AMENDMENT NUMBER ONE
                                     to the

                         POOLING AND SERVICING AGREEMENT
                                Series 2005-HE2,

                          Dated as of February 1, 2004

                                      among

                   BEAR STEARNS ASSET BACKED SECURITIES I LLC,
                                  as Depositor

                            EMC MORTGAGE CORPORATION,
                          as Seller and Master Servicer

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee


         This AMENDMENT NUMBER ONE is made and entered into this 4th day of
April, 2005, by and among BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware
limited liability company, as depositor (the "Depositor"), EMC MORTGAGE
CORPORATION, a Delaware corporation, as seller (in such capacity, the "Seller")
and as master servicer (in such capacity, the "Master Servicer") and LASALLE
BANK NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity but solely as trustee (the "Trustee"), in connection with the Pooling
and Servicing Agreement, dated as of February 1, 2005, among the above mentioned
parties (the "Agreement"), and the issuance of Asset-Backed Certificates, Series
2005-HE2. This amendment is made pursuant to Section 11.01 of the Agreement.

         1. Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Agreement.

         2. The table under REMIC IV of the Preliminary Statement of the
Agreement is hereby amended effective as of the date hereof by changing the
Initial Certificate Principal Balance of the Class CE Certificates in such table
from "$648,849,412.18" to "$12, 977,412.18".

         3. Section  1.01 of the  Agreement is hereby  amended  effective as of
            the date hereof by adding the following definitions to such Section:

         GLOBAL CERTIFICATE: Any Private Certificate registered in the name of
the Depository or its nominee, beneficial interests in which are reflected on
the books of the Depository or on the books of a Person maintaining an account
with such Depository (directly or as an indirect participant in accordance with
the rules of such depository).


<PAGE>



         INDIVIDUAL CERTIFICATE: Any Private Certificate registered in the name
of the Holder other than the Depository or its nominee.


         4. Section 6.02 of the Agreement  shall be amended  effective as of the
date hereof by adding the  following  clauses (f) through (j) to the end of such
Section:

         (f) Subject to Subsection 6.02(j), so long as a Global Certificate of
such Class is outstanding and is held by or on behalf of the Depository,
transfers of beneficial interests in such Global Certificate, or transfers by
holders of Individual Certificates of such Class to transferees that take
delivery in the form of beneficial interests in the Global Certificate, may be
made only in accordance with Subsection 6.02(b) and in accordance with the rules
of the Depository:

                  (i) In the case of a beneficial interest in the Global
         Certificate being transferred to an Institutional Accredited Investor,
         such transferee shall be required to take delivery in the form of an
         Individual Certificate or Certificates and the Trustee shall register
         such transfer only upon compliance with the provisions of Subsection
         6.02(b).

                  (ii) In the case of a beneficial interest in a Class of Global
         Certificates being transferred to a transferee that takes delivery in
         the form of an Individual Certificate or Certificates of such Class,
         except as set forth in clause (i) above, the Trustee shall register
         such transfer only upon compliance with the provisions of Subsection
         6.02(b).

                  (iii) In the case of an Individual Certificate of a Class
         being transferred to a transferee that takes delivery in the form of a
         beneficial interest in a Global Certificate of such Class, the Trustee
         shall register such transfer if the transferee has provided the Trustee
         with a Rule 144A and Related Matters Certificate or comparable evidence
         as to its QIB status.

                  (iv) No restrictions shall apply with respect to the transfer
         or registration of transfer of a beneficial interest in the Global
         Certificate of a Class to a transferee that takes delivery in the form
         of a beneficial interest in the Global Certificate of such Class;
         provided that each such transferee shall be deemed to have made such
         representations and warranties contained in the Rule 144A and Related
         Matters Certificate as are sufficient to establish that it is a QIB.

         (g) Subject to Subsection 6.02(i), an exchange of a beneficial interest
in a Global Certificate of a Class for an Individual Certificate or Certificates
of such Class, an exchange of an Individual Certificate or Certificates of a
Class for a beneficial interest in the Global Certificate of such Class and an
exchange of an Individual Certificate or Certificates of a Class for another
Individual Certificate or Certificates of such Class (in each case, whether or
not such exchange is made in anticipation of subsequent transfer, and, in the
case of the Global Certificate of such Class, so long as such Certificate is
outstanding and is held by or on behalf of the Depository) may be made only in
accordance with this Subsection 6.02(g) and in accordance with the rules of the
Depository:




<PAGE>



                  (i) A holder of a beneficial interest in a Global Certificate
         of a Class may at any time exchange such beneficial interest for an
         Individual Certificate or Certificates of such Class.

                  (ii) A holder of an Individual Certificate or Certificates of
         a Class may exchange such Certificate or Certificates for a beneficial
         interest in the Global Certificate of such Class if such holder
         furnishes to the Trustee a Rule 144A and Related Matters Certificate or
         comparable evidence as to its QIB status.

                  (iii) A holder of an Individual Certificate of a Class may
         exchange such Certificate for an equal aggregate principal amount of
         Individual Certificates of such Class in different authorized
         denominations without any certification.

         (h) (i) Upon acceptance for exchange or transfer of an Individual
Certificate of a Class for a beneficial interest in a Global Certificate of such
Class as provided herein, the Trustee shall cancel such Individual Certificate
and shall (or shall request the Depository to) endorse on the schedule affixed
to the applicable Global Certificate (or on a continuation of such schedule
affixed to the Global Certificate and made a part thereof) or otherwise make in
its books and records an appropriate notation evidencing the date of such
exchange or transfer and an increase in the certificate balance of the Global
Certificate equal to the certificate balance of such Individual Certificate
exchanged or transferred therefor.

         (ii) Upon acceptance for exchange or transfer of a beneficial interest
         in a Global Certificate of a Class for an Individual Certificate of
         such Class as provided herein, the Trustee shall (or shall request the
         Depository to) endorse on the schedule affixed to such Global
         Certificate (or on a continuation of such schedule affixed to such
         Global Certificate and made a part thereof) or otherwise make in its
         books and records an appropriate notation evidencing the date of such
         exchange or transfer and a decrease in the certificate balance of such
         Global Certificate equal to the certificate balance of such Individual
         Certificate issued in exchange therefor or upon transfer thereof.

         (i) Any Individual  Certificate issued in exchange for or upon transfer
of  another  Individual  Certificate  or of a  beneficial  interest  in a Global
Certificate shall bear the applicable legends set forth in Exhibit A-2.

         (j) Subject to the restrictions on transfer and exchange set forth in
this Section 6.02, the holder of any Individual Certificate may transfer or
exchange the same in whole or in part (in an initial certificate balance equal
to the minimum authorized denomination set forth in Section 6.01 above or any
integral multiple of $1.00 in excess thereof) by surrendering such Certificate
at the Corporate Trust Office, or at the office of any transfer agent, together
with an executed instrument of assignment and transfer satisfactory in form and
substance to the Trustee in the case of transfer and a written request for
exchange in the case of exchange. The holder of a beneficial interest in a
Global Certificate may, subject to the rules and procedures of the Depository,
cause the Depository (or its nominee) to notify the Trustee in writing of a
request for transfer or exchange of such beneficial interest for an Individual
Certificate or Certificates. Following a proper request for transfer or
exchange, the Trustee shall, within five Business Days of such request made at
the Corporate Trust Office, sign, countersign and deliver at the



<PAGE>



Corporate Trust Office, to the transferee (in the case of transfer) or holder
(in the case of exchange) or send by first class mail at the risk of the
transferee (in the case of transfer) or holder (in the case of exchange) to such
address as the transferee or holder, as applicable, may request, an Individual
Certificate or Certificates, as the case may require, for a like aggregate
Percentage Interest and in such authorized denomination or denominations as may
be requested. The presentation for transfer or exchange of any Individual
Certificate shall not be valid unless made at the Corporate Trust Office by the
registered holder in person, or by a duly authorized attorney-in-fact.

