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