Exhibit 10.1


     

    
      
 Exhibit
      10.1

    
      
 

     

    
       

      
        
          
          

        

        
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      SHARE
        EXCHANGE AGREEMENT

      


      


      THIS
        AGREEMENT made
        as
        of the 31st
        day of
        March, 2006  

      


      AMONG:  JML
        Holdings, Inc., (“JML”), a Nevada corporation

      


      AND:  BAO
        SHINN
        EXPRESS INTERNATIONAL LTD., (“Bao Shinn”)

      a
        Hong
        Kong corporation

      


      AND: Bao
        Shinn
        Express Company Ltd., Wong Yun Leung, Kan Pan Hung, Chiu Lin Chiu Luan, Lam
        In
        Wai, Pang Hoi Ping, (the “Bao Shinn Shareholders”)

      


      (all
        collectively referred to as “the Parties”)


       

      WITNESSES
        THAT WHEREAS:

       

       

      
        	A.  	
                Bao
                  Shinn is engaged in the business of selling passenger tickets for
                  a number
                  of airlines and providing travel package services.
                  

              


      

       

      
        	B.  	
                The
                  Bao Shinn Shareholders are the owners, of record and beneficially,
                  of all
                  the issued and outstanding capital stock and ownership interests
                  of Bao
                  Shinn (the “Bao Shinn Shares”). 

              


      

       

      
        	C.  	
                Subject
                  only to the limitations and exclusions contained in this Share
                  Exchange
                  Agreement (the “Agreement”) and on the terms and conditions set forth
                  below, Bao Shinn and the Bao Shinn Shareholders desire to sell
                  and JML
                  desires to purchase all of the Bao Shinn Shares, in exchange for
                  shares in
                  the common stock of JML. 

              


      

       

      NOW
        THEREFORE, in consideration of the respective covenants, representations,
        warranties and agreements contained in this Agreement, and intending to be
        legally bound, the Parties agree as follows:

       

      1.0 RECITALS
        The
        above recitals are incorporated into and shall form part of this
        Agreement.

       

      
        	
                2.0

              	
                DEFINITIONS

              


      

       

      
        	
                2.1
                  

              	
                “Agreement”
                  means this Share Exchange Agreement and all of its attached exhibits
                  and
                  schedules; “hereof,” “hereto,” and “hereunder” and similar expressions
                  mean and refer to this Agreement and not to any particular Section
                  or
                  paragraph; “Section,” “paragraph” or “clause” means and refers to the
                  specified article, section, paragraph or clause of this
                  Agreement;

              


      

       

      
        
          
          

        

        
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                2.2
                  

              	
                “Acquired
                  Assets” means all right title and interest of Bao Shinn in and to the
                  properties, assets and rights of every nature, kind and description,
                  tangible and intangible (including goodwill), whether real, personal
                  or
                  mixed, whether accrued, contingent or otherwise and whether now
                  existing
                  or hereinafter acquired primarily relating to or used or held for
                  use in
                  connection with the business of Bao Shinn;


              


      

      


      
        	
                2.3
                  

              	
                “Assumed
                  Liabilities” means any and all liabilities, obligations and commitments
                  relating exclusively to the Business or the Acquired Assets;
                  

              


      

      


      
        	
                2.4
                  

              	
                “Bao
                  Shinn” has the meaning set forth in the preface above, and for the
                  purposes of the representations, warranties, covenants and agreements
                  herein, includes all subsidiaries; 

              


      

      


      2.5    “Bao
        Shinn Shares” has the meaning set forth in the recitals above;

       

      2.6    “Bao
        Shinn Shareholders” has the meaning set forth in the preface above.


      


      
        	
                2.7
                  

              	
                “Business”
                  means the business of selling passenger tickets for a number of
                  airlines
                  and providing travel package services and all other business presently
                  and
                  heretofore carried on by Bao Shinn, to be acquired by JML pursuant
                  to this
                  Agreement, consisting of the Bao Shinn Shares, the Acquired Assets,
                  and
                  the Assumed Liabilities;

              


      

       

      
        	
                2.8

              	
                “Closing”
                  means the completion of the sale and purchase of the Bao Shinn
                  Shares by
                  the transfer and delivery of documents of title and the payment
                  of the
                  purchase price as contemplated in this Agreement;
                  

              


      

      


      
        	
                2.9

              	
                “Closing
                  Date” means the 31st day of March, 2006, or such other date as the Parties
                  may agree as to the date upon which the Closing shall take place;
                  

              


      

      


      
        	
                2.10
                  

              	
                “Closing
                  Time” means 4:00 p.m. Hong Kong time on the Closing Date or such other
                  time on the Closing Date as the Parties may
                  agree;

              


      

       

      
        	
                2.11

              	
                “GAAP”
                  means generally accepted accounting principles, either in Hong
                  Kong or the
                  United States, as the context requires or as otherwise indicated,
                  consistently applied as in effect from time to
                  time;

              


      

       

      2.12    “JML”
has
        the meaning set forth in the preface above; 

      


      
        	
                2.13
                  

              	
                “JML
                  Shares” means 16,500,000 common shares in the capital stock of JML to be
                  issued to the Bao Shinn Shareholders in full payment and satisfaction
                  of
                  the Purchase Price. The distribution of the JML Shares shall be
                  pursuant
                  to the distribution set forth on Schedule 1;


              


      

      


      
        
          
          

        

        
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      2.14    “Purchase
        Price” shall have the meaning set forth in Section 4.2 below; 

      


      2.15    “SEC”
        means the United States Securities and Exchange Commission; 

      


      
        	
                2.16
                  

              	
                “Securities
                  Act” means collectively the Securities Act of 1933, as amended, and
                  the
                  rules and regulations promulgated
                  thereunder;

              


      

      


       3.0 SCHEDULES
        AND EXHIBITS

      


      3.1
        The
        following are the Schedules and Exhibits annexed hereto and incorporated
        by
        reference and deemed to be part of this Agreement:

      


      Schedule
        1  - Distribution
        of Shares of JML Holdings Corp. to Bao Shinn 

      
        	 	 	 	 	 	
                Shareholders

              


      

      Schedule
        2  - Audited
        Financial Statements of Bao Shinn for the years ended 

      
        	 	 	 	 	 	
                March
                  31, 2004 and 2005 and three months ended June 30, 2005,
                  

              


      

      
        	 	 	 	 	 	
                and
                  Consolidated Financial Statements of JML and Bao
                  Shinn

              


      

      Schedule
        3  - Tenancy
        Agreement of Bao Shinn

      Schedule
        4  - Merger
        Agreement

      


      4.0 SALE
        AND PURCHASE

      


      4.1 Share
        Acquisition.
        Subject
        to and upon the terms and conditions set forth in this Agreement, on the
        Closing
        Date, the Bao Shinn Shareholders will sell to JML, and JML will purchase
        all
        right, title and interest in and to all classes of shares of Bao Shinn (the
“Bao
        Shinn Shares”) then outstanding.

       

      4.2 Purchase
        Price.
        The
        purchase price payable by JML to the Bao Shinn Shareholders for the Bao Shinn
        Shares is $1,650,000.00 in U.S. currency (the “Purchase Price”) payable on the
        Closing Date by the issuance of 16,500,000 common shares in the capital stock
        of
        JML (the “JML Shares”).

      


      4.3 Registration
        for Resale. Upon completion of the sale and transfer of the Bao Shinn Shares
        to
        JML, JML shall also file a Form SB-2 or similar registration statement with
        the
        SEC covering the sale of up to 2,500,000 shares in the common stock of JML
        held,
        or to be held by current and future shareholders of JML.

      


      4.4 Quotation
        on OTCBB.
        Immediately upon the effectiveness of a registration statement filed with
        the
        SEC registering a class of securities of JML, JML will apply and take all
        necessary steps to have trades in its shares cleared for quotation on the
        NASD
        Over-the-Counter Bulletin Board.

       

      
        
          
          

        

        
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      4.5  Financing.
        Upon
        quotation of the Bao Shinn Shares on the NASD Over-the-Counter 

      Bulletin
        Board, JML shall complete a registered public offering of a minimum of 1,000,000
        shares and a maximum of 2,000,000 shares of its common stock (the “Public
        Offering”) at an estimated price of USD $0.30 per share for gross proceeds of
        between USD $300,000 and USD $600,000 before commissions. 

      Commissions
        on the Public Offering will be 3.0% of the gross proceeds. JML will file
        a Form
        SB-2 or similar registration statement with the SEC in order to register
        the
        Public Offering for sale to the public. 

      


      4.6 Closing.
        The
        Closing shall take place at the Closing Time at the offices of Bao Shinn,
        or


      at
        such
        other time and place as may be agreed to by Bao Shinn and JML.

       

      5.0 REPRESENTATIONS
        AND WARRANTIES OF EACH
        SHAREHOLDER 

      


      5.1 Right
        to Sell.
        Each
        Bao Shinn Shareholder, with respect to the Bao Shinn Shares held by such
        shareholder, represents and warrants that they are the sole registered and
        beneficial owner of the Bao Shinn Shares held by them, free and clear of
        all
        liens, charges, pledges, security interests, demands, adverse claims, rights,
        or
        other encumbrances whatsoever, and no person, firm or corporation other than
        JML
        now or at Closing will have any right, option, agreement or arrangement capable
        of becoming an agreement for the acquisition of any of the Bao Shinn Shares
        held
        by them or any interest therein.

      


      5.2 Due
        Authorization.
        Each
        Bao Shinn Shareholder represents and warrants that such Shareholder is legally
        competent to enter into this agreement, that each such Shareholder has all
        necessary power, authority and capacity to enter into this Agreement and
        to
        perform the obligations hereunder, that each such Shareholder is entering
        into
        this Agreement free of duress or other non-disclosed inducement. Each Bao
        Shinn
        Shareholder represents that they have either sought legal counsel for purposes
        of review and advice concerning this Agreement or have intentionally waived
        such
        legal counsel. 

      


      5.3 Valid
        and Binding Obligation.
        This
        Agreement when executed will constitute the legal, valid, and binding obligation
        of each Bao Shinn Shareholder hereunder, enforceable against each Bao Shinn
        Shareholder in accordance with its terms.

      


      5.4 Litigation
        and Claims.
        There
        is no suit, action, litigation, investigation, or administrative, governmental,
        arbitration or other proceeding, including without limitation appeals and
        applications for review, in progress, or to the best knowledge and belief
        of
        each Bao Shinn Shareholder, pending or threatened against or relating to
        the Bao
        Shinn Shareholder, or affecting its respective properties or business, or
        affecting the right of such Shareholder to enter into this Agreement or perform
        Shareholder’s obligations hereunder.

       

      5.5 Residency.
        Each Bao
        Shinn Shareholder represents and warrants to JML that they are not a resident
        of
        the United States and will not be a resident of the United States at the
        Time of
        Closing, and that they were not in the United States at the time this Agreement
        was signed by such shareholder.

       

      
        
          
          

        

        
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      6.0 REPRESENTATIONS
        AND WARRANTIES OF BAO
        SHINN

      


      6.1
         Due
        Authorization.
        Bao
        Shinn has all necessary corporate power, authority and capacity to enter
        into
        this Agreement and the agreements and other instruments contemplated herein
        and
        to perform its respective obligations hereunder. The execution and delivery
        of
        this Agreement and the consummation of the transactions contemplated hereunder
        have been, and on the Closing Date will have been, duly authorized by all
        necessary company action on the part of Bao Shinn. Bao Shinn has all necessary
        power, authority and capacity to enter into this Agreement and the agreements
        and other instruments contemplated herein and the consummation of the
        transactions contemplated hereunder. This Agreement when executed constitutes,
        and on the Closing Date will constitute legal, valid and binding obligations
        of
        Bao Shinn, enforceable against Bao Shinn in accordance with its terms.


      


      6.2
         Organization
        and Good Standing.
        Bao
        Shinn is a corporation, duly incorporated, duly organized, validly existing,
        and
        in good standing under the laws of Hong Kong, and has all necessary power,
        authority and capacity to own or lease its property and assets (including,
        without limitation, the Acquired Assets) and to carry on the Business as
        presently conducted by it. Neither the nature of the Business nor the location
        or character of the property owned or leased by Bao Shinn requires Bao Shinn
        to
        be registered, recorded, licensed or otherwise qualified as a foreign
        corporation or to be in good standing in any jurisdiction other than in Hong
        Kong. 

      


      6.3 Financial
        Statements.
        Bao
        Shinn represents and warrants to JML that the unaudited
        financial statements of
        Bao
        Shinn for the years ended March 31, 2004 and 2005 and for three months ended
        June 30, 2005 (the “Financial Statements”), attached hereto as Schedule
        2,
        have
        been delivered to JML, and are prepared in accordance with GAAP and are true,
        correct, and complete and such financial statements present fairly the financial
        condition and the results of opera-tions, changes in equity, and cash flow
        of
        Bao Shinn as at the respective dates of and for the periods referred to in
        such
        financial statements, subject to adjustments that to the Best of Bao Shinn’s
        Knowledge are not material.

      


      6.4
         Assets.
        Bao
        Shinn has good title to all Acquired Assets free and clear of all Liens,
        except
        liens for current taxes not yet due. Prior to Closing, and on request of
        JML,
        Bao Shinn will provide any and all true and correct copies of instruments
        by
        which Bao Shinn holds property and inter-ests, all contracts, all insurance
        policies, opinions, abstracts, and surveys in the possession of Bao Shinn
        and
        relating to such the ownership or contractual rights to the Acquired Assets.
        

       

      6.5 No
        Undisclosed Liabilities.
        Except
        to the extent reflected or reserved against in the Financial Statements
        (including the notes thereto), or incurred subsequent to the date
        thereof,
        Bao
        Shinn
        does not have any material outstanding indebtedness or any material liabilities
        or obligations (whether accrued, determinable, absolute, contingent or
        otherwise). 

      


      6.6 Taxes.
        Bao
        Shinn has filed or caused to be filed, on a timely basis since inception,
        all
        federal, municipal or local tax returns that are or were required to be filed
        by
        or with respect to any of them, either separately or as a member of a group,
        pursuant to applicable legal requirements. All tax returns filed by (including
        any on a consolidated basis) Bao Shinn are true, correct, and complete.


       

      
        
          
          

        

        
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      6.7 Litigation
        and Claims.
        There
        is no suit, action, litigation, labour grievance or complaint, investigation,
        or
        administrative, governmental, arbitration or other proceeding, in progress,
        or
        to the best knowledge and belief of Bao Shinn pending or threatened against
        or
        relating to Bao Shinn, or affecting its respective properties or the Business,
        or affecting the Acquired Assets, or affecting the right of JML to enter
        into
        this Agreement or perform JML’s obligations hereunder.

      


      6.8 Leases.
        Bao
        Shinn is not a party to or bound by any leases of real property or agreements
        in
        the nature of leases of real property, or agreements to enter into such leases,
        other than those referred to in Schedule 3.
        All
        rental and other payments required to be paid by Bao Shinn pursuant to such
        leases or agreements have been duly paid and Bao Shinn is not otherwise in
        default in meeting their obligations under any such leases or agreements.
        No
        consent of any parties to such leases, licenses or agreements (other than
        Bao
        Shinn) is required by reason of the transactions contemplated
        hereby.

      


      6.9 Employees
        and Employment Contracts.
        There
        are set forth in Schedule
        4
        the
        names and titles of all the directors and officers of Bao Shinn, and of all
        personnel employed or engaged in the Business, together with particulars
        of the
        material terms and conditions of employment or engagement of such persons,
        including rates of remuneration, benefits and positions held. 

      


      6.10
         No
        Guarantees.
        Bao
        Shinn has not given or agreed to give, or are a party or bound by, any
        indemnity, or any guarantee of indebtedness or other obligations of third
        parties or any other commitment by which Bao Shinn or the Business is or
        is
        contingently responsible for such indebtedness or other
        obligations.

      


      7.0 REPRESENTATIONS
        OF JML

      


      7.1
         Due
        Authorization.
        JML has
        all necessary corporate power, authority and capacity to enter into this
        Agreement and the agreements and other instruments contemplated herein and
        to
        perform its respective obligations hereunder. This Agreement when executed
        constitutes, and on the Closing Date will constitute legal, valid and binding
        obligations of JML, enforceable against JML in accordance with its terms.
        

      


      7.2
         Organization
        and Good Standing.
        JML is
        a corporation, duly incorporated in September of 2005, duly organized, validly
        existing, and in good standing under the laws of Nevada. JML will deliver
        to Bao
        Shinn on request, prior to Closing, copies of its Organizational Documents
        as
        currently in effect.

      


      7.3 Assets
        and Liabilities.
        JML
        represents and warrants to Bao Shinn that JML is in the business of seeking
        an
        acquisition target and completing an acquisition thereof and as such has
        no
        assets or liabilities that would materially affect the business of Bao Shinn
        upon closing of the transactions contemplated hereby. 

      


      7.4
         Share
        Issuances.
        As at
        the date of this Agreement the issued and outstanding share capital of JML
        consists of 5,000,000 shares of common stock issued at USD $0.01 per share.
        These shares are subject to restrictions on resale pursuant to U.S. Federal
        securities laws and may only be resold in accordance with such laws, including
        pursuant to an effective registration statement. These shares are subject
        to
        restrictions on resale pursuant to U.S. Federal securities laws. The proceeds
        to
        JML from the sale of these shares will be applied towards the expenses incurred
        or to be incurred in connection with the transactions contemplated in this
        Agreement.

       

      
        
          
          

        

        
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      7.5 Litigation
        and Claims.
        There
        is no suit, action, litigation, labour grievance or complaint, investigation,
        or
        administrative, governmental, arbitration or other proceeding in progress,
        pending or threatened against or relating to JML.

      


      7.6 Full
        Disclosure.
        No
        representation or warranty of JML in this Agreement contains any untrue
        statement or omits to state a material fact. 

      


      7.7 Officers,
        Directors and Employees.
        JML has
        one officer and director, namely Kevin Polos, and has no employees.

      


      
        	
                8.0

              	
                CONDITIONS
                  PRECEDENT TO THE PERFORMANCE BY JML AND BAO SHINN OF THEIR OBLIGATIONS
                  UNDER THIS AGREEMENT

              


      

       

      8.1 JML’s
        Conditions.
        The
        obligation of JML to complete the purchase of the Bao Shinn Shares hereunder
        shall be subject to the satisfaction of, or compliance with, at or before
        the
        Closing Time, each of the following conditions precedent (each of which is
        hereby acknowledged to be inserted for the exclusive benefit of JML and may
        be
        waived by JML in whole or in part):

       

      (a)
        Due
        Diligence Review.
        The
        completion by JML of, to its satisfaction acting reasonably, a due diligence
        review of the affairs and business of Bao Shinn, such review to concluded
        on or
        before December 31, 2005, and all matters arising therefrom having been resolved
        prior to the Closing Time.

       

      (b) Truth
        and Accuracy of Representations of Bao Shinn at Closing Time.
        All of
        the representations and warranties of Bao Shinn and the Bao Shinn Shareholders
        made in or pursuant to this Agreement shall be true and correct in all material
        respects as at the Closing Time and with the same effect as if made at and
        as of
        the Closing Time (except as such representations and warranties may be affected
        by the occurrence of events or transactions expressly contemplated and permitted
        hereby).

       

      (c) Performance
        of Obligations.
        Bao
        Shinn shall have complied with and performed in all respects its obligations,
        covenants and agreements herein.

       

      (d)
        Approvals.
        Bao
        Shinn’s Board of Directors, by proper and sufficient vote respectively, shall
        have approved this Agreement and the transactions contemplated
        hereby.

       

      8.2 Bao
        Shinn’s Conditions.
        The
        obligation of Bao Shinn to complete the sale of the Acquired Assets hereunder
        shall be subject to the satisfaction of, or compliance with, at or before
        the
        Closing Time, each of the following conditions precedent (each of which is
        hereby acknowledged to be inserted for the exclusive benefit of Bao Shinn
        and
        may be waived by Bao Shinn in whole or in part):

       

      (a) Truth
        and Accuracy of Representations of JML at Closing Time.
        All of
        the representations and warranties of JML made in this Agreement shall be
        true
        and correct in all material respects as at the Closing Time and with the
        same
        effect as if made at and as of the Closing Time (except as such representations
        and warranties may be affected by the occurrence of events or transactions
        expressly contemplated and permitted hereby).

       

      
        
          
          

        

        
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      9.0 COVENANTS
        OF JML AND BAO SHINN

      


      9.1 Covenants
        of Bao Shinn.
        Bao
        Shinn covenants and agrees to do the following:

       

      (a)  Conduct
        Business in Ordinary Course.
        Except
        as otherwise contemplated or permitted by this Agreement, the Shareholders
        shall
        cause Bao Shinn during the period from the date of this Agreement to the
        Closing
        Time, to conduct the Business in the ordinary and usual course thereto and
        not,
        without the prior written consent of JML, to enter into any transaction or
        do
        any thing which, if effected before the date of this Agreement, would constitute
        or would cause a material breach of the covenants, representations and
        warranties contained herein. On Closing, Bao Shinn shall provide JML with
        updated financial statements, which can be management prepared, which shall
        comprehensively reflect all material changes and the financial position of
        Bao
        Shinn from December 31, 2002 up to the date of this Agreement.

      


      (b) Financial
        Statements.
        Bao
        Shinn will provide JML with audited financial statements prepared in accordance
        with U.S. GAAP and SEC filing requirements for a Form SB-2 registration
        statement on or before December 31, 2005 (Subject to change).

      


      (c) Correctness
        of Representations and Warranties.
        The Bao
        Shinn Shareholders and Bao Shinn shall cause each of the covenants,
        representations and warranties of Bao Shinn contained herein, including,
        without
        limitation, Section 6.0, to remain true and correct until and at each of
        the
        Closing Date and the Closing Time.

      


      (d) No
        Encumbrances.
        Each
        Bao Shinn Shareholder shall deliver to JML all right, title and interest
        in the
        Bao Shinn Shares, free and clear of all mortgages, liens, charges, security
        interests, adverse claims, pledges, demands, rights and other encumbrances
        of
        any nature or kind.

      


      (e) Board
        Approval.
        Bao
        Shinn shall obtain the adoption and approval of this Agreement and the
        transactions contemplated thereby from its Board of Directors or as otherwise
        required by British Columbia Law.

      


      9.2 Covenants
        of JML.
        JML
        covenants and agrees that JML shall do the following:

       

      (a) Correctness
        of Representations and Warranties.
        JML
        shall cause each of the covenants, representations and warranties of JML
        contained herein to remain true and correct until and at each of the Closing
        Date and the Closing Time.

      


      (b) Board
        Approval.
        JML
        shall obtain the ratification, adoption and approval of this Agreement and
        the
        stock issuances and transactions contemplated thereby from its Board of
        Directors or as otherwise required by Nevada Law.

       

      
        
          
          

        

        
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      10. CLOSING
        

      


      10.1 Date
        and Location of Closing.
        The
        Closing of the transactions contemplated in this Agreement shall occur no
        later
        than 4:00p.m. time on March 31, 2006, at the offices of Bao Shinn, or such
        other
        date and location agreed to by Bao Shinn and JML.

      


      10.2 Closing
        Deliveries of Bao Shinn.
        At the
        Time of Closing, Bao Shinn and the Bao Shinn Shareholders, shall deliver
        the
        JML:

       

      
        	(a)  	
                share
                  certificates representing the Bao Shinn Shares duly endorsed for
                  transfer
                  to JML;

              


      

      


      
        	(b)  	
                certified
                  copies of resolutions of the directors of Bao Shinn authorizing
                  and
                  approving the transfer of the Bao Shinn Shares, registration of
                  the Bao
                  Shinn Shares in the name of JML, the issuance of a new share certificate
                  in the name of JML representing the Bao Shinn Shares, and entry
                  of the
                  name and address of JML into the register of members of the Company;
                  

              


      

      


      
        	(c)  	
                Certified
                  copies of resolutions of the directors of Bao Shinn as are to be
                  passed to
                  authorize the execution, delivery and implementation of this Agreement
                  and
                  all related transactions and
                  documents;

              


      

      


      
        	(d)  	
                Consents
                  to act as a directors and officers of JML of 2 or more directors
                  and
                  officers nominated by Bao Shinn.

              


      

      


      10.3 Closing
        Deliveries of JML.
        At the
        Time of Closing, JML shall deliver to Bao Shinn the following:

      


      
        	(a)  	
                share
                  certificates representing the JML Shares in the names of the Bao
                  Shinn
                  Shareholders in the amounts disclosed in Schedule
                  2.15;

              


      

      


      
        	(b)  	
                certified
                  copies of resolutions of the director(s) of JML authorizing and
                  approving
                  the issuance of the JML Shares, registration of the Bao Shinn Shareholders
                  on the register of members of JML, and the issuance of the new
                  share
                  certificates representing such JML Shares;


              


      

      


      
        	(c)  	
                all
                  corporate records and books of account of JML, including without
                  limitation, the minute books;

              


      

      


      
        	(d)  	
                certified
                  copies of such resolutions of the director(s) of JML as are to
                  be passed
                  to authorize the execution, delivery and implementation of this
                  Agreement
                  and of all related transactions and documents;


              


      

      


      
        	(e)  	
                certified
                  copies of resolutions of the director(s) of JML appointing the
                  nominees of
                  Bao Shinn as officers and directors effective upon Closing;
                  and

              


      

      


      
        	(f)  	
                the
                  signed resignations of each director and officer of JML.
                  

              


      

       

      
        
          
          

        

        
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            - 10

          
            

          

        

        
          
          

        

      

      
 

      11.0 ADDITIONAL
        TERMS

      


      


      11.1 Survival
        of Representations, Warranties and Covenants of Bao Shinn.
        The
        representations, warranties and covenants of Bao Shinn contained in this
        Agreement or in any agreement, certificate or any other document delivered
        or
        given pursuant to this Agreement shall survive the completion of the
        transactions contemplated by this Agreement and, notwithstanding such completion
        or any investigation made by or on behalf of JML, shall continue in full
        force
        and effect for the benefit of JML for a period of 1 year from the Closing
        Date.

      


      11.2 Survival
        of Representations, Warranties and Covenants of JML.
        The
        covenants, representations, and warranties of JML contained in this Agreement
        or
        in any agreement, certificate or any other document delivered or given pursuant
        to this Agreement shall survive the completion of the transactions contemplated
        by this Agreement and, notwithstanding such completion or any investigation
        made
        by or on behalf of Bao Shinn, shall continue in full force and effect for
        the
        benefit of Bao Shinn for a period of 1 year from the Closing Date. 

      


      11.3 Enurement
        and Assignment.
        This
        Agreement shall be binding upon and enure to the benefit of the Parties named
        herein and their respective successors and permitted assigns. No Party may
        assign either this Agreement or any of its rights, interests, or obligations
        contained in this Agreement without the prior approval of the other
        Parties.

      


      11.4
         Whole
        Agreement.
        This
        Agreement constitutes and contains the entire agreement of the Parties, and
        supersedes any and all prior negotiations, correspondence, understandings,
        letters of intent and agreements between the Parties.

      


      11.5
         Notice.
        Any
        notice, request, demand, claim, instruction, or other document to be given
        to
        any party pursuant to this Agreement shall be in writing delivered personally
        or
        sent by mail, registered or certified, postage fully prepaid, as
        follows:

       

      If
        to Bao
        Shinn, to the following address:

      


      Bao
        Shinn
        International Express Ltd.

      Flat
        A
& B 8/F 8 Hart Avenue Tsim Sha Tsui

      Kowloon,
        Hong Kong.

      Attn:
        Benny Kan

      


      If
        to
        JML, to the following address,

      JML
        Holdings, Inc.

      5398
        Jamestown Road, San Diego, CA 92117

      USA

      Attn:
        Kevin Polis

      


      If
        to
        Shareholders, to the following address,

      The
        Shareholders of Bao Shinn

      c/o
        Bao
        Shinn International Express Ltd

      at
        the
        address above.

      Attn:
        Happy Pang

      


      
        
          
          

        

        
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            - 11

          
            

          

        

        
          
          

        

      

       

      


      Any
        party
        may give any notice, request, demand, claim, instruction, or other document
        under this section using any other means (including expedited courier,
        facsimile, ordinary mail, or electronic mail), but no such notice, request,
        demand, claim, instruction, or other document shall be deemed to have been
        duly
        given unless and until it actually is received by the individual for whom
        it is
        intended. Any party may change its address for purposes of this section by
        giving notice of the change of address to the other party in the manner provided
        in this section.

      


      11.6 Validity.
        Any term
        or provision of this Agreement that is invalid or unenforceable in any situation
        in any jurisdiction shall not affect the validity or enforceability of the
        remaining terms and provisions hereof or the validity or enforceability of
        the
        offending term or provision in any other situation or in any other
        jurisdiction.

      


      11.7 Time
        of Essence.
        With
        regard to all dates and time periods set forth or referred to in this Agreement,
        time is of the essence.

      


      11.8 Signatures.
        This
        Agreement may be executed in any number of counterparts, and delivered by
        facsimile, each of which shall be deemed an original but all of which together
        shall constitute one and the same instrument, and in making proof hereof
        it
        shall not be necessary to produce or account for more than one such counterpart.
        

      


      11.9 Applicable
        Law.
        This
        Agreement shall be construed in accordance with its terms and the laws of
        the
        United States.

      


       

      11.10 Exhibits
        and Schedules.
        The
        exhibits and schedules identified in this Agreement are incorporated herein
        by
        reference and made a part hereof.

       

      


      11.11 Currency.
        Unless
        otherwise noted, all dollar amounts herein are in United States
        currency.

      



      
        
          
          

        

        
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            - 12

          
            

          

        

        
          
          

        

      


      12.0 SIGNATURES

      


      IN
        WITNESS WHEREOF, this Agreement has been signed by each of the Parties effective
        the date noted above:

      


       

      JML
        HOLDINGS, INC.      

       

      


      /s/
        Kevin A. Polis       

      Authorized
        Signatory     

      


      


      


      Bao
        Shinn International Express Ltd.

      


      


      /s/
        Ricky Chiu    

      Authorized
        Signatory

      


      


      


      The
        Shareholders of Bao Shinn International Express Ltd.

      


      


      /s/
        Ricky Chiu      /s/
        Wong Yun Leung  

      Bao
        Shinn
        Express Company Ltd   Wong
        Yun
        Leung

       

           

       

      


       

      /s/
        Kan Pan Hung     /s/
        Chiu Lin Chiu Luan  

      Kan
        Pan
        Hung      Chiu
        Lin
        Chiu Luan

      


      


       

      


       

      /s/
        Lam In Wai      /s/
        Pang Hoi Ping  

      Lam
        In
        Wai      Pang
        Hoi
        Ping

      


      
        
          
          

        

        
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