Exhibit 4.46

                                 PROMISSORY NOTE

FACE  AMOUNT                                                $192,000
PRICE                                                       $160,000
INTEREST  RATE                                        0%  per  month
NOTE  NUMBER                                    September-  2005-101
ISSUANCE  DATE                                  September  16,  2005
MATURITY  DATE                                      March  16,  2006

     FOR  VALUE RECEIVED, NeWave, Inc., a Utah corporation (the "Company"), (OTC
BB:  NWAV)  hereby  promises  to  pay DUTCHESS PRIVATE EQUITIES FUND,  L.P. (the
"Holder")  within  the  Maturity  Date,  or  earlier, the Amount  of One Hundred
Ninety-Two  Thousand Dollars ($192,000) U.S., in such amounts, at such times and
on  such  terms  and  conditions  as  are  specified  herein  (this  "Note").

     Any  capitalized  terms  not  defined  in  this  Note  are  defined  in the
Investment  Agreement  for  the  Equity  Line  of Credit between Preston Capital
Partners,  LLC  (the  "Investor")  and the Company (the "Investment Agreement").

Article  1     Method  of  Payment

     Payments  made  by  the  Company  in  satisfaction  of  this  Note  (each a
"Payment,"  and  collectively,  the "Payments") shall be made from each Put from
the  Equity  Line  of  Credit  with  the  Investor  given  by the Company to the
Investor.  The  Company  shall  make payments to the Holder in the amount of One
Hundred  percent (100%) of each Put Amount (the "Payment Amount") until the Face
Amount  is  paid  in  full on all outstanding Promissory Notes currently due and
payable  by  the Company ("Prior Notes"), minus any fees due. First payment will
be  due  at  the successful Closing of the first Put ("Payment Date" or "Payment
Dates"),  and  all  subsequent payments will be made at the Closing of every Put
thereafter,  until  this  Note is paid in full. Notwithstanding any provision to
the  contrary  in  this Note, the Company may pay in full to the Holder the Face
Amount, or any balance remaining thereof, in readily available funds at any time
and from time to time without penalty. Failure to do so will constitute an Event
of  Default  under  this  Agreement  and the Holder may immediately seek to take
actions  as  described  under  Article 4 of this Agreement. Payments pursuant to
this  Note  shall  be made directly from the Closing of each Put ("Put Closing")
and shall be wired directly to the Holder from the Investor on the Closing Date.

     The  Company  hereby  authorizes the Investor  to make Payments directly to
the Holder upon Closing of each Put.  The Agreement shall serve as authorization
for  disbursement  of any funds from the Equity Line until such time as the Face
Amount  is  received.

Article  2     Collateral

The  Company  does  hereby  agree  to allow the Holder to use the 25 Put Notices
("Collateral")  from  Note  Numbers February 2005 101 and April 2005 101 ("Prior
Notes")  to  the  Investor  as  Collateral  for  this  Note.

Article  3     Unpaid  Amounts

In  the  event  that  on the Maturity Date the Company has any remaining amounts
unpaid  on  this  Note  (the "Residual Amount"), shall cause an Event of Default
under  this  Agreement  and  the  Holder may immediately seek to take actions as
described  under  Article  4  of  this  Agreement.

Article  4     Defaults  and  Remedies

Section 4.1     Events of Default.

An  "Event  of Default" or "Default" occurs if (a) the Company does not make the
Payment  of  the  Face  Amount  of this Note within two (2) business days of the
applicable Closing of a Put or the Maturity Date, as applicable, upon redemption
or  otherwise,  (b)  the  Company,  pursuant  to  or  within  the meaning of any
Bankruptcy  Law  (as  hereinafter defined): (i) commences a voluntary case; (ii)
consents  to the entry of an order for relief against it in an involuntary case;
(iii)  consents to the appointment of a Custodian (as hereinafter defined) of it
or for all or substantially all of its property; (iv) makes a general assignment
for  the  benefit  of  its  creditors;  or (v) a court of competent jurisdiction
enters  an  order  or  decree  under  any Bankruptcy Law that: (A) is for relief
against  the  Company  in  an  involuntary case; (B) appoints a Custodian of the
Company  or  for  all  or  substantially  all of its property; or (C) orders the
liquidation  of  the  Company,  and  the order or decree remains unstayed and in
effect  for  sixty (60) calendar days; (c) the Company's $0.001 par value common
stock (the "Common Stock") is suspended or is no longer listed on any recognized
exchange, including an electronic over-the-counter bulletin board, for in excess
of  two  (2) consecutive trading days; or (d) the registration statement for the
underlying  shares in the Investment Agreement does not remain effective for any
reason or (e) the Company fails to comply with the Articles of this Agreement as
outlined.  As used in this Article 4.1, the term "Bankruptcy Law" means Title 11
of  the United States Code or any similar federal or state law for the relief of
debtors.  The term "Custodian" means any receiver, trustee, assignee, liquidator
or  similar  official  under  any  Bankruptcy  Law.

