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 pr
