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            AirRover Wi-Fi Corp., a Delaware corporation (“Parent”), Air-Q Corp., a Nevada corporation wholly owned by Parent (“Acquiror”), and the undersigned shareholders (the “Controlling Shareholders”) of Diamond I Technologies, Inc., a Nevada corporation (“Target”), hereby enter into this Agreement on January 18, 2005, for the purposes hereinafter set forth.


WHEREAS, Parent, Acquiror, Controlling Shareholders and Target entered into an Agreement and Plan of Reorganization, dated as of January 7, 2005 (the “Plan of Reorganization”); and


WHEREAS, pursuant to the Plan of Reorganization and in accordance with the applicable provisions of the laws of the State of Nevada, Target will merge (the “Merger”) with and into Acquiror and, pursuant to the Merger, (a) all shares of common stock of Target (the “Target Common Stock”) owned by Parent or any subsidiary of Parent or Target shall be cancelled and shall cease to exist from and after the Effective Time (as defined in Section 1.2 of the Plan of Reorganization); and (b) each remaining issued and outstanding share of Target Common Stock shall be converted into, and become exchangeable for, shares of the $.001 par value per share common stock of Parent (the “Parent Common Stock

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