NUWAVE TECHNOLOGIES INC
S-3, 1999-08-11
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
Previous: IXC COMMUNICATIONS INC, 424B3, 1999-08-11
Next: AMERITECH PENSION TRUST, 13F-HR, 1999-08-11



     As filed with the Securities and Exchange Commission on August 11, 1999

                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             ----------------------

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ----------------------

                            NUWAVE TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)
           DELAWARE                                           22-3387630
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                           Identification No.)

         ONE PASSAIC AVENUE, FAIRFIELD, NEW JERSEY 07004 (973) 882-8810
               (Address, Including Zip Code, and Telephone Number,
        Including Area Code, of Registrant's Principal Executive Offices)

                             -----------------------

                                Mr. Gerald Zarin
    Chairman of the Board of Directors, President and Chief Executive Officer
                 One Passaic Avenue, Fairfield, New Jersey 07004
                                 (973) 882-8810
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                             ----------------------
                                   Copies To:
                               Fredric Klink, Esq.
                             Dechert Price & Rhoads
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 698-3500

     Approximate date of commencement of proposed sale to the public:  From time
to time after the  Registration  Statement  becomes  effective as  determined by
market  conditions  and the needs of each of the  Selling  Stockholders  and the
Consultant.

     If the only  securities  being  registered  on this form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box.  [ ]

     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ] --------------.

     If this form is a  post-effective  amendment filed pursuant to Rule 462 (c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ] ------------.

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                             ----------------------

<PAGE>



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================
                                                                   Proposed            Proposed
                                                                    Maximum            Maximum           Amount of
           Title of Shares                   Amount to          Offering Price        Aggregate         Registration
           to be Registered               be Registered(1)         Per Share        Offering Price         Fee(2)
- --------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                   <C>                  <C>                 <C>
Common Stock, $.01 par value               100,000 shares        $  2.9375 (2)        $ 293,750.00        $ 81.67
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value,
issuable upon the exercise of an            50,000 shares        $  2.9375 (2)        $ 146,875.00        $ 40.84
outstanding option (3)
- --------------------------------------------------------------------------------------------------------------------
Registration Fee                                                                                          $122.51
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes the registration  for resale of the following:  (i) 100,000 shares
     of Common  Stock  currently  issued to the Selling  Stockholders;  and (ii)
     50,000  shares  of  Common  Stock   issuable  upon  exercise  of  currently
     outstanding  options  issued to the  Selling  Stockholders  pursuant to the
     Settlement Agreement.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee pursuant to Rule 457(c) under the Securities Act of 1933,
     as  amended,  based on the average of the high and low prices of the Common
     Stock on the Nasdaq SmallCap Market on August 5, 1999.

(3)  Issuable upon exercise of outstanding options to buy Common Stock.

                             ----------------------

     THE REGISTRANT  HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8 (A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE  ON SUCH  DATE  AS THE  SECURITIES  AND  EXCHANGE  COMMISSION,  ACTING
PURSUANT TO SAID SECTION 8 (A), MAY DETERMINE.

================================================================================


<PAGE>


Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any State in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

<PAGE>

                   SUBJECT TO COMPLETION, DATED AUGUST 11, 1999

PROSPECTUS

                            NUWAVE TECHNOLOGIES, INC.
                                 150,000 SHARES
                                       OF
                                  COMMON STOCK

                              ---------------------

            SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
                          SEE "RISK FACTORS" ON PAGE 5.

                              ---------------------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission  has approved or disapproved  these  securities or determined if this
prospectus  is  truthful  or  complete.  Any  representation  the  contrary is a
criminal offense.

                              ---------------------

     This Prospectus may be used only in connection  with the resale,  from time
to time, of up to 150,000  shares of common stock of NUWAVE  Technologies,  Inc.
for the account of the Selling Stockholders identified below.

     All of the Shares covered hereby are to be sold by the Selling Stockholders
and includes the following:

     (1)  100,000  shares  of  Common  Stock  currently  issued  to the  Selling
Stockholders; and

     (2) 50,000  shares of Common  Stock  issuable  upon  exercise of  currently
outstanding options issued to the Selling Stockholders.

     Each of the Selling  Stockholders  may sell the Shares from time to time at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing  market  prices or at  negotiated  prices.  We will not  receive  any
proceeds from the sale of the Shares by any of the Selling Stockholders. We have
agreed to bear all of the expenses in connection  with the  registration  of the
Shares.

     The Common  Stock of NUWAVE is traded on the Nasdaq  SmallCap  Market under
the symbol  "WAVE." On August 5, 1999, the closing price for the Common Stock of
the Company on the Nasdaq SmallCap Market was $2.9375 per share.



                              ---------------------

                  The date of this Prospectus is August 11, 1999

                              ---------------------



<PAGE>


                              AVAILABLE INFORMATION


     We are subject to the informational requirements of the Securities Exchange
Act of 1934,  as amended,  and in  accordance  therewith  file reports and other
information with the Securities and Exchange Commission (the "Commission").  You
may read and copy such reports and other information at the following locations:

o    the  Commission's  Public  Reference  Room  at  450  Fifth  Street,   N.W.,
     Washington, D.C. 20549;

o    the  Commission's  regional  office at 7 World Trade Center,  New York, New
     York 10048;

o    the  Commission's  regional office at 500 West Madison Street,  Suite 1400,
     Chicago, Illinois 60661; and

o    the  offices  of  the  Nasdaq  SmallCap  Market  at  1735 K  Street,  N.W.,
     Washington, D.C. 20006.

     The  Commission  also  maintains  a Web  site  at  http://www.sec.gov  that
contains  reports  and  other  information   regarding   registrants  that  file
electronically with the Commission.

     We have filed with the  Commission  a  Registration  Statement  on Form S-3
(together  with  all  amendments  and  exhibits   thereto,   the   "Registration
Statement")  under the Securities Act with respect to the Shares of Common Stock
that are being offered.  This  Prospectus  does not contain all  information set
forth in the  Registration  Statement,  certain  parts of which are  omitted  in
accordance with the rules and  regulations of the  Commission.  You may obtain a
copy  of the  Registration  Statement,  including  the  exhibits  and  schedules
thereto, from the locations described above.

                           REPORTS TO SECURITY HOLDERS

     We  furnish  our  stockholders  with  annual  reports   containing  audited
financial  statements.  In addition, we are required to file periodic reports on
Forms 8-K,  10-QSB  and  10-KSB  with the  Commission  and to make such  reports
available to our stockholders.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Commission allows us to "incorporate by reference" the information that
we file with them, which means that we can disclose important information to you
by referring you to those documents.  The information  incorporated by reference
is considered to be part of this prospectus,  and later information that we file
with the Commission will automatically update and supersede this information. We
incorporate by reference the documents  listed below and any future filings made
with the Commission  under Sections  13(a),  13(c),  14 or 15(d) of the Exchange
Act, until the Selling Stockholders and the Consultant sell all the shares:

1.   Our Annual  Report on Form  10-KSB for the fiscal year ended  December  31,
     1998 filed with the  Commission on March 31, 1999,  and  amendment  thereto
     filed with the Commission on April 15, 1999.

2.   Our Annual  Report on Form  10-KSB for the fiscal year ended  December  31,
     1997 filed with the Commission on March 25, 1998,  and  amendments  thereto
     filed with the  Commission  on April 2,  1998,  April 9, 1998 and April 14,
     1998;


                                       2


<PAGE>


3.   Our Annual  Report on Form  10-KSB for the fiscal year ended  December  31,
     1996 filed with the Commission on March 31, 1997; and

4.   Our  Quarterly  Reports on Form 10-QSB for the quarter ended March 31, 1999
     filed with the Commission on April 29, 1999.

     We will provide you, free of charge,  upon your written or oral request,  a
copy of any or all of the documents incorporated by reference herein (other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into such documents).  You should direct requests for such copies,  if
by mail, to Jeremiah F. O'Brien,  Chief Financial Officer,  NUWAVE Technologies,
Inc., One Passaic Avenue,  Fairfield,  New Jersey 07004, or, if by telephone, to
(973) 882-8810.

                             PROSPECTUS SUPPLEMENTS

     Pursuant to the  Settlement  Agreement  the Selling  Stockholders  acquired
100,000  shares of Common Stock and 50,000 shares of Common Stock  issuable upon
exercise of outstanding options issued pursuant to such Agreement (collectively,
the "Shares").

                                   THE COMPANY

     We are a development  stage enterprise  organized in July 1995. Our mission
is to identify and commercialize high volume,  proprietary  technologies  suited
for high-volume,  high-growth markets and, in turn achieve attractive  long-term
growth for the Company.  The first technology that we are  commercializing is in
the field of  video-enhancement.  In this  regard,  we are  developing  patented
video-enhancement  technology,  designed to  significantly  enhance video output
devices with clearer, sharper details and more vibrant colors when viewed on the
display  screen.  We intend to  manufacture  and market  products which use this
technology to improve  picture  quality in set-top  boxes,  televisions,  VCR's,
DVD's,  camcorders,  video and pictures on the  Internet  and P.C.'s,  and other
video devices. The television, telecommunications, computer and Internet markets
are all converging and, in the process,  redefining the way their constituencies
interact.  Video display is the common  denominator of that interaction,  and we
believe  the  products we have  developed  and are  developing  will allow us to
participate in the growth opportunities created by this convergence. To date, we
have developed, among others, the following products and technology:

     o the "NUWAVE Video  Processor"  technology  which  significantly  enhances
     video images;

     o the "NUWAVE Video  Processor" line of products  (i.e.,  ASIC chip for the
     original equipment manufacturer market, the NVP 2.2 in the stand alone unit
     and PC board  version for the  professional  video  market and the consumer
     video retail version);

     o a  software  product  we call  "Softsets"  which  provides  end users and
     manufacturers  who use the NUWAVE Video Processor in their products with an
     option to manipulate  the attributes of video images to their own tastes or
     standards;

     o new circuitry to allow certain of our products to be produced as chips;

     o "iMAGENU",  a software  product  which allows a user to clean and enhance
     pictures and video (including streaming video) on the home PC while surfing
     the Internet or off line using any picture or video program.


                                       3


<PAGE>


     We  recently  produced  our first  NUWAVE  Video  Processor  ASIC chips for
testing and final evaluation  purposes and are working with our design house and
foundry to complete this process. After final evaluation of these chips, we will
launch a full scale sales program aimed at obtaining orders initially from those
customers who have already evaluated our technology and wish to test these chips
in their products.

     We are  concentrating  our  activities  on  completion  of the  testing and
evaluation  of  the  first  ASIC  chips  and on the  continued  development  and
marketing of our Softsets and NUWAVE Video Processor  products) as well as final
product  development  and market  introduction of the iMAGENU  software  product
line. We are currently  conducting  investigation  and research and  development
activities with respect to additional new  technologies/products  to address the
digital,  PC and Internet markets.  These activities may give rise to additional
products  that may be  commercialized  by us. We believe  this  focused  product
strategy will provide NUWAVE with an expanded  technology base and diversify the
product line and services we can offer potential  customers and allow us to take
full  advantage of the  significant  video growth  opportunity  presented by the
converging PC, Internet, television, HDTV and telecommunication markets.

     We believe that the capacity of our existing data processing and management
information  systems is  sufficient  to allow us to expand our business  without
significant  additional  capital  expenditures.  We have also consulted with our
software vendor about the year 2000 and data  processing  changes that will need
to be done.  We have been assured that our software  will be capable of handling
process dates beyond the year 2000 by the end of 1998.

     Our principal  offices are located at One Passaic  Avenue,  Fairfield,  New
Jersey 07004 and our telephone number is (973) 882-8810.


                                       4


<PAGE>


                                  RISK FACTORS

     The securities offered under this Prospectus involve a high degree of risk.
You should  carefully  consider the risk factors set forth below, as well as the
other  information  appearing in this Prospectus,  before  purchasing any of our
securities.

