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                                                                    EXHIBIT 10.1

                                                      DATED AS OF APRIL 30, 2001


YOUR COUNTERPARTY IN ANY TRANSACTION ENTERED PURSUANT TO THIS MASTER AGREEMENT
IS SALOMON BROTHERS INTERNATIONAL LIMITED. SALOMON BROTHERS INTERNATIONAL
LIMITED IS NOT REGISTERED AS A BROKER-DEALER UNDER THE SECURITIES EXCHANGE ACT
OF 1934.

                              AMENDED AND RESTATED
           ANNEX 1, SUPPLEMENTAL TERMS OR CONDITIONS TO GLOBAL MASTER
        REPURCHASE AGREEMENT, DATED AS OF MARCH 29, 2001, AMONG SALOMON
         SMITH BARNEY INC. AS AGENT FOR SALOMON BROTHERS INTERNATIONAL
                    LIMITED, NC RESIDUAL II CORPORATION AND
                        NEW CENTURY MORTGAGE CORPORATION

                                    RECITALS

     A.   Buyer, Seller and Guarantor entered into that certain Global Master
          Repurchase Agreement, dated as of March 29, 2001, as supplemented by
          that certain Annex 1, Additional Supplemental Terms or Conditions to
          Global Master Repurchase Agreement, dated as of March 29, 2001 (the
          "Original Agreement").

     B.   These are Amended and Restated Additional Supplemental Terms or
          Conditions (the "Additional Supplemental Terms") to Global Master
          Repurchase Agreement, dated as of March 29, 2001, among Buyer, Seller
          and Guarantor (the "Repurchase Agreement"), and the parties hereto
          desire to amend and restate the Original Agreement and modify the
          terms and conditions of the Repurchase Agreement and the terms under
          which the parties hereto may, from time to time, enter into
          Transactions (the Repurchase Agreement, together with the Annexes
          thereto and these Additional Supplement Terms and the exhibits and
          schedules hereto, the "Agreement"). The provisions of these Additional
          Supplemental Terms shall supersede the terms in the Repurchase
          Agreement to the extent they are in conflict. The Agreement shall be
          read, taken and construed as one and the same instrument. Capitalized
          terms used in these Additional Supplemental Terms and not otherwise
          defined herein shall have the meanings set forth in the Repurchase
          Agreement.

1.   The following elections shall apply:

     (a)  Paragraph 1(d). Salomon Smith Barney Inc. shall act as agent for
          Salomon Brothers International Limited.

     (b)  Paragraph 2 (d). The Base Currency shall be: US Dollars.

     (c)  Paragraph 2 (1). Salomon Brothers International Limited's Designated
          Offices shall be: Victoria Plaza, 111 Buckingham Palace Road, London,
          SW1W OSB.

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          NC Residual II Corporation's Designated Offices shall be: 18400 Von
          Karman, Suite 1000, Irvine, California 92612

     (d)  Paragraph 6(j) terms shall apply and, for purposes of paragraph 6(j),
          all of the events specified in paragraph 10(a) shall apply.

     (e)  Paragraph 10(a)(ii) terms shall apply.


     (f)  Paragraph 14. For purposes of paragraph 14 of this Agreement --


          (i)  Address for notices and other communications for the Buyer

               Address: 390 Greenwich Street, 4th Floor, New York,
                        New York 10013
               Attention: Mortgage Finance
               Telephone: (212) 723-6375
               Facsimile: (212) 723-8604
               Telex:
               Answerback:
               Other: matthew.r.bollo@ssmb.com

          (ii) Address for notices and other communications for the Seller --

               Address: 18400 Von Karman, Suite 1000, Irvine, California 92612
               Attention: Patrick Flanagan
               Telephone: (949) 225-7843
               Facsimile: (949) 440-7033
               Telex:
               Answerback:
               Other: pflanaga@ncen.com

     (g)  All other elections shall be made by the Parties prior to a particular
          Transaction or pursuant to a separate agreement.

2.   The following Supplemental Terms and Conditions shall apply:

     (a)  Paragraph 4 is hereby deleted in its entirety.

     (b)  With effect from the date of execution of the Agreement, paragraphs 8
          (Substitution) and 10 (Events of Default) of the Agreement shall apply
          to all repurchase transactions and buy/sell back transactions into
          which the Parties have entered before that date and which are
          outstanding at that date in substitution for any corresponding
          provisions in any previous master agreement between the Parties
          governing such transactions.

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     (c)  ADDITIONAL DEFINITIONS.

          (i)       Notwithstanding the definition in Paragraph 1(a) of the
                    Agreement, "Securities" shall mean certain non-investment
                    grade rated and unrated securities acceptable to the Buyer
                    in its sole discretion and generated from the securitization
                    of mortgage loans underwritten by Buyer.

          (ii)      Notwithstanding the definition set forth in Paragraph 2(oo)
                    of the Agreement, "REPURCHASE DATE" shall mean the calendar
                    day of each month (or the next succeeding business day
                    thereto) as determined by the Buyer and the Seller on or
                    prior to the initial purchase date.

          (iii)     Notwithstanding the definition set forth in Paragraph 2(w)
                    of the Agreement, "INCOME" shall mean, with respect to any
                    Purchased Security, any principal thereof and all interest,
                    dividends or other distributions thereon.

          (iv)      "ADJUSTED LEVERAGE RATIO" shall mean on any date of
                    determination, the ratio of (a) Total Liabilities to (b)
                    Adjusted Tangible Net Worth.

          (v)       "ADJUSTED TANGIBLE NET WORTH": on any date of determination,
                    the Tangible Net Worth of NCFC minus 25% of the amount by
                    which the book value of Junior Securitization Interests
                    included in calculating Tangible Net Worth exceeds
                    Indebtedness of the type described in paragraph 2(s) of this
                    Annex.

          (vi)      "AFFILIATE" shall mean with respect to any Person, any other
                    Person directly or indirectly controlling, controlled by, or
                    under common control with, such Person, whether through the
                    ownership of voting securities, by contract or otherwise.

          (vii)     "BORROWING BASE" shall have the meaning assigned to it in
                    the Underlying Credit Agreement.


          (viii)    "BUYER" shall mean Salomon Smith Barney as agent for Salomon
                    Brothers International Limited.

          (ix)      "DAILY LEVERAGE RATIO" shall mean as of any date of
                    determination, the ratio of (a) Total Liabilities of NCFC
                    and its Subsidiaries on such date to (b) Tangible Net Worth
                    of NCFC and its Subsidiaries as of the last day of the most
                    recently completed month.

          (x)       "GAAP" shall mean generally accepted accounting principles
                    in the United States set forth in the opinions and


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                    pronouncements of the Accounting Principles Board of the
                    American Institute of Certified Public Accountants and
                    statements and pronouncements of the Financial Accounting
                    Standards Board or in such other statements by such other
                    entity as may be approved by a significant segment of
                    the accounting profession, which are applicable to the
                    circumstances as of the date of determination.

          (xi)      "GREENWICH" shall mean Greenwich Capital Financial Products,
                    Inc.

          (xii)     "GUARANTEE" shall have the meaning assigned to it in the
                    Underlying Credit Agreement.

          (xiii)    "GUARANTOR" shall mean New Century Mortgage Corporation.
                    (xiv) "Guarantor Securitization Transaction" shall mean an
                    issuance of Mortgage-backed Securities by either Seller or
                    Guarantor, or by SBRC, Paine Webber, or Greenwich or an
                    Affiliate of any of them on behalf of either Borrower,
                    through a trust or other entity created by either Seller or
                    Guarantor, SBRC, Paine Webber or Greenwich, which
                    Mortgage-backed Securities are either secured (in whole or
                    in part) by Mortgage Loans originated or acquired by Seller
                    or Guarantor or evidence the entire beneficial ownership
                    interest therein, and in connection with which one or more
                    Junior Securitization Interests are issued to Seller or
                    Guarantor or an Affiliate of Seller or Guarantor.

          (xv)      "GUARANTY" shall mean that certain guaranty, dated March 29,
                    2001, between Guarantor and Salomon Smith Barney Inc. as
                    agent for Salomon Brothers International Limited.

          (xvi)     "INDEBTEDNESS" shall mean with respect to any Person at any
                    time, without duplication, all obligations of such Person
                    which, in accordance with GAAP, consistently applied, should
                    be classified as liabilities on an unconsolidated balance
                    sheet of such Person, but in any event shall include: (a)
                    all obligations of such Person for borrowed money, (b) all
                    obligations of such Person evidenced by bonds, debentures,
                    notes or other similar instruments, (c) all obligations of
                    such Person upon which interest charges are customarily paid
                    or accrued, (d) all obligations of such Person under
                    conditional sale or other title retention agreements
                    relating to property purchased by such Person, (e) all
                    obligations of such Person issued or assumed as the deferred
                    purchase price of property or services, but excluding
                    accrued expenses and trade payables incurred and paid in the
                    ordinary course of business, (f) all obligations of others
                    secured by any Lien on property owned or acquired by such
                    Person, whether or not the obligations secured thereby have
                    been assumed, (g) all capitalized lease obligations of such
                    Person, (h) all obligations of such Person in respect of
                    interest rate protection agreements, (i) all obligations of
                    any partnership or joint venture as to which such Person is
                    or may


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                    become personally liable, and (j) all Guarantees by such
                    Person of Indebtedness of others.

          (xvii)    "INITIAL PURCHASE DATE" shall mean the date of the Initial
                    Purchase.

          (xviii)   "INITIAL PURCHASE PRICE" shall mean the price paid in
                    connection with the one time initial purchase of the
                    securities.

          (xix)     "JUNIOR SECURITIZATION INTERESTS" shall mean a
                    Mortgage-backed Security created in a Guarantor
                    Securitization Transaction that represents a subordinated
                    right to receive principal or interest payments on the
                    underlying Mortgage Loans (whether or not such subordination
                    arises only under particular circumstances).

          (xx)      "LENDER AGENT" shall have the meaning assigned to it in
                    paragraph (s) of this Annex.

          (xxi)     "LENDERS" shall have the meaning assigned to it in paragraph
                    2(s) of this Annex.

          (xxii)    "LEVERAGE RATIO" shall mean on any date of determination,
                    the ratio of (a) Total  Liabilities to (b) Tangible Net
                    Worth.

          (xxiii)   "LIEN" shall mean any security interest, mortgage, pledge,
                    lien, charge, encumbrance, title retention agreement or
                    analogous instrument, in, of, or on any of the assets or
                    properties, now owned or hereafter acquired, of any Person,
                    whether arising by agreement or operation of law.

          (xxiv)    "MORTGAGE" shall have the meaning assigned to it in the
                    Underlying Credit Agreement.

          (xxv)     "MORTGAGED-BACKED SECURITY" shall mean a security
                    (including, without limitation, a participation certificate)
                    that is an interest in a pool of Mortgage Loans or is
                    secured by such an interest.

          (xxvi)    "MORTGAGE LOAN" shall have the meaning assigned to it in the
                    Underlying Credit Agreement.

          (xxvii)   "MORTGAGE NOTE" shall have the meaning assigned to it in the
                    Underlying Credit Agreement.

          (xxviii)  "NCFC" shall mean New Century Financial Corporation, a
                    Delaware corporation.


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          (xxix)    "OBLIGATIONS" shall have the meaning assigned to it in the
                    Underlying Credit Agreement.

          (xxx)     "PAINE WEBBER" shall mean Paine Webber Real Estate
                    Securities Inc.

          (xxxi)    "PARTIES" shall mean Buyer and Seller.

          (xxxii)   "PERSON" shall mean any natural person, corporation,
                    partnership, joint venture, firm, association, limited
                    liability company, trust, unincorporated organization,
                    government or governmental agency or political subdivision
                    or any other entity, whether acting in an individual,
                    fiduciary or other capacity.

          (xxxiii)  "PRICING MARGIN", unless otherwise set forth in the related
                    Confirmation, shall equal 1.65% per annum for all Purchased
                    Securities.

          (xxxiv)   Unless otherwise set forth in the related Confirmation,
                    "PRICING RATE" shall mean one month LIBOR, plus the
                    applicable Pricing Margin; provided that upon the occurrence
                    of an Event of Default, the Pricing Rate shall equal the
                    Pricing Rate as set forth herein (or in the related
                    Confirmation) plus 2.00% per annum.

          (xxxv)    "QUARTERLY AVERAGE LEVERAGE RATIO" shall mean for each
                    three-month period ending on March 31, June 30, September 30
                    or December 31 of any year during the term of this
                    Agreement, the ratio of (a) the average daily amount of
                    Total Liabilities of NCFC and it Subsidiaries outstanding
                    during such three-month period to (b) the average of the
                    Tangible Net Worth of NCFC and its Subsidiaries at the end
                    of each month during such three-month period.

          (xxxvi)   "REO SUB" shall mean New Century REO Corp., a California
                    corporation.

          (xxxvii)  "REQUIRED LENDERS" shall have the meaning assigned to it in
                    the Underlying Credit Agreement.

          (xxxviii) "SALOMON REO AGREEMENT" shall mean a Master Loan and
                    Security Agreement dated as of April 1, 2000 by and among
                    the Guarantor, NC Capital Corporation and SBRC, as the same
                    may be amended, supplemented, restated or otherwise modified
                    in accordance with this Agreement and in effect from time to
                    time.

          (xxxix)   "SBRC" shall mean Salomon Brothers Realty Corp., a New York
                    corporation.

          (xl)      "SELLER" shall mean NC Residual II.

          (xli)     "SERVICER" shall mean Ocwen Federal Bank FSB or its
                    successors or assigns.


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          (xlii)    "SIGNING DATE" shall have the meaning assigned to it in the
                    Underlying Credit Agreement.

          (xliii)   "SUBORDINATED DEBT" shall mean any indebtedness of the
                    Seller, now existing or hereafter created, incurred or
                    arising, which is subordinated in right of payment to the
                    payment of the Obligations in a manner and to an extent that
                    the Required Lenders have approved in writing prior to the
                    creation of such Indebtedness.

          (xliv)    "TANGIBLE NET WORTH" shall mean, as of any date of
                    determination, the consolidated Net Worth of the Guarantor
                    or NCFC, as applicable, and its respective Subsidiaries,
                    less the consolidated book value of all assets of the
                    Guarantor or NCFC, as applicable, and its respective
                    Subsidiaries (to the extent reflected as an asset in the
                    balance sheet of the Guarantor or NCFC, as applicable, or
                    any such Subsidiary at such date) which are treated as
                    intangibles under GAAP, including, without limitation, such
                    items as deferred financing expenses, net leasehold
                    improvements, good will, trademarks, trade names, service
                    marks, copyrights, patents, licenses and unamortized debt
                    discount and expense; provided, that Junior Securitization
                    Interests shall not be treated as intangibles for purposes
                    of this definition.

          (xlv)     "TOTAL LIABILITIES" shall mean at any time of determination,
                    the amount, on a consolidated basis, of the liabilities of
                    the Guarantor or NCFC, as applicable, and its respective
                    Subsidiaries, determined in accordance with GAAP, minus
                    subordinated debt.

          (xlvi)    "UNDERLYING CREDIT AGREEMENT" shall have the meaning
                    assigned to it in paragraph 2(s) of this Annex.

     (d)  EVENTS OF DEFAULT. The term "EVENT OF DEFAULT" shall, in addition to
          the definition set forth in the Agreement, include the following
          events:

          (i)  Seller shall default under, or fail to perform as requested
               under, or shall otherwise breach the material terms of any
               instrument, agreement or contract relating to indebtedness
               (including repurchase agreements), and such default, failure or
               breach shall entitle any counterparty to declare such
               indebtedness to be due and payable prior to the maturity thereof
               and the aggregate amount of such potentially accelerated
               indebtedness shall equal at least $5,000,000 or such lesser
               amount included in the cross acceleration provisions of any other
               material instrument, agreement or contract relating to
               indebtedness (including repurchase agreements);

          (ii) Seller or Guarantor shall default under, or fail to perform as
               requested under, or shall otherwise breach the material terms of
               any instrument, agreement or contract


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               relating to indebtedness (including repurchase agreements)
               between Seller or its affiliates, on the one hand, and Buyer or
               its affiliates on the other;

          (iii) in the good faith judgment of Buyer any material adverse change
               shall have occurred with respect to Seller, Guarantor or Seller
               and Seller's subsidiaries taken as a whole; or

          (iv) the Tangible Net Worth of Guarantor is less than $40,000,000.

     (e)  REMEDIES/SET-OFF. After the occurrence and during the continuation of
          an Event of Default, in addition to its rights pursuant to the
          Agreement, Buyer shall have the right to proceed against any of
          Seller's or the Guarantor's assets which may be in the possession of
          Buyer, any of Buyer's Affiliates or its designee, including the right
          to liquidate such assets and to set-off the proceeds against monies
          owed by Seller or Guarantor to Buyer pursuant to the Agreement. Buyer
          may set off cash, the proceeds of the liquidation of the Purchased
          Securities, any other collateral or its proceeds and all other sums or
          obligations owed by Buyer to Seller under the Agreement against all of
          Seller's or Guarantor's obligations to Buyer, whether under the
          Agreement, under a Transaction, or under any other agreement between
          the parties, or otherwise, whether or not such obligations are then
          due, without prejudice to Buyer's right to recover any deficiency.

     (f)  EXPENSES. Seller agrees to pay on demand (i) all out-of-pocket costs
          and expenses of Buyer in connection with the preparation, negotiation,
          execution, delivery, modification and amendment of this Agreement
          (including, without limitation, the fees and expenses of counsel for
          Buyer with respect thereto), (ii) Buyer's actual and reasonable due
          diligence expenses (not to exceed $10,000 per quarter), (iii) Buyer's
          custodial fees and expense, and (iv) all costs and expenses of Buyer
          in connection with the enforcement of this Agreement, whether in any
          action, suit or litigation, any bankruptcy, insolvency or other
          similar proceeding affecting creditors' rights generally (including,
          without limitation, the fees and expenses of counsel for Buyer)
          whether or not the transactions contemplated hereby are consummated.

     (g)  COMMITMENT FEE. The Seller agrees to pay to the Buyer, a commitment
          fee equal to 2% of the Initial Purchase Price (the "COMMITMENT FEE").
          The Commitment Fee shall be earned and owing on the Initial Purchase
          Date and shall be payable in three equal installments due on (i) the
          Initial Purchase Date, (ii) the 30 day anniversary of the initial
          Payment Date (or the next succeeding business day thereto if such date
          is not a business day), and (iii) the 60 day anniversary of the
          initial Payment Date (or the next succeeding business day thereto if
          such date is not a business day). The Commitment Fee shall be paid in
          dollars, in immediately available funds, in accordance with the
          Buyer's instructions. At the option of the Buyer, any installment due
          may be netted out of any Purchase Price to be paid to the Seller.


