Exhibit 10.1


    
      
        

      

    


    AGREEMENT
      FOR THE PURCHASE AND

    SALE
      OF REAL
      ESTATE

    


    THIS
      AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE ("Agreement") is entered
      into
      as of October 5, 2005 ("Effective Date") between M-Wave, Inc., a Delaware
      corporation (“Seller”) (successor by statutory merger to Poly Circuits, Inc., an
      Illinois corporation) and Jozef Szczecina, Miroslaw Kubas, Wojciech Dziewonski,
      and Kazimierz Koniarczyk (collectively the "Purchaser").

    


    
      	
              SECTION
                1

            	
              SALE
                OF PROPERTY.

            


    

    


    Subject
      to the terms and conditions provided in this Agreement, Seller agrees to sell
      and Purchaser agrees to purchase all of Seller's right, title and interest
      in
      and to the following described property: 

    


    (i)           
      the land legally described on Exhibit A attached hereto and made a part hereof
      and commonly known as 215 Park Street, Bensenville, Illinois, (the “Real
      Estate”) together with all privileges, rights, easements, hereditaments, and
      appurtenances belonging to the land, and all right, title and interest of the
      titleholder thereof in and to any streets, alleys, passages and other
      rights-of-way included therein or adjacent thereto;

    


    (ii)          
      all
      buildings, structures, parking areas and other improvements located on the
      Real
      Estate and any and all fixtures attached thereto, including the commercial
      building located at 215 Park Street, Bensenville, Illinois (collectively, the
      Improvements);

    


    (iii)         
      The
      items
      in (i) and (ii) are hereinafter collectively referred to as the
“Property”.

    


    
      	
              SECTION
                2

            	
              PURCHASE
                PRICE.

            


    

    


    The
      purchase price to be paid by Purchaser to Seller for the Property is Five
      Hundred Thousand and 00/100 Dollars ($500,000.00) (the "Purchase Price"). The
      Purchase Price will be paid by Purchaser at Closing subject to provisions as
      herein provided in immediate same day funds by a wire transfer to an account
      designated by Seller.

    


    2.1           Intentionally
      Omitted.
      

    


    2.2           Funds
      at Closing.
      At
      Closing, Purchaser shall pay to Seller the balance of the Purchase Price,
      subject to prorations as herein provided, by a wire transfer in immediate same
      day funds to an account designated by Seller.

    


    
      	
              SECTION
                3

            	
              TITLE
                MATTERS; DUE DILIGENCE.

            


    

    


    3.1           Title
      Commitment; Survey.
      Seller
      has delivered to Purchaser a commitment issued by Chicago Title Insurance
      Company (the "Title Company") (ALTA 1992) to insure title to the Real Estate
      in
      the name of Purchaser (the "Title Commitment"), and survey (“Survey”).


    


    3.2           Permitted
      Exceptions.
      Seller
      shall transfer and convey its right, title and interest in the Property to
      Purchaser subject to the Permitted Exceptions. The term "Permitted Exceptions"
      shall mean the items set forth on Exhibit
      B
      attached
      hereto.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.3           Delivery
      of Title Policy at Closing.
      As a
      condition to Purchaser's obligation to close, the Title Company shall deliver
      to
      Purchaser at Closing an Owner's Policy of Title Insurance ("Title Policy"),
      issued by the Title Company dated concurrent with Closing, in the amount of
      the
      Purchase Price, insuring Purchaser as owner of fee simple title to the Real
      Estate, subject only to the Permitted Exceptions. Seller shall execute at
      Closing a customary Seller's ALTA Statement in such form as the Title Company
      shall reasonably and customarily require. The Title Policy may be delivered
      after the Closing if at the Closing the title Company issues a currently
      effective, duly executed "marked-up" Title Commitment with the Title Policy
      in
      the substance of the "marked-up" Title Commitment to be issued promptly after
      Closing. The premium for the Title Policy shall be paid by Seller, and Seller
      shall pay the cost of the Survey required hereunder. Purchaser shall have the
      right to negotiate endorsements to the Title Commitment during the Due Diligence
      Period , but Seller shall have no responsibility to have such endorsements
      included in the Title Policy and the premium for such endorsements shall be
      at
      Purchaser's expense.

