Amendment No. 3 to Third Amended and Restated Master Purchase Agreement

AMENDMENT NO. 3 (this “Amendment”), dated as of March 7, 2005, by and among IXIS Real Estate Capital Inc., a New York corporation, having an address at 9 West 57^th Street, 36^th Floor, New York, New York 10019 (“Buyer”), New Century Mortgage Corporation, a California corporation, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NCMC”), NC Residual II Corporation, a Delaware corporation, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NCRC”), NC Capital Corporation, a California corporation, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“NCCC”) and New Century Credit Corporation, a California corporation, having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 (“New Century”, and together with NCMC, NCCC and NCRC, “Seller”) to the Third Amended and Restated Master Repurchase Agreement, dated as of September 10, 2004, as amended by that certain Amendment and Joinder to Third Amended and Restated Master Repurchase Agreement, dated as of September 29, 2004, as amended by Amendment No. 2 to Third Amended and Restated Master Repurchase Agreement, dated as of January 10, 2005, each by and between Seller and Buyer, (the “Existing Agreement” and as amended by this Amendment No. 3, as may be amended from time to time, the “Repurchase Agreement”). Unless otherwise defined herein, terms defined in the Agreement are used herein as therein defined.

WHEREAS, Seller and Buyer are parties to the Existing Agreement and the Seller has requested the Buyer to agree to amend certain provisions of the Existing Repurchase Agreement as set forth in this Amendment. The Buyer hereto is willing to agree to such amendments, but only on the terms and subject to the conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller and the Buyer hereby agree as follows:

(a) The definition of Interest Sub-Limit is hereby deleted in its entirety and replaced with the following:

Section 2. Effectiveness of the Amendment. The Amendment shall become effective upon receipt by the Buyer of evidence satisfactory to the Buyer that this Amendment has been executed and delivered by the Seller.

Section 3. Ratification of Agreement. As amended by this Amendment, the Agreement is in all respects ratified and confirmed and the Agreement as so modified by this Amendment shall be read, taken, and construed as one and the same instrument.

Section 4. Representations and Warranties. To induce the Buyer to enter into this Amendment, the Seller hereby represents and warrants to the Buyer that, after giving effect to the amendments provided for herein, the representations and warranties contained in the Agreement and the other Repurchase Documents will be true and correct in all material respects as if made on and as of the date hereof and that no Default or Event of Default will have occurred and be continuing.

Section 5. No Other Amendments. Except as expressly amended hereby, the Agreement and the other Repurchase Documents shall remain in full force and effect in accordance with their respective terms, without any waiver, amendment or modification of any provision thereof.

Section 6. Counterparts. This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 7. Expenses. The Seller agrees to pay and reimburse the Buyer for all of the out-of-pocket costs and expenses incurred by the Buyer in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and disbursements of its attorneys.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.


IXIS REAL ESTATE CAPITAL INC.

By:		/s/ Anthony Malanga
Name:		Anthony Malanga
Title:		Managing Director

By:		/s/ Kathy Lynch
Name:		Kathy Lynch
Title:		Director

NEW CENTURY MORTGAGE CORPORATION

By:		/s/ Kevin Cloyd
Name:		Kevin Cloyd
Title:		Executive Vice President

NC CAPITAL CORPORATION

By:		/s/ Kevin Cloyd
Name:		Kevin Cloyd
Title:		President

NC RESIDUAL II CORPORATION

By:		/s/ Kevin Cloyd
Name:		Kevin Cloyd
Title:		Executive Vice President


NEW CENTURY CREDIT CORPORATION

By:		/s/ Kevin Cloyd
Name:		Kevin Cloyd
Title:		Executive Vice President