Filed by Automated Filing Services Inc. (604) 609-0244 - Swav Enterprises Ltd.  - Exhibit 10.2






SHARE EXCHANGE AGREEMENT 

THIS AGREEMENT is made effective as of the 1st day of
April, 2007

AMONG: 

SWAV ENTERPRISES LTD., a Nevada
corporation, with an office at 168 – 
919 Centre Street NW, Calgary, Alberta


(“Pubco”) 

AND: 

SWAV HOLDINGS INC., an Alberta
corporation with a registered office at 
168 – 919 Centre Street NW, Calgary,
Alberta 

(“Priveco”) 

AND: 

THE UNDERSIGNED SHAREHOLDERS OF
PRIVECO AS LISTED ON 
SCHEDULE 1 ATTACHED HERETO 

(the “Selling Shareholders”)


WHEREAS: 

A.      The parties hereto wish to
enter this Share Exchange Agreement whereby Pubco will issue 2,900,000 shares of
common stock in the capital of Pubco for all of the issued and outstanding
shares of Priveco to the shareholders of Priveco on the basis of 6,000.04 shares
of Pubco for every one share of Priveco; and 

B.      Upon the terms and subject to
the conditions set forth in this Agreement, the Selling Shareholders have agreed
to sell all of the issued and outstanding common shares of Priveco held by the
Selling Shareholders to Pubco in exchange for common shares of Pubco. 

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of covenants and agreements set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree each with the other as follows: 

1.     
DEFINITIONS 

1.1      Definitions.
The following terms have the following meanings, unless the context indicates
otherwise: 

	 	(a) 	
      “Agreement” shall mean this Agreement, and all the
      exhibits, schedules and other documents attached to or referred to in this
      Agreement, and all amendments and supplements, if any, to this
      Agreement;







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	 	(b) 	
      “Closing” shall mean the completion of the
      Transaction, in accordance with Section 5 hereof, at which time the
      Closing Documents shall be exchanged by the parties, except for those
      documents or other items specifically required to be exchanged at a later
      time;

	 	 	 
	 	(c) 	
      “Closing Date” shall mean April 1, 2007, or a date
      mutually agreed upon by the parties hereto in writing and in accordance
      with Section 5;

	 	 	 
	 	(d) 	
      “Closing Documents” shall mean the papers,
      instruments and documents required to be executed and delivered at the
      Closing pursuant to this Agreement;

	 	 	 
	 	(e) 	
      “Exchange Act” shall mean the United States
      Securities Exchange Act of 1934, as amended;

	 	 	 
	 	(f) 	
      “GAAP” shall mean United States generally accepted
      accounting principles applied in a manner consistent with prior
      periods;

	 	 	 
	 	(g) 	
      “Priveco” shall have the meaning ascribed to it in
      the preamble to this Agreement;

	 	 	 
	 	(h) 	
      “Priveco Shares” shall mean the 483.33 shares of
      Class “A” Voting Common Stock held by the Selling Shareholders, being all
      of the issued and outstanding common shares of Priveco beneficially held,
      either directly or indirectly, by the Selling Shareholders;

	 	 	 
	 	(i) 	
      “Pubco” shall have the meaning ascribed to it in
      the preamble to this Agreement;

	 	 	 
	 	(j) 	
      “Pubco Shares” shall mean those 2,900,000 fully
      paid and non-assessable common shares of Pubco to be issued to the Selling
      Shareholders by Pubco on the Closing Date;

	 	 	 
	 	(k) 	
      “SEC” shall mean the United States Securities and
      Exchange Commission;

	 	 	 
	 	(l) 	
      “Selling Shareholders” shall have the meaning
      ascribed to it in the preamble to this Agreement;

	 	 	 
	 	(m) 	
      “Taxes” shall include international, federal,
      state, provincial and local income taxes, capital gains tax, value-added
      taxes, franchise, personal property and real property taxes, levies,
      assessments, tariffs, duties (including any customs duty), business
      license or other fees, sales, use and any other taxes relating to the
      assets of the designated party or the business of the designated party for
      all periods up to and including the Closing Date, together with any
      related charge or amount, including interest, fines, penalties and
      additions to tax, if any, arising out of tax assessments; and

	 	 	 
	 	(n) 	
      “Transaction” shall mean the purchase of the
      Priveco Shares by Pubco from the Selling Shareholders in consideration for
      the issuance of the Pubco Shares.



1.2      Schedules. The
following schedules are attached to and form part of this Agreement: 




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	 	Schedule 1 	- 	List of Selling Shareholders 
	 	Schedule 2 	- 	Certificate of Canadian or Non-U.S. Selling
      Shareholder 


1.3      Currency. All dollar
amounts referred to in this Agreement are in United States funds, unless
expressly stated otherwise. 

2.     
AGREEMENT OF PURCHASE AND SALE OF SHARES 

2.1      Agreement of Purchase and
Sale of Shares. Subject to the terms and conditions of this Agreement, the
Selling Shareholders hereby covenant and agree to sell, assign and transfer to
Pubco, and Pubco hereby covenants and agrees to purchase from the Selling
Shareholders all of the Priveco Shares held by the Selling Shareholders. 

2.2      Consideration. As
consideration for the sale of the Priveco Shares by the Selling Shareholders,
Pubco shall allot and issue the Pubco Shares to the Selling Shareholders in the
amount set out opposite each Selling Shareholder’s name in Schedule 1 on the
basis of 6,000.04 Pubco Shares for each one Priveco Share held by each Selling
Shareholder. The Selling Shareholders acknowledge and agree that the Pubco
Shares are being issued pursuant to a safe harbor from the prospectus and
registration requirements of the United States Securities Act of 1933 (the
“1933 Act”). The Selling Shareholders agree to abide by all applicable
resale restrictions and hold periods imposed by all applicable securities
legislation. All certificates representing the Pubco Shares issued on Closing
will be endorsed with the following legend pursuant to the 1933 Act in order to
reflect the fact that the Pubco Shares are restricted securities and will be
issued to the Selling Shareholders pursuant to a safe harbor from the
registration requirements of the 1933 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.” 
	
	 	 	 


Each Selling Shareholder agrees to fill in and execute Schedule
2, as a Canadian resident, and agrees that the representations set out in such
schedule as executed by the Selling Shareholders will be true and correct as of
the Closing Date. 

2.3      Share Exchange
Procedure. On Closing, each Selling Shareholder will exchange his, her or
its certificate representing the Priveco Shares by delivering such certificate





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to Pubco duly executed and endorsed in blank (or accompanied by
duly executed stock powers duly endorsed in blank), in each case in proper form
for transfer, with signatures guaranteed, and, if applicable, with all stock
transfer and any other required documentary stamps affixed thereto and with
appropriate instructions to allow the transfer agent to issue certificates for
the Pubco Shares to the holder thereof together with a filled in and executed
Schedule 2. 

2.4      Fractional Shares.
Notwithstanding any other provision of this Agreement, no certificate for
fractional shares of the Pubco Shares will be issued in the Transaction. In lieu
of any such fractional shares, if any of the Selling Shareholders would
otherwise be entitled to receive a fraction of a share of the Pubco Shares upon
surrender of certificates representing the Priveco Shares for exchange pursuant
to this Agreement, the Selling Shareholders will be entitled to receive from
Pubco a stock certificate representing the nearest whole number of Pubco Shares.


2.5      Restricted
Shares. The Selling Shareholders acknowledge that the Pubco Shares
issued pursuant to the terms and conditions set forth in this Agreement will
have such hold periods as are required under applicable securities laws and as a
result may not be sold, transferred or otherwise disposed, except pursuant to an
effective registration statement under the 1933 Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
1933 Act and in each case only in accordance with all applicable securities
laws. Each Selling Shareholder agrees that he/she/it has been given an
opportunity to seek and obtain independent legal advice as to the resale
restrictions applicable in their jurisdiction of residence, and under U.S.
securities laws generally. Pubco has not undertaken, and will have no
obligation, to register any of the Pubco Shares under the 1933 Act; provided,
however, that Pubco will assist in providing legal opinions to the Selling
Shareholders at the Selling Shareholders’ cost when the Selling Shareholders may
resell their shares under Rule 144 promulgated under the 1933 Act.