     In  the  Event  of Default, the Holder may elect to secure a portion of the
Company's  assets  not to exceed 200% of the Face Amount of the Note, including,
but not limited to: accounts receivable, cash, marketable securities, equipment,
building,  land  or  inventory.  The  Holder may also elect to garnishee Revenue
from  the  Company  in  an  amount  that  will repay the Holder on the schedules
outlined  in  this  Agreement.

            For  each  Event  of  Default,  as  outlined  in this Agreement, the
Holder  can  exercise  its right to increase the Face Amount of the Debenture by
ten percent (10%) as an initial penalty and for each Event of Default under this
Agreement.  In addition, the Holder may elect to increase the Face Amount by two
and  one-half  percent  (2.5%)  per month paid as a penalty for liquated damages
("Liquidated  Damages").  The  Liquated Damages will be compounded daily.  It is
the  intention  and  acknowledgement of both parties that the Liquidated Damages
not  be  deemed  as  interest.

     In  the  event of a Default , the Holder shall also have the right, but not
the  obligation,  to 1) switch the Residual Amount to a three-year ("Convertible
Maturity  Date"),  10%  interest  bearing  convertible  debenture  at  the terms
described in Article 4.2 (the "Convertible Debenture"). At such time of Default,
the  Convertible  Debenture  shall  be  considered  closed ("Convertible Closing
Date").  If  the  Holder chooses to convert the Residual Amount to a Convertible
Debenture,  the Company shall have twenty (20) business days after notice of the
same  (the  "Notice  of Convertible Debenture") to file a registration statement
covering  an  amount  of  shares  equal  to  300%  of  the Residual Amount. Such
registration  statement  shall be declared effective under the Securities Act of
1933,  as  amended  (the  "Securities  Act"),  by  the  Securities  and Exchange
Commission  (the  "Commission")  within 40 business days of the date the Company
files  such  Registration Statement. In the event the Company does not file such
registration statement within twenty (20) business days of the Holder's request,
or such registration statement is not declared by the Commission to be effective
under  the  Securities Act within the time period described above , the Residual
Amount  shall  increase by $1,000 per day. In the event the Company is given the
option  for  accelerated  effectiveness of the registration statement, it agrees
that it shall cause such registration statement to be declared effective as soon
as reasonably practicable. In the event that the Company is given the option for
accelerated  effectiveness  of  the  registration  statement, but chooses not to
cause  such  registration statement to be declared effective on such accelerated
basis,  the  Residual  Amount shall increase by $1,000 per day commencing on the
earliest  date  as of which such registration statement would have been declared
to  be  effective  if subject to accelerated effectiveness; or 2) the Holder may
increase  the  Payment Amount described under Article 1 to fulfill the repayment
of the Residual Amount. The Company shall provide full cooperation to the Holder
in  directing  funds  owed to the Holder on any Put to the Investor. The Company
agrees  to  diligently  carry out the terms outlined in the Investment Agreement
for  delivery  of  any  such  shares. In the event the Company is not diligently
fulfilling  its  obligation  to direct funds owed to the Holder from Puts to the
Investor,  as  reasonably determined by the Holder, the Holder may, after giving
the  Company  two  (2)  business days' advance notice to cure the same, elect to
increase  the  Residual  Amount  of the Note by 2.5% each day, compounded daily.

Article  4.2  Conversion  Privilege

(a)     The  Holder  shall  have  the right to convert the Convertible Debenture
into  shares  of Common Stock at any time following the Convertible Closing Date
which  is  before  the  close of business on the Convertible Maturity Date.  The
number of shares of Common Stock issuable upon the conversion of the Convertible
Debenture  shall be determined pursuant to Article 4.3, but the number of shares
issuable  shall  be rounded up or down, as the case may be, to the nearest whole
share.

(b)     The Convertible Debenture may be converted, whether in whole or in part,
at  any  time  and  from  time  to  time.

(c)     In  the  event  all  or  any  portion  of  the  Convertible  Debenture
remains  outstanding  on  the  Convertible  Maturity  Date  (the  "Debenture
Residual  Amount"),  the  unconverted portion of such Convertible Debenture will
automatically  be  converted  into  shares  of  Common Stock on such date in the
manner  set  forth  in  Article  4.3.

Article  4.3  Conversion  Procedure.

The Residual Amount may be converted, in whole or in part any time and from time
to  time,  following  the  Convertible  Closing  Date.  Such conversion shall be
effectuated  by  surrendering  to  the Company, or its attorney, the Convertible
Debenture  to  be  converted together with a facsimile or original of the signed
notice  of conversion (the "Notice of Conversion"). The date on which the Notice
of Conversion is effective ("Conversion Date") shall be deemed to be the date on
which  the  Holder  has  delivered to the Company a facsimile or original of the
signed Notice of Conversion, as long as the original Convertible Debenture(s) to
be  converted  are  received  by  the  Company  within  five  (5)  business days
thereafter.  At  such  time  that  the  original  Convertible Debenture has been
received  by  the  Company,  the  Holder  can  elect whether a reissuance of the
Convertible  Debenture  is  warranted,  or  whether  the  Company can retain the
Convertible  Debenture  as  to  a  continual  conversion  by  the  Holder.
Notwithstanding  the  above,  any Notice of Conversion received by 4:00 P.M. EST
shall  be deemed to have been received the following business day (receipt being
via  a  confirmation  of  the  time  such facsimile to the Company is received).

(a)  Common  Stock  to  be  Issued.  Upon  the  conversion  of  any  Convertible
Debentures,  and  upon  receipt by the Company or its attorney of a facsimile or
original of the Holder's signed Notice of Conversion, the Company shall instruct
its  transfer  agent  to issue stock certificates without restrictive legends or
stop  transfer  instructions,  if  at  that time the aforementioned registration
statement  described  in Article 4.1 has been declared effective (or with proper
restrictive  legends  if the registration statement has not as yet been declared
effective), in such denominations to be specified at conversion representing the
number  of  shares of Common Stock issuable upon such conversion, as applicable.
In  the event that the Debenture is aged one year and deemed sellable under Rule
144, the Company shall, upon a Notice of Conversion, instruct the transfer agent
to issue free trading certificates without restrictive legends, subject to other
applicable  securities  laws.  The  Company  is responsible to provide all costs
associated  with  the  issuance  of the shares, including but not limited to the
opinion  letter,  FedEx  of the certificates and any other costs that arise. The
Company  shall  act  as  registrar  and  shall  maintain  an  appropriate ledger
containing the necessary information with respect to each Convertible Debenture.
The  Company  warrants that no instructions, other than these instructions, have
been  given  or  will  be  given to the transfer agent and that the Common Stock
shall  otherwise  be freely resold, except as may be set forth herein or subject
to  applicable  law.

(b) Conversion Rate. Holder is entitled to convert the Debenture Residual Amount
, plus accrued interest, anytime following the Convertible Maturity Date, at the
lesser  of  (i)  75%  of  the average of the lowest closing bid price during the
fifteen (15) trading days immediately preceding the Convertible Maturity Date or
(ii)  75%  of  the lowest bid price for the twenty (20) trading days immediately
preceding  the  Convertible  Maturity  Date  ("Fixed  Conversion  Price").  No
fractional  shares  or  scrip representing fractions of shares will be issued on
conversion,  but  the  number of shares issuable shall be rounded up or down, as
the  case  may  be,  to  the  nearest  whole  share.

(c)     Nothing  contained  in  the  Convertible  Debenture  shall  be  deemed
to  establish  or  require  the  payment  of interest to the Holder at a rate in
excess  of  the  maximum rate permitted by governing law.  In the event that the
rate  of  interest  required  to  be  paid exceeds the maximum rate permitted by
governing  law,  the  rate  of  interest required to be paid thereunder shall be
automatically  reduced to the maximum rate permitted under the governing law and
such  excess  shall  be returned with reasonable promptness by the Holder to the
Company.

(d)     It  shall  be the Company's responsibility to take all necessary actions
and  to  bear  all  such  costs  to  issue  the Common Stock as provided herein,
including  the  responsibility and cost for delivery of an opinion letter to the
transfer  agent,  if  so  required.  Holder shall be treated as a shareholder of
record  on  the  date  Common Stock is issued to the Holder. If the Holder shall
designate  another  person  as  the  entity  in  the  name  of  which  the stock
certificates  issuable  upon  conversion  of the Convertible Debenture are to be
issued  prior  to the issuance of such certificates, the Holder shall provide to
the  Company evidence that either no tax shall be due and payable as a result of
such  transfer  or  that  the applicable tax has been paid by the Holder or such
person. Upon surrender of any Convertible Debentures that are to be converted in
part, the Company shall issue to the Holder a new Convertible Debenture equal to
the  unconverted  amount,  if  so  requested  in  writing  by  the  Holder.

(e)     Within  five  (5)  business  days  after  receipt  of  the documentation
referred  to  above  in  Article  4.2,  the  Company  shall  deliver  a
certificate,  for  the  number  of  shares  of  Common  Stock  issuable upon the
conversion.  In the event the Company does not make delivery of the Common Stock
as instructed by Holder within five (5) business days after the Conversion Date,
then  in such event the Company shall pay to the Holder one percent (1%) in cash
of  the  dollar  value  of  the  Debenture  Residual Amount remaining after said
conversion,  compounded  daily,  per each day after the fifth (5th) business day
following  the  Conversion  Date  that  the Common Stock is not delivered to the
Purchaser.

     The  Company  acknowledges  that  its  failure  to deliver the Common Stock
within five (5) business days after the Conversion Date will cause the Holder to
suffer  damages  in  an amount that will be difficult to ascertain. Accordingly,
the parties agree that it is appropriate to include in this Note a provision for
liquidated damages The parties acknowledge and agree that the liquidated damages
provision set forth in this section represents the parties' good faith effort to
quantify  such  damages  and,  as  such,  agree that the form and amount of such
liquidated damages are reasonable and will not constitute a penalty. The payment
of  liquidated  damages  shall  not  relieve the Company from its obligations to
deliver  the  Common  Stock pursuant to the terms of this Convertible Debenture.

(f)  The  Company  shall  at  all  times  reserve  (or  make alternative written
arrangements  for  reservation or contribution of shares) and have available all
Common  Stock  necessary to meet conversion of the Convertible Debentures by the
Holder  of  the entire amount of Convertible Debentures then outstanding. If, at
any time the Holder submits a Notice of Conversion and the Company does not have
sufficient authorized but unissued shares of Common Stock (or alternative shares
of  Common Stock as may be contributed by stockholders of the Company) available
to  effect,  in  full, a conversion of the Convertible Debentures (a "Conversion
Default,"  the  date of such default being referred to herein as the "Conversion
Default  Date"),  the  Company  shall  issue  to the Holder all of the shares of
Common  Stock  which  are  available,  and  the  Notice  of Conversion as to any
Convertible  Debentures  requested  to  be  converted  but  not  converted  (the
"Unconverted  Convertible Debentures"), may be deemed null and void upon written
notice  sent  by  the Holder to the Company. The Company shall provide notice of
such  Conversion  Default  ("Notice  of  Conversion  Default") to the Holder, by
facsimile  within  three  (3)  business  days of such default (with the original
delivered  by  overnight  mail  or  two  day courier), and the Holder shall give
notice  to  the Company by facsimile within five (5) business days of receipt of
the  original  Notice  of  Conversion  Default  (with  the original delivered by
overnight  mail or two day courier) of its election to either nullify or confirm
the  Notice  of  Conversion.

