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                                                                   EXHIBIT 10.15

                              CONSULTING AGREEMENT

         This Consulting Agreement is effective as of the September 1, 2003, by
and between M-Wave, Inc., a Delaware corporation, ("M-Wave"), and Credit Support
International, LLC, a Texas limited liability company ("Consultant").

                              W I T N E S S E T H:

         WHEREAS, M-Wave has requested that Consultant provide assistance and
consultation in certain strategic areas of its business, including, but not
limited to, assistance in the development and implementation of a strategic
business restructuring plan, augmentation of management skills, consultation
with the Board of Directors of M-Wave on various matters, and the negotiation of
additional debt and equity investments in M-Wave; and,

         WHEREAS, Consultant is willing to provide such services to M-Wave upon
the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the adequacy, sufficiency and receipt of which are hereby
acknowledged, M-Wave and Consultant hereby agree as follows:

         1.       Term. The term of this Agreement shall be for a period of one
(1) year commencing on September 1, 2003 ("Term").

         2.       Termination.

                  a.       Either party may terminate this Agreement, without
         cause, upon delivery to the other party of at least sixty (60) days
         written notice thereof ("Notice Period"), and, thereafter, this
         Agreement shall be deemed terminated upon the expiration of said Notice
         Period. In the event that this Agreement is terminated by M-Wave
         without cause, M-Wave shall, within ten (10) days of the effective date
         of such termination, pay to Consultant a termination fee equal to the
         sum of Ninety-Six Thousand Dollars ($96,000.00) reduced, but not below
         zero, by the amount of all Base Fees (as such term is defined in
         Section 5(a) below) paid by M-Wave to Consultant under this Agreement.

                  b.       Either party may terminate this Agreement for "Cause"
         as defined below, upon delivery to the other party of written notice
         thereof, which notice shall state the basis under which Cause exists.
         In event of a termination of this Agreement for Cause, M-Wave shall pay
         to Consultant all fees and reimbursements though the termination of
         this Agreement.

                  c.       For the purpose of this Section 2, "Cause" shall mean
         the occurrence of any of the following: (i) conviction of Consultant or
         of Gerald M. Mayer (the provider of Consultant's services hereunder as
         contemplated by Section 4 below) of any felony or other crime involving
         dishonesty, fraud or moral turpitude; (ii) the Consultant's habitual
         neglect of its duties hereunder, after written notice thereof is
         delivered to Consultant, and the

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         provision of a reasonable opportunity to cure same; or (iii) a material
         breach of this Agreement by either party hereto. Cause shall not mean
         with respect to the acts or omissions of Consultant any of the
         following:

                           (1)      bad judgment or negligence other than
                  habitual neglect of duty; or

                           (2)      any act or omission believed by Consultant
                  in good faith to have been in or not opposed to the interest
                  of M-Wave, any parent or subsidiary of M-Wave or any successor
                  to M-Wave (without intent of Consultant to gain therefrom,
                  directly or indirectly, a profit to which it was not legally
                  entitled); or

                           (3)      any act or omission in respect of which a
                  determination could properly have been made by the Board of
                  Directors of M-Wave or any parent or subsidiary of M-Wave,
                  that the Consultant met the applicable standard of conduct for
                  indemnification or reimbursement as applicable to officers and
                  directors under the bylaws or the laws and regulations under
                  which such company is governed, in each case in effect at the
                  time of such act or omission.

         3.       Services. During the Term, Consultant hereby agrees to provide
M-Wave with the following services ("Consulting Services"):

                  a.       Assist in the development and execution of a
         turnaround business strategy for M-Wave, approved by its Board of
         Directors.

                  b.       Evaluate M-Wave's present operating, financial,
         strategic planning, and going concern issues in order to recommend a
         staged and prioritized turnaround/restructuring plan or, if appropriate
         in the view of Consultant, an orderly liquidation to M-Wave's Board of
         Directors and management for consideration, including, but not limited
         to, divestiture, sale, merger, strategic alliance, or other device.

                  c.       Provide oversight in the development and
         implementation of the M-Wave business plan being prepared by M-Wave's
         management team. This shall include evaluation of potential
         diversification, both internal and external to M-Wave, and the
         evaluation of potential mergers, joint ventures or other business
         alliances.

                  d.       Utilization of personal and business contacts to
         further M-Wave's business objectives, both in terms of its business
         opportunities (including new sales), as well as financing activities,
         in accordance with its present and changing business models.

                  e.       Provide counsel to the Board of Directors regarding
         committees, internal and external reporting procedures, evaluation,
         guidance and oversight of the management team.

                  f.       Evaluate outside service provider firms recommended
         to Board of Directors or Audit Committee, including public accounting
         firms, law firms, public relations firms, investment bankers and
         investment research firms.

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                  g.       Provide assistance and recommend structural changes
         to the Board of Directors, including, but not limited to, member
         deletions and additions.

                  h.       Serve in an ombudsman capacity to receive
         confidential information from any party, inside or outside M-Wave,
         wherein conflicts of interest, threats, or improper conduct may
         adversely impact M-Wave.

                  i.       Consult on compliance with NASDAQ and Securities and
         Exchange Commission rules and regulations and compliance with the
         Sarbanes-Oxley Act of 2003 and the rules thereunder.

                  j.       Assist M-Wave in obtaining debt financing and/or
         equity investments.

                  k.       Negotiate with delinquent trade vendors and develop
         alternative repayment plans.

                  l.       Analyze and assist in development of a "zero-based"
         budget, and assist in achieving a zero or minimal cash burn.

         4.       Performance of Services. Except as may otherwise be approved
by M-Wave in writing, Consultant shall cause all consulting services set forth
hereunder to be performed by Gerald M. Mayer ("Mayer"). Consultant's services
shall be performed at M-Wave's offices located in West Chicago, Illinois, New
York, New York, East Stroudsburg, Pennsylvania, or at such other location(s) as
the Board of Directors of M-Wave shall reasonably designate upon proper notice.
It is anticipated that Consultant's services shall require that Consultant
devote at least forty (40) hours per week to its obligations hereunder.
Notwithstanding the foregoing, M-Wave acknowledges and agrees that Mayer may
perform duties on behalf of Consultant which do not relate to M-Wave, provided
same do not materially interfere with the services to be provided by Consultant
pursuant hereto. Consultant shall report directly to the Board of Directors of
M-Wave.

         5.       Compensation, Bonuses, and Stock Options. In consideration of
the Consulting Services rendered by Consultant to M-Wave pursuant to this
Agreement, M-Wave shall pay to Consultant compensation as follows:

                  a.       Base Fees. M-Wave shall pay to Consultant a monthly
         fee ("Base Fee") of Twelve Thousand Dollars ($12,000.00). The Base Fee
         shall be payable in advance and in twice monthly installments of Six
         Thousand Dollars ($6,000.00) each, such payments being paid on the 1st
         and 15th day of each calendar month during the Term. The Base Fee may
         be periodically adjusted upward based on Consultant's performance upon
         the approval of the Compensation Committee of the Board of Directors of
         M-Wave.

                  b.       Bonus Fees. In addition to the Base Fee, M-Wave shall
         pay to Consultant, additional cash compensation ("Bonus Fee") equal to
         fifty percent (50%) of the Base Fee each month during the Term after
         all of the following events have occurred (inclusive of the

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         month the last of the following occurs): (i) M-Wave generates positive
         earnings before interest, taxes, depreciation and amortization
         ("EBITDA") in accordance with generally accepted accounting principles
         consistently applied (without regard to receipt of tax refunds or
         proceeds of sale of property outside the ordinary course of business)
         for two (2) consecutive months (but in any case not earlier than the
         third month after the effective date of this Agreement); (ii) M-Wave
         makes payment of all its obligations to Bank One; (iii) M-Wave closes
         upon the sale of its former manufacturing plant and adjacent vacant
         land located in Bensenville, Illinois; (iv) M-Wave receives any tax
         refund due from the State of Illinois for the tax year ended in 2002;
         and (v) M-Wave secures a line of credit in the minimum amount of One
         Million Five Hundred Thousand Dollars ($1,500,000), which line of
         credit may be secured by some or all of the assets of M-Wave. .

                  c.       Success Fee. M-Wave shall also pay to Consultant a
         fee ("Success Fee") for any completed transactions described below
         (each a "Qualifying Transaction") in which Consultant either (i)
         procures or introduces the transaction participant to M-Wave or (ii)
         participates in the negotiating of such transaction. The Success Fee
         shall be based on the entire transaction value (including all debt,
         cash and/or equity) of a Qualifying Transaction, as set forth below:

                           (1)      Two percent (2%) of the maximum principal
                  loan amount available under any loan, debt, line of credit, or
                  other credit facility (either term or revolving) in which the
                  lender thereof is granted a senior secured position in some or
                  all of M-Wave's assets and/or equipment.

                           (2)      Three percent (3%) of the maximum principal
                  loan amount available under any loan, debt, line of credit or
                  other credit facility (either term or revolving) in which the
                  lender thereof is granted a subordinated security interest in
                  some or all of the assets and/or equipment of M-Wave,
                  including, but not limited to, subordinated debt, mezzanine
                  debt or "Tranche B" debt.

                           (3)      Four percent (4%) of the total gross
                  consideration received by M-Wave in any private placement of
                  shares of M-Wave's stock (either common or preferred), without
                  reduction for any deal fees and expenses.

                           (4)      Except for the Strategic Operating Alliance
                  with American Standard Circuits, three percent (3%) of the
                  gross sales price, economic value or total consideration,
                  without reduction for any deal fees or expenses, with respect
                  to any of the following: (i) any sale of all or a material
                  portion of M-Wave's assets outside the ordinary course of
                  business; (ii) any going private transaction; (iii) the merger
                  of M-Wave with any other entity; or (iv) the acquisition by
                  M-Wave of any other entity.

         M-Wave and Consultant shall agree upon the amount of the Success Fee,
         or the methodology for quantifying the Success Fee, with respect to
         each potential Qualifying Transaction prior to the initiation of
         discussions with a potential transaction participant or as soon as
         practicable thereafter. The Success Fee shall be paid by M-Wave to
         Consultant at the closing of the Qualifying Transaction. Upon receipt
         of a written request therefor, M-

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         wave shall direct a transaction participant to hold in escrow a sum
         equal to the Success Fee and to pay such escrowed sum directly to
         Consultant. The Success Fee shall be paid to Consultant for any
         Qualifying Transaction that is consummated subsequent to the expiration
         or earlier termination of this Agreement.

                  d.       Stock Options. Promptly upon execution of this
         Consulting Agreement, M-Wave shall grant to Mayer stock options for the
         purchase of One Hundred Forty Four Thousand (144,000) shares of M-Wave
         common stock ("Stock Options") in the form as shall be agreed to by
         M-Wave and Consultant. Such grant of Stock Options shall provide for
         the following terms:

                           (1)      The Stock Options shall vest at a rate equal
                  to Twelve Thousand (12,000) Options per complete calendar
                  month that this Agreement is in effect; provided, however,
                  that no Stock Options shall vest with respect to any month in
                  which a Bonus Fee is paid, and the Stock Options which do not
                  vest as a result of this Paragraph shall be terminated and
                  null and void (the "Terminated Options").

                           (2)      The exercise price ("Stock Option Exercise
                  Price") of each Stock Option shall be the average closing
                  price of M-Wave's common stock as reported on the NASDAQ Small
                  Cap Market for the twenty (20) trading days immediately prior
                  to the date of the grant of such Stock Options.

