SUBLEASE OF OFFICE SPACE IN BUILDING THE STATE OF CALIFORNIA COUNTY OF SANTA BARBARA This sublease is entered into between Pinnacle Sales Group, LLC, a California limited liability company, whose business address is 421 Pine Ave., City of Goleta,...

                                                 XXXXXXXX  XX  XXXXXX  XXXXX  XX
XXXXXXXX

XXX  XXXXX  XX  XXXXXXXXXX
XXXXXX  OF  SANTA  XXXXXXX

 This  sublease  is entered into between Pinnacle Sales Group, LLC, a California
limited  liability  company,  whose  business  address is 000 Xxxx Xxx., Xxxx xx
Xxxxxx,  Xxxxx  of  California,  (the  "Sublessor"),  and NeWave, whose business
address  is  000  Xxxx  Xxxxx  Xxxxxx,  Xxxx  Xxxxx,  Xxxxx xx Xxxxxxxxxx, ( the
"Sublessee").

SECTION     IDemise  and  Use

Sublessor  leases  to  sublessee  and  sublessee  leases from sublessor, for the
purpose  of  general office and administrative functions, the space described in
Section  II.

SECTION  II     Description  of  Space

The premises subject to this sublease consist of approximately 5,837 square feet
of  space  to  be  located  on  the  first floor of an office building now under
construction at 000 Xxxx Xxx., Xxxx xx Xxxxxx, Xxxxxx of Santa Xxxxxxx, State of
California.

SECTION  III     Building

Sublessor  represents  that  --he  holds  a lease from the Goleta Business Park,
L.P.,  referred  to  here  as  lessor,  for  a  period  of 1 year and six months
commencing  August  16, 2002 and ending January 31 ,2004 and generally described
as  an  apx. 23,064 SF freestanding concrete tilt-up building located within the
Goleta  Business  Park.

SECTION  IV     Quiet  Enjoyment

If  sublessee  performs  the  terms  of  this  sublease, sublessor warrants that
sublessee will have quiet enjoyment and peaceful possession of the space leased,
and  that  --he  will  defend  sublessee  in  such  quiet enjoyment and peaceful
possession during the term of this sublease without interruption by sublessor or
owner,  or  of  any  person  rightfully  claiming  under  either  of  them.

SECTION  V     Sublessor  To  Pay  Lease  Rent

Sublessor  agrees  to  pay  the  rent  reserved  in the lease and to perform and
observe  the  lessee's covenants and stipulations contained in it so far as they
ought  to  be  performed  and  observed  by  him.

SECTION  VI     Term  of  Sublease

The  term  of  this  sublease  shall  be  for  a period of 1 year and six months
commencing  August  16,  2002  and  ending  January  31  ,2004.

SECTION  VII     Sublease  Rent

Sublessee  agrees  to  pay  to sublessor as base rent of $7,879.95 plus pro rata
share  of monthly NNN expenses estimated at $0.26 per SF and plus pro rata share
of  Utilities payable monthly in advance on the first day of each calendar month
of  the  term  of  this  sublease.

SECTION  VIII     Option  To  Renew

Subject  to sublessor's ability to keep the lease in effect for the remainder of
its  term  or  through  extension or renewal, sublessee is granted the option of
extending  and  renewing the term of this lease for an additional 1 year period,
at a rental rate to be agreed on or arbitrated as provided in Section XXXVI. The
option  must be exercised by sublessee before the beginning of the last calendar
month  of the term of this sublease, and shall be exercised by written notice to
sublessor.

SECTION  IX     Holdover

Any  holdover  at the expiration of this sublease with sublessor's consent shall
be  on  a month-to-month basis, which tenancy may then be terminated as provided
by  the  laws  of  the  State of Florida. During the holdover tenancy, sublessee
agrees  to  pay monthly to sublessor the same rate of rental as in effect at the
time  of  the  termination  and agrees to be bound by the terms of this sublease
insofar  as  they  are  applicable.

SECTION  X     Sublessee  To  Comply  with  Lease  Terms;  Indemnity  to  Lessor

Sublessee  agrees to perform and observe the covenants, conditions, and terms of
the  lease  on  the  part of the lessee to be performed and observed, except the
covenant  for the payment of rent reserved in the lease, and to indemnify lessor
against  all  claims,  damages,  and  expenses  arising out of nonperformance or
nonobservance  of  such  covenants,  conditions,  and  terms.

SECTION  XI     Services  and  Utilities

Sublessee shale pay Sublessor its pro-rata share of the was, gas and electricity
for  the  building  estimated  at  $0.46  per  square  foot  per  month.

SECTION  XII     Use  for  Business  Purposes

The  premises  and space subleased in this agreement are to be used for business
purposes,  primarily  for various types of office and office services, including
use  of  all  types  of  electrical  computers  and miscellaneous types of light
printing equipment, and for no other purpose without first obtaining the written
consent  of  the  sublessor.

SECTION  XIII     No  Waste,  Nuisance,  or  Illegal  Use

Sublessee  shall  not commit waste on the leased premises, nor maintain, commit,
or  permit  a  nuisance  on  the  premises,  or use the premises for an unlawful
purpose.  Sublessee  shall  conform  to  all  applicable  laws  and  ordinances
respecting  the  use  and occupancy of the space sublet here relating to matters
not  covered  elsewhere in this sublease, provided that it shall not be required
to  make  alterations,  additions,  or  improvements to the premises in order to
conform  with  the  laws  and  ordinances.

SECTION  XIV     Alterations,  Additions,  and  Improvements

Sublessee shall not make alterations, additions, or improvements on the premises
without  first  obtaining  the  written  consent  of sublessor. All alterations,
additions,  and improvements that shall be made shall be at sublessee's expense,
shall  become  sublessor's property, and shall remain on and be surrendered with
the  premises  as  a  part  of  the premises at the termination of this sublease
without disturbance, molestation, or injury. Nothing contained in this paragraph
shall  prevent  sublessee  from  removing  all office machines and equipment and
trade  fixtures  customarily  used  in  its  business.

SECTION  XV     Liens

Sublessee  shall keep the leased premises free and clear of liens arising out of
any  work  performed, materials furnished, or obligations incurred by sublessee,
including  mechanics'  liens.

SECTION  XVI     Signs

Sublessee  covenants  and agrees that no signs or symbols shall be placed in the
windows  or  doors  of  the  premises,  or  on any exterior part of the building
without the sublessor's prior written approval. Any sign or symbol placed on the
exterior  of the building or in the windows or doors of the building so as to be
visible from the street, that is not satisfactory to sublessor, shall be removed
immediately  on  demand  by sublessor and if not so removed within 24 hours will
constitute  a  breach  of  this  sublease.

SECTION  XVII     Access  for  Inspection  and  Repairs

Sublessee shall allow lessor and sublessor, and their agents, free access at all
reasonable  times  to  the  premises  sublet for the purpose of inspecting or of
making  repairs, additions, or alterations to the premises or any property owned
by  or  under  the  control  of  lessor  or  sublessor.

SECTION  XVIII     Access  to  Lavatory

Sublessor  agrees  that  sublessee and its employees shall have use of the men's
and  women's  lavatories  situated  on  the  first  floor  of  the building. The
lavatories  shall  be  available  for  general  use of sublessee's customers and
business  guests.

SECTION  XIX     Repairs  and  Maintenance

Subject to the lessor's obligations under the lease, sublessor, unless specified
to  the contrary in this sublease, shall maintain the premises subleased in good
repair  and tenantable condition during the continuance of this sublease, except
in case of damage arising from the act or negligence of sublessee or its agents.

SECTION  XX     Public  Liability  Insurance

Sublessee  agrees  to  carry  liability  insurance  insuring  both sublessee and
sublessor  against  all  claims for personal injury or property damage caused by
conditions  or  activities  on  the premises leased in amounts to be approved by
sublessor  or It is agreed that sublessor shall keep the premises sublet insured
against  public  liability, and that the insurance policy shall be so written as
to  insure  both  the  sublessor and the sublessee. Sublessee by this agreement,
promises  to  pay  one-half  the  cost  of  such  insurance  ~]  .

SECTION  XXI     Damage  or  Destruction  by  Fire,  War,  or  Acts  of  God

In  the  event that the premises subleased are rendered untenantable in whole or
in  substantial part as result of destruction or damage by fire, acts of war, or
acts  of  God  this  lease  shall cease, provided, nevertheless, that the lessor
shall  have the option of rebuilding or repairing the premises if --he elects so
to  do  and  gives  written  notice of such election to rebuild or repair to the
sublessor  within  5  days after such damage or destruction. If lessor elects to
rebuild  or repair the premises and does so without unnecessary delay, sublessee
shall  be  bound  by  the  terms of this lease, except that during the period of
repair  or  rebuilding, the rent under this sublease shall be abated in the same
proportion  as  the  portion  of  the  premises  rendered unfit for occupancy by
sublessee  shall  bear  to  the whole of the subleased premises. Sublessee shall
have  the right to declare this sublease terminated when more than 30 days after
the  destruction  or  damaging of the premises as shall have elapsed without the
lessor  having  elected  to  repair  or  rebuild.

SECTION  XXII     Eminent  Domain  Proceedings  (Condemnation)

If  the  premises  or  any  part  are condemned for public or semi-public use by
eminent  domain  proceedings,  or  if by reason of law, ordinance, regulation or
court  judgment,  sublessee's  use  of  the  premises  subleased  for any of the
specific  purposes  referred  to in this sublease shall be prohibited, sublessee
shall have the right to terminate this lease on written notice to sublessor, and
rental  shall  be  paid only to the time when sublessee surrenders possession of
the  premises.  In  the  event  of  condemnation  of  only  part of the premises
subleased,  sublessee  may  elect  to continue in possession of that part of the
premises not so appropriated or condemned under the same terms and conditions of
this  sublease,  except  that  in  such  cases sublessee shall be entitled to an
equitable  reduction  of  rental payment. Any rental paid in advance beyond such
time  shall  be returned by sublessor to sublessee on demand. Sublessee does not
waive  any right it may have to recover from the condemnation authority for such
damage  as  it  may  suffer  by  reason  of  such  condemnation.

SECTION  XXIII          Waiver  of  One  Breach  Not  Waiver  of  Others

Waiver  of  one  breach  of  a  term, condition, or covenant of this sublease by
either  party  to  this sublease shall be limited to the particular instance and
shall  not  be construed as a waiver of past or future breaches of this sublease
or  other  terms,  conditions,  or  covenants.

SECTION  XXIV          Default  by  Lessor  or  Sublessor

If  lessor  fails  and  neglects  to perform the lease, or if sublessor fails to
perform  the  lease  or  this  sublease,  sublessee may, on reasonable notice in
writing  of  not  less  than  10  days,  terminate  this  sublease.

SECTION  XXV          Termination  and  Re-Entry  by  Sublessor  on  Sublessee's
Default

If  sublessee  abandons  or  vacates  the leased premises or is dispossessed for
cause  by  sublessor  before the termination of this sublease, or any renewal of
this  sublease,  sublessor may, on giving 10 days ' written notice to sublessee,
declare  this  lease forfeited and may then make reasonable efforts to relet the
premises.  Sublessee  shall  be  liable to sublessor for all damages suffered by
reason  of such forfeiture. Such damages shall include, but shall not be limited
to,  the  following:  (1)  all  actual  damages  suffered by sublessor until the
property  is  relet,  including  reasonable  expenses  incurred in attempting to
relet;  (2)  the difference between the rent received when the property is relet
and  the  rent  reserved  under  this  lease.

Until the premises have been relet, sublessee agrees to pay to sublessor, on the
same  days  as  the rental payments are due under this lease, the actual damages
suffered  by sublessor since the last payment, either rent or damages, was made.
After the premises have been relet, sublessee agrees to pay to sublessor, on the
last day of each rental period, the difference between the rent received for the
period  from  reletting  and the rent reserved under this lease for that period.

SECTION  XXVI          Applicable  Law

California  law  shall be used in interpreting this lease and in determining the
rights  of  the  parties  under  it.

SECTION  XXVII     "For  Rent,"  "For  Lease,"  or  "For  Sale"  Signs

If  sublessee  has  not duly exercised his option to renew, sublessor shall have
the  right  to  place  and  maintain  on the subleased premises "For Rent," "For
Lease,"  or  "For Sale" signs during the last 30 days of the term of this lease.

SECTION  XXVIII     Surrender  of  Premises  and  Keys  at  Termination

Sublessee  agrees  that  at  the  expiration  of this sublease, he will quit and
surrender  the  subleased premises without notice, and will deliver to sublessor
all  keys  belonging  to  the  premises.

SECTION  XXIX          Disposition  of  Fixtures  and  Personal  Property  at
Termination  of  Lease

All  alterations,  additions,  and  improvements made by sublessee in accordance
with  Section  XIV  of  this  sublease,  affixed  to  the premises, shall become
sublessor's  property as provided in that section, and shall be surrendered with
the  premises  as  a part of the premises as provided in that section. Sublessee
may  remove all personal property, trade fixtures, and office equipment, whether
attached to the premises or not, provided that it may be removed without serious
damage  to  the  building  or  premises.  All holes or damage to the building or
premises  caused  by  removal  of  such  items shall be repaired and restored by
sublessee promptly after removal of the property. Sublessee shall be entitled to
remove  any  electrical  service connections installed by it which were designed
specifically  for  the  operation  of  electronic  computing  equipment.

SECTION  XXX          Notices

Except  where  otherwise  required by statute, all notices given pursuant to the
provisions  of this sublease shall be in writing, addressed to the party to whom
the  notice is given, and sent by registered or certified mail to the last known
mailing  address  of the party. However, notices to sublessee may be sent to the
address  of  the  subleased  premises.

SECTION  XXXI          Binding  Effect  on  Heirs,  Successors,  and  Assigns

The  terms,  conditions,  and  covenants  of this sublease shall inure to and be
binding  on the heirs, successors, administrators, executors, and assigns of the
parties  to  this  sublease,  except  as  otherwise  provided  in  the sublease.

SECTION  XXXII     No  Assignment  or  Second  Sublease  Without  Consent

Sublessee  shall  not sell or assign this sublease or any part of this lease, or
any  interest  in  it,  or  re-sublet the subleased premises in whole or in part
without  first  obtaining  the  written  consent  of  sublessor and lessor. This
sublease shall not be assigned by operation of law. If sublessor and lessor once
give consent to assignment of this sublease or of any interest in it, they shall
not be barred from afterwards refusing to consent to any further assignment. Any
attempt to sell, assign, or re-sublease without written consent of sublessor and
lessor  shall  be  deemed sufficient grounds for dispossession and shall entitle
sublessor  to  proceed  pursuant  to  Section XXV of this lease if he so elects.

SECTION  XXXIII     Arbitration  of  Disputes

The  parties agree that disputes under this sublease, and in particular disputes
as  to  the new rental to be reserved if this sublease is renewed or extended by
exercise  of  sublessee's  option in accordance with Section VIII of this lease,
shall  be  arbitrated  in  accordance  with the arbitration laws of the State of
California,  as  supplemented  by  the  rules  then  obtaining  of  the American
Arbitration  Association.  Judgment  on the award rendered may be entered in any
court  having  jurisdiction  of  the  parties.


Executed  on  August  18,  2003.

SUBLESSOR

By: /s Xxxxxxx Xxxx
    _______________________
       Xxxxxxx  Xxxx,  President/CEO



                      SUBLESSEE

                     By:  /s/ Xxxxxxx Xxxxx
                    ______________________
                    Xxxxxxx  Xxxxx,  Director