EXHIBIT  4.37


                                 PROMISSORY NOTE

FACE  AMOUNT                                                  $540,000
PRICE                                                         $460,000
INTEREST  RATE                                          0%  per  month
NOTE  NUMBER                                           June-  2005-101
ISSUANCE  DATE                                          June  2,  2005
MATURITY  DATE                                     December  20,  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")  within  the Maturity Date, or earlier, the Amount of Five Hundred and
Forty  Thousand  Dollars  ($540,000) U.S., in such amounts, at such times and on
such  terms  and  conditions  as  are  specified  herein  (this  "Note").

     Any  capitalized  terms  not  defined  in  this  Note  are  defined  in the
Investment  Agreement  for  the  Equity  Line  of Credit between Preston Capital
Partners,  LLC  (the  "Investor")  and the Company (the "Investment Agreement").

ARTICLE  1          METHOD  OF  PAYMENT

     Payments  made  by  the  Company  in  satisfaction  of  this  Note  (each a
"Payment,"  and  collectively,  the "Payments") shall be made from each Put from
the  Equity  Line  of  Credit  with  the  Investor  given  by the Company to the
Investor.   The  Company  shall  make  payments  to  the Holder in the amount of
Thirty-three  percent  (33%) of each Put Amount (the "Payment Amount") until the
Face  Amount is paid in full, minus any fees due.   First payment will be due at
the successful Closing of the first Put ("Payment Date" or "Payment Dates"), and
all  subsequent  payments  will  be made at the Closing of every Put thereafter,
until  this  Note  is  paid  in  full.   Notwithstanding  any  provision  to the
contrary  in  this  Note,  the  Company  may  pay in full to the Holder the Face
Amount, or any balance remaining thereof, in readily available funds at any time
and  from  time  to  time  without penalty.  Failure to do so will constitute an
Event  of  Default  under  this Agreement and the Holder may immediately seek to
take  actions  as  described  under  Article  4  of  this  Agreement.

     Payments  pursuant  to this Note shall be made directly from the Closing of
each  Put  ("Put  Closing")  and  shall be wired directly to the Holder from the
Investor  on  the Closing Date.  The Holder shall retain the sole right and from
time  to  time  may  elect  to  lower  the amount of a payment ("Lowered Payment
Amount")  if  so  requested  by  the  Company. In the event of a Lowered Payment
Amount,  the next payment under this Note will be increased by the greater of 1)
the  percentage  difference  between  the  next  Payment and the Lowered Payment
Amount  (Example:  If  the  Company  places a Put for $100,000 ($25,000 of which
would  go  toward  payment  of  the  Face  Amount  of this Note) and the Company
requests  a Lowered Payment such that $15,000 will go toward payment of the Face
Amount  of  this  Note (thus, the Company owes Holder $10,000, which is 40% less
than  the  total  amount owed to the Holder under such Put), and the next Put is
for  $500,000  ($125,000  of  which will go toward payment of the Face Amount of
this  Note),  then  the  total  amount owed to the Holder under this Put will be
$125,000  multiplied  by 1.60) or 2) the actual dollar amount difference between
the  next  payment  and  the  Lowered  Payment  Amount.

     The Company hereby authorizes the Investor to make Payments directly to the
Holder upon Closing of each Put.  The Agreement shall serve as authorization for
disbursement  of  any  funds  from  the  Equity Line until such time as the Face
Amount  is  received.

ARTICLE  2             COLLATERAL

The  Company  does  hereby  agree  to allow the Holder to use the 25 Put Notices
("Collateral")  from Note Numbers February 2005 101 and April 2005 101, May 2005
101  ("Prior  Notes")  to  the  Investor  as  Collateral  for  this  Note.


ARTICLE  3             UNPAID  AMOUNTS

In  the  event  that  on the Maturity Date the Company has any remaining amounts
unpaid  on  this  Note  (the "Residual Amount"), shall cause an Event of Default
under  this  Agreement  and  the  Holder may immediately seek to take actions as
described  under  Article  4  of  this  Agreement.


ARTICLE  4          DEFAULTS  AND  REMEDIES

Section 4.1     Events of Default.  An "Event of Default" or "Default" occurs if
(a) the Company does not make the Payment of the Face Amount of this Note within
two  (2) business days of the applicable Closing of a Put  or the Maturity Date,
as  applicable,  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;  (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; (c) the
Company's  $0.001 par value common stock (the "Common Stock") is suspended or is
no  longer  listed  on  any  recognized  exchange,  including  an  electronic
over-the-counter  bulletin  board,  for in excess of two (2) consecutive trading
days;  or  (d)  the  registration  statement  for  the  underlying shares in the
Investment Agreement does not remain effective for any reason or (e) the Company
fails  to  comply  with  the Articles of this Agreement as outlined.  As used in
this  Article 4.1, 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.

     In  the  Event  of Default, the Holder may elect to secure a portion of the
Company's  assets  not to exceed 200% of the Face Amount of the Note, including,
but not limited to: accounts receivable, cash, marketable securities, equipment,
building,  land  or  inventory.  The  Holder may also elect to garnishee Revenue
from  the  Company  in  an  amount  that  will repay the Holder on the schedules
outlined  in  this  Agreement.

For  EACH  Event  of  Default,  as  outlined  in  this Agreement, the Holder can
     ----
exercise  its  right to increase the Face Amount of the Debenture by ten percent
    ---
(10%)  as an initial penalty and for each Event of Default under this Agreement.
In  addition,  the  Holder  may  elect  to  increase  the Face Amount by two and
one-half  percent  (2.5%)  per  month  paid  as  a  penalty for liquated damages
("Liquidated  Damages").  The  Liquated Damages will be compounded daily.  It is
the  intention  and  acknowledgement of both parties that the Liquidated Damages
not  be  deemed  as  interest.

In  the  event  of a Default , the Holder shall also have the right, but not the
obligation,  to  1)  switch  the  Residual  Amount to a three-year ("Convertible
Maturity  Date"),  10%  interest  bearing  convertible  debenture  at  the terms
described in Article 4.2 (the "Convertible Debenture"). At such time of Default,
the  Convertible  Debenture  shall  be  considered  closed ("Convertible Closing
Date").  If  the  Holder chooses to convert the Residual Amount to a Convertible
Debenture,  the Company shall have twenty (20) business days after notice of the
same  (the  "Notice  of Convertible Debenture") to file a registration statement
covering  an  amount  of  shares  equal  to  300%  of  the Residual Amount. Such
registration  statement  shall be declared effective under the Securities Act of
1933,  as  amended  (the  "Securities  Act"),  by  the  Securities  and Exchange
Commission  (the  "Commission")  within 40 business days of the date the Company
files such Registration Statement.   In the event the Company does not file such
registration  statement  within  twenty  (20)  business  days  of  the  Holder's
request,  or such registration statement is not declared by the Commission to be
effective  under the Securities Act within the time period described above , the
Residual  Amount  shall increase by $1,000 per day.  In the event the Company is
given the option for accelerated effectiveness of the registration statement, it
agrees  that it shall cause such registration statement to be declared effective
as  soon  as reasonably practicable.  In the event that the Company is given the
option  for accelerated effectiveness of the registration statement, but chooses
not  to  cause  such  registration  statement  to  be declared effective on such
accelerated  basis,  the  Residual  Amount  shall  increase  by  $1,000  per day
commencing  on  the  earliest date as of which such registration statement would
have  been  declared to be effective if subject to accelerated effectiveness; or
2)  the  Holder  may  increase  the  Payment Amount described under Article 1 to
fulfill  the  repayment  of the Residual Amount.  The Company shall provide full
cooperation  to  the  Holder in directing funds owed to the Holder on any Put to
the  Investor.    The  Company agrees to diligently carry out the terms outlined
in  the  Investment Agreement for delivery of any such shares.  In the event the
Company  is not diligently fulfilling its obligation to direct funds owed to the
Holder  from  Puts  to the Investor, as reasonably determined by the Holder, the
Holder  may,  after  giving the Company two (2) business days' advance notice to
cure  the  same,  elect to increase the Residual Amount of the Note by 2.5% each
day,  compounded  daily.

Article  4.2  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
which  is  before  the  close of business on the Convertible Maturity Date.  The
number of shares of Common Stock issuable upon the conversion of the Convertible
Debenture  shall be determined pursuant to Article 4.3, but the number of shares
issuable  shall  be rounded up or down, as the case may be, to the nearest whole
share.

(b)     The 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 the Convertible Debenture remains
outstanding  on the Convertible Maturity Date (the "Debenture Residual Amount"),
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
Article  4.3.

Article  4.3  Conversion  Procedure.

The Residual Amount 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, the Convertible
Debenture  to  be  converted together with a facsimile or original of the signed
notice  of  conversion  (the  "Notice  of  Conversion").   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  whether a reissuance of
the  Convertible  Debenture  is warranted, or whether the Company can retain the
Convertible  Debenture  as  to  a  continual  conversion  by  the  Holder.
Notwithstanding  the  above,  any Notice of Conversion received by 4:00 P.M. EST
shall  be deemed to have been received the following business day (receipt being
via  a  confirmation  of  the  time  such facsimile to the Company is received).

