Exhibit 10.4


    
      

    


    VOTING
      AGREEMENT

     

    AGREEMENT
      (the "Agreement") entered into as of February 6, 2006, by and between Joseph
      A.
      Turek (the "Shareholder"), M.A.G. Capital, LLC, a California limited liability
      company ("M.A.G."), and Mercator Momentum Fund III, a California limited
      partnership (the "Lender"), Mercator Momentum Fund, a California limited
      partnership ("Momentum Fund"), and Monarch Pointe Fund, Ltd., a corporation
      organized under the laws of the British Virgin Islands ("MPF" and, with the
      Lender and Momentum Fund, the "M.A.G. Funds").

     

    RECITALS

     

    The
      Shareholder is the owner of voting securities of M-Wave, Inc., a Delaware
      corporation (the "Company"). M.A.G. and the M.A.G. Funds (together, the "M.A.G.
      Parties") also own securities issued by the Company. The Company is indebted
      to
      the Lender. The Company has requested that the Lender enter into an agreement
      with the Company entitled First Amendment to Loan and Security Agreements (the
      "Amendment") to modify certain of the terms of the indebtedness of the Company
      to the Lender.

     

    The
      Company has further requested that the M.A.G. Funds enter into various
      agreements with the Company that provide for the exchange by the M.A.G. Funds
      of
      senior and subordinated indebtedness of the Company for its shares of
      Series B Preferred Stock of the Company and warrants to purchase common
      stock (the "Series B Agreements"). The Series B Agreements provide that the
      Series B Preferred Stock will be convertible into common stock of the Company,
      but that the amount of common stock that may be acquired pursuant to such
      conversion is limited to that number of shares of common stock that constitutes
      19.9% of the outstanding common stock on the date of the Agreements unless
      and
      until the Shareholders of the Company approve the conversion of all of the
      Series B Preferred Stock into shares of common stock free from this limitation
      (the "Shareholder Approval"). 

     

    The
      Company intends to attempt to identify and pursue a transaction in which the
      Company would make a significant acquisition of another company or the business
      or assets of another company (an "Acquisition"). The Board of Directors of
      the
      Company has established a special committee of the board (the "Committee")
      to
      review and consider potential Acquisitions.

     

    The
      Lender requires, as a condition to its execution of the Amendment, and the
      M.A.G. Funds require, as a condition to their execution of the Series B
      Agreements, that the Shareholder enter into this Agreement, pursuant to which
      the Shareholder agrees to vote all of the voting securities of the Company
      that
      he owns or otherwise controls (i) in favor of any Acquisition that is
      recommended by the Committee (a "Recommended Acquisition"), (ii) in favor
      of any related proposal or transaction that is necessary to effect any
      Recommended Acquisition, and (iii) in favor of the Shareholder Approval.
      The Shareholder believes that the Amendment and the Series B Agreements
      will provide a direct benefit to the Company and an indirect benefit to him
      as a
      shareholder of the Company and has agreed to enter into this Agreement to induce
      the Lender to execute the Amendment and the M.A.G. Funds to execute the Series
      B
      Agreements.

     

    
      
        
        

      

      
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    NOW,
      THEREFORE, in consideration of the mutual agreements, covenants, representations
      and warranties contained herein and intending to be legally bound hereby, the
      parties hereto agree as follows:

     

    1.     Voting
      Agreement.  
      The Shareholder hereby agrees to vote all voting securities of the Company
      now
      or at any time hereafter owned or controlled by him of record or beneficially
      or
      with respect to which he holds a proxy (i) in favor of any Recommended
      Acquisition, (ii) in favor of any related proposal or transaction that is
      necessary to effect any Recommended Acquisition and (iii) in favor of the
      Shareholder Approval. This undertaking shall terminate on the earlier of the
      first anniversary of this Agreement or the closing of the Recommended
      Acquisition.

     

    2.     Transfer
      Restriction.  
      The Shareholder shall not, until after the earlier of the first anniversary
      of
      this Agreement or the closing of the Recommended Acquisition, sell, assign,
      otherwise transfer or encumber any voting securities of the Company that he
      owns
      as of the date of this Agreement or that he acquires during the term of the
      commitment made in the preceding portion of this sentence, give up voting
      control over any voting securities of the Company with respect to which he
      holds
      a proxy or over which he otherwise has voting control on the date of this
      Agreement or with respect to which he obtains a proxy or over which he otherwise
      obtains voting control during the term of the commitment made in the preceding
      portion of this sentence or execute any proxy with respect to any of such voting
      securities or enter into any agreement or other arrangement relating to the
      voting of any of such voting securities other than this Agreement.

     

    3.     Representations
      and Warranties of the Shareholder.  
      The Shareholder represents and warrants to the M.A.G. Parties that:

     

    (a)     This
      Agreement is a valid and binding agreement of the Shareholder, enforceable
      against the Shareholder in accordance with its terms;

     

    (b)     Neither
      the execution of this Agreement by the Shareholder nor the performance by the
      Shareholder of his obligations hereunder will constitute a violation of or
      default under, or conflict with, any contract, commitment, agreement,
      understanding, arrangement or restriction of any kind by which the Shareholder
      is bound;

     

    (c)     No
      consent, approval, order or authorization of any court, administrative agency
      or
      other governmental entity or any other person as required by or with respect
      to
      the Shareholder in connection with the execution and delivery of this Agreement
      by the Shareholder;

     

    (d)     On
      the
      date hereof the Shareholder has sole voting power or power to direct the vote
      with respect to the voting securities of the Company described at the end of
      this Agreement, and the Shareholder has not granted any proxy with respect
      to
      such voting securities that is in effect on the date hereof;

     

    (e)     The
      Shareholder has not, with the exception of this Agreement, subjected any of
      the
      voting securities of the Company owned by him to any voting trust or any other
      agreement, understanding or arrangement; and

     

    
      
        
        

      

      
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    (f)     The
      Shareholder acknowledges that this Agreement is made for the benefit of each
      of
      the M.A.G. Parties, each of which may recover any damages from the Shareholder
      that it may suffer as a result of any breach of this Agreement by the
      Shareholder. 

     

    4.    Representations
      and Warranties of the Shareholder.  
      The M.A.G. Parties represent and warrant to the Shareholder that:

     

    (a)     This
      Agreement is a valid and binding agreement of the M.A.G. Parties, enforceable
      against them in accordance with its terms;

     

    (b)     Neither
      the execution of this Agreement by the M.A.G. Parties nor the performance by
      the
      M.A.G. Parties of their obligations hereunder will constitute a violation of
      or
      default under, or conflict with, any contract, commitment, agreement,
      understanding, arrangement or restriction of any kind by which any of the M.A.G.
      Parties is bound; and 

     

    (c)     No
      consent, approval, order or authorization of any court, administrative agency
      or
      other governmental entity or any other person as required by or with respect
      to
      the M.A.G. Parties in connection with the execution and delivery of this
      Agreement by the M.A.G. Parties.

     

    5.     Indemnification.  
      The Shareholder, in the one hand, and the M.A.G. Parties, on the other hand,
      each agree to indemnify and defend the other from and against all losses
      resulting from or arising out of (i) any inaccuracy in or any breach of any
      representation, warranty, covenant or agreement of the indemnifying party
      contained in this Agreement or (ii) any breach by the indemnifying party of
      any obligation imposed upon the indemnifying party by this Agreement; provided,
      however, that neither the aggregate liability of the Shareholder to the M.A.G.
      Parties under this Section 5, nor the aggregate liability of the M.A.G. Parties
      to the Shareholder under this Section 5, shall exceed the product of the closing
      price of the Common Stock of the Company on the date of this Agreement and
      the
      number of shares of the Common Stock of the Company held by the Shareholder
      on
      the date of this Agreement.

     

    6.     Specific
      Performance.  
      The Shareholder acknowledges that irreparable injury would occur in the event
      any of the provisions hereof were not performed in accordance with their
      specific terms or were otherwise breached. Accordingly, the Shareholder agrees
      that each of the M.A.G. Parties shall be entitled to an injunction or
      injunctions to prevent breaches of the provisions hereof and to enforce
      specifically the terms and provisions hereof in any court of competent
      jurisdiction in the United States or any state thereof, in addition to any
      other
      remedy to which any of the M.A.G. Parties may be entitled at law or
      equity.

     

    7.     Termination.  
      This Agreement shall terminate upon the termination of the commitment made
      by
      the Shareholder in Section 1.

     

    8.     Miscellaneous
      Provisions.

     

    
      
        
        

      

      
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    (a)     Addresses
      for Notices. 
      Any notice or other document required or permitted to be given or delivered
      to
      any of the M.A.G. Parties shall be delivered or forwarded to M.A.G. at 555
      South
      Flower Street, Suite 4200, Los Angeles, California 90071, Attention: David
      F.
      Firestone (Facsimile No. 213/553-8285), or to such other address or number
      as
      shall have been furnished to the Shareholder in writing by M.A.G., with a copy
      to Sheppard Mullin Richter & Hampton LLP, 333 South Hope Street,
      48th Floor, Los Angeles, California 90071-1448 Attention David C. Ulich
      (Facsimile No. 213/620-1398). Any notice or other document required or permitted
      to be given or delivered to the Shareholder shall be delivered or forwarded
      to
      the Shareholder at 11533 Franklin Avenue, Franklin Park, Illinois 60131
      (Facsimile No. 630 929-9755), with a copy to
      ________________________________________ (Facsimile No. 630 390 2275), or to
      such other address or number as shall have been furnished to M.A.G. and the
      Lender in writing by the Shareholder. 

     

    (b)     Effectiveness
      of Notices. 
      All notices, requests and approvals required by this Agreement shall be in
      writing and shall be conclusively deemed to be given (i) when hand-delivered
      to
      the other party, (ii) when received if sent by facsimile at the address and
      number set forth above; provided that notices given by facsimile shall not
      be
      effective, unless either (a) a duplicate copy of such facsimile notice is
      promptly given by depositing the same in the mail, postage prepaid and addressed
      to the party as set forth below or (b) the receiving party delivers a written
      confirmation of receipt for such notice by any other method permitted under
      this
      paragraph; and further provided that any notice given by facsimile received
      after 5:00 p.m. (recipient’s time) or on a non-business day shall be deemed
      received on the next business day; (iii) five (5) business days after deposit
      in
      the United States mail, certified, return receipt requested, postage prepaid,
      and addressed to the party as required by Section 8(a), or (iv) the next
      business day after deposit with an international overnight delivery service,
      postage prepaid, addressed to the party as required by Section 8(a) with next
      business day delivery guaranteed; provided that the sending party receives
      confirmation of delivery from the delivery service provider.

     

    (c)     Governing
      Law. 
      This Agreement shall be governed by and construed in accordance with the laws
      of
      the State of California as applied to agreements among California residents
      made
      and to be performed entirely within the State of California, without giving
      effect to the conflict of law principles thereof.

     

    (d)     Waiver,
      Amendments and Headings. 
      This Agreement and any provision hereof may be changed, waived, discharged
      or
      terminated only by an instrument in writing signed by both parties (either
      generally or in a particular instance and either retroactively or
      prospectively). The headings in this Agreement are for purposes of reference
      only and shall not affect the meaning or construction of any of the provisions
      hereof. 

     

    (e)     Jurisdiction. 
      Each of the parties irrevocably agrees that any and all suits or proceedings
      based on or arising under this Agreement may be brought only in and shall be
      resolved in the federal or state courts located in the City of Los Angeles,
      California and consents to the jurisdiction of such courts for such purpose.
      Each of the parties irrevocably waives the defense of an inconvenient forum
      to
      the maintenance of such suit or proceeding in any such court. Each of the
      parties further agrees that service of process upon such party mailed by first
      class mail to the address set forth in Section 6(a) shall be deemed in every
      respect effective service of process upon such party in any such suit or
      proceeding. Nothing herein shall affect the right of a party to serve process
      in
      any other manner permitted by law. Each of the parties agrees that a final
      non-appealable judgment in any such suit or proceeding shall be conclusive
      and
      may be enforced in other jurisdictions by suit on such judgment or in any other
      lawful manner.

     

    
      
        
        

      

      
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    (f)    Attorneys'
      Fees and Disbursements. 
      If any action at law or in equity is necessary to enforce or interpret the
      terms
      of this Agreement, the prevailing party or parties shall be entitled to receive
      from the other party or parties reasonable attorneys’ fees and disbursements in
      addition to any other relief to which the prevailing party or parties may be
      entitled. 

     

    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed as the
      date first above written.

     

    Voting
      Securities of the Company held by the Shareholder:    1,379,000.

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first set forth above.

     

    
      	 	
              /s/
                Joseph A. Turek

            	 
	 	
              Joseph
                A. Turek

            	 
	 	 
	 	
              M.A.G.
                Capital, LLC

            
	 	 
	 	
              By:

            	 
	
              /s/
                David F. Firestone

            	 
	 	 	
              David
                F. Firestone,

            	 
	 	 	
              Managing
                Member

            	 
	 	 
	 	 
	 	
              Mercator
                Momentum Fund III, L.P.

            
	 	 
	 	
              By:

            	
              M.A.G.
                Capital, LLC,

            
	 	 	
              General
                Partner

            
	 	 	 
	 	
              By: 

            	 
	
              /s/
                David F. Firestone

            	 
	 	 	
              David
                F. Firestone,

            
	 	 	
              Managing
                Member

            


    


    
      
        
        

      

      
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                Mercator
                  Momentum Fund, L.P.

              
	 	 	 	 
	 	
                By:

              	
                M.A.G.
                  Capital, LLC,

              	 
	 	 	
                General
                  Partner

              	 
	 	 	 	 
	 	
                By:

              	 
	
                /s/
                  David F. Firestone

              	 
	 	 	
                David
                  F. Firestone,

              
	 	 	
                Managing
                  Member

              
	 	 	 
	 	 	 	 
	 	
                Monarch
                  Pointe Fund, Ltd.

              
	 	 
	 	 
	 	
                By:

              	 
	
                /s/
                  David F. Firestone

              	 
	 	 	
                David
                  F. Firestone,

              
	 	 	
                Managing
                  Member

              


      

    

     

     

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