ESCROW AGREEMENT


     This  Escrow Agreement (the "Escrow 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  Boyd;

-  T  S  Electronics  Corporation,  a  Delaware  corporation  ("TSEC");

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

-  Sherie  Adams,  as  the  escrow  agent  ("Escrow  Agent").

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

     In  consideration  of  the  representations,  promises and undertakings set
forth  below,  the  parties  hereto  hereby  agree  as  follows:

     1.  Agreement.  This  Escrow  Agreement  is  being  entered into concurrent
with  an  agreement dated July 31, 2003 (the "Reorganization Agreement"), by and
among  all  the  parties  to  this  Escrow  Agreement except Escrow Agent, which
agreement  provides  for  the  reorganization  of  SOFS  (the "Reorganization").

     2.  SOFS  Minutes.  Attached  hereto  as  Exhibit 2 is a copy of minutes of
a  Special  Meeting  of  the  Directors  of  SOFS  approving  the Reorganization
Agreement  and the transactions contemplated therein, which minutes SOFS and the
Boyds  represent  are  true  and  correct  (the  "SOFS  Minutes").

     3.  The  Escrow.  In  accordance  with the provisions of the Reorganization
Agreement  and the SOFS Minutes, the following documents, stock certificates and
stock powers shall be delivered to the Escrow Agent prior to or upon the Closing
Date  (as  defined  in  the  Reorganization  Agreement):

          3.1  Each  of  the  officers  and  directors of SOFS shall deliver his
undated  but  executed resignation as an officer and director of SOFS (the "SOFS
Resignations"),  addressed  to  "the  Secretary  of  Softstone,  Inc.

                                                                    Exhibit 10.5
                                                               Page 1 of 8 Pages

<PAGE>

               3.1.1.  TSEC  shall deliver (1) a list of the names of persons to
fill  the  vacancies on the board of directors created by such resignations, (2)
the  names  of  the persons to be elected as officers of the post-reorganization
company  and  (3)  the  name  to which SOFS shall change its name as part of the
reorganization.

          3.2  SOFS  shall  deliver  executed  documents  representing  (a)  the
organization  of  a  new  Oklahoma limited liability company called herein "SOFS
Sub",  (b) the election of Keith Boyd and Gene Boyd as the managers of SOFS Sub,
and  (c)  the  purchase  of the entire ownership interest in SOFS Sub by SOFS in
exchange  for (y) the assignment to SOFS Sub of all the assets of SOFS (with the
exception  of  the  shares of capital stock of TSEC described below in paragraph
3.8)  and  (z)  the  release  of  all  pre-closing  debts  of  SOFS.

          3.3  The  Boyds  shall  deliver  undated  but executed releases of all
liabilities owed  by  SOFS  to  each  of  the  Boyds.

          3.4  SOFS  Sub shall deliver executed documents reflecting the release
of  all  pre-closing  liabilities  of  SOFS, known or unknown, related to SOFS's
rubber business or otherwise, but specifically excluding any liabilities arising
in  connection  with or related to the Reorganization that might be attributable
to  actions  taken  by  TSEC,  its  officers  and  its  agents.

          3.5  SOFS  shall  deliver  undated  but  executed  certificates  that
transfer,  in  exchange for the consideration described in paragraph 3.3 and 3.4
above,  -
..
   (1)  to  the  Boyds, all the ownership interest in SOFS Sub in the percentage
interests  as  directed  by  them,

   (2)  to  SOFS  Sub,  50,000  shares  of  common  stock  of  SOFS,  and

   (3)  to  SOFS  Sub,  100,000  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-reorganization  company after a 6-month
lockup  period but no later than 9 months after the Closing Date if the warrants
are  in  the  money.

          3.6  Gene  Boyd,  Frederick  Parker  and  Leo Templer shall deliver an
undated  but  executed  "Written Action by the Directors of SOFS" (a) appointing
Wang Jingyi to fill the vacancy on the Board of Directors of SOFS created by the
resignation  of  Keith  Boyd  as  a  director,  and  (b) electing Wang Jingyi as
president  of  SOFS.

          3.7  [reserved]

          3.8  TSEC  shall  deliver  stock  certificates  representing  all  the
issued  and  outstanding  shares of capital stock of TSEC, together with undated

                                                                    Exhibit 10.5
                                                               Page 2 of 8 Pages

<PAGE>

stock  powers executed by all the TSEC Shareholders, which stock powers transfer
to  SOFS  all  the  issued  and  outstanding  shares  of  capital stock of TSEC.

          3.9  For  purposes  of  the  Lockup  Agreement  described in paragraph
1.1(i)  of  the  Reorganization Agreement, each of the Boyds and the insiders of
SOFS that execute Lockup Agreements shall deliver an executed copy of the Lockup
Agreement.  SOFS  shall  deliver  stock  certificates,  bearing  the appropriate
legends,  representing  5,350,000  shares of SOFS common stock registered in the
names of the TSEC Shareholders in the same proportions as their holdings of TSEC
stock  bear  to  each  others holdings.  Each of the Boyds and the SOFS Insiders
that execute Lockup Agreements shall deliver stock certificates representing all
shares  of  SOFS  beneficially  owned  by  him  to  the  Escrow  Agent.

          3.10 The parties to the First Indemnification Agreement (as defined in
Paragraph  5.1  (h)  of the Agreement) shall each execute an undated copy of the
signature  page  to  such  agreement  and  deliver  such  to  the  Escrow Agent.

          3.11 SOFS shall deliver a good standing certificate from the Secretary
of  State  of  the  State of Delaware, attesting to the good standing of SOFS in
such  state.

          3.12  TSEC shall deliver good standing certificates from the Secretary
of  State  of  Delaware and the appropriate officer of any other state where the
ownership  of  its  assets  or  the  conduct  of its business would require such
qualification,  attesting  to  the  good  standing  of  TSEC in each such state.

          3.13  SOFS  Sub  shall  execute and deliver the Second Indemnification
Agreement  (as  defined  in  the  Agreement).

          3.14  SOFS  will  deliver  an  executed  Amendment  to the Articles of
Incorporation  of  Softstone,  Inc.,  which amendment will reflect the change of
name  of  the  company  and  the  stock  consolidation  whereby  all outstanding
pre-reorganization  shares  of  common stock of SOFS are consolidated to 600,000
shares.

     4.  Instructions  to  the  Escrow  Agent.  In  the  event  that:  (1)  SOFS
delivers  to  the  Escrow  Agent  a  certificate  of its president and corporate
secretary  stating  that  the   Reorganization  has  been  approved   by  SOFS's
shareholders,  as  provided  in  the  Reorganization  Agreement,  and  that they
believe  that the conditions precedent to SOFS's and the Boyds's obligations, as
described  in  Section  5  of  the  Agreement,  have been satisfied and (2) TSEC
delivers  to  the  Escrow  Agent  a  certificate  of its president and corporate
secretary  stating  that  they believe that the conditions precedent  to its and
the  TSEC  Shareholders'  obligations,   as  described  in   Section  6  of  the
Reorganization  Agreement,  have  been  satisfied:

          4.1 The Escrow Agent shall do the following on the Closing Date in the
following  order:

                                                                    Exhibit 10.5
                                                               Page 3 of 8 Pages

<PAGE>

               a.   Date  the  SOFS  Resignation  of  Keith  Boyd  described  in
                    paragraph  3.1  above  and  place it in the corporate record
                    book  of  SOFS.

               b.   Deliver  to  Keith Boyd the documents described in paragraph
                    3.2  above.

               c.   Date  and  place  in  the  corporate record book of SOFS the
                    releases  of  all  liabilities  owed  by SOFS to each of the
                    Boyds,  as  described  in  paragraph  3.3  above.

               d.   Date  and  place  in  the  corporate record book of SOFS the
                    document  described  in  paragraph  3.4 above reflecting the
                    release  of  SOFS  of  all liabilities owed to persons other
                    than  the  Boyds  and  the  assumption  by  SOFS  Sub of all
                    pre-closing  liabilities  of  SOFS.

               e.   Cancel  the SOFS Sub certificate evidencing the ownership by
                    SOFS  of  all  the interest in SOFS Sub. Date and deliver to
                    the  Boyds  the  certificates  described in paragraph 3.5(1)
                    above  and  date  and  place  in the company record book the
                    certificates  described  in paragraph 3.5 (2) and (3) above.

               f.   Date  and  place  in  the  corporate record book of SOFS the
                    "Written  Action  of  Directors"  described in paragraph 3.6
                    above.

               g.   Date and place in the corporate record book of SOFS the SOFS
                    Resignations  of Gene Boyd, Fred Parker Boyd and Leo Templer
                    described  in  paragraph  3.1  above.

               h.   Place  in  the  corporate  record  book  of SOFS the list of
                    post-reorganization directors and officers of SOFS described
                    in  paragraph  3.1.1  above.

               i.   [deleted].

               j.   Place  in  the  corporate record book of SOFS the TSEC stock
                    certificates  and  stock  powers  described in paragraph 3.8
                    above.

               k.   Place in a file of the Escrow Agent, for the purposes of the
                    Lockup  Agreement,  the  SOFS  common  stock  certificates
                    described  in  paragraph  3.9  above and mail to each of the
                    persons  that  executed  a Lockup Agreement a copy of his or
                    her  stock  certificates  so  placed.  Date and place in the
                    corporate  record  book  of  SOFS the executed copies of the
                    Lockup  Agreement.

               l.   Date  and  place  in the company record book of SOFS Sub the
                    executed  First  Indemnification  Agreement  described  in
                    paragraph  3.10  above.

                                                                    Exhibit 10.5
                                                               Page 4 of 8 Pages

<PAGE>

               m.   Place in the corporate record book of SOFS the good standing
                    certificates  described  in  paragraphs 3.11 and 3.12 above.

               n.   Date  and  place  in the company record book of SOFS Sub the
                    executed  Second  Indemnification  Agreement  described  in
                    paragraph  3.13  above.

               o.   Place  in the corporate record book of SOFS the certificates
                    of  the  company  secretaries  of SOFS and TSEC described in
                    paragraph  4  above.

               p.   File  with  the Secretary of State of Delaware the Amendment
                    to  the  Articles  of  Incorporation  of  Softstone,  Inc.
                    described  in  paragraph  3.15  above,  which amendment will
                    reflect  the  change  of  name  of  SOFS  and  the  stock
                    consolidation.

     5.  Standard  of  Care.  The  Escrow  Agent  will not be liable for any act
or  omission,  or  for any claim, demand, loss or damage made or suffered by any
party  to  this  Agreement,  excepting such as may arise through or be caused by
Escrow  Agent's  bad  faith,  willful  misconduct  or  gross  negligence.

     6.  Reliance. Escrow Agent is authorized to rely on any document reasonably
believed by Escrow Agent to be authentic in making any delivery of certificates,
funds  or  property  hereunder.

     7.  Liability  of  Escrow  Agent.  In accepting any securities or documents
delivered  hereunder, it is agreed and understood by the undersigned that Escrow
Agent  will  not  be  called on to construe any contract or instrument deposited
herewith  and,  in the event of a dispute, will be required to act in respect to
the  deposit  herein  made only on the consent in writing of the undersigned. In
the  event  of  its  failure  to  obtain  such  consent in writing, Escrow Agent
reserves  the  right  to  hold  all papers in connection with or concerning this
escrow  until a mutual agreement in writing has been reached between all parties
and  delivered  to  Escrow  Agent  or  until  delivery is legally authorized and
ordered  by  final  judgment  or decree of a court of competent jurisdiction. If
Escrow  Agent obeys or complies with any judgment, order or decree of a court of
competent  jurisdiction,  Escrow  Agent will not be liable to any of the parties
hereto  nor  to  any  other  person,  firm  or  corporation  by  reason  of such
compliance,  notwithstanding  any such judgment, order or decree be subsequently
reversed,  modified,  annulled,  set  aside  or  vacated.

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

     9.  Execution  in  Counterparts.  This  Escrow  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.

                                                                    Exhibit 10.5
                                                               Page 5 of 8 Pages

<PAGE>

     10.  Further  Assurances.  If,  at any time before, on or after the Closing
Date,  any  further  action  by  any  of the parties to this Escrow Agreement is
necessary  or desirable to carry out the purposes of this Escrow 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.

     11.  Judicial  Proceedings.  Each  party  hereto  agrees  that all disputes
regarding  this Escrow Agreement, not otherwise resolved by themselves, shall be
submitted  to  binding  arbitration in accordance with the rules of the American
Arbitration  Association.  The  venue of the arbitration proceeding shall be New
York,  New  York.  Each party hereto agrees that personal service of all process
may  be  made  by  registered  or  certified  mail pursuant to the provisions of
Section  12.

     12. 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.

     Notices  shall  be  sent  to  the  following  addresses:

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


If  to  SOFS
or  SOFS  Sub:                       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

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

                                                                    Exhibit 10.5
                                                               Page 6 of 8 Pages

<PAGE>

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

If  to  the  Escrow  Agent:          Sherie  Adams,  C.L.A.
                                     Fuller,  Tubb,  Pomeroy  and  Stokes
                                     201  Robert  S.  Kerr  Ave.,  Suite  1000
                                     Oklahoma  City,  OK  73102



     13.  Parties  in  Interest.  All of the terms and provisions of this Escrow
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.

     14.  Amendment.  Except  as otherwise provided herein, TSEC, SOFS, the TSEC
Shareholders,  the  Boyds, and Escrow Agent may amend, modify or supplement this
Escrow  Agreement  at  any time, but only in a writing duly executed by each and
every  such  party.

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





















                                                                    Exhibit 10.5
                                                               Page 7 of 8 Pages

<PAGE>


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


Softstone,  Inc.                         T  S  Electronics  Corporation



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



______________________________           ______________________________
  Keith  P.  Boyd                         Wang  Jingyi


______________________________           ______________________________
  Gene  F.  Boyd                         Wang  Jianzhong


______________________________
   Betty  Boyd


______________________________
     Sherie  Adams









                                                                    Exhibit 10.5
                                                               Page 8 of 8 Pages