ASSET PURCHASE AGREEMENT

           THIS ASSET PURCHASE AGREEMENT (the "Agreement"), made and entered into this 26 ^th day of April 2010 (the "Effective Date") by and between SWAV Enterprises Ltd., a Nevada corporation (“SWAV” or the “Company”), and Lotus Holding Limited (“Lotus” or the “Seller”).

WITNESSETH:

           WHEREAS , the Company is a publicly held company quoted on the OTC Bulletin Board under the ticker symbol “SWAV”;

           WHEREAS , the Seller is a privately held company; and

           WHEREAS, SWAV desires to purchase 100% of the title and ownership rights to the certain assets of the Seller listed on Schedule A to this Agreement (the “Assets”) in consideration for 2,265,230 shares of common stock , par value $0.001 per share, of SWAV (the “Purchase Price”) pursuant to the terms and conditions herein set forth.

           WHEREAS, Lotus desires to sell 100% of the title and ownership rights to the Assets in consideration for the Purchase Price pursuant to the terms and conditions herein set forth;

           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   (a)       The Transaction . Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), the Company shall purchase from the Seller the Seller’s Assets listed on Schedule A attached hereto (the “Property”) and the Seller shall sell the Property to the Purchaser. At any time, and from time to time, upon request of the Company after the Closing Date, the Parties 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 (the “Transaction”), as shall be necessary to effectuate the transfer of the Property 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.

          (b)      “Property” means the entire right, title and interest in and to all proprietary rights of every kind and nature with respect to the Assets, including without limitation all rights and interests pertaining to or deriving from:

          (i)      patents, copyrights, technology, know-how, processes, trade secrets, inventions, works, proprietary data, formulae, research and development data and computer software programs;

          (ii)      all trademarks;

          (iii)      all registrations, applications, recordings, licenses, common-law rights and Contractual Obligations relating thereto;

          (iv)      all actions and rights to sue at law or in equity for any past, present or future infringement or other impairment thereto, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, divisions or other extensions of legal protections pertaining thereto; and

          (v)      domain names, rights of privacy and publicity, moral rights, and proprietary rights of any kind or nature, however denominated, throughout the world in all media now known or hereinafter created.

1.2        The Purchase Price . In consideration of the Property, the Company shall pay to the Seller 2,265,230 shares of common stock, par value $0.001 per share (the “Purchase Price”).

1.3       Time and Place of Closing . The Transaction shall be consummated at the law offices of The Sourlis Law Firm located at 214 Broad Street, 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 April 26, 2010 (the “Closing Date”).

ARTICLE II
CONDITIONS PRECENDENT

2.1        Conditions Precedent to the Consummation of the Transaction. The obligations of the Company pursuant this Agreement shall be subject to the satisfaction or waiver by the Company of the following conditions: (a) the execution of the Seller of this Agreement and all agreements contemplated by this Agreement; (b) the obtaining of board approval and any and all requisite regulatory, administrative, governmental or third party authorizations and consents; (c) the absence of a material adverse change in the condition (financial or otherwise) of the Property; (d) the absence of pending or threatened material litigation, claims or investigations or other matters affecting the Seller or the Property; (e) satisfactory completion by the Company of its due diligence of the Seller; and (f) confirmation that the representations and warranties of the Seller are true and correct in all material respects.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER

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

3.1        Due Organization and Qualification; Due Authorization .

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3.2        Financial Statements . The Seller’s financial statements delivered to the Company pursuant to this Agreement and the financial statements delivered to the Company during the Company’s due diligence of the Seller are accurate and complete in all material respects.

3.3       Material Documents . Schedule 3.3 discloses all material contracts, commitments and liabilities, direct, indirect or contingent, of the Seller regarding the Property.

3.4       Liabilities . Except as disclosed on Schedule 3.4, there are no liabilities, whether written or oral, with respect to the Property. 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 Property.

            The Seller 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.

3.5       Material Adverse Change . Except as disclosed on Schedule 3.5 , there have been are no material adverse changes to the Seller or the Property.

3.6        Litigation . Except as disclosed on Schedule 3.6 , there is no claim, dispute, action, suit, proceeding or investigation pending or, to the knowledge of the Seller, threatened, against the Seller, 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 Seller, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the twelve month period preceding the date hereof;

3.7       Compliance . Except as disclosed on Schedule 3.7 , the Seller is in compliance with all material laws and regulations applicable to the Property.

