THIS
      NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,
      OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF
      COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    NEW
      DESIGN CABINETS, INC.

     

    CONVERTIBLE
      PROMISSORY NOTE

    


    
      	
              $_______________

            	
              ____________,
                2007

            


    

     

    FOR
      VALUE
      RECEIVED, New Design Cabinets, Inc., a Nevada corporation (the “Company”)
      promises to pay to ____________________ (“Investor”),
      or
      its registered assigns, in lawful money of the United States of America, an
      amount equal to 30% in excess of the principal sum of $_________ and the
      interest then due and outstanding under the terms of this note (the “Note”)
      on the
      unpaid principal balance, at a rate equal to 10% per annum, computed on the
      basis of the actual number of days elapsed and a year of 365 days (the
“Repayment
      Amount”).
      The
      Repayment Amount shall be due and payable on the earlier of (i) ____________,
      2008 (the “Maturity
      Date”),
      (ii)
      the consummation of the Company’s anticipated PIPE financing with institutional
      investors for at least $25.0 million, net of offering expenses, that the Company
      expects to close on or before the Maturity Date; provided, however, the Company
      makes no assurances that it shall close such financing (the “PIPE”),
      or
      (iii) when, upon or after the occurrence of an Event of Default (as defined
      below), such amounts are declared due and payable by Investor or made
      automatically due and payable in accordance with the terms hereof (the
“Repayment
      Date”).
      This
      Note is one of the “Notes” issued pursuant to the Note and Warrant Purchase
      Agreement of even date herewith (as amended, modified or supplemented, the
      “Note
      and Warrant Purchase Agreement”)
      between the Company and the Investors (as defined in the Note and Warrant
      Purchase Agreement).

     

    The
      following is a statement of the rights of Investor and the conditions to which
      this Note is subject, and to which Investor, by the acceptance of this Note,
      agrees:

     

    1.  Definitions.
      As used
      in this Note, the following capitalized terms have the following
      meanings:

     

    (a)  “Company”
      includes the corporation initially executing this Note and any Person which
      shall succeed to or assume the obligations of the Company under this
      Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  “Event
      of Default”
has
      the
      meaning given in Section 4
      hereof.

     

    (c)  “Investor”
shall
      mean the Person specified in the introductory paragraph of this Note or any
      Person who shall at the time be the registered holder of this Note.

     

    (d)  “Majority
      in Interest”
shall
      mean, more than 50% of the aggregate outstanding principal amount of the
      Notes issued pursuant to the Note and Warrant Purchase Agreement.

     

    (e)  “Material
      Adverse Effect”
shall
      mean a material adverse effect on (a) the business, assets, operations,
      prospects or financial or other condition of the Company; (b) the ability
      of the Company to pay or perform the Obligations in accordance with the terms
      of
      this Note and the other Transaction Documents and to avoid an Event of Default,
      or an event which, with the giving of notice or the passage of time or both,
      would constitute an Event of Default, under any Transaction Document; or
      (c) the rights and remedies of Investor under this Note, the other
      Transaction Documents or any related document, instrument or
      agreement.

     

    (f)  “Note
      and Warrant Purchase Agreement”
has
      the
      meaning given in the introductory paragraph hereof.

     

    (g)  “Obligations”
shall
      mean and include all loans, advances, debts, liabilities and obligations,
      howsoever arising, owed by the Company to Investor of every kind and description
      (whether or not evidenced by any note or instrument and whether or not for
      the
      payment of money), now existing or hereafter arising under or pursuant to the
      terms of this Note, and the Note and Warrant Purchase Agreement, including,
      all
      interest, fees, charges, expenses, attorneys’ fees and costs and accountants’
fees and costs chargeable to and payable by the Company hereunder and
      thereunder, in each case, whether direct or indirect, absolute or contingent,
      due or to become due, and whether or not arising after the commencement of
      a
      proceeding under Title 11 of the United States Code (11 U. S. C.
      Section 101 et
      seq.),
      as
      amended from time to time (including post-petition interest) and whether or
      not
      allowed or allowable as a claim in any such proceeding. Notwithstanding the
      foregoing, the term “Obligations” shall not include any obligations of Company
      under or with respect to the Warrant.

     

    (h)  “Person”
shall
      mean and include an individual, a partnership, a corporation (including a
      business trust), a joint stock company, a limited liability company, an
      unincorporated association, a joint venture or other entity or a governmental
      authority.

     

    (i)  “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended.

     

    (j)  “Transaction
      Documents”
shall
      mean this Note, each of the other Notes issued under the Note and Warrant
      Purchase Agreement, the Note and Warrant Purchase Agreement, and the Warrants
      issued under the Note and Warrant Purchase Agreement.

     

    (k)  “United
      States”
      means
      the United States of America, its territories and possessions, any state of
      the
      United States and the District of Columbia.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (l)   “Warrants”
      shall
      mean the warrants issued under the Note and Warrant Purchase Agreement.


     

    2.  Interest.
      Interest shall accrue at the rate set forth in the introductory paragraph hereof
      until the outstanding principal amount hereof shall be paid in
      full.

     

    3.  Prepayment.
      Prior
      to the Repayment Date, the Company may prepay this Note in whole or in part;
      provided that any prepayment of this Note may only be made in connection with
      the prepayment of all Notes issued under the Note and Warrant Purchase Agreement
      on a pro rata basis, based on the respective aggregate outstanding principal
      amounts of each such Note.

     

    4.  Events
      of Default.
      The
      occurrence of any of the following shall constitute an “Event
      of Default”
under
      this Note and the other Transaction Documents:

     

    (a)  Failure
      to Pay.
      The
      Company shall fail to pay (i) when due the Repayment Amount on the due date
      hereunder or (ii) any other payment required under the terms of this Note or
      any
      other Transaction Document on the date due and such payment shall not have
      been
      made within 5 days of the Company’s receipt of Investor’s written notice to the
      Company of such failure to pay; or

     

    (b)  Voluntary
      Bankruptcy or Insolvency Proceedings. The
      Company shall (i) apply for or consent to the appointment of a receiver,
      trustee, liquidator or custodian of itself or of all or a substantial part
      of
      its property, (ii) be unable, or admit in writing its inability, to pay its
      debts generally as they mature, (iii) make a general assignment for the
      benefit of its or any of its creditors, (iv) be dissolved or liquidated,
      (v) become insolvent (as such term may be defined or interpreted under any
      applicable statute), (vi) commence a voluntary case or other proceeding
      seeking liquidation, reorganization or other relief with respect to itself
      or
      its debts under any bankruptcy, insolvency or other similar law now or hereafter
      in effect or consent to any such relief or to the appointment of or taking
      possession of its property by any official in an involuntary case or other
      proceeding commenced against it, or (vii) take any action for the purpose
      of effecting any of the foregoing; or

     

    (c)  Involuntary
      Bankruptcy or Insolvency Proceedings. Proceedings
      for the appointment of a receiver, trustee, liquidator or custodian of the
      Company or of all or a substantial part of the property thereof, or an
      involuntary case or other proceedings seeking liquidation, reorganization or
      other relief with respect to the Company or the debts thereof under any
      bankruptcy, insolvency or other similar law now or hereafter in effect shall
      be
      commenced and an order for relief entered or such proceeding shall not be
      dismissed or discharged within 30 days of commencement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    5.  Rights
      of Investor upon Default.
      Upon
      the occurrence or existence of any Event of Default (other than an Event of
      Default described in Sections 4(b)
      or
4(c))
      and at
      any time thereafter during the continuance of such Event of Default, Investor
      may, with the consent of a Majority in Interest of the holders of the Notes
      issued under the Note and Warrant Purchase Agreement, by written notice to
      the
      Company, declare all outstanding Obligations payable by the Company hereunder
      to
      be immediately due and payable without presentment, demand, protest or any
      other
      notice of any kind, all of which are hereby expressly waived. Upon the
      occurrence or existence of any Event of Default described in Sections 4(b)
      and
4(c), immediately
      and without notice, all outstanding Obligations payable by the Company hereunder
      shall automatically become immediately due and payable, without presentment,
      demand, protest or any other notice of any kind, all of which are hereby
      expressly waived. In addition to the foregoing remedies, upon the occurrence
      or
      existence of any Event of Default and subject to the consent of a Majority
      in
      Interest of the holders of the Notes issued under the Note and Warrant Purchase
      Agreement, Investor may exercise any other right power or remedy granted to
      it
      by the Transaction Documents or otherwise permitted to it by law, either by
      suit
      in equity or by action at law, or both.

     

    6.  Conversion.

     

    (a)  Optional
      Conversion. Upon
      the
      earlier to occur of the Maturity Date or the consummation of the PIPE, the
      Investor shall be entitled to convert (in whole or in part) 110% of the
      Repayment Amount into shares of common stock, $.001 par value (the “Common
      Stock”)
      of the
      Company at the fair market value of each share of Common Stock (subject to
      adjustment for any combinations, consolidations, stock distributions or stock
      dividends) on the date of conversion, or at the price per share of Common Stock
      sold to investors in the PIPE, as the case may 

     

    (b)  Information
      Requirements.
      Before
      Investor shall be entitled to convert this Note into shares of Common Stock
      under this Section
      6(b),
      it
      shall surrender this Note, duly endorsed, at the office of the Company and
      shall
      provide the Company with the Conversion Notice in the form set forth as
Exhibit
      A
      attached
      hereto. The Company shall, as soon as practicable thereafter, issue and deliver
      at such office to Investor a certificate or certificates for the number of
      shares of Common Stock to which Investor shall be entitled upon conversion
      (bearing such legends as are required by applicable state and federal securities
      laws in the opinion of counsel to the Company), including a check payable to
      Investor for any cash amounts payable as described in Section 6(c).
      The
      Person or Persons entitled to receive the shares of Common Stock upon such
      conversion shall be treated for all purposes as the record Investor or Investors
      of such shares of Common Stock as of such date.