Development Stage Enterprise; Absence of Operating History

     We are a development stage enterprise. We have had only a limited operating
history and have sold only a limited quantity of our products to date (primarily
for  demonstration  purposes).  Since our  inception in July 1995,  we have been
engaged primarily in:

o    raising funds;

o    recruiting  management and technical  personnel,  including  members of our
     Advanced Engineering Group;

o    directing and supervising our Advanced  Engineering Group in the continuing
     development of the NUWAVE Video Processor and the Softsets; and

o    pre-marketing activities.

     More  recently,  we  produced  our  first  NUWAVE  Video  Processor  in  an
application  specific  integrated chip (ASIC) format.  After final evaluation of
these chips, we will launch a full scale sales program aimed at obtaining orders
initially  from those  customers who have already  evaluated our  technology and
wish to test these chips in their products.

     Our prospects must be considered in light of the risks  associated with the
establishment of a new business in the evolving  electronic  video industry.  In
our case this is  particularly  so, as further risks will be  encountered in our
shift from the  development  to the  commercialization  of new products based on
innovative  technology.  There  can be no  assurance  that  we  will  be able to
generate revenues or achieve profitable operations.

Limited Revenues; Accumulated Deficit; Anticipated Future Losses

     To  date,  we have  received  only  limited  revenue  from  the sale of our
products  (primarily  from sales  made for  demonstration  purposes).  We do not
anticipate  significant  operating  revenue  until  such time,  if ever,  as our
relevant  technology  and one or more of our products is  completely  developed,
able to be  manufactured  in commercial  quantities and available for commercial
delivery  upon  receipt of orders from  prospective  customers.  There can be no
assurance that our technology and products, if developed and manufactured,  will
be able to compete  successfully in the marketplace and/or generate  significant
revenue.  We  anticipate  incurring  significant  costs in  connection  with the
development of our technologies and proposed  products and there is no assurance
that we will achieve sufficient revenues to offset anticipated  operating costs.
As of March 31, 1999, we had an accumulated deficit of $13,976,047.  Although we
anticipate deriving some revenue from the sale of our NUWAVE Video Processor and
related  products  and our  Softsets  within the next 12 months,  we can give no
assurance that these products will be  successfully  marketed or even completely
developed and tested for commercial use during such period.  We anticipate  that
we will  continue to incur  substantial  losses for at least the next 12 months.
Included in such former and future losses are research and development expenses,
marketing  costs,  manufacture  and  assembly,  and general  and  administrative
expenses.  We anticipate  that we will continue to have high levels of operating
expenses and will be required to make  significant  expenditures  in  connection
with our continued research


                                       5

<PAGE>


and  development  activities.  We anticipate that our losses will continue until
such time,  if ever, as we are able to generate  sufficient  revenues to support
our operations.

Significant  Capital  Requirements;  Dependence  on  Available  Cash;  Need  for
Additional Financing

     Our capital requirements in connection with our development activities have
been and will  continue  to be  significant.  We have  been  dependent  upon the
proceeds of sales of our  securities  to private  investors  to fund our initial
development activities.  Since our initial public offering in July 1996, we have
raised  capital  by making  the  following  sale of our  securities  to  private
investors:

o    On February 11, 1998,  we received net proceeds of  approximately  $859,347
     from the sale of 253,485  shares of our Common Stock to Profutures  Special
     Equities Fund, L.P.  ("Profutures")  pursuant to a Securities  Subscription
     Agreement dated as of February 6, 1998 (the "Investment Agreement"); and

o    Between  May 19,  1998  and June 9,  1998,  we  received  net  proceeds  of
     approximately  $5,990,924from  the sale of  2,742,904  shares of our Common
     Stock and  2,057,207  Class A  Redeemable  Warrants  to certain  accredited
     investors.

     In addition,  under the Investment Agreement, we have the right, subject to
certain conditions, to draw up to $5,000,000 in cash by selling shares of Common
Stock to  ProFutures.  We have this right until April 15, 2000,  and such shares
are to be sold at a price  equal to  eighty-eight  percent  (88%) of the  Market
Price (as  defined  in the  Investment  Agreement)  of the  Common  Stock on the
relevant draw down date. There is no assurance,  however, that the conditions to
the right to draw will be  satisfied.  We have the sole  discretion,  subject to
certain  conditions,  as to when and in what  amount  such  draws  will be made.
However, we are required to draw a minimum of $1,000,000 in cash in exchange for
shares of Common Stock prior to April 15, 2000. A registration statement on Form
S-3  covering  the resale of all of the Common  Stock  issued  and  issuable  to
ProFutures under the Investment Agreement became effective on April 15, 1998.

     We anticipate, based on our current proposed plans and assumptions relating
to our operations,  that we have sufficient cash to satisfy all of our estimated
cash  requirements  for the  next  12  months.  In the  event  of  unanticipated
expenses,  delays or other problems,  we might be required to either utilize the
equity financing available under the Investment  Agreement or to seek additional
funding  elsewhere.  Also,  if we receive a larger  than  anticipated  number of
initial  purchase  orders upon  introduction of the Softsets or the NuWave Video
Processor products, we may require additional capital. We cannot be sure that we
will be able to obtain such additional capital on commercially  reasonable terms
or at all. An inability to obtain additional financing,  when needed, would have
a material  adverse  effect on us, and  possibly  require us to curtail or cease
operations.  To the extent that any future  financing  involves  the sale of our
equity securities, our existing stockholders could be substantially diluted.

New Concept; Uncertainty of Market Acceptance; Lack of Marketing Experience

     We develop  technology  and products  utilizing new concepts and designs in
video  imagery and  processing.  Our  prospects  for success  will depend on our
ability to successfully  sell our products to key manufacturers and distributors
who may be inhibited from doing business with us because of their  commitment to
their own technologies and products.  As a result,  demand and market acceptance
for our technology and products are subject to a high level of  uncertainty.  We
currently have limited financial, personnel and other resources to undertake the
extensive  marketing  activities that will be necessary to market our technology
and products once their development is completed.  We cannot be sure that any of
our potential customers will enter into any arrangements with us. Further, there
is no assurance that our marketing efforts will be successful.


                                       6


<PAGE>


Dependence on Third-Party Design Changes

     Commercialization  of the NUWAVE Video Processor and sale to  manufacturers
of the relevant  video  equipment will require such  manufacturers  to adopt new
circuit  configurations  to accommodate the relevant chip in their products.  We
anticipate  that  manufacturers  wishing to use the NUWAVE Video  Processor will
make such  modifications  because  of the  benefits  derived  from the  improved
performance of their products and the relative simplicity of such modifications.
However,  there is no assurance that such  modifications will be made. Also, the
cost of such modifications may inhibit or prevent their adoption. Our ability to
sell and/or  license our products  would be adversely  affected if designers and
manufacturers fail to make such modifications.

License

General

     In  July  1995,  we  entered  into  the  following   agreements  with  Rave
Engineering  Corporation  ("Rave"):  (1) Exclusive  Worldwide License Agreement,
dated July 21, 1995 (the "License  Agreement")  and (2)  Development  Agreement,
dated July 21, 1995 (the "Development  Agreement"),  which expired on October 1,
1998.  Pursuant  to the License  Agreement,  Rave  licensed to us a  substantial
portion of the technology from which our Initial Products were derived. See "The
Company" for a definition of Initial Products.

     In July 1996, on behalf of Rave, we filed a patent  application  on a video
clarity  circuit  which Rave provided to us under the License  Agreement  ("Rave
Clarity  Circuit").  Of the products and  technology  which Rave  provided to us
under the License  Agreement,  we had identified the Rave Clarity Circuit as the
most likely  candidate  for  immediate  commercial  exploitation.  Although Rave
claimed  proprietary  rights to the Rave Clarity  Circuit,  in January  1998, we
received a  rejection  of our  patent  application  from the  patent  examiner's
office.   We  modified  the  claims  in  the  application  and  resubmitted  the
application  twice.  Both times it was  rejected  on the  grounds  that the Rave
Clarity Circuit was identical to a previously  patented circuit. In August 1998,
we acquired exclusive rights to such previously  patented circuit.  As a result,
we  have  decided  not  to  proceed  with  further  prosecution  of  the  patent
application on the Rave Clarity Circuit.

     On November 13, 1998,  pursuant to the provisions of the License  Agreement
and the Development Agreement,  we commenced an arbitration proceeding under the
American  Arbitration  Association Rules of Patent Arbitration  against Rave and
Randy Burnworth.

     Rave filed an amended  counterclaim against the Company in the Arbitration,
alleging  breaches of the License  Agreement and  Development  Agreement,  trade
libel, tortious interference and conspiracy, and seeking a declaration that Rave
is entitled to the return and exclusive use of its own technology.  Rave claimed
that it was  entitled  to  $65,000  per  month  for the life of any  patents  on
products it developed for the Company  (approximately 15 more years), as well as
damages in excess of $4 million on the various claims.

     Pursuant  to  a  Settlement   Agreement   and  Release   (the   "Settlement
Agreement"),  dated as of May 28, 1999, between and among the Company,  Rave and
Burnworth,   the  Arbitration  was  resolved  and  the  License   Agreement  was
terminated.  As a result of the Settlement  Agreement,  the Company continues to
maintain  exclusive  worldwide  license  rights to make,  market and license its
video enhancement  technology free of any claims of ownership or inventorship by
Rave; in return, Rave and certain individuals associated with Rave received from
the Company  $175,000 in cash as well as 100,000 shares of the Company's  Common
Stock and options to purchase 50,000 shares of the Company's Common Stock.

Uncertainty of Product and  Technology  Development;  Need for Product  Testing;
Technological Factors


                                       7

<PAGE>


    Development of our products are subject to all of the risks inherent in the
development of new technology and products including the following risks:

o    unanticipated delays;

o    expenses;

o    technical problems or difficulties; and

o    possible insufficiency of funding to complete development.

     There is no assurance as to when, or whether,  we can successfully complete
such developments.  Further,  there is no assurance that we can develop products
in commercially salable form within our projected  development  schedule.  If we
are unable to complete our development  activities for our proposed products, we
would have to complete  development  through third  parties.  We believe that we
have  sufficient  resources to complete  development  of our products.  However,
there is no assurance  that we will be able to complete  such  development  in a
timely  manner,  or at all.  There is also no  assurance  that we can enter into
economically  reasonable  arrangements  for the  completion  of such products by
third parties.

     In connection with the development of commercially  salable prototypes,  we
must  successfully  complete a testing program for our products before marketing
them.   Unforeseen   technical  problems  arising  out  of  such  testing  could
significantly  and adversely  affect our ability to  manufacture a  commercially
acceptable version. In addition, our success will depend upon our technology and
proposed  products  meeting  acceptable cost and  performance  criteria and upon
their timely  introduction into the marketplace.  There can be no assurance that
our technology and proposed products will  satisfactorily  perform the functions
for which they are designed, that they will meet applicable price or performance
objectives  or that  unanticipated  technical or other  problems will not occur.
Should any such  problems  arise,  the result  would be  increased  costs and/or
material delays in the development of our proposed products.

Dependence on Third-Party Development and Manufacturing

         We do not plan to directly  manufacture any of our products.  We intend
to  contract  with third  parties  to  manufacture  our  proposed  NUWAVE  Video
Processor  and Softsets,  and related  retail  products.  We may also license to
third parties the rights to manufacture  our proposed  products,  either through
direct licensing, original equipment manufacturer arrangements or otherwise.

         We will be dependent on third parties to  manufacture  our  application
specific  integrated circuit  ("ASIC")-based  NUWAVE Video Processor and related
products as well as future products we may choose to commercialize.  Although we
have entered into an agreement with a potential manufacturer of our NUWAVE Video
Processor  ASIC chip,  there can be no  assurance  that such  manufacturer  will
dedicate  sufficient  production  capacity  to satisfy our  requirements  within
scheduled  delivery  times,  or at all.  Failure  or delay by our  suppliers  in
fulfilling our anticipated  needs would have an adverse effect on our ability to
develop and market our  products.  In  addition,  we will be  dependent on third
party vendors for many of the components necessary for the final assembly of our
products.  We may have  difficulty  in  obtaining  contractual  agreements  with
suppliers  of such  materials  due to,  among other  things,  possible  material
shortages or possible lack of adequate  purchasing  power.  While our management
believes that these  components  are  available  from  multiple  sources,  it is
anticipated that we will obtain certain of them from a single source, or limited
number of sources,  of supply.  In the event that certain of such  suppliers are
unable  or  unwilling  to  provide  us  with  such  components  on  commercially
reasonable  terms, or at all, delays in securing  alternative  sources of supply
would result and could have a material adverse effect on our operations.


                                       8

<PAGE>


Competition

     Intense competition exists in the markets that we intend to enter. Further,
with  respect  to the  market  for video  editing,  video  production  and video
processing  products,  significant  price  erosion  over the  life of a  product
exists.   Our   products   will   directly   compete   with  those  of  numerous
well-established  companies,  such as the  following  companies,  which  design,
manufacture and/or market video technology and other products:

o    Sony Electronics, Inc.;
o    Panasonic Division of Matsushita Electric Industrial Co.;
o    Motorola, Inc.;
o    Mitsubishi International Corp.; and
o    Phillips Electronics, NV.

     All of the above companies have substantially greater financial, technical,
personnel  and other  resources  than we do.  Further,  each has  established  a
reputation for success in the  development,  licensing,  sale and service of its
products and  technology.  In addition,  certain of these  competitors  dominate
their  industries and have the necessary  financial  resources to enable them to
withstand  substantial  price  competition  or downturns in the market for video
products.

Rapid Changes to Industry Standards; Product Obsolescence

     Rapid changes  characterize  the markets for our  technology  and products.
Further,  evolving  industry  standards often result in product  obsolescence or
short product life cycles.  Certain companies may be developing  technologies or
products which may be functionally  similar, or superior,  to some or all of our
proposed  products.  As a result,  our  ability  to compete  will  depend on our
ability to, among other things:

o    complete  development  and  introduce  to the  marketplace  in a timely and
     cost-competitive manner our proposed products and technology;

o    continually enhance and improve our proposed products and technology;

o    adapt  our  proposed  products  to be  compatible  with  specific  products
     manufactured by others; and

o    successfully develop and market new products and technology.

     There is no assurance that we will be able to compete  successfully or that
our  competitors  will not  develop  technologies  or  products  that render our
products  and  technology  obsolete  or less  marketable.  Further,  there is no
assurance that we will be able to successfully  enhance our proposed products or
technology or adapt them satisfactorily.


                                       9


<PAGE>


Enforceability  of Patents and Similar Rights;  Possible  Issuance of Patents to
Competitors; Trade Secrets

     To the extent  practicable,  we have filed and intend to file U.S.  patents
and/or  copyright   applications  for  certain  of  our  proposed  products  and
technology. We have also filed and intend to file corresponding  applications in
key industrial countries worldwide.

     Under  the  License  Agreement,  we have  exclusive  license  rights to all
patents  and  copyrights  obtained  or to  be  obtained  for  the  products  and
technology  licensed under the License Agreement.  For a discussion  relating to
the License  Agreement  and the  exclusivity  provisions  thereunder,  see "Risk
Factors--License."  In April 1996, we filed two patent applications on behalf of
Rave for its Randall  connector  system. We received one patent in November 1997
and the second one in January 1998.

     In April  1998,  we filed  three  patent  applications  for  certain of our
independently developed products: one for our NUWAVE Video Processor and two for
our  Softsets.  Although  we believe  that each of these  applications  contains
patentable claims, there is no assurance that we will receive any patents. Also,
even if  granted,  there is no  assurance  that any patent  will  afford us with
commercially  significant  protection  of our  technology  or that we will  have
adequate resources to enforce our patents.

     We also  intend to license  and/or  sell our  technology  and  products  in
foreign  markets.  As such,  we intend to seek foreign  patent  protection.  The
patent laws of other countries may differ significantly from those of the United
States as to the  patentability  of our products and technology.  Moreover,  the
degree of protection  afforded by foreign  patents may be different from that in
the United States.  Patent  applications  in the United States are maintained in
secrecy until  patents issue and  publication  of  discoveries  in scientific or
patent literature tends to lag behind actual discoveries by several months. As a
result,  we cannot be certain  that we will be the first  creator of  inventions
covered  by any  patent  applications  we  make  or the  first  to  file  patent
applications on such inventions.

     We believe  that the  products we intend to market and sell do not infringe
the patents or other proprietary  rights of third parties.  Further,  we are not
aware  of any  patents  held by our  competitors  that  will  prevent,  limit or
otherwise interfere with our ability to make and sell our products.  However, it
is possible  that  competitors  may have applied for, or may in the future apply
for and obtain,  patents which have an adverse impact on our ability to make and
sell our products.  In addition,  because we are a relatively new company in the
development  stage,  claims that our products infringe on the proprietary rights
of others are more likely to be asserted after  commencement of commercial sales
of our products.  There is no assurance that  competitors  will not infringe our
patents.  Defense and prosecution of patent suits, even if successful,  are both
costly and time  consuming.  An adverse  outcome in the defense of a patent suit
could subject us to significant  liabilities to third parties,  require disputed
rights to be  licensed  from third  parties or require us to cease  selling  our
products.

     We also rely on unpatented  proprietary  technology.  There is no assurance
that  others may not  independently  develop the same or similar  technology  or
otherwise  obtain  access to our  unpatented  technology.  To protect  our trade
secrets and other proprietary  information,  we require employees,  advisors and
collaborators to enter into  confidentiality  agreements.  We could be adversely
effected  in  the  event  that  these  agreements  fail  to  provide  meaningful
protection for our trade secrets, know-how or other proprietary information.


                                       10


<PAGE>


No Dividends

     We have not paid any cash  dividends  to date.  Payment of dividends on our
Common Stock is within the  discretion of the Board of Directors and will depend
upon our earnings,  our capital requirements and financial condition,  and other
relevant factors.  We do not intend to declare any dividends on our Common Stock
in the foreseeable  future.  Instead,  we plan to retain any earnings we receive
for development of our business operations.

Limitation on Tax Loss Carryforwards

     As of  December  31,  1998,  we had  available  unused net  operating  loss
carryforwards  ("NOLs")  aggregating  approximately  $8,778,000 to offset future
taxable income. The unused NOLs expire in various years from 2010 to 2018. Under
Section 382 of the  Internal  Revenue  Code of 1986,  as amended  (the  "Code"),
utilization  of prior  NOLs is  limited  after an  ownership  change.  We may be
subject to  limitations  on the use of our NOLs as provided  under  Section 382.
Accordingly, there can be no assurance that a significant amount of our existing
NOLs will be available to us. In the event that we achieve profitability,  as to
which  there can be no  assurance,  such  limitation  would  have the  effect of
increasing  our tax  liability  and reducing our net income and  available  cash
resources in the future.

Limitation on Liability of Directors and Officers

     Our Certificate of Incorporation provides that:

o    we will  indemnify  any of our  directors,  officers,  employees  or agents
     against actions, suits or proceedings relating to our company; and

o    subject to certain  limitations,  a director shall not be personally liable
     for monetary damages for breach of his fiduciary duty.

     In addition, we have entered into an indemnification agreement with each of
our  directors.  Such  indemnification  agreement  provides  that a director  is
entitled to indemnification to the fullest extent permitted by law.

Reliance Upon Key Personnel

     Our  operations  depend  largely on the continued  employment of Mr. Gerald
Zarin, our Chairman of the Board,  President and Chief Executive Officer. If Mr.
Zarin or other members of management or key personnel  resign or otherwise leave
us, our business and financial condition could be materially adversely affected.

General

     You should not  consider  past  financial  performance  as an  indicator of
future  performance.  You should not use historical  trends to anticipate future
results.  You should be aware that the trading  price of our Common Stock may be
subject to wide  fluctuations  in response to  quarter-to-quarter  variations in
operating   results,   general   conditions   in   the   computer,   video   and
telecommunications industries, changes in earnings estimates, recommendations by
analysts and other events.


                                       11


<PAGE>


                                 USE OF PROCEEDS

     The Selling  Stockholders will receive all of the proceeds from the sale of
the securities offered hereby. We will not receive any proceeds from the sale of
such securities.

                         DETERMINATION OF OFFERING PRICE

     This  Prospectus may be used from time to time by the Selling  Stockholders
to offer the Shares  registered  hereby for resale.  The offering  price of such
Shares of Common Stock will be determined by such Selling Stockholder and may be
based on market prices  prevailing at the time of resale,  at prices relating to
such prevailing market prices, or at negotiated prices.


                                       12


<PAGE>

                             SELLING STOCKHOLDERS*

     The following  table sets forth certain  information  regarding  beneficial
ownership of certain of the Company's securities (the "Securities") as of August
5, 1999. The Securities are being registered to permit public secondary  trading
of such  Securities,  and the selling  stockholders of the Company (the "Selling
Stockholders")  may offer the Securities for resale from time to time. See "Plan
of  Distribution."  Upon  completion  of the offering and assuming the sale by a
Selling  Stockholders  of all of its  Securities  available  for sale under this
Prospectus,  such  Selling  Stockholders  shall  not  own  more  than 1% of such
outstanding Securities of the Company.

                   SECURITIES HELD BY THE SELLING STOCKHOLDERS

                              BEFORE THE OFFERING             AFTER THE OFFERING
                              -------------------             ------------------


NAME OF                       NUMBER OF                       NUMBER OF

BENEFICIAL                    SHARES OF                       SHARES OF

OWNER                         COMMON STOCK (1)(2)             COMMON STOCK (3)

Randy Burnworth                   50,000                           -0-

Rave Engineering Corp.            62,500                           -0-

William C. Meier, Trustee         37,500                           -0-



(1)  Includes  shares  of  Common  Stock   beneficially  owned  by  the  Selling
     Stockholders  and shares of Common Stock issuable upon  exercise of options
     issued pursuant to the Settlement Agreement.

(2)  All  Securities  listed in this  table  will be  offered  unless  otherwise
     indicated.

(3)  Assumes  the  sale  the  Selling  Stockholders  of all  of  the  Securities
     available for sale under this Prospectus.

     The  Securities  offered  hereby  by the  Selling  Stockholders  have  been
acquired pursuant to the Settlement Agreement. In accordance with the Settlement
Agreement,  the Company  agreed to  register  the  Securities  for resale by the
Selling  Stockholders  to permit such resales from time to time in the market or
in privately-negotiated transactions.

     The  Company  has  agreed  to bear  certain  expenses  (other  than  broker
discounts and  commissions,  if any) in connection with the  registration of the
Securities.


- --------
*    Information  concerning  the Selling  Stockholders  may change from time to
     time;  any changes of which the  Company is advised  will be set forth in a
     Prospectus Supplement to the extent required.


                                       13


<PAGE>


                              PLAN OF DISTRIBUTION

     All  or  a  portion  of  the  Securities  offered  hereby  by  the  Selling
Stockholders may be delivered  and/or sold in transactions  from time to time on
the  over-the-counter  market,  on the Nasdaq  SmallCap  Market,  in  negotiated
transactions,  or a  combination  of such  methods  of sale,  at  market  prices
prevailing  at the  time,  at prices  related  to such  prevailing  prices or at
negotiated  prices.  The Selling  Stockholders  may effect such  transactions by
selling to or through one or more  broker-dealers,  and such  broker-dealers may
receive  compensation  in the form of  underwriting  discounts,  concessions  or
commissions  from the Selling  Stockholders.  The Selling  Stockholders  and any
broker-dealers   that   participate  in  the   distribution  may  under  certain
circumstances  be  deemed  to  be  "underwriters"  within  the  meaning  of  the
Securities  Act, and any  commissions  received by such  broker-dealers  and any
profits  realized  on the  resale  of  Securities  by them may be  deemed  to be
underwriting discounts and commissions under the Securities Act.

     Any  broker-dealer  participating in such transactions as agent may receive
commissions  from the Selling  Stockholders  (and,  if they act as agent for the
purchaser of such  Securities,  from such purchaser).  Broker-dealers  may agree
with the Selling  Stockholders  to sell a specified  number of  Securities  at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the Selling Stockholders, to purchase as principal any
unsold Securities at the price required to fulfill the broker-dealer  commitment
to the Selling Stockholders.  Broker-dealers who acquire Securities as principal
may thereafter  resell such Securities from time to time in transactions  (which
may involve  crosses and block  transactions  and which may involve sales to and
through other  broker-dealers,  including  transactions of the nature  described
above) in the over-the-counter  market, in negotiated  transactions or otherwise
at market prices prevailing at the time of sale or at negotiated  prices, and in
connection  with such resales may pay to or receive from the  purchasers of such
Securities commissions computed as described above. To the extent required under
the Securities Act, a supplemental  prospectus will be filed, disclosing (a) the
name of any such broker-dealers;  (b) the number of Securities involved; (c) the
price at which  such  Securities  are to be sold;  (d) the  commissions  paid or
discounts or concessions allowed to such broker-dealers,  where applicable;  (e)
that such  broker-dealers  did not  conduct  any  investigation  to  verify  the
information  set  out or  incorporated  by  reference  in  this  Prospectus,  as
supplemented; and (f) other facts material to the transaction.

     Under applicable  rules and regulations  under the Exchange Act, any person
engaged in the  distribution of the resale of Securities may not  simultaneously
engage in market making activities with respect to the Securities of the Company
for  a  period  of  two  business  days  prior  to  the   commencement  of  such
distribution.  In  addition  and without  limiting  the  foregoing,  the Selling
Stockholders  will be subject to applicable  provisions of the Exchange Act, and
the rules and regulations thereunder,  including, without limitation, Regulation
M,  which  provisions  may  limit  the  timing  of  purchases  and  sales of the
Securities by the Selling Stockholders.

     The  Selling  Stockholders  will  pay all  commissions  and  certain  other
expenses  associated  with the sale of the  Securities by them.  The  Securities
offered hereby are being registered  pursuant to contractual  obligations of the
Company,  and the  Company  has paid the  expenses  of the  preparation  of this
Prospectus.

                                  LEGAL MATTERS

     The legality of the shares of Common Stock  offered  hereby has been passed
upon for the Company by Dechert Price & Rhoads, New York, New York.


                                       14


<PAGE>


                                     EXPERTS

     The balance  sheet of the Company as of December 31, 1998,  and the related
statements of  operations,  stockholders'  equity and cash flows for each of the
years in the two year period ended  December 31, 1998,  and the amounts for such
year  included  in the  cumulative  amounts  for the period  from July 17,  1995
(inception) to December 31, 1998,  incorporated  by reference in this Prospectus
and in the  related  Registration  Statement,  have been  audited  by Richard A.
Eisner & Company, LLP ("Eisner"),  independent  accountants,  as stated in their
report  appearing in the Company's annual report on Form 10KSB, and are included
in  reliance on the report of such firm given on their  authority  as experts in
accounting and auditing.

     The  statements of operations,  stockholders'  equity and cash flows of the
Company for the period  from July 17, 1995  (inception)  to December  31,  1996,
included in the cumulative amounts for the period from July 17, 1995 (inception)
to December 31, 1998, and the related  statement of Stockholders  Equity for the
period from July 17,  1995  (inception)  to  December  31, 1995 and for the year
ended December 31, 1996, have been  incorporated by reference in this Prospectus
and in the  related  Registration  Statement,  in  reliance  on  the  report  of
PricewaterhouseCoopers,  LLP ("Coopers"),  independent accountants, given on the
authority of such firm as experts in accounting and auditing.

                    CHANGES IN INDEPENDENT PUBLIC ACCOUNTANTS

     On February 11, 1998, Coopers, the independent accounting firm that audited
the financial  statements of the Company  during fiscal year 1996, was dismissed
by the Company.  Coopers' report on the Company's  financial  statements for the
period from July 17,  1995  (inception)  to  December  31, 1995 and for the year
ended  December 31, 1996 did not contain an adverse  opinion or a disclaimer  of
opinion,  and was neither qualified nor modified as to uncertainty,  audit scope
or  accounting  principles.  In addition,  during the  Company's two most recent
fiscal years and any subsequent  interim period preceding such dismissal,  there
were no  disagreements  with Coopers on any matter of  accounting  principles or
practices,  financial statement disclosure or auditing scope or procedure, which
disagreement(s),  if not  resolved to the  satisfaction  of Coopers,  would have
caused it to make  reference  to the subject  matter of the  disagreement(s)  in
connection with its report.

     Effective  February  11,  1998,  the Company has engaged  Eisner as its new
independent  accountants  beginning in 1997. The decision to change  accountants
was  approved by the Board of Directors of the Company at a meeting of the Board
of Directors of the Company on February 4, 1998.

                                 TRANSFER AGENT

     The Transfer  Agent and  Registrar  for the Common Stock is American  Stock
Transfer & Trust Company, 40 Wall street, New York, New York 10005.


                                       15


<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

     The following table sets forth various costs and expenses of the Company in
connection with the sale and distribution of the Shares being registered. All of
the  amounts  shown  are  estimates  except  for  the  Securities  and  Exchange
Commission Registration Fee.

Securities and Exchange Commission Registration Fee             $    122.51
Legal Fees and Expenses                                         $   3000.00
Accounting Fees and Expenses                                    $   1000.00
Other Expenses                                                  $    100.00
                                                                -----------
          Total Expenses                                        $   4222.51


Item 15. Indemnification of Directors and Officers.

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"Delaware  Code") grants  corporations the power to indemnify any person who was
or is a party to any action,  suit or  proceeding by reason of the fact that the
person was or is a director or officer against  expenses,  judgments,  fines and
settlement amounts actually and reasonably  incurred by the person in connection
with such action,  suit or proceeding.  The indemnification is contingent on the
fact that the person acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

     Section  145(b)  of the  Delaware  Code  grants  corporations  the power to
indemnify  any  person  who was or is a party to any action or suit by or in the
right of the  corporation  to procure a  judgment  in its favor by reason of the
fact that the person was or is a director or officer against  expenses  actually
and  reasonably  incurred  by the  person  in  connection  with the  defense  or
settlement  of such  action or suit.  The person  must meet the same  applicable
standard of conduct as in Section 145(a),  except that no indemnification  shall
be made in respect of any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation.

     Section  102(b)(7) of the Delaware Code permits a corporation to include in
its  certificate  of  incorporation  a provision  eliminating  or  limiting  the
personal  liability of a director to the  corporation  or its  stockholders  for
monetary  damages  arising out of a breach of his fiduciary  duty as a director.
Such  provision  shall not  eliminate or limit the  liability of a director with
respect to any of the following: (i) breach of the director's duty of loyalty to
the  corporation  or its  stockholders;  (ii) acts or omissions not made in good
faith or which involve  intentional  misconduct  or a knowing  violation of law;
(iii)  liability for unlawful  dividends  paid or an unlawful  stock purchase or
redemption  pursuant to Section 174 of the Delaware  Code; or (iv)  transactions
from which the director derived an improper personal benefit.

     Article Seventh of the Company's Certificate of Incorporation provides that
"the  Corporation  shall,  to the fullest extent  permitted by the provisions of
ss.145 of the General Corporation Law of the State of Delaware,  as the same may
be amended and  supplemented,  indemnify  any and all persons whom it shall


                                       16
<PAGE>


have the power to  indemnify  under said section from and against any and all of
the expenses,  liabilities,  or other matters referred to, in or covered by said
section,  and the  indemnification  provided  for  herein  shall  not be  deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any  bylaw,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person."

Item 16. Exhibits

     4.1  Form of Common Stock Certificate (incorporated by reference to Exhibit
          4.1 to the Company's Amendment No. 2 to Registration Statement on Form
          SB-2 filed with the Commission on July 3, 1996).*

     5.1  Opinion of counsel  to the  Company  concerning  the  legality  of the
          securities being offered.**

     10.1 Settlement  Agreement,  dated as of May 28,  1999,  between  and among
          NUWAVE  Technologies,  Inc., Rave Engineering  Corporation,  and Randy
          Burnworth.**

     10.2 Form of Option,  dated May 28,  1999,  issued by NUWAVE  Technologies,
          Inc.  to  Rave   Engineering   Corporation  and  certain   individuals
          associated with Rave.**

     23.1 Consent of PricewaterhouseCoopers, L.L.P.**

     23.2 Consent of Richard A. Eisner & Company, LLP**

     24.1 Special Power of Attorney for Lyle Gramley.**

     24.2 Special Power of Attorney for Joseph A. Sarubbi.**

     24.1 Special Power of Attorney for Edward Bohn.**

     99.1 Press Release, dated June 17, 1999.**

- -----------------------
*    The  exhibits  thus  designated  are  incorporated  herein by  reference as
     exhibits hereto.  Following the description of such exhibits is a reference
     to the copy of the exhibit  heretofore filed with the Commission,  to which
     there have been no amendments or changes.
**   Filed with this Registration Statement.

Item 17. Undertakings

(a)  The undersigned Company hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  to include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act;


                                       17


<PAGE>


          (ii) to reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the Registration Statement; and

          (iii)to include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Company  pursuant  to the  provisions  described  under  Item 15 above,  or
     otherwise,  the  Company  has  been  advised  that  in the  opinion  of the
     Commission,  such  indemnification is against public policy as expressed in
     the Securities Act and is,  therefore,  unenforceable.  In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Company of  expenses  incurred  or paid by a  director,  officer or
     controlling  person of the Company in the successful defense of any action,
     suit or  proceeding)  is asserted  against  the  Company by such  director,
     officer or  controlling  person in  connection  with the  securities  being
     registered,  the  Company  will,  unless in the  opinion of its counsel the
     matter has been  settled  by  controlling  precedent,  submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public  policy  as  expressed  in the  Securities  Act and will be
     governed by the final adjudication of such issue.

(c)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
     Exchange Act (and,  where  applicable,  each filing of an employee  benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the registration  statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.


                                       18


<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Fairfield, New Jersey on August 11, 1999.

                                               NUWAVE TECHNOLOGIES, INC.


                                               By:  /s /  GERALD ZARIN
                                               ---------------------------------
                                               GERALD ZARIN
                                               PRESIDENT, CHAIRMAN OF THE BOARD,
                                               CHIEF EXECUTIVE OFFICER

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

SIGNATURE                              TITLE(S)                     DATE
- ---------                              --------                     ----
/s/ GERALD ZARIN                       PRESIDENT, CHAIRMAN OF    AUGUST 11, 1999
- ---------------------------------      THE BOARD, CHIEF EXECUTIVE
GERALD ZARIN                           OFFICER (PRINCIPAL
                                       EXECUTIVE OFFICER)

/s/ JEREMIAH F. O'BRIEN                CHIEF FINANCIAL OFFICER   AUGUST 11, 1999
- ---------------------------------      AND SECRETARY (PRINCIPAL
JEREMIAH F. O'BRIEN                    FINANCIAL OFFICER AND
                                       PRINCIPAL ACCOUNTING
                                       OFFICER)

                *                      DIRECTOR                  AUGUST 11, 1999
- ---------------------------------
LYLE GRAMLEY

                *                      DIRECTOR                  AUGUST 11, 1999
- ---------------------------------
ED BOHN

                *                      DIRECTOR                  AUGUST 11, 1999
- ---------------------------------
JOSEPH A. SARUBBI


*By:  /s /  JEREMIAH F. O'BRIEN
 ------------------------------
 JEREMIAH F. O'BRIEN
 ATTORNEY-IN-FACT


                                       19


<PAGE>


                                  EXHIBIT INDEX

Exhibit Number    Description of Exhibit
- --------------    ----------------------


      4.1         Form of Common Stock Certificate (incorporated by reference to
                  Exhibit 4.1 to the Company's Amendment  No. 2 to  Registration
                  Statement  on  Form SB-2 filed with the Commission on  July 3,
                  1996).*

      5.1         Opinion of counsel to  the Company  concerning the legality of
                  the securities being offered.**

     10.1         Settlement  Agreement,  dated  as of May 28, 1999, between and
                  among NUWAVE Technologies, Inc., Rave Engineering Corporation,
                  and Randy Burnworth.**

     10.2         Form  of  Option,  dated  May  28,  1999,  issued  by   NUWAVE
                  Technologies, Inc. to Rave Engineering Corporation and certain
                  individuals associated with Rave.**

     23.1         Consent of PricewaterhouseCoopers, L.L.P.**

     23.2         Consent of Richard A. Eisner & Company, LLP**

     24.1         Special Power of Attorney for Lyle Gramley.**

     24.2         Special Power of Attorney for Joseph A. Sarubbi.**

     24.1         Special Power of Attorney for Edward Bohn.**

     99.1         Press Release, dated June 17, 1999.**

- -----------------------
*    The  exhibits  thus  designated  are  incorporated  herein by  reference as
     exhibits hereto.  Following the description of such exhibits is a reference
     to the copy of the exhibit  heretofore filed with the Commission,  to which
     there have been no amendments or changes.
**   Filed with this Registration Statement.


                                       20


<PAGE>


                                                                     EXHIBIT 5.1

                                 August 6, 1999

NUWAVE Technologies, Inc.
One Passaic Avenue
Fairfield, New Jersey  07004

          Re:  Registration Statement on Form S-3

Dear Sirs:

     We  have  acted  as  counsel  to  NUWAVE  Technologies,  Inc.,  a  Delaware
corporation (the  "Company"),  in connection with the filing with the Securities
and  Exchange  Commission  under the  Securities  Act of 1933,  as amended  (the
"Act"), of a Registration Statement on Form S-3 (the "Registration  Statement"),
relating  to the  proposed  sale by certain  stockholders  of the  Company  (the
"Selling Stockholders") of:

(a)  100,000 shares of common stock, par value $0.01 per share ("Common Stock"),
     of the Company issued to certain  Selling  Stockholders  in connection with
     the Settlement Agreement,  dated as of May 28, 1999, between and among, the
     Company,   Rave  Engineering   Corporation  and  Randy  J.  Burnworth  (the
     "Settlement Agreement"); and

(b)  50,000  shares of  Common  Stock  issuable  upon  exercise of  options (the
     "Options") issued in connection with the Settlement Agreement.

     The  issued  and  outstanding   securities   described  in  (a)  above  are
hereinafter referred to as the "Issued Securities." The securities issuable upon
exercise of the Options as described in (b) above are hereinafter referred to as
the "Issuable Securities."

     The  Issued  Securities  were  issued  in  connection  with the  Settlement
Agreement.

     In connection with the foregoing, we have reviewed such records, documents,
agreements  and  certificates,  and examined  such  questions of law, as we have
considered  necessary or appropriate for the purpose of this opinion.  In making
our  examination of records,  documents,  agreements and  certificates,  we have
assumed  the  authenticity  of the  same,  the  correctness  of the  information
contained  therein,  the  genuineness  of all  signatures,  the authority of all
persons entering and maintaining records or executing documents,  agreements and
certificates   (other  than  persons   executing   documents,   agreements   and
certificates  on  behalf  of the  Company),  and  the  conformity  to  authentic
originals of all items submitted to us as copies (whether certified,  conformed,
photostatic or by other electronic means) of records,  documents,  agreements or
certificates. In rendering our opinion we have relied as to factual matters upon
certificates  of  public  officials  and  certificates  and  representations  of
officers of the Company.

     We have assumed that each of the  Settlement  Agreement and the Option have
been  duly  authorized,  executed  and  delivered  by the  parties  thereto.  In
addition,   the  opinions   expressed   herein  are  based  on  states  of  law,
documentation  and fact as they exist on the date hereof and we do not undertake
to advise  you of any  changes  therein  which  hereafter  may be brought to our
attention.

     Based upon the foregoing and having regard for such legal considerations as
we deem relevant, we are of the opinion that:


                                       21


<PAGE>


     1.   The   Issued   Securities   are   legally   issued,   fully  paid  and
          non-assessable.

     2.   The Issuable Securities,  when issued and paid for upon valid exercise
          of the Options,  in accordance with its terms, will be legally issued,
          fully paid and non-assessable.



                                       22


<PAGE>


     This  opinion is rendered to the Company in  connection  with the filing of
the Registration  Statement and for no other purpose.  We are members of the Bar
of the  State  of New  York  and  express  no  opinion  as to  the  laws  of any
jurisdiction  other than the laws of the United States of America,  the State of
New York and, to the extent  necessary to render the opinions set forth  herein,
the General Corporation Law of the State of Delaware.

     We hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration  Statement  and to the use of our name  under  the  caption  "Legal
Matters" in the prospectus which is included in the Registration  Statement.  In
giving the foregoing  consent,  we do not admit that we come within the category
of persons  whose  consent is required  by the Act or the rules and  regulations
promulgated thereunder.

                                                 Very truly yours,




                                                 /S/ DECHERT PRICE & RHOADS


                                       23


<PAGE>


                                                                    EXHIBIT 10.1


                        SETTLEMENT AGREEMENT AND RELEASE


     This  Agreement,  dated  as of May  28,  1999,  between  and  among  NUWAVE
Technologies,  Inc. ("NUWAVE"), Rave Engineering Corporation ("Rave"), and Randy
J. Burnworth ("Burnworth").

     WHEREAS, NUWAVE and Rave are parties to two agreements, a certain Exclusive
Worldwide   Licensing  Agreement  dated  as  of  July  21,  1995  (the  "License
Agreement") and a certain  Development  Agreement dated as of July 21, 1995 (the
"License Agreement"); and

     WHEREAS a dispute  has  arisen  between  the  parties  arising  from  their
respective  obligations  and  performance  under the License  Agreement  and the
Development Agreement; and

     WHEREAS  NUWAVE has  instituted  a proceeding  against  Rave and  Burnworth
before  the  American   Arbitration   Association,   No.  [insert  number]  (the
"Arbitration"), and Rave has asserted counterclaims in the Arbitration; and

     WHEREAS the parties desire to resolve their disputes on an amicable basis;

     It is hereby stipulated and agreed by and between the parties:

     1. Upon execution of this  Agreement,  NUWAVE will wire transfer the sum of
$175,000  to the  attorney  trust  account of William C.  Meier,  Esq.,  for the
benefit of William C. Meier as Attorney  for Rave  Engineering  Corporation  and
Randy J. Burnworth.

     2. Upon execution of this Agreement  NUWAVE will issue 75,000 shares of its
common  stock to Rave and 25,000  shares of its common stock to William C. Meier
Trustee, (the "Settlement Shares").  NUWAVE will use Reasonable Efforts to cause
the Settlement Shares to be registered with the Securities  Exchange  Commission
and will bear the Costs of such  registration.  "Reasonable  Efforts" shall mean
the filing of a  registration  statement  under the  Securities Act of 1933 (the
"Act") as promptly as  practicable  [no later than July 11,  1999] and  NUWAVE's
best  efforts  to cause  such  registration  to become  effective  and to remain
effective  for such  period not to exceed 90 days to enable  the  holders of the
Settlement  Shares to sell.  "Costs" shall mean all expenses in connection  with
filing and effectiveness of such  registration,  including the fees and expenses
of NUWAVE's counsel and accountants, registration fees, costs of reproduction of
the  prospectus  but  excluding  the  brokers'  or  underwriters'  fees or other
compensation  in  connection  with  the  sale  of  the  Settlement  Shares.  The
Settlement  Shares will be acquired  for  investment  and not with a view to the
distribution  thereof  within  the  meaning  of the  Act  and may not be sold or
otherwise  disposed  except pursuant to the above  registration  statement or an
exemption  under the Act as set forth in an opinion of counsel  satisfactory  to
NUWAVE.  The holders of the  Settlement  Shares  acknowledge  that the shares of
other security holders may be included in such registration statement.  Rave and
Mr. Meier hereby acknowledge that the settlement shares (and in the case of Rave
also the  options  and the  shares  of common


                                       24


<PAGE>


stock issued upon the  exercise  thereof)  will be initially  issued in reliance
upon the exemption from registration  under the Act afforded by Regulation D and
by  reason  of the  representations  of  Rave  and  Mr.  Meier  that  each is an
"accredited  investor" or within the meaning of  Regulation D and (b) NUWAVE has
made no representations concerning the investment value of the Settlement Shares
or such  options  and Rave and Mr.  Meier  have made  their  own  investigations
concerning  NUWAVE,  have read NUWAVE's Annual Report on Form 10K for the fiscal
year ended  December  31, 1998 and its report on Form 10Q for the quarter  ended
March 31, 1999.

     3. Upon  execution  of this  Agreement  NUWAVE  will  issue to Rave or such
person or entity as Rave my direct in writing  options to purchase 37,500 shares
of NUWAVE common stock exercisable within 36 months of the issue date at a price
of $1.462 (United States Dollars) per share,  and to William C. Meier,  Trustee,
options to purchase 12,500,  shares of NUWAVE common stock exercisable within 36
months of the issue date at a price of $1.462 (United States Dollars) per share.
Such options and the shares of common stock  issuable upon the exercise  thereof
will be acquired for investment and not with a view to the distribution  thereof
within the meaning of the Act and may not be sold or otherwise  disposed  absent
an  exemption  from  registration  under  the  Act  in  the  opnion  of  counsel
satisfactory  to  NUWAVE.  Rave  and  Mr.  Meier  hereby  acknowledge  that  the
settlement  shares will be initially  issued in reliance upon the exemption from
registration  under  the Act  afforded  by  Regulation  D and by  reason  of the
representations  of Rave and Mr. Meier that each is an "accredited  investor" or
within the meaning of  Regulation  D and (b) NUWAVE has made no  representations
concerning  the investment  value of the  Settlement  Shares or such options and
Rave and Mr. Meier have made their own investigations  concerning  NUWAVE,  have
read NUWAVE's  Annual Report on Form 10K for the fiscal year ended  December 31,
1998 and its report on Form 10Q for the quarter ended March 31, 1999.

     4. The License  Agreement  shall be, and upon execution of this  Agreement,
is, terminated and of no further force and effect.

     5. NUWAVE shall have an exclusive  worldwide  license to use,  sell,  make,
cause to be  made,  use,  improve,  commercially  exploit  and  sublicense,  the
Licensed  Process as defined on Exhibit A,  comprising  the  Randall  Connectors
(U.S. Patent Nos. 5,788,511 and 5,793,620 and related  technology)on  certain of
the same terms as previously  set forth in sections  1(F),  1(G), and (H) VI(A),
(B),  (C),  E(ii) and (G), VII, XV, XVI,  XIX,  XXIII,  and XXVII of the License
Agreement, as set forth in full in attachment A hereto, such license to continue
until the expiration of the Randall Patents (collectively the "Randall Rights").
The Randall Rights shall not cause or create any continuation or resurrection of
all or part of either the License  Agreement or the Development  Agreement,  and
shall not give rise to any rights  under any other  agreement,  but rather it is
intended  that NUWAVE shall have a new and  independent  license to on the terms
and conditions set forth herein.

