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 Unit D, 4/F, Block 2, 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
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Licensor hereby
grants to Licensee an exclusive license to use the Software subject
to the terms and conditions hereafter set forth.
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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.
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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.
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The Closing of
the transactions shall take place no later than October 31
st 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.
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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
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