Unassociated Document


    


    June
      26,
      2008

    


    New
      Century Companies, Inc.

    9831
      Romandel Avenue

    Santa
      Fe
      Springs, CA 90670

    
      	Attn:
              	
              Mr.
                David Duquette

            


    

    Chairman
      and President

    


    Dear
      David:

    


    Reference
      is hereby made to that certain 12% Senior Secured Convertible Promissory Note
      due February 28, 2009 in the original principal amount of $3,500,000 (the
“Note”), made by New Century Companies, Inc. (the “Company”), in favor of CAMOFI
      Master LDC (“CAMOFI”), and the additional transaction documents executed in
      connection with the Note, including without limitation, that certain (i)
      Security Agreement dated as of February 28, 2006 made by the Company and all
      of
      its subsidiaries in favor of CAMOFI, (ii) Amended and Restated Registration
      Rights Agreement dated as of May 1, 2007 between the Company and CAMOFI, and
      (iii) Subsidiary Guarantee dated as of February 28, 2006 among the Company
      parties thereto and CAMOFI (the Note and all of the other related documents
      are
      collectively referred to as the “Transaction Documents”). Capitalized terms used
      and not defined herein shall have the meaning ascribed to them in the applicable
      Transaction Document. In consideration of the mutual promises and covenants
      made
      herein, and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, CAMOFI and the Company hereby agree as
      follows:

    


    1.
      Subject to and conditioned upon the performance by the Company of all of its
      obligations under this letter agreement (the “Letter”) and the more detailed
      documents to be executed in connection herewith, which documents shall set
      forth
      in detail the terms and conditions of this Letter and be in form and substance
      satisfactory to CAMOFI (the “Amendment Documents”), which condition is expressly
      made a condition precedent to CAMOFI’s agreement pursuant to this paragraph 1,
      CAMOFI shall agree to waive certain penalties and default interest which have
      accrued under the Transaction Documents as of the date hereof. Notwithstanding
      anything contained in this Letter to the contrary, in the event that the
      Amendment Documents are not executed, or the Company shall fail to perform
      any
      of its obligations as set forth in this Letter, the Amendment Documents or
      the
      Transaction Documents, then, subject to the provisions of paragraph 2 of this
      Letter, (i) this Letter and the Amendment Documents (if then executed), shall
      become null and void and of no further force and effect, (ii) any and all
      penalties and defaults waived by CAMOFI in this Letter and the Amendment
      Documents shall immediately be reinstated, (iii) the Transaction Documents
      shall
      remain unchanged by this Letter and the Amendment Documents, and (iv) CAMOFI
      shall be entitled to retain the Amended and Restated Note (as defined in
      paragraph 2 hereof), and the securities delivered to it pursuant to paragraph
      4
      hereof as liquidated damages and not as penalty, and may immediately pursue
      any
      and all of the remedies available to it under any Transaction
      Document.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.
      The
      Company shall issue to CAMOFI an amended and restated Note (the “Amended and
      Restated Note”), in the aggregate principal amount of $2,950,000 as of the date
      hereof, which Amended and Restated Note shall have a new maturity date of August
      1, 2010. Except for the new principal amount and maturity date, the Amended
      and
      Restated Note shall be substantially similar to the existing Note.
      Notwithstanding anything contained herein to the contrary, in the event that
      the
      Amendment Documents are not executed, or the Company shall fail to perform
      any
      of its obligations as set forth in this Letter, the Amendment Documents or
      the
      Transaction Documents, then (i) this Letter and the Amendment Documents (if
      then
      executed), shall become null and void and of no further force and effect, (ii)
      any and all penalties and defaults waived by CAMOFI in this Letter and the
      Amendment Documents shall immediately be reinstated, (iii) the Transaction
      Documents shall remain unchanged by this Letter and the Amendment Documents,
      and
      (iv) CAMOFI shall be entitled to retain the Amended and Restated Note and the
      securities delivered to it pursuant to paragraph 4 hereof as liquidated damages
      and not as penalty, and may immediately pursue any and all of the remedies
      available to it under any Transaction Document.

    


    3.
      (a)
      Commencing on August 1, 2008, and continuing thereafter on the first business
      day of every month for the next twenty-four (24) months, the Company shall
      pay
      to CAMOFI the amount of $70,000, allocated first to the payment of interest
      and
      second to the payment of principal on the Amended and Restated Note. On or
      before August 1, 2010, the Company shall pay to CAMOFI all amounts still
      outstanding under the Amended and Restated Note, whether of principal, interest
      or otherwise.

    


    (b)
      On or
      before August 22, 2008, the Company shall deposit $140,000 (representing two
      (2)
      months’ payments under paragraph 3(a) hereof), into a controlled account
      satisfactory to CAMOFI, and the Company shall take all actions necessary to
      ensure that so long as any amounts remain outstanding under the Amended and
      Restated Note, there shall be no less than $140,000 in such controlled
      account.

     

    4.
      (a)
      CAMOFI shall return to the Company for cancellation all warrants previously
      issued to it by the Company. 

    


    (b)
      Within three (3) business days of the date hereof, the Company shall issue
      to
      CAMOFI five (5) year warrants (the “Warrants”), entitling CAMOFI to purchase (i)
      725,000 shares of Common Stock at an exercise price of $0.10 per share, and
      (ii)
      725,000 shares of Common Stock at an exercise price of $0.20 per share. The
      shares of Common Stock issuable upon exercise of the Warrants (the “Warrant
      Shares”), shall have been previously registered such that all of such Warrant
      Shares shall be freely tradable by CAMOFI immediately upon CAMOFI’s exercise of
      the applicable Warrant. In addition, the Company shall timely deliver or cause
      to be delivered such other documents, instruments or agreements, including
      without limitation, opinions of counsel, as CAMOFI shall reasonably request
      to
      enable it to make a public sale of such Warrant Shares. Time is of the essence.
      The Warrants shall be in form and substance satisfactory to CAMOFI.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)
      Within three (3) business days of the date hereof, the Company shall issue
      to
      CAMOFI a certificate representing 725,000 freely tradable shares of the
      Company’s common stock, par value $0.10 per share (the “Common Stock”). In
      addition, the Company shall timely deliver or cause to be delivered such other
      documents, instruments or agreements, including without limitation, opinions
      of
      counsel, as CAMOFI shall reasonably request to enable it to make a public sale
      of such Common Stock. Time is of the essence.

    


    (d)
      The
      Company shall timely deliver or cause to be delivered such other documents,
      instruments or agreements, including without limitation, opinions of counsel,
      as
      CAMOFI shall reasonably request to enable it to make a public sale of the
      675,000 shares of Common Stock previously delivered to CAMOFI by the Company.
      Time is of the essence.

    


    5.
      The
      Company shall (i) retain a restructuring advisor satisfactory to CAMOFI upon
      terms and conditions satisfactory to the Company and CAMOIFI, and (ii) continue
      the engagement of such restructuring advisor until any and all amounts due
      and
      owing by the Company to CAMOFI have been repaid in full.

    


    6.
      This
      Letter shall be governed by and construed in accordance with the laws of the
      State of New York applicable to contracts to be wholly performed within said
      State.

    


    7.
      This
      Letter may not be amended except in a writing executed by both the Company
      and
      CAMOFI.

    


    8.
      This
      Letter shall inure to the benefit of the parties hereto and each of their
      respective successors, heirs and assigns. This Letter is not assignable by
      the
      Company.

    


    9.
      This
      Letter may be executed in any number of counterparts, each of which when taken
      together shall constitute but one and the same original agreement.

    


    10.
      The
      Company agrees and acknowledges that it has had the opportunity to consult
      with
      legal counsel of its choosing with respect to the review, execution, and
      delivery of this Letter, and that it has executed this Letter of its own free
      will. 

     

    


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      of page intentionally left blank]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    If
      this
      Letter is in accordance with your understanding, please sign your name in the
      space provided below, whereupon this Letter shall become a binding agreement
      between us.

    


    


    Very
      truly yours,

    


    


    Michael
      Loew

    General
      Counsel

    


    


    ACCEPTED
      AND AGREED TO:

    


    NEW
      CENTURY COMPANIES, INC.

    


    

      
        	
                By:

              	
                  
                  

              	 
	 	
                Name:

              	 
	 	
                Title: