SHARE EXCHANGE AGREEMENT
                            ------------------------

     THIS  AGREEMENT,  dated  as of June 30, 2004, is between Axiom III, Inc., a
Nevada  corporation  ("AXIOM  III"),  Northeast  Nominee  Trust,  the  majority
shareholder of AXIOM III ("Northeast"), Axiom First Corporation, a Massachusetts
corporation ("Axiom First"), and Northeast Nominee Trust as the sole shareholder
of  Axiom  First  (the"Sole  Shareholder").

     WHEREAS, AXIOM III, Northeast, Axiom First, and the Sole Shareholder intend
to  enter  into  a  tax-free  reorganization  as  hereinafter  set  forth;

     WHEREAS,  AXIOM  III  intends to issue 2,500,000 shares of its common stock
(the  "AXIOM  III  Shares")  to the Sole Shareholder in exchange for twenty (20)
shares  of  Axiom First's common stock (the "Massachusetts Shares") owned by the
Sole  Shareholder,  representing  one  hundred  percent  (100%) of Axiom First's
issued  and  outstanding  shares  on  a  fully  diluted  basis;

     WHEREAS,  Axiom  First  owns  one  hundred percent (100%) of the issued and
outstanding  common  stock  of  Axiom  Second  Corporation,  a  Massachusetts
corporation  ("Axiom  Second");

     WHEREAS,  Axiom Second owns a 3-story, 7-unit apartment house located at 80
Cochran  Street  in  Chicopee,  Massachusetts;

     WHEREAS,  AXIOM  III  intends  to  use  its  best  efforts to file and have
declared  effective  a  Form  SB-2 registration statement and to have its common
stock  listed  on  the  Over-the-Counter  Bulletin  Board;

     WHEREAS,  AXIOM III, Northeast, Axiom First and the Sole Shareholder intend
to  enter into various additional agreements as part of this arrangement, all of
which  are  set  forth  herein.

     NOW,  THEREFORE,  the  parties  agree  as  follows:

Section  1.     Exchange  of  Shares.
-------------------------------------

1.1     Issuance  and  Exchange  of  theAXIOM  III  Shares.  Upon  the terms and
        --------------------------------------------------
subject  to  the  conditions  of  this Agreement, at the Closing (as hereinafter
defined)  AXIOM  III will transfer to the Sole Shareholder the AXIOM III Shares,
subject  to  the  conditions  in  Section  5  hereof.

1.2     Exchange  of theMassachusetts Shares.  Upon the terms and subject to the
        ------------------------------------
conditions  of this Agreement, at the Closing the Sole Shareholder will transfer
to  AXIOM  III  the Massachusetts Shares, subject to the conditions in Section 5
hereof.

1.3     Closing.  The  closing  (the  "Closing") of the exchange of shares shall
        -------
take  place  at  12:00  Noon,  local  time  on  or  before  July 5, 2004, after:

(i)     The  approval  of  the  execution,  delivery  and  performance  of  this
Agreement  by  the  Boards  of Directors and shareholders of AXIOM III and Axiom
First.
(ii)     Compliance with any requirements by any commission or government agency
applicable  to  the  exchange  of  the  shares.

The  Closing  shall  occur at AXIOM III's offices, or at such other place as the
parties  shall  agree.  At  the  Closing, AXIOM III will deliver, or cause to be
delivered, to the Sole Shareholder the AXIOM III Share certificate, and the Sole
Shareholder  will  deliver,  or  cause  to  be  delivered,  to  AXIOM  III  the
Massachusetts  Shares  certificate.

Section  2.     Representations  and  Warranties  of AXIOM  III  and Northeast.
----------      -------------------------------------------------------------

     AXIOM  III  and  Northeast,  jointly  and  severally,  hereby represent and
warrant  to  Axiom  First  and  the  Sole  Shareholder,  as  follows:

2.1     Organization.  AXIOM  III  is  a  corporation  duly  organized,  validly
        ------------
existing and in good standing under the laws of the State of Nevada, and has the
corporate  power  to own its properties and to conduct its business as presently
conducted.

2.2     Authority.  AXIOM III has all requisite corporate power and authority to
        ---------
enter  into  and  perform  its obligations under this Agreement.  Subject to the
approval  of  the  Board  of Directors of AXIOM III, the execution, delivery and
performance  of  this  Agreement  by  AXIOM  III  have  been duly authorized and
approved  by all requisite corporate authority, and will not require any further
authorization  or  consent  of AXIOM III or the shareholders of AXIOM III.  This
Agreement  constitutes  the  legal,  valid  and  binding agreement of AXIOM III,
enforceable  in  accordance with its terms, except as such enforceability may be
limited  by  bankruptcy, insolvency, reorganization or other laws relating to or
affecting  the  enforcement of creditors' rights generally, and subject to usual
equity  principles  in  the  event  that  equitable  remedies  are  sought.

2.3     No  Conflicts.  Neither the execution and delivery of this Agreement nor
        -------------
the  consummation  of  the  exchange  of  shares will conflict with, result in a
breach  of the terms, conditions or provisions of, or constitute a default or an
event  of default under:  the Articles of Incorporation or By-laws of AXIOM III;
any  contractual  restriction contained in any instrument, agreement or mortgage
(which  is,  individually,  or  in  the  aggregate, material to the consolidated
financial  condition  of AXIOM III), to which AXIOM III is a party or any of its
properties  is subject or by which AXIOM III is bound; or any statute, other law
or  regulatory  provision  presently  in  effect and having applicability to it.

2.4     Ownership  of Shares.  AXIOM III has good title to the AXIOM III Shares,
        --------------------
free  and  clear  of  any  lien,  claim,  encumbrance,  option,  right  or other
restriction  of  any  kind.

Section  3.     Representations  and  Warranties  of Axiom  First  and
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The Sole Shareholder.
--------------------

Axiom  First  and  the Sole Shareholder, jointly and severally, hereby represent
and  warrant  to  AXIOM  III  and  Northeast,  as  follows:

3.1     Organization.  Axiom  First  is  a  corporation  duly organized, validly
        ------------
existing  and in good standing under the laws of the State of Massachusetts, and
has  the  corporate  power  to own its properties and to conduct its business as
presently  conducted.

3.2      Authority.  Axiom First has all requisite corporate power and authority
         ---------
to  enter into and perform its obligations under this Agreement.  Subject to the
approval  of  the Board of Directors of Axiom First, the execution, delivery and
performance  of  this  Agreement  by  Axiom  First have been duly authorized and
approved  by all requisite corporate authority, and will not require any further
authorization  or  consent  of  Axiom  First or the shareholders of Axiom First.
This  Agreement  constitutes  the  legal,  valid  and binding agreement of Axiom
First,  enforceable  in accordance with its terms, except as such enforceability
may  be limited by bankruptcy, insolvency, reorganization or other laws relating
to  or  affecting the enforcement of creditors' rights generally, and subject to
usual  equity  principles  in  the  event  that  equitable  remedies are sought.

3.3     No  Conflicts.  Neither the execution and delivery of this Agreement nor
        -------------
the  consummation  of  the  exchange  of  shares will conflict with, result in a
breach  of the terms, conditions or provisions of, or constitute a default or an
event  of  default  under:  the  Articles  of  Incorporation or By-laws of Axiom
First;  any  contractual  restriction  contained in any instrument, agreement or
mortgage  (which  is,  individually,  or  in  the  aggregate,  material  to  the
consolidated  financial  condition  of  Axiom  First), to which Axiom First is a
party  or  any of its properties is subject or by which Axiom First is bound; or
any  statute,  other  law or regulatory provision presently in effect and having
applicability  to  it.

3.4     Ownership  of  Shares.  The  Sole  Shareholder  has  good  title  to the
        ---------------------
Massachusetts  Shares,  free  and clear of any lien, claim, encumbrance, option,
right  or  other  restriction  of  any  kind.

3.5     No Distribution.  The Sole Shareholder is acquiring the AXIOM III Shares
        ---------------
for  his own account for the purpose of investment and not with a view to or for
sale  in  connection  with  any  distribution  thereof.

3.6     Massachusetts  Share Percentage.  The Massachusetts Shares represent one
        -------------------------------
hundred  percent  (100%)  of  all of the issued and outstanding shares of common
stock  of  Axiom  First,  calculated  on  a  fully  diluted  basis.

3.7    Ownership  of Certain  Assets.  Axiom  First  owns  1000  shares of Axiom
        ----------------------------
Second  Corporation,  a  Massachusetts corporation, which represents one hundred
percent  (100%) of all the issued and outstanding capital stock of Axiom Second.
Axiom  Second  owns  title  to  that  certain 3-story, 7-unit apartment building
located at 80 Cochran Street in Chicopee, Massachusetts, more fully described in
the  Quitclaim  Deed dated June 12, 2003 recorded in Book 13348, page 114 of the
Hampden  County  Massachusetts  Registry  of  Deeds.

Section  4.     Other  Agreements.
---------------------------------

4.1    Registration  of  AXIOM  III  Shares.  AXIOM III hereby agrees to use its
       ------------------------------------
best  efforts  to  file,  or cause to be filed, a registration statement on Form
SB-2  with  the  United  States  Securities  and  Exchange Commission as soon as
practicable  after  the  date  of  this  agreement, and in no event later than 6
months after the date of this agreement.  Such Form SB-2 will register the AXIOM
III  shares in the name of the Northeast Nominee Trust as a selling shareholder.
Such Form SB-2 may also register the shares of other selling security holders in
the  same  document,  at  the  same time.  After filing the Form SB-2, AXIOM III
agrees to use its best efforts to respond to the SEC's comments and to cause the
Form  SB-2  to  be  declared  effective.

4.2     AXIOM  III Stock Listing on the OTCBB.  AXIOM III agrees to use its best
        -------------------------------------
efforts  to  cause  its  common  stock  to  become  quoted  for  trading  on the
Over-the-Counter  Bulletin Board trading system (OTCBB) within one year from the
date  of  this  agreement.

4.3     Governmental Approvals.  Each party hereby agrees that it shall take all
        ----------------------
steps reasonably necessary to obtain the written consent or approval of each and
every  other  governmental  agency,  if  any, whose consent or approval shall be
required in order to permit the consummation of the transactions contemplated by
this  Agreement.

4.4     Further  Assurances.  Each  party  hereby  agrees  that it shall take or
        -------------------
cause  to  be  taken  such
other  actions  as  may  reasonably  be  required  in  order  to  consummate the
transactions  contemplated  by  this  Agreement.

Section  5.     Certain  Conditions.
------------------------------------

5.1     Conditions to Closing.  The obligations of the parties to consummate the
        ---------------------
exchange  of  shares  and  the other transactions contemplated by this Agreement
shall  be  subject  to  the  following  conditions.

(a)     Representations  and  Warranties.  The representations and warranties of
the  parties  shall be true and complete in all material respects when made, and
shall  be  true  and  complete  on  and  as  of  the  Closing.

(b)     Board of Directors' and Shareholders' Approvals.  The Board of Directors
and  shareholders  of  each of AXIOM III and Axiom First shall have approved the
transactions  contemplated  by  this  Agreement.

(c)     No  Injunction.  There shall not be in effect any order or injunction of
any  court  of  competent  jurisdiction  prohibiting the exchange of the shares.

Section  6.     Indemnification.
--------------------------------

(a)   Indemnification  by AXIOM  III  and Northeast.  AXIOM  III  and Northeast,
        --------------------------------------------
jointly  and  severally, will indemnify, defend, protect and hold harmless Axiom
First  and  its  officers,  directors,  employees,  stockholders,  agents,
representatives and affiliates, including the Sole Shareholder, from and against
all  claims,  damages,  actions,  suits,  proceedings,  demands,  assessments,
adjustments  costs and expenses (including specifically, but without limitation,
reasonable  attorneys'  fees  and  expenses of investigation) incurred by any of
such  indemnified  persons  as a result of or arising from (i) any breach of the
representations  and  warranties of AXIOM III and Northeast set forth herein, or
(ii)  any  breach  or nonperformance of any covenant or agreement on the part of
AXIOM  III  and  Northeast  under  this  Agreement.

(b)  Indemnification  by  Axiom  First  and  the  Sole  Shareholder. Axiom First
        ----------------------------------------------------------
and the Sole Shareholder, jointly and severally, will indemnify, defend, protect
and  hold  harmless  AXIOM  III  and  its  officers,  directors,  employees,
stockholders,  agents, representatives and affiliates, including Northeast, from
and  against  all  claims,  damages,  actions,  suits,  proceedings,  demands,
assessments, adjustments costs and expenses (including specifically, but without
limitation,  reasonable  attorneys' fees and expenses of investigation) incurred
by any of such indemnified persons as a result of or arising from (i) any breach
of  the  representations  and warranties of Axiom First and the Sole Shareholder
set forth herein, (ii) any breach or nonperformance of any covenant or agreement
on  the  part  of  Axiom  First and the Sole Shareholder under this Agreement or
(iii)  any known or unknown liabilities of Axiom First or Axiom Second which may
currently  exist  or  may  arise following the Closing for a period of one year.

Section  6.     Miscellaneous.
------------------------------

6.1     Termination.  This  Agreement  may  be  terminated  at any time prior to
        ------------
Closing  by  any  party if Closing has not occurred on or prior to July 5, 2004.
In  the  event  of  any  termination  of  this Agreement as provided above, this
Agreement  shall  forthwith  become  void and there shall be no liability on the
part  of  any  party  to  any  other  party.

6.2     Survival.  The  representations,  warranties  and  agreements  in  this
        --------
Agreement  shall  survive  the  Closing.

6.3     Expenses.  Each  party  will  pay its own expenses regardless of whether
        ---------
the  exchange  of  shares  hereunder  is  consummated.

6.4     Amendments.  This  Agreement  may  not  be modified, amended, altered or
        -----------
supplemented  except  upon  the  execution  and  delivery of a written agreement
executed  by  the  parties.

6.5     Notices.  Any  notices  and  other  communications hereunder shall be in
        --------
writing  and  shall  be  deemed  given  if  delivered  personally  or  mailed by
registered  or  certified  mail (return receipt requested) to the parties at the
following  addresses (or at such other address for a party as shall be specified
by  like  notice):

(a)     If  to  AXIOM  III:

            Axiom  III,  Inc.
            2341  Boston  Road
            Wilbraham,  MA  01095
            Attn:  Mr.  Duane  Bennett




(b)     If  to  Axiom  First:

            Axiom  First  Corporation
            2341  Boston  Road
            Wilbraham,  MA  01095
            Attn:  Mr.  Duane  Bennett

6.7     Other.   This  Agreement  (i)  constitutes  the  entire  agreement  and
        -----
supersedes all other prior agreements and understandings, both written and oral,
among  the  parties,  or any of them, with respect to the subject matter hereof;
(ii)  is  not  intended  to  confer upon any other person any rights or remedies
hereunder;  (iii)  shall  not be assigned by operation of law or otherwise; (iv)
shall be governed in all respects, including validity, interpretation and effect
,  by  the  laws  of  the  State of North Carolina, without giving effect to the
principles of conflict of laws thereof. This Agreement may be executed in two or
more counterparts which together shall constitute a single agreement. Fax copies
of  signatures  shall  be deemed to have the same force and effect as originals.
The  headings  contained  in  this Agreement are for reference purposes only and
shall  not  effect  in  any way the meaning or interpretation of this Agreement.

6.8    Currency.  All  dollar  amounts  in  this Agreement are expressed in U.S.
       ---------
dollars.








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<PAGE>

     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
as  of  the date first above written by their respective officers thereunto duly
authorized.


                         AXIOM  III,  INC.,  a  Nevada  corporation


                         By______________________________
                           Duane  Bennett
                           President


                         NORTHEAST  NOMINEE  TRUST


                         ________________________________
                         Duane  Bennett,  Trustee of the Northeast Nominee Trust



                         AXIOM  FIRST  CORPORATION,  a Massachusetts corporation


                         By_______________________________
                           Duane  Bennett
                           President


                         SOLE  SHAREHOLDER  OF  AXIOM  FIRST


                         By________________________________
                           Duane  Bennett
                           Trustee  of  the  Northeast  Nominee  Trust