PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (this “Agreement”) is entered into effective January 25, 2006 (the “Effective Date”) by and between New Century Financial Corporation, a Maryland corporation having a principal place of business at 18400 Von Karman, Suite 1000, Irvine, CA 92612 (“New Century”), and Accenture LLP, an Illinois registered limited liability partnership having a principal place of business at 161 North Clark Street, Chicago, IL 60601 (“Supplier”).

WHEREAS, New Century and Supplier have engaged in extensive negotiations, discussions and due diligence that have culminated in the formation of the contractual relationship described in this Agreement;

WHEREAS, New Century desires to procure from Supplier, and Supplier desires to provide to New Century and the Eligible Recipients, the human resources, payroll, procurement, accounts payable and other business process products and services described in this Agreement, on the terms and conditions specified herein;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and of other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, New Century and Supplier (collectively, the “Parties” and each, a “Party”) hereby agree as follows:

1.

INTRODUCTION

1.1

Performance and Management by Supplier.

New Century desires that certain human resources, payroll, procurement, accounts payable and other business process products and services described in this Agreement and the Exhibits and Attachments hereto, be performed and managed by Supplier. Supplier has carefully reviewed New Century’s requirements, has performed due diligence it deems necessary, and desires to perform and manage such business process products and services for New Century and the Eligible Recipients.

1.2

Definitions.

Except as otherwise expressly provided in this Agreement, all capitalized terms used in this Agreement shall have the meanings set forth in Exhibit 1.

1.3

Other Terms.

The terms defined in this Article 1 and Exhibit 1 include the plural as well as the singular and the derivatives of such terms. Unless otherwise expressly stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection or other subdivision. Article, Section, Subsection and Attachment references refer to articles, sections and subsections of, and attachments to, this Agreement. The words “include” and “including” shall not be construed as terms of limitation. The words “day,” “month,” and “year” mean, respectively, calendar day, calendar month and calendar year. As stated in Section 21.3, the word “notice” and “notification” and their derivatives means notice or notification in writing. Other terms used in this Agreement are defined in the context in which they are used and have the meanings there indicated.

2.

CONTRACT DOCUMENTS

2.1

Associated Contract Documents.

This Agreement includes each of the following exhibits and their attachments, all of which are attached to this Agreement and incorporated into this Agreement by this reference. Unless otherwise expressly stated, references to (i) specific Exhibits include all numbered subsidiary attachments (e.g., references to Exhibit 3 include not only Exhibit 3, but also Attachments 3-A, 3-B, 3-C, etc.) and (ii) Exhibit 2 includes Exhibits 2.1 through 2.5 (i.e., all Statements of Work).