         Neither the Trustee nor the Master Servicer will be required to
monitor, determine or inquire as to compliance with the transfer restrictions
with respect to the Global Certificates. Any attempted or purported transfer of
any Certificate in violation of the provisions of Subsections (a) or (b) above
shall be void ab initio and such Certificate shall be considered to have been
held continuously by the prior permitted Certificateholder. Any transferor of
any Certificate in violation of such provisions, shall indemnify and hold
harmless the Trustee and the Master Servicer from and against any and all
liabilities, claims, costs or expenses incurred by the Trustee or the Master
Servicer as a result of such attempted or purported transfer. The Trustee shall
have no liability for transfer of any such Global Certificates in or through
book-entry facilities of any Depository or between or among Depository
Participants or Certificate Owners made in violation of the transfer
restrictions set forth herein.

         5. Section 6.02(b) of the Agreement shall be amended effective as of
the date hereof by adding the following sentence before the last sentence of the
first paragraph of such Section:

         Notwithstanding the provisions of the immediately preceding sentence,
no restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in any Certificate that is a Global
Certificate of a Class to a transferee that takes delivery in the form of a
beneficial interest in the Global Certificate of such Class provided that each
such transferee shall be deemed to have made such representations and warranties
contained in the Rule 144A and Related Matters Certificate as are sufficient to
establish that it is a QIB.

         6. Section 6.06 of the Agreement is hereby amended effective as of the
date hereof by adding the following paragraphs to the end of such Section:

         The Private Certificates shall initially be held in fully registered
certificated form. If at any time the Holders of all of the Certificates of one
or more such Classes request that the Trustee cause such Class to become Global
Certificates, the Depositor (with the assistance of the Trustee) will take such
action as may be reasonably required to cause the Depository to accept such
Class or Classes for trading if it may legally be so traded. If at anytime there
are to be Global Certificates, the Global Certificates shall be delivered to the
Depository by the Depositor or deposited with the Trustee as custodian for the
Depository.

         All transfers by Certificate Owners of such respective Classes of
Book-Entry Certificates and any Global Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of



<PAGE>



brokerage firms for which it acts as agent in accordance with the Depository's
normal procedures.

         7. Except as amended above, the Agreement shall continue to be in full
force and effect in accordance with its terms.






<PAGE>


         IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Seller and
the Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.

                                      BEAR STEARNS ASSET BACKED SECURITIES I LLC
                                               as Depositor

                                      By:      /s/ Joseph T. Jurkowski, Jr.
                                           ------------------------------------
                                      Name:    Joseph T. Jurkowski, Jr.
                                      Title:   Vice President

                                      EMC MORTGAGE CORPORATION
                                               as Seller and Master Servicer

                                      By:      /s/ Jenna Kemp
                                           ------------------------------------
                                      Name:    Jenna Kemp
                                      Title:   Senior Vice President

                                      LASALLE BANK NATIONAL ASSOCIATION
                                               as Trustee


                                      By:      /s/ Stephanie Edwards
                                           ------------------------------------
                                      Name:    Stephanie Edwards
                                      Title:   Assistant Vice President




<PAGE>


STATE OF NEW YORK      )
                       ) ss.:
COUNTY OF NEW YORK     )


         On this ____ day of April, 2005, before me, a notary public in and for
said State, appeared ___________________, personally known to me on the basis of
satisfactory evidence to be an authorized representative of Bear Stearns Asset
Backed Securities I LLC, one of the companies that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such limited liability company and acknowledged to me that such limited
liability company executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.




                                                 _______________________________
                                                 Notary Public

[Notarial Seal]





<PAGE>


STATE OF TEXAS     )
                   ) ss.:
COUNTY OF DALLAS   )

         On this ____ day of April, 2005, before me, a notary public in and for
said State, appeared _________________, personally known to me on the basis of
satisfactory evidence to be an authorized representative of EMC Mortgage
Corporation, one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of such corporation
and acknowledged to me that such corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.




                                                 _______________________________
                                                 Notary Public


[Notarial Seal]


<PAGE>


STATE OF ILLINOIS )
                  ) ss.:
COUNTY OF COOK    )

         On this ____ day of April, 2005, before me, a notary public in and for
said State, appeared _________________ , personally known to me on the basis of
satisfactory evidence to be an authorized representative of LaSalle Bank
National Association that executed the within instrument, and also known to me
to be the person who executed it on behalf of such corporation, and acknowledged
to me that such corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                                 _______________________________
                                                 Notary Public


[Notarial Seal]