Exhibit 4.21

                    SUBORDINATION AND STANDSTILL AGREEMENT
                    --------------------------------------

      This Agreement  is made as of this the  25th day of March, 1999,  among
 FINOVA CAPITAL CORPORATION, a Delaware  corporation  ("Senior Lender"),  and
 M-Wave, Inc., a Delaware corporation ("Subordinated Lends"), and PC Dynamics
 of Texas, Inc., a Texas corporation, ("Borrower").

                             W I T N E S S E T H:

      WHEREAS,  Senior Lender  and  Borrower have  entered  into a  Loan  and
 Security Agreement,  dated as  of the  date  hereof (as  from time  to  time
 modified, extended, renewed,  or restated, the  "Loan Agreement"),  together
 with the other Loan  Documents (as defined in  the Loan Agreement),  whereby
 Senior Lender  has  made and  shall  make  available to  Borrower  a  credit
 facility in the aggregate amount of Two Million Thirty Five Thousand Dollars
 ($2,035,000.00) (collectively, the "Senior  Loan") therein set forth,  which
 Senior Loan is secured by certain  assignments of and security interests  in
 the assets of  Borrower, now or  hereafter existing, all  as more fully  set
 forth in the Loan Documents; and

      WHEREAS,  Borrower has issued  certain promissory notes  (collectively,
 the "Notes")  and  has  incurred  certain  otter  indebtedness  and  payment
 obligations under that certain Asset Purchase  Agreement, dated as of  March
 25,1999 (as  amended, the  "Purchase Agreement"),  all as  described in  the
 "Subordinated Debt Schedule" attached  hereto and incorporated herein,  (the
 Purchase Agreement  and  all  other documents  or  instruments  executed  in
 connection therewith, as from  time to time  modified, extended, renewed  or
 restated, collectively the "Subordinated Documents"); and

      WHEREAS, as set forth  in Section 19 hereof, Subordinated Lender  shall
 benefit from the execution and delivery of the Loan Agreement and the making
 of the Senior Loan; and

      WHEREAS, as a condition of the financing accommodations under the  Loan
 Documents, the parties hereto are required  to enter into this Agreement  to
 establish the  priority of  the  repayment of  the  Borrowers debt,  and  to
 address certain related matters; and

      WHEREAS,  Subordinated Lender and  Borrower desire to  enter into  this
 Agreement in order to induce Senior Lender to enter into the Loan  Agreement
 with Borrower and to make the Senior Loan.

      NOW, THEREFORE,  for good and  valuable consideration, the  sufficiency
 of which is hereby acknowledged, the parties agree as follows:

      1.    Definitions.   Except   as   otherwise   provided   herein,   all
 capitalized terms used in this Agreement shall have the meanings ascribed to
 such terms in the  Loan Agreement, provided that  the following terms  shall
 have the meanings set forth below:

      "Borrowers Property"  means all assets,  property and property  rights,
 of any kind or nature, tangible or intangible, now or hereafter existing, in
 which Borrower owns, asserts or maintains an interest.
<PAGE>
      "Finally  Paid" or "Final  Payment," when used  in connection with  the
 Senior Indebtedness shall mean the full,  final and indefeasible payment  of
 all of the  Senior Indebtedness and  the irrevocable  termination of  Senior
 Lenders obligation to make loans or other advances under the loan Agreement.

      "Insolvency Proceeding"  shall  mean  any  proceeding  commenced  by or
 against any Person under any provision of the Bankruptcy  Code, or under any
 other bankruptcy or insolvency law, including  assignments  for the  benefit
 of creditors,  formal  or  informal  moratoria,   compositions,   extensions
 generally  with  its  creditors,  or  proceedings  seeking   reorganization,
 arrangement, or other similar relief.

      "Liens" shall mean any mortgage, deed of trust, pledge, lien,  security
 interest, charge, set-off right or  other encumbrance, whether now  existing
 or hereafter created, acquired or arising.

      "Notes" shall have the meaning set forth in the recitals hereof.

      "Senior   Indebtedness"  means  all   principal,  interest  and   other
 obligations at any time due and  owing by Borrower to Senior Lender  arising
 out of or incurred in connection with the Loan Documents or other  documents
 executed in  connection with  the Senior  Loan (and  any indebtedness  which
 refinances such  principal, interest  or  other obligations),  as  modified,
 extended, renewed or restated, whether direct or contingent, and whether now
 existing or hereafter  created. Senior Indebtedness  shall include,  without
 limitation, interest which  accrues on the  principal amount  of the  Senior
 Indebtedness subsequent to the commencement of,  a case under Chapter 11  of
 the  Bankruptcy Code, but only to the  extent such interest is allowed as  a
 claim in such case.

      "Subordinated  Lender"   means,  individually  and  collectively,   the
 individuals and  entities  named on  the  signature page  hereto,  and  each
 reference herein  to "Subordinated  Lender" shall  be  deemed to  mean  each
 Subordinated Lender, individually and collectively, as the context requires.

      "Subordinated  Indebtedness"  means all  indebtedness  of  Borrower  to
 Subordinated Lender pursuant to the  Subordinated Documents and all  present
 and  future   loans,   advances,  debts,   liabilities,   obligations,   and
 indebtedness otherwise owing by Borrower to any Subordinated Lender, whether
 evidenced by any note, or other instrument or document, whether absolute  or
 contingent, due  or  to  become  due,  including,  without  limitation,  all
 interest charges,  expenses,  fees,  attorneys'  fees  and  any  other  sums
 chargeable  to   Borrower.  Notwithstanding   the  foregoing,   Subordinated
 Indebtedness shall not  include lease  payments due  and owing  Subordinated
 Lender pursuant to that certain Lease  Agreement of the facility located  at
 10501 FM 720 East, Frisco, Texas  75034, by and between Subordinated  Lender
 and Borrower, dated March 25, 1999.

