January
      26, 2006

    Mr.
      David
      Duquette                     (Sent
      via
      Electronic Mail)

    President
      and Chief Executive Officer

    New
      Century Companies, Inc.

    9835
      Santa Fe Springs Road

    SantaFe
      Springs, CA 90670 Dear David,

    


    Thank
      you
      for the opportunity to work with you and your company, New Century Companies,
      Inc.

    


    This
      letter agreement (the “Agreement”) confirms that New Century Companies, Inc.
      (“Client”) has engaged Ascendiant Securities, LLC (“Ascendiant”) to act on a
      best efforts basis as financial advisor and non-exclusive placement agent for
      the Client in connection with the stmcturing, issuance, and sale (the
“Transaction(s)”) of debt and/or equity securities (the “Securities”) for
      financing purposes. Ascendiant Securities, LLC is an investment banking
firm
      registered
      as a broker-dealer with the U.S. Securities and Exchange Commission (SEC),
      and
      member of the NASD and SIPC.

    


    Accordingly,
      we mutually agree as follows:

    


    
      	 	
              1.

            	
              Transactions.
                Ascendiant anticipates one or more Transactions, involving the sale
                of the
                Client’s Securities to institutional and/or accredited investors
                (“Investor” or “Investors”). The actual terms and stmcture of each
                Transaction will depend on market conditions and will be subject
                to
                negotiation between the Client and Ascendiant and prospective
                Investors.

            


    

    


    
      	 	
              2.

            	
              Engagement.
                In connection herewith, Ascendiant shall provide the following financial
                advisory and placement agent services on a best efforts basis to
                the
                Client:

            


    

    


    
      	 	
              a.

            	
              advise
                the Client with respect to the form and stmcture of each
                Transaction;

            


    

    


    
      	 	
              b.

            	
              assist
                the Client in developing any necessary
                materials;

            


    

    


    
      	 	
              c.

            	
              identify
                and make contact with prospective
                Investors;

            


    

    
      


      
        	 	
                d.

              	
                
                  assist
                    the Client in conducting presentations and due diligence meetings
                    with
                    prospective Investors;
                    and

                

              


      

      
 

      
        	ASCENDIANT INITIALS 	
                 CLIENT
                  INITIALS

              


      

    

    
 

    ASCENDIANT
      SECURITIES, LLC

    18881
      Von
      Karman Avenue, Suite 1630, Irvine, California 92612

    Tel:
      (949) 756-1010 I
      Fax:
      (949) 756-1090 I
      www.ascendiant.com

    Member
      NASD/SIPC

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              e.

            	
              provide
                such other financial advisory and investment banking services as
                are
                reasonably necessary to consummate each
                Transaction.

            


    

    


    Ascendiant
      shall devote such time and efforts to the affairs of the Client as is reasonably
      necessary to render the services contemplated by this Agreement. Any work or
      task of Ascendiant provided for herein which requires Client to provide certain
      information to assist Ascendiant in completion of the work shall be excused
      (without effect upon any obligation of Client) until such time as Client has
      fully provided all information and cooperation necessary for Ascendiant to
      complete the work. The services of Ascendiant shall not include the rendering
      of
      any legal opinions or the performance of any work that is in the ordinary
      purview of a certified public accountant.

    


    It
      is
      expressly understood and agreed that Ascendiant shall have no power to bind
      Client to any Transaction or contract obligation. Client shall have the right
      to
      refuse any Transaction proposal presented to it without incurring any
      obligations to Ascendiant. However, if and when an Ascendiant term sheet is
      signed by the Client, Client pledges to work in good faith toward a closed
      Transaction and pledges not to use the Ascendiant term sheet to “shop” offers
      from other financing sources.

    


    It
      is
      understood and agreed that the execution of this Agreement shall not be deemed
      or constmed as obligating Ascendiant to purchase any of the Securities and
      there
      is no obligation on the part of Ascendiant to place the Securities. Although
      Ascendiant cannot guarantee results on behalf of the Client, it shall use its
      best efforts to provide the services listed above.

    


    
      	 	
              3.

