SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (this ?Agreement?) is made effective the 10th day of September, 2007, by and among:

(I) GOOD DEAL, LLC (?GDLC?), a limited liability company organized under the laws of the State of Delaware, whose registered office is at 3511 Silverside Road, Suite 105, Wilmington, Delaware 19810;

(II) INZON WIRELESS, INC. (?IZWI?), a corporation organized under the laws of the State of Nevada, whose registered office is at 238 Northeast First Avenue, Delray Beach, Florida 33444; and

(III) INZON CORPORATION (?IZON?), a Nevada corporation whose common shares are quoted on  the OTC Bulletin Board under the stock symbol ?IZON?, and whose common shares are registered as a class of securities under the Securities Act of 1933, as amended (the ?Securities Act?).

WHEREAS:

(A) GDLC is the owner and holder of 2,500 shares (the ?SPMH Shares?) of South Pacific Management Holdings Inc. (?SPMH?), an international business company incorporated in the Commonwealth of the British Virgin Islands, with company registry number 1418514 and registered office at Akara Building, 24 de Castro Street, Road Town, Tortola, British Virgin Islands, which SPMH Shares represent fifty percent (50%) of the total issued and outstanding capital shares of SPMH. SPMH is a newly created holding company in the British Virgin Islands, which has not engaged in any operational activities and was created solely for the purpose of holding a communications license in a targeted jurisdiction;

(B) IZWI is the wholly-owned subsidiary of IZON; and

(C) GDLC, IZWI and IZON have agreed that GDLC shall sell and transfer the SPMH Shares to IZWI, and IZON, IZWI?s parent, shall sell and issue to GDLC a quantity of newly issued restricted shares of its common stock, par value US$0.001 (the ?IZON Closing Shares?) in exchange therefor, upon the terms and subject to the conditions set out in this Agreement.

NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the Parties hereby agree as follows:

1. The expressions "GDLC", "IZWI" and ?IZON? shall, where the context permits, include their respective successors and permitted assigns. At times herein, the parties to this Agreement may be referred to individually as a ?Party? and collectively as the ?Parties?.

2. Subject to satisfaction of the Closing Conditions (defined below), at the Closing (defined below) (a) GDLC agrees to sell the SPMH Shares and IZWI agrees to purchase the SPMH Shares, and

(b) IZON agrees to issue and sell the IZON Closing Shares to GDLC and GDLC agrees to purchase the IZON Closing Shares.

3. Shares To Be Transferred and Shares To Be Issued.

3.1. On the Closing Date (defined below), GDLC shall transfer to IZWI certificates representing the SPMH Shares, which in the aggregate shall represent fifty percent (50%) of the issued and outstanding shares of SPMH.

3.2. In exchange for the SPMH stock being transferred pursuant to the foregoing subparagraph 3.1, GDLC shall be entitled to Nineteen Million Five Hundred Twenty-one Thousand Five Hundred Twenty-seven (19,521,527) IZON Closing Shares, to be issued according to the following schedule:

(a) IZON shall on the Closing Date, and contemporaneously with the transfer of the SPMH Shares to IZWI, issue and deliver to GDLC certificates representing one-half of the IZON Closing Shares (i.e., 9,760,764, the ?Delivered IZON Closing Shares?); and

(b) IZON shall on the Closing Date, and contemporaneously with the transfer of the SPMH Shares to IZWI, issue to GDLC certificates representing a further one-half of the IZON Closing Shares (i.e., 9,760,763, the ?Retained IZON Closing Shares?), but IZON shall be entitled to retain possession of such Retained IZON Closing Shares until such time as IZON is satisfied, in the reasonable exercise of its sole discretion, that the communications license held indirectly by SPMH is commercially viable (defined below), but in no event shall IZON be entitled to retain such Retained IZON Closing shares beyond December 31, 2007; if such Retained IZON Closing Shares have not been released and delivered to GDLC by December 31, 2007, then such shares shall be canceled. Within three (3) business days after any determination by IZON, in the reasonable exercise of its sole discretion, that the communications license held indirectly by SPMH is commercially viable, the Retained IZON Closing Shares shall be released and delivered to GDLC.  During the period from the date of this Agreement to the earlier to occur of (i) the date such Retained IZON Closing Shares are released and delivered to GDLC, and (ii) December 31, 2007, IZON shall report and account for such Retained IZON Closing Shares as ?issued but not outstanding? on its balance sheet.  For purposes of this Agreement, ?commercially viable? shall mean and refer to a revenue-generating project for which financing is available.

3.3. In the event that GDLC or any transferee of the IZON Closing Shares attempts to resell such shares in compliance with this Agreement, IZON, upon being informed in writing by GDLC that it intends to sell or transfer all or any portion of such shares [either because the shares are subject to an effective registration statement or are eligible for resale under Rule 144 promulgated under the Securities Act (including any Rule adopted in substitution or replacement thereof)], IZON will allow such sale or transfer and will not interfere in any way with such sale or transfer. In addition, IZON will certify in writing to any person, at the request of GDLC, that IZON is in compliance with the Rule 144 current public information requirement to enable GDLC to sell such person's securities under Rule 144 (but only if Rule 144 is available for the sale), and as may be applicable under the circumstances.  If any certificate representing the IZON Closing Shares or any portion thereof is presented to IZON?s transfer agent for registration or transfer in connection with any sales made in compliance with the applicable securities laws [whether because the IZON Closing Shares are subject to an effective registration statement under the Securities Act or are eligible for resale under Rule 144 (provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case)], IZON will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such shares to the transferee.  All costs of any such transfers shall be borne by IZON, including the costs of any necessary legal opinion (other than an opinion provided by GDLC).

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