    


    3.4           Due
      Diligence Period.
      Purchaser has made certain inspections, applications, reviews, studies,
      evaluations or surveys (collectively, the "Inspections") required to satisfy
      itself as to the acceptability and suitability of the Property for its
      purchase.

    


    Purchaser
      agrees to keep the Property free and clear of liens and claims arising out
      of
      its Inspections, and to indemnify and save Seller and Seller’s shareholders,
      directors, managers, officers, agents and employees, harmless from and against
      any and all damages, costs, injuries and liabilities to the Property and/or
      any
      persons or property of any persons which may occur by reason of and which is
      caused by any such Inspections, including without limitation any environmental
      inspections, tests, surveys, studies or any other entry upon or use of the
      Property by Purchaser or its agents. 

    


    Seller
      has delivered to Purchaser, and will be delivering to Purchaser, certain reports
      and documents in its possession (“Reports”). Such Reports and any other reports
      or documents heretofore or hereafter provided to Purchaser are for informational
      purposes only and shall not constitute an assignment or conveyance by Seller
      to
      Purchaser of any rights or interests in, or right to rely upon such reports
      or
      their contents. Seller does not represent that such Reports are complete or
      accurate. Purchaser shall keep such Reports, and the information in them (and
      all other reports, documents and information concerning environmental and other
      matters that it or its consultants, attorneys or other agents (collectively,
      “Agents”) procure or receive in respect of the subject property) confidential
      (except for Purchaser delivering same to its Agents), unless otherwise
      authorized by Seller or required by law to divulge. If Purchaser or any of
      its
      Agents is required by law to divulge any such Reports or other reports,
      documents or information, then Seller shall be given not less than thirty (30)
      days notice in writing, which notice shall identify the parties by whom and
      to
      whom such divulgence is required and the date thereof and the documents, reports
      or information so required to be divulged. Purchaser shall impose such burden
      of
      confidentiality and notification upon its Agents and cause them to abide by
      same. 

    


    The
      obligations of Purchaser under this Section 3.4 shall survive the Closing of
      the
      purchase and sale herein.


    
      
        
        

      

      
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              SECTION
                4

            	
              CLOSING.

            


    

    


    4.1           Closing
      Date.
      The
      closing of the purchase and sale of the Property (the "Closing") shall take
      place on the date hereof (“Closing Date”). The Closing shall occur at the office
      of the Title Company in the Chicago area office thereof designated by
      Seller.

    


    4.2           Purchaser's
      Obligations at Closing.
      In
      addition to delivery of the balance of the Purchase Price as described in
      Section 2.2., Purchaser shall execute and deliver the following to Seller at
      Closing:

    


    (a)           Such
      affidavits, instruments or agreements that may be required by the Title Company
      in its issuance of the policy of title insurance pursuant to the Title
      Commitment.

    


    (b)           Applicable
      Transfer Declarations.

    


    (c)           A
      statement which reflects the settlements and prorations provided for in Section
      5.

    


    (d)           Such
      other documents as are required pursuant to the provisions hereof.

    


    4.3           Seller's
      Obligations at Closing.
      Seller
      shall execute and deliver the following to Purchaser at Closing:

    


    (a)           A
      Special
      Warranty Deed from Seller conveying the Real Estate and Improvements to
      Purchaser, subject to the Permitted Exceptions.

    


    (b)           A
      statement which reflects the settlements and prorations provided for in Section
      5.

    


    (c)           Such
      affidavits, instruments or agreements that may be required by the Title Company
      in its issuance of the Title Policy pursuant to the Title Commitment, including
      the mechanics and materialman's lien affidavit and parties in possession
      affidavit described in Section 3.3.

    


    (d)           Applicable
      Transfer Declarations.

    


    (e)           A
      Foreign
      Investment in Real Property Tax Act affidavit executed by Seller.

    


    
      	
              SECTION
                5

            	
              SETTLEMENT
                AND PRORATIONS.

