SERIES A
      PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT

     

    This
      Series A Preferred Stock and Warrant Purchase Agreement (this “Agreement”)
      is
      made as of ___________, 2007, by and between New Design Cabinets, Inc., a Nevada
      corporation (the “Company”),
      and
      MA Green, LLC, a Delaware limited liability company (the “Investor”).

     

    SECTION
      1

     

    Authorization,
      Sale and Issuance of Series A Preferred Stock
      and Warrant

     

    1.1 Authorization. 
      The Company will, prior to the Closing (as defined below), authorize
      (a) the sale and issuance of seven million one hundred forty-two thousand
      eight hundred fifty-seven (7,142,857) shares (the “Shares”)
      of the
      Company’s Series A Preferred Stock, $.001 par value (the “Series
      A Preferred Stock”),
      having the rights, privileges, preferences and restrictions set forth in the
      Certificate of Designation, Powers, Preferences and Rights of Series A Preferred
      Stock of the Company, in substantially the form attached hereto as Exhibit A
      (the
“Certificate
      of Designation”);
      (b) the issuance of a warrant, in substantially the form attached hereto as
Exhibit B
      (the
“Warrant”),
      for
      the purchase of up to one million seven hundred eighty-five thousand seven
      hundred fourteen (1,785,714) shares of common stock, $.001 par value (the
“Common
      Stock”)
      of the
      Company (the “the
      Warrant Shares”);
      and
      (c) the reservation of shares of Common Stock for issuance upon conversion
      of
      the Warrant Shares (the “Conversion
      Shares”).

     

    1.2 Sale
      and Issuance of Shares. 
      Subject to the terms and conditions of this Agreement, the Investor agrees
      to
      purchase, and the Company agrees to sell and issue to the Investor, the Shares
      at a cash purchase price of $0.70 per share and an aggregate purchase price
      for
      all Shares equal to Five Million Dollars ($5,000,000) (the “Total
      Base Purchase Price”).
      

     

    1.3 Funding
      Fee.
      On the
      Closing Date (as defined below), the Company shall pay the Investor an amount
      equal to two percent (2%) of the Total Base Purchase Price (i.e., One Hundred
      Thousand Dollars ($100,000)) in
      consideration for the purchase by the Investor of the Shares (the “Funding
      Fee”).
      The
      Total Base Purchase Price less the Funding Fee shall be referred to as the
      “Total
      Purchase Price.”

     

    1.4 Issuance
      of Series A Warrant. 
      On the Closing Date, the Company shall issue to the Investor the Warrant to
      purchase up to the number of Warrant Shares. The Warrant shall be issued in
      substantially the same form as attached hereto as Exhibit B.
      

     

    SECTION
      2

     

    Closing
      Date and Delivery

     

    2.1 Closing.
      The
      purchase, sale and issuance of the Shares and the Warrant shall take place
      at a
      closing (the “Closing”)
      at the
      offices of Loeb & Loeb LLP, 10100 Santa Monica Boulevard, Suite 2200, Los
      Angeles, California 90067, at 10:00 a.m. local time on __________, 2007 (the
      “Closing
      Date”),
      or
      such other date as the Company and the Investor shall agree.


    
      
        
        

      

      
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    2.2 Delivery. 
At
      the Closing, the Company will deliver to the Investor a certificate registered
      in the Investor’s name representing the Shares (the “Stock
      Certificate”)
      and
      the executed Warrant to purchase up to the number of Warrant Shares against
      payment of the Total Purchase Price, by wire transfer in accordance with the
      Company’s instructions. 

     

    SECTION
      3

     

    Representations
      and Warranties of the Company

     

    The
      Company represents and warrants to the Investor that:

     

    3.1 Due
      Incorporation, Qualification, etc.
      The
      Company (a) is a corporation duly organized, validly existing and in good
      standing under the laws of its state of incorporation; (b) has the power and
      authority to own, lease and operate its properties and carry on its business
      as
      now conducted; and (c) is duly qualified, licensed to do business and in good
      standing as a foreign corporation in each jurisdiction where the failure to
      be
      so qualified or licensed could reasonably be expected to have a Material Adverse
      Effect. For the purposes of this Agreement, “Material
      Adverse Effect”
shall
      mean a material adverse effect on (i) the business, assets, operations,
      prospects or financial or other condition of the Company; (ii) the ability
      of the Company to pay or perform its obligations under this Agreement in
      accordance with the terms of this Agreement and the other Transaction Documents
      (as defined below) 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 (iii) the rights and remedies
      of the Investor under this Agreement, the other Transaction Documents or any
      related document, instrument or agreement.

     

    3.2 Authority.
      The
      execution, delivery and performance by the Company of this Agreement, the
      Warrant and the Stock Certificate, and all such other documents required by
      the
      terms of this Agreement to be executed by the Company (collectively, the
“Transaction
      Documents”)
      and
      the consummation of the transactions contemplated thereby (a) are within
      the power of the Company and (b) have been duly authorized by all necessary
      actions on the part of the Company.

     

    3.3 Enforceability.
      Each
      Transaction Document has been, or will be, duly executed and delivered by the
      Company and constitutes, or will constitute, a legal, valid and binding
      obligation of the Company, enforceable against the Company in accordance with
      its terms, except as limited by bankruptcy, insolvency or other laws of general
      application relating to or affecting the enforcement of creditors’ rights
      generally and general principles of equity.

     

    3.4 Non-Contravention.
      The
      execution and delivery by the Company of the Transaction Documents and the
      performance and consummation of the transactions contemplated thereby do not
      and
      will not (a) violate the Company’s Articles of Incorporation or Bylaws, as
      amended, as the case may be (“Charter
      Documents”),
      or
      any material judgment, order, writ, decree, statute, rule or regulation
      applicable to the Company; (b) violate any provision of, or result in the
      breach or the acceleration of, or entitle any other Person to accelerate
      (whether after the giving of notice or lapse of time or both), any material
      mortgage, indenture, agreement, instrument or contract to which the Company
      is a
      party or by which it is bound; or (c) result in the creation or imposition
      of any lien upon any property, asset or revenue of the Company or the
      suspension, revocation, impairment, forfeiture, or nonrenewal of any material
      permit, license, authorization or approval applicable to the Company, its
      business or operations, or any of its assets or properties. For the purposes
      of
      this Agreement, “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. 


    
      
        
        

      

      
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    3.5 Approvals.
      The
      Company is not required to obtain any consent, authorization or order of, or
      make any filing or registration with, any court, governmental agency or any
      regulatory or self-regulatory agency or any other Person in order for it to
      execute, deliver or perform any of its obligations under or contemplated by
      this
      Agreement, in each case in accordance with the terms hereof or
      thereof.

     

    3.6 No
      Violation or Default.
      The
      Company is not in violation of or in default with respect to (a) its
      Charter Documents or any material judgment, order, writ, decree, statute, rule
      or regulation applicable to it; or (ii) any material mortgage, indenture,
      agreement, instrument or contract to which the Company is a party or by which
      it
      is bound (nor is there any waiver in effect which, if not in effect, would
      result in such a violation or default), where, in each case, such violation
      or
      default, individually, or together with all such violations or defaults, could
      reasonably be expected to have a Material Adverse Effect.

     

    3.7 Litigation.
      No
      actions (including, without limitation, derivative actions), suits, proceedings
      or investigations are pending or, to the knowledge of the Company, threatened
      against the Company at law or in equity in any court or before any other
      governmental authority that if adversely determined (a) would (alone or in
      the aggregate) have a Material Adverse Effect or (b) seeks to enjoin,
      either directly or indirectly, the execution, delivery or performance by the
      Company of the Transaction Documents or the transactions contemplated
      thereby.

     

    3.8 Taxes.
      Within
      the times and in the manner prescribed by law, the Company has filed all
      federal, state and local tax returns required by law and has paid all taxes,
      assessments and penalties due and payable.

     

    3.9 OTCBB
      Compliance.
      The
      Company is in compliance with all requirements for, and its Common Stock is
      quoted on the Electronic Over-the-Counter Bulletin Board system.

     

    3.10 SEC
      Reports.
      The
      Company has filed all reports, schedules, forms, statements and other documents
      required to be filed by it with the SEC (the “SEC
      Documents”)
      pursuant to the reporting requirements of the Securities Exchange Act of 1934,
      as amended (the “Exchange
      Act”).
      As of
      their respective dates, the financial statements of the Company included in
      the
      SEC Documents complied as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the
      Securities and Exchange Commission (“SEC”)
      with
      respect thereto. Such financial statements have been prepared in accordance
      with
      generally accepted accounting principles, consistently applied, during the
      periods involved (except (a) as may be otherwise indicated in such financial
      statements or the notes thereto, or (b) in the case of unaudited interim
      statements, to the extent they may exclude footnotes or may be condensed or
      summary statements) and fairly present in all material respects the financial
      position of the Company as of the dates thereof and the results of its
      operations and cash flows for the periods then ended (subject, in the case
      of
      unaudited statements, to normal year-end audit adjustments).


    
      
        
        

      

      
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    3.11 Capitalization.
      The
      authorized capital stock of the Company currently consists of 250,000,000 shares
      of Common Stock and 50,000,000 shares of preferred stock, $.001 par value (the
      “Preferred
      Stock”),
      of
      which 55,000,000 shares of Common Stock and no shares of Preferred Stock are
      issued and outstanding. Except as provided for in this Agreement and as set
      forth below, there are no outstanding shares of Common Stock, Preferred Stock,
      options, rights, warrants, debentures, instruments, convertible securities
      or
      other agreements or commitments obligating the Company to issue any additional
      shares of its capital stock of any class. Concurrently with the Closing, the
      Company will close a private placement of Common Stock of up to $10.0 million
      (the “Private
      Placement”).
      Assuming the Private Placement is fully subscribed for, and that all $10.0
      million of Common Stock is purchased by the investors, immediately after the
      closing of the Private Placement, the investors in the Private Placement will
      receive an aggregate of 14,285,714 shares of Common Stock and warrants to
      purchase 7,142,857 shares of Common Stock. Concurrently with the Closing, the
      Company anticipates closing a bridge financing with investors for up to $5.0
      million (the “Bridge
      Financing”).
      At
      the closing of the Bridge Financing, the bridge note holders will receive
      warrants to purchase shares of Common Stock. In addition, upon maturity of
      the
      notes, the bridge note holders will have the right to convert (in whole or
      in
      part) the amount then due and outstanding under the terms of the notes into
      shares of Common Stock of the Company.

     

    3.12 General
      Solicitation.
      Neither
      the Company, nor any of its affiliates, nor any Person acting on its or their
      behalf, has engaged in any form of general solicitation or general advertising
      (within the meaning of Regulation D promulgated under the Securities Act of
      1933, as amended (the “Securities
      Act”))
      in
      connection with the offer or sale of the Shares or Warrant.

     

    3.13 Accuracy
      of Information Furnished.
      None of
      the Transaction Documents and none of the other certificates, statements or
      information furnished to the Investor by or on behalf of the Company in
      connection with the Transaction Documents or the transactions contemplated
      thereby contains or will contain any untrue statement of a material fact or
      omits or will omit to state a material fact necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading.

     

    SECTION
      4

     

    Representations
      and Warranties of the Investor

     

    The
      Investor hereby
      represents and warrants to the Company as follows:

     

    4.1 Binding
      Obligation.
      The
      Investor has full legal capacity, power and authority to execute and deliver
      this Agreement and to perform its obligations hereunder. This Agreement is
      a
      valid and binding obligation of the Investor, enforceable in accordance with
      its
      terms, except as limited by bankruptcy, insolvency or other laws of general
      application relating to or affecting the enforcement of creditors’ rights
      generally and general principles of equity.

     

    4.2 Securities
      Law Compliance.
      The
      Investor has been advised that the Shares and the Conversion Shares have not
      been registered under the Securities Act, or any state securities laws and,
      therefore, cannot be resold unless they are registered under the Securities
      Act
      and applicable state securities laws or unless an exemption from such
      registration requirements is available. The Investor has not been formed solely
      for the purpose of making this investment and is purchasing the Shares and
      the
      Warrant Shares for its own account for investment, not as a nominee or agent,
      and not with a view to, or for resale in connection with, the distribution
      thereof. The Investor has such knowledge and experience in financial and
      business matters that the Investor is capable of evaluating the merits and
      risks
      of such investment, is able to incur a complete loss of such investment and
      is
      able to bear the economic risk of such investment for an indefinite period
      of
      time. The Investor is an accredited investor as such term is defined in
      Rule 501 of Regulation D under the Securities Act.


    
      
        
        

      

      
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    4.3 Access
      to Information.
      The
      Investor acknowledges that the Company has given the Investor access to the
      corporate records and accounts of the Company and to all information in its
      possession relating to the Company, has made its officers and representatives
      available for interview by the Investor, and has furnished the Investor with
      all
      documents and other information required for the Investor to make an informed
      decision with respect to the purchase of the Shares and the Warrant
      Shares.

     

    SECTION
      5

     

    Registration
      Rights 

    5.1 Demand
      Registration.
      At any
      time during one (1) year after the Closing Date, the Investor shall have the
      right, exercisable by making a written request (a “Demand
      Request”)
      to the
      Company (which request shall specify the aggregate number of shares of Common
      Stock underlying the Shares and Conversion Shares requested to be registered),
      to require that the Company file a registration statement (the “Demand
      Registration Statement”)
      with
      the SEC covering, for the Investor, the shares of Common Stock underlying the
      Shares and the Conversion Shares specified in the Demand Request. The Company
      will file the Demand Registration Statement no later than thirty (30) calendar
      days after the Company’s receipt of the Demand Request. If (i) in the good faith
      judgment of the Board of Directors of the Company, the filing of the Demand
      Registration Statement covering the Common Stock underlying the Shares and
      the
      Conversion Shares would be materially detrimental to the Company and the Board
      of Directors of the Company concludes, as a result, that it is in the best
      interests of the Company to defer the filing of such Demand Registration
      Statement at such time, and (ii) the Company shall furnish to the Investor
      a
      certificate signed by the President of the Company stating that in the good
      faith judgment of the Board of Directors of the Company, it would be materially
      detrimental to the Company for such Demand Registration Statement to be filed
      in
      the near future and that it is, therefore, in the best interests of the Company
      to defer the filing of such Demand Registration Statement, then the Company
      shall have the right to defer such filing for a period of not more than one
      hundred eighty (180) days after receipt of the request of the Investor, and,
      provided further, that the Company shall not defer its obligation in this manner
      more than one (1) time under this Agreement. The Demand Registration Statement
      filed pursuant to the request of the Investor may include other securities
      of
      the Company and may include securities of the Company being sold for the account
      of the Company.

    


    5.2 Company
      Registration.
      Upon
      the
      consummation of the PIPE, the Company will file a registration statement (the
      “Company
      Registration Statement”)
      covering, for the Investor, 100% of the shares of Common Stock underlying the
      Shares and the Conversion Shares no later than thirty (30) calendar days after
      the Company closes the PIPE (the “Filing
      Date”),
      except that if the SEC limits the number of securities that may be registered
      on
      the Company Registration Statement, such number of securities shall be cutback
      (in the following order) to comply with any such limitation imposed by the
      SEC:
      (i) shares of Common Stock underlying any and all warrants required to be
      registered, (ii) Common Stock and (iii) shares of Common Stock underlying the
      Shares. Any required cutbacks shall be applied to investors pro-rata in
      accordance with the number of securities sought to be included in such Company
      Registration Statement. The Company shall use its best efforts to have the
      Company Registration Statement declared effective by the SEC as soon as possible
      after the Filing Date.


    
      
        
        

      

      
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    5.3 Penalty.
      Except
      as set forth in Section 5.1 above, if the Demand Registration Statement or
      Company Registration Statement, as applicable, is not filed within thirty (30)
      calendar days of receipt of the Company’s Demand Request or the closing of the
      PIPE, as applicable, or is not declared effective by the SEC for any reason
      within one hundred fifty (150) calendar days of the Company’s receipt of the
      Demand Request, or after the closing of the PIPE, as applicable, the Company
      will be required to pay the Investor an amount (the “Periodic
      Amount”)
      equal
      to 1.5% of the Total Base Purchase Price for each thirty (30) day period (pro
      rated for a shorter period), in each case until the Demand Registration
      Statement or Company Registration Statement, as applicable, is filed or declared
      effective, as the case may be. In no event will the aggregate Periodic Amounts
      exceed 10% of the Total Base Purchase Price. Periodic Amount payments shall
      be
      made by the Company to the Investor if effectiveness of the Demand Registration
      Statement or Company Registration Statement, as applicable, is suspended for
      more than thirty (30) consecutive days. In no event shall the Company be liable
      for liquidated damages as to any shares of Common Stock underlying the Shares
      or
      Conversion Shares which are not permitted by the SEC to be included in the
      Demand Registration Statement or Company Registration Statement, as applicable,
      solely due to comments received by the Company from the SEC. 

     

    5.4 Information
      Requirements.
      The
      Company may request the Investor to furnish the Company with such information
      with respect to the Investor and the Investor’s proposed distribution of
      securities being purchased hereunder pursuant to the Demand Registration
      Statement or Company Registration Statement, as applicable, as the Company
      may
      from time to time reasonably request in writing or as shall be required by
      law
      or by the SEC in connection therewith, and the Investor agrees to furnish the
      Company with such information.

     

    SECTION
      6

     

    Conditions
      to the Investor’s Obligation to Close

    


    The
      Investor’s obligations at the Closing are subject to the fulfillment, on or
      prior to the Closing Date, of all of the following conditions, any of which
      may
      be waived in whole or in part by the Investor: 

     

    6.1 Representations
      and Warranties.
      The
      representations and warranties made by the Company in Section 3 hereof
      shall have been true and correct when made, and shall be true and correct on
      the
      Closing Date. 

     

    6.2 Governmental
      Approvals and Filings.
      The
      Company shall have obtained all governmental approvals required in connection
      with the lawful sale and issuance of the Shares and the
      Warrant.


    
      
        
        

      

      
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    6.3 Legal
      Requirements.
      At the
      Closing, the sale and issuance by the Company, and the purchase by the Investor,
      of the Shares and the Warrant shall be legally permitted by all laws and
      regulations to which the Investor or the Company are subject.

     

    6.4 Proceedings
      and Documents.
      All
      corporate and other proceedings in connection with the transactions contemplated
      at the Closing and all documents and instruments incident to such transactions
      shall be reasonably satisfactory in substance and form to the
      Investor.

     

    6.5 Transaction
      Documents.
      The
      Company shall have duly executed and delivered to the Investor each of the
      Transaction Documents.

     

    6.6 Amended
      and Restated Articles of Incorporation.
      The
      Amended and Restated Articles of Incorporation of the Company, in the form
      attached hereto as Exhibit
      C,
      shall
      have been duly authorized, executed and filed with and accepted by the Secretary
      of State of the State of Nevada.

     

    6.7 Certificate
      of Designation.
      The
      Certificate of Designation shall have been duly authorized, executed and filed
      with and accepted by the Secretary of State of the State of Nevada.

     

    SECTION
      7

     

    Conditions
      to Company’s Obligation to Close

     

    The
      Company’s obligation to issue and sell the Shares and the Warrant at the Closing
      is subject to the fulfillment, on or prior to the Closing Date, of the following
      conditions, any of which may be waived in whole or in part by the
      Company:

     

    7.1 Representations
      and Warranties.
      The
      representations and warranties made by the Investor in Section 4 shall be
      true and correct when made, and shall be true and correct on the Closing
      Date.

     

    7.2 Governmental
      Approvals and Filings.
      The
      Company shall have obtained all governmental approvals required in connection
      with the lawful sale and issuance of the Shares and the Warrant.

     

    7.3 Legal
      Requirements.
      At the
      Closing, the sale and issuance by the Company, and the purchase by the Investor,
      of the Shares and the Warrant shall be legally permitted by all laws and
      regulations to which the Investor or the Company are subject.

     

    7.4 Purchase
      Price.
      The
      Investor shall have delivered to the Company the Total Purchase
      Price.


    
      
        
        

      

      
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    SECTION
      8

     

    Miscellaneous

     

    8.1 Expenses. 
      The
      Company and the Investor shall each pay their own expenses in connection with
      the transactions contemplated by this Agreement; provided,
      however,
      that if
      the Closing is effected, the Company shall reimburse the reasonable documented
      fees of one (1) counsel for the Investor and reasonable travel and other
      expenses related to the transaction contemplated in this Agreement, within
      two
      (2) weeks of presentation of a final invoice from the Investor.

     

    8.2 Waivers
      and Amendments.
      Any
      provision of this Agreement may be amended, waived or modified only upon the
      written consent of the Company and the Investor.