2.6      Exemptions. The
Selling Shareholders acknowledge that Pubco has advised such Selling
Shareholders that Pubco is relying on an exemption from the prospectus and
registration requirements of applicable securities legislation in all
jurisdictions (the “Applicable Securities Legislation”) relevant to the
issuance of the Pubco Shares to each of the Selling Shareholders, and, as a
consequence, the Selling Shareholders will not be entitled to certain
protections, rights and remedies available under Applicable Securities
Legislation, including statutory rights of rescission or damages, and the
Selling Shareholders will not receive information that would otherwise be
required to be provided to the Selling Shareholders pursuant to applicable
securities legislation. 

2.7      Canadian Resale
Restrictions. The Selling Shareholders acknowledge that Pubco is not a
reporting issuer in any province or territory of Canada and accordingly, any
applicable hold periods under the Applicable Securities Legislation may never
expire, and the Pubco Shares may be subject to resale restrictions for an
indefinite period of time. Additionally, the Selling Shareholders acknowledge
that resale of any of the Pubco Shares by the Selling Shareholders resident in
Canada is restricted except pursuant to an exemption from the Applicable
Securities Legislation. 

3.     
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS 

Each of the Selling Shareholders represents and warrants to
Pubco, and acknowledges that Pubco is relying upon such representations and
warranties, in connection with the execution, delivery and performance of this
Agreement, notwithstanding any investigation made by or on behalf of Pubco, as
follows: 




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3.1      Each Selling Shareholder is
the registered and beneficial owner of the number of Priveco Shares listed next
to his or her name in Column III of the Table set forth in Schedule 1 to this
Agreement and each Selling Shareholder has no interest, legal or beneficial,
direct or indirect, in any other shares of, or the assets or business of
Priveco. 

3.2      Schedule 1 to this Agreement
contains a true and complete list of each Selling Shareholder’s name and
address.

3.3      Each Selling Shareholder has
the power and capacity and good and sufficient right and authority to enter into
this Agreement on the terms and conditions herein set forth and to transfer the
beneficial title and ownership of the Priveco Shares to Pubco. 

4.     
REPRESENTATIONS AND WARRANTIES OF PUBCO 

Pubco represents and warrants to Priveco and the Selling
Shareholders and acknowledges that Priveco and the Selling Shareholders are
relying upon such representations and warranties in connection with the
execution, delivery and performance of this Agreement, notwithstanding any
investigation made by or on behalf of Priveco or the Selling Shareholders, as
follows: 

4.1      Organization and Good
Standing. Pubco is duly incorporated, organized, validly existing and in
good standing under the laws of the State of Nevada, and has all requisite
corporate power and authority to own, lease and to carry on its business as now
being conducted.

4.2      Authority. Pubco has
all requisite corporate power and authority to execute and deliver this
Agreement and any other document contemplated by this Agreement (collectively,
the “Pubco Documents”) to be signed by Pubco and to perform its
obligations hereunder and to consummate the Transaction contemplated hereby. The
execution and delivery of each of the Pubco Documents by Pubco and the
consummation by Pubco of the Transaction contemplated hereby have been duly
authorized by its board of directors and no other corporate or shareholder
proceedings on the part of Pubco is necessary to authorize such documents or to
consummate the Transaction contemplated hereby. This Agreement has been, and the
other Pubco Documents when executed and delivered by Pubco as contemplated by
this Agreement will be, duly executed and delivered by Pubco and this Agreement
is, and the other Pubco Documents when executed and delivered by Pubco, as
contemplated hereby will be, valid and binding obligations of Pubco enforceable
in accordance with their respective terms, except: 

	 	(a) 	
      as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally;

	 	 	 
	 	(b) 	
      as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
      and

	 	 	 
	 	(c) 	
      as limited by public policy.



4.3      Corporate Records of
Pubco. The corporate records of Pubco, as required to be maintained by it
pursuant to the Nevada Corporations Code, are accurate, complete and current in
all material respects, and the minute book of Pubco is, in all material
respects, correct and contains all material records required by the laws of the
State of Nevada in regards to all proceedings, consents, actions and meetings of
the shareholders and the board of directors of Pubco. 




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4.4      Validity of Pubco Common
Stock Issuable upon the Transaction. The Pubco Shares to be issued to the
Selling Shareholders upon consummation of the Transaction in accordance with
this Agreement will, upon issuance, have been duly and validly authorized and,
when so issued in accordance with the terms of this Agreement, will be duly and
validly issued, fully paid and non-assessable. 

5.     
CLOSING 

5.1      Closing. The
Closing shall take place on the Closing Date at the offices of the lawyers for
Pubco or at such other location as agreed to by the parties. Notwithstanding the
location of the Closing, each party agrees that the Closing may be completed by
the exchange of undertakings between the respective legal counsel for Priveco
and Pubco, provided such undertakings are satisfactory to each party’s
respective legal counsel. 

5.2      Closing Deliveries of
Priveco and the Selling Shareholders. At Closing, Priveco and the Selling
Shareholders will deliver or cause to be delivered the following, fully executed
and in the form and substance reasonably satisfactory to Pubco: 

	 	(a) 	
      copies of all resolutions and/or consent actions adopted
      by or on behalf of the board of directors of Priveco evidencing approval
      of this Agreement and the Transaction;

	 	 	 
	 	(b) 	
      if any of the Selling Shareholders appoint any person, by
      power of attorney or equivalent, to execute this Agreement or any other
      agreement, document, instrument or certificate contemplated by this
      agreement, on behalf of the Selling Shareholder, a valid and binding power
      of attorney or equivalent from such Selling Shareholder;

	 	 	 
	 	(c) 	
      share certificates representing the Priveco Shares as
      required by Section 2.3 of this Agreement; and

	 	 	 
	 	(d) 	
      the Priveco Documents and any other necessary documents,
      each duly executed by Priveco, as required to give effect to the
      Transaction.



5.3      Closing Deliveries of
Pubco. At Closing, Pubco will deliver or cause to be delivered the
following, fully executed and in the form and substance reasonably satisfactory
to Priveco: 

	 	(a) 	
      copies of all resolutions and/or consent actions adopted
      by or on behalf of the board of directors of Pubco evidencing approval of
      this Agreement and the Transaction;

	 	 	 
	 	(b) 	
      share certificates representing the Pubco Shares to the
      Selling Shareholders in the amounts as set out in Schedule 1;
and

	 	 	 
	 	(c) 	
      the Pubco Documents and any other necessary documents,
      each duly executed by Pubco, as required to give effect to the
      Transaction;



6.     
TERMINATION 




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6.1      Termination. This
Agreement may be terminated at any time prior to the Closing Date contemplated
hereby by: 

	 	(a) 	
      mutual agreement of Pubco and Priveco;

	 	 	 
	 	(b) 	
      Pubco, if there has been a material breach by Priveco or
      any of the Selling Shareholders of any material representation, warranty,
      covenant or agreement set forth in this Agreement on the part of Priveco
      or the Selling Shareholders that is not cured, to the reasonable
      satisfaction of Pubco, within ten business days after notice of such
      breach is given by Pubco (except that no cure period will be provided for
      a breach by Priveco or the Selling Shareholders that by its nature cannot
      be cured);

	 	 	 
	 	(c) 	
      Priveco, if there has been a material breach by Pubco of
      any material representation, warranty, covenant or agreement set forth in
      this Agreement on the part of Pubco that is not cured by the breaching
      party, to the reasonable satisfaction of Priveco, within ten business days
      after notice of such breach is given by Priveco (except that no cure
      period will be provided for a breach by Pubco that by its nature cannot be
      cured); or

	 	 	 
	 	(d) 	
      Pubco or Priveco, if any injunction or other order of a
      governmental entity of competent authority prevents the consummation of
      the Transaction contemplated by this Agreement.



6.2      Effect of Termination.
In the event of the termination of this Agreement as provided in Section
6.1, this Agreement will be of no further force or effect, provided, however,
that no termination of this Agreement will relieve any party of liability for
any breaches of this Agreement that are based on a wrongful refusal or failure
to perform any obligations. 

7.     
GENERAL 

7.1      Effectiveness of
Representations; Survival. Each party is entitled to rely on the
representations, warranties and agreements of each of the other parties and all
such representation, warranties and agreement will be effective regardless of
any investigation that any party has undertaken or failed to undertake. The
representations, warranties and agreements will survive the Closing Date and
continue in full force and effect until two (2) years after the Closing Date.


7.2      Further Assurances and
Provision of Information. Each of the parties hereto will co-operate with
the others and execute and deliver to the other parties hereto such other
instruments and documents and take such other actions as may be reasonably
requested from time to time by any other party hereto as necessary to carry out,
evidence, and confirm the intended purposes of this Agreement. Additionally,
Priveco and the Selling Shareholders acknowledge that under SEC rules Pubco must
provide registration level information regarding the business of Priveco and
agree to provide such information to Pubco in a timely manner prior to closing,
and allow Pubco and its representatives free access to all books, records, and
other information of Priveco and to its personnel and advisors. 

7.3      Amendment.
This Agreement may not be amended except by an instrument in writing
signed by each of the parties. 




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7.4      Expenses.
Each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution, and performance of this Agreement
and the Transaction contemplated hereby, including all fees and expenses of
agents, representatives, counsel, and accountants. 

7.5      Entire Agreement. This
Agreement, the schedules attached hereto and the other documents in connection
with this transaction contain the entire agreement between the parties with
respect to the subject matter hereof and supersede all prior arrangements and
understandings, both written and oral, expressed or implied, with respect
thereto. Any preceding correspondence or offers are expressly superseded and
terminated by this Agreement. 

7.6      Notices. All notices
and other communications required or permitted under to this Agreement must be
in writing and will be deemed given if sent by personal delivery, faxed with
electronic confirmation of delivery, internationally-recognized express courier
or registered or certified mail (return receipt requested), postage prepaid, to
the parties at the addresses set forth on page 1 of this Agreement (or at such
other address for a party as will be specified by like notice). 

All such notices and other communications will be deemed to
have been received: 

	 	(a) 	
      in the case of personal delivery, on the date of such
      delivery;

	 	 	 
	 	(b) 	
      in the case of a fax, when the party sending such fax has
      received electronic confirmation of its delivery;

	 	 	 
	 	(c) 	
      in the case of delivery by internationally-recognized
      express courier, on the business day following dispatch; and

	 	 	 
	 	(d) 	
      in the case of mailing, on the fifth business day
      following mailing.



7.7      Headings. The headings
contained in this Agreement are for convenience purposes only and will not
affect in any way the meaning or interpretation of this Agreement. 

7.8      Benefits. This
Agreement is and will only be construed as for the benefit of or enforceable by
those persons party to this Agreement. 

7.9      Assignment. This
Agreement may not be assigned (except by operation of law) by any party without
the consent of the other parties. 

7.10    Governing Law. This
Agreement will be governed by and construed in accordance with the laws of the
Province of Alberta, Canada applicable to contracts made and to be performed
therein. 

7.11    Construction. The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rule of strict construction will
be applied against any party. 

7.12    Gender. All references to
any party will be read with such changes in number and gender as the context or
reference requires. 




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7.13      Counterparts. This
Agreement may be executed in one or more counterparts, all of which will be
considered one and the same agreement and will become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same
counterpart. 

7.14      Fax Execution. This
Agreement may be executed by delivery of executed signature pages by fax and
such fax execution will be effective for all purposes. 

7.15      Independent Legal
Advice. All Selling Shareholders confirm that they have been given an
opportunity to seek and obtain independent legal advice prior to execution of
this Agreement and cannot and do not rely on the representations of Pubco or its
advisors respecting the legal effects of this Agreement.

7.16      Schedules and
Exhibits. The schedules and exhibits are attached to this Agreement and
incorporated herein. 

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written. 

SWAV ENTERPRISES LTD. (a Nevada corporation) 

	Per: 	/s/ Pui Shan Lam 	 
	  	Authorized Signatory 	 
	  	Name: Pui Shan Lam 	 
	  	Title: President 	 
	  	  	 
	  	  	 
	SWAV HOLDINGS INC. (a
      private Alberta corporation) 	 
	  	  	 
	Per: 	/s/ Pui Shan Lam 	 
	  	Authorized Signatory 	 
	  	Name: Pui Shan Lam 	 
	  	Title: President