EXHIBIT 10.6.2

                     SECOND AMENDMENT TO CUSTODIAL AGREEMENT


      This Second Amendment dated as of September 13, 2005 (the "Amendment") to
the Custodial Agreement, dated as of December 3, 2004 (the "Agreement", a copy
of which is attached hereto as Exhibit 1), is made by and among Lehman Brothers
Inc. and Lehman Commercial Paper Inc. (collectively, "Buyer"), American Home
Mortgage Acceptance, Inc. ("Seller") and Deutsche Bank National Trust Company
("Custodian").

                                    RECITALS

      WHEREAS, Custodian, Seller and Buyer (each, a "Party" and, collectively,
the "Parties"), have agreed to enter into this Amendment; and

      WHEREAS, the Parties (other than the Custodian) have entered into a Master
Repurchase Agreement, dated as of March 29, 2004, as amended by those certain
letter agreements, dated December 3, 2004, June 10, 2005 and September 13, 2005
(collectively, the "Repurchase Agreement"), pursuant to which Buyer has agreed,
subject to the terms and conditions set forth in the Repurchase Agreement, to
purchase certain mortgage loans identified on Exhibit 2 hereto ("Mortgage
Loans") owned by Seller, including, without limitation, all rights of Seller to
service and administer such Mortgage Loans; and

      WHEREAS, Seller and Buyer have entered into the Agreement relating to
the Repurchase Agreement; and

      WHEREAS, the Parties wish to amend the Agreement to add the Mortgage Loans
as assets to be delivered and held thereunder.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as set
forth below. Terms used but not defined herein shall have the respective
meanings ascribed to such terms in the Agreement, as amended hereby.

      Section 1. Amendments.

      1.1 References in the Agreement to "this Agreement" or words of similar
import (including direct references to the Agreement) shall, without limitation,
be deemed to be references to the Agreement as amended by this Amendment.

      1.2 Notwithstanding anything to the contrary in the Agreement, all
references in the Agreement to the "Mortgage Loans" shall be deemed to refer to
and include the Mortgage Loans (and not to the "Mortgage Loans" as such term was
defined in the Agreement based upon the mortgage loans identified on Schedule 1
thereto). All provisions of the Agreement with respect to mortgage loans shall
apply to the Mortgage Loans as if the Mortgage Loans had been identified on a
schedule attached to the original Agreement.

      Section 2. Covenants, Representations and Warranties of the Parties.


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      2.1 Except as amended by Section 1 hereof, the Agreement remains unaltered
and in full force and effect. Each of the Parties hereby affirms all terms and
covenants made in the Agreement as amended hereby.

      2.2 Each of the Parties hereby represents and warrants to the other that
(a) this Amendment constitutes the legal, valid and binding obligation of such
Party, enforceable against such Party in accordance with its terms, and (b) the
execution and delivery by such Party of this Amendment has been duly authorized
by all requisite limited liability company or corporate action on the part of
such Party.

      Section 3. Effect upon the Agreement.

      3.1 Except as set forth herein, the Agreement shall remain in full force
and effect and is hereby ratified and confirmed.

      3.2 The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of any Party under the
Agreement, or any other document, instrument or agreement executed and/or
delivered in connection therewith.

      Section 4. Governing Law.

      THIS AMENDMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS OR
PRINCIPLES THEREOF.

      Section 5. Counterparts.

      This Amendment may be executed in any number of counterparts, and any such
counterparts shall together constitute the same agreement.

                  [Remainder of Page Intentionally Left Blank.]


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      IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
executed as of the day and year first above written.



AMERICAN HOME MORTGAGE ACCEPTANCE, INC.

By: /s/ Alan Horn
   -------------------------------------
   Name: Alan Horn
   Title: EVP, General Counsel and
   Secretary


LEHMAN BROTHERS INC.

By: /s/ Thomas J. O'Hara
   -------------------------------------
   Name: Thomas J. O'Hara
   Title: Senior Vice President


LEHMAN COMMERCIAL PAPER INC.