                           (3)      Vested Stock Options may be exercised, in
                  one lump sum or from time-to-time, at any time on or prior to
                  the fifth (5th) anniversary of the grant thereof.

                           (4)      In the event that during the Term, M-Wave is
                  no longer subject to the periodic reporting provisions of the
                  Securities Exchange Act of 1934, as a result of a "going
                  private" transaction or other transaction approved by the
                  Board of Directors and its shareholders (if necessary under
                  applicable law), then within thirty (30) days of the
                  occurrence of such event, M-Wave shall issue to Mayer, in
                  exchange for his Stock Options (whether or not vested), the
                  number of shares of M-Wave common stock determined by
                  multiplying:

                           (i) the total number of shares of M-Wave common stock
                           either outstanding or reserved for issuance upon the
                           exercise or conversion of options or rights to
                           acquire such shares at an exercise price or
                           conversion price which is less than the "The Stock
                           Option Exercise Price" times

                           (ii) two and one-half (2.5%) percent times

                           (iii) a fraction, the denominator of which is
                           one-hundred-forty-four thousand (144,000), and the
                           numerator of which is one-hundred-forty-four thousand
                           (144,0000) less the number of Terminated Options.

                  Mayer shall be granted such shares in exchange for the
                  outstanding Stock Options and without payment of any
                  additional consideration. M-Wave shall promptly issue

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                  to Mayer a stock certificate representing such shares bearing
                  an appropriate restrictive legend that such shares have not
                  been registered for sale under the Securities Act of 1933. The
                  shares so issued shall be deemed fully paid and
                  non-assessable.

                  6.       Fees, Allowances and Expense Reimbursement. M-Wave
shall pay Consultant the following fees, allowances and expense reimbursements:

                  a.       An annual health care coverage allowance in the
         amount of Three Thousand Six Hundred Dollars ($3,600.00), payable in
         twelve (12) equal monthly payments, with the first such monthly payment
         being due and payable upon execution hereof and the remaining eleven
         (11) monthly payments being due and payable on the first day of each
         calendar month thereafter.

                  b.       A monthly travel and housing allowance in the amount
         of Two Thousand Eight Hundred Dollars ($2,800.00), payable in advance
         on the first day of each calendar month during the Term, with the first
         such monthly payment being due and payable upon the execution hereof.

                  c.       Reimbursement of the all out of pocket expenses
         incurred by Consultant for any professional liability insurance,
         directors and officers insurance, or bonding costs reasonably
         determined by Consultant to be required in the performance of
         Consultant's duties hereunder in accordance with past practices. M-Wave
         shall promptly reimburse Consultant for such expenses upon receipt of
         invoice therefor.

                  d.       Reimbursement of legal fees incurred by Consultant in
         negotiating this Agreement and the performance of Consultant's duties
         pursuant hereto in the amount not to exceed Two Thousand Five Hundred
         Dollars ($2,500.00) during the Term. M-Wave shall promptly reimburse
         Consultant for such fees upon receipt of an invoice therefor.

                  e.       Reimbursement of any other fees and expenses as shall
         be incurred by Consultant in the performance of its duties hereunder,
         which expenses have been approved by M-Wave. M-Wave shall promptly
         reimburse Consultant for such fees upon receipt of invoice therefor.

         7.       Put Option. M-Wave hereby grants to Mayer the following put
option ("Put Option"):

                  a.       In the event the Stock Options are exchanged for
         shares of M-Wave's common stock ("Conversion Shares") pursuant to
         Subparagraph 5(d)(4) above, Mayer shall have an option (on one
         occasion) to require M-Wave to acquire up to all the Conversion Shares
         on the terms set forth below. The Put Option granted in this Section
         7(a) may be exercised by Mayer at any time on or before the fifth
         anniversary of the date of issuance to him of the Stock Options, by
         delivery of a written notice thereof to M-Wave. If Mayer so exercises
         such option, M-Wave shall be obligated to purchase each such Conversion
         Share at a per share price equal to the quotient derived by (i) the
         product of the M-Wave's

