NEW CENTURY FINANCIAL CORP
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>a2029651zex-10_6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>

<PAGE>

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY, THIS WARRANT
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT (I) AN OPINION OF
COUNSEL SATISFACTORY TO NEW CENTURY FINANCIAL CORPORATION THAT SUCH SALE,
TRANSFER OR OTHER DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR (II) SUCH
REGISTRATION.


                        NEW CENTURY FINANCIAL CORPORATION

                                     WARRANT
                                   TO PURCHASE
                             SHARES OF COMMON STOCK

         For value received, U. S. Bank National Association, its successors or
assigns ("Holder"), is entitled to purchase from New Century Financial
Corporation, a Delaware corporation (the "Company"), Eighteen Thousand Seven
Hundred Fifty (18,750) fully paid and nonassessable shares (the "Warrant
Shares") of the Company's common stock, $.01 par value per share (the "Common
Stock"), or such greater or lesser number of such shares as may be determined by
application of the anti-dilution provisions of this Warrant, at the price of
Eleven Dollars and Seventy-Five Cents ($11.75) per share, subject to adjustments
as noted below (the "Warrant Exercise Price"). This Warrant, dated October 30,
2000, is issued pursuant to Section 2.1(c) of the Warrant Issuance Agreement
dated as of April 28, 2000 by and between the Company and the initial Holder.

         This Warrant may be exercised in full or in part at any time or from
time to time after the date hereof and prior to the close of business on April
28, 2005.

         This Warrant is subject to the following terms and conditions:

         1.       EXERCISE.

         The rights represented by this Warrant may be exercised by the Holder,
in whole or in part, by written election in the form set forth below, by the
surrender of this Warrant (properly endorsed if required) at the principal
office of the Company and by payment to the Company by cash, certified check or
bank draft of the Warrant Exercise Price. The shares so purchased shall be
deemed to be issued as of the close of business on the date on which this
Warrant has been exercised by payment to the Company of the Warrant Exercise
Price. Certificates for the Warrant Shares so purchased, bearing an appropriate
restrictive legend, shall be delivered to the Holder within fifteen (15) days
after the rights represented by this Warrant shall have been so

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exercised, and, unless this Warrant has expired, a new warrant representing the
number of Warrant Shares, if any, with respect to which this Warrant has not
been exercised shall also be delivered to the Holder hereof within such time. No
fractional shares shall be issued upon the exercise of this Warrant.

         2. WARRANT SHARES. All Warrant Shares that may be issued upon the
exercise of the rights represented by this Warrant shall, upon issuance, be duly
authorized and issued, fully paid and nonassessable shares. During the period
within which the rights represented by this Warrant may be exercised, the
Company shall at all times have authorized and reserved for the purpose of issue
or transfer upon exercise of the subscription rights evidenced by this Warrant a
sufficient number of shares of its Common Stock to provide for the exercise of
the rights represented by this Warrant.

     3. ADJUSTMENT. The Warrant shall be subject to adjustment from time to time
as hereinafter provided in this Section 3:

                  (a) If the Company at any time divides the outstanding shares
         of its Common Stock into a greater number of shares (whether pursuant
         to a stock split, stock dividend or otherwise), and conversely, if the
         outstanding shares of its Common Stock are combined into a smaller
         number of shares, or if the Company effects a transaction that has a
         similar effect, the Warrant Exercise Price in effect immediately prior
         to such division or combination shall be proportionately adjusted to
         reflect the reduction or increase in the value of each such common
         share.

                  (b) If any capital reorganization or reclassification of the
         capital stock of the Company, or consolidation or merger of the Company
         with another corporation, or the sale of all or substantially all of
         its assets to another corporation, or any other similar transaction
         shall be effected in such a way that holders of the Company's Common
         Stock shall be entitled to receive stock, securities or assets with
         respect to or in exchange for such Common Stock, then, as a condition
         of such reorganization, reclassification, consolidation, merger or
         sale, the holder of this Warrant shall have the right to purchase and
         receive upon the basis and upon the terms and conditions specified in
         this Warrant and in lieu of the shares of the Common Stock of the
         Company immediately theretofore purchasable and receivable upon the
         exercise of the rights represented hereby, such stock, securities or
         assets as would have been issued or delivered to the holder of this
         Warrant if it had exercised this Warrant and had received such shares
         of Common Stock prior to such reorganization, reclassification,
         consolidation, merger or sale. The Company shall not effect any such
         consolidation, merger or sale, unless prior to the consummation thereof
         the successor corporation (if other than the Company) resulting from
         such consolidation or merger or the corporation purchasing such assets
         shall assume by written instrument executed and mailed to the Holder at
         the last address of the Holder appearing on the books of the Company,
         the obligation to deliver to the Holder such shares of stock,
         securities or assets as, in accordance with the foregoing provisions,
         the Holder may be entitled to purchase.

