SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ____)*

M-Wave, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

554034207

(CUSIP Number)

Joseph A. Turek

M-Wave International, LLC

1300 Norwood Avenue

Itasca, Illinois 60143

(630) 854-0269

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 26, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (however, see the Notes).

CUSIP NO. 554034207

Page 2 of 8

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS M-Wave International, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) (b)	T £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		£
6	CITIZENSHIP OF PLACE OF ORGANIZATION DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7   SOLE VOTING POWER 0 8  SHARED VOTING POWER 1,013,387
	9  SOLE DISPOSITIVE POWER 0
	10 SHARED DISPOSITIVE POWER 1,013,387

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,013,387
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.84%
14	TYPE OF REPORTING PERSON OO – limited liability company

CUSIP NO. 554034207

Page 3 of 8

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Joseph A. Turek
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) (b)	T £
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		£
6	CITIZENSHIP OF PLACE OF ORGANIZATION USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7  SOLE VOTING POWER 394,750 8  SHARED VOTING POWER 1,013,387
	9  SOLE DISPOSITIVE POWER 394,750
	10 SHARED DISPOSITIVE POWER 1,013,387

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,408,137
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.61%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 554034207

Page 4 of 8

Item 1. Security and Issuer.

Common Stock, par value $0.005 per share (“Common Stock”)

M-Wave, Inc. (the “Issuer”)

1300 Norwood Avenue

Itasca, Illinois 60143

Item 2. Identity and Background.

(a) M-Wave International, LLC (“MWI”); Joseph A. Turek (“Turek”)

(b) Residence or Business Address:

MWI:  1300 Norwood Avenue, Itasca, Illinois 60143

Turek:  1300 Norwood Avenue, Itasca, Illinois 60143

(c) Present Principal Occupation:

MWI is a Delaware limited liability company and was formed to acquire and operate substantially all of the assets of M-Wave, Inc., a value added service provider of high performance printed circuit boards used in a variety of digital and high frequency communications applications for a variety of commercial and industrial electronics applications.

Joseph A. Turek is Chairman, President and COO of M-Wave, LLC having its principal place of business at 1300 Norwood Avenue, Itasca, Illinois 60143; and is the Manager of MWI, having its principal place of business at 1300 Norwood Avenue, Itasca, Illinois 60143.

(d) During the past five years, neither Joseph A. Turek nor MWI has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e) During the last five years, neither Joseph A. Turek nor MWI has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or it was or is subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to such laws.

(f) Joseph A. Turek is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

On December 26, 2008, MWI purchased all of the outstanding common stock, preferred stock, and warrants of M-Wave, Inc. beneficially owned by Monarch Pointe Fund Ltd. (“Monarch”) for cash considerations of $200,000.  The securities purchased from Monarch consisted of 148,429 shares of outstanding common stock of M-Wave, Inc.; warrants to purchase up to 70,000 shares of common stock of M-Wave, Inc. which warrants were issued July 25, 2008 and have a two year life exercisable at $0.16 per share; 3,375 shares of non-voting Series A Preferred Stock that are convertible into 86,097 shares of common stock of M-Wave, Inc.; and 22,400 shares of non-voting Series B Preferred Stock that are convertible into 708,861 shares of common stock of M-Wave, Inc. Joseph A. Turek contributed the capital used to make the purchases from personal funds.

CUSIP NO. 554034207

Page 5 of 8

Item 4. Purpose of Transaction.

M-Wave International, LLC acquired the securities of the issuer in an effort to facilitate and effectuate a sale of all of the assets of M-Wave, Inc. to MWI (the “Asset Sale”).  The Asset Sale required the approval of the stockholders of M-Wave, Inc. and M-Wave, Inc. submitted the Asset Sale to a vote of its stockholders at a December 30, 2008 stockholder meeting (the “Stockholder Meeting”). As part of the purchase and sale, Monarch granted to MWI a proxy to vote all of the shares of M-Wave, Inc. common stock owned by Monarch on the record date for the Stockholder Meeting. MWI voted in favor of the Asset Sale and the Asset Sale was approved at the Stockholder Meeting and closed shortly thereafter.

Item 5. Interest in Securities of the Issuer.

(a) MWI beneficially owns 1,013,387 shares of Common Stock (or 37.84% of the Common Stock) which consists of 148,429 shares of Common Stock; warrants to purchase up to 70,000 shares of Common Stock, Inc. which warrants were issued July 25, 2008 and have a two year life exercisable at $0.16 per share; 3,375 shares of non-voting Series A Preferred Stock of M-Wave, Inc. that are convertible into 86,097 shares of Common Stock; and 22,400 shares of non-voting Series B Preferred Stock of M-Wave, Inc. that are convertible into 708,861 shares of Common Stock.  The Series A Preferred Stock and the Series B Preferred Stock are convertible at any time, provided that MWI does not at any time beneficially own more than 9.99% of the Common Stock then outstanding, as determined under Section 13(d) of the Securities Exchange Act of 1934, unless such condition is waived by M-Wave, Inc.’s board of directors.  The warrants are exercisable any time after July 28, 2008 provided that MWI does not at any time beneficially own more than 19.99% of the Common Stock then outstanding, as determined under Section 13(d) of the Securities Exchange Act of 1934, unless such condition is waived by M-Wave, Inc.’s board of directors.

CUSIP NO. 554034207

Page 6 of 8

Joseph A. Turek beneficially owns 1,408,137 shares of Common Stock (or 51.61% of the Common Stock) which consists of the 1,013,387 shares of Common Stock beneficially owned by MWI and described above, 344,750 shares of Common Stock owned by Turek directly and warrants to purchase 50,000 shares of Common Stock.

(b) MWI has shared voting and dispositive power with Joseph A. Turek with respect to the 1,013,387 shares of Common Stock beneficially owned by MWI.

Joseph A. Turek has sole voting and dispositive power with respect to 394,750 shares of Common Stock beneficially owned by Mr. Turek.  As Manager of MWI, Mr. Turek has shared voting and dispositive power with respect to the 1,013,387 shares of Common Stock beneficially owned by MWI.

(c) On December 26, 2008, MWI purchased all of the outstanding common stock, preferred stock, and warrants of M-Wave, Inc. beneficially owned by Monarch Pointe Fund Ltd. (“Monarch”) for cash considerations of $200,000.  The securities purchased from Monarch consisted of 148,429 shares of outstanding Common Stock; warrants to purchase up to 70,000 shares of Common Stock which warrants were issued July 25, 2008 and have a two year life exercisable at $0.16 per share; 3,375 shares of non-voting Series A Preferred Stock of M-Wave, Inc. that are convertible into 86,097 shares of Common Stock; and 22,400 shares of non-voting Series B Preferred Stock of M-Wave, Inc. that are convertible into 708,861 shares of Common Stock.

(d) Not applicable.

(e) Not applicable.

Item 6.                     Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On December 26, 2008, MWI purchased all of the outstanding common stock, preferred stock, and warrants of M-Wave, Inc. beneficially owned by Monarch Pointe Fund Ltd. (“Monarch”) for cash considerations of $200,000.  The securities purchased from Monarch consisted of 148,429 shares of outstanding common stock of M-Wave, Inc.; warrants to purchase up to 70,000 shares of common stock of M-Wave, Inc. which warrants were issued July 25, 2008 and have a two year life exercisable at $0.16 per share; 3,375 shares of non-voting Series A Preferred Stock that are convertible into 86,097 shares of common stock of M-Wave, Inc.; and 22,400 shares of non-voting Series B Preferred Stock that are convertible into 708,861 shares of common stock of M-Wave, Inc.  As part of the purchase and sale, Monarch granted to MWI a proxy to vote all of the shares of M-Wave, Inc. common stock owned by Monarch on the record date for the Stockholder Meeting.

CUSIP NO. 554034207

Page 7 of 8

Mercator Momentum Fund, L.P. (“MMF”) the holder of 56,609 shares of Common Stock, entered into a voting agreement with MWI whereby MMF agreed to vote is shares of Common Stock at the Stockholder Meeting in favor of the Asset Sale.

Mercator Momentum Fund III, L.P. (“MMF III”) the holder of 102,213 shares of Common Stock, entered into a voting agreement with MWI whereby MMF agreed to vote is shares of Common Stock at the Stockholder Meeting in favor of the Asset Sale.

Item 7. Material to be filed as Exhibits.

Exhibit 99.1 Proxy dated December 24, 2008 granted by Monarch Pointe Fund Ltd. to Joseph A. Turek. *

Exhibit 99.2 Voting Agreement by and between Mercator Momentum Fund, L.P. and M-Wave International, LLC. *

Exhibit 99.3 Amendment No. 1 to Voting Agreement by and between Mercator Momentum Fund, L.P. and M-Wave International, LLC. *

Exhibit 99.4 Voting Agreement by and between Mercator Momentum Fund III, L.P. and M-Wave International, LLC. *

Exhibit 99.5 Amendment No. 1 to Voting Agreement by and between Mercator Momentum Fund III, L.P. and M-Wave International, LLC. *

* Filed herewith.

CUSIP NO. 554034207

Page 8 of 8

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

December 31, 2008

By:	/s/ Joseph A. Turek
	Joseph A. Turek
M-WAVE INTERNATIONAL, LLC.
By:	/s/ Joseph A. Turek
	Joseph A. Turek, Manager

EX-99.1

EXHIBIT 99.1

PROXY

M-WAVE, INC.

ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 30, 2008

Monarch Pointe Fund Limited (“MPF”) hereby appoints M-Wave International, LLC, an Illinois limited liability company (“LLC”), as proxy holder and attorney-in-fact, with full power of substitution, to appear and vote all of the shares (the “Subject Shares”) of Common Stock of M-Wave, Inc. that MPF shall be entitled to vote at the Annual Meeting of Stockholders of M-Wave, Inc., to be held at 1300 Norwood Ave., Itasca, IL 60143, on Tuesday, December 30, 2008, at 10:00 a.m. local time, and at any adjournments thereof (the “Meeting”), hereby revoking any and all proxies heretofore given.  Further MPF authorizes and appoints LLC as attorney-in-fact to provide online and/or telephonic instructions for the voting of all of the Subject Shares at the Meeting, including all Subject Shares that are held in street name by Morgan Stanley.

[The remainder of this page is intentionally left blank]

Dated:  December 24, 2008

MONARCH POINTE FUND LIMITED
By:	/s/ William R. Tacon
	WILLIAM R. TACON,
	ACTING IN HIS CAPACITY AS LIQUIDATOR OF AND FOR MONARCH POINTE FUND LIMITED (WITHOUT PERSONAL LIABILITY)

EX-99.2

EXHIBIT 99.2

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”), is made as of June 5, 2008, by and between M-Wave International, LLC, an Illinois limited company (the “Purchaser”) and Mercator Momentum Fund, LP, and each of its affiliates set forth on the signature page hereto (individually and collectively referred to as a “Stockholder”), each a stockholder of M-Wave, Inc., a Delaware corporation (“MWAV”).

RECITALS

WHEREAS, Purchaser and MWAV are presently negotiating a sale of substantially all of the assets of MWAV (the “Asset Sale”);

WHEREAS, as of the date hereof, Stockholder, owns the equity securities of MWAV (the “Securities”) set forth on Stockholder’s signature page hereto; and

WHEREAS, Stockholder is entering into this Agreement to vote, subject to the conditions set forth below, its Securities in favor of the transactions contemplated by the Asset Sale in order to induce Purchaser and MWAV to consummate the transactions contemplated by the Asset Sale.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and other good and valuable consideration, the parties hereto agree as follows:

ARTICLE I

AGREEMENT TO VOTE SHARES

Section 1.1           Agreement to Vote.

(a)          Subject to the conditions set forth in Section 1.2 below, Stockholder hereby agrees that during the time this Agreement is in effect, at any meeting of the stockholders of MWAV, however called, and in any action by consent of the stockholders of MWAV, Stockholder will vote or cause to be voted in favor of the Asset Sale:  (i) all Securities owned legally or beneficially by Stockholder and (ii) any and all Securities acquired by Stockholder on or after the date hereof.

(b)         Upon execution of a definitive agreement (the “Definitive Agreement”) between MWAV and Purchaser relating to the Asset Sale, Stockholder will acknowledge that (i) Stockholder is sophisticated in financial matters and is able to evaluate the risks and benefits of the transactions contemplated by the Definitive Agreement, (ii) Stockholder has carefully considered and has, to the extent Stockholder believes such discussion necessary, discussed the Asset Sale with Stockholder’s professional legal, tax and financial advisers, and (iii) Purchaser has made available to Stockholder the opportunity to ask questions of, and receive answers from, Purchaser concerning the terms and conditions of the Asset Sale, and to obtain any additional information which Purchaser had in its possession or was able to acquire without unreasonable effort or expense.

Section 1.2          Conditions to Obligation to Vote the Securities.  The parties agree that the Stockholders’ obligation to vote the Securities in favor of the Asset Sale shall be conditioned on the following:

(a)         Not later than July 17, 2008, Purchaser and MWAV shall enter into the Definitive Agreement (i) in form similar to the purchase agreement previously entered into by the Purchaser and MWAV dated July 17, 2007, as amended December 14, 2007, and previously reviewed by Stockholder, and (ii) on terms similar to those contained in the Letter of Intent from Purchaser to MWAV dated May 22, 2008, attached hereto as Exhibit A;

(b)         The Board of Directors of MWAV (the “Board”) shall have received an opinion from B-Riley or a firm of similar standing advising the Board that in their opinion the Asset Sale as described in the Definitive Agreement is fair to the shareholders of MWAV;

(c)         The Board shall have approved the Asset Sale and recommended it to the MWAV shareholders; and

(d)         MWAV shall have substantially complied with all applicable legal requirements, including, but not limited to, securities and general corporate law requirements, in connection with the solicitation of the MWAV shareholders, who shall be requested to vote on the Asset Sale.

Section 1.3          Adjustment Upon Changes In Capitalization.  In the event of any change in the Securities, by reason of any stock dividends, splits, mergers, recapitalizations or other changes in the corporate or capital structure of MWAV, the number and kind of Securities subject to this Agreement shall be appropriately adjusted.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

OF STOCKHOLDER

Stockholder hereby represents and warrants to Purchaser as follows:

Section 2.1          Title to Equity Securities.  As of the date hereof, Stockholder is the record and beneficial owner of the number of Securities set forth on Stockholder’s signature page hereto.  Such Securities, are on the date hereof and will be at all times through the Closing Date (as defined in the Definitive Agreement) owned free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges or other encumbrances of any nature whatsoever other than pursuant to this Agreement, except as disclosed to Purchaser prior to the execution and delivery of this Agreement in writing.  Stockholder has not appointed or granted any proxy, which appointment or grant is still in effect, with respect to such Securities.

Section 2.2          Authority Relative to This Agreement.  Stockholder has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement by Stockholder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all proceedings on the part of Stockholder necessary to authorize this Agreement or to consummate such transactions.  This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a legal, valid and binding obligation of Stockholder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

2

Section 2.3           No Conflict.

(a)         Neither the execution and delivery of this Agreement nor the consummation by Stockholder of the transactions contemplated hereby will (i) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Stockholder or by which its Securities are bound or affected or (ii) conflict with, or constitute a violation of, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of its Securities, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Stockholder is a party or by which Stockholder or its Securities are bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or delay the performance by Stockholder of its obligations under this Agreement.

(b)         The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not prevent or delay the performance by Stockholder of its obligations under this Agreement.

ARTICLE III

COVENANTS

Section 3.1          No Inconsistent Agreements.  Stockholder covenants and agrees that, except as contemplated by this Agreement, Stockholder shall not enter into any voting agreement or grant a proxy or power of attorney with respect to its Securities that is inconsistent with this Agreement.

Section 3.2          Transfer of Title.  Stockholder hereby covenants and agrees that, so long as this Agreement is in effect, Stockholder will not transfer record or beneficial ownership of any of its Securities unless the transferee agrees in writing to be bound by the terms and conditions of this Agreement.

Section 3.3          Purchaser Agreement.  Purchaser hereby covenants that it shall not amend, waive, forgive performance of or terminate any agreement it now has or hereafter enters into obligating one or more MWAV stockholders to vote, or pursuant to which one or more MWAV stockholders agrees to vote, in favor of approving the Asset Sale and that it shall enforce any rights it has pursuant to any such agreement.

3

ARTICLE IV

TERMINATION

Section 4.1          Termination.  This Agreement shall terminate automatically upon the earlier of (a) the failure to satisfy any and all of the conditions set forth in Section 1.2 hereof, (b) the date on which MWAV obtains shareholder approval of the Asset Sale in accordance with the Delaware Business Corporations Act, and (c) the date on which Purchaser notifies Stockholder in writing that it has abandoned the Asset Sale for any reason other than as the result of a breach of this Agreement by Stockholder.

Section 4.2          Effect of Termination.  In the event of the termination of this Agreement pursuant to Section 4.1 hereof, this Agreement shall forthwith become void and have no effect, without liability on the part of any party hereto or its trustees, partners, beneficiaries, directors, officers, stockholders or affiliates.

ARTICLE V

MISCELLANEOUS

Section 5.1          Notices.  All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, telecopied or emailed (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Stockholder:	At such address as is set forth on its signature page hereto.
If to Purchaser:	M-Wave International, LLC 1300 Norwood Avenue Itasca, IL  60143 Attention:  Joe Turek Telephone No.:  630-854-0269 Facsimile No.:  630-562-2431 Email:  jturek@mwav.com
	With a copy to:
	Shefsky & Froelich Ltd. 111 East Wacker Drive Suite 2800 Chicago, IL  60601 Attention:  Jeffry A. Melnick, Esq. Telephone No.: (312) 826-4010 Facsimile No.: (312) 275-7591 Email: jmelnick@shefskylaw.com

Any party from time to time may change its address for the purposes of notices hereunder by giving written notice to the other parties hereto of such new address.

4

Section 5.2          Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and replaces and supersedes all prior agreements or understandings, both written and oral, between the parties hereto, relating to the voting of Stockholder’s Securities with respect to the Asset Sale.

Section 5.3          Stockholder Capacity.  Stockholder signs solely in its capacity as the record holder and beneficial owner of the Securities set forth on its signature page hereto.

Section 5.4          Specific Performance.  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any state or federal court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity.  In addition, each of the parties hereto: (a) consents to submit such party to the personal jurisdiction of any state or federal court in the event any dispute arises out of this Agreement or any of the transactions contemplated hereby; (b) agrees that such party will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (c) agrees that such party will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than a state or federal court sitting in the State of Delaware; and (d) waives any right to trial by jury with respect to any claim or proceeding related to or arising out of this Agreement or any of the transactions contemplated hereby.

Section 5.5          Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect and shall not in any way be affected or impaired thereby so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party.

Section 5.6          Amendment.  This Agreement may be amended only by a written instrument signed by each of the parties hereto.

Section 5.7          Assignment.  Except as required by operation of law, this Agreement shall not be assignable by the parties hereto without the prior written consent of the other party.  This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Section 5.8           Governing Law.  This Agreement shall be governed by the internal laws of the State of Delaware.

Section 5.9           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 5.10         Facsimile Signatures.  Any signature page delivered pursuant to this Agreement via facsimile shall be binding to the same extent as an original signature.  Any party who delivers such a signature page agrees to later deliver an original counterpart to any party that requests it.

[Signature Page Follows]

5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

M-WAVE INTERNATIONAL, LLC
By:	/s/ Joseph A. Turek
Name:	Joseph A. Turek
Title:	Managing Partner

[Counterpart Stockholder Signature Page Follows]

Signature Page to Voting Agreement

6

IN WITNESS WHEREOF, the undersigned has executed this Voting Agreement, effective as of the date first written above.

Mercator Momentum Fund, LP

By: /s/David Firestone

EQUITY SECURITIES OF MWAV OWNED 56,609 shares of Common Stock

5,375 shares of Series A Preferred Stock

7,100 shares of Series B Preferred Stock

AFFILIATED ENTITIES:

(Print or Type Name of Entity)
By:
	(Signature of Authorized Signatory)
Name:
	(Print or Type Name of Authorized Signatory)
Title:
	(Print or Type Title of Authorized Signatory)

ADDRESS FOR NOTICES:
	Fax No.:

EQUITY SECURITIES OF MWAV OWNED _______ shares of Common Stock

_______ shares of Series A Preferred Stock

_______ shares of Series B Preferred Stock

EX-99.3

EXHIBIT 99.3

AMENDMENT NO. 1 TO VOTING AGREEMENT

This Amendment No. 1 to Voting Agreement (this “Amendment”) is made as of September 6, 2008, by and between M-Wave International, LLC, an Illinois limited liability company (the “Purchaser”), and Mercator Momentum Fund, LP and each of its affiliates set forth on the signature page hereto (individually and collectively referred to as “Stockholder”), each a Stockholder of M-Wave, Inc., a Delaware corporation (“M-WAV”).

RECITALS

A.           Purchaser and Stockholder have previously entered into a Voting Agreement dated June 5, 2008 (the “Voting Agreement”), pursuant to which, subject to certain conditions, Stockholder has agreed to vote the equity securities of M-WAV (the “Securities”) it owns in favor of a transaction contemplated through the sale of substantially all of the assets of M-WAV (the “Asset Sale”) to Purchaser;

B.           Section 1.2(a) of the Voting Agreement required that a definitive agreement for the Asset Sale be entered into by the parties not later than July 17, 2008;

C.           That date has expired, but effective as of the date hereof, M-WAV and Purchaser have entered into a definitive agreement, a copy of which is attached hereto as Exhibit A and made a part hereof, and so the parties desire to amend the Voting Agreement to extend Stockholder’s obligation to vote the Securities in favor of the Asset Sale as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the parties hereto agree as follows:

1. Section 1.2 of the Voting Agreement shall be, and hereby is, deleted in its entirety and the following shall be, and hereby is, inserted in its place:

Conditions to Obligations to Vote the Securities.  The parties agree that the Stockholders’ obligations to vote the Securities in favor of the Asset Sale shall be conditioned on the following:

(a)           Attached hereto as Exhibit A and made a part hereof is a true and correct copy of the definitive agreement (the “Definitive Agreement”) dated September 6, 2008 providing for the Asset Sale to Purchaser.  Stockholder agrees to vote its Securities in favor of the Asset Sale as described in Section 1.1(a) of the Voting Agreement unless and until the Definitive Agreement is terminated by the parties as described in Article IX therein;

(b)           The Board of Directors of M-WAV has received an opinion from B. Riley & Co. advising the Board that in their opinion the Asset Sale is fair to the Stockholders of M-WAV.  Attached hereto as Exhibit B and made a part hereof is this fairness opinion;

(c)           On July 25, 2008, the Board by unanimous written consent approved the Asset Sale and is recommending it to the M-WAV Stockholders.  On September 6, 2008 the Board adopted and approved the Definitive Agreement; and

(d)           M-WAV shall continue to have substantially complied with all applicable legal requirements including, but not limited to, securities and general corporate law requirements in accordance with the solicitation of the M-WAV shareholders who shall be requested to vote on the Asset Sale.

2. Except as set forth herein, the Voting Agreement shall remain unchanged and continue in full force and effect.

3. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  Any signature page delivered to this Amendment via facsimile shall be binding to the same extent as an original signature.  Any party who delivers such signature page agrees to later deliver an original counterpart to any party that requests it.

[ signature page follows ]

2 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

M-WAVE INTERNATIONAL, LLC
By:	/s/ Joseph A. Turek
Name:	Joseph A. Turek
Title:	Managing Partner

[Counterpart Stockholder Signature Page Follows]

Signature Page to Amendment No. 1 to Voting Agreement

3

 IN WITNESS WHEREOF, the undersigned has executed this Voting Agreement, effective as of the date first written above.

Mercator Momentum Fund, LP

By: /s/David Firestone

EQUITY SECURITIES OF MWAV OWNED 56,609 shares of Common Stock

5,375 shares of Series A Preferred Stock

7,100 shares of Series B Preferred Stock

AFFILIATED ENTITIES:

(Print or Type Name of Entity)
By:
	(Signature of Authorized Signatory)
Name:
	(Print or Type Name of Authorized Signatory)
Title:
	(Print or Type Title of Authorized Signatory)

ADDRESS FOR NOTICES:
	Fax No.:

EQUITY SECURITIES OF MWAV OWNED _______ shares of Common Stock

_______ shares of Series A Preferred Stock

_______ shares of Series B Preferred Stock

4 

EX-99.4

EXHIBIT 99.4

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”), is made as of June 5, 2008, by and between M-Wave International, LLC, an Illinois limited company (the “Purchaser”) and Mercator Momentum Fund III, LP, and each of its affiliates set forth on the signature page hereto (individually and collectively referred to as a “Stockholder”), each a stockholder of M-Wave, Inc., a Delaware corporation (“MWAV”).

RECITALS

WHEREAS, Purchaser and MWAV are presently negotiating a sale of substantially all of the assets of MWAV (the “Asset Sale”);

WHEREAS, as of the date hereof, Stockholder, owns the equity securities of MWAV (the “Securities”) set forth on Stockholder’s signature page hereto; and

WHEREAS, Stockholder is entering into this Agreement to vote, subject to the conditions set forth below, its Securities in favor of the transactions contemplated by the Asset Sale in order to induce Purchaser and MWAV to consummate the transactions contemplated by the Asset Sale.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and other good and valuable consideration, the parties hereto agree as follows:

ARTICLE I

AGREEMENT TO VOTE SHARES

Section 1.1           Agreement to Vote.

(a)         Subject to the conditions set forth in Section 1.2 below, Stockholder hereby agrees that during the time this Agreement is in effect, at any meeting of the stockholders of MWAV, however called, and in any action by consent of the stockholders of MWAV, Stockholder will vote or cause to be voted in favor of the Asset Sale:  (i) all Securities owned legally or beneficially by Stockholder and (ii) any and all Securities acquired by Stockholder on or after the date hereof.

(b)         Upon execution of a definitive agreement (the “Definitive Agreement”) between MWAV and Purchaser relating to the Asset Sale, Stockholder will acknowledge that (i) Stockholder is sophisticated in financial matters and is able to evaluate the risks and benefits of the transactions contemplated by the Definitive Agreement, (ii) Stockholder has carefully considered and has, to the extent Stockholder believes such discussion necessary, discussed the Asset Sale with Stockholder’s professional legal, tax and financial advisers, and (iii) Purchaser has made available to Stockholder the opportunity to ask questions of, and receive answers from, Purchaser concerning the terms and conditions of the Asset Sale, and to obtain any additional information which Purchaser had in its possession or was able to acquire without unreasonable effort or expense.

Section 1.2          Conditions to Obligation to Vote the Securities.  The parties agree that the Stockholders’ obligation to vote the Securities in favor of the Asset Sale shall be conditioned on the following:

(a)         Not later than July 17, 2008, Purchaser and MWAV shall enter into the Definitive Agreement (i) in form similar to the purchase agreement previously entered into by the Purchaser and MWAV dated July 17, 2007, as amended December 14, 2007, and previously reviewed by Stockholder, and (ii) on terms similar to those contained in the Letter of Intent from Purchaser to MWAV dated May 22, 2008, attached hereto as Exhibit A;

(b)         The Board of Directors of MWAV (the “Board”) shall have received an opinion from B-Riley or a firm of similar standing advising the Board that in their opinion the Asset Sale as described in the Definitive Agreement is fair to the shareholders of MWAV;

(c)         The Board shall have approved the Asset Sale and recommended it to the MWAV shareholders; and

(d)         MWAV shall have substantially complied with all applicable legal requirements, including, but not limited to, securities and general corporate law requirements, in connection with the solicitation of the MWAV shareholders, who shall be requested to vote on the Asset Sale.

Section 1.3          Adjustment Upon Changes In Capitalization.  In the event of any change in the Securities, by reason of any stock dividends, splits, mergers, recapitalizations or other changes in the corporate or capital structure of MWAV, the number and kind of Securities subject to this Agreement shall be appropriately adjusted.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

OF STOCKHOLDER

Stockholder hereby represents and warrants to Purchaser as follows:

Section 2.1          Title to Equity Securities.  As of the date hereof, Stockholder is the record and beneficial owner of the number of Securities set forth on Stockholder’s signature page hereto.  Such Securities, are on the date hereof and will be at all times through the Closing Date (as defined in the Definitive Agreement) owned free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges or other encumbrances of any nature whatsoever other than pursuant to this Agreement, except as disclosed to Purchaser prior to the execution and delivery of this Agreement in writing.  Stockholder has not appointed or granted any proxy, which appointment or grant is still in effect, with respect to such Securities.

Section 2.2          Authority Relative to This Agreement.  Stockholder has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement by Stockholder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all proceedings on the part of Stockholder necessary to authorize this Agreement or to consummate such transactions.  This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a legal, valid and binding obligation of Stockholder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

2

Section 2.3           No Conflict.

(a)         Neither the execution and delivery of this Agreement nor the consummation by Stockholder of the transactions contemplated hereby will (i) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Stockholder or by which its Securities are bound or affected or (ii) conflict with, or constitute a violation of, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of its Securities, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Stockholder is a party or by which Stockholder or its Securities are bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or delay the performance by Stockholder of its obligations under this Agreement.

(b)         The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not prevent or delay the performance by Stockholder of its obligations under this Agreement.

ARTICLE III

COVENANTS

Section 3.1           No Inconsistent Agreements.  Stockholder covenants and agrees that, except as contemplated by this Agreement, Stockholder shall not enter into any voting agreement or grant a proxy or power of attorney with respect to its Securities that is inconsistent with this Agreement.

Section 3.2          Transfer of Title.  Stockholder hereby covenants and agrees that, so long as this Agreement is in effect, Stockholder will not transfer record or beneficial ownership of any of its Securities unless the transferee agrees in writing to be bound by the terms and conditions of this Agreement.

Section 3.3          Purchaser Agreement.  Purchaser hereby covenants that it shall not amend, waive, forgive performance of or terminate any agreement it now has or hereafter enters into obligating one or more MWAV stockholders to vote, or pursuant to which one or more MWAV stockholders agrees to vote, in favor of approving the Asset Sale and that it shall enforce any rights it has pursuant to any such agreement.

3

ARTICLE IV

TERMINATION

Section 4.1          Termination.  This Agreement shall terminate automatically upon the earlier of (a) the failure to satisfy any and all of the conditions set forth in Section 1.2 hereof, (b) the date on which MWAV obtains shareholder approval of the Asset Sale in accordance with the Delaware Business Corporations Act, and (c) the date on which Purchaser notifies Stockholder in writing that it has abandoned the Asset Sale for any reason other than as the result of a breach of this Agreement by Stockholder.

Section 4.2          Effect of Termination.  In the event of the termination of this Agreement pursuant to Section 4.1 hereof, this Agreement shall forthwith become void and have no effect, without liability on the part of any party hereto or its trustees, partners, beneficiaries, directors, officers, stockholders or affiliates.

ARTICLE V

MISCELLANEOUS

Section 5.1          Notices.  All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, telecopied or emailed (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Stockholder:                                  At such address as is set forth on its signature page hereto.

If to Purchaser:                                      M-Wave International, LLC

1300 Norwood Avenue

Itasca, IL  60143

Attention:  Joe Turek

Telephone No.:  630-854-0269

Facsimile No.:  630-562-2431

Email:  jturek@mwav.com

With a copy to:

Shefsky & Froelich Ltd.

111 East Wacker Drive

Suite 2800

Chicago, IL  60601

Attention:  Jeffry A. Melnick, Esq.

Telephone No.: (312) 826-4010

Facsimile No.: (312) 275-7591

Email: jmelnick@shefskylaw.com

Any party from time to time may change its address for the purposes of notices hereunder by giving written notice to the other parties hereto of such new address.

4

Section 5.2           Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and replaces and supersedes all prior agreements or understandings, both written and oral, between the parties hereto, relating to the voting of Stockholder’s Securities with respect to the Asset Sale.

Section 5.3           Stockholder Capacity.  Stockholder signs solely in its capacity as the record holder and beneficial owner of the Securities set forth on its signature page hereto.

Section 5.4           Specific Performance.  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any state or federal court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity.  In addition, each of the parties hereto: (a) consents to submit such party to the personal jurisdiction of any state or federal court in the event any dispute arises out of this Agreement or any of the transactions contemplated hereby; (b) agrees that such party will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (c) agrees that such party will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than a state or federal court sitting in the State of Delaware; and (d) waives any right to trial by jury with respect to any claim or proceeding related to or arising out of this Agreement or any of the transactions contemplated hereby.

Section 5.5           Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect and shall not in any way be affected or impaired thereby so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party.

Section 5.6           Amendment.  This Agreement may be amended only by a written instrument signed by each of the parties hereto.

Section 5.7           Assignment.  Except as required by operation of law, this Agreement shall not be assignable by the parties hereto without the prior written consent of the other party.  This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Section 5.8           Governing Law.  This Agreement shall be governed by the internal laws of the State of Delaware.

Section 5.9           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 5.10        Facsimile Signatures.  Any signature page delivered pursuant to this Agreement via facsimile shall be binding to the same extent as an original signature.  Any party who delivers such a signature page agrees to later deliver an original counterpart to any party that requests it.

5

[Signature Page Follows]

6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

M-WAVE INTERNATIONAL, LLC
By:	/s/ Joseph A. Turek
Name:	Joseph A. Turek
Title:	Managing Partner

[Counterpart Stockholder Signature Page Follows]

Signature Page to Voting Agreement

 IN WITNESS WHEREOF, the undersigned has executed this Voting Agreement, effective as of the date first written above.

Mercator Momentum Fund, LP

By: /s/David Firestone

EQUITY SECURITIES OF MWAV OWNED 102,213 shares of Common Stock

3,750 shares of Series A Preferred Stock

40,148 shares of Series B Preferred Stock

AFFILIATED ENTITIES:

(Print or Type Name of Entity)
By:
	(Signature of Authorized Signatory)
Name:
	(Print or Type Name of Authorized Signatory)
Title:
	(Print or Type Title of Authorized Signatory)

ADDRESS FOR NOTICES:
	Fax No.:

EQUITY SECURITIES OF MWAV OWNED _______ shares of Common Stock

_______ shares of Series A Preferred Stock

_______ shares of Series B Preferred Stock

Signature Page to Voting Agreement

EXHIBIT A

LETTER OF INTENT

Exhibit A

EX-99.5

EXHIBIT 99.5

AMENDMENT NO. 1 TO VOTING AGREEMENT

This Amendment No. 1 to Voting Agreement (this “Amendment”) is made as of September 6, 2008, by and between M-Wave International, LLC, an Illinois limited liability company (the “Purchaser”), and Mercator Momentum Fund III, LP and each of its affiliates set forth on the signature page hereto (individually and collectively referred to as “Stockholder”), each a Stockholder of M-Wave, Inc., a Delaware corporation (“M-WAV”).

RECITALS

A.           Purchaser and Stockholder have previously entered into a Voting Agreement dated June 5, 2008 (the “Voting Agreement”), pursuant to which, subject to certain conditions, Stockholder has agreed to vote the equity securities of M-WAV (the “Securities”) it owns in favor of a transaction contemplated through the sale of substantially all of the assets of M-WAV (the “Asset Sale”) to Purchaser;

B.           Section 1.2(a) of the Voting Agreement required that a definitive agreement for the Asset Sale be entered into by the parties not later than July 17, 2008;

C.           That date has expired, but effective as of the date hereof, M-WAV and Purchaser have entered into a definitive agreement, a copy of which is attached hereto as Exhibit A and made a part hereof, and so the parties desire to amend the Voting Agreement to extend Stockholder’s obligation to vote the Securities in favor of the Asset Sale as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the parties hereto agree as follows:

1. Section 1.2 of the Voting Agreement shall be, and hereby is, deleted in its entirety and the following shall be, and hereby is, inserted in its place:

Conditions to Obligations to Vote the Securities.  The parties agree that the Stockholders’ obligations to vote the Securities in favor of the Asset Sale shall be conditioned on the following:

(a)           Attached hereto as Exhibit A and made a part hereof is a true and correct copy of the definitive agreement (the “Definitive Agreement”) dated September 6, 2008 providing for the Asset Sale to Purchaser.  Stockholder agrees to vote its Securities in favor of the Asset Sale as described in Section 1.1(a) of the Voting Agreement unless and until the Definitive Agreement is terminated by the parties as described in Article IX therein;

(b)           The Board of Directors of M-WAV has received an opinion from B. Riley & Co. advising the Board that in their opinion the Asset Sale is fair to the Stockholders of M-WAV.  Attached hereto as Exhibit B and made a part hereof is this fairness opinion;

(c)           On July 25, 2008, the Board by unanimous written consent approved the Asset Sale and is recommending it to the M-WAV Stockholders.  On September 6, 2008 the Board adopted and approved the Definitive Agreement; and

(d)           M-WAV shall continue to have substantially complied with all applicable legal requirements including, but not limited to, securities and general corporate law requirements in accordance with the solicitation of the M-WAV shareholders who shall be requested to vote on the Asset Sale.

2. Except as set forth herein, the Voting Agreement shall remain unchanged and continue in full force and effect.

3. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  Any signature page delivered to this Amendment via facsimile shall be binding to the same extent as an original signature.  Any party who delivers such signature page agrees to later deliver an original counterpart to any party that requests it.

[ signature page follows ]

2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

M-WAVE INTERNATIONAL, LLC
By:	/s/ Joseph A. Turek
Name:	Joseph A. Turek
Title:	Managing Partner

[Counterpart Stockholder Signature Page Follows]

Signature Page to Amendment No. 1 to Voting Agreement

3

IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 1 to Voting Agreement effective as of the date first above written.

MERCATOR MOMENTUM FUND III, LP

By: /s/ David Firestone

EQUITY SECURITIES OF MWAV OWNED 102,213  shares of Common Stock

3,750  shares of Series A Preferred Stock

40,148 shares of Series B Preferred Stock

AFFILIATED ENTITIES:
(Print or Type Name of Entity)
By:
	(Signature of Authorized Signatory)
Name:
	(Print or Type Name of Authorized Signatory)
Title:
	(Print or Type Title of Authorized Signatory)

ADDRESS FOR NOTICES:
	Fax No.:

EQUITY SECURITIES OF MWAV OWNED _______ shares of Common Stock

_______ shares of Series A Preferred Stock

_______ shares of Series B Preferred Stock

Signature Page to Amendment No. 1 to Voting Agreement

4