Exhibit 10.2


    
      

    


    EXHIBIT
      B

    to
      Subscription Agreement

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    AGREEMENT
      dated as
      of March 1,
      2006,
      between MERCATOR MOMENTUM FUND, L.P., MERCATOR MOMENTUM FUND III, L.P,
      MONARCH POINTE FUND, LTD. (collectively, the "Funds")
      and
      M.A.G. CAPITAL, LLC ("MAG")
      (the
      Funds and MAG are referred to individually as a "Holder"
      and
      collectively as the "Holders"),
      and
      M-WAVE, INC., a Delaware corporation (the "Company").

     

    WHEREAS,
      pursuant to that certain Subscription Agreement, dated as of March 1, 2006,
      among the Company and the Holders (the "Subscription
      Agreement"),
      the
      Funds are purchasing, in exchange for certain securities and the cancellation
      of
      certain indebtedness, an aggregate of 64,648 shares of Series B Convertible
      Preferred Stock (together, the "Series B
      Stock")
      from
      the Company, and have the right to cause their Series B Stock to be
      converted into shares of Common Stock (the "Common
      Stock"),
      of
      the Company, pursuant to the conversion formula set forth in the Certificate
      of
      Designations of Preferences and Rights of Series B Convertible Preferred Stock
      of M-Wave, Inc. (the "Certificate
      of Designations"); 

     

    WHEREAS,
      pursuant to that certain Subscription Agreement, dated as of June 17, 2004,
      among the Company and the Holders (the "Series
      A Subscription Agreement"),
      the
      Funds purchased an aggregate of 30,000 shares of Series A Convertible
      Preferred Stock (together, the "Series A
      Stock")
      from
      the Company, and have the right to cause their Series A Stock to be
      converted into shares of Common Stock, pursuant to the conversion formula set
      forth in the Certificate of Designations of Preferences and Rights of Series
      A
      Convertible Preferred Stock of M-Wave, Inc.;

     

    WHEREAS,
      the
      Holders acquired warrants (collectively, the "Warrants")
      from
      the Company pursuant to the Series A Subscription Agreement and in connection
      with Promissory Notes issued by the Company in favor of the Funds on June 16,
      2005, and the Holders, together, have the right to purchase in the aggregate
      up
      to 2,131,449 shares of the Common Stock through the exercise of the
      Warrants;

     

    WHEREAS,
      the
      Company desires to grant to the Holders the registration rights set forth herein
      with respect to the shares of Common Stock issuable upon the conversion of
      the
      Series A Stock and the Series B Stock and upon the exercise of the
      Warrants.

     

    NOW,
      THEREFORE,
      the
      parties hereto mutually agree as follows:

     

    1.     Registrable
      Securities. 
       As used herein the terms "Registrable
      Security"
      means
      each of the shares of Common Stock (i) issued upon the conversion of the Series
      B Stock (the "B
      Conversion Shares"),
      (ii)
      issued upon the conversion of the Series A Stock (the "A
      Conversion Shares,"
      and
      together with the A Conversion Shares, the "Conversion
      Shares")
      and
      (iii) issued upon exercise of the Warrants (the "Warrant
      Shares"),
      provided, however, that with respect to any particular Registrable Security,
      such security shall cease to be a Registrable Security when, as of the date
      of
      determination that (a) it has been effectively registered under the
      Securities Act of 1933, as amended (the "Securities
      Act"),
      and
      disposed of pursuant thereto, or (b) registration under the Securities Act
      is no longer required for the immediate public distribution of such security.
      The term "Registrable
      Securities"
      means
      any and/or all of the securities falling within the foregoing definition of
      a
      "Registrable Security." In the event of any merger, reorganization,
      consolidation, recapitalization or other change in corporate structure affecting
      the Common Stock, such adjustment shall be made in the definition of
      "Registrable Security" as is appropriate in order to prevent any dilution or
      enlargement of the rights granted pursuant to this Section 1.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    
      	 	
              2.

            	
              Registration.

            


    

     

    (a)     The
      Company shall file a registration statement (the "Registration
      Statement")
      with
      the Securities and Exchange Commission (the "Commission")
      on or
      prior to the Filing Deadline (as defined below), in order to register the resale
      of the Registrable Securities under the Securities Act. Once effective, the
      Company shall maintain the effectiveness of the Registration Statement until
      the
      earlier of (i) the date that all of the Registrable Securities have been
      sold, or (ii) the date that the Company receives an opinion of counsel to
      the Company that all of the Registrable Securities may be freely traded without
      registration under the Securities Act, under Rule 144 promulgated under the
      Securities Act or otherwise. The term "Filing Deadline" means (i) in the event
      that within 45 days after the Closing Date (as that term is defined in the
      Subscription Agreement) the Company enters into any agreement (a "Merger
      Agreement") to effect a merger, reorganization, consolidation, recapitalization,
      sale of substantial assets or similar transaction, the date that is 45 days
      after the Company enters into such Merger Agreement, or (ii) in the event that
      the Company does not enter into a Merger Agreement within 45 days after the
      Closing Date, the date that is 60 days after the Closing Date. 

     

    (b)     The
      Company
      will initially include in the Registration Statement as Registrable Securities
      11,870,453
      shares
      of Common Stock.

     

    (c)     Depending
      on whether the Registration Statement has previously become effective with
      the
      Commission, the Company shall register additional shares if and as required
      pursuant to the Subscription Agreement or the Certificate of Designations either
      by amending the Registration Statement to increase the number of shares that
      it
      covers or by filing a new registration statement. Any such new registration
      statement shall thereafter be deemed part of the Registration Statement for
      the
      purposes of this Agreement.

     

    
      	 	
              3.

            	
              Covenants
                of the Company with Respect to Registration.

            


    

     

    The
      Company covenants and agrees as follows:

     

    (a)     The
      Company shall use its best efforts to cause the Registration Statement to become
      effective with the Commission
      as
      promptly as possible and (i) in the event that the Company enters into a Merger
      Agreement within 45 days after the Closing Date, not later than 150 days after
      the date the Company enters into such Merger Agreement and (ii) in the event
      that the Company does not enter into a Merger Agreement within 45 days after
      the
      Closing Date, within 60 days of the date the Registration Statement is filed
      with the Commission. If any stop order shall be issued by the Commission in
      connection therewith, the Company shall use its best efforts to obtain promptly
      the removal of such order. Following the effective date of the Registration
      Statement, the Company shall, upon the request of any Holder, forthwith supply
      such reasonable number of copies of the Registration Statement, preliminary
      prospectus and prospectus meeting the requirements of the Securities Act, and
      any other documents necessary or incidental to the public offering of the
      Registrable Securities, as shall be reasonably requested by the Holder to permit
      the Holder to make a public distribution of the Holder's Registrable Securities.
      The obligations of the Company hereunder with respect to the Holder's
      Registrable Securities are subject to the Holder's furnishing to the Company
      such appropriate information concerning the Holder, the Holder's Registrable
      Securities and the terms of the Holder's offering of such Registrable Securities
      as the Company may reasonably request in writing.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    (b)     The
      Company shall pay all costs, fees and expenses in connection with the
      Registration Statement filed pursuant to Section 2 hereof including,
      without limitation, the Company's legal and accounting fees, printing expenses,
      and blue sky fees and expenses; provided, however, that each Holder shall be
      solely responsible for the fees of any counsel retained by the Holder in
      connection with such registration and any transfer taxes or underwriting
      discounts, commissions or fees applicable to the Registrable Securities sold
      by
      the Holder pursuant thereto.

     

    (c)     The
      Company will take all necessary actions which may be required to qualify or
      register the Registrable Securities included in the Registration Statement
      for
      the offer and sale under the securities or blue sky laws of such states as
      are
      reasonably requested by each Holder of such securities, provided that the
      Company shall not be obligated to execute or file any general consent to service
      of process or to qualify as a foreign corporation to do business under the
      laws
      of any such jurisdiction.

     

    
      	 	
              4.

            	
              Additional
                Terms.

            


    

     

    (a)     The
      Company shall indemnify and hold harmless the Holders and each underwriter,
      within the meaning of the Securities Act, who may purchase from or sell for
      any
      Holder, any Registrable Securities, from and against any and all losses, claims,
      damages and liabilities caused by any untrue statement of a material fact
      contained in the Registration Statement, any other registration statement filed
      by the Company under the Securities Act with respect to the registration of
      the
      Registrable Securities, any post-effective amendment to such registration
      statements, or any prospectus included therein or caused by any omission to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, except insofar as such losses, claims,
      damages or liabilities are caused by any such untrue statement or omission
      based
      upon information furnished or required to be furnished in writing to the Company
      by the Holders or underwriter expressly for use therein, which indemnification
      shall include each person, if any, who controls any Holder or underwriter within
      the meaning of the Securities Act and each officer, director, employee and
      agent
      of each Holder and underwriter; provided, however, that the indemnification
      in
      this Section 4(a) with respect to any prospectus shall not inure to the
      benefit of any Holder or underwriter (or to the benefit of any person
      controlling any Holder or underwriter) on account of any such loss, claim,
      damage or liability arising from the sale of Registrable Securities by the
      Holder or underwriter, if a copy of a subsequent prospectus correcting the
      untrue statement or omission in such earlier prospectus was provided to such
      Holder or underwriter by the Company prior to the subject sale and the
      subsequent prospectus was not delivered or sent by the Holder or underwriter
      to
      the purchaser prior to such sale and provided further, that the Company shall
      not be obligated to so indemnify any Holder or any such underwriter or other
      person referred to above unless the Holder or underwriter or other person,
      as
      the case may be, shall at the same time indemnify the Company, its directors,
      each officer signing the Registration Statement and each person, if any, who
      controls the Company within the meaning of the Securities Act, from and against
      any and all losses, claims, damages and liabilities caused by any untrue
      statement of a material fact contained in the Registration Statement, any
      registration statement or any prospectus required to be filed or furnished
      by
      reason of this Agreement or caused by any omission to state therein a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading, insofar as such losses, claims, damages or liabilities are
      caused by any untrue statement or omission based upon information furnished
      in
      writing to the Company by the Holder or underwriter expressly for use
      therein.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    (b)     If
      for
      any reason the indemnification provided for in the preceding section is held
      by
      a court of competent jurisdiction to be unavailable to an indemnified party
      with
      respect to any loss, claim, damage, liability or expense referred to therein,
      then the indemnifying party, in lieu of indemnifying such indemnified party
      thereunder, shall contribute to the amount paid or payable by the indemnified
      party as a result of such loss, claim, damage or liability in such proportion
      as
      is appropriate to reflect the relative fault of the indemnified party and the
      indemnifying party, as well as any other relevant equitable
      considerations.

     

    (c)     Neither
      the filing of a Registration Statement by the Company pursuant to this Agreement
      nor the making of any request for prospectuses by the Holder shall impose upon
      any Holder any obligation to sell the Holder's Registrable
      Securities.

     

    (d)     Each
      Holder, upon receipt of notice from the Company that an event has occurred
      which
      requires a Post-Effective Amendment to the Registration Statement or a
      supplement to the prospectus included therein, shall promptly discontinue the
      sale of Registrable Securities until the Holder receives a copy of a
      supplemented or amended prospectus from the Company, which the Company shall
      provide as soon as practicable after such notice.

     

    (e)     If
      the
      Company fails to keep the Registration Statement referred to above continuously
      effective during the requisite period, then the Company shall, promptly upon
      the
      request of any Holder, use its best efforts to update the Registration Statement
      or file a new registration statement covering the Registrable Securities
      remaining unsold, subject to the terms and provisions hereof.

     

    (f)     Each
      Holder agrees to provide the Company with any information or undertakings
      reasonably requested by the Company in order for the Company to include any
      appropriate information concerning the Holder in the Registration Statement
      or
      in order to promote compliance by the Company or the Holder with the Securities
      Act.

     

    (g)     The
      Company agrees that it shall cause each of its directors, officers and
      shareholders owning ten percent (10%) or more of the Company's outstanding
      Common Stock to refrain from selling any shares of the Company's Common Stock
      until the Registration Statement has been declared effective.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    (h)     Each
      Holder, on behalf of itself and its affiliates and the permitted assignee of
      any
      Conversion Shares or Warrant Shares, hereby covenants and agrees not to,
      directly or indirectly, offer to "short sell", contract to "short sell" or
      otherwise "short sell" any securities of the Company, including, without
      limitation, shares of Common Stock that will be received as a result of the
      conversion of the Series B Stock or the exercise of the Warrants.

     

    5.     Governing
      Law.  
      The Registrable Securities will be, if and when issued, delivered in
California.
      This
      Agreement shall be deemed to have been made and delivered in the State of
California
      and
      shall be governed as to validity, interpretation, construction, effect and
      in
      all other respects by the internal substantive laws of the State of California,
      without
      giving effect to the choice of law rules thereof.

     

    6.     Amendment.  
      This Agreement may only be amended by a written instrument executed by the
      Company and the Holders.

     

    7.    Entire
      Agreement.  
      This Agreement constitutes the entire agreement of the parties hereto with
      respect to the subject matter hereof, and supersedes all prior agreements and
      understandings of the parties, oral and written, with respect to the subject
      matter hereof.

     

    8.     Execution
      in Counterparts.  
      This Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and the
      same document.

     

    9.     Notices.  
      All notices, requests, demands and other communications hereunder shall be
      in
      writing and shall be deemed duly given when delivered by hand or mailed by
      registered or certified mail, postage prepaid, return receipt requested, as
      follows:

     

    
      	 	
              If
                to the Holders,

            	
              M.A.G.
                Capital, LLC

            


    

    
      	 	 	
              Mercator
                Momentum Fund, L.P.

            


    

    
      	 	 	
              Mercator
                Momentum Fund III, L.P.

            


    

    
      	 	 	
              Monarch
                Pointe Fund, Ltd. 

            


    

    
      	 	 	
              555
                South Flower Street, Suite 4200

            


    

    
      	 	 	
              Los
                Angeles, CA 90071

            


    

    
      
        	 	 	
                Attention:
                  David Firestone

              


      

      
        	 	 	 


      

    

    
      	 	
              With
                a copy to

            	
              Sheppard
                Mullin Richter & Hampton LLP

            


    

    
      	 	 	
              333
                South Hope Street

            


    

    
      	 	 	
              48th
                Floor

            


    

    
      	 	 	
              Los
                Angeles, CA 90071-1448

            


    

    
      	 	 	
              Telephone
                No.: (213) 620-1780

            


    

    
      	 	 	
              Facsimile
                No.: (213) 620-1398

            


    

    
      
        	 	 	
                Attention:
                  David C. Ulich

              


      

      
        	 	 	 


      

    

    
      	 	
              If
                to the Company,

            	
              M-Wave,
                Inc. 

            


    

    
      	 	 	
              11533
                Franklin Avenue, 2nd
                Floor

            


    

    
      	 	 	
              Franklin
                Park, Illinois 60131

            


    

    
      	 	 	
              Telephone
                No.: 630-562-4751

            


    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    
      	 	 	
              Facsimile
                No.: 630-562-1775

            


    

    
      
        	 	 	
                Attention:
                  Jim Mayer

              


      

      
        	 	 	 


      

    

    
      	 	
              With
                a copy to

            	
              Ellenoff
                Grossman & Schole LLP

            


    

    
      	 	 	
              370
                Lexington Avenue, Floor 19

            


    

    
      	 	 	
              New
                York, New York 10017

            


    

    
      	 	 	
              Telephone
                No.: 212-370-1300

            


    

    
      	 	 	
              Facsimile
                No.: 212-370-7889

            


    

    
      	 	 	
              Attention:
                Barry I. Grossman

            


    

    


    10.     Binding
      Effect; Benefits.  
      Any Holder may assign its rights hereunder. This Agreement shall inure to the
      benefit of, and be binding upon, the parties hereto and their respective heirs,
      legal representatives, successors and assigns. Nothing herein contained, express
      or implied, is intended to confer upon any person other than the parties hereto
      and their respective heirs, legal representatives and successors, any rights
      or
      remedies under or by reason of this Agreement.

     

    11.     Headings.  
      The headings contained herein are for the sole purpose of convenience of
      reference, and shall not in any way limit or affect the meaning or
      interpretation of any of the terms or provisions of this Agreement.

     

    12.    Severability.  
      Any provision of this Agreement which is held by a court of competent
      jurisdiction to be prohibited or unenforceable in any jurisdiction(s) shall
      be,
      as to such jurisdiction(s), ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions of this Agreement
      or affecting the validity or enforceability of such provision in any other
      jurisdiction.

     

    13.     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 8 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 other
      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.

     

    14.     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.

     

    [The
      balance of this page is intentionally left blank.]

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been executed and delivered by the parties hereto as of the date
      first above written.

     

    
      	 	
              M-WAVE,
                INC.

            
	 	 
	 	 
	 	
              By:
                

            	 
	
              /s/
                Joseph A.Turek

            	 
	 	
              Name:

            	
              Joseph
                A.Turek

            	 
	 	
              Its:

            	
              President

            	 
	 	 	 	 
	 	
              HOLDERS:

            
	 	 	 	 
	 	
              MERCATOR
                MOMENTUM FUND, L.P.

            
	 	
              BY:
                M.A.G. CAPITAL, LLC

            
	 	
              ITS
                GENERAL PARTNER

            
	 	 
	 	 
	 	
              By:
                

            	 
	
              /s/
                David Firestone

            	 
	 	
              Name:

            	
              David
                Firestone

            	 
	 	
              Its:

            	
              Managing
                Member

            	 
	 	 
	 	
              MERCATOR
                MOMENTUM FUND III, L.P.

            
	 	
              BY:
                M.A.G. CAPITAL, LLC

            
	 	
              ITS
                GENERAL PARTNER

            
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	 
	
              /s/
                David Firestone

            	 
	 	
              Name:

            	
              David
                Firestone

            	 
	 	
              Its:

            	
              Managing
                Member

            	 
	 	 
	 	
              M.A.G.
                CAPITAL, LLC

            
	 	 
	 	 
	 	
              By:
                

            	 
	
              /s/
                David Firestone

            	 
	 	
              Name:

            	
              David
                Firestone

            	 
	 	
              Its:

            	
              Managing
                Member

            	 
	 	 	 	 
	 	
              MONARCH
                POINTE FUND, LTD.

            
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	 
	
              /s/
                David Firestone

            	 
	 	
              Name:

            	
              David
                Firestone

            	 
	 	
              Its:

            	
              Managing
                Member

            	 


    

     

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