coxdistributing_ex1004.htm


     

    
      Exhibit
10.4

       

      SHARE
PURCHASE AGREEMENT

      


      by and
among

      


      COX
DISTRIBUTING, INC.

      


      a Nevada
Corporation

      


      and

      


      ARMCO
& METAWISE (H.K.) LIMITED

      


      a Hong
Kong Limited Liability Company;

      


      and


      


      the
Shareholder of ARMCO &
METAWISE (H.K.) LIMITED


      


      Dated as
of June 27, 2008

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      TABLE
OF CONTENTS

       

      
        
          	 	
                  PAGE

                
	 	 
	ARTICLE
      I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF ARMCO	
                  1

                
	
                  Section
      1.01

                	
                  Incorporation

                	
                  1

                
	
                  Section
      1.02

                	
                  Authorized
      Shares

                	
                  2

                
	
                  Section
      1.03

                	
                  Subsidiaries
      and Predecessor Corporations

                	
                  2

                
	
                  Section
      1.04

                	
                  Financial
      Statements

                	
                  2

                
	
                  Section
      1.05

                	
                  Information

                	
                  3

                
	
                  Section
      1.06

                	
                  Options
      or Warrants

                	
                  3

                
	
                  Section
      1.07

                	
                  Absence
      of Certain Changes or Events

                	
                  3

                
	
                  Section
      1.08

                	
                  Litigation
      and Proceedings

                	
                  4

                
	
                  Section
      1.09

                	
                  Contracts

                	
                  4

                
	
                  Section
      1.10

                	
                  No
      Conflict With Other Instruments

                	
                  4

                
	
                  Section
      1.11

                	
                  Compliance
      With Laws and Regulations

                	
                  5

                
	
                  Section
      1.12

                	
                  Approval
      of Agreement

                	
                  5

                
	
                  Section
      1.13

                	
                  ARMCO
      Schedules

                	
                  5

                
	
                  Section
      1.14

                	
                  Valid
      Obligation

                	
                  5

                
	 
      	 
      	 
      
	ARTICLE
      II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF COX 	
                  6

                
	
                  Section
      2.01

                	
                  Organization

                	
                  6

                
	
                  Section
      2.02

                	
                  Capitalization

                	
                  6

                
	
                  Section
      2.03

                	
                  Subsidiaries
      and Predecessor Corporations

                	 
      
	
                  Section
      2.04

                	
                  Financial
      Statements

                	
                  6

                
	
                  Section
      2.05

                	
                  Information

                	
                  7

                
	
                  Section
      2.06

                	
                  Options
      or Warrants

                	
                  8

                
	
                  Section
      2.07

                	
                  Absence
      of Certain Changes or Events

                	
                  8

                
	
                  Section
      2.08

                	
                  Litigation
      and Proceedings

                	
                  9

                
	
                  Section
      2.09

                	
                  Contracts

                	
                  9

                
	
                  Section
      2.10

                	
                  No
      Conflict With Other Instruments

                	
                  10

                
	
                  Section
      2.11

                	
                  Compliance
      With Laws and Regulations

                	
                  10

                
	
                  Section
      2.12

                	
                  Approval
      of Agreement

                	
                  10

                
	
                  Section
      2.13

                	
                  Material
      Transactions or Affiliations

                	
                  10

                
	
                  Section
      2.14

                	
                  Cox
      Schedules

                	
                  10

                
	
                  Section
      2.15

                	
                  Bank
      Accounts; Power of Attorney

                	
                  11

                
	
                  Section
      2.16

                	
                  Valid
      Obligation

                	
                  11

                
	
                  Section
      2.17

                	
                  SEC
      Filings

                	
                  11

                
	
                  Section
      2.18

                	
                  Over-the-Counter
      Bulletin Board Quotation

                	
                  12

                
	
                  Section
      2.19

                	
                  Exchange
      Act Compliance

                	
                  12

                
	 
      	 
      	 
      
	ARTICLE
      III PLAN OF EXCHANGE	
                  13

                
	
                  Section
      3.01

                	
                  The
      Exchange

                	
                  14

                
	
                  Section
      3.02

                	
                  Cancellation
      of Certain Shares of Cox Common Stock

                	
                  14

                
	
                  Section
      3.03

                	
                  Closing

                	
                  14

                
	
                  Section
      3.04

                	
                  Closing
      Events

                	
                  14

                
	
                  Section
      3.05

                	
                  Termination

                	
                  14

                


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

        
          	 
      	 
      	 
      
	ARTICLE
      IV SPECIAL COVENANTS	
                  14

                
	
                  Section
      4.01

                	
                  Access
      to Properties and Records

                	
                  14

                
	
                  Section
      4.02

                	
                  Delivery
      of Books and Records

                	
                  15

                
	
                  Section
      4.03

                	
                  Third
      Party Consents and Certificates

                	
                  15

                
	
                  Section
      4.04

                	
                  Cox
      Shareholders Approval

                	
                  15

                
	
                  Section
      4.05

                	
                  Designation
      of Directors and Officer

                	
                  15

                
	
                  Section
      4.06

                	
                  Actions
      Prior to Closing

                	
                  15

                
	
                  Section
      4.07

                	
                  Indemnification

                	
                  16

                
	
                  Section
      4.08

                	
                  The
      Acquisition of Cox Common Stock

                	 
      
	
                  Section
      4.09

                	
                  Sales
      of Securities Under Rule 144, If Applicable

                	
                  17

                
	
                  Section
      4.10

                	
                  Payment
      of Liabilities

                	
                  18

                
	
                  Section
      4.11

                	
                  Assistance
      with Post-Closing SEC Reports and Inquiries

                	
                  18

                
	 
      	 
      	 
      
	ARTICLE
      V CONDITIONS PRECEDENT TO OBLIGATIONS OF COX	
                  18

                
	
                  Section
      5.01

                	
                  Accuracy
      of Representations and Performance of Covenants

                	
                  18

                
	
                  Section
      5.02

                	
                  Officer's
      Certificate

                	
                  18

                
	
                  Section
      5.03

                	
                  Good
      Standing

                	
                  18

                
	
                  Section
      5.04

                	
                  Approval
      by ARMCO Shareholder

                	
                  19

                
	
                  Section
      5.05

                	
                  No
      Governmental Prohibition

                	
                  19

                
	
                  Section
      5.06

                	
                  Consents

                	
                  19

                
	
                  Section
      5.07

                	
                  Other
      Items

                	
                  19

                
	 
      	 
      	 
      
	ARTICLE
      VI CONDITIONS PRECEDENT TO OBLIGATIONS OF ARMCO AND THE ARMCO
      SHAREHOLDERS	
                  19

                
	
                  Section
      6.01

                	
                  Accuracy
      of Representations and Performance of Covenants

                	
                  19

                
	
                  Section
      6.02

                	
                  Officer's
      Certificate

                	
                  19

                
	
                  Section
      6.03

                	
                  Good
      Standing

                	
                  20

                
	
                  Section
      6.04

                	
                  No
      Governmental Prohibition

                	
                  20

                
	
                  Section
      6.05

                	
                  Approval
      by Cox Shareholders

                	
                  20

                
	
                  Section
      6.06

                	
                  Consents

                	
                  20

                
	
                  Section
      6.07

                	
                  Shareholder
      Report

                	
                  20

                
	
                  Section
      6.08

                	
                  Other
      Items

                	
                  20

                
	 
      	 
      	 
      
	ARTICLE
      VII MISCELLANEOUS	
                  20

                
	
                  Section
      7.01

                	
                  Brokers

                	
                  20

                
	
                  Section
      7.02

                	
                  Governing
      Law

                	
                  21

                
	
                  Section
      7.03

                	
                  Notices

                	
                  21

                
	
                  Section
      7.05

                	
                  Confidentiality

                	
                  22

                
	
                  Section
      7.06

                	
                  Public
      Announcements and Filings

                	
                  22

                
	
                  Section
      7.07

                	
                  Schedules;
      Knowledge

                	
                  22

                
	
                  Section
      7.08

                	
                  Third
      Party Beneficiaries

                	
                  22

                
	
                  Section
      7.10

                	
                  Entire
      Agreement

                	
                  22

                
	
