**Exhibit 10.22**AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT     AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT (this “Amendment”) is made and enteredinto as of July 17, 2006, among DB Structured Products, Inc. (“DBSP” or the “CommittedBuyer”), Aspen Funding Corp. (“Aspen”), Newport Funding Corp. (“Newport”),Gemini Securitization Corp., LLC (“Gemini” and, together with Aspen and Newport, each a“Noncommitted Buyer” and collectively, the “Noncommitted Buyers” and, together withthe Committed Buyer, each a “Buyer” and collectively, the “Buyers”), and NewCentury Mortgage Corporation (“NCMC”), New Century Credit Corporation (“NCCredit”), Home123 Corporation (“Home123”) and NC Capital Corporation (“NCCC”;together with NCMC, NC Credit and Home123, each a “Seller” and collectively, the“Sellers”).WITNESSETH :     WHEREAS, the Seller and the Buyers are parties to a certain Master Repurchase Agreement datedas of September 2, 2005 (the “Existing Agreement”; and as amended by this Amendment, the“Master Repurchase Agreement”); and     WHEREAS, the parties hereto desire to further amend the Existing Agreement in the manner, andon the terms 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. Amendment to Existing Agreement.     (a) Section 1 of the Existing Agreement is hereby amended by adding the following definitionsin the appropriate alphabetical order:     “50/30 Mortgage Loan” shall mean a Mortgage Loan which provides foramortization of the principal thereof over a 30 year period based on a 50 year amortizationschedule.     “40/30 Mortgage Loan” shall mean a Mortgage Loan which provides foramortization of the principal thereof over a 30 year period based on a 40 year amortizationschedule.     “40 Year Mortgage Loan” shall mean a Mortgage Loan (other than a 40 year OptionARM Mortgage Loan) which provides for amortization of the principal thereof over a 40 yearperiod.     “40 Year Option ARM Mortgage Loan” shall mean an Option ARM Mortgage Loan whichprovides for amortization of the principal thereof over a 40 year period.
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     (b) Schedule B to the Existing Agreement is hereby amended by:     (i) deleting paragraph (n) thereof and substituting, in lieu thereof, the following: (n) LTV. Each first lien Mortgage Loan has an LTV less than or equal to100%. Each Mortgage Loan either (i) has a CLTV less than or equal to 100% or (ii) (A)has a CLTV less than or equal to 105%, (B) has been underwritten and closed accordingto the standards associated with a Fannie Mae-approved program or CitiMortgage,Inc.-approved program or a program of another investor acceptable to the CommittedBuyer, as evidenced by a written approval from the Committed Buyer, and (C) is coveredby a mandatory takeout commitment or other takeout commitment with locked pricing fromFannie Mae, CitiMortgage, Inc. or other investor acceptable to the Committed Buyer (andthe related Seller has provided to the Committed Buyer documentation satisfactory inform and substance to the Committed Buyer evidencing such takeout commitment).     (ii) deleting the following sentence of paragraph (t):The Mortgage Note (unless it evidences an Interest-Only Mortgage Loan, Balloon Loan,HELOC or One Time Close Loan) is payable on the first day of each month in equalmonthly installments of principal and interest (which interest is calculated andpayable in arrears), which installments of principal are sufficient to amortize theMortgage Loan fully by the stated maturity date over an original term of not morethan 30 years from commencement of amortization.and substituting, in lieu thereof, the following:The Mortgage Note (unless it evidences an Interest-Only Mortgage Loan, Balloon Loan,HELOC, One Time Close Loan, Option ARM Mortgage Loan, 40/30 Mortgage Loan, 50/30Mortgage Loan or 40 Year Mortgage loan) is payable on the first day of each month inequal monthly installments of principal and interest (which interest is calculatedand payable in arrears), which installments of principal are sufficient to amortizethe Mortgage Loan fully by the stated maturity date over an original term of notmore than 30 years from commencement of amortization. The Mortgage Note (if itevidences a 40 Year Option ARM Mortgage Loan or 40 year Mortgage Loan) is payable onthe first day of each month in installments of principal and interest (whichinterest is calculated and payable in arrears), which installments are sufficient toamortize the Mortgage Loan fully by the stated maturity date over an original termof not more than 40 years from commencement of amortization. When installments ofprincipal on each Mortgage Note which evidences an Option ARM Mortgage Loan (otherthan a 40 Year Option ARM Mortgage Loan), 40/30 Mortgage Loan or 50/30 Mortgage Loanbecome payable, such installments will be payable in installments of principal(potentially including a balloon payment) sufficient to amortize the Mortgage Loanfully by the stated maturity date, over an original term of not more than 30 yearsafter funds were disbursed in connection with the Mortgage Loan.
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     and (iii) deleting paragraph (tt) and substituting, in lieu thereof, the following: (tt) FICO Score. In the case of a Subprime Mortgage Loan, the FICO score ofthe related Mortgagor was at least 500 on the Origination Date. In the case of anAlt-A Mortgage Loan, either (i) the FICO score of the related Mortgagor was at least600 on the Origination Date or (ii) such Alt-A Mortgage Loan meets the underwritingcriteria of a takeout investor acceptable to the Committed Buyer. In the case of anOption ARM Mortgage Loan, the FICO score of the related Mortgagor was at least 620 onthe Origination Date.     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 Seller agrees 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 such party, enforceablein accordance with its terms, have been done, performed and have happened in due and strictcompliance with all applicable laws.     6. Effectiveness. This Amendment shall become effective as of July 17, 2006, when:     (a) each of the parties hereto shall have executed a counterpart hereof anddelivered the same to the Buyers;     (b) NCFC shall have executed a Consent and Acknowledgment, substantially inthe form of Annex A hereto, and delivered the same to the Buyers;     (c) the Buyers shall have received executed counterparts of Amendment No. 1 tothe Fee Letter; 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.
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     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: