PURCHASE AND REPAYMENT AGREEMENT

PURCHASE AND REPAYMENT AGREEMENT, dated as of October 20, 2006 (this “ Agreement ”), by and among Wireless Holdings, Inc., a Florida corporation (the “ Purchaser ”), and Joseph Hess, having an address at 301 North Ocean Blvd., Pompano Beach, FL 33062 (the “ Seller ”). Capitalized terms used and not defined herein shall have the respective meanings set forth in the Agreement of Merger and Plan of Reorganization dated as of October 17, 2006 (the “ Merger Agreement ”) among the Purchaser, Wireless Acquisition Holdings Corp., and H2Diesel, Inc.

This Agreement sets forth the terms and conditions upon which the Seller is conveying to the Purchaser and the Purchaser is redeeming from the Seller an aggregate of 29,075,000 shares of common stock, par value $.001 per share, of the Purchaser (the “ Shares ”) and Purchaser is repaying all indebtedness owed by the Purchaser to the Seller (the “ Debt ”).

In consideration of the mutual agreements contained herein, the parties agree as follows:

1.    Purchase and Sale of Shares; Repayment of Debt .   Subject to the terms and conditions of this Agreement, and in reliance on the respective representations, warranties and covenants contained herein, at and immediately following the Closing (as defined in Section 2 hereof):

(a)    the Seller will sell, assign, transfer and convey to the Purchaser free and clear of all Liens (as hereinafter defined) and the Purchaser will purchase and redeem from the Seller, all of the Shares for a purchase price equal to (i) $300,000 minus the outstanding balance of the Debt as of the date of the Closing (the “Cash Purchase Price”) and (ii) the Purchaser’s agreement to sell its direct wholly-owned subsidiary, Action Wireless, Inc., a Florida corporation to the Seller pursuant to an Acquisition Agreement to be entered into in accordance with the terms of the Merger Agreement; and

(b)    the Purchaser shall repay the Debt (such amount being referred to as the “Debt Payment”), it being understood that the aggregate amounts to be paid pursuant to clause (a)(i) above and this clause (b) shall not exceed $300,000.

2.    Deliveries at the Closing .  (a) At the closing of the sale and redemption of the Shares contemplated by Section 1 hereof (the “Closing”), to occur substantially simultaneously with the closing under the Merger Agreement (such closing, the “Merger Closing”), (i) the Seller (or Escrow Agent, as hereinafter defined) shall deliver to the Purchaser (A) the stock certificates representing the Shares, duly endorsed in blank or accompanied by assignments separate from certificate duly endorsed in blank, (B) any other documents that are necessary to transfer to the Purchaser good, valid and marketable title to the Shares, and (C) originals of all promissory notes and instruments (the “Debt Instruments”), each marked cancelled, evidencing all of the Debt and (ii) the Purchaser shall deliver to the Seller (or Escrow Agent) the Cash Purchase Price for Shares (minus $50,000 which has already been delivered to the Seller) and the Debt Payment, each by wire transfer of immediately available funds to a bank

(b)   If the Closing has not occurred within 60 days after the date this Agreement is signed by both parties (the “ Escrow Period ”), either party may terminate this Agreement upon written notice to the other party. Neither party shall incur any obligation to the other party as a result of such termination, unless such failure to close is the result of a breach by a party of its obligations hereunder, in which case the other party shall be entitled to pursue remedies at law or in equity.

3.    Escrow of Shares and Debt Instruments .   Concurrently with the execution of this Agreement, Seller shall deliver to Greenberg Traurig, P.A., as escrow agent (the “Escrow Agent”), stock certificates representing the Shares and the Debt Instruments, duly endorsed in blank or accompanied by assignments separate therefrom duly endorsed in blank, to be held in escrow pending the Closing or the termination of this Agreement, whichever occurs first. Seller hereby irrevocably appoints and instructs the Escrow Agent as its attorney-in-fact to deliver the Shares and the Debt Instruments to the Purchaser at the Closing against payment therefor or to return the Shares and Debt Instruments to the Seller upon the termination of this Agreement, as the case may be.

4.    Representations and Warranties of the Seller . The Seller represents and warrants to the Purchaser both on the date hereof and on the date of the Closing as follows:

(a)    The Seller has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

(b)    The Seller is a natural person, residing at the address indicated in the first paragraph of this Agreement;

(c)    The Seller is the sole record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Shares, has good and marketable title to all of the Shares, and there exists no liens, claims, options, proxies, voting agreements, charges, security interests, or encumbrances of whatever nature (“ Liens ”) affecting such Shares;

(d)    Upon transfer to the Purchaser by the Seller of all or any of its Shares, the Purchaser will have good and marketable title to the Shares so transferred free and clear of all Liens;

(e)    The Seller does not have any outstanding option, warrant or other right to acquire, directly or indirectly, any securities of the Purchaser which are or may by their terms become entitled to vote or any securities which are convertible or exchangeable into or exercisable for any securities of the Purchaser which are or may by their terms become entitled to vote, and such Seller is not subject to any offer, contract, arrangement, understanding or

(f)    The execution of this Agreement by the Seller does not, and the performance by the Seller of its obligations hereunder will not, constitute a violation of, conflict with or result in a default under any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Seller is a party or by which the Seller is bound or any judgment, decree or order applicable to the Seller;

(g)    Neither the execution and delivery of this Agreement nor the performance by the Seller of its obligations hereunder will violate any provision of law applicable to the Seller or require any consent or approval of, or filing with or notice to any public body or authority under any provision of law applicable to the Seller other than notices or filings pursuant to the federal securities laws; and

(h)    Upon the payment of the Debt Payment, the Purchaser will not have any obligations or liabilities (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) to the Seller or any other Person other than those arising under the Merger Agreement.

5.    Representations and Warranties of the Purchaser . The Purchaser represents and warrants to the Seller both on the date hereof and on the date of the Closing as follows:

(a)    The Purchaser is duly organized and validly existing and in good standing under the laws of the State of Florida, has the requisite corporate power and authority to execute, deliver and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement;

(b)    The execution of this Agreement by the Purchaser does not, and the performance by the Purchaser of its obligations hereunder will not, constitute a violation of, conflict with or result in a default under any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Purchaser is a party or by which the Purchaser is bound or any judgmen