Exhibit 4.54


                             SUBSCRIPTION AGREEMENT
                                  NEWAVE, INC.

NeWave, Inc.                                           December 19, 2005
Michael Hill, President
30 LaPatera, Suite 7
Goleta, CA 93117

Dear  Mr.  Hill:

     The  undersigned  (the  "Subscriber") understands that NeWave, Inc., a Utah
corporation  (the  "Company")  is offering for sale to the undersigned up to one
million  shares  of  the  Company's  Common  Stock  or  ("Shares").

     NOWTHEREFORE,  in  consideration  of  the premises and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby acknowledged, the Company and the Subscriber
hereby  agree  as  follows:


DEFINITIONS.

         As used in this Agreement, the following terms shall have the following
meanings:

     a.   "Closing  Date"  means  the  day  this  Agreement  is executed by both
          parties.

     b.   "Purchase  Price"  means  the  price  per Share paid by the Subscriber
          pursuant  to  this  Agreement.

     c.   "Pricing  Period"  means  the  five  trading  days  immediately
          preceding  the  Closing  Date.

     d.   "Re-pricing  Period"  means  the  five  trading  days  immediately
          preceding  November  29,  2006.

The  Purchase Price shall be equal to fifty-percent (50%) of the average closing
price  of  the Shares during the Pricing Period. If the average closing price of
the  Shares during the Re-pricing Period is lower than the average closing price
of  the Shares during the Pricing Period, the Purchase Price shall be reduced to
fifty-percent  (50%)  of  the  average  closing  price  of the Shares during the
Re-pricing  Period,  in  which case the Company shall issue additional Shares to
the Subscriber at no additional cost and in an amount which would reconcile with
the  reduction in the Purchase Price. The Company has no obligation to register,
qualify,  or  otherwise  assist  an  investor  in  registering or qualifying the
securities  described  herein  for  sale, or to obtain or establish an exemption
from  applicable  registration  or  qualification  requirements.

1.   SUBSCRIPTION.  Subject  to  the terms and conditions hereof, the Subscriber
     hereby subscribes for and agrees to purchase 350,000 Shares of Common Stock
     for  the  aggregate  purchase  price  of  $  38,500 upon acceptance of this
     Subscription  Agreement.

PAYMENT FOR THE COMMON STOCK. The undersigned agrees to complete the purchase of
the stock specified in section one above by tendering a payment by check payable
to "NeWave, Inc." or via wire transfer. If by check, remit to; "NeWave, Inc.",
ATT/Michael Novielli, Chairman, 1110 Rt. 55, Suite 206, LaGrangeville, NY 12540,
ph (845) 575-6770, fx (845) 575-6772. If via wire transfer, remit to: NeWave,
Inc., Bank of America, ABA# 121000358, Account# 04164-03365. By verification by
NeWave, Inc. of completing the purchase by the evidence of cleared funds the
stock subscribed for herein will be deemed fully paid for. If this subscription
is not accepted by the Company for any reason, all documents and funds will be
returned to the Subscriber.

2.   REPRESENTATIONS  AND  WARRANTIES  OF  THE SUBSCRIBER. The Subscriber hereby
     represents  and warrants to and covenants with the Company, as well as each
     officer,  director  and  agent  of  the  Company  as  follows:

  (a)  General

     (i)  The Subscriber  has  all  requisite  authority  to  enter  into  this
          Subscription  Agreement and to perform all the obligations required to
          be  performed  by  the  Subscriber  hereunder.

     (ii) The Subscriber  is  the  sole  party  in interest and is not acquiring
          the  Common  Stock  as an agent or otherwise for any other person. The
          Subscriber  is  a resident of the state set forth opposite its name on
          the signature page hereto and (a) if a corporation, partnership, trust
          or  other  form  of business organization, it has its principal office
          within  such  state;  (b)  if  an individual, he or she has his or her
          principal  residence  in  such  state;  and  (c)  if  a  corporation,
          partnership,  trust  or  other form of business organization which was
          organized  for the specific purpose of acquiring the Common Stock, all
          of  the  beneficial  owners  are  residents  of  such  state.

     (iii) The Subscriber  recognizes  that  the  total  amount  of  funds
          tendered  to  purchase  the  Common Stock is placed at the risk of the
          business  and may be completely lost. The purchase of the Common Stock
          of  the  Company  as  an  investment  involves  extreme  risk.

     (iv) The Subscriber  realizes  that  the  Common  Stock  cannot  readily be
          sold  for  a  period  of  one  year, as the shares of Common Stock are
          restricted  securities, that it may not be possible to sell or dispose
          of  the  Common  Stock  and  therefore  the  Common  Stock must not be
          purchased unless the Subscriber has liquid assets sufficient to assure
          that  such purchase will cause no undue financial difficulties and the
          Subscriber  can  provide for current needs and personal contingencies.

