fsb2ex10_chinapowersoft.htm


    
       

      


      STOCK
        PURCHASE AGREEMENT AND SHARE EXCHANGE

      


      


      


      by
        and
        among

      


      CHINA
        POWERSOFT TECHNOLOGIES, INC.

      


      A
        Delaware Corporation

      


      and

      


      POWER
        SOFT TECHNOLOGY CO., LIMITED

      


      A
        Hong
        Kong Corporation

      


      


      


      


      


      


       

      


      


      


      Effective
        as of September 25, 2007

      


      


      


      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      


      STOCK
        PURCHASE AGREEMENT AND SHARE EXCHANGE

      


      THIS
        STOCK PURCHASE AGREEMENT AND
        SHARE EXCHANGE, made and entered into
        this       25th day of September, 2007, by
        and among CHINA POWERSOFT TECHNOLOGIES, INC a Delaware Corporation with its
        principal place of business at Room 603, Building B2, 359 Xinyu Road, Tri-cel
        Century Fortune Plaza, High-Tech Zone, Jinan, Shandong, China ("CPWSF
        INC"),  POWER SOFT TECHNOLOGY CO., LIMITED , a Hong Kong corporation
        with its principal place of business located at  Room 1005 Wing Yue
        Bldg, 60-64 Des Voeux Rd West Hong Kong ("PS LTD");  and the
        shareholders of   CHINA POWER SOFT TECHNOLOGY CO., LIMITED
        (“Shareholders”) (collectively PS LTD and the PS LTD shareholders shall be known
        as the “PS LTD Group”).

      


      Premises

      


      A.           
        This Agreement provides for the acquisition of PS LTD whereby PS LTD shall
        become a wholly owned subsidiary of CPWSF INC and in connection therewith,
        the
        issuance of a total of 69,000,000 shares of CPWSF INC to the
        Shareholders.

      


      B.           
        The boards of directors of CPWSF INC and PS LTD have determined, subject
        to the
        terms and conditions set forth in this Agreement, that the transaction
        contemplated hereby is desirable and in the best interests of their
        stockholders, respectively. This Agreement is being entered into for the
        purpose
        of setting forth the terms and conditions of the proposed acquisition.

      


      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 here from,
        it is
        hereby agreed as follows:

      


      ARTICLE
        I

      REPRESENTATIONS,
        COVENANTS AND WARRANTIES OF

      CHINA
        POWERSOFT TECHNOLOGIES, INC.

      


      As
        an inducement to and to obtain the
        reliance of PS LTD, CPWSF INC represents and warrants as follows:

      


      Section
        1.1  Organization.
          CPWSF INC is a corporation duly organized, validly existing,
        and in good standing under the laws of Delaware and has the corporate power
        and
        is duly authorized, qualified, franchised and licensed under all applicable
        laws, regulations, ordinances and orders of public authorities to own all
        of its
        properties and assets and to carry on its business in all material respects
        as
        it is now being conducted, including qualification to do business as a foreign
        corporation in the jurisdiction in which the character and location of the
        assets owned by it or the nature of the business transacted by it requires
        qualification.  Included in the Schedules attached hereto (hereinafter
        defined) are complete and correct copies of the articles of incorporation,
        bylaws and amendments thereto as in effect on the date hereof.  The
        execution and delivery of this Agreement does not and the consummation of
        the
        transactions contemplated by this Agreement in accordance with the terms
        hereof
        will not violate any provision of Holding's articles of incorporation or
        bylaws.  CPWSF INC has full power, authority and legal right and has
        taken all action required by law, its articles of incorporation, its bylaws
        or
        otherwise to authorize the execution and delivery of this Agreement.

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
 

      Section
        1.2  Capitalization.   The
        authorized capitalization of CPWSF INC consists of 100,000,000 Common Shares,
        $0.01 par value per share, and 10,000,000 shares of Preferred Stock, $0.01
        par
        value.  As of the date hereof, CPWSF INC has 950,000 common shares
        issued and outstanding.

      


      All
        issued and outstanding shares are
        legally issued, fully paid and nonassessable and are not issued in violation
        of
        the preemptive or other rights of any person.  CPWSF INC has no
        securities, warrants or options authorized or issued.

      


      Section
        1.3  Subsidiaries.  CPWSF
        INC has no
        subsidiaries.

      


      Section
        1.4   Tax Matters: Books and
        Records.

      


      
        	
                (a)
                  

              	
                The
                  books and records, financial and others, of CPWSF INC are in all
                  material
                  respects complete and correct and have been maintained in accordance
                  with
                  good business accounting practices; and


              


      

      


      
        	
                (b)
                  

              	
                CPWSF
                  INC has no liabilities with respect to the payment of any country,
                  federal, state, county, or local taxes (including any deficiencies,
                  interest or penalties). 

              


      

      


      
        	
                (c)
                  

              	
                CPWSF
                  INC shall remain responsible for all debts incurred by CPWSF INC
                  prior to
                  the date of closing. 

              


      

      


      Section
        1.5  Litigation
        and
        Proceedings.   There are no actions, suits, proceedings or
        investigations pending or threatened by or against or affecting CPWSF INC
        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
        that would have a material adverse affect on the business, operations, financial
        condition or income of CPWSF INC.  CPWSF INC is not in default with
        respect to any judgment, order, writ, 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
        1.6  Material
        Contract
        Defaults.  CPWSF INC is not in default in any material respect
        under the terms of any outstanding contract, agreement, lease or other
        commitment which is material to the business, operations, properties, assets
        or
        condition of CPWSF INC, and there is no event of default in any material
        respect
        under any such contract, agreement, lease or other commitment in respect
        of
        which CPWSF INC has not taken adequate steps to prevent such a default from
        occurring.

      


                  Section
        1.7  Information.  The
        information concerning CPWSF INC as set forth in this Agreement and in the
        attached 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.

      


                  Section
        1.8       Title and Related
        Matters.  CPWSF INC has good and marketable title to and is the
        sole and exclusive owner of all of its properties, inventory, interest in
        properties and assets, real and personal (collectively, the “Assets”) free and
        clear of all liens, pledges, charges or encumbrances.  CPWSF INC owns
        free and clear of any liens, claims, encumbrances, royalty interests or other
        restrictions or limitations of any nature whatsoever and all procedures,
        techniques, marketing plans, business plans, methods of management or other
        information utilized in connection with CPWSF INC
        business.   

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

       

      No
        third
        party has any right to, and CPWSF INC has not received any notice of
        infringement of or conflict with asserted rights of other with respect to
        any
        product, technology, data, trade secrets, know-how, proprietary techniques,
        trademarks, service marks, trade names or copyrights which, singly on in
        the
        aggregate, if the subject of an unfavorable decision ruling or finding, would
        have a materially adverse affect on the business, operations, financial
        conditions or income of CPWSF INC or any material portion of its properties,
        assets or rights.

      


                  Section
        1.9    Contracts  On the closing
        date:

      


      
        	
                (a)
                  

              	
                There
                  are no material contracts, agreements franchises, license agreements,
                  or
                  other commitments to which CPWSF INC is a party or by which it
                  or any of
                  its properties are bound: 

              


      

      


      
        	
                (b)
                  

              	
                CPWSF
                  INC is not a party to any contract, agreement, commitment or instrument
                  or
                  subject to any charter or other corporate restriction or any judgment,
                  order, writ, injunction, decree or award materially and adversely
                  affects,
                  or in the future may (as far as CPWSF INC can now foresee) materially
                  and
                  adversely affect , the business, operations, properties, assets
                  or
                  conditions of CPWSF INC; and 

              


      

      


      
        	
                (c)
                  

              	
                CPWSF
                  INC is not a party to any material 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, agreement or arrangement covered by Title IV of
                  the
                  Employee Retirement Income Security Act, as amended; (iii) agreement,
                  contract or indenture relating to the borrowing of money; (iv)
                  guaranty of
                  any obligation for the borrowing of money or otherwise, excluding
                  endorsements made for collection and other guaranties, of obligations,
                  which, in the aggregate exceeds $1,000; (v) consulting or other
                  contract
                  with an unexpired term of more than one year or providing for payments
                  in
                  excess of $10,000 in the aggregate; (vi) collective bargaining
                  agreement;
                  (vii) contract, agreement or other commitment involving payments
                  by it for
                  more than $10,000 in the aggregate.


              


      

      


                   Section  1.10    Compliance
        With Laws and Regulations.   To the best of CPWSF INC’s
        knowledge and belief, CPWSF INC 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
        CPWSF INC or would not result in CPWSF INC incurring material liability.

      


                    Section
        1.11    Insurance.   All of the
        insurable properties of CPWSF INC are insured for CPWSF INC‘s benefit under
        valid and enforceable policy or policies containing substantially equivalent
        coverage and will be outstanding and in full force at the Closing Date.

      


                     Section
        1.12    
Approval of Agreement.    The directors of CPWSF INC
        have authorized the execution and delivery of the Agreement by and have approved
        the transactions contemplated hereby.

      


                      Section
        1.13    
Material Transactions or Affiliations.    There are
        no material contracts or agreements of arrangement between CPWSF INC and
        any
        person, who was at the time of such contract, agreement or arrangement an
        officer, director or person owning of record, or known to beneficially own
        ten
        percent (10%) or more of the issued and outstanding Common Shares of CPWSF
        INC
        and which is to be performed in whole or in part after the date
        hereof.  

       

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      CPWSF
        INC
        has no commitment, whether written or oral, to lend any funds to, borrow
        any
        money from or enter into material transactions with any such affiliated
        person.

      


      


      Section
        1.14  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, or constitute an event of default
        under, any material indenture, mortgage, deed of trust or other material
        contract, agreement or instrument to which CPWSF INC is a party or to which
        any
        of its properties or operations are subject.

      


      Section
        1.15  Governmental
        Authorizations.    CPWSF INC has
        all licenses,
        franchises, permits or other governmental authorizations legally required
        to
        enable it to conduct its business in all material respects as conducted on
        the
        date hereof. Except for compliance with federal and state securities and
        corporation laws, as hereinafter provided, no authorization, approval, consent
        or order of, or registration, declaration or filing with, any court or other
        governmental body is required in connection with the execution and delivery
        by
        CPWSF INC of this Agreement and the consummation of the transactions
        contemplated hereby.

      


      ARTICLE
        II

      REPRESENTATIONS,
        COVENANTS AND WARRANTIES

      OF
        POWER SOFT TECHNOLOGY CO., LIMITED

      


      As
        an inducement to, and to obtain the
        reliance of CPWSF INC, PS LTD represents and warrants as follows:

      


      Section
        2.1  Organization.  PS
        LTD is a corporation duly organized, validly existing and in good standing
        under
        the laws of Hong Kong and has the corporate power and is duly authorized,
        qualified, franchised and licensed under all applicable laws, regulations,
        ordinances and orders of public authorities to own all of its properties
        and
        assets and to carry on its business in all material respects as it is now
        being
        conducted, including qualification to do business as a foreign entity in
        the
        country or states in which the character and location of the assets owned
        by it
        or the nature of the business transacted by it requires qualification. Included
        in the Attached Schedules (as hereinafter defined) are complete and correct
        copies of the articles of incorporation, bylaws and amendments thereto as
        in
        effect on the date hereof. The execution and delivery of this Agreement does
        not
        and the consummation of the transactions contemplated by this Agreement in
        accordance with the terms hereof will not, violate any provision of PS LTD's
        certificate of incorporation or bylaws. PS LTD has full power, authority
        and
        legal right and has taken all action required by law, its articles of
        incorporation, bylaws or otherwise to authorize the execution and delivery
        of
        this Agreement.

      


      Section
        2.2   Capitalization.   The
        authorized capitalization of PS LTD consists of 10,000 issued and
        outstanding.

      


      All
        issued and outstanding common
        shares have been legally issued, fully paid, are nonassessable and not issued
        in
        violation of the preemptive rights of any other person.  PS LTD has no
        other securities, warrants or options authorized or issued.

       

       

      
 

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      Section
        2.3  Subsidiaries.  PS
        LTD has no subsidiaries.

      


      Section
        2.4  Tax Matters; Books &
Records

      


      
        	
                 

              	
                (a)

              	
                The
                  books and records, financial and others, of PS LTD are in all material
                  respects complete and correct and have been maintained in accordance
                  with
                  good business accounting practices; and


              


      

      


      
        	
                 

              	
                (b)

              	
                PS
                  LTD has no liabilities with respect to the payment of any country,
                  federal, state, county, local or other taxes (including any deficiencies,
                  interest or penalties). 

              


      

      


      
        	
                   
                  (c) 

              	
                PS
                  LTD shall remain responsible for all debts incurred prior to the
                  closing.
                  

              


      

      


      Section
        2.5  Information.   The
        information concerning PS LTD as set forth in this Agreement and in the attached
        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.

      


      Section
        2.6  Title
        and Related
        Matters.    PS LTD has good and marketable title to
        and is the sole and exclusive owner of all of its properties, inventory,
        interests in properties and assets, real and personal (collectively, the
        "Assets") free and clear of all liens, pledges, charges or encumbrances.
        Except
        as set forth in the Schedules attached hereto, PS LTD owns free and clear
        of any
        liens, claims, encumbrances, royalty interests or other restrictions or
        limitations of any nature whatsoever and all procedures, techniques, marketing
        plans, business plans, methods of management or other information utilized
        in
        connection with PS LTD's business. Except as set forth in the attached
        Schedules, no third party has any right to, and PS LTD has not received any
        notice of infringement of or conflict with asserted rights of others with
        respect to any product, technology, data, trade secrets, know-how, proprietary
        techniques, trademarks, service marks, trade names or copyrights which, singly
        or in the aggregate, if the subject of an unfavorable decision, ruling or
        finding, would have a materially adverse affect on the business, operations,
        financial conditions or income of PS LTD or any material portion of its
        properties, assets or rights.

      


      Section
        2.7  Litigation
        and
        Proceedings.  There are no actions, suits or proceedings
        pending or threatened by or against or affecting PS LTD, at law or in equity,
        before any court or other governmental agency or instrumentality, domestic
        or
        foreign or before any arbitrator of any kind that would have a material adverse
        effect on the business, operations, financial condition, income or business
        prospects of PS LTD. PS LTD does not have any 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.

      


      Section
        2.8   Contracts.  On
        the
        Closing Date:

      


      (a)    There
        are no
        material contracts, agreements, franchises, license agreements, or other
        commitments to which PS LTD is a party or by which it or any of its properties
        are bound;

      


      (b)    PS
        LTD is not
        a party to any contract, agreement, commitment or instrument or subject to
        any
        charter or other corporate restriction or any judgment, order, writ, injunction,
        decree or award which materially and adversely affects, or in the future
        may (as
        far as PS LTD can now foresee) materially and adversely affect, the business,
        operations, properties, assets or conditions of PS LTD; and

       

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      
 

      (c)    PS
        LTD is not
        a party to any material 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, agreement or arrangement covered by Title IV of the Employee
        Retirement Income Security Act, as amended; (iii) agreement, contract or
        indenture relating to the borrowing of money;  (iv) guaranty of any
        obligation for the borrowing of money or otherwise, excluding endorsements
        made
        for collection and other guaranties of obligations, which, in the aggregate
        exceeds $1,000;  (v)  consulting or other contract with an
        unexpired term of more than one year or providing for payments in excess
        of
        $10,000 in the aggregate;  (vi)  collective bargaining
        agreement; (vii)   contract, agreement, or other commitment
        involving payments by it for more than $10,000 in the aggregate.

      


      Section
        2.9  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, or constitute an event of default
        under, any material indenture, mortgage, deed of trust or other material
        contract, agreement or instrument to which PS LTD is a party or to which
        any of
        its properties or operations are subject.

      


      Section
        2.10  Material
        Contract
        Defaults.   To the best of PS LTD's knowledge and belief,
        it is not in default in any material respect under the terms of any outstanding
        contract, agreement, lease or other commitment which is material to the
        business, operations, properties, assets or condition of PS LTD, and there
        is no
        event of default in any material respect under any such contract, agreement,
        lease or other commitment in respect of which PS LTD has not taken adequate
        steps to prevent such a default from occurring.

      


      Section
        2.11  Governmental
        Authorizations.   To the best of PS LTD’s knowledge, PS
        LTD has all licenses, franchises, permits and other governmental authorizations
        that are legally required to enable it to conduct its business operations
        in all
        material respects as conducted on the date hereof.  Except for
        compliance with federal and state securities or corporation laws, no
        authorization, approval, consent or order of, or registration, declaration
        or
        filing with, any court or other governmental body is required in connection
        with
        the execution and delivery by PS LTD of the transactions contemplated
        hereby.

      


      Section
        2.12  Compliance
        With Laws and
        Regulations.  To the best of PS LTD's knowledge and belief, PS
        LTD 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 PS LTD or would not result
        in PS
        LTD's incurring any material liability.

      


      Section
        2.13  Insurance.  All
        of
        the insurable properties of PS LTD are insured for PS LTD‘s benefit under valid
        and enforceable policy or policies containing substantially equivalent coverage
        and will be outstanding and in full force at the Closing Date.

       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      
 

      Section
        2.14  Approval
        of
        Agreement.   The directors of PS LTD have authorized the
        execution and delivery of the Agreement and have approved the transactions
        contemplated hereby.

      


      Section
        2.15  Material
        Transactions or
        Affiliations.   As of the Closing Date, there will exist
        no material contract, agreement or arrangement between PS LTD 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 PS LTD to own beneficially, ten percent
        (10%) or more of the issued and outstanding Common Shares of PS LTD and which
        is
        to be performed in whole or in part after the date hereof except with regard
        to
        an agreement with the PS LTD shareholders providing for the distribution
        of cash
        to provide for payment of federal and state taxes on Subchapter S income.
        PS LTD
        has no commitment, whether written or oral, to lend any funds to, borrow
        any
        money from or enter into any other material transactions with, any such
        affiliated person.

      


      


      ARTICLE
        III

      EXCHANGE
        PROCEDURE AND OTHER CONSIDERATION

      


      Section
        3.1  Share
        Exchange/Delivery of PS LTD
        Securities.  On the Closing Date, the holders of all of the PS
        LTD Common Shares shall deliver to CPWSF INC (i) certificates or other documents
        evidencing all of the issued and outstanding PS LTD Common Shares, duly endorsed
        in blank or with executed power attached thereto in transferable form. On
        the
        Closing Date, all previously issued and outstanding Common Shares of PS LTD
        shall be transferred to CPWSF INC, so that PS LTD shall become a wholly owned
        subsidiary of CPWSF INC.

      


      Section
        3.2     Issuance of CPWSF INC Common
        Shares.  In exchange for all of the PS LTD Common Shares
        tendered pursuant to Section 3.1, CPWSF INC shall issue to the PS LTD
        shareholders a total of 69,000,000 shares of CPWSF INC common stock in the
        following manner.  Such shares are restricted in accordance with Rule
        144 of the 1933 Securities Act.

       

       

      Section
        3.3   Events
        Prior to
        Closing.  Upon execution hereof or as soon thereafter as
        practical, management of CPWSF INC and PS LTD shall execute, acknowledge
        and
        deliver (or shall cause 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,
        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, subject only to the conditions to Closing
        referenced herein below.

      


      Section
        3.4  Closing.   The
        closing ("Closing") of the transactions contemplated by this Agreement shall
        be
        September 25, 2007.

      


      Section
        3.5   Termination.

      


      
        	
                 

              	
                (a)
                  This Agreement may be terminated by the board of directors or majority
                  interest of Shareholders of either CPWSF INC or PS LTD, respectively,
                  at
                  any time prior to the Closing Date if:


              


      

       

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      
 

      
        	
                 

              	
                (i)
                  there shall be any action or proceeding before any court or any
                  governmental body which shall seek to restrain, prohibit or invalidate
                  the
                  transactions contemplated by this Agreement and which, in the judgment
                  of
                  such board of directors, made in good faith and based on the advice
                  of its
                  legal counsel, makes it inadvisable to proceed with the exchange
                  contemplated by this Agreement; or 

              


      

      


      
        	
                 

              	
                (ii)
                  any of the transactions contemplated hereby are disapproved by
                  any
                  regulatory authority whose approval is required to consummate such
                  transactions. 

              


      

      


      In
        the event of termination pursuant to
        this paragraph (a) of this Section 3.5, no obligation, right, or liability
        shall
        arise hereunder and each party shall bear all of the expenses incurred by
        it in
        connection with the negotiation, drafting and execution of this Agreement
        and
        the transactions herein contemplated.

      


      
        	
                 

              	
                (b)
                  This Agreement may be terminated at any time prior to the Closing
                  Date by
                  action of the board of directors of CPWSF INC if PS LTD shall fail
                  to
                  comply in any material respect with any of its covenants or agreements
                  contained in this Agreement or if any of the representations or
                  warranties
                  of PS LTD contained herein shall be inaccurate in any material
                  respect,
                  which noncompliance or inaccuracy is not cured after 20 days written
                  notice thereof is given to PS LTD. If this Agreement is terminated
                  pursuant to this paragraph (b) of this Section 3.5, this Agreement
                  shall
                  be of no further force or effect and no obligation, right or liability
                  shall arise hereunder. 

              


      

      


      
        	
                 

              	
                (c)
                  This Agreement may be terminated at any time prior to the Closing
                  Date by
                  action of the board of directors of PS LTD if CPWSF INC shall fail
                  to
                  comply in any material respect with any of its covenants or agreements
                  contained in this Agreement or if any of the representations or
                  warranties
                  of CPWSF INC contained herein shall be inaccurate in any material
                  respect,
                  which noncompliance or inaccuracy is not cured after 20 days written
                  notice thereof is given to CPWSF INC. If this Agreement is terminated
                  pursuant to this paragraph (d) of this Section 3.5, this Agreement
                  shall
                  be of no further force or effect and no obligation, right or liability
                  shall arise hereunder. 

              


      

      


      In
        the event of termination pursuant to
        paragraph (b) and (c) of this Section 3.5, the breaching party shall bear
        all of
        the expenses incurred by the other party in connection with the negotiation,
        drafting and execution of this Agreement and the transactions herein
        contemplated.

      


      Section
        3.6  Directors
        of CPWSF INC After
        Acquisition.  After the Closing Date, Zhihui
        Tian  shall remain the sole member of the Board of Directors of CPWSF
        INC.  Each director shall hold office until his successor shall have
        been duly elected and shall have qualified or until his earlier death,
        resignation or removal.

      


      Section
        3.7  Officers
        of CPWSF INC.
  Upon the closing, the following person shall remain the sole
        officer of CPWSF INC:

      


           
        NAME                                                                            
        OFFICE

      
        	
                Zhihui
                  Tian

              	
                Chief
                  Executive Officer, Chief Financial Officer, President and Secretary
                  

              


      

      


       

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

       

      ARTICLE
        IV

      SPECIAL
        COVENANTS

      


      Section
        4.1  Access
        to Properties and
        Records.     Prior to closing, CPWSF INC and PS
        LTD will each afford to the officers and authorized representatives of the
        other
        full access to the properties, books and records of each other, in order
        that
        each may have 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 each other, as the other shall from time to time
        reasonably request.

      


      Section
        4.2  Availability
        of Rule
        144.  CPWSF INC and PS LTD shareholders holding "restricted
        securities,” as that term is defined in Rule 144 promulgated pursuant to the
        Securities Act will remain as “restricted securities”.  CPWSF INC is
        under no obligation to register such shares under the Securities Act, or
        otherwise. The stockholders of CPWSF INC and PS LTD holding restricted
        securities of CPWSF INC and PS LTD as of the date of this Agreement and their
        respective heirs, administrators, personal representatives, successors and
        assigns, are intended third party beneficiaries of the provisions set forth
        herein.  The covenants set forth in this Section 4.2 shall survive the
        Closing and the consummation of the transactions herein contemplated.

      


      Section
        4.3  Special
        Covenants and Representations
        Regarding the CPWSF INC Common Shares to be Issued in the
        Exchange.  The consummation of this Agreement, including the
        issuance of the CPWSF INC Common Shares to the Shareholders of PS LTD as
        contemplated hereby, constitutes the offer and sale of securities under the
        Securities Act, and applicable state statutes.  Such transaction shall
        be consummated in reliance on exemptions from the registration and prospectus
        delivery requirements of such statutes which depend, inter alia, upon the
        circumstances under which the PS LTD Shareholders acquire such
        securities.

      


      Section
        4.4   Third
        Party
        Consents.   CPWSF INC and PS LTD agree to cooperate with
        each other in order to obtain any required third party consents to this
        Agreement and the transactions herein contemplated.

      


      Section
        4.5   Actions
        Prior and Subsequent to
        Closing.

      


      (a)           
        From and after the date of this Agreement until the Closing Date, except
        as
        permitted or contemplated by this Agreement, CPWSF INC and PS LTD will each
        use
        its best efforts to:

      


      (i)  
        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;

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

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

       

       

      
 

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      (b)           
        From and after the date of this Agreement until the Closing Date, CPWSF INC
        will
        not, without the prior consent of PS LTD:

      


       (i)  
except
        as
        otherwise specifically set forth herein, make any change in its articles
        of
        incorporation or bylaws;

       (ii)
        declare or pay any
        dividend on its outstanding Common Shares, except as may otherwise be required
        by law, or effect any stock split or otherwise change its capitalization,
        except
        as provided herein;

       (iii) 
enter
        into or amend
        any employment, severance or agreements or arrangements with any directors
        or
        officers;

       (iv)
        grant, confer or award any
        options, warrants, conversion rights or other rights not existing on the
        date
        hereof to acquire any Common Shares; or

        
(v)
        purchase or redeem any
        Common Shares.

      


      Section
        4.6  Indemnification.

      


      
        	
                 

              	
                (a)
                  CPWSF INC hereby agrees to indemnify PS LTD, each of the officers,
                  agents
                  and directors and current shareholders of PS LTD as of the Closing
                  Date
                  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), to which it or they may become
                  subject to or rising out of or based on any inaccuracy appearing
                  in or
                  misrepresentation made in 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;
                  and
                  

              


      

      


      
        	
                 

              	
                (b)
                  PS LTD hereby agrees to indemnify CPWSF INC, each of the officers,
                  agents,
                  directors and current shareholders of CPWSF INC as of the Closing
                  Date
                  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), to which it or they may become
                  subject arising out of or based on any inaccuracy appearing in
                  or
                  misrepresentation made in 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.
                  

              


      

      


      ARTICLE
        V

      CONDITIONS
        PRECEDENT TO OBLIGATIONS OF CPWSF INC

      


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

      


      Section
        5.1  Accuracy
        of
        Representations.  The representations and warranties made by
        CPWSF INC 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 the Closing Date (except for changes therein permitted by this
        Agreement), and CPWSF INC shall have performed or compiled with all covenants
        and conditions required by this Agreement to be performed or complied with
        by
        CPWSF INC prior to or at the Closing.  PS LTD shall be furnished with
        a certificate, signed by a duly authorized officer of CPWSF INC and dated
        the
        Closing Date, to the foregoing effect.

      


      Section
        5.2  Director
        Approval.  The Board of Directors of CPWSF INC shall have
        approved this Agreement and the transactions contemplated herein.

       

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      
 

      Section
        5.3   Officer's
        Certificate.  PS LTD shall have been furnished with a
        certificate dated the Closing Date and signed by a duly authorized officer
        of
        CPWSF INC to the effect that: (a) the representations and warranties of CPWSF
        INC set forth in the Agreement and in all Exhibits, Schedules and other
        documents furnished in connection herewith are in all material respects true
        and
        correct as if made on the Effective Date; (b) CPWSF INC has performed all
        covenants, satisfied all conditions, and complied with all other terms and
        provisions of this Agreement to be performed, satisfied or complied with
        by it
        as of the Effective Date; (c) since such date and other than as previously
        disclosed to PS LTD, CPWSF INC has not entered into any material transaction
        other than transactions which are usual and in the ordinary course if its
        business; and (d) no litigation, proceeding, investigation or inquiry is
        pending
        or, to the best knowledge of CPWSF INC, 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 CPWSF INC Schedules,
        by or
        against CPWSF INC which might result in any material adverse change in any
        of
        the assets, properties, business or operations of CPWSF INC.

      


      Section
        5.4   No
        Material Adverse
        Change.  Prior to the Closing Date, there shall not have
        occurred any material adverse change in the financial condition, business
        or
        operations of nor shall any event have occurred which, with the lapse of
        time or
        the giving of notice, may cause or create any material adverse change in
        the
        financial condition, business or operations of CPWSF INC.

      


      Section
        5.5   Other
        Items. PS LTD shall have
        received such further documents, certificates or instruments relating to
        the
        transactions contemplated hereby as PS LTD may reasonably request.

      


      ARTICLE
        VI

      CONDITIONS
        PRECEDENT TO OBLIGATIONS OF PS LTD

      


      The
        obligations of PS LTD under this
        Agreement are subject to the satisfaction, at or before the Closing date
        (unless
        otherwise indicated herein), of the following conditions:

      


      Section
        6.1   Accuracy
        of
        Representations.   The representations and warranties made
        by PS LTD 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, and PS LTD shall have performed and complied with
        all
        covenants and conditions required by this Agreement to be performed or complied
        with by PS LTD prior to or at the Closing. CPWSF INC shall have been furnished
        with a certificate, signed by a duly authorized executive officer of PS LTD
        and
        dated the Closing Date, to the foregoing effect.

      


      Section
        6.2     Director Approval.   The
        Board of Directors of PS LTD shall have approved this Agreement and the
        transactions contemplated herein.

      


      Section
        6.3  Officer's
        Certificate.   CPWSF INC shall be furnished with a certificate
        dated the Closing date and signed by a duly authorized officer of PS LTD
        to the
        effect that: (a) the representations and warranties of PS LTD set forth in
        the
        Agreement and in all Exhibits, Schedules and other documents furnished in
        connection herewith are in all material respects true and correct as if made
        on
        the Effective Date; and (b) PS LTD had performed all covenants, satisfied
        all
        conditions, and complied with all other terms and provisions of the Agreement
        to
        be performed, satisfied or complied with by it as of the Effective Date.

       

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      
 

      Section
        6.4  No
        Material Adverse
        Change.   Prior to the Closing Date, there shall not have
        occurred any material adverse change in the financial condition, business
        or
        operations of nor shall any event have occurred which, with the lapse of
        time or
        the giving of notice, may cause or create any material adverse change in
        the
        financial condition, business or operations of PS LTD.

      


      ARTICLE
        VII

      MISCELLANEOUS

      


      Section
        7.1  Brokers
        and
        Finders.    Each party hereto hereby represents and
        warrants that it is under no obligation, express or implied, to pay certain
        finders in connection with the bringing of the parties together in the
        negotiation, execution, or consummation of this Agreement. The parties each
        agree to indemnify the other against any claim by any third person for any
        commission, brokerage or finder's fee or other payment with respect to this
        Agreement or 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.

      


      Section
        7.2  Law,
        Forum and
        Jurisdiction.  This Agreement shall be construed and
        interpreted in accordance with the laws of the State of New Jersey, United
        States of America.

      


      Section
        7.3   Notices.  Any
        notices or other communications required or permitted hereunder shall be
        sufficiently given if personally delivered to it or sent by registered mail
        or
        certified mail, postage prepaid, or by prepaid telegram addressed as
        follows:

      


      


      If
        to
        CPWSF INC: Room 603, Building B@

      359
        Xinyu Road

      Tri-cel
        Century Fortune Plaza

      High-Tech
        Zone, Jinan, Shandong,
        China

      


      


      


      If
        to PS
        LTD:         Room 1005 Wing Yue
        Bldg

      60-64
        Des
        Voeux Rd West

      Hong
        Kong

      


      


      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 as of  the date so delivered, mailed or
        telegraphed.

      


      Section
        7.4   Attorneys'
        Fees.   In the event that any party institutes any action
        or suit to enforce this Agreement or to secure relief from any default hereunder
        or breach hereof, the breaching party or parties shall reimburse the
        non-breaching party or parties for all costs, including reasonable attorneys'
        fees, incurred in connection therewith and in enforcing or collecting any
        judgment rendered therein.

       

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      
 

      Section
        7.5   Confidentiality.  Each
        party hereto agrees with the other party that, unless and until the transactions
        contemplated by this Agreement have been consummated, they and their
        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 is a matter
        of
        public knowledge or is required by law to be published; and (ii) to the extent
        that such data or information must be used or disclosed in order to consummate
        the transactions contemplated by this Agreement.

      


      Section
        7.6  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
        7.7  Third
        Party
        Beneficiaries. This contract is solely between CPWSF INC and PS LTD
        and except as specifically provided, no director, officer, stockholder,
        employee, agent, independent contractor or any other person or entity shall
        be
        deemed to be a third party beneficiary of this Agreement.

      


      Section
        7.8   Entire
        Agreement.  This Agreement represents the entire agreement
        between the parties relating to the subject matter hereof. This Agreement
        alone
        fully and completely expresses the agreement of the parties relating to the
        subject matter hereof. There are no other courses of dealing, understanding,
        agreements, representations or warranties, written or oral, except as set
        forth
        herein. This Agreement may not be amended or modified, except by a written
        agreement signed by all parties hereto.

      


      Section
        7.9   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 18 months.

      


      Section
        7.10   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
        7.11  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 be 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 hereof may be extended by a writing signed by the
        party
        or parties for whose benefit the provision is intended.

      


      Section
        7.12   Expenses.   
        Each party herein shall bear all of their respective cost s and expenses
        incurred in connection with the negotiation of this Agreement and in the
        consummation of the transactions provided for herein and the preparation
        thereof.

      


      Section
        7.13  Headings;
        Context. The headings of
        the sections
        and paragraphs contained in this Agreement are for convenience of reference
        only
        and do not form a part hereof and in no way modify, interpret or construe
        the
        meaning of this Agreement.

      


      Section
        7.14  Benefit. This
        Agreement
        shall be binding upon and shall inure only to the benefit of the parties
        hereto,
        and their permitted assigns hereunder. This Agreement shall not be assigned
        by
        any party without the prior written consent of the other party.

       

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      
 

      Section
        7.15  Public
        Announcements.  Except as may
        be required by law,
        neither party shall make any public announcement or filing with respect to
        the
        transactions provided for herein without the prior consent of the other party
        hereto.

      


      Section
        7.16  Severability. In
        the
        event that any particular provision or provisions of this Agreement or the
        other
        agreements contained herein shall for any reason hereafter be determined
        to be
        unenforceable, or in violation of any law, governmental order or regulation,
        such unenforceability or violation shall not affect the remaining provisions
        of
        such agreements, which shall continue in full force and effect and be binding
        upon the respective parties hereto.

      


      Section
        7.17  Failure
        of Conditions;
        Termination.  In the event of any of the conditions specified
        in this Agreement shall not be fulfilled on or before the Closing Date, either
        of the parties have the right either to proceed or, upon prompt written notice
        to the other, to terminate and rescind this Agreement. In such event, the
        party
        that has failed to fulfill the conditions specified in this Agreement will
        liable for the other parties legal fees. The election to proceed shall not
        affect the right of such electing party reasonably to require the other party
        to
        continue to use its efforts to fulfill the unmet conditions.

      


      Section
        7.18  No
        Strict
        Construction.   The language of
        this Agreement shall be
        construed as a whole, according to its fair meaning and intendment, and not
        strictly for or against either party hereto, regardless of who drafted or
        was
        principally responsible for drafting the Agreement or terms or conditions
        hereof.

      


      Section
        7.19  Execution
        Knowing and
        Voluntary. In executing this Agreement, the parties severally
        acknowledge and represent that each: (a) has fully and carefully read and
        considered this Agreement; (b) has been or has had the opportunity to be
        fully
        apprized by its attorneys of the legal effect and meaning of this document
        and
        all terms and conditions hereof; (c) is executing this Agreement voluntarily,
        free from any influence, coercion or duress of any kind.

      


      Section
        7.20  Amendment.   At
        any time after the Closing Date, this Agreement may be amended by a writing
        signed by both parties, 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 hereof may be extended by a writing signed by the party or parties
        for whose benefit the provision is intended.

      


      Section
        7.21  Conflict of
        Interest.   Both PS LTD and CPWSF INC understand that
        Anslow & Jaclin, LLP is representing both parties in this transaction which
        represents a conflict of interest.  Both PS LTD and CPWSF INC have the
        right to different counsel due to this conflict of
        interest.  Notwithstanding the above, both PS LTD and CPWSF INC agree
        to waive this conflict and have Anslow & Jaclin, LLP represents both parties
        in the above-referenced transaction.  Both PS LTD and CPWSF INC agree
        to hold this law firm harmless from any and all liabilities that may occur
        or
        arise due to this conflict.

       

       

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      
 

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

      


      


      
        	
                ATTEST:

              	
                POWER
                  SOFT TECHNOLOGY CO.,
                  LIMITED

              


      

      


      ______________________________                       By:_______________________

      


      


      


      ATTEST:                                                                           
        CHINA POWERSOFT TECHNOLOGIES,
        INC.

      


      ______________________________                        By:_______________________

      


       

      16