SHARE
      EXCHANGE AGREEMENT

     

    THIS
      SHARE EXCHANGE AGREEMENT
      (this
“Agreement”)
      dated
      this 17th day of April, 2007, by and among
      CENTRAL WIRELESS, INC., a
      Utah
      corporation (“Central
      Wireless”),
      KENNETH
      W. BRAND,
      an
      individual and principal shareholder of Central Wireless (“Mr.
      Brand”),
      SUMMIT
      MEDICAL TECHNOLOGIES, INC., a
      New Hampshire corporation (the “Company”)
      and
      the shareholders of the Company listed on Exhibit A
      attached
      hereto (the “Company
      Shareholders”).

     

    RECITALS:

     

    WHEREAS,
      the
      Company Shareholders own all of the outstanding capital stock of the Company
      as
      set forth in Exhibit A;

     

    WHEREAS,
      the
      authorized capital stock of the Company consists of Forty Million (40,000,000)
      shares of common stock, no par value per share (“Company
      Common Stock”),
      and
      Twenty Million (20,000,000) shares of preferred stock, no par value per share
      (“Company
      Preferred Stock”),
      of
      which Nineteen Million Five Hundred Thousand One Hundred Sixty (19,500,160)
      shares of Company Common Stock are issued and outstanding and Nine Million
      Seven
      Hundred Fifty Thousand (9,750,000) shares of Company Preferred Stock are issued
      and outstanding (collectively the “Company
      Outstanding Stock”);

     

    WHEREAS,
      the
      shareholders of Central Wireless set forth on the Central Wireless Shareholder
      List attached hereto as Exhibit
      B
      own all
      of the outstanding capital stock of Central Wireless;

     

    WHEREAS,
      the
      authorized capital stock of Central Wireless consists of Two
      Billion (2,000,000,000) shares of common stock, par value $0.001 per
      share (the “CWIR
      Common Stock”),
      of
      which One Billion Nine Hundred Fifty-Four Million One Hundred Ninety-Two
      Thousand Four Hundred Fifty-One (1,954,192,451) shares
      are issued and outstanding, Nine Million Nine Hundred Ninety-Nine Thousand
      Nine
      Hundred (9,999,900) shares of undesignated preferred stock, of which no shares
      are issued and outstanding, par value $0.01 per share, and One Hundred (100)
      shares of Series A Convertible Preferred Stock, par value $0.01 per share,
      of
      which no shares are issued and outstanding; 

     

    WHEREAS,
      the
      Company Shareholders desire to transfer to Central Wireless Nineteen Million
      Five Hundred Thousand One Hundred Sixty (19,500,160) shares of Company Common
      Stock, which such shares represent all the issued and outstanding shares of
      the
      Company Common Stock, in exchange for One Hundred (100) shares of Central
      Wireless Series A Convertible Preferred Stock, par value $0.01 per share, which
      is convertible into that number of shares of CWIR Common Stock equal to
      eighty-five percent (85%) of the total issued and outstanding capital stock
      of
      Central Wireless (the “CWIR
      Exchange Shares”)
      upon
      the twentieth (20) day after the mailing of a Definitive Schedule 14C
      Information Statement to the Central Wireless Shareholders pursuant to the
      terms
      and conditions set forth herein; and

     

    WHEREAS,
      Central
      Wireless and the Company intend that for United States federal income tax
      purposes, the transactions contemplated hereby shall qualify as a tax-free
      reorganization under Section 368 of the Internal Revenue Code of 1986, as
      amended (together with all rules and regulations issued thereunder, the
“Code”)
      and
      that this Agreement shall be adopted as a plan of reorganization for purposes
      of
      Section 368 of the Code.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises set forth herein and certain other good
      and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:

     

    AGREEMENT:

     

    
      	
              1.

            	
              THE
                SHARE EXCHANGE AND RELATED TRANSACTIONS.

            


    

     

    1.1. Share
      Exchange.
      In
      accordance with the provisions of this Agreement, the Utah Revised Statutes
      (the
“URS”)
      and
      other applicable law, on the Closing Date (as defined below), the Escrow Agent
      (as defined below) shall deliver to Central Wireless, the Company Common Stock,
      and in exchange therefore, the Escrow Agent shall deliver to the Company
      Shareholders in the denominations set forth opposite the name of each Company
      Shareholder on Schedule A
      attached
      hereto, the CWIR Exchange Shares. The share exchange transaction is referred
      to
      herein as the “Share
      Exchange”.
      Upon
      the execution of this Agreement, and as partial consideration for the CWIR
      Exchange Shares: (a) the Company shall pay and discharge the outstanding
      balances owed to the entities and persons as set forth on Schedule B
      and (b)
      the Company shall issue a secured convertible promissory note to Mr. Brand
      in
      the principal amount of Fifty-Five Thousand Dollars ($55,000) substantially
      in
      the form of Exhibit
      C
      attached
      hereto and a warrant to purchase One Million Three Hundred Nine Thousand Five
      Hundred Twenty-Four (1,309,524) shares substantially in the form of Exhibit
      I
      attached
      hereto.

     

    1.2
       Escrow
      Closing.
      Upon
      the execution of this Agreement, Central Wireless shall deposit the CWIR
      Exchange Shares, and the Company Shareholders shall deposit the Company Common
      Stock with Gersten Savage LLP, attorneys for the Company, which shall serve
      as
      escrow agent (the “Escrow
      Agent”)
      pursuant to and on the terms set forth in that certain escrow agreement, of
      even
      date herewith, attached hereto as Exhibit
      D,
      to
      release the CWIR Exchange Shares and the Company Common Stock not earlier than
      the twentieth (20th)
      calendar day following the mailing of a Definitive Schedule 14C Information
      Statement (the “Schedule 14C”)
      with
      the U.S. Securities and Exchange Commission (the “SEC”).

     

    1.3. Closing.
      The
      parties to this Agreement shall file Articles of Exchange (as defined
      below) pursuant to the URS, cause the Share Exchange to become effective
      and consummate the other transactions contemplated by this Agreement (the
“Closing”) on
      such date which shall be the twentieth (20th)
      calendar day following the mailing of the Schedule 14C with the SEC,
provided
      that
      in no
      event shall the Closing occur prior to the satisfaction of the conditions
      precedent set forth in Sections 6, 7 and 8 hereof. The date of the Closing
      is
      referred to herein as the “Closing
      Date”.
      The
      Closing shall take place at the offices of counsel to Central Wireless, or
      at
      such other place as may be mutually agreed upon by the parties. The parties
      hereto acknowledge and agree that the Schedule 14C shall be prepared by Gersten
      Savage LLP. On the Closing Date: (i) the Escrow Agent shall deliver to
      Central Wireless the original stock certificates representing the Company Common
      Stock, together with stock powers duly executed in blank; and (ii) the
      Escrow Agent shall deliver to the Company Shareholders stock certificates
      representing the CWIR Exchange Shares.

     

    
      
         

      

      
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    1.4. Plan
      of Exchange; Articles of Share Exchange.
      Central
      Wireless and the Company shall enter into a plan of exchange on the date hereof,
      substantially in the form attached hereto as Exhibit E
      (the
“Plan
      of Exchange”),
      and,
      on the Closing Date, Central Wireless and the Company shall execute the Articles
      of Exchange, substantially in the form attached hereto as Exhibit F
      (the
“Articles
      of Exchange”).
      The
      Articles of Exchange shall be filed with the Secretary of State of the State
      of
      Utah on or shortly after the Closing Date in accordance with the
      URS.

     

    1.5. Approval
      of Share Exchange.
      By
      execution of this Agreement, the Company Shareholders hereby ratify, approve
      and
      adopt the Share Exchange and the Plan of Exchange for all purposes under the
      URS
      and duplicate laws of the Company’s state of incorporation. On or before the
      execution of this Agreement, the respective Boards of Directors of Central
      Wireless and the Company shall have approved this Agreement, the Plan of
      Exchange and the transactions contemplated hereby and thereby. On or before
      the
      execution of this Agreement, Central Wireless shall provide to the Company
      the
      consent of at least fifty-one percent (51%) of the shareholders of Central
      Wireless approving this Agreement and the transactions contemplated hereby.
      The
      parties hereto hereby acknowledge and agree that an Information Statement on
      Schedule 14C is required to be filed with the SEC, and to be mailed to all
      shareholders of record of Central Wireless, not less than twenty (20) days
      prior
      to Closing, which such Schedule 14C shall, among other things, set forth the
      intent of the requisite number of shareholders of Central Wireless to approve
      this Agreement and the transactions contemplated hereby. All parties to this
      Agreement agree to vote in favor of the Share Exchange to the extent such party
      is a holder of shares of CWIR Common Stock on the record date.

     

    1.6. Increase
      of Authorized Shares; Reverse Stock Split.
      The
      parties to this Agreement acknowledge that as of the date hereof, Central
      Wireless has an insufficient number of shares of CWIR Common Stock available
      to
      complete the Share Exchange. The parties hereto acknowledge and agree that
      Central Wireless must file a Schedule 14C in order to effect, among other
      things, an increase of its authorized shares of CWIR Common Stock to Twenty
      Billion (20,000,000,000) shares (“Share
      Increase”),
      that
      such Schedule 14C must be mailed to all shareholders of record of Central
      Wireless and that the Closing cannot occur until such date which is at least
      twenty (20) calendar days following the date such Schedule 14C is mailed to
      the
      shareholders of Central Wireless. The parties hereto further acknowledge that
      such Schedule 14C will include the intent of the requisite number of
      shareholders under the URS to approve a proposal for Central Wireless to
      undertake a reverse stock split of CWIR Common Stock (the “Reverse
      Split”).

     

    1.7. Brand
      Escrow.
      On the
      Closing Date, and subject to and in accordance with the provisions of Section
      9
      herein, Mr. Brand will cause to be deposited with the Escrow Agent a certificate
      or certificates evidencing twenty percent (20%) of the number of shares of
      CWIR
      Common Stock owed by Mr. Brand as of the Closing Date (the “Brand
      Escrow Shares”).
      All
      such certificates deposited with the Escrow Agent will be registered in the
      name
      of the Escrow Agent as nominee, and such Escrow Agent will retain such shares
      in
      accordance with an escrow agreement (the “Brand
      Escrow Agreement”)
      substantially in the form attached hereto as Exhibit
      G.
      Mr.
      Brand will beneficially own such Brand Escrow Shares and be entitled to vote
      such Brand Escrow Shares. The Brand Escrow Shares will be held in escrow and
      will be available to compensate the Company Shareholders for certain of the
      damages as provided in Section 9 herein. To the extent that they are not used
      for such purpose, the Brand Escrow Shares will be held for twelve (12) months
      and will be released on the first anniversary of the Closing Date.

     

    
      
         

      

      
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              2.

            	
              ADDITIONAL
                AGREEMENTS.

            


    

     

    2.1. Access
      and Inspection, Etc.
      Each
      party to this Agreement has allowed and shall allow the other party and its
      authorized representatives full access during normal business hours from and
      after the date hereof and prior to the Closing Date to all of its properties,
      books, contracts, commitments and records for the purpose of making such
      investigations as the other party may reasonably request in connection with
      the
      transactions contemplated hereby, and shall cause the other party to furnish
      such information concerning its affairs as reasonably requested. Each party
      to
      this Agreement has caused and shall cause its personnel to assist the other
      party in making such investigation and shall use his best efforts to cause
      its
      counsel, accountants, and other non-employee representatives to be reasonably
      available to the other party for such purposes. 

     

    2.2. Confidential
      Treatment of Information.
      From
      and after the date hereof, the parties hereto shall and shall cause their
      representatives to hold in confidence all data and information obtained with
      respect to the other parties or their business, except such data or information
      as is published or is a matter of public record, or as compelled by legal
      process. In the event this Agreement is terminated pursuant to Section 10
      hereof, each party shall promptly return to the other(s) any statements,
      documents, schedules, exhibits or other written information obtained from them
      in connection with this Agreement, and shall not retain any copies
      thereof.

     

    2.3. Public
      Announcements.
      After
      the date hereof and prior to the Closing, none of the parties hereto shall
      make
      any press release, statement to employees or other disclosure of this Agreement
      or the transactions contemplated hereby without the prior written consent of
      the
      other parties, except as may be required by law. Neither the Company, the
      Company Shareholders, nor Central Wireless shall make any such disclosure unless
      each party shall have received prior notice of the contemplated disclosure
      and
      has had adequate time and opportunity to comment on such disclosure, which
      shall
      be satisfactory in form and content to each party and its counsel.

     

    2.4. Securities
      Law Compliance.
      The
      issuance of the CWIR Exchange Shares to the Company Shareholders hereunder
      shall
      not be registered under the Securities Act of 1933, as amended, by reason of
      the
      exemption provided by Section 4(2) thereof, and such shares may not be
      further transferred unless such transfer is registered under applicable
      securities laws or, in the opinion of counsel of Central Wireless, such transfer
      complies with an exemption from such registration. All certificates evidencing
      the CWIR Exchange Shares to be issued to the Company Shareholders shall be
      legended to reflect the foregoing restriction. 

     

    2.5. Best
      Efforts.
      Subject
      to the terms and conditions provided in this Agreement, each of the parties
      shall use its best efforts in good faith to take or cause to be taken as
      promptly as practicable all reasonable actions that are within its power to
      cause to be fulfilled those conditions precedent to its obligations or the
      obligations of the other parties to consummate the transactions contemplated
      by
      this Agreement that are dependent upon its actions.

     

    2.6. Further
      Assurances.
      The
      parties shall deliver any and all other instruments or documents required to
      be
      delivered pursuant to, or necessary or proper in order to give effect to, the
      provisions of this Agreement, including, without limitation, all necessary
      stock
      powers and such other instruments of transfer as may be necessary or desirable
      to transfer ownership of the Company Common Stock and to consummate the
      transactions contemplated by this Agreement.

     

    
      
         

      

      
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    2.7. Certain
      Tax Matters.

     

    (a) Cooperation
      on Tax Matters.
      

     

    (i) Central
      Wireless, the Company and the Company Shareholders shall cooperate fully, as
      and
      to the extent reasonably requested by the other party, in connection with the
      filing of tax returns pursuant to this Section 2.7 and any audit,
      litigation or other proceeding with respect to taxes. Such cooperation shall
      include the retention and (upon the other party’s request) the provision of
      records and information which are reasonably relevant to any such audit,
      litigation or other proceeding and making employees available on a mutually
      convenient basis to provide additional information and explanation of any
      material provided hereunder. The Company and the Company Shareholders agree
      (A) to retain all books and records with respect to tax matters pertinent
      to the Company relating to any taxable period beginning before the Closing
      Date
      until the expiration of the statute of limitations (and, to the extent notified
      by Central Wireless or the Company Shareholders, any extensions thereof) of
      the respective taxable periods, and to abide by all record retention agreements
      entered into with any taxing authority, and (B) to give the other party
      reasonable written notice prior to transferring, destroying or discarding any
      such books and records and, if the other party so requests, the Company or
      the
      Company Shareholders, as the case may be, shall allow the other party to take
      possession of such books and records.

     

    (ii) Central
      Wireless and the Company Shareholders further agree, upon request, to use their
      commercially reasonable efforts to obtain any certificate or other document
      from
      any governmental authority or any other person as may be necessary to mitigate,
      reduce or eliminate any tax that could be imposed (including, but not limited
      to, with respect to the transactions contemplated hereby).

     

    2.9 No-Shop.
      From
      the date hereof until the termination of this Agreement, neither the Company
      nor
      any Company Shareholder shall, directly or indirectly, make, solicit, initiate
      or encourage submission of proposals or offers from any persons (including
      any
      of their employees or officers) relating to an Acquisition Proposal (as
      defined below). As used herein, “Acquisition
      Proposal”
means
      any proposal or offer involving a liquidation, dissolution, recapitalization,
      merger, consolidation or acquisition or purchase of all or substantially all
      of
      the assets of, or equity interest in, the Company or other similar transaction
      or business combination involving the Company. Each of the Company and each
      Shareholder shall immediately cease and cause to be terminated all discussions
      or negotiations with third parties with respect to any Acquisition Proposal,
      if
      any, exiting on the date hereof.

     

    2.10. Schedule 14F-1
      Filing.
      Upon
      the consummation of this Agreement, Central Wireless shall file with the SEC
      an
      Information Statement on Schedule 14F-1 (the “Schedule 14F-1”)
      or
      such other documents as may be required, as soon as practicable, disclosing
      the
      resignation of Mr. Brand in a form that will satisfy the requirements of
      law. The parties hereto agree to cooperate in the preparation and filing of
      such
      report or any other filings to be filed with the SEC.

     

    
      
         

      

      
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    2.11 Approval
      of Schedule 14C.
      in the
      event that the Schedule 14C is not approved by the Securities Exchange
      Commission, this transaction will be unwound and Central Wireless will be solely
      responsible for returning $141,003.00 to the NIR Group, an entity which is
      providing financing for this transaction and the Company shall be solely
      responsible for $278,997 to the NIR Group.

     

    
      	
              3.

            	
              REPRESENTATIONS,
                COVENANTS AND WARRANTIES OF THE COMPANY AND THE COMPANY
                SHAREHOLDERS.

            


    

     

    To
      induce
      Central Wireless to enter into this Agreement and to consummate the transactions
      contemplated hereby, the Company, and the Company Shareholders jointly and
      severally represent and warrant to and covenant with Central Wireless as
      follows:

     

    3.1. Organization;
      Compliance.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of New Hampshire. The Company is: (a) entitled to own or
      lease its properties and to carry on its business as and in the places where
      such business is now conducted, and (b) duly licensed, in good standing and
      qualified in all jurisdictions where the character of the property owned by
      it
      or the nature of the business transacted by it makes such license or
      qualification necessary, except where the failure to do so would not result
      in a
      material adverse effect on the Company. Schedule 3.1
      lists
      all locations where the Company has an office or place of business and the
      nature of the ownership interest in such property (fee, lease, or
      other).

     

    3.2. Capitalization
      and Related Matters of the Company.

     

    (a) The
      authorized capital stock of the Company consists of Forty Million (40,000,000)
      shares of Company Common Stock and Twenty Million (20,000,000) shares of Company
      Preferred Stock, of which Nineteen Million Five Hundred Thousand One Hundred
      Sixty (19,500,160) shares of Company Common Stock are issued and outstanding
      and
      Nine Million Seven Hundred Fifty Thousand (9,750,000) shares of Company
      Preferred Stock are issued and outstanding. No shares of the Company Outstanding
      Stock (i) were issued in violation of the preemptive rights of any
      shareholder, or (ii) are held as treasury stock. The Company Common Stock
      to be delivered under the terms of this Agreement are owned of record, legally
      and beneficially by the Company Shareholders. The shares of the Company Common
      Stock are free and clear of any and all security interests, encumbrances, and
      rights of any kind or nature whatsoever (collectively, “Encumbrances”),
      and
      upon delivery of the Company Common Stock hereunder, Central Wireless and its
      assigns will acquire title thereto, free and clear of any and all Encumbrances.
      Other than voting rights, redemption rights and such other rights conferred
      by
      the Company’s charter documents and by applicable New Hampshire statutes,
      there exist no Securities Rights (as defined herein) with respect to the
      Company Common Stock. All rights and powers to vote the shares of the Company
      Common Stock are held exclusively by the Company Shareholders. All of the
      Company Common Stock is validly issued, fully paid and nonassessable, were
      not
      issued in violation of the terms of any agreement or other understanding, and
      were issued in compliance with all applicable federal and state securities
      or
“blue sky” laws and regulations. The certificates representing the Company
      Common Stock to be delivered to Central Wireless at the Closing are, and the
      signatures and endorsements thereof or stock powers relating thereto will be,
      valid and genuine. For the purposes of this section, “Securities
      Rights”
means,
      with respect to the Company Common Stock (whether issued or unissued) or
      any other securities convertible into or exchangeable for the Company Common,
      and includes all written or unwritten contractual rights relating to the
      issuance, sale, assignment, transfer, purchase, redemption, conversion,
      exchange, registration or voting of the Company Common Stock and all rights
      conferred by the Company’s governing documents and by any applicable
      agreement.

     

    
      
         

      

      
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    (b) There
      are
      not outstanding any securities convertible into capital stock of the Company
      nor
      any rights to subscribe for or to purchase, or any options for the purchase
      of,
      or any agreements providing for the issuance (contingent or otherwise) of,
      or any calls, commitments or claims of any character relating to, such capital
      stock or securities convertible into such capital stock. The Company:
      (i) is not subject to any obligation (contingent or otherwise) to
      repurchase or otherwise acquire or retire any of its capital stock; or
      (ii) has no liability for dividends or other distributions declared or
      accrued, but unpaid, with respect to any capital stock.

     

    3.3. Subsidiaries.
      The
      Company owns (a) no shares of capital stock of any other corporation,
      including any joint stock company, and (b) no other proprietary interest in
      any company, partnership, trust or other entity, including any limited liability
      company. 

     

    3.4 Execution;
      No Inconsistent Agreements; Etc. 

     

    (a) This
      Agreement is a valid and binding agreement of the Company and the Company
      Shareholders, enforceable in accordance with its terms, except as such
      enforcement may be limited by bankruptcy or similar laws affecting the
      enforcement of creditors’ rights generally, and the availability of equitable
      remedies. The Company and the Company Shareholders have the absolute and
      unrestricted right, power, authority, and capacity to execute and deliver this
      Agreement and the documents to be delivered by them in connection with the
      Closing and to perform their obligations under this Agreement.

     

    (b) The
      execution and delivery of this Agreement by the Company and the Company
      Shareholders does not, and the consummation of the transactions contemplated
      hereby will not, constitute a breach or violation of the charter or bylaws
      of
      the Company, or a default under any of the terms, conditions or provisions
      of
      (or an act or omission that would give rise to any right of termination,
      cancellation or acceleration under) any note, bond, mortgage, lease,
      indenture, agreement or obligation to which the Company or the Company
      Shareholders is a party, pursuant to which the Company and or the Company
      Shareholders otherwise receives benefits, or to which any of the properties
      of
      the Company or the Company Shareholders is subject, or violate any judgment,
      order, decree, statute or regulation applicable to the Company or the Company
      Shareholders or by which any of them may be subject.

     

    3.5. Articles
      of Incorporation and By-Laws.
      The
      Company has heretofore made available and delivered to Central Wireless a
      complete and correct copy of the Articles of Incorporation and its By-Laws.
      Such
      Articles of Incorporation and By-Laws are in full force and effect and have
      not
      been amended or modified. 

     

    3.6. Corporate
      Records.
      The
      statutory records, including the stock register and minute books of the Company
      fully reflects all issuances, transfers and redemptions of its capital stock,
      currently show and will correctly show the total number of shares of its capital
      stock issued and outstanding on the date hereof and on the Closing Date, the
      charter or other organizational documents and all amendments thereto, the bylaws
      as amended and currently in force. To the knowledge of the Company Shareholders,
      the books of account, minute books, stock record, books, and other records
      of
      the Company, all of which have been made available to Central Wireless, are
      complete and correct and have been maintained in accordance with sound business
      practices. The minute books of the Company contain accurate and complete records
      of all meetings held of, and corporate action taken by, the Company
      Shareholders, the Board of Directors, and committees of the Boards of Directors
      of the Company, and no meeting of any such Company Shareholders, Board of
      Directors, or committee has been held for which minutes have not been prepared
      and are not contained in such minute books. At the Closing, all of those books
      and records will be in the possession of the Company.

     

    
      
         

      

      
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    3.7. Financial
      Statements.
      

     

    (a) The
      Company and the Company Shareholders have delivered to Central Wireless the
      Company’s balance sheet as of December 31, 2006 (the “Balance
      Sheet”)
      and
      the related statements of income, shareholders’ equity and cash flows for the
      fiscal year ended December 31, 2006. All of the financial statements referenced
      in this Section 3.7 are referred to herein collectively as the
“Financial
      Statements”.

     

    (b) The
      Financial Statements have been and will be prepared in accordance with
      applicable GAAP throughout the periods involved, subject, in the case of interim
      financial statements, to normal recurring year-end adjustments (the effect
      of
      which will not, individually or in the aggregate, be materially
      adverse) and the absence of notes (that, if presented, would not
      differ materially from those included in the Balance Sheet), applied on a
      consistent basis, and fairly reflect and will reflect in all material respects
      the financial condition of the Company as at the dates thereof and the results
      of the operations of the Company for the periods then ended, and are true and
      complete and are consistent with the books and records of the Company
      .

     

    3.8. Liabilities.
      Except
      as set forth on Schedule 3.8,
      the
      Company has no debt, liability or obligation of any kind, whether accrued,
      absolute, contingent or otherwise, except: (a) those reflected on the
      Balance Sheets, including the notes thereto, and (b) liabilities incurred
      in the ordinary course of business since September 30, 2006, none of which
      have
      had or will have a material adverse effect on the financial condition of the
      Company.

     

    3.9. Absence
      of Changes.
      Except
      as disclosed on Schedule 3.9,
      from
      September 30, 2006, to the date of this Agreement:

     

    (a) there
      has
      not been any adverse change in the business, assets, liabilities, results of
      operations or financial condition of the Company; and

     

    (b) there
      has
      not been any: (i) change in the Company’s authorized or issued capital
      stock; (ii) a declaration or payment of any dividend or other distribution
      or payment in respect of shares of capital stock; or (iii) amendment to the
      Articles of Incorporation or Bylaws of the Company.

     

    3.10. Title
      to Properties.
      The
      Company has good and marketable title to all of its properties and assets,
      real
      and personal, free and clear of all encumbrances, liens or charges of any kind
      or character.

     

    
      
         

      

      
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    3.11. Compliance
      With Law.
      The
      business and activities of the Company have at all times been conducted in
      accordance with its Articles of Incorporation and Bylaws and any applicable
      law,
      regulation, ordinance, order, License (as defined in Section 3.18), permit,
      rule, injunction or other restriction or ruling of any court or administrative
      or governmental agency, ministry, or body, except where the failure to do so
      would not result in a material adverse effect on the Company.

     

    3.12. Taxes.
      Except
      as stated on Schedule 3.12,
      the
      Company has duly filed all federal, provincial, and material local and foreign
      tax returns and reports, and all returns and reports of all other governmental
      units having jurisdiction with respect to taxes imposed on it or on its income,
      properties, sales, franchises, operations or employee benefit plans or trusts,
      all such returns were complete and accurate when filed, and all taxes and
      assessments payable by the Company have been paid to the extent that such taxes
      have become due. All taxes accrued or payable by the Company for all periods
      through December 31, 2006, have been accrued or paid in full, whether or not
      due
      and payable and whether or not disputed. The Company has withheld or collected
      and paid over to the appropriate governmental authorities (or is properly
      holding for such payment) all Taxes required by law to be withheld or
      collected, except for amounts which would not, individually or in the aggregate,
      have a material adverse effect on the Company. For purposes of this Agreement,
      “Tax”
or
      “Taxes”
means
      any and all taxes, fees, levies, duties, tariffs, imposts and other charges
      of
      any kind (together with any and all interest, penalties, additions to tax and
      additional amounts imposed with respect thereto) imposed by any government
      or taxing authority, including, without limitation: taxes or other charges
      on or
      with respect to income, franchises, windfall or other profits, gross receipts,
      property, sales, use, capital stock, payroll, employment, social security,
      workers’ compensation, unemployment compensation, or net worth; taxes or other
      charges in the nature or excise, withholding, ad
      valorem,
      stamp,
      transfer, value added or gains taxes, license, registration and documentation
      fees, and custom duties, tariffs and similar charges. 

     

    3.13. Assets.
      

     

    (a) The
      Company owns, leases or has the right to use all the properties and assets,
      including, without limitation, the real property and personal property, used
      in
      the conduct of its business or otherwise owned, leased, or used, and, with
      respect to contract rights, is a party to and enjoys the right to the benefits
      of all contracts, agreements and other arrangements used or intended to be
      used
      by the Company or in or relating to the conduct of its business (all such
      properties, assets and contract rights being the “Assets”).
      The
      Company has good and marketable title to, or, in the case of leased or subleased
      Assets, valid and subsisting leasehold interests in, all the Assets, free and
      clear of all encumbrances.

     

    (b) The
      Assets constitute all the properties, assets and rights forming a part of,
      used
      or held in, and all such properties, assets and rights used in the conduct
      of,
      the business of the Company as it is currently conducted. All of the Assets
      are
      in good operating condition and repair, normal wear and tear
      excepted.

     

    3.14. Leases
      of Real Property.
      All
      leases pursuant to which the Company is a lessee of any real property (the
      “Leases”) are
      listed in Schedule 3.14
      and are
      valid and enforceable in accordance with their terms. There is not under any
      of
      such Leases any material default or any claimed material default or any event
      of
      default or event which with notice or lapse of time, or both, would constitute
      a
      material default by the Company. 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    3.15. Contingencies.
      Except
      as disclosed on Schedule 3.15,
      there
      are no actions, suits, claims or proceedings pending, or to the knowledge of
      the
      Company Shareholders threatened against, by or affecting, the Company in any
      court or before any arbitrator or governmental agency that may have a material
      adverse effect on the Company which could materially and adversely affect the
      right or ability of the Company Shareholders to consummate the transactions
      contemplated hereby. To the knowledge of the Company Shareholders and the
      current management of the Company, there is no valid basis upon which any such
      action, suit, claim, or proceeding may be commenced or asserted against the
      Company. There are no unsatisfied judgments against the Company and no consent
      decrees or similar agreements to which the Company is subject and which could
      have a material adverse effect on the Company.

     

    3.16. Employee
      Benefit Matters.
      There
      are no employee benefit plans (as defined in Section 3(3) of
      ERISA), bonus, stock option, stock purchase, restricted stock, incentive,
      deferred compensation, retiree medical or life insurance, supplemental
      retirement, severance or other benefit plans, programs or arrangements to which
      the Company is a party, with respect to which the Company has any obligation,
      or
      which are maintained, contributed to, or sponsored by the Company for the
      benefit of any current or former employee, officer, or director of the Company.
      

     

    3.17. Intellectual
      Property.
      The
      Company has: (a) the exclusive right to use the name Summit Medical
      Technologies, Inc., and the use of such name does not conflict with or infringe
      upon the rights of any other person, and (b) made all material filings and
      publications required to register and perfect such exclusive right. The Company
      is not, and will not be, subject to any liability, direct or indirect, for
      infringement damages, royalties, or otherwise, by reason of (a) the use of
      the name ‘Summit Technologies, Inc.’ in the United States or (b) the
      business operations of the Company, at any time prior to the Closing Date.
      The
      Company has not registered the name “Summit Technologies, Inc.” for trademark or
      use rights with any state or federal agency for exclusive use. The state of
      New
      Hampshire granted incorporation under the name “Summit Technologies,
      Inc.”.

     

    3.18. Possession
      of Franchises, Licenses, Etc.
      The
      Company: (a) possesses all material franchises, certificates, licenses,
      permits and other authorizations (collectively, the “Licenses”) from
      governmental authorities, political subdivisions or regulatory authorities
      that
      are necessary for the ownership, maintenance and operation of its business
      in
      the manner presently conducted; (b) is not in violation of any provisions
      thereof; and (c) has maintained and amended, as necessary, all Licenses and
      duly completed all filings and notifications in connection therewith.
Schedule 3.18
      sets
      forth a list of all of the Company’s Licenses.

     

    3.19 Litigation.
      Except
      as disclosed on Schedule
      3.19,
      there
      is no suit, action or proceeding pending, and no person has overtly-threatened
      in a writing delivered to the Company or the Company Shareholders to commence
      any suit, action or proceeding, against or affecting the Company, nor is there
      any judgment, decree, injunction, or order of any governmental entity or
      arbitrator outstanding against, or, to the knowledge of the Company, pending
      investigation by any governmental entity involving the Company or the Company
      Shareholders.

     

    3.20. Material
      Contracts.
      Schedule 3.20
      contains
      a complete list of all contracts of the Company, which involve consideration
      in
      excess of the equivalent of Ten Thousand Dollars ($10,000) or have a term of
      one
      (1) year or more (the “Material
      Contracts”).
      The
      Company has delivered to Central Wireless a true, correct and complete copy
      of
      each of the written contracts, and a summary of each oral contract, listed
      on
Schedule 3.20.
      Except
      as disclosed in Schedule 3.20:
      (a) the Company has performed all material obligations to be performed by
      it under all such contracts, and is not in material default thereof, and
      (b) no condition exists or has occurred which with the giving of notice or
      the lapse of time, or both, would constitute a material default or accelerate
      the maturity of, or otherwise modify, any such contract, and (c) all such
      contracts are in full force and effect. No material default by any other party
      to any of such contracts is known or claimed by the Company or any Company
      Shareholders to exist.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    3.21. Employment
      and Labor Matters.
      Schedule 3.21
      sets
      forth the name, position, employment date, and current compensation (base and
      bonus) of each employee of the Company. The Company is not a party to any
      collective bargaining agreement or agreement of any kind with any union or
      labor
      organization.

     

    3.22. Environmental
      Matters.
      Except
      as set forth on Schedule 3.22,
      the
      Company is not in violation, in any material respect, of any Environmental
      Law
      (as defined herein); the Company has received all permits and approvals with
      respect to emissions into the environment and the proper collection, storage,
      transport, distribution or disposal of Wastes (as defined herein) and other
      materials required for the operation of its business at present operating
      levels; and they are not liable or responsible for any clean up, fines,
      liability or expense arising under any Environmental Law, as a result of the
      disposal of Wastes or other materials in or on the property of the Company
      (whether owned or leased), or in or on any other property, including property
      no
      longer owned, leased or used by the Company. As used herein,
      (a) “Environmental
      Laws”
means,
      collectively, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended, the Superfund Amendments and Reauthorization
      Act of 1986, the Resource Conservation and Recovery Act, the Toxic Substances
      Control Act, as amended, the Clean Air Act, as amended, the Clean Water Act,
      as
      amended, any other “Superfund”
or
      “Superlien”
law
      or
      any other federal, or applicable state or local statute, law, ordinance, code,
      rule, regulation, order or decree (foreign or domestic) regulating,
      relating to, or imposing liability or standards of conduct concerning, Wastes,
      or the environment; and (b) “Wastes”
means
      and includes any hazardous, toxic or dangerous waste, liquid, substance or
      material (including petroleum products and derivatives), the generation,
      handling, storage, disposal, treatment or emission of which is subject to any
      Environmental Law.

     

    3.23. Full
      Disclosure.
      No
      representation or warranty of the Company Shareholders contained in this
      Agreement, and none of the statements or information concerning the Company
      or
      contained in this Agreement and the Schedules, contains or will contain as
      of
      the date hereof and as of the Closing Date any untrue statement of a material
      fact nor will such representations, warranties, covenants or statements taken
      as
      a whole omit a material fact required to be stated therein or necessary in
      order
      to make the statements therein, in light of the circumstances under which they
      were made, not misleading.

     

    
      	
              4.

            	
              REPRESENTATIONS
                AND WARRANTIES OF CENTRAL WIRELESS.
                

            


    

     

    To
      induce
      the Company Shareholders to enter into this Agreement and to consummate the
      transactions contemplated hereby, Central Wireless represents and warrants
      to
      and covenants with the Company and the Company Shareholders as
      follows:

     

    4.1. Organization.
      Central
      Wireless is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Utah. Central Wireless is entitled to own or
      lease its properties and to carry on its business as and in the places where
      such business is now conducted, and Central Wireless is duly licensed and
      qualified in all jurisdictions where the character of the property owned by
      it
      or the nature of the business transacted by it makes such license or
      qualification necessary, except where such failure would not result in a
      material adverse effect on Central Wireless.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    4.2. Capitalization
      and Related Matters.
      

     

    (a) Central
      Wireless has an authorized capital stock consisting of Two
      Billion (2,000,000,000) shares of CWIR Common Stock, of which One Billion
      Nine Hundred Fifty-Four Million One Hundred Ninety-Two Thousand Four Hundred
      Fifty-One (1,954,192,451) shares
      are issued and outstanding, Nine Million Nine Hundred Ninety-Nine Thousand
      Nine
      Hundred (9,999,900) shares of undesignated preferred stock, of which no shares
      are issued and outstanding, par value $0.01 per share, and One Hundred (100)
      shares of Series A Convertible Preferred Stock, par value $0.01 per share,
      of
      which no shares are issued and outstanding. Except as disclosed in documents
      filed by Central Wireless with the SEC, Central Wireless does not have
      outstanding any securities convertible into capital stock, nor any rights to
      subscribe for or to purchase, or any options for the purchase of, or any
      agreements providing for the issuance (contingent or otherwise) of, or
      any calls, commitments or claims of any character relating to, its capital
      stock
      or securities convertible into its capital stock.

     

    4.3. Execution;
      No Inconsistent Agreements; Etc. 

     

    (a) The
      execution and delivery of this Agreement and the performance of the transactions
      contemplated hereby have been duly and validly authorized and approved by
      Central Wireless and this Agreement is a valid and binding agreement of Central
      Wireless enforceable against Central Wireless in accordance with its terms,
      except as such enforcement may be limited by bankruptcy or similar laws
      affecting the enforcement of creditors’ rights generally, and the availability
      of equitable remedies.

     

    (b) The
      execution and delivery of this Agreement by Central Wireless does not, and
      the
      consummation of the transactions contemplated hereby will not, constitute a
      breach or violation of the charter or bylaws of Central Wireless or a default
      under any of the terms, conditions or provisions of (or an act or omission
      that
      would give rise to any right of termination, cancellation or acceleration
      under) any material note, bond, mortgage, lease, indenture, agreement or
      obligation to which Central Wireless is a party, pursuant to which any of them
      otherwise receive benefits, or by which any of their properties may be
      bound.

     

    4.4. Financial
      Statements.
      Central
      Wireless has delivered to the Company the consolidated audited balance sheets
      of
      Central Wireless as of December 31, 2005, the consolidated audited statement
      of
      income for the fiscal year ended December 31, 2005 and the consolidated
      unaudited balance sheet as of September 30, 2006 (collectively, the
“CWIR
      Financial Statements”).
      The
      CWIR Financial Statements have been prepared in accordance with GAAP, applied
      on
      a consistent basis (except that the unaudited statements do not contain all
      the
      disclosures required by GAAP), and fairly reflect in all material respects
      the
      consolidated financial condition of Central Wireless as at the dates thereof
      and
      the consolidated results of Central Wireless’s operations for the periods then
      ended. 

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    4.5 Articles
      of Incorporation and By-Laws.
      Central
      Wireless has heretofore made available and delivered to the Company a complete
      and correct copy of the Articles of Incorporation and its By-Laws. Such Articles
      of Incorporation and By-Laws are in full force and effect and have not been
      amended or modified. 

     

    4.6. Liabilities.
      Except
      as disclosed in the SEC public filings, Central Wireless does not have any
      material debt, liability or obligation of any kind, whether accrued, absolute,
      contingent or otherwise, except (a) those reflected on the CWIR Financial
      Statements, including the notes thereto, and (b) liabilities incurred in
      the ordinary course of business since September 30, 2006, none of which have
      had
      or will have a material adverse affect on the financial condition of Central
      Wireless taken as a whole. As of the Closing Date, Central Wireless is not
      in
      default on any material obligations to other third parties. 

     

    4.7. Contingencies.
      Except
      as disclosed in the SEC public filings, there are no actions, suits, claims
      or
      proceedings pending or, to the knowledge of the management of Central Wireless,
      threatened against, by or affecting it in any court or before any arbitrator
      or
      governmental agency which could have a material adverse effect on Central
      Wireless or which could materially and adversely affect the right or ability
      of
      Central Wireless to consummate the transactions contemplated hereby. To the
      knowledge of Central Wireless there is no valid basis upon which any such
      action, suit, claim or proceeding may be commenced or asserted against Central
      Wireless. There are no unsatisfied judgments against Central Wireless and no
      consent decrees or similar agreements to which Central Wireless is subject
      and
      which could have a material adverse effect on Central Wireless or which could
      materially and adversely affect the right or ability of Central Wireless to
      consummate the transactions contemplated hereby.

     

    4.8 Full
      Disclosure.
      No
      representation or warranty of Central Wireless contained in this Agreement,
      and
      none of the statements or information concerning Central Wireless contained
      in
      this Agreement and the Schedules, contains or will contain as of the date hereof
      and as of the Closing Date any untrue statement of a material fact nor will
      such
      representations, warranties, covenants or statements taken as a whole omit
      a
      material fact required to be stated therein or necessary in order to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading.

     

    4.9 No
      Delisting Proceedings.
      To the
      knowledge of Central Wireless, there are no delisting proceedings known,
      threatened or pending against Central Wireless by the exchange on which it
      currently trades.

     

    4.10. No
      Operations.
      As of
      the Closing Date, Central Wireless is non-operational. As of June 30, 2005,
      Central Wireless has not entered or executed any material contracts under which
      it may have financial or other outstanding obligations.

     

    4.11 SEC
      Filings.
      Central
      Wireless has filed with the SEC its Annual Report on Form 10-KSB for the
      fiscal year ended December 31, 2005, and all the quarterly reports for the
      each
      fiscal quarter in 2006.

     

    4.12. Absence
      of Changes.
      Except
      as disclosed on Schedule 4.12,
      from
      September 30, 2006, to the date of this Agreement:

     

    (a) there
      has
      not been any adverse change in the business, assets, liabilities, results of
      operations or financial condition of Central Wireless; and

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (b) there
      has
      not been any: (i) change in authorized or issued capital stock of Central
      Wireless; (ii) a declaration or payment of any dividend or other
      distribution or payment in respect of shares of capital stock; or
      (iii) amendment to the Articles of Incorporation or Bylaws of Central
      Wireless.

     

    4.13. Litigation.
      Except
      as disclosed in the SEC public filings, there is no suit, action or proceeding
      pending, and no person has overtly-threatened in a writing delivered to Central
      Wireless or the Central Wireless Shareholders to commence any suit, action
      or
      proceeding, against or affecting Central Wireless, nor is there any judgment,
      decree, injunction, or order of any governmental entity or arbitrator
      outstanding against, or, to the knowledge of Central Wireless, pending
      investigation by any governmental entity involving, Central Wireless, or the
      Central Wireless Shareholders.

     

    
      	
              5.

            	
              [INTENTIONALLY
                NOT USED]

            


    

     

    
      	
              6.

            	
              CONDITIONS
                TO OBLIGATIONS OF ALL PARTIES.
                

            


    

     

    The
      obligation of the Company, the Company Shareholders and Central Wireless to
      consummate the transactions contemplated by this Agreement are subject to the
      satisfaction, on or before the Closing, of each of the following conditions;
      any
      or all of which may be waived in whole or in part by the joint agreement of
      Central Wireless the Company and the Company Shareholders:

     

    6.1. Absence
      of Actions.
      No
      action or proceeding shall have been brought or threatened before any court
      or
      administrative agency to prevent the consummation or to seek damages in a
      material amount by reason of the transactions contemplated hereby, and no
      governmental authority shall have asserted that the within transactions (or
      any
      other pending transaction involving Central Wireless, the Company Shareholders
      or the Company when considered in light of the effect of the within
      transactions) shall constitute a violation of law or give rise to material
      liability on the part of the Company Shareholders, the Company or Central
      Wireless.

     

    6.2. Consents.
      The
      parties shall have received from any suppliers, lessors, lenders, lien holders
      or governmental authorities, bodies or agencies having jurisdiction over the
      transactions contemplated by this Agreement, or any part hereof, such consents,
      authorizations and approvals as are necessary for the consummation hereof,
      including, without limitation, the consents listed on Schedule 6.2.

     

    
      	
              7.

            	
              CONDITIONS
                TO OBLIGATIONS OF CENTRAL WIRELESS.
                

            


    

     

    All
      obligations of Central Wireless to consummate the transactions contemplated
      by
      this Agreement are subject to the fulfillment and satisfaction of each and
      every
      of the following conditions on or prior to the Closing, any or all of which
      may
      be waived in whole or in part by Central Wireless:

     

    7.1. Representations
      and Warranties.
      The
      representations and warranties contained in Section 3 of this Agreement and
      in any certificate, instrument, schedule, agreement or other writing delivered
      by or on behalf of the Company Shareholders in connection with the transactions
      contemplated by this Agreement shall be true, correct and complete in all
      material respects (except for representations and warranties which are by
      their terms qualified by materiality, which shall be true, correct and complete
      in all respects) as of the date when made and shall be deemed to be made
      again at and as of the Closing Date and shall be true, correct and complete
      at
      and as of such time in all material respects (except for representations and
      warranties which are by their terms qualified by materiality, which shall be
      true, correct and complete in all respects).

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    7.2. Compliance
      with Agreements and Conditions.
      The
      Company Shareholders and the Company shall have performed and complied with
      all
      material agreements and conditions required by this Agreement to be performed
      or
      complied with by them and/or by the Company prior to or on the Closing Date.
      

     

    7.3. Absence
      of Material Adverse Changes.
      No
      material adverse change in the business, assets, financial condition, or
      prospects of the Company shall have occurred, and no event shall have occurred
      which has had or will have a material adverse effect on the business, assets,
      financial condition or prospects of the Company.

     

    7.4. Certificate
      of the Company Shareholders.
      The
      Company Shareholders shall have executed and delivered, or caused to be executed
      and delivered, to Central Wireless one (1) or more certificates, dated the
      Closing Date, certifying in such detail as Central Wireless may reasonably
      request to the fulfillment and satisfaction of the conditions specified in
      Sections 7.1 through 7.3 above.

     

    7.5. Obligations
      To Be Paid At Signing.
      As
      partial consideration for the CWIR Exchange Shares, the Company, via additional
      funding from NIR or any of its affiliates (collectively, “NIR”),
      which
      funding shall be added to the Note (as defined below), shall have paid and
      shall
      have discharged upon the execution of this Agreement the outstanding balances
      owed to the entities and persons as set forth on Schedule B.

     

    7.6. Financing.
      Central
      Wireless shall have completed a financing transaction with NIR relating to
      the
      issuance of an 8% Callable Secured Convertible Note (the “Note”),
      made
      by Central Wireless to NIR, subject to the terms and conditions set forth in
      the
      Term Sheet attached hereto as Exhibit H.

     

    
      	
              8.

            	
              CONDITIONS
                TO OBLIGATIONS OF THE COMPANY SHAREHOLDERS.

            


    

     

    All
      of
      the obligations of the Company Shareholders to consummate the transactions
      contemplated by this Agreement are subject to the fulfillment and satisfaction
      of each and every one of the following conditions on or prior to the Closing,
      any or all of which may be waived in whole or in part by the Company
      Shareholders:

     

    8.1. Representations
      and Warranties.
      The
      representations and warranties contained in Section 4 of this Agreement and
      in any certificate, instrument, schedule, agreement or other writing delivered
      by or on behalf of Central Wireless in connection with the transactions
      contemplated by this Agreement shall be true and correct in all material
      respects (except for representations and warranties which are by their terms
      qualified by materiality, which shall be true, correct and complete in all
      respects) when made and shall be deemed to be made again at and as of the
      Closing Date and shall be true at and as of such time in all material respects
      (except for representations and warranties which are by their terms qualified
      by
      materiality, which shall be true, correct and complete in all
      respects).

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    8.2. Compliance
      with Agreements and Conditions.
      Central
      Wireless shall have performed and complied with all material agreements and
      conditions required by this Agreement to be performed or complied with by
      Central Wireless prior to or on the Closing Date.

     

    8.3. Absence
      of Material Adverse Changes.
      No
      material adverse change in the assets or financial condition of Central Wireless
      shall have occurred and no event shall have occurred which has had, or will
      have
      a material adverse effect on the assets or financial condition of Central
      Wireless, taken as a whole.

     

    8.4 SEC
      Filings.
      Central
      Wireless shall have filed with the SEC its Annual Report on Form 10-KSB for
      the
      fiscal years ended December 31, 2005 and December 31, 2006.

     

    8.5. Board
      Approval.
      This
      Agreement and the transactions contemplated hereby shall have been approved
      by
      the Board of Directors of Central Wireless.

     

    8.6. Shareholder
      Approval.
      This
      Agreement and the transactions contemplated hereby shall have been approved
      by
      at least fifty-one percent (51%) of the shareholders of Central
      Wireless.

     

    8.7 Certificate
      of Central Wireless.
      Central
      Wireless shall have delivered to the Company Shareholders a certificate,
      executed by an executive officer and dated the Closing Date, certifying to
      the
      fulfillment and satisfaction of the conditions specified in Sections 8.1 through
      8.6 above.

     

    8.8 Special
      Board Meeting.
      Central
      Wireless shall cause a special meeting of the Board of Directors, currently
      consisting of Mr. Brand as sole Director, to be held on or shortly after
      the Closing Date. At such meeting, nominees designated by the Company shall
      be
      appointed as new directors of Central Wireless, and all resignations of officers
      tendered on the meeting shall be accepted. Mr. Brand shall also submit his
      resignation as sole Director of Central Wireless which shall become effective
      upon the effectiveness of Schedule 14F-1.

     

    8.9 Schedule
      14C.
      Central
      Wireless shall have filed a Schedule 14C with the SEC and shall have mailed
      the
      same to each of the shareholders of Central Wireless not less than twenty (20)
      days prior to the Closing, which such Schedule 14C shall set forth the intent
      of
      the requisite number of shareholders, in accordance with applicable law, to
      approve (a) this Agreement and the transactions contemplated hereby in
      accordance with Section 1.5 herein, (b) the Share Increase in accordance with
      Section 1.6 herein and (c) the Reverse Split in accordance with Section 1.6
      herein. 

     

    
      	
              9.

            	
              INDEMNITY.

            


    

     

    9.1. Brand
      Escrow Fund.
       At
      Closing, the Brand Escrow Shares will be registered in the name of, and
      deposited with, the Escrow Agent, and such deposit shall constitute the escrow
      fund (the “Brand
      Escrow Fund”)
      and
      shall be governed by the terms set forth in that certain Brand Escrow Agreement.
      The Brand Escrow Fund will be available to compensate the Company and the
      Company Shareholders pursuant to the indemnification obligations of Central
      Wireless.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    9.2 Indemnification
      by Company Shareholders.
      Subject
      to Section 9.5, the Company Shareholders (hereinafter, collectively, called
      the
“Shareholder
      Indemnitors”) shall
      jointly and severally defend, indemnify and hold harmless Central Wireless
      and
      its direct and indirect Subsidiaries (including the Company after
      Closing) and affiliates, their officers, directors, employees and agents
      (hereinafter, collectively, called “CWIR
      Indemnitees”) against
      and in respect of any and all loss, damage, liability, fine, penalty, cost
      and
      expense, including reasonable attorneys’ fees and amounts paid in settlement
      (collectively, “CWIR
      Losses”),
      suffered or incurred by any CWIR Indemnitee by reason of, or arising out of:
      

     

    (a) any
      misrepresentation, breach of warranty or breach or non-fulfillment of any
      agreement of the Company Shareholders contained in this Agreement or in any
      certificate, schedule, instrument or document delivered to Central Wireless
      by
      or on behalf of the Company Shareholders or the Company pursuant to the
      provisions of this Agreement (without regard to materiality thresholds contained
      therein); and

     

    (b) any
      liabilities of the Company or of any nature whatsoever (including tax
      liability, penalties and interest), whether accrued, absolute, contingent or
      otherwise, (i) existing as of the date of the Balance Sheet, and required
      to be shown therein in accordance with applicable GAAP, to the extent not
      reflected or reserved against in full in the Balance Sheet; or (ii) arising
      or occurring between September 30, 2006 and the Closing Date, except for
      liabilities arising in the ordinary course of business, none of which shall
      have
      a material adverse effect on the Company.

     

    9.3. Indemnification
      by Central Wireless.
      Subject
      to Section 9.5, Central Wireless (hereinafter called the “CWIR
      Indemnitor”) shall
      jointly and severally defend, indemnify and hold harmless the Company
      Shareholders (hereinafter called “Shareholder
      Indemnitees”) against
      and in respect of any and all loss, damage, liability, fine, penalty, cost
      and
      expense, including reasonable attorneys’ fees and amounts paid in settlement
      (collectively, “Shareholder
      Losses”),
      suffered or incurred by any Shareholder Indemnitees by reason of, or arising
      out
      of:

     

    (a) any
      misrepresentation, breach of warranty or breach or non-fulfillment of any
      material agreement of Central Wireless contained in this Agreement or in any
      other certificate, schedule, instrument or document delivered to the Company
      Shareholders by or on behalf of Central Wireless pursuant to the provisions
      of
      this Agreement (without regard to materiality thresholds contained therein);
      and

     

    (b) for
      a
      period of one (1) year after Closing, any liabilities of Central Wireless of
      any
      nature whatsoever (including tax liability, penalties and interest),
      whether accrued, absolute, contingent or otherwise, arising from the ownership
      of Central Wireless or the operation of Central Wireless after Closing, but
      only
      so long as such liability is not the result of an act or omission of Central
      Wireless occurring prior to the Closing. CWIR Losses and Shareholder Losses
      are
      sometimes collectively referred to as “Indemnifiable
      Losses”.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    9.4. Defense
      of Claims.
      

     

    (a) Each
      party seeking indemnification hereunder (an “Indemnitee”):
      (i) shall provide the other party or parties (the “Indemnitor”) written
      notice of any claim or action by a third party arising after the Closing Date
      for which an Indemnitor may be liable under the terms of this Agreement, within
      ten (10) days after such claim or action arises and is known to Indemnitee,
      and (ii) shall give the Indemnitor a reasonable opportunity to participate
      in any proceedings and to settle or defend any such claim or action. The
      expenses of all proceedings, contests or lawsuits with respect to such claims
      or
      actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume
      the
      defense of such claim or action, the Indemnitor shall give written notice to
      the
      Indemnitee within ten (10) days after notice from the Indemnitee of such
      claim or action, and the Indemnitor shall thereafter assume the defense of
      any
      such claim or liability, through counsel reasonably satisfactory to the
      Indemnitee, provided that Indemnitee may participate in such defense at their
      own expense, and the Indemnitor shall, in any event, have the right to control
      the defense of the claim or action.

     

    (b) If
      the
      Indemnitor shall not assume the defense of, or if after so assuming it shall
      fail to defend, any such claim or action, the Indemnitee may defend against
      any
      such claim or action in such manner as they may deem appropriate and the
      Indemnitees may settle such claim or litigation on such terms as they may deem
      appropriate but subject to the Indemnitor’s approval, such approval not to be
      unreasonably withheld; provided, however, that any such settlement shall be
      deemed approved by the Indemnitor if the Indemnitor fails to object thereto,
      by
      written notice to the Indemnitee, within fifteen (15) days after the
      Indemnitor’s receipt of a written summary of such settlement. The Indemnitor
      shall promptly reimburse the Indemnitee for the amount of all expenses, legal
      and otherwise, incurred by the Indemnitee in connection with the defense and
      settlement of such claim or action.

     

    (c) If
      a
      non-appealable judgment is rendered against any Indemnitee in any action covered
      by the indemnification hereunder, or any lien attaches to any of the assets
      of
      any of the Indemnitee, the Indemnitor shall immediately upon such entry or
      attachment pay such judgment in full or discharge such lien unless, at the
      expense and direction of the Indemnitor, an appeal is taken under which the
      execution of the judgment or satisfaction of the lien is stayed. If and when
      a
      final judgment is rendered in any such action, the Indemnitor shall forthwith
      pay such judgment or discharge such lien before any Indemnitee is compelled
      to
      do so.

     

    9.5. Waiver.
      The
      failure of any Indemnitee to give any notice or to take any action hereunder
      shall not be deemed a waiver of any of the rights of such Indemnitee hereunder,
      except to the extent that Indemnitor is actually prejudiced by such
      failure.

     

    9.6. Limitations
      on Indemnification.
      Notwithstanding anything to the contrary contained in this
      Agreement:

     

    9.6.1. Time
      Limitation.
      No
      party shall be responsible hereunder for any Indemnifiable Loss unless the
      Indemnitee shall have provided such party with written notice containing a
      reasonable description of the claim, action or circumstances giving rise to
      such
      Indemnifiable Loss within three (3) years after the Closing Date (the
“Indemnity
      Notice Period”);
      provided, however, that:

     

    (a) with
      respect to any Indemnifiable Loss resulting or arising from any breach of a
      representation or warranty of the Company Shareholders relating to taxes, or
      any
      tax liability of the Company arising or relating to periods prior to the Closing
      Date, the Indemnity Notice Period shall extend for the full duration of the
      statute of limitations; and

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    (b) there
      shall be no limit on the Indemnity Notice Period for indemnity claims:
      (i) against the Company Shareholders for Indemnifiable Losses arising or
      resulting from a breach of a representation or warranty relating to
      Environmental Laws, or any liability which relates to the handling or disposal
      of Wastes or the failure to comply with any Environmental Law; and
      (ii) against any party based on fraud or intentional breach or
      misrepresentation.

     

    9.6.2. Basket.
      No
      party shall have any liability hereunder for Indemnifiable Losses after the
      Closing, with respect to a breach of the representations and warranties
      contained herein, until the aggregate of all Indemnifiable Losses for which
      the
      Company Shareholder or Central Wireless as applicable, are responsible under
      this Agreement exceeds Ten Thousand Dollars ($10,000) (the
“Basket”);
      provided that once such Basket is exceeded for the Company Shareholders or
      Central Wireless as applicable, the responsible party or parties shall be
      responsible for all Indemnifiable Losses, from the first dollar as if such
      Basket never existed; and further provided that this Section 9.6.2 shall
      not limit in any respect indemnity claims: (a) based upon fraud or
      intentional breach or intentional misrepresentation; (b) arising from a
      breach by the CWIR Indemnitor of any covenant contained in this Agreement;
      (c) arising from a breach by the Company Shareholders of any representation
      or warranty contained in Section 3.2 hereof; or (d) related to any tax
      or tax liability of the Company for periods prior to the Closing
      Date.

     

    9.7. Calculation
      of Value of Escrow Shares.
      For the
      purposes of determining the number of shares of the Escrow Shares to be
      delivered in satisfaction of an indemnification obligation under this Section
      9
      (to the extent payment is made by the Escrow Shares), the price per share shall
      be equal to the Fair Market Value (defined below) at the time the loss was
      discovered (or reasonably should have been known) or on the date an
      indemnification notice is given, whichever is greater. Strictly for purposes
      of
      this Section 9, “Fair
      Market Value”
of
      an
      Escrow Share as of a particular date means: (i) the average of the closing
      prices over the ten (10) day period ending immediately before the applicable
      date of valuation, if the Escrow Shares are then traded in the over-the-counter
      market (including trading on the Nasdaq OTC Bulletin Board); (ii) the
      average of the closing prices of the Escrow Shares over the five (5) business
      days ending immediately before the applicable date of valuation, if the Escrow
      Shares are then traded on a securities exchange or the Nasdaq National Market
      or
      Nasdaq Small Cap Market; and (iii) as determined in good faith by an
      independent third-party appraiser upon a review of relevant factors, if no
      active public market exists for the Escrow Shares.

     

    
      	
              10.

            	
              TERMINATION.

            


    

     

    10.1. Termination.
      This
      Agreement may be terminated at any time on or prior to the Closing:

     

    (a) By
      mutual
      consent of Central Wireless and the Company Shareholders; or

     

    (b) At
      the
      election of Central Wireless if: (i) the Company Shareholders have breached
      or failed to perform or comply with any of their representations, warranties,
      covenants or obligations under this Agreement; or (ii) any of the
      conditions precedent set forth in Sections 6 or 7 is not satisfied as
      and when required by this Agreement; or (iii) the Closing has not been
      consummated by the Outside Date.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    (c) At
      the
      election of the Company Shareholders if: (i) Central Wireless has breached
      or failed to perform or comply with any of its representations, warranties,
      covenants or obligations under this Agreement; or (ii) any of the
      conditions precedent set forth in Sections 6 or 8 is not satisfied as and
      when required by this Agreement; or (iii) the Closing has not been
      consummated by the Outside Date.

     

    10.2. Manner
      and Effect of Termination.
      Written
      notice of any termination (“Termination
      Notice”) pursuant
      to this Section 10 shall be given by the party electing termination of this
      Agreement (“Terminating
      Party”) to
      the other party or parties (collectively, the “Terminated
      Party”),
      and
      such notice shall state the reason for termination. The party or parties
      receiving Termination Notice shall have a period of ten (10) days
      after receipt of Termination Notice to cure the matters giving rise to such
      termination to the reasonable satisfaction of the Terminating Party. If the
      matters giving rise to termination are not cured as required hereby, this
      Agreement shall be terminated effective as of the close of business on the
      tenth
      (10th) day following the Terminated Party’s receipt of Termination Notice.
      Upon termination of this Agreement prior to the consummation of the Closing
      and
      in accordance with the terms hereof, this Agreement shall become void and of
      no
      effect, and none of the parties shall have any liability to the others, except
      that nothing contained herein shall relieve any party from: (a) its
      obligations under Sections 2.2 and 2.3; or (b) liability for its
      intentional breach of any representation, warranty or covenant contained herein,
      or its intentional failure to comply with the terms and conditions of this
      Agreement or to perform its obligations hereunder.

     

    
      	
              11.

            	
              MISCELLANEOUS.

            


    

     

    11.1. Notices.
      

     

    (a) All
      notices, requests, demands, or other communications required or permitted
      hereunder shall be in writing and shall be deemed to have been duly given upon
      receipt if delivered in person, or upon the expiration of four (4) days
      after the date sent, if sent by federal express (or similar overnight courier
      service) to the parties at the following addresses:

     

    
      	
              (i) 


            	
              If
                to Central Wireless:

            	
              Central
                Wireless, Inc.

            
	 	 	
              2040
                Bispham Road

            
	 	 	
              Sarasota,
                Florida 34231

            
	 	 	
              Attention:
                Kenneth W. Brand

            
	 	 	
              Fax:
                941-929-1476

            
	 	 	 
	 	
              with
                a copy to:

            	
              Kirkpatrick
                & Lockhart Preston Gates Ellis LLP

            
	 	 	
              201
                South Biscayne Blvd.

            
	 	 	
              Suite
                2000, Miami Center

            
	 	 	
              Miami,
                Florida 33131-2399

            
	 	 	
              Attention:
                Clayton E. Parker, Esq.

            
	 	 	
              Fax:
                305-358-7095

            


    

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    
      	
              (ii) 
                

            	
              If
                to the Company:

            	
              Summit
                Medical Technologies, Inc.

            
	 	 	
              P.O.
                Box 4375

            
	 	 	
              Windham,
                New Hampshire 03087

            
	 	 	
              Attention:
                Michael Merchant

            
	 	 	
              Fax:
                603-893-6654

            
	 	 	 
	
              (iii) 

            	
              with
                a copy to:

            	
              Gersten
                Savage LLP

            
	 	 	
              600
                Lexington Avenue

            
	 	 	
              New
                York, New York 10022

            
	 	 	
              Attention:
                Jay Kaplowitz, Esq.

            
	 	 	
              Telephone:
                212-752-9700

            
	 	 	
              Fax:
                212-980-5192

            
	 	 	 
	
              (iv) 

            	
              If
                to Company 

            	 
	 	
              Shareholders:

            	
              See
                the names and addresses listed on

            
	 	 	
              Exhibit A
                attached hereto.

            
	 	 	 


    

    (b) Notices
      may also be given in any other manner permitted by law, effective upon actual
      receipt. Any party may change the address to which notices, requests, demands
      or
      other communications to such party shall be delivered or mailed by giving notice
      thereof to the other parties hereto in the manner provided herein.

     

    11.2. Survival.
      Except
      as provided in the next sentence, the representations, warranties, agreements
      and indemnifications of the parties contained in this Agreement or in any
      writing delivered pursuant to the provisions of this Agreement shall survive
      any
      investigation heretofore or hereafter made by the parties and the consummation
      of the transactions contemplated herein and shall continue in full force and
      effect after the Closing, subject to the limitations of Section 9.5. The
      representations, warranties and agreements of the Company contained in this
      Agreement shall not survive the Closing.

     

    11.3. 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. This Agreement supersedes all prior discussions and agreements
      between the parties with respect to the subject matter hereof, and this
      Agreement contains the sole and entire agreement among the parties with respect
      to the matters covered hereby. All Schedules hereto shall be deemed a part
      of
      this Agreement. This Agreement shall not be altered or amended except by an
      instrument in writing signed by or on behalf of all of the parties hereto.
      No
      ambiguity in any provision hereof shall be construed against a party by reason
      of the fact it was drafted by such party or its counsel. For purposes of this
      Agreement: “herein”, “hereby”, “hereunder”, “herewith”, “hereafter” and
“hereinafter” refer to this Agreement in its entirety, and not to any particular
      section or paragraph. 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 hereto
      any
      rights or remedies under or by reason of this Agreement.

     

    11.4. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Utah, without reference to its conflict of law rules. The parties
      hereto agree that any claim, suit, action or proceeding arising out of or
      relating to this Agreement or the transactions contemplated hereby shall be
      submitted for adjudication exclusively in any state or federal court sitting
      in
      New Hampshire, and each party hereto expressly agrees to be bound by such
      selection of jurisdiction and venue for purposes of such adjudication. Each
      party (a) waives any objection which it may have that such court is not a
      convenient forum for any such adjudication, (b) agrees and consents to the
      personal jurisdiction of such court with respect to any claim or dispute arising
      out of or relating to this Agreement or the transactions contemplated hereby
      and
      (c) agrees that process issued out of such court or in accordance with the
      rules
      of practice of such court shall be properly served if served personally or
      served by certified mail or other form of substituted service, as provided
      under
      the rules of practice of such court.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    11.5. Successors
      and Assigns; Assignment.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective heirs, executors, legal representatives, and
      successors; provided, however, that no Company Shareholder may assign this
      Agreement or any rights hereunder, in whole or in part.

     

    11.6. Partial
      Invalidity and Severability.
      All
      rights and restrictions contained herein may be exercised and shall be
      applicable and binding only to the extent that they do not violate any
      applicable laws and are intended to be limited to the extent necessary to render
      this Agreement legal, valid and enforceable. If any terms of this Agreement
      not
      essential to the commercial purpose of this Agreement shall be held to be
      illegal, invalid or unenforceable by a court of competent jurisdiction, it
      is
      the intention of the parties that the remaining terms hereof shall constitute
      their agreement with respect to the subject matter hereof and all such remaining
      terms shall remain in full force and effect. To the extent legally permissible,
      any illegal, invalid or unenforceable provision of this Agreement shall be
      replaced by a valid provision which will implement the commercial purpose of
      the
      illegal, invalid or unenforceable provision.

     

    11.7. Waiver.
      Any
      term or condition of this Agreement may be waived at any time by the party
      which
      is entitled to the benefit thereof, but only if such waiver is evidenced by
      a
      writing signed by such party. No failure on the part of a party hereto to
      exercise, and no delay in exercising, any right, power or remedy created
      hereunder, shall operate as a waiver thereof, nor shall any single or partial
      exercise of any right, power or remedy by any such party preclude any other
      future exercise thereof or the exercise of any other right, power or remedy.
      No
      waiver by any party hereto to any breach of or default in any term or condition
      of this Agreement shall constitute a waiver of or assent to any succeeding
      breach of or default in the same or any other term or condition
      hereof.

     

    11.8. Headings.
      The
      headings as to contents of particular paragraphs of this Agreement are inserted
      for convenience only and shall not be construed as a part of this Agreement
      or
      as a limitation on the scope of any terms or provisions of this
      Agreement.

     

    11.9. Expenses.
      Except
      as otherwise expressly provided herein, all legal and other costs and expenses
      incurred in connection with this Agreement and the transactions contemplated
      hereby shall be paid by Central Wireless or the Company Shareholders as each
      party incurs such expenses, and none of such expenses shall be charged to or
      paid by the Company.

     

    11.10. Finder’s
      Fees.
      Central
      Wireless represents to the Company Shareholders that no broker, agent, finder
      or
      other party has been retained by it in connection with the transactions
      contemplated hereby and that no other fee or commission has been agreed by
      Central Wireless to be paid for or on account of the transactions contemplated
      hereby. The Company Shareholders represent to Central Wireless that no broker,
      agent, finder or other party has been retained by Company Shareholders or the
      Company in connection with the transactions contemplated hereby and that no
      other fee or commission has been agreed by the Company Shareholders or the
      Company to be paid for or on account of the transactions contemplated
      hereby.

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    11.11. Gender.
      Where
      the context requires, the use of the singular form herein shall include the
      plural, the use of the plural shall include the singular, and the use of any
      gender shall include any and all genders.

     

    11.12. 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.

     

    11.13. Attorneys’
      Fees.
      In the
      event of any litigation arising under the terms of this Agreement, the
      prevailing party or parties shall be entitled to recover its or their reasonable
      attorneys’ fees and court costs from the other party or parties.

     

    11.14. Opportunity
      to Hire Counsel; Role of Kirkpatrick
      & Lockhart Preston Gates Ellis LLP.
      The
      Company and the Company Shareholders acknowledge that they have been advised
      and
      have been given an opportunity to hire counsel with respect to this Agreement
      and the transactions contemplated hereby. The Company Shareholders further
      acknowledge that the law firm of Kirkpatrick & Lockhart Preston Gates Ellis
      LLP did not provide them any legal advice, including any tax advice with respect
      to the transactions contemplated by this Agreement. The Company Shareholders
      further acknowledge that the law firm of Kirkpatrick & Lockhart Preston
      Gates Ellis LLP has solely represented Central Wireless in connection with
      this
      Agreement and the transactions contemplated hereby and no other
      person.

     

    11.15. Time
      is of the Essence.
      It is
      understood and agreed among the parties hereto that time is of the essence
      in
      this Agreement and this applies to all terms and conditions contained
      herein.

     

    11.16. NO
      JURY TRIAL.
      THE
      PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY
      OF
      THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON
      OR
      ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT
      CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
      COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
      PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF
      THIS AGREEMENT.

     

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      OF THE PAGE INTENTIONALLY LEFT BLANK]

    


    
      
         

      

      
        23

        
          

        

      

      
         

      

    


    


    [THIS
      PAGE WAS INTENTIONALLY LEFT BLANK]

     

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Share Exchange Agreement to be duly executed by
      their
      duly authorized officers as of the day and year first above
      written.

     

    
      	 	
              CENTRAL
                WIRELESS, INC.,

            
	 	
              a
                Utah corporation 

            
	 	 
	 	
              By: 
                /s/
                Kenneth M. Brand 

              
                

              

              Name: Kenneth
                M. Brand

            
	 	
              Title: CEO

            
	 	 
	 	 
	 	
              KENNETH
                W. BRAND, an individual:

            
	 	 
	 	
              By: 
                /s/ Kenneth M. Brand 

              
                

              

              Name: Kenneth
                M. Brand

            


    

    


    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    
      	 	 
	 	
              THE
                COMPANY:

            
	 	 
	 	
              SUMMIT
                MEDICAL TECHNOLOGIES, INC., 

            
	 	
              a
                New Hampshire corporation

            
	 	 
	 	
              By: 
                /s/ Michael
                Merchant

              
                

              

              Name: Michael
                Merchant

            
	 	
              Title: President   

            
	 	 
	 	 
	 	
              COMPANY
                SHAREHOLDERS:

            
	 	 
	 	
              By: 
                /s/ Michael Merchant 

              
                

              

              
                Name: Michael
                  Merchant

              

            
	 	
              Title: Sole
                Shareholder  

            


    

    


    
      
         

      

      
        26