Exhibit
4.1

     

    THE
WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK ISSUABLE
HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE SOLD,
OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION
UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL,
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE
SALE OF SUCH SECURITIES IS MADE PURSUANT TO SEC RULE 144.

     

    WARRANT
TO PURCHASE COMMON STOCK

     

    OF

     

    NEW
CENTURY COMPANIES, INC.

     

    
      
        

      

    

     

    THIS
CERTIFIES THAT, for value received Michael Cabral (“Holder”) is entitled,
subject to the terms and conditions of this Warrant, at any time or from time to
time after the Vesting Date of this Warrant, and before 5:00 p.m. Pacific Time
on the Expiration Date, to purchase from New Century Companies, Inc., (the
“Company”) 3,000,000 shares of Common Stock of the Company at a price per share
equal to $0.10 (the “Purchase Price”).  Both the number of shares of
Common Stock purchasable upon exercise of this Warrant and the Purchase Price
are subject to adjustment and change as provided herein.

     

    1.           CERTAIN
DEFINITIONS.  As used in this Warrant the following terms shall
have the following respective meanings:

     

    1.1             “Common Stock” shall
mean the Common Stock of the Company and any other securities at any time
receivable or issuable upon exercise of this Warrant.

     

    1.2             “Fair Market Value” of
a share of Common Stock as of a particular date shall mean:

     

    (a)             If
traded on a securities exchange or the Nasdaq National Market, the Fair Market
Value shall be deemed to be the average of the closing prices of the Common
Stock of the Company on such exchange or market over the five (5) trading days
ending immediately prior to the applicable date of valuation;

     

    (b)             If
actively traded over-the-counter, the Fair Market Value shall be deemed to be
the average of the closing bid prices over the thirty (30)-day period ending
immediately prior to the applicable date of valuation; and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)             If
there is no active public market, the Fair Market Value shall be the value
thereof, as agreed upon by the Company and the Holder; provided, however, that if
the Company and the Holder cannot agree on such value, such value shall be
determined by an independent valuation firm experienced in valuing businesses
such as the Company and jointly selected in good faith by the Company and the
Holder.  Fees and expenses of the valuation firm shall be paid for by
the Company.

     

    1.3             “Expiration Date”
shall mean the earlier to occur of October 8, 2014 or three years from the
Vesting Date.

     

    1.4             “Net Income” shall
mean the net income after tax of Precision as determined by the Company’s
independent auditors pursuant to US generally accepted accounting principals
after taking into account a reasonable charge for g&a expense imposed by the
Company.

     

    1.5             “Registered Holder”
shall mean any Holder in whose name this Warrant is registered upon the books
and records maintained by the Company.

     

    1.6             ”Vesting Date” shall
mean the date, if any, when the cumulative Net Income of Precision
Aerostructures, Inc., a California corporation (“Precision”), for the period
commencing on January 1, 2010 and ending on October 8, 2012 is at least
$3,000,000.

     

    1.7             “Warrant” as used
herein, shall include this Warrant and any warrant delivered in substitution or
exchange therefor as provided herein.

     

    2.           EXERCISE OF
WARRANT.

     

    2.1             Payment.  Subject
to compliance with the terms and conditions of this Warrant and applicable
securities laws, this Warrant may be exercised, in whole or in part at any time
or from time to time, on or before the Expiration Date by (a) the delivery
(including, without limitation, delivery by facsimile) of the form of Notice of
Exercise attached hereto as Exhibit A (the “Notice of Exercise”),
duly executed by the Holder, at the principal office of the Company, and (b) as
soon as practicable after such date, surrendering

     

    (a)             this
Warrant at the principal office of the Company, and

     

    (b)             payment,
in cash (by check) or by wire transfer, of an amount equal to the product
obtained by multiplying the number of shares of Common Stock being purchased
upon such exercise by the then effective Purchase Price (the “Exercise
Amount”).

     

    2.2             Net Issue
Exercise.  In lieu of the payment methods set forth in Section 2.1(b)
above, the Holder may elect to exchange all or some of this Warrant for shares
of Common Stock equal to the value of the amount of the Warrant being exchanged
on the date of exchange.  If Holder elects to exchange this Warrant as
provided in this Section 2.2, Holder shall tender to the Company the Warrant for
the amount being exchanged, along with written notice of Holder’s election to
exchange some or all of the Warrant, and the Company shall issue to Holder the
number of shares of the Common Stock computed using the following
formula:


    
      
         


      

      
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                          X
      =

                        	
                          Y
      (A-B)

                        	 
	 	 
      	
                          A

                        	 


                

              

            

          

        

        


        
          
            
              	
                      Where:   X
      =  

                    	
                      the
      number of shares of Common Stock to be issued to
Holder.

                    
	
                      Y
      =  

                    	
                      the
      number of shares of Common Stock purchasable under the amount of the
      Warrant being exchanged (as adjusted to the date of such
      calculation).

                    
	
                      A
      =  

                    	
                      the
      Fair Market Value of one share of the Common Stock.

                    
	
                      B
      =  

                    	
                      Purchase
      Price (as adjusted to the date of such
  calculation).

                    


            

          

        

      

    

     

    2.3             “Easy Sale”
Exercise.  In lieu of the payment methods set forth in Section 2.1(b) above,
when permitted by law and applicable regulations (including Nasdaq and NASD
rules), the Holder may pay the Purchase Price through a “same day sale”
commitment from the Holder (and if applicable a broker-dealer (a “Dealer”)), whereby
the Holder irrevocably elects to exercise this Warrant and to sell a portion of
the shares so purchased to pay the Purchase Price and the Holder (or, if
applicable, a Dealer) commits upon sale (or, in the case of a Dealer, upon
receipt) of such shares to forward the Purchase Price directly to the
Company.

     

    2.4             Stock Certificates;
Fractional Shares.  As soon as practicable on or after the date
of any exercise of this Warrant, the Company shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates for
the number of whole shares of Common Stock issuable upon such
exercise.  No fractional shares or scrip representing fractional
shares shall be issued upon an exercise of this Warrant.

     

    2.5             Partial Exercise; Effective
Date of Exercise.  In case of any partial exercise of this
Warrant, the Company shall cancel this Warrant upon surrender hereof and shall
execute and deliver a new Warrant of like tenor and date for the balance of the
shares of Common Stock purchasable hereunder.  This Warrant shall be
deemed to have been exercised immediately prior to the close of business on the
date of its surrender for exercise as provided above.  The person
entitled to receive the shares of Common Stock issuable upon exercise of this
Warrant shall be treated for all purposes as the holder of record of such shares
as of the close of business on the date the Holder is deemed to have exercised
this Warrant.

     

    2.6             Expiration of
Warrant.  This Warrant shall expire in the event that the
Vesting Date has not occurred by October __, 2012.

     

    3.           VALID
ISSUANCE:  TAXES.  All shares of Common Stock issued
upon the exercise of this Warrant shall be validly issued, fully paid and
nonassessable, and the Company shall pay all taxes and other governmental
charges that may be imposed in respect of the issue or delivery
thereof.  The Company shall not be required to pay any tax or other
charge imposed in connection with any transfer involved in the issuance of any
certificate for shares of Common Stock in any name other than that of the
Registered Holder of this Warrant, and in such case the Company shall not be
required to issue or deliver any stock certificate or security until such tax or
other charge has been paid, or it has been established to the Company’s
reasonable satisfaction that no tax or other charge is due.


    
      
         


      

      
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    4.           ADJUSTMENT OF PURCHASE PRICE
AND NUMBER OF SHARES.  The number of shares of Common Stock
issuable upon exercise of this Warrant (or any shares of stock or other
securities or property receivable or issuable upon exercise of this Warrant) and
the Purchase Price are subject to adjustment upon occurrence of the following
events:

     

    4.1             Adjustment for Stock Splits,
Stock Subdivisions or Combinations of Shares.  The Purchase
Price of this Warrant shall be proportionally decreased and the number of shares
of Common Stock issuable upon exercise of this Warrant (or any shares of stock
or other securities at the time issuable upon exercise of this Warrant) shall be
proportionally increased to reflect any stock split or subdivision of the
Company’s Common Stock.  The Purchase Price of this Warrant shall be
proportionally increased and the number of shares of Common Stock issuable upon
exercise of this Warrant (or any shares of stock or other securities at the time
issuable upon exercise of this Warrant) shall be proportionally decreased to
reflect any combination of the Company’s Common Stock.

     

    4.2             Adjustment for Dividends or
Distributions of Stock or Other Securities or Property.  In
case the Company shall make or issue, or shall fix a record date for the
determination of eligible holders entitled to receive, a dividend or other
distribution with respect to the Common Stock (or any shares of stock or other
securities at the time issuable upon exercise of the Warrant) payable in (a)
securities of the Company or (b) assets (excluding cash dividends paid or
payable solely out of retained earnings), then, in each such case, the Holder of
this Warrant on exercise hereof at any time after the consummation, effective
date or record date of such dividend or other distribution, shall receive, in
addition to the shares of Common Stock (or such other stock or securities)
issuable on such exercise prior to such date, and without the payment of
additional consideration therefor, the securities or such other assets of the
Company to which such Holder would have been entitled upon such date if such
Holder had exercised this Warrant on the date hereof and had thereafter, during
the period from the date hereof to and including the date of such exercise,
retained such shares and all such additional securities or other assets
distributed with respect to such shares as aforesaid during such period giving
effect to all adjustments called for by this Section
4.

     

    4.3             Reclassification.  If
the Company, by reclassification of securities or otherwise, shall change any of
the securities as to which purchase rights under this Warrant exist into the
same or a different number of securities of any other class or classes, this
Warrant shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect
to the securities that were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change, and the Purchase
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section
4.  No adjustment shall be made pursuant to this Section 4.3 upon any
conversion or redemption of the Common Stock, which is the subject of Section
4.5.


    
      
         


      

      
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    4.4             Adjustment for Capital
Reorganization, Merger or Consolidation.  In case of any
capital reorganization of the capital stock of the Company (other than a
combination, reclassification, exchange or subdivision of shares otherwise
provided for herein), or any merger or consolidation of the Company with or into
another corporation, or the sale of all or substantially all the assets of the
Company then, and in each such case, as a part of such reorganization, merger,
consolidation, sale or transfer, lawful provision shall be made so that the
Holder of this Warrant shall thereafter be entitled to receive upon exercise of
this Warrant, during the period specified herein and upon payment of the
Purchase Price then in effect, the number of shares of stock or other securities
or property of the successor corporation resulting from such reorganization,
merger, consolidation, sale or transfer that a holder of the shares deliverable
upon exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if this Warrant had been
exercised immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment as provided in this Section
4.  The foregoing provisions of this Section 4.4 shall
similarly apply to successive reorganizations, consolidations, mergers, sales
and transfers and to the stock or securities of any other corporation that are
at the time receivable upon the exercise of this Warrant.  If the
per-share consideration payable to the Holder hereof for shares in connection
with any such transaction is in a form other than cash or marketable securities,
then the value of such consideration shall be determined in good faith by the
Company’s Board of Directors.  In all events, appropriate adjustment
(as determined in good faith by the Company’s Board of Directors) shall be made
in the application of the provisions of this Warrant with respect to the rights
and interests of the Holder after the transaction, to the end that the
provisions of this Warrant shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable after
that event upon exercise of this Warrant.

     

    4.5             Conversion of Common
Stock.  In case all or any portion of the authorized and
outstanding shares of Common Stock of the Company are redeemed or converted or
reclassified into other securities or property pursuant to the Company’s
Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases
to exist, then, in such case, the Holder of this Warrant, upon exercise hereof
at any time after the date on which the Common Stock is so redeemed or
converted, reclassified or ceases to exist (the “Termination Date”),
shall receive, in lieu of the number of shares of Common Stock that would have
been issuable upon such exercise immediately prior to the Termination Date, the
securities or property that would have been received if this Warrant had been
exercised in full and the Common Stock received thereupon had been
simultaneously converted immediately prior to the Termination Date, all subject
to further adjustment as provided in this Warrant.  Additionally, the
Purchase Price shall be immediately adjusted to equal the quotient obtained by
dividing (x) the aggregate Purchase Price of the maximum number of shares of
Common Stock for which this Warrant was exercisable immediately prior to the
Termination Date by (y) the number of shares of Common Stock of the Company for
which this Warrant is exercisable immediately after the Termination Date, all
subject to further adjustment as provided herein.

     

    5.           CERTIFICATE AS TO
ADJUSTMENTS.  In each case of any adjustment in the Purchase
Price, or number or type of shares issuable upon exercise of this Warrant, the
Chief Financial Officer or Controller of the Company shall compute such
adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based, including a statement of the adjusted Purchase
Price.  The Company shall promptly send (by facsimile and by either
first class mail, postage prepaid or overnight delivery) a copy of each such
certificate to the Holder.


    
      
         


      

      
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    6.           LOSS OR
MUTILATION.  Upon receipt of evidence reasonably satisfactory
to the Company of the ownership of and the loss, theft, destruction or
mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and
(in the case of mutilation) upon surrender and cancellation of this Warrant, the
Company will execute and deliver in lieu thereof a new Warrant of like tenor as
the lost, stolen, destroyed or mutilated Warrant.

     

    7.           RESERVATION OF COMMON
STOCK.  The Company hereby covenants that at all times there
shall be reserved for issuance and delivery upon exercise of this Warrant such
number of shares of Common Stock or other shares of capital stock of the Company
as are from time to time issuable upon exercise of this Warrant and, from time
to time, will take all steps necessary to amend its Certificate of Incorporation
to provide sufficient reserves of shares of Common Stock issuable upon exercise
of this Warrant.  All such shares shall be duly authorized, and when
issued upon such exercise, shall be validly issued, fully paid and
non-assessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale and free and clear of all preemptive
rights, except encumbrances or restrictions arising under federal or state
securities laws. Issuance of this Warrant shall constitute full authority to the
Company’s Officers who are charged with the duty of executing stock certificates
to execute and issue the necessary certificates for shares of Common Stock upon
the exercise of this Warrant.

     

    8.           TRANSFER AND
EXCHANGE.  Subject to the terms and conditions of this Warrant
and compliance with all applicable securities laws, this Warrant and all rights
hereunder may be transferred to any Registered Holder’s parent, subsidiary or
affiliate, or, if the Registered Holder is a partnership, to any partner of such
Registered Holder, in whole or in part, on the books of the Company maintained
for such purpose at the principal office of the Company referred to above, by
the Registered Holder hereof in person, or by duly authorized attorney, upon
surrender of this Warrant properly endorsed and upon payment of any necessary
transfer tax or other governmental charge imposed upon such
transfer.  Upon any permitted partial transfer, the Company will issue
and deliver to the Registered Holder a new Warrant or Warrants with respect to
the shares of Common Stock not so transferred.  Each taker and holder
of this Warrant, by taking or holding the same, consents and agrees that when
this Warrant shall have been so endorsed, the person in possession of this
Warrant 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 hereby, any notice to the contrary
notwithstanding; provided,
however, that until a transfer of this Warrant is duly registered on the
books of the Company, the Company may treat the Registered Holder hereof as the
owner for all purposes.

     

    9.           RESTRICTIONS ON
TRANSFER.  The Holder, by acceptance hereof, agrees that,
absent an effective registration statement filed with the Securities and
Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “Securities Act”)
covering the disposition or sale of this Warrant or the Common Stock issued or
issuable upon exercise hereof, as the case may be, and registration or
qualification under applicable state securities laws, such Holder will not sell,
transfer, pledge, or hypothecate any or all of this Warrant or such Common
Stock, as the case may be, unless either (i) the Company has received an opinion
of counsel, in form and substance reasonably satisfactory to the Company, to the
effect that such registration is not required in connection with such
disposition or (ii) the sale of such securities is made pursuant to SEC Rule
144.


    
      
         


      

      
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    10.           COMPLIANCE WITH SECURITIES
LAWS.  By acceptance of this Warrant, the Holder hereby
represents, warrants and covenants that any shares of stock purchased upon
exercise of this Warrant shall be acquired for investment only and not with a
view to, or for sale in connection with, any distribution thereof; that the
Holder has had such opportunity as such Holder has deemed adequate to obtain
from representatives of the Company such information as is necessary to permit
the Holder to evaluate the merits and risks of its investment in the Company;
that the Holder is able to bear the economic risk of holding such shares as may
be acquired pursuant to the exercise of this Warrant for an indefinite period;
that the Holder understands that the shares of stock acquired pursuant to the
exercise of this Warrant will not be registered under the Securities Act (unless
otherwise required pursuant to exercise by the Holder of the registration
rights, if any, granted to the Registered Holder) and will be “restricted
securities” within the meaning of Rule 144 under the Securities Act and that the
exemption from registration under Rule 144 will not be available for at least
one (1) year from the date of exercise of this Warrant, subject to any special
treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and
even then will not be available unless a public market then exists for the
stock, adequate information concerning the Company is then available to the
public, and other terms and conditions of Rule 144 are complied with; and that
all stock certificates representing shares of stock issued to the Holder upon
exercise of this Warrant or upon conversion of such shares may have affixed
thereto a legend substantially in the following form:

     

    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY
STATE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.

     

    11.           NO RIGHTS OR LIABILITIES AS
STOCKHOLDERS.  This Warrant shall not entitle the Holder to any
voting rights or other rights as a stockholder of the Company.  In the
absence of affirmative action by such Holder to purchase Common Stock by
exercise of this Warrant or Common Stock upon conversion thereof, no provisions
of this Warrant, and no enumeration herein of the rights or privileges of the
Holder hereof shall cause such Holder hereof to be a stockholder of the Company
for any purpose.

     

    12.           REPRESENTATIONS AND
WARRANTIES OF THE COMPANY.  The Company hereby represents and
warrants to Holder that:


    
      
         


      

      
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    12.1             Due Authorization;
Consents.  All corporate action on the part of the Company, its
officers, directors and stockholders necessary for (a) the authorization,
execution and delivery of, and the performance of all obligations of the Company
under, this Warrant, and (b) the authorization, issuance, reservation for
issuance and delivery of all of the Common Stock issuable upon exercise of this
Warrant, has been duly taken.  This Warrant constitutes a valid and
binding obligation of the Company enforceable in accordance with its terms,
subject, as to enforcement of remedies, to applicable bankruptcy, insolvency,
moratorium, reorganization and similar laws affecting creditors’ rights
generally and to general equitable principles.  All consents,
approvals and authorizations of, and registrations, qualifications and filings
with, any federal or state governmental agency, authority or body, or any third
party, required in connection with the execution, delivery and performance of
this Warrant and the consummation of the transactions contemplated hereby and
thereby have been obtained.

     

    12.2             Organization.  The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all requisite corporate power to
own, lease and operate its property and to carry on its business as now being
conducted and as currently proposed to be conducted.

     

    12.3             Valid Issuance of
Stock.  The outstanding shares of the capital stock of the
Company are duly and validly issued, fully paid and nonassessable, and such
shares, and all outstanding options and other securities of the Company, have
been issued in full compliance with the registration and prospectus delivery
requirements of the Securities Act and the registration and qualification
requirements of all applicable state securities laws, or in compliance with
applicable exemptions therefrom, and all other provisions of applicable federal
and state securities laws, including without limitation, anti-fraud
provisions.

     

    12.4             Governmental
Consents.  All consents, approvals, orders, authorizations or
registrations, qualifications, declarations or filings with any federal or state
governmental authority on the part of the Company required in connection with
the consummation of the transactions contemplated herein shall have been
obtained prior to and be effective as of the Effective Date.

     

    13.           NOTICES.  Except
as may be otherwise provided herein, all notices, requests, waivers and other
communications made pursuant to this Agreement shall be in writing and shall be
conclusively deemed to have been duly given (a) when hand delivered to the other
party; (b) when received when sent by facsimile at the address and number set
forth below; (c) three business days after deposit in the U.S. mail with first
class or certified mail receipt requested postage prepaid and addressed to the
other party as set forth below; or (d) the next business day after deposit with
a national overnight delivery service, postage prepaid, addressed to the parties
as set forth below with next-business-day delivery guaranteed, provided that the
sending party receives a confirmation of delivery from the delivery service
provider.

     

    
      	
              To
      the Company:

            	
              To
      the Holder:

            
	 
      	 
      
	
              New
      Century Company, Inc.

            	
              10291
      C Trademark Street

            
	
              9831
      Romandel Avenue

            	
              Rancho
      Cucamonga, California 91730

            
	
              Santa
      Fe Springs, California 90670

            	 
      
	
              Attn:  David
      Duquette

            	 
      


    


    
      
         


      

      
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    Each
person making a communication hereunder by facsimile shall promptly confirm by
telephone to the person to whom such communication was addressed each
communication made by it by facsimile pursuant hereto but the absence of such
confirmation shall not affect the validity of any such
communication.  A party may change or supplement the addresses given
above, or designate additional addresses, for purposes of this Section 13 by giving
the other party written notice of the new address in the manner set forth
above.

     

    14.           HEADINGS.  The
headings in this Warrant are for purposes of convenience in reference only, and
shall not be deemed to constitute a part hereof.

     

    15.           LAW
GOVERNING.  This Warrant shall be construed and enforced in
accordance with, and governed by, the laws of the State of California, with
regard to conflict of law principles of such state.

     

    16.           NO
IMPAIRMENT.  The Company will not, by amendment of its
Certificate of Incorporation or bylaws, or through reorganization,
consolidation, merger, dissolution, issue or sale of securities, sale of assets
or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the
Registered Holder of this Warrant against impairment.  Without
limiting the generality of the foregoing, the Company (a) will not increase the
par value of any shares of stock issuable upon the exercise of this Warrant
above the amount payable therefor upon such exercise, and (b) will take all such
action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock upon
exercise of this Warrant.

     

    17.           NOTICES OF RECORD
DATE.  In case:

     

    17.1             the
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time receivable upon the exercise of this Warrant), for the
purpose of entitling them to receive any dividend or other distribution, or any
right to subscribe for or purchase any shares of stock of any class or any other
securities or to receive any other right; or

     

    17.2             of
any consolidation or merger of the Company with or into another corporation, any
capital reorganization of the Company, any reclassification of the capital stock
of the Company, or any conveyance of all or substantially all of the assets of
the Company to another corporation in which holders of the Company’s stock are
to receive stock, securities or property of another corporation; or

     

    17.3             of
any voluntary dissolution, liquidation or winding-up of the Company;
or

     

    17.4             of
any redemption or conversion of all outstanding Common Stock; 


    
      
         


      

      
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    then, and
in each such case, the Company will mail or cause to be mailed to the Registered
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,
redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock or (such stock or securities
as at the time are receivable upon the exercise of this Warrant), shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities), for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up.  The Company shall use all
reasonable efforts to ensure such notice shall be delivered at least thirty (30)
days prior to the date therein specified.

     

    18.           SEVERABILITY.  If
any term, provision, covenant or restriction of this Warrant is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Warrant shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.

     

    19.           COUNTERPARTS.  For
the convenience of the parties, any number of counterparts of this Warrant may
be executed by the parties hereto and each such executed counterpart shall be,
and shall be deemed to be, an original instrument.

     

    20.           NO INCONSISTENT
AGREEMENTS.  The Company will not on or after the date of this
Warrant enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Holders of this Warrant or otherwise
conflicts with the provisions hereof.  The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to holders of the Company’s securities under any other
agreements, except rights that have been waived.

     

    21.           SATURDAYS, SUNDAYS AND
HOLIDAYS.  If the Expiration Date falls on a Saturday, Sunday
or legal holiday, the Expiration Date shall automatically be extended until 5:00
p.m. the next business day.

     

    22.           ENTIRE
AGREEMENT.  This Warrant contains the sole and entire agreement
and understanding of the parties with respect to the entire subject matter of
this Warrant, and any and all prior discussions, negotiations, commitments and
understandings, whether oral or otherwise, related to the subject matter of this
Warrant are hereby merged herein.

     

    [Signatures
appear on following page.]


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Warrant as of the Effective Date.

    


    
      
        	
                New
      Century Companies, Inc.

              
	 
      	 
      
	
                By:

              	
                  

              
	 
      	
                David
      Duquette

              
	
                Its:

              	
                President

              


      

    

    


    SIGNATURE
PAGE TO WARRANT TO PURCHASE COMMON STOCK


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    NOTICE OF
EXERCISE

     

    (To be
executed upon exercise of Warrant)

     

    NEW
CENTURY COMPANIES, INC.

     

    The
undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
the securities of the Company, as provided for therein, and (check the
applicable box):

     

    
      	
               ̈

            	
              tenders
      herewith payment of the exercise price in full in the form of cash or a
      certified or official bank check in same-day funds in the amount of
      $____________ for _________ such
securities.

            


    

     

    
      	
               ̈

            	
              elects
      the [Net Issue Exercise][Easy Sale Exercise] option pursuant to Section
      2.2 or 2.3 of the Warrant, and accordingly requests delivery of a net of
      ______________ of such securities.

            


    

    Please
issue a certificate or certificates for such securities in the name of, and pay
any cash for any fractional share to (please print name, address and social
security number):

     

    Name:___________________________________________________________________________________

    


    Address:_________________________________________________________________________________

    


    Signature:________________________________________________________________________________

    


    Note:  The
above signature should correspond exactly with the name on the first page of
this Warrant Certificate or with the name of the assignee appearing in the
assignment form below.

     

    If said
number of shares shall not be all the shares purchasable under the within
Warrant Certificate, a new Warrant Certificate is to be issued in the name of
said undersigned for the balance remaining of the shares purchasable thereunder
rounded up to the next higher whole number of shares.


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    ASSIGNMENT

     

    (To be
executed only upon assignment of Warrant Certificate)

     

    For value
received, hereby sells, assigns and transfers unto ____________________________
the within Warrant Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
____________________________ attorney, to transfer said Warrant Certificate on
the books of the within-named Company with respect to the number of Warrants set
forth below, with full power of substitution in the premises:

     

    
      
        	
                Name(s) of Assignee(s)

              	 
      	
                Address

              	 
      	
                # of Warrants

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

    

    


    And if
said number of Warrants shall not be all the Warrants represented by the Warrant
Certificate, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the Warrants registered by said Warrant
Certificate.

     

    Dated:___________________________________________________________________________________

     

    Signature:________________________________________________________________________________

     

    Notice:  The
signature to the foregoing Assignment must correspond to the name as written
upon the face of this security in every particular, without alteration or any
change whatsoever; signature(s) must be guaranteed by an eligible guarantor
institution (banks, stock brokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program)
pursuant to Securities and Exchange Commission Rule 17Ad-15.


    
      
         


      

      
        B-1