EX-10.1


                                                                  EXECUTION COPY


         SHARE EXCHANGE AND REORGANIZATION AGREEMENT, dated as of March 27, 2006
(the  "AGREEMENT"),   between  CLEAN  WATER   TECHNOLOGIES,   INC.,  a  Delaware
corporation   ("CWTI");   and  SHEERVISION,   INC.,  a  California   corporation
("SHEERVISION"),  and THE BENEFICIAL  STOCKHOLDERS OF SHEERVISION  IDENTIFIED IN
SCHEDULE A HERETO (the "SHEERVISION SHAREHOLDERS").



                                  INTRODUCTION



         CWTI  desires to acquire  all of the issued and  outstanding  shares of
SheerVision  capital stock (the "SHEERVISION  CAPITAL STOCK") solely in exchange
for an aggregate of 9,525,137  shares of authorized,  but theretofore  unissued,
shares of common  stock,  par value $0.001 per share,  of CWTI (the "CWTI COMMON
STOCK"),  representing  95% of the fully diluted  outstanding  CWTI Common Stock
giving effect to such issuance and the cancellation of any shares of CWTI Common
Stock  held   beneficially  or  of  record  by   SheerVision.   The  SheerVision
Shareholders  desire  to  exchange  all of their  beneficially  owned  shares of
SheerVision  Capital  Stock solely for shares of CWTI Common Stock in the amount
set forth herein.

         Prior to the  date  hereof,  the  respective  boards  of  directors  or
analogous  governing  body  of  each  of  CWTI  and  SheerVision  have,  and the
SheerVision Shareholders have, approved and adopted this Agreement and it is the
intent  of the  parties  hereto  that the  transactions  contemplated  hereby be
structured  so as to qualify as a tax-free  exchange  under  Subchapter C of the
Internal  Revenue Code of 1986, as amended (the "CODE"),  and the  provisions of
this Agreement will be interpreted in a manner consistent with this intent.

         NOW,   THEREFORE,   in   consideration   of  the  premises  and  mutual
representations,  warranties and covenants herein contained,  the parties hereby
agree as follows:

                                    ARTICLE I

                       ACQUISITION AND EXCHANGE OF SHARES

         SECTION 1.01 THE  AGREEMENT.  The parties hereto hereby agree that CWTI
shall acquire all of the issued and  outstanding  shares of SheerVision  Capital
Stock solely in exchange for an aggregate of 9,525,137 shares of authorized, but
theretofore unissued, shares of CWTI Common Stock. The parties hereto agree that
at  the  closing  of  the  transactions  contemplated  by  this  Agreement  (the
"CLOSING"):  (i)  SheerVision  will  become a  wholly-owned  subsidiary  of CWTI
subject to the conditions  and provisions of Section 1.03 hereof;  and (ii) CWTI
will amend its  certificate  and  articles of  incorporation  and other  related
charter and authorization documents with the relevant state authorities so as to
cause the corporate name thereof to be reasonably satisfactory to SheerVision.

<PAGE>

         SECTION 1.02 EXCHANGE OF SHARES.

         (a) At the Closing,  CWTI will cause to be issued and held for delivery
to  the  SheerVision   Shareholders  or  their  designees,   stock  certificates
representing an aggregate of 9,525,137 shares of CWTI Common Stock, representing
95% of the fully  diluted  outstanding  CWTI Common Stock giving  effect to such
issuance  and  the  cancellation  of  any  shares  of  CWTI  Common  Stock  held
beneficially or of record by SheerVision,  in exchange for all of the issued and
outstanding shares of SheerVision  Capital Stock, which shares will be delivered
to CWTI at the Closing.

         (b) The shares of CWTI Common Stock to be issued  pursuant to paragraph
(a) of this Section 1.02 will be authorized,  but theretofore unissued shares of
CWTI Common  Stock,  and will be issued to the  SheerVision  Shareholders  or as
directed thereby as set forth in Schedule 1.02(b) hereof.

         (c) All shares of CWTI  Common  Stock to be issued  hereunder  shall be
deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the
Securities Act of 1933, as amended (the  "SECURITIES  ACT"), and the SheerVision
Shareholders  will  represent in writing that they are acquiring said shares for
investment  purposes only and without the intent to make a further  distribution
of such shares.  All shares of CWTI Common Stock to be issued under the terms of
this Agreement  shall be issued  pursuant to an exemption from the  registration
requirements of the Securities Act, under Section 4(2) of the Securities Act and
the rules and regulations promulgated thereunder.  Certificates representing the
shares of CWTI  Common  Stock to be issued  hereunder  shall bear a  restrictive
legend in substantially the following form:

                  THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT BEEN
                  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND
                  MAY NOT BE OFFERED FOR SALE,  SOLD, OR OTHERWISE  DISPOSED OF,
                  EXCEPT IN COMPLIANCE WITH THE REGISTRATION  PROVISIONS OF SUCH
                  ACT  OR  PURSUANT  TO  AN  EXEMPTION  FROM  SUCH  REGISTRATION
                  PROVISIONS,  THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO
                  THE SATISFACTION OF THE COMPANY.

         SECTION  1.03  CLOSING.  The Closing will take place at a date and time
(the "CLOSING DATE") and place to be mutually agreed upon by the parties hereto,
and will be subject to the  provisions of Article IV of this  Agreement.  At the
Closing:

         (a)  The   SheerVision   Shareholders   will   deliver  to  CWTI  stock
certificates or other evidences  representing  all of the issued and outstanding
shares of  SheerVision  Capital  Stock,  duly  endorsed,  so as to make CWTI the
holder thereof, free and clear of all liens, claims and other encumbrances;

         (b) CWTI will  deliver  to, or at the  direction  of,  the  SheerVision
Shareholders,  in accordance with Schedule  1.02(b) hereof,  stock  certificates
representing  an  aggregate  of  9,525,137  shares of CWTI Common  Stock,  which
certificates  will bear a standard  restrictive  legend in the form  customarily
used with  restricted  securities and as set forth in Section  1.02(c) above and
which shares shall  represent  95% of the  outstanding  CWTI Common Stock giving
effect to the issuance


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<PAGE>

thereof  and  the   cancellation  of  any  shares  of  CWTI  Common  Stock  held
beneficially or of record by SheerVision;

         (c)  CWTI  will  deliver  an  Independent   Directors'  Certificate  as
described  in  Sections  4.02(a)  and 4.02(b)  hereof,  dated the Closing  Date,
certifying that all representations,  warranties,  covenants, and conditions set
forth  herein by CWTI are true and  correct as of, or have been fully  performed
and complied with by, the Closing Date; and

         (d) SheerVision  will deliver an Officer's  Certificate as described in
Sections 4.01(a) and 4.01(b) hereof, dated the Closing Date, certifying that all
representations,  warranties,  covenants  and  conditions  set  forth  herein by
SheerVision  are true and  correct  as of,  or have  been  fully  performed  and
complied with by, the Closing Date;

         SECTION 1.04 APPROVAL BY BOARD OF DIRECTORS.  In  anticipation  of this
Agreement,  CWTI has taken  all  necessary  and  requisite  corporate  and other
actions,  including  without  limitation,  actions of the Board of  Directors in
order to approve this Agreement and all transactions  contemplated hereby and in
connection herewith.

         SECTION  1.05  CONSUMMATION  OF  TRANSACTION.  If at  the  Closing,  no
condition  exists  which  would  permit  any of the  parties to  terminate  this
Agreement,  or a  condition  then  exists and the party  entitled  to  terminate
because of that  condition  elects not to do so,  then the  transactions  herein
contemplated  shall be consummated upon such date, and then and thereupon,  CWTI
will file any additional  necessary  documents that may be required by the State
of Delaware, the United States of America, or otherwise.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         SECTION  2.01  REPRESENTATIONS  AND  WARRANTIES  OF CWTI.  CWTI  hereby
represents  and warrants to, and agrees with,  SheerVision  and the  SheerVision
Shareholders  that the  statements  set  forth in this  Section  2.01 are  true,
correct, and complete as of the date of this Agreement,  except as otherwise set
forth in all forms, reports, schedules,  statements and other documents required
to be filed by it under the Securities Act, at least since July 1, 2001, as such
documents  have been  amended  since the time of filing  thereof  (collectively,
including  all  forms,  reports,  schedules,  statements,  exhibits,  and  other
documents filed by CWTI therewith, the "CWTI SEC Documents"):

         (a)  ORGANIZATION  AND  QUALIFICATION.  CWTI  has  no  subsidiaries  or
affiliated  corporation or owns any interest in any other enterprise (whether or
not such  enterprise is a  corporation).  CWTI is a corporation  duly organized,
validly existing,  and in good standing under the laws of the State of Delaware,
with  all  requisite   power  and   authority,   and  all  necessary   consents,
authorizations,  approvals, orders, licenses,  certificates,  and permits of and
from, and  declarations and filings with, all federal,  state,  local, and other
governmental  authorities  and all courts and other  tribunals,  to own,  lease,
license,  and use its  properties  and assets and to carry on the  businesses in
which it is now engaged and the  businesses in which it  contemplates  engaging.



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<PAGE>

Other than as set forth in the CWTI SEC  Documents,  CWTI is duly  qualified  to
transact  the  businesses  in which it is engaged  and is in good  standing as a
foreign  corporation  in every  jurisdiction  in which its  ownership,  leasing,
licensing,  or use of property or assets or the conduct of its businesses  makes
such qualification necessary.

         (b)  CAPITALIZATION.  The authorized  capital stock of CWTI consists of
50,000,000   shares  of  CWTI  Common  Stock,  of  which  1,111,837  shares  are
outstanding.  Prior to Closing,  CWTI  shareholders  shall  approve and cause to
become effective the charter amendments contemplated by this Agreement.  Each of
such  outstanding  shares of CWTI Common  Stock is validly  authorized,  validly
issued,  fully paid, and nonassessable,  has not been issued and is not owned or
held in violation of any preemptive or similar right of stockholders.  Except as
disclosed  in  the  CWTI  SEC  Documents,  there  is  no  commitment,  plan,  or
arrangement to issue, and no outstanding option, warrant, or other right calling
for the issuance of, any share of capital stock of CWTI or any security or other
instrument  convertible into, exercisable for, or exchangeable for capital stock
of  CWTI.  CWTI  SEC  Documents,  there  is  outstanding  no  security  or other
instrument  convertible  into, or exchangeable or exercisable for, capital stock
of CWTI.

         (c) FINANCIAL CONDITION.  Baumann Raymondo & Company PA ("BRC"),  which
has examined the financial statements of the Company,  together with the related
schedules  and notes,  for the period from  September 25, 2002 through  June 24,
2005,  and Acquavella, Chiarelli & Shuster & Co., LLP ("ACS", and, together with
BRC,  the  "AUDITORS"),  which has  examined  the  financial  statements  of the
Company, together with the related schedules and notes, for the period from June
25, 2000 through  September  25, 2002, in each case filed with the SEC as a part
of the SEC  Documents,  are  independent  accountants  within the meaning of the
Securities  Act, the Exchange  Act,  and the rules and  regulations  promulgated
thereunder.  CWTI has filed with the United States  Securities and Exchange (the
"SEC") true and correct copies of the following:  audited balance sheets of CWTI
as of June 25, 2003,  2004,  and 2005;  unaudited  balance  sheets of CWTI as of
December  30,  2004 and  2005;  audited  statements  of  income,  statements  of
stockholders'  equity,  and  statements  of cash  flows of CWTI for the 52 weeks
ended June 25, 2004, and June 24, 2005; and the unaudited  statements of income,
statements of stockholders' equity, and statements of cash flows of CWTI for the
27 weeks ended  December  30, 2004 and 2005.  Each such balance  sheet  presents
fairly the financial condition, assets, liabilities, and stockholders' equity of
CWTI as of its respective  date;  each such statement of income and statement of
stockholders'  equity  presents fairly the results of operations of CWTI for the
period  indicated;  and each such  statement of cash flows  presents  fairly the
information  purported to be shown therein. The financial statements referred to
in this Section 2.01(c) have been prepared in accordance with generally accepted
accounting  principles in the United States consistently  applied throughout the
periods  involved,  are in  accordance  with the books and records of CWTI,  and
complied and will comply as to form in all material respects with all applicable
accounting  requirements,  and the rules and regulations of the SEC with respect
thereto  where  filed.  The  financial  statements  referred to in this  Section
2.01(c) contain all certifications  and statements  required by the SEC's Order,
dated June 27, 2002,  pursuant to Section 21(a)(1) of the Exchange Act (File No.
4-460), Rule 13a-14 or 15d-14 under the Exchange Act, or 18 U.S.C.  Section 1350
(Sections  302 and 906 of the  Sarbanes-Oxley  Act of 2002) with  respect to the
report relating thereto. Since June 24, 2005:

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<PAGE>

                  (i) There has at no time been a material adverse change in the
         financial  condition,  results of operations,  businesses,  properties,
         assets, liabilities, or future prospects of CWTI.

                  (ii) CWTI has not authorized,  declared, paid, or effected any
         dividend or liquidating or other distribution in respect of its capital
         stock  or  any  direct  or  indirect  redemption,  purchase,  or  other
         acquisition of any stock of CWTI.

                  (iii)  Except  as set  forth in the CWTI  SEC  Documents,  the
         operations  and  businesses of CWTI have been conducted in all respects
         only in the ordinary course.

There is no fact  known to CWTI  which  materially  adversely  affects or in the
future (as far as CWTI can reasonably  foresee) may materially  adversely affect
the financial condition, results of operations,  businesses, properties, assets,
liabilities, or future prospects of CWTI; provided, however, that CWTI expresses
no opinion as to political or economic  matters of general  applicability.  CWTI
has made known,  or caused to be made known,  to the accountants or auditors who
have prepared,  reviewed, or audited the aforementioned  consolidated  financial
statements  all  material  facts  and  circumstances   which  could  affect  the
preparation, presentation, accuracy, or completeness thereof.

         (d)  TAX AND  OTHER  LIABILITIES.  CWTI  does  not  have  any  material
liability of any nature, accrued or contingent,  including,  without limitation,
liabilities for federal, state, local, or foreign taxes and penalties, interest,
and additions to tax ("TAXES"), and liabilities to customers or suppliers, other
than the following:

                  (i)  Liabilities for which full provision has been made on the
         balance sheet and the notes thereto (the "LAST CWTI BALANCE  SHEET") as
         of December 30, 2005 (the "LAST CWTI BALANCE  SHEET DATE")  referred to
         in Section 2.01(c); and

                  (ii) Other  liabilities  arising  since the Last CWTI  Balance
         Sheet  Date and prior to  Closing in the  ordinary  course of  business
         (which  shall not  include  liabilities  to  customers  on  account  of
         defective  products or services)  which are not  inconsistent  with the
         representations  and warranties of CWTI or any other  provision of this
         Agreement.

Without  limiting  the  generality  of  the  foregoing,  the  amounts  set up as
provisions  for Taxes on the Last CWTI  Balance  Sheet  are  sufficient  for all
accrued and unpaid Taxes of CWTI,  whether or not due and payable and whether or
not  disputed,  under tax laws, as in effect on the Last CWTI Balance Sheet Date
or now in effect,  for the period ended on such date and for all fiscal  periods
prior thereto.  The execution,  delivery,  and  performance of this Agreement by
CWTI will not cause any Taxes to be payable  (other than those that may possibly
be payable by the SheerVision  Shareholders  as a result of the  contribution of
their shares of SheerVision Capital Stock to CWTI) or cause any lien, charge, or
encumbrance  to secure any Taxes to be created  either  immediately  or upon the
nonpayment  of  any  Taxes  other  than  on  the  properties  or  assets  of the
SheerVision  Shareholders.  The Internal Revenue Service has audited and settled
or the statute of  limitations  has run upon all  federal  income tax returns of
CWTI for all taxable years up to and  including the taxable year ended  December
31, 1998.  CWTI has filed all  federal,  state,  local,  and foreign tax


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<PAGE>

returns   required  to  be  filed  by  it;  has  delivered  to  the  SheerVision
Shareholders  a true and correct copy of each such return which was filed in the
past six years;  has paid (or has  established  on the Last CWTI Balance Sheet a
reserve for) all Taxes,  assessments,  and other governmental charges payable or
remittable  by it or  levied  upon  it or its  properties,  assets,  income,  or
franchises  which are due and  payable;  and has  delivered  to the  SheerVision
Shareholders a true and correct copy of any report as to adjustments received by
it from any taxing authority during the past six years and a statement as to any
litigation,   governmental  or  other  proceeding   (formal  or  informal),   or
investigation  pending,  threatened,  or in  prospect  with  respect to any such
report or the subject matter of such report.

         (e)  LITIGATION  AND  CLAIMS.  Except  as  described  in the  CWTI  SEC
Documents,  there is no litigation,  arbitration,  claim,  governmental or other
proceeding  (formal or informal),  or  investigation  pending or, to the best of
CWTI's  knowledge,  threatened,  or in prospect (or any basis  therefor known to
CWTI) with respect to CWTI or any of its businesses, properties, or assets. CWTI
is not affected by any present or threatened  strike or other labor  disturbance
nor to the knowledge of CWTI, is any union  attempting to represent any employee
of CWTI as  collective  bargaining  agent.  CWTI is not in  violation  of, or in
default with respect to, any law, rule,  regulation,  order, judgment, or decree
which violation or default would have a material  adverse effect on CWTI; nor is
CWTI required to take any action in order to avoid such violation or default.

         (f)      PROPERTIES.

                  (i) CWTI owns no real  property.  CWTI has good and marketable
title to all  personal  properties  and assets  material to CWTI and used in its
businesses or owned by it (except real and other  properties and assets material
to CWTI as are held  pursuant  to leases or licenses  described  in the CWTI SEC
Documents), free and clear of all liens, mortgages, security interests, pledges,
charges, and encumbrances (except such as are listed in the CWTI SEC Documents).

                  (ii) Set forth in the CWTI SEC Documents are  descriptions  of
all tangible  properties  and assets owned by CWTI or leased or licensed by CWTI
from or to a third party (including inventory but not including  Intangibles (as
hereinafter defined)),  and with respect to such properties and assets leased or
licensed  by CWTI  from or to a third  party,  a  description  of such  lease or
license.  All such properties and assets (including  Intangibles)  owned by CWTI
are reflected on the Last CWTI Balance Sheet (except for acquisitions subsequent
to the Last CWTI  Balance  Sheet Date and prior to the Closing  Date,  which are
either  noted  in  the  CWTI  SEC  Documents  or  are  approved  in  writing  by
SheerVision).  All  tangible  properties  and assets  owned by CWTI or leased or
licensed  by CWTI  from or to a third  party  are in good and  usable  condition
(reasonable wear and tear which is not such as to affect adversely the operation
of the businesses of CWTI excepted).

                  (iii) To the best of CWTI's knowledge, no real property leased
or  licensed  by CWTI from or to a third party lies in an area which is, or will
be, subject to zoning,  use, or building code restrictions which would prohibit,
and, to the best of CWTI's knowledge,  no state of facts relating to the actions
or inaction of another  person or entity or his or its  ownership,  leasing,  or
licensing  of any real or  personal  property  exists or will exist  which would
prevent, the continued


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<PAGE>

effective  ownership,  leasing,  or  licensing  of  such  real  property  in the
businesses  in  which  CWTI  is  now  engaged  or the  businesses  in  which  it
contemplates engaging.

                  (iv) The  properties  and assets  (including  Intangibles  (as
hereinafter defined)) owned by CWTI (other than those leased or licensed by CWTI
to a third  party) or leased or licensed  by CWTI from a third party  constitute
all such  properties and assets which are necessary to the businesses of CWTI as
presently conducted.

                  (v)  CWTI  has  not  caused  or   permitted   its   businesses
properties,  or assets to be used to generate,  manufacture,  refine, transport,
treat, store,  handle,  dispose of, transfer,  produce, or process any Hazardous
Substance  (as such  term is  defined  in this  Section  2.01(f)(v))  except  in
compliance with all applicable laws, rules, regulations,  orders, judgments, and
decrees, and has not caused or permitted the Release (as such term is defined in
this Section  2.01(f)(v))  of any Hazardous  Substance on or off the site of any
property of CWTI. The term "HAZARDOUS SUBSTANCE" shall mean any hazardous waste,
as defined by 42 U.S.C.  ss.6903(5),  any hazardous substance,  as defined by 42
U.S.C.  ss.9601(14),  any  pollutant  or  contaminant,  as  defined by 42 U.S.C.
ss.9601(33),  and all toxic substances,  hazardous materials,  or other chemical
substances  regulated by any other law, rule, or regulation.  The term "RELEASE"
shall have the meaning set forth in 42 U.S.C. ss.9601(22).

                  (vi) Except as set forth in the CWTI SEC  Documents,  (A) CWTI
is in compliance in all material  respects with all rules,  laws and regulations
relating to the use,  treatment,  storage and disposal of toxic  substances  and
protection  of  health  or  the  environment  ("Environmental  Laws")  that  are
applicable  to  its  business,  (B)  CWTI  has  not  received  notice  from  any
governmental  authority or third party of an asserted claim under  Environmental
Laws, which claim is required to be disclosed in the CWTI SEC Documents,  (C) to
the best  knowledge  of CWTI,  CWTI is not likely to be  required to make future
material capital expenditures to comply with Environmental Laws, (D) no property
which is owned,  leased or occupied by CWTI has been  designated  as a Superfund
site pursuant to the Comprehensive Response,  Compensation, and Liability Act of
1980,  as amended (42 U.S.C.  ss. 9601, et seq.),  or otherwise  designated as a
contaminated  site under  applicable  state or local law, and (E) CWTI is not in
violation  of any federal or state law or  regulation  relating to  occupational
safety or health.

         (g) CONTRACTS AND OTHER INSTRUMENTS.  The CWTI SEC Documents contains a
true and correct  statement of the information  required to be contained therein
regarding  material  contracts,   agreements,   instruments,  leases,  licenses,
arrangements, or understandings with respect to CWTI. CWTI has made available to
the  SheerVision  Shareholders  (i) the certificate of  incorporation  (or other
charter document) and by-laws of CWTI and all amendments  thereto,  as presently
in effect,  and (ii) the following:  (A) true and correct copies of all material
contracts,  agreements,  and instruments  referred to in the CWTI SEC Documents;
(B) true and correct copies of all material  leases and licenses  referred to in
the CWTI SEC Documents hereto; and (C) true and correct written  descriptions of
all material supply,  distribution,  agency, financing, or other arrangements or
understandings  referred  to in the CWTI SEC  Documents.  To the best of  CWTI's
knowledge,  neither  CWTI nor (to the  knowledge of CWTI) any other party to any
such  material  contract,  agreement,  instrument,  lease,  or license is now or
expects  in the  future to be in  violation  or breach  of, or in  default  with
respect to complying  with, any term thereof,  and each such material  contract,


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agreement, instrument, lease, or license is in full force and is (to the best of
CWTI's  knowledge in the case of third  parties) the legal,  valid,  and binding
obligation  of the  parties  thereto  and  (subject  to  applicable  bankruptcy,
insolvency,  and other laws affecting the  enforceability  of creditors'  rights
generally) is  enforceable as to them in accordance  with its respective  terms.
Each such material supply, distribution, agency, financing, or other arrangement
or understanding is a valid and continuing arrangement or understanding; neither
CWTI nor any other  party to any such  arrangement  or  understanding  has given
notice of termination or taken any action  inconsistent  with the continuance of
such arrangement or understanding;  and the execution, delivery, and performance
of this Agreement will not prejudice any such  arrangement or  understanding  in
any way.  CWTI enjoys  peaceful and  undisturbed  possession  under all material
leases and licenses under which it is operating.  CWTI is not party to, or bound
by,  any  contract,  agreement,  instrument,  lease,  license,  arrangement,  or
understanding,  or subject to any charter or other restriction, which has had or
(to the knowledge of CWTI) may in the future have a material  adverse  effect on
the financial condition, results of operations,  businesses, properties, assets,
liabilities,  or future  prospects of CWTI. CWTI has not engaged within the last
five  years  in,  is not  engaging  in,  and does not  intend  to  engage in any
transaction with, and has not had within the last five years, does not now have,
and does not intend to have any material contract, agreement, instrument, lease,
license,  arrangement,  or  understanding  with,  any  stockholder  of CWTI, any
director,  officer, or employee of CWTI (except for employment agreements listed
in the CWTI SEC Documents and employment and compensation arrangements described
in the CWTI SEC Documents), any relative or affiliate of any stockholder of CWTI
or of any such  director,  officer,  or employee,  or any other  corporation  or
enterprise in which any  stockholder  of CWTI, any such  director,  officer,  or
employee,  or any such relative or affiliate then had or now has a 5% or greater
equity or voting or other substantial  interest,  other than those listed and so
specified in the CWTI SEC Documents.  The stock ledgers and stock transfer books
relating to all  issuances  and  transfers  of stock by CWTI and the minute book
records  of CWTI  and all  proceedings  of the  stockholders  and the  Board  of
Directors and committees  thereof of CWTI since their respective  incorporations
made available to counsel to SheerVision  and the SheerVision  Shareholders  are
the original  stock ledgers and stock  transfer books and minute book records of
CWTI or exact  copies  thereof.  CWTI is not in  violation  or breach  of, or in
default with respect to, any term of its certificate of incorporation  (or other
charter document) or by-laws.

         (h)      EMPLOYEES.

                  (i)  CWTI  does not  have,  or  contribute  to,  any  pension,
profit-sharing,  option,  other  incentive  plan,  or any other type of Employee
Benefit  Plan (as  defined in Section  3(3) of the  Employee  Retirement  Income
Security  Act of 1974,  as  amended  ("ERISA")),  or have any  obligation  to or
customary  arrangement  with  employees  for  bonuses,  incentive  compensation,
vacations,  severance  pay,  sick pay,  sick leave,  insurance,  service  award,
relocation,  disability,  tuition  refund,  or other  benefits,  whether oral or
written, except as set forth in the CWTI SEC Documents.  CWTI has made available
to SheerVision and the SheerVision Shareholders:  (A) true and correct copies of
all documents evidencing plans, obligations,  or arrangements referred to in the
CWTI SEC Documents (or true and correct written summaries, so initialed, of such
plans,  obligations,  or  arrangements to the extent not evidenced by documents)
and true and correct copies, so initialed,  of all documents  evidencing trusts,
summary plan descriptions,  and any other summaries or descriptions  relating to
any such plans;  (B) the two most recent annual reports (Form


                                      -8-
<PAGE>

5500's),  if any, including all schedules thereto and the most recent annual and
periodic accounting of related plan assets with respect to each Employee Benefit
Plan; (C) the two most recent actuarial  valuations with respect to each Pension
Plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA; and (D)
the most recent determination letter issued by the Internal Revenue Service with
respect to each Pension Plan.

                  (ii)  If  any  Employee  Benefit  Plan  of  CWTI  were  to  be
terminated on the day prior to Closing Date, (A) no liability  under Title IV of
ERISA would be incurred by CWTI or SheerVision and (B) all Accrued  Benefits (as
defined  in this  Section  2.01(h)(ii))  to such day prior to the  Closing  Date
(whether or not vested) would be fully funded in accordance with the assumptions
contained  in  the  regulations  of the  Pension  Benefit  Guaranty  Corporation
governing the funding of terminated  defined benefit plans. For purposes hereof,
"ACCRUED BENEFITS" shall include the value of disability,  pre-retirement, death
benefits,  and all  supplements,  subsidized,  ancillary,  and optional forms of
benefits.  All Accrued  Liabilities (for contributions or otherwise) (as defined
in this Section  2.01(h)(ii))  of CWTI as of the Closing  Date to each  Employee
Benefit Plan and with respect to each  obligation  to, or customary  arrangement
with, employees for bonuses, incentive compensation,  vacations,  severance pay,
sick pay, sick leave, insurance, service award, relocation,  disability, tuition
refund,  or other benefits,  whether oral or written,  have been paid or accrued
for all periods  ending prior to the Closing Date and no payment to any Employee
Benefit Plan or with respect to any such  obligation  or  arrangement  since the
Last CWTI Balance Sheet Date has been disproportionately large compared to prior
payments.  For purposes hereof,  "ACCRUED  LIABILITIES" shall include a pro rata
contribution  to  each  Employee  Benefit  Plan  or with  respect  to each  such
obligation or  arrangement  for that portion of a plan year or other  applicable
period which commences  prior to, and ends after,  the Closing Date, and Accrued
Liabilities for any portion of a plan year or other  applicable  period shall be
determined by multiplying  the liability for the entire such year or period by a
fraction,  the  numerator of which is the number of days  preceding  the Closing
Date in such year or period and the  denominator  of which is the number of days
in such year or period, as the case may be.

                  (iii)  There  has  been  no  violation  of the  reporting  and
disclosure  requirements  imposed  either  under  ERISA or the Code for  which a
penalty has been or may be imposed with respect to any Employee  Benefit Plan of
CWTI. There has been no breach of fiduciary duty or responsibility  with respect
to any  Employee  Benefit  Plan of CWTI.  No  Employee  Benefit  Plan of CWTI or
related trust has any liability of any nature, accrued or contingent,  including
without limitation  liabilities for Taxes, other than for routine payments to be
made in due course to participants and beneficiaries, except as set forth in the
CWTI SEC Documents. CWTI does not have any formal plan or commitment, whether or
not legally  binding,  to create any additional or modify any existing  Employee
Benefit  Plan  or  benefit  obligation  or  arrangement   described  in  Section
2.01(h)(i)).  Each  Employee  Benefit  Plan of CWTI which is a group health plan
within the meaning of Section  5000(b)(1) of the Code is and has been maintained
in full  compliance  with the  applicable  requirements  of Section 4980B of the
Code. Other than the health care  continuation  requirements of Section 4980B of
the Code, CWTI does not have any obligation to provide  post-retirement  medical
benefits or life insurance coverage or any deferred compensation benefits to any
present  or  former  employees.  There  is no  litigation,  arbitration,  claim,
governmental or other proceeding (formal or informal), or investigation pending,
threatened,  or (to the best of  CWTI's  knowledge)  in  prospect  (or any basis
therefor  known to CWTI) with  respect to any


                                      -9-
<PAGE>

Employee Benefit Plan of CWTI or related trust or with respect to any fiduciary,
administrator,  or sponsor  (in its  capacity as such) of any  Employee  Benefit
Plan. No Employee  Benefit Plan of CWTI or related trust and no such  obligation
or arrangement is in violation of, or in default with respect to, any law, rule,
regulation,  order,  judgment,  which violation or default would have a material
adverse effect thereon or decree nor is CWTI, any Employee Benefit Plan of CWTI,
or any  related  trust  required  to take any  action in order to avoid any such
violation  or  default.  No event  has  occurred,  or is (to the best of  CWTI's
knowledge)  threatened  or about to occur,  which would  constitute a prohibited
transaction under Section 406 of ERISA.

                  (iv) Each Pension Plan  maintained  for the  employees of CWTI
has been qualified, from its inception, under Section 401(a) of the Code and any
related  trust has been an exempt trust for such period under Section 501 of the
Code.  Each  Pension Plan has been  operated in  accordance  with its terms.  No
Pension Plan which is subject to Title IV of ERISA has an  accumulated or waived
funding   deficiency  within  the  meaning  of  Section  412  of  the  Code.  No
investigation or review by the Internal Revenue Service is currently  pending or
(to the knowledge of CWTI) is contemplated in which the Internal Revenue Service
has asserted or may assert that any Pension Plan is not qualified  under Section
401(a) of the Code or that any related  trust is not exempt under Section 501 of
the Code.  Neither CWTI,  nor any  organization  to which CWTI is a successor or
parent corporation, within the meaning of Section 4069(b) of ERISA, has divested
itself of any entity  maintaining  or with an  obligation  to  contribute to any
Pension Plan which had an "AMOUNT OF UNFUNDED  BENEFIT  LIABILITIES," as defined
in Section 4001(a)(18) of ERISA, at the time of such divestiture.  No assessment
of any federal taxes with respect to any Employee  Benefit Plan of CWTI has been
made or (to the knowledge of CWTI) is contemplated  against CWTI, or any related
trust of any Pension Plan of CWTI,  and nothing has occurred  which would result
in the  assessment  of  unrelated  business  taxable  income under the Code with
respect to any Employee Benefit Plan of CWTI. Form 5500's have been timely filed
with  respect to all  Pension  Plans of CWTI.  No event has  occurred or (to the
knowledge  of CWTI) is  threatened  or about to occur which would  constitute  a
reportable  event within the meaning of Section  4043(b) of ERISA.  No notice of
termination has been filed by the plan administrator pursuant to Section 4041 of
ERISA or issued by the Pension Benefit Guaranty  Corporation pursuant to Section
4042 of ERISA with respect to any Pension Plan of CWTI.

                  (v) CWTI does not currently contribute to, and since September
16, 1980 has not effectuated  either a complete or partial  withdrawal from, any
multiemployer Pension Plan within the meaning of Section 3(37) of ERISA.

                  (vi) The  CWTI  SEC  Documents  contains  a true  and  correct
statement of the names,  relationship  with CWTI,  present rates of compensation
(whether  in the form of salary,  bonuses,  commissions,  or other  supplemental
compensation  now or hereafter  payable),  and  aggregate  compensation  for the
fiscal year ended June 30, 2004 of (A) each director, officer, or other employee
of CWTI whose  aggregate  compensation  for the fiscal  year ended June 24, 2005
exceeded US$25,000 or whose aggregate compensation presently exceeds the rate of
US$25,000 per annum and (B) all sales agents,  dealers, or distributors of CWTI.
Since June 24, 2005, CWTI has not changed the rate of compensation of any of its
directors,  officers,  employees, agents, dealers, or distributors,  nor has any
Employee  Benefit Plan or program of CWTI been instituted or amended to increase
benefits thereunder.  There is no contract,  agreement,  plan,  arrangement,  or


                                      -10-
<PAGE>

understanding covering any person that, individually or collectively, could give
rise to the payment of any amount that would not be deductible by CWTI by reason
of Section 280G of the Code.

                  (vii) CWTI has not, since at least December 30, 2004, extended
or  maintained  credit,  arranged  for the  extension  of credit,  or renewed an
extension  of credit,  in the form of a personal  loan to or for any director or
executive officer (or equivalent thereof) thereof.

         (i) PATENTS,  TRADEMARKS, ET CETERA. CWTI does not own or have pending,
and is not licensed or otherwise  permitted to use, any material patent,  patent
application,   trademark,   trademark  application,   service  mark,  copyright,
copyright application,  franchise,  trade secret, computer program (in object or
source code or otherwise),  or other intangible property or asset (collectively,
"INTANGIBLES"),  other  than  as  described  in the  CWTI  SEC  Documents.  Each
Intangible is validly  issued and is currently in force and  uncontested  in all
jurisdictions in which it is used or in which such use is contemplated. The CWTI
SEC Documents  contains a true and correct listing of: (i) all Intangibles which
are owned  (either in whole or in part),  used by, or  licensed to CWTI or which
otherwise  relate to the  businesses  of CWTI,  and a  description  of each such
Intangible  which  identifies  its owner,  registrant,  or  applicant;  (ii) all
contracts,  agreements,  instruments, leases, and licenses and identification of
all parties thereto under which CWTI owns or uses any Intangible (whether or not
under  license from third  parties),  together  with the  identification  of the
owner,  registrant,  or applicant of each such Intangible;  (iii) all contracts,
agreements,  instruments, leases, and licenses and identification of all parties
thereto  under  which  CWTI  grants  the right to use any  Intangible;  (iv) all
validity,  infringement,  right-to-use,  or other  opinions of counsel  (whether
in-house or outside) which concern the validity, infringement, or enforceability
of any  Intangible  owned or controlled by a party other than CWTI which relates
to the  businesses,  properties,  or assets of CWTI.  Except as specified in the
CWTI SEC Documents, to the knowledge of CWTI: (v) CWTI is the sole and exclusive
owner or licensee  of, and (other than those  exclusively  licensed by CWTI to a
third  party)  has the right to use,  all  Intangibles;  (vi) no  Intangible  is
subject to any order, judgment, decree, contract, agreement,  instrument, lease,
or license restricting the scope of the use thereof;  (vii) during the last five
years,  CWTI has not been charged with, and has not charged others with,  unfair
competition,  infringement  of any  Intangible,  or wrongful use of confidential
information,  trade secrets,  or secret processes;  and (viii) CWTI is not using
any patentable  invention,  confidential  information,  trade secret,  or secret
process of  others.  There is no right  under any  Intangible  necessary  to the
businesses  of CWTI as  presently  conducted or as it  contemplates  conducting,
except such as are so designated in the CWTI SEC Documents.  Except as described
in the CWTI SEC Documents,  CWTI has not infringed,  is not infringing,  and has
not received  notice of  infringement  in respect of the Intangibles or asserted
Intangibles of others, nor has CWTI been advised by counsel or others that it is
infringing or may infringe the Intangibles or asserted  Intangibles of others if
any currently contemplated business activity is effectuated. To the knowledge of
CWTI,  there is no infringement by others of Intangibles of CWTI. As far as CWTI
can reasonably foresee,  there is no Intangible or asserted Intangible of others
that may  materially  adversely  affect  the  financial  condition,  results  of
operations,  businesses, properties, assets, liabilities, or future prospects of
CWTI. All material  contracts,  agreements,  instruments,  leases,  and licenses
pertaining  to  Intangibles  to which  CWTI is a party,  or to which  any of its
businesses, properties, or assets are subject, are in compliance in all material
respects  with all laws,  rules,  regulations,  orders,  judgments,  and decrees
binding  on CWTI or to which any of its  businesses,  properties,  or assets are
subject. CWTI did not register any


                                      -11-
<PAGE>

trademark,  tradename or service mark,  design, or name used by CWTI to identify
its products,  businesses,  or services.  Neither any  stockholder  of CWTI, any
director,  officer,  or  employee of CWTI,  any  relative  or  affiliate  of any
stockholder  of CWTI,  any such director,  officer,  or employee,  nor any other
corporation  or enterprise in which any  stockholder of CWTI, any such director,
officer,  or employee,  or any such relative or affiliate had or now has a 5% or
greater equity or voting or other substantial interest, possesses any Intangible
which relates to the businesses of CWTI.

         (j)  QUESTIONABLE  PAYMENTS.  Neither CWTI, nor any director,  officer,
agent,  employee, or other person associated with, or acting on behalf of, CWTI,
nor any  stockholder  of CWTI has,  directly or  indirectly:  used any corporate
funds  for  unlawful  contributions,  gifts,  entertainment,  or other  unlawful
expenses relating to political activity; made any unlawful payment to foreign or
domestic  government  officials or employees or to foreign or domestic political
parties or campaigns from corporate funds; violated any provision of the Foreign
Corrupt Practices Act of 1977, as amended;  or made any bribe,  rebate,  payoff,
influence payment, kickback, or other unlawful payment.

         (k) AUTHORITY.  CWTI has all requisite  power and authority to execute,
deliver, and perform this Agreement. All necessary corporate proceedings of CWTI
have been duly taken to authorize the execution,  delivery,  and  performance of
this Agreement thereby. This Agreement has been duly authorized,  executed,  and
delivered by CWTI, constitutes the legal, valid, and binding obligation of CWTI,
and is enforceable as to CWTI in accordance with its terms.  Except as otherwise
set  forth  in this  Agreement,  no  consent,  authorization,  approval,  order,
license,  certificate,  or permit of or from, or declaration or filing with, any
federal,  state,  local, or other  governmental  authority or any court or other
tribunal is required by CWTI for the execution, delivery, or performance of this
Agreement by CWTI. No consent of any party to any material contract,  agreement,
instrument,  lease,  license,  arrangement,  or understanding to which CWTI is a
party,  or to which  it or any of its  businesses,  properties,  or  assets  are
subject,  is  required  for the  execution,  delivery,  or  performance  of this
Agreement;  and the execution,  delivery, and performance of this Agreement will
not  violate,  result in a breach of,  conflict  with,  or (with or without  the
giving of notice or the passage of time or both)  entitle any party to terminate
or call a default under,  entitle any party to receive rights or privileges that
such party was not entitled to receive before this Agreement was executed under,
or  create  any  obligation  on the  part of CWTI to  which  it was not  subject
immediately  before this  Agreement  was  executed  under,  any term of any such
material  contract,  agreement,  instrument,  lease,  license,  arrangement,  or
understanding,  or violate or result in a breach of any term of the  certificate
of  incorporation  (or other  charter  document) or by-laws of CWTI,  or (if the
provisions of this Agreement are satisfied)  violate,  result in a breach of, or
conflict with any law, rule,  regulation,  order, judgment, or decree binding on
CWTI or to which any of its businesses, properties, or assets are subject, which
violation or breach would have a material adverse effect on CWTI.  Neither CWTI,
nor any of its officers, directors, employees, or agents has employed any broker
or  finder  or  incurred  any  liability  for  any  fee,  commission,  or  other
compensation  payable by any person on account of alleged employment as a broker
or  finder,  or  alleged  performance  of  services  as a broker or  finder,  in
connection  with  or  as  a  result  of  this  Agreement  or  the   transactions
contemplated hereby and in connection herewith.

                                      -12-
<PAGE>

         (l)  STATUS OF  SHARES  OF CWTI  COMMON  STOCK TO BE  ISSUED.  Assuming
without  investigation that the shares of SheerVision  Capital Stock outstanding
on the Closing Date are validly  authorized,  validly  issued,  fully paid,  and
nonassessable,  the shares of CWTI Common Stock to be issued pursuant to Section
1.02(a) hereof are validly  authorized  and, when the such shares of CWTI Common
Stock have been duly  delivered  pursuant to the terms of this  Agreement,  such
shares  of  CWTI  Common  Stock  will  be  validly   issued,   fully  paid,  and
nonassessable  and will not have been issued,  owned or held in violation of any
preemptive or similar right of stockholder.

         (m) INSURANCE.  CWTI  currently  maintains no insurance;  however,  the
Company has at no time been  refused any  insurance  coverage  sought or applied
for.

         (o) TRADING MATTERS. At the date hereof and at the Closing Date:

                  (i)  the  CWTI  Common  Stock  is  traded  and  quoted  in the
         over-the-counter  Bulletin Board market  maintained by The Nasdaq Stock
         Market, Inc. (the "OTCBB");

                  (ii) CWTI has and shall have performed or satisfied all of its
         undertakings to, and of its obligations and requirements with, the SEC;

                  (iii) CWTI has not,  and shall not have taken any action  that
         would  preclude,  or otherwise  jeopardize,  the  inclusion of the CWTI
         Common Stock for quotation on the OTCBB.

         (p)      REORGANIZATION.

                  (i) CWTI has not taken and has not  agreed to take any  action
(other than actions  contemplated by this  Agreement)  that could  reasonably be
expected  to  prevent  the  transactions  contemplated  by this  Agreement  from
constituting  a  "reorganization"  under  section  368(b)  of the  Code or as an
acquisition  of in excess of 80% of the stock of a  corporation  in exchange for
property under Section 351 of the Code. CWTI is not aware of any agreement, plan
or  other  circumstance  that  could  reasonably  be  expected  to  prevent  the
transactions contemplated by this Agreement from so qualifying.

                  (ii)  CWTI has no plan or  intention  to  reacquire,  and,  to
CWTI's  knowledge,  no person  related to CWTI  within the  meaning of  Treasury
Regulations Section 1.368-1 has a plan or intention to acquire,  any of the CWTI
Common Stock pursuant to Section 1.02(a) hereof.

         (q) COMPLETENESS OF DISCLOSURE.  No  representation or warranty by CWTI
in this Agreement  contains or, and at the Closing Date will contain,  an untrue
statement of material fact or omits or, at the Closing Date,  will omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements made not misleading.

         (r) PERIODIC REPORTING.

                  (i) The CWTI Common Stock has been  registered  under  Section
12(g) of the Securities  Exchange Act of 1934, as amended (the  "EXCHANGE  ACT")
and CWTI is subject to the periodic reporting  requirements of Section 13 of the
Exchange  Act.  CWTI  has  heretofore  made


                                      -13-
<PAGE>

available to SheerVision and the SheerVision  Shareholders true,  complete,  and
correct  copies of the CWTI SEC Documents.  The CWTI SEC  Documents,  including,
without limitation,  any financial statements and schedules included therein, at
the time filed or, if subsequently  amended, as so amended,  (i) did not contain
any  untrue  statement  of a  material  fact  required  to be stated  therein or
necessary  in order to make  the  statements  therein  not  misleading  and (ii)
complied in all respects with the  applicable  requirements  of the Exchange Act
and the applicable rules and regulations  thereunder.  The financial  statements
included  in the  CWTI  SEC  Documents  complied  when  filed  as to form in all
material respects with applicable accounting requirements and with the published
rules and  regulations  of the SEC with respect  thereto,  have been prepared in
accordance with generally accepted  accounting  principles in the United States,
applied on a  consistent  basis  during the periods  involved  (except as may be
indicated  in  the  notes  thereto  or,  in  the  case  of  unaudited  financial
statements,  as permitted by the rules and  regulations of the  Commission)  and
fairly present,  subject in the case of the unaudited financial  statements,  to
customary year end audit  adjustments,  the financial position of CWTI as at the
dates thereof and the results of its operations and cash flows.

                  (ii) The Company maintains  disclosure controls and procedures
required by Rule 13a-15 or 15d-15  under the  Exchange  Act;  such  controls and
procedures are effective to ensure that all material information  concerning the
Company and its  subsidiaries is made known on a timely basis to the individuals
responsible for the preparation of the Company's  filings with the SEC and other
public disclosure  documents.  CWTI has made available to SheerVision copies of,
all written  descriptions  of, and all  policies,  manuals  and other  documents
promulgating, such disclosure controls and procedures. To CWTI's knowledge, each
director and executive  officer thereof has filed with the SEC on a timely basis
all  statements  required by Section 16(a) of the Exchange Act and the rules and
regulations  thereunder since July 1, 2001. As used in this Section 2.01(r), the
term "file" shall be broadly construed to include any manner in which a document
or information is furnished, supplied or otherwise made available to the SEC.

                  (iii)  The Chief  Executive  Officer  and the Chief  Financial
Officer of CWTI have  signed,  and the Company  has  furnished  to the SEC,  all
certifications  required by Sections  302 and 906 of the  Sarbanes-Oxley  Act of
2002; such certifications contain no qualifications or exceptions to the matters
certified therein and have not been modified or withdrawn;  and neither CWTI nor
any of its officers has received notice from any governmental entity questioning
or  challenging  the  accuracy,  completeness,  form  or  manner  of  filing  or
submission of such certifications.

                  (iv) CWTI has  heretofore  has made  available to  SheerVision
complete and correct copies of all certifications filed with the SEC pursuant to
Sections  302  and  906 of  Sarbanes-Oxley  Act of 2002  and  hereby  reaffirms,
represents and warrants to SheerVision  the matters and statements  made in such
certificates.

(S) COMPLIANCE WITH LAW AND GOVERNMENT REGULATIONS.

                  (i) CWTI is in  compliance  with,  and is not in violation of,
applicable  federal,  state,  local or foreign  statutes,  laws and  regulations
(including without  limitation,  any applicable  building,  zoning or other law,
ordinance  or  regulation)  affecting  its  properties  or the  operation of


                                      -14-
<PAGE>

its  business.  CWTI is not  subject to any  order,  decree,  judgment  or other
sanction of any court, administrative agency or other tribunal.

                  (ii) Each of CWTI,  its  directors  and its  senior  financial
officers has consulted with CWTI's independent  auditors and with CWTI's outside
counsel with respect to, and (to the extent  applicable  to CWTI) is familiar in
all material  respects with all of the  requirements of,  Sarbanes-Oxley  Act of
2002.  CWTI is in compliance with the provisions of such act applicable to it as
of the date hereof and has  implemented  such programs and has taken  reasonable
steps,  upon the advice of CWTI's  independent  auditors  and  outside  counsel,
respectively,  to ensure CWTI's future  compliance  (not later than the relevant
statutory and regulatory  deadlines  therefore)  with all provisions of such act
which shall become applicable thereto after the date hereof.

         (t) LEGAL PROCEEDINGS AND HISTORY.  CWTI hereby represents that, to the
knowledge of CWTI, no officer,  director or affiliate of CWTI, has been,  within
the five years ending on the Closing  Date, a party to any  bankruptcy  petition
against such person or against any business of which such person was affiliated;
convicted in a criminal  proceeding or subject to a pending criminal  proceeding
(excluding traffic  violations and other minor offenses);  subject to any order,
judgment or decree,  not  subsequently  reversed,  suspended or vacated,  of any
court of competent jurisdiction,  permanently or temporarily enjoining, barring,
suspending  or otherwise  limiting  their  involvement  in any type of business,
securities or banking activities;  or found by a court of competent jurisdiction
in a civil action,  by the SEC or the Commodity  Futures  Trading  Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

         (u) MATERIAL  CHANGES.  Subsequent to the respective  dates as of which
information  is  given in the CWTI  SEC  Documents,  there  has not been (i) any
material  adverse  change in the  business,  prospects,  financial  condition or
results of operations of CWTI, (ii) any transaction  committed to or consummated
that is material to CWTI,  (iii) any obligation,  direct or contingent,  that is
material to CWTI incurred by CWTI, except such obligations as have been incurred
in the  ordinary  course of  business,  (iv) any change in the capital  stock or
outstanding  indebtedness  of CWTI that is material to CWTI, (v) any dividend or
distribution  of any kind declared,  paid, or made on the capital stock of CWTI,
or (vi) any loss or damage  (whether  or not  insured)  to the  property of CWTI
which has a  material  adverse  effect  on the  business,  prospects,  condition
(financial or otherwise), or results of operations thereof.

         (v) STABILIZATION.  CWTI has  not,  and  no  person  acting  on  behalf
thereof, has taken or will take, directly or indirectly, any action designed to,
or that might  reasonably  be expected to cause or result in,  stabilization  in
violation of law, or manipulation, of the price of the Common Stock.

         (w) CERTAIN LOANS.  There are no outstanding  loans,  advances  (except
normal  advances  for business  expenses in the ordinary  course of business) or
guarantees  of  indebtedness  by CWTI  to,  or for the  benefit  of,  any of the
officers,  directors,  or director-nominees of CWTI or any of the members of the
families of any of them.

                                      -15-
<PAGE>

         (x) FOUNDERS. CWTI has not incurred any liability,  direct or indirect,
for finders' or similar fees on behalf of or payable by CWTI or  SheerVision  in
connection with this Agreement or any other transaction contemplated hereby.

         (y) REGISTRATION  RIGHTS.  No  stockholder  of  CWTI  has any  right to
request  or  require  CWTI to  register  the  sale of any  shares  owned by such
stockholder under the Securities Act on any registration statement.

         SECTION 2.02 REPRESENTATIONS AND WARRANTIES OF SHEERVISION. SheerVision
hereby represents and warrants to, and agrees with, CWTI that the statements set
forth in this  Section  2.02 are true,  correct,  and complete as of the date of
this  Agreement  except as  otherwise  set forth in the  corresponding  numbered
section of the letter,  dated even date herewith,  from SheerVision to CWTI (the
"SHEERVISION DISCLOSURE LETTER"):

         (a)  ORGANIZATION  AND  QUALIFICATION.  Other  than  as  set  forth  in
SheerVision   Disclosure  Letter,   SheerVision  has  no  subsidiaries  (each  a
"SHEERVISION  SUBSIDIARY",  as applicable,  and  collectively,  the "SHEERVISION
SUBSIDIARIES")  or  affiliated  corporation  or owns any  interest  in any other
enterprise  (whether or not such enterprise is a corporation).  SheerVision is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of California, with all requisite power and authority, and all
necessary consents,  authorizations,  approvals, orders, licenses, certificates,
and permits of and from, and declarations and filings with, all federal,  state,
local, and other governmental authorities and all courts and other tribunals, to
own,  lease,  license,  and use its  properties  and  assets and to carry on the
businesses  in  which  it  is  now  engaged  and  the  businesses  in  which  it
contemplates  engaging.  Other than as set forth in the  SheerVision  Disclosure
Letter,  SheerVision is duly qualified to transact the businesses in which it is
engaged and is in good standing as a foreign  corporation in every  jurisdiction
in which its ownership,  leasing, licensing, or use of property or assets or the
conduct of its businesses makes such qualification necessary.

         (b)  CAPITALIZATION.   The  authorized  capital  stock  of  SheerVision
consists of 2,000,000  shares of common  stock,  par value $0.001 per share (the
"SHEERVISION   COMMON  STOCK"),   of  which  1,000,000  shares  are  issued  and
outstanding.  Each  share  of  capital  stock  of  each  SheerVision  Subsidiary
("SHEERVISION  SUBSIDIARY CAPITAL STOCK") is owned beneficially and of record by
SheerVision.  Each of the  outstanding  shares of  SheerVision  Common Stock and
SheerVision  Subsidiary  Capital Stock is validly  authorized,  validly  issued,
fully paid, and  nonassessable,  has not been issued and is not owned or held in
violation of any preemptive right of stockholders and by the owners set forth in
the  SheerVision  Disclosure  Letter,  in each case free and clear of all liens,
security interests,  pledges, charges,  encumbrances,  stockholders' agreements,
and voting trusts.  Except as set forth in the  Sheervision  Disclosure  Letter,
there is no  commitment,  plan,  or  arrangement  to issue,  and no  outstanding
option,  warrant,  or other  right  calling  for the  issuance  of, any share of
SheerVision  Capital  Stock  or  SheerVision  Subsidiary  Capital  Stock  or any
security or other instrument  convertible into, exercisable for, or exchangeable
for SheerVision Capital Stock or SheerVision Subsidiary Capital Stock.

         (c)  FINANCIAL  CONDITION.  Miller  Ellin & Company  ("ME"),  which has
examined the  financial  statements  of the Company,  together  with the related
schedules and notes,  for the period


                                      -16-
<PAGE>

from  September 1, 2003 through  August 31, 2005,  are  independent  accountants
within the meaning of the  Securities  Act, the Exchange  Act, and the rules and
regulations  promulgated  thereunder.  SheerVision has provided to CWTI true and
correct  copies of the  following:  audited  balance sheets of SheerVision as of
August  31,  2004,  and 2005;  unaudited  balance  sheets of  SheerVision  as of
December  30,  2004 and  2005;  audited  statements  of  income,  statements  of
stockholders'  equity, and statements of cash flows of SheerVision for the years
ended  August  31,  2004,  and 2005;  and the  unaudited  statements  of income,
statements of stockholders'  equity, and statements of cash flows of SheerVision
for the four months ended  December 31, 2004 and 2005.  Each such balance  sheet
presents fairly the financial condition,  assets, liabilities, and stockholders'
equity of SheerVision as of its respective  date;  each such statement of income
and statement of stockholders'  equity presents fairly the results of operations
of SheerVision for the period  indicated;  and each such statement of cash flows
presents  fairly the  information  purported to be shown therein.  The financial
statements  referred  to in this  Section  2.01(c)  will have been  prepared  in
accordance with generally  accepted  accounting  principles in the United States
consistently applied throughout the periods involved, are in accordance with the
books and records of  SheerVision,  and complied and will comply in all material
respects with all applicable accounting requirements. Since December 31, 2005:

                  (i) There has at no time been a material adverse change in the
financial  condition,  results of operations,  businesses,  properties,  assets,
liabilities, or future prospects of SheerVision.

                  (ii)  SheerVision  has  not  authorized,  declared,  paid,  or
effected any dividend or  liquidating  or other  distribution  in respect of its
capital  stock  or  any  direct  or  indirect  redemption,  purchase,  or  other
acquisition of any stock of SheerVision.

                  (iii) The operations  and businesses of SheerVision  have been
conducted in all respects  only in the ordinary  course,  except as described in
the SheerVision Disclosure Letter.

There is no fact known to SheerVision  which materially  adversely affects or in
the  future  (as far as  SheerVision  can  reasonably  foresee)  may  materially
adversely  affect the financial  condition,  results of operations,  businesses,
properties,  assets, liabilities, or future prospects of SheerVision;  provided,
however,  that  SheerVision  expresses  no opinion as to  political  or economic
matters of general  applicability.  SheerVision  has made known, or caused to be
made known,  to the  accountants  or auditors who have  prepared,  reviewed,  or
audited the aforementioned  consolidated financial statements all material facts
and circumstances which could affect the preparation, presentation, accuracy, or
completeness thereof.

         (d) TAX AND OTHER LIABILITIES.  Neither SheerVision nor any SheerVision
Subsidiary  has any  material  liability of any nature,  accrued or  contingent,
including,  without  limitation,  liabilities  for  Taxes,  and  liabilities  to
customers or suppliers, other than the following:

                  (i)  Liabilities for which full provision has been made on the
balance sheet and the notes thereto (the "LAST SHEERVISION BALANCE SHEET") as of
December 31, 2005 (the "LAST  SHEERVISION  BALANCE  SHEET DATE")  referred to in
Section 2.02(c); and

                                      -17-
<PAGE>

                  (ii)  Other  liabilities  arising  since the Last  SheerVision
Balance  Sheet  Date and prior to the  Closing  Date in the  ordinary  course of
business  (which  shall not  include  liabilities  to  customers  on  account of
defective   products  or  services)  or  in  connection  with  the  transactions
contemplated  hereby or in connection  herewith which are not inconsistent  with
the representations and warranties of SheerVision or any other provision of this
Agreement.

Without  limiting  the  generality  of  the  foregoing,  the  amounts  set up as
provisions  for Taxes on the Last  SheerVision  Balance Sheet are sufficient for
all accrued and unpaid Taxes of SheerVision  and the  SheerVision  Subsidiaries,
whether or not due and payable and whether or not  disputed,  under tax laws, as
in effect on the Last SheerVision  Balance Sheet Date or now in effect,  for the
period  ended  on such  date  and for all  fiscal  periods  prior  thereto.  The
execution,  delivery,  and performance of this Agreement by SheerVision will not
cause any Taxes to be payable other than by the  stockholders  of SheerVision or
cause any lien,  charge, or encumbrance to secure any Taxes to be created either
immediately  or upon the nonpayment of any Taxes other than on the properties or
assets  of  the  stockholders  of  SheerVision.   Neither  SheerVision  nor  any
SheerVision Subsidiary has been required to file any tax returns by any overseas
tax  authorities  or  required  to  pay  any  taxes,   assessments,   and  other
governmental  charges  payable  or  remittable  by it or  levied  upon it or its
properties,  assets,  income,  or franchises which are due and payable.  Neither
SheerVision  nor  any  SheerVision  Subsidiary  is  subject  to any  litigation,
governmental or other proceeding (formal or informal), or investigation pending,
threatened, or in prospect with respect to any such report or the subject matter
of such report.

         (e) LITIGATION AND CLAIMS. There is no litigation,  arbitration, claim,
governmental or other proceeding (formal or informal), or investigation pending,
threatened,  or, to the best of  SheerVision's  knowledge,  in prospect  (or any
basis  therefor  known  to  SheerVision),   with  respect  to  SheerVision,  any
SheerVision Subsidiary,  or any of their respective businesses,  properties,  or
assets,  except as  described  in the  SheerVision  Disclosure  Letter.  Neither
SheerVision  nor any  SheerVision  Subsidiary  is  affected  by any  present  or
threatened strike or other labor disturbance nor to the knowledge of SheerVision
is any  union  attempting  to  represent  any  employee  of  SheerVision  or any
SheerVision  Subsidiary as collective  bargaining agent. Neither SheerVision nor
any  SheerVision  Subsidiary  is in violation of, or in default with respect to,
any law, rule, regulation, order, judgment, or decree which violation or default
would  have a material  adverse  effect  upon  SheerVision  or such  SheerVision
Subsidiary;  nor is SheerVision or any SheerVision  Sunsidiary  required to take
any action in order to avoid such violation or default.

         (f) PROPERTIES.

                  (i) Neither  SheerVision nor any  SheerVision  Subsidiary owns
any legal or  equitable  interest  in any real  property.  SheerVision  and each
SheerVision Subsidiary has good and marketable title to all other properties and
assets material thereto,  used in its respective business or owned by it (except
real and other  properties and assets as are held pursuant to leases or licenses
described in the SheerVision  Disclosure  Letter),  free and clear of all liens,
mortgages,  security interests,  pledges, charges, and encumbrances (except such
as are listed in the SheerVision Disclosure Letter).

                                      -18-
<PAGE>

                  (ii) All accounts and notes  receivable  reflected on the Last
SheerVision  Balance Sheet, or arising since the Last SheerVision  Balance Sheet
Date, have been collected, or are and will be good and collectible, in each case
at the aggregate  recorded  amounts thereof without right of recourse,  defense,
deduction, return of goods, counterclaim,  offset, or set off on the part of the
obligor, and, if not collected,  can reasonably be anticipated to be paid within
180 days of the date incurred.

                  (iii) Set forth in the SheerVision Disclosure Letter is a true
and complete list of all tangible  properties and assets owned by SheerVision or
leased or licensed by SheerVision from or to a third party (including  inventory
but not including  Intangibles  (as hereinafter  defined)),  and with respect to
such properties and assets leased or licensed by SheerVision  from or to a third
party,  a description of such lease or license.  All such  properties and assets
(including   Intangibles)  owned  by  SheerVision  are  reflected  on  the  Last
SheerVision  Balance  Sheet  (except  for  acquisitions  subsequent  to the Last
SheerVision  Balance Sheet Date and prior to the Closing Date,  which are either
noted in the  SheerVision  Disclosure  Letter  or are  approved  in  writing  by
SheerVision).  All tangible properties and assets owned by SheerVision or leased
or  licensed  by  SheerVision  from or to a third  party are in good and  usable
condition (reasonable wear and tear which is not such as to affect adversely the
operation of the businesses of SheerVision excepted).

                  (iv) To the best of SheerVision's  knowledge, no real property
owned by  SheerVision  or any  SheerVision  Subsidiary  or leased or licensed by
SheerVision or any  SheerVision  Subsidiary  from or to a third party lies in an
area which is, or will be, subject to zoning, use, or building code restrictions
which would prohibit,  and, to the best of SheerVision's  knowledge, no state of
facts  relating to the actions or inaction of another person or entity or his or
its ownership,  leasing, or licensing of any real or personal property exists or
will exist which would prevent, the continued effective  ownership,  leasing, or
licensing of such real property in the  businesses in which  SheerVision or such
SheerVision Subsidiary is now engaged or the businesses in which it contemplates
engaging.

                  (iv) The properties and assets (including  Intangibles)  owned
by  SheerVision  or the  SheerVision  Subsidiaries  (other than those  leased or
licensed by  SheerVision  or any  SheerVision  Subsidiary  to a third  party) or
leased or licensed by SheerVision  or any  SheerVision  Subsidiary  from a third
party  constitute  all such  properties  and assets  which are  necessary to the
business of SheerVision  and the  SheerVision  Subsidiaries  taken as a whole as
presently conducted or as they contemplate conducting.

                  (v)  SheerVision  has not caused or permitted  its  businesses
properties,  or assets to be used to generate,  manufacture,  refine, transport,
treat, store,  handle,  dispose of, transfer,  produce, or process any Hazardous
Substance  except in compliance with all applicable  laws,  rules,  regulations,
orders,  judgments,  and decrees, and has not caused or permitted the Release of
any Hazardous Substance on or off the site of any property of SheerVision.

                  (vi) Except as set forth in the SheerVision Disclosure Letter,
(A) SheerVision is in compliance in all material respects with all Environmental
Laws that are  applicable  to its  business,  (B)  SheerVision  has not received
notice from any governmental authority or third party of an asserted claim under
Environmental  Laws,  which claim is required to be disclosed in the


                                      -19-
<PAGE>

SheerVision  Disclosure  Letter,  (C)  to the  best  knowledge  of  SheerVision,
SheerVision  is not  likely  to be  required  to make  future  material  capital
expenditures to comply with Environmental  Laws, (D) no property which is owned,
leased or occupied  by  SheerVision  has been  designated  as a  Superfund  site
pursuant to the Comprehensive Response, Compensation, and Liability Act of 1980,
as  amended  (42  U.S.C.  ss.  9601,  et seq.),  or  otherwise  designated  as a
contaminated  site under  applicable  state or local law, and (E) SheerVision is
not  in  violation  of any  federal  or  state  law or  regulation  relating  to
occupational safety or health.

         (g) CONTRACTS AND OTHER INSTRUMENTS.  The SheerVision Disclosure Letter
contains  a true  and  correct  statement  of  the  information  required  to be
contained therein regarding material contracts, agreements, instruments, leases,
licenses,  arrangements,  or understandings  with respect to SheerVision and the
SheerVision  Subsidiaries  taken as a whole.  SheerVision has furnished to CWTI:
(i) the  certificate  of  incorporation  and  by-laws  of  SheerVision  and each
SheerVision  Subsidiary (or, in each case, the comparable charter documents,  if
any, under applicable law) and all amendments  thereto,  as presently in effect,
certified by the Secretary  thereof or an authorized  signatory thereof and (ii)
the  following:   (A)  true  and  correct  copies  of  all  material  contracts,
agreements,  and instruments  referred to in the SheerVision  Disclosure Letter;
(B) true and correct copies of all material  leases and licenses  referred to in
the SheerVision Disclosure Letter; and (C) true and correct written descriptions
of all material supply,  distribution,  agency, financing, or other arrangements
or understandings  referred to in the SheerVision  Disclosure Letter.  Except as
set forth in Section the SheerVision  Disclosure Letter, neither SheerVision nor
any  SheerVision  Subsidiary  is  party  to any  employment  agreement  with any
employee thereof. To the best of SheerVision's  knowledge,  none of SheerVision,
any SheerVision Subsidiary, or any other party to any such contract,  agreement,
instrument, lease, or license is now or expects in the future to be in violation
or breach of, or in default with respect to complying  with,  any term  thereof,
and each such material contract, agreement,  instrument, lease, or license is in
full force and is (to the best of  SheerVision's  knowledge in the case of third
parties) the legal,  valid,  and binding  obligation of the parties  thereto and
(subject to  applicable  bankruptcy,  insolvency,  and other laws  affecting the
enforceability  of creditors'  rights  generally) is  enforceable  as to them in
accordance  with its terms.  Each such material  supply,  distribution,  agency,
financing,  or other  arrangement  or  understanding  is a valid and  continuing
arrangement or understanding;  none of SheerVision,  any SheerVision Subsidiary,
or any other party to any such arrangement or understanding  has given notice of
termination  or taken  any  action  inconsistent  with the  continuance  of such
arrangement or understanding;  and the execution,  delivery,  and performance of
this Agreement will not prejudice any such  arrangement or  understanding in any
way. SheerVision and each SheerVision Subsidiary enjoys peaceful and undisturbed
possession  under all leases and licenses  under which it is operating.  Neither
SheerVision  nor any  SheerVision  Subsidiary  is party  to,  or bound  by,  any
contract, agreement,  instrument, lease, license, arrangement, or understanding,
or subject to any charter or other restriction, which has had or, to the best of
SheerVision's knowledge, may in the future have a material adverse effect on the
financial  condition,  results of operations,  businesses,  properties,  assets,
liabilities, or future prospects of SheerVision and the SheerVision Subsidiaries
taken as whole, and, following the consummation of the transactions contemplated
hereby,  CWTI.  Neither  SheerVision nor any SheerVision  Subsidiary has engaged
within  the last five  years in, is  engaging  in, or  intends  to engage in any
transaction  with, or has had within the last five years, now has, or intends to
have any  contract,  agreement,  instrument,  lease,  license,  arrangement,  or


                                      -20-
<PAGE>

understanding  with, any stockholder of SheerVision,  any director,  officer, or
employee of SheerVision  or any  SheerVision  Subsidiary  (except for employment
agreements  listed in the  SheerVision  Disclosure  Letter  and  employment  and
compensation  arrangements  described in the SheerVision Disclosure Letter), any
relative or affiliate of any  stockholder  of  SheerVision,  any such  director,
officer,  or  employee,  or any other  corporation  or  enterprise  in which any
stockholder of SheerVision, any such director, officer, or employee, or any such
relative or  affiliate  then had or now has a 5% or greater  equity or voting or
other  substantial  interest,  other than those  listed and so  specified in the
SheerVision  Disclosure  Letter.  The stock ledgers and stock transfer books and
the minute book records of SheerVision and each SheerVision  Subsidiary relating
to all  issuances  and  transfers of stock by  SheerVision  and the  SheerVision
Subsidiaries  and all proceedings of the stockholders and the Board of Directors
and committees thereof of SheerVision and each SheerVision  Subsidiary since its
respective  incorporation  made available to CWTI are the original stock ledgers
and stock  transfer  books and  minute  book  records  thereof  or exact  copies
thereof.  Neither SheerVision nor any SheerVision  Subsidiary is in violation or
breach of, or in default with respect to, any term of its respective certificate
of incorporation or by-laws (or the comparable  charter document,  if any, under
applicable law).

         (h) EMPLOYEES.

                  (i) Except as set forth in the SheerVision  Disclosure Letter,
neither  SheerVision nor any SheerVision  Subsidiary has, or contributes to, any
pension,  profit-sharing,  option,  other  incentive  plan, or any other type of
Employee  Benefit Plan or has any  obligation to or customary  arrangement  with
employees for bonuses,  incentive compensation,  vacations,  severance pay, sick
pay, sick leave,  insurance,  service  award,  relocation,  disability,  tuition
refund, or other benefits,  whether oral or written,  except as set forth in the
SheerVision  Disclosure  Letter.  SheerVision  has  furnished  to CWTI  true and
correct copies, of all documents evidencing plans, obligations,  or arrangements
referred to in the  SheerVision  Disclosure  Letter (or true and correct written
summaries  of  such  plans,  obligations,  or  arrangements  to the  extent  not
evidenced  by  documents)  and true and correct  copies,  so  initialed,  of all
documents evidencing trusts, summary plan descriptions,  and any other summaries
or descriptions relating to any such plans.

                  (ii) The  SheerVision  Disclosure  Letter  contains a true and
correct  statement of the names,  relationship  with SheerVision or the relevant
SheerVision  Subsidiary,  present rates of compensation  (whether in the form of
salary,  bonuses,   commissions,  or  other  supplemental  compensation  now  or
hereafter payable),  and aggregate compensation for the fiscal year ended August
31,  2005 of (A)  each  director,  officer,  or  other  employee  thereof  whose
aggregate  compensation  for the fiscal  year ended  August  31,  2005  exceeded
US$25,000  or  whose  aggregate  compensation  presently  exceeds  the  rate  of
US$25,000  per annum and (B) all  sales  agents,  dealers,  or  distributors  of
SheerVision or any SheerVision  Subsidiary.  Since August 31, 2005,  SheerVision
has not  changed the rate of  compensation  of any of its  directors,  officers,
employees,  agents, dealers, or distributors,  nor has any Employee Benefit Plan
or program of  SheerVision  or any  SheerVision  Subsidiary  been  instituted or
amended to increase benefits thereunder.

                  (iii) There are no material controversies,  including strikes,
disputes, slowdowns or work stoppages,  pending, or to the best of SheerVision's
knowledge,  threatened  which involve any employees  employed in connection with
the business of SheerVision or the SheerVision


                                      -21-
<PAGE>

Subsidiaries.  Each of SheerVision and the SheerVision Subsidiaries has complied
and is  complying  in all  material  respects  with  all  Laws  relating  to the
employment  of labor,  including,  without  limitation,  any  provision  thereof
relating to wages, hours,  collective  bargaining,  employee health,  safety and
welfare,  and the  payment of social  security  and  similar  taxes.  Neither of
SheerVision  nor  any  SheerVision  Subsidiary  is a  party  to  any  collective
bargaining or union contract, and to the best of SheerVision's knowledge,  there
exists no current  union  organizational  effort with respect to any employee of
SheerVision  or  any  SheerVision   Subsidiary.   Neither  SheerVision  nor  any
SheerVision   Subsidiary  has  experienced  any  material  labor   difficulties,
including, without limitation, strikes, slowdowns, or work stoppages, within the
five-year period preceding the date hereof.

         (i)  PATENTS,  TRADEMARKS,  ET  CETERA.  Neither  SheerVision  nor  any
SheerVision  Subsidiary  owns  or  has  pending,  or is  licensed  or  otherwise
permitted  to use,  any  material  Intangible,  other than as  described  in the
SheerVision  Disclosure  Letter.  Each  Intangible  is  validly  issued  and  is
currently in force and uncontested in all  jurisdictions  in which it is used or
in which such use is contemplated.  The SheerVision Disclosure Letter contains a
true and correct  listing  of: (i) all  Intangibles  which are owned  (either in
whole or in part),  used by,  or  licensed  to  SheerVision  or any  SheerVision
Subsidiary or which  otherwise  relate to the  businesses of  SheerVision or any
SheerVision  Subsidiary,  and  a  description  of  each  such  Intangible  which
identifies its owner, registrant, or applicant; (ii) all contracts,  agreements,
instruments,  leases,  and licenses and  identification  of all parties  thereto
under  which  SheerVision  or  any  SheerVision  Subsidiary  owns  or  uses  any
Intangible (whether or not under license from third parties),  together with the
identification of the owner,  registrant,  or applicant of each such Intangible;
(iii)  all  contracts,   agreements,   instruments,  leases,  and  licenses  and
identification of all parties thereto under which SheerVision or any SheerVision
Subsidiary  grants  the  right to use any  Intangible;  and  (iv) all  validity,
infringement,  right-to-use,  or other opinions of counsel (whether  in-house or
outside)  which concern the validity,  infringement,  or  enforceability  of any
Intangible  owned  or  controlled  by a  party  other  than  SheerVision  or any
SheerVision Subsidiary which relates to the businesses, properties, or assets of
SheerVision  or  any  SheerVision   Subsidiary.   Except  as  specified  in  the
SheerVision  Disclosure Letter:  (v) SheerVision or a SheerVision  Subsidiary is
the sole and exclusive  owner or licensee of, and (other than those  licensed by
SheerVision  to any  SheerVision  Subsidiary  to a third party) has the right to
use, all  Intangibles;  (vi) no  Intangible  is subject to any order,  judgment,
decree, contract, agreement, instrument, lease, or license restricting the scope
of the use thereof;  (vii) during the last five years,  neither  SheerVision nor
any  SheerVision  Subsidiary  has been charged with, or has charged others with,
unfair  competition,   infringement  of  any  Intangible,  or  wrongful  use  of
confidential information, trade secrets, or secret processes; and (viii) neither
SheerVision  nor any SheerVision  Subsidiary is using any patentable  invention,
confidential information, trade secret, or secret process of others. There is no
right under any  Intangible  necessary to the  businesses of  SheerVision or any
SheerVision Subsidiary as presently conducted or as it contemplates  conducting,
except such as are so designated in the SheerVision  Disclosure Letter.  Neither
SheerVision nor any SheerVision Subsidiary has infringed, is not infringing, and
has not  received  notice of  infringement  in  respect  of the  Intangibles  or
asserted   Intangibles  of  others,  nor  has  SheerVision  or  any  SheerVision
Subsidiary  been  advised  by  counsel or others  that it is  infringing  or may
infringe the  Intangibles  or asserted  Intangibles  of others if any  currently
contemplated business activity is effectuated.  To the knowledge of SheerVision,
there  is no


                                      -22-
<PAGE>

infringement  by  others  of  Intangibles  of  SheerVision  or  any  SheerVision
Subsidiary.  As far as  SheerVision  can  foresee,  there  is no  Intangible  or
asserted Intangible of others that may materially adversely affect the financial
condition, results of operations,  businesses,  properties, assets, liabilities,
or future prospects of SheerVision and the SheerVision  Subsidiaries  taken as a
whole. All contracts,  agreements,  instruments, leases, and licenses pertaining
to Intangibles to which SheerVision or any SheerVision Subsidiary is a party, or
to which any of its respective  businesses,  properties,  or assets are subject,
are in compliance with all laws,  rules,  regulations,  orders,  judgments,  and
decrees binding on SheerVision or any SheerVision  Subsidiary or to which any of
its respective  businesses,  properties,  or assets are subject. The trademarks,
tradenames,   and  service  marks  used  by  SheerVision   and  the  SheerVision
Subsidiaires to identify, respectively, their products, businesses, and services
are set forth in the  SheerVision  Disclosure  Letter.  Neither the  SheerVision
Shareholders,   any  director,  officer,  or  employee  of  SheerVision  or  any
SheerVision   Subsidiary,   any  relative  or   affiliate  of  the   SheerVision
Shareholders  or  any  such  director,  officer,  or  employee,  nor  any  other
corporation  or  enterprise  in which  the  SheerVision  Shareholders,  any such
director, officer, or employee, or any such relative or affiliate had or now has
a 5% or greater equity or voting or other  substantial  interest,  possesses any
Intangible  which relates to the businesses of  SheerVision  or any  SheerVision
Subsidiary.

         (j)  QUESTIONABLE  PAYMENTS.  Neither  SheerVision  or any  SheerVision
Subsidiary,  nor  any  director,  officer,  agent,  employee,  or  other  person
associated  with,  or  acting  on  behalf  of,  SheerVision  or any  SheerVision
Subsidiary, nor the SheerVision Shareholders,  has, directly or indirectly: used
any corporate funds for unlawful contributions,  gifts, entertainment,  or other
unlawful expenses relating to political  activity;  made any unlawful payment to
foreign or domestic government  officials or employees or to foreign or domestic
political  parties or campaigns from corporate funds;  violated any provision of
the  Foreign  Corrupt  Practices  Act of 1977,  as  amended;  or made any bribe,
rebate, payoff, influence payment, kickback, or other unlawful payment.

         (k)  AUTHORITY.  SheerVision  has all requisite  power and authority to
execute,   deliver,   and  perform  this  Agreement.   All  necessary  corporate
proceedings  of  SheerVision  have been duly taken to authorize  the  execution,
delivery,  and performance of this Agreement by SheerVision.  This Agreement has
been duly authorized,  executed,  and delivered by SheerVision,  constitutes the
legal,  valid, and binding  obligation of SheerVision,  and is enforceable as to
SheerVision in accordance with its terms.  Except as otherwise set forth in this
Agreement, no consent, authorization,  approval, order, license, certificate, or
permit of or from, or declaration or filing with, any federal,  state, local, or
other  governmental  authority  or any court or other  tribunal  is  required by
SheerVision  for the  execution,  delivery,  or performance of this Agreement by
SheerVision.  No  consent  of any  party to any  material  contract,  agreement,
instrument,  lease, license,  arrangement, or understanding to which SheerVision
or  any  SheerVision  Subsidiary  is a  party,  or to  which  its  or any of its
respective  businesses,  properties,  or assets are subject, is required for the
execution,  delivery,  or performance  of this  Agreement  (except such consents
referred to in the SheerVision Disclosure Letter); and the execution,  delivery,
and  performance  of this  Agreement  will not  violate,  result in a breach of,
conflict  with,  or (with or without the giving of notice or the passage of time
or both)  entitle any party to  terminate or call a default  under,  entitle any
party to  receive  rights or  privileges  that such  party was not  entitled  to
receive  immediately  before this  Agreement was executed  under,  or create any
obligation on the part of SheerVision,  any SheerVision  Subsidiary,  or CWTI to
which it was not subject immediately before this Agreement


                                      -23-
<PAGE>


was  executed  under,  any  term  of  any  such  material  contract,  agreement,
instrument, lease, license, arrangement, or understanding,  or violate or result
in a breach  of any term of the  certificate  of  incorporation  or  by-laws  of
SheerVision or any SheerVision  Subsidiary (or the comparable charter documents,
if any,  under  applicable  law), or (if the  provisions  of this  Agreement are
satisfied)  violate,  result in a breach  of, or  conflict  with any law,  rule,
regulation, order, judgment, or decree binding on SheerVision or any SheerVision
Subsidiary or to which any of its respective businesses,  properties,  or assets
are subject.  Except as set forth in the SheerVision  Disclosure Letter, neither
SheerVision or any  SheerVision  Subsidiary nor any of its officers,  directors,
employees, or agents has employed any broker or finder or incurred any liability
for any fee, commission,  or other compensation payable by any person on account
of alleged employment as a broker or finder, or alleged  performance of services
as a broker or finder,  in connection  with or as a result of this  Agreement or
the other transactions contemplated hereby and in connection herewith.

         (l)  INSURANCE.  All  policies  of fire  and  other  insurance  against
casualty and other losses and public liability  insurance carried by SheerVision
and the SheerVision  Subsidiaries  are described in the  SheerVision  Disclosure
Letter and are in full force and effect.  A full and complete  copy of each such
insurance  policy has been  provided  to CWTI.  All  premiums in respect of such
policies for which premium  notices have been received have been paid in full as
the  same  become  due and  payable.  Neither  SheerVision  nor any  SheerVision
Subsidiary  has  failed  to give any  notice  or  present  any  claim  under any
insurance policy in due and timely fashion. There are no actual claims or claims
threatened in writing against  SheerVision or any SheerVision  Subsidiary  which
could come within the scope of such coverage nor are any such policies currently
threatened  with  cancellation.   There  are  no  outstanding   requirements  or
recommendations  by any  insurance  company that issued a policy with respect to
any of the respective  assets,  the businesses,  or operations of SheerVision or
any  SheerVision  Subsidiary or by any Board of Fire  Underwriters or other body
exercising  similar  functions  or by any  governmental  authority  requiring or
recommending any repairs or other work to be done on, or with respect to, any of
the respective assets of SheerVision or any SheerVision  Subsidiary or requiring
or recommending any equipment or facilities to be installed on any premises from
which the respective businesses of SheerVision or any SheerVision  Subsidiary is
conducted or in connection with any of the respective  assets  thereof.  Neither
SheerVision  nor any  SheerVision  Subsidiary  has any knowledge of any material
proposed  increase  in  applicable  insurance  rates  or of  any  conditions  or
circumstances  applicable to the respective businesses thereof that might result
in such  increases.  No such policy is terminable by virtue of the  transactions
contemplated by this Agreement.

         (m) BUSINESS  CONDUCTED IN NO OTHER NAME.  All business of  SheerVision
and the SheerVision  Subsidiaries  has been conducted in its respective name and
for its respective  benefit and there are no parties  related or affiliated with
SheerVision or any SheerVision Subsiairy,  either directly or indirectly,  which
are  competing  for the  business  thereof,  unless  otherwise  set forth in the
SheerVision Disclosure Letter.

         (n)  CUSTOMERS  AND  SUPPLIERS.   There  has  been  no  termination  or
cancellation  of  any  relationship   between   SheerVision  or  by  SheerVision
Subsidiary  and any  material  supplier,  or any  customer or group of customers
which, individually or in the aggregate, represented more than five (5%) percent
of the gross  revenues  of  SheerVision  taken as a whole  during the year ended
August 31, 2005,  nor is there any reason to believe that any such  terminations
or cancellations of such


                                      -24-
<PAGE>

magnitudes are pending or threatened.

         (o)  Completeness  of  Disclosure.  No  representation  or  warranty by
SheerVision in this Agreement contains,  or at the Closing Date will contain, an
untrue  statement of material  fact or omits or at the Closing Date will omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements made not misleading.

         (p) Compliance  with Law and Government  Regulations.  SheerVision  and
each SheerVision  Subsidiary is in compliance in all material respects with, and
is not  in  violation  of,  applicable  local  or  foreign  statutes,  laws  and
regulations  (including without limitation,  any applicable building,  zoning or
other law, ordinance or regulation) affecting its properties or the operation of
its business.  Neither SheerVision nor any SheerVision  Subsidiary is subject to
any order,  decree,  judgment  or other  sanction  of any court,  administrative
agency or other tribunal.

         (q) SheerVision  has not, and no person acting on behalf  thereof,  has
taken or will take,  directly or  indirectly,  any action  designed  to, or that
might  reasonably be expected to cause or result in,  stabilization in violation
of law, or manipulation, of the price of the CWTI Common Stock.

         (r) There are no outstanding  loans,  advances  (except normal advances
for business  expenses in the ordinary  course of  business)  or  guarantees  of
indebtedness  by  SheerVision  to, or for the benefit  of, any of the  officers,
directors,  or  director-nominees  of  SheerVision  or any of the members of the
families  of any of them,  except as  disclosed  in the  SheerVision  Disclosure
Letter.

         (s) SheerVision has not incurred any liability, direct or indirect, for
finders' or similar fees on behalf of or payable by  SheerVision  or SheerVision
in connection with the Transaction Agreements or any other transaction involving
SheerVision and SheerVision.

         (t) No stockholder  of SheerVision  has any right to request or require
SheerVision to register the sale of any shares owned by such  stockholder  under
the Securities Act on any registration statement.

         SECTION  2.03   REPRESENTATIONS   AND  WARRANTIES  OF  THE  SHEERVISION
SHAREHOLDERS.  The SheerVision  Shareholders  hereby represents and warrants to,
and agrees with, CWTI as follows:

         (a) REPRESENTATIONS AND WARRANTIES OF SHEERVISION.  To the knowledge of
the SheerVision Shareholders,  the representations and warranties of SheerVision
set forth in Section 2.02 hereof are true and correct in all material  respects.
Nothing has come to the  attention of the  SheerVision  Shareholders  that would
lead the SheerVision Shareholders to believe that any representation or warranty
of  SheerVision  set forth on Section  2.02 hereof is untrue or incorrect in any
material respect.

         (b) AUTHORITY.  SheerVision and the SheerVision  Shareholders have each
approved this Agreement and duly  authorized the execution and delivery  hereof.
The SheerVision  Shareholders  are  individuals  residing in Hong Kong with full
power and authority under the laws thereof to execute, deliver, and perform this
Agreement and the transactions  contemplated hereby and in connection  herewith.
The SheerVision  Shareholders  have reached the age of majority under applicable
law.

                                      -25-
<PAGE>

         (c) OWNERSHIP OF SHARES. The SheerVision  Shareholders own beneficially
all of the shares of SheerVision  Capital Stock.  The  SheerVision  Shareholders
have full power and  authority to transfer  such shares of  SheerVision  Capital
Stock to CWTI under,  pursuant to, and in accordance  with, this Agreement,  and
such  shares are free and clear of any  liens,  charges,  mortgages,  pledges or
encumbrances  and such shares are not subject to any claims as to the  ownership
thereof,  or any rights,  powers or interest therein, by any third party and are
not subject to any preemptive or similar rights of stockholders.

         (d) INVESTMENT REPRESENTATIONS AND COVENANTS.

                  (i) The  SheerVision  Shareholders  represent  that  they  are
acquiring  the  shares of CWTI  Common  Stock to be issued  pursuant  to Section
1.02(a)  hereof for their own  accounts and for  investment  only and not with a
view to  distribution  or resale  thereof  within the  meaning of such phrase as
defined under the Securities Act. The SheerVision Shareholders shall not dispose
of any part or all of such  shares  of CWTI  Common  Stock in  violation  of the
provisions of the Securities Act and the rules and regulations promulgated under
the Securities Act by the SEC and all applicable  provisions of state securities
laws and regulations.

                  (ii) The certificate or certificates  representing  the shares
  of CWTI Common Stock shall bear a legend in  substantially  the form set forth
  in Section 1.02(c) hereof.

                  (iii) The SheerVision  Shareholders acknowledge being informed
  that the shares of CWTI Common Stock to be issued  pursuant to Section 1.02(a)
  hereof shall be unregistered,  shall be "RESTRICTED  SECURITIES" as defined in
  paragraph  (a) of  Rule  144  under  the  Securities  Act,  and  must  be held
  indefinitely unless (a) they are subsequently  registered under the Securities
  Act, or (b) an exemption from such registration is available.  The SheerVision
  Shareholders  further  acknowledge  that CWTI does not have an  obligation  to
  currently   register   such   securities   for  the  account  of   SheerVision
  Shareholders.

                  (iv) The SheerVision  Shareholders  acknowledge that they have
  been afforded  access to all material  information  which they have  requested
  relevant to their  decision to acquire the shares of CWTI Common  Stock and to
  ask  questions  of CWTI's  management  and that,  except as set forth  herein,
  neither CWTI nor anyone acting on behalf of CWTI has made any  representations
  or warranties to the SheerVision  Shareholders which have induced,  persuaded,
  or  stimulated  the  SheerVision  Shareholders  to acquire such shares of CWTI
  Common Stock.

                  (v)  Either   alone,   or  together   with  their   investment
  advisor(s),  the SheerVision Shareholders have the knowledge and experience in
  financial  and  business  matters to be capable of  evaluating  the merits and
  risks of the  prospective  investment in the shares of CWTI Common Stock,  and
  the SheerVision Shareholders are and will be able to bear the economic risk of
  the investment in such shares of CWTI Common Stock.

                                      -26-
<PAGE>

                                   ARTICLE III

                                    COVENANTS

         SECTION 3.01 COVENANTS OF CWTI.  CWTI covenants and agrees that,  after
the date  hereof  and  through  the  earlier  of the  Closing or the date of the
termination of this Agreement pursuant to Article IV hereof (the earlier of such
times,  the  "RELEASE  TIME"),  unless  SheerVision  will  otherwise  approve in
writing, which approval will not be unreasonably withheld:

         (a)      (i) Until the Release  Time,  no  dividend or  liquidating  or
other  distribution  or stock  split shall be  authorized,  declared,  paid,  or
effected by CWTI in respect of the outstanding shares of CWTI Common Stock.

                  (ii) Until the Release Time, no share of capital stock of CWTI
or warrant for any such share, right to subscribe to or purchase any such share,
or security  convertible  into, or  exchangeable  or  exercisable  for, any such
share, shall be issued or sold by CWTI.

         (b) Until the Release Time,  CWTI will afford the officers,  directors,
employees,   counsel,  agents,  investment  bankers,   accountants,   and  other
representatives  of SheerVision and the SheerVision  Shareholders  free and full
access to the plants,  properties,  books, and records of CWTI. CWTI will permit
them to make extracts  from and copies of such books and records,  and will from
time to time furnish  SheerVision  and the  SheerVision  Shareholders  with such
additional  financial  and  operating  data  and  other  information  as to  the
financial  condition,  results of operations,  businesses,  properties,  assets,
liabilities,  or future  prospects  of CWTI as  SheerVision  or the  SheerVision
Shareholders  from time to time may request.  Until the Release Time,  CWTI will
cause the independent  certified public accountants of CWTI to make available to
SheerVision,  its independent certified public accountants,  and the SheerVision
Shareholders,  the work  papers  relating  to the audits of CWTI  referred to in
Section 2.01(c) of this Agreement.

         (c) Until the Release Time,  CWTI will conduct its affairs,  so that on
the Closing Date, no representation  or warranty of CWTI will be inaccurate,  no
covenant  or  agreement  of CWTI  will be  breached,  and no  condition  in this
Agreement will remain unfulfilled by reason of the actions or omissions of CWTI.
Except as otherwise  consented to by SheerVision  in writing,  until the Release
Time, CWTI will conduct its affairs in all respects only in the ordinary course.

         (d) Until the Release Time, CWTI will immediately advise SheerVision in
a detailed  written  notice of any material fact or occurrence or any pending or
threatened  material  occurrence  of which it  obtains  knowledge  and which (if
existing and known at the date of the  execution of this  Agreement)  would have
been  required to be set forth or disclosed in or pursuant to this  Agreement or
in the CWTI SEC Documents,  which (if existing and known at any time prior to or
at the Closing) would make the performance by any party of a covenant  contained
in this Agreement impossible or make such performance  materially more difficult
than in the absence of such fact or occurrence,  or which (if existing and known
at the time of the Closing)  would cause a condition to any party's  obligations
under this Agreement not to be fully satisfied.

                                      -27-
<PAGE>

         (e) CWTI shall use its commercially  reasonable  efforts to insure that
all  confidential  information  which  CWTI or any of its  officers,  directors,
employees,  counsel, agents,  investment bankers, or accountants may now possess
or may hereafter create or obtain relating to the financial  condition,  results
of operations,  businesses, properties, assets, liabilities, or future prospects
of  SheerVision,  any affiliate of  SheerVision,  or any customer or supplier of
SheerVision or any such  affiliate  shall not be published,  disclosed,  or made
accessible  by any of them to any  other  person  or  entity  without  the prior
written consent of SheerVision,  which written consent shall not be unreasonably
withheld;  provided,  however,  that the restrictions of this sentence shall not
apply (i) as may  otherwise  be required  by law,  (ii) as may be  necessary  or
appropriate in connection with the  enforcement of this  Agreement,  or (iii) to
the extent the information shall have otherwise become publicly available.  CWTI
shall,  and shall  cause all other such  persons  and  entities  to,  deliver to
SheerVision all tangible  evidence of the confidential  information  relating to
SheerVision,  any  affiliate of  SheerVision,  or (insofar as such  confidential
information was provided by, or on behalf of, SheerVision, or any such affiliate
of SheerVision) any customer or supplier of any of them or any such affiliate to
which the  restrictions of the foregoing  sentence apply  immediately  after the
termination of this Agreement pursuant to Article IV or V hereof.

         (f) Before CWTI releases any  information  concerning this Agreement or
any of the other  transactions  contemplated  hereby or in  connection  herewith
which is intended for or may result in public dissemination  thereof, CWTI shall
cooperate  with  SheerVision,  shall furnish drafts of all documents or proposed
oral  statements  to  SheerVision  for  comment,  and shall not release any such
information without the written consent of SheerVision. Nothing contained herein
shall prevent CWTI from releasing any information if required to do so by law.

         (g) CWTI shall not make any  agreement or reach any  understanding  not
approved in writing by  SheerVision  as a condition  for  obtaining any consent,
authorization, approval, order, license, certificate, or permit required for the
consummation of the transactions contemplated by this Agreement.

         (h) CWTI shall  promptly  prepare all  required  or, in the  reasonable
opinion of the parties  hereto,  appropriate  Periodic  Reports (as  hereinafter
defined)  and  other  regulatory  filings  relating  to this  Agreement  and the
transactions  contemplated hereby and in connection herewith. CWTI shall furnish
or  cause  to  be  furnished,  for  inclusion  in  the  Periodic  Reports,  such
information about CWTI, and CWTI's security holders as may be required or as may
be reasonably  requested by SheerVision,  and shall continue to furnish or cause
to be  furnished  such  information  as is  necessary  to keep such  information
correct and  complete in all  material  respect  until the  Release  Time.  CWTI
represents  and warrants  that the  information  that it has  furnished to date,
taken as a whole,  does not now,  and will not at any time prior to the  Release
Time, (i) contain an untrue statement of a material fact or (ii) omit to state a
material fact required to be stated  therein or necessary to make the statements
therein not false or misleading. CWTI shall take any action required to be taken
by it under state "blue-sky,"  securities,  or take-over laws in connection with
the  issuance of CWTI Common  Stock  pursuant to the  transactions  contemplated
hereby and in connection herewith.  The filings made by CWTI within the past six
years with the SEC were, if filed under the Exchange Act, prepared in accordance
with the then  existing  requirements  of the  Exchange  Act and the  rules  and
regulations  thereunder  and, if filed  under the  Securities  Act,  prepared in
accordance  with the then existing  requirements  of the  Securities Act and the
rules  and


                                      -28-
<PAGE>

regulations  thereunder.  Such  filings when filed,  and the press  releases and
other public  statements  CWTI has made  subsequent to the last such filing when
considered together with such filings, did not at the time of filing or issuance
of the press releases or other public statements,  as the case may be, and (with
respect to the press  releases  and other  public  statements,  when  considered
together  with such  filings)  do not now (i) contain an untrue  statement  of a
material  fact or (ii)  omit to state a  material  fact  required  to be  stated
therein or necessary to make the statements therein not false or misleading.

         (i)  If,  prior  to the  Release  Time,  CWTI  Common  Stock  shall  be
recapitalized  or reclassified  or CWTI shall effect any stock  dividend,  stock
split,  or reverse  stock  split of CWTI Common  Stock,  then the shares of CWTI
Common Stock to be delivered under this Agreement or upon exercise,  conversion,
or exchange of any security to be delivered  under this  Agreement or assumed by
CWTI as  contemplated  by this Agreement  shall be  appropriately  and equitably
adjusted  to the kind and  amount of shares  of stock and other  securities  and
property to which the holders of such shares of CWTI Common  Stock or such other
security  would  have been  entitled  to  receive  had such  stock or such other
security  been  issued and  outstanding  as of the record  date for  determining
stockholders entitled to participate in such corporate event.

         (j) CWTI  shall  timely  prepare  and file any  declaration  or  filing
necessary to comply with any transfer tax statutes  that require any such filing
before the Closing.

         (k) Until the Release Time,  CWTI shall not, and shall not authorize or
permit any officer,  director,  employee,  counsel,  agent,  investment  banker,
accountant,  or  other  representative  of  CWTI,  directly  or  indirectly,  to
contemplate  or enter  into  any  transaction  the  effect  of  which  may be to
prohibit,  restrict, or delay the consummation of the transactions  contemplated
by this Agreement or impair the contemplated  benefits to CWTI's stockholders of
the transactions contemplated by this Agreement.

         (l)      (i) Following  the  consummation  of  the transactions contem-
plated  hereby  and in  connection  herewith,  CWTI will  cause  SheerVision  to
continue its historic business or to use a significant  portion of SheerVision's
historic  business  assets in a  business,  in each case  within the  meaning of
section 1.368-1(d) of the Treasury Regulations, assuming that the assets of, and
the  business   conducted  by,   SheerVision  at  the  Closing  Date  constitute
SheerVision's historic business assets and historic business, respectively.

                  (ii)   Following   the   consummation   of  the   transactions
contemplated hereby and in connection herewith, CWTI will not permit SheerVision
to  issue  additional  shares  that  would  result  in CWTI  losing  control  of
SheerVision within the meaning of section 368(c) of the Code.

         (m) CWTI shall use best efforts to file,  within 30 days  following the
Closing,  with the National  Association  of  Securities  Dealers,  Inc., or its
affiliates,  all information required by Rule 15c2-11 under the Exchange Act, if
required.

         (n) As soon as practicable  following the Closing, CWTI shall cause its
certificate and articles of incorporation to be amended as follows: to cause the
corporate  name  thereof to be changed to reflect  the nature and  character  of
SheerVision.

                                      -29-
<PAGE>

         SECTION 3.02 COVENANTS OF SHEERVISION. SheerVision covenants and agrees
that,  after the date  hereof and through  the  Release  Time,  unless CWTI will
otherwise approve in writing, which approval will not be unreasonably withheld:

         (a)  Until  the  Release  Time,  no  amendment  will  be  made  in  the
certificate  of  incorporation  or by-laws  (or,  in each case,  the  comparable
charter documents, if any, under applicable law) of SheerVision.

         (b) Until  the  Release  Time,  no  dividend  or  liquidating  or other
distribution or stock split shall be authorized,  declared, paid, or effected by
SheerVision in respect of the outstanding  shares of SheerVision  Capital Stock.
Until the Release Time,  no direct or indirect  redemption,  purchase,  or other
acquisition shall be made by SheerVision of shares of SheerVision Capital Stock.

         (c) Until the  Release  Time,  SheerVision  will  afford the  officers,
directors,  employees,  counsel, agents,  investment bankers,  accountants,  and
other  representatives of CWTI and lenders,  investors,  and prospective lenders
and investors free and full access to the plants, properties, books, and records
of SheerVision,  will permit them to make extracts from and copies of such books
and  records,  and will from  time to time  furnish  CWTI  with such  additional
financial  and  operating  data  and  other  information  as  to  the  financial
condition, results of operations,  businesses,  properties, assets, liabilities,
or future prospects of SheerVision as CWTI from time to time may request.  Until
the  Release  Time,  SheerVision  will cause the  independent  certified  public
accountants  of  SheerVision  to  make  available  to CWTI  and its  independent
certified  public  accountants  the  work  papers  relating  to  the  audits  of
SheerVision referred to in Section 2.02(c) of this Agreement.

         (d) Until the Release  Time,  SheerVision  will  conduct its affairs so
that at the  Closing,  no  representation  or  warranty of  SheerVision  will be
inaccurate in any material respect, no covenant or agreement of SheerVision will
be breached,  and no  condition in this  Agreement  will remain  unfulfilled  by
reason of the actions or omissions of SheerVision. Except as otherwise consented
to by CWTI in writing,  until the Release  Time,  SheerVision  will use its best
efforts to preserve the  business  operations  of  SheerVision  intact,  to keep
available the services of its present  personnel,  to preserve in full force and
effect the contracts,  agreements,  instruments, leases, licenses, arrangements,
and  understandings  of  SheerVision,  and to  preserve  the  good  will  of its
suppliers,  customers,  and others having  business  relations with any of them.
Until the Release  Time,  SheerVision  will  conduct its affairs in all respects
only  in the  ordinary  course,  other  than  in  connection  with  the  matters
referenced herein.

         (e) Until the Release Time, SheerVision will immediately advise CWTI in
a detailed  written  notice of any material fact or occurrence or any pending or
threatened  material  occurrence  of which it  obtains  knowledge  and which (if
existing and known at the date of the  execution of this  Agreement)  would have
been  required to be set forth or disclosed in or pursuant to this  Agreement or
the  SheerVision  Disclosure  Letter,  which (if  existing and known at any time
prior  to or at the  Closing)  would  make  the  performance  by any  party of a
covenant  contained  in  this  Agreement  impossible  or make  such  performance
materially  more difficult  than in the absence of such fact or


                                      -30-
<PAGE>

occurrence,  or which (if existing  and known at the time of the Closing)  would
cause a condition  to any party's  obligations  under this  Agreement  not to be
fully satisfied.

         (f) SheerVision shall use its commercially reasonable efforts to insure
that all  confidential  information  which  SheerVision or any of its respective
officers,   directors,   employees,  counsel,  agents,  investment  bankers,  or
accountants  may now possess or may hereafter  create or obtain  relating to the
financial  condition,  results of operations,  businesses,  properties,  assets,
liabilities, or future prospects of CWTI, any affiliate thereof, or any customer
or supplier thereof or of any such affiliate shall not be published,  disclosed,
or made  accessible  by any of them to any other person or entity at any time or
used by any of them  except  in the  ordinary  course  of  business  and for the
benefit  of  SheerVision;  provided,  however,  that  the  restrictions  of this
sentence  shall not apply (A) after this  Agreement  is  terminated  pursuant to
Article IV or V hereof or  otherwise,  (B) as may  otherwise be required by law,
(C) as may be necessary or  appropriate  in connection  with the  enforcement of
this Agreement, or (D) to the extent the information shall have otherwise become
publicly available.

         (g)  Before  SheerVision  releases  any  information   concerning  this
Agreement or any of the  transactions  contemplated  by this Agreement  which is
intended for, or may result in, public dissemination thereof,  SheerVision shall
cooperate  with CWTI,  shall  furnish  drafts of all  documents or proposed oral
statements  to CWTI for  comment,  and shall not  release  any such  information
without the written  consent of CWTI,  which consent  shall not be  unreasonably
withheld.  Nothing contained herein shall prevent SheerVision from releasing any
information if required to do so by law.

         (h) SheerVision shall not make any agreement or reach any understanding
not  approved  in writing by CWTI as a  condition  for  obtaining  any  consent,
authorization, approval, order, license, certificate, or permit required for the
consummation of the transactions contemplated by this Agreement.

         (i) SheerVision shall furnish, or cause to be furnished,  for inclusion
in the periodic and other  reports of CWTI on Forms 8-K,  10-QSB,  10-KSB,  14C,
14F-1,  or  otherwise  (such  periodic  and  other  reports,  together  with all
financial statements, exhibits, amendments, and supplements thereto, in the form
filed by CWTI  with  the SEC  being  hereinafter  referred  to as the  "PERIODIC
REPORTS"),  to be filed  pursuant to the  Exchange  Act in  connection  with the
transactions  contemplated by this Agreement, or for inclusion in CWTI's filings
under state  "blue-sky,"  securities,  or take-over laws, such information about
SheerVision  or the  SheerVision  Shareholders  as may be  required or as may be
reasonably  requested  by CWTI,  and shall  continue  to  furnish or cause to be
furnished such information as is necessary to keep such information  correct and
complete in all material respect until the Release Time.  SheerVision represents
and warrants  that the  information  that it has  furnished to date,  taken as a
whole,  does not now,  and will not at any time prior to the Release  Time,  (i)
contain an untrue  statement of a material fact or (ii) omit to state a material
fact required to be stated therein or necessary to make the  statements  therein
not false or misleading.

         (j) SheerVision shall timely prepare and file any declaration or filing
necessary to comply with any transfer tax statutes  that require any such filing
before the Closing.

                                      -31-
<PAGE>

         (k) On or prior to the Closing Date,  SheerVision  and the  SheerVision
Shareholders shall deliver to CWTI the completed SheerVision  Disclosure Letter,
which letter shall be correct and complete in all material respects.

         SECTION 3.03 COVENANTS OF THE SHEERVISION SHAREHOLDERS. The SheerVision
Shareholders  covenant  and agree  that,  after the date  hereof and through the
Release Time, unless CWTI will otherwise approve in writing, which approval will
not be unreasonably withheld, as follows:

         (a) The  SheerVision  Shareholders  will  use  best  efforts  to  cause
SheerVision to perform each covenant thereof set forth herein on a timely basis.

         (b) Until the earlier of the Release Time, the SheerVision Shareholders
shall take no action the result of which shall be to cause  SheerVision  to make
any amendment in the certificate of  incorporation or by-laws (or, in each case,
the comparable charter documents, if any, under applicable law) thereof.

         (c)  Before  the  SheerVision   Shareholders  release  any  information
concerning  this  Agreement  or any of the  transactions  contemplated  by  this
Agreement which is intended for, or may result in, public dissemination thereof,
the SheerVision  Shareholders shall cooperate with CWTI, shall furnish drafts of
all  documents or proposed oral  statements  to CWTI for comment,  and shall not
release any such information  without the written consent of CWTI, which consent
shall not be unreasonably  withheld.  Nothing contained herein shall prevent the
SheerVision  Shareholders from releasing any information if required to do so by
law.

         (d)  The  SheerVision  Shareholders  shall  furnish,  or  cause  to  be
furnished,  for  inclusion in the Periodic  Reports to be filed  pursuant to the
Exchange Act in connection with the transactions contemplated by this Agreement,
or for  inclusion  in CWTI's  filings  under state  "blue-sky,"  securities,  or
take-over  laws,  such   information   about   SheerVision  or  the  SheerVision
Shareholders  as may be required or as may be reasonably  requested by CWTI, and
shall  continue  to  furnish or cause to be  furnished  such  information  as is
necessary to keep such information  correct and complete in all material respect
until the Release Time. The SheerVision  Shareholders represent and warrant that
the   information  in  writing  that  they  have  furnished  to  date  regarding
themselves,  taken as a whole, do not now, and will not at any time prior to the
Release Time, (i) contain an untrue statement of a material fact or (ii) omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not false or misleading.

                                   ARTICLE IV

                     CONDITIONS; ABANDONMENT AND TERMINATION

         SECTION 4.01 RIGHT OF CWTI TO ABANDON.  CWTI's Board of Directors shall
have the right to abandon or terminate  this  Agreement if any of the  following
conditions shall not be true or shall not have occurred,  as the case may be, as
of the specified date or dates:

         (a)  All   representations   and  warranties  of  SheerVision  and  the
SheerVision Shareholders contained in this Agreement shall be accurate when made
and,  in  addition,  shall be


                                      -32-
<PAGE>

accurate as of the Closing Date as though such  representations  and  warranties
were then made in exactly the same language by  SheerVision  or the  SheerVision
Shareholders,  as applicable, and regardless of knowledge or lack thereof on the
part of SheerVision or the SheerVision  Shareholders  (as applicable) or changes
beyond its control;  as of the Closing  Date,  SheerVision  and the  SheerVision
Shareholders shall have performed and complied with all covenants and agreements
and satisfied all conditions required to be performed and complied with by it at
or before the Closing Date, respectively, by this Agreement; and CWTI shall have
received a  certificate  executed by the chief  executive  officer and the chief
financial  officer of SheerVision  and the SheerVision  Shareholders,  dated the
Closing Date, to that effect.

         (b) CWTI shall have received at the Closing Date certificates  executed
by the chief executive  officer and the chief  financial  officer of SheerVision
and by the  SheerVision  Shareholders  as of such dates, to the effect that they
have carefully  examined the Periodic  Reports,  and any amendment or supplement
thereto, and, to the best of their knowledge,  (i) neither the Periodic Reports,
nor any  amendment or supplement  thereto (A) contains an untrue  statement of a
material  fact or (B)  omits to state a  material  fact  required  to be  stated
therein or necessary  to make the  statements  therein not false or  misleading,
provided  in each  case  that such  untrue  statement  or  omission  relates  to
information  furnished by or on behalf of, or pertaining to,  SheerVision or the
SheerVision  security holder,  (ii) since the date hereof, no event with respect
to SheerVision or the SheerVision security holder has occurred which should have
been set forth in an amendment to any Periodic  Report,  or a supplement  to any
Periodic Report which has not been set forth in such an amendment or supplement,
and (iii) any  contract,  agreement,  instrument,  lease,  or license  regarding
SheerVision  required to be filed as an exhibit to any Periodic  Report has been
filed with the SEC as an exhibit  to or has been  incorporated  as an exhibit by
reference into such Periodic Report.

         (c) SheerVision and the SheerVision  Shareholders  shall have delivered
to  CWTI at or  prior  to the  Closing  Date  such  other  documents  (including
certificates of officers of SheerVision) as CWTI may reasonably request in order
to enable CWTI to determine  whether the conditions to their  obligations  under
this  Agreement  have been met and otherwise to carry out the provisions of this
Agreement.

         (d) All actions,  proceedings,  instruments,  and documents required by
SheerVision  and the  SheerVision  Shareholders  to carry out this  Agreement or
incidental  thereto and all other  related legal matters shall be subject to the
reasonable  approval of counsel to CWTI,  and  SheerVision  and the  SheerVision
Shareholders  shall have  furnished  such counsel such documents as such counsel
may have reasonably requested for the purpose of enabling them to pass upon such
matters.

         (e) At the  Closing,  there shall not be pending  any legal  proceeding
relating to, or seeking to prohibit or otherwise  challenge the consummation of,
the  transactions  contemplated  by this  Agreement,  or to  obtain  substantial
damages with respect thereto.

         (f) There  shall  not have been any  action  taken,  or any law,  rule,
regulation, order, judgment, or decree proposed, promulgated,  enacted, entered,
enforced,  or  deemed  applicable  to  the  transactions  contemplated  by  this
Agreement by any federal,  state,  local, or other governmental  authority or by
any court or other  tribunal,  including the entry of a preliminary or permanent


                                      -33-
<PAGE>

injunction,  which, in the reasonable judgment of CWTI, (i) makes this Agreement
or any of the transactions  contemplated by this Agreement illegal, (ii) results
in a delay in the ability of SheerVision or CWTI to consummate the  transactions
contemplated  by  this  Agreement  beyond  May  31,  2006,  (iii)  requires  the
divestiture  by CWTI of a material  portion of the business of either CWTI or of
SheerVision,   (iv)  imposes  material   limitations  on  the  ability  of  CWTI
effectively  to  exercise  full  rights of  ownership  of shares of  SheerVision
including the right to vote such shares on all matters properly presented to the
SheerVision  Shareholders,  or (v)  otherwise  prohibits,  restricts,  or delays
consummation of the  transactions  contemplated by this Agreement or impairs the
contemplated benefits to CWTI of this Agreement or any of the other transactions
contemplated by this Agreement.

         (g) The parties to this  Agreement  shall have  obtained at or prior to
the Closing Date all unconditional written approval to this Agreement and to the
execution,  delivery,  and  performance  of  this  Agreement  by each of them of
relevant  governmental  authorities having jurisdiction over CWTI or SheerVision
or the subject matter of this Agreement.

         (h) The parties to this  Agreement  shall have  obtained at or prior to
the Closing Date all consents  required for the consummation of the transactions
contemplated  by this Agreement from any unrelated  third party to any contract,
agreement,  instrument,  lease, license,  arrangement, or understanding to which
any of them is a  party,  or to  which  any of them or any of  their  respective
businesses, properties, or assets are subject.

         (i)  There  shall  not have  been any  material  adverse  change in the
condition (financial or otherwise),  operations,  business, assets, liabilities,
earnings or prospects of SheerVision since the date hereof.

         (j) CWTI shall conduct a due diligence  review of  SheerVision  and the
SheerVision  Shareholders,  including,  without  limitation,  a  review  of  the
SheerVision  Disclosure  Letter and the documents  referenced  therein delivered
prior to the Closing Date, and shall be reasonably  satisfied with the result of
such review.

         SECTION 4.02 RIGHT OF SHEERVISION AND THE  SHEERVISION  SHAREHOLDERS TO
ABANDON.  By the  election  of the  SheerVision  Shareholders,  the  SheerVision
Shareholders  or,  otherwise,  SheerVision's  Board of Directors  shall have the
right to abandon or terminate this Agreement if any of the following  conditions
shall  not be true or shall  not have  occurred,  as the case may be,  as of the
specified date or dates:

         (a)  All  representations  and  warranties  of CWTI  contained  in this
Agreement shall be accurate when made and, in addition,  shall be accurate as of
the Closing Date as though such representations and warranties were then made in
exactly the same language by CWTI and regardless of knowledge or lack thereof on
the part of CWTI or changes  beyond its control;  as of the Closing  Date,  CWTI
shall  have  performed  and  complied  with all  covenants  and  agreements  and
satisfied all  conditions  required to be performed and complied with by them at
or before  the  Closing  Date by this  Agreement;  and  SheerVision  shall  have
received  certificates  executed by the independent directors of CWTI, dated the
Closing Date, to that effect.

                                      -34-
<PAGE>

         (b)  SheerVision  shall  have  received  at the  Closing,  certificates
executed by the chief executive officer and the chief financial officer of CWTI,
dated as of such dates,  to the effect  that they have  carefully  examined  the
Periodic Reports,  and any amendment or supplement thereto,  and, to the best of
their  knowledge,  (i)  neither  any  Periodic  Report,  nor  any  amendment  or
supplement  thereto (A) contains an untrue  statement of a material  fact or (B)
omits to state a material  fact  required to be stated  therein or  necessary to
make the statements therein not false or misleading,  provided in each case that
such untrue  statement  or omission  relates to  information  furnished by or on
behalf of, or pertaining  to, CWTI or any CWTI security  holder,  (ii) since the
date of the filing of any Periodic Report,  no event with respect to CWTI or any
CWTI  security  holder  has  occurred  which  should  have  been set forth in an
amendment or a supplement to such  Periodic  Report which has not been set forth
in such an amendment or supplement, (iii) any contract,  agreement,  instrument,
lease,  or  license  regarding  CWTI  required  to be filed as an exhibit to any
Periodic  Report has been filed as an exhibit to or has been  incorporated as an
exhibit by reference into such Periodic Report, and (iv) to the effect of clause
(k) of this Section 4.02.

         (c) CWTI  shall  have  delivered  to  SheerVision  and the  SheerVision
Shareholders  at or  prior  to  the  Closing  such  other  documents  (including
certificates   of  officers  of  CWTI)  as  SheerVision   and  the   SheerVision
Shareholders  may  reasonably  request  in order to enable  SheerVision  and the
SheerVision   Shareholders  to  determine   whether  the  conditions  to  CWTI's
obligations  under this  Agreement  have been met and otherwise to carry out the
provisions of this Agreement.

         (d) All actions,  proceedings,  instruments,  and documents required by
CWTI to carry out this  Agreement or  incidental  thereto and all other  related
legal  matters  shall be  subject  to the  reasonable  approval  of  counsel  to
SheerVision and the SheerVision Shareholders, and CWTI shall have furnished such
counsel such  documents as such counsel may have  reasonably  requested  for the
purpose of enabling them to pass upon such matters.

         (e)  At  the  Closing  Date,  there  shall  not be  pending  any  legal
proceeding  relating  to, or seeking to  prohibit  or  otherwise  challenge  the
consummation of, the transactions  contemplated by this Agreement,  or to obtain
substantial damages with respect thereto.

         (f) There  shall  not have been any  action  taken,  or any law,  rule,
regulation, order, judgment, or decree proposed, promulgated,  enacted, entered,
enforced,  or  deemed  applicable  to  the  transactions  contemplated  by  this
Agreement by any federal,  state,  local, or other governmental  authority or by
any court or other  tribunal,  including the entry of a preliminary or permanent
injunction,  which, in the reasonable judgment of SheerVision or the SheerVision
Shareholders,  (i) makes this Agreement or any of the transactions  contemplated
by this  Agreement  illegal,  (ii)  results in a delay in the ability of CWTI or
SheerVision to consummate any of the transactions contemplated by this Agreement
beyond  May 31,  2006,  or  (iii)  otherwise  prohibits,  restricts,  or  delays
consummation of the other transactions contemplated by this Agreement or impairs
the contemplated  benefits to the SheerVision  Shareholders of this Agreement or
any of the transactions contemplated by this Agreement.

         (g) The parties to this  Agreement  shall have  obtained at or prior to
the Closing Date all unconditional written approval to this Agreement and to the
execution,  delivery,  and  performance


                                      -35-
<PAGE>

of this Agreement by each of them of relevant  governmental  authorities  having
jurisdiction over CWTI or SheerVision or the subject matter of this Agreement.

         (h) At or prior to the Closing Date,  CWTI shall have made all filings,
and taken all actions, necessary to comply with all reporting requirements under
federal and state  securities laws  (including  without  limitation,  applicable
"blue-sky" laws with regard to the issuance of CWTI Common Stock as contemplated
by this  Agreement)  other than the filing of Form D up to 15 days following the
Closing.  Without  limiting the  generality  of the  foregoing,  any  prescribed
periods within which a "blue sky" or securities law  administrator  may disallow
CWTI's notice of reliance on an exemption from such state's requirements,  shall
have elapsed at or prior to the Closing Date.

         (i) The parties to this  Agreement  shall have  obtained at or prior to
the Closing Date all consents  required for the consummation of the transactions
contemplated  by this Agreement from any unrelated  third party to any contract,
agreement,  instrument,  lease, license,  arrangement, or understanding to which
any of them is a  party,  or to  which  any of them or any of  their  respective
businesses, properties, or assets are subject.

         (j) SheerVision and the  SheerVision  Shareholders  shall conduct a due
diligence review of CWTI,  including,  without limitation,  a review of the CWTI
SEC  Documents  and the  documents  referenced  therein  delivered  prior to the
Closing  Date,  and same  shall be  satisfactory  in the  reasonable  opinion of
SheerVision and the SheerVision Shareholders.

         (k) At the Closing Date,  CWTI shall have no assets and no liabilities,
determined in accordance with generally accepted accounting principles in effect
in the United States  applied on a basis  consistent  with that of the financial
statements of CWTI hereinabove referenced.

         (l) At or prior to the  Closing  Date,  the  officers,  directors,  and
holders of 5% or more of the outstanding CWTI Common Stock  immediately prior to
such date shall have executed and delivered to SheerVision an agreement mutually
acceptable  in form and  substance to each of such person or entity,  on the one
hand, and SheerVision,  on the other hand,  providing for restrictions on resale
and a "leak-out" of securities following the Closing Date.

         SECTION 4.03  OPTIONAL  ABANDONMENT.  In addition to the  provisions of
Section  4.01 and Section  4.02 above,  the  transactions  contemplated  by this
Agreement   may  be   abandoned   or   terminated   at  or  before  the  Closing
notwithstanding  adoption and approval of this  Agreement  and the  transactions
contemplated hereby by the stockholders of the parties hereto:

                  (a) by mutual agreement of the Boards of Directors of CWTI and
         SheerVision;

                  (b)  at  the   option  of  CWTI's   Board  of   Directors   or
         SheerVision's  Board of  Directors,  if the Closing Date shall not have
         occurred on or before May 31, 2006;

                  (c) at the option of CWTI's Board of Directors, if facts exist
         which render  impossible  compliance with one or more of the conditions
         set forth in Section 4.01 and such are not waived by CWTI; and

                                      -36-
<PAGE>

         (d) at  the  option  of  SheerVision's  Board  of  Directors  or by the
election of the SheerVision  Shareholders if facts exist which render impossible
compliance with one or more of the conditions set forth in Section 4.02 and such
are not waived by SheerVision.

         SECTION 4.04 EFFECT OF ABANDONMENT. If the transactions contemplated by
this  Agreement  are abandoned or terminated as provided for in this Article IV,
except for Sections 3.01(e),  3.02(h), 4.01, 4.02 and 4.03, this Agreement shall
forthwith become wholly void and of no further force or effect without liability
on the part of either  party to this  Agreement  or on the part of any  officer,
director,  controlling person (if any), employee, counsel, agent, or stockholder
thereof; provided, however, that nothing in this Section 4.04 shall release CWTI
or SheerVision or any officer, director,  controlling person (if any), employee,
counsel,  agent, or stockholder  thereof from liability for a willful failure to
carry out its respective obligations under this Agreement.

                                    ARTICLE V

                                  MISCELLANEOUS

         SECTION 5.01 EXPENSES.  Whether or not the transactions contemplated in
this Agreement are  consummated,  all costs and expenses  incurred in connection
with this Agreement and the transactions  contemplated  hereby,  will be paid by
the party incurring such expense or as otherwise agreed to herein.

         SECTION  5.02  BROKERS  AND  FINDERS.   Each  of  the  parties   hereto
represents,  as to itself, that no agent,  broker,  investment banker or firm or
person is or will be  entitled  to any  broker's  or  finder's  fee or any other
commission  or  similar  fee  in  connection   with  any  of  the   transactions
contemplated by this  Agreement,  except as may be otherwise set forth herein or
by separate document.

         SECTION 5.03  NECESSARY  ACTIONS.  Subject to the terms and  conditions
herein provided, each of the parties hereto agrees to use all reasonable efforts
to take,  or cause to be taken,  all action and to do, or cause to be done,  all
things  necessary,  proper or advisable under applicable laws and regulations to
consummate and make effective the  transactions  contemplated by this Agreement.
In the event at any time after the Closing,  any further  action is necessary or
desirable  to carry out the  purposes of this  Agreement,  the proper  executive
officers  and/or  directors of CWTI or  SheerVision,  as the case may be, or the
relevant SheerVision Shareholders or SheerVision Shareholders will take all such
necessary action.

         SECTION  5.04  EXTENSION  OF TIME;  WAIVERS.  At any time  prior to the
Closing Date:

         (a) CWTI may (i)  extend  the  time for the  performance  of any of the
obligations  or other acts of  SheerVision or any  SheerVision  Shareholders  or
SheerVision Shareholders, (ii) waive any inaccuracies in the representations and
warranties  of  SheerVision  or  any  SheerVision  Shareholders  or  SheerVision
Shareholders,  or contained herein or in any document  delivered pursuant hereto
by SheerVision or any SheerVision Shareholders or SheerVision Shareholders,  and
(iii) waive compliance with any of the agreements or conditions contained herein
to be performed by SheerVision or any  SheerVision  Shareholders  or SheerVision
Shareholders.  Any agreement on


                                      -37-
<PAGE>

the part of CWTI to any such extension or waiver will be valid only if set forth
in an instrument, in writing, signed on behalf of CWTI.

         (b)  SheerVision  and the  SheerVision  Shareholders  (by action of the
SheerVision Shareholders), may (i) extend the time for the performance of any of
the  obligations  or other  acts of CWTI,  (ii)  waive any  inaccuracies  in the
representations  and  warranties  of CWTI  contained  herein or in any  document
delivered  pursuant  hereto by CWTI and (iii) waive  compliance  with any of the
agreements or conditions contained herein to be performed by CWTI. Any agreement
on the part of  SheerVision  and to any such  extension  or waiver will be valid
only if set forth in an instrument, in writing, signed on behalf of SheerVision.

         SECTION 5.05  NOTICES.  Any notice or other  communication  required or
permitted  to be given  hereunder  shall be in  writing  and  shall be mailed by
certified mail, return receipt requested or by the most nearly comparable method
if mailed  from or to a  location  outside  of the  United  States or by Federal
Express,  Express  Mail,  or similar  overnight  delivery or courier  service or
delivered  (in  person or by  telecopy,  telex,  or  similar  telecommunications
equipment)  against  receipt  to the  party  to  which  it is to be given at the
address of such party set forth in the introductory  paragraph to this Agreement
(or to such  other  address  as the party  shall  have  furnished  in writing in
accordance  with the  provisions of this Section 5.05.  Any notice to CWTI or to
SheerVision  shall be addressed to the attention of the Corporate  Secretary.  A
copy of any and all notices to SheerVision or any SheerVision  Shareholder shall
be delivered in accordance  with this section to Reitler Brown & Rosenblatt LLC,
800 Third Avenue,  21st Floor, New York 10022,  Attention:  Robert Steven Brown,
Esq.  Any  notice or other  communication  given by  certified  mail (or by such
comparable  method) shall be deemed given at the time of  certification  thereof
(or comparable  act),  except for a notice changing a party's address which will
be deemed given at the time of receipt thereof.  Any notice given by other means
permitted  by this  Section  5.05  shall be deemed  given at the time of receipt
thereof.

         SECTION  5.06  PARTIES IN INTEREST.  This  Agreement  will inure to the
benefit of and be binding upon the parties hereto and the respective  successors
and assigns.  Nothing in this  Agreement is intended to confer,  expressly or by
implication,  upon any other person any rights or remedies under or by reason of
this Agreement.

         SECTION 5.07 COUNTERPART. This Agreement may be executed in one or more
counterparts,  each of which will be deemed an original  and all  together  will
constitute one document. The delivery by facsimile of an executed counterpart of
this Agreement will be deemed to be an original and will have the full force and
effect of an original executed copy.

         SECTION 5.08  SEVERABILITY.  The  provisions of this  Agreement will be
deemed severable and the invalidity or  unenforceability of any provision hereof
will not affect the validity or  enforceability  of any of the other  provisions
hereof. If any provisions of this Agreement,  or the application  thereof to any
person or any circumstance, is illegal, invalid or unenforceable, (a) a suitable
and equitable  provision will be substituted  therefor in order to carry out, so
far as may be valid and  enforceable,  the intent and purpose of such invalid or
unenforceable  provision,  and  (b) the  remainder  of  this  Agreement  and the
application  of such  provision to other  persons or  circumstances  will not be
affected by such  invalidity or  unenforceability,  nor will such  invalidity


                                      -38-
<PAGE>

or unenforceability  affect the validity or enforceability of such provision, or
the application thereof, in any other jurisdiction.

         SECTION 5.09  HEADINGS.  The Article and Section  headings are provided
herein for  convenience  of reference  only and do not constitute a part of this
Agreement  and  will not be  deemed  to limit  or  otherwise  affect  any of the
provisions hereof.

         SECTION 5.10  GOVERNING LAW.

         (a) This  Agreement  will be deemed  to be made in and in all  respects
will be interpreted, construed and governed by and in accordance with the law of
the State of New York, without regard to the conflict of law principles thereof.

         (b) EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY  SUBMITS
TO THE EXCLUSIVE  JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE
FEDERAL  COURTS  SITTING IN THE STATE OF NEW YORK IN ALL ACTIONS OR  PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS  AGREEMENT.  EACH OF THE PARTIES  AGREES THAT
ALL ACTIONS OR PROCEEDINGS  ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE
LITIGATED  EXCLUSIVELY  IN ANY SUCH  STATE OR, TO THE EXTENT  PERMITTED  BY LAW,
FEDERAL COURT THAT SITS IN THE COUNTY OF NEW YORK, AND  ACCORDINGLY,  EACH PARTY
IRREVOCABLY  WAIVES  ANY  OBJECTION  WHICH IT MAY NOW OR  HEREAFTER  HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH ACTION OR  PROCEEDING  IN ANY SUCH  COURT.  EACH
PARTY FURTHER IRREVOCABLY  CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
FOR NOTICES IN SECTION 5.05.  NOTHING IN THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT  WILL AFFECT THE RIGHT OF ANY PARTY TO THIS  AGREEMENT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.

         (c) EACH  PARTY  WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL  PROCEEDING  DIRECTLY  OR  INDIRECTLY  ARISING  OUT OF OR RELATING TO THIS
AGREEMENT, OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT,  TORT OR ANY OTHER THEORY).  EACH OF THE PARTIES (1) CERTIFIES THAT NO
REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,  SEEK
TO  ENFORCE  THE  FOREGOING  WAIVER AND (2)  ACKNOWLEDGES  THAT IT AND THE OTHER
PARTIES  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS  AGREEMENT  BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10(c).

         SECTION 5.11 SURVIVAL OF  REPRESENTATIONS  AND  WARRANTIES.  All terms,
conditions, representations and warranties set forth in this Agreement or in any
instrument,  certificate,  opinion,  or other writing  providing for in it, will
survive the Closing  and the  delivery of the shares of CWTI Common  Stock to be
issued  hereunder  at the  Closing  for a  period  of one  year  after  Closing,
regardless  of any  investigation  made by or on  behalf  of any of the  parties
hereto.

                                      -39-
<PAGE>

         SECTION 5.12  ASSIGNABILITY.  This  Agreement will not be assignable by
operation of law or otherwise and any attempted  assignment of this Agreement in
violation of this subsection will be void ab initio.

         SECTION 5.13 AMENDMENT. This Agreement may be amended with the approval
of the SheerVision  Shareholders and the boards of directors of each of CWTI and
SheerVision  at any  time.  This  Agreement  may  not be  amended  except  by an
instrument, in writing, signed on behalf of each of the parties hereto.



                     [REMAINDER OF PAGE INTENTIONALLY BLANK]






                                      -40-
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement  in a manner  legally  binding  upon them as of the date  first  above
written.

                                                  CLEAN WATER TECHNOLOGIES, INC.



                                                   BY: /s/ Suzanne Lewsadder
                                                      --------------------------
                                                      NAME:  SUZANNE LEWSADDER
                                                      TITLE: CEO

ATTEST:


/s/ Jeffrey Lewsadder
------------------------------
NAME:  JEFFREY LEWSADDER
TITLE: SECRETARY



                                                  SHEERVISION, INC.



                                                  BY /s/ Jeffrey Lewsadder
                                                    ----------------------------
                                                    NAME:  JEFFREY LEWSADDER
                                                    TITLE: PRESIDENT
ATTEST:


/s/ Suzanne Lewsadder
------------------------------
NAME:  SUZANNE LEWSADDER
TITLE: CEO



                                                  SHEERVISION SHAREHOLDERS:


                                                   /s/ Suzanne Lewsadder
                                                  ------------------------------
                                                  NAME:  SUZANNE LEWSADDER

                                                   /s/ Jeffrey Lewsadder
                                                  ------------------------------
                                                  NAME:  JEFFREY LEWSADDER



                                      -41-
<PAGE>



                                LIST OF SCHEDULES



Schedule 1.02(b)  CWTI Common Stock Issuance Instructions

         SUSANNE LEWSADDER 4,762,569
         JEFFREY LEWSADDER 4,762,568


                                      -42-
<PAGE>


                              FORMS OF CERTIFICATES



Certificate  of the Chief  Executive  Officer  and Chief  Financial  Officer  of
SheerVision, Inc. pursuant to Sections 4.01(a) and (b)

Certificate  of the  Independent  Directors  of Clean Water  Technologies,  Inc.
pursuant to Section 4.02(a) and (b)





                                      -43-
<PAGE>


             FORM OF CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER AND
            CHIEF FINANCIAL OFFICER OF SHEERVISION, INC. PURSUANT TO
                            SECTIONS 4.01(a) AND (b)



                                   CERTIFICATE
                                     OF THE
               CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                                       OF
                                SHEERVISION, INC.

         The  undersigned   hereby  certify,   individually  and  on  behalf  of
SheerVision,  Inc., a California  corporation  ("SHEERVISION"),  and pursuant to
Sections  4.02(a) and (b) of the Share  Exchange and  Reorganization  Agreement,
dated  as  of  March  27,  2006  (the   "AGREEMENT"),   among  the  Clean  Water
Technologies, Inc., a Delaware corporation,  SheerVision, and the holders of all
of the outstanding capital stock of the Company, as follows:

         (i)      the  undersigned are the duly elected and duly qualified Chief
                  Executive Officer and Chief Financial  Officer,  respectively,
                  of SheerVision;

         (ii)     that  all   representations   and  warranties  of  SheerVision
                  contained in the  Agreement  were  accurate  when made and, in
                  addition,  are  accurate  as of the date hereof as though such
                  representations  and warranties were made as of the Closing in
                  exactly the same  language by  SheerVision  and  regardless of
                  knowledge  or  lack  thereof  on the  part of  SheerVision  or
                  changes beyond its control;

         (iii)    as of the date hereof  SheerVision  has performed and complied
                  with all covenants and agreements and satisfied all conditions
                  required to be performed  and complied with by it at or before
                  such time by the Agreement;

         (iv)     attached  hereto as Annex A is a true and complete copy of the
                  Articles of  Incorporation,  as amended,  of SheerVision as in
                  full force and effect at all times  since  July 17,  1999.  No
                  amendment  or other  document  relating  to or  affecting  the
                  Articles of Incorporation, as amended, of SheerVision has been
                  filed in the office of the  Secretary of State of the State of
                  California since August 18, 2005, and no action has been taken
                  by SheerVision or its stockholders,  directors, or officers in
                  contemplation  of the  filing of any such  amendment  or other
                  document or in  contemplation  of the  merger,  consolidation,
                  sale of assets, liquidation, or dissolution of SheerVision;

         (v)      attached  hereto as Annex B is a true and complete copy of the
                  By-Laws  of  SheerVision,  as in full  force and effect at all
                  times since at least June 18, 1999,  to and including the date
                  hereof;

         (vi)     attached  hereto  as Annex C are true and  complete  copies of
                  resolutions   duly  adopted  by  the  Board  of  Directors  of
                  SheerVision  regarding  the execution of this  Agreement,  and
                  such resolutions have not been amended, modified, or


                                      -44-
<PAGE>

                  rescinded  and  remain in full  force  and  effect on the date
                  hereof and are the only resolutions adopted relating to, among
                  other things, the execution and filing of the Agreement;

         (vii)    the  Agreement,  as  executed,  is  substantially  in the form
                  approved  by  the  Board  of  Directors  of   SheerVision   by
                  resolution, dated November 21, 2006; and

         (viii)   the  undersigned has carefully  examined the Periodic  Reports
                  (as defined the  Agreement)  and any  amendment or  supplement
                  thereto  with  respect to the  information  set forth  therein
                  relating to SheerVision,  and, to the best of their knowledge,
                  solely   with   respect  to  such   information   relating  to
                  SheerVision,   (i)  neither  the  Periodic  Reports,  nor  any
                  amendment  or  supplement   thereto  (A)  contains  an  untrue
                  statement of a material  fact or (B) omits to state a material
                  fact  required to be stated  therein or  necessary to make the
                  statements  therein not false or misleading,  provided in each
                  case  that  such  untrue  statement  or  omission  relates  to
                  information  furnished by or on behalf of, or  pertaining  to,
                  SheerVision or the SheerVision security holder, (ii) since the
                  date of the Agreement, no event with respect to SheerVision or
                  any SheerVision security holder has occurred which should have
                  been set forth in an amendment to any  Periodic  Report,  or a
                  supplement to any Periodic Report which has not been set forth
                  in such an amendment or  supplement,  and (iii) any  contract,
                  agreement, instrument, lease, or license regarding SheerVision
                  required to be filed as an exhibit to any Periodic  Report has
                  been  filed  with  the  SEC  as  an  exhibit  to or  has  been
                  incorporated  as an exhibit by  reference  into such  Periodic
                  Report.



                   [REMAINDER OF PAGE INTENTIONALLY LEF BLANK]



                                      -45-


<PAGE>


         IN WITNESS WHEREOF, we have hereunto set my hands,  individually and on
behalf of SheerVision, this 27 day of March.


                                                  SHEERVISION, INC.



                                                  BY:
                                                     ---------------------------
                                                     SUZANNE LEWSADDER
                                                     CHIEF EXECUTIVE OFFICER



                                                  SHEERVISION, INC.



                                                  BY:
                                                     ---------------------------
                                                     JEFFREY LEWSADDER
                                                     PRESIDENT








                                      -46-
<PAGE>


            FORM OF CERTIFICATE PURSUANT TO SECTIONS 4.02(a) AND (b)



                                   CERTIFICATE
                                     OF THE
                              INDEPENDENT DIRECTORS
                                       OF
                         CLEAN WATER TECHNOLOGIES, INC.

         The  undersigned  hereby certify,  individually  and on behalf of Clean
Water Technologies,  Inc., a Delaware corporation (the "COMPANY"),  and pursuant
to Section 4.02(a) of the Share Exchange and Reorganization Agreement,  dated as
of March 27, 2006 (the  "AGREEMENT"),  among the Company,  SheerVision,  Inc., a
California  corporation   ("SHEERVISION"),   and  the  holders  of  all  of  the
outstanding capital stock of SheerVision, as follows:

         (i)      the undersigned are duly elected and duly qualified directors,
                  respectively,  of the Company and have no  pecuniary  or other
                  interest in the transactions contemplated by the Agreement;

         (ii)     all representations and warranties of the Company contained in
                  the Agreement  were  accurate when made and, in addition,  are
                  accurate as of the date hereof as though such  representations
                  and warranties were made as of the Closing in exactly the same
                  language by the Company and  regardless  of  knowledge or lack
                  thereof  on the part of the  Company  or  changes  beyond  its
                  control;

         (iii)    as of the date hereof the Company has  performed  and complied
                  with all covenants and agreements and satisfied all conditions
                  required to be performed  and complied with by it at or before
                  such time by the Agreement;

         (iv)     attached  hereto as Annex A is a true and complete copy of the
                  Articles of  Incorporation,  as amended,  of the Company as in
                  full force and effect at all times  since April 17,  1986.  No
                  amendment  or other  document  relating  to or  affecting  the
                  Articles of Incorporation, as amended, of the Company has been
                  filed in the office of the  Secretary of State of the State of
                  Delaware since March 17, 2006, and no action has been taken by
                  the  Company or its  stockholders,  directors,  or officers in
                  contemplation  of the  filing of any such  amendment  or other
                  document or in  contemplation  of the  merger,  consolidation,
                  sale of assets, liquidation, or dissolution of the Company;

         (v)      attached  hereto as Annex B is a true and complete copy of the
                  By-Laws  of the  Company,  as in full  force and effect at all
                  times since at least April 20, 1986, to and including the date
                  hereof;

         (vi)     attached  hereto  as Annex C are true and  complete  copies of
                  resolutions  duly  adopted  by the Board of  Directors  of the
                  Company  regarding the execution of this Agreement,  and  such
                  resolutions have not been amended,  modified, or


                                      -47-
<PAGE>

                  rescinded  and  remain in full  force  and  effect on the date
                  hereof and are the only resolutions adopted relating to, among
                  other things, the execution and filing of the Agreement;

         (vii)    the  Agreement,  as  executed,  is  substantially  in the form
                  approved by the Board of Directors by resolution,  dated March
                  27, 2006;

         (viii)   the  undersigned has carefully  examined the Periodic  Reports
                  (as defined in the Agreement), and any amendment or supplement
                  thereto, and, to the best of their knowledge,  (i) neither any
                  Periodic Report,  nor any amendment or supplement  thereto (A)
                  contains an untrue  statement of a material  fact or (B) omits
                  to state a  material  fact  required  to be stated  therein or
                  necessary  to  make  the  statements   therein  not  false  or
                  misleading,  provided in each case that such untrue  statement
                  or omission  relates to information  furnished by or on behalf
                  of, or pertaining to, CWTI or any CWTI security  holder,  (ii)
                  since the date of the filing of any Periodic Report,  no event
                  with respect to CWTI or any CWTI security  holder has occurred
                  which  should  have  been  set  forth  in  an  amendment  or a
                  supplement  to such  Periodic  Report  which  has not been set
                  forth in such an amendment or supplement,  (iii) any contract,
                  agreement,   instrument,  lease,  or  license  regarding  CWTI
                  required to be filed as an exhibit to any Periodic  Report has
                  been  filed as an exhibit  to or has been  incorporated  as an
                  exhibit by reference  into such Periodic  Report,  and (iv) at
                  the date  hereof,  the Company  has no assets or  liabilities,
                  determined in accordance  with generally  accepted  accounting
                  principles in effect in the United  States  applied on a basis
                  consistent  with  that  of  the  financial  statements  of the
                  Company.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                      -48-
<PAGE>


         IN WITNESS WHEREOF, we have hereunto set my hands,  individually and on
behalf of the Company, this 27th day of March, 2006.



                                                 -------------------------------
                                                 SHARON BIDDLE





                                                 -------------------------------
                                                 SHEMI HART





                                                 -------------------------------
                                                 DAVID FRANKEL