     The  Company  agrees  to  pay  the Holder payments for a Conversion Default
("Conversion  Default  Payments")  in  the  amount  of  (N/365),  multiplied  by
..24,  multiplied  by  the  initial issuance price of the outstanding or tendered
but  not  converted  Convertible  Debentures  held  by the Holder, where N = the
number  of  days  from  the  Conversion  Default  Date  to  the  date  (the
"Authorization  Date") that the Company authorizes a sufficient number of shares
of  Common  Stock  to effect conversion of all remaining Convertible Debentures.
The  Company  shall  send  notice  ("Authorization  Notice")  to the Holder that
additional shares of Common Stock have been authorized, the Authorization  Date,
and  the  amount  of  Holder's accrued Conversion Default Payments.  The accrued
Conversion  Default  shall  be  paid in cash or shall be convertible into Common
Stock  at  the  conversion  rate  set  forth  in  the  first  sentence  of  this
paragraph,  upon  written  notice  sent  by  the  Holder  to  the Company, which
Conversion  Default  shall  be  payable as follows:  (i) in the event the Holder
elects  to  take such payment in cash, cash payments shall be made to the Holder
by  the  fifth  (5th)  day of the following calendar month, or (ii) in the event
Holder elects to take such payment in stock, the Holder may convert such payment
amount into Common Stock at  the conversion rate set forth in the first sentence
of  this  paragraph  at any time after the fifth (5th) day of the calendar month
following  the  month  in which the Authorization Notice was received, until the
expiration  of  the  mandatory  three  (3)  year  conversion  period.

The  Company  acknowledges  that  its failure to maintain a sufficient number of
authorized but unissued shares of Common Stock to effect in full a conversion of
the Convertible Debentures will  cause  the  Holder  to  suffer  damages  in  an
amount  that  will  be  difficult  to  ascertain. Accordingly, the parties agree
that  it  is appropriate to include in this Agreement a provision for liquidated
damages.  The  parties  acknowledge  and  agree  that  the  liquidated  damages
provision set forth in this section represents the parties' good faith effort to
quantify  such  damages  and,  as  such,  agree that the form and amount of such
liquidated  damages  are  reasonable  and  will  not  constitute a penalty.  The
payment of liquidated damages shall not relieve the Company from its obligations
to deliver the Common Stock pursuant to the terms of this Convertible Debenture.

(g) If, by the fifth (5th) business day after the Conversion Date of any portion
of  the  Convertible  Debentures  to  be  converted  (the  "Delivery Date"), the
transfer  agent fails for any reason to deliver the Common Stock upon conversion
by  the  Holder  and  after such Delivery Date, the Holder purchases, in an open
market  transaction or otherwise, shares of Common Stock (the "Covering Shares")
solely  in  order  to make delivery in satisfaction of a sale of Common Stock by
the  Holder  (the "Sold Shares"), which delivery such Holder anticipated to make
using  the Common Stock issuable upon conversion (a "Buy-In"), the Company shall
pay  to  the  Holder, in addition to any other amounts due to Holder pursuant to
this  Convertible  Debenture,  and  not  in  lieu thereof, the Buy-In Adjustment
Amount (as defined below). The "Buy In Adjustment Amount" is the amount equal to
the  excess,  if  any,  of  (x)  the  Holder's  total  purchase price (including
brokerage commissions, if any) for the Covering Shares over (y) the net proceeds
(after  brokerage  commissions,  if any) received by the Holder from the sale of
the  Sold  Shares.  The  Company  shall  pay the Buy-In Adjustment Amount to the
Holder  in  immediately available funds within five (5) business days of written
demand  by  the  Holder.  By  way  of  illustration and not in limitation of the
foregoing,  if  the  Holder  purchases  shares  of  Common  Stock having a total
purchase  price  (including  brokerage commissions) of $11,000 to cover a Buy-In
with  respect to shares of Common Stock it sold for net proceeds of $10,000, the
Buy-In Adjustment Amount which the Company will be required to pay to the Holder
will  be  $1,000.

(h)  The  Company  shall defend, protect, indemnify and hold harmless the Holder
and all of its shareholders, officers, directors, employees, counsel, and direct
or  indirect  investors  and  any  of  the  foregoing  person's  agents or other
representatives  (including,  without  limitation,  those retained in connection
with  the  transactions  contemplated  by  this  Agreement)  (collectively,  the
"Article  4.3(h)  Indemnitees")  from and against any and all actions, causes of
action,  suits, claims, losses, costs, penalties, fees, liabilities and damages,
and  expenses  in connection therewith (irrespective of whether any such Article
4.3(h)  Indemnitee  is a party to the action for which indemnification hereunder
is  sought),  and  including  reasonable  attorneys' fees and disbursements (the
"Article  4.3(h)  Indemnified  Liabilities"),  incurred  by  any  Article 4.3(h)
Indemnitee  as  a  result  of,  or  arising  out  of,  or  relating  to  (i) any
misrepresentation  or  breach  of  any  representation  or  warranty made by the
Company  in  the  Transaction  Documents or any other certificate, instrument or
document  contemplated  hereby  or  thereby,  (ii)  any  breach of any covenant,
agreement,  or  obligation of the Company contained in the Transaction Documents
or  any  other  certificate,  instrument,  or  document  contemplated  hereby or
thereby,  (iii) any cause of action, suit, or claim brought or made against such
Article  4.3(h) Indemnitee by a third party and arising out of or resulting from
the  execution,  delivery,  performance,  or  enforcement  of  the  Transaction
Documents  or any other certificate, instrument, or document contemplated hereby
or thereby, (iv) any transaction financed or to be financed in whole or in part,
directly  or  indirectly,  with the proceeds of the issuance of the Common Stock
underlying  the  Convertible  Debenture ("Securities"), or (v) the status of the
Holder or holder of the Securities as an investor in the Company, except insofar
as  any  such  misrepresentation, breach or any untrue statement, alleged untrue
statement,  omission,  or  alleged  omission  is  made  in  reliance upon and in
conformity  with  written  information furnished to the Company by the Holder or
the  Investor which is specifically intended by the Holder or the Investor to be
relied  upon  by  the  Company, including for use in the preparation of any such
registration  statement,  preliminary  prospectus, or prospectus, or is based on
illegal trading of the Common Stock by the Holder or the Investor. To the extent
that  the  foregoing  undertaking  by  the  Company may be unenforceable for any
reason,  the  Company  shall  make  the  maximum contribution to the payment and
satisfaction  of  each  of the Indemnified Liabilities that is permissible under
applicable  law.  The indemnity provisions contained herein shall be in addition
to  any  cause  of  action  or  similar  rights  the  Holder  may  have, and any
liabilities  the  Holder  may  be  subject  to.

Article  5     Registration

     The  Company agrees not to file any registration statement (including those
on Form S-8) without  the  prior  written  approval  of  the  Holder.    In  the
event  the  Company  does  file  a  registration  statement  without the express
written  consent  of the Holder, it shall be deemed an Event of Default, and the
Holder  may  elect to take actions under Article 4.  The Company must also issue
the Holder an equal number of Shares included in the Registration Statement as a
additional  penalty  for  liquidated  damages.

Article  6     Mergers

     The  Company  shall  not  consolidate  or  merge  into,  or transfer all or
substantially  all  of  its assets to, any person, unless such person assumes in
writing  the  obligations  of  the Company under this Note and immediately after
such  transaction  no  Event  of  Default  exists.  Any  reference herein to the
Company  shall  refer  to  such  surviving  or  transferee  corporation  and the
obligations of the Company shall terminate upon such written assumption. Failure
to do so will constitute an Event of Default under this Agreement and the Holder
may  immediately  seek  to  take  actions  as  described under Article 4 of this
Agreement.

Article  7     Additional  Financing

     The Company will not enter into any additional financing agreements without
prior expressed written consent from the Holder, which shall not be unreasonably
withheld.  In  the  Event  the  Company  does  enter  into  another  financing
arrangement without written consent it will constitute an Event of Default under
this  Agreement and the Holder may immediately seek to take actions as described
under  Article  4  of  this  Agreement.

Article  8     Notice

     Any  notices,  consents,  waivers  or  other  communications  required  or
permitted  to  be given under the terms of this Note must be in writing and will
be  deemed  to  have  been  delivered
(i)  upon  receipt,  when  delivered personally; (ii) upon receipt, when sent by
facsimile  (provided  a  confirmation  of  transmission  is  mechanically  or
electronically  generated  and  kept on file by the sending party); or (iii) one
(1)  day  after deposit with a nationally recognized overnight delivery service,
in  each  case  properly  addressed  to  the  party  to  receive  the same.  The
addresses  and  facsimile  numbers  for  such  communications  shall  be:

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


If  to  the  Holder:
Dutchess  Private  Equities  Fund,  II,  LP  Douglas  Leighton
50  Commonwealth  Ave,  Suite  2
Boston,  MA  02116
(617)  301-4700

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

Article  9     Time

     Where  this  Note  authorizes  or  requires  the  payment  of  money or the
performance of a condition or obligation on a Saturday or Sunday or a holiday in
which  the United States Stock Markets ("US Markets") are closed ("Holiday"), or
authorizes or requires the payment of money or the performance of a condition or
obligation  within,  before  or  after  a period of time computed from a certain
date,  and such period of time ends on a Saturday or a Sunday or a Holiday, such
payment  may be made or condition or obligation performed on the next succeeding
business  day,  and  if the period ends at a specified hour, such payment may be
made  or condition performed, at or before the same hour of such next succeeding
business  day,  with  the  same  force  and  effect  as  if made or performed in
accordance  with  the  terms of this Note.  A "business day" shall mean a day on
which  the  US  Markets  are  open  for  a  full  day  or  half  day of trading.

Article  10     No  Assignment

This  Note  shall  not  be  assigned.

Article  11     Rules  of  Construction.

     In  this Note, unless the context otherwise requires, words in the singular
number  include the plural, and in the plural include the singular, and words of
the  masculine gender include the feminine and the neuter, and when the tense so
indicates,  words of the neuter gender may refer to any  gender.    The  numbers
and  titles  of  sections  contained  in  the  Note  are  inserted  for
convenience of reference only, and they neither form a part of this Note nor are
they to be used in the construction or interpretation hereof.  Wherever, in this
Note,  a determination of the Company is required or allowed, such determination
shall  be made by a majority of the Board of Directors of the Company and, if it
is  made  in good faith, it shall be conclusive and binding upon the Company and
the  Holder.

Article  12     Governing  Law

     The  validity,  terms,  performance  and  enforcement of this Note shall be
governed  and construed by the provisions hereof and in accordance with the laws
of  the  Commonwealth  of  Massachusetts  applicable  to  agreements  that  are
negotiated,  executed,  delivered  and  performed  solely in the Commonwealth of
Massachusetts.

Article  13     Litigation

The  parties  to  this  agreement  will  submit  all disputes arising under this
agreement  to arbitration in Boston, Massachusetts before a single arbitrator of
the  American  Arbitration Association ("AAA"). The arbitrator shall be selected
by  application  of the rules of the AAA, or by mutual agreement of the parties,
except that such arbitrator shall be an attorney admitted to practice law in the
Commonwealth  of  Massachusetts.  No  party to this agreement will challenge the
jurisdiction  or  venue  provisions  as  provided  in  this  section.

Article  14     Reserved

Article  15     Reserved

Article  16     Indemnification

     In  consideration  of the Holder's execution and delivery of this Agreement
and  the  acquisition  and  funding  by  the Holder of the Note hereunder and in
addition  to  all  of  the  Company's  other  obligations  under  the  documents
contemplated  hereby,  the  Company  shall  defend,  protect, indemnify and hold
harmless the Holder and all of its shareholders, officers, directors, employees,
counsel,  and  direct  or  indirect  investors and any of the foregoing person's
agents  or  other representatives (including, without limitation, those retained
in  connection  with  the  transactions  contemplated  by  this  Agreement)
(collectively,  the  "Indemnities") from and against any and all actions, causes
of  action,  suits,  claims,  losses,  costs,  penalties,  fees, liabilities and
damages,  and expenses in connection therewith (irrespective of whether any such
Indemnitee  is  a  party  to  the  action for which indemnification hereunder is
sought),  and  including  reasonable  attorneys'  fees  and  disbursements  (the
"Indemnified  Liabilities"  ),  incurred  by  any  Indemnitee as a result of, or
arising  out  of,  or  relating  to  (i)  any misrepresentation or breach of any
representation  or  warranty  made  by  the  Company  in  the Note, or any other
certificate,  instrument  or  document  contemplated  hereby or thereby (ii) any
breach  of any covenant, agreement or obligation of the Company contained in the
Note  or  any  other  certificate, instrument or document contemplated hereby or
thereby,  except  insofar  as  any  such misrepresentation, breach or any untrue
statement,  alleged  untrue  statement,  omission or alleged omission is made in
reliance  upon  and  in  conformity  with  written  information furnished to the
Company  by,  or  on behalf of, the Holder or is based on illegal trading of the
Common  Stock by the Holder. To the extent that the foregoing undertaking by the
Company  may be unenforceable for any reason, the Company shall make the maximum
contribution  to  the  payment  and  satisfaction  of  each  of  the Indemnified
Liabilities  that  is permissible under applicable law. The indemnity provisions
contained  herein  shall be in addition to any cause of action or similar rights
the  Holder  may  have,  and  any  liabilities  the  Holder  may  be subject to.

Article  17      Holder  Shares

     The  Company  shall  issue  Fifty thousand (50,000) shares of unregistered,
restricted  Common  Stock  to  the  Holder  as  an  incentive for the investment
("Shares").  The  Shares shall be issued and delivered immediately to the Holder
and  shall carry piggyback registration rights.  In the event the Shares are not
registered  in  the  next  registration  statement, the Company shall pay to the
Holder,  as  a  penalty, ten thousand (10,000) additional shares of common stock
for each time a registration statement is filed and the Shares are not included.
The  Holder retains the right to waive such penalty, in the event Holder chooses
to  do  so.

Article  18       Use  of  Proceeds

This  shall  not  to  be  used  to  pay  down  long-term  debt  to any financial
institution

Article  19       Senior  Obligation

     The  Company  shall  cause  this  Note  and  all  other  existing Notes and
Debentures with the Holder ("Holder's Debt") to be senior in right of payment to
all  other  Indebtedness  of  the  Company.

Article  20        Document  Preparation  Expense

The  Company  shall  pay  to  Dutchess  Advisors,  LLC  ten  thousand  dollars
($10,000)
directly  from  closing,  for  the  preparation  of  documents.

Article  21  Prior  Notes  with  Holder

     At such time as this Note is paid off in full, the Company agrees to resume
and  maintain  the schedule of Payments for Prior Notes as outlined in Article 1
("Method  of  Payment")  of  this
Note  (August  2005  -  102)

WHILE THERE IS AN OUTSTANDING BALANCE ON THIS NOTE AND ALL PRIOR NOTES WITH THE
HOLDER, THE TERMS AND CONDITIONS DEFINED IN THE ARTICLES HEREIN SHALL SUPERCEDE
ALL OTHER AGREEMENTS AND REPRESENTATIONS, WHETHER WRITTEN AND ORAL, BETWEEN THE
    HOLDER AND THE COMPANY SPECIFICALLY WITH RESPECT TO ARTICLE 1 ("METHOD OF
   PAYMENT") DEFINED IN PRIOR NOTES AND THE COMPANY SHALL INSTEAD COMPLY WITH
          ARTICLE 21 DEFINED ABOVE WITH RESPECT TO ALL FUTURE PAYMENTS

Any  misrepresentations  shall  be  considered  a  breach  of  contract and will
constitute  an  Event  of  Default  under  this  Agreement  and  the  Holder may
immediately seek to take actions as described under Article 4 of this Agreement.
                                      *****

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

                                         NEWAVE, INC.


                         By:  /s/  Michael Hill
                         Name:     Michael Hill
                         Title: Chief Executive  Officer


                                         DUTCHESS  PRIVATE EQUITIES  FUND,  L.P.
                                         BY  ITS  GENERAL PARTNER  DUTCHESS
                                         CAPITAL  MANAGEMENT, LLC

                         By:  /s/  Douglas  H.  Leighton
                             ---------------------------
                         Name:  Douglas  H.  Leighton
                         Title:  A  Managing  Member