(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 the Holder's signed Notice of Conversion, the Company shall instruct
its  transfer  agent  to issue stock certificates without restrictive legends or
stop  transfer  instructions,  if  at  that time the aforementioned registration
statement  described  in Article 4.1 has been declared effective (or with proper
restrictive  legends  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.
In  the event that the Debenture is aged one year and deemed sellable under Rule
144, the Company shall, upon a Notice of Conversion, instruct the transfer agent
to issue free trading certificates without restrictive legends, subject to other
applicable  securities  laws.  The  Company  is responsible to provide all costs
associated  with  the  issuance  of the shares, including but not limited to the
opinion  letter,  FedEx  of the certificates and any other costs that arise. 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 or subject
to  applicable  law.

(b)     Conversion  Rate.  Holder  is entitled to convert the Debenture Residual
Amount , plus accrued interest, anytime following the Convertible Maturity Date,
at  the  lesser of (i) 75% of the average of the lowest closing bid price during
the  fifteen  (15)  trading  days immediately preceding the Convertible Maturity
Date  or  (ii)  75%  of  the  lowest  bid price for the twenty (20) trading days
immediately preceding the  Convertible Maturity Date ("Fixed 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  the  date  Common Stock is issued to the Holder. 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  the  Holder.

(e)     Within  five  (5)  business  days  after  receipt  of  the documentation
referred  to  above in Article 4.2, 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 the Holder one percent (1%) in cash of the dollar value of
the Debenture Residual Amount remaining after said conversion, 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  Note 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.


(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 the
Holder  of  the entire amount of Convertible Debentures then outstanding. If, at
any time the 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 of the Company) 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 the Holder, by
facsimile  within  three  (3)  business  days of such default (with the original
delivered  by  overnight  mail  or  two  day courier), and the Holder shall give
notice  to  the Company by facsimile within five (5) business days of receipt of
the  original  Notice  of  Conversion  Default  (with  the original delivered by
overnight  mail or two day courier) of its election to either nullify or confirm
the  Notice  of  Conversion.

     The  Company  agrees  to  pay  the Holder payments for a Conversion Default
("Conversion  Default  Payments")  in  the amount of (N/365), multiplied by .24,
multiplied  by the initial issuance price of the outstanding or tendered but not
converted  Convertible  Debentures  held  by the 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 the Holder 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 set forth in the first sentence of this paragraph, upon written
notice  sent  by  the  Holder  to the Company, which Conversion Default shall be
payable  as follows:  (i) in the event the Holder elects to take such payment in
cash,  cash  payments shall be made to the Holder  by the fifth (5th) 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 the first sentence of this paragraph at any
time  after  the  fifth  (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.

(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.


(h)     The  Company  shall  defend,  protect,  indemnify  and hold harmless the
Holder  and  all  of  its 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  "Article  4.3(h) 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
Article  4.3(h)  Indemnitee  is  a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys' fees and disbursements
(the  "Article  4.3(h) Indemnified Liabilities"), incurred by any Article 4.3(h)
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  Transaction  Documents 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 Transaction Documents
or  any  other  certificate,  instrument,  or  document  contemplated  hereby or
thereby,  (iii) any cause of action, suit, or claim brought or made against such
Article  4.3(h) Indemnitee by a third party and arising out of or resulting from
the  execution,  delivery,  performance,  or  enforcement  of  the  Transaction
Documents  or any other certificate, instrument, or document contemplated hereby
or thereby, (iv) any transaction financed or to be financed in whole or in part,
directly  or  indirectly,  with the proceeds of the issuance of the Common Stock
underlying  the  Convertible  Debenture ("Securities"), or (v) the status of the
Holder or holder of the Securities as an investor in the Company, 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 the Holder or
the  Investor which is specifically intended by the Holder or the Investor to be
relied  upon  by  the  Company, including for use in the preparation of any such
registration  statement,  preliminary  prospectus, or prospectus, or is based on
illegal trading of the Common Stock by the Holder or the Investor. 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 that 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.

ARTICLE  5           REGISTRATION

     The  Company agrees not to file any registration statement (including those
on Form S-8) without the prior written approval of the Holder.  In the event the
Company  does  file a registration statement without the express written consent
of  the Holder, it shall be deemed an Event of Default, and the Holder may elect
to  take  actions  under  Article  4.  The Company must also issue the Holder an
equal  number  of  Shares included in the Registration Statement as a additional
penalty  for  liquidated  damages.

ARTICLE  6          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 Note 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. Failure
to do so will constitute an Event of Default under this Agreement and the Holder
may  immediately  seek  to  take  actions  as  described under Article 4 of this
Agreement.

