Exhibit 10.23


    
      

    


    AGREEMENT
      FOR THE PURCHASE AND

    SALE
      OF REAL
      ESTATE

    


    THIS
      AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE ("Agreement") is entered
      into
      as of June __7___, 2006 ("Effective Date") between M-Wave, Inc., a Delaware
      corporation (“Seller”) and Jorge and Adriana Martinez or their assignee
      ("Purchaser").

     

    SECTION
      1 SALE
      OF
      PROPERTY.

     

    Subject
      to the terms and conditions provided in this Agreement, Seller agrees to sell
      and Purchaser agrees to purchase all of Seller's right, title and interest
      in
      and to the following described property: 

     

    The
      land
      legally described on Exhibit A attached hereto and made a part hereof and
      commonly known as a site at Evergreen & Pine, Bensenville, Illinois (the
“Real Estate”), together with all right, title and interest of Seller in and to
      all privileges, rights, easements, hereditaments, and appurtenances belonging
      to
      the land, and all right, title and interest of Seller in and to any streets,
      alleys, passages and other rights-of-way included therein or adjacent thereto
      (collectively, the “Property”).

     

    SECTION
      2 PURCHASE
      PRICE.

     

    The
      purchase price to be paid by Purchaser to Seller for the Property is One Hundred
      Seventy Thousand and 00/100 Dollars ($170,000.00) (the "Purchase Price"). The
      Purchase Price will be paid by Purchaser at Closing subject to provisions as
      herein provided in immediate same day funds by a wire transfer to an account
      designated by Seller.

     

    2.1   Earnest
      Money Deposit.
      

     

    (a)   Within
      Five (5) business day after the Sellers acceptance of this Agreement, Purchaser
      will deposit with the Title Company (as described below) in its customary joint
      order escrow the amount of Five Thousand and 00/100 Dollars ($5,000.00) as
      earnest money and as a deposit towards payment of the Purchase Price. If this
      Agreement is not terminated during the Due Diligence Period as provided in
      Section 3.4, then upon the expiration of the Due Diligence Period (as defined
      below), such earnest money deposit, together with all interest earned thereon
      (jointly, the “Earnest Money Deposit”) shall become non-refundable.


     

    (b)   All
      escrow fees, if any, charged by the Title Company in respect of the Earnest
      Money Deposit shall be paid for by Purchaser.

     

    2.2   Funds
      at Closing.
      At
      Closing, Purchaser shall pay to Seller the balance of the Purchase Price,
      subject to prorations as herein provided, by a wire transfer in immediate same
      day funds to an account designated by Seller, and cause the Title Company to
      deliver the Earnest Money to Seller.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      3 TITLE
      MATTERS; DUE DILIGENCE.

     

    3.1   Title
      Commitment; Survey.
      Seller
      will order and deliver to Purchaser upon receipt a commitment issued by Chicago
      Title Insurance Company (the "Title Company") (ALTA 1992) to insure title to
      the
      Real Estate in the name of Purchaser (the "Title Commitment"), and Seller will
      deliver an Alta form survey no more than six months old to purchaser certified
      to purchaser tile company and purchasers lender its existing survey
      (“Survey”).

     

    3.2   Permitted
      Exceptions.
      Seller
      shall transfer and convey its right, title and interest in the Property to
      Purchaser subject to the Permitted Exceptions. The term "Permitted Exceptions"
      shall mean the items set forth on Exhibit
      B
      attached
      hereto. Purchaser shall have the right to terminate this Agreement, if it is
      not
      satisfied with the Title Commitment or Survey, by notice in writing served
      upon
      Seller during the Due Diligence Period. If Purchaser fails to so serve said
      notice of it upon Seller within such time, Purchaser shall be deemed to have
      waived said right. Upon any termination of this Agreement pursuant to this
      Section 3.2, the Earnest Money Deposit and interest earned thereon shall be
      returned to Purchaser, and except as set forth in Section 3.4, neither party
      shall have any further obligation hereunder.

