STOCK  PURCHASE  AGREEMENT

STOCK  PURCHASE  AGREEMENT, dated as of June 28, 2000 by and between LIN WEI, an
individual  ("PURCHASER")  and  INDUSTRIAL  RUBBER  INNOVATIONS, INC., a Florida
corporation  ("SELLER").

                          W  I  T  N  E  S  S  E  T  H

     WHEREAS,  SELLER  desires  to  sell  an  aggregate of 1,600,000 shares (the
"Shares") of Industrial Rubber Innovations, Inc. (the "Company") common stock to
PURCHASER on the terms and conditions set forth in this Stock Purchase Agreement
(hereinafter  called  "Agreement");  and

     WHEREAS,  PURCHASER  desires  to buy the Shares on the terms and conditions
set  forth  herein;

     NOW  THEREFORE,  in  consideration  of  the  promises and respective mutual
agreements  herein  contained, it is agreed by and between the parties hereto as
follows:

                                    ARTICLE  1
                       SALE  AND  PURCHASE  OF  THE  SHARES

     1.1     Sale  of the Shares.  Upon the execution of this Agreement, subject
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to  the  terms  and  conditions  herein  set  forth,  and  on  the  basis of the
representations,  warranties  and agreements herein contained, at the closing as
defined  in  Section  3.1  (the  "Closing"), SELLER shall sell to PURCHASER, and
PURCHASER  shall  purchase  from  SELLER,  the  Shares.

     1.2     Instruments  of  Conveyance  and Transfer.  Within ten (10) days of
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the Closing, SELLER shall deliver a certificate or certificates representing the
Shares  to  PURCHASER, in form and substance satisfactory to PURCHASER, as shall
be effective to vest in PURCHASER all right, title and interest in and to all of
the  Shares.

     1.3     Consideration and Payment for the Shares.  In consideration for the
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Shares  PURCHASER  shall  pay  the purchase price ("Purchase Price") as follows:

(a)     At  the  Closing,  PURCHASER shall pay to SELLER the sum of $30,000 (the
"Initial  Payment");

(b)     At  the  Closing, PURCHASER shall execute a promissory note (the "Note")
in  favor  of  SELLER  in  the principal amount of $82,000 in form and substance
substantially  similar  to  Exhibit  "A" attached hereto and made a part hereof.

                                      ARTICLE  2
               REPRESENTATIONS  AND  COVENANTS  OF  SELLER  AND  PURCHASER

     2.1     The  SELLER  hereby  represents  and  warrants  that:

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(a)     It shall transfer title, in and to the Shares, to the PURCHASER free and
clear  of  all  liens,  security  interests,  pledges,  encumbrances,  charges,
restrictions,  demands  and  claims,  of any kind and nature whatsoever, whether
direct  or  indirect or contingent, except as set forth in Paragraph 2.2 herein.

     2.2     Within  ten  (10)  days of the Closing, the SELLER shall deliver to
the PURCHASER certificates representing the Shares subject to no liens, security
interests,  pledges,  encumbrances,  charges, restrictions, demands or claims in
any  other  party  whatsoever,  except  as  set  forth  in  the  legend  on  the
certificate(s),  which  legend  shall  provide  as  follows:

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
ANY  STATE,  AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE  DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT
(i)  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT AND ANY
APPLICABLE  STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY
AND  COMPLIANCE,  TO  THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY
SIMILAR  RULE  UNDER  THE  ACT  RELATING  TO  THE  DISPOSITION  OF  SECURITIES.)

     2.3     The  PURCHASER  hereby  represents  and  warrants  that:

(a)     PURCHASER  acknowledges  that the Shares will be "restricted securities"
(as  such  term  is  defined in Rule 144 promulgated under the Securities Act of
1933,  as  amended  ("Rule  144")),  that  the Shares will include the foregoing
restrictive  legend,  and, except as otherwise set forth in this Agreement, that
the  Shares  cannot  be  sold for a period of at least one year from the date of
issuance  unless  registered  with  the  SEC  and qualified by appropriate state
securities  regulators,  or  unless  PURCHASER  obtains written consent from the
SELLER  and  otherwise  complies  with  an  exemption from such registration and
qualification  (including,  without  limitation,  compliance  with  Rule  144).

(b)     The PURCHASER has the full right, power and authority to enter into this
Agreement  and  to carry out and consummate the transaction contemplated herein.
This Agreement constitutes the legal, valid and binding obligation of PURCHASER.


<PAGE>
(c)     The  PURCHASER  acknowledges  that  investment  in  the  Shares involves
substantial  risks  and is suitable only for persons of adequate financial means
who  can bear the economic risk of an investment in the Shares for an indefinite
period  of  time.  PURCHASER  further  represents  that  he:

(1)     has  adequate  means  of  providing  for  his  or  her current needs and
possible  personal contingencies, has no need for liquidity in his investment in
the  Shares,  is able to bear the substantial economic risks of an investment in
the  Shares  for  an  indefinite  period, and, at the present time, can afford a
complete  loss  of  his  investment;

(2)     is an "Accredited Investor" as that term is defined in Section 501(a) of
Regulation  D  promulgated  under  the  Securities  Act of 1933, as amended (the
"Act");

(3)     does not have an overall commitment to investments which are not readily
marketable that is disproportionate to his net worth, and that his investment in
the  Shares  will  not  cause  such  overall  commitment  to  become  excessive;

(4)     is  acquiring  the  Shares  for  his  or her own account, for investment
purposes  only  and  not  with  a view toward resale, assignment or distribution
thereof,  and  no other person has a direct or indirect, beneficial interest, in
whole  or  in  part,  in  such  Shares;

(5)     has such knowledge and experience in financial, tax and business matters
that he or she is capable of evaluating the merits and risks of an investment in
the  Shares;

(6)     has  been  given  the  opportunity  to  ask  questions of and to receive
answers  from  persons  acting  on  SELLER'S  behalf  concerning  the  terms and
conditions of this transaction and also has been given the opportunity to obtain
any  additional  information  which  SELLER  possesses  or  can  acquire without
unreasonable  effort  or  expense.  As  a  result, PURCHASER is cognizant of the
financial condition, capitalization, use of proceeds from this financing and the
operations and financial condition of the Company has available full information
concerning  their  affairs and has been able to evaluate the merits and risks of
the  investment  in  the  Shares;  and

(7)     The  funds  provided  for  the  PURCHASER's purchase are either separate
property,  community  property  over which the signatory(ies) hereto has or have
the  right of control or are otherwise funds as to which the undersigned has the
sole  right  of  management.


<PAGE>
                                   ARTICLE  3
                     CLOSING  AND  DELIVERY  OF  DOCUMENTS

     3.1     Closing.  The  Closing  shall  occur  on  the  date  that PURCHASER
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delivers  the  Initial Payment and executes the Note as set forth in Section 1.3
hereof.

                                  ARTICLE  4
                      TERMINATION,  AMENDMENT  AND  WAIVER

     4.1     Termination.  Notwithstanding anything to the contrary contained in
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this  Agreement,  this  Agreement  may  be  terminated  and  the  transactions
contemplated hereby may be abandoned by either party in the event of a breach of
any  term  of this Agreement by the other party, or by the mutual consent of all
of  the  parties.

     4.2     Waiver  and  Amendment.  Any  term,  provision,  covenant,
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representation,  warranty or condition of this Agreement may be waived, but only
by  a  written  instrument signed by the party entitled to the benefits thereof.
The failure or delay of any party at any time or times to require performance of
any  provision  hereof  or  to exercise its rights with respect to any provision
hereof shall in no manner operate as a waiver of or affect such party's right at
a  later  time to enforce the same.  No waiver by any party of any condition, or
of  the  breach  of  any  term,  provision, covenant, representation or warranty
contained in this Agreement, in any one or more instances, shall be deemed to be
or  construed  as a further or continuing waiver of any such condition or breach
or  waiver of any other condition or of the breach of any other term, provision,
covenant,  representation  or  warranty.  No  modification  or amendment of this
Agreement  shall  be valid and binding unless it be in writing and signed by all
parties  hereto.

                                  ARTICLE  5
                                MISCELLANEOUS

5.1     Entire  Agreement.  This  Agreement  sets forth the entire agreement and
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understanding  of  the  parties  hereto  with  respect  to  the  transactions
contemplated  hereby,  and  supersedes  all  prior  agreements, arrangements and
understandings related to the subject matter hereof.  No understanding, promise,
inducement,  statement  of  intention,  representation,  warranty,  covenant  or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written  statements,  certificates, or other documents delivered pursuant hereto
or  in connection with the transactions contemplated hereby, and no party hereto
shall  be bound by or liable for any alleged understanding, promise, inducement,
statement,  representation,  warranty,  covenant  or condition not so set forth.


<PAGE>
     5.2     Notices.  All  notices  provided  for in this Agreement shall be in
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writing signed by the party giving such notice, and delivered personally or sent
by  overnight  courier or messenger or sent by registered or certified mail (air
mail  if  overseas),  return  receipt  requested,  or  by  telex,  facsimile
transmission,  telegram  or  similar  means  of communication.  Notices shall be
deemed  to have been received on the date of personal delivery, telex, facsimile
transmission,  telegram  or  similar  means  of  communication,  or  if  sent by
overnight  courier  or  messenger,  shall be deemed to have been received on the
next  delivery  day  after  deposit with the courier or messenger, or if sent by
certified  or registered mail, return receipt requested, shall be deemed to have
been  received  on  the  third  business day after the date of mailing.  Notices
shall  be  sent  to  the  addresses  set  forth  below:

     If  to  SELLER:
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Industrial  Rubber  Innovations,  Inc.
4609  New  Horizon  Boulevard,  Unit  8
Bakersfield,  CA  93313
Facsimile  (661)  833-8088
Attn:  Dave  Foran,  Acting  President

With  a  copy  to:
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Cutler  Law  Group
610  Newport  Center  Drive,  Suite  800
Newport  Beach,  CA  92660
Attn:  Brian  A.  Lebrecht,  Esq.
Facsimile  (949)  719-1988

If  to  Purchaser:
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Lin  Wei
c/o  Cal-T-International
430  S.  Garfield  Avenue,  Room  405
Alhambra,  CA  91801
Facsimile  (____)  _______________

     5.3     Choice  of  Law and Venue.     This Agreement and the rights of the
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parties hereunder shall be governed by and construed in accordance with the laws
of  the  State  of  California  including all matters of construction, validity,
performance,  and  enforcement  and  without  giving effect to the principles of
conflict  of  laws.  Any  action  brought  by  any party hereto shall be brought
within  the  State  of  California,  County  of  King.

     5.4     Jurisdiction.  The parties submit to the jurisdiction of the Courts
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of  the  State  of  California  or  a  Federal  Court  empaneled in the State of
California  for  the resolution of all legal disputes arising under the terms of
this  Agreement,  including,  but not limited to, enforcement of any arbitration
award.

     5.5     Counterparts.  This  Agreement  may  be  executed  in  one  or more
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counterparts,  each of which shall be deemed an original, but all of which shall
together  constitute  one  and  the  same  instrument.


<PAGE>
     5.6     Attorneys' Fees.  Except as otherwise provided herein, if a dispute
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should  arise between the parties including, but not limited to arbitration, the
prevailing  party  shall  be  reimbursed  by  the  nonprevailing  party  for all
reasonable  expenses  incurred  in  resolving such dispute, including reasonable
attorneys'  fees  exclusive  of  such  amount  of  attorneys' fees as shall be a
premium  for  result  or  for  risk of loss under a contingency fee arrangement.

     5.7     Taxes.  Any income taxes required to be paid in connection with the
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payments  due  hereunder,  shall  be  borne  by  the party required to make such
payment.  Any  withholding  taxes  in  the  nature  of  a tax on income shall be
deducted  from  payments  due, and the party required to withhold such tax shall
furnish to the party receiving such payment all documentation necessary to prove
the  proper  amount  to  withhold  of such taxes and to prove payment to the tax
authority  of  such  required  withholding.

     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement, as of
the  date  first  written  hereinabove.


"PURCHASER"                                        "SELLER"


/s/ Lin Wei                            Industrial  Rubber  Innovations,  Inc.,
______________________________         a  Florida  corporation
Lin  Wei,  an  individual

                                       /s/ Dave Foran
                                       _____________________________________
                                       By:     Dave  Foran
                                       Its     Acting  President