Exhibit  4.28
                                   SCHEDULE A
                                TO THE DEBENTURE

THESE  SECURITIES  AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
COVERED  BY  AN  EFFECTIVE  REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION"
LETTER  FROM  THE  SECURITIES  AND  EXCHANGE  COMMISSION  WITH  RESPECT  TO SUCH
TRANSFER,  A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND
EXCHANGE  COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE
EFFECT  THAT  ANY  SUCH  TRANSFER  IS  EXEMPT  FROM  SUCH  REGISTRATION.


                              NEWAVE, INCORPORATED

                            WARRANT NO. November-101
                            ------------------------

                            Dated: November 11, 2004


NeWave,  Incorporated,  a  corporation  organized under the laws of the State of
Utah  (the  "Company"),  hereby certifies that, for value received from Dutchess
Private  Equities Fund, II, L.P.,  ("Holder"), is entitled, subject to the terms
set  forth  below,  to  purchase  from the Company up to a total of  One Hundred
Sixty  Two  Thousand (162,000) shares of Common Stock, $.001 par value per share
(the "Common Stock"), of the Company (each such share, a "Warrant Share" and all
such  shares,  the  "Warrant  Shares")  at  an exercise price equal to $3.00 per
share.  The  Warrant may be exercised on a cashless basis anytime after issuance
through  and  including  the  fifth  (5th)  anniversary  of  its  issuance  (the
"Expiration  Date"),  subject  to  the  following  terms  and  conditions:

     1.     Registration  of  Warrant.  The Company shall register this Warrant,
            -------------------------
upon  records  to  be  maintained  by the Company for that purpose (the "Warrant
Register"),  in  the  name  of  the record Holder hereof from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner  hereof  for the purpose of any exercise hereof or any distribution to the
Holder,  and  for  all  other purposes, and the Company shall not be affected by
notice  to  the  contrary.

2.     Registration  of  Transfers  and  Exchanges.
       -------------------------------------------

      (a)     The  Company  or  the  transfer  agent  shall  enter or record the
transfer  of any portion of this Warrant in the Warrant Register, upon surrender
of  this Warrant to the Transfer Agent or to the Company at the office specified
in  or  pursuant to Section 3(b).  Upon any such registration or transfer, a new
warrant to purchase Common Stock, in substantially the form of this Warrant (any
such  new  warrant,  a "New Warrant"), evidencing the portion of this Warrant so
transferred  shall  be issued to the transferee and a New Warrant evidencing the
remaining portion of this Warrant not so transferred, if any, shall be issued to
the  transferring  Holder.  The  acceptance of the New Warrant by the transferee
thereof  shall  be deemed the acceptance of such transferee of all of the rights
and  obligations  of  a  holder  of  a  Warrant.

     (b)     This  Warrant  is  exchangeable,  upon  the surrender hereof by the
Holder to the office of the Company specified in or pursuant to Section 3(b) for
one  or more New Warrants, evidencing in the aggregate the right to purchase the
number  of  Warrant  Shares which may then be purchased hereunder.  Any such New
Warrant  will  be  dated  the  date  of  such  exchange.

     3.     Duration  and  Exercise  of  Warrants.
            -------------------------------------

     (a)     This  Warrant  shall be exercisable by the registered Holder on any
business  day before 5:00 P.M., New York City time, at any time and from time to
time  on or after the date hereof to and including the Expiration Date.  At 5:00
P.M., New York City time on the Expiration Date, the portion of this Warrant not
exercised  prior thereto shall be and become void and of no value.  Prior to the
Expiration  Date,  the  Company  may  not  call or otherwise redeem this Warrant
without  the  prior  written  consent  of  the  Holder.

     (b)     Subject to Sections 2(b), 6 and 10, upon surrender of this Warrant,
with the Form of Election to Purchase attached hereto duly completed and signed,
to  the  Company  at  its  address  for notice set forth in Section 12  and upon
payment  of  the  Exercise Price multiplied by the number of Warrant Shares that
the  Holder intends to purchase hereunder, in the manner provided hereunder, all
as  specified  by  the  Holder  in the Form of Election to Purchase, the Company
shall  promptly  (but  in  no event later than 5 business days after the Date of
Exercise  (as  defined  herein))  issue  or  cause  to be issued and cause to be
delivered  to  or upon the written order of the Holder and in such name or names
as  the Holder may designate, a certificate for the Warrant Shares issuable upon
such exercise, free of restrictive legends except (i) either in the event that a
registration  statement covering the resale of the Warrant Shares and naming the
Holder  as a selling stockholder thereunder is not then effective or the Warrant
Shares  are not freely transferable without volume restrictions pursuant to Rule
144(k) promulgated under the Securities Act of 1933, as amended (the "Securities
Act"),  or  (ii)  if  this  Warrant shall have been issued pursuant to a written
agreement  between  the  original  Holder  and  the Company, as required by such
agreement.  Any  person  so  designated  by the Holder to receive Warrant Shares
shall be deemed to have become holder of record of such Warrant Shares as of the
Date  of  Exercise  (as  defined in this subsection) of this Warrant. A "Date of
Exercise"  means  the  date  on  which  the Company shall have received (i) this
Warrant  (or  any  New  Warrant,  as  applicable),  with the Form of Election to
Purchase  attached  hereto  (or  attached  to  such  New  Warrant) appropriately
completed and duly signed, and (ii) payment of the Exercise Price for the number
of  Warrant  Shares  so  indicated  by  the  holder  hereof  to  be  purchased.

     (c)     This  Warrant shall be exercisable, either in its entirety or, from
time  to  time, for a portion of the number of Warrant Shares.  If less than all
of the Warrant Shares which may be purchased under this Warrant are exercised at
any  time,  the Company shall issue or cause to be issued, at its expense, a New
Warrant  evidencing the right to purchase the remaining number of Warrant Shares
for  which  no  exercise  has  been  evidenced by this Warrant. In the event the
Common  Stock  representing  the Warrant Shares is not delivered per the written
instructions  of  the Purchaser, within ten (10) business days after the  Notice
of  Election  and Warrant is received by the Company (the "Delivery Date"), then
in  such  event the Company shall pay to Holder one-half percent (0.5%) in cash,
of  the  dollar  value of the Warrant Shares to be issued per each day after the
Delivery  Date  that  the  Warrant  Shares  are  not  delivered.  The  Company
acknowledges that its failure to deliver the Warrant Shares by the Delivery 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  Warrant  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 Warrant. The Company shall make any payments incurred under this Section
3  in immediately available funds within ten (10) business days from the date of
issuance  of the applicable Warrant Shares.  Nothing herein shall limit Holder's
right  to  pursue  actual  damages  or  cancel  the  Notice  of Election for the
Company's failure to issue and deliver Common Stock to the Holder within fifteen
(15)  business  days  following  the  Delivery  Date.

     4.     Registration  Rights.  During  the term of this Warrant, the Company
            --------------------
agrees  to  use  its  best  efforts to file, within one hundred and eighty (180)
calendar  days  of  the  demand  by  Holder,  a  registration statement with the
Securities and Exchange Commission covering the resale of the Warrant Shares and
naming the Holder as a selling stockholder thereunder (unless the Warrant Shares
are  otherwise  freely transferable without volume restrictions pursuant to Rule
144(k) promulgated under the Act). The registration rights granted to the Holder
pursuant to this Section shall continue until all of the Holder's Warrant Shares
have  been  sold  in accordance with an effective registration statement or upon
the  Expiration  Date.  The  Company  will  pay  all  registration  expenses  in
connection  therewith.

     5.      Payment of Taxes.  The Company will pay all documentary stamp taxes
             ----------------
attributable  to  the  issuance  of  Warrant  Shares  upon  the exercise of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax  that may be payable in respect of any transfer involved in the registration
of  any certificates for Warrant Shares or Warrants in a name other than that of
the  Holder.  The  Holder  shall be responsible for all other tax liability that
may  arise  as  a  result  of  holding or transferring this Warrant or receiving
Warrant  Shares  upon  exercise  hereof.

     6.     Replacement  of Warrant.  If this Warrant is mutilated, lost, stolen
            -----------------------
or  destroyed,  the  Company  shall  issue or cause to be issued in exchange and
substitution  for  and  upon cancellation hereof, or in lieu of and substitution
for  this  Warrant,  a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
requested,  satisfactory  to  it.  Applicants  for  a  New  Warrant  under  such
circumstances  shall  also  comply  with  such  other reasonable regulations and
procedures  and  pay such other reasonable charges as the Company may prescribe.

     7.     Reservation  of  Warrant Shares.  The Company covenants that it will
            -------------------------------
at  all  times reserve and keep available out of the aggregate of its authorized
but  unissued  Common  Stock,  solely  for  the  purpose of enabling it to issue
Warrant  Shares  upon exercise of this Warrant as herein provided, the number of
Warrant Shares which are then issuable and deliverable upon the exercise of this
entire  Warrant,  free  from  preemptive  rights  or any other actual contingent
purchase  rights  of  persons  other  than  the  Holder (taking into account the
adjustments  and  restrictions  of  Section  8.  The  Company covenants that all
Warrant  Shares  that  shall be so issuable and deliverable shall, upon issuance
and  the  payment  of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable.
If  the  Company does not have a sufficient amount of Common Stock authorized to
reserve  for  the  Warrant Shares, it shall use its best efforts to place before
shareholder  vote  a proposal to increase the number of its authorized shares as
soon  as  reasonably  practicable.

     8.     Certain  Adjustments.  The  Exercise  Price  and  number  of Warrant
            --------------------
Shares  issuable  upon  exercise  of this Warrant are subject to adjustment from
time  to  time as set forth in this Section 8.  Upon each such adjustment of the
Exercise  Price pursuant to this Section 8, the Holder shall thereafter prior to
the  Expiration  Date  be  entitled to purchase, at the Exercise Price resulting
from  such  adjustment, the number of Warrant Shares obtained by multiplying the
Exercise  Price  in effect immediately prior to such adjustment by the number of
Warrant  Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such  adjustment.

     (a)     If  the Company, at any time while this Warrant is outstanding, (i)
shall  pay  a  stock  dividend  (except  scheduled dividends paid on outstanding
preferred  stock  as of the date hereof which contain a stated dividend rate) or
otherwise  make a distribution or distributions on shares of its Common Stock or
on  any  other class of capital stock and not the Common Stock payable in shares
of Common Stock, (ii) subdivide outstanding shares of Common Stock into a larger
number  of  shares,  or  (iii) combine outstanding shares of Common Stock into a
smaller  number  of shares, the Exercise Price shall be multiplied by a fraction
of  which the numerator shall be the number of shares of Common Stock (excluding
treasury  shares,  if  any)  outstanding  before  such  event  and  of which the
denominator  shall  be  the number of shares of Common Stock (excluding treasury
shares,  if  any) outstanding after such event.  Any adjustment made pursuant to
this  Section  shall  become effective immediately after the record date for the
determination  of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision  or  combination,  and  shall  apply  to successive subdivisions and
combinations.

     (b)     In  case  of  any  reclassification  of  the  Common  Stock,  any
consolidation  or merger of the Company with or into another person, the sale or
transfer  of  all  or  substantially  all  of  the  assets of the Company or any
compulsory  share  exchange pursuant to which the Common Stock is converted into
other  securities,  cash  or  property,  then  the  Holder  shall have the right
thereafter  to  exercise  this  Warrant  only into the shares of stock and other
securities  and  property  receivable  upon  or  deemed to be held by holders of
Common  Stock  following  such  reclassification,  consolidation,  merger, sale,
transfer  or share exchange, and the Holder shall be entitled upon such event to
receive  such  amount  of  securities or property equal to the amount of Warrant
Shares  such  Holder  would have been entitled to had such Holder exercised this
Warrant immediately prior to such reclassification, consolidation, merger, sale,
transfer  or share exchange.  The terms of any such consolidation, merger, sale,
transfer or share exchange shall include such terms so as to continue to give to
the  Holder  the  right  to receive the securities or property set forth in this
Section  9(b)  upon  any  exercise  following  any  such  reclassification,
consolidation,  merger,  sale,  transfer  or  share  exchange.

      (c)      If  the  Company,  at any time while this Warrant is outstanding,
shall  distribute  to  all  holders  of Common Stock (and not to holders of this
Warrant)  evidences  of  its  indebtedness  or  assets  or rights or warrants to
subscribe  for or purchase any security (excluding those referred to in Sections
8(a),  (b)  and  (d)),  then  in  each  such  case  the  Exercise Price shall be
determined  by multiplying the Exercise Price in effect immediately prior to the
record  date  fixed  for  determination of stockholders entitled to receive such
distribution  by a fraction of which the denominator shall be the Exercise Price
determined  as  of  the  record date mentioned above, and of which the numerator
shall be such Exercise Price on such record date less the then fair market value
at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined by
the  Company's  independent certified public accountants that regularly examines
the  financial  statements  of  the  Company  (an  "Appraiser").

     (d)     If,  at  any  time  while  this Warrant is outstanding, the Company
shall  issue  or  cause  to be issued rights or warrants to acquire or otherwise
sell  or  distribute  shares  of Common Stock for a consideration per share less
than the Exercise Price then in effect, then, forthwith upon such issue or sale,
the  Exercise  Price  shall  be  reduced to the price (calculated to the nearest
cent)  determined  by multiplying the Exercise Price in effect immediately prior
thereto by a fraction, the numerator of which shall be the sum of (i) the number
of  shares  of  Common Stock outstanding immediately prior to such issuance, and
(ii)  the  number  of  shares  of Common Stock which the aggregate consideration
received  (or  to  be  received, assuming exercise or conversion in full of such
rights, warrants and convertible securities) for the issuance of such additional
shares of Common Stock would purchase at the Exercise Price, and the denominator
of  which  shall  be the sum of the number of shares of Common Stock outstanding
immediately after the issuance of such additional shares.  Such adjustment shall
be  made  successively  whenever  such  an  issuance  is  made.

     (e)     For  the  purposes  of  this Section 8, the following clauses shall
also  be  applicable:

     (i)  Record  Date.  In  case the Company shall take a record of the holders
          ------------
of  its Common Stock for the purpose of entitling them (A) to receive a dividend
or  other  distribution  payable in Common Stock or in securities convertible or
exchangeable  into  shares  of Common Stock, or (B) to subscribe for or purchase
Common  Stock  or  securities  convertible or exchangeable into shares of Common
Stock, then such record date shall be deemed to be the date of the issue or sale
of  the  shares  of  Common  Stock  deemed  to have been issued or sold upon the
declaration  of  such  dividend  or the making of such other distribution or the
date  of the granting of such right of subscription or purchase, as the case may
be.

     (ii)  Treasury Shares.  The number of shares of Common Stock outstanding at
           ---------------
any  given  time shall not include shares owned or held by or for the account of
the Company, and the disposition of any such shares shall be considered an issue
or  sale  of  Common  Stock.

      (f)     All calculations under this Section 8 shall be made to the nearest
cent  or  the  nearest  1/100th  of  a  share,  as  the  case  may  be.

     (g)     Whenever  the  Exercise  Price is adjusted pursuant to Section 8(c)
above,  the  Holder,  after receipt of the determination by the Appraiser, shall
have  the  right  to select an additional appraiser (which shall be a nationally
recognized  accounting firm), in which case the adjustment shall be equal to the
average  of  the  adjustments  recommended  by  each  of  the Appraiser and such
appraiser.  The Holder shall promptly mail or cause to be mailed to the Company,
a  notice  setting  forth  the  Exercise Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.  Such adjustment
shall  become  effective  immediately  after  the  record  date mentioned above.

     (h)     If:

     (i)     the Company shall declare a dividend (or any other distribution) on
its  Common  Stock;  or

     (ii)     the  Company shall declare a special nonrecurring cash dividend on
or  a  redemption  of  its  Common  Stock;  or

     (iii)     the  Company  shall  authorize the granting to all holders of the
Common  Stock  rights  or  warrants  to  subscribe for or purchase any shares of
capital  stock  of  any  class  or  of  any  rights;  or

     (iv)     the  approval of any stockholders of the Company shall be required
in  connection with any reclassification of the Common Stock of the Company, any
consolidation or merger to which the Company is a party, any sale or transfer of
all  or  substantially all of the assets of the Company, or any compulsory share
exchange  whereby  the  Common Stock is converted into other securities, cash or
property;  or

     (v)     the  Company shall authorize the voluntary dissolution, liquidation
or  winding  up of the affairs of the Company,then the Company shall cause to be
mailed  to  each  Holder  at  their last addresses as they shall appear upon the
Warrant  Register,  at  least 30 calendar days prior to the applicable record or
effective  date  hereinafter specified, a notice stating (x) the date on which a
record  is  to  be  taken  for  the  purpose  of  such  dividend,  distribution,
redemption,  rights  or warrants, or if a record is not to be taken, the date as
of  which the holders of Common Stock of record to be entitled to such dividend,
distributions,  redemption,  rights  or warrants are to be determined or (y) the
date  on  which  such reclassification, consolidation, merger, sale, transfer or
share  exchange  is  expected  to  become effective or close, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange  their  shares  of  Common Stock for securities, cash or other property
deliverable  upon  such reclassification, consolidation, merger, sale, transfer,
share  exchange, dissolution, liquidation or winding up; provided, however, that
                                                         --------  -------
the  failure to mail such notice or any defect therein or in the mailing thereof
shall  not  affect the validity of the corporate action required to be specified
in  such  notice.

     9.     Payment of Exercise Price.  The Holder may pay the Exercise Price in
            -------------------------
one  of  the  following  manners:

     (a)     Cash  Exercise.  The  Holder  shall  deliver  immediately available
             --------------
funds;  or
(b)     Cashless  Exercise.  The  Holder  shall  surrender  this  Warrant to the
        ------------------
Company  together with a notice of cashless exercise, in which event the Company
shall  issue  to  the Holder the number of Warrant Shares determined as follows:

     X  =  Y  (A-B)/A
                    where:
     X  =  the  number  of  Warrant  Shares  to  be  issued
to  the  Holder.

Y  =  the  number  of Warrant Shares with respect to which this Warrant is being
exercised.

A  =  the average closing bid price of the Common Stock for the five (5) trading
days  immediately  prior  to  the  Date  of  Exercise.

     B  =  the  Exercise  Price.

For  purposes  of Rule 144 promulgated under the Securities Act, it is intended,
understood  and  acknowledged  that  the  Warrant  Shares  issued  in a cashless
exercise  transaction  shall  be deemed to have been acquired by the Holder, and
the  holding  period  for  the  Warrant  Shares  shall  be  deemed  to have been
commenced,  on  the  issue  date.

               (c)     The  Holder  is  limited in the amount of this Warrant it
may  exercise.  In  no event shall the Holder be entitled to exercise any amount
of  this  Warrant in excess of that amount upon exercise of which the sum of (1)
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 (the
1934  Act"))  by the Holder,  and (2) the number of Warrant Shares issuable upon
the  exercise  of  any Warrants then owned by Holder, would result in beneficial
ownership  by  the  Holder of more than 9.9% of the outstanding shares of Common
Stock  of  the  Company,  as  determined  in  accordance  with  Rule13d-1(j).
Furthermore,  the  Company  shall  not process any exercise that would result in
beneficial  ownership  by the Holder of more than 9.9% of the outstanding shares
of  Common  Stock  of  the  Company.

     10.     Fractional  Shares.  The  Company shall not be required to issue or
             ------------------
cause  to  be  issued fractional Warrant Shares on the exercise of this Warrant.
The  number  of full Warrant Shares which shall be issuable upon the exercise of
this  Warrant  shall be computed on the basis of the aggregate number of Warrant
Shares purchasable on exercise of this Warrant so presented.  If any fraction of
a Warrant Share would, except for the provisions of this Section 10, be issuable
on  the  exercise of this Warrant, the Company shall pay an amount in cash equal
to  the  Exercise  Price  multiplied  by  such  fraction.

     11.     Notices.  Any and all notices or other communications or deliveries
             -------
hereunder  shall  be  in  writing and shall be deemed given and effective on the
earliest  of  (i)  the  date of transmission, if such notice or communication is
delivered  via  facsimile  at  the  facsimile telephone number specified in this
Section  prior  to  5:00  p.m.  (New York City time) on a business day, (ii) the
business  day after the date of transmission, if such notice or communication is
delivered  via  facsimile  at  the  facsimile telephone number specified in this
Section  later  than 5:00 p.m. (New York City time) on any date and earlier than
11:59  p.m.  (New York City time) on such date, (iii) the business day following
the date of mailing, if sent by nationally recognized overnight courier service,
or  (iv)  upon actual receipt by the party to whom such notice is required to be
given.  The  addresses for such communications shall be:  (i) if to the Company,
to  NeWave,  Incorporated,  Attention:  Michael  Hill,  Chief  Executive
Officer/Director,  Telephone:  (805)  964-9202,  Facsimile:  (805)  964-9232, or
(ii)  if  to  the  Holder,  to  the  Holder  at  the address or facsimile number
appearing  on  the Warrant Register or such other address or facsimile number as
the  Holder  may  provide  to  the  Company  in accordance with this Section 11.

     12.     Warrant Agent.  The Company shall serve as warrant agent under this
             -------------
Warrant.  Upon thirty (30) days' notice to the Holder, the Company may appoint a
new  warrant  agent.  Any  corporation into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the  Company  or  any  new  warrant agent shall be a party or any corporation to
which  the  Company  or any new warrant agent transfers substantially all of its
corporate  trust  or shareholders services business shall be a successor warrant
agent  under  this  Warrant without any further act.  Any such successor warrant
agent  shall  promptly  cause  notice  of  its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address  as  shown  on  the  Warrant  Register.

     13.     Miscellaneous.
             -------------

     (a)     This  Warrant  shall  be binding on and inure to the benefit of the
parties  hereto.  This  Warrant  may  be  amended  only in writing signed by the
Company  and  the  Holder.

     (b)     Subject  to  Section 13(a), above, nothing in this Warrant shall be
construed  to  give  to any person or corporation other than the Company and the
Holder  any  legal or equitable right, remedy or cause under this Warrant.  This
Warrant  shall  inure  to  the sole and exclusive benefit of the Company and the
Holder.

      (c)     This  Warrant  shall  be governed by and construed and enforced in
accordance  with  the  laws  of  the  State  of  Delaware  without regard to the
principles  of  conflicts  of  law  thereof.  The  Company and the Holder hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
sitting  in  the City of New York, borough of Manhattan, for the adjudication of
any  dispute  hereunder  or  in  connection  herewith  or  with  any transaction
contemplated  hereby  or  discussed  herein,  and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally  subject  to  the  jurisdiction of any such court, or that such suit,
action  or  proceeding  is  improper.  Each of the Company and the Holder hereby
irrevocably  waives  personal  service  of process and consents to process being
served  in  any such suit, action or proceeding by receiving a copy thereof sent
to  the Company at the address in effect for notices to it under this instrument
and  agrees  that  such  service shall constitute good and sufficient service of
process  and  notice thereof.  Nothing contained herein shall be deemed to limit
in  any  way  any  right  to  serve  process  in  any  manner  permitted by law.

     (d)     The  headings  herein are for convenience only, do not constitute a
part  of  this  Warrant  and  shall  not be deemed to limit or affect any of the
provisions  hereof.

     (e)     In  case any one or more of the provisions of this Warrant shall be
invalid  or unenforceable in any respect, the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or  impaired  thereby and the parties will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be  a  commercially reasonable
substitute  therefor,  and  upon  so agreeing, shall incorporate such substitute
provision  in  this  Warrant.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by  its  authorized  officer  as  of  the  date  first  indicated  above.


                                    NEWAVE,  INCORPORATED,


     By:  /s/  Michael  Hill
        --------------------
  Michael  Hill,  Chief
Executive  Officer/Director