     

    3.3   Delivery
      of Title Policy at Closing.
      As a
      condition to Purchaser's obligation to close, the Title Company shall deliver
      to
      Purchaser at Closing an Alta form Owner's Policy of Title Insurance including
      zoning endorsement ("Title Policy"), issued by the Title Company dated
      concurrent with Closing, in the amount of the Purchase Price, insuring Purchaser
      as owner of fee simple title to the Real Estate, subject only to the Permitted
      Exceptions. Seller shall execute at Closing a customary Seller's mechanics
      and
      materialman's lien affidavit and a standard parties in possession affidavit,
      in
      such forms as the Title Company shall reasonably and customarily require for
      the
      issuance of an extended coverage endorsement over those items (except to the
      extent not caused by, through or under Seller) on the Title Policy. The Title
      Policy may be delivered after the Closing if at the Closing the Title Company
      issues a currently effective, duly executed "marked-up" Title Commitment with
      the Title Policy in the substance of the "marked-up" Title Commitment to be
      issued promptly after Closing. The premium for the Title Policy shall be paid
      by
      Seller, and Seller shall pay the cost of the Survey required hereunder.
      Purchaser shall have the right to negotiate endorsements to the Title Commitment
      during the Due Diligence Period , but Seller shall have no responsibility to
      have such endorsements included in the Title Policy and the premium for such
      endorsements shall be at Purchaser's expense.

     

    3.4   Due
      Diligence Period.
      Purchaser Shall have 30 business days from sellers acceptance of agreement
      to
      conduct due diligence “Due diligence period” at any time during the due
      diligence period the Purchaser shall have sole and exclusive right to terminate
      this agreement for any reason for failure of Due Diligence and receive a full
      return of earnest money deposit and has made certain inspections, applications,
      reviews, studies, evaluations or surveys (collectively, the "Inspections")
      required to satisfy itself as to the acceptability and suitability of the
      Property for its purchase and Purchaser shall have no further rights of
      Inspection. Purchaser shall deliver to Seller upon any termination of this
      Agreement a copy of every report of findings which is issued as a result of
      such
      activities, and Purchaser shall cause the Property to be restored to its
      condition prior to any of Purchaser's or its agents' activities which alter
      the
      condition of the Property. Purchaser shall hold confidential all information
      it
      has generated or received with respect to the Property and shall not disclose
      same to any third party; and Purchaser shall cause its agents and employees
      to
      abide by such requirements. Seller shall deliver to purchaser within five (5)
      business days of acceptance of contract any environmental report in seller
      possession to the property and other notices and findings or request related
      to
      the property.

     

    
      
        
        

      

      
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    Purchaser
      agrees to keep the Property free and clear of liens and claims arising out
      of
      its Inspections, and to indemnify and save Seller and Seller’s members,
      managers, officers, agents and employees, harmless from and against any and
      all
      damages, costs, injuries and liabilities to the Property and/or any persons
      or
      property of any persons which may occur by reason of and which is caused by
      any
      such Inspections, including without limitation any environmental inspections,
      tests, surveys, studies or any other entry upon or use of the Property by
      Purchaser or its agents. 

     

    Seller
      has delivered to Purchaser and/or may be delivering to Purchaser certain reports
      and documents in its possession (“Reports”). Such Reports and any other reports
      or documents heretofore or hereafter provided to Purchaser are for informational
      purposes only and shall not constitute an assignment or conveyance by Seller
      to
      Purchaser of any rights or interests in, or right to rely upon such reports
      or
      their contents. Seller does not represent that such Reports are complete or
      accurate. Purchaser shall keep such Reports, and the information in them (and
      all other reports, documents and information concerning environmental and other
      matters that it or its consultants, attorneys or other agents (collectively,
      “Agents”) procure or receive in respect of the subject property) confidential
      (except for Purchaser delivering same to its Agents), unless otherwise
      authorized by Seller or required by law to divulge. If Purchaser or any of
      its
      Agents is required by law to divulge any such Reports or other reports,
      documents or information, then Seller shall be given not less than thirty (30)
      days notice in writing, which notice shall identify the parties by whom and
      to
      whom such divulgence is required and the date thereof and the documents, reports
      or information so required to be divulged. Purchaser shall impose such burden
      of
      confidentiality and notification upon its Agents and cause them to abide by
      same. 