            


    

    


    The
      following items shall be prorated or settled between Purchaser and Seller at
      Closing:

    


    5.1           Taxes
      and Assessments.
      Real
      property taxes for the Real Estate for the fiscal year in which Closing occurs,
      and for taxes as to any prior year not due and payable as of Closing, shall
      be
      apportioned between Seller and Purchaser as of the date of Closing. Such
      apportionment shall be computed on the basis of the most recent issued
      bills.


    
      
        
        

      

      
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    5.2           Utility
      Charges.
      Any
      utility charges will be prorated as of the date of Closing, and Seller shall
      pay
      all charges assessed through the date of Closing if a final billing is
      available. If a final billing is unavailable, Seller shall deposit with the
      Title Company an amount reasonably estimated by Purchaser and Seller to be
      sufficient to pay the final billing when it becomes available, with any excess
      amount to be refunded to Seller. Seller shall receive a credit for the portion
      of any prepaid amount which is attributable to the period of time after the
      date
      of Closing. All deposits paid to utilities shall be retained by Seller as its
      exclusive property.

    


    5.3           Miscellaneous
      Closing Costs.
      Seller
      shall pay the customary premium associated with providing Purchaser with the
      basic Title Policy described in subsection 3.3. Purchaser shall pay for any
      endorsements it receives. All real estate recording fees payable in connection
      with the purchase and sale of the Property shall be paid by Purchaser. Seller
      shall pay for State and County transfer stamps. Purchaser shall pay for any
      municipal transfer stamps. Any fee for closing services which is charged by
      the
      Title Company shall be shared equally by Seller and Purchaser. Any other
      customarily proratable items shall be apportioned as of the Closing Date. Except
      as otherwise expressly provided in this Agreement, Purchaser and Seller shall
      pay their own fees and expenses incurred in the preparation, execution and
      performance of their respective obligations under this
      Agreement.


    
      
        
        

      

      
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              SECTION
                6

            	
              CONDITION
                OF PROPERTY; REPRESENTATIONS AND
                WARRANTIES

            


    

    


    6.1           DISCLAIMER
      AND RELEASE.
      SELLER
      IS SELLING THE PROPERTY WITHOUT REPRESENTATION OR WARRANTY, SHALL HAVE NO
      OBLIGATION TO MAKE ANY REPAIRS, PAY FOR ANY ENVIRONMENTAL INSPECTIONS OR OTHER
      REPORTS, OR DO OR PERFORM ANY OTHER WORK ON THE PROPERTY. WITHOUT LIMITING
      THE
      GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
      OF
      SELLER EXPRESSLY SET FORTH IN SECTION 6.2 OF THIS AGREEMENT (THE “EXPRESS
      WARRANTIES”), PURCHASER IS RELYING SOLELY ON ITS OWN INSPECTION AND EXAMINATION
      IN PURCHASING THE PROPERTY; AND IS PURCHASING THE PROPERTY ON AN "AS-IS,
      WHERE-IS" BASIS WITH ALL FAULTS AND DEFECTS NOW KNOWN OR HEREAFTER DISCOVERED
      BY
      PURCHASER. EXCEPT FOR THE EXPRESS WARRANTIES, NONE OF SELLER, SELLER'S OWNERS
      (DIRECT AND REMOTE), MANAGER(S), NOR ANY OF ITS AGENTS OR EMPLOYEES MAKE ANY
      REPRESENTATION OR WARRANTY TO PURCHASER, EXPRESS OR IMPLIED, AS TO (A) THE
      SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE, OR ANY PARTICULAR
      PURPOSE OR THE MERCHANTABILITY OR FITNESS THEREOF, (B) THE ENVIRONMENTAL
      CONDITION OF THE PROPERTY
      (C) THE
      SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER
      MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF
      THE
      PROPERTY; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS CURRENT OR INTENDED
      OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE
      GOVERNMENTAL AUTHORITY OR BODY (INCLUDING WITHOUT LIMITATION, THE FEDERAL
      COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT (42 U.S.C
      SECTION 9601 ET SEQ.) AND OTHER ENVIRONMENTAL LAWS, RULES OR REGULATIONS) AND
      ANY CLAIMS MADE OR OBLIGATIONS OR LIABILITIES IMPOSED PURSUANT THERETO, AND
      ANY
      ZONING ORDINANCES; (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS,
      IF ANY, INCORPORATED INTO THE PROPERTY; (F) THE PRESENCE OR ABSENCE OF HAZARDOUS
      MATERIALS AT, ON, UNDER, OR ADJACENT TO THE REAL ESTATE OR BUILDINGS OR ANY
      OTHER ENVIRONMENTAL MATTER OR CONDITION OF THE PROPERTY; OR (G) ANY OTHER MATTER
      WITH RESPECT TO THE CONDITION OF THE PROPERTY; AND,
      EXCEPT FOR THE EXPRESS WARRANTIES, ALL SUCH REPRESENTATIONS
      AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER, AND PURCHASER HEREBY
      RELEASES SELLER, SELLER'S OWNERS (DIRECT AND REMOTE), DIRECTORS, OFFICERS,
      MANAGER(S) AGENTS AND EMPLOYEES (COLLECTIVELY THE "SELLER PROTECTED PARTY")
      FROM
      ANY AND ALL RESPONSIBILITY AND LIABILITY IN RESPECT THEREOF. WITHOUT
      LIMITATION OF THE PROVISIONS ABOVE, PURCHASER HEREBY RELEASES SELLER AND THE
      OTHER SELLER PROTECTED PARTIES FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, OR
      LIABILITIES ARISING OUT OF OR RELATING DIRECTLY OR INDIRECTLY TO ANY
      ENVIRONMENTAL HAZARD AT, IN, ON OR UNDER THE PROPERTY. ANY REPRESENTATIONS,
      WARRANTIES OR STATEMENTS MADE BY ANY SHAREHOLDER, DIRECTOR, OFFICER, EMPLOYEE,
      AGENT OR REPRESENTATIVE OF SELLER, INCLUDING WITHOUT LIMITATION THE BROKER
      DEFINED BELOW, MAY NOT BE RELIED UPON BY PURCHASER AND DO NOT CONSTITUTE A
      PART
      OF THIS AGREEMENT. FOR PURPOSES OF THIS PARAGRAPH, THE TERM "ENVIRONMENTAL
      HAZARD" SHALL MEAN ANY HAZARDOUS MATERIAL, OR THE STORAGE, HANDLING, PRODUCTION,
      DISPOSAL, TREATMENT OR RELEASE THEREOF; AND THE TERM "HAZARDOUS MATERIAL" SHALL
      MEAN (A) ANY HAZARDOUS WASTE, ANY EXTREMELY HAZARDOUS WASTE, OR ANY RESTRICTED
      HAZARDOUS WASTE, OR WORDS OF SIMILAR IMPORT, AS DEFINED IN THE RESOURCE
      CONSERVATION AND RECOVERY ACT (42 U.S. C. SECTION 6901 ET SEQ.); (B) ANY
      HAZARDOUS SUBSTANCES AS DEFINED IN THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
      COMPENSATION AND LIABILITY ACT (42 U.S. C. SECTION 9601 ET SEQ.); (C) ANY TOXIC
      SUBSTANCES AS DEFINED IN THE TOXIC SUBSTANCES CONTROL ACT (15 U.S. C. SECTION
      2601 ET SEQ.); (D) ANY POLLUTANT AS DEFINED IN THE CLEAN WATER ACT (33 U.S.
      C.
      SECTION 1251 ET SEQ.); (E) GASOLINE, PETROLEUM OR OTHER HYDROCARBON PRODUCTS
      OR
      BY-PRODUCTS; (F) ASBESTOS; OR (G) ANY OTHER MATERIALS, SUBSTANCES, OR WASTES
      SUBJECT TO ENVIRONMENTAL REGULATION UNDER ANY APPLICABLE FEDERAL, STATE OR
      LOCAL
      LAW, REGULATION, OR ORDINANCE NOW OR HEREAFTER IN EFFECT. FOR PURPOSES OF THIS
      PARAGRAPH, THE TERM "ENVIRONMENTAL HAZARD" SHALL MEAN ANY HAZARDOUS MATERIAL,
      OR
      THE STORAGE, HANDLING, PRODUCTION, DISPOSAL, TREATMENT OR RELEASE THEREOF;
      AND
      THE TERM "HAZARDOUS MATERIAL" SHALL MEAN (A) ANY HAZARDOUS WASTE, ANY EXTREMELY
      HAZARDOUS WASTE, OR ANY RESTRICTED HAZARDOUS WASTE, OR WORDS OF SIMILAR IMPORT,
      AS DEFINED IN THE RESOURCE CONSERVATION AND RECOVERY ACT (42 U.S. C. SECTION
      6901 ET SEQ.); (B) ANY HAZARDOUS SUBSTANCES AS DEFINED IN THE COMPREHENSIVE
      ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT (42 U.S. C. SECTION
      9601
      ET SEQ.); (C) ANY TOXIC SUBSTANCES AS DEFINED IN THE TOXIC SUBSTANCES CONTROL
      ACT (15 U.S. C. SECTION 2601 ET SEQ.); (D) ANY POLLUTANT AS DEFINED IN THE
      CLEAN
      WATER ACT (33 U.S. C. SECTION 1251 ET SEQ.); (E) GASOLINE, PETROLEUM OR OTHER
      HYDROCARBON PRODUCTS OR BY-PRODUCTS; (F) ASBESTOS; OR (G) ANY OTHER MATERIALS,
      SUBSTANCES, OR WASTES SUBJECT TO ENVIRONMENTAL REGULATION UNDER ANY APPLICABLE
      FEDERAL, STATE OR LOCAL LAW, REGULATION, OR ORDINANCE NOW OR HEREAFTER IN
      EFFECT. ANY
      REPRESENTATIONS, WARRANTIES OR STATEMENTS MADE BY ANY AGENT OR REPRESENTATIVE
      OF
      SELLER, INCLUDING WITHOUT LIMITATION THE BROKER (AS DEFINED BELOW), MAY NOT
      BE
      RELIED UPON BY PURCHASER AND DO NOT CONSTITUTE A PART OF THIS
      AGREEMENT.


    
      
        
        

      

      
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    6.2           Seller's
      Representations and Warranties.
      Seller
      represents and warrants to Purchaser that, except to the extent set forth on
      any
      Exhibit attached hereto or any materials or information delivered to or
      discovered by Purchaser or its agents during the Due Diligence
      Period:

    


    (a)           Organization
      and Authority. Seller is a corporation duly organized, existing and in good
      standing under the laws of Delaware. This Agreement has been duly and validly
      authorized by Seller, and no other action on the part of Seller is required
      in
      connection with this Agreement. When completed, this Agreement shall constitute
      a valid and binding obligation of Seller that is enforceable against Seller
      in
      accordance with the terms of this Agreement. 

    


    (b)           Foreign.
      Seller is not a foreign corporation, foreign partnership, foreign trust or
      foreign estate (as defined in the Internal Revenue Code ("Code")), and is not
      subject to the provisions of Sections 897(a) or 1445 of the Code related to
      the
      withholding of sales proceeds to foreign persons.

    


    6.3           Purchaser's
      Representations and Warranties.
      Purchaser represents and warrants to Seller that:

    


    (a)           Organization
      and Authority. If Purchaser herein is an entity duly organized, existing and
      in
      good standing under the laws of Illinois, and has all requisite corporate power
      and authority to enter into and perform its obligations under this Agreement;
      and this Agreement has been duly and validly authorized by Purchaser, and no
      other action on the part of Purchaser is required in connection with this
      Agreement. When completed, this Agreement shall constitute a valid and binding
      obligation of Purchaser that is enforceable against Purchaser in accordance
      with
      the terms of this Agreement.

    


    (b)           Patriot
      Act. Purchaser (a) is not listed on the Specially Designated Nationals and
      Blocked Persons List maintained by the Office of Foreign Asset Control,
      Department of the Treasury (“OFAC”) pursuant to Executive Order No. 13224, 66
      Fed. Reg. 49079 (September 25, 2001) (the “Order”); (b) is not listed on any
      other list of terrorists or terrorist organizations maintained pursuant tot
      he
      Order, the rules and regulations of OFAC or any other applicable requirements
      contained in any enabling legislation or other Executive Orders in respect
      of
      the Order (the Order and such other rules, regulations, legislation or orders
      are collectively called the “Orders”); (c) is not engaged in activities
      prohibited in the Orders, and (d) has not been convicted, pleaded nolo
      contendere, indicted, arraigned or custodially detained on charges involving
      money laundering or predicate crimes to money laundering.