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     (h)  INTENT/SECURITY INTEREST. Seller and Buyer intend that the
          Transactions hereunder be sales to Buyer of the Purchased Securities
          and not loans from Buyer to Seller secured by the Purchased
          Securities. However, in order to preserve Buyer's rights under the
          Agreement in the event that a court or other forum recharacterizes the
          Transactions hereunder as other than sales, and as security for
          Seller's performance of all of its obligations hereunder, Seller
          hereby grants Buyer a fully perfected first priority security interest
          in the Purchased Securities, the records, and all related property,
          insurance, Income, accounts (including any interest of Seller in
          escrow accounts) and any other contract rights, payments, rights to
          payment (including payments of interest or finance charges) general
          intangibles and other assets relating to the Purchased Securities
          (including, without limitation, any other accounts) or any interest in
          the Purchased Securities and any proceeds and distributions with
          respect to any of the foregoing and any other property, rights, titles
          or interests as are specified on a Transaction Notice.

     (i)  COVENANTS. In addition to all other obligations of the Seller and
          Guarantor pursuant to the Agreement, the Seller and Guarantor hereby
          covenants with the Buyer as follows:

          (i)  The Seller and Guarantor will cause the Servicer to provide
               monthly performance reporting to the Buyer, in form acceptable to
               the Buyer.

          (ii) Seller will provide monthly compliance certificates to the Buyer
               substantially in the form currently provided to U.S. Bank
               National Association under the Underlying Credit Agreement.

         (iii) If an Event of Default has occurred and is occurring, the Seller
               and Guarantor shall not pay any dividends or distributions with
               respect to any capital stock or other equity interests in Seller,
               whether now or hereafter outstanding, or make any other
               distribution in respect thereof, either directly or indirectly,
               whether in cash or property or in obligations of Seller.

          (iv) Without the prior written consent of the Buyer, there shall not
               occur any change of executive management of the Seller or the
               Guarantor.

          (v)  FINANCIAL COVENANTS

               (A)  TANGIBLE NET WORTH. Guarantor will at all times during each
                    fiscal year maintain Tangible Net Worth of not less than (a)
                    the greater of (i) $85,000,000 or (ii) eighty-five percent
                    (85%) of the Tangible Net Worth at the end of its most
                    recently completed fiscal year (or, in the case of the
                    Tangible Net Worth at the end of any fiscal year, its prior
                    fiscal year) plus (b) ninety percent (90%) of capital
                    contributions made during such fiscal year plus (c) fifty
                    percent (50%) of positive year-to-date net income. NCFC will
                    at all times during each fiscal year maintain Tangible Net


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                    Worth of not less than (a) the greater of (i) $130,000,000
                    or (ii) eighty-five percent (85%) of the Tangible Net Worth
                    at the end of its most recently completed fiscal year (or,
                    in the case of Tangible Net Worth at the end of any fiscal
                    year, its prior fiscal year) plus (b) ninety percent (90%)
                    of capital contributions made during such fiscal year plus
                    (c) fifty percent (50%) of positive year-to-date net income.
                    The Seller will at all times during each fiscal year
                    maintain Tangible Net Worth of not less than $1.00.

               (B)  MINIMUM LIQUIDITY. The Guarantor will not permit the sum of
                    (a) cash and cash equivalents plus (b) the lesser of the
                    Borrowing Base (as defined in the Underlying Credit
                    Agreement) and the sum of the Commitment Amounts (as defined
                    in the Underlying Credit Agreement) minus, in either case,
                    the outstanding principal balance of all outstanding loans
                    under the Underlying Credit Agreement as of the end of each
                    month to be less than $10,000,000.

               (C)  LEVERAGE RATIO. The Guarantor will not permit the Leverage
                    Ratio of the Guarantor to be greater than 8.0 to 1.0 as of
                    the last day of each fiscal quarter of the Seller. NCFC will
                    not permit (i) the Quarterly Average Leverage Ratio for any
                    period of measurement to be greater than 10.0 to 1.0, (ii)
                    the Daily Leverage Ratio on any date to be greater than 15.0
                    to 1.0, or (iii) the Adjusted Leverage Ratio as of the last
                    day of each fiscal quarter to be greater than 12.0 to 1.0.

     (j)  ROLLOVER TRANSACTIONS. Provided that all conditions in the Agreement
          have been satisfied, including the requirements set forth in this
          Paragraph 2(j), each Purchased Security that is repurchased by Seller
          on the applicable Repurchase Date shall automatically become subject
          to a new Transaction and the Repurchase Date for such new Transaction
          shall be the immediately subsequent Repurchase Date, provided that if
          the Repurchase Date so determined is later than the Termination Date,
          the Repurchase Date for such Transaction shall automatically reset to
          the Termination Date, and the provisions of this sentence as it might
          relate to a new Transaction shall expire on such date; PROVIDED, THAT,
          the Repurchase Price paid by the Seller on each Repurchase Date, shall
          be sufficient so that the purchase price of the new Transaction
          entered into on such Repurchase Date shall equal an amount which is at
          least $2,000,000 less than the Purchase Price from the immediately
          preceding Purchase Date; PROVIDED FURTHER, THAT, the Repurchase Price
          paid by the Seller on each Repurchase Date occurring in every third
          month following the initial Purchase Date, shall be sufficient so that
          the Purchase Price of the new Transaction entered into on such
          Repurchase Date shall equal an amount which is at least $9,000,000
          less than the Purchase Price from the Purchase Date occurring three
          months prior. In the event that the Seller repurchases the
          Certificates prior to any Repurchase Date, the Seller shall not be
          required to pay any breakage fees with respect to any such early
          repurchase.


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<PAGE>

     (k)  CONDITIONS PRECEDENT. (A) The following conditions shall apply to the
          initial purchase:

          The Seller shall cause each of following conditions to occur:

          (i)  the execution of the Guaranty by the Guarantor.

          (ii) U.S. Bank National Association shall have extended the maturity
               of its subordinated debt of NCFC to at least December 31, 2003.

         (iii) Guarantor shall have closed the sale of its mortgage servicing
               rights to the Servicer.

          (iv) The Buyer shall have received an opinion of counsel in form and
               substance satisfactory to Buyer and its counsel.

          (v)  The Buyer shall have received all fees and expenses payable to
               Buyer (including the first installment of the Commitment Fee).

          (vi) The representations and warranties contained in the Agreement
               shall be true and correct and all covenants shall be complied
               with.

               (B)  Prior to entering into each Transaction (including the
                    Initial Purchase) pursuant to the Agreement, the following
                    conditions shall apply:

          (i)  No default or Event of Default shall have occurred or be
               continuing.

          (ii) All representations and warranties shall be true and correct and
               all covenants shall be complied with.

         (iii) Seller shall:

               (A)  provide all documents necessary (including but not limited
                    to, bond powers, transferor certificates and opinions of
                    counsel) to register the Purchased Securities in the name of
                    the Buyer; and

               (B)  deliver an instruction letter to the related trustees
                    instructing that all payments be remitted to Buyer with
                    respect to the Purchased Securities.

     (l)  INCOME PAYMENTS. Notwithstanding the provisions set forth in Paragraph
          5(i) of the Agreement, any Income received by the Buyer shall be
          applied as follows:

          (i)  first to reduce the amount of any unpaid expenses owed the Buyer;


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          (ii) second to reduce the amount of any accrued and unpaid Price
               Differential; and

          (iii) third to reduce the remaining amount to be transferred to the
               Buyer by the Seller upon termination of such transaction.

          Buyer and Seller hereby acknowledge and agree that all Income shall be
          property of the Buyer and in the event that any Income is received by
          the Seller (i) the Seller shall hold such Income separate and apart
          from the assets of the Seller, in trust for the Buyer, and (ii) the
          Seller shall immediately remit such Income to the Buyer.

     (m)  TERMINATION DATE. Notwithstanding the provisions set forth in
          Paragraph 16(c) of the Agreement, the Agreement shall terminate on the
          earlier of (i) December 31, 2002, or (ii) at the non-defaulting
          party's option upon the occurrence of an Event of Default caused by
          the other party hereto.

     (n)  Each party to this agreement (such party, "Party X") agrees that, upon
          the insolvency of Party X or any of its affiliates or the default of
          Party X or any of its affiliates under any transaction with the other
          party hereto or any of such other party's affiliates (such other party
          or any of its affiliates, a "Non-Defaulting Party"), each
          Non-Defaulting Party may, without prior notice to Party X: (a)
          liquidate any transaction between Party X and any Non-Defaulting Party
          (which liquidation may include the conversion of amounts denominated
          in multiple currencies into a single currency if deemed necessary or
          desirable by the Non-Defaulting Party), (b) reduce any amounts due and
          owing to Party X under any transaction between Party X and any
          Non-Defaulting Party by setting off against such amounts due and owing
          to a Non-Defaulting Party by Party X, and (c) treat all security for,
          and all amounts due and owing to Party X under any transaction between
          Party X and any Non-Defaulting Party as security for all transactions
          between Party X and any Non-Defaulting Party; provided, however, that
          the exercise of the remedies described in clauses (a), (b) and (c)
          above (or in any other similar provision in any agreement between the
          parties) shall be deemed to occur immediately subsequent to, but
          independent of, the exercise of any netting, liquidation, set-off or
          other similar provision contained in any master agreement between the
          parties; provided further that each provision and agreement hereof
          shall be treated as independent from any other provision or agreement
          herein and shall be enforceable notwithstanding the unenforceability
          of any such other provision or agreement.

          For purposes of the foregoing, the term "affiliate" shall not include
          any entity that controls or is under common control with Salomon Smith
          Barney Holdings Inc., but in any event such term shall include Salomon
          Smith Barney Holdings Inc. and any entity controlled by it.


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<PAGE>


          Clauses (a), (b) and (c) of this paragraph 2(n) shall be deemed not to
          include any references to the affiliates of the Non-Defaulting Party
          and Party X to the extent that their inclusion would prejudice the
          enforceability of this paragraph 2(n).

     (o)  In the event that the Parties enter into a hold in custody repo
          Transaction hereunder in which Salomon Brothers International Limited
          acts as the Seller, segregation of the Securities the subject of such
          repo Transaction shall take place by movement of such Securities from
          Salomon Brothers International Limited's firm account within the
          relevant settlement system to its customer account within such
          relevant settlement system. The Buyer hereby consents to such
          segregation arrangements.

     (p)  Paragraph 8 of the Agreement shall be amended by adding at the end of
          the paragraph the following paragraphs (e), (f) and (g):

          (e)  In the case of any transaction for which the Repurchase Date is
               not the Business Day immediately following the Purchase Date and
               with respect to which Seller does not have any existing right to
               vary the Transaction, Seller shall have the right (subject to the
               proviso to this sub-paragraph) by notice to Buyer (such notice to
               be given at or prior to 12 pm (London time) on that Business Day)
               to vary that Transaction in accordance with sub-paragraphs (a)
               and (b) above, provided however that Buyer may elect by close of
               business on the Business Day notice is received (or by close of
               business on the next Business Day if notice is received after 12
               pm (London time) on that day) not to vary that Transaction. If
               Buyer elects not to vary the Transaction, Seller shall have the
               right by notice to Buyer to terminate the Transaction on the
               Business Day specified in that notice, such Business Day (unless
               the parties otherwise agree) not to be later than two Business
               Days after the date of the notice.

          (f)  If Seller exercises its right to vary the Transaction or to
               terminate the Transaction under sub-paragraph (e) above,
               notwithstanding paragraph 10(h), Seller shall be required to pay
               to Buyer by close of business on the Business Day of such
               variation or termination an amount equal to:

          (i)  Buyer's actual cost (including all fees, expenses and
               commissions) of (aa) entering into replacement transactions; (bb)
               entering into or terminating hedge transactions; and (cc)
               terminating or varying transactions with third parties in
               connection with or as a result of such variation or termination,
               and

          (ii) to the extent that Buyer party does not enter into replacement
               transactions, the loss incurred by Buyer directly arising or
               resulting from such variation or termination, in each case as
               determined and calculated in good faith by Buyer.


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<PAGE>


          (g)  Where one party (the "Requesting Party") has requested the other
               party to transfer Equivalent Margin Securities to it in exchange
               for the transfer to the other party of new Margin Securities in
               accordance with paragraph 8(d) but the other party does not agree
               to the request if the Requesting Party so elects by written
               notice specifying the Equivalent Margin. Securities to be
               transferred and the Business Day on which those Equivalent Margin
               Securities are to be transferred (such Business Day (unless the
               parties otherwise agree) not to be later than two Business Days
               after the date of the notice) the other party shall, unless
               otherwise agreed, transfer those Equivalent Margin Securities to
               the Requesting Party in exchange for the transfer to the other
               party of Cash Margin of an amount equal to the Market Value of
               the Equivalent Margin Securities so transferred.

     (q)  If assets of an employee benefit plan subject to any provision of the
          Employee Retirement Income Security Act of 1974 ("ERISA") are intended
          to be used by either party hereto (the "Plan Party") in a Transaction,
          the Plan Party shall so notify the other party prior to the
          Transaction. The Plan Party shall represent in writing to the other
          party that the transaction does not constitute a prohibited
          transaction under ERISA or is otherwise exempt therefrom, and the
          other party may proceed in reliance thereon but shall not be required
          to so proceed.

     (r)  Seller shall maintain hedging amounts reasonably acceptable to the
          Buyer with respect to the Securities and shall pledge such hedge
          amounts to the buyer on the related Purchase Date.

     (s)  INDEBTEDNESS. The Guarantor and NCFC will not, and will not permit any
          of their Subsidiaries to, directly or indirectly, create, incur,
          assume, guarantee, or otherwise become or remain directly or
          indirectly liable with respect to, any Indebtedness, except:

          (i)  any Obligations pursuant to the Fourth Amended and Restated
               Credit Agreement, dated as of May 26, 1999, among the Guarantor,
               the lenders from time to time party thereto (the "Lenders"), and
               U.S. Bank National Association, as agent for the Lenders (the
               "Lender Agent"); as amended by the First Amendment to the Fourth
               Amended and Restated Credit Agreement, dated as of August 31,
               1999, among the Guarantor, the Lenders, and the Lender Agent; as
               amended by the Second Amendment to the Fourth Amended and
               Restated Credit Agreement, dated as of October 14, 1999, among
               the Guarantor, the Lenders, and the Lender Agent; as amended by
               the Third Amendment to the Fourth Amended and Restated Credit
               Agreement, dated as of May 24, 2000, between the Guarantor, the
               Lenders, and the Lender Agent; and as further amended by the
               Fourth Amendment to the Fourth Amended and Restated Credit
               Agreement, dated as of June 29, 2000, among the Guarantor, NC
               Capital Corporation, the Lenders, and the Lender Agent
               (collectively, the "Underlying Credit Agreement").


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<PAGE>


          (ii) current liabilities not more than 90 days overdue, unless
               contested in good faith by appropriate proceedings and any
               reserves required by GAAP have been established, incurred by
               NCFC, the Guarantor or NC Residual II Corporation in the ordinary
               course of business otherwise than for money borrowed;

         (iii) Indebtedness incurred to finance the purchase of equipment and
               secured solely by Liens on such equipment, in an aggregate amount
               not to exceed $10,000,000;

          (iv) Indebtedness incurred to finance Junior Securitization Interests
               which Indebtedness is secured only by such Junior Securitization
               Interests, provided, such Indebtedness does not exceed 65% of the
               value of such Junior Securitization Interests determined in
               accordance with GAAP;

          (v)  intercompany Indebtedness of NCFC to the Guarantor or NC Residual
               II Corporation in an aggregate amount not to exceed $1,000,000;

          (vi) intercompany Indebtedness of the Guarantor or NC Residual II
               Corporation to NCFC incurred in the ordinary course of business;

         (vii) obligations under gestation repurchase agreements or similar
               arrangements of the type described in paragraph 2(t)(vi) of this
               Annex;

        (viii) Subordinated Debt;

          (ix) Indebtedness incurred by the Guarantor in connection with the
               Salomon REO Agreement; and

          (x)  intercompany Indebtedness between the Guarantor and the Seller
               incurred in the ordinary course of business.

     (t)  LIENS. The Guarantor and NCFC will not, and will not permit any of
          their Subsidiaries to, directly or indirectly, create, incur, assume
          or permit to exist any Lien with respect to any property now owned or
          hereafter acquired by NCFC, the Guarantor or the Seller, or any income
          or profits therefrom, except:

          (i)  the security interests granted to the Lender Agent for the
               benefit of the Lenders pursuant to the Underlying Credit
               Agreement;

          (ii) Liens in connection with deposits or pledges to secure payment of
               workers' compensation, unemployment insurance, old age pensions
               or other social security obligations, in the ordinary course of
               business of NCFC or the Guarantor;


                                       15

<PAGE>


         (iii) Liens for taxes, fees, assessments and governmental charges not
               delinquent or which are being contested in good faith by
               appropriate proceedings and for which appropriate reserves have
               been established in accordance with GAAP;

          (iv) encumbrances consisting of zoning regulations, easements, rights
               of way, survey exceptions and other similar restrictions on the
               use of real property and minor irregularities in title thereto
               which do not materially impair their use in the operation of its
               business;

          (v)  Liens on equipment arising under any capitalized lease obligation
               or other purchase money Liens on equipment acquired after the
               Signing Date to secure Indebtedness permitted pursuant to
               paragraph 2(s)(iii);

          (vi) Liens incurred in connection with gestation repurchase agreements
               or similar arrangements, including, without limitation, (i)
               arrangements under which NCFC or its Subsidiaries are required to
               repurchase Mortgage-backed Securities or Mortgage Loans from any
               Lender or other counterparty reasonably satisfactory to the
               Lender Agent, or (ii) credit facilities structured as loan and
               security agreements; provided, that (x) such gestation repurchase
               agreements or similar arrangements are not used to fund wet
               Mortgage Loans, and (y) such gestation repurchase agreements or
               similar arrangements are entered into in the ordinary course of
               business in contemplation of the subsequent non-recourse sale of
               such Mortgage-backed Securities or Mortgage Loans;

         (vii) Liens arising out of any agreements or other arrangements
               (including, without limitation, interest rate swap agreements,
               interest rate cap agreements and forward sale agreements) entered
               into to protect Guarantor against changes in interest rates or in
               the value of any assets of the Guarantor;

        (viii) Liens on Junior Securitization Interests which secure
               Indebtedness permitted by paragraph 2(s)(iv);

          (ix) a pledge of the stock of REO Sub to SBRC pursuant to the Salomon
               REO Agreement; and

          (x)  a pledge of the stock of NC Residual II Corporation to Financial
               Securities Assurance Corporation.


                                       16

<PAGE>


     IN WITNESS WHEREOF, the Buyer, the Seller and the Guarantor have caused
their names to be duly signed hereto by their respective officers thereunto duly
authorized, all as of the date first above written.


SALOMON SMITH BARNEY INC. AS AGENT FOR
SALOMON BROTHERS INTERNATIONAL LIMITED

By:
   ------------------------------------
Authorized Signatory
Title:



NC RESIDUAL II CORPORATION

By: /s/ PATRICK FLANAGAN
    --------------------------------------
    Authorized Signatory: Patrick Flanagan
    Title: President



ACCEPTED AND ACKNOWLEDGED

NEW CENTURY MORTGAGE CORPORATION

By: /s/ PATRICK FLANAGAN
    ---------------------------------------
    Authorized Signatory: Patrick Flanagan
    Title: Executive Vice President



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