     

    The
      obligations of Purchaser under this Section 3.4 shall survive any termination
      of
      this Agreement.

     

    SECTION
      4 CLOSING.

     

    4.1   Closing
      Date.
      The
      closing of the purchase and sale of the Property (the "Closing") shall take
      place on July 26, 2006 (“Closing Date”). The Closing shall occur at 2:00 p.m. at
      the office of the Title Company in the Chicago area office thereof designated
      by
      Seller.

     

    4.2   Purchaser's
      Obligations at Closing.
      In
      addition to delivery of the balance of the Purchase Price as described in
      Section 2.2., Purchaser shall execute and deliver the following to Seller at
      Closing:

     

    (a)   Such
      affidavits, instruments or agreements that may be required by the Title Company
      in its issuance of the policy of title insurance pursuant to the Title
      Commitment.

     

    (b)   Applicable
      Transfer Declarations.

     

    (c)   A
      statement which reflects the settlements and prorations provided for in Section
      5.

     

    
      
        
        

      

      
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    (d)   Such
      other documents as are required pursuant to the provisions hereof.

     

    4.3   Seller's
      Obligations at Closing.
      Seller
      shall execute and deliver the following to Purchaser at Closing:

     

    (a)   A
      Special
      Warranty Deed from Seller conveying the Real Estate to Purchaser, together
      with
      the Seller’s right, title and interest in and to the rest of the Property,
      subject to the Permitted Exceptions.

     

    (b)   A
      statement which reflects the settlements and prorations provided for in Section
      5.

     

    (c)   Such
      affidavits, instruments or agreements that may be required by the Title Company
      in its issuance of the Title Policy pursuant to the Title Commitment, including
      the mechanics and materialman's lien affidavit and parties in possession
      affidavit described in Section 3.3.

     

    (d)   Applicable
      Transfer Declarations.

     

    (e)   A
      Foreign
      Investment in Real Property Tax Act affidavit executed by Seller.

     

    SECTION
      5 SETTLEMENT
      AND PRORATIONS.

     

    The
      following items shall be prorated or settled between Purchaser and Seller at
      Closing:

     

    5.1   Taxes
      and Assessments.
      Real
      property taxes for the Real Estate for the fiscal year in which Closing occurs,
      and for taxes as to any prior year not due and payable as of Closing, shall
      be
      apportioned between Seller and Purchaser as of the date of Closing. Such
      apportionment shall be computed on the basis of 110 % of the most recent issued
      bills. 

     

    5.2   Miscellaneous
      Closing Costs.
      Seller
      shall pay the customary premium associated with providing Purchaser with the
      Title Policy described in subsection 3.3. All real estate recording fees payable
      in connection with the purchase and sale of the Property shall be paid by
      Purchaser. Seller shall pay for State and County transfer stamps. Purchaser
      shall pay for any municipal transfer stamps. Any fee for closing services which
      is charged by the Title Company shall be shared equally by Seller and Purchaser.
      Any other customarily proratable items shall be apportioned as of the Closing
      Date. Except as otherwise expressly provided in this Agreement, Purchaser and
      Seller shall pay their own fees and expenses incurred in the preparation,
      execution and performance of their respective obligations under this
      Agreement.

     

    
      
         

      

      
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      SECTION
        6 CONDITION
        OF PROPERTY; REPRESENTATIONS AND WARRANTIES

    

     

