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                                                                    EXHIBIT 4.48

                              Warrant Certificate

 NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
  ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT
  TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR
   TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH
     RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND
 REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
        OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

No. FAC-1                                                          April 9, 2001

                         Certificate for 692,074 Shares

                        NOT EXERCISABLE AFTER 5:00 P.M.,
                        NEW YORK TIME, ON APRIL 9, 2006

                     PACIFIC AEROSPACE & ELECTRONICS, INC.

                   COMMON STOCK PURCHASE WARRANT CERTIFICATE

     THIS CERTIFIES that First Albany Corporation or its assigns is the holder
of this Warrant which represents the right to purchase 692,074 fully paid and
non-assessable shares of Common Stock, par value $.001 per share (the "Common
Stock"), of Pacific Aerospace & Electronics, Inc., a Washington corporation (the
"Company"), at an initial exercise price (the "Exercise Price") equal to $.4062
per share, at the times provided in the Warrant Agreement (as hereinafter
defined), by surrendering this Warrant Certificate, with the Election to
Purchase attached hereto duly executed and by paying in full the Exercise Price.
Payment of the Exercise Price may be made at the option of the holder hereof by
(i) cash, certified check or a wire transfer in same day funds in an amount
equal to the then applicable Exercise Price multiplied by the number of Warrant
Shares then being purchased, (ii) delivery to the Company of that number of
shares of Common Stock, duly endorsed, having an aggregate Fair Market Value
equal to the then applicable Exercise Price multiplied by the number of Warrant
Shares then being purchased or (iii) by any combination of (i) and (ii).  In the
alternative, the holder of a Warrant Certificate may exercise its right to
purchase some or all of the Warrant Shares subject to such Warrant Certificate,
on a net basis, such that, without the exchange of any funds, such holder
receives that number of Warrant Shares subscribed to pursuant to such Warrant
Certificate less that number of shares of Common Stock having an aggregate Fair
Market Value at the Date of Exercise equal to the aggregate Exercise Price that
would otherwise have been paid by such holder for the number of Warrant Shares
subscribed to pursuant to such Warrant Certificate.

     No Warrant may be exercised after 5:00 P.M., New York time, on April 9,
2006, (the "Expiration Date").  All Warrants evidenced hereby shall thereafter
become void, subject to the terms of the Warrant Agreement.

     Prior to the Expiration Date, subject to any applicable laws, rules or
regulations restricting transferability and to any restriction on
transferability that may appear on this Warrant Certificate and in accordance
with the terms of the Warrant Agreement, the holder shall be entitled to
transfer this Warrant Certificate, in whole or in part, upon surrender of this
Warrant Certificate to the Company with the Assignment on the reverse hereof.
Upon any such transfer, a new Warrant Certificate or Warrant Certificates
representing the same aggregate number of Warrants will be issued in accordance
with instructions in the form of assignment.

     Upon the exercise of less than all of the Warrants evidenced by this
Warrant Certificate, there shall be issued to the holder a new Warrant
Certificate in respect of the Warrants not exercised.

     Prior to the Expiration Date, the holder shall be entitled to exchange this
Warrant Certificate, with or without other Warrant Certificates, for another
Warrant Certificate or Warrant Certificates for the same aggregate number of
Warrants, upon surrender of this Warrant Certificate to the Company as set forth
in the Warrant
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Agreement. Upon certain events provided for in the Warrant Agreement, the
Exercise Price and the number of shares of Common Stock issuable upon the
exercise of each Warrant are required to be adjusted. No fractional shares will
be issued upon the exercise of Warrants. As to any final fraction of a share
which the holder of one or more Warrant Certificates, the rights under which are
exercised in the same transaction, would otherwise be entitled to purchase upon
such exercise, the Company shall pay the cash value thereof determined as
provided in the Warrant Agreement.

     This Warrant Certificate is issued under and in accordance with the Warrant
Agreement dated as of April 9, 2001 between the Company and the holder and is
subject to the terms and provisions contained in said Warrant Agreement, to all
of which terms and provisions the holder consents by acceptance hereof.  All
capitalized terms not defined herein shall have the meaning set forth in the
Warrant Agreement.

     This Warrant Certificate shall not entitle the holder to any of the rights
of a stockholder of the Company, including, without limitation, the right to
vote, to receive dividends and other distributions, or to attend or receive any
notice of meetings of stockholders or any other proceedings of the Company.

     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed under its facsimile Corporate Seal.


                      PACIFIC AEROSPACE & ELECTRONICS, INC.


                               By:     /s/ Donald A. Wright
                                       --------------------
                               Name:   Donald A. Wright
                               Title:  President and Chief Financial Officer

                               Attest:


                               By:     /s/ Sheryl A. Symonds
                                       ---------------------
                               Name:   Sheryl A. Symonds
                               Title:  Secretary
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Form of Election To Purchase

     The undersigned hereby irrevocably elects to exercise this Warrant with
respect to [________________] shares of Common Stock represented by this Warrant
Certificate and to purchase such shares of Common Stock issuable upon the
exercise of said Warrant, and requests that Certificates for such shares be
issued and delivered as follows:

ISSUE TO:  ____________________________________________________________________
                                    (NAME)

________________________________________________________________________________
                         (ADDRESS, INCLUDING ZIP CODE)

________________________________________________________________________________
                 (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO:  ___________________________________________________________________
                                    (NAME)

at  ____________________________________________________________________________
                         (ADDRESS, INCLUDING ZIP CODE)

     If the number of shares hereby purchased is less than all the shares
represented by this Warrant Certificate, the undersigned requests that a new
Warrant Certificate representing the number of full shares not exercised be
issued and delivered as set forth above.

     In full payment of the exercise price with respect to the shares purchased
and transfer taxes, if any, the undersigned hereby tenders payment of $______ by
(i) $_______ in cash, certified check or wire transfer in same day funds, (ii)
surrender to the Company of certificate no(s) ____________ representing ______
shares of Common Stock, (iii) a combination of (i) an (ii) or (iv) purchasing
the shares on a net basis such that the number of shares of Common Stock
otherwise receivable by the holder pursuant to the Warrants exercised shall be
reduced by the number of shares of Common Stock having an aggregate Fair Market
Value equal to the exercise price with respect to the number of shares
purchased.

Date:_________________, _____       __________________________________________
                                    Signature

                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Warrant Certificate.)

                                    PLEASE INSERT SOCIAL SECURITY OR TAX I.D.
                                    NUMBER OF HOLDER

                                    __________________________________________
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Assignment

     FOR VALUE RECEIVED, the undersigned hereby irrevocably sells, assigns and
transfers unto the Assignee named below all of the rights of the undersigned
represented by the within Warrant Certificate, with respect to the number of
shares set forth below:

   Name of Assignee                Address                    No. of Shares
   ----------------                -------                    -------------

and does hereby irrevocably constitute and appoint ____________________________
______________________________, Attorney, to make such transfer on the books of
Pacific Aerospace & Electronics, Inc. maintained for that purpose, with full
power of substitution in the premises.

Date:_________________, _____       ________________________________________
                                    Signature