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Exhibit 10.5
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 Weihe Appliances Co., Ltd., a Zhongshan City
corporation in China ("Weihe Appliance"), and the shareholders of
Weihe Appliance (the "Weihe Shareholders").
WHEREAS,
the parties previously entered into that certain share exchange
agreement, dated June 26, 2007, among Home System, Holy (HK)
Limited, Oceanic Well Profit, Inc., Weihe Appliances, and the
shareholders of Weihe Appliances (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 one another 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Agreement is hereby rescinded and terminated and is of no further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 Weihe Appliance
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 Weihe Appliance or the
Weihe Shareholders, as the case may be. Weihe Appliance and each of
the Weihe 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. Weihe Appliance
and each of the Weihe 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 Weihe Appliance or the Weihe
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 a
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