    6.1   DISCLAIMER
      AND RELEASE.
      SELLER
      IS SELLING THE PROPERTY WITHOUT REPRESENTATION OR WARRANTY, SHALL HAVE NO
      OBLIGATION TO MAKE ANY REPAIRS, PAY FOR ANY ENVIRONMENTAL INSPECTIONS OR OTHER
      REPORTS, OR DO OR PERFORM ANY OTHER WORK ON THE PROPERTY. WITHOUT LIMITING
      THE
      GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
      OF
      SELLER EXPRESSLY SET FORTH IN SECTION 6.2 OF THIS AGREEMENT (THE “EXPRESS
      WARRANTIES”), PURCHASER IS RELYING SOLELY ON ITS OWN INSPECTION AND EXAMINATION
      IN PURCHASING THE PROPERTY; AND IS PURCHASING THE PROPERTY ON AN "AS-IS,
      WHERE-IS" BASIS WITH ALL FAULTS AND DEFECTS NOW KNOWN OR HEREAFTER DISCOVERED
      BY
      PURCHASER. EXCEPT FOR THE EXPRESS WARRANTIES, NONE OF SELLER, SELLER'S
      SHAREHOLDERS, OFFICERS, DIRECTORS, MANAGER(S), NOR ANY OF ITS AGENTS OR
      EMPLOYEES MAKE ANY REPRESENTATION OR WARRANTY TO PURCHASER, EXPRESS OR IMPLIED,
      AS TO (A) THE SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE, OR
      ANY
      PARTICULAR PURPOSE OR THE MERCHANTABILITY OR FITNESS THEREOF, (B) THE
      ENVIRONMENTAL CONDITION OF THE PROPERTY
      (C) THE
      SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER
      MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF
      THE
      PROPERTY; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS CURRENT OR INTENDED
      OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE
      GOVERNMENTAL AUTHORITY OR BODY (INCLUDING WITHOUT LIMITATION, THE FEDERAL
      COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT (42 U.S.C
      SECTION 9601 ET SEQ.) AND OTHER ENVIRONMENTAL LAWS, RULES OR REGULATIONS) AND
      ANY CLAIMS MADE OR OBLIGATIONS OR LIABILITIES IMPOSED PURSUANT THERETO, AND
      ANY
      ZONING ORDINANCES; (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS,
      IF ANY, INCORPORATED INTO THE PROPERTY; (F) THE PRESENCE OR ABSENCE OF HAZARDOUS
      MATERIALS AT, ON, UNDER, OR ADJACENT TO THE REAL ESTATE OR ANY OTHER
      ENVIRONMENTAL MATTER OR CONDITION OF THE PROPERTY; OR (G) ANY OTHER MATTER
      WITH
      RESPECT TO THE CONDITION OF THE PROPERTY; AND,
      EXCEPT FOR THE EXPRESS WARRANTIES, ALL SUCH REPRESENTATIONS
      AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER, AND PURCHASER HEREBY
      RELEASES SELLER, SELLER'S SHAREHOLDERS, DIRECTORS, OFFICERS, MANAGER(S), AGENTS
      AND EMPLOYEES (COLLECTIVELY THE "SELLER PROTECTED PARTIES") FROM ANY AND ALL
      RESPONSIBILITY AND LIABILITY IN RESPECT THEREOF. WITHOUT
      LIMITATION OF THE PROVISIONS ABOVE, PURCHASER HEREBY RELEASES SELLER AND THE
      OTHER SELLER PROTECTED PARTIES FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, OR
      LIABILITIES ARISING OUT OF OR RELATING DIRECTLY OR INDIRECTLY TO ANY
      ENVIRONMENTAL HAZARD AT, IN, ON OR UNDER THE PROPERTY. ANY REPRESENTATIONS,
      WARRANTIES OR STATEMENTS MADE BY ANY MEMBER, EMPLOYEE, AGENT OR REPRESENTATIVE
      OF SELLER, INCLUDING WITHOUT LIMITATION THE BROKER DEFINED BELOW, MAY NOT BE
      RELIED UPON BY PURCHASER AND DO NOT CONSTITUTE A PART OF THIS AGREEMENT. FOR
      PURPOSES OF THIS PARAGRAPH, THE TERM "ENVIRONMENTAL HAZARD" SHALL MEAN ANY
      HAZARDOUS MATERIAL, OR THE STORAGE, HANDLING, PRODUCTION, DISPOSAL, TREATMENT
      OR
      RELEASE THEREOF; AND THE TERM "HAZARDOUS MATERIAL" SHALL MEAN (A) ANY HAZARDOUS
      WASTE, ANY EXTREMELY HAZARDOUS WASTE, OR ANY RESTRICTED HAZARDOUS WASTE, OR
      WORDS OF SIMILAR IMPORT, AS DEFINED IN THE RESOURCE CONSERVATION AND RECOVERY
      ACT (42 U.S. C. SECTION 6901 ET SEQ.); (B) ANY HAZARDOUS SUBSTANCES AS DEFINED
      IN THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT
      (42
      U.S. C. SECTION 9601 ET SEQ.); (C) ANY TOXIC SUBSTANCES AS DEFINED IN THE TOXIC
      SUBSTANCES CONTROL ACT (15 U.S. C. SECTION 2601 ET SEQ.); (D) ANY POLLUTANT
      AS
      DEFINED IN THE CLEAN WATER ACT (33 U.S. C. SECTION 1251 ET SEQ.); (E) GASOLINE,
      PETROLEUM OR OTHER HYDROCARBON PRODUCTS OR BY-PRODUCTS; (F) ASBESTOS; OR (G)
      ANY
      OTHER MATERIALS, SUBSTANCES, OR WASTES SUBJECT TO ENVIRONMENTAL REGULATION
      UNDER
      ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW, REGULATION, OR ORDINANCE NOW OR
      HEREAFTER IN EFFECT. ANY
      REPRESENTATIONS, WARRANTIES OR STATEMENTS MADE BY ANY AGENT OR REPRESENTATIVE
      OF
      SELLER, INCLUDING WITHOUT LIMITATION THE BROKERS (AS DEFINED BELOW), MAY NOT
      BE
      RELIED UPON BY PURCHASER AND DO NOT CONSTITUTE A PART OF THIS
      AGREEMENT.

     

    
      
        
        

      

      
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    6.2   Seller's
      Representations and Warranties.
      Seller
      represents and warrants to Purchaser that, except to the extent set forth on
      any
      Exhibit attached hereto or any materials or information delivered to or
      discovered by Purchaser or its agents during the Due Diligence
      Period:

     

    (a)   Organization
      and Authority. Seller is a corporation duly organized, existing and in good
      standing under the laws of Delaware. This Agreement has been duly and validly
      authorized by Seller, and no other action on the part of Seller is required
      in
      connection with this Agreement. When completed, this Agreement shall constitute
      a valid and binding obligation of Seller that is enforceable against Seller
      in
      accordance with the terms of this Agreement. 

     

    (b)   Since
      Seller has owned the Property, Seller has not received any written notice from
      any municipal, county, state or other governmental agency or body stating that
      the Property, or any part thereof, is or will become the subject of condemnation
      proceedings.

     

    (c)   Option.
      No person, firm or corporation or other entity has any right or option to
      acquire the Property, or any part thereof.

     

    (d)   Foreign.
      Seller is not a foreign corporation, foreign partnership, foreign trust or
      foreign estate (as defined in the Internal Revenue Code ("Code")), and is not
      subject to the provisions of Sections 897(a) or 1445 of the Code related to
      the
      withholding of sales proceeds to foreign persons.

     

    6.3   Purchaser's
      Representations and Warranties.
      Purchaser represents and warrants to Seller that:

     

    (a)   Authority.
      Purchaser has all requisite power and authority to enter into and perform its
      obligations under this Agreement. When completed, this Agreement shall
      constitute a valid and binding obligation of Purchaser that is enforceable
      against Purchaser in accordance with the terms of this Agreement.

     

    (b)   Patriot
      Act. Purchaser (a) is not listed on the Specially Designated Nationals and
      Blocked Persons List maintained by the Office of Foreign Asset Control,
      Department of the Treasury (“OFAC”) pursuant to Executive Order No. 13224, 66
      Fed. Reg. 49079 (September 25, 2001) (the “Order”); (b) is not listed on any
      other list of terrorists or terrorist organizations maintained pursuant tot
      he
      Order, the rules and regulations of OFAC or any other applicable requirements
      contained in any enabling legislation or other Executive Orders in respect
      of
      the Order (the Order and such other rules, regulations, legislation or orders
      are collectively called the “Orders”); (c) is not engaged in activities
      prohibited in the Orders, and (d) has not been convicted, pleaded nolo
      contendere, indicted, arraigned or custodially detained on charges involving
      money laundering or predicate crimes to money laundering.

