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from SB-2/A 1 page Revolving Line of Credit Company: Newave Inc (Otc Bb: Nwav) ("Company") Structure: Revolving Line of Credit ("Revolver"). Amount: $250,000 Term: Net 60 Days. Investors: Barrett Evans ("Evans"), Interest Rate: 0% Per Month, Compounded Daily. Repayments: Repayment of Interest Amount Shall Be Made Monthly, at a Minimum of the Full Balance Due From the Previous 60 Days. Additional Monies May Be Paid Earlier With No Prepayment Penalties. in the Event the Company Has Not Repaid the Face Amount by Maturity, the Face Amount Shall Be Increased by 4% of Unpaid Balance Each Month Until Paid Off. Pro-Rata for Partial Periods. Due Date: Payment Will Be Due Within 60 Days From First the Time of Which Funds Were Drawn From This Revolver and All Subsequent Payments Will Be Made Every 30 Days Thereafter Until the Note Is Paid in Full. Default: Events of Default Are Usual and Customary, Including, Without Limitation (1) Payment Default Which Is Defined as the Company Not Making Principal and/or Interest Payments Within 5 Days of the Due Date. (2) Defaults in the Material Terms of the Agreements (3) the Company's Bankruptcy or Insolvency. Subject to the Terms and Provisions Herein, Any Amount of Principal or Interest Debenture Paid When and as Due, the Company Shall Immediately Switch the Terms of the Debenture, at the Investor's Request, Into a Convertible Debenture at a Floating Discount of 25% to the Prevailing Market Price During Conversion. the Company Shall File a Registration Statement With the Securities and Exchange Commission Within Ten Business Days Covering the Amount Shares Needed to Recover the Remaining Amount of the Debenture, Plus Any Interest Due at the Time of Default. in Addition, No Further Funding by the Investor Will Occur in the Event of Any Default. Use of Proceeds: General Corporate Working Capital Agreed and Accepted on August 18, 2003 By: /S/S Michael Hill Michael Hill Newave, Inc /S/ Barrett Evans Barrett Evans