NEITHER
      THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
      OTHER
      LOAN SECURED BY SUCH SECURITIES.

     

    NEW
      DESIGN CABINETS, INC.

     

    WARRANT

    

      
        	
                Warrant
                  No. ________

              	 	
                Date
                  of Issuance: __________, 2007

              


      

    

     

    New
      Design Cabinets, Inc., a Nevada corporation (the “Company”),
      hereby certifies that, for value received, ____________ or its registered
      assigns (the “Holder”),
      is
      entitled to purchase from the Company up to a total of ________1 
      shares
      of common stock, $.001 par value (the “Common
      Stock”),
      of
      the Company (each such share, a “Warrant
      Share”
and
      all
      such shares, the “Warrant
      Shares”)
      at an
      exercise price equal to $.75 per share (as adjusted from time to time as
      provided in Section
      8)
      (the
“Exercise
      Price”),
      at
      any time and from time to time from and after the date hereof and through and
      including ____________, 2010 (the “Expiration
      Date”),
      and
      subject to the following terms and conditions.

     

    1. Registration
      of Warrant.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant
      Register”),
      in
      the name of the record Holder hereof from time to time. The Company may deem
      and
      treat the registered Holder of this Warrant as the absolute owner hereof for
      the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent actual notice to the contrary.

     

      
        

      

    

    1
      For
      every $3.50 invested in the Company, the Holder shall receive one (1) Warrant
      Share.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2. Registration
      of Transfers.
      The
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant, with the Form of Assignment
      attached hereto duly completed and signed, to the Company at its address
      specified herein. Upon any such registration or transfer, a new Warrant to
      purchase Common Stock, in substantially the form of this Warrant (any such
      new
      Warrant, a “New
      Warrant”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a holder
      of a Warrant. Warrants and Warrant Shares may only be disposed of in compliance
      with state and federal securities laws. In connection with any transfer of
      Warrant Shares other than pursuant to an effective registration statement,
      to
      the Company, to an Affiliate of a Holder or in connection with a bona pledge
      as
      contemplated in this Section
      2,
      the
      Company may require the transferor thereof to provide to the Company an opinion
      of counsel selected by the transferor, the form and substance of which opinion
      shall be reasonably satisfactory to the Company, to the effect that such
      transfer does not require registration under the Securities Act. The Company
      acknowledges and agrees that a Holder may from time to time pledge pursuant
      to a
      bona fide margin agreement or grant a security interest in some or all of the
      Warrant and Warrant Shares and, if required under the terms of such arrangement,
      the Holder may transfer pledged or secured Warrant and Warrant Shares to the
      pledgees or secured parties. Such a pledge or transfer is not subject to
      approval of the Company and no legal opinion of the pledgee, secured party
      or
      pledgor shall be required in connection therewith. Further, no notice shall
      be
      required of such pledge.

     

    3. Exercise
      and Duration of Warrants.
      This
      Warrant shall be exercisable by the registered Holder, in whole or in part,
      at
      any time and from time to time on or after the date hereof to and including
      the
      Expiration Date. At 5:00 p.m., New York time on the Expiration Date, the portion
      of this Warrant not exercised prior thereto shall be and become void and of
      no
      value.

     

    4. Delivery
      of Warrant Shares.
      Upon
      delivery of the Form of Election to Purchase to the Company (with the attached
      Warrant Shares Exercise Log) at its address for notice set forth in Section
      12
      and upon
      payment of the Exercise Price multiplied by the number of Warrant Shares that
      the Holder intends to purchase hereunder the Company shall promptly issue and
      deliver to the Holder, a certificate for the Warrant Shares issuable upon such
      exercise with the appropriate legend. Any Person so designated by the Holder
      to
      receive Warrant Shares shall be deemed to have become holder of record of such
      Warrant Shares as of the Date of Exercise of this Warrant. As used in this
      Agreement, a “Date
      of Exercise”
means
      the date on which the Holder shall have delivered to the Company (i) the Form
      of
      Election to Purchase attached hereto (with the Warrant Exercise Log attached
      to
      it), appropriately completed and duly signed and (ii) payment of the Exercise
      Price for the number of Warrant Shares so indicated by the Holder to be
      purchased.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5. Charges,
      Taxes and Expenses.
      Issuance and delivery of certificates for shares of Common Stock upon exercise
      of this Warrant shall be made without charge to the Holder for any issue or
      transfer tax, withholding tax, transfer agent fee or other incidental tax or
      expense in respect of the issuance of such certificates, all of which taxes
      and
      expenses shall be paid by the Company; provided, however, that the Company
      shall
      not be required to pay any tax which may be payable in respect of any transfer
      involved in the registration of any certificates for Warrant Shares or Warrants
      in a name other than that of the Holder. The Holder shall be responsible for
      all
      other tax liability that may arise as a result of holding or transferring this
      Warrant or receiving Warrant Shares upon exercise hereof.

     

    6. Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable indemnity, if requested.
      Applicants for a New Warrant under such circumstances shall also comply with
      such other reasonable regulations and procedures and pay such other reasonable
      third-party costs as the Company may prescribe.

     

    7. Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of persons other
      than the Holder (taking into account the adjustments and restrictions of
Section
      8).
      The
      Company covenants that all Warrant Shares so issuable and deliverable shall,
      upon issuance and the payment of the applicable Exercise Price in accordance
      with the terms hereof, be duly and validly authorized, issued and fully paid
      and
      nonassessable.

     

    8. Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this
Section
      8.

     

    (a) Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides
      outstanding shares of Common Stock into a larger number of shares, or (iii)
      combines outstanding shares of Common Stock into a smaller number of shares,
      then in each such case the Exercise Price shall be multiplied by a fraction
      of
      which the numerator shall be the number of shares of Common Stock outstanding
      immediately before such event and of which the denominator shall be the number
      of shares of Common Stock outstanding immediately after such event. Any
      adjustment made pursuant to clause (i) of this paragraph shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution, and any adjustment pursuant to clause
      (ii) or (iii) of this paragraph shall become effective immediately after the
      effective date of such subdivision or combination. If any event requiring an
      adjustment under this paragraph occurs during the period that an Exercise Price
      is calculated hereunder, then the calculation of such Exercise Price shall
      be
      adjusted appropriately to reflect such event.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) Fundamental
      Transactions.
      If, at
      any time while this Warrant is outstanding, (1) the Company effects any merger
      or consolidation of the Company with or into another Person, (2) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (3) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of Common
      Stock are permitted to tender or exchange their shares for other securities,
      cash or property, or (4) the Company effects any reclassification of the Common
      Stock or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (in any such case, a “Fundamental
      Transaction”),
      then
      the Holder shall have the right thereafter to receive, upon exercise of this
      Warrant, the same amount and kind of securities, cash or property as it would
      have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      the holder of the number of Warrant Shares then issuable upon exercise in full
      of this Warrant (the “Alternate
      Consideration”).
      For
      purposes of any such exercise, the determination of the Exercise Price shall
      be
      appropriately adjusted to apply to such Alternate Consideration based on the
      amount of Alternate Consideration issuable in respect of one share of Common
      Stock in such Fundamental Transaction, and the Company shall apportion the
      Exercise Price among the Alternate Consideration in a reasonable manner
      reflecting the relative value of any different components of the Alternate
      Consideration. If holders of Common Stock are given any choice as to the
      securities, cash or property to be received in a Fundamental Transaction, then
      the Holder shall be given the same choice as to the Alternate Consideration
      it
      receives upon any exercise of this Warrant following such Fundamental
      Transaction. At the Holder’s option and request, any successor to the Company or
      surviving entity in such Fundamental Transaction shall, either (1) issue to
      the
      Holder a new warrant substantially in the form of this Warrant and consistent
      with the foregoing provisions and evidencing the Holder’s right to purchase the
      Alternate Consideration for the aggregate Exercise Price upon exercise thereof,
      or (2) purchase the Warrant from the Holder for a purchase price, payable in
      cash within five Trading Days after such request (or, if later, on the effective
      date of the Fundamental Transaction), equal to the Black Scholes value of the
      remaining unexercised portion of this Warrant on the date of such request.
      The
      terms of any agreement pursuant to which a Fundamental Transaction is effected
      shall include terms requiring any such successor or surviving entity to comply
      with the provisions of this paragraph (c) and insuring that the Warrant (or
      any
      such replacement security) will be similarly adjusted upon any subsequent
      transaction analogous to a Fundamental Transaction.

     

    (c) Number
      of Warrant Shares.
      Simultaneously with any adjustment to the Exercise Price pursuant to paragraphs
      (a) or (b) of this Section, the number of Warrant Shares that may be purchased
      upon exercise of this Warrant shall be adjusted proportionately, so that after
      such adjustment the aggregate Exercise Price payable hereunder for the adjusted
      number of Warrant Shares shall be the same as the aggregate Exercise Price
      in
      effect immediately prior to such adjustment.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (d) Calculations.
      All
      calculations under this Section 8 shall be made to the nearest cent or the
      nearest 1/100th of a share, as applicable. The number of shares of Common Stock
      outstanding at any given time shall not include shares owned or held by or
      for
      the account of the Company, and the disposition of any such shares shall be
      considered an issue or sale of Common Stock.

     

    (e) Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section
      8,
      the
      Company at its expense will promptly compute such adjustment in accordance
      with
      the terms of this Warrant and prepare a certificate setting forth such
      adjustment, including a statement of the adjusted Exercise Price and adjusted
      number or type of Warrant Shares or other securities issuable upon exercise
      of
      this Warrant (as applicable), describing the transactions giving rise to such
      adjustments and showing in detail the facts upon which such adjustment is based.
      Upon written request, the Company will promptly deliver a copy of each such
      certificate to the Holder.

     

    (f) Notice
      of Corporate Events.
      If the
      Company (i) declares a dividend or any other distribution of cash, securities
      or
      other property in respect of its Common Stock, including without limitation
      any
      granting of rights or warrants to subscribe for or purchase any capital stock
      of
      the Company or any Subsidiary, (ii) authorizes or approves, enters into any
      agreement contemplating or solicits stockholder approval for any Fundamental
      Transaction or (iii) authorizes the voluntary dissolution, liquidation or
      winding up of the affairs of the Company, then the Company shall deliver to
      the
      Holder a notice describing the material terms and conditions of such
      transaction, at least twenty (20) calendar days prior to the applicable record
      or effective date on which a Person would need to hold Common Stock in order
      to
      participate in or vote with respect to such transaction, and the Company will
      take all steps reasonably necessary in order to insure that the Holder is given
      the practical opportunity to exercise this Warrant prior to such time so as
      to
      participate in or vote with respect to such transaction; provided, however,
      that
      the failure to deliver such notice or any defect therein shall not affect the
      validity of the corporate action required to be described in such
      notice.

     

    9. Payment
      of Exercise Price.
      The
      Holder may pay the Exercise Price in one of the following manners:

     

    (a) Cash
      Exercise.
      The
      Holder may deliver cash, certified or official bank check or checks or other
      immediately available funds; or 

     

    (b) Cashless
      Exercise.
      The
      Holder may surrender this Warrant to the Company together with a notice of
      cashless exercise, in which event the Company shall issue to the Holder the
      number of Warrant Shares determined as follows:

     

    X
      = Y
      [(A-B)/A] where:

     

    X
      = the
      number of Warrant Shares to be issued to the Holder.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Y
      = the
      number of Warrant Shares with respect to which this Warrant is being
      exercised.

     

    A
      = the
      average of the closing prices for Common Stock for the five Trading Days
      immediately prior to (but not including) the Exercise Date.

     

    B
      = the
      Exercise Price.

     

    10. No
      Fractional Shares.
      No
      fractional shares of Warrant Shares will be issued in connection with any
      exercise of this Warrant. In lieu of any fractional shares which would,
      otherwise be issuable, the Company shall pay cash equal to the product of such
      fraction multiplied by the closing price of one Warrant Share on the date of
      exercise.

     

    11. Beneficial
      Ownership.
      The
      Company shall not effect the exercise of this Warrant, and the Investor shall
      not have the right to exercise this Warrant, to the extent that after giving
      effect to such exercise, such Person (together with such Person's Affiliates)
      would beneficially own in excess of 4.99% (the “Maximum
      Percentage”)
      of the
      shares of Common Stock outstanding immediately after giving effect to such
      exercise. For purposes of the foregoing sentence, the aggregate number of shares
      of Common Stock beneficially owned by such Person and its Affiliates shall
      include the number of shares of Common Stock issuable upon exercise of this
      Warrant with respect to which the determination of such sentence is being made,
      but shall exclude shares of Common Stock which would be issuable upon (i)
      exercise of the remaining, unexercised portion of this Warrant beneficially
      owned by such Person and its Affiliates and (ii) exercise or conversion of
      the
      unexercised or unconverted portion of any other securities of the Company
      beneficially owned by such Person and its Affiliates (including, without
      limitation, any convertible notes or convertible preferred stock or warrants)
      subject to a limitation on conversion or exercise analogous to the limitation
      contained herein. Except as set forth in the preceding sentence, for purposes
      of
      this paragraph, beneficial ownership shall be calculated in accordance with
      Section 13(d) of the Securities Exchange Act of 1934, as amended (the
      "1934
      Act").
      For
      purposes of this Warrant, 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 (1) the Company's most recent 10-QSB, 10-KSB,
      8-K
      or other public filing with the Securities and Exchange Commission, as the
      case
      may be, (2) a more recent public announcement by the Company or (3) 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 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 the Warrants, by the Investor and 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
      Warrants.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12. Notices.
      Any and
      all notices or other communications or deliveries hereunder (including without
      limitation any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section prior to 5:00 p.m. (New York time) on a Trading Day, (ii) the
      next
      Trading Day after the date of transmission, if such notice or communication
      is
      delivered via facsimile at the facsimile number specified in this Section on
      a
      day that is not a Trading Day or later than 5:00 p.m. (New York time) on any
      Trading Day, (iii) the Trading Day following the date of mailing, if sent by
      nationally recognized overnight courier service, or (iv) upon actual receipt
      by
      the party to whom such notice is required to be given. The addresses for such
      communications shall be: (i) if to the Company, to New Design Cabinets, Inc.,
      Facsimile No.: (310) 402-5931, Attn: Katharine Alade, or (ii) if to the Holder
      to the address or facsimile number appearing on the Warrant Register or such
      other address or facsimile number as the Holder may provide to the Company
      in
      accordance with this Section.

     

    13. Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’
notice to the Holder, the Company may appoint a new warrant agent. Any
      corporation into which the Company or any new warrant agent may be merged or
      any
      corporation resulting from any consolidation to which the Company or any new
      warrant agent shall be a party or any corporation to which the Company or any
      new warrant agent transfers substantially all of its corporate trust or
      shareholders services business shall be a successor warrant agent under this
      Warrant without any further act. Any such successor warrant agent shall promptly
      cause notice of its succession as warrant agent to be mailed (by first class
      mail, postage prepaid) to the Holder at the Holder’s last address as shown on
      the Warrant Register.

     

    13. Definitions.

     

    (a) “Affiliate”
      shall mean, with respect to any Person (i) a Person directly or indirectly
      controlling, controlled by or under, control with such Person, (ii) a
      Person owning or controlling 10% or more of the outstanding voting securities
      of
      such Person,
      or
      (iii) an officer, director, general partner, member or manager of such
      Person, or
      a
      member of the immediate family of an officer, director, general partner, member
      or manager of such Person.
      When the
      Affiliate is an officer, director, partner or manager of such Person
or
      a
      member of the immediate family of an officer, director, general partner, member
      or manager of such Person,
      any
      other Person for which the Affiliate acts in that capacity shall also be
      considered an Affiliate. For these purposes, control means the possession,
      direct or indirect, of the power to direct or cause the direction of the
      management and policies of a Person, whether through the ownership of voting
      securities, as trustee or executor, by contract or otherwise.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) “Agreement”
      shall mean this Warrant, including all exhibits and schedules thereto, as the
      same may hereafter be amended, modified or supplemented from time to
      time.

     

    (c) “Black-Scholes” is
      a
      model of the varying price over time of financial instruments.

     

    (d) “Person”
      shall mean any entity, corporation, company, association, joint venture, joint
      stock company, partnership, trust, organization, individual (including personal
      representatives, executors and heirs of a deceased individual), nation, state,
      government (including agencies, departments, bureaus, boards, divisions and
      instrumentalities thereof), trustee, receiver or liquidator, as well as any
      syndicate or group that would be deemed to be a Person under Section 13(d)(3)
      of
      the 1934 Act.

