**Exhibit 10.17**AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT     AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT (this “Amendment”) is made and enteredinto as of October 25, 2006, among DB Structured Products, Inc. (“DBSP” or the“Committed Buyer”), Aspen Funding Corp. (“Aspen”), Newport Funding Corp.(“Newport”), Gemini Securitization Corp., LLC (“Gemini” and, together with Aspenand Newport, each a “Noncommitted Buyer” and collectively, the “NoncommittedBuyers” and, together with the Committed Buyer, each a “Buyer” and collectively, the“Buyers”), and New Century Mortgage Corporation (“NCMC”), Home123 Corporation(“Home123”) and NC Capital Corporation (“NCCC”; together with NCMC and Home123,each a “Seller” and collectively, the “Sellers”).W I T N E S S E T H :     WHEREAS, the Sellers and the Buyers are parties to a certain Master Repurchase Agreement datedas of April 17, 2006 (the “Existing Agreement”; and as amended by this Amendment, the“Loan and Security Agreement”); and     WHEREAS, the parties hereto desire to amend the Existing Agreement in the manner, and on theterms and conditions, herein provided.     NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good andvaluable consideration, the receipt and adequacy of which are hereby expressly acknowledged, theparties hereto agree as follows:     1. Definitions. Unless otherwise defined herein, all terms used herein which aredefined in the Existing Agreement shall have the meanings assigned thereto in the ExistingAgreement.     2. Amendments to Existing Agreement.     (a) Section 1 of the Existing Agreement is hereby amended by adding the following definitionsin the appropriate alphabetical order:“Investor Return Mortgage Loan” shall mean a Mortgage Loan which (a) a Seller isrequired to repurchase from a third party purchaser as a result of an early payment defaultor other breach of a representation or warranty and (b) is the subject of an executed ThirdParty Investor Release and Bailment Agreement from such third party purchaser. A MortgageLoan shall cease to be an Investor Return Mortgage Loan when the related Asset File isdelivered to the Custodian and the Custodian has executed and delivered a Trust Receipt withrespect thereto.“Third Party Investor Release and Bailment Agreement” shall mean a letter agreementfrom a third party in substantially the form of Exhibit H hereto     (b) Section 3(d) of the Existing Agreement is hereby amended by adding the following at theend thereof:, provided that the foregoing shall not apply to any Investor Return Mortgage Loans.
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     (c) Section 10(A) of the Existing Agreement is hereby amended by adding the following at theend of each of the third and fourth sentences thereof:, provided that the foregoing shall not apply to any Investor Return Mortgage Loans.     (d) Section 11(d) of the Existing Agreement is hereby amended by adding the following at theend thereof:Notwithstanding the foregoing, if any Seller shall repurchase a Mortgage Loan previouslysold on a servicing-released basis, then a Person listed on Schedule G hereto may subservicesuch Mortgage Loan for a period from the date of such repurchase to a date not later than 30days after such date of repurchase. Schedule G may be amended from time to time with theconsent of the Sellers and the Buyers; the Sellers may propose amendments to Schedule G fromtime to time and the Buyers will not unreasonably withhold their consent to any suchproposal.     (e) Section 15(b)(i)(B) of the Existing Agreement is hereby amended by adding the followingat the end thereof:, provided that the foregoing shall not apply to any Investor Return Mortgage Loans.     (f) Schedule B to the Existing Agreement is hereby amended by adding the following at the endof the first sentence of paragraph (y) thereof:, provided that the foregoing shall not apply to any Investor Return Mortgage Loans.     (g) The Existing Agreement is hereby amended by adding Exhibits G and H hereto as Exhibits Gand H thereto.     3. Limitations. The amendments set forth in Section 2 above are limited precisely aswritten and shall not be deemed to (x) be a consent to any waiver of, or modification of, any otherterm or condition of the Existing Agreement, or any of the documents referred to therein or (y)prejudice any right or rights which the Buyers may now have or may have in the future under or inconnection with the Master Repurchase Agreement, or any of the documents referred to therein.Except as expressly amended hereby, the terms and provisions of the Existing Agreement shall remainin full force and effect.     4. Fees and Expenses. The Sellers agree to promptly pay after being billed by aBuyer any legal fees and expenses incurred by such Buyer in connection with the preparation andexecution of this Amendment.     5. Representations and Warranties. Each of the parties hereto severally representsand warrants that all acts, filings and conditions required to be done and performed and to havehappened (including, without limitation, the obtaining of necessary governmental approvals) priorto the entering into of this Amendment to constitute this Amendment and the Existing Agreement asamended hereby the duly authorized, legal, valid and binding obligation of suchparty, enforceable in accordance with its terms, have been done, performed and have happenedin due and strict compliance with all applicable laws.
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     6. Effectiveness. This Amendment shall become effective as of October 25, 2006,when:     (a) each of the parties hereto shall have executed a counterpart hereof anddelivered the same to the Buyers;     (b) the Buyers shall have received executed counterparts of Amendment No. 1 tothe Fee Letter and the fee set forth therein; and     (c) the Buyers shall have received executed counterparts of Amendment No. 1 tothe Loan and Security Agreement and the conditions to the effectiveness of suchamendment shall have been satisfied; and     (d) the Buyers shall have received any other documents relating to thisAmendment reasonably requested by the Buyers.     7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH, THE LAW OF THE STATE OF NEW YORK.     8. Counterparts. This Amendment may be executed in several counterparts, each ofwhich shall be regarded as the original and all of which shall constitute one and the sameagreement.
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          IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respectiveofficers thereunto duly authorized as of the day and year first above written.      BUYERS: