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                             AMENDMENT NUMBER TWO
                                    to the
                    RESIDUAL FINANCING FACILITY AGREEMENT
                    dated as of the 23rd day of June 1999
                                by and between
                 GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
                                      and
                            NC CAPITAL CORPORATION

        This AMENDMENT NUMBER TWO is made this 28th day of September, 2000,
by and between NC CAPITAL CORPORATION, having an address at 18400 Von Karman,
Suite 1000, Irvine, California 92612 (the "Borrower") and GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat Road, Greenwich,
Connecticut 06830 (the "Lender"), to the Residual Financing Facility
Agreement, dated as of the 23rd day of June 1999, by and between the Borrower
and the Lender, as amended (the "Agreement").

                                   RECITALS

        WHEREAS, the Lender and the Borrower desire to amend the Agreement,
subject to the terms hereof, to extend the term thereof to October 31, 2000;

        NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and of the mutual covenants
herein contained, the parties hereto hereby agree as follows:

        SECTION 1.  AMENDMENT.  Effective as of September 28, 2000, Section 1
of the Agreement is hereby amended by deleting the definition of Termination
Date and replacing it with the following:

                    "TERMINATION DATE" shall mean October 31, 2000 or such
        earlier date on which this Agreement shall terminate in accordance with
        the provisions hereof or by operation of law, as same may be extended
        by Lender in its sole discretion.

        SECTION 2.  DEFINED TERMS.  Any terms capitalized but not otherwise
defined herein shall have the respective meanings set forth in the Agreement.

        SECTION 3.  LIMITED EFFECT.  Except as amended hereby, the Agreement
shall continue in full force and effect in accordance with its terms.
Reference to this Amendment need not be made in the Agreement or any other
instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to, or with
respect to, the Agreement, any reference in any of such items to the
Agreement being sufficient to refer to the Agreement as amended hereby.

        SECTION 4. REPRESENTATIONS.  In order to induce the Lender to execute
and deliver this Amendment, the Borrowers hereby represent to the Lender that
as of the date hereof, after giving effect to this Amendment, the Borrowers
are in full

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compliance with all of the terms and conditions of the Agreement and no
Default or Event of Default has occurred and is continuing under the
Agreement.

        SECTION 5.  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 without regard to conflict of laws doctrine applied
in such state.

        SECTION 6.  COUNTERPARTS.  This amendment may be executed in any
number of counterparts, each of which shall constitute an original and all of
which, taken together, shall constitute one instrument.

                                       2
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        IN WITNESS WHEREOF, the Borrower and the Lender have caused this
amendment to be executed and delivered by their duly authorized officers as
of the day and year first above written.

                                      NC CAPITAL CORPORATION
                                      (Borrower)


                                      By:  /s/ Patrick Flanagan
                                         ------------------------------------
                                      Name:  Patrick Flanagan
                                           ----------------------------------
                                      Title:  President
                                           ----------------------------------


                                      GREENWICH CAPITAL FINANCIAL PRODUCTS,
                                      INC.
                                      (Lender)


                                      By:  /s/ Anthony Palmisano
                                         ------------------------------------
                                      Name:  Anthony Palmisano
                                           ----------------------------------
                                      Title:  Vice President
                                           ----------------------------------

ACKNOWLEDGED AND AGREED BY:

NEW CENTURY MORTGAGE CORPORATION

By:  /s/ Patrick Flanagan
   ------------------------------------
Name:  Patrick Flanagan
     ----------------------------------
Title:  EVP/COC
     ----------------------------------


NEW CENTURY FINANCIAL CORPORATION

By:  /s/ Patrick Flanagan
   ------------------------------------
Name:  Patrick Flanagan
     ----------------------------------
Title:   EVP
     ----------------------------------