     

    
      
        
        

      

      
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    SECTION
      7 LOSS
      OR
      CASUALTY. 

     

    In
      the
      event of substantial damage to, or the destruction of, all or any part of the
      Property prior to the Closing Date, Purchaser may terminate this Agreement
      and
      receive a return of its Earnest Money Deposit, or, at its option, Purchaser
      may
      elect to closing the purchase and sale pursuant to this Agreement without
      deduction from the Purchase Price, in which event Seller shall use good faith
      efforts to provide to Purchaser any insurance proceeds received or to be
      received by Seller for damage to the Property on account of such fire or other
      casualty. Seller makes no representation that it does or will carry any such
      insurance, or if it does, the terms thereof.

     

    SECTION
      8 CONDEMNATION.

     

    If,
      between the Effective Date of this Agreement and Closing, all or any portion
      of
      the Property is taken in condemnation or a written notice ("Condemnation
      Notice") from a governmental authority is received by Seller indicating its
      intention to take all or a portion of the Property, in condemnation, Purchaser
      shall have the option to terminate this Agreement. If Purchaser exercises its
      option to terminate in accordance with this Section 8, Seller shall return
      the
      Earnest Money Deposit to Purchaser, and neither party shall have any further
      obligation hereunder except as set forth in Section 3.4. If Purchaser does
      not
      so exercise its option to terminate as provided in this Section 8, this
      Agreement shall continue in full force and effect and title shall be subject
      thereto. In such event, the Purchase Price shall be paid by Purchaser at Closing
      without reduction, but Seller shall remit to Purchaser all awards received
      by
      Seller as a result of the condemnation. Seller shall notify Purchaser
      immediately upon receipt by Seller of any Condemnation Notice.

     

    SECTION
      9 DEFAULT
      AND REMEDIES.

     

    In
      the
      event of default by either party under' this Agreement, Purchaser and Seller
      agree as follows:

     

    9.1   Purchaser's
      Default.
      If this
      transaction fails to close due to the default of Purchaser, then Seller's sole
      and exclusive remedy in such event shall be to terminate this Agreement and
      to
      retain the Earnest Money Deposit, as liquidated damages, Seller waiving all
      other rights or remedies in the event of such default by Purchaser, except
      as
      set forth in Section 3.4. The parties acknowledge that Seller's actual damages
      in the event of a default by Purchaser under this Agreement will be difficult
      to
      ascertain, and that such liquidated damages represent the parties' best estimate
      of such damages. For purposes of this Section 9.1, default shall include
      Purchaser's failure to pay the Purchase Price in full when due, or any other
      breach of a representation, warranty or covenant in any material respect.
      Promptly upon becoming aware of any default by Purchaser, Seller shall so notify
      Purchaser.

     

    
      
        
        

      

      
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    9.2   Seller's
      Default.
      If this
      transaction fails to close as a result of Seller's default, Purchaser may,
      as
      its sole remedy, either (a) waive such default and purchase the
      Property subject
      to such default, (b) enforce its right of specific performance, or (c) terminate
      this Agreement and receive a refund of the Earnest Money Deposit, subject to
      Section 3.4, thereby waiving all rights or remedies in the event of such default
      by Seller. Promptly upon becoming aware of any default by Seller, Purchaser
      shall so notify Seller.

     

    SECTION
      10 BROKERS.
      

     

    Seller
      represents and warrants to Purchaser that no broker or finder has been engaged
      by Seller in connection with the transaction contemplated by this Agreement,
      except CB Richard Ellis (“Seller’s Broker”). Purchaser represents and warrants
      to Seller that no broker or finder has been engaged by Purchaser in connection
      with the transaction contemplated by this Agreement, except __Kip
      Hennelly_______________ (none if left blank) (“Purchaser’s Broker”). Seller
      shall pay Seller’s Broker 6% of the of the Purchase Price, to be split equally
      between Seller’s Broker and, if any, Purchaser’s Broker. (If there is no
      Purchaser’s broker, all will go to Seller’s Broker.) Each party agrees to hold
      the other party harmless from and against any and all costs, expenses, claims,
      losses or damages, including reasonable attorneys' fees, resulting from any
      breach of the representations and warranties contained in this
      Section.

