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Financial Advisory Services Agreement

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JAS Financial Services, LLC

930 Skyline Terrace

Laguna Beach, CA 92651





September 8, 2005



Carl R. Klein, Esq.

Chairman of the Board of Directors

M-Wave, Inc.

475 Industrial Drive

West Chicago, IL 60185



RE: Financial Advisory Services Agreement



Dear Carl:



As we have discussed and as contemplated in Section 6 of the Settlement Agreement dated August 19, 2006 among M-Wave, Inc. ("M-Wave"), the members of its Board of Directors and other parties, JAS Financial Services, LLC ("JAS") hereby agrees to provide the Board of Directors of M-Wave with financial advisory services on the terms and conditions set forth herein.



JAS will perform such services and as requested and directed by the Board of Directors of M-Wave from time to time. Such advisory services shall be limited, solely to, the following:



1. Assist in the development of strategic alternatives to maximize the shareholder value of M-Wave;


2. Assist in the evaluation, identification and execution of appropriate sale, merger or financing transaction strategies for M-Wave;


3. Actively assist and participate in the valuation, structuring, and negotiation of terms and conditions and closing of such M-Wave transactions and related financings, excluding Wells Fargo Business Credit and Mercator, which JAS will participate in only as requested by M-Wave's CEO or by such investor or potential investor; and


4. Coordinate all such activities and provide any other related services at the request and direction of the Board of Directors of M-Wave.


JAS will not be involved in matters of M-Wave's corporate governance, SEC or NASDAQ compliance or investor relations, except (a) to the extent specifically asked to do so by M-Wave's Board of Directors or (b) to the extent directly related to the advisory services described above.





JAS Compensation



In consideration for performing its services hereunder, M-Wave will compensate JAS as follows:



1. A lump sum non-refundable retainer payment of $25,000, payable upon execution of this Agreement. A monthly retainer payment of $15,000 per month, payable in arrears on the 15th of each month beginning September 15, 2005 through December 15, 2005, plus a half-month retainer of $7,500 payable in arrears on December 31, 2005. One-half (1/2) of such retainer payments shall be applied against any transaction success fees earned pursuant to Sections 3 described below.


2. Upon execution of this Agreement, JAS shall receive a five year warrant for 50,000 shares of MWAV common stock, priced at the lower of the market on the date of execution of this Agreement or the 5 day average preceding the date of the Agreement.


3. A transaction success fee, payable upon the closing of any such transaction, as follows:


a. Two percent (2%) of any new debt placement (excluding Wells Fargo Business Credit Inc. and Mercator), including, senior secured debt, subordinated debt, mezzanine debt or "Tranche B" debt.


b. Four percent (4%) of any private placement of shares of M-Wave's stock (either common or preferred), excluding Mercator.


c. Three percent (3%) of the gross enterprise value or total consideration received with respect to any merger of M-Wave with any other entity or acquisition of M-Wave by any other entity.


4. In the event that JAS, in its sole discretion, engages the services of a third party for the purpose of assisting JAS with its services or duties hereunder, the compensation of such third party retained by JAS will be the sole responsibility of JAS.
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