REORGANIZATION AGREEMENT


     This  agreement  (this "Agreement") is made and entered into as of July 31,
2003  by  and  among:

-  Softstone,  Inc.,  a  Delaware  corporation  ("SOFS");

-  Keith  P.  Boyd;

-  Gene  F.  Boyd;

-  Betty  S.  Boyd;

-  TS  Electronics  Corporation,  a  Delaware  corporation  ("TSEC");  and

-  Wang  Jingyi,  and  Wang  Jianzhong  (the  "TSEC  Shareholders")


Keith, Gene and Betty Boyd shall sometimes be referred to herein as "the Boyds."

                                    RECITALS

     WHEREAS,     SOFS's  common  stock  is currently traded on the OTC Bulletin
Board,  and  SOFS  is  required  by  the Securities Exchange Act of 1934 to file
periodic reports with the Securities and Exchange Commission (the "Commission");
and

     WHEREAS,     SOFS's  business is the brokering of crumb rubber, the pursuit
of  opportunities  regarding  a  patented  process  for  the  devulcanization of
vulcanized  rubber,  and  the pursuit of opportunities for reconstituting reject
tires  into  useful  products;  and

     WHEREAS,     the  Boyds  own  approximately  50%  of the outstanding Common
Stock  of  SOFS,  which  shares  are "control" shares and thereby subject to the
Commission's  Rule  144  but  many of which shares have been held for periods in
excess  of  two  years and would be freely transferable 91 days after any of the
Boyds  ceased  to  be  an  affiliate  of  SOFS;  and

                                                                    Exhibit 10.4
                                                              Page 1 of 29 Pages

<PAGE>

     WHEREAS,  the parties hereto wish to effect a tax-free business combination
between  SOFS  and  TSEC  by  making TSEC a wholly-owned subsidiary of SOFS, and

     WHEREAS,  following  the  reorganization,  SOFS  Sub wishes to transfer its
rubber  business to the Boyds in exchange for their obtaining the release of all
debt  owed  by  SOFS:

     NOW  THEREFORE, in consideration of the following representations, promises
and  undertakings,  the  parties  hereto  hereby  agree  as  follows:

1.   Reorganization  of  SOFS.
     -------------------------

     1.1  SOFS  shall  be  reorganized,  as  follows:
          -------------------------------------------

          (a)  Prior  to  the  Closing  Date,  SOFS  (1)  shall  have effected a
stock  consolidation  whereby  all outstanding shares of SOFS common stock shall
have  been  consolidated  into  600,000  shares,  (2) shall have organized a new
Oklahoma  limited  liability  company  that  initially  will  be  a wholly-owned
subsidiary  ("SOFS Sub") of SOFS with Gene and Keith Boyd named as the managers,
(3)  effective  subsequent to the stock consolidation, shall have transferred to
SOFS Sub (i) all the assets of SOFS, (ii) 50,000 shares of common stock of SOFS,
and  (iii) 100,000 SOFS common stock purchase warrants, each warrant exercisable
at  $1.25  a share, such warrants to expire one year after the Closing Date with
the  shares underlying the warrants to be registered with the first registration
statement  filed by the post-merger company after a 6-month lockup period but no
later  than 9 months after the Closing Date if the warrants are in the money and
(4)  shall  have obtained the written consent of the record owners of a majority
of  the outstanding shares of common stock of SOFS to the reorganization of SOFS
as  set  forth  in  this  Reorganization Agreement with the consent of the Boyds
voting  their shares in the same proportion for or against the reorganization as
the  shareholders  who  give  their  written  consent  or  objection  vote.

          (b)  On  the  Closing  Date, the TSEC Shareholders shall purchase from
SOFS  5,350,000 shares of common stock of SOFS in a private placement under Rule
506  of  Regulation D of the Securities Act of 1933, as amended (the "Securities
Act"),  in  exchange  for the transfer to SOFS of all the capital stock of TSEC.
Each  of the TSEC Shareholders shall be a person or entity that would qualify as

                                                                    Exhibit 10.4
                                                              Page 2 of 29 Pages

<PAGE>

an "accredited investor," as such term is defined in Rule 501 under Regulation D
of the Securities Act, or as a "non-U.S. person", as such term is defined in the
Commission's  Regulation  S.  The  certificates  issued  in connection with such
purchase  shall  bear  a restrictive legend in substantially the following form:

     The  securities  represented  hereby  have  not  been  registered under the
Securities  act of 1933, as amended (the "Act"), or under the securities laws of
certain states.  These securities are subject to restrictions on transferability
and  resale  and  may not be transferred or resold except as permitted under the
Act  and  the  applicable  state securities laws, pursuant to registration or an
exemption  therefrom.  Investors  should  be  aware that they may be required to
bear  the  financial  risks of this investment for an indefinite period of time.
The  issuer  of  these  securities may require an opinion of counsel in form and
substance satisfactory to the issuer to the effect that any proposed transfer or
resale  is  in compliance with the act and any applicable state securities laws.

          (c)  On  the  Closing  Date,  the  Boyds  shall  demonstrate to TSEC's
satisfaction  that  they  have  paid  or  obtained  the  written  release of all
pre-Closing   liabilities  of   SOFS,  specifically   excluding  any  claims  or
liabilities  that  may  arise  as  a  result  of  or  in  connection  with   the
reorganization of SOFS as contemplated by this Agreement. The Boyds and SOFS Sub
will  be indemnified by TSEC for any liabilities that may arise as a result of a
breach  by  TSEC  or  the  TSEC  Shareholders  of  any representation, warranty,
condition  or covenant contained in this Reorganization Agreement as provided in
Section  5.1(h).  Similarly, TSEC and the TSEC Shareholders shall be indemnified
by SOFS Sub against any liabilities arising either from a failure of SOFS Sub or
the  Boyds  to  discharge  or pay all liabilities of SOFS that existed up to the
time  of  the  closing  of  the  transaction  described  in  this Reorganization
Agreement  or relating to any breach by SOFS or the Boyds of any representation,
warranty,  condition  or  covenant  contained  in this Reorganization Agreement.
These  cross-indemnifications  are   contained   in   the   First   and   Second
Indemnification  Agreements,  forms of which are attached hereto as Exhibits 5.1
(h)  and  6.1  (h).

          (d)  On  the  Closing  Date,  all  but  one  of  the directors of SOFS
shall  resign, and the remaining SOFS director shall elect a designee of TSEC to
fill  this vacancy and become a director of SOFS ("the TSEC Director Designee").

                                                                    Exhibit 10.4
                                                              Page 3 of 29 Pages

<PAGE>

The  remaining  SOFS  director  shall then resign as a director of SOFS, and the
present  SOFS  officers  shall  resign  as  officers  of  SOFS.

               (e)  On  the  Closing  Date,  the  TSEC  Director  Designee shall
fill  the  vacancies  created  on the SOFS board by electing persons selected by
TSEC.

               (f)  As  a   result  of   the  transaction   described  above  in
paragraph  1.1 (b) and by the operation of law, TSEC shall become a wholly-owned
subsidiary  of  SOFS. SOFS's name shall be changed to  "TS Electronics, Inc." or
such  other  name  as  may  be  designated  by  TSEC.

               (g)  Subsequent to the Closing, SOFS shall prepare an information
statement  stating  that  the  written consent was obtained of a majority of the
outstanding  shares  to  the  transfer to the Boyds of all of SOFS's interest in
SOFS  Sub  (the  "SOFS  Sub  Transaction")  and  to the other provisions of this
Reorganization  Agreement.  The purchase price the Boyd's shall pay for SOFS Sub
shall  be the written release by the Boyds of all debt of SOFS owed to the Boyds
and  their paying or their obtaining the written release of debt owed by SOFS to
all  other creditors  (the "SOFS Sub Consideration").  The information statement
shall  be  prepared  in  compliance  with  Regulation  14A  under the Securities
Exchange  Act  of  1934,  as  amended,  shall be filed with the SEC and shall be
mailed  to  the  SOFS  shareholders  that  did not give their written consent as
described  above.

               (h)     The  Boyds and the TSEC Shareholders shall each execute a
lockup  agreement  (the "Lockup Agreement"), effectively locking up their shares
of  SOFS  common  stock until the earlier to occur of (1) the expiration of nine
months  following the Closing Date or (2) the effectiveness at the SEC of a TSEC
registration  statement  filed  to register for resale shares of TSEC securities
sold  to  institutional  or  other  investors  after  the  Closing  Date.


2.   Representations  by  SOFS.  SOFS  represents  as  follows:
     ----------------------------------------------------------

     2.1  DUE  ORGANIZATION.  SOFS  is  a  corporation  duly  organized, validly
existing  and  in  good  standing under the laws of the State of Delaware and is

                                                                    Exhibit 10.4
                                                              Page 4 of 29 Pages

<PAGE>

authorized  to  transact  its  business and is in good standing in each state in
which  its  ownership   of  assets   or  conduct   of  business   requires  such
qualifications.  All  actions taken by the current directors and stockholders of
the  Company  have  been  valid  and  in  accordance  with  applicable  law.

     2.2  COMPANY AUTHORITY. Subject to shareholder approval of the transactions
contemplated  by  this  Agreement, SOFS has the right, power, legal capacity and
authority  to  execute and deliver this Agreement and to perform its obligations
under  this  Agreement  and  the  documents,  instruments and certificates to be
executed  and  delivered  by  it  pursuant  to this Agreement. The execution and
delivery  of  and  performance of the obligations contained in this Agreement by
SOFS  and  all documents, instruments and certificates made or delivered by SOFS
pursuant  to this Agreement, and the transactions contemplated hereby, have been
duly  authorized  by  all  necessary  action  on  the  part  of  SOFS.

     2.3  VALID  EXECUTION.   Subject    to   shareholder   approval   of    the
transactions  contemplated  by  this Agreement, the terms and provisions of this
Agreement and all documents, instruments and certificates made or delivered from
time to time by SOFS hereunder and thereunder shall constitute valid and legally
binding  obligations  of  SOFS,  enforceable against SOFS in accordance with the
terms  hereof  and  thereof.

     2.4  DUE  AUTHORIZATION.  The  execution  and  delivery  of  this Agreement
by  SOFS  do  not  require  any consent of, notice to or action by any person or
governmental  authority.  The  performance  of  this  Agreement  by SOFS and the
consummation  by  SOFS  of the transactions contemplated hereby will not require
any  consent  of,  notice  to or action by any person or governmental authority.

     2.5  NO  VIOLATION  OF  CORPORATE  DOCUMENTS  OR  AGREEMENTS.   The  making
and  performance  of  this  Agreement  by  SOFS  and  the  consummation  of  the
transactions  contemplated  hereby  will  not result in a breach or violation by
SOFS  of  any  of the terms or provisions of, or constitute a default under, any
indenture,  mortgage,  deed  of  trust  (constructive or other), loan agreement,
lease,  franchise,  license  or  other  agreement or instrument to which SOFS is
bound,  any  statute,  or any judgment, decree, order, rule or regulation of any
court or governmental agency or body applicable to SOFS or any of the properties
of  SOFS.

                                                                    Exhibit 10.4
                                                              Page 5 of 29 Pages

<PAGE>

          2.6  FINANCIAL  STATEMENTS.  Attached  hereto  as  Exhibit  2.6  are
financial  statements  of SOFS for its fiscal years ended June 30, 2001 and June
30,  2002,  which  have been audited in accordance with GAAP as set forth in the
auditor's report, and interim unaudited financial statements for the period from
July  1,  2002 through March 31, 2003. These financial statements present fairly
the financial condition and results of operations of its business, in accordance
with  generally  accepted  accounting  principles.  Since  March  31,  2003 (the
"Balance  Sheet  Date"), there has been no material adverse change in the assets
or  liabilities,  or in the business or condition, financial or otherwise, or in
the  results  of  operations  or  prospects, of SOFS, whether as a result of any
legislative  or  regulatory  change,  revocation  of any license or rights to do
business,  fire,  explosion,  accident, casualty, labor trouble, flood, drought,
riot, storm, condemnation, act of God, public force or otherwise and no material
adverse  change  in  the assets or liabilities, or in the business or condition,
financial  or  otherwise,  or  in the results of operation or prospects, of SOFS
except  in  the  ordinary  course  of  business.

     2.7  DIRECTORS  AND OFFICERS. As of the date hereof, the executive officers
and  directors  of SOFS are Keith P. Boyd, Frederick W. Parker, Gene F. Boyd and
Leo  Templer.

     2.8  AUTHORIZED  CAPITAL AND CERTAIN RIGHTS. SOFS has authorized capital of
30  million  shares of Common Stock. Of these shares and before giving effect to
the  stock  consolidation  described in paragraph 1.3 (a), 13,200,698 are issued
and  outstanding.  No  person  has  an  option  or a right to acquire any of the
unissued  shares  of  SOFS  common  stock. All of the outstanding shares of SOFS
common stock have been duly authorized and validly issued and are fully paid and
nonassessable.  None  of the outstanding shares of SOFS common stock were issued
in  violation  of  the  Securities  Act  or  any  state  securities  laws.

     2.9  NO  CLAIMS.  There  is  no  claim,  grievance,  action,  proceeding or
governmental  investigation  pending, or to SOFS's knowledge, threatened against
SOFS  that  would  materially  affect  its  assets  or  business.

                                                                    Exhibit 10.4
                                                              Page 6 of 29 Pages

<PAGE>

     2.10  SEC  REPRESENTATIONS.  Through  the  date  hereof, SOFS has filed all
forms, reports and documents with the Commission required to be filed by it("SEC
Reports").  SOFS  has  delivered and/or made available to TSEC true and complete
copies  of  the  required  SEC  Reports.  Such  SEC  Reports, at the time filed,
complied in all material respects with the requirements of the federal and state
securities  laws  and  the  rules  and  regulations of the Commission thereunder
applicable  to  such  SEC  Reports.  None  of the SEC Reports, including without
limitation, any financial statements or schedules included therein, contains any
untrue  statement of a material fact or omits to state a material fact necessary
in  order to make the statements made, in light of the circumstances under which
they  were  made,  not  misleading.

     2.11  NO  LITIGATION. SOFS is not a party to any suit, action, arbitration,
or  legal,  administrative,  or  other   proceeding,  or   pending  governmental
investigation.  SOFS  is not subject to or in default with respect to any order,
writ,  injunction,  or  decree  of  any federal, state, local, or foreign court,
department,  agency,  or  instrumentality.

     2.12  NO  TAXES.  To the best of SOFS's knowledge, it is not liable for any
income,  sales, withholding, real or personal property taxes to any governmental
agencies  whatsoever.  All  United  States  federal, state, county, municipality
local  or  foreign  income  tax  returns  and  all  other  material  tax returns
(including  foreign  tax returns) which are required to be filed by or on behalf
of SOFS have been or will be filed as of the Closing Date and all material taxes
due pursuant to such returns or pursuant to any assessment received by SOFS have
been or will be paid as of the Closing Date, except those being disputed in good
faith  and  for  which  adequate  reserves  have  been established. The charges,
accruals  and  reserves  on  the  books  of  SOFS  in  respect of taxes or other
governmental  charges  have  been  established  in  accordance  with  GAAP.

     2.13  MATERIAL  AGREEMENTS (a) Other than as fully described and previously
disclosed  in  SOFS's  Forms  10-KSB  and  10-QSBfilings,  SOFS is not currently
carrying on any business and is not a party to any contract, agreement, lease or
order  which  would  subject  it  to  any performance or business obligations or
restrictions in the future after the closing of the transactions contemplated by
this  Agreement.

                                                                    Exhibit 10.4
                                                              Page 7 of 29 Pages

<PAGE>

          (a)  There  are  no  executory  contracts  to  which  SOFS is a party,
including  employment  agreements  and  leases.

          (b)  SOFS  has  no  stockholder  contracts  or  agreements.

          (c)  SOFS  is not in default under any contract or any other document.

          (d)  SOFS has no written or oral contracts with any third party except
with  its  transfer agent, Securities Transfer Corporation, 2591 Dallas Parkway,
Suite  102,  Frisco,  TX  75034.

          (e)  SOFS  has  no  outstanding  powers of attorney and no obligations
concerning  the  performance  of  TSEC  concerning  this  Agreement.

          (f)  SOFS  has  all  material  Permits  ("Permits" means all licenses,
franchises,  grants,  authorizations, permits, easements, variances, exemptions,
consents, certificates, orders and approvals necessary to own, lease and operate
the properties, of, and to carry on the business of SOFS); (ii) all such Permits
are  in full force and effect, and SOFS has fulfilled and performed all material
obligations  with  respect  to  such  Permits; (iii) no event has occurred which
allows,  or after notice or lapse of time would allow, revocation or termination
by  the  issuer thereof or which results in any other material impairment of the
rights  of the holder of any such Permit, and (iv) SOFS has no reason to believe
that  any  governmental  body  or  agency is considering limiting, suspending or
revoking  any  such  Permit.

          (g)  Neither  SOFS nor, to the SOFS's knowledge, any employee or agent
of  SOFS  has  made  any payments of funds of SOFS , or received or retained any
funds,  in  each  case  in  violation  of  any  law,  rule or regulation or of a
character  required  to  be  disclosed  by  SOFS  in  any  of  the  SEC Reports.

          (h) There are no outstanding judgments or UCC financing instruments or
UCC  Securities  Interests  filed  against  SOFS  or  any  of  its  properties.

          (i)  SOFS has no debt, loan, or obligations of any kind, to any of its
directors,  officers, stockholders, or employees, which will not be satisfied at
the  Closing.

                                                                    Exhibit 10.4
                                                              Page 8 of 29 Pages

<PAGE>

          (j)  SOFS  does  not  have and will not have any assets at the time of
Closing other than as disclosed in the Company's Form 10-KSB's Audited Financial
Statements.  SOFS  does not own any real estate or any interests in real estate.
SOFS does not own any patents, copyrights, or trademarks other than as disclosed
in  the SOFS's 10-KSB. SOFS does license the intellectual property of others but
owes  no  fees  or  royalties  on  the  same.

2.14  NO  LIABILITIES.  SOFS does not have any debt, liability, or obligation of
any nature, whether accrued, absolute, contingent, or otherwise, and whether due
or  to  become  due,  that  is  not  reflected on SOFS's financial statements in
Exhibit  2.6  attached  hereto.

