receives in trust for the
            Agent, for the benefit of the Secured Parties, without commingling
            the same with other funds or property of the Company or any other
            person, and shall deliver the same to the Agent immediately upon
            receipt by the Company in the identical form received, together with
            any necessary endorsements.

                  (iv) The Agent may, without notice to the Company and at such
            time or times as the Agent in its sole discretion may determine,
            exercise any or all of the Company's rights in, to and under, or in
            any way connected


                                       15
<PAGE>

            with or related to, any or all of the Servicing Contracts and
            Servicing Rights, including (A) demanding and enforcing payment and
            performance of, and exercising any or all of the Company's rights
            and remedies with respect to the collection, enforcement or
            prosecution of, any or all of the Servicing Contracts and Servicing
            Rights, in each case by legal proceedings or otherwise, (B)
            settling, adjusting, compromising, extending, renewing, discharging
            and releasing any or all of, and any legal proceedings brought to
            collect or enforce any or all of, the Servicing Contracts and
            Servicing Rights, (C) preparing, filing and signing the name of the
            Company on (1) any proof of claim or similar document to be filed in
            any bankruptcy or similar proceeding involving any account debtor
            covered by the Servicing Contracts and/or Servicing Rights and (2)
            any notice of lien, assignment or satisfaction of lien, or similar
            document in connection with any Servicing Rights, and (D) using the
            information recorded on or contained in any data processing
            equipment and computer hardware and software relating to the
            Servicing Contracts and Servicing Rights to which the Company has
            access.

                  (v) The Agent may settle or adjust disputes and claims
            directly with any owner of Mortgage Loans which are subject to
            Servicing Contracts and/or Servicing Rights for amounts and on terms
            that the Agent considers advisable and in all such cases only the
            net amounts received by the Agent in payment of such amounts, after
            deduction of out-of-pocket costs and expenses of collection,
            including reasonable attorney's fees, shall be available for
            application as provided in Section 4(e) hereof.

            (d) The Company acknowledges that the Company and the Agent may from
      time to time hereafter enter into agreements ("Acknowledgment Agreements")
      in order to obtain consent to the assignment of any security interest
      granted in the Servicing Contracts and Servicing Rights pursuant to
      Section 2 hereof. The Company further acknowledges that the Acknowledgment
      Agreements may contain certain provisions concerning the enforcement by
      the Agent of its security interest hereunder in the Servicing Contracts
      and Servicing Rights. The Company agrees that the disposition of its
      rights in any Servicing Contract or Servicing Rights pursuant to the terms
      of the applicable Acknowledgment Agreement shall be deemed commercially
      reasonable within the meaning of Section 9-504(3) of the Uniform
      Commercial Code. The Company hereby waives any claims it might otherwise
      have against the Agent or the Secured Parties as a result of the Agent's
      compliance with the terms of any Acknowledgment Agreement.


                                       16
<PAGE>

            (e) Any proceeds of any disposition of any of the Collateral,
      including without limitation the appropriation or application of any and
      all balances, credits, deposits, accounts or moneys received by the Agent,
      shall be applied by the Agent as follows:

            FIRST, ratably to the payment of the costs and expenses of the Agent
            and the Secured Parties in connection with the enforcement of this
            Security Agreement (including, without limitation, any costs or
            expenses related to the sale or other disposition of the Collateral)
            and the reasonable fees and out of pocket expenses of counsel
            employed in connection therewith, to the payment of all costs and
            expenses incurred by the Agent in connection with the administration
            of this Agreement and to the payment of all advances made by the
            Agent and the Secured Parties for the account of the Company
            hereunder, to the extent that such costs, expenses and advances have
            not been reimbursed to the Agent and the Secured Parties, as the
            case may be;

            SECOND, to the payment in full of the principal of and any Balances
            Deficiency Fees, Usage Fees, facility fees and interest on the
            Notes;

            THIRD, to the payment of all other Obligations, as provided in the
            Credit Agreement, as the Agent or the Lenders may determine;

            FOURTH, to the payment in full of the Lease Obligations, as provided
            in the Lease Agreements, or otherwise, in such order as the Lessor
            may determine;

            FIFTH, to the payment in full of the Subordinated Note Obligations
            until all of the Subordinated Note Obligations have been paid in
            full;

            SIXTH, the balance (if any) of such proceeds shall be paid to the
            Company, its successors or assigns, or as a court of competent
            jurisdiction may direct; provided, that if such proceeds are not
            sufficient to satisfy the Obligations, the Lease Obligations and the
            Subordinated Note Obligations in full, the Company shall remain
            liable to the Agent, the Lenders, the Lessor and the holder(s) of
            the Subordinated Note, as applicable, for any deficiency.