ARTICLE  7             ADDITIONAL  FINANCING

          The  Company  will  not enter into any additional financing agreements
without  prior  expressed  written  consent  from the Holder, which shall not be
unreasonably  withheld.  In  the  Event  the  Company  does  enter  into another
financing  arrangement  without  written  consent it will constitute an Event of
Default under this Agreement and the Holder may immediately seek to take actions
as  described  under  Article  4  of  this  Agreement.

ARTICLE  8             NOTICE

     Any  notices,  consents,  waivers  or  other  communications  required  or
permitted  to  be given under the terms of this Note 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  Holder:

     Dutchess  Private  Equities  Fund,  II,  LP
     Douglas  Leighton
     312  Stuart  Street,  Third  Floor
     Boston,  MA  02116
     (617)  960-3570

     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  Note  authorizes  or  requires  the  payment  of  money or the
performance of a condition or obligation on a Saturday or Sunday or a holiday in
which  the United States Stock Markets ("US Markets") are closed ("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 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 Note.  A "business day" shall mean a day on
which  the  US  Markets  are  open  for  a  full  day  or  half  day of trading.

ARTICLE  10            NO  ASSIGNMENT
     This  Note  shall  not  be  assigned.

ARTICLE  11           RULES  OF  CONSTRUCTION.
     In  this Note, 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 tense so
indicates,  words of the neuter gender may refer to any gender.  The numbers and
titles  of  sections  contained  in  the  Note  are  inserted for convenience of
reference  only,  and  they  neither form a part of this Note nor are they to be
used  in  the  construction or interpretation hereof.  Wherever, in this Note, 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.

ARTICLE  12            GOVERNING  LAW
     The  validity,  terms,  performance  and  enforcement of this Note 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 Commonwealth 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             RESERVED


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 Note 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 its 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  "Indemnities") 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 Note, 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
Note  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 is based on illegal trading of the
Common  Stock 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  that  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.

ARTICLE  17          HOLDER  SHARES

     The  Company  shall  issue  fifty-four  thousand  (54,000)  shares  of
unregistered,  restricted  Common  Stock  to  the Holder as an incentive for the
investment  ("Shares").  The Shares shall be issued and delivered immediately to
the  Holder  and  shall  carry  piggyback registration rights.  In the event the
Shares  are not registered in the next registration statement, the Company shall
pay to the Holder, as a penalty, twenty-four thousand (54,000) additional shares
of  common  stock for each time a registration statement is filed and the Shares
are  not  included.  The  Holder retains the right to waive such penalty, in the
event  Holder  chooses  to  do  so.

ARTICLE  18            USE  OF  PROCEEDS

     The  Company  will  use proceeds for the consulting agreement with Republic
Dial.  The  remaining  amount  will  go  toward  the purchase of the Mytel phone
switch.  This  shall  not to be used to pay down long-term debt to any financial
institution.

ARTICLE  19            SENIOR  OBLIGATION

     The  Company  shall  cause  this  Note  and  all  other  existing Notes and
Debentures with the Holder ("Holder's Debt") to be senior in right of payment to
all  other  Indebtedness  of  the  Company.

ARTICLE  20        DOCUMENT  PREPARATION  FEES

     The  Company  shall  pay  to  Dutchess  Advisors,  LLC ten thousand dollars
($10,000)  directly  from  closing,  for  the  preparation  of  documents.

ARTICLE  21  REVOLVER  DUE  TO  HOLDER AND EFUND CAPITAL PARTNERS, LLC ("EFUND")

     The  Company  agrees  to  pay  off the Revolver funded by eFund and Holder,
dated  March 9, 2004 (the "Revolver"), including any interest due as outlined in
the  Revolver,  after  the  Face  Amount is paid off in full on the same Payment
schedule  outlined  in  Article  1.  The  Holder hereby agrees that this article
supersedes  the  Prior Note's Articles 20.  Failure to make payments as outlined
will  constitute  an  Event  of  Default under this Agreement and the Holder may
immediately seek to take actions as described under Article 4 of this Agreement.
Until  such time as both the Face Amount and the Revolver is fully paid off, the
terms  and  conditions  of  this  Agreement  shall be in effect and all Articles
enforceable,  including  any  Events  of  Default.

Any  misrepresentations  shall  be  considered  a  breach  of  contract and will
constitute  an  Event  of  Default  under  this  Agreement  and  the  Holder may
immediately seek to take actions as described under Article 4 of this Agreement.
                                      *****

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

                         By:     /s/  Michael  Hill
                                 ------------------
                         Name:     Michael  Hill
                         Title:     Chief  Executive  Officer


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

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