                                       -2-
<PAGE>

                  (c) Upon each adjustment of the Warrant Exercise Price, the
         Holder shall thereafter be entitled to purchase, at the Warrant
         Exercise Price resulting from such adjustment, the number of shares
         obtained by multiplying the Warrant Exercise Price in effect
         immediately prior to such adjustment by the number of shares
         purchasable pursuant hereto immediately prior to such adjustment and
         dividing the product thereof by the Warrant Exercise Price resulting
         from such adjustment.

                  (d) Upon any adjustment of the Warrant Exercise Price, the
         Company shall give written notice thereof, by first class mail, postage
         prepaid, addressed to the Holder at the address of the Holder as shown
         on the books of the Company, which notice shall state the Warrant
         Exercise Price resulting from such adjustment and the increase or
         decrease, if any, in the number of shares purchasable at such price
         upon the exercise of this Warrant, setting forth in reasonable detail
         the method of calculation and the facts upon which such calculation is
         based.

     4. NO RIGHTS AS SHAREHOLDER. This Warrant shall not entitle the Holder to
any voting rights or other rights as a shareholder of
the Company.

         5.       ADDITIONAL RIGHT TO CONVERT WARRANT.

         (a) The Holder of this Warrant shall have the right to require the
Company to convert this Warrant (the "Conversion Right") at any time after it is
exercisable, but prior to its expiration, into shares of the Company's Common
Stock as provided for in this Section 5. Upon exercise of the Conversion Right,
the Company shall deliver to the Holder (without payment to the Company of the
Warrant Exercise Price) that number of shares of the Company's Common Stock
equal to the quotient obtained by dividing (x) the value of the Warrant at the
time the Conversion Right is exercised (determined by subtracting the Warrant
Exercise Price for a Warrant Share in effect immediately prior to the exercise
of the Conversion Right from the Fair Market Value of a Warrant Share
immediately prior to the date of the exercise of the Conversion Right and
multiplying that number by the number of Warrant Shares for which the Conversion
Right is being exercised) by (y) the Fair Market Value of a Warrant Share
immediately prior to the date of exercise of the Conversion Right.

         (b) The Conversion Right may be exercised by the Holder, at any time or
from time to time, prior to the expiration of the Warrant, on any business day
by delivering a written notice in the form attached hereto (the "Conversion
Notice") to the Company at the offices of the Company stating that the Holder
desires to exercise the Conversion Right and specifying (i) the total number of
shares with respect to which the Conversion Right is being exercised and (ii) a
place and date not less than five or more than 20 business days from the date of
the Conversion Notice for the closing of such purchase.

         (c) At any closing under Section 5(b) hereof, (i) the Holder will
surrender the Warrant and (ii) the Company will deliver to the Holder (A) a
certificate or certificates for the number of shares of the Company's Common
Stock issuable upon such conversion, together with cash, in lieu of any fraction
of a share and (B) a new warrant representing the number of shares, if any, with
respect to which the Warrant shall not have been exercised.

                                       -3-
<PAGE>

         (d) For purposes of this Section 5, Fair Market Value of a Warrant
Share as of a particular date (the "Determination Date") shall mean:

                  (i) If the Company's Common Stock is traded on an exchange or
         is quoted on Nasdaq, then the average closing or last sale prices,
         respectively, reported for the ten (10) business days immediately
         preceding the Determination Date, and

                  (ii) If the Company's Common Stock is not traded on an
         exchange or on Nasdaq but is traded on the over-the-counter market,
         then the average closing bid and asked prices reported for the ten (10)
         business days immediately preceding the Determination Date.

     6. TRANSFER. Subject to the requirements of federal and state securities
laws, this Warrant and all rights hereunder are transferable, in whole or in
part, at the principal office of the Company by the holder hereof in person or
by duly authorized attorney, upon surrender of this Warrant properly endorsed.
The bearer of this Warrant, when endorsed, may be treated by the Company and all
other persons dealing with this Warrant as the absolute owner hereof for any
purpose and as the person entitled to exercise the rights represented by this
Warrant, or to the transfer hereof on the books of the Company, any notice to
the contrary notwithstanding; but until such transfer on such books, the Company
may treat the registered owner hereof as the owner for all purposes. The Company
shall not be required to pay any tax or other charge imposed in connection with
the transfer of this Warrant, and the Company shall not be required to issue or
deliver any stock certificate hereunder, until such tax or other charge has been
paid or it has been established to the Company's satisfaction that no tax or
other charge is due.

