NEW CENTURY FINANCIAL CORP
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>3
<FILENAME>a20340exv10w8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.8

                                 AMENDMENT NO. 2
                         TO MASTER REPURCHASE AGREEMENT

          AMENDMENT NO. 2, dated as of March 30, 2006 (this "Amendment"), to
that certain Master Repurchase Agreement, dated as of December 12, 2005 (as
previously amended, restated, supplemented or otherwise modified, the "Existing
Repurchase Agreement"; as modified hereby and as further amended, restated,
supplemented or otherwise modified and in effect from time to time, the
"Repurchase Agreement"), by and among NC CAPITAL CORPORATION, NEW CENTURY
MORTGAGE CORPORATION, NC ASSET HOLDING, L.P. (successor by conversion to NC
Residual II Corporation), HOME123 CORPORATION and NEW CENTURY CREDIT CORPORATION
(collectively, the "Sellers", each, a "Seller"), MORGAN STANLEY BANK ("MSB") and
MORGAN STANLEY MORTGAGE CAPITAL INC. ("MSMCI", together with MSB, collectively,
the "Buyers", each, a "Buyer", and as the agent for the Buyers, in such
capacity, the "Agent"). Capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Existing Repurchase Agreement.
Unless otherwise stated, all article and section references used herein refer to
the corresponding parts of the Existing Repurchase Agreement.

                                    RECITALS

          The Sellers, the Buyers and the Agent are parties to the Existing
Repurchase Agreement.

          The Sellers, the Buyers and the Agent have agreed, subject to the
terms and conditions hereof, that the Existing Repurchase Agreement shall be
modified as 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 Sellers, the Buyers and the Agent hereby agree as follows:

          SECTION 1. Amendments.

          1.1 The definition of "Applicable Pricing Spread" in Section 1.01 is
hereby modified by deleting the table set forth therein in its entirety and
inserting the following table in lieu thereof:

<TABLE>
<CAPTION>
Type of Eligible Mortgage Loan          Applicable Pricing Spread
------------------------------   ---------------------------------------
<S>                              <C>
Unseasoned Mortgage Loan                          0.50%
Performing Aged Loan                              0.90%
Second Lien Mortgage Loan                         0.50%
30+ Delinquent Mortgage Loan                      1.00%
60+ Delinquent Mortgage Loan                      1.00%
Defaulted Mortgage Loan                           1.45%
Wet-Ink Mortgage Loan                             0.50%
Discretionary Mortgage Loan      the applicable pricing spread specified
                                 by the Agent one (1) Business Day prior
                                     to the applicable Purchase Date
</TABLE>

<PAGE>

          1.2 The definition of "Applicable Purchase Rate" in Section 1.01 is
hereby modified by deleting the table set forth therein in its entirety and
inserting the following table in lieu thereof:

<TABLE>
<CAPTION>
Type of Eligible Mortgage Loan            Applicable Purchase Rate
------------------------------   ------------------------------------------
<S>                              <C>
Unseasoned Mortgage Loan                             98%
Performing Aged Loan                                 95%
Second Lien Mortgage Loan                            98%
30+ Delinquent Mortgage Loan                         85%
60+ Delinquent Mortgage Loan                         75%
Wet-Ink Mortgage Loan                                98%
Defaulted Mortgage Loan                 the applicable BPO Percentage
Discretionary Mortgage Loan      the applicable percentage specified by the
                                   Agent one (1) Business Day prior to the
                                           applicable Funding Date
</TABLE>

          1.3 Section 1.01 is hereby modified by inserting in proper
alphabetical order the following new defined term:

               "'Performing Aged Loan' shall mean a non-Delinquent Eligible
     Mortgage Loan subject to a Transaction pursuant to this Agreement which has
     not been repurchased by the related Seller within 180 days from the
     Purchase Date."

          1.4 The definition of "Recognized Value" in Section 1.01 is hereby
modified by inserting the following subpart after subpart (a)(xvi):

               "(xvii) the aggregate Purchase Price of the Purchased Loans which
     are Performing Aged Loans shall at no time exceed $100,000,000; provided,
     that, at no time shall the aggregate Purchase Price of the Purchased Loans
     which are Performing Aged Loans exceed 10% of the aggregate Purchase Price
     of all Purchased Loans; and"

          1.5 The definition of "Recognized Value" in Section 1.01 is hereby
modified by deleting subpart (b)(viii) in its entirety and inserting the
following subpart in lieu thereof:

               "(viii) (except for Performing Aged Loans) which has not been
     repurchased by the Sellers within 180 days from the Purchase Date; and"

          1.6 Part I of Schedule 1 is hereby modified by deleting subpart (qq)
in its entirety and inserting the following subpart in lieu thereof:

               "(qq) Origination Date. Each Purchased Loan that is not a
     Performing Aged Loan, a Defaulted Mortgage Loan or a Discretionary Mortgage
     Loan was originated within 120 days prior to the related Purchase Date and
     each Purchased Loan that is a Defaulted Mortgage Loan was originated within
     twelve (12) months prior to the related Purchase Date."


                                       -2-

<PAGE>

          SECTION 2. Conditions Precedent. This Amendment shall become effective
on the first date (the "Amendment Effective Date") on which all of the following
conditions precedent shall have been satisfied:

          2.1 Delivered Documents. On the Amendment Effective Date, the Agent
shall have received all of the following documents, each of which shall be
satisfactory to the Agent in form and substance:

          (a) Amendment. This Amendment, executed and delivered by a duly
authorized officer of each of the Sellers, the Buyers and the Agent;

          (b) Other Documents. Such other documents as the Agent or counsel to
the Agent may reasonably request.

          2.2 No Default. On the Amendment Effective Date, (i) each Seller shall
be in compliance with all of the terms and provisions set forth in the Existing
Repurchase Agreement on its part to be observed or performed, (ii) all of the
representations and warranties made and restated by each Seller pursuant to
Section 3 of this Amendment shall be true and complete on and as of such date
with the same force and effect as if made on and as of such date and (iii) no
Default or Event of Default shall have occurred and be continuing on such date.

          SECTION 3. Representations and Warranties. Each Seller hereby
represents and warrants to the Agent and the Buyers that it is in compliance
with all of the terms and provisions set forth in the Repurchase Documents on
its part to be observed or performed and that no Default or Event of Default has
occurred or is continuing. Each Seller hereby confirms and reaffirms the
representations and warranties contained in Section 6 of the Repurchase
Agreement.

          SECTION 4. Limited Effect. Except as expressly modified by this
Amendment, the Existing Repurchase Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms; provided,
however, that upon the Amendment Effective Date, all references therein and
herein to the "Repurchase Documents" shall be deemed to include, in any event,
this Amendment and each reference to the Repurchase Agreement in any of the
Repurchase Documents shall be deemed to be a reference to the Existing
Repurchase Agreement as modified hereby.

          SECTION 5. Counterparts. This Amendment may be executed by each of the
parties hereto on any number of separate counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
instrument. Delivery of an executed signature page of this Amendment in Portable
Document Format (PDF) or by facsimile transmission shall be effective as
delivery of an executed original counterpart of this Amendment.

          SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                               [SIGNATURES FOLLOW]


                                       -3-

<PAGE>

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

                                        SELLERS

                                        NC CAPITAL CORPORATION


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


                                        NEW CENTURY MORTGAGE CORPORATION


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


                                        NC ASSET HOLDING, L.P.

                                        By: NC DELTEX, LLC, its general partner

                                        By: NC Capital Corporation, its sole
                                            member and manager


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


                                        HOME123 CORPORATION


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

<PAGE>

                                        NEW CENTURY CREDIT CORPORATION


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

<PAGE>

                                        MORGAN STANLEY BANK, as a Buyer


                                        By: /s/ Deborah Goodman
                                            ------------------------------------
                                        Name: Deborah Goodman
                                        Title: VP


                                        MORGAN STANLEY MORTGAGE CAPITAL INC.,
                                        as a Buyer and as the Agent


                                        By: /s/ Andrew Neuberger
                                            ------------------------------------
                                        Name: Andrew Neuberger
                                        Title: VP
</TEXT>
</DOCUMENT>