     (v)  The Subscriber  confirms  and  represents  that  he  is  able  (a)  to
          bear  the  economic  risk  of  his/her  investment,  (b)  to  hold the
          securities  for  an  indefinite  period  of  time, and (c) to afford a
          complete  loss  of  his/her investment. The Subscriber also represents
          that  he has (x) adequate means of providing for his/her current needs
          and  personal contingencies, and (y) has no need for liquidity in this
          particular  investment.

     (vi) The Subscriber  has  not  become  aware  of  the  offering  of  Common
          Stock  of  the  Company  by  any  form  of  general  solicitation  or
          advertising,  including,  but not limited to advertisements, articles,
          notices  or  other communications published in any newspaper, magazine
          or  other  similar  media or broadcast over television or radio or any
          seminar  or  meeting  where  those individuals that have attended have
          been  invited  by any such or similar means of general solicitation or
          advertising.

   (b)     Information  Concerning  the  Company

     (i)  The Subscriber  has  received  or  had  access  to  all  current
          information  about  the  Company  including  the  Company's  (A)  Form
          10-QSB/A for the quarter ended September 30, 2005, (B) Form 10-KSB for
          the  period  ending December 31, 2004 and any report filed pursuant to
          the 1934 Act since that time, if any (C) The Company's Proxy Statement
          and  (D)  any  other filings with the SEC that may be pertinent to the
          evaluation  of  this  investment  in  Common  Stock.

     (ii) The Subscriber  is  familiar  with  the  business  and  financial
          condition,  properties,  operations and prospects of the Company, and,
          at  a  reasonable  time  prior  to  the  execution of the Subscription
          Agreement,  has  been afforded the opportunity to ask questions of and
          received  satisfactory  answers  from  the  Company's  officers  and
          directors, or other persons acting on the Company's behalf, concerning
          the  business  and  financial  condition,  properties,  operations and
          prospects  of  the  Company and concerning the terms and conditions of
          the  offering  of  the Common Stock and has asked such questions as it
          desires  to  ask and all such questions have been answered to the full
          satisfaction  of  the  Subscriber.

     (i)  The Subscriber  understands  that,  unless  the  Subscriber  notifies
          the  Company  in  writing  to the contrary before the Closing, all the
          representations and warranties contained in the Subscription Agreement
          will  be  deemed  to  have  been  reaffirmed  and  confirmed as of the
          Closing,  taking  into  account  all  information  received  by  the
          Subscriber.

     (ii) The Subscriber  understands  that  the  purchase  of  the Common Stock
          involves  various risks, including, but not limited to, those outlined
          in  this  Subscription Agreement and the Private Placement Memorandum.

     (iii) The Subscriber  acknowledges  that  no  representations  or
          warranties  have  been made to the Subscriber by the Company as to the
          tax  consequences of this investment, or as to profits, losses or cash
          flow  which  may  be  received  or  sustained  as  a  result  of  this
          investment.

     (iv) All documents,  records  and  books  pertaining  to  a  proposed
          investment in the Common Stock which the Subscriber has requested have
          been  made  available  to  the  Subscriber.

     (v)  The Subscriber  has  been  provided  access  to  all  information
          requested  in  evaluating  his/her  purchase  of  the  Common  Stock.

   (c)     Status  of  the  Subscriber

     (i)  The Subscriber  represents  that  he  is  an  Accredited  Investor  as
          that  term  is  defined in the Act (check each category of "Accredited
          Investor"  below  which  is  applicable  to  the  Subscriber):

(   x  ) (A)  a  natural person whose individual  net worth, or joint net worth
with  that  person's  spouse,  at  the  time of his purchase exceeds $1,000,000;

(   x  ) (B) a natural person who had an individual income in excess of $200,000
in  each  of the two most recent years or joint income with that person's spouse
in excess of $300,000 in each of those years and has a reasonable expectation of
reaching  the  same  income  level  in  the  current  year.

(   )  (C) a bank as defined in Section 3(a)(2) of the Act or a savings and loan
association  or other institution as defined in Section 3(a)(5)  (A) of the Act,
whether  acting  in  its  individual  or  fiduciary  capacity;  broker or dealer
registered  pursuant  to  Section  15 of the Securities Exchange Act of 1934; an
insurance  partnership  as  defined  in  Section 2(13) of the Act; an investment
company  registered under the Investment company Act of 1940 (the "1940 Act") or
business  development company as defined in Section 2(a) (48) of the 1940 Act; a
Small  business  Investment  Company  licensed  by  the  U.S.  Small  Business
Administration  under  Section 301 or (d) of the Small Investment Act of 1958; a
plan  established  and maintained by a state, its political subdivisions, or any
agency  or  instrumentality  of  a  state or its political subdivisions, for the
benefit  of its employees if such plan has total assets in excess of $5,000,000;
or an employee benefit plan within the meaning of the Employee Retirement Income
Security  Act  of  1974  ("ERISA"), if the investment decision is made by a plan
fiduciary,  as  defined  in  Section 3(21) of ERISA, which fiduciary is either a
bank,  savings  and loan association, insurance company or registered investment
advisor,  or  if  the  employee  benefit  plan  has  total  assets  in excess of
$5,000,000 or, if a self-directed plan, with investment decisions made solely by
persons  that  are  Accredited  Investors  (as  listed in categories (A) - (G));

(   )    (D) a private business development company as defined in Section 202(a)
(22)  of  the  Investment  Advisors  Act  of  1970;

(   )    (E)  an  organization  described  in Section 501 (c)(3) of the Internal
Revenue  Code,  a  corporation,  Massachusetts  or  similar business trust, or a
partnership, with total assets in excess of $5,000,000, and which was not formed
for  the  specific  purpose  of  acquiring  the  Common  Stock;

(   )    (F)  a  trust, with total assets in excess of $5,000,000 not formed for
the  specific  purposes of acquiring the Common Stock whose purchase is directed
by  a  person  who  has  such knowledge and experience in financial and business
matters  that  he is capable of evaluating the merits and risks of an investment
in  the  Common  Stock;  and

(   )    (G)  an  entity  in  which  all  of  the  equity  owners are Accredited
Investors  (as  listed  in  categories  (A)  -  (F) or is an Accredited Investor
defined  by  Regulation  D.

     (ii) The Subscriber  agrees  to  furnish  any  additional  information
          requested  to  assure  compliance  with  applicable  Federal and State
          Securities Laws in connection with the purchase and sale of the Common
          Stock.

   (d)     Restrictions  on  Transfer  or  Sale  of  the  Common  Stock

     (i)  The Subscriber  is  acquiring  the  Common  Stock  subscribed  solely
          for  the Subscriber's own beneficial account, for investment purposes,
          and  not  with  view  to,  or  for  resale  in  connection  with,  any
          distribution  of the Common Stock. The Subscriber understands that the
          offer  and  the sale of the Common Stock has not been registered under
          the  Act or any State Securities Laws by reason of specific exemptions
          under  the provisions thereof which depend in part upon the investment
          intent  of the Subscriber and of the other representations made by the
          Subscriber  in this Subscription Agreement. The Subscriber understands
          that  the  Company  is relying upon the representations, covenants and
          agreements  contained  in  the  Subscription  Agreement  (and  any
          supplemental information) for the purposes of determining whether this
          transaction  meets  the  requirements  for  such  exemptions.

     (ii) The Subscriber  understands  that  the  Common  Stock  are "restricted
          securities"  under applicable federal securities laws and that the Act
          and  the  rules  of  the  Securities  and  Exchange  Commission  (the
          "Commission")  provide in substance that the Subscriber may dispose of
          the  Common  Stock  only after one year and pursuant to Rule 144 or an
          exemption  therefrom. The certificates evidencing the shares of Common
          stock  offered hereby will bear a legend which clearly sets forth this
          restriction. The Subscriber understands that the Subscriber may not at
          any time demand the purchase by the Company of the Subscriber's Common
          Stock.

     (iii) The Subscriber  agrees:  (A)  that  the  Subscriber  will  not  sell,
          assign,  pledge,  give,  transfer  or  otherwise dispose of the Common
          Stock  or any interest therein, or make any offer or attempt to do any
          of  the  foregoing  except  in  a transaction which is exempt from the
          registration provisions of the Act and all applicable State Securities
          Laws; (B) that the company and any transfer agent for the Common Stock
          except upon compliance with the foregoing restrictions; and (C) that a
          restrictive legend will be placed on the certificates representing the
          Common  Stock.

     (iv) The Subscriber  has  not  offered  or  sold  any  portion  of  the
          subscribed  for  Common Stock and has no present intention of dividing
          such  Common  Stock with others or of reselling or otherwise disposing
          of  any  portion  of  such  Common Stock either currently or after the
          passage  of  a  fixed  or  determinable  period  of  time  or upon the
          occurrence  or  nonoccurrence  of  any  predetermined  event  or
          circumstance.


3.   SURVIVAL AND INDEMNIFICATION. All representations, warranties and covenants
     contained  in  this  Agreement  and  the  indemnification contained in this
     Paragraph  4 shall survive (i) the acceptance of the Subscription Agreement
     by  the  Company  and  (ii)  the death or disability of the Subscriber. The
     Subscriber  acknowledges  the  meaning  and  legal  consequences  of  the
     representations,  warranties  and  covenants in Paragraph 3 hereof and that
     the  Company has relied upon such representations, warranties and covenants
     in  determining  the Subscriber's qualification and suitability to purchase
     the  Common  Stock.  The  Subscriber hereby agrees to indemnify, defend and
     hold  harmless  the Company, and its officers, directors, employees, agents
     and  controlling  persons,  from  and  against  any and all losses, claims,
     damages,  liabilities,  expenses  (including  attorneys'  fees  and
     disbursements),  judgment  or amounts paid in settlement of actions arising
     out  of  or  resulting from the untruth of any representation herein or the
     breach  of  any warranty or covenant herein. Notwithstanding the foregoing,
     however,  no  representation,  warranty,  covenant  or  acknowledgment made
     herein  by  the  Subscriber  shall  in any manner be deemed to constitute a
     waiver  of  any  rights  granted  to them under the Securities Act or State
     Securities  laws.

4.   Notices.  All notices and other communications provided for herein shall be
     in  writing  and  shall  be  deemed  to  have  been duly given if delivered
     personally  or  sent  by  registered  or  certified  mail,  return  receipt
     requested,  postage prepaid, or overnight air courier guaranteeing next day
     delivery:

(a)     if  to  the  Company,  to  it  at  the  following  address:

NeWave, Inc.
Attn: Michael Hill, President & CEO
30 South LaPatera, Suite 7
Goleta, CA 93117

(b)     if  to  the Subscriber, at the address set forth on the last page hereof
or  directly  to  the  Subscriber at the address set forth on the signature page
hereto,  or at such other address as either party shall have specified by notice
in  writing  to  the  other.

All  notice  and  communications shall be deemed to have been duly given: at the
time  delivered by hand, if personally delivered; two days after being deposited
in  the mail, postage prepaid, if mailed; and the next day after timely delivery
to the courier, if sent by overnight air courier guaranteeing next day delivery.

If  a  notice or communication is mailed in the manner provided above within the
time  prescribed,  it  is  duly given, whether or not the addressee receives it.

5.   ASSIGNMENT.  This  Subscription  Agreement  is  not  assignable  by  the
     Subscriber,  and  may  not  be  modified, waived or terminated except by an
     instrument  in  writing  signed  by  each  of  the  parties  hereto.

6.   BINDING  EFFECT.  Except  as  otherwise  provided herein, this Subscription
     Agreement shall be binding upon and inure to the benefit of the parties and
     their  heirs,  executors, administrators, successors, legal representatives
     and  assigns,  and  the  agreements,  representations,  warranties  and
     acknowledgments  contained  herein  shall  be  deemed  to be made by and be
     binding  upon  such  heirs,  executors,  administrators,  successors, legal
     representatives and assigns. If the Subscriber is more than one person, the
     obligation of the Subscriber shall be joint and several and the agreements,
     representations,  warranties  and acknowledgments contained herein shall be
     deemed  to  be  made by and by binding upon each such person and his heirs,
     executors,  administrators  and  successors.

7.   ENTIRE  AGREEMENT.  This  Subscription  Agreement  constitutes  the  entire
     agreement  of  the  Subscriber  and  the  Company  relating  to the matters
     contained  herein,  superseding  all prior contracts or agreements, whether
     oral  or  written.

8.   GOVERNING LAW. This Subscription Agreement constitutes the entire agreement
     of the Subscriber and the Company relating to the matters contained herein,
     superseding  all  prior  contracts  or agreements, whether oral or written.

9.   SEVERABILITY.  If  an  provision  of  this  Subscription  Agreement  or the
     application thereof to any Subscriber or circumstance shall be held invalid
     or  unenforceable  to  any  extent,  the  remainder  of  this  Subscription
     Agreement  and  the application of such provision to other subscriptions or
     circumstances  shall  not  be affected thereby and shall be enforced to the
     greatest  extent  permitted  by  law.

10.  HEADINGS.  The  headings  in  this  Subscription Agreement are inserted for
     convenience  and  identification  only  and  are  not intended to describe,
     interpret, define, or limit the scope, extent or intent of the Subscription
     Agreement  or  an  provision  hereof.

IN WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription
Agreement this ________22nd____day of December  2005.


(s) Jack B. Manning
________________________
________________________
________________________


ACCEPTED by the Company this the 22nd day of December 2005.
NeWave, Inc.



By:  /s/ Michael Hill
     ----------------
         Michael Hill, President