Amendment to Common Stock Purchaser Warrants Sample Contracts

AMENDMENT
Amendment to Common Stock Purchaser Warrants • March 7th, 2006 • M Wave Inc • Electronic components, nec • California

This Amendment (“Amendment”), dated as of March 1, 2006, is entered into by and among M-WAVE, INC., a Delaware corporation (the “Company”), and MERCATOR MOMENTUM FUND, LP (“MMF”), MERCATOR MOMENTUM FUND III, LP (“MMF III”), and MONARCH POINTE FUND, LTD. (“MONARCH” and, collectively with MMF and MMF III, the “Purchasers”), and M.A.G. CAPITAL, LLC (“MAG”), for the purpose of amending the terms of the common stock purchaser warrants listed on Exhibit A hereto (as amended, modified or supplemented from time to time, the “Warrants”) issued by the Company to MAG and the Purchasers. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Warrants.

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