                  Section
      7.11

                	
                  Survival;
      Termination

                	
                  23

                
	
                  Section
      7.12

                	
                  Counterparts

                	
                  23

                
	
                  Section
      7.13

                	
                  Amendment
      or Waiver

                	
                  23

                
	
                  Section
      7.14

                	
                  Best
      Efforts

                	
                  23

                


        

      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        Exhibits

        


        A.           Purchase
Money Promissory Note

      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      STOCK
PURCHASEAGREEMENT

       

      THIS STOCK PURCHASEAGREEMENT
(hereinafter referred to as this “Agreement”) is entered into as of this
27th day of June 2008, by and between COX DISTRIBUTING, INC., a
Nevada corporation (hereinafter referred to as “COX”), with offices at 105
Pearl, Cokeville, Wyoming 83114 and ARMCO
& METAWISE (H.K.)
LIMITED, a Hong Kong limited liability company (hereinafter referred to
as “ARMCO”) and Feng Gao (the “ARMCO Shareholder”), upon the
following premises:

      


      Premises

       

      WHEREAS, COX is a publicly
held corporation organized under the laws of the State of Nevada;

       

      WHEREAS, ARMCO is a privately-held
company organized under the laws of Hong Kong and owns 100% of the authorized
capital interests in ARMET (LIANYUANGANG) SCRAPS CO., LTD., a company organized
under the laws of the Peoples Republic of China, and HENAN ARMCO & METAWISE
TRADING CO., LTD., a company organized under the laws of the Peoples Republic of
China (“WOFE”);

       

      WHEREAS, COX agrees to acquire
100% of the issued and outstanding shares of ARMCO from the ARMCO Shareholder for a
purchase price of $6,890,000.00.  On the Closing Date, ARMCO will become a
wholly-owned subsidiary of COX.

       

      Agreement

       

      NOW THEREFORE, on the stated
premises and for and in consideration of the mutual covenants and agreements
hereinafter set forth and the mutual benefits to the parties to be derived
herefrom, and intending to be legally bound hereby, it is hereby agreed as
follows:

       

      


      ARTICLE
I

      REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF ARMCO

       

      As an
inducement to, and to obtain the reliance of COX, except as set forth in the
ARMCO Schedules (as
hereinafter defined), ARMCO represents and warrants
as of the Closing Date (as hereinafter defined), as follows:

       

      Section
1.01   Incorporation. 
ARMCO is a company duly
organized, validly existing, and in good standing under the laws of Hong Kong
and has the corporate power and is duly authorized under all applicable laws,
regulations, ordinances, and orders of public authorities to carry on its
business in all material respects as it is now being
conducted.  Included in the ARMCO Schedules is a complete
and correct copy of the memorandum and articles of association of ARMCO as in effect on the date
hereof.  The execution and delivery of this Agreement does not, and
the consummation of the transactions contemplated hereby will not, violate any
provision of ARMCO’s
memorandum and articles of association.  ARMCO has taken all actions
required by law, its memorandum and articles of association, or otherwise to
authorize the execution and delivery of this Agreement.  ARMCO has full power,
authority, and legal capacity and has taken all action required by law, its
memorandum and articles of association, and otherwise to consummate the
transactions herein contemplated.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Section
1.02   Authorized Shares and
Capital.  The
authorized number of common shares with HK$1.00 par value of ARMCO is 30,000,000
with 10,000 shares issued and outstanding. The ARMCO Shareholder owns all of the
shares of ARMCO representing a 100% interest in ARMCO. The issued and
outstanding shares are validly issued, fully paid, and non-assessable and not
issued in violation of the preemptive or other rights of any
person.

       

      Section
1.03   Subsidiaries and Predecessor
Corporations.  Except
as set forth in the ARMCO Schedules, ARMCO does not have any
subsidiaries, and does not own, beneficially or of record, any shares of any
other corporation.  For purposes hereinafter, the term “ARMCO” also includes those
subsidiaries set forth on the ARMCO Schedules.

       

      Section
1.04   Financial
Statements.

       

      (a)           Included
in the ARMCO Schedules
are (i) the audited balance sheets of ARMCO as of December 31, 2007
and December 31, 2006 and the related audited statements of operations,
stockholders’ equity and cash flows for the fiscal years ended December 31, 2007
and December 31, 2006 together with the notes to such statements and the opinion
of Li & Company, PC, independent certified public accountants, and (ii) the
unaudited (reviewed) financial statements of ARMCO for the quarter ended March
31, 2008.

       

      (b)           All
such financial statements have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved. The ARMCO
balance sheets are true and accurate and present fairly as of their respective
dates the financial condition of ARMCO.  As of the
date of such balance sheets, except as and to the extent reflected or reserved
against therein, ARMCO
had no liabilities or obligations (absolute or contingent) which should be
reflected in the balance sheets or the notes thereto prepared in accordance with
generally accepted accounting principles, and all assets reflected therein are
properly reported and present fairly the value of the assets of ARMCO, in accordance with
generally accepted accounting principles. The statements of operations,
stockholders’ equity and cash flows reflect fairly the information required to
be set forth therein by generally accepted accounting principles.

       

      (c)           ARMCO has duly and punctually
paid all Governmental fees and taxation which it has become liable to pay and
has duly allowed for all taxation reasonably foreseeable and is under no
liability to pay any penalty or interest in connection with any claim for
governmental fees or taxation and ARMCO has made any and all proper declarations
and returns for taxation purposes and all information contained in such
declarations and returns is true and complete and full provision or reserves
have been made in its financial statements for all Governmental fees and
taxation.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      (d)           The
books and records, financial and otherwise, of ARMCO are in all material
aspects complete and correct and have been maintained in accordance with good
business and accounting practices.

       

      (e)           All
of ARMCO’s assets are
reflected on its financial statements, and, except as set forth in the ARMCO Schedules or the
financial statements of ARMCO or the notes thereto,
ARMCO has no material
liabilities, direct or indirect, matured or unmatured, contingent or
otherwise.

       

      Section
1.05   Information.  The
information concerning ARMCO set forth in this
Agreement and in the ARMCO Schedules is complete
and accurate in all material respects and does not contain any untrue statement
of a material fact or omit to state a material fact required to make the
statements made, in light of the circumstances under which they were made, not
misleading.  In addition, ARMCO has fully disclosed in
writing to COX (through this Agreement or the ARMCO Schedules) all
information relating to matters involving ARMCO or its assets or its
present or past operations or activities which (i) indicated or may indicate, in
the aggregate, the existence of a greater than $50,000 liability, (ii) have led
or may lead to a competitive disadvantage on the part of ARMCO or (iii) either alone or
in aggregation with other information covered by this Section, otherwise have
led or may lead to a material adverse effect on ARMCO, its assets, or its
operations or activities as presently conducted or as contemplated to be
conducted after the Closing Date, including, but not limited to, information
relating to governmental, employee, environmental, litigation and securities
matters and transactions with affiliates.

      


      Section
1.06   Options or
Warrants.  There
are no existing options, warrants, calls, or commitments of any character
relating to the authorized and unissued stock of ARMCO.

       

      Section
1.07   Absence of Certain Changes
or Events.  Since
December 31, 2007 or such other date as provided for herein:

       

      (a)           there
has not been any material adverse change in the business, operations,
properties, assets, or condition (financial or otherwise) of ARMCO;

       

      (b)           ARMCO has not (i) amended its
memorandum and articles of association since July 13, 2001; (ii) declared or
made, or agreed to declare or make, any payment of dividends or distributions of
any assets of any kind whatsoever to stockholders or purchased or redeemed, or
agreed to purchase or redeem, any of its shares; (iii) made any material change
in its method of management, operation or accounting, (iv) entered into any
other material transaction other than sales in the ordinary course of its
business; or (v) made any increase in or adoption of any profit sharing, bonus,
deferred compensation, insurance, pension, retirement, or other employee benefit
plan, payment, or arrangement made to, for, or with its officers, directors, or
employees; and

       

      (c)           ARMCO has not (i) granted or
agreed to grant any options, warrants or other rights for its stocks, bonds or
other corporate securities calling for the issuance thereof, (ii) borrowed or
agreed to borrow any funds or incurred, or become subject to, any material
obligation or liability (absolute or contingent) except as disclosed herein and
except liabilities incurred in the ordinary course of business; (iii) sold or
transferred, or agreed to sell or transfer, any of its assets, properties, or
rights or canceled, or agreed to cancel, any debts or claims; or (iv) issued,
delivered, or agreed to issue or deliver any stock, bonds or other corporate
securities including debentures (whether authorized and unissued or held as
treasury stock) except in connection with this Agreement.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      Section
1.08   Litigation and
Proceedings. Except
as disclosed on Schedule 1.08, there are no actions, suits, proceedings, or
investigations pending or, to the knowledge of ARMCO after reasonable
investigation, threatened by or against ARMCO or affecting ARMCO or its properties, at
law or in equity, before any court or other governmental agency or
instrumentality, domestic or foreign, or before any arbitrator of any
kind.  ARMCO
does not have any knowledge of any material default on its part with respect to
any judgment, order, injunction, decree, award, rule, or regulation of any
court, arbitrator, or governmental agency or instrumentality or of any
circumstances which, after reasonable investigation, would result in the
discovery of such a default.

