NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on March 19, 2007

          Notice is hereby given that the 2007 Annual Meeting of Stockholders of Medwave, Inc. (the “Company”) will be held on Monday, March 19, 2007, at 1:00 p.m., local time, at the St. Paul Hotel, 350 Market St., St. Paul, Minnesota, 55102 (the “Annual Meeting”), for the purpose of considering and voting upon:

	1.		The election of one Class II Director for a three-year term; and
	2.		Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

          The Board of Directors has fixed the close of business on February 14, 2007 as the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Only holders of record of common stock of the Company at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

          The Board of Directors of the Company recommends that you vote “FOR” the election of the nominee of the Board of Directors as a Class II Director of the Company.

          In the event there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies.

		By Order of the Board of Directors
		Frank A. Katarow
		Chief Executive Officer (interim)

Arden Hills, Minnesota
January 26, 2007

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE PROVIDED. YOU MAY ALSO VOTE BY TELEPHONE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD OR VOTED BY TELEPHONE.