EXHIBIT  4.38


                    Receivable  Factoring  Agreement


FACE  AMOUNT                                              $100,000
DEBENTURE  PURCHASE  PRICE                                $100,000
ISSUANCE  DATE                                      June  8,  2005
MATURITY  DATE                                     June  22,  2005

     FOR VALUE RECEIVED,  NeWave, Inc., a Utah corporation (the "Company"), (OTC
BB:  NWWV) hereby promises to pay DUTCHESS PRIVATE EQUITIES FUND, II, L.P.  (the
"Holder") by June 22, 2005 (the "Maturity Date"), or earlier, the face amount of
One Hundred Thousand dollars ($100,000) U.S., in such amounts, at such times and
on  such  terms  and  conditions as are specified herein.  All capitalized terms
used,  but  not  otherwise defined, herein shall have the respective definitions
assigned  thereto  in  this  Agreement,  dated  June  8, 2005 (the "Agreement"),
between  the  Company  and  the  Holder.


Article  1          Method  of  Payment

     Final  payment  shall  be  made  in  the amount of $100,000 upon receipt of
payment  from  Interactive  Communications.

     Section  1.2  Prepayment

The  Company  shall  make  mandatory  payments to the Holder as the funds become
available  from  the  Interactive  Communications  payment  ("Collateral
Receivables").  If  the  Company  receives  a  check or wire from the Collateral
Receivables,  it  must  be  immediately  be  sent  to  the  Holder


Article  2             Unpaid  Amounts

     In the event that on the Maturity Date, any amounts on the Note remain, the
Holder  can  exercise it's right to increase the Face Amount by two and one-half
percent (2.5%) per month for each month that the Note remains unpaid, compounded
daily,  pro  rate for partial periods. If the aforementioned occurs, the Company
will  be  in  Default and remedies as described in Article 6 may be taken at the
Holder's  discretion.

Article  3          Mergers
     The  Company  shall  not  consolidate  or  merge  into,  or transfer all or
substantially  all  of  its assets to, any person, unless such person assumes in
writing  the  obligations  of  the  Company under this Debenture and immediately
after  such transaction no Event of Default exists.  Any reference herein to the
Company  shall  refer  to  such  surviving  or  transferee  corporation  and the
obligations  of  the  Company  shall  terminate  upon  such  written assumption.

Article  4             Reports
     The  Company  will mail to the Holder hereof at its address as shown on the
Register  a  copy  of any annual, quarterly or current report that it files with
the  Securities  and Exchange Commission promptly after the filing thereof and a
copy  of  any annual, quarterly or other report or proxy statement that it gives
to  its  shareholders  generally at the time such report or statement is sent to
shareholders.

Article  5          Defaults  and  Remedies

Section  5.1     Events  of  Default.  An  "Event  of Default" occurs if (a) the
Company  does  not make the payment of the principal of this Note within two (2)
business days of the applicable Payment Date or Maturity Date, as applicable, in
     violation  of  the  Threshold  Amount upon redemption or otherwise, (b) the
Company  pursuant to or within the meaning of any Bankruptcy Law (as hereinafter
defined):  (i)  commences  a  voluntary  case;  (ii) consents to the entry of an
order  for  relief  against  it  in  an  involuntary case; (iii) consents to the
appointment  of  a  Custodian  (as  hereinafter  defined)  of  it  or for all or
substantially  all  of  its  property or (iv) makes a general assignment for the
benefit  of  its  creditors  or  (v) a court of competent jurisdiction enters an
order  or  decree  under any Bankruptcy Law that:  (A) is for relief against the
Company  in  an involuntary case; (B) appoints a Custodian of the Company or for
all  or  substantially  all of its property or (C) orders the liquidation of the
Company,  and  the order or decree remains unstayed and in effect for sixty (60)
calendar  days;  (e) the Company's Common Stock is suspended or no longer listed
on  any recognized exchange including electronic over-the-counter bulletin board
for  in  excess  of  five (5) consecutive trading days,  As used in this Section
6.1,  the  term "Bankruptcy Law" means Title 11 of the United States Code or any
similar  federal  or  state law for the relief of debtors.  The term "Custodian"
means  any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy  Law.  A  default  under  clause (b) above is not an Event of Default
until  the  holder  of  at  least  25%  of the aggregate principal amount of the
Debentures  outstanding  notify the Company of such default and the Company does
not  cure  it  within  three (3) business days after the receipt of such notice,
unless the Company commences to cure such default within such period, which must
specify  the  default, demand that it be remedied and state that it is a "Notice
of  Default".  Prior  to  the expiration of the time for curing a default as set
forth  in  the  preceding  sentence,  the  holders  of  a  majority in aggregate
principal  amount  of  the  Debentures  at  the  time  outstanding (exclusive of
Debentures  then  owned  by  the Company or any subsidiary or affiliate) may, on
behalf  of the holders of all of the Debentures, waive any past Event of Default
hereunder  (or  any past event which, with the lapse of time or notice and lapse
of  time  designated  in  subsection  (a),  would constitute an Event of Default
hereunder)  and  its  consequences,  except  a  default  in  the  payment of the
principal  of  or interest on any of the Debentures (which may only be waived by
consent of the holders all of the aggregate principal amount of the Debentures).
In the case of any such waiver, such default or Event of Default shall be deemed
to  have  been cured for every purpose of this Debenture and the Company and the
holders of the Debentures shall be restored to their former positions and rights
hereunder,  respectively;  but  no such waiver shall extend to any subsequent or
other  default  or  impair  any  right  consequent  thereon.

In  the event of Default the Holder shall have the right to either a) switch any
remaining  amount left on the Debenture to the same terms and conditions as Note
June-  2005-101 dated June 2, 2005 or ,b) attach any other Receivables listed as
current  by  the  Company and attach them as Collateral Receivable as defined in
Section  1.2  above  or  c)  switch  any  remaining amount left on the Debenture
("Residual  Amount")  to  a  3  Year ("Convertible Maturity Date"), 10% interest
bearing  Convertible  Debenture  at  the  terms  described in Section option for
accelerated  effectiveness  of  the  registration

Section  6.2  Conversion  Privilege

(a)     The  Holder  shall  have  the right to convert the Convertible Debenture
into  shares  of Common Stock at any time following the Convertible Closing Date
and  which  is  before  the  close of business on the Convertible Maturity Date.
The  number  of  shares  of  Common  Stock  issuable upon the conversion of this
Convertible  Debenture  shall be determined pursuant to Section 6.3 and rounding
the  result  to  the  nearest  whole  share.

(b)     This Convertible Debenture may be converted, whether in whole or in part
     at  any  time  and  from  time  to  time.

(c)     In  the  event  all or any portion of this Convertible Debenture remains
outstanding  on  the  Convertible Maturity Date, the unconverted portion of such
Convertible  Debenture  will  automatically  be  converted into shares of Common
Stock  on  such  date  in  the  manner  set  forth  in  Section  6.3.

     Section  6.3  Conversion  Procedure.

     The face amount of this Convertible Debenture may be converted, in whole or
in  part, any time and from time to time following the Convertible Closing Date.
Such  conversion  shall  be  effectuated  by surrendering to the Company, or its
attorney,  this  Convertible Debenture to be converted together with a facsimile
or  original  of  the  signed  Notice  of  Conversion  which  evidences Holder's
intention to convert the Convertible Debenture indicated.  The date on which the
Notice  of Conversion is effective ("Conversion Date") shall be deemed to be the
date on which the Holder has delivered to the Company a facsimile or original of
the  signed  Notice  of  Conversion,  as  long  as  the  original  Convertible
Debenture(s)  to  be  converted  are  received  by  the  Company within five (5)
business  days thereafter.  At such time that the original Convertible Debenture
has  been  received by the Company, the Holder can elect to whether a reissuance
of the Convertible Debenture is warranted, or whether the Company can retain the
Convertible  Debenture  as to a continual conversion by Holder.  Notwithstanding
the  above,  any Notice of Conversion received by 4:00 P.M. EST, shall be deemed
to  have  been  received  the  previous  business  day.  Receipt  being  via  a
confirmation  of  time  of  facsimile  of  the  Holder.

(a)     Common  Stock  to  be Issued.     Upon the conversion of any Convertible
Debentures  and  upon  receipt  by the Company or its attorney of a facsimile or
original  of Holder's signed Notice of Conversion the Company shall instruct its
transfer  agent  to  issue stock certificates without restrictive legend or stop
transfer instructions, if at that time the aforementioned registration statement
     has  been  declared  effective  (or  with  proper restrictive legend if the
registration  statement  has  not  as  yet  been  declared  effective),  in such
denominations to be specified at conversion representing the number of shares of
Common  Stock  issuable upon such conversion, as applicable.   The Company shall
act  as  registrar  and  shall  maintain  an  appropriate  ledger containing the
necessary  information  with  respect to each Convertible Debenture. The Company
warrants that no instructions, other than these instructions, have been given or
will be given to the transfer agent and that the Common Stock shall otherwise be
freely  resold, except as may be set forth herein and subject to applicable law.

(b)     Conversion  Rate.  Holder  is entitled to convert the residual amount of
this Convertible Debenture, plus accrued interest, anytime following the Closing
     Date,  at  the  lesser  of (i) 75% of the average of the lowest closing bid
price  during the fifteen (15) trading days prior to the Conversion Date or (ii)
100%  of  the average of the closing bid prices for the twenty (20) trading days
immediately  preceding  the Convertible Closing Date ("Fixed Conversion Price"),
each being referred to as the "Conversion Price".  No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the number of
shares  issuable shall be rounded up or down, as the case may be, to the nearest
whole  share.

(c)     Nothing  contained  in  the  Convertible  Debenture  shall  be deemed to
establish  or  require the payment of interest to the Holder at a rate in excess
of  the  maximum rate permitted by governing law.  In the event that the rate of
interest  required  to  be  paid exceeds the maximum rate permitted by governing
law,  the rate of interest required to be paid thereunder shall be automatically
reduced  to  the  maximum rate permitted under the governing law and such excess
shall  be  returned  with  reasonable  promptness  by the Holder to the Company.

(d)     It  shall  be the Company's responsibility to take all necessary actions
and  to  bear  all  such  costs  to  issue  the Common Stock as provided herein,
including  the  responsibility and cost for delivery of an opinion letter to the
transfer  agent,  if  so  required.  Holder shall be treated as a shareholder of
record  on  and after the conversion date. If the Holder shall designate another
person  as  the entity in the name of which the stock certificates issuable upon
conversion  of the Convertible Debenture are to be issued, prior to the issuance
of  such  certificates  the  Holder  shall  provide to the Company evidence that
either  no tax shall be due and payable as a result of such transfer or that the
applicable tax has been paid by the Holder or such person. Upon surrender of any
     Convertible  Debentures that are to be converted in part, the Company shall
issue to the Holder a new Convertible Debenture equal to the unconverted amount,
if  so  requested  in  writing  by  Holder.

(e)     Within  five  (5)  business  days  after  receipt  of  the documentation
referred  to  above in Section 6.2, the Company shall deliver a certificate, for
the number of shares of Common Stock issuable upon the conversion.  In the event
     the  Company  does  not make delivery of the Common Stock, as instructed by
Holder,  within  five  (5) business days after the Conversion Date, then in such
event  the  Company  shall pay to Holder one percent (1%) in cash, of the dollar
value  of the Convertible Debentures being converted, compounded daily, per each
day  after  the  fifth  (5th)business day following the Conversion Date that the
Common  Stock  is  not  delivered  to  the  Purchaser.

           The Company acknowledges that its failure to deliver the Common Stock
within five (5) business days after the Conversion Date will cause the Holder to
suffer  damages  in an amount that will be difficult to ascertain.  Accordingly,
the  parties  agree  that  it  is  appropriate  to  include  in this Convertible
Debenture a provision for liquidated damages.  The parties acknowledge and agree
that  the  liquidated damages provision set forth in this section represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form  and  amount  of  such  liquidated  damages  are  reasonable  and  will not
constitute  a  penalty.  The payment of liquidated damages shall not relieve the
Company  from  its obligations to deliver the Common Stock pursuant to the terms
of  this  Convertible  Debenture.

            The  Company  shall make any payments incurred under this Section in
immediately  available  funds  within  five  (5) business days from the date the
Common  Stock  is  fully  delivered.

(f)     The  Company  shall  at  all  times reserve (or make alternative written
arrangements  for  reservation or contribution of shares) and have available all
Common  Stock  necessary to meet conversion of the Convertible Debentures by all
Holders  of the entire amount of Convertible Debentures then outstanding. If, at
any  time  Holder  submits  a Notice of Conversion and the Company does not have
sufficient authorized but unissued shares of Common Stock (or alternative shares
     of Common Stock as may be contributed by Stockholders) available to effect,
in full, a conversion of the Convertible Debentures (a "Conversion Default", the
date of such default being referred to herein as the "Conversion Default Date"),
the  Company  shall  issue to the Holder all of the shares of Common Stock which
are  available,  and  the  Notice of Conversion as to any Convertible Debentures
requested  to  be  converted  but  not  converted  (the "Unconverted Convertible
Debentures"), may be deemed null and void upon written notice sent by the Holder
to  the  Company.  The  Company shall provide notice of such  Conversion Default
("Notice  of  Conversion  Default")  to  all  existing  Holders  of  outstanding
Convertible  Debentures,  by  facsimile,  within  three (3) business day of such
default  (with  the original delivered by overnight or two day courier), and the
Holder  shall  give notice to the Company by facsimile within five business days
of  receipt  of  the  original  Notice  of Conversion Default (with the original
delivered  by overnight or two day courier) of its election to either nullify or
confirm  the  Notice  of  Conversion.

     The  Company  agrees  to  pay  to  all  Holders  of outstanding Convertible
Debentures  payments for a Conversion Default ("Conversion Default Payments") in
the  amount  of  (N/365) x (.24) x the initial issuance price of the outstanding
and/or  tendered  but  not  converted Convertible Debentures held by each Holder
where  N  = the number of days from the Conversion Default Date to the date (the
"Authorization  Date") that the Company authorizes a sufficient number of shares
of  Common  Stock  to effect conversion of all remaining Convertible Debentures.
The  Company  shall  send  notice  ("Authorization  Notice")  to  each Holder of
outstanding  Convertible  Debentures that additional shares of Common Stock have
been  authorized,  the  Authorization  Date  and  the amount of Holder's accrued
Conversion  Default  Payments.  The  accrued Conversion Default shall be paid in
cash  or  shall  be  convertible  into Common Stock at the Conversion Rate, upon
written notice sent by the Holder to the Company, which Conversion Default shall
be  payable  as follows:  (i) in the event Holder elects to take such payment in
cash,  cash  payments  shall  be  made to such Holder of outstanding Convertible
Debentures  by  the  fifth  day  of the following calendar month, or (ii) in the
event  Holder  elects to take such payment in stock, the Holder may convert such
payment  amount  into Common Stock  at  the conversion rate set forth in Section
6.3(c)  at  any time after the 5th day of the calendar month following the month
in  which  the  Authorization  Notice  was received, until the expiration of the
mandatory  three  (3)  year  conversion  period.

     The  Company  acknowledges that its failure to maintain a sufficient number
of authorized but unissued shares of Common Stock to effect in full a conversion
of  the  Convertible  Debentures  will  cause the Holder to suffer damages in an
amount that will be difficult to ascertain.  Accordingly, the parties agree that
it  is  appropriate  to  include  in  this  Agreement a provision for liquidated
damages.  The  parties  acknowledge  and  agree  that  the  liquidated  damages
provision set forth in this section represents the parties' good faith effort to
quantify  such  damages  and,  as  such,  agree that the form and amount of such
liquidated  damages  are  reasonable  and  will  not  constitute a penalty.  The
payment of liquidated damages shall not relieve the Company from its obligations
to deliver the Common Stock pursuant to the terms of this Convertible Debenture.
Nothing  herein  shall limit the Holder's right to pursue actual damages for the
Company's  failure  to  maintain  a  sufficient  number  of authorized shares of
Common  Stock.

(g)     If,  by  the  fifth  (5th) business day after the Conversion Date of any
portion of the Convertible Debentures to be converted (the "Delivery Date"), the
     transfer  agent  fails  for  any  reason  to  deliver the Common Stock upon
conversion  by the Holder and after such Delivery Date, the Holder purchases, in
an  open  market transaction or otherwise, shares of Common Stock (the "Covering
Shares")  solely  in  order to make delivery in satisfaction of a sale of Common
Stock  by the Holder (the "Sold Shares"), which delivery such Holder anticipated
to  make  using  the  Common  Stock  issuable  upon conversion (a "Buy-In"), the
Company  shall pay to the Holder, in addition to any other amounts due to Holder
pursuant  to  this  Convertible  Debenture,  and not in lieu thereof, the Buy-In
Adjustment  Amount  (as  defined  below).  The "Buy In Adjustment Amount" is the
amount  equal  to  the  excess, if any, of (x) the Holder's total purchase price
(including  brokerage  commissions, if any) for the Covering Shares over (y) the
net  proceeds  (after brokerage commissions, if any) received by the Holder from
the sale of the Sold Shares.  The Company shall pay the Buy-In Adjustment Amount
to  the  Holder  in immediately available funds within five (5) business days of
written  demand  by the Holder.  By way of illustration and not in limitation of
the  foregoing,  if  the  Holder purchases shares of Common Stock having a total
purchase  price  (including  brokerage commissions) of $11,000 to cover a Buy-In
with  respect to shares of Common Stock it sold for net proceeds of $10,000, the
Buy-In Adjustment Amount which the Company will be required to pay to the Holder
will  be  $1,000.


Article  7     Additional  Financing:

     The  Company  shall  not, directly or indirectly, without the prior written
consent  of  Dutchess Private Equities Fund, L.P., offer, sell, grant any option
to  purchase, or otherwise dispose of (or announce any offer, sale, grant or any
option  to  purchase or other disposition) any of its Common Stock or securities
convertible  into  Common Stock, or issue or increase the debt (other than trade
debt  or debt pursuant to existing credit facilities) (a "Subsequent Financing")
for  a  period  of  135 days after the Closing Date or Convertible Closing Date,
unless  the Debenture has been paid in full.  Notwithstanding the foregoing, the
Company shall be entitled to issue shares of Common Stock in connection with any
Exempted  Transaction  (as hereinafter defined). Any additional increase in debt
by  the  Company  shall  be  used  as a Prepayment to the Holder as described in
Section  1.2.  Any  breach  of  this  section  shall  be  considered an event of
Default.  For purposes hereof, "Exempted Transaction" shall mean the issuance of
any  securities  pursuant  to  outstanding  options, warrants and convertible or
exchangeable  securities,  the  issuance  of  securities  to  consultants  and
professionals  in  satisfaction  in whole or in part of obligations for services
rendered  or  to  be  rendered, the incurrence of trade indebtedness (other than
trade debt or debt pursuant to existing credit facilities), and securites issued
during  that  time  frame shall not have piggyback or demand registration rights
and  will  have  a  one  year  hold.


Article  8     Notice.

     Any  notices,  consents,  waivers  or  other  communications  required  or
permitted  to  be given under the terms of this Debenture must be in writing and
will  be  deemed  to  have  been  delivered  (i)  upon  receipt,  when delivered
personally;  (ii)  upon receipt, when sent by facsimile (provided a confirmation
of  transmission is mechanically or electronically generated and kept on file by
the  sending  party);  or  (iii)  one  (1)  day  after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:

If  to  the  Company:
Michael  Hill,  Chief  Executive  Officer
NeWave,  Inc.
404  EAST  1ST  STREET,  #1345
LONG  BEACH,  CA  90802
Telephone:  (562)  983-5331
Facsimile:  (562)  964-9232




If  to  the  Investor:

     Dutchess  Private  Equities  II
     Douglas  Leighton
     312  Stuart  Street,  Third  Floor
     Boston,  MA  02116

     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

Article  9     Time
     Where  this  Debenture  authorizes  or requires the payment of money or the
performance  of  a  condition  or obligation on a Saturday or Sunday or a public
holiday,  or authorizes or requires the payment of money or the performance of a
condition or obligation within, before or after a period of time computed from a
certain date, and such period of time ends on a Saturday or a Sunday or a public
holiday,  such  payment  may be made or condition or obligation performed on the
next  succeeding  business day, and if the period ends at a specified hour, such
payment  may  be made or condition performed, at or before the same hour of such
next  succeeding  business  day,  with  the  same force and effect as if made or
performed  in  accordance  with  the  terms of this Debenture.  A "business day"
shall  mean  a day on which the banks in New York are not required or allowed to
be  closed.

Article  10     No  Assignment
     This  Debenture  shall  not  be  assignable.

Article  11     Rules  of  Construction.
     In  this  Debenture,  unless  the  context otherwise requires, words in the
singular  number include the plural, and in the plural include the singular, and
words  of the masculine gender include the feminine and the neuter, and when the
sense  so  indicates,  words  of the neuter gender may refer to any gender.  The
numbers  and  titles  of  sections  contained  in the Debenture are inserted for
convenience  of  reference  only, and they neither form a part of this Debenture
nor are they to be used in the construction or interpretation hereof.  Wherever,
in  this  Debenture, a determination of the Company is required or allowed, such
determination  shall  be  made  by  a  majority of the Board of Directors of the
Company and if it is made in good faith, it shall be conclusive and binding upon
the  Company  and  the  Holder  of  this  Debenture.

Article  12     Governing  Law
     The validity, terms, performance and enforcement of this Debenture shall be
governed  and construed by the provisions hereof and in accordance with the laws
of  the  Commonwealth  of  Massachusetts  applicable  to  agreements  that  are
negotiated,  executed,  delivered  and  performed  solely  in  the  State  of
Massachusetts.

Article  13     Litigation

The  parties  to  this  agreement  will  submit  all disputes arising under this
agreement  to arbitration in Boston, Massachusetts before a single arbitrator of
the  American Arbitration Association ("AAA").  The arbitrator shall be selected
by  application  of the rules of the AAA, or by mutual agreement of the parties,
except that such arbitrator shall be an attorney admitted to practice law in the
Commonwealth  of  Massachusetts.  No  party to this agreement will challenge the
jurisdiction  or  venue  provisions  as  provided  in  this  section.


Article  14      Conditions  to  Closing

     The Company shall have delivered the proper Collateral to the Holder before
Closing.  The  Securities  and  Exchange  will  have  declared  the registration
statement  effective for the Investment Agreement with Dutchess Private Equities
Fund,  II,  LP.

Article  15      Reserved


Article  16      Indemnification

     In  consideration  of the Holder's execution and delivery of this Agreement
and  the acquisition and funding by the Holder of the Debenture hereunder and in
addition  to  all  of  the  Company's  other  obligations  under  the  documents
contemplated  hereby,  the  Company  shall  defend,  protect, indemnify and hold
harmless  the  Holder  and  all  of  their  shareholders,  officers,  directors,
employees,  counsel,  and  direct or indirect investors and any of the foregoing
person's  agents  or other representatives (including, without limitation, those
retained  in  connection  with  the transactions contemplated by this Agreement)
(collectively,  the  "INDEMNITEES") from and against any and all actions, causes
of  action,  suits,  claims,  losses,  costs,  penalties,  fees, liabilities and
damages,  and expenses in connection therewith (irrespective of whether any such
Indemnitee  is  a  party  to  the  action for which indemnification hereunder is
sought),  and  including  reasonable  attorneys'  fees  and  disbursements  (the
"INDEMNIFIED  LIABILITIES'),  incurred  by  any  Indemnitee  as  a result of, or
arising  out  of,  or  relating  to  (i)  any misrepresentation or breach of any
representation  or  warranty  made by the Company in the Debenture, or any other
certificate,  instrument  or  document  contemplated  hereby or thereby (ii) any
breach  of any covenant, agreement or obligation of the Company contained in the
Debenture  or any other certificate, instrument or document  contemplated hereby
or  thereby,  except insofar as any such misrepresentation, breach or any untrue
statement,  alleged  untrue  statement,  omission or alleged omission is made in
reliance  upon  and  in  conformity  with  written  information furnished to the
Company  by,  or on behalf of, the Holder or based on illegal or alleged illegal
trading  of  the  Shares  by  the  Holder.  To  the  extent  that  the foregoing
undertaking  by  the  Company  may  be unenforceable for any reason, the Company
shall  make  the maximum contribution to the payment and satisfaction of each of
the  Indemnified  Liabilities  which  is  permissible  under applicable law. The
indemnity  provisions  contained  herein  shall  be  in addition to any cause of
action or similar rights the Holder may have, and any liabilities the Holder may
be  subject  to.


     IN  WITNESS WHEREOF, the Company has duly executed this Debenture as of the
date  first  written  above.

      NeWave,  Inc

                         By:     /s/  Michael  Hill
                                 ------------------
                         Name:     Michael  Hill
                         Title:     President


                              DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
                              BY  ITS  GENERAL  PARTNER  DUTCHESS
                              CAPITAL  MANAGEMENT,  LLC



                         By:     /s/  Douglas  H.  Leighton
                                 --------------------------
                         Name:     Douglas  H.  Leighton
                         Title:     A  Managing  Member