3.8       No Conflicts or Defaults . The execution and delivery of this Agreement by the Seller and the consummation of the Transaction contemplated hereby do not and shall not (a) contravene the charter documents of the Seller, 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 Seller is a party or by which the Seller is bound, or any judgment, order or decree, or any law, rule or regulation to which the Seller 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 the Property, (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 Seller is a party or by which the Seller’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 Seller 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.

3.9       Taxes . The Seller has 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 Seller and adequate reserves therefore have been established.

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3.10       Compliance with Law . The Seller, 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 Seller has not received any notice of violation or claimed violation of any Applicable Law.

3.11       Survival of Representations . The representations and warranties herein by the Seller 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 IV
REPRESENTATIONS AND WARRANTIES OF COMPANY

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

4.1       Due Organization and Qualification; Due Authorization .

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.

ARTICLE VI
DELIVERIES

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

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6.2       Items to be delivered by the Company to the Seller at the Closing.

ARTICLE VII
INDEMNIFICATION

7.1        Indemnity by the Seller. The Seller agrees as to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company 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 the Company 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 Seller or in any document or certificate delivered by the Seller pursuant to the provisions of this Agreement or in connection with the Transactions contemplated thereby.

7.2       Indemnity by the Company. The Company agrees to defend, indemnify and hold harmless the Seller from and against, and to reimburse the Seller with respect to, all Losses, including, without limitation, reasonable attorneys’ fees and disbursements asserted against or incurred by the Seller 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 Company or in any document or certificate delivered by Company pursuant to the provisions of this Agreement or in connection with the Transactions contemplated thereby.

7.3        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 7. 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.

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ARTICLE VIII
TERMINATION

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

ARTICLE IX
MISCELLANEOUS

9.1        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.

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

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9.3        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 Transactions contemplated by 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.

9.4        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:

If to Company:

SWAV Enterprises, Ltd.
Suite 2806, 505 - 6th Street SW
Calgary, Alberta T2P 1X5
Attention: Pui Shan Lam
Phone: (403) 237-8330

With copies to:

The Sourlis Law Firm
214 Broad Street
Red Bank, New Jersey 07701
Attention: Virginia K. Sourlis, Esq.
Phone No.: (732) 530-9007
Fax No.: (732) 530-9008
Email: Virginia@SourlisLaw.com

If to the Seller:

Joerg Ott
Lotus Holdings Limited
Managing Member
Otto-Spesshardt-Str. 16
Eisenach 99817
Germany

9.5        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.

9.6        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.

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9.7       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.

9.8       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.

9.9        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.

9.10      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.

9.11      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.

9.12      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 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.

THE COMPANY:

SWAV ENTERPRISES LTD.

By: /s/ Joerg Ott
Name: Joerg Ott
Title: Chief Executive Officer

THE SELLER:

LOTUS HOLDINGS LIMITED

By: /s/ Joerg Ott
Name: Joerg Ott
Title: Managing Member

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The following is a description of the Lotus assets purchased by SWAV:

Tool Box Assets

Written in: Java/Xpages
Component assets: “Wingman” concept, dynamic charting, digest-based data model, branding, forced UNIDs
Implementing customers: None
Squawk™ is the revolutionary lightweight social networking solution. Like Twitter™ for the enterprise, it is a simple, yet incredibly powerful collaboration solution. Based on Lotus Domino Xpages technology, it is easy to deploy, highly scalable, and integrated with the rest of the Lotus portfolio, including Domino, Quickr, Connections, Sametime, and Websphere Portal.
Often referred to as micro-blogging, the purpose of Squawk™ is to share knowledge and collaborate in a community with similar interests in near real-time. Squawk™ has the brevity and immediacy of instant messaging with the value of continuity and open collaboration.
Squawk™ can be installed in your environment in just seconds, or it is available as a web service that can be integrated with and even embedded into your existing applications. Since it is based on Lotus Domino, the application can be replicated to multiple servers and synchronized or even clustered for distributed processing and high availability supporting tens of thousands of users.

The business value of Squawk:

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Crowded Wisdom™ is a social idea management and business decision support solution. Featuring a sophisticated Web 2.0 interface, Crowded Wisdom allows employees, customers, vendors and partners to share ideas that can then be quickly and easily evaluated on multiple criteria by the defined community. Ideas can be contributed by anyone at any time, and become immediately available for other users to add to their personal Wishlist.

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Component assets: Asterisk dial plan assembler, SIP presence tracking, Sametime click-to-call plugin, Sametime Bluetooth binding plugin
Implementing customers: None

TruePresence™ PBX: No need to implement a separate and expensive phone system. Just plug in the appliance or install the software on your existing server hardware, configure it for your network, and plug in the IP phones of your choice (and/or softphones), and you have an advanced phone system with all the features you would expect and no recurring annual fees.
IBM Lotus Sametime Real-time Collaboration: The TruePresence™ appliance includes an integrated Sametime server with enterprise instant messaging and public chat network interoperability, VoIP services, mobile access, video chats, and web conferencing capabilities all with the security features required for business use. The Sametime Chat client is an extensible application platform that exposes all of these services and runs on Windows, Macintosh, and even Linux desktops. But many of these features can also be easily accessed from everyday applications such as Lotus Notes, Symphony, Quickr, Websphere Portal, Microsoft Office, Sharepoint, Microsoft Outlook, web browsers, and even mobile devices.
TruePresence™ for Sametime adds the powerful integration to truly unify your communications and collaboration solutions. Features such as Phone Status Awareness (e.g., "on the phone"), Instant Phone Conference Bridge from Sametime, Instant Web Meetings with Integrated Telephony Services.

Strong security with content and identity control: The Lotus Sametime Instant Messaging server can be connected to public instant messaging networks such as AOL, Yahoo!, and GoogleTalk, allowing you to control your users' identities, log all activity, and encrypt confidential communications rather than have a “free-for-all” of unsecured public tools.
IP Telephony Integration: TruePresence™ for Sametime can be used with the TruePresence™ PBX or customized to work with your telephony system of choice.
TruePresence™ Ultimate Small Business Server: This all-in-one solution based on Lotus Foundations™ includes all of the TruePresence™ features on a secure Linux-based server with email, collaborative applications, instant messaging, IP telephony PBX, directory, file & print services, firewall, anti-virus, anti-spam, integrated backup, automatic updates, autonomic recovery, and remote access.

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The business value of UCC

“Bones” Health Care

‘Bones’ Health Care is a electronic health recording (EHR) technology designed to be used at point-of-care, such as a hospital, clinic, or physician’s office. Based around a sophisticated touch sensitive interface, it allows the patient and physician to securely enter data (HIPPA / CCHIT compliant), interact with patient history information, and various data bases (such as prescription drug information) and in parallel, will automatically codes and bills the encounter to the appropriate insurance provider. ‘Bones’ provides a multitude of advantages including increasing physician efficiency, and where the product is a self contained technology, it reduces or eliminates the need for IT support.

OUTPUT! Ltd.

OUTPUT! Ltd (Professional Trainers for Sales) provides uniquely customized sales, negotiation, CRM utilization, customer care and sales management training to companies and individuals across the U.S. and the EU to help sales organizations become more productive in their sales communication with their customers. Through the quick & easy implementation of our unique sales methodology and systems, we help our clients’ entire sales staff to increase sales effectiveness which has proven to increase top line revenue while lowering costs and increasing margins. OUTPUT! focuses on Telecommunications, Telemarketing and Software Sales Organizations. OUTPUT! is currently working with 65 customers in Europe and the US.

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NON -AFFILIATE STOCK PURCHASE AGREEMENT

           STOCK PURCHASE AGREEMENT , dated as of April 26, 2010 (this “ Agreement ”), by and between the person designated as the Purchaser on the signature page hereto (the “ Purchaser ”) and the person designated as the Selling Stockholder on the signature page hereto (the “ Selling Stockholder ,” 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 from the Selling Stockholder an aggregate number of shares of common stock of SWAV Enterprises, Ltd., a Nevada corporation (“ Company ”) as set forth on the signature page hereto, designated as the “Shares”; and the Selling Stockholder wishes to sell the Shares of the Company to the Purchaser, for an aggregate purchase price as set forth on the signature page hereto (the “ Purchase Price ”).

           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 Stockholder agrees to sell, assign, transfer and deliver the Shares to the Purchaser, and the Purchaser agrees to purchase the Shares from the Selling Stockholder.

          1.2      The Closing . The purchase of the Shares shall take place at the law office of The Sourlis Law Firm located at 214 Broad Street, Red Bank, New Jersey 07701 within two business days after the satisfaction of all conditions set forth herein (the “ Closing ”) on or about April 15, 2010 (the “ Closing Date ”).

          1.3      Instruments of Conveyance and Transfer . At the Closing, the Selling Stockholder shall deliver (i) a certificate(s) representing the Shares being purchased by the Purchaser (“ Certificate(s) ”) and (ii) a stock power, 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 paid on the Closing Date.

ARTICLE 2
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLING
SECURITYHOLDER

          Unless specifically stated otherwise, the Selling Stockholder 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:

          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      Ownership . 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.

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

          2.5      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.

          3.2       Accredited Investor . Purchaser represents and warrants that Purchaser is an accredited investor as defined by the Securities Act of 1933, as amended, and that the purchase of or sale of the Shares does not or will not conflict with or result in any breach of the terms, conditions, or provisions of any agreements or instruments to which they may become a party.

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ARTICLE 4
THE CLOSING

          4.1      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.

          4.2      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 Sourlis Law Firm (i) a fully executed copy of this Agreement, (ii) the Shares and (iii) a stock power for delivery of the Shares to the Purchaser.

                      (b)       Delivery by the Purchaser . The Purchaser shall deliver to The Sourlis Law Firm (i) a fully executed copy of this Agreement and (ii) the Purchase Price.

ARTICLE 5
MISCELLANEOUS

          5.1      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.

          5.2      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).

          5.3      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.

          5.4      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.

          5.5      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.

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          5.6       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.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO IMMEDIATELY FOLLOW]

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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/ Joerg Ott                  
Signature Above

Joerg Ott                        
Print Name Above

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AFFILIATE STOCK PURCHASE AGREEMENT

           STOCK PURCHASE AGREEMENT , dated as of April 26, 2010 (this “ Agreement ”), by and between the person designated as the Purchaser on the signature page hereto (the “ Purchaser ”) and the persons designated as the Selling Stockholder on the signature page hereto (the “ Selling Stockholder ,” 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 number of shares of common stock of SWAV Enterprises, Ltd., a Nevada corporation (“ Company ”) as set forth on the signature page hereto, designated as the “Shares”; and the Selling Stockholder wishes to sell the Shares of the Company to the Purchaser for an aggregate purchase price as set forth on the signature page hereto (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 Stockholder agree to sell, assign, transfer and deliver their Shares to the Purchaser, and the Purchaser agrees to purchase the Shares from the Selling Stockholder.

          1.2  The Closing . The purchase of the Shares shall take place at the law office of The Sourlis Law Firm located at 214 Broad Street, Red Bank, New Jersey 07701 within two business days after the satisfaction of all conditions set forth herein (the “ Closing ”) on or about April 26, 2010 (the “ Closing Date ”).

          1.3  Instruments of Conveyance and Transfer . At the Closing, the Selling Stockholder shall deliver a certificate(s) representing the Shares to the Purchaser in the name of the Purchaser (“ Certificate(s) ”) and a stock power, 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 paid on the Closing Date.

ARTICLE 2
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLING
SECURITYHOLDERS

          Unless specifically stated otherwise, each of the Selling Stockholder 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:

          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 12,734,770 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,

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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.

          2.5 Private Placement . The Selling Stockholder 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 December 31, 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

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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.

          (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

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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.

          2.13       Conduct of the Business . The Company’s business operations are properly disclosed in the Company’s SEC reports. From and after the December 31, 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;

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          (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;

          (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 December 31, 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

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bonuses, profit sharing payments, severance pay or retirement benefits, other than as set forth in any Exhibit or Schedule hereto.

          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,

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commitment, instrument or restriction. No such instrument requires the consent of any other party thereto in order to consummate the sales of hereby.

          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.

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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.

          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 Sourlis Law Firm:

          (b) Delivery by the Purchaser . The Purchaser shall deliver (i) a fully executed copy of this Agreement and (ii) the Purchase Price by wire transfer to The Sourlis Law Firm.

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

          (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

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received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price.

          (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 commencing on the Closing Date until the one year anniversary of such date (“ 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

With copies to:

Virginia K. Sourlis, Esq.
The Sourlis Law Firm
214 Broad Street
Red Bank, NJ 07701
Phone: (732) 530-9007
Fax: (732) 530-9008
Email: Virginia@SourlisLaw.com

If to Purchaser:

Joerg Ott
Lotus Holdings Limited
Managing Member
Otto-Spesshardt-Str. 16
Eisenach 99817
Germany

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          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.

          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

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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.

          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.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO IMMEDIATELY FOLLOW]

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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/ Joerg Ott                                                           
Joerg Ott (on behalf of himself and/or an affiliate/designee)
Managing Member

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SUBSIDIARY STOCK PURCHASE AGREEMENT

          This SUBSIDIARY STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 26, 2010, between SWAV Enterprises 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 Lotus (“Lotus”) pursuant to which the Company has agreed to purchase Lotus;

           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 214 Broad Street, 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 April 15, 2010 (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

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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.

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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this Agreement, or any such representation and warranty shall have become untrue, and such breach or condition has not been promptly cured within 30 days following receipt by the Company of written notice of such breach.

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

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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.

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

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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.

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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 ENTERPRISES 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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