The Company hereby agrees to pay all expenses incurred by the Agent or the
Secured Parties in the collection of the Collateral, including the reasonable
attorneys' fees incurred in connection therewith by the Agent or the Secured
Parties.

      Section 6. MISCELLANEOUS.


                                       17
<PAGE>

            (a) Amendments and Modifications. No amendment to this Security
      Agreement, waiver of any provision of this Security Agreement or consent
      to any departure by the Company therefrom shall in any event be effective
      unless the same shall be in writing and signed or consented to in writing
      by the Agent (with the consent of the Required Lenders, the Lessor and the
      Subordinated Noteholder), and any such waiver or consent shall be
      effective only in the specific instance and for the purpose for which
      given.

            (b) Notices. Except as otherwise specifically provided for herein,
      all notices and other communications provided for herein shall be in
      writing (including teletransmission communication) and, unless otherwise
      required herein or by law, shall be teletransmitted, mailed or delivered
      to the intended recipient at the "Address for Notices" specified (i) in
      the case of the Agent or the Lenders, in the Credit Agreement, (ii) in the
      case of the Company, in the Credit Agreement, (iii) in the case of the
      Lessor, by the Lessor to the Company from time to time, and (iv) in the
      case of the Subordinated Noteholder, in the Subordinated Loan Agreement.
      All notices and other communications hereunder shall be effective when
      transmitted by telex or telecopier, delivered or, in the case of a mailed
      notice or notice sent by overnight courier, upon receipt thereof as
      conclusively evidenced by the signed receipt therefor, in each case given
      or addressed as aforesaid.

            (c) Benefit of Agreement. This Security Agreement shall be binding
      upon and inure to the benefit of the Company and the Agent and their
      respective successors and assigns, and shall inure to the benefit of the
      Secured Parties and their respective successors and assigns, except that
      the Company may not assign or transfer any of its rights or obligations
      under this Security Agreement without the prior written consent of the
      Secured Parties.

            (d) Waivers. No failure on the part of the Agent to exercise, and no
      delay in exercising, any remedy, right, power or privilege hereunder shall
      operate as a waiver thereof, nor shall any single or partial exercise of
      any right, remedy, power or privilege hereunder preclude any other or
      further exercise thereof or the exercise of any other right, remedy, power
      or privilege, and no waiver whatsoever shall be valid unless in writing
      signed by the Agent and the Company and then only to the extent
      specifically set forth in such writing.

            (e) Remedies. All remedies, rights, power and privileges, either
      under this Security Agreement, the other Loan Documents, by law or
      otherwise, afforded the Agent or any Secured Party shall be cumulative and
      not be exclusive of any remedies, rights, power and privileges provided by
      law and shall be available until


                                       18
<PAGE>

      the Obligations, the Lease Obligations and the Subordinated Note
      Obligations have been paid in full in lawful money of the United States of
      America. The Agent may exercise all such remedies in any order of
      priority.

            (f) Care of Collateral. The Agent shall be deemed to have exercised
      reasonable care in the custody and preservation of any of the Collateral
      in its possession if it takes such action for that purpose as the Company
      requests in writing, but failure of the Agent to comply with any such
      request shall not of itself be deemed a failure to exercise reasonable
      care, and no failure of the Agent to preserve or protect any rights with
      respect to such Collateral against prior parties, or to do any act with
      respect to the preservation of such Collateral not so requested by the
      Company, shall be deemed a failure to exercise reasonable care in the
      custody or preservation of such Collateral. The Agent shall also be deemed
      to have exercised reasonable care in the custody and preservation of any
      Collateral in its possession if such Collateral is accorded treatment
      substantially equal to that which the Agent accords its own property of
      like kind.

            (g) Termination; Reinstatement. This Security Agreement shall
      terminate when all of the Obligations, the Lease Obligations and the
      Subordinated Note Obligations have been paid in full and the Commitments,
      all Lease Agreements and the Subordinated Loan Agreements have been
      terminated, at which time the Agent shall reassign, release and/or deliver
      to the Company the Collateral and proceeds thereof in which the Agent
      shall have an interest hereunder and upon request of the Company, shall
      execute and deliver termination statements to the Company for filing in
      each office in which a financing statement has been filed by the Agent,
      all without recourse upon or warranty by the Agent or any Secured Party
      and at the cost and expense of the Company; provided, however, this
      Security Agreement shall continue to be effective or be reinstated, as the
      case may be, if at any time any payment of any of the Obligations, the
      Lease Obligations or the Subordinated Note Obligations is rescinded or
      must otherwise be returned by the Agent, any Secured Party or any other
      Person upon the insolvency, bankruptcy, or reorganization of the Company
      or otherwise, all as though such payment had not been made.

            (h) Survival of Representations; Warranties and Covenants. All
      representations, warranties and covenants made by the Company to the Agent
      or any Secured Party in connection with this Security Agreement shall
      survive the execution and delivery of this Security Agreement. All
      statements contained in any certificate or other instrument delivered to
      the Agent or any Secured Party pursuant to this Security Agreement shall
      be deemed representations, warranties and covenants hereunder of the
      Company.


                                       19
<PAGE>

            (i) Form of Reports, Schedules and Assignments. All reports,
      schedules, assignments, certificates and other items delivered to the
      Agent or any Secured Party pursuant to this Security Agreement or any
      other statement, instrument or transaction contemplated hereby or relating
      hereto and all endorsements in connection therewith, shall be executed by
      an authorized representative of the Company and shall be in form and
      substance satisfactory to the Agent.

            (j) Governing Law; Construction; Consent to Jurisdiction; Waiver of
      Trial by Jury.

                  (i) THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
            WITH AND GOVERNED BY THE LAW OF THE STATE OF MINNESOTA, WITHOUT
            GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF BUT GIVING
            EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

                  (ii) Whenever possible, each provision of this Security
            Agreement and any other statement, instrument or transaction
            contemplated hereby or relating hereto shall be interpreted in such
            manner as to be effective and valid under such applicable law, but,
            if any provision of this Security Agreement or any other statement,
            instrument or transaction contemplated hereby or relating hereto
            shall be held to be prohibited or invalid under such applicable law,
            such provision shall be ineffective only to the extent of such
            prohibition or invalidity, without invalidating the remainder of
            such provision or the remaining provisions of this Security
            Agreement or any other statement, instrument or transaction
            contemplated hereby or relating hereto and shall not affect the
            enforceability of such provision in any other jurisdiction. In the
            event of any conflict within, between or among the provisions of
            this Security Agreement or any other statement, instrument or
            transaction contemplated hereby or relating hereto those provisions
            giving the Agent and the Secured Parties the greater right shall
            govern.

                  (iii) THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE
            NON-EXCLUSIVE JURISDICTION AND VENUE OF ANY MINNESOTA STATE OR
            FEDERAL COURT SITTING IN HENNEPIN OR RAMSEY COUNTIES, STATE OF
            MINNESOTA, FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
            TO THIS SECURITY AGREEMENT, AND THE COMPANY HEREBY


                                       20
<PAGE>

            IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
            PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH MINNESOTA STATE COURT
            OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE
            COMPANY HEREBY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS THAT
            SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED
            MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR
            DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6(a) OF THIS
            SECURITY AGREEMENT, AND SERVICE SO MADE SHALL BE DEEMED COMPLETED ON
            THE THIRD BUSINESS DAY AFTER SUCH SERVICE IS DEPOSITED IN THE MAIL.
            NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT, ANY OTHER
            SECURED PARTY OR ANY OTHER INDEMNIFIED PERSON TO SERVE PROCESS IN
            ANY OTHER MANNER PERMITTED BY LAW.

