NEITHER THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF
THESE WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,
PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH MUST BE REASONABLY ACCEPTABLE TO THE ISSUER OF
THESE SECURITIES.

380,000 Warrants                                               December 12, 2005

                               KNIGHT FULLER, INC.

                                    WARRANTS

      Knight Fuller, Inc., a Delaware corporation ("Knight Fuller"), certifies
that, for value received, Montage Partners III, LLC, or registered assigns (the
"Holder"), is the owner of Three Hundred Eighty Thousand (380,000) Warrants of
Knight Fuller (the "Warrants"). Each Warrant entitles the Holder to purchase
from Knight Fuller at any time prior to the Expiration Date (as defined below)
one share of the common stock of Knight Fuller (the "Common Stock") for $1.60
per share (the "Exercise Price"), on the terms and conditions hereinafter
provided. The Exercise Price and the number of shares of Common Stock
purchasable upon exercise of each Warrant are subject to adjustment as provided
in this Certificate.

1. Vesting; Expiration Date; Exercise

      1.1 Vesting. The Warrants shall vest and become exercisable as of the date
of this Certificate.

      1.2 Expiration Date. The Warrants shall expire on December 12, 2009 (the
"Expiration Date").

            Manner of Exercise. The Warrants are exercisable, in whole or in
part, by delivery to Knight Fuller of the following (the "Exercise Documents"):
(a) this Certificate; (b) a written notice of election to exercise the Warrants;
and (c) payment of the Exercise Price in cash or by check. Within three (3)
business days following receipt of the foregoing, Knight Fuller shall deliver to
the Holder: (i) a certificate or certificates representing the aggregate number
of shares of Common Stock purchased by the Holder, and (ii) if less than all of
the Warrants evidenced by this Certificate are exercised, a new certificate
evidencing the Warrants not so exercised. In lieu of paying cash to exercise
this Warrant, the Holder may, by designating a "cashless" exercise on the Notice
of Exercise Form, acquire a number of whole shares of the Company's Common Stock
equal to (a) the difference between (i) the Market Value of the Company's Common
Stock and (ii) the Exercise Price, multiplied by (b) the number of shares of
Common Stock purchasable under the portion of the Warrant tendered to the
Company, divided by (c) the Market Value of the Company's Common Stock. Upon
surrender of this Warrant Certificate with the annexed Notice of Exercise Form
duly executed, together with payment of the Exercise Price for the shares of
Common Stock purchased, the Holder shall be entitled to receive a certificate or

<PAGE>

certificates for the shares of Common Stock so purchased. For the purposes of
this Section 2, "Market Value" shall be an amount equal to the average closing
bid price of a share of Common Stock for the five (5) business days immediately
preceding the Company's receipt of the Notice of Exercise Form duly executed.
Notwithstanding the foregoing, the Holder shall be entitled to exercise this
Warrant on a "cashless" basis only if at the time of exercise there is not in
effect a registration statement filed by Knight-Fuller covering the resale of
the shares of Common Stock covered by this Warrant, as set forth in Section 2(a)
of the Registration Rights Agreement dated as of December 12, 2005 between
Knight Fuller and the Holder.

2. Adjustments of Exercise Price and Number and Kind of Conversion Shares

      2.1 In the event that Knight Fuller shall at any time hereafter (a) pay a
dividend in Common Stock or securities convertible into Common Stock; (b)
subdivide or split its outstanding Common Stock; or (c) combine its outstanding
Common Stock into a smaller number of shares; then the number of shares to be
issued immediately after the occurrence of any such event shall be adjusted so
that the Holder thereafter may receive the number of shares of Common Stock it
would have owned immediately following such action if it had exercised the
Warrants immediately prior to such action and the Exercise Price shall be
adjusted to reflect such proportionate increases or decreases in the number of
shares.

      2.2 In case of any reclassification of the outstanding shares of Common
Stock (other than a change covered by Section 2.1 hereof or a change which
solely affects the par value of such shares) or in the case of any merger or
consolidation in which Knight Fuller is not the continuing corporation and which
results in any reclassification or capital reorganization of the outstanding
shares, the Holder shall have the right thereafter (until the Expiration Date)
to receive upon the exercise hereof, for the same aggregate Exercise Price
payable hereunder immediately prior to such event, the kind and amount of shares
of stock or other securities or property receivable upon such reclassification,
capital reorganization, merger or consolidation, by a Holder of the number of
shares of Common Stock obtainable upon the exercise of the Warrants immediately
prior to such event; and if any reclassification also results in a change in
shares covered by Section 2.1, then such adjustment shall be made pursuant to
both this Section 2.2 and Section 2.1 (without duplication). The provisions of
this Section 2.2 shall similarly apply to successive reclassifications, capital
reorganizations and mergers or consolidations, sales or other transfers.

3. Reservation of Shares. Knight Fuller shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, such number
of shares of Common Stock as shall from time to time be issuable upon exercise
of the Warrants. If at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to permit the exercise of the Warrants,
Knight Fuller shall promptly seek such corporate action as may be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.

4. Loss or Mutilation. Upon receipt of evidence reasonably satisfactory to
Knight Fuller of the ownership of and the loss, theft, destruction or mutilation
of this Certificate, and of indemnity reasonably satisfactory to it and if
requested by Knight Fuller a bond, and (in the case of mutilation) upon
surrender and cancellation of these Warrants, Knight Fuller will execute and
deliver in lieu thereof a new Certificate of like tenor as the lost, stolen,
destroyed or mutilated Certificate.


                                       2
<PAGE>

5. Transfer. Subject to compliance with applicable securities laws, the Warrants
are transferable on the books of Knight Fuller maintained for such purpose by
Knight Fuller in person, or by duly authorized attorney, upon surrender of this
Certificate properly endorsed and upon payment of any necessary transfer tax or
other governmental charge imposed upon such transfer. If less than all of the
Warrants evidenced by this Certificate are transferred, Knight Fuller will, upon
transfer, execute and deliver to the Holder a new certificate evidencing the
Warrants not so transferred. Notwithstanding anything to the contrary in the
Warrants, the Holder shall not be entitled to sell, assign or otherwise transfer
any of the Warrants or any of its interest therein without the prior written
consent of Knight Fuller, which shall not be unreasonably withheld.

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

7. Notices. All notices, requests, consents and other communications required
hereunder shall be in writing and shall be effective when delivered or, if
delivered by registered or certified mail, postage prepaid, return receipt
requested, shall be effective on the third day following deposit in United
States mail: to the Holder, at the address of the Holder set forth in the
corporate records of Knight Fuller; and if addressed to Knight Fuller, at the
principal executive offices of Knight Fuller, as disclosed in its most recent
filings with the Securities and Exchange Commission, or such other address as
Holder or Knight Fuller may designate in writing.

8. No Rights as Shareholder. The Holder shall have no rights as a shareholder of
Knight Fuller with respect to the shares issuable upon exercise of the Warrants
until the receipt by Knight Fuller of all of the Exercise Documents.

                                        KNIGHT FULLER, INC.


                                        By: /s/ Howard Livingston
                                            ---------------------


                                       3
<PAGE>

                                   EXHIBIT "A"
                               NOTICE OF EXERCISE

                (To be signed only upon exercise of the Warrants)

To:   Knight Fuller, Inc.

      The undersigned hereby elects to purchase shares of Common Stock (the
"Warrant Shares") of Knight Fuller, Inc. ("Knight Fuller"), pursuant to the
terms of the enclosed warrant certificate (the "Certificate"). The undersigned
tenders herewith payment of the exercise price pursuant to the terms of the
Certificate.

      The undersigned hereby represents and warrants to, and agrees with, Knight
Fuller as follows:

      1. Holder is acquiring the Warrant Shares for its own account, for
investment purposes only.

      2. Holder understands that an investment in the Warrant Shares involves a
high degree of risk, and Holder has the financial ability to bear the economic
risk of this investment in the Warrant Shares, including a complete loss of such
investment. Holder has adequate means for providing for its current financial
needs and has no need for liquidity with respect to this investment.

      3. Holder has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of an investment
in the Warrant Shares and in protecting its own interest in connection with this
transaction.

      4. Holder understands that the Warrant Shares have not been registered
under the Securities Act of 1933, as amended (the "Securities Act") or under any
state securities laws. Holder is familiar with the provisions of the Securities
Act and Rule 144 thereunder and understands that the restrictions on transfer on
the Warrant Shares may result in Holder being required to hold the Warrant
Shares for an indefinite period of time.

      5. Holder is an "accredited investor" within the meaning of Regulation D
under the Securities Act.

      6. Holder agrees not to sell, transfer, assign, gift, create a security
interest in, or otherwise dispose of, with or without consideration
(collectively, "Transfer") any of the Warrant Shares except pursuant to an
effective registration statement under the Securities Act or an exemption from
registration. As a further condition to any such Transfer, except in the event
that such Transfer is made pursuant to an effective registration statement under
the Securities Act, if in the reasonable opinion of counsel to Knight Fuller any
Transfer of the Warrant Shares by the contemplated transferee thereof would not
be exempt from the registration and prospectus delivery requirements of the
Securities Act, Knight Fuller may require the contemplated transferee to furnish
Knight Fuller with an investment letter setting forth such information and
agreements as may be reasonably requested by Knight Fuller to ensure compliance
by such transferee with the Securities Act.

<PAGE>

      Each certificate evidencing the Warrant Shares will bear the following
legend:

            "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY
            APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE EXERCISED, SOLD,
            PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
            STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION
            FROM SUCH REGISTRATION IS AVAILABLE.

Number of Warrants Exercised:___________

Dated:__________________________________


                                              __________________________________