<PAGE>

                                                                    Exhibit 4.33


                                                               Warrant No. RCG 1


NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

                     PACIFIC AEROSPACE & ELECTRONICS, INC.

                                    WARRANT
                                    -------

                                                            Dated: July 27, 2000

     Pacific Aerospace & Electronics, Inc., a Washington corporation (the
"Company"), hereby certifies that, for value received, Rochon Capital Group,
Ltd., or its registered assigns ("Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company up to a total of 79,150 shares of
common stock, $.001 par value per share (the "Common Stock"), of the Company
(each such share, a "Warrant Share" and all such shares, the "Warrant Shares")
at an exercise price equal to $1.7688 per share (as adjusted from time to time
as provided in Section 8, the "Exercise Price"), at any time and from time to
time from and after the date hereof and through and including July 26, 2004 (the
"Expiration Date"), and subject to the following terms and conditions:

          1.  Registration of Warrant.  The Company shall register this Warrant,
              -----------------------
upon records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder and for all other purposes and the Company shall not be affected by
notice to the contrary.

                                      -1-
<PAGE>

          2.   Registration of Transfers and Exchanges.
               ---------------------------------------

               (a)  This Warrant and all rights hereunder are freely
transferable, in whole or in part, without restriction, upon surrender of this
Warrant with a properly executed assignment at the principal offices of the
Company, subject to applicable federal and state securities law. The Company
shall register the transfer of any portion of this Warrant in the Warrant
Register, upon surrender of this Warrant, with the Form of Assignment attached
hereto duly completed and signed, to the Company at its address for notice set
forth in Section 12. Upon any such registration or transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance of such transferee of all of the rights and
obligations of a holder of a Warrant.

               (b)  This Warrant is exchangeable, upon the surrender hereof by
the Holder to the office of the Company at its address for notice set forth in
Section 12 for one or more New Warrants, evidencing in the aggregate the right
to purchase the number of Warrant Shares which may then be purchased hereunder.
Any such New Warrant will be dated the date of such exchange.

          3.   Duration and Exercise of Warrants.
               ---------------------------------

               (a)  This Warrant shall be exercisable by the registered Holder
on any business day before 5:00 p.m. Pacific Standard time, at any time and from
time to time on or after the date hereof to and including the Expiration Date.
At 5:00 p.m. Pacific Standard time on the Expiration Date, the portion of this
Warrant not exercised prior thereto shall be and become void and of no value.
Prior to the Expiration Date, the Company may not call or otherwise redeem this
Warrant.

               (b)  Upon delivery of a duly completed and signed Form of
Election to Purchase attached hereto duly completed and signed, to the Company
at its address for notice set forth in Section 12 and upon payment of the
Exercise Price multiplied by the number of Warrant Shares that the Holder
intends to purchase hereunder, in the manner provided hereunder, all as
specified by the Holder in the Form of Election to Purchase, the Company shall
promptly (but in no event later than 5 business days after the Date of Exercise
(as defined herein)) issue or cause to be issued and cause to be delivered to or
upon the written order of the Holder and in such name or names as the Holder may
designate, a certificate for the Warrant Shares issuable upon such exercise with
the appropriate legend. Any person so designated by the Holder to receive
Warrant Shares shall be deemed to have become holder of record of such Warrant
Shares as of the Date of Exercise of this Warrant. The Company shall, upon
request of the Holder, if available, use its best efforts to deliver

                                      -2-
<PAGE>

Warrant Shares hereunder electronically through the Depository Trust Corporation
or another established clearing corporation performing similar functions,
provided that the Company may, but will not be required to, change its transfer
--------
agent if its current transfer agent cannot deliver Warrant Shares electronically
through the Depository Trust Corporation.

               A  "Date of Exercise" means the date on which the Holder shall
have delivered to the Company (i) the Form of Election to Purchase completed and
duly signed, and (ii) payment of the Exercise Price (if applicable) for the
number of Warrant Shares so indicated by the Holder to be purchased.

               (c)  The Holder hereof may exercise this Warrant, in part, by the
surrender of this Warrant (with the exercise form attached hereto duly
executed), but may not exercise more than 20% of the original Warrant Shares in
any 30 Calendar-day period.

          4.   Registration Rights. This Warrant and the Warrant Shares are
               -------------------
entitled to the benefits and subject to the terms of the Registration Rights
Agreement dated on or about the date hereof between the Company and the Holders
listed on the signature pages thereof (as amended from time to time, the
"Registration Rights Agreement"), notwithstanding the fact that the Holder of
this Warrant was not or may not in the future be a signatory to the Registration
Rights Agreement or a named or intended beneficiary thereof.  The Company shall
keep or cause to be kept a copy of the Registration Rights Agreement, and any
amendments thereto, at its chief executive office and shall furnish, without
charge, copies thereof to the Holder upon request.  The Registration Rights
Agreement is hereby incorporated by reference as though set forth in full herein
and the Holder of this Warrant shall be entitled to all the benefits of the
Registration Rights Agreement as though such Holder were a party thereto.  For
the avoidance of doubt, it is the Company's intention to register for resale the
Common Stock underlying this Warrant, on behalf of the Holder, as soon as
practicable after the date hereof.  To the extent that the Company is precluded
from including the Holder's Warrant Shares in the registration statement
referred to in the Registration Rights Agreement, the Company shall file a
separate registration statement on behalf of the Holder as soon as practicable
after the date hereof and the Registration Rights Agreement shall otherwise
remain fully applicable to this Warrant.  The Company will pay all registration
expenses in connection therewith.  The Holder's registration rights shall
continue for the period set forth in the Registration Rights Agreement.  The
parties understand that there are a number of provisions in the Registration
Rights Agreement that are not applicable to this Warrant because they relate
solely to the transaction with the signatories of the Registration Rights
Agreement.

          5.   Payment of Taxes.  The Company will pay all documentary stamp
               ----------------
taxes attributable to the issuance of Warrant Shares upon the exercise of this
Warrant; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or Warrants in a name other than that of
the Holder.  The Holder shall be responsible for all other tax liability that
may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.

                                      -3-
<PAGE>

          6.   Replacement of Warrant.  If this Warrant is mutilated, lost,
               ----------------------
stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and
substitution for this Warrant, a New Warrant, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction and
indemnity, if requested, satisfactory to it.  Applicants for a New Warrant under
such circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable charges as the Company may prescribe.

          7.   Reservation of Warrant Shares.  The Company covenants that it
               -----------------------------
will at all times reserve and keep available out of the aggregate of its
authorized but unissued Common Stock, solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein provided, the
number of Warrant Shares which are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other actual
contingent purchase rights of persons other than the Holder (taking into account
the adjustments and restrictions of Section 8). The Company covenants that all
Warrant Shares that shall be so issuable and deliverable shall, upon issuance
and the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable.

          8.   Certain Adjustments.  The Exercise Price and number of Warrant
               -------------------
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 8.  Upon each such adjustment of the
Exercise Price pursuant to this Section 8, the Holder shall thereafter prior to
the Expiration Date be entitled to purchase, at the Exercise Price resulting
from such adjustment, the number of Warrant Shares obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

               (a)  If the Company, at any time while this Warrant is
outstanding, (i) shall pay a stock dividend (except scheduled dividends paid on
preferred stock which contain a stated dividend rate) or otherwise make a
distribution or distributions on shares of its Common Stock or on any other
class of capital stock payable in shares of Common Stock, (ii) subdivide
outstanding shares of Common Stock into a larger number of shares, or (iii)
combine outstanding shares of Common Stock into a smaller number of shares, the
Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock (excluding treasury shares, if any)
outstanding before such event and of which the denominator shall be the number
of shares of Common Stock (excluding treasury shares, if any) outstanding after
such event. Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision or combination, and shall
apply to successive subdivisions and combinations.

                                      -4-
<PAGE>

               (b)  In case of any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is converted into
other securities, cash or property, then the Holder shall have the right
thereafter to exercise this Warrant only into the shares of stock and other
securities and property receivable upon or deemed to be held by holders of
Common Stock following such reclassification or share exchange, and the Holder
shall be entitled upon such event to receive such amount of securities or
property equal to the amount of Warrant Shares such Holder would have been
entitled to had such Holder exercised this Warrant immediately prior to such
reclassification or share exchange.  The terms of any such reclassification or
share exchange shall include such terms so as to continue to give to the Holder
the right to receive the securities or property set forth in this Section 8(b)
upon any exercise following any such reclassification or share exchange.

               (c)  If the Company, at any time while this Warrant is
outstanding, shall distribute to all holders of Common Stock (and not to holders
of this Warrant) evidences of its indebtedness or assets or rights or warrants
to subscribe for or purchase any security (excluding those referred to in
Sections 8(a) and (b) and excluding any shareholder rights to subscribe for
shares of the Company's Common Stock issuable to holders of the Common Stock
upon adoption by the Company of a shareholder rights plan ), then in each such
case the Exercise Price shall be determined by multiplying the Exercise Price in
effect immediately prior to the record date fixed for determination of
stockholders entitled to receive such distribution by a fraction of which the
denominator shall be the Exercise Price determined as of the record date
mentioned above, and of which the numerator shall be such Exercise Price on such
record date less the then fair market value at such record date of the portion
of such assets or evidence of indebtedness so distributed applicable to one
outstanding share of Common Stock as determined by the Company's independent
certified public accountants that regularly examines the financial statements of
the Company (an "Appraiser").

               (d)  In case of any (1) merger or consolidation of the Company
with or into another Person, or (2) sale by the Company of more than one-half of
the assets of the Company (on a book value basis) in one or a series of related
transactions, the Holder shall have the right thereafter to (A) exercise this
Warrant for the shares of stock and other securities, cash and property
receivable upon or deemed to be held by holders of Common Stock following such
merger, consolidation or sale, and the Holder shall be entitled upon such event
or series of related events to receive such amount of securities, cash and
property as the Common Stock for which this Warrant could have been exercised
immediately prior to such merger, consolidation or sales would have been
entitled or (B) in the case of a merger or consolidation, (x) require the
surviving entity to issue common stock purchase warrants equal to the number
Warrant Shares to which this Warrant then permits, which newly warrant shall be
identical to this Warrant, and (y) simultaneously with the issuance of such
warrant, the Holder of such warrant shall have the right to exercise such
warrant only into shares of stock and other securities, cash and property
receivable upon or deemed to be held by holders of Common Stock following such
merger or consolidation. In the case of clause (B), the exercise price for such
new warrant shall be based upon the amount of securities, cash and

                                      -5-
<PAGE>

property that each share of Common Stock would receive in such transaction and
the Exercise Price of this Warrant immediately prior to the effectiveness or
closing date for such transaction. The terms of any such merger, sale or
consolidation shall include such terms so as continue to give the Holder the
right to receive the securities, cash and property set forth in this Section
upon any conversion or redemption following such event. This provision shall
similarly apply to successive such events.

               (e)  For the purposes of this Section 8, the following clauses
shall also be applicable:

                    (i)  Record Date.  In case the Company shall take a record
                         -----------
of the holders of its Common Stock for the purpose of entitling them to receive
a dividend or other distribution payable in Common Stock or in securities
convertible or exchangeable into shares of Common Stock, then such record date
shall be deemed to be the date of the issue or sale of the shares of Common
Stock deemed to have been issued or sold upon the declaration of such dividend
or the making of such other distribution or the date of the granting of such
right of subscription or purchase, as the case may be.

                    (ii) Treasury Shares.  The number of shares of Common Stock
                         ---------------
outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any such shares shall be
considered an issue or sale of Common Stock.

               (f)  All calculations under this Section 8 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.

               (g)  Whenever the Exercise Price is adjusted pursuant to Section
8(c) above, the Holder, after receipt of the determination by the Appraiser,
shall have the right to select an additional appraiser (which shall be a
nationally recognized accounting firm), in which case the adjustment shall be
equal to the average of the adjustments recommended by each of the Appraiser and
such appraiser. The Holder shall promptly mail or cause to be mailed to the
Company, a notice setting forth the Exercise Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment. Such
adjustment shall become effective immediately after the record date mentioned
above.

                    (h)  If:

                              (i)  the Company shall declare a dividend (or any
                                   other distribution) on its Common Stock; or

                              (ii) the Company shall declare a special
                                   nonrecurring cash dividend on or a redemption
                                   of its Common Stock; or

                                      -6-
<PAGE>

                              (iii) the Company shall authorize the granting to
                                    all holders of the Common Stock rights or
                                    warrants to subscribe for or purchase any
                                    shares of capital stock of any class or of
                                    any rights; or

                              (iv)  the approval of any stockholders of the
                                    Company shall be required in connection with
                                    any reclassification of the Common Stock,
                                    any consolidation or merger to which the
                                    Company is a party, any sale or transfer of
                                    all or substantially all of the assets of
                                    the Company, or any compulsory share
                                    exchange whereby the Common Stock is
                                    converted into other securities, cash or
                                    property; or

                              (v)   the Company shall authorize the voluntary
                                    dissolution, liquidation or winding up of
                                    the affairs of the Company,

then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register, at least 20 calendar days prior
to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding up; provided, however, that the failure to mail such notice or any
               --------  -------
defect therein or in the mailing thereof shall not affect the validity of the
corporate action required to be specified in such notice.

          9.   Payment of Exercise Price.  The Holder shall pay the Exercise
               -------------------------
Price in one of the following manners:

               (a)  Cash Exercise.  The Holder may deliver immediately available
                    -------------
funds; or
               (b)  Cashless Exercise. The Holder may surrender this Warrant to
                    -----------------
the Company together with a notice of cashless exercise, in which event the
Company shall issue to the Holder the number of Warrant Shares determined as
follows:

                                      -7-
<PAGE>

                    X = Y [(A-B)/A]
     where:
                    X = the number of Warrant Shares to be issued to the Holder.

                    Y = the number of Warrant Shares with respect to which this
                    Warrant is being exercised.

                    A = the closing sale price of the Common Stock on the
                    trading day immediately prior to the Date of Exercise.

                    B = the Exercise Price.

For the avoidance of doubt, for illustration purposes, and by way of example
only, if the Holder faxes a Notice of Exercise to the Company on Thursday,
December 21/th/, then the applicable closing sale price shall be the closing
price per share of the Common Stock on Wednesday, December 20/th/. For purposes
of Rule 144 promulgated under the Securities Act, it is intended, understood and
acknowledged, subject to changes in applicable regulations or SEC
interpretations thereof, that the Warrant Shares issued in a cashless exercise
transaction shall be deemed to have been acquired by the Holder, and the holding
period for the Warrant Shares shall be deemed to have been commenced, on the
issue date.

          10.  Certain Exercise Restrictions.
               -----------------------------

               (a)  A Holder may not exercise this Warrant to the extent such
exercise would result in the Holder, together with any affiliate thereof,
beneficially owning (as determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
                                                  ------------
promulgated thereunder) in excess of 4.999% of the then issued and outstanding
shares of Common Stock, including shares issuable upon such exercise and held by
such Holder after application of this Section. Since the Holder will not be
obligated to report to the Company the number of shares of Common Stock it may
hold at the time of an exercise hereunder, unless the exercise at issue would
result in the issuance of shares of Common Stock in excess of 4.999% of the then
outstanding shares of Common Stock without regard to any other shares which may
be beneficially owned by the Holder or an affiliate thereof, the Holder shall
have the authority and obligation to determine whether the restriction contained
in this Section will limit any particular exercise hereunder and to the extent
that the Holder determines that the limitation contained in this Section
applies, the determination of which portion of this Warrant is exercisable shall
be the responsibility and obligation of the Holder. If the Holder has delivered
a Form of Election to Purchase for a number of Warrant Shares that, without
regard to any other shares that the Holder or its affiliates may beneficially
own, would result in the issuance in excess of the permitted amount hereunder,
the Company shall notify the Holder of this fact and shall honor the exercise
for the maximum portion of this Warrant permitted to be exercised on such Date
of Exercise in accordance with the periods described herein and, at the option
of the Holder, either keep the portion of the

                                      -8-
<PAGE>

Warrant tendered for exercise in excess of the permitted amount hereunder for
future exercises or return such excess portion of the Warrant to the Holder. The
provisions of this Section may be waived by a Holder (but only as to itself and
not to any other Holder) upon not less than 61 days prior notice to the Company.
Other Holders shall be unaffected by any such waiver.

               (b)  A Holder may not exercise this Warrant to the extent such
exercise would result in the Holder, together with any affiliate thereof,
beneficially owning (as determined in accordance with Section 13(d) of the
Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the
then issued and outstanding shares of Common Stock, including shares issuable
upon such exercise and held by such Holder after application of this Section.
Since the Holder will not be obligated to report to the Company the number of
shares of Common Stock it may hold at the time of an exercise hereunder, unless
the exercise at issue would result in the issuance of shares of Common Stock in
excess of 9.999% of the then outstanding shares of Common Stock without regard
to any other shares which may be beneficially owned by the Holder or an
affiliate thereof, the Holder shall have the authority and obligation to
determine whether the restriction contained in this Section will limit any
particular exercise hereunder and to the extent that the Holder determines that
the limitation contained in this Section applies, the determination of which
portion of this Warrant is exercisable shall be the responsibility and
obligation of the Holder. If the Holder has delivered a Form of Election to
Purchase for a number of Warrant Shares that, without regard to any other shares
that the Holder or its affiliates may beneficially own, would result in the
issuance in excess of the permitted amount hereunder, the Company shall notify
the Holder of this fact and shall honor the exercise for the maximum portion of
this Warrant permitted to be exercised on such Date of Exercise in accordance
with the periods described herein and, at the option of the Holder, either keep
the portion of the Warrant tendered for exercise in excess of the permitted
amount hereunder for future exercises or return such excess portion of the
Warrant to the Holder. The provisions of this Section may be waived by a Holder
(but only as to itself and not to any other Holder) upon not less than 61 days
prior notice to the Company. Other Holders shall be unaffected by any such
waiver.

          11.  Fractional Shares.  The Company shall not be required to issue or
               -----------------
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant Shares which shall be issuable upon the exercise of
this Warrant shall be computed on the basis of the aggregate number of Warrant
Shares purchasable on exercise of this Warrant so presented.  If any fraction of
a Warrant Share would, except for the provisions of this Section, be issuable on
the exercise of this Warrant, the Company shall pay an amount in cash equal to
the Exercise Price multiplied by such fraction.

          12.  Notices.  Any and all notices or other communications or
               -------
deliveries hereunder shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified in this
Section prior to 5:00 p.m. (Pacific Standard time) on a business day (with
confirmation of transmission), (ii) the business day after the date of
transmission, if such notice or

                                      -9-
<PAGE>

communication is delivered via facsimile at the facsimile telephone number
specified in this Section later than 5:00 p.m. (Pacific Standard time) on any
date and earlier than 11:59 p.m. (Pacific Standard time) on such date (with
confirmation of transmission), (iii) the business day following the date of
mailing, if sent by nationally recognized overnight courier service, or (iv)
upon actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be: (i) if to the Company, to 430
Olds Station Road, Third Floor, Wenatchee, Washington 98801, facsimile: (509)
667-9696, attention: Donald A. Wright, Chief Executive Officer, with a copy to:
Sheryl A. Symonds, General Counsel, 110 Main Street, Suite 100, Edmonds, WA
98020, facsimile: (425) 774-0103 or (ii) if to the Holder, to Rochon Capital
Group, Ltd., 76 San Pablo Avenue, Suite 200, San Rafael, California 94903,
facsimile: (415) 256-1214.