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         earnings before interest, taxes, depreciation and amortization
         (determined in accordance with generally accepted accounting principles
         consistently applied) for the twelve (12) month period ending on the
         last day of the last complete calendar quarter immediately preceding
         the date on which such option is exercised, multiplied by four (4), and
         divided by (ii) the number of shares of the common stock of M-Wave
         issued and outstanding on the date of exercise of the Put Option.
         ("Conversion Option Price"). The Conversion Option Price shall be paid
         to Mayer in accordance with Paragraph 7(b) below.

                  b.       M-Wave shall pay to Mayer the Conversion Option
         Price, as applicable, in twelve (12) equal monthly installments of
         principal and interest, with interest accruing at a rate equal to the
         applicable federal rate for short term obligations as in effect on the
         date of exercise of the applicable Put Option, as such rate is
         determined by the Internal Revenue Service. The first such payment
         shall be due on the first day of the first month following the month in
         which such option is exercised, with additional payments being due on
         the first day of each subsequent month until paid in full.

         8.       Confidential Information. Consultant and M-Wave agree that any
information received by such party, and its respective, officers, directors,
members, employees and agents (collectively, the "Receiving Party"), which was
provided by the other party, or its respective, officers, directors, members,
employees and agents (collectively, the "Disclosing Party") and which concerns
the personal, financial, business plans, legal or other affairs of the
Disclosing Party and which is not readily available to the general public
("Confidential Information"), will be treated by the Receiving Party as fully
confidential; and, except as may be required in the performance of the Receiving
Party's duties and obligations herein provided, the Receiving Party covenants
and agrees not to disclose such Confidential Information to any other persons,
firms or organizations without the expressed written permission of the
Disclosing Party.

         9.       Indemnification. M-Wave shall indemnify, defend and hold
harmless Consultant, and its members, employees and agents (collectively, the
"Indemnitee") from and against any threatened or pending action, suit or
proceeding, whether civil, criminal, administrative or investigative to which an
Indemnitee is made a party or is threatened to be made a party by reason of the
fact that the Indemnitee is or was a acting as an advisor to the Board of
Directors of M-Wave, or as a director, officer or agent of M-Wave, or any
subsidiary of M-Wave, or is or was serving or at any time serves at the request
of M-Wave as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, whether for
profit or not, against any and all expenses (including, without limitation,
attorneys' fees), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by Indemnitee in connection with such action,
suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of M-Wave,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe Indemnitee's conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of M-Wave, or,
with respect to any criminal action or proceeding, that Indemnitee had
reasonable cause to believe that Indemnitee's conduct was unlawful.

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         10.      Independent Contractor. It is specifically agreed and
understood that in performing the services herein specified, Consultant and its
employees are acting as an independent contractor and not as an agent or
employee of M-Wave. Further, nothing contained in this Agreement shall be
construed to create the relationship of principal and agent, partnership, joint
venture or any other relationship between the parties hereto other than the
relationship of independent contractors.

         11.      Governing Law. This Agreement shall be governed and controlled
by the laws of the state of Illinois as to interpretation, enforcement,
validity, construction, and effect and in all other respects.

         12.      Notices. Any notices relating to this Agreement shall be given
in writing and shall be deemed sufficiently given, served, and received for all
purposes upon the first to occur of actual receipt or delivery by generally
recognized overnight courier service or by fax or three (3) days after deposit
in the United States Mail, certified or registered, return receipt requested,
with postage prepaid, addressed as follows:

                  If to M-Wave:                       If to Consultant:
                  475 Industrial Drive                904 Thornberry Court
                  West Chicago, IL 60185              East Stroudsburg, PA 18301

or at such other address(es) as shall be designated by either party in writing
and delivered to the other party hereto.