     

    8.3 Delays
      or Omissions. 
      Except as expressly provided herein, no delay or omission to exercise any right,
      power or remedy accruing to either party to this Agreement upon any breach
      or
      default of the other party under this Agreement shall impair any such right,
      power or remedy of such non-defaulting party, nor shall it be construed to
      be a
      waiver of any such breach or default, or an acquiescence therein, or of or
      in
      any similar breach or default thereafter occurring, nor shall any waiver of
      any
      single breach or default be deemed a waiver of any other breach or default
      theretofore or thereafter occurring. Any waiver, permit, consent or approval
      of
      any kind or character on the part of any party of any breach or default under
      this Agreement, or any waiver on the part of any party of any provisions or
      conditions of this Agreement, must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing. All remedies, either under
      this Agreement or by law or otherwise afforded to any party to this Agreement,
      shall be cumulative and not alternative.

     

    8.4 Attorney’s
      Fees.
      In the
      event that any suit or action is instituted to enforce any provisions in this
      Agreement, the prevailing party in such dispute shall be entitled to recover
      from the losing party all fees, costs and expenses of enforcing any right of
      such prevailing party under or with respect to this Agreement, including without
      limitation, such reasonable fees and expenses of attorneys and accountants,
      which shall include, without limitation, all fees, costs and expenses of
      appeals.

     

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

     

    8.6 Survival.
      The
      representations, warranties, covenants and agreements made herein shall survive
      the execution and delivery of this Agreement.

     

    8.7 Successors
      and Assigns.
      This
      Agreement, and any and all rights, duties and obligations hereunder, shall
      not
      be assigned, transferred, delegated or sublicensed by the Investor without
      the
      prior written consent of the Company. Any attempt by the Investor without such
      permission to assign, transfer, delegate or sublicense any rights, duties or
      obligations that arise under this Agreement shall be void. Subject to the
      foregoing and except as otherwise provided herein, the provisions of this
      Agreement shall inure to the benefit of, and be binding upon, the successors,
      assigns, heirs, executors and administrators of the parties
      hereto.


    
      
        
        

      

      
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    8.8 Entire
      Agreement.
      This
      Agreement together with the other Transaction Documents constitute and contain
      the entire agreement between the Company and the Investor and supersede any
      and
      all prior agreements, negotiations, correspondence, understandings and
      communications among the parties, whether written or oral, respecting the
      subject matter hereof.

     

    8.9 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 as follows: (a) if to the Investor, at the Investor’s address
      or facsimile number set forth on the signature page hereto, or at such other
      address as the Investor shall have furnished the Company in writing, or
      (b) if to the Company, at 9440 Little Santa Monica Blvd., Suite 401,
      Beverly Hills, CA 90210, Attn: Katharine Alade, facsimile: (310) 402-5931,
      or at
      such other address or facsimile number as the Company shall have furnished
      to
      the 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.

     

    8.10 Severability. 
      If any provision of this Agreement becomes or is declared by a court of
      competent jurisdiction to be illegal, unenforceable or void, portions of such
      provision, or such provision in its entirety, to the extent necessary, shall
      be
      severed from this Agreement, and such court will replace such illegal, void
      or
      unenforceable provision of this Agreement with a valid and enforceable provision
      that will achieve, to the extent possible, the same economic, business and
      other
      purposes of the illegal, void or unenforceable provision. The balance of this
      Agreement shall be enforceable in accordance with its terms. 

     

    8.11 Further
      Assurances. 
      Each party hereto agrees to execute and deliver, by the proper exercise of
      its
      corporate, limited liability company, partnership or other powers, all such
      other and additional instruments and documents and do all such other acts and
      things as may be necessary to more fully effectuate this Agreement.

     

    8.12 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed an original, but all of which together will constitute one and the same
      agreement. Facsimile copies of signed signature pages will be deemed binding
      originals. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Agreement is executed as of the date first written
      above.

    


    
      	
              COMPANY:

            
	 
	
              NEW
                DESIGN CABINETS, INC.,

            
	
              a
                Nevada corporation

            
	 	 
	
              By:

            	 
	
              Name:
                

            	
              Luis
                Goyzueta

            
	
              Title:
                

            	
              President

            
	 
	
              INVESTOR:

            
	 
	
              MA
                Green, LLC,

            
	
              a
                Delaware limited liability company

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              Address:

            	 
	 	 
	 	 
	 	
              (Fax)
                __________________________

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    NEW
      DESIGN CABINETS, INC.

    


     

    SERIES A
      PREFERRED STOCK AND WARRANT PURCHASE

    AGREEMENT

     

    ________________,
      2007