      "Subordinated Lender  Remedies" means any action  which results in  (A)
 the sale, foreclosure,  realization on or  liquidation of  any of  Borrowers
 Property, (B) the execution on any  judgment obtained against Borrower,  (C)
 the acceleration of  the Subordinated Indebtedness,  (D) the  filing of  any
 petition or lien under any bankruptcy, insolvency or creditors' rights  laws
 with respect  to  Borrower,  or (E)  the  institution  or  exercise  against
 Borrower of any suit, legal action, arbitration or other enforcement remedy.

      "UCC"  shall mean  Article 9  of  the Uniform  Commercial Code,  as  in
 effect in the State of Arizona from time to time.
<PAGE>
      2.    Subordination.   Subordinated   Lender   hereby   postpones   and
 subordinates in right of payment all of the Subordinated Indebtedness to the
 Final Payment of all  of the Senior Indebtedness  as per this  Subordination
 and Standstill  Agreement. Subordinated  Lender does  not,  as of  the  date
 hereof, hold  any Liens  or security  interests  in Borrowers  Property  and
 hereby agrees that any Liens, security  interests, claims and rights  of any
 kind  Subordinated  Lender  may  hereafter  acquire  against  Borrower   and
 Borrowers Property (with the prior written  consent of Senior Lender)  shall
 be subordinate  and subject  to the  Liens, security  interests, claims  and
 rights against Borrower and/or Borrowers  Property of Senior Lender  arising
 from or out of the Senior Indebtedness,  regardless of the order or time  as
 of which any Liens  attach to any  of the Borrowers  Property, the order  or
 time of UCC filings or any other  filings or recordings., the order or  time
 of  granting  of  any such Liens, or  the physical possession of any of  the
 Borrowers  Property until  this Agreement is  terminated in accordance  with
 Section 26 hereof. If Borrower issues any instrument or document  evidencing
 the Subordinated Indebtedness each such instrument and document shall bear a
 conspicuous legend that  it is subordinated  to the  Senior Indebtedness  in
 accordance with the terms of this Agreement Borrowers books shall be  marked
 to evidence the subordination of all of the Subordinated Indebtedness to the
 holder of  Senior  Indebtedness,  in  accordance  with  the  terms  of  this
 Agreement Senior Lender  is authorized to  examine such books  from time  to
 time arid to make any notations required by this Agreement.

      3.    Warranties  and  Representations  of  Borrower  and  Subordinated
 Lender.  Borrower and Subordinated Lender each hereby  severally  represents
 and warrants to the Senior Lender that the Senior Lender has been  furnished
 with a true and correct copy of all instruments and securities evidencing or
 pertaining to the Subordinated Indebtedness. Borrower hereby represents  and
 warrants to the Senior Lender that this Agreement has been duly executed and
 delivered by Borrower and constitutes a legal, valid and binding  obligation
 of Borrower enforceable in  accordance with its terms  except to the  extent
 that the enforceability thereof may be limited by any applicable  bankruptcy
 insolvency, reorganization, moratorium or similar laws from time to time  in
 effect affecting generally the enforcement of creditors' rights and remedies
 and  general  principles  of  equity.  Subordinated  Lender  represents  and
 warrants to the   Senior  Lender:   (A) that  this Agreement  has been  duly
 executed and delivered by Subordinated Lender and constitutes a legal, valid
 and binding  Obligation  of  Subordinated  Lender  enforceable  against  the
 Subordinated Lender in accordance with its terms, except to the extent  that
 the enforceability  thereof may  be limited  by any  applicable  bankruptcy,
 insolvency; reorganization, moratorium or similar laws from, time to time in
 effect affecting generally the enforcement of creditors' rights and remedies
 and general principles of equity; (B) that Subordinated Lender is a Delaware
 corporation having its chief executive office at the address set forth below
 his name  on the  signature page  hereto; (C)  that Subordinated  Lender  is
 acquiring the Subordinated Indebtedness for its [his or her] own account and
 not with a view to the distribution thereof and has no present intention  of
 distributing the Subordinated Indebtedness; (D) that Subordinated Lender has
 not relied and shall  not rely on any  representation or information of  any
 nature made  by or  received  from Senior  Lender  relative to  Borrower  in
 deciding to execute this Agreement or to permit it to continue in effect.
<PAGE>
      4.    Negative Covenants.   Until all  at the  Senior Indebtedness  has
 been Finally Paid (A)  Borrower shall not1 directly  or indirectly, grant  a
 security interest in, mortgage, pledge,  assign or transfer any  properties,
 to secure or satisfy all or  any part of the Subordinated Indebtedness;  (B)
 Subordinated Lender shall not demand or accept from Borrower any collateral;
 (C) Borrower shall not discharge the Subordinated Indebtedness other than in
 accordance with  its terms;  (D) Subordinated  Lender  shall not  demand  or
 accept from Borrower any consideration which would result in a discharge  of
 the Subordinated Indebtedness other than in  accordance with its terms;  (E)
 Subordinated Lender shall not hereafter give any subordination in respect of
 the Subordinated  Indebtedness or  convert any  or all  of the  Subordinated
 Indebtedness  to  capital  stock,   equity,  ownership  interest  or   other
 securities of Borrower; (F) Subordinated Lender shall not transfer or assign
 any of the Subordinated  Indebtedness to any person1  except upon the  prior
 written consent of  Senior Lender  and subject  to the  condition that  such
 transferee or assignee shall have agreed in writing to be bound by the terms
 of this Agreement as a Subordinated Lender hereunder; (G) Borrower shall not
 hereafter issue any instrument security or other writing evidencing any part
 of the Subordinated Indebtedness, and Subordinated Lender shall not  receive
 any such writing, except  upon the condition that  such security shall  bear
 the legend referred to in Section 2 above  and a true copy thereof shall  be
 furnished to Senior  Lender; (H)  neither Borrower  nor Subordinated  Lender
 otherwise shall take any action contrary to Senior Lenders priority position
 over Subordinated  Lender that  is created  by this  Agreement, except  with
 respect to the exercise by Subordinated  Lender of the rights granted to  it
 in this Agreement.

      5.    Payments of Subordinated  Indebtedness.   Until all of the Senior
 Indebtedness has been Finally Paid, Borrower shall not make and Subordinated
 Lender shall not  accept any  direct or  indirect payment  or prepayment  in
 cash, property or securities, by set-off  or otherwise, with respect to  any
 Subordinated Indebtedness,  except  that  scheduled  payments  of  principal
 and/or interest under the Notes may  be paid in arrears ("Allowed  Payment")
 if, and only to the extent that at the time of any such Allowed Payment: (a)
 no "Event  of  Default"  has  occurred and  is  continuing  under  the  Loan
 Agreement and  no Event  of Default  would result  from the  making of  such
 Allowed Payment,  and  (b) according  to  the monthly  financial  statements
 submitted to Senior Lender  by Borrower pursuant to  the Loan Agreement  (i)
 Borrower will have a Debt Service Coverage Ratio of no less than 1.10 to 1.0
 and will be in  compliance with the other  financial covenants set forth  in
 Section 5(k)  of the  Loan  Agreement after  giving  effect to  the  Allowed
 Payment, and (ii) Borrower will have  at least Two Hundred Thousand  Dollars
 ($200,000.00) of Excess Availability under the Revolving Credit Loans  after
 giving effect to the Allowed Payment.
<PAGE>
      6.    Prohibition on Payments.

      (A)   Notwithstanding the  provisions  of  Section 5  above,  upon  the
 happening of  any  Event  of  Default  under and  as  defined  in  the  Loan
 Agreement, and upon receipt by Subordinated Lender of written notice thereof
 (the "Default Notice") from the Senior Lender, no direct or indirect payment
 or prepayment  in cash,  property or  securities, by  set-off or  otherwise,
 shall be  made or  agreed to  be made  by the  Borrower or  accepted by  the
 Subordinated Lender on account of the principal of. premium or  interest on,
 or any other amounts  in respect of the  Subordinated Indebtedness, and  the
 Borrower shall not segregate or hold in trust  money for any such payment or
 distribution, unless  and  until  the  Subordinated  Lender  has  received a
 written notice from the Senior Lender  that the default referred to in  such
 Default Notice has  been cured or  waived by Senior  Lender, and  thereafter
 Subordinated Lender shall be entitled to  the payment of suspended  payments
 of the Subordinated Indebtedness from Borrower,  to the extent permitted  as
 an Allowed Payment under Section 5 hereof, provided that no Event of Default
 will result from the making of such payments by Borrower.

      (B)   In the event that the Borrower shall make or Subordinated  Lender
 shall collect  any  payment on  account  of  the principal  of,  premium  or
 interest on or any other amounts due under the Subordinated Indebtedness  in
 contravention of  this Section  6,  such payments  shall  be paid  over  and
 delivered to the Senior Lender immediately upon receipt thereof.

      (C)   In the event  that any  failure of the  Borrower to  make or  the
 Subordinated Lender to receive any payment with respect to the  Subordinated
 Indebtedness as a result of the provisions of this Section 6 shall be deemed
 a default under the Subordinated Documents,  such event shall not give  rise
 to any  right of  Subordinated Lender  to exercise  any Subordinated  Lender
 Remedies, any  provision  of  the Subordinated  Documents  to  the  contrary
 notwithstanding.

      7.    Forbearance  of  Legal   Remedies.   Until  all   of  the  Senior
 Indebtedness has  been  Finally  Paid,  the  Subordinated Lender  shall  not
 exercise any Subordinated Lender Remedies or other remedies it may have  for
 a default  under  the Subordinated  Documents,  except as  permitted  below.
 Whether or not a Default Notice  is then in effect, the Subordinated  Lender
 may exercise one or  more or all  of the following  rights and remedies  (in
 each case,  subject at  all  times to  the  payment subordination  and  lien
 subordination  provisions  set  forth  in  this  Agreement),  but  only  the
 following rights and remedies, after prior  written notice to Senior  Lender
 and  upon the  occurrence of any of the  following conditions, including any
 such occurrence during the  effective period of any  Default Notice: (a)  an
 Insolvency Proceeding shall occur, or (b) the Senior Lender commences  legal
 proceedings against the Borrower.

      (i)   accelerate payment of the Subordinated Indebtedness;

      (ii)  commence  legal  proceedings   against  the   Borrower  and,   if
 requested  by  the  Senior  Lender,  become  a  co-plaintiff  in  any  legal
 proceedings commenced by the Senior Lender, provided, that in no event shall
 Subordinated Lender be permitted to execute on any judgment obtained against
 Borrower until the Senior Indebtedness shall  have been Finally Paid  unless
 the proceeds of such execution of judgment are paid to the Senior Lender for
 application against  the  Senior  Indebtedness, and  further  provided  that
 Subordinated Lender  shall  not be  permitted  to execute  on  any  judgment
 obtained against Borrower if the only predicate act above  the  acceleration
 of payment of the Senior Indebtedness; and
<PAGE>
      (iii) file  a  proof  of  claim   and  otherwise  participate  in   any
 Insolvency Proceeding.  The Subordinated Lender agrees to provide the Senior
 Lender with not less than six (6) days prior written notice of its intent to
 exercise any legal remedy,  which notice may be  given during any period  of
 time that a Default Notice is in effect.

      8.   Subordinated  Indebtedness Subordinated  to Prior  Payment of  All
 Senior Indebtedness  on Dissolution.  Liquidation or  Reorganization of  the
 Borrower.  Upon  any  distribution  of  assets   of  the  Borrower  in   any
 dissolution, winding  up,  liquidation  or reorganization  of  the  Borrower
 (whether in bankruptcy,  insolvency or receivership  proceedings or upon  an
 assignment for  the  benefit  of  creditors  or  otherwise)  tending  toward
 liquidation of the business and assets of Borrower:

      (A)   the holder of all Senior Indebtedness shall first be entitled  to
 receive payment in  full (or to  have such payment  duly provided  for in  a
 manner previously  agreed  upon or  otherwise  satisfactory to  it)  of  the
 principal thereof, and premium and interest  due thereon, and other  amounts
 payable comprising such Senior Indebtedness, before the Subordinated  Lender
 is entitled to receive any payment  on account of the principal of,  premium
 or interest on or any other amounts due under the Subordinated Indebtedness;
 and

      (B)   any payment  or distribution  of assets  of the  Borrower of  any
 kind or character,  whether in cash,  property or securities,  to which  the
 Subordinated Lender would be entitled except for these provisions, shall  be
 paid by the liquidating trustee or agent or other person making such payment
 or distribution directly to  the holder of the  Senior Indebtedness, to  the
 extent necessary  to  make  payment  in  full  of  all  Senior  Indebtedness
 remaining  unpaid,  after  giving  effect  to  any  concurrent  payment   or
 distribution  or  provision   therefor  to  the   holders  of  such   Senior
 Indebtedness.

      The Borrower shall give prompt written notice to the Senior Lender  and
 the Subordinated  Lender  of any  dissolution,  winding up.  liquidation  or
 reorganization of the Borrower or any  assignment for the benefit of any  of
 the creditors of the Borrower tending toward the liquidation of the business
 and assets of the Borrower.

      9.    Obligation of  Borrower Unconditional.  Nothing contained  herein
 or in the  Loan Documents is  intended to or  shall impair,  as between  the
 Borrower and the Subordinated Lender only,  the obligation of the  Borrower,
 which  is  absolute  and  unconditional,  to  pay  to  the  holder  of   the
 Subordinated Indebtedness the Subordinated Indebtedness as and when the same
 shall become due and  payable in accordance with  their terms, or to  affect
 the relative rights of the Subordinated Lender and creditors of the Borrower
 other than the Senior Lender.

      10.   Subordination  Rights  Not  Impaired  by  Acts  or  Omissions  of
 Borrower or Holder of Senior Indebtedness. No right of any present or future
 holder of  any  Senior Indebtedness  to  enforce subordination  as  provided
 herein shall at any time in any way be prejudiced or impaired by any act  or
 failure to act on  the part of the  Borrower by any act  or failure to  act,
 which act or failure  is in good faith,  by any such holder;  by any act  or
 failure to act by  any other holder  of the Senior  Indebtedness; or by  any
 noncompliance by  the Borrower  with the  terms  hereof, regardless  of  any
 knowledge thereof which  any such holder  may have or  be otherwise  charged
 with. Subordinated  Lender shall  not be  released, nor  shall  Subordinated
<PAGE>
 Lenders obligation  hereunder  be  in  anyway  diminished,  by  any  of  the
 following: (A) the exercise or the  failure to exercise by Senior Lender  of
 any rights or  remedies conferred  on it or  them under  the Loan  Documents
 hereunder or  existing at  law or  otherwise, or  against any  of  Borrowers
 Property; (B) the  commencement of an  action at law  or the  recovery of  a
 judgment at  law  against  Borrower  or  any  obligor  ("Obligor")  for  the
 performance of the Senior Indebtedness  and the enforcement thereof  through
 levy or execution or otherwise; (C)  the taking or institution or any  other
 action or proceeding against  Borrower or any Obligor;  or (D) any delay  in
 taking, pursuing,  or  exercising  any of  the  foregoing  actions,  rights,
 powers, or remedies (even though requested by Subordinated Lender) by Senior
 Lender or anyone acting for Senior  Lender. Without limiting the  generality
 of the  foregoing,  and  anything else  contained  herein  to  the  contrary
 notwithstanding, Senior Lender, from time to  time, without prior notice  to
 or the consent of Subordinated Lender, may take all or any of the  following
 actions without  in any  manner affecting  or  impairing the  obligation  or
 liability of Subordinated Lender hereunder (I)  obtain a lien or a  security
 interest in any  property to  secure any  of the  Senior Indebtedness;  (II)
 obtain the primary  and secondary  liability of  any party  or parties  with
 respect to any of the Senior Indebtedness; (III) renew, extend, or otherwise
 change the time for  payment of the Senior  Loan or any installment  thereof
 for any period; (IV)  release or compromise any  liability of any nature  of
 any person or entity with respect to the Senior Indebtedness; (V)  exchange,
 enforce, waive, release, and apply any of Borrowers Property and direct  the
 order or  manner of  sale thereof  as Senior  Lender may  in its  discretion
 determine; (VI) enforce their rights hereunder, whether or not Senior Lender
 shall proceed against any other person or entity; (VII) exercise its  rights
 to consent to  any action or  non-action of Borrower  which may violate  the
 covenants and agreements contained  in the Loan  Documents, with or  without
 consideration, on such terms and conditions  as may be acceptable to it;  or
 (VIII) exercise any of its rights conferred by the Loan Documents or by law.

      11.   Authority to  Act  for Subordinated  Lender.   Until  the  Senior
 Indebtedness has been Finally  Paid, in the  event an Insolvency  Proceeding
 shall occur and be continuing, if  the Subordinated Lender is within  forty-
 five (45) days of a final bar on exercising its right to present a proof  of
 debt, proof of claim, suit or other similar right available for the  purpose
 of protecting the Senior Lenders rights created by the subordination  herein
 (to the extent that any of  the foregoing proofs, procedures, or rights  are
 relevant in the context of  the particular Insolvency Proceeding  involved),
 Subordinated Lender shall advise Senior Lender prior to the date thirty (30)
 days before such  final bar occurs  whether Subordinated  Lender intends  to
 exercise its rights and present a proof of debt, proof of claim, file  suit,
 or preserve such other rights as are available to Subordinated Lender  prior
 to the expiration  of such  rights. In  the event  that Subordinated  Lender
 advises Senior Lender of its intention to let any such rights lapse,  Senior
 Lender shall thereupon  immediately have the  right to  act as  Subordinated
 Lender's attorney-in-fact for  the purposes  specified in  the remainder  of
 this Section 11 (but solely to the extent that any of the actions on  behalf
 of Senior  Lender authorized  hereby  are relevant  in  the context  of  the
 particular  Insolvency  Proceeding  involved).  In  the  event  Subordinated
 Lender, regardless of whether Subordinated Lender notified Senior Lender  of
 its intention to preserve  its rights or not,  is within fifteen  (15)  days
 of a final bar on exercising its right to present a proof of debt, proof  of
 claim, file suit or exercise such  other similar rights as are available  to
 Subordinated  Lender,  Senior  Lender  shall  have  the  right  to  act   as
 Subordinated Lender's attorney-in-fact  for the  purposes specified  herein,
 and Subordinated Lender hereby irrevocably  appoints Senior Lender its  true
<PAGE>
 and lawful  attorney,  with full  power  of  substitution, in  the  name  of
 Subordinated Lender or in the name of Senior Lender, for the use and benefit
 of Senior  Lender,  without further  or  additional notice  to  Subordinated
 Lender or any of its representatives. successors or assigns, to perform  the
 following acts, at Senior Lenders option, in such Insolvency Proceeding:

      (A)  To   enforce   or   vote  claims   comprising   the   Subordinated
 Indebtedness, either in its own name or in the name of Subordinated  Lender,
 by proof of debt, proof of claim, suit or otherwise; and

      (B)   To  collect  any  assets  of  Borrower  distributed,  divided  or
 applied by way of dividend or payment, or any securities issued, on  account
 of the Subordinated Indebtedness and to  apply the same, or the proceeds  of
 any realization upon the same that Senior Lender in its discretion elects to
 effect, to  the Senior  Indebtedness until  all of  the Senior  Indebtedness
 (including, without limitation, interest accruing on the Senior Indebtedness
 after the commencement of any bankruptcy  case, but only to the extent  such
 interest is included within the definition of Senior Indebtedness hereunder)
 has been paid in full, rendering  any surplus to Subordinated Lender if  and
 to the extent permitted by law.

      In  no event shall Senior Lender be  liable to Subordinated Lender  any
 failure to prove the Subordinated Indebtedness,  to exercise any right  with
 respect thereto or to collect any sums payable thereon

      12.   Waivers.  Borrower and Subordinated Lender each hereby waives, to
 the fullest extent permitted by law, any defense based on the adequacy: of a
 remedy at law which  might be asserted as  a bar to  the remedy of  specific
 performance of  this Agreement  in any  action brought  therefore by  Senior
 Lender. To the fullest extent permitted by law and except as to any  notices
 specified  in  this  Agreement,  notices  regarding  the  intended  sale  or
 disposition of any portion of the Collateral by Senior Lender, or any notice
 which  may  not  be  waived  in  accordance  with  the  UCC,  Borrower   and
 Subordinated  Lender  each  hereby  further  waives:  presentment,   demand,
 protest, notice of protest, notice of default or dishonor, notice of payment
 or nonpayment and  any and  all other  notices and  demands of  any kind  in
 connection with all negotiable instruments evidencing all or any portion  of
 the Senior Indebtedness or the  Subordinated Indebtedness to which  Borrower
 or Subordinated Lender may be  a party; prior notice  of and consent to  any
 loans made, extensions granted  or other action  taken in reliance  thereon;
 and all other  demands and  notices of every  kind in  connection with  this
 Agreement,  the  Senior  Indebtedness  or  the  Subordinated   Indebtedness.
 Subordinated Lender consents to any release, renewal, extension,  compromise
 or postponement of the  time of payment of  the Senior Indebtedness, to  any
 substitution, exchange  or  release  of  collateral  therefor,  and  to  the
 addition or release of any person primarily or secondarily liable thereon.

      13.   Indulgences Not Waivers.   Neither the  failure nor  any delay on
 the part of Senior Lender to exercise any right, remedy, power or  privilege
 hereunder shall operate as  a waiver thereof or  give rise to an.  estoppel,
 nor be construed as an agreement to modify the terms of this Agreement,  nor
 shall any  single  or  partial  exercise of  any  right,  remedy,  power  or
 privilege with respect to  any occurrence be construed  as a waiver of  such
 right, remedy, power or privilege with  respect to any other occurrence.  No
 waiver by a party hereunder shall be  effective unless it is in writing  and
 signed by  the  party  making such  waiver,  and  then only  to  the  extent
 specifically stated in such writing.
<PAGE>
      14.   Default.  If any material representation or warranty of  Borrower
 or Subordinated Lender in  this Agreement or  in any instrument  evidencing,
 securing or  relating  to  the  Senior  Indebtedness  proves  to  have  been
 materially false when made, or, in the event of a material breach by  either
 the Borrower  or  Subordinated Lender  in  the  performance of  any  of  the
 material terms of this Agreement, or any instrument or agreement evidencing,
 securing  or  relating  to  the  Senior  Indebtedness,  all  of  the  Senior
 Indebtedness shall, at the option of  Senior Lender, become immediately  due
 and payable without presentment,  demand, protest, or  notices of any  kind,
 notwithstanding  any  time  or  credit   otherwise  allowed.  At  any   time
 Subordinated Lender fails  to comply with  any provision  of this  Agreement
 that is applicable to Subordinated Lender, Senior Lender may demand specific
 performance of this  Agreement, whether or  not Borrower  has complied  with
 this Agreement,  and may  exercise  any other  remedy  available at  law  or
 equity.

      15.   Reliance on Judicial Order  or Certificate of Liquidating  Agent.
 Upon any payment or  distribution of assets of  the Borrower referred to  in
 this Agreement, the Subordinated Lender shall  be entitled to rely upon  any
 order or decree entered by any court of competent jurisdiction in which such
 insolvency,   bankruptcy,    receivership,   liquidation,    reorganization,
 dissolution, winding  up or  similar case  or proceeding  is pending,  or  a
 certificate of  a  trustee  in bankruptcy,  receiver,  liquidating  trustee,
 custodian, assignee  for the  benefit of  creditors, agent  or other  person
 making such payment or distribution,  delivered to the Subordinated  Lender,
 for the purpose of ascertaining the persons entitled to participate in  such
 payment or distribution, the amount thereof  or payable thereon, the  amount
 or amounts paid or distributed thereon and all other facts pertinent thereto
 or to this Agreement.

      16.   Amendment of the  Subordinated  Documents.   Subordinated  Lender
  agrees that it will  not, without the consent  of the Senior Lender,  amend
  the Subordinated Documents,  so as to  modify the  financial terms  thereof
  (including, without limitation, the amount of principal, rate of  interest,
  dividends, fees  and  prepayment premiums,  if  any), extend  the  maturity
  thereof  add  or  change  any   covenants  in  a  manner  materially   more
  restrictive to  the  Borrower, or  effect  any other  modification  to  the
  Subordinated Documents, which  would: be materially  adverse to the  Senior
  Lender.

      17.   Inconsistent or Conflicting Provisions.  In the event a provision
 of the  Loan Documents  or the  Subordinated Documents,  is inconsistent  or
 conflicts with  the provisions  of this  Agreement, the  provisions of  this
 Agreement shall govern and prevail.
<PAGE>
      18.   Notices.  All notices, requests, demands and other communications
 required or permitted under this Agreement or by law shall be in writing and
 shall be  deemed  to have  been  duly given,  made  and received  only  when
 delivered against  receipt or  when deposited  in the  United States  mails,
 certified or  registered mail,  return receipt  requested, postage  prepaid,
 addressed as set forth below, and  actually presented at the address of  the
 notice party.

           If to Senior Lender:

           FINOVA Capital Corporation
           355 South Grand Avenue, Suite 2400
           Los Angeles, California 90017
           Attention: David Sands

           If to Subordinated Lender:

           The address set forth below the
           signature of such Subordinated
           Lender on the signature page hereto.

           If to Borrower:

           PC Dynamics of Texas, Inc.
           10501 FM 720 East
           Frisco, Texas 75035

      Any addressee may alter the  address to which communications are to  be
 sent by  giving notice  of such  change of  address in  conformity with  the
 provisions of this Section for the giving of notice.

       19.  Benefit.  Subordinated  Lender represents and  warrants that  the
 making  of  the  Senior  Loan  will  benefit  Subordinated  Lender  in  that
 Subordinated Lender is financially interested  in Borrower and will  benefit
 from the  financial success  of Borrower.  Subordinated Lender  acknowledges
 that Senior Lender would not make the  Senior Loan but for the execution  of
 this Agreement. Therefore; Subordinated Lender has received good, sufficient
 and adequate consideration for the making of this Agreement.

      20.   Entire Agreement.  This  Agreement constitutes and expresses  the
 entire understanding between the parties hereto with respect to the  subject
 matter hereto and  supersedes all prior  and contemporaneous agreements  and
 understandings, inducements or conditions, whether express or implied,  oral
 or written. Neither this Agreement nor  any portion or provision hereof  may
 be changed, waived  or amended  orally or  in any  manner other  than by  an
 agreement in  writing  signed  by  Senior  Lender  and  Subordinated  Lender
 provided, however, any  such change, waiver  or amendment  shall be  binding
 upon the Borrower by its written consent thereto.

      21.   Additional  Documentation.    Borrower  and  Subordinated  Lender
 shall execute  and deliver  to Senior  Lender such  further instruments  and
 shall take such  further action  as Senior Lender may  at any time or  times
 reasonably request in order to carry  out the provisions and intent of  this
 Agreement.
<PAGE>
      22.   Expenses.   Borrower agrees to  pay Senior  Lender on  demand all
 expenses of every  kind, including reasonable  attorney's fees, that  Senior
 Lender may incur in enforcing any of its rights against Borrower under  this
 Agreement. As between Senior Lender and  the Subordinated Lender, the  court
 may, in the exercise of its discretion, award attorneys fees to a prevailing
 party, in a manner consistent with Arizona law governing actions arising out
 of a contract, and the prevailing party shall have the right to petition the
 court to make such award.

      23.   Successors  and Assigns.    This  Agreement shall  inure  to  the
 benefit of Senior Lender, its successors  and assigns, and shall be  binding
 upon Borrower and its successors and  assigns, and each Subordinated  Lender
 and their respective heirs, legatees, distributees, transferees,  executors,
 administrators and personal representatives  and assigns, including  without
 limitation, any subsequent holders of the Note.  Senior Lender without prior
 notice or  consent of  any kind,  may sell,  assign or  transfer the  Senior
 Indebtedness, and  in such  event each  and every  immediate and  successive
 assignee or transferee thereof  may be given the  right by Senior Lender  to
 enforce this Agreement in full against Borrower and Subordinated Lender,  by
 suit or  otherwise,  for its  own  benefit, provided  that  such  successor,
 assignee or transferee agrees to be bound by the terms of this Agreement.

      24.   Covenant Not to  Challenge.  This  Agreement has been  negotiated
 by the parties with the expectation and in reliance upon the assumption that
 the instruments and documents evidencing  the Senior Indebtedness are  valid
 and enforceable.  In  determining  whether to  enter  into  this  Agreement,
 Subordinated Lender has  assumed such validity  and enforceability, and  has
 agreed to  the  provisions contained  herein,  without relying  upon  any189
 reservation of a right to challenge  or call into question such validity  or
 enforceability.  As   between  Senior   Lender  and   Subordinated   Lender,
 Subordinated Lender  hereby  covenants and  agrees,  to the  fullest  extent
 permitted by law, that it shall  not initiate in any proceeding a  challenge
 to  the  validity  or  enforceability  of  the  documents  and   instruments
 evidencing the Senior Indebtedness, nor shall Subordinated Lender  instigate
 other parties to raise  any such challenges,  nor shall Subordinated  Lender
 participate in or otherwise assert any  such challenges which are raised  by
 other parties.  The foregoing notwithstanding,  in the event that any  other
 party is successful  in establishing the  invalidity or unenforceability  of
 any of the documents or instruments evidencing the Senior Indebtedness, then
 Subordinated Lender shall  be entitled to  the benefit of  such result,  and
 Subordinated Lender shall not  be bound by  the subordination provisions  of
 this Agreement to the extent of such invalidity or unenforceability.

      25.   Subrogation.  Subject   to  the   foregoing  provisions   hereof,
 provided that the Senior Indebtedness has  been Finally Paid (and shall  not
 be subject  to avoidance  under  Section 547  of  the Bankruptcy  Code)  the
 Subordinated Lender  shall  be subrogated,  to  the extent  of  such  Senior
 Indebtedness  so  paid,  to  the  rights  of  the  holder  of  such   Senior
 Indebtedness to receive payments or distributions or assets of the  Borrower
 that secure  such  Senior  Indebtedness  until  all  amounts  owing  on  the
 Subordinated Indebtedness shall be  paid in full.   For the purpose of  such
 subrogation no  payments  or  distributions to  the  holder  of  the  Senior
 Indebtedness by  or  on behalf  of  the Borrower  or  by or  on  behalf  of
 Subordinated Lender by virtue of the provisions hereof which otherwise would
 have been made to the Subordinated Lender shall, as between the Borrower,  a
 creditor of  the Borrower  (other than  Subordinated Lender  and The  Senior
 Lender) and the Subordinated Lender, be deemed to be payment by the Borrower
<PAGE>
 to or on account of the Subordinated Indebtedness, it being understood  that
 the provisions  of this  Agreement are,  and are  intended solely,  for  the
 purpose of defining the  relative rights of Subordinated  Lender on the  one
 hand, and Senior Lender  on the other hand.  In the event that  Subordinated
 Lender turns over to any Senior Lender any payment or contributions received
 by it  in accordance  with this  Agreement, Subordinated  Lender shall,  for
 purposes of determining whether any default under the Subordinated Documents
 has occurred, be deemed never to have received such payment or distribution.
 In the event  that Borrower  fails to  make any  payment on  account of  the
 Subordinated Indebtedness by reason of any provision contained herein,  such
 failure shall, notwithstanding such provision contained herein, constitute a
 default with respect to the Subordinated  Indebtedness if and to the  extent
 such failure would otherwise  constitute such a  default in accordance  with
 the terms of the Subordinated Indebtedness.

      26.   Termination  of Agreement.   This  Agreement  shall  continue and
 shall be irrevocable until the date all of the Senior Indebtedness has  been
 Finally Paid by Borrower or otherwise discharged and released by the  Senior
 Lender.

      27.   Reinstatement.   The obligations of Subordinated Lender under the
 Agreement shall continue to be effective, or be reinstated, as the ease  may
 be, if at  any time any  payment in respect  of any  Senior Indebtedness  is
 rescinded or must  otherwise be  restored or  returned by  Senior Lender  by
 reason  of  any  bankruptcy,  reorganization,  arrangement,  composition  or
 similar proceeding  or  as  a  result of  the  appointment  of  a  receiver,
 intervenor or conservator of, or trustee or similar officer for, Borrower or
 any substantial  part of  its property,  or otherwise,  all as  though  such
 payment had not been made.

      28.   Governing Law.   THE  VALIDITY, CONSTRUCTION  AND  ENFORCEMENT OF
 THIS AGREEMENT  SHALL BE  GOVERNED BY  THE  INTERNAL LAWS  OF THE  STATE  OF
 ARIZONA. BORROWER AND SUBORDINATED LENDER  HEREBY  AGREE THAT ALLOCATIONS OR
 PROCEEDINGS INITIATED BY EITHER BORROWER OR SUBORDINATED LENDER AND  ARISING
 DIRECTLY OR INDIRECTLY  OUT OF  THIS AGREEMENT  SHALL BE  LITIGATED IN  A190
 MARICOPA COUNTY, ARIZONA SUPERIOR COURT OR THE UNITED STATES DISTRICT  COURT
 FOR THE DISTRICT OF ARIZONA OR,  IF SENIOR LENDER INITIATES SUCH ACTION,  IN
 ADDITION TO THE FOREGOING COURTS, ANY  COURT IN WHICH LENDER SHALL  INITIATE
 SUCH ACTION, TO THE EXTENT SUCH COURT HAS JURISDICTION. EACH OF BORROWER AND
 SUBORDINATED LENDER HEREBY EXPRESSLY SUBMIT AND  CONSENT IN ADVANCE TO  SUCH
 JURISDICTION IN  ANY ACTION  OR PROCEEDING  COMMENCED BY  SENIOR LENDER  AND
 HEREBY WAIVES ANY  CLAIM THAT SUCH  COURTS ARE AN  INCONVENIENT FORUM OR  AN
 IMPROPER FORUM BASED UPON  LACK OF VENUE. THE  EXCLUSIVE CHOICE OF FORUM  AS
 SET FORTH IN THIS SECTION SHALL  NOT BE DEEMED TO PRECLUDE THE  ENFORCEMENT,
 BY SENIOR LENDER, OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING.
 BY SENIOR LENDER, OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE
 JURISDICTION, AND EACH OF BORROWER AND SUBORDINATED LENDER HEREBY WAIVE  THE
 RIGHT TO COLLATERALLY ATTACK SUCH JUDGMENT OR ACTION.

      29.   Jury  Trial.   SENIOR  LENDER,  SUBORDINATED LENDER  AND BORROWER
 WAIVE TRIAL BY JURY IN ANY DISPUTE ARISING FROM, UNDER OR IN CONNECTION  WTH
 THIS AGREEMENT.
<PAGE>
      30.   Severability.   The provisions  of this Agreement are independent
 of and separable  from each  other. If any  provision hereof  shall for  any
 reason be held  invalid or unenforceable,  it is the  intent of the  parties
 that such invalidity or  unenforceability shall not  affect the validity  or
 enforceability of any other provision hereof, and that this Agreement  shall
 be construed as if  such invalid or unenforceable  provision had never  been
 contained herein.

      31.   Counterparts.   This  Agreement may be  executed in any number of
 separate counterparts, all of which,  when taken together, shall  constitute
 one and the same instrument, notwithstanding  the fact that all parties  did
 not sign the same counterpart.


      IN WITNESS WHEREOF, the parties hereto have executed this Agreement  as
 of the date first above written.

           SUBORDINATED LENDER:          M-Wave, Inc.,
                                         a Delaware corporation


                                         By:   /s/
                                         Name: ____________________
                                         Title: ___________________
                                         Address: _________________
                                         __________________________


           SENIOR LENDER:                FINOVA CAPITALCORPORATION,
                                         a Delaware corporation


                                         By: /s/
                                             -----------------------------
                                             Pete Martinez, Vice-President



           BORROWER:                     PC DYNAMICS OF TEXAS, INC.,
                                         a Texas Corporation

                                         By: /s/
                                             -----------------------
                                             D. Ron Allen, President



                            LEGEND TO BE INSERTED
                                AT THE TOP OF
                              SUBORDINATED NOTES
                              ------------------

 ALL INDEBTEDNESS EVIDENCED HEREBY AND  REFERENCED HEREIN IS SUBORDINATED  IN
 RIGHT OF PAYMENT TO THE  PRIOR PAYMENT IN FULL  OF ALL INDEBTEDNESS OWED  TO
 FINOVA CAPITAL CORPORATION AS  SET FORTH IN  THAT CERTAIN SUBORDINATION  AND
 STANDS TILL AGREEMENT AMONG  FINOVA CAPITAL CORPORATION,  THE PAYEE OF  THIS
 NOTE AND THE OTHER PARTIES NAMED THEREIN