    
      
        
        

      

      
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              SECTION
                7

            	
              INTENTIONALLY
                OMITTED. 

            


    

    


    
      	
              SECTION
                8

            	
              INTENTIONALLY
                OMITTED.

            


    

    


    
      	
              SECTION
                9

            	
              DEFAULT
                AND REMEDIES.

            


    

    


    In
      the
      event of default by either party under' this Agreement, Purchaser and Seller
      agree as follows:

    


    9.1           Purchaser's
      Default.
      If this
      transaction fails to close due to the default of Purchaser, then Seller's sole
      and exclusive remedy in such event shall be to terminate this Agreement and
      to
      retain the Earnest Money Deposit, as liquidated damages, Seller waiving all
      other rights or remedies in the event of such default by Purchaser, except
      as
      set forth in Section 3.4. The parties acknowledge that Seller's actual damages
      in the event of a default by Purchaser under this Agreement will be difficult
      to
      ascertain, and that such liquidated damages represent the parties' best estimate
      of such damages. For purposes of this Section 9.1, default shall include
      Purchaser's failure to pay the Purchase Price in full when due, or any other
      breach of a representation, warranty or covenant in any material respect.
      Promptly upon becoming aware of any default by Purchaser, Seller shall so notify
      Purchaser.

    


    9.2           Seller's
      Default.
      If this
      transaction fails to close as a result of Seller's default, Purchaser may,
      as
      its sole remedy, either (a) waive such default and purchase the
      Property subject
      to such default, (b) enforce its right of specific performance, or (c) terminate
      this Agreement and receive a refund of the Earnest Money Deposit, subject to
      Section 3.4, thereby waiving all rights or remedies in the event of such default
      by Seller. Promptly upon becoming aware of any default by Seller, Purchaser
      shall so notify Seller.

    


    
      	
              SECTION
                10

            	
              BROKERS.
                

            


    

    


    Seller
      represents warrants to Purchaser that no broker or finder has been engaged
      by
      Seller in connection with the transaction contemplated by this Agreement, except
      CB Richard Ellis (“Seller’s Broker”). Purchaser represents and warrants to
      Seller that no broker or finder has been engaged by Purchaser in connection
      with
      the transaction contemplated by this Agreement, except ________________________
      (none if left blank) (“Purchaser’s Broker”). Seller shall pay Seller’s Broker 6%
      of the first $300,000 of the Purchase Price and 5% of the remainder of the
      Purchase Price ($500,000), to be split equally between Seller’s Broker and
      Purchaser’s Broker. Each party agrees to hold the other party harmless from and
      against any and all costs, expenses, claims, losses or damages, including
      reasonable attorneys' fees, resulting from any breach of the representations
      and
      warranties contained in this Section.

    


    
      	
              SECTION
                11

            	
              ASSIGNMENT.
                

            


    

    


    Neither
      Seller nor Purchaser shall have the right to assign all or any part of its
      interest or right under this Agreement without the prior written consent of
      the
      other which consent the other may grant or withhold in its sole discretion.
      Any
      attempted assignment without such prior written consent, including assignments
      that would otherwise occur by operation of law, shall be without force or effect
      as against the other party.


    
      
        
        

      

      
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              SECTION
                12

            	
              MISCELLANEOUS.

            


    

    


    12.1         Notices.
      All
      notices required or permitted under this Agreement shall be given by registered
      or certified mail, postage prepaid, by reliable overnight courier, by hand
      delivery, or by facsimile, directed as follows:

    


    
      	 	
              If
                intended for Seller, to:

            
	 	 
	 	
              M-Wave,
                Inc.

            
	 	
              475
                Industrial Drive

            
	 	
              West
                Chicago, IL 60185

            
	 	
              Attn:
                Jim Mayer

            
	 	
              Facsimile:
                630-562-2431

            
	 	 
	 	
              with
                a copy in each case to:

            
	 	 
	 	
              Freeborn
                & Peters

            
	 	
              311
                South Wacker Drive

            
	 	
              Suite
                3000

            
	 	
              Chicago,
                IL 60606

            
	 	
              Attn:James
                S. Gray

            
	 	
              Facsimile:
                312-360-6995

            
	 	 
	 	
              If
                intended for Purchaser, to:

            
	 	 
	 	
              Jozef
                Szczecina, Miroslaw Kubas, 

            
	 	
              Wojciech
                Dziewonski, 

            
	 	
              and
                Kazimierz Koniarczyk

            
	 	
              684
                County Line Road

            
	 	
              Bensenville,
                Illinois 60106

            
	 	
              Facsimile:
                630-694-9096

            
	 	
              with
                a copy in each case to:

            
	 	 
	 	
              Robert
                Neil Beaulieu, Esq.

            
	 	
              5339
                W Belmont Avenue

            
	 	
              Chicago,
                Illinois 60641

            
	 	
              Facsimile:
                773-545-8819

            


    

    


    Any
      notice delivered by mail in accordance with this paragraph shall be deemed
      to
      have been duly given three (3) days after the same is deposited in any post
      office or postal box regularly maintained by the United States. Any notice
      which
      is sent by overnight courier shall be effective the next day after delivery
      to
      the courier. Any notice which is hand delivered shall be effective upon receipt
      by the party to whom it is addressed. Any notice which is sent by facsimile
      shall be deemed to have been served on this date shown on the facsimile delivery
      notice. Either party, by notice given as above, may change the address to which
      future notices should be sent.

    


    12.2         Successors
      and Assigns.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective heirs, executors, personal representatives,
      successors and permitted assigns.


    
      
        
        

      

      
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    12.3         Entire
      Agreement.
      This
      Agreement, together with the exhibits attached hereto, constitutes the entire
      agreement between Seller and Purchaser, and may not be modified in any manner
      except by an instrument in writing signed by both parties.

    


    12.4         Headings.
      The
      section and subsection headings contained in this Agreement are inserted only
      for convenient reference and do not define, limit or proscribe the scope of
      this
      Agreement or any exhibit attached hereto.

    


    12.5         Counterparts.
      This
      Agreement may be executed in any number of counterparts which together shall
      constitute one and the same instrument.

    


    12.6         Unenforceable
      Provisions.
      If any
      provision of this Agreement, or the application thereof to any person or
      situation shall be held invalid or unenforceable, the remainder of this
      Agreement, and the application of such provision to persons or situations other
      than those to which it shall have been held invalid or unenforceable, shall
      continue to be valid and enforceable to the fullest extent permitted by
      law.

    


    12.7         Time
      of the Essence.
      Time is
      strictly of the essence with respect to each and every term, condition,
      obligation and provision of this Agreement, and the failure to timely perform
      any of the terms, conditions, obligations or provisions hereunder by either
      party shall constitute a breach of and a default under this Agreement by the
      party so failing to perform. In calculating any period of time provided for
      in
      this Agreement, the number of days allowed shall refer to calendar and not
      business days. If any day scheduled for performance of any obligation hereunder
      shall occur on a weekend or legal holiday, the time period allowed and day
      for
      performance shall be continued to the next business day.

    


    12.8         Attorneys'
      Fees and Costs.
      In the
      event of litigation between Seller and Purchaser arising out of the enforcement
      of or a default under this Agreement, the prevailing party shall be entitled
      to
      judgment for court costs and reasonable attorneys' fees in an amount to be
      determined by the court.

    


    12.9         Governing
      Law; Construction of Agreement.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Illinois. Seller and Purchaser and their respective counsel have
      reviewed, revised and approved this Agreement. Accordingly, the normal rule
      of
      construction that any ambiguities are to be resolved against the drafting party
      shall not be employed in the interpretation of this Agreement or any amendments
      or exhibits hereto.

    


    12.10        Knowledge.
      There
      shall be no liability on the part of Seller, whether prior to or after Closing,
      for breaches of any of its representations, warranties or covenants (i) if
      Purchaser had actual knowledge thereof prior to the Effective Date, or (ii)
      if
      Purchaser first had actual knowledge thereof after the Effective Date and prior
      to expiration of the Due Diligence Period and failed to terminate this Agreement
      during such period, or (iii) if Purchaser first had actual knowledge thereof
      after the Due Diligence Period and prior to Closing and failed to terminate
      this
      Agreement during such period.

    


    12.11        Prior
      to Closing.
      From
      the Effective Date through the Closing Date Seller shall not:


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    (a)         enter
      into any leases affecting the Property;

    


    (b)         make
      or
      permit any alterations to the Real Estate or Improvements or any portion thereof
      without Purchaser’s prior written consent; or

    


    (c)         enter
      into any other contracts, including, without limitation, service contracts,
      affecting the Property, without Purchaser’s prior written consent, unless the
      contract can be terminated by Purchaser at Closing without
      penalty.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    This
      Agreement has been executed as of the date first appearing above.

     

    
      
        
          
            
              
                
                  
                    	
                            SELLER:

                          	 	
                            PURCHASER:

                          	 
	 	 	 	 
	
                            M-WAVE,
                              INC.,

                          	 	
                            /s/Jozef
                              Szczecina

                          	 
	
                            a
                              Delaware corporation

                          	 	
                            Jozef
                              Szczecina

                          	 
	 	 	 	 
	
                            By:/s/
                              Joe Turek

                          	 	 	
                            /s/Miroslaw
                              Kubas

                          	 
	
                            Its:CEO

                          	 
	 	 	
                            Miroslaw
                              Kubas

                          	 
	 	 	 	 
	 	 	
                            /s/Wojciech
                              Dziewonski

                          	 
	 	 	
                            Wojciech
                              Dziewonski

                          	 
	 	 	 	 
	 	 	
                            /s/Kazimierz
                              Koniarczyk

                          	 
	 	 	
                            Kazimierz
                              Koniarczyk

                          	 


                  

                

              

            

          

        

      

    

    

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

    

     

    EXHIBITS

    TO

    AGREEMENT
      FOR THE PURCHASE

    AND
      SALE
      OF REAL ESTATE

    


    
      	 	
              Exhibit
                A

            	
              Legal
                Description of Real Estate 

            
	 	
              Exhibit
                B

            	
              Permitted
                Exceptions 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    LEGAL
      DESCRIPTION

    


    LOTS
      18,
      19, 20 AND 21 (EXCEPT THE NORTH 29.0 FEET THEREOF) AND ALSO THE WEST 1⁄2 OF
      VACATED ALLEY LYING EAST OF AND ADJOINING SAID LOTS IN WARNECKE’S ADDITION TO
      BENSENVILLE, BEING A SUBDIVISION IN THE SOUTHWEST 1⁄4 OF SECTION 13, TOWNSHIP 40
      NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT
      THEREOF RECORDED JULY 9, 1912 AS DOCUMENT 108683, IN DU PAGE COUNTY, ILLINOIS.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    PERMITTED
      EXCEPTIONS

    


    


    


    
      	
              1.

            	
              The
                exclusions, general exceptions (except for the items removed pursuant
                to
                delivery of Seller’s ALTA Statement provided in Section 3.3), and special
                exceptions shown on the Title Commitment (except for any mortgage
                lien of
                Seller’s lender, which shall be paid off at
                Closing).

            


    

    


    
      	
              2.

            	
              Real
                estate taxes and assessments not yet due and payable as of Closing,
                and
                subsequent years.

            


    

    


    
      	
              3.

            	
              Matters
                which an accurate survey would
                show.

            


    

    


    
      	
              4.

            	
              Building,
                zoning, health and other laws and
                ordinances.

            


    

    


    
      	
              5.

            	
              Environmental
                matters.

            


    

    


    
      	
              6.

            	
              Matters
                caused by, through or under Purchaser, or otherwise known by
                Purchaser.

            


    

    


    
      	
              7.

            	
              Matters
                over include the Title Company will issue an
                endorsement.