     2.15  COMPLIANCE  WITH LAW. To the best of its knowledge, SOFS has complied
with,  and  is  not  in  violation  of  any  provision of laws or regulations of
federal,  state  or  local  government  authorities  and agencies.  There are no
pending  or  threatened  proceedings against SOFS by any federal, state or local
government,  or  any  department,  board,  agency  or  other  body  thereof.

     2.16  SURVIVAL.  The  representations and warranties herein by SOFS will be
true and correct in all material respects on and as of the Closing with the same
force  and effect as though said representations and warranties had been made on
and  as  of  the  Closing  Date  and will, except, as otherwise provided herein,
survive  the  Closing  for  a  period  of  two  (2)  years.

3.   Representations  of  the  Boyds.   The  Boyds,  respectively,  jointly  and
     -------------------------------
severally  represent  as  follows:

     3.1  SHARE  OWNERSHIP.  The  numbers  of  shares  of  SOFS that each of the
officers  and directors of SOFS owns of record, beneficially or otherwise, as of
July  31,  2003,  are  as  follows:
<TABLE>
<CAPTION>

                                  Shares
                                  -------
<S>                              <C>
Keith  P.  Boyd                  1,586,337
Gene  F.  Boyd                   4,363,566
Betty  Boyd                        545,446
Frederick  W.  Parker              675,419
Leo  Templer                       127,225
</TABLE>

                                                                    Exhibit 10.4
                                                              Page 9 of 29 Pages

<PAGE>

          The  numbers of shares of SOFS owned of record or beneficially on July
31,  2003  by  persons  that  may  be  deemed  to  be  insiders  are as follows:
<TABLE>
<CAPTION>
                                        Total  Shares
                                        -------------
<S>                                       <C>
          Dennis  Atkins                    255,800
          Art  Beroff                       150,000
          Betty  Boyd                       545,446
          Gene  Boyd                      4,363,566
          Keith  Boyd                     1,586,337
          Cynthia  L.  Boyd                  50,000
          Gary  Bryant                      150,000
          Danilo  Caccuamatta               454,792
          Mariantonietta  Denti             173,623
          Al  Hunter                        216,816
          Richard  Hunter                    51,950
          Thomas  J.  Kenan                 278,777
          Suzanne  Kerr                     299,792
          Frederick  W.  Parker             675,419
          Russell  Family  L.P.             170,196
          Templemore  Partners              299,792
          Leo  Templer                      127,225
</TABLE>

     The  Boyds  hereby  agree,  respectively,  to  exert  their best efforts to
persuade  the  above-referenced  persons  that  may  be deemed to be insiders to
execute a lockup agreement similar in form and substance to the Lockup Agreement
executed  by  the  Boyds  in  accordance  with  Section  1(h)  hereof.

     3.2 TRANSFER OF TITLE. The Boyds are the record or beneficial owners of the
shares described above, free and clear of all liens and encumbrances. All of the
Boyds'  shares  have been duly authorized and are validly issued, fully paid and
non-assessable.  There  are  no  existing agreements, options, warrants, rights,
calls  or  commitments  of  any  kind to which any of the Boyds is a party or by
which  any of such persons is bound providing for the issuance of any shares, or
for  the  repurchase or redemption of shares, of SOFS's capital stock, and there
are  no  outstanding  securities  or  other  instruments  convertible  into  or
exchangeable  for  shares of such capital stock and no commitments to issue such
securities  or  instruments.

     3.3  NO  MATERIAL  MISSTATEMENT.  Neither SOFS, nor the Boyds, has made any
material misstatement of fact or omitted to state any material fact necessary or
desirable  to  make  complete, accurate and not misleading every representation,
warranty  and  agreement  set  forth  herein.

                                                                    Exhibit 10.4
                                                             Page 10 of 29 Pages

<PAGE>

     3.4  SOFS  REPRESENTATIONS.  The  Boyds,  respectively, adopt and remake as
their  own,  respectively,  on  a  joint  and  several  basis  each  and  every
representation  made  by  SOFS  in  Article  2.

     3.5  NO  LIABILITIES.  There  are  no  liabilities of the Boyds of any kind
whatsoever,  whether  accrued, contingent, absolute, determined, determinable or
otherwise,  which  could  be  charged  as  a  liability to SOFS, and to the best
knowledge  of  Boyds  there  is  no  existing  condition,  situation  or  set of
circumstances  which could reasonably be expected to result in such a liability.

4.   Representations of  TSEC  and  each of the TSEC Shareholders. TSEC and each
     -------------------------------------------------------------
of  the  TSEC  Shareholders  represents  as  follows:

     4.1  DUE  ORGANIZATION.  TSEC  is  a  corporation  duly  organized, validly
existing  and  in  good standing under the laws of Delaware and is authorized to
transact  its  business  and  is  in  good  standing  in each state in which its
ownership  of  assets  or  conduct  of  business  requires  such qualifications.

     4.2  AUTHORIZED CAPITAL AND CERTAIN RIGHTS. The authorized capital stock of
TSEC  consists  of 45,000,000 shares of common stock, $0.001 par value, of which
90,000  shares  are  issued  and  outstanding  (the  "TSEC  Shares").  The  TSEC
Shareholders  are  the record and beneficial owners of all the TSEC Shares, free
and  clear  of  all  liens and encumbrances. No legend or other reference to any
purported lien or encumbrance appears upon any certificate representing the TSEC
Shares. All of the TSEC Shares have been duly authorized and are validly issued,
fully  paid  and  non-assessable.  There  are  no  existing agreements, options,
warrants,  rights,  calls  or  commitments of any kind to which TSEC or any TSEC
Shareholder  is  a  party  or  by which any of such persons or entities is bound
providing for the issuance of any shares, or for the repurchase or redemption of
shares,  of  TSEC's  capital  stock,  and there are no outstanding securities or
other  instruments  convertible  into or exchangeable for shares of such capital
stock  and  no  commitments to issue such securities or instruments. None of the
TSEC  Shares  were  issued  in  violation  of  the  Securities  Act or any state
securities  laws.

                                                                    Exhibit 10.4
                                                             Page 11 of 29 Pages

<PAGE>

     4.3  COMPANY  AUTHORITY.  The  TSEC  Shareholders  and TSEC have the right,
power, legal capacity and authority to execute and deliver this Agreement and to
perform  their  obligations  under this Agreement and the documents, instruments
and  certificates to be executed and delivered by the TSEC Shareholders and TSEC
pursuant to this Agreement. The execution and delivery of and performance of the
obligations  contained  in  this Agreement by the TSEC Shareholders and TSEC and
all  documents,  instruments  and  certificates  made  or  delivered by the TSEC
Shareholders  and  TSEC  pursuant  to  this   Agreement,  and  the  transactions
contemplated hereby, have been or as of the Closing Date will be duly authorized
by all necessary action on the part of the TSEC Shareholders and TSEC. Each TSEC
Shareholder has, and on the Closing Date will have, good and marketable title to
the  TSEC  Shares proposed to be sold by such TSEC Shareholder and upon delivery
of  and payment for such shares hereunder, SOFS will acquire good and marketable
title  thereto,  free  and  clear  of all liens, encumbrances, equities, claims,
restrictions,  security  interests,  voting  trusts  or  other  defects of title
whatsoever.

     4.4  VALID  EXECUTION.  The  terms and provisions of this Agreement and all
documents,  instruments  and certificates made or delivered from time to time by
the  TSEC  Shareholders  and  TSEC hereunder and thereunder constitute valid and
legally  binding  obligations  of  the  TSEC  Shareholders and TSEC, enforceable
against  the  TSEC Shareholders and TSEC in accordance with the terms hereof and
thereof.

     4.5  DUE AUTHORIZATION. The execution and delivery of this Agreement by the
TSEC Shareholders and TSEC do not require any consent of, notice to or action by
any  person  or  governmental authority, which consent, notice or action has not
been  made,  given  or otherwise accomplished, and satisfactory evidence thereof
has  been  delivered  to  the  any  one  of  the  Boyds. The performance of this
Agreement  by  the  TSEC  Shareholders and TSEC and the consummation by the TSEC
Shareholders  and  TSEC of the transactions contemplated hereby will not require
any  consent  of,  notice  to or action by any person or governmental authority.

     4.6  NO  VIOLATION  OF  CORPORATE  DOCUMENTS  OR AGREEMENTS. The making and
performance  of this Agreement by each of the TSEC Shareholders and TSEC and the
consummation of the transactions contemplated hereby will not result in a breach

                                                                    Exhibit 10.4
                                                             Page 12 of 29 Pages

<PAGE>

or  violation by such TSEC Shareholder or TSEC of any of the terms or provisions
of,  or  constitute  a  default  under,  any  indenture, mortgage, deed of trust
(constructive  or  other),  loan  agreement,  lease, franchise, license or other
agreement  or  instrument  to  which such TSEC Shareholder or TSEC is bound, any
statute,  or  any  judgment,  decree,  order, rule or regulation of any court or
governmental  agency  or body applicable to such TSEC Shareholder or TSEC or any
of  the  properties  of  such  TSEC  Shareholder  or  TSEC.

     4.7  BUSINESS  PLAN  AND  COMPANY QUESTIONNAIRE. A current business plan of
TSEC (the "TSEC Business Plan") and written responses to a company questionnaire
earlier  furnished  to TSEC by Kenan will be furnished by e-mail to Kenan within
seven  days  after  the  execution of this Agreement. The TSEC Business Plan and
responses  to  the  questionnaire  will  be accurate and correct in all material
respects.

     4.8  FINANCIAL  STATEMENTS.  Attached  hereto  as Exhibit 4.8 are unaudited
financial  statements  of TSEC for its fiscal years ended September 30, 2002 and
September  30,  2002  and unaudited financial statements for its interim periods
ended  March  31,  2003  and  March  31,  2002,  prepared in accordance with the
Commission's Regulation S-B, Item 310. These financial statements present fairly
the financial condition and results of operations of its business, in accordance
with U.S. generally accepted accounting principles. TSEC covenants that it shall
timely  provide,  for  inclusion  in  a Form 8-K to be filed with the Commission
within  60 days after the Closing, audited financial statements (U. S. GAAP) for
its  fiscal  years  2001  and 2002 and unaudited interim financial statements as
required  by  the  Commission's  Regulation  S-B,  Item  310.

     4.9  DIRECTORS  AND OFFICERS. As of the date hereof, the executive officers
and  directors  of  TSEC  are:  Wang  Jingyi  and  Wang  Jianzhong.

     4.10  There  are  no  known  material  liabilities  of  TSEC, contingent or
matured,  which  are  not  reflected  on the balance sheet dated as of March 31,
2003,  and  which  arose  in  the  ordinary  course  of  business.

     4.11  NO  CLAIMS.  There  is  no  claim,  grievance,  action, proceeding or
governmental  investigation  pending, or to TSEC's knowledge, threatened against
TSEC  or  affecting  its  assets  or  business.

                                                                    Exhibit 10.4
                                                             Page 13 of 29 Pages

<PAGE>

     4.12  REPRESENTATIONS.  Neither  TSEC  nor any of the TSEC Shareholders has
made  any  material  misstatement  of fact or omitted to state any material fact
necessary  or  desirable  to  make  complete,  accurate and not misleading every
representation, warranty and agreement set forth herein or to be included in any
document  contemplated  herein.

5.   Conditions  Precedent  to  SOFS's  and  the  Boyds's  Obligations.
     ------------------------------------------------------------------

     5.1  Conditions  Precedent.  The  obligations  of  SOFS  and  the  Boyds to
consummate  the  transactions  contemplated  on  or  before the Closing Date are
subject  to  the  satisfaction,  on or before the Closing Date, of the following
conditions:

          (a) TSEC and the TSEC Shareholders shall have materially performed and
complied  with  all  covenants,  conditions  and  obligations  required  by this
Agreement  to  be performed or complied with by TSEC or the TSEC Shareholders on
or  before  the  Closing  Date.

          (b)  All  representations  and  warranties   of  TSEC  and   the  TSEC
Shareholders  contained  in  this  Agreement, the Exhibits, and in any document,
instrument  or  certificate  that  shall  be  delivered  by  TSEC  or  the  TSEC
Shareholders under this Agreement shall be materially true, correct and complete
on  and  as  though  made  on  the  Closing  Date.

          (c)  During  the  period  from  the  date  of  this  Agreement through
and  including the Closing Date:  (i) there shall not have occurred any material
adverse  change  affecting  TSEC; (ii) TSEC shall not have sustained any loss or
damage  that  materially  affects its ability to conduct its business; (iii) the
performance  by TSEC or the TSEC Shareholders shall not have been rendered, by a
change  in  circumstances  or  actions  by  third  parties  (including,  without
limitation,  a  change  in  any  law  or  actions  by a governmental authority),
impossible,  illegal,  commercially  impracticable  or capable of accomplishment
only  on  terms and conditions which require SOFS to incur substantially greater
costs  or  burdens  than SOFS or the Boyds reasonably anticipated on the date of
this  Agreement.

                                                                    Exhibit 10.4
                                                             Page 14 of 29 Pages

<PAGE>

          (d)  As  of  the  Closing  Date,  no  action  or  proceeding  shall be
completed,  pending  or  threatened against SOFS or any of the Boyds that has or
may  result  in  a judgment, decree or order that would prevent or make unlawful
the  consummation  of  the  transactions under this Agreement or have a material
adverse effect on SOFS or any of the Boyds and there shall be in effect no order
restraining  or  prohibiting  the  consummation of the transactions contemplated
under  this  Agreement  nor  any  proceedings  pending  with  respect  thereto.

          (e)     TSEC and the TSEC Shareholders shall have tendered to SOFS and
the  Boyds  all  documents,  certificates,  payments and other items required by
Section  7  hereof  to  be  delivered  to  SOFS  and  the  Boyds.

          (f)     A  disinterested  majority  of  the  shares  held  by  SOFS
Shareholders  shall  have  approved  of  the  transactions  contemplated by this
Agreement.

          (g)     TSEC and each of the TSEC shareholders shall have received any
consents  necessary  to  perform  their  obligations  under  this  Agreement.

          (h)     TSEC  shall  have  agreed  to indemnify the Boyds and SOFS Sub
against certain liabilities that may arise as a result of actions taken by TSEC,
its  officers  and  agents  in  connection  with  the reorganization of SOFS, by
executing  an  indemnification  agreement, a form of which is attached hereto as
Exhibit  5.1(h)  (the  "First  Indemnification  Agreement"). Similarly, SOFS Sub
shall  have  agreed  to  indemnify  TSEC  and  the TSEC Shareholders against any
liabilities  arising either from a failure of SOFS Sub or the Boyds to discharge
or pay all liabilities of SOFS that existed up to the time of the closing of the
transaction described in this Reorganization Agreement or relating to any breach
by  SOFS  or  the  Boyds  of any representation, warranty, condition or covenant
contained  in  this  Reorganization  Agreement,  by executing an indemnification
agreement,  a  form  of  which is attached hereto as Exhibit 6.1(h) (the "Second
Indemnification  Agreement").

          (i)     SOFS  shall have received any and all permits, authorizations,
approvals and orders under federal and state securities laws for the issuance of
SOFS's  Common  Stock, without the imposition of any conditions adverse to SOFS.

                                                                    Exhibit 10.4
                                                             Page 15 of 29 Pages

<PAGE>

          (j)  The  Boyds  shall have executed a Lock-up Agreement in accordance
with  Section  1(h)  hereof.

THE  SALES  OF  THE  SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT
BEEN  QUALIFIED WITH THE COMMISSIONERS OF CORPORATIONS OF THE STATES OF DELAWARE
OR  DELAWARE,  AND  THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF
ANY  PART OF THE CONSIDERATION THEREFORE PRIOR TO SUCH QUALIFICATION IS UNLAWFUL
UNLESS  THE  SALE OF SUCH SECURITIES IS EXEMPT FROM QUALIFICATION UNDER THE LAWS
OF  THOSE  STATES.  THE  RIGHTS  OF  ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.

     5.2  Waiver.
          -------

          (a)  SOFS  and  the  Boyds  may waive any or all of the conditions set
forth  in  Section  5.1  hereof  in  whole  or  in part; and no such waiver of a
condition  shall constitute a waiver by SOFS and the Boyds of any of their other
rights or remedies under this Agreement or otherwise at law or in equity if TSEC
or  any of the TSEC Shareholders should be in default of any of their covenants,
agreements,  representations  or  warranties  under  this  Agreement.

6.   Conditions Precedent  to  TSEC's  and  the  TSEC Shareholders' Obligations.
     ---------------------------------------------------------------------------

     6.1  Conditions Precedent. The obligation of TSEC and the TSEC Shareholders
to  consummate  the  transactions contemplated on or before the Closing Date are
subject  to  the  satisfaction,  on or before the Closing Date, of the following
conditions:

          (a)  SOFS  and  the  Boyds   shall  have   materially  performed   and
complied  with  all  covenants,  conditions  and  obligations  required  by this
Agreement  to  be  performed or complied with by SOFS and the Boyds on or before
the  Closing  Date.

          (b)  All  representations  and  warranties  of  SOFS  and   the  Boyds
contained  in  this  Agreement, the Exhibits, and in any document, instrument or
certificate  that  shall be delivered by SOFS and the Boyds under this Agreement
shall  be  materially  true,  correct  and complete on and as though made on the
Closing  Date.

                                                                    Exhibit 10.4
                                                             Page 16 of 29 Pages

<PAGE>

          (c)  During  the  period  from  the  date  of  this  Agreement through
and  including the Closing Date:  (i) there shall not have occurred any material
adverse  change  affecting  SOFS; (ii) SOFS shall not have sustained any loss or
damage  that  materially  affects its ability to conduct its business; (iii) the
performance  by  SOFS and the Boyds shall not have been rendered, by a change in
circumstances  or  actions  by  third  parties (including, without limitation, a
change  in any law or actions by a governmental authority), impossible, illegal,
commercially  impracticable or capable of accomplishment on terms and conditions
which  require  TSEC  to  incur substantially greater costs or burdens than TSEC
reasonably  anticipated  on  the  date of this Agreement;(iv) SOFS shall not (x)
enter  into  any  contract,  written or oral, or business transaction, merger or
consolidation, (y) incur any debts, loan or obligations or (z) or enter into any
agreements  with  its  officers,  directors or stockholders, without the express
written  consent  of  TSEC;  (v)  SOFS shall not amend or change its articles of
incorporation  or  bylaws,  or  issue  any  further  shares of SOFS common stock
without the express written consent of TSEC; (vi) SOFS shall not issue any stock
options,  warrants or other rights or interests in SOFS common stock; (vii) SOFS
shall  not  declare  any  dividend in cash or stock, or any other benefit to its
stockholders;  (viii)  SOFS  shall  not  institute  any bonus, employee benefit,
profit  sharing, stock option, pension plan or any other similar arrangement and
(ix)  SOFS shall arrange for the closure of its current bank account and deliver
all  bank  statements  pertaining  to  such  account  to  TSEC.

          (d)  As  of  the  Closing  Date,  no  action  or  proceeding  shall be
completed,  pending  or  threatened  against  TSEC  that  has or may result in a
judgment,  decree  or order that would prevent or make unlawful the consummation
of  the  transactions  under this Agreement or have a material adverse effect on
TSEC and the TSEC Shareholders and there shall be in effect no order restraining
or  prohibiting  the  consummation  of  the transactions contemplated under this
Agreement  nor  any  proceedings  pending  with  respect  thereto.

          (e)  SOFS  and  the  Boyds  shall  have   tendered  to  TSEC  and  the
TSEC Shareholders all documents, certificates, payments and other items required
by  Section  7  hereof  to  be  delivered  to  TSEC  and  the TSEC Shareholders.

                                                                    Exhibit 10.4
                                                             Page 17 of 29 Pages

<PAGE>

          (f)  The  holders  of  a  majority   of  the   outstanding  shares  of
voting  stock  of SOFS shall have approved the transactions contemplated by this
Agreement.

          (g)  SOFS   and  the  Boyds   shall   have   received   any   consents
necessary  to  perform  their  obligations  under  this  Agreement.

          (h)  SOFS  Sub  shall  have  indemnified  TSEC  and  the  TSEC
Shareholders  for  any liabilities of SOFS assumed by SOFS Sub and certain other
liabilities  described  in  paragraph 1.3 (c) of this Agreement, pursuant to the
terms  of  an  indemnification  agreement, a form of which is attached hereto as
Exhibit  5.1  (h)  (the  "Second  Indemnification  Agreement").

          (i)  At  Closing,  SOFS  Sub  shall  provide  to  SOFS  agreements
releasing  any and all unpaid debts owed by SOFS to the Boyds and to any and all
other  creditors,  such releases to be in form and content satisfactory to TSEC.

     6.2  Waiver.
          -------

          TSEC  and the TSEC Shareholders may waive any or all of the conditions
set  forth  in  Section  5.1 hereof in whole or in part; and no such waiver of a
condition  shall constitute a waiver by TSEC and the TSEC Shareholders of any of
its  other  rights  or  remedies  under this Agreement or otherwise at law or in
equity  if  SOFS  or  any  of  the  Boyds  should  be in default of any of their
covenants,  agreements,  representations  or  warranties  under  this Agreement.

7.   Closing.
     --------

     7.1  The  closing  of  the transactions contemplated by this Agreement (the
"Closing")  shall  take place no later than August 11, 2003 (the "Closing Date")
unless  such  date  is  extended  by  written  agreement  of  TSEC  and  SOFS.

     7.2 The Closing shall be effected pursuant to and in accordance with a form
of  escrow  agreement  substantially  in  the  form  of Exhibit 7.2 (the "Escrow
Agreement").

8.   Post-Closing Covenants.  TSEC  and  the  TSEC  Shareholders  covenant  that
     ----------------------
SOFS  shall:

                                                                    Exhibit 10.4
                                                             Page 18 of 29 Pages

<PAGE>

     8.1  Continue  to  file  timely with the Securities and Exchange Commission
(the  "Commission")  all  periodic  reports  and proxy or information statements
required  under  the  Securities  Exchange  Act  of  1934,  as  amended.

     8.2  Maintain  its  status as a company whose Common Stock is quoted on the
OTC Bulletin Board or shall change its status to a company whose Common Stock is
listed  on  The  Nasdaq  Stock  Market  or  a  major  stock  exchange.

     8.3 Not reverse split its stock for a period of at least two years from the
closing  date  hereof; provided, however, that this period may be reduced to one
year  in  the  event that such is required by a broker-dealer investment banking
firm  in  connection  with  an  equity financing, of at least $2 million, for TS
Electronics  Corporation that closes; and provided further, that this period may
be reduced to less than one year upon TS Electronics Corporation's obtaining the
written  consent  of  Dennis.

     8.4  On  the Closing Date, authorize the sale to the Boyds, and transfer to
the  Boyds, all of the outstanding capital stock of SOFS Sub in exchange for the
SOFS  Sub  Consideration,  as  contemplated  in  Section  1.1(g).

9.   Applicable Law.  The  law  of  New  York  shall  apply  to  the  effect and
     ---------------
interpretation  of  this  Agreement.

10.   Execution in  Counterparts.  This  Agreement  and  any  of  the  documents
      ---------------------------
described  herein  that  are  necessary  for  the  Closing  may  be  executed in
counterparts, each of which shall be deemed an original and together which shall
constitute  one  and  the  same  instrument.

11.   Further Assurances.  If,  at  any  time  before,  on  or after the Closing
      -------------------
Date, any further action by any of the parties to this Agreement is necessary or
desirable to carry out the purposes of this Agreement, such party shall take all
such  necessary  or  desirable  action or use such party's best efforts to cause
such  action  to  be  taken.

12.   Expenses.  TSEC shall  bear  all  expenses  incurred  by  it in connection
     ---------
with the negotiation, preparation or execution of this Agreement, and SOFS shall

                                                                    Exhibit 10.4
                                                             Page 19 of 29 Pages

<PAGE>

bear all expenses incurred by it in connection with the negotiation, preparation
or  execution  of  this  Agreement.

13.   Applicable  Law;   Arbitration.   Each  party   hereto  consents   to  the
      -------------------------------
jurisdiction over it of the courts of the State of New York and of the courts of
the  United  States  located in New York and agrees that personal service of all
process  may  be made by registered or certified mail pursuant to the provisions
of  Section  14.

14.   Notices.   Any  notice  or   demand  desired  or   required  to  be  given
      --------
hereunder  shall  be in writing and deemed given when personally delivered, sent
by  facsimile,  overnight  courier  or  deposited  in the mail (postage prepaid,
certified  or  registered,  return receipt requested) and addressed as set forth
below  or to such other address as any party shall have previously designated by
such  a notice.  Any notice delivered personally or by facsimile shall be deemed
to  be  received  on  the date of personal delivery or confirmed transmission by
facsimile;  any  notice sent by overnight courier shall be deemed to be received
upon  confirmation  one  business day after the date sent; and any notice mailed
shall  be  deemed  to  be  received  on  the  date  stamped  on  the  receipt.

If  to  TSEC:                  TS  Electronics
                               XinMao  Technology  Park,  D1,  Suite  5C-D
                               Tianjin,  China


If  to  the  TSEC              TS  Electronics
Shareholders:                  XinMao  Technology  Park,  D1,  Suite  5C-D
                               Tianjin,  China


If  to  SOFS
or  SOFS  Sub:                 Keith  Boyd,  President
                               Softstone,  Inc.
                               111  Hilltop  Lane
                               Pottsboro,  TX  75076


Copy  to:                      Thomas  J.  Kenan,  Esq.
                               Fuller,  Tubb,  Pomeroy  and  Stokes
                               201  Robert  S.  Kerr  Ave.,  Suite  1000
                               Oklahoma  City,  OK  73102

                                                                    Exhibit 10.4
                                                             Page 20 of 29 Pages

<PAGE>

If  to  the  Boyds:            Keith  Boyd
                               111  Hilltop  Lane
                               Pottsboro,  TX  75076

Copy  to:                      Thomas  J.  Kenan,  Esq.
                               Fuller,  Tubb,  Pomeroy  and  Stokes
                               201  Robert  S.  Kerr  Ave.,  Suite  1000
                               Oklahoma  City,  OK  73102


15.   Parties in  Interest.  All  of  the terms and provisions of this Agreement
      --------------------
shall  be  binding  upon  and  inure to the benefit of and be enforceable by the
respective  successors  and  assigns  of  the  parties hereto, whether herein so
expressed  or  not.

16.   Severability.   Any  provision  of  this  Agreement  that  is  invalid  or
      -------------
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to  the  extent of such invalidity or unenforceability without rendering invalid
or  unenforceable  the  remaining  provisions of this Agreement or affecting the
validity  or  enforceability  of  any  provision  of this Agreement in any other
jurisdiction.

17.   Amendment.  Except as  otherwise  provided  herein, the parties hereto may
      ----------
modify  or  supplement  this  Agreement  at any time, but only in a writing duly
executed  by  each  of  the  parties  hereto.


18.   Headings.   The  headings   preceding  the   text  of   sections  of  this
      ---------
Agreement  are  for  convenience  only  and  shall  not be deemed a part hereof.

19.   Entire  Understanding.  The terms  set  forth  in this Agreement including
      ---------------------
its  Exhibits  are  intended by the parties as the final, complete and exclusive
expression  of  the  terms  of  their  agreement  and  may  not be contradicted,
explained  or   supplemented   by   evidence   of   any   prior  agreement,  any
contemporaneous  oral agreement or any consistent additional terms. The Exhibits
attached  to  this  Agreement  are  made  a  part  of  this  Agreement.

                                                                    Exhibit 10.4
                                                             Page 21 of 29 Pages

<PAGE>

20.   Confidentiality.   The  parties   hereto   shall   not  make   any  public
      ----------------
announcement  regarding  the transactions contemplated by this Agreement without
the  prior  written consent of both of TSEC and SOFS, which consent shall not be
unreasonably  withheld, conditioned or delayed. Each of the parties hereto shall
keep strictly confidential any and all information furnished to it or its agents
or  representatives  in the course of negotiations relating to this Agreement or
any  transactions  contemplated  by  this   Agreement,  and  such  parties  have
instructed  their  representative   officers,  partners,   employees  and  other
representatives  having  access  to  such  information  of  such  obligation  of
confidentiality.

21.   Acknowledgment  of Kenan's  Conflicts  of  Interest.  All  parties to this
      ----------------------------------------------------
Agreement  acknowledge  their  understanding  and   acceptance  that  Kenan,  an
attorney,  has  represented  SOFS  in  other matters and, to some extent, in the
transactions  described  herein, that he beneficially or directly owns shares of
SOFS common stock (all of which are included in the shares attributed to Kenan),
and that he has a personal interest in the transactions described herein in that
he  expects  to  be  the  transferee  of  some  of the shares and warrants to be
received  by SOFS Sub.  All parties to this Agreement also understand that, with
respect   to   the  transactions   contemplated  by  this  Agreement,  Kenan  is
representing  himself,  SOFS  and  SOFS  Sub.














                                                                    Exhibit 10.4
                                                             Page 22 of 29 Pages

<PAGE>


     IN  WITNESS  WHEREOF,  the parties hereto have entered into and signed this
Agreement  as  of  the  date  and  year  first  above
written.



Softstone,  Inc.                        TS  Electronics  Corporation



By____________________________          By____________________________
   Keith  P.  Boyd,  President               Wang  Jingyi,  CEO



_____________________________           ______________________________
   Keith  Boyd                                Wang  Jingyi


_____________________________           ______________________________
   Betty  S.  Boyd                             Wang  JianZhong



______________________________
   Gene  F.  Boyd







                                                                    Exhibit 10.4
                                                             Page 23 of 29 Pages

<PAGE>


                                  Exhibit 2.6

                            Financial Statements of
                                Softstone, Inc.

                                    [Insert]























                                                                    Exhibit 10.4
                                                             Page 24 of 29 Pages

<PAGE>


                                  Exhibit 4.8

                            Financial Statements of
                              TS Electronics Corp.





























                                                                    Exhibit 10.4
                                                             Page 25 of 29 Pages

<PAGE>



                                  Exhibit 4.10

                  TSEC Liabilities Not Reflected in Exhibit 4.8

























                                                                    Exhibit 10.4
                                                             Page 26 of 29 Pages

<PAGE>


                                Exhibit 5.1 (h)

                        FIRST INDEMNIFICATION AGREEMENT






































                                                                    Exhibit 10.4
                                                             Page 27 of 29 Pages

<PAGE>


                                Exhibit 6.1 (h)

                        SECOND INDEMNIFICATION AGREEMENT






































                                                                    Exhibit 10.4
                                                             Page 28 of 29 Pages

<PAGE>


                                  Exhibit 7.2

                                Escrow Agreement





































                                                                    Exhibit 10.4
                                                             Page 29 of 29 Pages