                  (iv) THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
            EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT
            FORUM AND VENUE OBJECTIONS TO THE MAINTENANCE OF ANY SUCH ACTION OR
            PROCEEDING. THE COMPANY AND THE AGENT HEREBY IRREVOCABLY WAIVE ALL
            RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
            (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
            RELATING TO THIS SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
            HEREBY.

            (k) Indemnification and Costs and Expenses. The Company will (a) pay
      all reasonable out-of-pocket expenses, including, without limitation, any
      recording or filing fees, fees of title insurance companies in connection
      with records or filings, costs of mortgage insurance policies and
      endorsements thereof and mortgage registration taxes (or any similar fees
      or taxes), incurred by the Agent or any Secured Party in connection with
      the enforcement and administration of this Security Agreement (whether or
      not the transactions hereby contemplated shall be consummated), or the
      enforcement of the rights of the Agent or any Secured Party in connection
      with this Security Agreement, including, without limitation, the
      reasonable fees and disbursements of counsel for the Agent and each
      Secured Party; (b) pay, and hold the Agent and each Secured Party harmless
      from and against, any and all present and future stamp and other similar
      taxes with respect to the foregoing matters and save the Agent and each
      Secured Party harmless from and against any and all liabilities with
      respect to or resulting from any delay in


                                       21
<PAGE>

      paying or omission to pay such taxes; and (c) pay, and indemnify and hold
      harmless the Agent and each Secured Party from and against, any and all
      liabilities, obligations, losses, damages, penalties, judgments, suits,
      costs, expenses and disbursements of any kind whatsoever (the "Indemnified
      Liabilities") which may be imposed on, incurred by or asserted against
      them in any way relating to or arising out of this Security Agreement or
      any of the transactions contemplated hereby or thereby, WHETHER OR NOT THE
      SAME ARE CAUSED BY THE SIMPLE NEGLIGENCE OF THE AGENT OR ANY SECURED
      PARTY, unless the same are caused by the gross negligence or willful
      misconduct of the Agent or such Secured Party, as the case may be. The
      undertakings of the Company set forth in this Section 6(k) shall survive
      the payment in full of the Obligations, the Lease Obligations, the
      Subordinated Note Obligations, and the termination of this Security
      Agreement, the Credit Agreement, the other Loan Documents, the Lease
      Agreements and the Subordinated Note Agreement.

            (l) Successor Collateral Agent. In the event a successor Agent is
      appointed pursuant to the Credit Agreement, such successor Agent shall
      also succeed to the duties and responsibilities of the Agent hereunder.
      From and after the payment in full of all of the Obligations and the
      termination of the Commitments, the Agent under the Credit Agreement at
      the time of such payment and termination shall remain the Agent hereunder
      until the Lease Obligations and the Subordinated Note Obligations have
      been paid in full and all Lease Agreements and the Subordinated Note
      Agreement have been terminated; provided, however, that if any Person
      other than USBNA is the Agent hereunder at such time, USBNA may direct
      that such Person resign as Agent and appoint USBNA as successor Agent
      hereunder.

            (m) No Commitment by Lessor or Subordinated Noteholder. Nothing in
      this Security Agreement shall be construed as a commitment on the part of
      the Lessor to lease any equipment or make any loan, or on the part of the
      Subordinated Noteholder to extend any loan pursuant to the Subordinated
      Loan Agreement or the Subordinated Note, to or for the account of the
      Company or NCFC.

            (n) Headings. Section headings in this Security Agreement are for
      convenience of reference only, and shall not govern the interpretation of
      any of the provisions of this Security Agreement.

            (o) Execution in Counterparts. This Security Agreement may be
      executed in any number of counterparts, all of which taken together shall
      constitute one and the same instrument and either of the parties hereto
      may execute this Security Agreement by signing any such counterpart.


                                       22
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Security
Agreement to be executed on the date first above written.


                                          NEW CENTURY MORTGAGE CORPORATION

                                          By /s/ Patrick Flanagan
                                             -----------------------------------
                                          Its EVP/COO
                                              ----------------------------------


                                          U.S. BANK NATIONAL ASSOCIATION,
                                            as Agent

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

      [Signature Page to Amended and Restated Servicing Security Agreement]