            	
              Success
                Fee.
                Client agrees that should Client accept and complete any Transaction(s),
                which includes without limitation proceeds from any common stock
                offerings, convertible debt or equity securities, additional investment
                rights, block trade transactions, or exercise of associated warrants
                or
                options (“Securities”) from any Investors introduced by Ascendiant during
                the term of this Agreement, which is defined in Section 6 below,
                or if
                Client should for a period of thirty-six (36) months following the
                termination of this Agreement (including extensions) accept financing
                from
                any Investors introduced, or contacted on Client’s behalf, by Ascendiant,
                there shall become due and payable via wire transfer to Ascendiant
                immediately upon consummation of each Transaction, a cash fee equal
                to
                eight percent (8%) of the gross proceeds from the sale of Securities.
                Should Ascendiant not be paid within five (5)
                business
                days after the completion of a Transaction, a service charge shall
                accme
                from the date of the Transaction at the rate of 1.5% per
                month.

            


    

    
      


      
        	 	
                4.

              	
                
                  Warrants.
                    Client agrees that should Client accept and complete any Transaction(s)
                    which includes proceeds from any common stock offerings and/or
                    convertible
                    debt or equity securities, or completion of a Securities transaction
                    as
                    provided in Section 3 above, from any Investors introduced by
                    Ascendiant
                    during the term of this Agreement, which is defined in Section
                    6 below, or
                    if Client should for a period of thirty-six (36) months following
                    the
                    termination of this Agreement (including extensions) accept financing
                    from
                    any Investors introduced, or previously contacted on Client’s behalf, by
                    Ascendiant, there shall become due and payable to Ascendiant
                    warrants for
                    the purchase of an amount equal to eight percent (8%) of the
                    Securities
                    issuable in connection with the Transaction. The warrants shall
                    be
                    exercisable into common stock, and will have a term consistent
                    with the
                    warrants issued to the Investors with an exercise price equal
                    to
                    the

                

              


      

       

    

    
      
        	ASCENDIANT INITIALS 	
                 CLIENT
                  INITIALS

              


      

      
 

      ASCENDIANT
        SECURITIES, LLC

      18881
        Von
        Karman Avenue, Suite 1630, Irvine, California 92612

      Tel:
        (949) 756-1010 I
        Fax:
        (949) 756-1090 I
        www.ascendiant.com

      Member
        NASD/SIPC

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	closing bid price on the date of the Transaction.
              The
              warrants shall contain piggyback registration rights and a net exercise
              provision.


      	 	 	 


      	 	
              5.

            	
              Expenses.
                If the Client requests that Ascendiant travel outside of Southern
                California to perform the services described herein, whether or not
                a
                Transaction is consummated, Client shall reimburse Ascendiant for
                travel-related expenses and payment shall be made within seven (7)
                days of
                invoice. The Client agrees that it will engage its legal counsel
                at its
                own expense to assist in the preparation of any legal documents or
                definitive agreements deemed necessary to facilitate the Transaction(s)
                contemplated herein.

            


    

    


    
      	 	
              6.

            	
              Term.
                The term of this Agreement shall be six (6) months from the date
                of
                Client’s execution of this Agreement. Additional extensions may be
                negotiated as necessary at the mutual written consent of the Client
                and
                Ascendiant. Should Ascendiant successfully complete a Transaction
                generating gross proceeds to Client of $3,000,000 or more, Client
                agrees
                to extend this Agreement for twelve (12) months from the date of
                the
                Transaction, with Ascendiant serving as Client’s exclusive placement agent
                with respect to institutional equity funds managed by groups domiciled
                in
                the United States. Upon the completion of the Transaction referenced
                herein generating gross proceeds to Client of $3,000,000 or more,
                Client
                shall, within three business days of the Transaction, issue to Ascendiant
                250,000 shares of Client’s restricted common stock Said shares shall be
                included in the registration statement to be filed in connection
                with the
                Transaction referenced herein.

            


    

    


    
      	 	
              7.

            	
              Representations,
                Warranties, and Indemnification.
                Each of Ascendiant and Client represents and warrants to each other
                that
                this Agreement has been duly authorized, executed and delivered by
                it;
                and, assuming the due execution by the other party, constitutes a
                legal,
                valid and binding agreement of it, enforceable against it in accordance
                with its terms. Each of Ascendiant and Client agrees to comply with
                all
                applicable securities laws, and the Client will disclose to Ascendiant
                all
                information necessary for Ascendiant to act upon Client’s request and to
                notify Ascendiant promptly of any material changes to such information.
                Client hereby represents that it shall notify Ascendiant within three
                (3)
                business days of the completion of any Securities Transaction(s)
                occurring
                during the term of this Agreement and/or involving Investors introduced
                by
                Ascendiant. Additionally, each of the Client and Ascendiant agrees
                to
                indemnif~y the other and the other’s affiliates in accordance with the
                terms and conditions contained in Exhibit A to this
                Agreement.

