AMENDMENT NUMBER ONE to the Master Loan and Security Agreement dated as of June 23, 1999 by and between NC CAPITAL CORPORATION, and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                                                    EXHIBIT 10.5

                             AMENDMENT NUMBER ONE
                                    to the
                      Master Loan and Security Agreement
                           dated as of June 23, 1999
                                by and between
                            NC CAPITAL CORPORATION,
                                      and
                  GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

          This AMENDMENT is made this 23 day of October, 1999, by and between NC
CAPITAL CORPORATION, having an address at 00000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxxxxxxx 00000 (the "Borrower") and GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC., having an address at 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000 (the
"Lender"), to the Master Loan and Security Agreement, dated as of June 23, 1999,
by and between the Borrower and the Lender (the "Agreement"). Capitalized terms
used but not otherwise defined herein shall have the meanings assigned to such
terms in the Agreement.

     Subparagraph (iii) of the definition of Collateral Value in Section 1 of
the Agreement is hereby deleted in its entirety and replaced with the following:

          "(iii)  the aggregate Collateral Value of Mortgage Loans that are
                  Second Lien Mortgage Loans may not at any one time exceed 10%
                  of the aggregate amount of Advances made to the Borrower
                  hereunder;"

     This amendment shall be construed in accordance with the laws of the State
of New York and the obligations, rights, and remedies of the parties hereunder
shall be determined in accordance with such laws without regard to conflict of
laws doctrine applied in such state.

     This amendment may be executed in any number of counterparts, each of which
shall constitute an original and all of which, taken together, shall constitute
one instrument.

     Except as amended above, the Agreement shall continue in full force and
effect in accordance with its terms.


          IN WITNESS WHEREOF, the Borrower and the Lender have caused this
amendment to be executed and delivered by their duly authorized officers as of
the day and year first above written.

                                         NC CAPITAL CORPORATION

                                                (Borrower)

                                         By:    /s/ XXXX XXXXXXXXX
                                         Name:  Xxxx Xxxxxxxxx
                                         Title: Senior Vice President

                                         GREENWICH CAPITAL
                                         FINANCIAL PRODUCTS, INC.
                                         (Lender)

                                         By:    /s/ XXXXXXX XXXXXXXXX
                                         Name:  Xxxxxxx Xxxxxxxxx
                                         Title: Vice President