     

    (c)  Fractional
      Shares; Interest; Effect of Conversion. No
      fractional shares shall be issued upon conversion of this Note. In lieu of
      the
      Company issuing any fractional shares to Investor upon the conversion of this
      Note, the Company shall pay to Investor an amount equal to the product obtained
      by multiplying the conversion price by the fraction of a share not issued
      pursuant to the previous sentence. Upon conversion of this Note in full and
      the
      payment of any amounts specified in this Section 6(c),
      the
      Company shall be forever released from all its obligations and liabilities
      under
      this Note.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (d)  Beneficial
      Ownership.
      The
      Company shall not effect any conversion of this Note, and the Investor shall
      not
      have the right to convert any portion of this Note pursuant to Section
      6,
      to the
      extent that after giving effect to such conversion, the Investor (together
      with
      the Investor's affiliates) would beneficially own in excess of 4.99% (the
"Maximum
      Percentage")
      of the
      number of shares of Common Stock outstanding immediately after giving effect
      to
      such conversion. For purposes of the foregoing sentence, the number of shares
      of
      Common Stock beneficially owned by the Investor and its affiliates shall include
      the number of shares of Common Stock issuable upon conversion of this Note
      with
      respect to which the determination of such sentence is being made, but shall
      exclude the number of shares of Common Stock which would be issuable upon (A)
      conversion of the remaining, nonconverted portion of this Note beneficially
      owned by the Investor or any of its affiliates and (B) exercise or conversion
      of
      the unexercised or nonconverted portion of any other securities of the Company
      (including, without limitation, warrants) subject to a limitation on conversion
      or exercise analogous to the limitation contained herein beneficially owned
      by
      the Investor or any of its affiliates. Except as set forth in the preceding
      sentence, for purposes of this Section
      6(d),
      beneficial ownership shall be calculated in accordance with Section 13(d) of
      the
      Securities Exchange Act of 1934, as amended. For purposes of this Section
      6(d),
      in
      determining the number of outstanding shares of Common Stock, the Investor
      may
      rely on the number of outstanding shares of Common Stock as reflected in (x)
      the
      Company's most recent 10-QSB, 10-KSB or 8-K, as the case may be, (y) a more
      recent public announcement by the Company or (z) any other notice by the Company
      or the transfer agent setting forth the number of shares of Common Stock
      outstanding. For any reason at any time, upon the written or oral request of
      the
      Investor, the Company shall within one (1) business day confirm orally and
      in
      writing to the Investor the number of shares of Common Stock then outstanding.
      In any case, the number of outstanding shares of Common Stock shall be
      determined after giving effect to the conversion or exercise of securities
      of
      the Company, including this Note, by the Investor or its affiliates since the
      date as of which such number of outstanding shares of Common Stock was reported.
      By written notice to the Company, the Investor may increase or decrease the
      Maximum Percentage to any other percentage specified in such notice; provided
      that (i) any such increase will not be effective until the sixty-first
      (61st)
      day
      after such notice is delivered to the Company, and (ii) any such increase or
      decrease will apply only to the Investor and not to any other holder of
      Notes.

     

    7.  Successors
      and Assigns.
      Subject
      to the restrictions on transfer described in Sections 9
      and
10
      below,
      the rights and obligations of the Company and Investor shall be binding upon
      and
      benefit the successors, assigns, heirs, administrators and transferees of the
      parties.

     

    8.  Waiver
      and Amendment.
      Any
      provision of this Note may be amended, waived or modified upon the written
      consent of the Company and the holders of a Majority in Interest.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    9.  Transfer
      of this Note or Securities Issuable on Conversion Hereof.
      With
      respect to any offer, sale or other disposition of this Note or securities
      into
      which such Note may be converted, Investor will give written notice to the
      Company prior thereto, describing briefly the manner thereof, together with
      a
      written opinion of Investor’s counsel, or other evidence if reasonably
      satisfactory to the Company, to the effect that such offer, sale or other
      distribution may be effected without registration or qualification (under any
      federal or state law then in effect). Upon receiving such written notice and
      reasonably satisfactory opinion, if so requested, or other evidence, the
      Company, as promptly as practicable, shall notify Investor that Investor may
      sell or otherwise dispose of this Note or such securities, all in accordance
      with the terms of the notice delivered to the Company. If a determination has
      been made pursuant to this Section 9
      that the
      opinion of counsel for Investor, or other evidence, is not reasonably
      satisfactory to the Company, the Company shall so notify Investor promptly
      after
      such determination has been made. Each Note thus transferred and each
      certificate representing the securities thus transferred shall bear a legend
      as
      to the applicable restrictions on transferability in order to ensure compliance
      with the Securities Act, unless in the opinion of counsel for the Company such
      legend is not required in order to ensure compliance with the Securities Act.
      the Company may issue stop transfer instructions to its transfer agent in
      connection with such restrictions. Subject to the foregoing, transfers of this
      Note shall be registered upon registration books maintained for such purpose
      by
      or on behalf of the Company. Prior to presentation of this Note for registration
      of transfer, the Company shall treat the registered holder hereof as the owner
      and holder of this Note for the purpose of receiving all payments of principal
      and interest hereon and for all other purposes whatsoever, whether or not this
      Note shall be overdue and the Company shall not be affected by notice to the
      contrary.