       

      Section
1.09   Contracts.

       

      (a)           All
“material” contracts, agreements, franchises, license agreements, debt
instruments or other commitments to which  ARMCO is a party or by which
it or any of its assets, products, technology, or properties are bound other
than those incurred in the ordinary course of business are set forth on the
ARMCO
Schedules.  A “material” contract, agreement, franchise, license
agreement, debt instrument or commitment is one which (i) will remain in effect
for more than six (6) months after the date of this Agreement or (ii) involves
aggregate obligations of at least fifty thousand dollars ($50,000);

       

      (b)           All
contracts, agreements, franchises, license agreements, and other commitments to
which ARMCO is a party
or by which its properties are bound and which are material to the operations of
ARMCO taken as a whole
are valid and enforceable by ARMCO in all respects, except
as limited by bankruptcy and insolvency laws and by other laws affecting the
rights of creditors generally; and

       

      (c)           Except
as included or described in the ARMCO Schedules or reflected
in the most recent ARMCO
balance sheet, ARMCO is
not a party to any oral or written (i) contract for the employment of any
officer or employee; (ii) profit sharing, bonus, deferred compensation, stock
option, severance pay, pension benefit or retirement plan, (iii) agreement,
contract, or indenture relating to the borrowing of money, (iv) guaranty of any
obligation; (vi) collective bargaining agreement; or (vii) agreement with any
present or former officer or director of ARMCO.

       

      Section
1.10   No Conflict With Other
Instruments.  The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or modify the
terms of any indenture, mortgage, deed of trust, or other material agreement, or
instrument to which ARMCO is a party or to which
any of its assets, properties or operations are subject.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      Section
1.11   Compliance With Laws and
Regulations.  To the
best of its knowledge, ARMCO has complied with all
applicable statutes and regulations of any federal, state, or other governmental
entity or agency thereof, except to the extent that noncompliance would not
materially and adversely affect the business, operations, properties, assets, or
condition of ARMCO or
except to the extent that noncompliance would not result in the occurrence of
any material liability for ARMCO.  This
compliance includes, but is not limited to, the filing of all reports to date
with federal and state securities authorities.

       

      Section
1.12   Approval of
Agreement.  The
Board of Directors of ARMCO has authorized the
execution and delivery of this Agreement by ARMCO and has approved this
Agreement and the transactions contemplated hereby, and will recommend to the
ARMCO Shareholder that
the Share Purchase be accepted.

       

      Section
1.13   ARMCO
Schedules.  ARMCO has delivered to COX the
following schedules, which are collectively referred to as the “ARMCO Schedules” and which
consist of separate schedules dated as of the date of execution of this
Agreement, all certified by the chief executive officer of ARMCO as complete, true, and
correct as of the date of this Agreement in all material respects:

       

      (a)           a
schedule containing complete and correct copies of the memorandum and articles
of association of ARMCO
in effect as of the date of this Agreement;

       

      (b)           a
schedule containing the financial statements of ARMCO identified in paragraph
1.04(a);

       

      (c)           a
schedule setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of ARMCO since December 31, 2007,
required to be provided pursuant to section 1.07 hereof;

       

      (d)           a
schedule of any exceptions to the representations made herein; and

       

      (e)           a
schedule containing the other information requested above.

       

      ARMCO shall cause the ARMCO Schedules and the
instruments and data delivered to COX hereunder to be promptly updated after the
date hereof up to and including the Closing Date.

       

      Section
1.14   Valid
Obligation.  This
Agreement and all agreements and other documents executed by ARMCO in connection herewith
constitute the valid and binding obligation of ARMCO, enforceable in
accordance with its or their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and subject to the qualification that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.

       

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      ARTICLE
II

       

      REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF COX

       

      As an
inducement to, and to obtain the reliance of ARMCO and the ARMCO Shareholder, except as
set forth in the COX Schedules (as hereinafter defined), COX represents and
warrants, as of the date hereof and as of the Closing Date, as
follows:

       

      Section
2.01   Organization.  COX
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Nevada and has the corporate power and is duly
authorized under all applicable laws, regulations, ordinances, and orders of
public authorities to carry on its business in all material respects as it is
now being conducted.  Included in the COX Schedules are complete and
correct copies of the certificate of incorporation and bylaws of COX as in
effect on the date hereof. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated hereby will not,
violate any provision of COX’s certificate of incorporation or
bylaws.  COX has taken all action required by law, its certificate of
incorporation, its bylaws, or otherwise to authorize the execution and delivery
of this Agreement, and COX has full power, authority, and legal right and has
taken all action required by law, its certificate of incorporation, bylaws, or
otherwise to consummate the transactions herein contemplated.

       

      Section
2.02   Capitalization.  COX’s
authorized capitalization consists of (a) 74,000,000 shares of common stock, par
value $.001 per share (“COX Common Stock”), of which 10,000,000 shares are
issued and outstanding, and (b) 1,000,000 shares of preferred stock, par value
$.001 per share, none of which are issued and outstanding.  All issued
and outstanding shares are legally issued, fully paid, and non-assessable and
not issued in violation of the preemptive or other rights of any
person.

       

      Section
2.03   Subsidiaries and Predecessor
Corporations.  COX
does not have any predecessor corporation(s), no subsidiaries, and does not own,
beneficially or of record, any shares of any other corporation.

       

      Section
2.04   Financial
Statements.

       

      (a)           Included
in the COX Schedules are (i) the audited balance sheets of COX as of December
31, 2006 and December 31, 2007 and the related audited statements of operations,
stockholders’ equity and cash flows for December 31, 2007 together with the
notes to such statements and the opinion of Li & Company, P.C. independent
certified public accountants with respect thereto.

       

      (b)           Included
in the COX Schedules are: (i) unaudited (reviewed) balance sheets of March 31,
2008 and the related unaudited (reviewed) statements of operations,
stockholders’ equity and cash flows for the quarters ended on such dates and all
such financial statements have been reviewed by Li & Company,
P.C.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (c)           All
such financial statements have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved. The COX balance sheets are true and accurate and present fairly as of
their respective dates the financial condition of COX.  As of the date
of such balance sheets, except as and to the extent reflected or reserved
against therein, COX had no liabilities or obligations (absolute or contingent)
which should be reflected in the balance sheets or the notes thereto prepared in
accordance with generally accepted accounting principles, and all assets
reflected therein are properly reported and present fairly the value of the
assets of COX, in accordance with generally accepted accounting principles. The
statements of operations, stockholders’ equity and cash flows reflect fairly the
information required to be set forth therein by generally accepted accounting
principles.

       

      (d)           COX
has no liabilities with respect to the payment of any federal, state, county,
local or other taxes (including any deficiencies, interest or penalties), except
for taxes accrued but not yet due and payable.

       

      (e)           COX
has timely filed all state, federal or local income and/or franchise tax returns
required to be filed by it from inception to the date hereof.  Each of
such income tax returns reflects the taxes due for the period covered thereby,
except for amounts which, in the aggregate, are immaterial.  In
addition, all such tax returns are correct and complete in all material
respects.  All taxes of Cox which are (i) shown as due on such
tax returns, (ii) otherwise due and payable or (iii) claimed or
asserted by any taxing authority to be due, have been paid, except for those
taxes being contested in good faith and for which adequate reserves have been
established in the financial statements included in the Financial Statements in
accordance with GAAP.  There are no liens for any taxes upon the
assets of Cox, other than statutory liens for taxes not yet due and
payable.  Cox does not know of any proposed or threatened tax claims
or assessments.

       

      (f)           The
books and records, financial and otherwise, of COX are in all material aspects
complete and correct and have been maintained in accordance with good business
and accounting practices

       

      (g)           All
of COX’s assets are reflected on its financial statements, and, except as set
forth in the COX Schedules or the financial statements of COX or the notes
thereto, COX has no material liabilities, direct or indirect, matured or
unmatured, contingent or otherwise.

       

      Section
2.05   Information.  The
information concerning COX set forth in this Agreement and the COX Schedules is
complete and accurate in all material respects and does not contain any untrue
statements of a material fact or omit to state a material fact required to make
the statements made, in light of the circumstances under which they were made,
not misleading.  In addition, COX has fully disclosed in writing to
ARMCO (through this
Agreement or the COX Schedules) all information relating to matters involving
COX or its assets or its present or past operations or activities which (i)
indicated or may indicate, in the aggregate, the existence of a greater than
$1,000 liability , (ii) have led or may lead to a competitive disadvantage on
the part of COX or (iii) either alone or in aggregation with other information
covered by this Section, otherwise have led or may lead to a material adverse
effect on COX, its assets, or its operations or activities as presently
conducted or as contemplated to be conducted after the Closing Date, including,
but not limited to, information relating to governmental, employee,
environmental, litigation and securities matters and transactions with
affiliates.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      Section
2.06   Options or
Warrants.  There
are no options, warrants, convertible securities, subscriptions, stock
appreciation rights, phantom stock plans or stock equivalents or other rights,
agreements, arrangements or commitments (contingent or otherwise) of any
character issued or authorized by COX relating to the issued or unissued capital
stock of COX (including, without limitation, rights the value of which is
determined with reference to the capital stock or other securities of COX) or
obligating COX to issue or sell any shares of capital stock of, or options,
warrants, convertible securities, subscriptions or other equity interests in,
COX.  There are no outstanding contractual obligations of COX to
repurchase, redeem or otherwise acquire any shares of COX Common Stock of COX or
to pay any dividend or make any other distribution in respect thereof or to
provide funds to, or make any investment (in the form of a loan, capital
contribution or otherwise) in, any person.

       

      Section
2.07   Absence of Certain Changes
or Events.  Since
the date of the most recent COX balance sheet included in the COX
Schedules:

       

      (a)           there
has not been (i) any material adverse change in the business, operations,
properties, assets or condition of COX or (ii) any damage, destruction or loss
to COX (whether or not covered by insurance) materially and adversely affecting
the business, operations, properties, assets or condition of COX;

       

      (b)           COX
has not (i) amended its certificate of incorporation or bylaws except as
required by this Agreement; (ii) declared or made, or agreed to declare or make
any payment of dividends or distributions of any assets of any kind whatsoever
to stockholders or purchased or redeemed, or agreed to purchase or redeem, any
of its capital stock; (iii) waived any rights of value which in the aggregate
are outside of the ordinary course of business or material considering the
business of COX; (iv) made any material change in its method of management,
operation, or accounting; (v) entered into any transactions or agreements other
than in the ordinary course of business; (vi) made any accrual or arrangement
for or payment of bonuses or special compensation of any kind or any severance
or  termination pay to any present or former officer or employee;
(vii) increased the rate of compensation payable or to become payable by it to
any of its officers or directors or any of its salaried employees whose monthly
compensation exceed $1,000; or  (viii) made any increase in any profit
sharing, bonus, deferred compensation, insurance, pension, retirement, or other
employee benefit plan, payment, or arrangement, made to, for or with its
officers, directors, or employees;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      (c)           COX
has not (i) granted or agreed to grant any options, warrants, or other rights
for its stock, bonds, or other corporate securities calling for the issuance
thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of business; (iii) paid or agreed to
pay any material obligations or liabilities (absolute or contingent) other than
current liabilities reflected in or shown on the most recent COX balance sheet
and current liabilities incurred since that date in the ordinary course of
business and professional and other fees and expenses in connection with the
preparation of this Agreement and the consummation of the transaction
contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer,
any of its assets, properties, or rights (except assets, properties, or rights
not used or useful in its business which, in the aggregate have a value of less
than $1,000), or canceled, or agreed to cancel, any debts or claims (except
debts or claims which in the aggregate are of a value less than $1,000); (v)
made or permitted any amendment or termination of any contract, agreement, or
license to which it is a party if such amendment or termination is material,
considering the business of COX; or (vi) issued, delivered or agreed to issue or
deliver, any stock, bonds or other corporate securities including debentures
(whether authorized and unissued or held as treasury stock), except in
connection with this Agreement; and

       

      (d)           to
its knowledge, COX has not become subject to any law or regulation which
materially and adversely affects, or in the future, may adversely affect, the
business, operations, properties, assets or condition of COX.

       

      Section
2.08   Litigation and
Proceedings.  There
are no actions, suits, proceedings or investigations pending or, to the
knowledge of COX after reasonable investigation, threatened by or against COX or
affecting COX or its properties, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind except as disclosed in the COX Schedules.  COX
has no knowledge of any default on its part with respect to any judgment, order,
writ, injunction, decree, award, rule or regulation of any court, arbitrator, or
governmental agency or instrumentality or any circumstance which after
reasonable investigation would result in the discovery of such
default.

       

      Section
2.09   Contracts.

       

      (a)           COX
is not a party to, and its assets, products, technology and properties are not
bound by, any leases, contract, franchise, license agreement, agreement, debt
instrument, obligation, arrangement, understanding or other commitments whether
such agreement is in writing or oral (“Contracts”).

       

      (b)           COX
is not a party to or bound by, and the properties of COX are not subject to any
Contract, agreement, other commitment or instrument; any charter or other
corporate restriction; or any judgment, order, writ, injunction, decree, or
award; and

       

      (c)           COX
is not a party to any oral or written (i) contract for the employment of any
officer or employee; (ii) profit sharing, bonus, deferred compensation, stock
option, severance pay, pension benefit or retirement plan, (iii) agreement,
contract, or indenture relating to the borrowing of money, (iv) guaranty of any
obligation, (vi) collective bargaining agreement; or (vii) agreement with any
present or former officer or director of COX.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      Section
2.10   No Conflict With Other
Instruments.  The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or modify the
terms of, any indenture, mortgage, deed of trust, or other material agreement or
instrument to which COX is a party or to which any of its assets, properties or
operations are subject.

       

      Section
2.11   Compliance With Laws and
Regulations.  COX has
complied with all United States federal, state or local or any applicable
foreign statute, law, rule, regulation, ordinance, code, order, judgment, decree
or any other applicable requirement or rule of law (a “Law”) applicable to Cox and
the operation of its business.  This compliance includes, but is not
limited to, the filing of all reports to date with federal and state securities
authorities.

       

      Section
2.12   Approval of
Agreement.  The
Board of Directors of COX has authorized the execution and delivery of this
Agreement by COX and has approved this Agreement and the transactions
contemplated hereby.

       

      Section
2.13   Material Transactions or
Affiliations.  Except
as disclosed herein and in the COX Schedules, there exists no contract,
agreement or arrangement between COX and any predecessor and any person who was
at the time of such contract, agreement or arrangement an officer, director, or
person owning of record or known by COX to own beneficially, 5% or more of the
issued and outstanding common stock of COX and which is to be performed in whole
or in part after the date hereof or was entered into not more than three years
prior to the date hereof.  Neither any officer, director, nor 5%
Shareholders of COX has, or has had since inception of COX, any known interest,
direct or indirect, in any such transaction with COX which was material to the
business of COX.  COX has no commitment, whether written or oral, to
lend any funds to, borrow any money from, or enter into any other transaction
with, any such affiliated person.

       

      Section
2.14   COX
Schedules.  COX
has delivered to ARMCO
the following schedules, which are collectively referred to as the “COX
Schedules” and which consist of separate schedules, which are dated the date of
this Agreement, all certified by the chief executive officer of COX to be
complete, true, and accurate in all material respects as of the date of this
Agreement.

       

      (a)           a
schedule containing complete and accurate copies of the certificate of
incorporation and bylaws of COX as in effect as of the date of this
Agreement;

       

      (b)           a
schedule containing the financial statements of COX identified in paragraph
2.04(a) and (b);

       

      (c)           a
schedule setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of COX since
December 31, 2007, required to be provided pursuant to section 2.07 hereof;
and

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (d)           a
schedule setting forth any other information, together with any required copies
of documents, required to be disclosed in the COX Schedules by Sections 2.01
through 2.19 and 2.21.

       

      COX shall
cause the COX Schedules and the instruments and data delivered to ARMCO hereunder to be promptly
updated after the date hereof up to and including the Closing Date.

       

      Section
2.15   Bank Accounts; Power of
Attorney.  Set
forth in the COX Schedules is a true and complete list of (a) all accounts with
banks, money market mutual funds or securities or other financial institutions
maintained by COX within the past twelve (12) months, the account numbers
thereof, and all persons authorized to sign or act on behalf of COX, (b) all
safe deposit boxes and other similar custodial arrangements maintained by COX
within the past twelve (12) months, (c) the check ledger for the last 12 months,
and (d) the names of all persons holding powers of attorney from COX or who are
otherwise authorized to act on behalf of COX with respect to any matter, other
than its officers and directors, and a summary of the terms of such powers or
authorizations.

       

      Section
2.16   Valid
Obligation.  This
Agreement and all agreements and other documents executed by COX in connection
herewith constitute the valid and binding obligation of COX, enforceable in
accordance with its or their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and subject to the qualification that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.

       

      Section
2.17   SEC
Filings; Financial
Statements. (a) COX
has made available to ARMCO a correct and complete
copy, or there has been available on EDGAR, copies of each report, registration
statement and definitive proxy statement filed by COX with the SEC since its
initial filing on August 27, 2007 (the “COX SEC Reports”),
which are all the forms, reports and documents filed by COX with the SEC from
August 27, 2007 to the date of this Agreement. As of their respective dates, the
COX SEC Reports: (i) were prepared in accordance and complied in all material
respects with the requirements of the Securities Act or the Exchange Act, as the
case may be, and the rules and regulations of the SEC thereunder applicable to
such COX SEC Reports, and (ii) did not at the time they were filed (and if
amended or superseded by a filing prior to the date of this Agreement then on
the date of such filing and as so amended or superseded) contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.

       

      (b) 
Each set of financial statements (including, in each case, any related notes
thereto) contained in the COX SEC Reports comply as to form in all material
respects with the published rules and regulations of the SEC with respect
thereto, were prepared in accordance with U.S. GAAP applied on a consistent
basis throughout the periods involved (except as may be indicated in the notes
thereto or, in the case of unaudited statements, do not contain footnotes as
permitted by Form 10-QSB promulgated under the Exchange Act) and each fairly
presents in all material respects the financial position of COX at the
respective dates thereof and the results of its operations and cash flows for
the periods indicated, except that the unaudited interim financial statements
were or are subject to normal adjustments which were not or are not expected to
have a Material Adverse Effect on Applied Spectrum taken as a
whole.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      Section
2.18   Over-the-Counter Bulletin
Board Quotation. COX
Common Stock is quoted on the Over-the-Counter Electronic Bulletin Board (“OTC BB”). There is no
action or proceeding pending or, to COX’s knowledge, threatened against COX by
NASDAQ or The Financial Industry Regulatory Authority, Inc. ("FINRA") with
respect to any intention by such entities to prohibit or terminate the quotation
of COX Common Stock on the OTC BB.

      


      Section
2.19   Exchange Act
Compliance.  COX
is in compliance with, and current in, all of the reporting, filing and other
requirements under the Exchange Act, the shares of COX Common Stock have been
registered under Section 12(g) of the Exchange Act, and COX is in compliance
with all of the requirements under, and imposed by, Section 12(g) of the
Exchange Act.

       

      Section
2.20   Environmental Compliance and
Disclosure.

       

      (a)          
COX possess, and are in compliance with, all permits, licenses and government
authorizations and have filed all notices that are required under local, state
and federal Laws and regulations relating to protection of the environment,
pollution control, product registration and hazardous materials (“Environmental Laws”)
applicable to COX and the operation of its business and COX is in compliance
with all applicable limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
those Laws or  contained in any Law, regulation, code, plan, order,
decree, judgment, notice, permit or demand letter issued, entered, promulgated
or approved thereunder.

       

      (b)           COX
has received notice of actual or threatened liability under the Federal
Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) or any similar state
or local statute or ordinance from any governmental agency or any third party,
and there are no facts or circumstances which would form the basis for the
assertion of any claim against COX under any Environmental Laws including,
without limitation, CERCLA or any similar local, state or foreign Law with
respect to any on-site or off-site location.

       

      (c)           COX
has entered into or agreed to, nor does COX contemplate entering into any
consent decree or order, and is not subject to any judgment, decree or judicial
or administrative order relating to compliance with, or the cleanup of hazardous
materials under, any applicable Environmental Laws.

       

      (d)           COX
has received notice that it is subject to any claim, obligation, liability,
loss, damage or expense of whatever kind or nature, contingent or otherwise,
incurred or imposed or based upon any provision of any Environmental Law and
arising out of any act or omission of COX, its employees, agents or
representatives or arising out of the ownership, use, control or operation by
COX of any facility, site, area or property (including, without limitation, any
facility, site, area or property currently or previously owned or leased by COX)
from which any hazardous materials were released into the environment (the term
“release” meaning any
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping or disposing into the environment, and the term
“environment” meaning
any surface or ground water, drinking water supply, soil, surface or subsurface
strata or medium, or the ambient air).

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      (e)           None
of COX real property previously owned by COX contains any friable asbestos,
regulated PCBs or underground storage tanks.

       

      (f)           As
used in this Agreement, the term “hazardous materials” means any
waste, pollutant, hazardous substance, toxic, ignitable, reactive or corrosive
substance, hazardous waste, special waste, industrial substance, by-product,
process intermediate product or waste, petroleum or petroleum-derived substance
or waste, chemical liquids or solids, liquid or gaseous products, or any
constituent of any such substance or waste, the use, handling or disposal of
which by COX is in any way governed by or subject to any applicable Law, rule or
regulation of any Governmental Entity.

       

      Section
2.21   Insurance
Policies.  COX has not received notice of any pending or
threatened cancellation (retroactive or otherwise) with respect to any of the
insurance policies in force naming COX, any of its employees thereof as an
insured or beneficiary or as a loss payable payee and COX is in compliance in
all material respects with all conditions contained therein.  There
are no pending claims against such insurance policies by COX as to which
insurers are defending under reservation of rights or have denied liability, and
there exists no claim under such insurance policies that has not been properly
filed by COX.  Set forth on Schedule 2.21is a list of all of COX’s
insurance policies.

       

      Section
2.22    Employee Benefit Plans and
Agreements.  Cox has no deferred compensation, pension,
profit-sharing and retirement plans, or bonus, welfare, severance policies or
programs or other “employee benefit plans” (as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), fringe benefit or
stock option, stock ownership, stock appreciation, phantom stock or equity (or
equity-based) plans, including individual contracts, severance agreements,
employee agreements, consulting agreements with individuals, separation and
change in control programs, agreements or arrangements, or employee retention
agreements, providing the same or similar benefits, whether or not written,
participated in or maintained by COX or with respect to which contributions are
made or obligations assumed by COX in respect of COX (including health, life
insurance and other benefit plans maintained for former employees or
retirees).

