Exhibit  4.25
                                    DEBENTURE


THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN  RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS.  THE
SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT
BE  TRANSFERRED  OR  RESOLD  EXCEPT  AS  PERMITTED  UNDER  SUCH LAWS PURSUANT TO
REGISTRATION  OR  AN EXEMPTION THEREFROM.  THE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS  OF  THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
ANY  REPRESENTATION  TO  THE  CONTRARY  IS  UNLAWFUL.

FACE  AMOUNT                                     $60,000
PRICE                                               $50,000
INTEREST  RATE                                     8%  per  annum
NOTE  NUMBER                                     October-2004-101
ISSUANCE  DATE                                     October  25,  2004
MATURITY  DATE                                     October  25,  2009

     FOR  VALUE  RECEIVED,  NeWave,  Incorporated,  a  Utah  corporation  (the
"Company"),  hereby  promises  to  pay  DUTCHESS PRIVATE EQUITIES FUND, II, L.P.
(the  "Holder") on October 25, 2009, (the "Maturity Date"), the principal amount
of  Sixty  Thousand Dollars ($60,000) U.S., and to pay interest on the principal
amount  hereof,  in such amounts, at such times and on such terms and conditions
as  are  specified  herein.

     INTEREST

     The  Company  shall  pay  interest  on  the unpaid principal amount of this
Debenture (the "Debenture") each month until the principal amount hereof is paid
in  full  or  has been converted. The Debentures shall pay eight percent (8%) on
the  last day of each month, in cash, to the Holder. The closing shall be deemed
to  have  occurred  on  the  date the funds (less escrow fees, attorney fees and
those  amounts  payable pursuant to the terms sheet) are received by the Company
(the  "Closing Date"). The Debentures are subject to automatic conversion at the
end  of  five  (5)  years from the date of issuance at which time all Debentures
outstanding  will be automatically converted based upon the formula set forth in
Section  3.2.

Article  1a     Interest  Payment  Schedule

     The  Company  shall  make interest payments beginning thirty (30) days from
the date in the preamble of this Form of Debenture in an amount equal to $400.00
per month. Payments subsequent to the initial payment shall be tendered every 30
days thereafter in the same amount, in cash, to the Holder. The Company may make
prepayments  at  any  time.

     METHOD  OF  PAYMENT

     This  Debenture  must be surrendered to the Company in order for the Holder
to  receive  payment of the principal amount hereof.  The Company shall have the
option  of  paying  the  interest  on  this  Debenture  in United States dollars
pursuant  to  Article 1 hereof.  The Company may draw a check for the payment of
interest  to  the  order  of  the  Holder  of  this Debenture and mail it to the
Holder's  address  as  follows:

Dutchess  Private  Equities  Fund,  II,  L.P.
312  Stuart  Street,  Third  Floor
Boston,  Massachusetts  02116

Interest and principal payments shall be subject to withholding under applicable
United  States  Federal  Internal  Revenue  Service  Regulations.

     CONVERSION

     Conversion  Privilege

     The Holder of this Debenture shall have the right to convert it into shares
of  Common  Stock at any time following the Closing Date and which is before the
close  of  business  on the Maturity Date.  The number of shares of Common Stock
issuable upon the conversion of this Debenture is determined pursuant to Section
3.2  and  rounding  the  result  to  the  nearest  whole  share.

     This Debenture may not be converted, whether in whole or in part, except in
accordance  with  Article  3.

     In  the  event  all or any portion of this Debenture remains outstanding on
the  Maturity Date, the unconverted portion of such Debenture will automatically
be converted into shares of Common Stock on such date in the manner set forth in
Section  3.2.

     Conversion  Procedure.

     Conversion  Procedures. The face amount of this Debenture may be converted,
in whole or in part, any time following the Closing Date.  Such conversion shall
be  effectuated  by surrendering to the Company, or its attorney, this Debenture
to  be  converted  together  with a facsimile of the signed Notice of Conversion
which evidences Holder's intention to convert the Debenture indicated.  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  of the signed Notice of Conversion, as long as the Debenture(s) to be
converted  are received by the Company within five (5) business days thereafter.
At  such  time  that the Debenture has been submitted to the Company, the Holder
can  elect to whether a reissuance of the debenture is warranted, or whether the
Company  can  retain  the  Debenture  as  to  a  continual conversion by Holder.
Notwithstanding  the  above, any Notice of Conversion received by 5:00 P.M. EST,
shall  be  deemed  to  have  been  received  the previous business day, with the
receipt  being  via  a  confirmation  of  time  of  facsimile  of  the  Holder.

     Common  Stock  to  be Issued.     Upon the conversion of any Debentures and
upon  receipt  by  the Company or its attorney of a facsimile of Holder's signed
Notice  of  Conversion  the  Company  shall instruct its transfer agent to issue
stock  certificates without restrictive legend or stop transfer instructions, if
at  that  time  the  Registration Statement has been declared effective (or with
proper  restrictive  legend  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.   The  Company  shall  act  as  Registrar  and shall maintain an
appropriate  ledger  containing  the  necessary information with respect to each
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.

     Conversion  Rate.  Holder  is  entitled  to convert the face amount of this
Debenture,  plus  accrued  interest,  anytime following the Closing Date, at the
lesser  of  (i) 75% of the lowest closing bid price during the fifteen (15) days
of  full  trading, defined as standard market hours from 9:30 AM to 4:00 PM EST,
partial trading days will not be counted for calculation purposes only ("Trading
Days")  prior  to  the  Conversion  Date or (ii) 100% of the average of the five
lowest closing bid prices for the thirty (30) Trading Days immediately following
the  first  reverse  split  in the stock price. ("Fixed Conversion Price"), each
being  referred  to  as  the  "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, as the case may be, to the nearest whole
share.  The  Holder  shall  retain  all rights of conversions during any partial
trading  days.

     Nothing contained in this 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.

     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.  The person in whose name the certificate of Common Stock
is to be registered shall be treated as a shareholder of record on and after the
conversion  date.  Upon  surrender of any Debentures that are to be converted in
part,  the  Company  shall  issue  to  the  Holder  a new Debenture equal to the
unconverted  amount,  if  so  requested  in  writing  by  Holder.

     Within  three (3) business days after receipt of the documentation referred
to  above  in  Section  3.2(a),  the  Company  shall  deliver  a certificate, in
accordance with Section 3.2(c) 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 three (3) business days after the
Conversion  Date, then in such event the Company shall pay to Holder one percent
(1%)  in cash, of the dollar value of the Debentures being converted, compounded
daily,  per each day after the third (3rd) 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  three  (3) 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
Debenture 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  Debenture.

              To  the extent that the failure of the Company to issue the Common
Stock pursuant to this Section 3.2(f) is due to the unavailability of authorized
but unissued shares of Common Stock, the provisions of this Section 3.2(f) shall
not  apply  but  instead  the  provisions  of  Section  3.2(g)  shall  apply.

              The  Company  shall  make any payments incurred under this Section
3.2(f)  in  immediately  available funds within three (3) business days from the
date the Common Stock is fully delivered.  Nothing herein shall limit a Holder's
right  to  pursue  actual  damages  or  cancel  the conversion for the Company's
failure  to  issue  and  deliver  Common  Stock  to  the Holder within three (3)
business  days  after  the  Conversion  Date.

     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 Debentures by all Holders of
the entire amount of Debentures then outstanding. If, at any time 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) available to effect, in full, a conversion of the
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 Debentures requested to be converted but not converted (the
"Unconverted  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 all existing Holders of
outstanding  Debentures,  by  facsimile,  within  three (3) business day of such
default  (with  the original delivered by overnight or two day courier), and the
Holder  shall  give notice to the Company by facsimile within five business days
of  receipt  of the Notice of Conversion Default (with the original delivered by
overnight  or  two day courier) of its election to either nullify or confirm the
Notice  of  Conversion.

     The Company agrees to pay to all Holders of outstanding Debentures payments
for  a  Conversion  Default  ("Conversion  Default  Payments")  in the amount of
(N/365)  x (.24) x the initial issuance price of the outstanding and/or tendered
but  not  converted  Debentures held by each 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  Debentures.  The  Company  shall  send  notice
("Authorization  Notice")  to  each  Holder  of  outstanding  Debentures  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,  upon written notice sent by the Holder to the
Company, which Conversion Default shall be payable as follows:  (i) in the event
Holder  elects to take such payment in cash, cash payments shall be made to such
Holder  of  outstanding  Debentures  by  the fifth 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 Section 3.2(c) at any time after the 5th day of the calendar
month  following the month in which the Authorization Notice was received, until
the  expiration  of  the  mandatory  five  (5)  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 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 Debenture.  Nothing herein shall limit the
Holder's  right to pursue actual damages for the Company's failure to maintain a
sufficient  number  of  authorized  shares  of  Common  Stock.

     If,  by  the  third  (3rd)  business  day  after the Conversion Date of any
portion  of  the  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
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.

     Prospectus  and  Other  Documents. The Company shall furnish to Holder such
number of prospectuses and other documents incidental to the registration of the
shares  of Common Stock underlying the Debentures, including any amendment of or
supplements  thereto.

     Limitation  on  Issuance  of  Shares. If the Company's Common Stock becomes
listed  on  the Nasdaq SmallCap Market after the issuance of the Debentures, the
Company  may  be limited in the number of shares of Common Stock it may issue by
virtue  of  (X)  the number of authorized shares or (Y) the applicable rules and
regulations  of  the  principal  securities  market on which the Common Stock is
listed  or  traded,  including,  but  not  necessarily  limited  to, NASDAQ Rule
4310(c)(25)(H)(i)  or  Rule  4460(i)(1), as may be applicable (collectively, the
"Cap  Regulations").  Without  limiting  the  other  provisions thereof, (i) the
Company  will  take  all steps reasonably necessary to be in a position to issue
shares of Common Stock on conversion of the Debentures without violating the Cap
Regulations  and  (ii)  if,  despite taking such steps, the Company still cannot
issue  such  shares  of  Common Stock without violating the Cap Regulations, the
holder of a Debenture which cannot be converted as result of the Cap Regulations
(each  such Debenture, an "Unconverted Debenture") shall have the right to elect
either  of  the  following  remedies:

     (x)  if  permitted  by  the  Cap  Regulations, require the Company to issue
shares  of Common Stock in accordance with such holder's Notice of Conversion at
a  conversion  purchase  price equal to the average of the closing bid price per
share  of  Common  Stock  for  any five (5) consecutive Trading Days (subject to
certain  equitable  adjustments for certain events occurring during such period)
during the sixty (60) Trading Days immediately preceding the Conversion Date; or

     (y)  require the Company to redeem each Unconverted Debenture for an amount
(the  "Redemption Amount"), payable in cash, equal to the sum of (i) one hundred
thirty-three  percent  (133%) of the principal of an Unconverted Debenture, plus
(ii) any accrued but unpaid interest thereon through and including the date (the
"Redemption  Date")  on  which  the  Redemption  Amount  is  paid to the holder.

     A  holder  of  an Unconverted Debenture may elect one of the above remedies
with  respect  to  a  portion of such Unconverted Debenture and the other remedy
with  respect  to  other  portions of the Unconverted Debenture.  The Debentures
shall  contain  provisions  substantially  consistent with the above terms, with
such additional provisions as may be consented to by the Holder.  The provisions
of  this section are not intended to limit the scope of the provisions otherwise
included  in  the  Debentures.

     Limitation  on Amount of Conversion and Ownership. Notwithstanding anything
to  the  contrary in this Debenture, in no event shall the Holder be entitled to
convert  that amount of Debenture, and in no event shall the Company permit that
amount of conversion, into that number of shares, which when added to the sum of
the  number  of  shares  of  Common  Stock  beneficially owned, (as such term is
defined  under  Section  13(d)  and Rule 13d-3 of the Securities Exchange Act of
1934, as may be amended, (the "1934 Act")), by the Holder, would exceed 4.99% of
the  number  of  shares  of  Common Stock outstanding on the Conversion Date, as
determined  in  accordance with Rule 13d-1(j) of the 1934 Act. In the event that
the  number  of  shares  of Common Stock outstanding as determined in accordance
with  Section  13(d) of the 1934 Act is different on any Conversion Date than it
was  on  the Closing Date, then the number of shares of Common Stock outstanding
on  such  Conversion  Date  shall govern for purposes of determining whether the
Holder  would be acquiring beneficial ownership of more than 4.99% of the number
of  shares  of  Common  Stock  outstanding  on  such  Conversion  Date.

     Legend.  The  Holder  acknowledges  that  each certificate representing the
Debentures,  and the Common Stock unless registered pursuant to the Registration
Rights  Agreement,  shall  be  stamped  or  otherwise  imprinted  with  a legend
substantially  in  the  following  form:

THE  SECURITIES  EVIDENCED  BY  THIS  CERTIFICATE  MAY  NOT  BE OFFERED OR SOLD,
TRANSFERRED,  PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  (ii)  TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR
RULE  UNDER  SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) IF AN
EXEMPTION  FROM  REGISTRATION  UNDER  SUCH  ACT  IS  AVAILABLE.

     (m)  Prior  to  conversion  of  all  the  Debentures,  if  at  any time the
conversion  of  all  the Debentures and exercise of all the Warrants outstanding
would  result  in  an  insufficient  number of authorized shares of Common Stock
being  available  to  cover all the conversions, then in such event, the Company
will  move  to  call and hold a shareholder's meeting or have shareholder action
with  written  consent  of  the proper number of shareholders within thirty (30)
days  of  such  event, or such greater period of time if statutorily required or
reasonably necessary as regards standard brokerage house and/or SEC requirements
and/or  procedures,  for  the purpose of authorizing additional shares of Common
Stock  to  facilitate  the  conversions.   In  such  an  event management of the
Company  shall  recommend  to  all shareholders to vote their shares in favor of
increasing  the  authorized  number of shares of Common Stock. Management of the
Company  shall vote all of its shares of Common Stock in favor of increasing the
number  of  shares  of authorized Common Stock.  Company represents and warrants
that  under  no  circumstances will it deny or prevent Holder's right to convert
the  Debentures  as  permitted under the terms of this Subscription Agreement or
the  Registration  Rights  Agreement.  Nothing  in  this Section shall limit the
obligation of the Company to make the payments set forth in Section 3.2(g).  The
Holder,  at  their  option,  may  request  the  company  to  authorize and issue
additional  shares  if  the  Holder feels it is necessary for conversions in the
future  In  the event the Company's shareholder's meeting does not result in the
necessary authorization, the Company shall redeem the outstanding Debentures for
an  amount  equal  to (x) the sum of the principal of the outstanding Debentures
plus  accrued  interest  thereon  multiplied  by  (y)  133%.


     Fractional Shares.  The Company shall not issue fractional shares of Common
Stock,  or  scrip  representing fractions of such shares, upon the conversion of
this Debenture.  Instead, the Company shall round up, as the case may be, to the
nearest  whole  share.

     Taxes  on  Conversion.  The  Company  shall  pay  any documentary, stamp or
similar  issue  or  transfer tax due on the issue of shares of Common Stock upon
the  conversion  of  this Debenture.  However, the Holder shall pay any such tax
which  is  due  because  the  shares  are  issued in a name other than its name.

     Company  to  Reserve Stock.  The Company shall reserve the number of shares
of  Common  Stock  required  pursuant  to  and  upon  the terms set forth in the
Subscription  Agreement  to permit the conversion of this Debenture.  All shares
of  Common  Stock  which  may  be  issued  upon the conversion hereof shall upon
issuance  be  validly  issued,  fully  paid  and nonassessable and free from all
taxes,  liens  and  charges  with  respect  to  the  issuance  thereof.

     Restrictions  on  Sale.  This  Debenture  has not been registered under the
Securities  Act  of  1933,  as  amended,  (the  "Act") and is being issued under
Section  4(2) of the Act and Rule 506 of Regulation D promulgated under the Act.
This  Debenture  and  the  Common Stock issuable upon the conversion thereof may
only  be  sold  pursuant  to  registration  under  or an exemption from the Act.

     Mergers,  Etc.  If  the  Company  merges  or  consolidates  with  another
corporation  or  sells  or  transfers  all or substantially all of its assets to
another  person  and  the  holders  of  the Common Stock are entitled to receive
stock,  securities  or  property  in respect of or in exchange for Common Stock,
then  as  a  condition  of  such merger, consolidation, sale or transfer, it may
thereafter  be  converted  on  the terms and subject to the conditions set forth
above  into the kind and amount of stock, securities or property receivable upon
such merger, consolidation, sale or transfer by a holder of the number of shares
of  Common Stock into which this Debenture might have been converted immediately
before  such  merger,  consolidation,  sale  or transfer, subject to adjustments
which  shall  be  as  nearly  equivalent  as  may  be practicable to adjustments
provided  for  in  this  Article  3.


     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 Debenture 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.

   REPORTS
     The  Company  will mail to the Holder hereof at its address as shown on the
Register  a  copy  of any annual, quarterly or current report that it files with
the  Securities  and Exchange Commission promptly after the filing thereof and a
copy  of  any annual, quarterly or other report or proxy statement that it gives
to  its  shareholders  generally at the time such report or statement is sent to
shareholders.



     DEFAULTS  AND  REMEDIES

     Events  of  Default.  An  "Event of Default" occurs if (a) the Company does
not  make  the  payment  of  the  principal of this Debenture by conversion into
Common Stock within ten (10) business days of the Maturity Date, upon redemption
or  otherwise,  (b) the Company does not make a payment, other than a payment of
principal,  for  a  period of three (3) business days thereafter, (c) any of the
Company's  representations or warranties contained in the Subscription Agreement
or  this  Debenture were false when made or the Company fails to comply with any
of its other agreements in the Subscription Agreement or this Debenture and such
failure  continues  for the period and after the notice specified below, (d) 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 or (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,  (e) the Company's Common Stock is suspended or no longer listed
on  any recognized exchange including electronic over-the-counter bulletin board
for  in  excess  of  five (5) consecutive Trading Days.  As used in this Section
7.1,  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.  A  default  under  clause (c) above is not an Event of Default
until  the  holders  of  at  least  25% of the aggregate principal amount of the
Debentures  outstanding  notify the Company of such default and the Company does
not  cure  it within thirty (30) business days after the receipt of such notice,
unless the Company commences to cure such default within such period, which must
specify  the  default, demand that it be remedied and state that it is a "Notice
of  Default".  Prior  to  the expiration of the time for curing a default as set
forth  in  the  preceding  sentence,  the  holders  of  a  majority in aggregate
principal  amount  of  the  Debentures  at  the  time  outstanding (exclusive of
Debentures  then  owned  by  the Company or any subsidiary or affiliate) may, on
behalf  of the holders of all of the Debentures, waive any past Event of Default
hereunder  (or  any past event which, with the lapse of time or notice and lapse
of  time  designated  in  subsection  (a),  would constitute an Event of Default
hereunder)  and  its  consequences,  except  a  default  in  the  payment of the
principal  of  or  interest  on  any  of the Debentures. In the case of any such
waiver,  such default or Event of Default shall be deemed to have been cured for
every  purpose  of  this  Debenture  and  the  Company  and  the  holders of the
Debentures  shall  be  restored  to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or  impair  any  right  consequent  thereon.

     Acceleration.  If  an Event of Default occurs and is continuing, the Holder
hereof  by  notice  to the Company may declare the remaining principal amount of
this  Debenture,  together with all accrued interest and any liquidated damages,
to  be  due  and payable.  Upon such declaration, the remaining principal amount
shall  be  due  and  payable  immediately.

     Seniority,  No  indebtedness  of the Company is senior to this Debenture in
right  of payment, whether with respect to interest, damages or upon liquidation
or  dissolution  or  otherwise.

     REGISTERED  DEBENTURES

     Record  Ownership.  The Company, or its attorney, shall maintain a register
of  the  holders  of  the  Debentures  (the  "Register") showing their names and
addresses  and  the serial numbers and principal amounts of Debentures issued to
them.  The  Register  may  be  maintained  in  electronic,  magnetic  or  other
computerized form.  The Company may treat the person named as the Holder of this
Debenture  in  the Register as the sole owner of this Debenture.   The Holder of
this  Debenture  is  the  person  exclusively  entitled  to  receive payments of
interest  on  this  Debenture,  receive  notifications  with  respect  to  this
Debenture, convert it into Common Stock and otherwise exercise all of the rights
and  powers  as  the  absolute  owner  hereof.

     Worn  or  Lost  Debentures.  If  this  Debenture  becomes  worn, defaced or
mutilated but is still substantially intact and recognizable, the Company or its
agent  may  issue a new Debenture in lieu hereof upon its surrender.   Where the
Holder  of  this Debenture claims that the Debenture has been lost, destroyed or
wrongfully  taken,  the  Company  shall  issue  a  new Debenture in place of the
original  Debenture  if  the Holder so requests by written notice to the Company
actually  received  by  the Company before it is notified that the Debenture has
been  acquired  by  a  bona  fide  purchaser and the Holder has delivered to the
Company  an  indemnity  bond  in  such  amount  and issued by such surety as the
Company  deems  satisfactory  together  with  an affidavit of the Holder setting
forth  the  facts  concerning such loss, destruction or wrongful taking and such
other  information  in  such form with such proof or verification as the Company
may  request.

     NOTICE.

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

     Mike  Hill,  Chief  Executive  Officer
     NeWave,  Inc.
     30  South  La  Patera  #7
     Goleta,  Ca  93117
     Telephone:  (805)  964-9202
                  --------------
     Facsimile:  (805)  964-9232


If  to  the  Holder:

     At  the  address  listed  in  the  Questionnaire.

     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

     TIME
     Where  this  Debenture  authorizes  or requires the payment of money or the
performance  of  a  condition  or obligation on a Saturday or Sunday or a public
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 public
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 Debenture.  A "business day"
shall  mean  a day on which the banks in New York are not required or allowed to
be  closed.

     NO  ASSIGNMENT
     This  Debenture  shall  not  be  assignable.

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

     GOVERNING  LAW
     The validity, terms, performance and enforcement of this Debenture 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.


     LITIGATION

DISPUTES  SUBJECT  TO  ARBITRATION  GOVERNED  BY  MASSACHUSETTS  LAW
--------------------------------------------------------------------

     All  disputes  arising  under  this  agreement  shall  be  governed  by and
interpreted  in  accordance  with the laws of the Commonwealth of Massachusetts,
without regard to principles of conflict of laws.  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     Investor  Warrants

     As  an  additional  inducement to Holder, the Company shall issue a warrant
for  Fifty  thousand (50,000) shares of its common stock exercisable at $4.60 to
Holder  hereto  attached  in  schedule  A.  Any partial amount invested shall be
pro-rated  on  the  basis  of the investment by Holder.  These shares shall have
piggyback  registration  rights.

Article  15     Threshold  Amount

     Once  the  Company  has  raised an amount in excess of $500,000 the Company
will  use  the  balance  of any amount over the $500,000 to redeem the Holder in
full  for  the  Face  Amount  of  the  Debenture.

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

                         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  LEIGHTON
                       NAME:  DOUGLAS  H.  LEIGHTON
                      TITLE:  A  MANAGING  MEMBER