            


    

    
      


      
        	 	
                8.

              	
                
                  Confidentiality.
                    Ascendiant and Client each agree to keep confidential and provide
                    reasonable security measures to keep confidential information
                    where
                    release may be detrimental to their respective business interests.
                    Ascendiant and Client shall each require their employees, agents,
                    affiliates, other licensees, and others who will have access
                    to the
                    information through Ascendiant and Client respectively, to abide
                    by the
                    confidentiality provisions contemplated by this Agreement in
                    perpetuity.
                    Ascendiant will not, either during its engagement by the Client
                    pursuant
                    to this Agreement or at any time thereafter, disclose, use or
                    make known
                    for its or another’s benefit any confidential information, knowledge, or
                    data of the Client or any of its affiliates in any way acquired
                    or used by
                    Ascendiant during its engagement by the Client. Confidential
                    information,
                    knowledge or data of the Client and its affiliates shall not
                    include any
                    information that is, or becomes generally available to the public
                    other
                    than as a result of a disclosure by Ascendiant or its representatives.
                    Notwithstanding the foregoing, Client hereby authorizes Ascendiant
                    to
                    transmit to prospective Investors, information and materials
                    provided
                    by

                

              


      

       

    

    
      
        
          	ASCENDIANT INITIALS 	
                   CLIENT
                    INITIALS

                


        

        
 

        ASCENDIANT
          SECURITIES, LLC

        18881
          Von
          Karman Avenue, Suite 1630, Irvine, California 92612

        Tel:
          (949) 756-1010 I
          Fax:
          (949) 756-1090 I
          www.ascendiant.com

        Member
          NASD/SIPC


      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	 	Client and/or developed by Ascendiant on behalf
              of Client
              upon approval by Client of such materials. Additionally, at any time
              after
              the consummation or other public announcement of the Transaction,
              Ascendiant may, at its own expense, place an announcement in such
              newspapers and publications as it may choose, stating that Ascendiant
              has
              acted as financial advisor and placement agent to the Client in connection
              with the Transaction, and may use, from time to time, the Client’s name
              and logo and a brief description of the Transaction in publications
              and/or
              marketing materials prepared and/or distributed by
              Ascendiant.


      	 	 	 


      	 	
              9.

            	
              Non-Circumvention.
                In and for valuable consideration, Client hereby agrees that Ascendiant
                may introduce (whether by written, oral, data, or other form of
                communication) Client to one or more Investors, including, without
                limitation, natural persons, corporations, limited liability companies,
                partnerships, unincorporated businesses, sole proprietorships and
                similar
                entities (hereinafter an “Investor” or “Investors”). Client further
                acknowledges and agrees that the identity of the subject Investors,
                and
                all other information concerning Investors (including without limitation,
                all mailing information, phone and fax numbers, email addresses and
                other
                contact information) introduced hereunder are the property of Ascendiant,
                and shall be treated as confidential and proprietary information
                by
                Client, its affiliates, officers, directors, shareholders, employees,
                agents, representatives, successors and assigns. Client shall not
                use such
                information, except in the context of any arrangement with Ascendiant
                in
                which Ascendiant is directly and actively involved, and never without
                Ascendiant’s prior written approval. Client further agrees that neither it
                nor its employees, affiliates or assigns, shall enter into, or otherwise
                arrange (either for it/him/herself, or any other person or entity),
                any
                Transaction, business relationship, meeting, phone call, or other
                correspondence with such Investors, either directly or indirectly,
                or
                accept any Transaction, compensation or advantage in relation to
                such
                Investors, except as directly though Ascendiant, without the prior
                written
                approval of Ascendiant. Ascendiant is relying on Client’s assent to these
                terms and their intent to be bound by the terms by evidence of their
                signature. Without Client’s signed assent to these terms, Ascendiant would
                not introduce any Investors or disclose any confidential information
                to
                Client as herein described.

            


    

    


    
      	 	
              10.

            	
              Governing
                Law.
                This Agreement shall be governed by and construed in accordance with
                the
                laws of the State of California applicable to contracts executed
                and to be
                wholly performed therein without regard to its conflict of law doctrine.
                The Client and Ascendiant hereby agree that any dispute concerning
                this
                Agreement shall be resolved through binding arbitration before the
                NASD in
                Los Angeles County pursuant to its arbitration mles. The prevailing
                party
                shall be entitled, in addition to such other relief that may be granted,
                to a reasonable sum of attorney’s fees and any other costs and expenses
                relating thereto.

            


    

    
      


      
        	 	
                11.

              	
                
                  Entire
                    Agreement.
                    This Agreement represents the entire agreement by and between
                    the Client
                    and Ascendiant and supersedes any and all other agreements, either
                    oral or
                    written, with respect to the Agreement. Each party to this Agreement
                    acknowledges that no representation, inducements, promises or
                    agreement,
                    orally or otherwise, have been made by any party, or anyone acting
                    on
                    behalf of any party, which are not embodied herein, and that
                    no other
                    agreement, statement, or promise not contained in this Agreement
                    shall be
                    valid or binding. The Client and Ascendiant hereby agree that
                    the opening
                    and closing statements of this Agreement are incorporated herein
                    by this
                    reference and made a material part of this Agreement. If any
                    part of this
                    Agreement is found, or deemed by a court of competent jurisdiction,
                    to be
                    invalid or unenforceable, that part shall be severable from the
                    remainder
                    of the Agreement. This Agreement may be executed simultaneously
                    in
                    two
                    or
                    more counterparts, each of which shall be deemed
                    an

                

              


      

       

      
        
          
            
              	ASCENDIANT INITIALS 	
                       CLIENT
                        INITIALS

                    


            

            
 

            ASCENDIANT
              SECURITIES, LLC

            18881
              Von
              Karman Avenue, Suite 1630, Irvine, California 92612

            Tel:
              (949) 756-1010 I
              Fax:
              (949) 756-1090 I
              www.ascendiant.com

            Member
              NASD/SIPC

          

        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	 	 	original,
              but all of which shall constitute one and the same instrument. Any
              modification of this Agreement will be effective only if it is in writing
              and signed by the Client and Ascendiant.


      	 	 	 


      	 	
              12.

            	
              Survival
                of Certain
                Provisions.
                Sections 3, 4, 5,
                6,
                7, 8, 9, 10, 12 and Exhibit A of this Agreement shall survive this
                Agreement, and remain operative and in full force and effect, regardless
                of, (i) the completion of any Transaction, (ii) the resignation of
                Ascendiant or any termination of Ascendiant’s services, or (iii) any
                amendment, expiration or termination of this Agreement, and shall
                be
                binding upon, and shall inure to the benefit or, any successors,
                assigns,
                heirs and personal representatives of the Client, Ascendiant, and
                the
                Indemnified Persons.

            


      	 	
               

            	
            


    

     

    Please
      initial each page, sign below, and return an original and one copy of this
      letter to the undersigned to indicate your acceptance of the terms set forth
      herein, whereupon this letter and your acceptance shall constitute a binding
      agreement by and between New Century Companies, Inc. and Ascendiant Securities,
      LLC as of the date first above written. We appreciate the opportunity to be
      of
      service and look forward to a cooperative working relationship with you and
      your
      staff

    


    
      	Sincerely,	Accepted and Agreed:
	Ascendiant Securities, LLC 	New Century Companies, Inc.
	 	 
	By:
              Bradley J. Wilhite
              
                Its:
                  Managing Director
                  
                  Date:
                    January
                    27, 2006

                

              

            	
              By:
                David Duquette
                
                Its:
                  President
                  
                  Date:
                    January 27,
                    2006

                

              

            


    

    
       

      
        
          
            
              	ASCENDIANT INITIALS 	
                       CLIENT
                        INITIALS

                    


            

            
 

            ASCENDIANT
              SECURITIES, LLC

            18881
              Von
              Karman Avenue, Suite 1630, Irvine, California 92612

            Tel:
              (949) 756-1010 I
              Fax:
              (949) 756-1090 I
              www.ascendiant.com

            Member
              NASD/SIPC

          

        

      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

    


    This
      Exhibit A is a part of
      and
      is
      incorporated into that certain letter agreement between New Century Companies,
      Inc. (the “Client”) and
      Ascendiant
      Securities, LLC (“Ascendiant”). The letter agreement and
      this
      Exhibit A are referred
      to herein as the “Agreement”. Capitalized terms used herein without definition
      shall have the meanings ascribed to them in the letter agreement.

    


    Each
      of
      the Client and Ascendiant (each an “Indemnifying Party”) agrees to indemnify and
      hold harmless the other, any affiliates and
      the
      respective officers, directors, partners, employees, representatives
and
      agents
      and
      any
      other
      persons controlling the other or any
      affiliates
      within the meaning of the Securities Act of 1933 or the Securities Exchange
      Act
      of 1934 (each such person or entity being referred to as an “Indemiiified
      Person”), to the fullest extent lawful, from and against, and the Indemiiified
      Persons shall have no liability to the Indemnifying Party or its owners,
      affiliates, controlling persons, security holders or creditors for, all claims,
      liabilities, losses, damages and expenses, including without limitation and
      as
      incurred, reimbursement of all costs of investigating, preparing, pursuing,
      or
      defending any such claim or action, including fees and expenses of counsel
      to,
      and the per diem costs and expenses of personnel of, the Indemiiified Person
      (collectively, “Losses”), whether or not arising out of pending or threatened
      litigation, governmental investigation, arbitration or other alternative dispute
      resolution, or other action or proceeding (individually a “Proceeding” and
      collectively “Proceedings”), directly or indirectly related to or arising out
      of, or in connection with (i) actions taken or omitted to be taken by the
      Indemnifying Party, its affiliates, employees, directors, officers, partners,
      representatives or agents in connection with any transaction or activities
      contemplated by this Agreement; (ii) actions taken or omitted to be taken by
      any
      Indemiiified Person pursuant to the terms of, or in connection with services
      rendered pursuant to, this
      Agreement,
      provided that in the case of this
      subsection
      (ii) the Indemnifying Party shall not be responsible for any Losses arising
      out
      of or based upon the willful misconduct or negligence (as determined by the
      judgment of a court of competent jurisdiction, no longer subject to appeal
      or
      further review) of or by such Indemnified Person; and (iii) any untrue statement
      or alleged untrue statement of material fact contained in any Information
      approved by the Client or any omission or alleged omission to state a material
      fact necessary to make the statements therein not misleading (other than untrue
      statements or alleged untrue statements in, or omissions or alleged omissions
      from, information relating to an Indemiiified Person furnished in writing by
      or
      on behalf of such Indemnified Person expressly for use in such Information).
      If
      the indenmification provided for under this
      Agreement
      is unavailable to an Indemiiified Person in respect of any Losses, then the
      Indemnifying Party, in lieu of indemnifying such Indemnified Person, shall
      contribute to the amount paid or payable by such Indemnified Person as a result
      of such Losses in such proportion as is appropriate to reflect the relative
      fault of the Client on the one hand and the Indemiiified Person on the other,
      as
      well as any other relevant equitable considerations. If any Proceeding is
      commenced as to which an Indemnified Person demands indemiiification, the
      Indenmified Person shall have the right to retain counsel of its own choice
      to
      represent it, the Indemnifying Party
      shall
      pay
      the reasonable fees and expenses of such counsel, and such counsel shall to
      the
      extent consistent with its professional responsibilities cooperate with the
      Indemnifying Party and any counsel designated by the Indemnifying Party
      ,
      provided,
      that in no event shall the Indemnifying Party
      be
      required to pay fees and expenses under this
      indemnity
      for more than one firm of attorneys for the Indemnified Person in any
      jurisdiction in any one legal action or group of related legal actions. The
      Indemnifying Party shall be liable as provided herein for any settlement of
      any
      claim against Ascendiant or any Indemniified Person made with the Indemnifying
      Party’s
      written
      consent, which consent shall not be unwasonably withheld. The Indemnifying
      Party
      agrees
      that it will not, without the prior written consent of Ascendiant, settle or
      compromise or consent to the entry of any judgment in any Proceeding (whether
      or
      not any Indemiiified Person is a party
      thereto)
      unless such settlement, compromise or consent includes an unconditional release
      of Ascendiant and each other Indemiiified Person from all liability arising
      or
      that may arise out of such Proceeding. The indemniity and contribution
      obligations of the Indemniifying Party
      set
      forth
      herein shall be in addition to any liability or obligation the Indemniifying
      Party may have to any Indemniified Person at common law or otherwise. The
      Indemnifying Party
      hereby
      consents to personal jurisdiction, service and venue in any court in which
      any
      claim, which is subject to this
      Agreement,
      is brought against Ascendiant or any other Indenmified Person.

    


    
      
         

        
          
            
              
                	ASCENDIANT INITIALS 	
                         CLIENT
                          INITIALS

                      


              

              
 

              ASCENDIANT
                SECURITIES, LLC

              18881
                Von
                Karman Avenue, Suite 1630, Irvine, California 92612

              Tel:
                (949) 756-1010 I
                Fax:
                (949) 756-1090 I
                www.ascendiant.com

              Member
                NASD/SIPC