Seventh Amendment to Lease, dated October 12, 2004


 Exhibit 10.1 
  
 SEVENTH AMENDMENT TO LEASE 
  
 I. PARTIES AND DATE. 
  
 This Seventh Amendment to Lease (the “Amendment”) dated October 12, 2004, is by and between THE IRVINE COMPANY (“Landlord”), and NEW
CENTURY TRS HOLDINGS, INC., a Delaware corporation (“Tenant”). 
  
 II. RECITALS. 
  
 Landlord and Tenant have
entered into an undated lease, which lease has been amended by: (i) a First Amendment to Lease dated May 1, 2000, (ii) by Second Amendment to Lease dated June 17, 2002, (iii) by a Third Amendment to Lease dated September 12, 2002, (iv) by a Fourth
Amendment to Lease dated October 14, 2003 (the “Fourth Amendment”), (v) by a Fifth Amendment to Lease dated February 5, 2004, and (vi) by a Sixth Amendment to Lease dated September 20, 2004 (said lease, as so amended, is hereinafter
referred to as the “Lease”). 
  
 Landlord and Tenant
each desire to further modify the Lease to extend the Lease Term solely as to the leased Premises located at 340 Commerce, Irvine, California (the “340 Commerce Premises”), to adjust the Basic Rent for the 340 Commerce Premises, and to
make such other modifications as are set forth in “III. MODIFICATIONS” next below. 
  
 III. MODIFICATIONS. 
  
 A.
Basic Lease Provisions. The Basic Lease Provisions are hereby amended as follows: 
  

	 	1.	 	Item 5 is hereby amended by adding the following: 

  

	 	    	 	“Lease Term as to the 340 Commerce Premises: The Term of this Lease as to the 340 Commerce Premises shall expire at midnight on March 31, 2005”


  

	 	2.	 	Item 6 is hereby amended by adding the following: 

  

	 	    	 	“Commencing February 1, 2005, the Basic Rent for the 340 Commerce Premises shall be One Hundred Twenty Thousand Sixty Dollars ($120,060.00) per month, based on $2.25 per
rentable square foot.” 

  

	 	3.	 	Item 12 is hereby amended by deleting Landlord’s address for payments and notices and substituted therefor shall be the following: 

  
 “LANDLORD 
  
 THE IRVINE COMPANY 
 550 Newport Center Drive 
 Newport Beach, CA 92660 
 Attn: Senior Vice President, Operations 
 Irvine Office Properties 
  
 with a copy of notices to: 
  
 THE IRVINE COMPANY 
 550 Newport Center Drive 
 Newport Beach, CA 92660 
 Attn: Vice President, Operations 
 Irvine Office Properties, Technology Portfolio” 






 IV. GENERAL. 
  
 A. Effect of Amendments. The Lease shall remain in full force and effect except to the extent that it is modified by this Amendment. 
  
 B. Entire Agreement. This Amendment embodies the entire understanding
between Landlord and Tenant with respect to the modifications set forth in “III. MODIFICATIONS” above and can be changed only by a writing signed by Landlord and Tenant. 
  
 C. Counterparts. If this Amendment is executed in counterparts, each is hereby declared to be an original; all,
however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of this Amendment may be introduced into evidence without foundation. 
  
 D. Defined Terms. All words commencing with initial capital letters in
this Amendment and defined in the Lease shall have the same meaning in this Amendment as in the Lease, unless they are otherwise defined in this Amendment. 
  
 E. Corporate and Partnership Authority. If Tenant is a corporation or partnership, or is comprised of either or both of them, each individual
executing this Amendment for the corporation or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or
partnership in accordance with its terms. 
  
 F.
Attorneys’ Fees. The provisions of the Lease respecting payment of attorneys’ fees shall also apply to this Amendment. 
  
 V. EXECUTION. 
  
 Landlord and Tenant executed this Amendment on the date as set forth in “I. PARTIES AND DATE.” above. 
  

									
	 LANDLORD:
  
 THE IRVINE COMPANY
	 	 	 	 TENANT:
  

NEW CENTURY TRS HOLDINGS, INC.
 a Delaware corporation

					
	By	 	 /s/ Steven M. Case
	 	 	 	By	 	 /s/ Patrick J. Flanagan

	 	 	 Steven M. Case, Senior Vice President
	 	 	 	 Name
	 	 Patrick J. Flanagan

	 	 	 Leasing, Office Properties
	 	 	 	 Title
	 	 President


  

									
					
	By	 	 /s/ Danielle M. Sim
	 	 	 	By	 	 /s/ Stergios Theologides

	 	 	 Danielle M. Sim
	 	 	 	 Name
	 	 Stergios Theologides

	 	 	 Senior Vice President, Operations
	 	 	 	 Title
	 	 Corporate Secretary