Filed by Automated Filing Services Inc. (604) 609-0244 - Swav Enterprises Ltd. - Exhibit 10.1






SHARE EXCHANGE AGREEMENT 

THIS AGREEMENT dated as of April 1, 2007. 

BETWEEN: 

PUI SHAN LAM, with an office at
168 - 919 Centre Street NW, Calgary, Alberta 

(“LAM”) 

AND: 

SWAV ENTERPRISES LTD., a Company
incorporated under the 
laws of the State of Nevada, with an office at 168 -
919 Centre Street 
NW, Calgary, Alberta 

(“SWAV”) 

WHEREAS: 

	A. 	
      LAM is the owner of 1,000 Class “A” Common shares in the
      capital of Swav Holdings Inc., a corporation existing under the laws of
      the Province of Alberta; and,

	 	 
	B. 	
      LAM and SWAV have agreed to exchange the Shares on the
      terms and conditions set forth in this share exchange agreement
      (“Agreement”) to effect the share exchange contemplated
  herein.



NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of
the premises and the respective covenants and agreements herein contained, the
parties hereto covenant and agree as follows: 

	1. 	
      In consideration for the transfer of each Class “A”
      Common share in the capital of Swav Holdings Inc. by LAM to SWAV, SWAV
      agrees to issue to LAM 6,000 common shares in the capital of SWAV, for a
      total number of 6,000,000 common shares of SWAV (collectively, the
      “Shares”).

	 	 	 
	2. 	
      LAM represents and warrants that she is the registered
      and beneficial owner of the 1,000 Class “A” Common shares and that such
      shares are free and clear of all encumbrances of every nature and kind
      whatsoever and are freely transferable to SWAV.

	 	 	 
	3. 	
      LAM represents and warrants that:

	 	 	 
		(a) 	
      Swav Holdings Inc. is a corporation duly organized,
      validly existing and in good standing under the laws of Province of
      Alberta and has the requisite corporate power and authority to own, lease
      and to carry on its business as now being conducted.

	 	 	 
		(b) 	
      the 1,000 Class “A” Common shares registered under the
      name of and beneficially owned by LAM constitute all of the issued and
      outstanding shares capital of Swav Holdings Inc. All of the issued and
      outstanding shares of Swav Holdings Inc. have been duly authorized, are
      validly issued, were not issued in violation of any
pre-







- 2 - 

	 		
      emptive rights and are fully paid and non-assessable, are
      not subject to pre-emptive rights and were issued in full compliance with
      the general corporate laws of the Province of Alberta and its articles and
      bylaws. There are no agreements purporting to restrict the transfer of the
      1,000 Class “A” Common shares of Swav Holdings Inc., no voting agreements,
      shareholders’ agreements, voting trusts, or other arrangements restricting
      or affecting the voting of the 1,000 Class “A” Common shares of Swav
      Holdings Inc.

	 	 	 	 
	 	(c) 	
      LAM is not a U.S. Person and LAM is not acquiring the
      Shares for the account or benefit of, directly or indirectly, any U.S.
      Person;

	 	 	 	 
	 	(d) 	
      LAM is outside the United States when receiving and
      executing this Agreement and is acquiring the Shares as principal for his
      own account;

	 	 	 	 
	 	(e) 	
      LAM acknowledges that she has not acquired the Shares as
      a result of, and will not itself engage in, any "directed selling efforts"
      (as defined in Regulation S under the Securities Act of 1933 (the
      “Securities Act”)) in the United States in respect of the Shares which
      would include any activities undertaken for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States for the resale of the Shares; provided, however, that
      LAM may sell or otherwise dispose of the Shares pursuant to registration
      of the Shares pursuant to the Securities Act and any applicable state and
      provincial securities laws or under an exemption from such registration
      requirements and as otherwise provided herein;

	 	 	 	 
	 	(f) 	
      LAM has been advised to consult her own legal, tax and
      other advisors with respect to the merits and risks of an investment in
      the Shares and with respect to applicable resale restrictions;

	 	 	 	 
	 	(g) 	
      LAM is solely responsible (and SWAV is not in any way
      responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of any jurisdiction in which LAM is
      resident; and,

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions,

	 	 	 	 
	 			
      in connection with the
Shares.




	4. 	
      LAM hereby represents and warrants to and covenants with
      SWAV (which representations, warranties and covenants shall survive the
      Closing Date) that:

	 	 	 
		(a) 	
      LAM understands that the Shares are “restricted
      securities” and have not been registered under the Securities Act or any
      applicable state securities law and is acquiring the Shares as principal
      for his own account and not with a view to or for distributing or
      reselling such Shares or any part thereof in violation of the Securities
      Act or any applicable state securities law or Canadian securities laws,
      has no present intention of distributing any of such Shares in violation
      of the Securities Act or any applicable state securities law or Canadian
      securities laws and has no direct or indirect arrangement or
      understandings with any other persons to distribute
or







- 3 - 

	 		
      regarding the distribution of such Shares in violation of
      the Securities Act or any applicable state securities law or Canadian
      securities laws.

	 	 	 
	 	(b) 	
      All certificates representing the Shares issued on
      closing will be endorsed with the following legend pursuant to the
      Securities Act in order to reflect the fact that the Shares are restricted
      securities and will be issued to LAM pursuant to a safe harbor from the
      registration requirements of the Securities Act:

	 	 	 
	 		
      “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
      IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
      TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS
      DEFINED BY REGULATION S UNDER THE 1933 ACT.”

	 	 	 
	 	(c) 	
      By executing and delivering this Agreement, LAM will have
      directed SWAV not to include a Canadian legend on any certificates
      representing the Shares to be issued to LAM. As a consequence, LAM will
      not be able to rely on the resale provisions of Multilateral Instrument
      45-102, and any subsequent trade in the Shares during or after the
      Canadian hold period described therein will be a distribution subject to
      the prospectus and registration requirements of Canadian securities
      legislation, to the extent that the trade is at that time subject to any
      such Canadian securities legislation.




	5. 	
      LAM acknowledges that the representations and warranties
      contained herein are made by it with the intention that such
      representations and warranties may be relied upon by SWAV and its legal
      counsel in determining LAM's eligibility to obtain the Shares under
      applicable securities legislation. LAM further agrees that by accepting
      delivery of the certificates representing the Shares, it will be
      representing and warranting that the representations and warranties
      contained herein are true and correct as at the Closing Date of this
      Agreement with the same force and effect as if they had been made by LAM
      on the Closing Date and that they will survive the transfer of the Shares
      and will continue in full force and effect notwithstanding any subsequent
      disposition by LAM of the Shares.

	 	 
	6. 	
      This Agreement shall be governed by, and construed in
      accordance with, the laws of the State of Nevada and the federal laws of
      the United States applicable therein and shall be treated in all respects
      as a Nevada contract.







- 4 - 

	7. 	
      This Agreement and all the provisions hereof shall be
      binding upon and enure to the benefit of the parties hereto and their
      respective heirs, successors and permitted assigns. Neither this Agreement
      nor any of the rights hereunder shall be assigned by any of the parties
      hereto without the prior written consent of the other party
  hereto.

	 	 
	8. 	
      Each party shall make, do and execute, or cause to be
      made, done and executed all such further acts, deeds, agreements,
      transfers, assurances, instruments or documents as may be reasonably
      required in order to implement this Agreement.

	 	 
	9. 	
      Time is of the Essence to this Agreement.

	 	 
	10. 	
      This Agreement may be executed in counterparts, each of
      which shall be deemed an original, and each signed copy sent by electronic
      facsimile transmission shall be deemed to be an original, but all of which
      together shall constitute one and the same
instrument.



IN WITNESS WHEREOF the parties have entered into this
Agreement as of the date and year first above written. 

SWAV ENTERPRISES LTD. 

	Per: 	/s/ Pui Shan Lam 	 
	  	Authorized Signatory 	 



	SIGNED, SEALED and DELIVERED by 	) 	  
	PUI SHAN LAM in the presence of: 	) 	  
	  	) 	  
	/s/ Signed 	) 	  
	Signature 	) 	  
	Alan Chan 	) 	/s/
      Pui Shan Lam 
	Print Name 	) 	PUI SHAN LAM 
	  	) 	  
	Address 	) 	  
	  	) 	  
	  	) 	  
	Professional
      Engineer 	) 	  
	Occupation 	)