By: /s/ Thomas J. O'Hara
   -------------------------------------
   Name: Thomas J. O'Hara
   Title: Senior Vice President


DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity but
solely as Custodian

By: /s/ Norma L. Catone
   -------------------------------------
   Name: Norma L. Catone
   Title: Vice President


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                                                                       Exhibit 1

                               CUSTODIAL AGREEMENT

      CUSTODIAL AGREEMENT, dated as of December 3, 2004, between LEHMAN BROTHERS
INC. AND LEHMAN COMMERCIAL PAPER INC. (collectively, "Buyer"), AMERICAN HOME
MORTGAGE ACCEPTANCE, INC. (the "Seller") and DEUTSCHE BANK NATIONAL TRUST
COMPANY (the "Custodian").

                                   WITNESSETH:

      WHEREAS, the Seller has entered into a Master Repurchase Agreement with
the Buyer, dated as of March 29, 2004 (as amended, the "Repurchase Agreement"),
pursuant to which the Seller agrees to transfer to the Buyer securities and
other assets (the "Securities") against the transfer of funds by the Buyer, with
a simultaneous agreement by the Buyer to transfer to the Seller such Securities
at a date certain or on demand against the transfer of funds by the Seller;

      WHEREAS, the Seller has entered that certain letter agreement with Buyer,
dated as of December 3, 2004 (the "Letter Agreement"), pursuant to which the
Seller and the Buyer agreed upon the terms and conditions under which the
mortgage loans identified on Schedule 1 hereto ("Mortgage Loans") may be
included as Securities under the Repurchase Agreement;

      WHEREAS, the Seller has agreed to deliver such Mortgage Loans to the
Custodian;

      WHEREAS, capitalized terms used herein but not defined herein shall have
the meaning given in the Repurchase Agreement (or if not defined in the
Repurchase Agreement, then in the Letter Agreement); and

      WHEREAS, Buyer and the Seller wish to retain the Custodian to perform
certain services in connection with taking possession of the Mortgage Loans;

      NOW, THEREFORE, the Seller hereby authorizes the Custodian to hold the
Mortgage Loans and authorizes the Custodian to perform the following functions
and duties, and the Custodian agrees to perform such functions and duties:

            (a) Safekeeping of the Mortgage Loans. The Custodian hereby agrees
      to perform the following services as agent for the Buyer with respect to
      the Mortgage Loans:

                  (i) To hold under its exclusive control the documents
            constituting the Mortgage Loans identified on Schedule 2 hereto (or
            any other documents delivered in connection therewith which shall be
            itemized on a transmittal letter accompanying such other documents)
            (the "Mortgage File"), such Mortgage Loans to be held in a
            segregated manner (i.e., the assets of the Seller shall not be
            commingled);

                  (ii) Upon the written demand of the Seller and with the
            consent of Buyer, to deliver and immediately release to or at the
            direction of Buyer any and all of the Mortgage File at the time held
            by Custodian; any such delivery and


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            release shall be accomplished with respect to any Mortgage File as
            soon as reasonably practicable of the request and at the expense of
            the Seller; and

                  (iii) Upon three (3) Business Days' prior notice, to permit
            inspection (but not removal from the Custodian's possession other
            than as otherwise permitted under this Agreement) at all reasonable
            times in Custodian's offices during normal business hours by the
            Seller and Buyer or its agents (including its auditors) of the
            Mortgage File.

      The Custodian shall segregate and maintain continuous custody and control
of the Mortgage Files received by it in secure and fire-resistant facilities in
accordance with customary standards for such custody.

      The parties hereto agree that the Custodian shall hold and possess the
Mortgage Loans and the Mortgage Files pursuant to this Agreement in the
Custodian's capacity as bailee and agent for the Buyer, and that the Custodian
shall have no right to possession of the Mortgage Loans or the Mortgage Files
except as specified herein.

            (b) Release of Mortgage Loans. The Custodian may only release the
      Mortgage Loans and the Mortgage Files held for Buyer under this Agreement
      and all related information and documentation held by the Custodian at the
      written direction of the Seller with the consent of Buyer; provided that,
      no consent of Buyer will be required after the satisfaction in full of all
      requirements of the Repurchase Agreement with respect to the Transactions
      for the Mortgage Loans as notified to the Custodian in writing by Buyer;
      provided further that, if an Event of Default by the Seller shall occur
      and be continuing, of which a Responsible Officer of the Custodian has
      received written notice, the Custodian may only release such Mortgage
      Loans and Mortgage Files and all related information and documentation
      upon the sole discretion and direction of Buyer.

            (c) Compensation. The Seller shall, pay to the Custodian the fees
      and reimburse the expenses of the Custodian as set forth in a separate
      letter agreement, for performing the functions of Custodian hereunder.

            (d) Waiver of Certain Rights. To the extent permissible by law, the
      Custodian hereby waives, relinquishes and releases any rights which it may
      have by way of contract or law, whether through exercise of a right of
      set-off, security interest, counterclaim or otherwise, to obtain any
      property or payment under the Mortgage Loans held hereunder.

            (e) Authorizations. Any authorized officer of the Custodian is
      authorized to act for the Custodian whenever written directions or
      requests are required of the Custodian under this Agreement.

            (f) Execution in Counterparts. This Agreement may be simultaneously
      executed in several counterparts, each of which shall be an original and
      all of which shall constitute but one and the same instrument.

            (g) Applicable Law. This Agreement shall be governed by and
      construed in accordance with the law of the State of New York.


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<PAGE>


            (h) Binding Effect. To the extent provided herein, this Agreement
      shall be binding upon Buyer, the Seller and the Custodian and shall inure
      to the benefit of Buyer, the Seller and the Custodian and their respective
      successors and assigns; provided, however, that the Custodian shall not
      assign its rights and obligations under this Agreement without the prior
      written consent of Buyer and the Seller.

            (i) Severability. In the event any provision of this Agreement shall
      be held invalid or unenforceable by any court of competent jurisdiction,
      such holding shall not invalidate or render unenforceable any other
      provision hereof

            (j) Amendments, Changes and Modifications. This Agreement maybe
      amended by the written consent of the parties hereto.

            (k) Addresses for Notices. Any notice required or permitted to be
      given under or in connection with this Agreement shall be in writing and
      shall be mailed by first-class mail, express mail or overnight courier
      service, postage prepaid, or sent by telecopy ox other similar form of
      rapid transmission confirmed by mailing (by first-class mail) at
      substantially he same time as such vapid transmission, or personally
      delivered to an officer of the receiving party. All such communications
      shall be mailed, sent or delivered,

            If to Buyer:

                  Lehman Brothers Inc. & Lehman Commercial Paper Inc.
                  745 Seventh Avenue
                  New York, New York  10019
                  Attention:  Fred Madonna
                  Telephone:  212-526-9249
                  Telecopier: 212-

            If to the Seller:

                  American Home Mortgage Acceptance, Inc.
                  538 Broadhollow Road
                  Melville, NY 11747
                  Attention:  Alan B. Horn, General Counsel
                  Telephone:  516-396-7703
                  Telecopier:  800-209-7276

            If to the Custodian:

                  Deutsche Bank National Trust Company
                  1761 East St. Andrew Place
                  Santa Ana, CA  92705-4934
                  Attention:  Mortgage Custody - AH048C
                  Telephone:  (714) 247-6000
                  Telecopier:  (714) 247-6035


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<PAGE>


or as to each party at such other address or numbers as shall be designated by
such party in written notice to the other party.

            (l) Trust Receipt. The Custodian shall execute and deliver to the
      Buyer, with a copy to Seller, a trust receipt substantially in the form of
      Schedule 3 to evidence its possession of the Mortgage Loans and the
      Mortgage Files and its certification that each such document in the
      Mortgage Files is complete and appears regular on its face and each such
      document in the Mortgage Files purporting to be an original appears on its
      face to be so.

            (m) Indemnification. The Custodian and any director, officer,
      employee representative or agent, shall be indemnified by the Seller and
      held harmless against any claim, loss, liability expense, damage, injury
      (to person, property or natural resources), penalties, stamp or other
      similar taxes, actions, suits, judgements, reasonable costs and expenses
      (including reasonable attorney's and agent's fees and expenses) of
      whatever kind regardless of their merit, incurred in connection with any
      claim or legal action or any pending or threatened claim or legal action
      relating to this Agreement or the Mortgage Files, or any claim or legal
      action or any pending or threatened claim or legal action relating to the
      performance of the Custodian's duties hereunder, other than any claim,
      loss, liability or expense incurred by reason of willful misfeasance, bad
      faith or gross negligence in the performance of the Custodian's
      obligations and duties under this Agreement. The provisions of this
      Section(m) shall survive the termination of this Agreement or the earlier
      resignation or removal of the Custodian.

            (n) Patriot Act. In order to comply with its duties under the U.S.A.
      Patriot Act, the Custodian shall obtain and verify certain information and
      documentation from the other parties hereto including, but not limited to,
      each parties' name, address, and other identifying information.

            (o) Miscellaneous.

                  (i) Written instructions as to the method of shipment and
            shipper(s) that Custodian is directed to utilize in connection with
            transmission of Mortgage Files in the performance of the Custodian's
            duties hereunder shall be delivered by the Seller or the Buyer to
            Custodian prior to any shipment of any Mortgage Files hereunder.
            Seller will arrange for the provision of such services at its sole
            cost and expense and will maintain such insurance against loss or
            damage to the Mortgage Files as the requesting party deems
            appropriate. Without limiting the generality of the provisions
            below, it is expressly agreed that in no event shall Custodian have
            any liability for any losses or damages to any person, arising out
            of actions of Custodian in accordance with instructions of the
            requesting party, unless such performance constitutes gross
            negligence, lack of good faith or willful misconduct on the part of
            the Custodian or any of its directors, officers, agents or
            employees. In the absence of written instructions from the Seller,
            the Custodian may ship the related Mortgage Files using any
            nationally recognized courier service and shall be indemnified as
            provided in Section (m) in connection therewith.


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<PAGE>


                  (ii) The Custodian undertakes to perform such duties and only
            such duties as are specifically set forth this Agreement, and no
            implied covenants or obligations shall be read into this Agreement
            against the Custodian.

                  (iii) In the absence of bad faith on its part, the Custodian
            may conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon certificates or
            opinions furnished to the Custodian and conforming to the
            requirements of this Agreement; but in the case of any such
            certificates or opinions which by any provision hereof are
            specifically required to be furnished to the Custodian, the
            Custodian shall be under a duty to examine the same to determine
            whether or not they conform to the requirements of this Agreement.

                  (iv) The Custodian may execute any of the trusts or powers
            hereunder or perform any duties hereunder either directly or by or
            through agents or attorneys or a custodian or nominee, and the
            Custodian shall not be responsible for any misconduct or negligence
            on the part of, or for the supervision of, any such agent, attorney,
            custodian or nominee appointed with due care by it hereunder.

                  (v) The Custodian may consult with counsel and any opinion of
            counsel or any advice of such counsel shall be full and complete
            authorization and protection in respect of any action taken or
            suffered or omitted by it hereunder in good faith and in accordance
            with such advice or opinion of counsel.

                  (vi) The Custodian shall be under no obligation to exercise
            any of the rights or powers vested in it by this Agreement, or to
            institute, conduct or defend any litigation hereunder or in relation
            hereto unless the Custodian has had offered to it security or
            indemnity satisfactory to it against the costs, expenses and
            liabilities which may be incurred therein or thereby.

                  (vii) The Custodian shall not be required to expend or risk
            its own funds or otherwise incur any financial liability in the
            performance of any of its duties hereunder, or in the exercise of
            any of its rights or powers, if there is reasonable ground for
            believing that the repayment of such funds or indemnity satisfactory
            to it against such risk or liability is not reasonably assured to
            it, and none of the provisions contained in this Agreement shall in
            any event require the Custodian to perform, or be responsible or
            liable for the manner of performance of, any obligations of the
            Buyer or the Seller under this Agreement or any of the Relevant
            Documents.

                  (viii) The Custodian may conclusively rely on, and shall be
            fully protected in relying upon, any document believed by it to be
            genuine and to have been signed or presented by the proper person.
            The Custodian need not investigate any fact or matter stated in the
            document.

                  (ix) Before the Custodian acts or refrains from acting, it may
            require an officers' certificate or an opinion of counsel. The
            Custodian shall not be liable for


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            any action it takes or omits to take in good faith in reliance on
            such officers' certificate or opinion of counsel.

                  (x) The Custodian shall not be liable for any action it takes
            or omits to take in good faith which it believes to be authorized or
            within its rights or powers.

                  (xi) The Custodian shall not be bound to make any
            investigation into the facts or matters stated in any resolution,
            officers' certificate, or other certificate, statement, instrument,
            opinion, report, notice, request, consent, order, approval,
            appraisal, bond, debenture, note, coupon, security, or other paper
            or document.

                  (xii) The Custodian shall not be bound to ascertain or inquire
            as to the performance or observance of any covenants, conditions or
            agreements on the part of the Buyer or the Seller, except as
            otherwise set forth herein, but the Custodian may require of the
            Seller or the Buyer full information and advice as to the
            performance of the covenants, conditions and agreements contained
            herein and shall be entitled in connection herewith to examine the
            books, records and premises of the Buyer or the Seller.

                        (aa) The permissive rights of the Custodian to do things
                  enumerated in this Agreement shall not be construed as a duty
                  and the Custodian shall not be answerable for other than its
                  gross negligence or willful default.

                        (bb) The Custodian shall not be liable for any error of
                  judgment made in good faith by an officer or officers of the
                  Custodian, unless it shall be conclusively determined a court
                  of competent jurisdiction that the Custodian was grossly
                  negligent in ascertaining the pertinent facts

                        (cc) Neither the Custodian nor any of its officers,
                  directors, employees or agents shall be liable for any action
                  taken or omitted under this Agreement or in connection
                  therewith except to the extent caused by the Custodian's gross
                  negligence or willful misconduct, as determined by the final
                  judgement of a court of competent jurisdiction, no longer
                  subject to appeal or review.

                        (dd) The parties each (for itself and any person or
                  entity claiming through it) hereby releases, waives,
                  discharges, exculpates and covenants not to sue the Custodian
                  for any action taken or omitted under this Agreement except to
                  the extent caused by the Custodian's gross negligence or
                  willful misconduct.

                        (ee) Anything in this Agreement to the contrary
                  notwithstanding, in no event shall the Custodian be liable for
                  special, indirect or consequential loss or damage of any kind
                  whatsoever (including but not limited to lost profits), even
                  if the Custodian has been


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                  advised of the likelihood of such loss or damage and
                  regardless of the form of action.

                        (ff) If the Custodian consolidates with, merges or
                  converts into, or transfers all or substantially all its
                  corporate trust business or assets to, another corporation,
                  the resulting, surviving or transferee corporation without any
                  further act shall be the successor Custodian.

            (p)   Definitions.

                  (i) "Corporate Trust Office" means the principal corporate
            trust office of the Custodian at which at any particular time its
            corporate trust business shall be administered, which office at the
            date of execution of this Agreement is located at Deutsche Bank
            National Trust Company, 1761 East St. Andrew Place, Santa Ana, CA
            92705-4934.

                  (ii) "Responsible Officer" means any officer assigned to the
            Corporate Trust Office of the Custodian, including any managing
            director, principal, vice president, assistant vice president,
            assistant treasurer, assistant secretary, trust officer or any other
            officer of the Custodian customarily performing functions similar to
            those performed by any of the above designated officers and having
            direct responsibility for the administration of this Agreement, and
            also, with respect to a particular matter, any other officer, to
            whom such matter is referred because of such officer's knowledge of
            and familiarity with the particular subject.


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            IN WITNESS WHEREOF, this Agreement was duly executed by the parties
hereto as of the day and year first above written.

                                        AMERICAN HOME MORTGAGE ACCEPTANCE, INC.


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        LEHMAN BROTHERS INC.


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        LEHMAN COMMERCIAL PAPER INC.


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                        not in its individual capacity but
                                        solely as Custodian


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


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