     6. Rave and  Burnworth  agree that neither the  technology  embodied in the
NUWAVE NVP video  processor,  the NUWAVE "Sofsets" or "Crystal Wave Sofsets" and


                                       25


<PAGE>


disclosed in U.S. Patent No. 4,445,152  (clarity),  and U.S. patent applications
numbers  09/040,232  and  09/040,233  (Sofsets),  and  09/040,200  (NVP) nor any
product derived therefrom  (collectively the "NUWAVE Products"),  is a "Licensed
Product,"  Licensed  Process," or "Result of  Development"  (as those terms were
defined in the License Agreement and/or the Development  Agreement) nor are they
derivative of Licensed Product, Licensed Process, or Result of Development. Rave
and Burnworth further acknowledge that they did not develop,  nor participate in
the development of, the NUWAVE Products nor in any products that NUWAVE develops
from them, and  specifically  disclaims any ownership  interest in, or claims of
any kind to the NUWAVE Products or any products developed from them, or in or to
any income from them.

     7.  NUWAVE  Agrees  that  it  will  not  sue  Rave  and/or   Burnworth  for
infringement of U.S. Patent No. 4,445,152 (the "Clarity Patent") so long as Rave
and  Burnworth  do not use the circuit  disclosed  in the Clarity  Patent or any
variation  thereof  (the  "Clarity  Circuit"),  in ASIC form,  do not license or
attempt to license the Clarity  Circuit to any third party.  Rave and  Burnworth
agree that they will not,  so long as the  Clarity  Patent is in force,  use the
Clarity Circuit in ASIC form, will not license or attempt to license the Clarity
Circuit to any third party.

     8. NUWAVE has  previously  funded a standby  letter of credit to secure its
$300,000 guaranty of an equipment lease between Rave as Lessee and American Bank
Equipment  Leasing as Lessor (the "Equipment  Lease").  The parties  acknowledge
that  NUWAVE  has paid  approximately  $280,000  in  lease  payments  under  the
Equipment Lease, and that its obligation with respect to the Equipment Lease and
guaranty  terminates  when its  aggregate  payments on account of the  Equipment
Lease reach $300,000.

     9. The parties agree that any public  statements  they make  regarding this
Agreement and the  settlement  embodied and described  herein will not disparage
the other parties.  The parties will promptly attempt to agree on the wording of
a joint press release.  Any disputes over the text or content of the joint press
release will be decided finally and without recourse by Philip E. Cutler,  Esq.,
Cutler & Nylander,  3150 First Interstate Center, 999 Third Avenue,  Seattle, WA
98104. It is acknowledged  that (a) NUWAVE is obligated to disclose the economic
terms of this Settlement Agreement pursuant to its obligations under the federal
securities  laws and by virtue  of its  listing  agreement  with the NASD and no
objection by Rave to publicity  which NUWAVE's  counsel,  Dechert Price & Rhoads
shall advise is required shall prevent such required publicity.

     10. Promptly following execution hereof, NUWAVE will return to Rave any and
all schematic drawings,  technology books, documents floppy disks and prototypes
of all TBC's,  FX-Cards,  scan converters,  floppy processors,  TBC chips, 7120,
7130, 277 mini enhancers,  or other Licensed Products in its possession,  except
for those  relating to or  constituting  the Randall  Connectors and the Randall
Rights.

     11.  NUWAVE,  on  behalf  of  itself  and all of its  officers,  directors,
employees,


                                       26


<PAGE>


affiliates,   successors,   assigns  and  other  agents,  does  hereby  release,
relinquish,  remise and/or waive any and all claims that it can,  shall,  or may
have  against  Rave  and  Burnworth  and/or  any of their  respective  officers,
directors,   employees,   affiliates,   successors,   assigns,   administrators,
executors,  heirs,  devisees and other  agents,  of  whatsoever  kind or nature,
whether  known  or  unknown,  arising  out of  any  matter,  including,  without
limitation,  the claims that were asserted in, or which could have been asserted
in, the Arbitration,  and any and all claims arising from the License  Agreement
and/or the Development Agreement in any way, from the beginning of time, through
the date of execution hereof.

     12. Rave and Burnworth, on behalf of themselves and all of their respective
officers, directors, employees, affiliates, successors, assigns, administrators,
executors,  heirs,  devisees and other agents,  do hereby  release,  relinquish,
remise and/or waive any and all claims that it can,  shall,  or may have against
NUWAVE and/or any of its officers, directors, employees, affiliates, successors,
assigns  and other  agents,  of  whatsoever  kind or  nature,  whether  known or
unknown, arising out of any matter,  including,  without limitation,  the claims
that were  asserted in, or which could have been  asserted in, the  Arbitration,
and any and all claims arising from the License Agreement and/or the Development
Agreement in any way, and including,  without  limitation,  any claim to damages
arising from,  revenues derived from, or otherwise relating to, NUWAVE's sale or
license of any product or  technology,  from the  beginning  of time through the
date of execution hereof.

     13.  The  parties  agree  that  concurrently  with  the  execution  of this
Agreement, their respective counsel shall execute an stipulation of dismissal of
the Arbitration with prejudice in the form attached hereto as Attachment B, each
party to bear its own costs and fees.  The  parties  acknowledge  and agree that
there are no  representations  upon which they are relying in entering into this
agreement  that are not set  forth  herein,  and  that  they  have had  adequate
opportunity  to consult with counsel  regarding the terms of this  agreement and
their  decision  to enter  into it.  The  Agreement  constitutes  the entire and
complete agreeement of the parties with respect to the matters set forth herein,
and supercedes and  integrates  all prior and  contemporaneous  representations,
negotiations  and agreements  with respect to the subject  matter  hereof.  This
Agreement  cannot be altered or amended except in writing signed by all parties.
This Agreement may be executed in multiple counterparts,  which, taken together,
constitute a single agreement.


                                       27


<PAGE>


     In witness  whereof,  the  parties  have set there hands as of the date set
forth above.



RANDY BURNWORTH                             RAVE ENGINEERING CORPORATION




________________________________            By:________________________________
                                               Lorrie Burnworth
                                               President

NUWAVE TECHNOLOGIES, INC.




By:_________________________________
   Jeremiah F. O'Brien
   Chief Financial Officer


                                       28


<PAGE>


                                   SCHEDULE A


DEFINITIONS

     "Licensed  Technology"  shall mean the invention  disclosed in U.S.  Patent
Nos. 5,788,511 and 5,793,620,  regarding the Randall Cconnectors,  and any other
product  developed  therefrom and any  improvements to such  invention,  and any
related know-how developed or acquired by NUWAVE.

"Licensed Product Sold" shall mean

     except as provided for in the following  subsection,  all sales of physical
          products  embodying  the  Licensed  Technology  ("Licensed  Products")
          NUWAVE or its  affiliates,  including  products  which  are  leased or
          transferred  other  than by sale,  in which  case the Net Sales  Price
          attributable  to such lease or  transfer  other than by sale shall be,
          (i) in the case of a lease or similar  arrangement,  the actual amount
          of each lease payment at the time of actual  receipt,  and (ii) in the
          case of transfers not capable of being valued by reference to specific
          payment  provisions,  an amount  corresponding to the most recent bona
          fide  invoiced sale for the same or a comparable  product,  to a third
          party or should  there be no such bona fide  invoiced  sale within six
          (6) months of the  transaction  in  question,  then one hundred  fifty
          percent  (150%) of the actual  manufacturing  cost, but in either case
          less the  deductions  in  paragraph G,  subparagraphs  (a) through (e)
          hereof.


     "Net Sales"  shall mean the price for Licensed  Products  Sold by NUWAVE or
NUWAVE's affiliates for sale to third parties less the following:


     Reasonable shipping, installation and packing charges or allowance, if any,
          included in such amount;


     Reasonable  trade,  quantity  or cash  discounts,  and  brokers' or agents'
          commissions, if any, allowed or paid;


     Credits or allowances  given or expenses  incurred in connection with store
          level  advertising,   including  cooperative  advertising  or  similar
          promotions;


     Credits or  allowances,  if any,  given or made on account of  rejection or
          return of defective Licensed Products Sold; and


<PAGE>


     Any  tax or other  governmental  charge  included in such amount,  which is
          imposed  directly  on or  measured  by, the sale,  lease or  transfer,
          transportation, delivery or use of such items, applicable.

Licensed  Products used in testing or as marketing samples to develop or promote
Licensed Product shall not be included as Licensed  Product Sold,  provided such
product(s) are supplied to the user at no cost.

     "Net  Profit"  shall  mean the  gross  revenues  received  by NUWAVE or its
affiliates from the sale and licensing of the Licensed Products, less all costs,
fees and expenses associated with the manufacture,  distribution,  marketing and
sale  thereof  including,   without  limitation,   all  associated  general  and
administrative  expenses and the  deductions in paragraph C,  subparagraphs  (1)
through  (5),  as  such  amounts  may be  reasonably  calculated  by  NUWAVE  in
accordance  with  generally  accepted  accounting   principles,   and  less  any
associated federal or state income taxes.

ROYALTY

     Commencing  upon the  earlier  to occur of (i)  Licensed  Product  Sales by
NUWAVE or NUWAVE's  Affiliates  reaching an accumulated Net Sales of $50,000,000
or (ii)  NUWAVE's and NUWAVE's  Affiliates  aggregate  Net Profit from  Licensed
Product  Sales  equaling  $5,000,000,  NUWAVE  agrees  to pay to Rave an  earned
royalty of two and one-half  percent (2 1/2%) of its or NUWAVE  Affiliates'  Net
Sales of Licensed  Product Sold in each case only with respect to subsequent Net
Sales.

     In the event that NUWAVE  sublicenses the Licensed  Technology to any third
party (other than an affiliate of NUWAVE) Rave shall receive 7% of any licensing
revenue NUWAVE receives on the sublicensees'  first $50,000,000 in net sales (as
defined above) of Licensed  Products and 9% of revenues  NUWAVE  receives on the
sublicensees' sales in excess of $50,000,000.

     In the event a sale or license of Licensed Products or Technology  includes
Licensed Products or Licensed Technology and other products or technology, which
are not separable  from, or paid for separately  from,  the Licensed  Product or
Technology,  the parties  agree to negotiate in good faith to effect  reasonable
Royalties for such sales and licenses.

     The payments  provided for in this  Subsections A and B of this Section are
call the "Royalty."

TERMINATION

     In the case of a failure  by NUWAVE to pay the  Royalties,  Rave shall have
the right to terminate  this  Agreement and to become the licensor (or otherwise
succeed to the rights and  obligations  of


                                       2


<PAGE>


NUWAVE) with respect to any and all licenses and other rights  granted by NUWAVE
pursuant to the terms of this agreement (the "Termination  Option").  Rave shall
exercise  the  foregoing  Termination  Option by written  notice to NUWAVE on or
before thirty (30) days  following any of the events giving rise to such option,
provided  that  within  sixty (60) days from  receipt by NUWAVE of said  written
notice from Rave, NUWAVE may pay the applicable Royalties owing to Rave for such
period to maintain the exclusive  license granted under this Agreement.  If such
payment  is made by NUWAVE to Rave  within  said  sixty  (60) day  period,  said
Termination  Option  shall  have no force or  effect  and this  Agreement  shall
continue in full force and effect.

     At any time after the third  anniversary  of this  Agreement,  NUWAVE shall
have the right to terminate  this  Agreement  at any time with or without  cause
upon twelve months prior written  notice to Rave.  Termination of this Agreement
shall not alter or affect  the rights or  obligations  of either  Party  arising
prior to such termination.

     Any  cancellation  by NUWAVE as  provided  by  paragraph  B above shall not
prejudice the right of either party to recover any earned  royalty or other sums
owed and accrued at the time of such  cancellation  nor  prejudice  the right of
either party thereafter to maintain an action against the other for infringement
of its Patent or Patent Rights.

     Upon any  termination of this  Agreement,  NUWAVE shall be obligated to pay
Rave any Royalties due based on the Net Sales occurring during the term in which
this Agreement was in effect.

RECORDS AND REPORTS

     Within forty-five (45) days after the end of each calendar quarter in which
Royalties are earned or otherwise become due under this Agreement,  NUWAVE shall
furnish  Rave  with a  written  report  setting  forth  the  computation  of the
royalties payable during the preceding  calendar  quarter.  Each report shall be
accompanied by the amount due less any taxes  required by a governmental  agency
to be withheld solely in respect to royalties  payable to Rave for that calendar
quarter of that year. Royalties shall be paid to Rave in U.S. dollars. In case a
conversion  from one  currency to another is involved in  determining  an earned
royalty  payment,  the exchange rate shall be the exchange rate in effect on the
last day of the applicable calendar quarter.

     NUWAVE shall keep and maintain  complete and accurate records in sufficient
detail to enable royalties payable to Rave hereunder to be determined (including
records on all  conversion of currency  under  paragraph A above),  and it shall
permit such records to be inspected quarterly upon written notice by Rave during
reasonable  business hours by a certified public accountant or firm of certified
public accounts  reasonably  acceptable to NUWAVE and appointed by Rave for this
purpose;  provided,  however,  that  NUWAVE  shall  have the right to destroy or
discard  such records in  accordance  with  NUWAVE's  record  retention  policy,
provided  that such records  shall be kept for a minimum or four (4) years after
the end of the  calendar  quarter to which they apply.  Rave shall bear the cost
and expenses of such  investigation by


                                       3


<PAGE>


the accountants, unless the accountants determine that NUWAVE's determination of
the  royalties  due and owing to Rave was  incorrect  (in NUWAVE's  favor) in an
amount exceeding four percent (4%) of the amount  calculated by NUWAVE, in which
case NUWAVE shall bear cost and expense.

     At  NUWAVE's  option,  the  Royalty  specified  in Section  VI, the reports
required in Section  VII and the records  required in Section VII for sales by a
NUWAVE  Affiliate  or  sublicensee  may be paid or provided  either by NUWAVE or
directly be the NUWAVE Affiliates or sublicensees to Rave,  provided that NUWAVE
shall remain  ultimately  responsible for the payment or provision of any of the
foregoing.

RIGHT TO SELL INVENTORY AFTER TERMINATION

     After termination of this Agreement for any reason by either Party,  NUWAVE
may sell all of  Licensed  Products  which it has on hand  upon the date of such
termination; provided however, that such sales shall be completed not later than
one year from the date of such termination,  and that such termination shall not
relieve NUWAVE from making the full earned royalty  payments  herein provided on
all  Licensed  Products  sold by it  either  before  or  after  the date of such
termination.

PREVAILING PARTY

     If either Party commences an action or claim against the other to interpret
or enforce any of the terms of this  Agreement or as a result of a breach by the
other  Party of any  terms  hereof,  the  nonprevailing  Party  shall pay to the
prevailing  Party reasonable  attorneys'  fees,  costs and expenses  incurred in
connection with the prosecution, defense or settlement of such action (including
at any appellate level).

NO THIRD PARTY RIGHTS

     The  provisions  of this  Agreement  are for the  exclusive  benefit of the
Parties and no other party  (including  without  limitation  any creditor of any
Party)  shall  have any  right or claim  against  any  Party by  reason of those
provisions or be entitled to enforce any of those provisions against any Party.

NON-ASSIGNMENT

     The Parties have entered into this Agreement in  contemplation  of personal
performances, each by the other, and intend that the licenses, rights and duties
hereunder to a Party not be extended to any other  entity or person,  other than
NUWAVE  Affiliates  or  sublicensees  as  expressly  provided  herein  except in
connection with any merger,  consolidation or sale of  substantially  all of the
assets of NUWAVE, in which event the resulting entity shall specifically  assume
all of the  obligations  of  NUWAVE  pursuant  to the  terms of this  agreement,
provided however,  that such resulting entity shall be no less credit worth than
NUWAVE at the time of such assumption.


                                       4


<PAGE>


                                                                      SCHEDULE B


                   BEFORE THE AMERICAN ARBITRATION ASSOCIATION


NUWAVE TECHNOLOGIES, INC.,              :
                                        :
                  Claimant,             :
                                        :
                  v.                    :           AAA No. 75184 00327 98
                                        :
RAVE ENGINEERING CORPORATION,           :
AND RANDY BURNWORTH,                    :
                                        :
                  Respondents.          :


                            STIPULATION OF DISMISSAL

     It is hereby  stipulated and agreed by and between the undersigned  counsel
for the  respective  parties  hereto  that  the  above-captioned  proceeding  be
dismissed with prejudice, each party to bear its own costs and fees. Dated: June
11, 1999 DECHERT PRICE & RHOADS



- -----------------------------                  --------------------------
       William C. Meier                               Arthur S. Gabinet

Central Park Tower                             4000 Bell Atlantic Tower
2350 Airport Freeway, Suite 660                1717 Arch Street
Bedford, TX 76022                              Philadelphia, PA 19103

Attorney for Rave Engineering                  Attorneys for NUWAVE
Corporation and Randy Burnworth                Technologies, Inc.


<PAGE>


                                                                    EXHIBIT 10.2

THIS  OPTION  AND THE  SHARES  ISSUABLE  UPON  EXERCISE  HEREOF  HAVE  NOT  BEEN
REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT"),  OR ANY
STATE  SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST  THEREIN MAY
BE OFFERED,  SOLD,  PLEDGED,  ASSIGNED  OR  OTHERWISE  TRANSFERRED  UNLESS (1) A
REGISTRATION  STATEMENT WITH RESPECT  THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE  STATE  SECURITIES  LAWS,  OR (2) THE COMPANY  RECEIVES AN OPINION OF
COUNSEL  TO THE  HOLDER  OF SUCH  SECURITIES,  WHICH  COUNSEL  AND  OPINION  ARE
REASONABLY  SATISFACTORY  TO THE COMPANY,  THAT SUCH  SECURITIES MAY BE OFFERED,
SOLD,  PLEDGED,  ASSIGNED OR TRANSFERRED IN THE MANNER  CONTEMPLATED  WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT OR APPLICABLE  STATE SECURITIES
LAWS.

                         THE TRANSFER OF THIS OPTION IS
                         RESTRICTED AS DESCRIBED HEREIN.

                            NUWAVE TECHNOLOGIES, INC.

               Option for the Purchase of Shares of Common Stock,
                            par value $0.01 per share

                  THIS CLASS A OPTION EXPIRES ON MAY 28, 2002.


No. 1001                                                           37,500 Shares


     This certifies that, for value received,  Rave Engineering  Corp.,  with an
address  at  12300  Stowe  Drive,  Building  A and B,  Poway,  california  92064
(including  any  transferee,  the  "Holder"),  is entitled to subscribe  for and
purchase from NUWAVE Technologies, Inc., a Delaware corporation (the "Company"),
upon the terms and conditions set forth herein, at any time or from time to time
from the date  hereof  until  5:00  P.M.  on May 28,  2002,  New York  time (the
"Exercise Period"), 37,500 shares of the Company's Common Stock, par value $0.01
per share ("Common  Stock"),  at a price (the "Exercise  Price") equal to $1.462
per  share.  This  option is one of the  options  (collectively,  including  any
options  issued upon the exercise or transfer of any such options in whole or in
part, the "Option") issued pursuant to the Settlement Agreement, dated as of May
28, 1999 (the "Settlement Agreement"), among the Company, Rave Engineering, Inc.
and Randy J. Burnworth.  Each Option not exercised prior to 5:00 p.m. on May 28,
2002, New York time, shall become null and void and all rights  thereunder shall
cease as of such time.

     The number of shares of Common Stock  issuable upon exercise of the Options
(the "Option  Shares") and the Exercise  Price may be adjusted from time to time
as hereinafter set forth.

     1. This Option may be exercised by the Holder,  in whole or in part, at any
time and from time to time during the Exercise Period by delivery to the Company
at its principal executive offices at the address set forth in Section 10 of (i)
this  Option;  (ii) the form of  exercise  attached  hereto  as  Exhibit  A (the
"Exercise Form") duly executed by the Holder,  and (iii) the full Exercise Price
for each share of Option Shares as to which this Option is exercised.

     2. Upon receipt by the Company of the Option,  the Option Exercise Form and
the aggregate  Exercise Price for the Option Shares,  the Holder shall be deemed
to be the holder


<PAGE>


of record of the Option Shares issuable upon such exercise;  provided,  however,
that if the date of such receipt is a date upon which the transfer  books of the
Company are closed,  the Holder  shall be deemed to be the record  holder on the
next  succeeding  business  day on  which  such  books  are  open.  As  soon  as
practicable after each such exercise of this Option, the Company shall issue and
cause to be delivered to the Holder a certificate or certificates for the Option
Shares issuable upon such exercise,  registered in the name of the Holder or its
designee.  If this Option should be exercised in part only,  the Company  shall,
upon surrender of this Option for cancellation, execute and deliver a new Option
evidencing the right of the Holder to purchase the remaining unexercised balance
of the Option Shares (or portions thereof) subject to purchase hereunder.

     3. (a) Any  Options  issued  upon the  transfer or exercise in part of this
Option shall be numbered and shall be registered  in an Option  Register as they
are issued.  The Company shall be entitled to treat the registered holder of any
Option on the Option  Register as the owner in fact thereof for all purposes and
shall not be bound to recognize  any  equitable or other claim to or interest in
such  Option on the part of any other  person,  and shall not be liable  for any
registration  or transfer of Options which are registered or to be registered in
the name of a  fiduciary  or the  nominee of a  fiduciary  unless  made with the
actual  knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such  registration  or transfer,  or with the knowledge of such facts
that its  participation  therein  amounts to bad  faith.  This  Option  shall be
transferable  only on the  books  of the  Company  upon  delivery  thereof  duly
endorsed by the Holder or by his duly authorized attorney or representative,  or
accompanied  by proper  evidence of  succession,  assignment,  or  authority  to
transfer. In all cases of transfer by an attorney, his or its authority shall be
produced.  Upon any  registration  of  transfer,  the Company  shall cause to be
delivered a new Option or Options to the person  entitled  thereto.  This Option
may be exchanged,  at the option of the Holder thereof,  for another Option,  or
other Options of different denominations,  of like tenor and representing in the
aggregate  the right to  purchase a like  number of Option  Shares (or  portions
thereof),   upon  surrender  to  the  Company  or  its  duly  authorized  agent.
Notwithstanding  the  foregoing,  the Company  shall have no obligation to cause
Options  to be  transferred  on its books to any  person  if, in the  opinion of
counsel to the Company, such transfer does not comply with the provisions of the
Act and the rules and regulations promulgated thereunder.

     (b) The Holder  acknowledges  that the has been advised by the Company that
neither this Option nor the Option  Shares have been  registered  under the Act,
that this Option is being or has been issued and the Option Shares may be issued
on the basis of the statutory  exemption  provided by Section 4(2) of the Act or
Regulation D promulgated  thereunder,  or both,  relating to  transactions by an
issuer  not  involving  any public  offering,  and that the  Company's  reliance
thereon is based in part upon the representations made by the original Holder in
the Settlement  Agreement.  The Holder acknowledges that he is familiar with the
nature of the  limitations  imposed  by the Act and the  rules  and  regulations
thereunder on the transfer of securities. In particular,  the Holder agrees that
no sale,  assignment  or transfer of this Option or the Option  Shares  issuable
upon exercise  hereof shall be valid or effective,  and the Company shall not be
required to give any effect to any such sale, assignment or transfer, unless (i)
the  sale,  assignment  or  transfer  of this  Option or such  Option  Shares is
registered  under the Act, it being understood that neither this Option nor such
Option  Shares are  currently  registered  for sale and that the  Company has no
obligation or intention to so register this Option or such Option Shares or (ii)
this  Option  or such  Option  Shares  are  sold,  assigned  or  transferred  in
accordance with all the  requirements and limitations of Rule 144 under the Act,
it being  understood  that Rule 144 is


<PAGE>


not  available at the time of the original  issuance of this Option for the sale
of this Option or such  Option  Shares and that there can be no  assurance  that
Rule 144 sales will be available  at any  subsequent  time,  or (iii) such sale,
assignment, or transfer is otherwise exempt from registration under the Act.

     4. The Company  shall at all times  reserve and keep  available  out of its
authorized  and unissued  Common Stock,  solely for the purpose of providing for
the  exercise  of  the  rights  to  purchase  Shares,  granted  pursuant  to the
outstanding  Options,  such number of shares of Common Stock as shall, from time
to time, be sufficient  therefor.  The Company covenants that the Option Shares,
upon  receipt  by the  Company of the full  Exercise  Price  therefor,  shall be
validly issued, fully paid, nonassessable, and free of preemptive rights.

     5. The issuance of any shares or other securities upon the exercise of this
Option, and the delivery of certificates or other instruments  representing such
shares or other  securities,  shall be made without charge to the Holder for any
tax or other charge in respect of such issuance. The Company shall not, however,
be  required  to pay any tax which may be payable in respect of any  transfer or
delivery of this Option to a person other than,  or the issuance and delivery of
any  certificate  in a name  other  than that of the  registered  holder and the
Company  shall not be required to issue or deliver any such  certificate  unless
and until the person or persons  requesting the issue thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.

     6. The Option  Shares  issued upon exercise of the Options shall be subject
to a stop transfer order and the  certificate or  certificates  evidencing  such
Option Share shall bear the following legend:

          "THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
          SECURITIES LAWS AND NEITHER SUCH  SECURITIES NOR ANY INTEREST  THEREIN
          MAY BE  OFFERED,  SOLD,  PLEDGED,  ASSIGNED OR  OTHERWISE  TRANSFERRED
          UNLESS (1) A REGISTRATION  STATEMENT WITH RESPECT THERETO IS EFFECTIVE
          UNDER THE ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAWS, OR (2) THE
          COMPANY  RECEIVES  AN  OPINION  OF  COUNSEL  TO  THE  HOLDER  OF  SUCH
          SECURITIES,  WHICH COUNSEL AND OPINION ARE REASONABLY  SATISFACTORY TO
          THE  COMPANY,  THAT SUCH  SECURITIES  MAY BE OFFERED,  SOLD,  PLEDGED,
          ASSIGNED  OR  TRANSFERRED  IN  THE  MANNER  CONTEMPLATED   WITHOUT  AN
          EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT OR APPLICABLE  STATE
          SECURITIES LAWS."

     In addition,  any Options  issued upon  transfer or any new Options  issued
shall bear a similar legend.

     7. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction,  or mutilation  of any Option (and upon  surrender of any Option if
mutilated),


<PAGE>


including  an  affidavit  of the Holder  thereof  that the Option has been lost,
stolen,  destroyed or mutilated,  together  with an indemnity  against any claim
that may be made against the Company on account of such lost, stolen,  destroyed
or  mutilated  Option,  and  upon  reimbursement  of  the  company's  reasonable
incidental expenses, the Company shall execute and deliver to the Holder thereof
a new Option of like date, tenor, and denomination.

     8. The  Holder of any  Option  shall not have,  solely on  account  of such
status, any rights of a stockholder of the Company,  either at law or in equity,
or to any notice of meetings of stockholders or of any other  proceedings of the
Company, except as provided in this Option.

     9. This Option shall be construed in accordance  with the laws of the State
of New York  applicable  to  contracts  made and  performed  within  such State,
without regard to principles governing conflicts of law.

     10. Any notice or other  communication  required or  permitted  to be given
hereunder  shall be in writing  and shall be mailed by  certified  mail,  return
receipt  requested,  or by Federal  Express,  Express Mail or similar  overnight
delivery or courier  service or delivered  (in person or by  telecopy,  telex or
similar telecommunications equipment) against receipt to the party to whom it is
to be given, (i) if to the Company, at One Passaic Avenue, Fairfield, New Jersey
07004, Attention: Jeremiah F. O'Brien, (ii) if to the Holder, at its address set
forth on the first page hereof,  or (iii) in either case,  to such other address
as the party shall have  furnished in writing in accordance  with the provisions
of this  Section 12.  Notice to the estate of any party shall be  sufficient  if
addressed  to the party as  provided  in this  Section  12.  Any notice or other
communication  given by  certified  mail  shall be  deemed  given at the time of
certification  thereof,  except for a notice  changing a party's  address  which
shall be deemed given at the time of receipt thereof.  Any notice given by other
means  permitted by this Section 12 shall be deemed given at the time of receipt
thereof.

     11. No course of dealing and no delay or omission on the part of the Holder
in exercising any right or remedy shall operate as a waiver thereof or otherwise
prejudice the Holder's  rights,  powers or remedies.  No right,  power or remedy
conferred  by this Option upon the Holder shall be exclusive of any other right,
power or remedy  referred  to herein or now or  hereafter  available  at law, in
equity,  by statute or otherwise,  and all such remedies may be exercised singly
or concurrently.


<PAGE>


     12. This Option may be amended only by a written instrument executed by the
Company and the Holder hereof.  Any amendment shall be endorsed upon this Option
and all future Holders shall be bound thereby.

Dated:  July 12, 1999

                                             NUWAVE TECHNOLOGIES, INC.


                                             By:  /s/ Gerald Zarin
                                                  ------------------------------
                                                  Name:  Gerald Zarin
                                                  Title:    President


/s/ Jeremiah F. O'Brien
- -----------------------
Jeremiah F. O'Brien
Secretary


<PAGE>


                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation in this registration  statement on Form S-3
of our  report  dated  March  10,  1999 on the  financial  statements  of NUWAVE
Technologies,  Inc. as of December 31, 1998 and for each of the years in the two
year period ended  December 31, 1998 and the amounts for such years  included in
the  cumulative  amounts for the period from July 17, 1995 to December 31, 1998.
We also consent to the reference to our firm under the caption "Experts."

     /s/  Richard A. Eisner & Company, LLP

August 9, 1999


<PAGE>


                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the inclusion in this  registration  statement on Form S-3 of
our report  dated March 26, 1997 on our audit of the  statement  of  operations,
cash flows of NUWAVE TECHNOLOGIES, INC. (a development stage enterprise) for the
period  from July 17, 1995  (inception)  to  December  31, 1996  included in the
cumulative amounts for the period from July 17, 1995 (inception) to December 31,
1998  (not  presented   separately   herein),   and  the  related  statement  of
stockholders'  equity for the period from July 17, 1995  (inception) to December
31, 1995 and the year ended  December 31, 1996. We also consent to the reference
to our firm under the caption "Experts."


     /s/  PricewaterhouseCoopers LLP

New York, New York
August 6, 1999


<PAGE>


                                                                    EXHIBIT 24.1

                            SPECIAL POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the  undersigned,  a Director of NUWAVE
Technologies,  Inc., a Delaware  corporation  (the  "Company"),  constitutes and
appoints  Gerald Zarin and/or Jeremiah  O'Brien,  and each of them, his true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign a Form  S-3  registration  statement  for  filing  with the
Securities  and Exchange  Commission  respecting the  registration  of shares of
Common Stock,  par value $.01 per share,  of the Company.  Together with any and
all  amendments  (including  post-effective  amendments)  to  such  registration
statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully and to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  such
attorneys-in-fact  and agents,  or each of them,  may lawfully do or cause to be
done in virtue hereof.

DATED:  August 6, 1999

                                    --------------------------------
                                    Lyle Gramley



<PAGE>


                                                                    EXHIBIT 24.2

                            SPECIAL POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the  undersigned,  a Director of NUWAVE
Technologies,  Inc., a Delaware  corporation  (the  "Company"),  constitutes and
appoints  Gerald Zarin and/or Jeremiah  O'Brien,  and each of them, his true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign a Form  S-3  registration  statement  for  filing  with the
Securities  and Exchange  Commission  respecting the  registration  of shares of
Common Stock,  par value $.01 per share,  of the Company.  Together with any and
all  amendments  (including  post-effective  amendments)  to  such  registration
statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully and to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  such
attorneys-in-fact  and agents,  or each of them,  may lawfully do or cause to be
done in virtue hereof.

DATED:  August 6, 1999


                                   -------------------------------------
                                   Joseph A. Sarubbi


<PAGE>


                                                                    EXHIBIT 24.3

                            SPECIAL POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the  undersigned,  a Director of NUWAVE
Technologies,  Inc., a Delaware  corporation  (the  "Company"),  constitutes and
appoints  Gerald Zarin and/or Jeremiah  O'Brien,  and each of them, his true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign a Form  S-3  registration  statement  for  filing  with the
Securities  and Exchange  Commission  respecting the  registration  of shares of
Common Stock,  par value $.01 per share,  of the Company.  Together with any and
all  amendments  (including  post-effective  amendments)  to  such  registration
statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully and to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  such
attorneys-in-fact  and agents,  or each of them,  may lawfully do or cause to be
done in virtue hereof.

DATED:  August 6, 1999


                                    ----------------------------
                                    Edward Bohn


<PAGE>


                                                                    EXHIBIT 99.1


                                  PRESS RELEASE


Press Contact:                                         Investor Contact:
Kimberly Kriger/Robert Siegfried                       Jerry O'Brien
Kekst and Company                                      NUWAVE Technologies, Inc.
(212) 521-4800                                         (973) 882-8810 Ext. 212


            NUWAVE TECHNOLOGIES AND RAVE ENGINEERING REACH AGREEMENT
                         ON VIDEO ENHANCEMENT TECHNOLOGY

                                                           FOR IMMEDIATE RELEASE

Fairfield, New Jersey, June 17, 1999 -- NUWAVE Technologies, Inc. (NASDAQ: WAVE)
and Rave Engineering  today announced an agreement  settling the claims each had
asserted against the other in arbitration commenced by NUWAVE.

As a result of the agreement,  NUWAVE continues to maintain exclusive  worldwide
rights to make, market and license its video enhancement  technology free of any
claims of  ownership  or  inventorship  by Rave.  In  return,  Rave and  certain
individuals  associated with Rave will receive from NUWAVE $175,000 cash as well
as 100,000  shares of NUWAVE  common  stock and three year  options to  purchase
50,000 of NUWAVE common stock at market value on the date of the agreement.

In connection with the settlement between NUWAVE and Rave, NUWAVE also announced
that it has reached an agreement with Prime Technologies,  Inc. to terminate the
Prime  Agency  Agreement to which NUWAVE and Prime had been parties and pursuant
to which Prime was  entitled to fees  arising  from  NUWAVE's  license of Rave's
licensed technology.

Gerald Zarin, Chairman, Chief Executive Officer and President of NUWAVE, stated,
"We are  pleased to have  reached  this  agreement  with Rave in a manner  which
serves the  interests of all parties.  The  potential  for this  technology,  we
believe, is quite substantial,  given the enormous growth and convergence of the
t.v., computer and telecommunications markets."

NUWAVE   Technologies,   Inc.   is  a  leading   designer   and   developer   of
state-of-the-art  video enhancement  technology designed to dramatically improve
video pictures with clearer,  sharper details with more vibrant  colors.  NUWAVE
was  founded  in 1995.  Its  proprietary  ASIC  chip  enhances  video  images at
breakthrough  price points and is geared toward all video output products in the
rapidly expanding and converging multibillion-dollar video marketplace.


<PAGE>


Certain statements in this release are forward-looking statements that involve a
number of risks and uncertainties.  Among the important factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements are delays in product  development,  competitive  pressures,  general
economic  conditions,  risks of  intellectual  property  litigation and the risk
factors  detailed from time to time in the Company's annual report on form 10KSB
and other material filed with Securities and Exchange Commission.

                                       ###

  For additional information, please visit our website at http://www.nuwav.com




© 2019 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission