Exhibit 10.1

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT , dated as of September 21, 2009 (this “ Agreement ”), by and between the person designated as the Purchaser on the signature hereto (the “ Purchaser ”) and the persons designated as the Selling Stockholders on the signature page hereto (the “ Selling Stockholders ,” and together with the Purchaser, the “ Parties ” or “ parties ”).

W I T N E S S E T H

WHEREAS , the Purchaser wishes to purchase an aggregate of 10,399,470 shares of common stock of SWAV Enterprises, Ltd., a Nevada corporation (“ Company ”), designated as the “Shares”; and the Selling Stockholders wish to sell the Shares of the Company to the Purchaser, which represents approximately 85% of the issued and outstanding shares of the capital stock of the Company, to the Purchaser for an aggregate purchase price of $300,000 less any amounts paid prior to the execution of this Agreement (the “ Purchase Price ”); and

NOW THEREFORE , in consideration of the promises and respective mutual agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as to the following:

ARTICLE 1
SALE AND PURCHASE OF THE SHARES

1.1

Sale of the Shares .  Subject to the terms and conditions set forth herein, on the basis of the representations, warranties and covenants herein contained, at the Closing as described in paragraph 1.2 below, the Selling Stockholders agree to sell, assign, transfer and deliver their Shares to the Purchaser, and the Purchaser agrees to purchase the Shares from the Selling Stockholders.

1.2

The Closing .  The purchase of the Shares shall take place at the law office of The Sourlis Law Firm located at The Galleria, 2 Bridge Avenue, Red Bank, New Jersey 07701 or such other place as the Parties may agree to within two business days after the satisfaction of all conditions set forth herein (the “ Closing ”) on or about September 21, 2009 (the “ Closing Date ”).

1.3

Instruments of Conveyance and Transfer .  At the Closing, the Selling Stockholders shall deliver a certificate(s) representing the Shares to the Purchaser in the name of the Purchaser (“ Certificate(s) ”), as shall be effective to vest in the Purchaser all right, title and interest in and to all of the Shares.  

1.4

Consideration and Payment for the Shares .  In consideration for the Shares, the Purchaser shall pay to the Selling Stockholder the Purchase Price. The Purchase Price shall be placed paid on the Closing Date.

ARTICLE 2
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLING
SECURITYHOLDERS

Unless specifically stated otherwise, each of the Selling Stockholders represents, warrants and covenants that the following are true and correct as of the date hereof and will be true and correct through the Closing Date as if made on that date, to the best of its knowledge:

2.1

Authority .  The Selling Stockholder has all requisite power and authority to enter into and perform this Agreement and to consummate the transactions contemplated herein.

2.2

Binding Agreement .  This Agreement constitutes, and upon execution and delivery thereof by the Selling Stockholder, will constitute, a valid and binding agreement of the Selling Stockholder, enforceable by and against the Selling Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditor’s rights generally or the availability of equitable remedies.

2.3

No Violation of Corporate Documents or Agreements .  To the  best of his  Knowledge (which shall mean the actual and constructive knowledge of the  Selling Stockholder), the execution and delivery of this Agreement by the Selling Stockholder and the performance by the Selling Stockholder of his  obligations hereunder will not cause, constitute, or conflict with or result in (i) any breach or violation, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under any of the provisions of, or constitute a default under, any license, indenture, mortgage, charter, instrument, certificate of incorporation, bylaw, judgment, order, decision, writ, injunction, or decree or other agreement or instrument or proceeding to which the Company or stockholders are a party, or by which they may be bound, nor will any consents or authorizations of any party other than those hereto by required, (ii) an event that would cause the Company to be liable to any party, or (iii) an event that would result in the creation or imposition or any lien, charge or encumbrance on any asset of the Company or on the Shares to be acquired by the Purchaser.

2.4

Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution .  As of the date hereof, the authorized capital of the Company is 25,000,000 shares of Common Stock, par value $0.001 per share.  The issued and outstanding capital stock of the Company as of the date of this Agreement is 12,234,670 shares of Common Stock. All of the shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable.  No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise.  As of the date hereof, (i) there are no outstanding options, warrants, convertible securities, scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor any other agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company, or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (ii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “ Securities Act ”), and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in the Company’s certificate of incorporation or bylaws or in any agreement providing rights to security holders) that will be triggered by the transactions contemplated by this Agreement. The Company has furnished to the Purchaser true and correct copies of the Company’s certificate of incorporation and bylaws in full force and effect and certified by the Secretary of the Company to such effect as of the Closing Date.

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2.5

Private Placement .  The Company is selling the Shares to the Purchaser without registration pursuant to the exemptions afforded the Company under Section 4(1 ½) of the Securities Act, and will take any and all actions to make such exemption available.   The Company shall at no time place a “Stop Order” on the Shares.

2.6

No Governmental Action Required .  The execution and delivery by the Company of this Agreement does not and will not, and the consummation of the transactions contemplated hereby will not, require any action by or in respect of, or filing with, any governmental body, agency or governmental official.

2.7

Compliance with Applicable Law and Corporate Documents. To the best of its Knowledge (which shall mean the actual and constructive knowledge of the officer, directors, agents and representatives of the Company),, the Company is in compliance with and conforms to all statutes, laws, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties.

2.8

Financial Statements .  

(a)

The Purchaser has received a copy of the Company’s publicly filed consolidated financial statements of the Company for the quarter ended June 30, 2009 and an unaudited Balance Sheet as of the Closing Date or such other time as may be reasonably agreed to by the Company and the Purchaser (“ Financial Statements ”).  The Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of their operations and cash flows for the periods then ended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature.  

(b)

Since the date of the Balance Sheet (the “ Balance Sheet Date ”), there has been no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise and no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operation or prospects, of the Company except in the ordinary course of business.  

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(c)

Since the Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any capital stock or any other security of the Company and have not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any capital stock or any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.  

(d)

The Financial Statements are contained in the Company’s filings and reports made with the Securities and Exchange Commission (“ SEC ”) since the Company’s formation (the “ SEC Reports ”).

2.9

SEC Reports. The Company’s SEC Reports are (i) accurate and complete, (ii) contain all information required to be filed under the rules and regulations of the SEC, (iii) are not subject to any outstanding SEC comment letters or inquiries, and (iv) do not contain any false statement of fact or fail to state any fact necessary to make the facts stated therein not misleading.  The Company has never been subject to any investigation, injunction or cease and desist action by the SEC or other federal or state regulatory agency and to its Knowledge is not currently subject to such pending or threatened actions.  

2.10

SEC Status . The Company is a “filer” under Section 12(g) of the Securities Exchange Act of 1934.

2.11

No Litigation .  Other than what is disclosed in the Company’s reports filed with the SEC, the Company is not a party to any suit, action, arbitration, or legal, administrative, or other proceeding, or to their Knowledge, pending or threatened governmental investigation.  The Company is not subject to or in default with respect to any order, writ, injunction, or decree of any federal, state, local, or foreign court, department, agency, or instrumentality.

2.12

No Taxes . The Company is not, and will not, to the best of its knowledge, become with respect to any periods ending on or prior to the Closing Date, liable for any income, sales, withholding, franchise, excise, license, real or personal property taxes (a “ Tax ”) to any foreign, United States federal, state or local governmental agencies whatsoever. All United States federal, state, county, municipality local or foreign income Tax returns and all other material Tax returns (including information returns) that are required, or have been required, to be filed by or on behalf of the Company has been or will be filed as of the Closing Date and all Taxes due pursuant to such returns or pursuant to any assessment received by the Company have been or will be paid as of the Closing Date.  The charges, accruals and reserves on the books of the Company in respect of taxes or other governmental charges have been established in accordance with the tax method of accounting. All returns of the Company that have been filed relating to Tax are true and accurate in all material respects.  No audit, action, suit, proceeding or other examination regarding taxes for which the Company may have any liability is currently pending against or with respect to the Company and the Company has not received any notice (formally or informally) of any audit, suit, proceeding or other examination.  No material adjustment relating to any Tax returns, no closing or similar agreement have been entered into or issued or have been proposed (formally or informally) by any tax authority (insofar as such action relate to activities or income of or could result in liability of the Company for any Tax) and no basis exists for any such actions.  The Company has not changed any election, adopted or changed any accounting method or period, filed any amended return for any Tax, settled any claim or assessment of any Tax, or surrendered any right to claim any refund of any Tax, or consented to any extension or waiver of the statute of limitations for any Tax.  The Company has not had an “ownership change” as that term is defined in Section 382 of the Internal Revenue Code of 1986, as amended and in effect.

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2.13

Conduct of the Business .  The Company is not a “shell” company. The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the June 30, 2009 until the Closing Date:

(a)

The Company has not made any expenditures or entered into any commitments which, when compared to past operations of its business, are unusual or extraordinary or outside the scope of the normal course of routine operations;

(b)

The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of its business;

(c)

The Company has used its best efforts to maintain the good will associated with its business, and the existing business relationships with its agents, customers, lessors, key employees, suppliers and other persons having relations with it;

(d)

The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect;

(e)

The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business;

(f)

The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on its assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement;

(g)

The Company has kept true, complete and correct books of records and accounts with respect to its business, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company;

(h)

The Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course of its business;

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(i)

There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind);

(j)

The Company has not redeemed, repurchased, or otherwise acquired any of its securities or entered into any agreement to do so;

(k)

The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees;

(l)

The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and

(m)

There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

2.14

Liabilities .

(a)

Except as set forth in the Financial Statements, the Company has no liabilities or obligations. It is a condition to Closing that the Company will have no liabilities upon transfer of the Shares to the Purchaser.

(b)

Since June 30, 2009, the Company has not:

(i)

subjected to encumbrance, or agreed to do so to any of their assets, tangible or intangible other than purchase money liens in the ordinary course of business on equipment used in the conduct of business and incurred to finance the purchase price of the equipment involved and which do not cover any other asset of the Company;

(ii)

except as otherwise contemplated hereby, engaged in any transactions affecting its business or properties not in the ordinary course of business consistent with past practice or suffered any extraordinary losses or waived any rights of substantial value except in the ordinary course of business; or

(iii)

other than in the ordinary course of business consistent with past practice, granted or agreed to grant, or paid or agreed to pay any increase in the rate of wages, salaries, bonuses or other remuneration of any officer, director or consultant of the Company or any increase of 5% or more in the rate of wages, salaries, bonuses or other remuneration of any non-officer/director or employee or become a party to any employment contract or arrangement with any of its directors, officers, consultants or employees or become a party to any contract or arrangement with any director, officer, consultant or employee providing for bonuses, profit sharing payments, severance pay or retirement benefits, other than as set forth in any Exhibit or Schedule hereto.

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2.15

ERISA Compliance .  The Company maintains no “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ ERISA ”), under which the Company or any ERISA Affiliate has any current or future obligation or liability or under which any employee of the Company or any ERISA Affiliate has any current or future right to benefits.

2.16

Insurance .  The Company does not maintain any insurance.

2.17

Compliance with Law .  To the best of its Knowledge, the Company has complied with, and is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies, including any environmental laws and regulations. There are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.

2.18

Consents .  No third parties consents are required to be obtained as a result of the change of control of the Company hereby.

2.19

Agreements .  The Company is not a party to any material agreement, loan, credit, lease, sublease, franchise, license, contract, commitment or instrument or subject to any corporate restriction.  True, correct and complete copies of all such loan or credit agreements have been delivered to the Purchaser.  Neither the Company nor any other party is in default under any such agreement, loan, credit, lease, sublease, franchise, license, contract, commitment, instrument or restriction.  No such instrument requires the consent of any other party thereto in order to consummate the sales of the Shares hereby.

2.20

Survival of Representations .  The representations and warranties herein by the Company are true and correct in all material respects on and as of the Closing Date with the same force and effect as though said representations and warranties had been made on and as of the Closing Date and will survive any termination of this Agreement.

2.21

Ownership . That the Selling Stockholder owns the Shares free and clear of all encumbrances, pledges, liens and have the right to sell the Shares to the Purchaser pursuant to the terms of this Agreement.

2.22

Not Underwriters/Broker-Dealers . The Selling Stockholder is not an “underwriter” or registered “broker-dealers” as those terms are defined under the rules and regulations promulgated by the SEC.

2.23

No Finders or Promoters. There are no finders or promoters in connection with the Selling Stockholder’s shares of the Shares.

2.24

Agreements .  The Selling Stockholder is not a party to any material agreement, loan, credit, lease, sublease, franchise, license, contract, commitment or instrument or subject to any corporate restriction.  The Selling Stockholder is not in default under any such agreement, loan, credit, lease, sublease, franchise, license, contract, commitment, instrument or restriction.  No such instrument requires the consent of any other party thereto in order to consummate the sales of hereby.

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2.25

Survival of Representations .  The representations and warranties herein by the Selling Stockholder are true and correct in all material respects on and as of the Closing Date with the same force and effect as though said representations and warranties had been made on and as of the Closing Date and will survive any termination of this Agreement.

ARTICLE 3
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER

Unless specifically stated otherwise, the Purchaser represents, warrants and covenants that the following are true and correct as of the date hereof and will be true and correct through the Closing Date as if made on that date:

3.1

Agreement’s Validity . This Agreement has been duly executed and delivered by the Purchaser, has been duly authorized by the Purchaser, and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or the availability of equitable remedies.

ARTICLE 4
COVENANTS OF THE PARTIES

4.1

General . In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Article 6 below).  

4.2

Notices and Consents .  The Selling Stockholder will give any notices to third parties, and the Selling Stockholder will use its best efforts to obtain any third-party Consents that may be required.  Each of the Parties will give any notices to, make any filings with, and use its best efforts to obtain any required authorizations, Consents, and approvals of governmental bodies.

4.3

Transition .  The Selling Stockholder will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing Date as it maintained with the Company prior to the Closing Date.  The Selling Stockholder will refer all customer inquiries relating to their business to the Purchaser from and after the Closing Date.

ARTICLE 5
THE CLOSING

5.1

Time of Closing .  The Closing of the transactions hereby shall occur upon the satisfaction of all conditions to Closing, on or about the Closing Date.

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5.2

Deliveries .  The Closing shall occur as a single integrated transaction, as follows, and the delivery or satisfaction of the following items shall be conditions precedent to the parties’ obligations to close:

(a)

Delivery by the Selling Stockholder.  At the Closing, the Selling Stockholder shall deliver to the Purchaser:

(i)

The Shares;

(ii)

A fully executed copy of this Agreement; and

(iii)

A copy of the Corporate Resolutions regarding the issuance of the Shares to the Purchaser.

(b)

Delivery by the Purchaser .  The Purchaser shall deliver the Purchase Price in U.S. currency by wire transfer to the Seller on the Closing Date.

ARTICLE 6
INDEMNIFICATION

6.1

Purchaser Claims .

(a)

The Selling Stockholder agrees to indemnify and hold harmless the Purchaser, his successors and assigns, against, and in respect of:

(i)

Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of:

(a)

Any failure by the Selling Stockholder to carry out any covenant or agreement contained in this Agreement;

(b)

Any material misrepresentation or breach of warranty by the Selling Stockholder contained in this Agreement, or any certificate, furnished to the Purchaser by the Selling Stockholder pursuant hereto; or

(c)

Any claim by any Person for any brokerage or finder’s fee or commission in respect of the transactions contemplated hereby as a result of the Selling Stockholder’s dealings, agreement, or arrangement with such Person.

(ii)

Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above.

(b)

The amount of any liability of the Selling Stockholder under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose.

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(c)

The representations and warranties of the Selling Stockholder contained in this Agreement, or any certificate delivered by or on behalf of the Selling Stockholder pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period until the expiration of any applicable statutes of limitation provided by law (“ Survival Period ”). Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period.  Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated.

(d)

The Purchaser shall provide written notice to Selling Stockholder of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s ability to assert any such claim except to the extent that the Selling Stockholder is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period.  The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder under this Article.

6.2

Defense of Third-Party Claims .  With respect to any claim by the Purchaser under Section 6.1, relating to a third party claim or demand, the Purchaser shall provide the Selling Stockholder with prompt written notice thereof and the Selling Stockholder may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to the Purchaser any such claim or demand, and the Purchaser, at its expense, shall have the right to participate in the defense of any such third party claim.  So long as the Selling Stockholder is defending in good faith any such third party claim, the Purchaser shall not settle or compromise such third party claim.  In any event the Purchaser shall cooperate in the settlement or compromise of, or defense against, any such asserted claim.

6.3

Selling Stockholder’s Claims .  The Purchaser shall indemnify and hold harmless the Selling Stockholder against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of:  

(a)

any material breach or violation by the Purchaser of any covenant set forth herein or any failure to fulfill any obligation set forth herein; or

(b)

any material breach of any of the representations or warranties made in this Agreement by the Purchaser.

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ARTICLE 7
MISCELLANEOUS

7.1

Entire Agreement .  This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understanding related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statement, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not set forth.

7.2

Notices .  Any notice or communications hereunder must be in writing and given by depositing same in the United States mail addressed to the party to be notified, postage prepaid and registered or certified mail with return receipt requested or by delivering same in person. Such notices shall be deemed to have been received on the date on which it is hand delivered or on the third business day following the date on which it is to be mailed. For purpose of giving notice, the addresses of the parties shall be:

If to Selling Stockholder:

Please see Signature Page

If to Purchaser:

Virginia K. Sourlis, Esq.

The Sourlis Law Firm

The Galleria

2 Bridge Avenue

Red Bank, NJ 07701

Phone: (732) 530-9007

Fax:

(732) 530-9008

Email:

Virginia@SourlisLaw.com

7.3

Governing Law .  This Agreement shall be governed in all respects, including validity, construction, interpretation and effect, by the laws of the State of Nevada (without regard to principles of conflicts of law).

7.4

Counterparts .  This Agreement may be executed in separate counterparts and with facsimile signatures each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original.

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7.5

Waivers and Amendments; Non-Contractual Remedies; Preservation of Remedies .  This Agreement may be amended, superseded, canceled, renewed, or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance.  No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be.  No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power of privilege, preclude any further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.  The rights and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy in or breach of any representation, warranty, covenant or agreement contained in this Agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach is based may also be the subject of any other representation, warranty, covenant or agreement contained in this Agreement (or in any other agreement between the parties) as to which there is no inaccuracy or breach.

7.6

Binding Effect; No Assignment, No Third-Party Rights .  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.  This Agreement is not assignable without the prior written consent of each of the Parties or by operation of law.  This Agreement is for the sole benefit of the Parties hereto and their permitted assigns, and nothing herein, expressed or implied, shall give or be construed to give to any person, any legal or equitable rights, benefits or remedies of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

7.7

Further Assurances .  Each party shall, at the request of the other party, at any time and from time to time following the Closing Date promptly execute and deliver, or cause to be executed and delivered, to such requesting party all such further instruments and take all such further action as may be reasonably necessary or appropriate to carry out the provisions and intents of this Agreement and of the instruments delivered pursuant to this Agreement.

7.8

Severability of Provisions .  If any provision or any portion of any provision of this Agreement or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of the Agreement, or the application of such provision or portion of such provision is held invalid or unenforceable to person or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and such provision or portion of any provision as shall have been held invalid or unenforceable shall be deemed limited or modified to the extent necessary to make it valid and enforceable, in no event shall this Agreement be rendered void or unenforceable.

7.9

Exhibits and Schedules .  All exhibits annexed hereto, and all schedules referred to herein, are hereby incorporated in and made a part of this Agreement as if set forth herein. Any matter disclosed on any schedule referred to herein shall be deemed also to have been disclosed on any other applicable schedule referred to herein.

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7.10

Captions .  All section titles or captions contained in this Agreement or in any schedule or exhibit annexed hereto or referred to herein are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement. All references herein to sections shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.

7.11

Expenses .  Except as otherwise expressly provided in this Agreement, whether or not the Closing Date occurs, each party hereto shall pay its own expenses incidental to the preparation of this Agreement, the carrying out of the provisions hereof and the consummation of the transactions contemplated.

7.12

Public Announcements .  The parties agree to consult with each other before issuing any press release or making any public statement or completing any public filing with respect to this Agreement or the transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with any national securities exchange or quotation system, will not issue any such press release or make any such public statement prior to consultation.

7.13

Non-confidentiality .  Notwithstanding an other provision in this Agreement, Selling Stockholder and the Purchaser, and each employee, representative or other agent of the same (collectively the “ Covered Parties ”), may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to a Covered Party relating to such tax treatment and tax structure.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the date first written herein above.

THE PURCHASER:

/s/ Sandy J. Masselli                                                      
Name: Sandy J. Masselli

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SELLING STOCKHOLDERS:

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Exhibit 10.2

SHARE TRANSACTION PURCHASE AGREEMENT

THIS SHARE TRANSACTION PURCHASE AGREEMENT dated as of the 21 ^st day of September, 2009 (the “ Agreement ”), by and between SWAV ENTERPRISES, LTD., a Nevada corporation (“ SWAV ” or the “ Company ”) and with CARLYLE GAMING LIMITED , a Canadian corporation (“ Carlyle ”). The entities above are collectively referred to as the “Parties.”

WITNESSETH:

WHEREAS , Company is a publicly held company quoted on the OTC Bulletin Board under the ticker symbol “SWAV” and is an SEC Section 12(g) reporting company; and

WHEREAS , Carlyle is a privately held company; and

WHEREAS , the Company is authorized to issue 25,000,000 shares of common stock, par value $0.001 per share, and no preferred stock.  

WHEREAS, prior to the consummation of the transaction contemplated by this Agreement (the “Transaction”), there were 12,234,670 shares of SWAV Common Stock issued and outstanding (6,234,670 of which are free-trading and 6,000,000 are restricted) and upon the consummation of the transaction contemplated by this Agreement, there shall be a total of 12,234,770 shares of Common Stock of SWAV issued and outstanding.

WHEREAS , simultaneously with the execution and delivery of this Agreement, the Selling Stockholders named in that certain Stock Purchase Agreement dated September 21, 2009, are selling an aggregate of 10,399,470 shares of their common stock of the Company to Sandy J. Masselli, the 100% owner of Carlyle (“Masselli”), representing approximately 85% of the issued and outstanding shares of common stock of the Company for an aggregate purchase price of $300,000; and

WHEREAS, the Company desires to acquire from Masselli and Masselli desires to sell to the Company 100% of the issued and outstanding shares of common stock of Carlyle, thereby making Carlyle a wholly-owned subsidiary of the Company in consideration for 100 shares of the Company; and

NOW, THEREFORE , in consideration of the premises and of the mutual representations, warranties and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

THE TRANSACTION

1.1

The Transaction . Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), the Company shall issue and deliver to Carlyle an aggregate of 100 shares of SWAV common stock and Carlyle shall deliver to the Company stock certificate(s) evidencing all of all of the issued and outstanding shares of Carlyle (the “Carlyle Shares”), duly endorsed on the reverse side of such stock certificate(s) or accompanied by duly executed stock powers and any and all other duly executed transfer documents required to transfer the Carlyle Shares to Company. At any time, and from time to time, upon request of the Company after the Closing Date, Carlyle agrees to duly execute, acknowledge and deliver, without further consideration, all such further documents, and take all such further actions consistent with this Agreement and the Transaction contemplated hereby, as shall be necessary to effectuate the transfer of the Carlyle Shares as provided herein free of all liens, security interests, pledges, restrictions, encumbrances, equities, claims, charges, voting agreements, voting trusts, proxies and rights of any kind, nature or description.

1.2

Time and Place of Closing . The purchase of the Carlyle Shares shall take place at the law office of The Sourlis Law Firm located at The Galleria, 2 Bridge Avenue, Red Bank, New Jersey 07701 or such other place as the Parties may agree to within two business days after the satisfaction of all conditions set forth herein (the “Closing”) on or about September 21, 2009 (the “Closing Date”).

1.3

Effective Time . The Transaction shall become effective (the “Effective Time”) at the earlier to occur of (i) such time as all of the conditions to set forth in Article VII hereof have been satisfied or waived by the Parties hereto.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Carlyle that now and as of the Closing Date:

2.1

Due Organization and Qualification; Due Authorization .

(i)

The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. The Company is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by which it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of the Company.

(ii)

The Company does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity.

(iii)

The Company has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the Transaction contemplated hereby. The Company has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the Transaction contemplated hereby, and this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

2.2

No Conflicts or Defaults . The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Articles of Incorporation or By-laws of the Company, or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company is a party or by which the Company is bound, or any judgment, order or decree, or any law, rule or regulation to which the Company is subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest (“Liens”) upon any of the assets of the Company, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company is a party or by which the Company’s assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

2.3

Capitalization . The authorized capital stock of the Company immediately prior to giving effect to the Transaction contemplated hereby consists of 25,000,000 shares of Common Stock, par value $0.001 per share.  As of the date hereof, there are an aggregate of 12,234,670 shares of Company Common Stock issued and outstanding (6,234,670 of which are free-trading and 6,000,000 are restricted). The outstanding shares of Company Common Stock are, and the shares of the Company’s Common Stock, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable, and have not been or, with respect to such shares, will not be issued in violation of any preemptive right of stockholders. There is no outstanding voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling the Company to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for Company Common Stock. The Company has not granted registration rights to any person.

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2.4

Financial Statements .  The Company is an SEC Section 12(g) reporting company and has filed (a) the Company’s audited Balance Sheets, Operations and Deficit and Cash Flow for the fiscal years December 31, 2008 and (b) the Company’s unaudited Balance Sheets, Operations  and Deficit and Cash Flows for the three months ended June 30, 2009 (collectively, the “SWAV Financial Statements”).

2.5

No Assets or Liabilities . Except as set forth in the SWAV Financial Statements, the Company does not have any (a) assets of any kind or (b) liabilities or obligations, whether secured or unsecured, accrued, determined, absolute or contingent, asserted or unasserted or otherwise other than those assets acquired or liabilities incurred in the ordinary course of business consistent with past practice.

2.6

Taxes . The Company has, to the best of its knowledge, filed all tax returns and reports which were required to be filed on or prior to the date hereof in respect of all income, withholding, franchise, payroll, excise, property, sales, use, value-added or other taxes or levies, imposts, duties, license and registration fees, charges, assessments or withholdings of any nature whatsoever (together, “Taxes”), and, to the best of its knowledge, has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable, or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged, the same have been properly reflected as a liability on the books and records of the Company and adequate reserves therefore have been established.

2.7

Indebtedness; Contracts; No Defaults . Except as set forth in the SWAV Financial Statements there are no agreements, indentures, mortgages, guarantees, notes, commitments, accommodations, letters of credit or other arrangements or understandings, whether written or oral, to which the Company is a party, other than those liabilities incurred in the ordinary course of business consistent with past practices.

2.8

Real Property . The Company does not own or lease any real property other than which is stated in the Company’s SEC reports.

2.9

Compliance with Law . The Company, to the best of its knowledge, is conducting its business in material compliance with all applicable laws, ordinances, rules, regulations, court or administrative order, decree or process (“Applicable Laws”). The Company has not received any notice of violation or claimed violation of any Applicable Law.

2.10

Litigation . Other than what is disclosed in the Company’s SEC Reports, there is no claim, dispute, action, suit, proceeding or investigation pending or, to the knowledge of the Company, threatened, against the Company, or challenging the validity or propriety of the transactions contemplated by this Agreement, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, nor to the knowledge of the Company, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the twelve month period preceding the date hereof;

There is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or materially affecting the business of the Company; and

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The Company has not received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality concerning the possible violation of any Applicable Law.

2.11

Trading . The Company Common Stock is currently quoted on the OTCBB under the ticker symbol SWAV.

2.12

SEC Reports . The Company’s SEC Reports are (i) accurate and complete, (ii) contain all information required to be filed under the rules and regulations of the SEC, (iii) are not subject to any outstanding SEC comment letters or inquiries, and (iv) do not contain any false statement of fact or fail to state any fact necessary to make the facts stated therein not misleading.  The Company has never been subject to any investigation, injunction or cease and desist action by the Securities and Exchange Commission or other federal or state regulatory agency and to its Knowledge is not currently subject to such pending or threatened actions.

2.13

No Taxes . The Company is not, and will not, to the best of its knowledge, become with respect to any periods ending on or prior to the Closing Date, liable for any income, sales, withholding, franchise, excise, license, real or personal property taxes (a “ Tax ”) to any foreign, United States federal, state or local governmental agencies whatsoever. All United States federal, state, county, municipality local or foreign income Tax returns and all other material Tax returns (including information returns) that are required, or have been required, to be filed by or on behalf of the Company has been or will be filed as of the Closing Date and all Taxes due pursuant to such returns or pursuant to any assessment received by the Company have been or will be paid as of the Closing Date.  The charges, accruals and reserves on the books of the Company in respect of taxes or other governmental charges have been established in accordance with the tax method of accounting. All returns of the Company that have been filed relating to Tax are true and accurate in all material respects.  No audit, action, suit, proceeding or other examination regarding taxes for which the Company may have any liability is currently pending against or with respect to the Company and the Company has not received any notice (formally or informally) of any audit, suit, proceeding or other examination.  No material adjustment relating to any Tax returns, no closing or similar agreement have been entered into or issued or have been proposed (formally or informally) by any tax authority (insofar as such action relate to activities or income of or could result in liability of the Company for any Tax) and no basis exists for any such actions.  The Company has not changed any election, adopted or changed any accounting method or period, filed any amended return for any Tax, settled any claim or assessment of any Tax, or surrendered any right to claim any refund of any Tax, or consented to any extension or waiver of the statute of limitations for any Tax.  The Company has not had an “ownership change” as that term is defined in Section 382 of the Internal Revenue Code of 1986, as amended and in effect.

2.14

Conduct of the Business .  The Company is not a “shell” company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  From and after June 30, 2009 until the Closing Date:

(i)

The Company has not made any expenditures or entered into any commitments which, when compared to past operations of their businesses, are unusual or extraordinary or outside the scope of the normal course of routine operations;

(ii)

The Company has kept in a normal state of repair and operating efficiency all tangible personal property used in the operation of their businesses;

(iii)

The Company has used their best efforts to maintain the good will associated with their businesses, and the existing business relationships with their agents, customers, lessors, key employees, suppliers and other persons having relations with them;

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(iv)

The Company has not entered into any contract, agreement or action, or relinquished or released any rights or privileges under any contracts or agreements, the performance, violation, relinquishment or release of which could, on the date on which such contract or agreement was entered into, or such rights or privileges were relinquished or released, be reasonably foreseen to have a material adverse effect;

(v)

The Company has not made, or agreed to make, any acquisition of stock or assets of, or made loans to, any person not in the ordinary course of business;

(vi)

The Company has not sold or disposed of any assets or created or permitted to exist any encumbrance on their assets except (x) in the ordinary course of business and which could not, on the date of such sale, disposition, creation or permission, be reasonably foreseen to have a material adverse effect or (y) as otherwise permitted by this Agreement;

(vii)

The Company has kept true, complete and correct books of records and accounts with respect to their businesses, in which entries will be made of all transactions on a basis consistent with past practices and in accordance with the tax method of accounting consistently applied by the Company;

(viii)

The Company has paid current liabilities as and when they became due and have paid or incurred no fees and expenses not in the ordinary course of their businesses;

(ix)

There has been no declaration, setting aside or payment of any dividend or other distribution in respect of any Shares or any other securities of the Company (whether in cash or in kind);

(x)

The Company has not redeemed, repurchased, or otherwise acquired any of their securities or entered into any agreement to do so;

(xi)

The Company has not made any loan to, or entered into any other transaction with, any of their directors, officers, and employees;

(xii)

The Company has not made or pledged to make any charitable or other capital contribution outside the ordinary course of business; and

(xiii)

There has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business that would have a material adverse effect.

2.15

Liabilities.

(i)

Except as set forth in the Financial Statements, the Company has no liabilities or obligations. It is a condition to Closing that the Company will have no liabilities upon transfer of the Shares to the Purchaser.

(ii)

Since June 30, 2009, the Company has not:

(a)

subjected to encumbrance, or agreed to do so to any of their assets, tangible or intangible other than purchase money liens in the ordinary course of business on equipment used in the conduct of business and incurred to finance the purchase price of the equipment involved and which do not cover any other asset of the Company;

(b)

except as otherwise contemplated hereby, engaged in any transactions affecting their businesses or properties not in the ordinary course of business consistent with past practice or suffered any extraordinary losses or waived any rights of substantial value except in the ordinary course of business; or

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(c)

other than in the ordinary course of business consistent with past practice, granted or agreed to grant, or paid or agreed to pay any increase in the rate of wages, salaries, bonuses or other remuneration of any officer, director or consultant of the Company or any increase of 5% or more in the rate of wages, salaries, bonuses or other remuneration of any non-officer/director or employee or become a party to any employment contract or arrangement with any of its directors, officers, consultants or employees or become a party to any contract or arrangement with any director, officer, consultant or employee providing for bonuses, profit sharing payments, severance pay or retirement benefits, other than as set forth in any Exhibit or Schedule hereto.

2.16

ERISA Compliance .  The Company maintains no “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ ERISA ”), under which the Company or any ERISA Affiliate has any current or future obligation or liability or under which any employee of the Company or any ERISA Affiliate has any current or future right to benefits.

2.17

Compliance with Law .  To the best of its knowledge, the Company has complied with, and is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies, including any environmental laws and regulations. There are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.

2.18

Consents . No third parties consents are required to be obtained as a result of the change of control of the Company hereby.

2.19

Agreements .  The Company is not a party to any material agreement, loan, credit, lease, sublease, franchise, license, contract, commitment or instrument or subject to any corporate restriction.  True, correct and complete copies of all such loan or credit agreements have been delivered to the Purchaser.  Neither the Company nor any other party is in default under any such agreement, loan, credit, lease, sublease, franchise, license, contract, commitment, instrument or restriction.  No such instrument requires the consent of any other party thereto in order to consummate the sales of the Shares hereby.

2.20

Survival of Representations .  The representations and warranties herein by the Company are true and correct in all material respects on and as of the Closing Date with the same force and effect as though said representations and warranties had been made on and as of the Closing Date and will survive any termination of this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF CARLYLE

As a material inducement to the Company entering into this Agreement, Carlyle hereby represents, and warrants to the Company the following (except as may be otherwise disclosed on a Schedule attached to this Agreement), in each case as of the date of this Agreement and the Closing Date, unless otherwise specifically provided:

3.1

Due Organization and Qualification; Due Authorization .

(i)

Carlyle is duly organized, validly existing and in good standing in the state of formation with full corporate power and authority to own, lease and operate its respective businesses and properties and to carry on such businesses in the places and in the manner as presently conducted or proposed to be conducted. Carlyle is  good standing as a foreign corporation in each jurisdiction in which its properties are owned, leased or operated, or the business conducted requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Carlyle.

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(ii)

Carlyle has all requisite power and authority to execute and deliver this Agreement, and to consummate the Transaction contemplated hereby and thereby. Carlyle has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the Transaction contemplated hereby, and this Agreement constitutes the valid and binding obligation of Carlyle, enforceable against Carlyle, in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

3.2

No Conflicts or Defaults . The execution and delivery of this Agreement by Carlyle and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the governing documents of Carlyle, or (b) with or without the giving of notice or the passage of time, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which Carlyle is a party or by which Carlyle or any of its assets are bound, or any judgment, order or decree, or any law, rule or regulation to which its assets are subject, (ii) result in the creation of, or give any party the right to create, any lien upon any of the assets of Carlyle, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform any material agreement, arrangement or commitment to which Carlyle is a party or by which Carlyle or any of its assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which Carlyle is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

3.4

Financial Information.

(i)

Financial Statements. Carlyle has furnished the Company with (a) an audited Balance Sheet and Statement of Income and Cash Flow as of and for the 2008 fiscal year (collectively, the “Financial Statements”) and (b) an unaudited Balance Sheet and Statement of Income for the interim months ended through June 30, 2009 (“Most Recent Financial Statement”). Except as set forth in Schedule 3.4(i) , the Financial Statements and Most Recent Financial Statement have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied, present fairly in all material respects the financial condition of the Company as of such dates and the results of its operations and cash flows for such periods, and are consistent with the books and records of Carlyle; provided, however, that the interim financial statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and the lack of footnotes and other presentation items. No event has occurred since the date of the Most Recent Financial Statement that would adversely affect the previous sentence.

3.10

Title to Shares and Assets . Masselli is the legal and beneficial owner of the Carlyle Shares constituting one hundred percent (100%) of the issued and outstanding equity securities of Carlyle and all voting and investment power and upon consummation of the Transaction contemplated herein.  All of the outstanding shares of Carlyle are duly authorized, validly issued, fully paid and nonassessable, and have not been or, will not be transferred in violation of any rights of third parties.  The Company will acquire from Masselli good and marketable title to the Carlyle Shares, free and clear of all any restrictions on transfer, liens, pledges, security interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands of any kind, nature or description, whatsoever. Masselli is not a party to any option, warrant, purchase right, or other contract or commitment that could require Masselli to sell, transfer, or otherwise dispose of any capital stock of Carlyle (other than this Agreement). Masselli is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Carlyle.

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ARTICLE IV

TRANSACTION SHARES

4.1

Purchase for Investment .  The Company acknowledges that the Carlyle Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and is being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering. SWAV has such knowledge and experience in financial and business matters that the Company is capable of evaluating the merits and risks of the Carlyle Shares issued in connection with this Agreement.  SWAV has received certain information concerning Carlyle and has had the opportunity to obtain additional information as desired by Carlyle in order to evaluate the merits and the risks inherent in holding the Carlyle Shares. The Company is able to bear the economic risk and lack of liquidity inherent in holding the Carlyle Shares for an indefinite period of time. The Company is acquiring the Carlyle Shares for investment and not with a view toward or for sale or distribution thereof within the meaning of the Securities Act, or with any present intention of distributing or selling the Carlyle Shares within the meaning of the Securities Act. The Company acknowledges and agrees that after the Closing Date, the Carlyle Shares may be not sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration available under the Securities Act or such state securities laws.

The certificates representing Carlyle Shares will bear a legend which states, in all material effect the following:

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS RESTRICTED SHARE AGREEMENT AND THE SECURITIES UNDERLYING THIS RESTRICTED SHARE AGREEMENT MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER, OR OTHER DISPOSITION SHALL HAVE BEEN REGISTERED UNDER SAID ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A LEGAL OPINION SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH SECURITIES MAY BE LEGALLY SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION AND COMPLIANCE .

4.2

Restricted Securities . The Company understands that the Carlyle Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Carlyle Shares or any available exemption from registration under the Securities Act, the Carlyle Shares must be held indefinitely. The Company is aware that the Carlyle Shares may not be sold pursuant to Rule 144 promulgated under the Act unless all of the conditions of that Rule are met.  Among the conditions for use of Rule 144 may be the availability of current information to the public about the Company.

ARTICLE V

COVENANTS

5.1

Further Assurances . Each of the Parties shall use reasonable commercial best efforts to proceed promptly with the Transaction contemplated hereby, to fulfill the conditions precedent for such party’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions of this Agreement and to consummate the transactions contemplated herein.

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5.2

Operation of Business . From the date hereof through the date of the Closing Date, except as expressly provided herein, the Company will:

(i)

Continue its business only in ordinary course;

(ii)

Not, without the written consent of the other party:

(a)

pay any dividends;

(b)

make loans to stockholders or employees; and

(c)

issue any additional shares that would materially change the structure and equity ownership position as set forth herein.

(iii)

Report to the other party any indication of potential material adverse factors in its business or any litigation that may be threatened whereby one of the parties would be a defendant.

5.3

Directors and Officers.

On the Closing Date (i) Pui San Lam and Vanleo Y.W. Fung shall resign from all of their positions with the Company and its board of directors and (ii) Sandy J. Masselli shall be appointed as a director of the Company’s Board of Directors and as the Company Chief Executive and President.

Each director shall hold office until the first meeting of the shareholders of the Company, or until his successor is elected or appointed.  The election of subsequent directors shall take place thereafter in accordance with the provisions of the by-laws of the Company and state statutes.  Subject to the provisions of the state statutes, the Board shall manage or supervise the management of the business and affairs of Company.

ARTICLE VI

DELIVERIES

6.1

Items to be delivered to Carlyle prior to or at Closing by the Company .

(i)

Company Certified Shareholder list;

(ii)

Resolution from the Company’s Board approving the execution and delivery of this Agreement by the Company and to consummated the Transaction;

(iii)

Certificates or proper instructions to the Company’s Transfer Agent representing or authorizing and directing the issuance of the SWAV Shares to Carlyle;

(iv)

Resignation of Pui San Lam and Vanleo Y.W. Yung from the Company’s Board of Directors and officers of the Company;

(v)

Election of the New Directors to fill vacancy;

(vi)

Officer’s Certificate; and

(vii)

Such other documents that are reasonable and requested by Carlyle as it deems necessary for the consummation of this transaction.

6.2

Items to be delivered to the Company prior to or at Closing by Carlyle .

(i)

Carlyle Certified Shareholder List;

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(ii)

Duly executed transfer documents and medallion signature original stock certificates from Masselli transferring the Carlyle Shares;

(iii)

Resolutions from the Board of Directors of Carlyle approving the Transaction contemplated hereby;

(iv)

Such other documents that are reasonable and requested by the Company as it deems necessary for the consummation of this Transaction.

ARTICLE VII

CONDITIONS PRECEDENT

7.1

Conditions Precedent to Closing . The obligations of the each of the Parties under this Agreement shall be and are subject to fulfillment of the other party, prior to or at the Closing Date, of each of the following conditions:

(i)

That each of the representations and warranties of the Parties contained herein shall be true and correct at the time of the Closing Date as if such representations and warranties were made at such time except for changes permitted or contemplated by this Agreement; and

(ii)

That the Parties shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing Date.

7.2

Conditions to Obligations of Company. The obligations of the Company shall be subject to fulfillment prior to or at the Closing Date, of each of the following conditions:

(i)

Carlyle shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement.

(ii)

Receipt of resignation of Pui San Lam and Vanleo Y.W. Fung from the Company’s Board of Directors and as officers of the Company; and

(iii)

Appointment of Masselli as a director of the Board of Directors and as the Company’s Chief Executive Officer and President.

7.3

Conditions to Obligations of Carlyle. The obligations of Carlyle shall be subject to fulfillment at or prior to or at the Closing Date, of the following condition:

(i)

The Company shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement.

(ii)

The Company shall have sold its sole and wholly-owned subsidiary, SWAV Holdings, Inc., to SWAV insiders (or their constituents) prior to or, simultaneous with, the Closing.

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ARTICLE VIII

INDEMNIFICATION

8.1

Indemnity by Company . The Company agrees as to defend, indemnify and hold harmless Carlyle from and against, and to reimburse Carlyle with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (collectively the “Losses”) asserted against or incurred by Carlyle by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by the Company or in any document or certificate delivered by the Company pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.

8.2

Indemnity by Carlyle . Carlyle agrees to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all Losses, including, without limitation, reasonable attorneys’ fees and disbursements asserted against or incurred by the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by Carlyle or in any document or certificate delivered by Carlyle pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.

8.4

Indemnification Procedure . A party (an “Indemnified Party”) seeking indemnification shall give prompt notice to the other party (the “Indemnifying Party”) of any claim for indemnification arising under this Article 8. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party’s own cost and expense, including the cost and expense of reasonable attorneys’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.

ARTICLE IX

TERMINATION

9.1

Termination . This Agreement may be terminated at any time before or at Closing Date by:

(i)

The mutual agreement of the Parties;

(ii)

Any party at any time before or at the Closing Date if:

(a)

Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished; or

(b)

Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement;

(iii)

The voluntary or involuntary filing of any of the Parties for protection under the bankruptcy laws and regulations.

(iv)

Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred.

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ARTICLE X

MISCELLANEOUS

10.1

Survival of Representations, Warranties and Agreements . All representations and warranties and statements made by a party to in this Agreement or in any document or certificate delivered pursuant hereto shall survive the Closing Date for two years. Each of the parties hereto is executing and carrying out the provisions of this agreement in reliance upon the representations, warranties and covenants and agreements contained in this agreement or at the closing of the transactions herein provided for and not upon any investigation which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

10.2

Access to Books and Records . During the course of this transaction through the Closing Date, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The Parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.

10.3

Further Assurances . If, at any time after the Closing Date, the parties shall consider or be advised that any further deeds, assignments or assurances in law or that any other things are necessary, desirable or proper to complete the merger in accordance with the terms of this agreement or to vest, perfect or confirm, of record or otherwise, the title to any property or rights of the parties hereto, the Parties agree that their proper officers and directors shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary, desirable or proper to vest, perfect or confirm title to such property or rights and otherwise to carry out the purpose of this Agreement, and that the proper officers and directors the parties are fully authorized to take any and all such action.

10.4

Notice . All communications, notices, requests, consents or demands given or required under this Agreement shall be in writing and shall be deemed to have been duly given when delivered to, or received by prepaid registered or certified mail or recognized overnight courier addressed to, or upon receipt of a facsimile sent to, the party for whom intended, as follows, or to such other address or facsimile number as may be furnished by such party by notice in the manner provided herein:

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10.5

Entire Agreement . This Agreement and any instruments and agreements to be executed pursuant to this Agreement, sets forth the entire understanding of the parties hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter and may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under such provision.

10.6

Successors and Assigns . This Agreement shall be binding upon, enforceable against and inure to the benefit of, the Parties hereto and their respective, successors and assigns, and nothing herein is intended to confer any right, remedy or benefit upon any other person. This Agreement may not be assigned by any party hereto except with the prior written consent of the other parties, which consent shall not be unreasonably withheld.

10.7

Governing Law . This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Nevada applicable to agreements made and fully to be performed in such state, without giving effect to conflicts of law principles.

10.8

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

10.9

Construction . Headings contained in this Agreement are for convenience only and shall not be used in the interpretation of this Agreement. References herein to Articles, Sections and Exhibits are to the articles, sections and exhibits, respectively, of this Agreement. As used herein, the singular includes the plural, and the masculine, feminine and neuter gender each includes the others where the context so indicates.

10.10

Severability . If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be interpreted and enforceable as if such provision were severed or limited, but only to the extent necessary to render such provision and this Agreement enforceable.

10.11

Expenses . Each Party shall separately pay for their respective costs of legal services, accounting, auditing, communications and due diligence in connection with the transactions contemplated hereby.

10.12

Announcements . Except as and to the extent required by law or regulatory authority or so advised by its legal advisors, neither of the Parties shall make a public announcement regarding the transactions contemplated hereby without the prior written consent of the other. In the event that either party is required by law or by federal securities law or so advised by its legal advisors to either (i) file any document with the SEC that discloses the transactions contemplated hereby, or (ii) to make a public announcement regarding the transactions contemplated hereby, the party making the disclosures, etc. shall provide the other party with a copy of the disclosure and the reason that such disclosure is required and the time and place that the disclosure was made or shall be made.

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IN WITNESS WHEREOF , each of the parties hereto has executed this Agreement first set forth above.

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Exhibit 10.3

SUBSIDIARY STOCK PURCHASE AGREEMENT

This SUBSIDIARY STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 21, 2009, between SWAV Enterprise Ltd., a Nevada corporation (the “Company”), and Pui Shan Lam (the “Purchaser”).

WHEREAS , the Company is a party to that certain Share Purchase Transaction Agreement (the “Transaction Agreement”) with Carlyle Gaming Limited, a Canadian company (“Carlyle”) pursuant to which the Company has agreed to purchase Carlyle;

WHEREAS , SWAV Holdings, Inc. (“SWAV Holdings”) is the sole and wholly-owned subsidiary of the Company;

WHEREAS , it is a condition precedent to the consummation of the transactions contemplated by the Transaction Agreement that the Company sell SWAV Holdings to the Purchaser;

WHEREAS , the Purchaser is willing to accept all of the outstanding capital stock of SWAV Holdings together with all of the liabilities and obligations of SWAV Holdings together with specified obligations and liabilities of the Company;

NOW THEREFORE , in consideration of the foregoing and the terms and conditions hereof, the parties hereto agree as follows:

ARTICLE I:

PURCHASE AND SALE OF STOCK AND SPECIFIED OBLIGATIONS

Section 1.1

TRANSFER OF SWAV HOLDINGS

Subject to the terms and conditions hereof, on the Closing Date (as defined below), the Company shall sell, convey, transfer, assign and deliver to the Purchaser and the Purchaser shall purchase from the Company all of the issued and outstanding common shares of SWAV Holdings, free of all liens, charges or other encumbrances (the “Subsidiary Stock”).

Section 1.2

THE CLOSING

The purchase of the SWAV Holdings Shares shall take place at the law office of The Sourlis Law Firm located at The Galleria, 2 Bridge Avenue, Red Bank, New Jersey 07701 or such other place as the Parties may agree to within two business days after the satisfaction of all conditions set forth herein (the “Closing”) on or about September 21, 2009 (the “Closing Date”).

Section 1.3

DELIVERIES AT THE CLOSING

On the Closing Date in order to effectuate the transfer of SWAV Holdings Stock:

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Section 1.4

PURCHASE PRICE

Subject to the terms and conditions of this Agreement, the purchase price for SWAV Holdings Stock (the “Purchase Price”) shall be $100.00 (USD).

ARTICLE II:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Purchaser, as of the date of this Agreement and as of the Closing (which representations and warranties shall survive the Closing Date to the extent provided for herein):

Section 2.1

GOOD TITLE

SWAV Holdings Stock is owned by the Company with good and marketable title thereto, free and clear of any Encumbrance.

Section 2.2

ORGANIZATIONS, GOOD STANDING

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The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted.

SWAV Holdings is a corporation duly incorporated, validly existing and in good standing under the laws of the Province of Alberta, Canada, and has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted.

Section 2.3

AUTHORIZATION

The Company has the full corporate power and authority enter into this Agreement and each of the documents to which it is a party, and to carry out the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company, and this Agreement is, and will be, on the Closing Date, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with the terms of this Agreement.

Section 2.4

NO APPROVALS OR NOTICES REQUIRED; NO CONFLICTS WITH INSTRUMENTS

The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not (a) constitute any violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the Company, or (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority(a “Person”).

ARTICLE III:

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Each Purchaser represents and warrants to the Company, as of the date of this Agreement and as of the Closing Date (which representations and warranties shall survive the Closing to the extent provided for herein):

Section 3.1

AUTHORITY

The Purchaser has full power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly executed and delivered the Purchaser, and this Agreement is, and will be, on the Closing Date, a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

Section 3.2

NO APPROVALS OR NOTICES REQUIRED; NO CONFLICTS WITH INSTRUMENTS

The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the Purchaser, or (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person.

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Section 3.4

SATISFACTION OF COMPANY OBLIGATIONS

Upon the sale of SWAV Holdings to the Purchaser, the Company shall have no further material debts or liabilities.

ARTICLE IV:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER

The obligations of the Purchaser to perform and observe the covenants, agreements and conditions hereof to be performed and observed by them at or prior to the Closing Date shall be subject to the satisfaction of the following conditions on or prior to the Closing Date, which condition may be expressly waived in writing by Purchaser.

Section 4.1

ACCURACY OF REPRESENTATIONS AND WARRANTIES

The representations and warranties of the Company contained herein shall have been true in all material respects when made and shall be true as of the Closing Date as though made on that date, except as affected by transactions contemplated hereby and except to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true in all material respects as of the specified date.

Section 4.2

PERFORMANCE OF AGREEMENT

The Company shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions contained in this Agreement to be performed and complied with by them at or prior to the Closing Date.

Section 4.3

DELIVERY OF SHARES

The Purchaser shall have received certificates representing SWAV Holdings Stock together with stock powers duly endorsed in blank.

Section 4.4

CONSENTS

The Company shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement.

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ARTICLE V:

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY

The obligations of the Company to perform and observe the covenants, agreements and conditions hereof to be performed and observed by it at or prior to the Closing Date shall be subject to the satisfaction of the following conditions on or prior to the Closing Date, which conditions may be expressly waived in writing by the Company.

Section 5.1

ACCURACY OF REPRESENTATIONS AND WARRANTIES

The representations and warranties of the Purchaser contained herein shall have been true in all material respects when made and shall be true in all material respects as of the Closing Date as though made on that date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified date.

Section 5.2

PERFORMANCE OF AGREEMENT

The Purchaser shall have performed all obligations and agreements and complied with all covenants and conditions contained in this Agreement to be performed and complied with by them at or prior to the Closing Date.

ARTICLE VI:

TERMINATION

Section 6.1

This Agreement may be terminated at any time prior to the Closing:

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Section 6.2

In the event of termination of this Agreement pursuant to this Article VI, written notice thereof shall be given as promptly as practicable to the other party to this Agreement and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein (a) there shall be no liability or obligation on the part of the Company, the Purchaser, or their respective officers, directors and affiliates, and all obligations of the parties shall terminate, except for that a party that is in material breach of its representations, warranties, covenants, or agreements set forth in this Agreement shall be liable for damages occasioned by such breach, including without limitation any expenses, including the reasonable fees and expenses of attorneys, accountants and other agents, incurred by the other party in connection with this Agreement and the transactions contemplated hereby; provided, however, that the Purchaser shall not be deemed to be in material breach of this Agreement solely by reason of its inability to satisfy one or more of the conditions set forth in Article III if the Purchaser is attempting to satisfy such conditions in good faith.

ARTICLE VII:

GENERAL

Section 7.1

COOPERATION

Each party hereto will fully cooperate with the other party, its counsel and accountants in connection with any steps required to be taken as part of its obligations under this Agreement. Each party will use its reasonable best efforts to cause all conditions to this Agreement to be satisfied as promptly as possible and to obtain all consents and approvals necessary for the due and punctual performance of this Agreement and for the satisfaction of the conditions hereof. No party will undertake any course of action inconsistent with this Agreement or which would make any representations, warranties or agreements made by such party in this Agreement untrue or any conditions precedent to this Agreement unable to be satisfied at or prior to the Closing.

Section 7.2

CONFIDENTIALITY

In connection with the transactions contemplated herein, the Company and the Purchaser is furnishing each other with certain information which is nonpublic, confidential or proprietary in nature. All such information furnished by one party to the other or its representatives is hereinafter referred to as the “Confidential Information.” As used in this Agreement, the “representatives” of any party shall mean such party’s officers, employees, agents or other representatives, including, without limitation, attorneys, accountants, consultants and financial advisors. In consideration of each party being furnished with the Confidential Information of the other, each party agrees that:

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Section 7.3

FURTHER ACTS

After the Closing Date, each party hereto, at the request of and without any further cost or expense to the other parties, will take any further actions necessary or desirable to carry out the purposes of this Agreement.

Section 7.4

AMENDMENT

The parties may amend, modify or supplement this Agreement at any time, but only in writing duly executed on behalf of each of the parties to be bound thereby.

Section 7.5

 SURVIVAL OF WARRANTIES

The representations and warranties contained in this Agreement shall survive the Closing for a period of three (3) years from the Closing.

Section 7.6

EXPENSES

Each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby whether or not the transactions contemplated hereby are consummated.

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Section 7.7

COUNTERPARTS

This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 7.8

HEADINGS

The headings preceding the text of Articles and Sections of this Agreement are for convenience only and shall not be deemed parts thereof.

Section 7.9

APPLICABLE LAW

Company and the Purchaser hereby submit and consent to the exclusive venue and jurisdiction of the State of Nevada in respect of the interpretation and enforcement of the provisions of this Agreement, and hereby waive and agree not to assert as a defense in any action, suit or proceeding for the interpretation or enforcement of this Agreement, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that this Agreement may not be enforced in or by said courts or that its property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or that the venue of the suit, action or proceeding is improper. Company and the Purchaser agree that service of process may be made in any manner permitted by the laws of the State of Delaware or the federal laws of the United States in any such action, suit or proceeding against Company or the Purchaser with respect to this Agreement. Service of process upon such authorized agent shall be deemed, in every respect, effective service of process upon Company or the Purchaser and shall remain effective until Company or the Purchaser shall appoint another agent for service or process acceptable to the other Party. Company and the Purchaser agree that final judgment (with all right of appeal having expired or been waived) against it in any such action, suit or proceeding shall be conclusive and that the other Party is entitled to enforce such judgment in any other jurisdiction by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of indebtedness arising from such judgment.

Section 7.10

PARTIES IN INTEREST

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto, whether herein so expressed or not, but neither this Agreement nor any of the rights, interests or obligations hereunder of any party hereto shall be assigned without the prior written consent of the other party. This Agreement is not intended, nor shall it be construed, to confer any enforceable rights on any person not a party hereto.

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Section 7.11

FORCE MAJEURE.

Neither party hereto shall be liable for failure to perform any obligation under this Agreement if such failure to perform is caused by the occurrence of any contingency beyond the reasonable control of such party, including, without limitation, fire, flood, strike or other industrial disturbance, failure of transport, accident, war, riot, insurrection, act of God or order of governmental agency or act of terrorism. Performance shall be resumed as soon as is possible after cessation of such cause. However, if such inability to perform continues for more than ninety (90) days, the other party may terminate this Agreement without penalty and without further notice.

[REMAINDER OF PAGE LEFT BLANK]

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date written above.

THE COMPANY:

SWAV ENTERPRISE, LTD.

By: /s/ Pui Shan Lam
Pui Shan Lam
President and Chief Executive Officer

THE PURCHASER:

/s/ Pui Shan Lam
Pui Shan Lam

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