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Exhibit 10.4
TERMINATION AND RELEASE
AGREEMENT
THIS
TERMINATION AND RELEASE AGREEMENT dated as of February 7, 2008
(this "Agreement") is entered into by and among Home System Group,
a Nevada corporation ("Home System"), Holy (HK) Limited, a Hong
Kong corporation ("HHK") and a wholly-owned subsidiary of Home
System, Oceanic Well Profit, Inc., a wholly owned subsidiary of
Holy (HK) limited, (together with Home System and HHK, "HSG"),
Zhongshan City Juxian Gas Oven Co., Ltd, a Chinese corporation
("Juxian Gas"), and the shareholders of Juxian Gas (the "Juxian
Shareholders").
WHEREAS,
the parties previously entered into that certain share exchange
agreement, dated April 20, 2007, among HSG, Juxian Gas and the
Juxian Shareholders, as amended by that certain Letter Agreement
among the parties, dated June 29, 2007 (the "Share Exchange
Agreement");
WHEREAS,
the parties have determined that performance by all parties under
the Share Exchange Agreement is not feasible without unreasonable
expense and delay; and
WHEREAS,
the parties desire to terminate the Share Exchange Agreement and
release each other from all duties, obligations, covenants and
representations under or arising out of the Share Exchange
Agreement and to relinquish all of their respective rights, powers,
privileges, interests and claims under or arising out of the Share
Exchange.
NOW,
THEREFORE, in consideration of the mutual agreements set forth
herein and for such other good and valuable consideration the
receipt and adequacy of which is hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as
follows:
1.
Rescission, Termination
and Release . The Share Exchange Agreement is hereby rescinded
and terminated and is of no further force and effect, effective
immediately. As a result thereof, the Share Exchange Agreement
will, effective immediately, be deemed void, ab initio , and will impose
no further obligation on the parties thereto, all such obligations
to be deemed terminated effective immediately.
2.
Return of
Consideration . HSG hereby renounces any right or claim to
receive any assets or equity ownership in Juxian Gas in any form,
including in the form of warrants or common stock, pursuant to the
Share Exchange Agreement. To the extent that any such assets or
equity have been delivered or transferred to HSG, HSG shall
promptly return, transfer or convey, without additional
consideration, such assets or equity to Juxian Gas or the Juxian
Shareholders, as the case may be. Juxian Gas and each of the Juxian
Shareholders hereby renounce any right or claim to receive any
payment or consideration for assets or equity ownership in HSG
pursuant to the Share Exchange Agreement. Juxian Gas and each of
the Juxian Shareholders shall pay and return to HSG any such
payments made by HSG or made by third parties on behalf of HSG,
including any such payments made after the date hereof. Return of
such payments will be made promptly, but in no event later than ten
business days after the later date of the date hereof or the date
of receipt of such payments by Juxian Gas or the Juxian
Shareholders, or their agents or assigns, as the case may
be.
3.
Mutual Release .
In consideration of the mutual promises herein contained and such
other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, each party hereto hereby releases and
forever discharges the other party hereto, its officers, directors,
employees, agents and representatives from any and all claims,
liabilities, suits and damages arising or in any way related to the
Share Exchange Agreement and agrees not to commence any such suit
or make any su
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