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                                                                   Exhibit 10.33

                                    EXHIBIT D
                            TO SUBSCRIPTION AGREEMENT

                          REGISTRATION RIGHTS AGREEMENT

      AGREEMENT dated as of June ___, 2004, between MERCATOR MOMENTUM FUND,
L.P., MERCATOR MOMENTUM FUND III, L.P, MONARCH POINTE FUND, LTD. (collectively,
the "Funds") and MERCATOR ADVISORY GROUP, LLC ("Mercator") (the Funds and
Mercator are referred to individually as a "Holder" and collectively as the
"Holders"), and M-Wave, Inc., a Delaware corporation (the "Company").

      WHEREAS, the Funds are purchasing, for $3,000,000, 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 (the "Common Stock"), of the Company,
pursuant to the conversion formula set forth in the Certificate of Designations;

      WHEREAS, each Fund and Mercator is acquiring a Warrant (together, the
"Warrants") from the Company, and the Holders, together, have the right to
purchase in the aggregate up to 1,530,000 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 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 A Stock (the "Conversion Shares") or (ii) 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.

      2.    REGISTRATION.

            (a)   The Company shall file a registration statement (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") within thirty (30) days after the Closing (as that term is defined
in the Subscription Agreement executed by the Holders), 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

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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.

            (b)   The Company will initially include in the Registration
Statement as Registrable Securities four million five hundred ninety-one
thousand two hundred twenty-four (4,591,224) shares of Common Stock.

            (c)   Depending on whether the Registration Statement has previously
become effective with the Commission, the Company shall register additional
shares under Section 2(c) 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 in no event more than 120 days after the date of filing the
Registration Statement. 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.

            (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

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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.

            (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.

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            (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.

            (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 A Stock or the exercise of the Warrants.

            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.

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

      6.    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.

      7.    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.

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      8.    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,     Mercator Advisory Group, LLC
                                   Mercator Momentum Fund, L.P.
                                   Mercator Momentum Fund III, L.P.
                                   Monarch Pointe Fund, Ltd.
                                   555 South Flower Street, Suite 4500
                                   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.
                                   475 Industrial Drive
                                   _West Chicago, Illinois  60185
                                   Telephone No.: 630-562-4751
                                   Facsimile No.: 630-562-1775
                                   Attention: Jim Mayer

            With a copy to         Freeborn & Peters, LLP
                                   Suite 3000
                                   311 South Wacker Drive
                                   Chicago, Illinois 60606
                                   Telephone No.: 312-360-5769
                                   Facsimile No.: 312-360-5671
                                   Attention: Carl R. Klein

      9.    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.

      10.   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.

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      11.   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.

      12.   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 9 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.

      13.   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.]

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      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: _________________________________________
                                   Name: Joseph A.Turek
                                   Its:  President

                                   HOLDERS:

                                   MERCATOR MOMENTUM FUND, L.P.
                                   BY:  MERCATOR ADVISORY GROUP, LLC,
                                   GENERAL PARTNER

                                   By:_________________________________________
                                   Name: David Firestone
                                   Its:  Managing Member

                                   MERCATOR MOMENTUM FUND III, L.P.
                                   BY MERCATOR ADVISORY GROUP, LLC

                                   By: _________________________________________
                                   Name: David Firestone
                                   Its:  Managing Member

                                   MERCATOR ADVISORY GROUP, LLC

                                   By: _________________________________________
                                   Name: David Firestone
                                   Its:  Managing Member

                                   MONARCH POINTE FUND, LTD.

                                   By: _________________________________________
                                   Name: David Firestone
                                   Its:  President

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