SHARE
      EXCHANGE AGREEMENT

    


    BY
      AND AMONG

    


    PROLINK
      HOLDINGS AS

    


    AND

    


    MIDLAND
      INTERNATIONAL CORPORATION

     

    


    This
      Share Exchange Agreement (this “Agreement”),
      dated _____, 2007, is entered into by and among
      Midland International Corporation (“Midland”)
      and
      Prolink Holdings AS (the “Seller,”
and
      together with Midland, each a “Party”
and
      collectively the “Parties”):

     

    W
      I T N E S S E T H :

    


    WHEREAS,
      the Seller is the sole owner of all of the outstanding and issued shares (the
      “Shares”)
      of the common stock of Prolink Property Rights AS. (“PPRAS”);

    


    WHEREAS,
      Midland desires to acquire a 30% of the outstanding and issued Shares in PPRAS
      from the Seller, and the Seller wishes to sell the Shares;

    


    NOW,
      THEREFORE, in consideration of the covenants, promises and representations
      set
      forth herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, and intending to be legally bound
      hereby, the Parties agree as follows:

    


    1. Share
      Purchase and Exchange. Subject to the terms and conditions stated herein, at
      the
      Closing (as defined below), (a) the Seller shall assign, transfer, convey,
      and
      deliver to Midland, and Midland shall accept and acquire, the Shares and any
      and
      all rights in the Shares to which such Seller is entitled, and by so doing,
      the
      Seller will be deemed to have assigned all of its right, title and interest
      in
      and to all such Shares to Midland; and (b) in exchange for the Shares, Midland
      shall transfer to the Seller, and the Seller shall accept from Midland, such
      twenty million (20,000,000) restricted common share of Midland (the
“Exchange
      Shares”).
      

    


    2. Closing
      and Deliveries. 

    


    The
      Closing. The closing (the "Closing")
      of the transactions contemplated hereunder shall take place simultaneously
      with
      the execution of this Agreement at such place as the Parties hereto may agree,
      provided, however, time is of the essence and the Closing shall not be later
      than ten (10) days from the date of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.
       Representations
      and Warranties; Indemnification.

    


    3.1
       Representations
      and Warranties of the Sellers. As an inducement to Midland to enter into this
      Agreement and to consummate the transactions contemplated herein, the Seller
      represents and warrants to Midland as follows, all of which are true and
      complete as of the date of this Agreement and as of the Closing:

    


    (a) Authority.
      The Seller has the right, power, authority and capacity to execute and deliver
      this Agreement, to consummate the transactions contemplated hereby and to
      perform his obligations under this Agreement. This Agreement constitutes the
      legal, valid and binding obligations of the Sellers, enforceable against each
      Seller in accordance with the terms hereof, except as such enforceability may
      be
      limited by applicable bankruptcy, insolvency, or similar laws relating to,
      or
      affecting generally the enforcement of, creditors' rights and remedies or by
      other equitable principles of general application.

    


    (b) Ownership.
      The Seller is the sole record and beneficial owner of all of the Shares, have
      good and marketable title to the Shares, free and clear of all Encumbrances
      (as
      hereinafter defined), and have full legal right and power to sell, transfer
      and
      deliver the Shares to Midland in accordance with this Agreement. "Encumbrances"
      shall mean any liens, pledges, hypothecations, charges, adverse claims, options,
      preferential arrangements or restrictions of any kind, including, without
      limitation, any restriction of the use, voting, transfer, receipt of income
      or
      other exercise of any attributes of ownership, other than as provided under
      applicable securities laws. Upon the execution and delivery of this Agreement,
      Midland will receive good and marketable title to the Shares, free and clear
      of
      all Encumbrances. 

    


    (c) No
      Conflict. None of the execution, delivery, or performance of this Agreement,
      or
      the consummation of the transactions contemplated hereby, conflicts or will
      conflict with, or (with or without notice or lapse of time, or both) will result
      in a termination, breach or violation of (i) any instrument, contract or
      agreement to which the Seller is a party or by which it is bound, or to which
      the Shares are subject; or (ii) any law, ordinance, judgment, decree, order,
      statute, or regulation, or that of any other governmental body or authority,
      applicable to the Seller or the Shares.

    


    (d) No
      Consent. No consent, approval, authorization or order of, or any filing or
      declaration with any governmental authority or any other person, is required
      for
      the consummation by the Seller of any of the transactions contemplated by the
      Seller under this Agreement.

    


    (e)
       Full
      Disclosure. No representation or warranty made by the Seller to Midland in
      this
      Agreement omits to state a material fact necessary to make the statements
      herein, in light of the circumstances in which they were made, not misleading.
      There is no fact known to the Seller that has specific application to the Shares
      and that materially adversely affects or, as far as can be reasonably foreseen,
      materially threatens the Shares that has not been set forth in this
      Agreement.

    


    3.2
       Representations
      and Warranties of Midland. As an inducement to the Seller to enter into this
      Agreement and to consummate the transactions contemplated herein, Midland
      represents and warrants to the Seller as follows, all of which are true and
      complete as of the date of this Agreement and as of the Closing:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (a)
       Organization
      of Midland. Midland is a corporation duly organized and validly existing and
      in
      good standing under the laws of Nevada, and has all requisite power and
      authority to own, lease and operate its properties and to carry on its business
      as now being conducted. Midland is duly qualified as a foreign corporation
      to do
      business and is in good standing in every jurisdiction in which the nature
      of
      the business conducted or property owned by it makes such qualification
      necessary, other than those in which the failure so to qualify would not have
      a
      material adverse effect on the business, operations, properties, prospects
      or
      condition (financial or otherwise) of Midland.

    


    (b)
       Authority.
      (1) Midland has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement and to issue the Exchange Shares;
      (2) the execution and delivery of this Agreement by Midland and the consummation
      by it of the transactions contemplated hereby and thereby have been duly
      authorized by all necessary corporate action and no further consent or
      authorization of Midland or its Board of Directors or stockholders is required;
      and (3) this Agreement has been duly executed and delivered by Midland and
      constitutes a valid and binding obligation of Midland enforceable against
      Midland in accordance with its terms, except as such enforceability may be
      limited by applicable bankruptcy, insolvency, or similar laws relating to,
      or
      affecting generally the enforcement of, creditors' rights and remedies or by
      other equitable principles of general application.

     

    (c) No
      Conflict. None of the execution, delivery, or performance of this Agreement,
      or
      the consummation of the transactions contemplated hereby, conflicts or will
      conflict with, or (with or without notice or lapse of time, or both) will result
      in a termination, breach or violation of (i) any instrument, contract or
      agreement to which the Seller is a party or by which it is bound, or to which
      the Shares are subject; or (ii) any law, ordinance, judgment, decree, order,
      statute, or regulation, or that of any other governmental body or authority,
      applicable to the Seller or the Shares; or (iii) the Certificate of
      Incorporation or By-Laws of Midland.

    


    (d) No
      Consent. No consent, approval, authorization or order of, or any filing or
      declaration with any governmental authority or any other person, is required
      for
      the consummation by the Seller of any of the transactions contemplated by the
      Seller under this Agreement.

    


    (e)
       Full
      Disclosure. No representation or warranty made by the Seller to Midland in
      this
      Agreement omits to state a material fact necessary to make the statements
      herein, in light of the circumstances in which they were made, not misleading.
      There is no fact known to the Seller that has specific application to the Shares
      and that materially adversely affects or, as far as can be reasonably foreseen,
      materially threatens the Shares that has not been set forth in this
      Agreement.

    


    3.3 Indemnification.

    


    (a) The
      Seller shall indemnify and hold harmless Midland and the officers, directors,
      agents, affiliates, representatives and the respective successors and assigns
      of
      Midland from and against any and all damages, losses, liabilities, taxes and
      costs and expenses (including, without limitation, attorneys' fees and costs)
      resulting directly or indirectly from (i) any inaccuracy, misrepresentation,
      breach of warranty or non-fulfillment of any of the representations and
      warranties of the Seller in this Agreement, or any actions, omissions or
      statements of fact inconsistent with in any material respect any such
      representation or warranty, (ii) any failure by the Seller to perform or comply
      with any agreement, covenant or obligation in this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    (b) Midland
      shall indemnify and hold harmless the Seller and their respective agents,
      officers, directors, affiliates, representatives and respective successors
      and
      assigns from and against any and all damages, losses, liabilities, taxes and
      costs and expenses (including, without limitation, attorneys' fees and costs)
      resulting directly or indirectly from (i) any inaccuracy, misrepresentation,
      breach of warranty or non-fulfillment of any of the representations and
      warranties of Midland in this Agreement, or any actions, omissions or statements
      of fact inconsistent with in any material respect any such representation or
      warranty, or (ii) any failure by Midland to perform or comply with any
      agreement, covenant or obligation in this Agreement.

    


    (c) Rules
      Regarding Indemnification.
      The
      obligations and liabilities of each party which may be subject to
      indemnification liability hereunder (the “indemnifying party”) to the other
      party (the “indemnified party”) shall be subject to the following terms and
      conditions:

     

    (i) Claims
      by
      Non-Parties. The indemnified party shall give written notice within a reasonably
      prompt period of time to the indemnifying party of any written claim by a third
      party which is likely to give rise to a claim by the indemnified party against
      the indemnifying party based on the indemnity agreements contained in this
      Section, stating the nature of said claim and the amount thereof, to the extent
      known. The indemnified party shall give notice to the indemnifying party that
      pursuant to the indemnity, the indemnified party is asserting against the
      indemnifying party a claim with respect to a potential loss from the third
      party
      claim, and such notice shall constitute the assertion of a claim for indemnity
      by the indemnified party. If, within thirty (30) days after receiving such
      notice, the indemnifying party advises the indemnified party that it will
      provide indemnification and assume the defense at its expense, then so long
      as
      such defense is being conducted, the indemnified party shall not settle or
      admit
      liability with respect to the claim and shall afford to the indemnifying party
      and defending counsel reasonable assistance in defending against the claim.
      If
      the indemnifying party assumes the defense, counsel shall be selected by such
      party and if the indemnified party then retains its own counsel, it shall do
      so
      at its own expense. If the indemnified party does not receive a written
      objection to the notice from the indemnifying party within thirty (30) days
      after the indemnifying party’s receipt of such notice, the claim for indemnity
      shall be conclusively presumed to have been assented to and approved, and in
      such case the indemnified party may control the defense of the matter or case
      and, at its sole discretion, settle or admit liability. If within the aforesaid
      thirty (30) day period the indemnified party shall have received written
      objection to a claim (which written objection shall briefly describe the basis
      of the objection to the claim or the amount thereof, all in good faith), then
      for a period of ten (10) days after receipt of such objection the parties shall
      attempt to settle the dispute as between the indemnified and indemnifying
      parties. If they are unable to settle the dispute, the unresolved issue or
      issues shall be settled by arbitration in New York, New York in accordance
      with
      the rules and procedures of the American Arbitration Association.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii) Claims
      by
      a Party. The determination of a claim asserted by a party hereunder (other
      than
      as set forth in section (a) above) pursuant to this Section shall be made as
      follows: The indemnified party shall give written notice within a reasonably
      prompt period of time to the indemnifying party of any claim by the indemnified
      party which has not been made pursuant to subsection (a) above, stating the
      nature and basis of such claim and the amount thereof, to the extent known.
      The
      claim shall be deemed to have resulted in a determination in favor of the
      indemnified party and to have resulted in a liability of the indemnifying party
      in an amount equal to the amount of such claim estimated pursuant to this
      paragraph if within forty-five (45) days after the indemnifying party’s receipt
      of the claim the indemnified party shall not have received written objection
      to
      the claim. In such event, the claim shall be conclusively presumed to have
      been
      assented to and approved. If within the aforesaid forty-five (45) day period
      the
      indemnified party shall have received written objection to a claim (which
      written objection shall briefly describe the basis of the objection to the
      claim
      or the amount thereof, all in good faith), then for a period of sixty (60)
      days
      after receipt of such objection the parties shall attempt to settle the disputed
      claim as between the indemnified and indemnifying parties. If they are unable
      to
      settle the disputed claim, the unresolved issue or issues shall be settled
      by
      arbitration in New York, New York in accordance with the rules and procedures
      of
      the American Arbitration Association and New York law will govern without
      reference to its choice of law provision.

     

    4.
       Miscellaneous.

    


    (a)
       Notices.
      All notices or other communications required or permitted hereunder shall be
      in
      writing. Any notice, request, demand, claim or other communication hereunder
      shall be deemed duly given (i) if by personal delivery, when so delivered;
      (ii)
      if mailed, three (3) business days after having been sent by registered or
      certified mail, return receipt requested, postage prepaid and addressed to
      the
      intended recipient as set forth below; or (iii) if sent through an overnight
      delivery service in circumstances to which such service guarantees next day
      delivery, the day following being so sent to the address of the intended
      recipient as first set forth above. Any party may change the address to which
      notices and other communications hereunder are to be delivered by giving the
      other parties notice in the manner herein set forth.

    


    Notice
      Address of Midland:  

    


    Midland
      International Corporation

    12650
      Jane Street

    King
      City, Ontario L7B 1A3

    Attn:
      Chief Executive Officer

    


    Notice
      Address of Seller: 

    


    Prolink
      Holdings AS

    _____________

    _____________

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
       Choice
      of Law. This Agreement shall be governed, construed and enforced in accordance
      with the laws of the Province of Ontario and the laws of Canada applicable
      therein, without giving effect to principles of conflicts of law.

    


    (c)
       Jurisdiction.
      The Parties hereby irrevocably consent to the in personam jurisdiction of the
      courts located in the Province of Quebec, in connection with any action or
      proceeding arising out of or relating to this Agreement or the transactions
      and
      the relationships established thereunder. The Parties hereby agree that such
      courts shall be the venue and exclusive and proper forum in which to adjudicate
      such matters and that they will not contest or challenge the jurisdiction or
      venue of these courts.

    


    (d)
       Entire
      Agreement. This Agreement sets forth the entire agreement and understanding
      of
      the Parties in respect of the transactions contemplated hereby and supersedes
      all prior and contemporaneous agreements, arrangements and understandings of
      the
      Parties relating to the subject matter hereof. No representation, promise,
      inducement, waiver of rights, agreement or statement of intention has been
      made
      by any of the Parties which is not expressly embodied in this Agreement, such
      other agreements, notes or instruments related to this transaction executed
      simultaneously herewith, or the written statements, certificates, schedules
      or
      other documents delivered pursuant to this Agreement or in connection with
      the
      transactions contemplated hereby.

    


    (e)
       Assignment.
      Each party's rights and obligations under this Agreement shall not be assigned
      or delegated, by operation of law or otherwise, without the other party's prior
      consent, and any such assignment or attempted assignment shall be void, of
      no
      force or effect, and shall constitute a material default by such
      party.

    


    (f)
       Amendments.
      This Agreement may be amended, modified, superseded or cancelled, and any of
      the
      terms, covenants, representations, warranties or conditions hereof may be
      waived, only by a written instrument executed by each party, in the case of
      a
      waiver, by the party waiving compliance.

    


    (g)
       Waivers.
      The failure of any party at any time or times to require performance of any
      provision hereof shall in no manner affect the right at a later time to enforce
      the same. No waiver by any party of any condition, or the breach of any term,
      covenant, representation or warranty contained in this Agreement, whether by
      conduct or otherwise, in any one or more instances shall be deemed to be or
      construed as a further or continuing waiver of any such condition or breach
      or a
      waiver of any other term, covenant, representation or warranty of this
      Agreement.

    


    (h) Further
      Assurances. The Parties shall from time to time do and perform such additional
      acts and execute and deliver such additional documents and instruments as may
      be
      required or reasonably requested by any party to establish, maintain or protect
      its rights and remedies or to effect the purposes of this Agreement.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (i) Counterparts;
      Interpretation.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, and all of which shall constitute one and the same
      instrument. No ambiguity in any provision hereof shall be construed against
      Parties by reason of the fact it was drafted by such party or its counsel.
      References to “including” means including without limiting the generality of any
      description preceding such term. Nothing expressed or implied in this Agreement
      is intended, or shall be construed, to confer upon or give any person other
      than
      the Parties any rights or remedies under or by reason of this
      Agreement.

    


    (j) Acceptance
      by Fax.
      This
      Agreement shall be accepted, effective and binding, for all purposes, when
      the
      Parties shall have signed and transmitted to each other, by telecopier or
      otherwise, copies of the signature pages hereto.

    


    (k) Binding
      Effect; Benefits.
      This
      Agreement shall inure to the benefit of, and be binding upon, the Parties and
      their respective heirs, legal representatives, successors and permitted assigns.
      Nothing in this Agreement, express or implied, is intended to or shall confer
      upon any person other than the Parties, and their respective heirs, legal
      representatives, successors and permitted assigns, any rights, remedies,
      obligations or liabilities under, in connection with or by reason of this
      Agreement, except Wireless Age, who is an intended beneficiary
      hereunder.

    


    (l) Transfer
      of Shares. The execution of this Agreement shall constitute a stock power,
      which
      the transfer agents of Midland may rely on for purposes of transferring the
      shares of those Parties in the books and records of the Parties.

    


    


    [Signature
      Page Follows]


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the
      date first set forth above.


    
      	 	 	 
	 	MIDLAND
              INTERNATIONAL CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name: 

              Title: 

            
	 	 


      
        	 	 	 
	 	PROLINK
                HOLDINGS
                AS
	 
 	 
 	 
 
	 	By:  	 
	 	
                
                  

                

                Name: 

                Title: