AMENDMENT
      NO. 3 TO PURCHASE, WARRANTIES


AND
      SERVICING AGREEMENT








THIS
      AMENDMENT NO. 3, effective as of August 8, 2005, amends the Purchase, Warranties
      and Servicing Agreement among EMC Mortgage Corporation (the “Purchaser”), First
      Tennessee Mortgage Services, Inc., as servicer (the “Servicer”) and First
      Horizon Home Loan Corporation (the “Seller”, and together with the Servicer, the
“Company”), previously entered into as of September 1, 2003 (the “Agreement”),
      as previously amended.





RECITALS





WHEREAS,
      the Seller sells to the Purchaser, and the Purchaser purchases from the Seller,
      from time to time, pursuant to the Agreement, certain conventional residential
      Mortgage Loans on a servicing retained basis serviced by the Servicer, including
      second lien loans; and





WHEREAS,
      in connection with future sales of Mortgage Loans to the Purchaser, the Company
      and the Purchaser wish to amend the Agreement as set forth below.





NOW,
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      set forth and for good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the Purchaser and the Company agree to amend
      the Agreement as follows:





|1. | Section
              2.09 shall be deleted in its entirety and replaced with the
              following:
|-- | ----------------------------------------------------------------------------------------------------------




Section
      2.09 Near-term
      Principal Prepayments in Full; Near Term Payment Defaults





In
      the
      event any Principal Prepayment in full is made by a Mortgagor on or prior to
      three months after the related Closing Date, the Company shall remit to the
      Purchaser an amount equal to the excess, if any, of the Purchase Price
      Percentage over par multiplied by the amount of such Principal Prepayment in
      full, provided however, that the Company shall not be required to remit any
      payments to the Purchaser pursuant to this paragraph unless the Purchaser has
      notified the Company within one hundred eighty (180) days following Closing
      Date. Such remittance shall be made by the Company to Purchaser not later than
      five (5) Business Days after notice to the Company.





In
      the
      event either of the first three (3) scheduled Monthly Payments which are due
      under any Mortgage Loan after the related Cut-off Date are not made during
      the
      month in which such Monthly Payments are due, then not later than five (5)
      Business Days after notice to the Company by Purchaser (and at Purchaser’s sole
      option), the Company, shall repurchase such Mortgage Loan from the Purchaser
      pursuant to the repurchase provisions contained in this Subsection 3.03,
      provided however, that the Company shall not be required to repurchase any
      Mortgage Loan pursuant to this paragraph unless the Purchaser has notified
      the
      Company within one hundred eighty (180) days following Closing
      Date.




2.
            Capitalized
                terms used but not defined herein shall have the meanings ascribed
                to them
                in the Agreement.





3.
            All
                other terms and conditions of the Agreement remain unchanged and
                in full
                force and effect.





IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be
      executed and delivered by their proper and duly authorized officers as of the
      day and year first above written.







**EMC
      MORTGAGE CORPORATION**


Purchaser





By:________________________


Name:


Title:





**FIRST
      HORIZON HOME LOAN**


**CORPORATION**


Seller





By:
      _______________________


Name:


Title:





**FIRST
      TENNESSEE MORTGAGE**


**SERVICES,
      INC.**


Servicer





By:
      _______________________


Name:


Title: