CONSULTING AGREEMENT

THIS AGREEMENT made effective this 18th day of August 2003, by and between Aaron
Gravitz  ("Consultant") and NeWave, Inc. (F.K.A Utah Clay Technology) ("Client")
(collectively,  the  "Parties"  and  separately,  the  "Party").

WITNESSETH:

WHEREAS,  Client  is  an  alternative  distribution  network providing wholesale
products  along with a full suite of business solutions; and WHEREAS, Consultant
has  experience  providing  certain  advisory  services  to  companies;  and

WHEREAS,  Client  and  Consultant  wish  to  enter  into  a relationship whereby
Consultant  will  provide certain services to Client on the terms and conditions
hereinafter  set  forth.

NOW  THEREFORE,  in  consideration of, and for the mutual promises and covenants
contained  herein, and for good and valuable consideration, the receipt of which
is  hereby  acknowledged,  the  parties  agree  as  follows:

1.  STATEMENT  OF  SERVICES-SCOPE  OF WORK Client agrees to engage Consultant to
perform  the services and undertake the duties and responsibilities as set forth
below  and  incorporated herein (the "Services") and Consultant agrees to render
the  Services  under  the  terms  and  conditions  set  forth in this Agreement.
Consultant  shall  perform the Services without a fixed schedule or a commitment
of  a  minimum  number  of  hours  provided;  however, Consultant will provide a
reasonable  number  of  hours  to  perform  the  Services.

2. NO EMPLOYMENT Consultant will be engaged solely as a consultant and not as an
employee. The relationship between Consultant and Client shall at all times be a
contractor/principal  relationship,  and Consultant shall not be deemed to be an
employee  of  Client.

3.  COMPENSATION  AND  PAYMENT  Client  shall  pay  Consultant $3,625 per month.

4.  TERM  OF AGREEMENT The term of this Agreement (the "Term") shall commence as
of the date of this Agreement and shall remain in full force and effect for five
months  unless  terminated  pursuant  to  Section  5.

5.  TERMINATION  OF AGREEMENT Either Party may terminate this Agreement due to a
material  breach  by the other party and failure by that party to cure within 30
days  of  written  notice  of  said  breach  (the "Notice of Termination"). Upon
receiving  Notice  of  Termination  from  Client,  Consultant  shall discontinue
performance  of  the Services on the date specified in the Notice of Termination
(the  "Termination  Date").

6.  CONFIDENTIALITY  OF INFORMATION Consultant acknowledges that he has executed
the  Confidentiality  Agreement  attached hereto. The Parties further agree that
Client  retains  sole  and  exclusive  right, title and ownership of any and all
proprietary  technology  and any new products, improvements, enhancements or the
like  that  result  from  Consultants  services  (the  "Developments")  and that
Consultant  shall  not  have  any  right  to  or  claim  for any interest in the
technology  and/or  the  Developments.

7.  RESPONSIBILITY  OF  THE  CLIENT  Client  shall:
(a)  Provide  reasonable  assistance  to  Consultant  by  making  available  to
Consultant  pertinent  information  relating  to  the  Services.
(b) Provide prompt written notice to Consultant whenever Client becomes aware of
any  development  that  affects  the  scope  or  timing  of  the  Services.
(c)  Pay  Consultant  for  the  Services  in  a  timely  manner.

8.  RESPONSIBILITIES  OF  THE  CONSULTANT  Consultant  shall:
(a)  Use best efforts to perform the Services in a professional and workman like
manner  consistent  with  the  professional  standards  of  the  industry.
(b)  Inform  and update Client regarding matters pertinent to the performance of
the  Services.
(c)  Although  Consultant  may  perform  services  for  other customers/clients,
Consultant has agreed that shall devote such time as is reasonable and necessary
to  complete  the  Services  in  a  timely manner consistent with the time frame
established  by  Client.

9.  COMPLIANCE  WITH  LAW Consultant agrees to comply with all applicable local,
state  and  federal  laws,  regulations  and  orders  relating  to the Services,
including but not limited to, fair and equal opportunity practices and policies.

10.  NOTICES  Any  notice  to  be  given under and pursuant to the terms of this
Agreement  shall  be  in  writing  and  shall be made by personal delivery, by a
nationally  recognized  overnight  carrier  or  by registered or certified mail,
postage  prepaid, return receipt requested and such notice shall be deemed given
upon  receipt  if  delivered  personally or by overnight carrier, or forty-eight
(48)  hours  after  deposit  in the United States mails as set forth herein. Any
notice  to the parties shall be sent to the following addresses or to such other
address, as either party to this Agreement shall specify by notice to the other:

11.  GOVERNING  LAW  The  laws  of  the  State  of  California shall govern this
Agreement.

12.  BINDING  ARBITRATION Any controversy or claim arising out of or relating to
this  Agreement,  or  any  alleged  breach  thereof,  will be settled by binding
arbitration  in accordance with the Commercial Rules of the American Arbitration
Association.  Such  action  shall  be  brought  in Orange County, California and
judgment  upon  the  award  rendered  by the Arbitrator(s) may be entered in any
court  having jurisdiction thereof. The prevailing party in such action shall be
entitled  to  recover  reasonable  attorney's  fees.

13. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the
Parties  and the terms and conditions may be waived, modified or amended only by
written  agreement  signed  by  both  Parties.

14.  WAIVER  No  covenant, term or condition of this Agreement or breach thereof
shall  be  deemed waived unless the waiver is in writing and signed by the party
against  whom  enforcement  is  sought.  Any  waiver shall not be deemed to be a
waiver of any proceeding or succeeding breach of the same or any other covenant,
term  or  condition.

15.  MUTUAL  REPRESENTATION  AND  WARRANTIES  Each Party represents to the other
that:
(a)  They  are  not  restricted  or prohibited, contractually or otherwise, from
entering into and performing each of the terms and conditions of this Agreement.
(b)  The  person  executing this Agreement on behalf of the respective party has
the  requisite  power  and  authority to execute this Agreement and to cause the
respective  party  to  be  legally  bound.
(c)  No  suits,  actions  or  proceedings  are  threatened  or pending that will
adversely  affect  its  ability to perform its obligations under this Agreement.

16.  ASSIGNMENT  This  Agreement and the rights hereunder may not be assigned by
either Party without the prior written consent of the other and shall be binding
upon  and  inure  to the benefit of the Parties, their respective successors and
assigns.

17.  SEVERABILITY  The  provisions  of  this  Agreement are meant to be enforced
severally  so that the determination that one or more provisions are enforceable
or  invalid  shall  not  affect  or  render invalid any other provisions of this
Agreement  and  such provisions shall continue to be in full force in accordance
with  their  terms.

18.  COUNTERPARTS This Agreement may be executed simultaneously in any number of
counterparts,  each  of  which  shall  be  deemed  to  be  an  original and such
counterparts  shall  constitute  but  one  and  the  same instrument. IN WITNESS
WHEREOF,  the  Parties have caused this Agreement to be executed effective as of
the  date  set  forth  above.



CONSULTANT:                              CLIENT:
Aaron  Gravitz                              NeWave,  Inc.


/s/  Aaron  Gravitz               By:  /s/  Michael  Hill
     ---------------                      ------------------
     Aaron  Gravitz                           Michael  Hill
                                         Chief  Executive  Officer