     

    SECTION
      11 ASSIGNMENT.
      

     

    Seller
      shall not have the right to assign all or any part of its interest or right
      under this Agreement without the prior written consent of the other which
      consent the other may grant or withhold in its sole discretion. Any attempted
      assignment without such prior written consent, including assignments that would
      otherwise occur by operation of law, shall be without force or effect as against
      the other party. Any assignment in violation of this Section shall be
      void.

     

    SECTION
      12 MISCELLANEOUS.

     

    12.1   Notices.
      All
      notices required or permitted under this Agreement shall be given by registered
      or certified mail, postage prepaid, by reliable overnight courier, by hand
      delivery, or by facsimile, directed as follows:

     

    If
      intended for Seller, to:

     

    M-Wave,
      Inc.

    475
      Industrial Drive

    West
      Chicago, IL 60185

    Attn:
       Jim
      Mayer

    Facsimile:
      630-562-2431

     

    with
      a
      copy in each case to:

     

    (Seller
      Attorney)

     

    If
      intended for Purchaser, to:

     

    Jorge
      Martinez MD. And Adriana Martinez

    19
      W. 110
      Avenue La Tours

    Oakbrook,
      Illinois 60523

    Facsimile:
      630 971 0362

     

    
      
        
        

      

      
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    Any
      notice delivered by mail in accordance with this paragraph shall be deemed
      to
      have been duly given three (3) days after the same is deposited in any post
      office or postal box regularly maintained by the United States. Any notice
      which
      is sent by overnight courier shall be effective the next day after delivery
      to
      the courier. Any notice which is hand delivered shall be effective upon receipt
      by the party to whom it is addressed. Any notice which is sent by facsimile
      shall be deemed to have been served on this date shown on the facsimile delivery
      notice. Either party, by notice given as above, may change the address to which
      future notices should be sent.

     

    12.2   Successors
      and Assigns.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective heirs, executors, personal representatives,
      successors and permitted assigns. 

     

    12.3   Entire
      Agreement.
      This
      Agreement, together with the exhibits attached hereto, constitutes the entire
      agreement between Seller and Purchaser, and may not be modified in any manner
      except by an instrument in writing signed by both parties.

     

    12.4   Headings.
      The
      section and subsection headings contained in this Agreement are inserted only
      for convenient reference and do not define, limit or proscribe the scope of
      this
      Agreement or any exhibit attached hereto.

     

    12.5   Counterparts.
      This
      Agreement may be executed in any number of counterparts which together shall
      constitute one and the same instrument.

     

    12.6   Unenforceable
      Provisions.
      If any
      provision of this Agreement, or the application thereof to any person or
      situation shall be held invalid or unenforceable, the remainder of this
      Agreement, and the application of such provision to persons or situations other
      than those to which it shall have been held invalid or unenforceable, shall
      continue to be valid and enforceable to the fullest extent permitted by
      law.

     

    12.7   Time
      of the Essence.
      Time is
      strictly of the essence with respect to each and every term, condition,
      obligation and provision of this Agreement, and the failure to timely perform
      any of the terms, conditions, obligations or provisions hereunder by either
      party shall constitute a breach of and a default under this Agreement by the
      party so failing to perform. In calculating any period of time provided for
      in
      this Agreement, the number of days allowed shall refer to calendar and not
      business days. If any day scheduled for performance of any obligation hereunder
      shall occur on a weekend or legal holiday, the time period allowed and day
      for
      performance shall be continued to the next business day.

     

    12.8   Attorneys'
      Fees and Costs.
      In the
      event of litigation between Seller and Purchaser arising out of the enforcement
      of or a default under this Agreement, the prevailing party shall be entitled
      to
      judgment for court costs and reasonable attorneys' fees in an amount to be
      determined by the court.

     

    12.9   Governing
      Law; Construction of Agreement.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Illinois. Seller and Purchaser and their respective counsel have
      reviewed, revised and approved this Agreement. Accordingly, the normal rule
      of
      construction that any ambiguities are to be resolved against the drafting party
      shall not be employed in the interpretation of this Agreement or any amendments
      or exhibits hereto.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    12.10   Knowledge.
      There
      shall be no liability on the part of Seller, whether prior to or after Closing,
      for breaches of any of its representations, warranties or covenants (i) if
      Purchaser had actual knowledge thereof prior to the Effective Date, or (ii)
      if
      Purchaser first had actual knowledge thereof after the Effective Date and prior
      to expiration of the Due Diligence Period and failed to terminate this Agreement
      during such period, or (iii) if Purchaser first had actual knowledge thereof
      after the Due Diligence Period and prior to Closing and failed to terminate
      this
      Agreement during such period.

     

    12.11   Prior
      to Closing.
      From
      the Effective Date through the Closing Date Seller shall not:

     

    (a)   enter
      into any leases affecting the Property;

     

    (b)   enter
      into any other contracts, including, without limitation, service contracts,
      affecting the Property, without Purchaser’s prior written consent, unless the
      contract can be terminated by Purchaser at Closing without penalty.

     

    SIGNATURE
      PAGE TO FOLLOW


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    This
      Agreement has been executed as of the date first appearing above.

     

    
      	
              SELLER:

               

              M-WAVE,
                INC.,

              a
                Delaware corporation

            	 	
              PURCHASER:

            
	 	 	 
	 	 	 
	
              By:

            	 	 	 
	
              Its:

            	 	 	
              Jorge
                Martinez MD. and Adriana Martinez

            


    

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    EXHIBITS

    TO

    AGREEMENT
      FOR THE PURCHASE

    AND
      SALE
      OF REAL ESTATE

    


    Exhibit
      A   Legal
      Description of Property

    Exhibit
      B   Permitted
      Exceptions

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Legal
      Description

    


    Lots
      4,
      5, 6, 7, 8 and 9, and the Northwesterly one-half of the vacated alley lying
      Southeasterly and adjoining Lots 4, 5 and 6, and the Southeasterly one-half
      of
      the vacated alley lying Northwesterly and adjoining Lots 7, 8 and 9, and all
      of
      the vacated alley lying between Lots 7 and 8, all in Block 4, in William L.
      Korthauer’s Addition to Bensenville, in the Southwest quarter of Section 13,
      Township 40 North, Range 11, East of the Third Principal Meridian, according
      to
      the Plat thereof recorded January 3, 1893 as document 50837, in DuPage County,
      Illinois.

    


    
      	
              Tax
                Parcel ID Nos.

            	
              03-13-327-011

            
	 	
              03-13-327-012

            
	 	
              03-13-327-013

            
	 	
              03-13-327-014

            
	 	
              03-13-327-015

            
	 	
              03-13-327-016

            
	 	 
	
              Property
                Address:

            	
              544
                Pine Street, Bensenville, Illinois

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

    


    PERMITTED
      EXCEPTIONS


     

    
      	
              1.

            	
              The
                exclusions, general exceptions (except for the items removed pursuant
                to
                delivery of Seller’s mechanics and matieralmen’s lien affidavit and
                parties in possession affidavit as provided in Section 3.3), and
                special
                exceptions shown on the Title Commitment (except for any mortgage
                lien of
                Seller’s lender, which shall be paid off at
                Closing).

            


    

    


    
      	
              2.

            	
              Real
                estate taxes and assessments not yet due and payable as of Closing,
                and
                subsequent years.

            


    

    


    
      	
              3.

            	
              Matters
                shown on the Survey or which an accurate survey would otherwise
                show.

            


    

    


    
      	
              4.

            	
              Building,
                zoning, health and other laws and
                ordinances.

            


    

    


    
      	
              5.

            	
              Environmental
                matters.

            


    

    


    
      	
              6.

            	
              Matters
                caused by, through or under Purchaser, or otherwise known by
                Purchaser.