       

      


      
        
          
          

        

        
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      ARTICLE
III

      SHARE
PURCHASE PRICE

       

      Section
3.01    The Share
Purchase.  On
the terms and subject to the conditions set forth in this Agreement, on the
Closing Date (as defined in Section 3.03), the ARMCO Shareholder shall sell,
assign, transfer and deliver, free and clear of all liens, pledges,
encumbrances, charges, restrictions or known claims of any kind, nature, or
description, all of the shares of ARMCO held by such
Shareholder; the objective of such purchase (the “Share Purchase”) being the
acquisition by COX of not less than 100% of the issued and outstanding shares of
ARMCO.  In
exchange for the transfer of such securities by the ARMCO Shareholder, COX shall
deliver to the ARMCO
Shareholder, its affiliates or assigns, the purchase price of $6,890,000 (the
“Purchase Price”) by delivering to the ARMCO Shareholder a promissory note in
the form set forth in Exhibit “A” (the “Purchase Money Promissory
Note”).   At the Closing Date, the ARMCO Shareholder shall, on
surrender of his certificate or certificates representing his ARMCO shares to COX or its
registrar or transfer agent, be entitled to receive the Purchase Money
Promissory Note.

       

      Upon
consummation of the transaction contemplated herein, all of the issued and
outstanding shares of ARMCO shall be held by
COX.

       

      Section
3.02    Cancellation of Certain
Shares of COX Common Stock.  No
later than 30 days after the Closing Date, Stephen E. Cox, will cancel a total
number of 7,694,000 shares of COX Common Stock at the request of the
Company.

       

      Section
3.03    Closing.  The
closing (“Closing”) of the transactions contemplated by this Agreement shall
occur following the payment of the outstanding liabilities of COX, and upon
delivery of the Purchase Money Promissory Note as described in Section 3.01
herein. The Closing shall take place at a mutually agreeable time and place and
is anticipated to close by no later than June 30, 2008.

       

      Section
3.04    Closing
Events.  At the
Closing, COX, ARMCO and
the ARMCO Shareholder shall execute, acknowledge, and deliver (or shall ensure
to be executed, acknowledged, and delivered), any and all certificates,
opinions, financial statements, schedules, agreements, resolutions, rulings or
other instruments required by this Agreement to be so delivered at or prior to
the Closing, together with such other items as may be reasonably requested by
the parties hereto and their respective legal counsel in order to effectuate or
evidence the transactions contemplated hereby.

       

      Section
3.05    Termination.  This
Agreement may be terminated by the Board of Directors of ARMCO or COX only in the event
that COX or ARMCO do not
meet the conditions precedent set forth in Articles V and VI.  If this
Agreement is terminated pursuant to this section, this Agreement shall be of no
further force or effect, and no obligation, right or liability shall arise
hereunder.

       

      ARTICLE
IV

      SPECIAL
COVENANTS

       

      Section
4.01    Access to Properties and
Records.  COX
and  ARMCO
will each afford to the officers and authorized representatives of the
other full access to the properties, books and records of COX or ARMCO, as the case may be, in
order that each may have a full opportunity to make such reasonable
investigation as it shall desire to make of the affairs of the other, and each
will furnish the other with such additional financial and operating data and
other information as to the business and properties of COX or ARMCO, as the case may be, as
the other shall from time to time reasonably request.  Without
limiting the foregoing, as soon as practicable after the end of each fiscal
quarter (and in any event through the last fiscal quarter prior to the Closing
Date), each party shall provide the other with quarterly internally prepared and
unaudited financial statements.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      Section
4.02    Delivery of Books and
Records.  At the
Closing, COX shall deliver to ARMCO, the originals of the
corporate minute books, books of account, contracts, records, and all other
books or documents of COX now in the possession of COX or its
representatives.

       

      Section
4.03    Third Party Consents and
Certificates.  COX and
ARMCO agree to cooperate
with each other in order to obtain any required third party consents to this
Agreement and the transactions herein contemplated.

       

      Section
4.04    COX SEC
Filings.  On
or before the Closing Date, COX shall promptly file with the SEC necessary
disclosure statements required by federal securities law.

       

      Section
4.05    Designation of Directors and
Officer.  Upon
signing this Agreement, the following directors will take the position of
Director with COX, Kexuan Yao, Weigang Zhao, Auan Chen and such other persons as
may be designated by Mr. Yao, and the existing officers and directors of COX,
Stephen E. Cox and Mary Ann Cox, after the signing of this Agreement, shall
tender their resignations of all positions held with COX effective
immediately.  In addition, upon the signing of this Agreement, COX
shall immediately appoint as officers of COX the following persons: Kexuan
Yao as Chief
Executive Officer and President, and Fengtao Wen as Chief Financial
Officer.

       

      Section
4.06    Actions Prior to
Closing.

       

      (a)           From
and after March 31, 2008 until the Closing Date and except as set forth in the
COX Schedules or ARMCO
Schedules or as permitted or contemplated by this Agreement, COX (subject to
paragraph (d) below) and ARMCO
respectively, will each:

       

      (i)           carry
on its business in substantially the same manner as it has
heretofore;

       

      (ii)           maintain
and keep its properties in states of good repair and condition as at present,
except for depreciation due to ordinary wear and tear and damage due to
casualty;

       

      (iii)           maintain
in full force and effect insurance comparable in amount and in scope of coverage
to that now maintained by it;

       

      (iv)           perform
in all material respects all of its obligations under material contracts,
leases, and instruments relating to or affecting its assets, properties, and
business;

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      (v)           use
its best efforts to maintain and preserve its business organization intact, to
retain its key employees, and to maintain its relationship with its material
suppliers and customers; and

       

      (vi)           fully
comply with and perform in all material respects all obligations and duties
imposed on it by all federal and state laws and all rules, regulations, and
orders imposed by federal or state governmental authorities.

       

      (b)           From
and after March 31, 2008 until the Closing Date, neither COX nor ARMCO will:

       

      (i)           make
any changes in their memorandum of association, articles of association,
articles or certificate of incorporation or bylaws except as contemplated by
this Agreement including a name change;

       

      (ii)           take
any action described in Section 1.07 in the case of ARMCO or in Section 2.07, in
the case of COX (all except as permitted therein or as disclosed in the
applicable party’s schedules);

       

      (iii)           enter
into or amend any contract, agreement, or other instrument of any of the types
described in such party’s schedules, except that a party may enter into or amend
any contract, agreement, or other instrument in the ordinary course of business
involving the sale of goods or services; or

       

      (iv)           sell
any assets or discontinue any operations, sell any shares of capital stock or
conduct any similar transactions other than in the ordinary course of
business.

       

      Section
4.07    Indemnification.

       

      (a)           ARMCO hereby agrees to
indemnify COX and each of the officers, agents and directors of COX as of the
date of execution of this Agreement against any loss, liability, claim, damage,
or expense (including, but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing, or defending against any
litigation, commenced or threatened, or any claim whatsoever) (“Loss”), to which
it or they may become subject arising out of or based on any inaccuracy
appearing in or misrepresentations made under Article I of this
Agreement.  The indemnification provided for in this paragraph shall
survive the Closing and consummation of the transactions contemplated hereby and
termination of this Agreement for one year following the Closing.

       

      (b)           The
ARMCO Shareholder agree
to indemnify COX and each of the officers, agents and directors of COX as of the
date of execution of this Agreement against any Loss, to which it or they may
become subject arising out of or based on any inaccuracy appearing in or
misrepresentations made under Article 3.01 of this Agreement.  The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement for one year following the Closing.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      (c)           COX
and Stephen Cox, jointly and severally, agree to indemnify and hold harmless
ARMCO and each of the
officers, agents, and directors of ARMCO and the ARMCO Shareholder as of the
date of execution of this Agreement (the “ARMCO Indemnitees”) against any
Liabilities incurred or suffered by the ARMCO Indemnitees.  For this
purpose, “Liabilities” shall mean all suits, proceedings, claims, expenses,
losses, costs, liabilities, judgments, deficiencies, assessments, actions,
investigations, penalties, fines, settlements, interest and damages (including
reasonable attorneys' fees and expenses), whether suit is  instituted
or not and, if instituted, whether at any trial or appellate level, and whether
raised by the parties hereto or a third party, incurred or suffered by the ARMCO
Indemnitees or any of them arising from, in connection with or as a result of
(a) any false or inaccurate representation or warranty made by or on behalf of
COX in or pursuant to this Agreement; (b) any default or breach in the
performance of any of the covenants or agreements made by COX in or pursuant to
this Agreement; (c) the operation of COX’s business prior to the Closing; (d)
any obligation or liability of COX which is not included in COX’s Financial
Statements (e) any breach of the contracts prior to the Closing; and (f) any
Liabilities arising out of the claims of creditors of COX or any party claiming
by, through or under such creditor, including, but not limited to, any
bankruptcy trustee or debtor-in-possession.  The indemnification
provided for in this paragraph shall survive the Closing and consummation of the
transactions contemplated hereby and termination of this Agreement for one year
following the Closing.

       

      Section
4.08    Sales of Securities Under
Rule 144, If Applicable.

       

      (a)           COX
will use its best efforts to at all times satisfy the current public information
requirements of Rule 144 promulgated under the Securities Act so that its
shareholders can sell restricted securities that have been held for six months
(or one year, as the case may be) or more or such other restricted period as
required by Rule 144 as it is from time to time amended.

       

      (b)           Upon
being informed in writing by any person holding restricted stock of COX that
such person intends to sell any shares under rule 144 promulgated under the
Securities Act (including any rule adopted in substitution or replacement
thereof), COX will certify in writing to such person that it is compliance with
Rule 144 current public information requirement to enable such person to sell
such person’s restricted stock under Rule 144, as may be applicable under the
circumstances.

       

      (c)           If
any certificate representing any such restricted stock is presented to COX’s
transfer agent for registration or transfer in connection with any sales
theretofore made under Rule 144, provided such certificate is duly endorsed for
transfer by the appropriate person(s) or accompanied by a separate stock power
duly executed by the appropriate person(s) in each case with reasonable
assurances that such endorsements are genuine and effective, and is accompanied
by a legal opinion that such transfer has complied with the requirements of Rule
144, as the case may be, COX will promptly instruct its transfer agent to
register such transfer and to issue one or more new certificates representing
such shares to the transferee and, if appropriate under the provisions of Rule
144, as the case may be, free of any stop transfer order or restrictive
legend.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      Section
4.09    Payment of
Liabilities.  Prior
to the Closing, COX shall have paid and discharged of all of COX’s liabilities,
including all of COX’s accounts payable and any outstanding legal fees incurred
prior to the Closing Date.

       

      Section
4.10    Assistance with Post-Closing
SEC Reports and Inquiries. Upon the
reasonable request of ARMCO, after the Closing Date,
Stephen E. Cox and Mary Ann Cox shall use their reasonable best efforts to
provide such information available to it, including information, filings,
reports, financial statements or other circumstances of COX occurring, reported
or filed prior to the Closing, as may be necessary or required by COX for the
preparation of the reports that COX is required to file after Closing with the
SEC to remain in compliance and current with its reporting requirements under
the Exchange Act, or filings required to address and resolve matters as may
relate to the period prior to Closing and any SEC comments relating thereto or
any SEC inquiry thereof.

       

      


      ARTICLE
V

      CONDITIONS
PRECEDENT TO OBLIGATIONS OF COX

       

      The
obligations of COX under this Agreement are subject to the satisfaction, at or
before the Closing Date, of the following conditions:

       

      Section
5.01    Accuracy of Representations
and Performance of Covenants.  The
representations and warranties made by ARMCO and ARMCO Shareholder in this
Agreement were true when made and shall be true at the Closing Date with the
same force and effect as if such representations and warranties were made at and
as of the Closing Date (except for changes therein permitted by this
Agreement).  ARMCO shall have performed or
complied with all covenants and conditions required by this Agreement to be
performed or complied with by ARMCO prior to or at the
Closing.  COX shall be furnished with a certificate, signed by a duly
authorized executive officer of ARMCO and dated the Closing
Date, to the foregoing effect.

       

      Section
5.02    Officer’s
Certificate.  COX
shall have been furnished with a certificate dated the Closing Date and signed
by a duly authorized officer of ARMCO to the effect that no
litigation, proceeding, investigation, or inquiry is pending, or to the best
knowledge of ARMCO
threatened, which might result in an action to enjoin or prevent the
consummation of the transactions contemplated by this Agreement, or, to the
extent not disclosed in the ARMCO Schedules, by or against
ARMCO, which might
result in any material adverse change in any of the assets, properties,
business, or operations of ARMCO.

       

      Section
5.03    Good
Standing.  Dated
within fifteen (15) days of the Closing Date, COX shall have received a
certificate of good standing, certifying that ARMCO is in good standing as a
company in Hong Kong.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      Section
5.04    Approval by ARMCO Shareholder.  The
Share Purchase shall have been approved by the holders of not less than fifty
and one tenths percent (50.01%) of the shares, including voting power, of ARMCO, unless a lesser number
is agreed to by COX.

       

      Section
5.05    No Governmental
Prohibition.  No
order, statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order shall have been enacted, entered, promulgated or
enforced by any court or governmental or regulatory authority or instrumentality
which prohibits the consummation of the transactions contemplated
hereby.

       

      Section
5.06    Consents.  All
consents, approvals, waivers or amendments pursuant to all contracts, licenses,
permits, trademarks and other intangibles in connection with the transactions
contemplated herein, or for the continued operation of ARMCO after the Closing Date
on the basis as presently operated shall have been obtained.

       

      Section
5.07    Other
Items.

       

      (a)           COX
shall have received a list containing the name, address, and number of shares
held by the ARMCO
Shareholder as of the date of Closing, certified by an executive officer of
ARMCO as being true,
complete and accurate; and

       

      (b)           COX
shall have received such further opinions, documents, certificates or
instruments relating to the transactions contemplated hereby as COX may
reasonably request.

       

      ARTICLE
VI

      CONDITIONS
PRECEDENT TO OBLIGATIONS OF ARMCO

      AND
THE ARMCO SHAREHOLDER

       

      The
obligations of ARMCO and
the ARMCO Shareholder
under this Agreement are subject to the satisfaction, at or before the Closing
Date, of the following conditions:

       

      Section
6.01    Accuracy of Representations
and Performance of Covenants.  The
representations and warranties made by COX in this Agreement were true when made
and shall be true as of the Closing Date (except for changes therein permitted
by this Agreement) with the same force and effect as if such representations and
warranties were made at and as of the Closing Date.  Additionally, COX
shall have performed and complied with all covenants and conditions required by
this Agreement to be performed or complied with by COX.

       

      Section
6.02    Officer’s
Certificate.  ARMCO shall have been
furnished with certificates dated the Closing Date and signed by duly authorized
executive officers of COX, to the effect that no litigation, proceeding,
investigation or inquiry is pending, or to the best knowledge of COX threatened,
which might result in an action to enjoin or prevent the consummation of the
transactions contemplated by this Agreement  or, to the extent not
disclosed in the COX Schedules, by or against COX, which might result in any
material adverse change in any of the assets, properties or operations of
COX.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      Section
6.03    Good
Standing.  ARMCO shall have received a
certificate of good standing from the Secretary of State of Nevada or other
appropriate office, dated as of a date within ten days prior to the Closing Date
certifying that COX is in good standing as a corporation in the State of Nevada
and has filed all tax returns required to have been filed by it to date and has
paid all taxes reported as due thereon.

       

      Section
6.04    No Governmental
Prohibition.  No
order, statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order shall have been enacted, entered, promulgated or
enforced by any court or governmental or regulatory authority or instrumentality
which prohibits the consummation of the transactions contemplated
hereby.

       

      Section
6.05    Approval by COX
Shareholders.  The
Share Purchase shall have been approved by the holders of not less than fifty
and one tenths percent (50.01%) of the shares, including voting power, of COX,
unless a lesser number is agreed to by ARMCO.

       

      Section
6.06    Consents.  All
consents, approvals, waivers or amendments pursuant to all contracts, licenses,
permits, trademarks and other intangibles in connection with the transactions
contemplated herein, or for the continued operation of COX after the Closing
Date on the basis as presently operated shall have been obtained.

       

      Section
6.07    Shareholder
Report.  ARMCO shall receive a
shareholder’s report reflective of all COX shareholder’s which does not exceed
10,000,000 shares of COX common stock issued and outstanding as of the day prior
to the Closing Date.

       

      Section
6.08    Consulting
Agreement.  Stephen Cox shall have entered into a Consulting
Agreement with China Direct, Inc. or its subsidiaries in a form and on terms
acceptable to China Direct, Inc. and ARMCO.

       

      Section
6.09    Prior to the Closing, COX shall have paid and
discharged of all of COX’s liabilities, including all of COX’s accounts payable
and any outstanding legal fees incurred prior to the Closing Date as provided
for in this Agreement.

       

      Section
6.10     Other
Items.  ARMCO shall have received
further opinions, documents, certificates, or instruments relating to the
transactions contemplated hereby as ARMCO may reasonably
request.

       

      


      ARTICLE
VII

      MISCELLANEOUS

       

      Section
7.01    Brokers.  COX and
ARMCO agree that, except
as set out on Schedule 7.01 attached hereto, there were no finders or brokers
involved in bringing the parties together or who were instrumental in the
negotiation, execution or consummation of this Agreement.  COX and
ARMCO each agree to
indemnify the other against any claim by any third person other than those
described above for any commission, brokerage, or finder’s fee arising from the
transactions contemplated hereby based on any alleged agreement or understanding
between the indemnifying party and such third person, whether express or implied
from the actions of the indemnifying party.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      Section
7.02    Governing
Law.  This
Agreement shall be governed by, enforced, and construed under and in accordance
with the laws of the United States of America and, with respect to the matters
of state law, with the laws of the State of Florida.  Venue for all
matters shall be in Broward County, Florida, without giving effect to principles
of conflicts of law thereunder.  Each of the parties (a) irrevocably
consents and agrees that any legal or equitable action or proceedings arising
under or in connection with this Agreement shall be brought exclusively in the
federal courts of the United States. By execution and delivery of this
Agreement, each party hereto irrevocably submits to and accepts, with respect to
any such action or proceeding, generally and unconditionally, the jurisdiction
of the aforesaid court, and irrevocably waives any and all rights such party may
now or hereafter have to object to such jurisdiction.

       

      Section
7.03    Notices.  Any
notice or other communications required or permitted hereunder
shall  be in writing and shall be sufficiently given if personally
delivered to it or sent by telecopy, overnight courier or registered mail or
certified mail, postage prepaid, addressed as follows:

       

      
        	
                 
      

              	
                If
      to ARMCO, to:

              	
                Armco
      & Metawise (H.K.) Limited

              


      

      
        	
                 
      

              	
                Rm.
      1404, China Resources

              


      

      
        	
                 
      

              	
                Building
      26 Harbour Road

              


      

      
        	
                 
      

              	
                Wanchai,
      Hong Kong

              


      

      


      
        	
                 
      

              	
                With
      copies to:

              	
                James
      Schneider, Esq.

              


      

      
        	
                 
      

              	
                Schneider,
      Weinberger & Beilly, LLP

              


      

      2200
Corporate Blvd. N.W., Suite 210

      
        	
                 
      

              	
                Boca
      Raton, FL 33431

              


      

      


      
        	
                 
      

              	
                If
      to COX, to:

              	
                Stephen
      E. Cox

              


      

      
        	
                 
      

              	
                COX
      Distributing Inc.

              


      

      
        	
                 
      

              	
                P.O.
      Box 430

              


      

      
        	
                 
      

              	
                Cokeville,
      Wyoming 83114

              


      

      


      
        	
                 
      

              	
                With
      copies to:

              	
                Richard
      I. Anslow, Esq.

              


      

      
        	
                 
      

              	
                Anslow
      & Jaclin, LLP

              


      

      
        	
                 
      

              	
                195
      Route 9 South, Suite 204

              


      

      
        	
                 
      

              	
                Manalapan,
      New Jersey 07726

              


      

      


      or such
other addresses as shall be furnished in writing by any party in the manner for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given (i) upon receipt, if personally delivered, (ii) on the day
after dispatch, if sent by overnight courier, (iii) upon dispatch, if
transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3)
days after mailing, if sent by registered or certified mail.

      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      Section
7.04    Attorney’s
Fees.  In the
event that either party institutes any action or suit to enforce this Agreement
or to secure relief from any default hereunder or breach hereof, the prevailing
party shall be reimbursed by the losing party for all costs, including
reasonable attorney’s fees, incurred in connection therewith and in enforcing or
collecting any judgment rendered therein.

       

      Section
7.05    Confidentiality.  Each
party hereto agrees with the other that, unless and until the transactions
contemplated by this Agreement have been consummated, it and its representatives
will hold in strict confidence all data and information obtained with respect to
another party or any subsidiary thereof from any representative, officer,
director or employee, or from any books or records or from personal inspection,
of such other party, and shall not use such data or information or disclose the
same to others, except (i) to the extent such data or information is published,
is a matter of public knowledge, or is required by law to be published; or (ii)
to the extent that such data or information must be used or disclosed in order
to consummate the transactions contemplated by this Agreement.  In the
event of the termination of this Agreement, each party shall return to the other
party all documents and other materials obtained by it or on its behalf and
shall destroy all copies, digests, work papers, abstracts or other materials
relating thereto, and each party will continue to comply with the
confidentiality provisions set forth herein.

       

      Section
7.06    Public Announcements and
Filings.  Unless
required by applicable law or regulatory authority, none of the parties will
issue any report, statement or press release to the general public, to the
trade, to the general trade or trade press, or to any third party (other than
its advisors and representatives in connection with the transactions
contemplated hereby) or file any document, relating to this Agreement and the
transactions contemplated hereby, except as may be mutually agreed by the
parties.  Copies of any such filings, public announcements or
disclosures, including any announcements or disclosures mandated by law or
regulatory authorities, shall be delivered to each party at least one (1)
business day prior to the release thereof.

       

      Section
7.07    Schedules;
Knowledge.  Each
party is presumed to have full knowledge of all information set forth in the
other party’s schedules delivered pursuant to this Agreement.

       

      Section
7.08    Third Party
Beneficiaries.  This
contract is strictly between COX and ARMCO, and, except as
specifically provided, no director, officer, stockholder (other than the ARMCO Shareholder), employee,
agent, independent contractor or any other person or entity shall be deemed to
be a third party beneficiary of this Agreement.

       

      Section
7.09    Expenses.  Subject
to Section 7.04 above, whether or not the Share Purchase is consummated, each of
COX and ARMCO will bear
their own respective expenses, including legal, accounting and professional
fees, incurred in connection with the Share Purchase or any of the other
transactions contemplated hereby.

       

      Section
7.10    Entire
Agreement.  This
Agreement represents the entire agreement between the parties relating to the
subject matter thereof and supersedes all prior agreements, understandings and
negotiations, written or oral, with respect to such subject matter.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      Section
7.11    Survival;
Termination.  The
representations, warranties, and covenants of the respective parties shall
survive the Closing Date and the consummation of the transactions herein
contemplated for a period of two years.

       

      Section
7.12    Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.

       

      Section
7.13    Amendment or
Waiver.  Every
right and remedy provided herein shall be cumulative with every other right and
remedy, whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing.  At
any time prior to the Closing Date, this Agreement may by amended by a writing
signed by all parties hereto, with respect to any of the terms contained herein,
and any term or condition of this Agreement may be waived or the time for
performance may be extended by a writing signed by the party or parties for
whose benefit the provision is intended.

       

      Section
7.14    Best
Efforts.  Subject
to the terms and conditions herein provided, each party shall use its best
efforts to perform or fulfill all conditions and obligations to be performed or
fulfilled by it under this Agreement so that the transactions contemplated
hereby shall be consummated as soon as practicable.  Each party also
agrees that it shall use its best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
this Agreement and the transactions contemplated herein.

       

      [Signature
Pages Follow]

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      IN
WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be
executed by their respective officers, hereunto duly authorized, as of the date
first-above written.

       

       

      


      
        	 	COX DISTRIBUTING,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Stephen
      E. Cox	 
	 	 	
                Name:
      Stephen E. Cox

              	 
	 	 	
                Title:  President,
      CEO and Chairman

              	 
	 	 	 	 


      

    

     

    
      
        	 	ARMCO & METAWISE (H.K.)
      LIMITED	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Kexuan
      Yao	 
	 	 	
                Name:
      Kexuan
      Yao

              	 
	 	 	
                Title:   Chairman
      of the Board and General Manager

              	 
	 	 	 	 


      

    

    
      


      
        
          	 	
                  ARMCO
      SHAREHOLDER

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Feng
      Gao	 
	 	 	
                  Feng
      Gao

                	 
	 	 	 	 


        

      

       

       

      24