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Stock Purchase Agreement

This Stock Purchase Agreement (this Agreement) is dated as of May 11, 2007, by and between Mark Meriwether (Seller) and Crowther Holdings LTD, a Turks and Caicos Islands company (Buyer). Buyer is an accredited investor as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act). As used in this Agreement, the term Parties means Seller and Buyer.

WHEREAS, Seller owns of record and beneficially an aggregate of 998,391 shares of Common Stock, par value $0.001 per share (Common Stock), of Microsmart Devices, Inc., a Nevada corporation (the Company), and wishes to sell and transfer to Buyer 848,391 of such shares (the Purchased Shares) for the sum of US$750,000 (the Purchase Price) and upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, Buyer wishes to purchase from Seller the Purchased Shares for the Purchase Price and upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the purchase and sale of the Purchased Shares is to take place at a closing (the Closing) to be held by telephone pursuant to Article 1 of this Agreement; and

WHEREAS, as a condition to the Closing, Seller has agreed, at his own expense, to discharge or cause to be discharged all liabilities of the Company and to indemnify and hold the Company and Buyer harmless from and against all outstanding liabilities existing or based upon matters arising on or prior to the date of the Closing; and

WHEREAS, as a condition to the Closing, Seller has agreed to limit the sale of all 150,000 shares of Common Stock of the Company that he retains (the Sellers Escrow Shares) upon the terms and subject to the conditions set forth in this Agreement and in the Escrow Agreement (as hereinafter defined); and

WHEREAS, each Party desires to execute and deliver this Agreement and all related, required or necessary documentation that may be reasonably required to complete the purchase and sale of the Purchased Shares (collectively, the Transaction Documents); and

WHEREAS, the Parties desire to make certain representations, warranties, and agreements in connection with the purchase and sale of the Purchased Shares (the Transaction);

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants, and agreements contained herein, the adequacy and legal sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

THE CLOSING

1.1 The Closing; Payment of the Purchase Price. (a) Unless this Agreement has been terminated and the Transaction has been abandoned pursuant to Article 7 hereof, the Closing will take place at a time and on a date (the Closing Date) to be specified by the Parties, which will be no later

than May 31, 2007 (the Termination Date); provided, however, that all of the conditions provided for in Articles 5 and 6 hereof shall have been satisfied or waived by such date. The Closing will be held by telephone, at which time the documents and instruments necessary or appropriate to effect the transactions contemplated herein to occur at the Closing will be exchanged by E-mail or facsimile transmission, with original counterparts to follow by next business day courier delivery. Except as otherwise provided herein, all actions taken at the Closing will be deemed to be taken simultaneously.

(b) At the Closing, Seller shall deliver or cause to be delivered to Buyer stock certificates evidencing the Purchased Shares registered in Buyers name for the number of shares of Common Stock set forth in Annex 1.1(c)(1) hereto. Each stock certificate shall bear legends (the Legends) that the shares of Common Stock of the Company evidenced thereby have not been registered under the Securities Act and the further legends required by the Registration Agreement, a copy of which is attached hereto as Annex 1.1(c)(2) hereto, and the Share Escrow and Reset Agreement (the Escrow Agreement) dated the Closing Date among Buyer, Seller, the Company and Hirshfield Law, as escrow agent (Escrow Agent).

(c) At the Closing, Seller shall deliver or cause to be delivered to Escrow Agent one stock certificate registered in the name of Seller that evidences all 150,000 of the Sellers Escrow Shares.

(d) At the Closing, Buyer shall deliver or cause to be delivered to the Escrow Agent one stock certificate registered in the name of Buyer that evidences 150,000 of the Purchased Shares (Buyers Escrow Shares), together with a duly executed, undated, blank stock transfer power with respect thereto (the Stock Power).

(e) Buyer shall pay the Purchase Price by wire transfer of immediately funds pursuant to the wire transfer instructions set forth on Annex 1.1(d) hereto as follows: (i) US$600,000 on the Closing Date; (ii) US$50,000 on or prior to July 31, 2007; (iii) US$50,000 on or prior to August 31, 2007; and (iv) US$50,000 on or prior to October 1, 2007.

(f) At the Closing, Seller shall (i) acknowledge that neither the Company nor any subsidiary of the Company shall have any liability to them after the Closing, other than to recognize their rights as shareholders of the Company to the extent of their ownership of any shares of Common Stock of the Company or as granted pursuant to the Transaction Documents; (ii) agree to remain a director and officer of the Company until ten (10) days after the Company files with the Commission and mails to its shareholders a Schedule 14F-1 (the Schedule 14F-1) pursuant to Rule 14f-1 promulgated by the Commission under the Securities Exchange Act of 1934, as amended (the Exchange Act), and to resign as a director and officer of the Company and each of the Companys subsidiaries at the end of such ten (10) day period; (iii) to amend Section 3.02 of the Companys By-laws (the By-laws) to provide that the number of directors of the Company shall be between one (1) and four (4), as determined from time to time by the Board of Directors; (iv) to set the number of directors at one (1) pursuant to the revised Section 3.02 of the By-laws; (vi) before resigning as a director and officer of the Company and each of the Companys Subsidiaries after the ten (10) day period referred to in clause (ii) above, appoint Gregory D. Morgan (Morgan) to the Board of Directors of the Company and as its Chief Executive Officer, Chief Financial Officer and Secretary of the Company.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer as follows:

2.1 Disclosure Schedule. The disclosure schedule attached hereto as Annex 2.1 (the Disclosure Schedule) is divided into sections that correspond to the sections of this Article 2. The Disclosure Schedule comprises a list of all exceptions to the truth and accuracy of, and of all disclosures or descriptions required by, the representations and warranties set forth in the remaining sections of this Article 2.

2.2 Corporate Organization, etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with the requisite corporate power and authority to carry on its business as it is now being conducted and to own, operate and lease its properties and assets, is duly qualified or licensed to do business as a foreign corporation in good standing in Utah and every other jurisdiction in which the character or location of the properties and assets owned, leased or operated by it or the conduct of its business requires such qualification or licensing, except in such jurisdictions in which the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as such term is defined in Section 8.12 hereof) on the Company. The Disclosure Schedule contains a list of all jurisdictions in which Company is qualified or licensed to do business and includes complete and correct copies of the Companys articles of incorporation and by-laws. The Company does not own or control any capital stock of any corporation or any interest in any partnership, joint venture or other entity.

2.3 Capitalization. The authorized capital securities of Company is set forth in the Disclosure Schedule. The shares of Common Stock of the Company (Company Common Stock) outstanding, as of the date of this Agreement and as set forth in the Disclosure Schedule, represent all of the issued and outstanding capital securities of Company. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are without, and were not issued in violation of preemptive rights. There are no other equity securities of Company outstanding or any securities convertible into or exchangeable for such interests, securities or rights. Other than as set forth on the Disclosure Schedule and pursuant to this Agreement, there is no subscription, option, warrant, call, right, contract, agreement, commitment, understanding or arrangement to which the Company is a party, or by which it is bound, with respect to the issuance, sale, delivery or transfer of the capital securities of the Company, including any right of conversion or exchange under any security or other instrument. The Disclosure Statement sets forth a complete list of all subsidiaries of the Company and the articles of incorporation and by-laws of each such subsidiary of the Company (Subsidiary).

2.4 Authorization. Seller has all requisite power and authority to enter into, execute, deliver, and perform their obligations and to cause the Company to perform its obligations under this Agreement and the Escrow Agreement. This Agreement has been duly and validly executed and delivered by Seller and is the valid and binding legal obligation of Seller enforceable against Seller in accordance with its terms, subject to bankruptcy, moratorium, principles of equity and other limitations limiting the rights of creditors generally. When executed and delivered at the Closing, the Escrow Agreement will be duly and validly executed and delivered by Seller and will be the valid and binding legal obligation of Seller enforceable against Seller in accordance with its terms, subject to bankruptcy, moratorium, principles of equity and other limitations limiting the rights of creditors generally.

2.5 Non-Contravention. Except as set forth in the Disclosure Schedule, neither the execution, delivery and performance of this Agreement and each other agreement to be entered into in connection with this Agreement, nor the consummation of the transactions contemplated hereby or thereby will:

(a) violate, contravene or be in conflict with any provision of the articles of incorporation or by-laws of the Company or any Subsidiary;

(b) be in conflict with, or constitute a default, however defined (or an event which, with the giving of due notice or lapse of time, or both, would constitute such a default), under, or cause or permit the acceleration of the maturity of, or give rise to any right of termination, cancellation, imposition of fees or penalties under any debt, note, bond, lease, mortgage, indenture, license, obligation, contract, commitment, franchise, permit, instrument or other agreement or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties or assets is or may be bound;

(c) result in the creation or imposition of any pledge, lien, security interest, restriction, option, claim or charge of any kind whatsoever (Encumbrances) upon any property or assets of the Company or any Subsidiary under any debt, obligation, contract, agreement or commitment to which the Company or any Subsidiary is a party or by which Company or any Subsidiary of any of their respective assets or properties are bound; or

(d) materially violate any statute, treaty, law, judgment, writ, injunction, decision, decree, order, regulation, ordinance or other similar authoritative matters (referred to herein individually as a Law and collectively as Laws) of any foreign, federal, state or local governmental or quasi-governmental, administrative, regulatory or judicial court, department, commission, agency, board, bureau, instrumentality or other authority (referred to herein individually as an Authority and collectively as Authorities).

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