**Exhibit 10.3(2)**

**AMENDMENTNO. 2 TO MASTER REPURCHASE AGREEMENT**

                This **SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT** (this “Amendment”)is dated as of June 1, 2005 and is entered into by and among FIELDSTONEINVESTMENT CORPORATION (“FIC” and a “Seller”), FIELDSTONEMORTGAGE COMPANY (“FMC” and a “Seller”, and together with FIC,the “Sellers”) and MERRILL LYNCH BANK USA (the “Buyer”) to thatcertain Master Repurchase Agreement dated as of November 12, 2004 as amended byAmendment No. 1 to Master Repurchase Agreement dated  as of May 10, 2005 (the “ExistingRepurchase Agreement”, as amended by this Amendment, the “RepurchaseAgreement”).  Capitalized terms usedbut not otherwise defined herein shall have the meanings given to them in theExisting Repurchase Agreement.

RECITALS

The Buyer and theSellers have agreed, subject to the terms and conditions of this Amendment,that the Existing Repurchase Agreement be amended to reflect certain agreedupon revisions to the terms of the Existing Repurchase Agreement.

Accordingly, the Buyerand the Sellers hereby agree, in consideration of the mutual promises andmutual obligations set forth herein, that the Existing Repurchase Agreement ishereby amended as follows:

# SECTION 1.           Definitions.  Section 1 of the Existing RepurchaseAgreement is hereby amended by deleting the definitions of “CustodialAgreement”, “Custodian” and “Settlement Account Control Agreement”in their entirety and replacing them with the following:

“Custodial Agreement” shall mean that certainCustodial Agreement dated as of June 1, 2005 among Sellers, the Buyer andCustodian as the same may be amended from time to time.

“Custodian” shall mean Wells Fargo Bank, N.A.,or any successor thereto under the Custodial Agreement.

“Settlement Account Control Agreement” shallmean the Settlement Account Control Agreement entered into among the Buyer, theSellers and the Custodian, dated as of June 1, 2005 as the same may be furtheramended, supplemented or otherwise modified in accordance with its terms.

# SECTION 2.           ConditionsPrecedent.  This Amendment shallbecome effective on June 1, 2005 (the “Amendment Effective Date”)subject to the satisfaction of the following conditions precedent:

## 2.1           DeliveredDocuments.  On the AmendmentEffective Date, the Buyer shall have received the following documents, each ofwhich shall be satisfactory to the Buyer in form and substance:

 

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### (a)           thisAmendment, executed and delivered and duly authorized officers of the Buyer,the Sellers and the Guarantor; and

### (b)           suchother documents as the Buyer or counsel to the Buyer may reasonably request.

# SECTION 3.           LimitedEffect.  Except as expressly amendedand modified by this Amendment, the Existing Repurchase Agreement shallcontinue to be, and shall remain, in full force and effect in accordance withits terms.

# SECTION 4.           Fees.  The Seller agrees to pay as and when billedby the Buyer all of the reasonable fees, disbursements and expenses of counselto the Buyer in connection with the development, preparation and execution of,this Amendment or any other documents prepared in connection herewith andreceipt of payment thereof shall be a condition precedent to the Buyer enteringinto any Transaction pursuant hereto.

# SECTION 5.           Confidentiality.  The parties hereto acknowledge that thisAmendment, the Existing Repurchase Agreement, and all drafts thereof, documentsrelating thereto and transactions contemplated thereby are confidential innature and the Seller agree that, unless otherwise directed by a court ofcompetent jurisdiction or as is necessary to do so in working with governmentalagencies or regulatory bodies in order to comply with any applicable federal orstate laws, they shall limit the distribution of such documents and thediscussion of such transactions to such of its officers, employees, attorneys,accountants and agents as is required in order to fulfill its obligations undersuch documents and with respect to such transactions.

# SECTION 6.           **GOVERNING LAW.**  **THIS AMENDMENT SHALL BECONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THEOBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINEDIN ACCORDANCE WITH SUCH LAWS.**

# SECTION 7.           Counterparts. This Amendment may be executed in one ormore counterparts and by different parties hereto on separate counterparts,each of which, when so executed, shall constitute one and the same agreement.

# SECTION 8.           Conflicts. The parties hereto agree that in theevent there is any conflict between the terms of this Amendment, and the termsof the Existing Repurchase Agreement, the provisions of this Amendment shallcontrol.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESSWHEREOF, the parties have caused their names to be signed hereto by theirrespective officers thereunto duly authorized as of the day and year firstabove written.

 
| Buyer:  | **MERRILL LYNCH BANK USA,**             | ** ** |
|---------|-----------------------------------------|------------|
|    | **as Buyer**                            |       |
|    | ** **                              |       |
|    | ** **                              |       |
|    | By:                                |       |   |
|    |                                    | Name:      |   |
|    |                                    | Title:     |   |
|    |                                    |       |
|    |                                    |       |
| Seller: | **FIELDSTONE INVESTMENT  CORPORATION,** | ** ** |
|    | **as Seller**                           |       |
|    |                                    |       |
|    |                                    |       |
|    | By:                                |       |   |
|    |                                    | Name:      |   |
|    |                                    | Title:     |   |
|    |                                    |       |
|    |                                    |       |
| Seller: | **FIELDSTONE MORTGAGE COMPANY,**        | ** ** |
|    | **as Seller**                           |       |
|    |                                    |       |
|    |                                    |       |
|    | By:                                |       |   |
|    |                                    | Name:      |   |
|    |                                    | Title:     |   |

 

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