Share Exchange Agreement


    


    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;

            


    

     

    
      
        
        

      

      
        Page
          - 1

        
          

        

      

      
        
        

      

    

     

    
      	
              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;


            


    

     

    
      
        
        

      

      
        Page
          - 2

        
          

        

      

      
        
        

      

    

    
 

    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.

     

    
      
        
        

      

      
        Page
          - 3

        
          

        

      

      
        
        

      

    

    
 

    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.

     

    
      
        
        

      

      
        Page
          - 4

        
          

        

      

      
        
        

      

    

    


    


    


    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.


     

    
      
        
        

      

      
        Page
          - 5

        
          

        

      

      
        
        

      

    

    
 

    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.

     

    
      
        
        

      

      
        Page
          - 6

        
          

        

      

      
        
        

      

    

    
 

    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).

     

    
      
        
        

      

      
        Page
          - 7

        
          

        

      

      
        
        

      

    

    


    


    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.

     

    
      
        
        

      

      
        Page
          - 8

        
          

        

      

      
        
        

      

    

    


    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.
                

            


    

     

    
      
        
        

      

      
        Page
          - 9

        
          

        

      

      
        
        

      

    

    
 

    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

    


    
      
        
        

      

      
        Page
          - 10

        
          

        

      

      
        
        

      

    

     

    


    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.

    



    
      
        
        

      

      
        Page
          - 11

        
          

        

      

      
        
        

      

    


    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

    


          

    
      
        
        

      

      
        Page
          - 12