**CONFIDENTIAL
      SETTLEMENT AGREEMENT,**


**SECURITY
      AGREEMENT AND GENERAL RELEASE**





This
      CONFIDENTIAL SETTLEMENT AGREEMENT, SECURITY AGREEMENT AND GENERAL RELEASE (the
      “Agreement”) is entered into by and between Nuevo Financial Center, Inc., a
      Delaware corporation located at 2112 Bergenline Avenue, Union City, New Jersey
      07087, as successor-in-interest to Telediscount Communications, Inc., a New
      York
      corporation (“TCI”) located at PO Box 718, Union City, New Jersey 07087
      (hereinafter, “NFC”) on the one hand, and Envios de Valores La Nacional Corp., a
      New York corporation located at 566 West 207 th Street,
      New York, New York 10034 (“LAN”), on the other hand. NFC and LAN may sometimes
      be referred together as the “Parties” or individually as “Party”.




WHEREAS,
      on or about February 14, 2003, TCI and LAN entered into a Contractual Agreement
      (the “Contractual Agreement”) pursuant to which, among other things: i) TCI
      agreed to utilize LAN’s money transfer services on an exclusive basis for a
      period of five years; and ii) TCI sold LAN one million seven hundred forty-three
      thousand two hundred thirteen (1,743,213) shares of TCI common stock, in
      exchange for three hundred fifty thousand dollars ($350,000) (the “Investment”);




WHEREAS,
      on or about March 11, 2005, TCI was merged with and into the entity known as
      Millennium Venture Capital Holdings, Inc. (“MVCH”), which entity later changed
      its name to NFC;




WHEREAS,
      NFC’s August 23, 2006 and November 8, 2006 form SB 2/A’s filed with the
      Securities and Exchange Commission state that LAN is the owner of 282,855 shares
      of NFC;




WHEREAS,
      after a further review of various transactions, NFC has determined that LAN
      is
      presently the owner of 311,605 shares of NFC (the “NFC Shares”), representing
      approximately .84% of NFC’s total outstanding and issued shares of 36,891,817 on
      a fully diluted basis;








WHEREAS,
      LAN has provided TCI and NFC with notice of breach of the exclusivity provision
      of the Contractual Agreement, and notice of breach with respect to NFC’s
      representations and warranties in connection with the Investment, and has
      demanded that NFC immediately return the Investment to LAN;




WHEREAS,
      subsequent to TCI and LAN entering into the Contractual Agreement, TCI and
      NFC
      entered into transactions pursuant to which shares of TCI (and its successors)
      common stock were issued;




WHEREAS,
      LAN has provided TCI and NFC with notice that LAN believes it was entitled
      to
      anti-dilution protection pursuant to the Contractual Agreement with respect
      to
      its Investment and LAN has demanded the right to purchase additional shares
      of
      common stock of NFC; and




WHEREAS,
      in order to avoid the expense and burden associated with litigation and to
      avoid
      the risks inherent in litigation, the Parties desire to compromise and have
      agreed, without admission by NFC of any claims of breach under the Contractual
      Agreement, to adjust, settle and compromise such claims and any claims that
      either Party may have against each other in accordance with the terms hereof;




NOW
      THEREFORE, it is agreed by and between the Parties hereto, that in consideration
      of the mutual covenants, agreements, promises and payments set forth herein,
      the
      Security Agreement attached hereto at Exhibit
      B ,
      and the
      General Release set forth on Exhibit
      C hereto,
      that any and all claims between the Parties shall be settled, compromised and
      resolved, pursuant to the following terms and conditions.


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1.  Definitions .




a.  “LAN”
      shall mean Envios De Valores La Nacional Corp., its predecessor entities, and
      each of its present and former direct and indirect parents and partners,
      subsidiaries, divisions, affiliates or associates (as defined in SEC Rule 12b-2
      as promulgated pursuant to the Securities and Exchange Act of 1934); and their
      present and former partners, stockholders, officers, directors, employees,
      agents and legal representatives; and the predecessors, heirs, executors,
      administrators, successors and assigns of any of the above persons or
      entities.




b.  TCI
      shall
      mean Telediscount Communications, Inc., its predecessor entities, and each
      of
      its present and former direct and indirect parents and partners, subsidiaries,
      divisions, affiliates or associates (as defined in SEC Rule 12b-2 as promulgated
      pursuant to the Securities and Exchange Act of 1934); and their present and
      former partners, stockholders, officers, directors, employees, agents and legal
      representatives; and the predecessors, heirs, executors, administrators,
      successors and assigns of any of the above persons or entities.




c.  NFC
      shall
      mean Nuevo Financial Center, Inc., its predecessor entities, and each of its
      present and former direct and indirect parents and partners, subsidiaries,
      divisions, affiliates or associates (as defined in SEC Rule 12b-2 as promulgated
      pursuant to the Securities and Exchange Act of 1934); and their present and
      former partners, stockholders, officers, directors, employees, agents and legal
      representatives; and the predecessors, heirs, executors, administrators,
      successors and assigns of any of the above persons or entities.




2.  Disclaimer
      of Liability .
      This
      Agreement is a full and final compromise, settlement and release of disputed
      claims. This
      Agreement, and any and all negotiations, documents and discussions associated
      with it, shall not in any event be construed or be deemed to be an admission
      or
      concession on the part of TCI, NFC and/or LAN, or anyone acting on their behalf
      of any liability or wrongdoing whatsoever or as any evidence of any claimed
      violation by TCI, NFC and/or LAN of the Contractual Agreement and/or any federal
      or state statute, regulation, or law. Neither this Agreement, nor any of its
      provisions, nor the Security Agreement attached hereto, nor the General Release
      attached hereto, nor evidence of any negotiations or proceedings in pursuance
      of
      this Agreement, shall be offered or received in any action or proceeding as
      an
      admission or concession of any liability or wrongdoing whatever on the part
      of
      TCI, NFC and LAN, or anyone acting on their behalf.


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3.  Payment
      by NFC to LAN .




a.  In
      settlement of LAN’s claims of breach against TCI and NFC, NFC shall make
      payments to LAN of $350,000 plus interest at ten percent (10%) per annum (said
      interest to commence accruing as of January 1, 2007), for a total settlement
      payment of $389,482.60 (the “Settlement Amount”) as follows:




i.  On
      or
      before December 20, 2006, NFC shall pay LAN the sum of Thirty Five Thousand
      Dollars ($35,000) (the “Initial Payment”);




ii.  After
      the
      Initial Payment, NFC shall make monthly payments to LAN, commencing on January
      2, 2007, and thereafter on the first business day of each successive month,
      as
      detailed on the payment schedule attached hereto at Exhibit
      A (provided there are no defaults in payment) until such time as the Settlement
      Amount is paid off in its entirety.




b.  The
      payments provided for in Section 3(a)(i) and (ii) shall be made by wire transfer
      to an account designated by LAN or via certified or bank check to LAN’s address
      set forth above.


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c.  TCI
      and
      NFC agree that in the event of a default by NFC of its payment obligations
      provided for Section 3 (a)(i) and (ii), they shall have fifteen (15) days to
      cure the default, and during said fifteen (15) day period, the interest rate
      on
      the unpaid balance of the Settlement Amount due and owing to LAN will be
      increased from 10% to 18% per annum. In the event that TCI and NFC are unable
      to
      cure the default after the expiration of the fifteen (15) day cure period,
      LAN
      may pursue any remedy that it has or may have, in law, or in equity; and the
      interest on the unpaid balance shall continue to accrue at eighteen percent
      (18%) per annum until such time as the default is cured and payment is brought
      current, at which time the interest rate will revert to ten percent (10%) per
      annum. TCI and NFC further agree that the filing of a cause of action by LAN
      to
      recover the unpaid balance shall not toll the accrual of interest at 18% per
      annum on the unpaid balance of the Settlement Agreement.




d.  Notwithstanding
      the foregoing payment obligations, NFC represents that it is presently in the
      process of trying to raise financing, funding and/or capital (collectively
      “Financing”) and intends to accomplish this goal by on or about April 1, 2007.
      In connection therewith, TCI and NFC agree that if, following the execution
      of
      this Agreement, NFC is able to raise Financing it shall make payments against
      any outstanding unpaid Settlement Amount as follows:




i.  in
      the
      event NFC raises Financing of $500,000 to $999,999, NFC will pay LAN twenty
      five
      percent (25%) of the outstanding unpaid Settlement Amount. As an example of
      how
      such partial payment may be made and its effect on the payment schedule,
      attached hereto as Exhibit
      A-1 is a
      payment schedule assuming a 25% prepayment as of April 1, 2007; and


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ii.  in the
      event NFC raises Financing of $1,000,000 to $1,999,999, NFC will pay LAN fifty
      percent (50%) of the outstanding unpaid Settlement Amount. As an example of
      how
      such partial payment may be made and its effect on the payment schedule,
      attached hereto as Exhibit
      A-2 is a
      payment schedule assuming a 50% prepayment as of April 1, 2007; and




iii.  in
      the
      event NFC raises Financing of $2,000,000 or more, it will pay LAN the entire
      balance of the outstanding unpaid Settlement Amount.


e.  In
      addition to the payment of the Settlement Amount in settlement of LAN’s claim of
      breach against TCI and NFC, NFC hereby agrees to issue LAN a common stock
      warrant providing LAN the right to purchase 1,507,589 shares of NFC common
      stock
      (the “Warrant Shares”) based on the following terms and conditions, as well as
      additional terms and conditions set forth in the form of common stock warrant
      attached hereto as Exhibit
      D (the
“Warrant”):




i.  The
      Warrant may be exercised by LAN at any time between (a) the earlier to occur
      of
      either (i) thirty (30) days after NFC’s registration statement is approved by
      the the Securities and Exchange Commission (“SEC”) and NASD, Inc. (“NASD”)
      (which approval permits NFC’s securities to be traded on a public market and/or
      exchange) or (ii) June 1, 2007 and (b) on or prior to March 31, 2009 or an
      earlier date upon the occurrence of the payment of the Settlement Agreement
      in
      full (the “Exercise Period”);




ii.  LAN
      shall
      have a one time right to exercise the Warrant in whole and not in part, during
      the Exercise Period, provided the Settlement Agreement is not paid in its
      entirety prior to the commencement of the Exercise Period. The exercise price
      for the Warrant Shares shall be payable in a lump sum of $303,553 (the “Exercise
      Price”); and


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iii.  The
      stock
      certificate representing the shares of NFC common stock issuable by NFC upon
      payment of the Exercise Price to NFC during the Exercise Period shall contain
      the following restrictive legends (in addition to the other restrictions set
      forth in the Warrant):




(a)  “ THE
      SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING
      OF
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD,
      PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE
      ACT
      AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT
      TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE
      ISSUER THAT THE REGISTRATION PROVISIONS OF THE ACT HAVE BEEN COMPLIED WITH
      OR
      THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE
      ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.”; and




(b)  “Provided
      Nuevo Financial Center, Inc.’s (“NFC”) common stock represented hereby is
      registered and trading on a public securities market or exchange, the holder
      of
      this stock certificate shall not be permitted to sell, on any given business
      day, NFC shares represented hereby equal to more than ten percent (10%) of
      the
      average number of NFC shares traded on a public securities market or exchange
      during the previous five (5) business days. This restriction shall not apply:
      (i) in the event NFC’s common stock is not registered and trading on a public
      securities market or exchange, or (ii) to a private transaction whereby the
      proposed transfer may be effected without registration under the Securities
      Act
      or that may be effected under applicable state securities laws; provided,
      however, the NFC common stock represented hereby prior to the registration
      and
      trading of the NFC common stock on a public securities market or exchange shall
      continue to be subject to this restriction after such transfer.” The purpose of
      this restriction is to establish an orderly trading market for shares of NFC’s
      common stock, which NFC believes to be in the best interest of its shareholders.


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4.  LAN’S
      right to sell the NFC Shares .




a.  Subject
      to Section 4(b) below, LAN, as the owner of 311,605 NFC Shares, shall have
      the
      right, during the term of this Agreement, to sell any part and/or all of its
      NFC
      Shares to third parties; provided however, that upon receiving a bona fide
      third
      party offer to purchase the NFC Shares, LAN shall, within ten (10) days of
      receiving such offer, notify NFC and provide NFC with a twenty (20) day right
      of
      first refusal to purchase the NFC Shares on the same terms and conditions as
      set
      forth in the third party offer. If NFC rejects to purchase the shares pursuant
      to the terms and conditions set forth in the third party offer, LAN may sell
      the
      NFC Shares to the third party. To the extent that the sale of the NFC Shares
      by
      LAN results in LAN receiving proceeds equal to or in excess of any outstanding
      Settlement Amount for which LAN has not yet received payment, NFC’s payment
      obligations with respect to the Settlement Amount shall be deemed satisfied.
      In
      the event the sale of the NFC Shares by LAN results in LAN receiving proceeds
      less than the then outstanding Settlement Amount for which LAN has not yet
      received payment, NFC’s monthly payment obligations shall be recalculated and a
      revised Exhibit
      A shall be
      agreed to by the Parties in writing and attached hereto, provided the interest
      rate on the outstanding principal amount remains ten percent (10%) per annum
      and
      the monthly payment remains approximately $12,500 per month.


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b.  Notwithstanding
      Section 4(a) above, the percentage of the NFC Shares which LAN is permitted
      to
      sell will be proportionately reduced each time LAN receives payment against
      the
      outstanding Settlement Amount, whether such payment is a result of a monthly
      payment in accordance with the payment schedule attached as Exhibit
      A ,
      or LAN
      receives payment from a third party in exchange for the sale of all or a portion
      of the NFC Shares in accordance with the terms of this Agreement. Accordingly,
      and by way of example only, in the event LAN receives 10% of the outstanding
      Settlement Amount, LAN shall thereafter only be permitted to sell 90% of the
      NFC
      Shares which it then owns. In accordance with the foregoing, each time LAN
      receives payment on the outstanding Settlement Amount LAN hereby agrees to
      return the stock certificate it holds representing the number of NFC Shares
      it
      owned prior to such transaction and/or payment to NFC and NFC hereby agrees
      to
      issue a new stock certificate to LAN representing the number of shares LAN
      shall
      be deemed to own after giving affect to such transaction and/or payment and
      if
      applicable, NFC agrees to issue a new stock certificate to the third party
      purchasing all or a portion the NFC Shares owned by LAN. The Parties hereby
      agree that NFC shall not be obligated to make the next scheduled payment to
      LAN
      under the payment schedule attached hereto as Exhibit
      A unless
      and until LAN returns the stock certificate representing the number of NFC
      shares it owned prior to the previous transaction and/or payment. As an example
      of how the certificate return and re-issuance will work in practice, on January
      2, 2007 NFC will pay LAN $12,660.10 pursuant to Exhibit
      A and
      after receipt thereof, LAN will return to NFC the NFC stock certificate in
      its
      possession representing 280,444 NFC Shares. NFC will then issue a new stock
      certificate to LAN representing 271,510 NFC Shares and this process will be
      repeated each month in accordance with the terms of this Agreement. 1




1
        The calculation to determine the number of shares to be repurchased by NFC
        shall
        be based on a share price of $1.232/share ($350,000 divided by 311,605 shares)
        and only the principal portion of the payments set forth on Exhibit
        A shall be
        used in such calculation. In this example, the principal portion of the payment
        made on January 2, 2007 was $10,035.10 and therefore when divided by
        $1.1232/share, the number of shares repurchased equals 8,934.


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c.  Upon
      full
      execution of this Agreement, NFC shall pay LAN the Initial Payment and issue
      LAN
      a stock certificate for 280,444 NFC Shares, which NFC Shares shall be subject
      to
      the same restrictions set forth in Section 3, subsection e.(iii). Upon receipt
      of the Initial Payment and the stock certificate for 280,444 NFC Shares, LAN
      hereby agrees to direct its legal counsel to release the original TCI stock
      certificate from escrow and return such TCI stock certificate to NFC for
      cancellation. As of the date of this Agreement, NFC is in the process of working
      with its transfer agent to change the name on its stock certificates from MVCH
      to “Nuevo Financial Center, Inc.” Prior to such change becoming effective, the
      stock certificates to be issued in connection herewith shall bear the name
      “Millenium Venture Capital Holdings, Inc.” Once the change is effective, which
      is expected to occur prior to January 31, 2007, the stock certificates will
      be
      issued under the name “Nuevo Financial Center, Inc.”.




d.  NFC
      explicitly agrees that upon being notified by LAN of a bona fide third party
      offer to purchase LAN’s NFC Shares, NFC shall in no way interfere with or
      otherwise limit LAN’s ability to sell, and to profit from the sale of the NFC
      Shares by paying any outstanding Settlement Amount such that LAN receives less
      than it would be entitled to receive in connection with the sale of the NFC
      Shares to the third party offerror, or if NFC chooses, to NFC.




e.  As
      previously stated in the Contractual Agreement, LAN acknowledges and understands
      that its purchase of the NFC Shares (i) involves a high degree of risk, (ii)
      LAN
      may not be able to liquidate its investment, (iii) transferability is extremely
      limited, (iv) LAN could sustain a loss of its investment and (iv) there is
      no
      public market for the sale of the NFC Shares.


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f.  (i)  If
      NFC
      shall conduct an initial public offering of equity securities, anytime
      thereafter, upon written request by LAN (a “Requested Registration”) that NFC
      effect the registration under the Securities Act of 1933, as amended (the “Act”)
      of all or part of the NFC Shares (the “Registrable Securities”), NFC will use
      its best efforts to effect the registration under the Act of the Registrable
      Securities which NFC has been so requested to register by LAN within sixty
      (60)
      days after receipt of such request.




(ii)  If
      NFC
      for itself or any of its security holders shall at any time or times after
      the
      date hereof determine to register under the Act any shares of its capital stock
      or other securities, on each such occasion NFC will notify LAN of such
      determination at least thrity (30) days prior to the filing of such registration
      statement, and upon notice, NFC will use its best efforts, as soon as
      practicable thereafter, to cause any of the Registrable Securities specified
      by
      LAN to be included in such registration statement to the extent such
      registration is permissible under the Act, subject to the conditions of the
      Act
      and at the reasonable discretion of NFC’s underwriters.




5.  Security
      of the Payment Obligations .
      TCI and
      NFC agree that its payment obligations under this Agreement shall be secured
      by
      all of TCI’s and NFC’s assets, in accordance with the Subordinate Security
      Agreement attached hereto at Exhibit
      B .
      LAN
      agrees and understands that its security interest in NFC’s assets shall always
      be subordinate to NFC’s existing bridge loans with Vision Opportunity Capital
      Partners, LP, as evidenced by a certain secured convertible note in the
      principal amount of $500,000 and dated as of May 2, 2006 and a certain second
      convertible note in the amount of $500,000 and dated as of November 1, 2006
      and
      will further be subordinate to any senior lender from which it can raise
      Financing in connection with its efforts to raise financing, capital and/or
      funding on or about April 1, 2007 as described in Section 3(d) above. LAN shall
      have priority over all other creditors except those referenced in this Section
      5.




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6.  General
      Release . LAN
      agrees that, as a condition to receiving any benefits and covenants set forth
      in
      this Agreement, it shall execute, under oath, the general release in the form
      attached hereto as Exhibit
      C .
      The
      General Release shall be executed contemporaneously with the signing of this
      Agreement and shall be delivered to LAN’s counsel to be held in escrow and later
      delivered to counsel for TCI and NFC in accordance with Section 7 of this
      Agreement.




7.  Delivery
      of General Release . Within
      five (5) business days following delivery of the final payment provided for
      in
      Sections 3 and 4 above and the attached Exhibit
      A ,
      LAN, by
      its counsel, shall deliver the General Release to counsel for NFC.




8.  Binding
      on Successors . This
      Agreement shall be binding upon and inure to the benefit of successors and
      assigns of the Parties hereto.




9.  No
      Assignment .
      Each
      party hereby represents and warrants that they have not assigned, conveyed, sold or
      transferred, by operation of law or otherwise, any claims, demands, obligations,
      rights, causes of action, or interests herein and/or under the Contractual
      Agreement to any person or entity. In addition, LAN hereby represents and
      warrants that it is the current owner of the NFC Shares and that it has not
      transferred the NFC Shares to any person or entity. Furthermore, each Party
      hereby represents and warrants that they have not assigned the Contractual
      Agreement to any person or entity. In the event there is any claim based on,
      arising out of or in connection with any such transfer or assignment or
      purported assignment, the Party which made or purported to make such transfer
      or
      assignment hereby agrees to indemnify, defend and hold harmless the other Party
      from and against any such claim, action or cause of action, including reasonable
      attorneys’ fees and costs incurred in connection therewith.


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10.  Confidentiality .




a.  Except
      as
      provided in subsection (b) of this Section 10, the Parties agree that the terms
      end conditions of this Agreement are and shall remain confidential.




b.  Nothing
      in subsection (a) of this Section 10 shall prohibit: i) any Party from
      disclosing terms and conditions of the Agreement to the extent required by
      a
      final and binding court order or other compulsory process, provided that the
      disclosing Party provides the other Parties with at least ten (10) days notice
      of the order or compulsory process; ii) any Party from disclosing the terms
      and
      conditions of the Agreement to (a) its respective attorneys, auditors, lending
      institutions, or other agents or representatives that the disclosing Party
      in
      good faith believes should have access and/or to (b) its parent company, and
      such parent’s company’s respective attorneys, auditors, lending institutions, or
      other agents or representatives that the disclosing Party in good faith believes
      should have access; and/or (iii) NFC disclosing certain aspects of this
      Agreement on NFC securities filings, to the extent required by the United States
      Securities and Exchange Commission.




11.  No
      Presumption Against Drafter . None
      of
      the Parties to this Agreement shall be considered to be the drafter of the
      Agreement, or any provision hereof, or the exhibits attached hereto, for the
      purpose of any statute, case law, or rule of interpretation or construction
      that
      would or might cause any provision to be construed against the
      drafter.




12.  Governing
      Law; Jurisdiction and Venue . This
      Agreement will be construed and governed by the laws of the state of New York.
      Each Party, for itself and himself, and their respective successors and assigns,
      hereby consents to personal jurisdiction over it and them in the State or
      Federal courts located in New York County in connection with any action or
      proceeding arising out of or related to this Agreement. Each Party irrevocably
      waives, to the fullest extent permitted by law, any objection which it may
      have
      to the laying of the venue of any such suit, action or proceeding brought in
      such court and any claim that any such suit, action or proceeding brought in
      such court has been brought in an inconvenient forum. Each Party agrees that
      a
      final judgment in any such suit, action or proceeding brought in such court,
      after all appropriate appeals, is conclusive and binding upon it. Each Party
      agrees that process may be served against it in any suit, action or proceeding
      referred to in this subsection by sending same via certified or registered
      mail,
      return receipt requested or via overnight courier service. Each Party agrees
      that any such service (i) will be effective service of process upon it in any
      such suit, action or proceeding; and (ii) will to the fullest extent enforceable
      by law, be valid personal service upon and personal delivery to
      it.


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13.  Enforcement
      of Rights Under this Agreement .
      In the
      event that either Party is required to institute legal proceedings against
      the
      other Party arising out of a breach of this Agreement, the breaching Party
      shall
      be entitled to recover, in addition to any other remedy available, its costs
      and
      expenses, including its reasonable attorneys’ fees, in connection with such
      proceeding.




14.  Counterpart
      and Execution by Facsimile . This
      Agreement, and the exhibits hereto, may be executed in any number of
      counterparts and by different Parties on separate counterparts, each of which
      counterpart, when so executed and delivered, shall be deemed to be an original
      and all of which counterparts, taken together, shall constitute but one and
      the
      same Agreement. Facsimile signatures shall be considered as valid signatures
      as
      of the date hereof, although the original signature pages shall hereafter be
      appended to this Agreement.


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15.  Representation
      of Authority . Each
      undersigned representative of TCI, NFC and LAN, respectively, covenants and
      represents that such representative is fully authorized to enter into and to
      execute this Agreement on behalf of his or her respective party.




16.  Effective
      Date . The
      Agreement shall become effective upon its execution by the undersigned and
      delivery of a copy of the same to each Party (the “Effective
      Date”).




17.  Severability .
      Should
      any one or more of the provisions of this Agreement or the exhibits hereto
      be
      determined to be illegal or unenforceable, such provision(s) shall (i) be
      modified to the minimum extent necessary to render it valid and enforceable,
      or
      (ii) if it cannot be so modified, be deemed not to be a part of this Agreement
      and shall not affect the validity or enforceability of the remaining
      provisions.




18.  Termination
      of Contractual Agreement .
      Upon
      full execution of this Agreement all provisions of the Contractual Agreement
      shall terminate and be of no further force or effect. In accordance with the
      foregoing, upon full execution of this Agreement, LAN hereby acknowledges and
      agrees as follows: (i) Section 1 of the Contractual Agreement shall be of no
      further force and effect, including, but not limited to, the provisions thereof
      pertaining to the exclusivity provisions of subsection (a) and the provisions
      providing for NFC to offer LAN’s money transfer services; (ii) Section 3 of the
      Contractual Agreement, subsection (c) providing LAN with the right to appoint
      one of its executive officers to the board of directors of NFC, shall be of
      no
      further force and effect; and (iii) Section 3 of the Contractual Agreement,
      subsection (i) providing LAN the right to purchase securities to preserve the
      relative dividend rights and voting rights at prices not less favorable than
      the
      prices such securities are to be offered for sale to others, shall be of no
      further force and effect.


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19.  Entire
      Agreement .
      This
      Agreement and the attached exhibits sets forth the entire agreement between
      the
      Parties hereto, and fully supersedes any prior agreements or understandings
      between the Parties. This Agreement may only be amended in writing, signed
      by
      all of the Parties hereto.




20.  Voluntary
      Execution .
      Each of
      the Parties hereby acknowledge that it has carefully read this Agreement and
      understands all of its terms including the full and final release of claims
      pursuant to the General Release of claims pursuant to the General Release
      referenced in Section 6 hereof and attached hereto as Exhibit
      C .
      The
      Parties further acknowledge that each has voluntarily entered into this
      Agreement.




21.  Notices . Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be mailed by certified mail, return receipt requested
      (or by the most nearly comparable method if mailed from or to a location outside
      of the United States) or by Federal Express, Express Mail, or similar overnight
      delivery, or courier service or delivered in person or by telecopy, or similar
      telecommunications equipment against receipt to the party to whom it is to
      be
      given at the address of such party set forth in this Section 21 (or to such
      other address as the party shall have furnished in writing in accordance with
      the provisions of this Section 21).




If
      to
      LAN:




Envios
      de
      Valores La Nacional Corp.


566
      West
      207 th Street


New
      York,
      New York 10034


Attn.:
      Alan Friedman, President


(P)
      917.529.0700


(F)
      917.529.0749




16





With
      a
      copy (which copy shall not constitute notice) to:




Merle
      & Brown, P.C.


90
      Broad
      Street, Suite 2201


New
      York,
      New York 10004-2271


Attn.:
      Stephen Nakamura, Esq.


(P)
      212.471.2990


(F)
      212.471.2997




If
      to the
      NFC:




Nuevo
      Financial Center, Inc.


2112
      Bergenline Avenue


Union
      City, New Jersey 07087


Attn.:
      Jose Araque, CEO


(P)
      201.537.0956


(F)
      201.271.1154





With
      a
      copy (which copy shall not constitute notice) to:




Feingold
      Schechter P.A.


3858-S
      Sheridan Street


Hollywood,
      FL 33021


Attn.:
      Robert A. Feingold, Esq.


(P)
      954.967.2575


(F)
      954.967.2576





Any
      notice or other communication given by certified mail (or by such comparable
      method) shall be deemed given at the time of certification thereof (or
      comparable act), except for a notice changing a party's address which will
      be
      deemed given at the time of receipt thereof. Any notice given by other means
      permitted by this Section 21 shall be deemed given at the time of receipt
      thereof.




22.  Incorporation .
      The
      recitals set forth above are
      true
      and correct and are incorporated herein by reference.




23.  Cooperation .
      The
      Parties hereby agree to execute any and all additional documents reasonably
      necessary to carry out the terms, conditions and provisions of this Agreement.


17





IN
      WITNESS WHEREOF, the Parties hereto knowingly and voluntarily executed this
      Agreement and the General Release as of the date set forth below.





NUEVO
      FINANCIAL CENTER, INC., a


Delaware
      corporation, as successor-in-interest to


Telediscount
      Communications, Inc.








By:





Name:
      Jose Araque


Title:
      CEO


Date:  December
      __, 2006





ENVIOS
      DE
      VALORES LA NACIONAL CORP., a


New
      York
      corporation








By:





Name:
      Alan Friedman


Title:
      President


Date:  December
      __, 2006




18





**EXHIBIT
      A**





**PAYMENT
      SCHEDULE**





**See
      attached.**


19




**EXHIBIT
      B**


**SECURITY
      AGREEMENT**





This
      SECURITY AGREEMENT (the “Security Agreement”) is made this ___ day of December
      2006, by and between Nuevo Financial Center, Inc. (“Obligor”) and Envios De
      Valores La Nacional Corp. (“Secured Party”).




WHEREAS,
      Obligor and Secured Party have entered into a Confidential Settlement Agreement,
      Security Agreement and General Release (the “Agreement”) of even date, whereby
      Obligor has agreed to make payment to Secured Party in the amount of Three
      Hundred and Fifty Thousand Dollars ($350,000) together with interest;
      and




WHEREAS,
      Obligor has agreed to secure its performance under the Agreement by providing
      Secured Party with a subordinate security interest in the Collateral as defined
      and described below;




NOW
      THEREFORE, Obligor hereby agrees as follows:




1.  Security
      Interest .
      Obligor
      hereby grants Secured Party a subordinate security interest in the following
      properties, assets and rights of Obligor, wherever located, whether now owned
      or
      hereafter acquired or arising, and all proceeds and products thereof (which
      will
      hereinafter be referred to as the “Collateral”):




All
      personal and fixture property of every kind and nature including, without
      limitation, all furniture, fixtures, equipment, raw materials, inventory, other
      goods, accounts, contract rights, rights to the payment of money, insurance
      refund claims and all other insurance claims and proceeds, tort claims, chattel
      paper, documents, instruments, securities and other investment property, deposit
      accounts, rights to proceeds of letters of credit and all general intangibles
      including, without limitation, all tax refund claims, license fees, patents,
      patent applications, trademarks, trademark applications, trade names,
      copyrights, copyright applications, rights to sue and recover for past
      infringement of patents, trademarks and copyrights, computer programs, computer
      software, engineering drawings, service marks, customer lists, goodwill, and
      all
      licenses, permits, agreements of any kind or nature pursuant to which the
      Obligor possesses, uses or has authority to possess or use property (whether
      tangible or intangible) of others or others possess, use or have authority
      to
      possess or use property (whether tangible or intangible) of the Obligor, and
      all
      recorded data of any kind or nature, regardless of the medium of recording,
      including, without limitation, all software, writings, plans, specifications,
      formulations and schematics. The Obligor acknowledges and agrees that the
      foregoing collateral description covers all assets of the
      Obligor.


20





The
      foregoing subordinate security interest in the Collateral shall be subordinate
      in all respects to the security interest granted by Obligor to Vision
      Opportunity Capital Partners, LP (“VOCP”) in connection with a certain secured
      convertible note in the amount of $500,000, as well as a certain securities
      purchase agreement, security agreement and Unit Purchase Warrant all dated
      as of
      May 2, 2006 and a certain secured convertible note in the amount of $500,000,
      as
      well as a certain securities purchase agreement, security agreement and Unit
      Purchase Warrant all dated as of November 1, 2006. In addition, following the
      execution of this Security Agreement, and for a period of one (1) year
      hereafter, Secured Party will, at the request of Obligor agree to amend this
      Security Agreement to become subordinate to one (1) additional senior creditor
      from which Obligor may obtain credit and/or a credit facility, provided Obligor
      obtains such credit and/or credit facility. In such event, Secured Party agrees
      to remain subordinate to such senior creditor for the term of such loan and
      any
      modifications and/or extensions thereto.




2.  Obligor’s
      Representations and Warranties .
      Except
      for the security interest granted by this Agreement, and except for Secured
      Party’s position as a subordinate secured party to a senior creditor as
      contemplated in Section 1 hereof, and except for the interests granted by
      Obligor to VOCP, as well as Telediscount Communications, Inc.’s (“TCI”) dispute
      with Angel Castellanos d/b/a AC Consulting, pursuant to a default judgment
      entered on October 11, 2005 in the amount of $36,634.48 (of which approximately
      $4,000 has been paid by TCI to date and which dispute is currently the subject
      of good faith negotiations to reach a settlement agreement that is anticipated
      to result in a payment of less than the amount remaining due thereunder in
      return for a full release of claims), to the best of Obligor’s actual knowledge
      and belief, Obligor is the owner of the Collateral free from any adverse lien,
      security interest or encumbrance. To the best of Obligor’s actual knowledge and
      belief, no consent or approval (other than any which may be incidental to any
      filing with a filing officer to perfect the security interests in the
      Collateral) of any governmental body, regulatory authority, person, trust,
      or
      entity is or will be (i) necessary to the validity of the rights created
      hereunder, or (ii) required prior to the assignment, transfer, and delivery
      of
      any of the Collateral to Secured Party (or any agent designated by Secured
      Party). Other than as disclosed herein and in Obligor’s SB 2/A filed on November
      8, 2006, to the best of Obligor’s actual knowledge and belief, no material
      dispute, right to setoff, counterclaim, or defense exists with respect to all
      or
      any part of the Collateral. At Secured Party’s request, Obligor will join with
      Secured Party in executing one or more financing statements pursuant to the
      Uniform Commercial Code in a form satisfactory to Secured Party. Obligor shall
      have the right to sell portions of the Collateral in the ordinary course of
      its
      business, without Secured Party’s consent, provided, however, in the event
      Obligor seeks the Secured Party’s written consent, Secured Party agrees that its
      consent shall not be unreasonably withheld or delayed.


21




3.  Events
      of Default .
      Obligor
      shall be in default under this Agreement upon the happening of any of the
      following events or conditions: a) default in the payment of performance of
      any
      obligation, covenant or liability contained or referred to herein or in the
      Agreement; b) any warranty, representation or statement made or furnished to
      Secured Party by or on behalf of Obligor proves to have been false in any
      material respect when made or furnished; or c) dissolution, termination of
      existence, insolvency, business failure, appointment of a receiver of any part
      of the property, assignment for the benefit of creditors, or the commencement
      of
      any proceeding under any bankruptcy or insolvency laws by or against, Obligor
      or
      any guarantor or surety for Obligor.


22





4.  Rights
      and Remedies .
      Upon
      default by Obligor, Secured Party shall immediately notify Obligor in writing,
      which writing shall specify in detail the nature of such default and provide
      Obligor fifteen (15) days to cure such default. On the occurrence of any default
      hereunder after receipt of written notice and Obligor’s failure to cure the same
      within fifteen (15) days, and subject to the provisions contained in the
      Agreement, Secured Party shall be entitled to all rights and remedies provided
      for under law. Such rights of Secured Party shall be cumulative, and the
      exercise of any right by Secured Party shall not affect or impair other rights
      which Secured Party may have under the Agreement, this Security Agreement or
      at
      law.




5.  Full
      Payment .
      Upon
      payment in full by Obligor to Secured Party of all amounts due and payable
      under
      the Agreement, Secured Party shall have no further right or interest in or
      to
      the Collateral and shall file UCC-3 Termination Statements with respect to
      the
      financing statements previously filed with respect to the
      Collateral.




6.  Notices . Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be mailed by certified mail, return receipt requested
      (or by the most nearly comparable method if mailed from or to a location outside
      of the United States) or by Federal Express, Express Mail, or similar overnight
      delivery, or courier service or delivered in person or by telecopy, or similar
      telecommunications equipment against receipt to the party to whom it is to
      be
      given at the address of such party set forth in this Section 6 (or to such
      other
      address as the party shall have furnished in writing in accordance with the
      provisions of this Section 6).


23





If
      to
      LAN:




Envios
      de
      Valores La Nacional Corp.


566
      West
      207 th Street


New
      York,
      New York 10034


Attn.:
      Alan Friedman, President


(P)
      917.529.0700


(F)
      917.529.0749





With
      a
      copy (which copy shall not constitute notice) to:




Merle
      & Brown, P.C.


90
      Broad
      Street, Suite 2201


New
      York,
      New York 10004-2271


Attn.:
      Stephen Nakamura, Esq.


(P)
      212.471.2990


(F)
      212.471.2997




If
      to the
      NFC:




Nuevo
      Financial Center, Inc.


2112
      Bergenline Avenue


Union
      City, New Jersey 07087


Attn.:
      Jose Araque, CEO


(P)
      201.537.0956


(F)
      201.271.1154





With
      a
      copy (which copy shall not constitute notice) to:




Feingold
      Schechter P.A.


3858-S
      Sheridan Street


Hollywood,
      FL 33021


Attn.:
      Robert A. Feingold, Esq.


(P)
      954.967.2575


(F)
      954.967.2576





Any
      notice or other communication given by certified mail (or by such comparable
      method) shall be deemed given at the time of certification thereof (or
      comparable act), except for a notice changing a party's address which will
      be
      deemed given at the time of receipt thereof. Any notice given by other means
      permitted by this Section 6 shall be deemed given at the time of receipt
      thereof.


24




7.  Counterparts/Faxes .
      This
      Security Agreement may be executed in any number of counterparts and by
      different Parties on separate counterparts, each of which counterpart, when
      so
      executed and delivered, shall be deemed to be an original and all of which
      counterparts, taken together, shall constitute but one and the same Security
      Agreement. Facsimile signatures shall be considered as valid signatures as
      of
      the date hereof, although the original signature pages shall hereafter be
      appended to this Security Agreement.




8.  Governing
      Law .
      This
      Security Agreement will be construed and governed by the laws of the State
      of
      New York. Each party, for itself and himself, and their respective successors
      and assigns, hereby consents to personal jurisdiction over it and them in the
      State or Federal courts located in New York County in connection with any action
      or proceeding arising out of or related to this Security Agreement. Each Party
      irrevocably waives, to the fullest extent permitted by law, any objection which
      it may have to the laying of the venue of any such suit, action or proceeding
      brought in such court and any claim that any such suit, action or proceeding
      brought in such court has been brought in an inconvenient forum. Each Party
      agrees that a final judgment in any such suit, action or proceeding brought
      in
      such court, after all appropriate appeals, is conclusive and binding upon it.
      Each Party agrees that process may be served against it in any suit, action
      or
      proceeding referred to in this subsection by sending same via certified or
      registered mail, return receipt requested or via overnight courier service.
      Each
      Party agrees that any such service (i) will be effective service of process
      upon
      it in any such suit, action or proceeding; and (ii) will to the fullest extent
      enforceable by law, be valid personal service upon and personal delivery to
      it.




25





IN
      WITNESS WHEREOF, the parties have caused this Security Agreement to be executed
      as of the first date written above.





NUEVO
      FINANCIAL CENTER, INC.,


as
      successor-in-interest to Telediscount


Communications,
      Inc.








By:





Name:
      Jose Araque


Title:
      CEO


Date:  December
      __, 2006








ENVIOS
      DE
      VALORES LA NACIONAL CORP.








By:





Name:
      Alan Friedman


Title:
      President


Date:  December
      __, 2006




26





**EXHIBIT
      C**


**GENERAL
      RELEASE**





Envios
      De
      Valores La Nacional Corp., its predecessor entities and each of its present
      and
      former direct and indirect parents and partners, subsidiaries, divisions,
      affiliates or associates (as defined in SEC Rule 12b-2 promulgated pursuant
      to
      the Securities and Exchange Act of 1934); and their present and former partners,
      stockholders, officers, directors, employees, accountants, agents and legal
      representatives; and the predecessors, heirs, executors, administrators,
      successors and assigns of any of the above persons or entities (“LAN”) hereby
      fully release and discharge Nuevo Financial Center, Inc. its predecessor
      entities and each of its present and former direct and indirect parents and
      partners, subsidiaries, divisions, affiliates or associates (as defined in
      SEC
      Rule 12b-2 promulgated pursuant to the Securities and Exchange Act of 1934);
      and
      their present and former partners, stockholders, officers, directors, employees,
      accountants, agents and legal representatives; and the predecessors, heirs,
      executors, administrators, successors and assigns of any of the above persons
      or
      entities (“NFC”), from any and all actions, causes of action, suit, debts,
      damages, remedies, contracts (express or implied), dues, sums of money,
      accounts, reckonings, bonds, bills, specialties, covenants, agreements,
      promises, judgments, obligations, grievances, claims, charges, complaints,
      and
      demands whatsoever, in law or equity, known or unknown, against NFC that LAN
      may
      now have or hereafter can, shall or may have for, upon or by reason of any
      matter, cause, or thing, under any federal, state, city, or local laws, rules,
      regulations or guidelines but based solely upon conduct occurring from the
      beginning of the world, up to and including the date of LAN’s delivery of this
      General Release to NFC. LAN will not institute or be represented in, and will
      not submit or file, or authorize the submission of filing on its behalf of,
      any
      lawsuit, claim, charge, complaint or other proceeding against NFC based on
      conduct occurring up to and including the date of NFC’s execution of the
      Confidential Settlement Agreement, Security Agreement and General Release (the
      “Agreement”). LAN shall not seek or accept any award or settlement from any such
      source or proceeding. In the event LAN institutes, is a party to, or is a member
      of a class that institutes, any such action or proceeding, its claims shall
      be
      dismissed or class membership terminated immediately upon presentation of the
      Agreement in full satisfaction of any such claim and LAN shall immediately
      reimburse NFC for all monies paid by NFC to obtain such dismissal, including,
      but not limited to, its reasonable attorneys’ fees.





Dated: New
      York,
      New York


December
      ___, 2006




ENVIOS
                DE VALORES LA NACIONAL CORP.By:Name:
                Alan FriedmanTitle:
                President




27




**EXHIBIT
      D**





**FORM
      OF COMMON STOCK WARRANT**





**THIS
      WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR
      INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE
      SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR
      PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR IF THE PROPOSED
      TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION, UNDER THE SECURITIES ACT OR
      REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES
      LAWS.**





**THIS
      WARRANT, THE SECURITIES REPRESENTED BY THIS WARRANT AND THE COMMON STOCK
      ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO CERTAIN RESTRICTIONS
      ON
      TRANSFER AS SET FORTH IN A CERTAIN CONFIDENTIAL SETTLEMENT AGREEMENT, SECURITY
      AGREEMENT AND GENERAL RELEASE DATED AS OF DECEMBER __, 2006, BY AND BETWEEN
      THE
      ISSUER OF SUCH SECURITIES (THE "CORPORATION") AND ENVIOS DE VALORES LA NACIONAL
      CORP., A NEW YORK CORPORATION (THE “SETTLEMENT AGREEMENT”). A COPY OF SUCH
      SETTLEMENT AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO
      THE
      HOLDER HEREOF UPON WRITTEN REQUEST.**





**NUEVO
      FINANCIAL CENTER, INC.**





**COMMON
      STOCK WARRANT**





**No. W-LAN**
            **December
                __,
                2006**





**VOID
      AFTER March 31, 2009**


**(or
      earlier upon the occurrence of**


**certain
      events described below)**





**THIS
      CERTIFIES** that,
      for value received, **ENVIOS
      DE VALORES LA NACIONAL CORP.,** a
      New
      York corporation **** or
      its
      assigns (the "Holder"), shall be entitled to subscribe for and purchase
      from **NUEVO FINANCIAL CENTER, INC.,** a
      Delaware corporation (the "Corporation"), 1,507,589 shares of common stock,
      $.001 par value per share of the Corporation (the "Common Stock"), during the
      “Exercise Period” (as defined in Section 1 hereof), pursuant to the terms and
      subject to the conditions hereof.




28




**Section
      1.**  **Exercise
      Period** **.** This
      Warrant may be exercised by the Holder at any time or from time to time between
      (a) the earlier to occur of either (i) thirty
      (30) days after the Corporation’s registration statement is approved by the
      Securities and Exchange Commission (“SEC”) and NASD, Inc. (“NASD”) (which
      approval permits the Corporation’s securities to be traded on a public market
      and/or exchange) or (ii)
      June 1, 2007 and (b) on or prior to March 31, 2009, or an earlier date upon
      the
      occurrence of the payment of the “Settlement Amount” (as defined in the
      Settlement Agreement) in full in accordance with the terms of the Settlement
      Agreement (such period being herein referred to as the "Exercise
      Period").




**Section
      2.**  **Exercise
      Price** **.** The
      exercise price for all of the NFC common stock represented hereby (the “Warrant
      Shares”) shall be payable in a lump sum of $303,553 (the "Exercise
      Price") .




**Section
      3.**  **Exercise
      of Warrant; Warrant Shares** **.**




**(a)**  The
      rights represented by this Warrant may be exercised one time during the Exercise
      Period (provided the Settlement Agreement is not paid in its entirety prior
      to
      the commencement of the Exercise Period), in whole and not in any part, by
      (i)
      the surrender of this Warrant (properly endorsed) at the office of the
      Corporation (or at such other agency or office of the Corporation in the United
      States of America as it may designate by notice in writing to the Holder at
      the
      address of the Holder appearing on the books of the Corporation), (ii) 
delivery to the Corporation of a notice of election to exercise in the form
      of **Exhibit
      A** attached
      hereto, and (iii) payment to the Corporation of the Exercise Price by cash,
      wire
      transfer of funds or check.




**(b)**  The
      date
      on which this Warrant is surrendered and on which payment of the Exercise Price
      is made in accordance with Section 3(a) above is referred to herein as an
      "Exercise Date." Simultaneously with such exercise, the Corporation shall issue
      and deliver a certificate for the Warrant Shares being purchased pursuant to
      such exercise, registered in the name of the Holder or the Holder's designee,
      to
      such Holder or designee, as the case may be.




**(c)**  The
      person in whose name the certificate for shares of Common Stock is issued upon
      the exercise shall for all purposes be deemed to have become the holder of
      record of such shares as of the Exercise Date, except that if the Exercise
      Date
      is a date on which the stock transfer books of the Corporation are closed,
      such
      person or entity shall be deemed to have become the holder of record of such
      shares at the close of business on the next succeeding date on which the stock
      transfer books are open. The Corporation shall pay all documentary, stamp or
      other transactional taxes attributable to the issuance or delivery of shares
      of
      Common Stock upon exercise of this Warrant; provided , however ,
      that
      the Corporation shall not be required to pay any taxes which may be payable
      in
      respect of any transfer involved in the issuance or delivery of any certificate
      for such shares in a name other than that of the Holder to the extent such
      taxes
      would exceed the taxes otherwise payable if such certificate had been issued
      to
      the Holder.




**Section
      4.**  **Representations,
      Warranties and Covenants as to Common Stock** **.** The
      Corporation represents and warrants to the Holder that all shares of Common
      Stock that may be issued upon the proper exercise of this Warrant will, upon
      issuance, be validly issued, fully paid and nonassessable, with no personal
      liability attaching to the ownership thereof, and free from all taxes, liens
      and
      charges with respect to the issue thereof. The Corporation will from time to
      time use its reasonable best efforts to take all such action as may be required
      to assure that the stated or par value per share of the Common Stock is at
      all
      times no greater than the then effective Exercise Price. The Corporation shall
      at all times have authorized and reserved, free from preemptive rights, a
      sufficient number of shares of its Common Stock to provide for the exercise
      of
      this Warrant. The Corporation shall not take any action which would cause the
      number of authorized but unissued shares of Common Stock to be less than the
      number of such shares required to be reserved hereunder for issuance upon
      exercise of this Warrant. If any shares of Common Stock reserved for the purpose
      of issuance upon the exercise of this Warrant require registration with or
      approval of any governmental authority under any Federal or state law before
      such shares may be validly issued or delivered upon exercise, then the
      Corporation shall in good faith and as expeditiously as possible endeavor to
      secure such registration or approval, as the case may be.




29




**Section
      5.**  **Intentionally
      Omitted.**




**Section
      6.**  **Notice
      of Record Date** **.** In
      case
      the Corporation shall take a record of the holders of its Common Stock (or
      other
      stock or securities at the time deliverable upon the exercise of this Warrant)
      for the purpose of entitling or enabling them to receive any dividend or other
      distribution, or to receive any right to subscribe for or purchase any shares
      of
      stock of any class or any other securities, or to receive any other right,
      then
      the Corporation will mail or cause to be mailed to the Holder of this Warrant
      a
      notice specifying the date on which a record is to be taken for the purpose
      of
      such dividend, distribution or right. Such notice shall be mailed at least
      ten
      (10) days, or if such advance notice is not practicable, then such shorter
      period as may be practicable, prior to the record date.




**Section
      7.**  **No
      Shareholder Rights** **.** This
      Warrant shall not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Corporation.




**Section
      8.**  **Restrictions
      on Transfer** **.** The
      stock certificate representing the shares of Common Stock issuable upon exercise
      of this Warrant shall contain the following restrictive legends:




(a)  “THE
      SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING
      OF
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD,
      PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE
      ACT
      AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT
      TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE
      ISSUER THAT THE REGISTRATION PROVISIONS OF THE ACT HAVE BEEN COMPLIED WITH
      OR
      THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE
      ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.”; and




(b)  “Provided
      Nuevo Financial Center, Inc.’s (“NFC”) common stock represented hereby is
      registered and trading on a public securities market or exchange, the holder
      of
      this stock certificate shall not be permitted to sell, on any given business
      day, NFC shares represented hereby equal to more than ten percent (10%) of
      the
      average number of NFC shares traded on a public securities market or exchange
      during the previous five (5) business days. This restriction shall not apply:
      (i) in the event NFC’s common stock is not registered and trading on a public
      securities market or exchange, or (ii) to a private transaction whereby the
      proposed transfer may be effected without registration under the Securities
      Act
      or that may be effected under applicable state securities laws; provided,
      however, the NFC common stock represented hereby prior to the registration
      and
      trading of the NFC common stock on a public securities market or exchange shall
      continue to be subject to this restriction after such transfer.”




30




**Section
      9.**  **Registration
      Rights** .
      The
      Corporation hereby agrees to register the shares of Common Stock issuable upon
      exercise of this Warrant in a manner that is fair and consistent with the
      registration of the shares of Common Stock issuable upon the exercise of other
      warrants issued by the Corporation, and subject to the sole and absolute
      discretion of the Corporation’s underwriters.




**Section
      10.**  **Lost,
      Stolen, Mutilated or Destroyed Warrant** **.** If this
      Warrant is lost, stolen, mutilated or destroyed, the Corporation shall, on
      such
      terms as to indemnity or otherwise as it may in its reasonable discretion impose
      (which shall, in the case of a mutilated Warrant, include the surrender
      thereof), issue a new Warrant of like denomination and tenor as the Warrant
      so
      lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute
      an
      original contractual obligation of the Corporation, whether or not the allegedly
      lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable
      by
      anyone.




**Section
      11.**  **Notices** **.** Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be mailed by certified mail, return receipt requested
      (or by the most nearly comparable method if mailed from or to a location outside
      of the United States) or by Federal Express, Express Mail, or similar overnight
      delivery, or courier service or delivered in person or by telecopy, or similar
      telecommunications equipment against receipt to the party to whom it is to
      be
      given at the address of such party set forth in this Section 11 (or to such
      other address as the party shall have furnished in writing in accordance with
      the provisions of this Section 11).




If
      to the
      NFC:




Nuevo
      Financial Center, Inc.


2112
      Bergenline Avenue


Union
      City, New Jersey 07087


Attn.:
      Jose Araque, CEO


(P)
      201.537.0956


(F)
      201.271.1154


31





With
      a
      copy (which copy shall not constitute notice) to:




Feingold
      Schechter P.A.


3858-S
      Sheridan Street


Hollywood,
      FL 33021


Attn.:
      Robert A. Feingold, Esq.


(P)
      954.967.2575


(F)
      954.967.2576





If
      to the
      Holder, to the Holder's address as set forth in the records of the
      Corporation.





Any
      notice or other communication given by certified mail (or by such comparable
      method) shall be deemed given at the time of certification thereof (or
      comparable act), except for a notice changing a party's address which will
      be
      deemed given at the time of receipt thereof. Any notice given by other means
      permitted by this Section 11 shall be deemed given at the time of receipt
      thereof.





**Section
      12.**  **Governing
      Law** **.** This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of New York (without giving effect to the principles or rules, of such
      state, governing conflicts of laws).




**Section
      13.**  **Headings** **.** The
      headings of the various sections contained in this Warrant have been inserted
      for convenience of reference only and should not be deemed to be a part of
      this
      Warrant.




**Section
      14.**  **Amendment
      and Waiver** **.** The
      Warrant may not be modified or amended, or any of the provisions hereof waived,
      except by written agreement of the Corporation and the Holder.




*
      * *
      *


32


**IN
      WITNESS WHEREOF** ,
      the
      Corporation has caused this Warrant to be executed by its duly authorized
      officers as of the date first written above.




**NUEVO
                FINANCIAL CENTER, INC.**By:Name:
                Jose AraqueTitle:
                CEO


33


**EXHIBIT
      A TO WARRANT**





**FORM
      OF NOTICE OF ELECTION TO EXERCISE**





[To
      be
      executed only upon exercise


of
      the
      Warrant to which this form is attached]




To
      Nuevo
      Financial Center, Inc.:





The
      undersigned, the holder of the Warrant to which this form is attached, hereby
      irrevocably elects to exercise the right represented by such Warrant to purchase
      all 1,507,589 shares of Common Stock of **NUEVO
      FINANCIAL CENTER, INC.** ,
      and
      herewith tenders the aggregate payment of $303,553 in the form of cash, wire
      transfer funds or check, in full payment of the purchase price for such shares.
      The undersigned requests that a certificate for such shares be issued in the
      name of ______ ,
      whose
      address is __________________ ,
      and
      that such certificate be delivered to __________ ,
      whose
      address is ___________ .




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


34




**SECURITY
      AGREEMENT**





This
      SECURITY AGREEMENT (the “Security Agreement”) is made this ___ day of December
      2006, by and between Nuevo Financial Center, Inc. (“Obligor”) and Envios De
      Valores La Nacional Corp. (“Secured Party”).




WHEREAS,
      Obligor and Secured Party have entered into a Confidential Settlement Agreement,
      Security Agreement and General Release (the “Agreement”) of even date, whereby
      Obligor has agreed to make payment to Secured Party in the amount of Three
      Hundred and Fifty Thousand Dollars ($350,000) together with interest;
      and




WHEREAS,
      Obligor has agreed to secure its performance under the Agreement by providing
      Secured Party with a subordinate security interest in the Collateral as defined
      and described below;




NOW
      THEREFORE, Obligor hereby agrees as follows:




1.  Security
      Interest .
      Obligor
      hereby grants Secured Party a subordinate security interest in the following
      properties, assets and rights of Obligor, wherever located, whether now owned
      or
      hereafter acquired or arising, and all proceeds and products thereof (which
      will
      hereinafter be referred to as the “Collateral”):




All
      personal and fixture property of every kind and nature including, without
      limitation, all furniture, fixtures, equipment, raw materials, inventory, other
      goods, accounts, contract rights, rights to the payment of money, insurance
      refund claims and all other insurance claims and proceeds, tort claims, chattel
      paper, documents, instruments, securities and other investment property, deposit
      accounts, rights to proceeds of letters of credit and all general intangibles
      including, without limitation, all tax refund claims, license fees, patents,
      patent applications, trademarks, trademark applications, trade names,
      copyrights, copyright applications, rights to sue and recover for past
      infringement of patents, trademarks and copyrights, computer programs, computer
      software, engineering drawings, service marks, customer lists, goodwill, and
      all
      licenses, permits, agreements of any kind or nature pursuant to which the
      Obligor possesses, uses or has authority to possess or use property (whether
      tangible or intangible) of others or others possess, use or have authority
      to
      possess or use property (whether tangible or intangible) of the Obligor, and
      all
      recorded data of any kind or nature, regardless of the medium of recording,
      including, without limitation, all software, writings, plans, specifications,
      formulations and schematics. The Obligor acknowledges and agrees that the
      foregoing collateral description covers all assets of the
      Obligor.


35





The
      foregoing subordinate security interest in the Collateral shall be subordinate
      in all respects to the security interest granted by Obligor to Vision
      Opportunity Capital Partners, LP (“VOCP”) in connection with a certain secured
      convertible note in the amount of $500,000, as well as a certain securities
      purchase agreement, security agreement and Unit Purchase Warrant all dated as of
      May 2, 2006 and a certain secured convertible note in the amount of $500,000,
      as
      well as a certain securities purchase agreement, security agreement and Unit
      Purchase Warrant all dated as of November 1, 2006. In addition, following the
      execution of this Security Agreement, and for a period of one (1) year
      hereafter, Secured Party will, at the request of Obligor agree to amend this
      Security Agreement to become subordinate to one (1) additional senior creditor
      from which Obligor may obtain credit and/or a credit facility, provided Obligor
      obtains such credit and/or credit facility. In such event, Secured Party agrees
      to remain subordinate to such senior creditor for the term of such loan and
      any
      modifications and/or extensions thereto.




2.  Obligor’s
      Representations and Warranties .
      Except
      for the security interest granted by this Agreement, and except for Secured
      Party’s position as a subordinate secured party to a senior creditor as
      contemplated in Section 1 hereof, and except for the interests granted by
      Obligor to VOCP, as well as Telediscount Communications, Inc.’s (“TCI”) dispute
      with Angel Castellanos d/b/a AC Consulting, pursuant to a default judgment
      entered on October 11, 2005 in the amount of $36,634.48 (of which approximately
      $4,000 has been paid by TCI to date and which dispute is currently the subject
      of good faith negotiations to reach a settlement agreement that is anticipated
      to result in a payment of less than the amount remaining due thereunder in
      return for a full release of claims), to the best of Obligor’s actual knowledge
      and belief, Obligor is the owner of the Collateral free from any adverse lien,
      security interest or encumbrance. To the best of Obligor’s actual knowledge and
      belief, no consent or approval (other than any which may be incidental to any
      filing with a filing officer to perfect the security interests in the
      Collateral) of any governmental body, regulatory authority, person, trust,
      or
      entity is or will be (i) necessary to the validity of the rights created
      hereunder, or (ii) required prior to the assignment, transfer, and delivery
      of
      any of the Collateral to Secured Party (or any agent designated by Secured
      Party). Other than as disclosed herein and in Obligor’s SB 2/A filed on November
      8, 2006, to the best of Obligor’s actual knowledge and belief, no material
      dispute, right to setoff, counterclaim, or defense exists with respect to all
      or
      any part of the Collateral. At Secured Party’s request, Obligor will join with
      Secured Party in executing one or more financing statements pursuant to the
      Uniform Commercial Code in a form satisfactory to Secured Party. Obligor shall
      have the right to sell portions of the Collateral in the ordinary course of
      its
      business, without Secured Party’s consent, provided, however, in the event
      Obligor seeks the Secured Party’s written consent, Secured Party agrees that its
      consent shall not be unreasonably withheld or delayed.


36





3.  Events
      of Default .
      Obligor
      shall be in default under this Agreement upon the happening of any of the
      following events or conditions: a) default in the payment of performance of
      any
      obligation, covenant or liability contained or referred to herein or in the
      Agreement; b) any warranty, representation or statement made or furnished to
      Secured Party by or on behalf of Obligor proves to have been false in any
      material respect when made or furnished; or c) dissolution, termination of
      existence, insolvency, business failure, appointment of a receiver of any part
      of the property, assignment for the benefit of creditors, or the commencement
      of
      any proceeding under any bankruptcy or insolvency laws by or against, Obligor
      or
      any guarantor or surety for Obligor.


37





4.  Rights
      and Remedies .
      Upon
      default by Obligor, Secured Party shall immediately notify Obligor in writing,
      which writing shall specify in detail the nature of such default and provide
      Obligor fifteen (15) days to cure such default. On the occurrence of any default
      hereunder after receipt of written notice and Obligor’s failure to cure the same
      within fifteen (15) days, and subject to the provisions contained in the
      Agreement, Secured Party shall be entitled to all rights and remedies provided
      for under law. Such rights of Secured Party shall be cumulative, and the
      exercise of any right by Secured Party shall not affect or impair other rights
      which Secured Party may have under the Agreement, this Security Agreement or
      at
      law.




5.  Full
      Payment .
      Upon
      payment in full by Obligor to Secured Party of all amounts due and payable
      under
      the Agreement, Secured Party shall have no further right or interest in or
      to
      the Collateral and shall file UCC-3 Termination Statements with respect to
      the
      financing statements previously filed with respect to the
      Collateral.




6.  Notices . Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be mailed by certified mail, return receipt requested
      (or by the most nearly comparable method if mailed from or to a location outside
      of the United States) or by Federal Express, Express Mail, or similar overnight
      delivery, or courier service or delivered in person or by telecopy, or similar
      telecommunications equipment against receipt to the party to whom it is to
      be
      given at the address of such party set forth in this Section 6 (or to such
      other
      address as the party shall have furnished in writing in accordance with the
      provisions of this Section 6).


38





If
      to
      LAN:




Envios
      de
      Valores La Nacional Corp.


566
      West
      207 th Street


New
      York,
      New York 10034


Attn.:
      Alan Friedman, President


(P)
      917.529.0700


(F)
      917.529.0749





With
      a
      copy (which copy shall not constitute notice) to:




Merle
      & Brown, P.C.


90
      Broad
      Street, Suite 2201


New
      York,
      New York 10004-2271


Attn.:
      Stephen Nakamura, Esq.


(P)
      212.471.2990


(F)
      212.471.2997




If
      to the
      NFC:




Nuevo
      Financial Center, Inc.


2112
      Bergenline Avenue


Union
      City, New Jersey 07087


Attn.:
      Jose Araque, CEO


(P)
      201.537.0956


(F)
      201.271.1154





With
      a
      copy (which copy shall not constitute notice) to:




Feingold
      Schechter P.A.


3858-S
      Sheridan Street


Hollywood,
      FL 33021


Attn.:
      Robert A. Feingold, Esq.


(P)
      954.967.2575


(F)
      954.967.2576





Any
      notice or other communication given by certified mail (or by such comparable
      method) shall be deemed given at the time of certification thereof (or
      comparable act), except for a notice changing a party's address which will
      be
      deemed given at the time of receipt thereof. Any notice given by other means
      permitted by this Section 6 shall be deemed given at the time of receipt
      thereof.


39





7.  Counterparts/Faxes .
      This
      Security Agreement may be executed in any number of counterparts and by
      different Parties on separate counterparts, each of which counterpart, when
      so
      executed and delivered, shall be deemed to be an original and all of which
      counterparts, taken together, shall constitute but one and the same Security
      Agreement. Facsimile signatures shall be considered as valid signatures as
      of
      the date hereof, although the original signature pages shall hereafter be
      appended to this Security Agreement.




8.  Governing
      Law .
      This
      Security Agreement will be construed and governed by the laws of the State
      of
      New York. Each party, for itself and himself, and their respective successors
      and assigns, hereby consents to personal jurisdiction over it and them in the
      State or Federal courts located in New York County in connection with any action
      or proceeding arising out of or related to this Security Agreement. Each Party
      irrevocably waives, to the fullest extent permitted by law, any objection which
      it may have to the laying of the venue of any such suit, action or proceeding
      brought in such court and any claim that any such suit, action or proceeding
      brought in such court has been brought in an inconvenient forum. Each Party
      agrees that a final judgment in any such suit, action or proceeding brought
      in
      such court, after all appropriate appeals, is conclusive and binding upon it.
      Each Party agrees that process may be served against it in any suit, action
      or
      proceeding referred to in this subsection by sending same via certified or
      registered mail, return receipt requested or via overnight courier service.
      Each
      Party agrees that any such service (i) will be effective service of process
      upon
      it in any such suit, action or proceeding; and (ii) will to the fullest extent
      enforceable by law, be valid personal service upon and personal delivery to
      it.


40





IN
      WITNESS WHEREOF, the parties have caused this Security Agreement to be executed
      as of the first date written above.





NUEVO
      FINANCIAL CENTER, INC.,


as
      successor-in-interest to Telediscount


Communications,
      Inc.








By:





Name:
      Jose Araque


Title:
      CEO


Date:  December
      __, 2006








ENVIOS
      DE
      VALORES LA NACIONAL CORP.








By:





Name:
      Alan Friedman


Title:
      President


Date:  December
      __, 2006




41




**GENERAL
      RELEASE**





Envios
      De
      Valores La Nacional Corp., its predecessor entities and each of its present
      and
      former direct and indirect parents and partners, subsidiaries, divisions,
      affiliates or associates (as defined in SEC Rule 12b-2 promulgated pursuant
      to
      the Securities and Exchange Act of 1934); and their present and former partners,
      stockholders, officers, directors, employees, accountants, agents and legal
      representatives; and the predecessors, heirs, executors, administrators,
      successors and assigns of any of the above persons or entities (“LAN”) hereby
      fully release and discharge Nuevo Financial Center, Inc. its predecessor
      entities and each of its present and former direct and indirect parents and
      partners, subsidiaries, divisions, affiliates or associates (as defined in
      SEC
      Rule 12b-2 promulgated pursuant to the Securities and Exchange Act of 1934);
      and
      their present and former partners, stockholders, officers, directors, employees,
      accountants, agents and legal representatives; and the predecessors, heirs,
      executors, administrators, successors and assigns of any of the above persons
      or
      entities (“NFC”), from any and all actions, causes of action, suit, debts,
      damages, remedies, contracts (express or implied), dues, sums of money,
      accounts, reckonings, bonds, bills, specialties, covenants, agreements,
      promises, judgments, obligations, grievances, claims, charges, complaints,
      and
      demands whatsoever, in law or equity, known or unknown, against NFC that LAN
      may
      now have or hereafter can, shall or may have for, upon or by reason of any
      matter, cause, or thing, under any federal, state, city, or local laws, rules,
      regulations or guidelines but based solely upon conduct occurring from the
      beginning of the world, up to and including the date of LAN’s delivery of this
      General Release to NFC. LAN will not institute or be represented in, and will
      not submit or file, or authorize the submission of filing on its behalf of,
      any
      lawsuit, claim, charge, complaint or other proceeding against NFC based on
      conduct occurring up to and including the date of NFC’s execution of the
      Confidential Settlement Agreement, Security Agreement and General Release (the
      “Agreement”). LAN shall not seek or accept any award or settlement from any such
      source or proceeding. In the event LAN institutes, is a party to, or is a member
      of a class that institutes, any such action or proceeding, its claims shall
      be
      dismissed or class membership terminated immediately upon presentation of the
      Agreement in full satisfaction of any such claim and LAN shall immediately
      reimburse NFC for all monies paid by NFC to obtain such dismissal, including,
      but not limited to, its reasonable attorneys’ fees.





Dated:  New
      York,
      New York


December
      ___, 2006




ENVIOS
                DE VALORES LA NACIONAL CORP.By:Name:
                Alan FriedmanTitle:
                President  42




**COMMON
      STOCK WARRANT**





**THIS
      WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR
      INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE
      SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR
      PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR IF THE PROPOSED
      TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION, UNDER THE SECURITIES ACT OR
      REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES
      LAWS.**





**THIS
      WARRANT, THE SECURITIES REPRESENTED BY THIS WARRANT AND THE COMMON STOCK
      ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO CERTAIN RESTRICTIONS
      ON
      TRANSFER AS SET FORTH IN A CERTAIN CONFIDENTIAL SETTLEMENT AGREEMENT, SECURITY
      AGREEMENT AND GENERAL RELEASE DATED AS OF DECEMBER 20, 2006, BY AND BETWEEN
      THE
      ISSUER OF SUCH SECURITIES (THE "CORPORATION") AND ENVIOS DE VALORES LA NACIONAL
      CORP., A NEW YORK CORPORATION (THE “SETTLEMENT AGREEMENT”). A COPY OF SUCH
      SETTLEMENT AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO
      THE
      HOLDER HEREOF UPON WRITTEN REQUEST.**





**NUEVO
      FINANCIAL CENTER, INC.**





**COMMON
      STOCK WARRANT**




**No.
              W-LAN**
            **December
                20,
                2006**


**VOID
      AFTER March 31, 2009**


**(or
      earlier upon the occurrence of**


**certain
      events described below)**





**THIS
      CERTIFIES** that,
      for value received, **ENVIOS
      DE VALORES LA NACIONAL CORP.,** a
      New
      York corporation **** or
      its
      assigns (the "Holder"), shall be entitled to subscribe for and purchase
      from **NUEVO FINANCIAL CENTER, INC.,** a
      Delaware corporation (the "Corporation"), 1,507,589 shares of common stock,
      $.001 par value per share of the Corporation (the "Common Stock"), during the
      “Exercise Period” (as defined in Section 1 hereof), pursuant to the terms and
      subject to the conditions hereof.




**Section
      15.**  **Exercise
      Period** **.** This
      Warrant may be exercised by the Holder at any time or from time to time between
      (a) the earlier to occur of either (i) thirty
      (30) days after the Corporation’s registration statement is approved by the
      Securities and Exchange Commission (“SEC”) and NASD, Inc. (“NASD”) (which
      approval permits the Corporation’s securities to be traded on a public market
      and/or exchange) or (ii)
      June 1, 2007 and (b) on or prior to March 31, 2009, or an earlier date upon
      the
      occurrence of the payment of the “Settlement Amount” (as defined in the
      Settlement Agreement) in full in accordance with the terms of the Settlement
      Agreement (such period being herein referred to as the "Exercise
      Period").




43




**Section
      16.**  **Exercise
      Price** **.** The
      exercise price for all of the NFC common stock represented hereby (the “Warrant
      Shares”) shall be payable in a lump sum of $303,553 (the "Exercise
      Price") .




**Section
      17.**  **Exercise
      of Warrant; Warrant Shares** **.**




**(a)**  The
      rights represented by this Warrant may be exercised one time during the Exercise
      Period (provided the Settlement Agreement is not paid in its entirety prior
      to
      the commencement of the Exercise Period), in whole and not in any part, by
      (i)
      the surrender of this Warrant (properly endorsed) at the office of the
      Corporation (or at such other agency or office of the Corporation in the United
      States of America as it may designate by notice in writing to the Holder at
      the
      address of the Holder appearing on the books of the Corporation), (ii) 
delivery to the Corporation of a notice of election to exercise in the form
      of **Exhibit
      A** attached
      hereto, and (iii) payment to the Corporation of the Exercise Price by cash,
      wire
      transfer of funds or check.




**(b)**  The
      date
      on which this Warrant is surrendered and on which payment of the Exercise Price
      is made in accordance with Section 3(a) above is referred to herein as an
      "Exercise Date." Simultaneously with such exercise, the Corporation shall issue
      and deliver a certificate for the Warrant Shares being purchased pursuant to
      such exercise, registered in the name of the Holder or the Holder's designee,
      to
      such Holder or designee, as the case may be.




**(c)**  The
      person in whose name the certificate for shares of Common Stock is issued upon
      the exercise shall for all purposes be deemed to have become the holder of
      record of such shares as of the Exercise Date, except that if the Exercise
      Date
      is a date on which the stock transfer books of the Corporation are closed,
      such
      person or entity shall be deemed to have become the holder of record of such
      shares at the close of business on the next succeeding date on which the stock
      transfer books are open. The Corporation shall pay all documentary, stamp or
      other transactional taxes attributable to the issuance or delivery of shares
      of
      Common Stock upon exercise of this Warrant; provided , however ,
      that
      the Corporation shall not be required to pay any taxes which may be payable
      in
      respect of any transfer involved in the issuance or delivery of any certificate
      for such shares in a name other than that of the Holder to the extent such
      taxes
      would exceed the taxes otherwise payable if such certificate had been issued
      to
      the Holder.




**Section
      18.**  **Representations,
      Warranties and Covenants as to Common Stock** **.** The
      Corporation represents and warrants to the Holder that all shares of Common
      Stock that may be issued upon the proper exercise of this Warrant will, upon
      issuance, be validly issued, fully paid and nonassessable, with no personal
      liability attaching to the ownership thereof, and free from all taxes, liens
      and
      charges with respect to the issue thereof. The Corporation will from time to
      time use its reasonable best efforts to take all such action as may be required
      to assure that the stated or par value per share of the Common Stock is at
      all
      times no greater than the then effective Exercise Price. The Corporation shall
      at all times have authorized and reserved, free from preemptive rights, a
      sufficient number of shares of its Common Stock to provide for the exercise
      of
      this Warrant. The Corporation shall not take any action which would cause the
      number of authorized but unissued shares of Common Stock to be less than the
      number of such shares required to be reserved hereunder for issuance upon
      exercise of this Warrant. If any shares of Common Stock reserved for the purpose
      of issuance upon the exercise of this Warrant require registration with or
      approval of any governmental authority under any Federal or state law before
      such shares may be validly issued or delivered upon exercise, then the
      Corporation shall in good faith and as expeditiously as possible endeavor to
      secure such registration or approval, as the case may be.




44




**Section
      19.**  **Intentionally
      Omitted.**




**Section
      20.**  **Notice
      of Record Date** **.** In
      case
      the Corporation shall take a record of the holders of its Common Stock (or
      other
      stock or securities at the time deliverable upon the exercise of this Warrant)
      for the purpose of entitling or enabling them to receive any dividend or other
      distribution, or to receive any right to subscribe for or purchase any shares
      of
      stock of any class or any other securities, or to receive any other right,
      then
      the Corporation will mail or cause to be mailed to the Holder of this Warrant
      a
      notice specifying the date on which a record is to be taken for the purpose
      of
      such dividend, distribution or right. Such notice shall be mailed at least
      ten
      (10) days, or if such advance notice is not practicable, then such shorter
      period as may be practicable, prior to the record date.




**Section
      21.**  **No
      Shareholder Rights** **.** This
      Warrant shall not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Corporation.




**Section
      22.**  **Restrictions
      on Transfer** **.** The
      stock certificate representing the shares of Common Stock issuable upon exercise
      of this Warrant shall contain the following restrictive legends:




(a)  “THE
      SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING
      OF
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD,
      PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE
      ACT
      AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT
      TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE
      ISSUER THAT THE REGISTRATION PROVISIONS OF THE ACT HAVE BEEN COMPLIED WITH
      OR
      THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE
      ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.”; and




(b)  “Provided
      Nuevo Financial Center, Inc.’s (“NFC”) common stock represented hereby is
      registered and trading on a public securities market or exchange, the holder
      of
      this stock certificate shall not be permitted to sell, on any given business
      day, NFC shares represented hereby equal to more than ten percent (10%) of
      the
      average number of NFC shares traded on a public securities market or exchange
      during the previous five (5) business days. This restriction shall not apply:
      (i) in the event NFC’s common stock is not registered and trading on a public
      securities market or exchange, or (ii) to a private transaction whereby the
      proposed transfer may be effected without registration under the Securities
      Act
      or that may be effected under applicable state securities laws; provided,
      however, the NFC common stock represented hereby prior to the registration
      and
      trading of the NFC common stock on a public securities market or exchange shall
      continue to be subject to this restriction after such transfer.”




45




**Section
      23.**  **Registration
      Rights** .
      The
      Corporation hereby agrees to register the shares of Common Stock issuable upon
      exercise of this Warrant in a manner that is fair and consistent with the
      registration of the shares of Common Stock issuable upon the exercise of other
      warrants issued by the Corporation, and subject to the sole and absolute
      discretion of the Corporation’s underwriters.




**Section
      24.**  **Lost,
      Stolen, Mutilated or Destroyed Warrant** **.** If this
      Warrant is lost, stolen, mutilated or destroyed, the Corporation shall, on
      such
      terms as to indemnity or otherwise as it may in its reasonable discretion impose
      (which shall, in the case of a mutilated Warrant, include the surrender
      thereof), issue a new Warrant of like denomination and tenor as the Warrant
      so
      lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute
      an
      original contractual obligation of the Corporation, whether or not the allegedly
      lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable
      by
      anyone.




**Section
      25.**  **Notices** **.** Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be mailed by certified mail, return receipt requested
      (or by the most nearly comparable method if mailed from or to a location outside
      of the United States) or by Federal Express, Express Mail, or similar overnight
      delivery, or courier service or delivered in person or by telecopy, or similar
      telecommunications equipment against receipt to the party to whom it is to
      be
      given at the address of such party set forth in this Section 11 (or to such
      other address as the party shall have furnished in writing in accordance with
      the provisions of this Section 11).




If
      to the
      NFC:




Nuevo
      Financial Center, Inc.


2112
      Bergenline Avenue


Union
      City, New Jersey 07087


Attn.:
      Jose Araque, CEO


(P)
      201.537.0956


(F)
      201.271.1154





With
      a
      copy (which copy shall not constitute notice) to:




Feingold
      Schechter P.A.


3858-S
      Sheridan Street


Hollywood,
      FL 33021


Attn.:
      Robert A. Feingold, Esq.


(P)
      954.967.2575


(F)
      954.967.2576


46





If
      to the
      Holder, to the Holder's address as set forth in the records of the
      Corporation.





Any
      notice or other communication given by certified mail (or by such comparable
      method) shall be deemed given at the time of certification thereof (or
      comparable act), except for a notice changing a party's address which will
      be
      deemed given at the time of receipt thereof. Any notice given by other means
      permitted by this Section 11 shall be deemed given at the time of receipt
      thereof.





**Section
      26.**  **Governing
      Law** **.** This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of New York (without giving effect to the principles or rules, of such
      state, governing conflicts of laws).




**Section
      27.**  **Headings** **.** The
      headings of the various sections contained in this Warrant have been inserted
      for convenience of reference only and should not be deemed to be a part of
      this
      Warrant.




**Section
      28.**  **Amendment
      and Waiver** **.** The
      Warrant may not be modified or amended, or any of the provisions hereof waived,
      except by written agreement of the Corporation and the Holder.




*
      * *
      *


47


**IN
      WITNESS WHEREOF** ,
      the
      Corporation has caused this Warrant to be executed by its duly authorized
      officers as of the date first written above.




**NUEVO
                FINANCIAL CENTER, INC.**By:Name:
                Jose AraqueTitle:
                CEO




48


**EXHIBIT
      A TO WARRANT**





**FORM
      OF NOTICE OF ELECTION TO EXERCISE**





[To
      be
      executed only upon exercise


of
      the
      Warrant to which this form is attached]




To
      Nuevo
      Financial Center, Inc.:





The
      undersigned, the holder of the Warrant to which this form is attached, hereby
      irrevocably elects to exercise the right represented by such Warrant to purchase
      all 1,507,589 shares of Common Stock of **NUEVO
      FINANCIAL CENTER, INC.** ,
      and
      herewith tenders the aggregate payment of $303,553 in the form of cash, wire
      transfer funds or check, in full payment of the purchase price for such shares.
      The undersigned requests that a certificate for such shares be issued in the
      name of _______ ,
      whose
      address is _____________ ,
      and
that such certificate be delivered to _________ ,
      whose
      address is __________ .


Signature:(Signature
                      must conform in all respects to the name of the holder of the
                      Warrant as
                      specified on the face of the Warrant)Date:
 49