Exhibit 10.3


    
      

    

    
       

      AMENDMENT
        

    

    


    This
      Amendment (“Amendment”),
      dated
      as of March 1, 2006, is entered into by and among M-WAVE,
      INC.,
      a
      Delaware corporation (the “Company”), and
      MERCATOR MOMENTUM FUND, LP (“MMF”),
      MERCATOR MOMENTUM FUND III, LP (“MMF
      III”),
      and
      MONARCH POINTE FUND, LTD. (“MONARCH”
and,
      collectively with MMF and MMF III, the “Purchasers”),
      and M.A.G.
      CAPITAL, LLC (“MAG”), for the purpose of amending the terms of the common stock
      purchaser warrants listed on Exhibit A hereto (as amended, modified or
      supplemented from time to time, the “Warrants”)
      issued
      by the Company to MAG and the Purchasers. Capitalized terms used herein without
      definition shall have the meanings ascribed to such terms in the
      Warrants.

    


    WHEREAS,
      the Company previously issued the Warrants to MAG at exercise prices ranging
      from $1.02 to $1.27 (“Exercise
      Prices”)
      in
      connection with both the purchase of Series A Convertible Preferred Stock of
      the
      Company and the issuances of the Company’s subordinated debt, both to MAG and
      the Purchasers.

    


    WHEREAS,
      the Company has agreed to re-price the Warrants in connection with the purchase
      of Series B Convertible Preferred Stock of the Company by MAG and the Purchasers
      pursuant to the subscription agreement dated March 1, 2006 by and among the
      Company, MAG and the Purchasers (the “Series
      B Subscription Agreement”).

     

    NOW,
      THEREFORE, in accordance with Section 5.6 of the Warrants and in consideration
      of the above, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto amend the
      Warrants and agree as follows:

    


    1.     The
      Company agrees to re-price the Exercise Prices of the Warrants from the Exercise
      Prices set forth therein to $0.69 (the price that is $0.01 above the closing
      bid
      price on the business day immediately preceding the date the Series B
      Subscription Agreement is entered into).

    


    2.     This
      Amendment shall be effective as of the date following the execution and delivery
      of same by each of the Company, MAG and the Purchasers.

    


    3.     Except
      as
      specifically set forth in this Amendment, there are no other amendments to
      the
      Warrants, and all of the other forms, terms and provisions of the Warrants
      shall
      remain unmodified and in full force and effect.

    


    4.     This
      Amendment shall be binding upon the parties hereto and their respective
      successors and permitted assigns and shall inure to the benefit of and be
      enforceable by each of the parties hereto and its successors and permitted
      assigns. THIS
      AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
      THE
      LAW OF THE STATE OF CALIFORNIA.
      This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall constitute one instrument. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      each of
      the Company, MAG and the Purchasers has caused this Amendment to be effective
      and signed in its name effective as of the date set forth above.

     

    
      	 	
              M-WAVE,
                INC.

            
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	 
	
              /s/
                Jim Mayer

            	 
	 	
              Name:
                

            	
              Jim
                Mayer

            
	 	
              Title:
                

            	
              Interim
                Chief Executive Officer

            
	 	 
	 	
              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

            


    

     

    [Signature
      Page to Amendment to Warrants, dated as of March 1, 2006]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    WARRANTS

     

    
      	
              Date

            	
              MMF
                III

            	
              MMF

            	
              Monarch

            	
              MAG

            	
              Total

            	
              Exercise

               Price

               

            
	
              June
                2004

               

            	
              190,470

               

            	
              270,900

               

            	
              168,630

               

            	
              900,000

               

            	
              1,530,000

               

            	
              1.27

               

            
	
              February
                2005

               

            	
              0

               

            	
              114,783

               

            	
              233,043

               

            	
              86,957

               

            	
              434,783

               

            	
              1.15

               

            
	
              June
                2005

               

            	
              54,667

               

            	
              33,333

               

            	
              45,333

               

            	
              33,333

               

            	
              166,666

               

            	
              1.02

               

            
	
               

               

            	
               

               

            	
               

               

            	
               

               

            	
               

               

            	
               

               

            	
               

               

            
	
              Total

               

            	
              245,137

               

            	
              419,016

               

            	
              447,006

               

            	
              1,020,290

               

            	
              2,131,449