     7. REGISTRATION RIGHTS. Holder shall be entitled to the registration rights
as set forth in the Amended and Restated Registration Rights
Agreement dated as of April 28, 2000, subject to the limitations and
restrictions set forth in Section 9 thereof.

     8. WRITING. This Warrant may not be changed, waived, discharged or
terminated orally but only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or termination
is sought.

     The Holder, by its acceptance hereof, represents, warrants, covenants and
agrees that the Warrant and Warrant Shares are being acquired for investment for
the Holder's own account and not with a view to the distribution thereof, and
that absent an effective registration statement under the Securities Act of
1933, as amended, covering the disposition of this Warrant or the Warrant
Shares, they will not be sold, transferred, assigned, hypothecated or otherwise
disposed of without first providing the Company with evidence satisfactory to
the Company, including, at the Company's discretion, an opinion of counsel,
satisfactory to the Company, to the effect that such sale, transfer, assignment,
hypothecation or other disposal will be exempt from the registration and
prospectus delivery requirements of applicable federal and state securities laws
and regulations; and the Holder consents to the Company making a notation in its
records or giving to any transfer agent of this Warrant or the Warrant Shares an
order to implement such restriction on transferability.



                                       -4-
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and
delivered by a duly authorized officer.

Dated:  October 30, 2000


                                   NEW CENTURY FINANCIAL
                                    CORPORATION


                                   By  /s/ Robert K. Cole
                                      ---------------------------------------
                                      Chief Exectuvie Officer


                                       -5-
<PAGE>


                                WARRANT EXERCISE

                  (To be signed only upon exercise of Warrant)

     The undersigned, the Holder of the foregoing Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, _________ of the shares of Common Stock of New Century
Financial Corporation, to which such Warrant relates and herewith makes payment
of $_________ therefor in cash, certified check or bank draft and requests that
the certificates for such shares be issued in the name of, and be delivered to
_______________________, whose address is set forth below the signature of the
undersigned.


Dated:
        --------------------------------


                                       --------------------------------
                                       Signature


                                       --------------------------------

                                       --------------------------------

                                       --------------------------------
                                       [Print Name and Address of Holder above]



If shares are to be issued             Social Security or other
other than to Holder:                  Tax Identification No.


--------------------------------       --------------------------------

--------------------------------

--------------------------------
[Print Name and Address of Holder above]


                                       -6-
<PAGE>



                               WARRANT ASSIGNMENT

                  (To be signed only upon exercise of Warrant)

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________ the right represented by the foregoing Warrant to purchase
the shares of Common Stock of New Century Financial Corporation, to which such
Warrant relates and appoints ____________________ attorney to transfer such
right on the books of New Century Financial Corporation, with full power of
substitution in the premises.


Dated:
        --------------------------------


                                       --------------------------------
                                       Signature


                                       --------------------------------

                                       --------------------------------

                                       --------------------------------
                                       [Print Name and Address of Holder above]



If shares are to be issued             Social Security or other
other than to Holder:                  Tax Identification No.


--------------------------------       --------------------------------

--------------------------------

--------------------------------
[Print Name and Address of Holder above]


                                       -7-
<PAGE>



                            WARRANT CONVERSION NOTICE

      (To be signed only upon conversion of Warrant pursuant to Section 5)

     The undersigned, the Holder of the foregoing Warrant, hereby irrevocably
elects to exercise the Conversion Right as provided for in Section 5 of the
foregoing Warrant, with respect to ________ of the previously unexercised
shares, which shall result pursuant to the conversion provisions of Section 5 in
the purchase thereunder of _______ shares of Common Stock of New Century
Financial Corporation, and herewith tenders the Warrant in full payment for the
purchased shares, as provided for in Section 5 of the foregoing Warrant. If said
number of shares shall not be all the shares purchasable under the Warrant, a
new warrant is to be issued in the name of the undersigned for the remaining
balance of the unexercised shares. The undersigned hereby requests that the
certificates for such shares be issued in the name of, and be delivered to
_________________ whose address is set forth below the signature of the
undersigned.


Dated:
        --------------------------------


                                       --------------------------------
                                       Signature


                                       --------------------------------

                                       --------------------------------

                                       --------------------------------
                                       [Print Name and Address of Holder above]



If shares are to be issued             Social Security or other
other than to Holder:                  Tax Identification No.


--------------------------------       --------------------------------

--------------------------------

--------------------------------
[Print Name and Address of Holder above]


                                       -8-
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</DOCUMENT>