     

    (e) “Subsidiary”
      of a Person shall mean each corporation or other entity of which (a) such Person
      or any other Subsidiary of such Person is a general partner or a manager (b)
      or
      at least 50% of the securities or other ownership interests having by their
      terms ordinary voting power to elect at least 50% of the board of directors
      or
      other Persons performing similar functions is directly or indirectly owned
      or
      controlled by such Person, by any one or more of its Subsidiaries or by such
      Person and one or more of its Subsidiaries.

     

    (f) “Trading
      Day” means a day on which the purchase and sale of the Company’s Common Stock is
      permitted.

     

    14. Miscellaneous.

     

    (a) This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and assigns. Subject to the preceding sentence,
      nothing in this Warrant shall be construed to give to any Person other than
      the
      Company and the Holder any legal or equitable right, remedy or cause of action
      under this Warrant. This Warrant may be amended only in writing signed by the
      Company and the Holder and their successors and assigns.

     

    (b) All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement (whether brought against a party
      hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced in the state and federal courts sitting
      in the City of New York. Each party hereto hereby irrevocably submits to the
      exclusive jurisdiction of the state and federal courts sitting in the City
      of
      New York for the adjudication of any dispute hereunder or in connection herewith
      or with any transaction contemplated hereby or discussed herein (including
      with
      respect to the enforcement of this Agreement), and hereby irrevocably waives,
      and agrees not to assert in any suit, action or proceeding, any claim that
      it is
      not personally subject to the jurisdiction of any such court, that such suit,
      action or proceeding is improper. Each party hereto (including its affiliates,
      agents, officers, directors and employees) hereby irrevocably waives, to the
      fullest extent permitted by applicable law, any and all right to trial by jury
      in any legal proceeding arising out of or relating to this Agreement or the
      transactions contemplated hereby. If either party shall commence an action
      or
      proceeding to enforce any provisions of this Agreement, then the prevailing
      party in such action or proceeding shall be reimbursed by the other party for
      its attorneys fees and other costs and expenses incurred with the investigation,
      preparation and prosecution of such action or proceeding.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (d) In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK,

    SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.

     

    
      	
              NEW
                DESIGN CABINETS, INC.

            
	 
	
              By:

            	 
	 	
              Luis
                Goyzueta

            
	 	
              President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF
      ELECTION TO PURCHASE 

     

    To
      New
      Design Cabinets, Inc.

     

    In
      accordance with the Warrant enclosed with this Form of Election to Purchase,
      the
      undersigned hereby irrevocably elects to purchase _______ shares of common
      stock
      (“Common Stock”), $0.001 par value per share, of New Design Cabinets, Inc. and,
      if such Holder is not utilizing the cashless exercise provisions set forth
      in
      this Warrant, encloses herewith $______________ in cash, certified or official
      bank check or checks or other immediately available funds, which sum represents
      the aggregate Exercise Price (as defined in the Warrant) for the number of
      shares of Common Stock to which this Form of Election to Purchase relates,
      together with any applicable taxes payable by the undersigned pursuant to the
      Warrant.

     

    The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of

    


    
      	
              PLEASE
                INSERT SOCIAL SECURITY OR

            
	
              TAX
                IDENTIFICATION NUMBER

            


    

     

    (Please
      print name and address)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF
      ASSIGNMENT

     

    [To
      be
      completed and signed only upon transfer of Warrant]

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      __________________________________ the right represented by the within Warrant
      to purchase ____________ shares of Common Stock of New Design Cabinets, Inc.
      to
      which the within Warrant relates and appoints _____________________ attorney
      to
      transfer said right on the books of New Design Cabinets, Inc. with full power
      of
      substitution in the premises.

     

    Dated:
      ________________, _______

    


    
      	 
	
              (Signature
                must conform in all respects to 

              name
                of holder as specified on the face of 

              the
                Warrant)

            
	 
	 
	
              Address
                of Transferee

            
	 
	 
	 
	 


    

    


    
      	
              In
                the presence of:

            
	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Warrant
      Shares Exercise Log

    


    
      	
              Date

            	 	
              Number
                of Warrant

              Shares
                Available to

              be
                Exercised

            	 	
              Number
                of Warrant

              Shares
                Exercised

            	 	
              Number
                of Warrant

              Shares
                Remaining to

              be
                Exercised