SOFTWARE LICENSE AGREEMENT
This
Software License Agreement (the “Agreement”) is made on October 20, 2006 among
Shenzhen iASPEC Software Engineering Company Limited (the “Licensor”), a
corporation organized and existing under the laws of the People’s Republic of
China, with its head office located at Xxxx X, 0/X, Xxxxx 0, Tian An Cyber
Park,
Chegongmiao, Shenzhen, Guangdong, 518040, P.R.C. and its shareholders
(“Shareholders”), Bo Hai Wen Technology (Shenzhen) Company Limited (the
“Licensee”), a wholly owned foreign corporation organized and existing under the
laws of the People’s Republic of China, and Irish Mag, Inc., a Florida
corporation, which is the holding company of the Licensee, (“the Company”).
RECITALS
WHEREAS,
Licensor has developed certain software more particularly described in Schedule
A attached hereto (the “Software”) and desires to grant Licensee an exclusive
license to use the Software for a term of 30 years.
WHEREAS,
Licensee wishes to use the Software under the conditions set forth in this
Agreement.
NOW,
THEREFORE, in consideration of the mutual promises set forth herein, Licensee
and Licensor hereby agrees as follows:
I
SOFTWARE LICENSE
| 1.01 |
Software
License
|
| Licensor hereby grants to Licensee an exclusive license to use the Software subject to the terms and conditions hereafter set forth. |
| 1.02 | Terms of License |
| This license is effective upon the effective date subject to a satisfactory review on the evaluation report on Software listed in Schedule A. The license will last for a term of 30 years. |
| 1.03 | Consideration |
| Consideration for this license is US$9,801,254.00, to be paid by issuing the Shareholders a total of 16,898,714 shares of Common Stock of the Company, valued at US$ 0.58 per share. |
| 1.04 | Closing |
| The Closing of the transactions shall take place no later than October 31st 2006 or at such other date and time as the parties may mutually agree in writing. The Closing of this Agreement is subject to a valuation report pertaining to the license with a value satisfactory and certified by all directors of the Company. |
II
LICENSEE’S REPRESENTATIONS AND WARRANTIES
The
Licensee and the Company hereby represent and warrant as follows:
2.01
Organization,
Capitalization, etc.
(a)
The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Florida, and is qualified in no other
state.
(b) As
of the
date of execution of this Agreement, the authorized capital stock of the Company
consists of 75,000,000 shares of US$0.01 par value common stock of which
6,000,000 shares are validly issued and outstanding. The Company has committed
to issue 8,601,286
shares of common stock under a separate Stock Purchase Agreement. After all
the
share issuances including the issuances for this Agreement, the total issued
and
outstanding shares will be 31,500,000.
The
Shares to be issued under this agreement are “restricted shares” for the purpose
of the Securities Act and the holders of the transfer shares will not be able
to
transfer such shares except upon compliance with the registration requirements
of the Securities Act or reliance upon an available exemption therefrom.
2.02 Authority;
No Violation.
The
execution and delivery of this Agreement by the Company and by the Licensee,
and
the consummation by them of the transactions contemplated hereby have been
duly
authorized. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will constitute a violation
or default under any term or provision of the Certificate of Incorporation
or
bylaws of the Company, or of any contract, commitment, indenture, other
agreement or restriction of any kind or character to which the Company or any
of
the individuals comprising the Licensee is a party or by which the Company
or
the Licensee is bound.
2.03 Absence
of Certain Changes.
The
Company has not, and as of the Closing will not have:
(a) Suffered
any material adverse change in financial condition, assets, liabilities,
business, or prospects;
(b) Incurred
any additional obligations or liabilities (whether absolute, accrued,
contingent, or otherwise) which it either has not previously satisfied or will
not satisfy at or before Closing;
(c) Paid
any
claim or discharged or satisfied any lien or encumbrance or paid or satisfied
any liability (whether absolute, accrued, contingent, or
otherwise);
(d) Declared,
paid, or set aside for payment to its stockholders any dividend or other
distribution in respect of its capital stock or redeemed or purchased or
otherwise acquired any of its capital stock or any options relating thereto
or
agreed to take any such action; or
(e) Made
any
material change in any method of accounting or accounting practice.
2.04
Litigation.
There
are
no actions, proceedings, or investigations pending or, to the knowledge of
the
Company or the Licensee, threatened against the Company, and neither the Company
nor the Licensee knows or has any reason to know of any basis for any such
action, proceedings, or investigation. There is no event or condition of any
kind or character pertaining to the business, assets, or prospects of the
Company that may materially and adversely affect such business, assets or
prospects.
2.05 Disclosure.
The
Licensee has disclosed to the Licensor all facts material to the assets,
prospects, and business of the Company. No representation or warranty by the
Licensee contained in this Agreement, and no statement contained in any
instrument, list, certificate, or writing furnished to the Licensor pursuant
to
the provisions hereof or in connection with the transaction contemplated hereby,
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained herein or therein
not
misleading or necessary in order to provide a prospective purchaser of the
business of the Company with proper information as to the Company and its
affairs.
2.06 Full
Disclosure.
The
Licensee and the Company have provided the Licensor with full disclosure of
all
material information known to them regarding the Company and the Shares. None
of
the representations and warranties made herein, or in any other certificate
or
memorandum furnished or to be furnished to Licensor by the Company or by any
of
the individuals executing this Agreement as Licensee, contains or will contain
any untrue statement of material fact, or omit any material fact the omission
of
which would be misleading.
III
LICENSOR’S REPRESENTATION AND WARRANTIES
Licensor
represents and warrants to Licensee that:
3.01
Licensor is the owner of all right, title and interest, including copyright,
in
all Software, or has the authority to enter into this Agreement on behalf of
the
owner;
3.02
Licensor has not granted any right or license to the Software that would
conflict with any term under this Agreement
3.03
Licensor would not enter any Agreement with any third party which would affect
Licensee’s right under this Agreement, or bind Licensee to any third party,
without Licensee’s prior written consent.
3.04
Licensee’s use of the Software as authorized by this Agreement will not infringe
any existing copyright, trade secret, patent or trademark right of any third
party.
3.05
Licensor will provide Licensee a valuation report before the Closing showing
the
total value of the software licenses is not less than the Consideration.
IV
TERMINATION
Licensor
has the right to immediately terminate the License if Licensee fails to perform
any obligation required of Licensee under this Agreement of if Licensee becomes
bankrupt or insolvent. Licensee may terminate it any any time by destroying
all
copies of the Software and Documentations in its Possession. It will also
automatically terminate if Licensee fails to comply with any term or condition
of this Licensee Agreement.
V
MISCELLANEOUS
5.01
Software Modification
Licensee
shall have the right, in its own discretion, to independently modify the
Software for its only purpose and use. Licensee shall be the owner of such
modification.
5.02
Confidentiality
Each
party agrees that it shall not disclose to any third party any confidential,
financial or business information of the other party which it learns during
the
course of its performance of this Agreement, without the prior written consent
of such other party. This obligation shall survive the cancellation or
termination of this Agreement.
5.03
Notice
All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) to
the
parties at their address set forth above.
5.04
Governing Law
This
Agreement shall be governed by, and construed in accordance with the laws of
People’s Republic of China.
5.05
Counterparts.
This
Agreement may be executed simultaneously in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and
the same instrument.
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Licensor, the Licensee and the Company on the date first above written.
LICENSOR:
_____________________________
iASPEC
Software Engineering Company Limited
LICENSEE:
Bo
Hai
Wen Technology (Shenzhen) Company Limited
By:
_____________________________
ACKNOWLEDGED
AND APPROVED:
______________________________
Irish
Mag
Inc.
Schedule
A Software
|
Code
|
Registration
Code
|
Name
|
Version
|
|||
|
27735
|
2004SR09334
|
iASPEC
Case Tracking Management System
|
V
2.0
|
|||
|
27736
|
2004SR09335
|
iASPEC
Application Envelope System
|
V
2.1
|
|||
|
27737
|
2004SR09336
|
iASPEC
Quality System Document Management System
|
V
2.2
|
|||
|
27738
|
2004SR09337
|
iASPEC
e-Logistics Support Management System
|
V
2.0
|
|||
|
27739
|
2004SR09338
|
iASPEC
Secured and Audited Message Switching System
|
V
2.5
|
|||
|
27485
|
2004SR09084
|
iASPEC
Project e-TimeTracker Management System
|
V
2.0
|
|||
|
27486
|
2004SR09085
|
iASPEC
Application e-Monitor System
|
V
3.3
|
|||
|
27487
|
2004SR09086
|
iASPEC
Remote Administered Distributed Application Architecture
System
|
V
2.1.3
|
|||
|
27488
|
2004SR09087
|
iASPEC
Community and Establishment Management System
|
V
1.1
|
|||
|
27489
|
2004SR09088
|
iASPEC
Document and WorkFlow Management System
|
V
3.0
|
|||
|
27490
|
2004SR09089
|
iASPEC
e-Community Management and Service System
|
V
1.0
|
|||
|
59255
|
2006SR11589
|
iASPEC
Content Management System
|
V
1.0
|
|||
|
59256
|
2006SR11590
|
iASPEC
Three In One Police Computer Assistant Dispense System
|
V
1.0
|
|||
|
59257
|
2006SR11591
|
iASPEC
Police Force General Management System
|
V
1.0
|
|||
|
59258
|
2006SR11592
|
iASPEC
General Office Automatization System
|
V
1.0
|
|||
|
59259
|
2006SR11593
|
iASPEC
Police Geographic Information System
|
V
1.0
|