          13.  Warrant Agent.  The Company shall serve as warrant agent under
               -------------
this Warrant.  Upon thirty (30) days' notice to the Holder, the Company may
appoint a new warrant agent.  Any corporation into which the Company or any new
warrant agent may be merged or any corporation resulting from any consolidation
to which the Company or any new warrant agent shall be a party or any
corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or shareholders services business shall
be a successor warrant agent under this Warrant without any further act.  Any
such successor warrant agent shall promptly cause notice of its succession as
warrant agent to be mailed (by first class mail, postage prepaid) to the Holder
at the Holder's last address as shown on the Warrant Register.

          14.  Miscellaneous.
               -------------

               (a)  This Warrant shall be binding on and inure to the benefit of
the parties hereto and their respective successors and assigns. This Warrant may
be amended only in writing signed by the Company and the Holder and their
successors and assigns.

               (b)  Subject to Section 14(a), above, nothing in this Warrant
shall be construed to give to any person or corporation other than the Company
and the Holder any legal or equitable right, remedy or cause under this Warrant.
This Warrant shall inure to the sole and exclusive benefit of the Company and
the Holder.

               (c)  The corporate laws of the State of Washington shall govern
all issues concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity, enforcement and
interpretation of this Warrant shall be governed by and construed and enforced
in accordance with the internal laws of the State of California, without regard
to the principles of conflicts of law thereof. The Company and the Holder hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
sitting in the City of San Francisco, California, for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, or that such suit, action or
proceeding is improper. The Holders hereby

                                      -10-
<PAGE>

irrevocably waive personal service of process and consent to process being
served in any such suit, action or proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such Holder at the address in effect for notices to such Holder under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. The Company consents to being served in
any such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to JGB Service
Corporation, 600 University Street, Suite 3600, Seattle, WA 98101 and agrees
that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law.

               (d)  The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

               (e)  In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.


          IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer as of the date first indicated above.


                         PACIFIC AEROSPACE & ELECTRONICS, INC.



                         By: /s/ Sheryl A. Symonds
                            ------------------------------------------------
                           Name: Sheryl A. Symonds
                           Title: V.P. Administration & General Counsel

                                      -11-
<PAGE>

                         FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To Pacific Aerospace & Electronics, Inc.:

     The undersigned hereby irrevocably elects to purchase  _____________ shares
of common stock, $.001 par value per share, of Pacific Aerospace & Electronics,
Inc. (the "Common Stock") and, if such Holder is not utilizing the cashless
exercise provisions set forth in this Warrant, encloses herewith $________ in
cash or check, which sum represents the aggregate Exercise Price (as defined in
the Warrant) for the number of shares of Common Stock to which this Form of
Election to Purchase relates, together with any applicable taxes payable by the
undersigned pursuant to the Warrant.

     The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of

                                    PLEASE INSERT SOCIAL SECURITY OR
                                    TAX IDENTIFICATION NUMBER

                                    ___________________________________________

_______________________________________________________________________________
                        (Please print name and address)



     ______________________  Number of Warrant Shares remaining available for
execution under Warrant following the honoring of this exercise.


Dated: _____, _____             Name of Holder:

                                    (Print) ____________________________________

                                    (By:) ______________________________________
                                    (Name:)
                                    (Title:)
                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Warrant)

                                      -12-
<PAGE>

                              FORM OF ASSIGNMENT

          [To be completed and signed only upon transfer of Warrant]

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the within
Warrant to purchase  ____________ shares of Common Stock of Pacific Aerospace &
Electronics, Inc. to which the within Warrant relates and appoints
________________ attorney to transfer said right on the books of Pacific
Aerospace & Electronics, Inc. with full power of substitution in the premises.

Dated:

_______________, ____


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


                         _______________________________________
                         Address of Transferee

                         _______________________________________

                         _______________________________________

                                      -13-