     

    10.  Assignment
      by the Company.
      Neither
      this Note nor any of the rights, interests or obligations hereunder may be
      assigned, by operation of law or otherwise, in whole or in part, by the Company
      without the prior written consent of the holders of a Majority in
      Interest.

     

    11.  Notices.
      All
      notices, requests, demands, consents, instructions or other communications
      required or permitted hereunder shall in writing and faxed, mailed or delivered
      to each party at the respective addresses of the parties as set forth in the
      Note and Warrant Purchase Agreement, or at such other address or facsimile
      number as the Company shall have furnished to Investor in writing. All such
      notices and communications will be deemed effectively given the earlier of
      (i) when received, (ii) when delivered personally, (iii) one
      business day after being delivered by facsimile (with receipt of appropriate
      confirmation), (iv) one business day after being deposited with an
      overnight courier service of recognized standing or (v) four days after
      being deposited in the U.S. mail, first class with postage prepaid.

     

    12.  Pari
      Passu Notes.
      Investor
      acknowledges and agrees that the payment of the Repayment Amount shall be
pari
      passu in
      right
      of payment and in all other respects to the other Notes issued pursuant to
      the
      Note and Warrant Purchase Agreement or pursuant to the terms of such Notes.
      In
      the event Investor receives payments in excess of its pro rata share of the
      Company’s payments to the Investors of all of the Notes, then Investor shall
      hold in trust all such excess payments for the benefit of the holders of the
      other Notes and shall pay such amounts held in trust to such other holders
      upon
      demand by such holders.

     

    13.  Usury.
      In the
      event any amount is paid on this Note or under the terms of the Note and Warrant
      Purchase Agreement which is deemed to be in excess of the then legal maximum
      rate, then that portion of the payment representing an amount in excess of
      the
      then legal maximum rate shall be deemed a payment of principal and applied
      against the principal of this Note.

     

    14.  Waivers.
      The
      Company hereby waives notice of default, presentment or demand for payment,
      protest or notice of nonpayment or dishonor and all other notices or demands
      relative to this instrument.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    15.  Governing
      Law.
      This
      Note and all actions arising out of or in connection with this Note shall be
      governed by and construed in accordance with the laws of the State of New York,
      without regard to the conflicts of law provisions of the State of New York,
      or
      of any other state.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    The
      Company has caused this Note to be issued as of the date first written
      above.

    


    
      	
              NEW
                DESIGN CABINETS, INC.,

            
	
              a
                Nevada corporation

            
	 	 
	
              By:

            	 
	
              Name:
                

            	
              Luis
                Goyzueta

            
	
              Title:
                

            	
              President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    NEW
      DESIGN CABINETS, INC.

     

    CONVERSION
      NOTICE

     

    Reference
      is made to the Convertible Promissory Note (the "Note")
      issued
      to the undersigned by New Design Cabinets, Inc. (the "Company").
      In
      accordance with and pursuant to the Note, the undersigned hereby elects to
      convert up to 110% of the Repayment Amount (as defined in the Note) of the
      Note
      indicated below into shares of common stock, par value $0.001 per share (the
      "Company
      Common Stock"),
      as of
      the date specified below.

     

    
      	
              Date
                of Conversion:

            	 
	
               

              Repayment
                Amount to be converted:

            	 
	
               

              Number
                of shares of Company Common Stock to be issued:

            	 


    

     

        Please
      issue
      the Company Common Stock into which the Note is being converted in the following
      name and to the following address:

    


    
      	
              Issue
                to:

            	 
	 	 
	 	 
	
               

              Facsimile
                Number:

            	 
	
               

              Authorization:

            	 
	
               

              By:

            	 
	
               

              Title:

            	 
	
               

              Dated:

            	 
	
               

              Account
                Number:

            	 
	
               

                (if
                electronic book entry transfer)

            	 
	
               

              Transaction
                Code Number:

            	 
	
               

                (if
                electronic book entry transfer)