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RESCISSION; TERMINATION AND SHARE
EXCHANGE AGREEMENT
RESCISSION; TERMINATION AND SHARE EXCHANGE
AGREEMENT, dated January 31, 2007 (this "
Agreement "), among Shenzhen iASPEC
Software Engineering Company Limited ("
iASPEC "), the shareholders of
iASPEC who are signatories hereto (each, an " iASPEC
Shareholder, " and collectively, the
" iASPEC Shareholders "),
including Jiang Huai Lin (" Mr. Lin
"), Bo Hai Wen Technology (Shenzhen) Company Limited
(" Bo Hai Wen "), China
Public Security Holdings Limited (" CPST BVI
") and Irish Mag, Inc. (" Irish
Mag "). Each of the parties hereto are
referred to as a " Party "
and collectively as the " Parties
".
BACKGROUND
Irish Mag is a U.S. public reporting company
whose common stock is quoted on the Over-the-Counter Bulletin Board
under the symbol "IRHM.OB". CPST BVI is a British Virgin Islands
company and it is Irish Mag’s wholly-owned subsidiary. Bo Hai
Wen is a company that was formed in the People’s Republic of
China and is CPST BVI’s wholly-owned subsidiary.
iASPEC is a company that was formed in the
People’s Republic of China. Mr. Lin is a controlling
shareholder of iASPEC. As a result of the Agreements (as defined
below) Mr. Lin became a controlling shareholder of Irish Mag and,
as a result of the transactions contemplated hereby, Mr. Lin will
remain a controlling stockholder of Irish Mag.
On January 17, 2006, Mr. Lin formed CPST BVI. On
June 23, 2006, CPST BVI formed Bo Hai Wen. On October 6, 2006, Mr.
Lin sold all of the issued and outstanding capital stock of CPST
BVI (the " BVI Stock ") to
Irish Mag for $50,000 (such sale of CPST BVI shares for cash being
referred to herein as the " BVI Stock Sale
Transaction ").
On October 16, 2006, Mr. Lin and Bo Hai Wen
entered into a Stock Purchase Agreement (the " Stock
Purchase Agreement "). Pursuant to the
Stock Purchase Agreement, on November 9, 2006, Mr. Lin caused
iASPEC to transfer to Bo Hai Wen (a) RMB 14,000,000 (approximately
$1,750,000) in cash (the " Cash Payment
") and (b) all of iASPEC’s accounts receivable
as of August 31, 2006, valued at RMB 27,286,172 (approximately
$3,410,771) (the " Accounts Receivable
"). In exchange for causing iASPEC to transfer the
Cash Payment and the Accounts Receivable, Bo Hai Wen transferred to
Mr. Lin 8,601,286 shares (the " SPA Shares
") of Irish Mag’s Common Stock.
On October 20, 2006, iASPEC and Bo Hai Wen
entered into a Software License Agreement (the "
Software License Agreement ").
Pursuant to the Software License Agreement, on November 13, 2006,
iASPEC transferred to Bo Hai Wen the right to use certain software
(" Software ") owned by
iASPEC in exchange for 16,898,714 shares (the "
Software Shares ") of Irish Mag
common stock. These shares were issued to the iASPEC
Shareholders.
On October 9, 2006, Bo Hai Wen entered into a
Business Turnkey Agreement (" Turnkey
Agreement ") with iASPEC. The Turnkey
Agreement contained the terms and provisions governing the future
cooperation between iASPEC and Bo Hai Wen whereby Bo Hai Wen would
provide services to iASPEC customers in exchange for revenues
generated by such customers.
The Parties desire to rescind the BVI Stock Sale
Transaction and to simultaneously restructure the arrangements
provided for by the Stock Purchase Agreement and the Software
License Agreement (collectively, the "
Agreements ") by terminating the
Agreements and entering into this Agreement. iASPEC and Bo Hai Wen
are also simultaneously amending and restating the Turnkey
Agreement on the date hereof to better define the commercial
arrangements between those Parties and to re-grant to Bo Hai Wen
the software license that had previously been granted to Bo Hai Wen
under the Software License Agreement. Finally, Mr. Lin is
simultaneously exchanging the BVI Stock for 25,500,000 shares of
common stock of Irish Mag (the " Reissued Irish Mag
Shares "), being the sum of the Software
Shares and the SPA Shares.
AGREEMENT
NOW, THEREFORE, in consideration
of the mutual covenants and promises of the Parties and the terms
and conditions hereof, the Parties hereby agree as
follows:
1. RESCISSION OF BVI
STOCK SALE TRANSACTION
The BVI Stock Sale Transaction is hereby
rescinded in its entirety. Irish
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