         13.      Successors and Assigns. Neither party may assign this
Agreement without the express written consent of the other party.
Notwithstanding the foregoing, Consultant may assign this Agreement to Mayer
without the prior consent of M-Wave. This Agreement shall be binding upon and
the benefits thereof, shall inure to the parties hereto and their respective
legal representatives, heirs, successors, and assigns.

         14.      Dispute Resolution Provisions.

                  a.       Informal Resolution. If any dispute arises out of
         this Agreement, the parties shall promptly notify one another of the
         dispute and/or any alleged breach of this Agreement or default of this
         Agreement in writing. Each party shall promptly designate a
         representative to resolve the dispute. The representatives shall meet
         within ten (10) days following the first receipt by a party of such
         written notice and shall attempt to resolve the dispute within fifteen
         (15) days of the meeting. Disputes that are not resolved by a meeting
         of the representatives shall be submitted with the consent of both
         parties to a mediation process. If mediation is mutually acceptable,
         the parties will, within twenty (20) days of agreeing to mediate,
         select a mediator for the purposes of resolving the dispute.

                  b.       Arbitration. Any matter not resolved by designated
         representatives or by the mutually agreed upon mediation process shall
         be resolved by binding arbitration before a single arbitrator in
         Chicago, Illinois, in accordance with the commercial rules of the
         American Arbitration Association then in effect, and judgment on the
         arbitration award may

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         be entered in any court having jurisdiction. Either party may submit
         any dispute to arbitration hereunder within thirty (30) days after the
         end of the negotiation period referenced above or an unsuccessful
         mediation. The parties shall select the arbitrator within thirty (30)
         days thereafter and shall instruct the arbitrator to render a
         determination of the matter within thirty (30) days after the date of
         submission to arbitration. The procedures specified in this paragraph
         shall be the sole and exclusive procedures for the resolution of
         disputes between the parties arising out of or relating to this
         Agreement; provided, however, that a party may seek a preliminary
         injunction or other injunctive judicial relief in a court of competent
         jurisdiction, if, in the judgment of that party, such action is
         necessary to avoid irreparable damage. Despite the initiation of any
         such judicial proceedings, the parties will continue to participate in
         good faith in the procedures specified in this paragraph. The
         arbitrator's fee shall be shared equally between Consultant and M-Wave.
         The arbitrator shall have the authority to award reasonable attorneys'
         fees and expenses to the prevailing party, including fees and expenses
         incurred in the arbitration or in any litigation concerning the
         dispute, including but not limited to litigation to compel arbitration
         or stay court proceedings. In the absence of such an award, attorneys'
         fees and expenses shall be borne by the party engaging such attorney or
         incurring such expenses.

         15.      Joint Drafting. Each of the parties hereto has joined in and
contributed to drafting this Agreement; there shall be no presumption favoring
or burdening any one or more parties hereto based upon draftsmanship.

         16.      Survival. The provisions of Sections 5, 7, 8, 9, and 14 shall
survive the expiration or early termination of this Agreement.

         17.      Entire Agreement. This Agreement constitutes the entire
agreement between the parties and shall be deemed to supersede and cancel any
other agreement between the parties relating to the transactions contemplated in
this agreement. None of the previous and contemporaneous negotiations,
preliminary drafts, or previous versions of this agreement leading up to its
execution and not set forth in this Agreement shall be used by any of the
parties to construe or affect the validity of this Agreement. Each party
acknowledges that no representation, inducement, or condition not set forth in
this Agreement has been made or relied on by either party.

         IN WITNESS WHEREOF, M-Wave and Consultant have caused this Agreement to
be executed by its duly authorized member, officer or agent as of the day and
year first above written.

M-Wave:                                        Consultant:

M-Wave, Inc.                                   Credit Support International, LLC

By: _______________________________            By: _____________________________
       Joseph A. Turek                                Gerald M. Mayer
       Its: Chairman of the Board                     Its: Manager

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