EXHIBIT 10.1


                            STOCK PURCHASE AGREEMENT

                                     BETWEEN

                                 SHU KEUNG CHUI

                          AMCO TRANSPORT HOLDINGS, INC.

                                       AND

                           BESTWAY COACH EXPRESS, INC.

                                  JULY 12, 2004


<PAGE>

                            STOCK PURCHASE AGREEMENT

      STOCK PURCHASE  AGREEMENT,  dated as of July 12 , 2004 (this "Agreement"),
by and between  SHU KEUNG  CHUI,  a citizen of Hong Kong,  (the  "Buyer"),  AMCO
TRANSPORT HOLDINGS, INC., a Delaware corporation ("AMCO" or the "Company"),  and
BESTWAY COACH EXPRESS,  INC., a New York corporation (the "Seller").  The Buyer,
the Company and the Seller are referred to collectively herein as the "Parties".

                                   BACKGROUND

      The Seller  owns  7,000,000  shares of the issued and  outstanding  common
stock,  $0.00001 par value per share ("Common Stock"), of the Company and is the
holder of that certain  Promissory Note dated April 23, 2002 made by the Company
in favor of Seller, as amended by that certain first amendment to the Promissory
Note dated April 19, 2003,  copies of which are attached  hereto marked Exhibits
A1 and A2 respectively (collectively the "Promissory Note").

      The Buyer  desires to purchase  from the Seller,  and the Seller desire to
sell to the Buyer,  6,900,000 shares (the "Shares") of Common Stock and Seller's
right, title and interest to the Promissory Note on the terms set forth herein.

      NOW,  THEREFORE,  in consideration of the premises and the mutual promises
herein  made,  and in  consideration  of the  representations,  warranties,  and
covenants herein contained,  the Parties,  intending to be legally bound, hereby
agree as follows.

      1. DEFINITIONS.  Capitalized terms used, but not otherwise defined, herein
have the meanings ascribed to such terms in Appendix A hereto.

      2. PURCHASE AND SALE OF SHARES.

            (a) BASIC TRANSACTION. On and subject to the terms and conditions of
this Agreement and for the consideration  specified below,  Buyer shall purchase
from the Seller, and the Seller shall sell, convey and transfer to the Buyer:

                  i) six million nine  hundred  thousand  (6,900,000)  shares of
Common Stock of the Company; and

                  ii) all  Seller's  right,  title  and  interest  in and to the
Promissory Note.

            (b) ESCROWED AMOUNTS. The Buyer has deposited Fifty Thousand Dollars
($50,000.00)  (the "Escrow  Amount") as part of the  Purchase  Price into escrow
with the Seller's  counsel (the "Escrow Agent").  The Escrow Agent,  pursuant to
that certain escrow agreement  between the Buyer,  Seller and Escrow Agent dated
June 16,  2004  ("Escrow  Agreement")  shall  hold the Escrow  Amount  until the
escrowed amount is released as provided in the Escrow Agreement.

<PAGE>


            (c)  PURCHASE  PRICE.  The  Buyer  shall  pay to the  Seller  in the
aggregate  at  the  Closing   Three  Hundred   Twenty  Five   Thousand   Dollars
($325,000.00) (which amount includes the Escrow Amount), by (i) delivery of cash
in the  amount of Two  Hundred  Seventy  Five  Thousand  Dollars  ($275,000.00),
payable by wire transfer or delivery of other immediately available funds to the
following  account:  Thelen  Reid  &  Priest,  LLP -  Attorney  Special  Account
(Non-Interest  Bearing),  Account # 53505184, ABA # 021-000-089 (Sometimes known
as routing number), SWIFT CODE: Citi US33, Citibank,  N.A., Citicorp Center, 153
East 53rd Street,  New York,  New York 10043,  Attn:  Jeanne  Montalbano,  (212)
559-2072,  Client AMCO Transport  Holdings,  Inc., Attorney Louis A. Bevilacqua,
and (ii) release of the Escrow Amount to the Seller (collectively, the "Purchase
Price").

            (d) ADJUSTMENT OF THE PURCHASE  PRICE. In the event that the Company
shall have any Liabilities or Indebtedness  other than the principal and accrued
interest due under the  Promissory  Note as of the Closing,  the Purchase  Price
shall be reduced on a Dollar for Dollar  basis by the amount of such  liability,
provided,  however,  that if the amount of such  Liabilities  and  Indebtedness,
excluding the Company's  obligation under the Promissory Note, equals or exceeds
$50,000.00,  it shall be deemed that the Seller is unable to perform  under this
Agreement  and the Buyer shall be entitled to  terminate  this  Agreement  under
Section 10 (a)(ii) below.

            (e) THE CLOSING.  The closing of the  transactions  contemplated  by
this Agreement (the  "Closing")  shall take place by exchange of documents among
the Parties by fax or courier,  as  appropriate,  following the  satisfaction or
waiver of all  conditions to the  obligations  of the Parties to consummate  the
transactions  contemplated hereby (other than conditions with respect to actions
the  respective  Parties will take at the Closing  itself) or such other date as
the Buyer and the Seller may mutually determine (the "Closing Date");  provided,
however,  that the Closing Date shall not be later than 5:00 p.m. (Eastern Time)
July 16, 2004,  unless  extended by written  agreement of all Parties.  Once the
Parties each have made the respective  deliveries called for herein, the Closing
shall be deemed to have occurred.

            (f) DELIVERIES AT THE CLOSING. At the Closing:  (i) the Seller shall
deliver  to the Buyer  the  various  certificates,  instruments,  and  documents
referred to in Section  7(a) below,  (ii) the Buyer shall  deliver to the Seller
the various  certificates,  instruments,  and documents referred to in Section 7
(b)  below,  (iii) the Seller  shall  deliver  to the Buyer  stock  certificates
representing  all of the  Shares,  endorsed  in  blank  or  accompanied  by duly
executed assignment documents and including a Medallion  Guarantee,  (iv) Seller
shall  deliver to Buyer the  original  Promissory  Note,  an  assignment  of the
Promissory  Note from the  Seller to the  Buyer in the form  attached  hereto as
Exhibit B, and (v) the Buyer  shall  deliver  to the  Seller  the  consideration
specified  in Section  2(c)  above.  The Escrow  Agent's  delivery of the Escrow
Amount and the balance of the Purchase Price to Seller shall constitute delivery
thereof by the Buyer for the purpose of this Section.

<PAGE>


      3. REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION.

            (a)  REPRESENTATIONS  AND  WARRANTIES  OF  THE  SELLER.  The  Seller
represents  and  warrants  to the Buyer that the  statements  contained  in this
Section 3(a) are correct and complete as of the date of this  Agreement and will
be correct  and  complete  as of the  Closing  Date (as though  made then and as
though  the  Closing  Date  were  substituted  for the  date  of this  Agreement
throughout this Section 3(a)).

                  (i)  AUTHORIZATION  OF TRANSACTION.  The Seller has full power
and  authority  to  execute  and  deliver  this  Agreement  and to  perform  its
obligations  hereunder  and the  execution,  delivery  and  performance  of this
Agreement has been authorized by all required  corporate action.  This Agreement
constitutes the valid and legally binding obligation of the Seller,  enforceable
in  accordance  with its terms and  conditions,  except  as  enforcement  may be
limited by  bankruptcy,  insolvency,  priority or other laws or court  decisions
relating to or affecting  generally  the  enforcement  of  creditors'  rights or
affecting generally the availability of equitable remedies.  The Seller need not
give any notice to, make any filing with, or obtain any authorization,  consent,
or  approval  of  any   Governmental   Authority  in  order  to  consummate  the
transactions contemplated by this Agreement.

                  (ii) NONCONTRAVENTION.  Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions contemplated hereby,
will (A)  violate  any  constitution,  statute,  regulation,  rule,  injunction,
judgment,   order,  decree,   ruling,   charge,  or  other  restriction  of  any
Governmental  Authority to which the Seller is subject,  or (B)  conflict  with,
result in a breach of,  constitute a default under,  result in the  acceleration
of, create in any party the right to accelerate,  terminate,  modify, or cancel,
or require any notice under any agreement, contract, lease, license, instrument,
or other  arrangement  to which the Seller is a party or by which he is bound or
to which any of his assets is subject.

                  (iii) BROKERS' FEES. The Seller does not have any Liability or
obligation to pay any fees or commissions to any broker,  finder,  or agent with
respect to the  transactions  contemplated by this Agreement for which the Buyer
or the Company could become liable or obligated.

                  (iv)  SHARES.  The  Seller  is the  owner  of  record  and the
beneficial  owner of the Shares,  free and clear of any restrictions on transfer
(other  than any  restrictions  under the  Securities  Act and state  securities
laws), Taxes, Security Interests, options, warrants, purchase rights, contracts,
commitments,  equities,  claims,  and demands.  The Seller is not a party to any
option,  warrant,  purchase  right,  or other contract or commitment  that could
require the Seller to sell, transfer,  or otherwise dispose of any capital stock
of the Company  (other than  pursuant  to this  Agreement).  The Seller is not a
party to any voting  trust,  proxy,  or other  agreement or  understanding  with
respect to the voting of any capital stock of the Company.  The Shares were duly
and validly issued and are fully-paid and  non-assessable.  Upon delivery of the
Shares to the Buyer  pursuant to this  Agreement,  the Buyer will acquire  valid
title thereto, free and clear of any Security Interests.

<PAGE>

                  (v) PROMISSORY NOTE. The Seller has good, valid and marketable
title to the  Promissory  Note,  free and clears from all Security  Interests or
encumbrances.  The Seller has not assigned,  pledged,  hypothecated or otherwise
encumbered the Promissory  Note.  Upon delivery of the original  Promissory Note
and a duly executed  assignment thereof to the Buyer pursuant to this Agreement,
the Buyer will  acquire  valid  title  thereto,  free and clear of any  Security
Interests.  The Seller has not  received  any  payments of principal or interest
under the  Promissory  Note, nor has Seller  compromised,  forgiven or otherwise
reduced the amount of principal and interest due under the Promissory Note.

            (b)   REPRESENTATIONS   AND  WARRANTIES  OF  THE  BUYER.  The  Buyer
represents  and  warrants to the Seller that the  statements  contained  in this
Section 3(b) are correct and complete as of the date of this  Agreement and will
be correct  and  complete  as of the  Closing  Date (as though  made then and as
though  the  Closing  Date  were  substituted  for the  date  of this  Agreement
throughout this Section 3(b)).

                  (i) AUTHORIZATION OF TRANSACTION. The Buyer has full power and
authority to execute and deliver this  Agreement and to perform his  obligations
hereunder.  This Agreement  constitutes the valid and legally binding obligation
of the Buyer, enforceable in accordance with its terms and conditions, except as
enforcement may be limited by bankruptcy,  insolvency, priority or other laws or
court decisions relating to or affecting generally the enforcement of creditors'
rights or affecting generally the availability of equitable remedies.  The Buyer
need not give any notice to, make any filing with, or obtain any  authorization,
consent,  or approval of any  Governmental  Authority in order to consummate the
transactions contemplated by this Agreement.

                  (ii) NONCONTRAVENTION.  Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions contemplated hereby,
will (A)  violate  any  constitution,  statute,  regulation,  rule,  injunction,
judgment,   order,  decree,   ruling,   charge,  or  other  restriction  of  any
Governmental  Authority  to which the Buyer is subject,  or (B)  conflict  with,
result in a breach of,  constitute a default under,  result in the  acceleration
of, create in any party the right to accelerate,  terminate,  modify, or cancel,
or require any notice under any agreement, contract, lease, license, instrument,
or other arrangement to which the Buyer is a party or by which it is bound or to
which any of its assets are subject.

                  (iii)  BROKERS' FEES. The Buyer has no Liability or obligation
to pay any fees or commissions to any broker,  finder,  or agent with respect to
the  transactions  contemplated  by this  Agreement  for which the Seller  could
become liable or obligated.


<PAGE>


                  (iv) STATUS OF THE BUYER.  The Buyer  represents  and warrants
that (A) the Buyer is  acquiring  the Shares for its own account for  investment
and  not for the  account  of any  other  person  and not  with a view to or for
distribution,  assignment or resale in connection with any  distribution  within
the meaning of the Securities Act, (B) the Buyer agrees not to sell or otherwise
transfer the Shares unless they are registered  under the Securities Act and any
applicable  state  securities  laws,  or an  exemption or  exemptions  from such
registration  are available,  (C) the Buyer represents that it has knowledge and
experience  in  financial  and  business  matters  such  that it is  capable  of
evaluating  the merits and risks of acquiring the Shares,  (D) the Buyer has had
access to all  documents,  records,  and books of the Company  pertaining to the
investment and was provided the  opportunity  ask questions and receive  answers
regarding  the terms and  conditions  of the  acquisition  of the  Shares and to
obtain any  additional  information  which the Company  possesses or was able to
acquire without  unreasonable effort and expense, and Buyer received information
concerning  the Company,  Seller and the Shares  equivalent  to that which would
have been included in a registration statement prepared under the Securities Act
of 1933, as amended (the  "Securities  Act"),  and (E) the Buyer has no need for
the  liquidity  in its  investment  in the Company and could afford the complete
loss of such investment.

                  (v) BUYER NOT  INSOLVENT.  Buyer is not  insolvent or bankrupt
and will not be insolvent or bankrupt after purchasing the Shares.

                  (vi) NO  GENERAL  SOLICITATION.  Buyer  was not  solicited  by
Seller or anyone on Seller's  behalf to enter into any  transaction  through any
form of general solicitation or general advertising,  as those terms are defined
in Regulation D under the Securities Act.

                  (vii) RISK ACKNOWLEDGMENT. Buyer acknowledges that the Company
has no assets or  operating  business  and that the Shares are  speculative  and
involve a high degree of risk,  including among many other risks that the Shares
will be  restricted  as elsewhere  described in this  Agreement  and will not be
transferable  unless first registered under the Securities Act or pursuant to an
exemption from such act's registration requirements.

                  (viii)  Restrictive  Legend and Stop  Order.  The Shares  when
delivered to Buyer will not be registered under the Securities Act or applicable
state laws,  but shall be  transferred  in  reliance  upon the  exemptions  from
registration  provided by Section 4(1) of the Securities Act and under analogous
state  securities  laws,  on the  grounds  that the sale of the Shares  does not
involve any public  offering and that Seller is not thereby acting as an issuer,
underwriter or dealer.  The Shares are  "restricted  securities" as that term is
defined in Rule 144(a) of the General Rules and Regulations under the Securities
Act and must be held indefinitely,  and the prior written consent of the Company
will  be  necessary  for  their  resale  or  other  transfer,  unless  they  are
subsequently   registered   under  the  Act  or  an  exemption  from  the  Act's
registration  requirements  is  available  for  their  resale or  transfer.  All
certificates  delivered  evidencing  the Shares shall bear a restrictive  legend
substantially in the following form:


<PAGE>


            "The shares represented by this Certificate have not been registered
      under  the  Securities  Act of  1933,  as  amended  (the  "Act"),  and are
      "restricted securities" as that term is defined in Rule 144 under the Act.
      These shares may not be offered for sale,  sold or  otherwise  transferred
      except pursuant to an effective  registration  statement under the Act, or
      pursuant to an exemption from registration under the Act."

      4.  REPRESENTATIONS  AND  WARRANTIES  CONCERNING  THE COMPANY.  The Seller
represents  and  warrants  to the Buyer that the  statements  contained  in this
Section 4 are correct and complete as of the date of this  Agreement and will be
correct and  complete as of the Closing  Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
Section 4).

            (a) SEC  REPORTS.  The Company has filed all  reports,  registration
statements,  definitive  proxy statements and other documents and all amendments
thereto  and  supplements  thereof  required  to be  filed  by it with  the U.S.
Securities  and  Exchange  Commission  ("SEC")  since  March 9,  2001  (the "SEC
Reports"),  all of  which  have  complied  in all  material  respects  with  the
applicable  requirements of the Securities  Act, the Securities  Exchange Act of
1934, as amended (the "Exchange Act") and the rules and regulations  promulgated
thereunder.  As of the  respective  dates of filing in final or definitive  form
(or, if amended or superseded by a subsequent  filing,  then on the date of such
subsequent  filing),  none of the  Company's  SEC Reports  contained  any untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances in which they were made, not misleading.

            (b)  ORGANIZATION  OF  COMPANY.  The Company is a  corporation  duly
organized, validly existing, and in good standing under the laws of the State of
Delaware.  The Company is duly  authorized  to conduct  business  and is in good
standing  under  the  laws of each  jurisdiction  where  such  qualification  is
required.  The Company has full corporate  power and authority and all licenses,
permits, and authorizations  necessary to carry on its business. The Company has
no  subsidiaries  and does not  control  any  other  subsidiaries,  directly  or
indirectly,  or have any direct or indirect  equity  participation  in any other
entity.

<PAGE>


            (c)  CAPITALIZATION;   NO  RESTRICTIVE  AGREEMENTS.   The  Company's
authorized  capital  stock,  as of the  date  of  this  Agreement  and as of the
Closing,  consists of 500,000,000 shares of Common Stock, $0.00001 par value per
share,  of which  9,550,750  shares are issued and  outstanding  and  20,000,000
shares of  Preferred  Stock,  $0.00001  par value per  share,  none of which are
issued and  outstanding.  The  Company  has  reserved  20,000,000  shares of its
authorized  but  unissued  shares of Common Stock of each of its AMCO 2002 Stock
Plan and its AMCO 2002 Employee Stock  Compensation Plan  (collectively,  "Stock
Option  Plans").  The Company has not  approved or made any grants  under either
Stock Option Plan.  Other than the  40,000,000  shares of Common Stock  reserved
under its Stock  Option  Plans,  the Company has not  reserved any shares of its
Common  Stock for issuance  upon the exercise of options,  warrants or any other
securities that are exercisable or exchangeable for, or convertible into, Common
Stock.  All of the issued and  outstanding  shares of Common  Stock are  validly
issued,  fully paid and  non-assessable  and have been issued in compliance with
applicable laws,  including,  without  limitation,  applicable federal and state
securities laws. There are no outstanding  options,  warrants or other rights of
any kind to acquire  any  additional  shares of capital  stock of the Company or
securities  exercisable or exchangeable for, or convertible into,  capital stock
of the Company, nor is the Company committed to issue any such option,  warrant,
right or security.  There are no agreements relating to the voting,  purchase or
sale  of  capital  stock  (i)  between  or  among  the  Company  and  any of its
stockholders,  (ii) between or among the Seller and any third party, or (iii) to
the  best  knowledge  of the  Seller  between  or  among  any  of the  Company's
stockholders. Except as noted in Section 12(q), below the Company is not a party
to any agreement  granting any stockholder of the Company the right to cause the
Company to  register  shares of the capital  stock of the  Company  held by such
stockholder under the Securities Act.

            (d)  PROMISSORY  NOTE.  The issuance and delivery of the  Promissory
Note to the Seller was duly authorized by all requisite corporate action and the
Promissory Note constitutes a legal, valid and binding obligation of the Company
and is  enforceable  with respect to the Company in  accordance  with its terms,
except as  enforcement  may be limited by  bankruptcy,  insolvency,  priority or
other laws or court decisions relating to or affecting generally the enforcement
of  creditors'  rights or  affecting  generally  the  availability  of equitable
remedies. Upon delivery of the Promissory Note and the assignment thereof to the
Buyer  pursuant to this  Agreement,  the Buyer will acquire valid title thereto,
free and clear of any Security Interests.  The Company has not made any payments
in respect of  principal or interest  due under the  Promissory  Note nor is the
Company aware of any assignment of the Promissory Note by the Seller.

            (e) FINANCIAL STATEMENTS.  Except as set forth in Schedule 4(e), the
Financial  Statements  have been  prepared  in  accordance  with  United  States
generally accepted  accounting  principles applied on a consistent basis, fairly
present the financial  condition,  results of  operations  and cash flows of the
Company as of the  respective  dates  thereof  and for the  periods  referred to
therein and are consistent with the books and records of the Company.  As of the
Closing,  the Company  does not have any  liability  (whether  known or unknown,
whether asserted or unasserted,  whether absolute or contingent, whether accrued
or unaccrued,  whether liquidated or unliquidated,  and whether due or to become
due), including any liability for taxes other than under the Promissory Note.

            (f)  ABSENCE OF  CERTAIN  CHANGES.  Except as set forth in  Schedule
4(f),  since December 31, 2003, there has not been any event or condition of any
character which has adversely affected,  or may be expected to adversely affect,
the Company's business or prospects,  including,  but not limited to any adverse
change  in the  condition,  assets,  liabilities  (existing  or  contingent)  or
business of the Company from that shown in the Financial Statements.

<PAGE>

            (g) LEGAL  PROCEEDINGS.  Except as set forth in Schedule 4(g), there
is no legal, administrative,  investigatory, regulatory or similar action, suit,
claim or proceeding which is pending or, to the Seller's  knowledge,  threatened
against the Company which, if determined  adversely to the Company,  could have,
individually  or in the  aggregate,  a material  adverse effect on the business,
assets,  or prospects of the Company or which in any manner  challenges or seeks
to  prevent,  enjoin,  alter  or delay  the  transactions  contemplated  by this
Agreement.

            (h)  LEGAL  COMPLIANCE.  Except as set  forth in  Schedule  4(h) the
Company  has  complied  in  all  material  respects  with  all  applicable  laws
(including rules,  regulations,  codes, plans, injunctions,  judgments,  orders,
decrees, rulings, and charges thereunder) of all Governmental  Authorities,  and
no action, suit, proceeding, hearing,  investigation,  charge, complaint, claim,
demand,  or notice has been filed or commenced  against the Company alleging any
failure so to comply. To the Seller's  knowledge,  neither the Company,  nor any
officer,  director,  employee,  consultant  or agent of the  Company  has  made,
directly  or  indirectly,  any  payment or promise to pay, or gift or promise to
give or  authorized  such a promise or gift,  of any money or anything of value,
directly or indirectly,  to any governmental official,  customer or supplier for
the purpose of  influencing  any  official  act or  decision  of such  official,
customer or supplier or inducing him, her or it to use his, her or its influence
to affect any act or decision of a  Governmental  Authority or  customer,  under
circumstances  which  could  subject  the  Company or any  officers,  directors,
employees or consultants of the Company to administrative or criminal  penalties
or sanctions.

            (i) TAX MATTERS. Except as set forth in Schedule 4(i):

                  (i) The Company has filed all Tax Returns that it was required
to file.  All such Tax Returns were correct and  complete in all  respects.  All
Taxes owed by the  Company  have been paid.  The  Company is not  currently  the
beneficiary  of any  extension of time within  which to file any Tax Return.  No
claim has ever been made by an  authority  in a  jurisdiction  where the Company
does not file Tax  Returns  that it is or may be  subject  to  taxation  by that
jurisdiction.  There  are no  Security  Interests  on any of the  assets  of the
Company that arose in  connection  with any failure (or alleged  failure) to pay
any Tax.

                  (ii) The Company has withheld  and paid all Taxes  required to
have been  withheld  and paid in  connection  with  amounts paid or owing to any
employee, independent contractor, creditor, stockholder, or other third party.

                  (iii) The Seller does not expect any  authority  to assess any
additional Taxes for any period for which Tax Returns have been filed.  There is
no dispute or claim  concerning  any Liability  with respect to any Taxes of the
Company  either (A) claimed or raised by any  authority  in writing or (B) as to
which the Seller has  knowledge  based upon  personal  contact with any agent of
such  authority.  No Tax  Returns of the Company  have ever been  audited or are
currently the subject of an audit. The Seller has delivered to the Buyer correct
and  complete  copies of all federal  and state  income and other  material  Tax
Returns, examination reports, and statements of deficiencies assessed against or
agreed to by the Company since inception.

<PAGE>


                  (iv) The Company has not waived any statute of  limitations in
respect  of Taxes or  agreed to any  extension  of time  with  respect  to a Tax
assessment or deficiency.

                  (v) The  Company  has not filed  consent  under  Code  Section
341(f)  concerning  collapsible  corporations.  The  Company  has not  made  any
payments,  is not  obligated  to make  any  payments,  and is not a party to any
agreement  that  under  certain  circumstances  could  obligate  it to make  any
payments  that will not be deductible  under Code Section 280G.  The Company has
not been a United States real property holding corporation within the meaning of
Code Section 897(c) (2) during the applicable  period  specified in Code Section
897(c) (1) (A) (ii). The Company is not a party to any Tax allocation or sharing
agreement.  The  Company  (A) is not and has not been a member of an  Affiliated
Group filing a consolidated  federal income Tax Return and (B) does not have any
Liability  for the Taxes of any  Person  under  Reg.  Section  1.1502-6  (or any
similar  provision  of  state,  local,  or  foreign  law),  as a  transferee  or
successor, by contract, or otherwise.

            (j) Employee Matters. The Company has no employees. The officers and
directors  of the  Company  named in the SEC  Reports  handle the affairs of the
Company.  None of such officers and directors is owed any  compensation  for any
services  provided to the Company.  The Company has no  obligation in respect of
employee benefits payable to current or former employees, officers or directors.
There is no  existing  or, to the best of the  knowledge  of the Company and the
Seller, threatened, labor strikes or labor disputes,  grievances,  controversies
or other labor troubles affecting the Company or its business.

            (k)  DISCLOSURE.   No  representation  or  warranty  by  the  Seller
contained in this  Agreement,  and no statement  contained in the any  document,
certificate or other instrument  delivered or to be delivered by or on behalf of
the Seller  pursuant  to this  Agreement,  contains  or will  contain any untrue
statement  of a material  fact or omit or will omit to state any  material  fact
necessary,  in light of the circumstances under which it was or will be made, in
order to make the statements herein or therein not misleading.

      5. PRE-CLOSING COVENANTS. The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing.

            (a) GENERAL. Each of the Parties will use his or its best efforts to
take all action and to do all things necessary, proper, or advisable in order to
consummate and make effective the  transactions  contemplated  by this Agreement
(including satisfaction,  but not waiver, of the closing conditions set forth in
Section 7 below).

<PAGE>

            (b) NOTICES AND CONSENTS.  The Seller will cause the Company to give
any notices to third parties, and will cause the Company to use its best efforts
to obtain any third party consents,  that the Buyer may reasonably request. Each
of the Parties  will (and the Seller will cause the Company to) give any notices
to,  make  any  filings   with,   and  use  its  best   efforts  to  obtain  any
authorizations, consents, and approvals of Governmental Authorities necessary in
order  to  consummate  the  transactions   contemplated   hereby.   The  parties
acknowledge that SEC Rule 14f-1 under the Securities  Exchange Act requires that
an information  statement containing certain specified disclosures be filed with
the SEC and mailed to the  Company's  shareholders  at least 10 days  before any
person  designated  by Buyer can become a  director  of the  Company.  Buyer and
Seller agree to cooperate  fully with the Company in the  preparation and filing
of  such  information   statement  and  to  provide  all  information   therefor
respectively needed from them in a timely manner, so as not to cause undue delay
in the filing of the information statement or any amendment thereto.  Otherwise,
neither the  Company  nor Seller is aware of any third  party  consent nor other
filing  or  notice  to  third  parties  that is  necessary  in  respect  of this
Agreement.

            (c)  OPERATION OF BUSINESS.  The Seller will not cause or permit the
Company  to  engage  in any  practice,  take  any  action,  or  enter  into  any
transaction  outside the  Ordinary  Course of  Business.  Without  limiting  the
generality of the foregoing,  the Seller will not cause or permit the Company to
(i)  declare,  set aside,  or pay any  dividend  or make any  distribution  with
respect to its capital stock or redeem,  purchase,  or otherwise  acquire any of
its capital stock except as otherwise  expressly  specified herein,  (ii) issue,
sell, or otherwise  dispose of any of its capital  stock,  or grant any options,
warrants,  preemptive  or other  rights to  purchase or obtain  (including  upon
conversion,  exchange,  or exercise)  any of its capital  stock,  (iii) make any
capital expenditures, loans, or incur any other obligations or liabilities, (iv)
enter  into  any  agreements  involving  expenditures  individually,  or in  the
aggregate,  of more than $1,000 (other than agreements for professional services
which will be paid in full at or prior to the  Closing)  (v) make any payment of
interest or principal on the  Promissory  Note or (vi)  otherwise  engage in any
practice,  take any action,  or enter into any  transaction  out of the ordinary
course of business.

            (d)  PRESERVATION OF BUSINESS.  The Seller will cause the Company to
keep its business and properties  substantially intact,  including the filing of
all reports required to be filed with the Securities and Exchange Commission and
the NASD in order to maintain the Company's status as a reporting company and in
order to continue  the  quotation  of the  Company's  Common Stock on the NASD's
Over-the-Counter Bulletin Board.

            (e) FULL ACCESS.  The Seller will permit,  and the Seller will cause
the Company to permit,  representatives  of the Buyer to have full access at all
reasonable  times, to all properties,  personnel,  accountants,  suppliers,  and
third  party  service  providers,   books,   records  (including  Tax  records),
contracts, and documents of or pertaining to the Company.

<PAGE>

            (f) NOTICE OF  DEVELOPMENTS.  The Seller  will give  prompt  written
notice to the Buyer of any material adverse  development causing a breach of any
of the  representations  and warranties in Section 4 above. Each Party will give
prompt written notice to the others of any material adverse  development causing
a breach of any of his own representations and warranties in Section 3 above. No
disclosure by any Party pursuant to this Section 5(f), however,  shall be deemed
to amend or supplement the disclosures  contained in the Schedules  hereto or to
prevent  or cure  any  misrepresentation,  breach  of  warranty,  or  breach  of
covenant.

      6.  POST-CLOSING  COVENANTS.  The Parties agree as follows with respect to
the period following the Closing.

            (a)  GENERAL.  In case at any time  after the  Closing  any  further
action is necessary  or  desirable to carry out the purposes of this  Agreement,
each of the Parties will take such further  action  (including the execution and
delivery  of such  further  instruments  and  documents)  as any other Party may
reasonably  request,  all at the sole cost and expense of the  requesting  Party
(unless  the  requesting  Party is entitled to  indemnification  therefor  under
Section 8 below).  The Seller  acknowledges  and agrees  that from and after the
Closing  the Buyer will be  entitled  to  possession  of all  documents,  books,
records  (including  Tax records),  agreements,  and financial  data of any sort
relating to the Company.

            (b)  LITIGATION  SUPPORT.  In the event and for so long as any Party
actively is  contesting  or  defending  against any  action,  suit,  proceeding,
hearing,  investigation,  charge, complaint, claim, or demand in connection with
(i)  any  transaction  contemplated  under  this  Agreement  or (ii)  any  fact,
situation,   circumstance,   status,   condition,   activity,   practice,  plan,
occurrence,  event, incident, action, failure to act, or transaction on or prior
to the Closing Date  involving the Company,  the other Party will cooperate with
him or it and his or its counsel in the contest or defense, make available their
personnel,  and provide such  testimony and access to their books and records as
shall be necessary in  connection  with the contest or defense,  all at the sole
cost and expense of the contesting or defending  Party (unless the contesting or
defending Party is entitled to indemnification therefor under Section 8 below).

            (c) TRANSITION. The Seller will not take any action that is designed
or intended to have the effect of discouraging any lessor,  licensor,  customer,
supplier,  or other business  associate of the Company from maintaining the same
business  relationships with the Company after the Closing as it maintained with
the Company prior to the Closing.

            (d) Name Change.  As soon as practicable  following the Closing (and
in any event within 180 days following the Closing),  the Company shall, and the
Buyer shall cause the Company to, file with appropriate governmental authorities
amendments   to  the   Company's   certificate   of   incorporation   and  other
organizational  documents  to change the  Company's  name to any name other than
"AMCO Transport Holdings, Inc." or any name including the word "AMCO" or that is
otherwise  confusingly  similar to the name AMCO  Transport  Holdings,  Inc. The
Buyer and the  Company  shall  coordinate  with the  Seller  and give the Seller
sufficient notice regarding the name change such that the Seller will be able to
reserve such name in the State of Delaware for use by the Seller.

<PAGE>


      7. CONDITIONS TO OBLIGATION TO CLOSE.

            (a)  CONDITIONS TO OBLIGATION  OF THE BUYER.  The  obligation of the
Buyer to consummate the  transactions  to be performed by him in connection with
the Closing is subject to satisfaction of the following conditions:

                  (i) the  representations  and  warranties set forth in Section
3(a) and Section 4 above shall be true and correct in all  material  respects at
and as of the Closing Date;

                  (ii) the Seller shall have  performed and complied with all of
his covenants hereunder in all material respects through the Closing;

                  (iii) the Company  shall have  procured all of the third party
consents specified in Section 5(b) above;

                  (iv) no  action,  suit,  or  proceeding  shall be  pending  or
threatened before any court or  quasi-judicial  or administrative  agency of any
federal,  state, local, or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction,  judgment, order, decree, ruling, or charge would (A)
prevent consummation of any of the transactions  contemplated by this Agreement,
(B) cause any of the transactions contemplated by this Agreement to be rescinded
following  consummation,  (C) affect adversely the right of the Buyer to own the
Shares and to control  the  Company,  or (D) affect  adversely  the right of the
Company to own its assets and to operate its businesses (and no such injunction,
judgment, order, decree, ruling, or charge shall be in effect);

                  (v) the Seller shall have delivered to the Buyer a certificate
to the  effect  that  (A) each of the  conditions  specified  above  in  Section
7(a)(i)-(iv)  is  satisfied  in all  respects,  and (B) as of the  Closing,  the
Company has no Liabilities or Indebtedness other than under the Promissory Note;

                  (vi) the Buyer shall have received  evidence  satisfactory  to
the Buyer that the Share Exchange  Agreement  between the Company and the Seller
dated June 28, 2002,  as amended,  has been  terminated on terms under which the
Company  incurs no  liability  towards  Seller or any other party as a result of
such termination;

                  (vii)  the  Buyer  shall  have   received  the   resignations,
effective  as of the tenth (10th) day  following  the filing by the Company of a
Schedule   14f-1   information   statement  with  the  Securities  and  Exchange
Commission,  of each  director of the Company and the Buyer shall have  received
the resignations,  effective as of the Closing,  of each officer of the Company.
The  designees  specified by the Buyer shall have been  appointed as officers of
the Company;

<PAGE>


                  (viii)  there  shall  not  have  been any  occurrence,  event,
incident,  action,  failure to act, or transaction since December 31, 2003 which
has had or is  reasonably  likely  to cause a  material  adverse  effect  on the
business,  assets,  properties,  financial  condition,  results of operations or
prospects of the Company;

                  (ix) the Buyer shall have  completed its business,  accounting
and legal due diligence review of the Company, and the results thereof shall not
have  revealed any breach of this  Agreement by Seller or the Company,  nor that
any  representation  or warranty of Seller or the Company in this  Agreement  is
false;

                  (x) the Buyer shall have  received  such  pay-off  letters and
releases relating to Indebtedness and Liabilities as it shall have requested and
such pay-off letters shall be in form and substance satisfactory to it;

                  (xi) the Buyer shall have conducted UCC, judgment lien and tax
lien  searches  with  respect to the Company,  the results of which  indicate no
liens on the assets of the Company;

                  (xii) the Company  shall have  delivered  its  Certificate  of
Incorporation and bylaws, both as amended to the Closing Date,  certified by the
Secretary  of the  Company  and the  Company  shall  deliver  to the  Buyer  the
Company's  original  minute  book  and  corporate  seal and all  other  original
corporate documents;

                  (xiii) the Company shall deliver to the Buyer a Certificate of
Good  Standing in respect of the Company  issued by the  Delaware  Secretary  of
State dated no earlier than 5 days prior to the closing.

                  (xiv) the Company shall have filed all of the reports required
to be filed under the  Exchange Act during the 12 months  preceding  the Closing
(or such shorter  period as the Company was  required to file such  reports) and
the Company shall have otherwise met all of the  requirements  of Rule 144(c) of
the Securities Act;

                  (xv) the  Company  shall have  maintained  at and  immediately
after the Closing its status as a company  whose  Common  Stock is quoted on the
OTC Bulletin Board that is maintained by the National  Association of Securities
Dealers, Inc.; and

                  (xvi) all actions to be taken by the Seller in connection with
consummation  of the  transactions  contemplated  hereby  and all  certificates,
opinions,  instruments,  and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Buyer.

      The Buyer may waive any  condition  specified  in this  Section 7(a) at or
prior to the Closing in writing executed by the Buyer.

<PAGE>

            (b)  CONDITIONS TO OBLIGATION OF THE SELLER.  The  obligation of the
Seller to consummate the  transactions  to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions:

                  (i) the  representations  and  warranties set forth in Section
3(b) above shall be true and correct in all  material  respects at and as of the
Closing Date;

                  (ii) the Buyer shall have  performed  and complied with all of
its covenants hereunder in all material respects through the Closing;

                  (iii) no  action,  suit,  or  proceeding  shall be  pending or
threatened before any court or  quasi-judicial  or administrative  agency of any
federal,  state, local, or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction,  judgment, order, decree, ruling, or charge would (A)
prevent  consummation of any of the transactions  contemplated by this Agreement
or (B)  cause  any of the  transactions  contemplated  by this  Agreement  to be
rescinded  following  consummation  (and no such  injunction,  judgment,  order,
decree, ruling, or charge shall be in effect);

                  (iv)  the  Buyer  shall  have   delivered   to  the  Seller  a
certificate to the effect that each of the conditions specified above in Section
7(b) (i)-(iii) is satisfied in all respects;

                  (v) all  actions to be taken by the Buyer in  connection  with
consummation  of the  transactions  contemplated  hereby  and all  certificates,
opinions,  instruments,  and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Seller.

      The Seller may waive any  condition  specified  in this Section 7(b) at or
prior to the Closing in writing executed by the Seller.

      8. REMEDIES FOR BREACHES OF THIS AGREEMENT.

            (a)  SURVIVAL  OF  REPRESENTATIONS   AND  WARRANTIES.   All  of  the
representations  and  warranties  of  the  Parties  shall  survive  the  Closing
hereunder  (even if a Party knew or had reason to know of any  misrepresentation
or breach of warranty by another  Party at the time of Closing)  and continue in
full force and effect for a period of eighteen (18) months thereafter.

            (b) INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE BUYER.

                  (i) In the  event  the  Seller  breaches  (or in the event any
third party alleges facts that, if true, would mean the Seller has breached) any
of its  representations,  warranties,  and covenants  contained herein,  and, if
there is an applicable survival period pursuant to Section 8(a) above,  provided
that the Buyer  makes a written  claim for  indemnification  against  the Seller
within such survival period,  then the Seller shall indemnify the Buyer from and
against the entirety of any Adverse  Consequences  the Buyer may suffer  through
and  after  the date of the claim for  indemnification  (including  any  Adverse
Consequences  the Buyer may  suffer  after  the end of any  applicable  survival
period) resulting from, arising out of, relating to, in the nature of, or caused
by the breach (or the alleged breach).

<PAGE>

                  (ii) The Seller shall indemnify the Buyer from and against the
entirety  of any  Adverse  Consequences  the Buyer may  suffer  resulting  from,
arising out of, relating to, in the nature of, or caused by any Liability of the
Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the
Company with respect to any Tax year or portion  thereof ending on or before the
Closing Date (or for any Tax year beginning  before and ending after the Closing
Date to the extent  allocable to the portion of such period beginning before and
ending on the Closing  Date) and (y) for the unpaid  Taxes of any Person  (other
than the Company) under Section  1.1502-6 of the  Regulations  adopted under the
Code (or any similar provision of state, local, or foreign law), as a transferee
or successor, by contract, or otherwise.

                  (iii) The Seller  shall  indemnify  the Buyer from and against
the entirety of any  Liabilities  arising out of the  ownership of the Shares or
operation of the Company prior to the Closing.

                  (iv) The Seller shall indemnify the Buyer from and against the
entirety  of any  Adverse  Consequences  the Buyer may  suffer  resulting  from,
arising out of, relating to, in the nature of, or caused by any  Indebtedness of
the Company existing as of the Closing Date after adjustment pursuant to Section
2(d).

            (c)  INDEMNIFICATION  PROVISIONS  FOR BENEFIT OF THE SELLER.  In the
event the Buyer breaches (or in the event any third party alleges facts that, if
true, would mean the Buyer has breached) any of its representations, warranties,
and covenants  contained herein,  and, if there is an applicable survival period
pursuant to Section 8(a) above,  provided  that the Seller makes a written claim
for  indemnification  against the Buyer within such  survival  period,  then the
Buyer shall  indemnify  the Seller from and against the  entirety of any Adverse
Consequences  the Seller may suffer  through and after the date of the claim for
indemnification  (including any Adverse Consequences the Seller may suffer after
the end of any  applicable  survival  period)  resulting  from,  arising out of,
relating to, in the nature of, or caused by the breach (or the alleged breach).

            (d) MATTERS INVOLVING THIRD PARTIES.

                  (i)  If  any  third   party   shall   notify  any  Party  (the
"Indemnified  Party") with respect to any matter (a "Third Party  Claim")  which
may give rise to a claim  for  indemnification  against  any  other  Party  (the
"Indemnifying  Party")  under this Section 8, then the  Indemnified  Party shall
promptly notify each Indemnifying Party thereof in writing;  provided,  however,
that no delay on the part of the Indemnified Party in notifying any Indemnifying
Party shall relieve the Indemnifying Party from any obligation  hereunder unless
(and then solely to the extent) the Indemnifying Party thereby is prejudiced.

<PAGE>


                  (ii) Any Indemnifying  Party will have the right to defend the
Indemnified  Party  against  the Third  Party  Claim with  counsel of its choice
reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying
Party  notifies  the  Indemnified  Party in  writing  within  10 days  after the
Indemnified   Party  has  given  notice  of  the  Third  Party  Claim  that  the
Indemnifying  Party will  indemnify the  Indemnified  Party from and against the
entirety of any Adverse  Consequences the Indemnified Party may suffer resulting
from,  arising  out of,  relating  to, in the  nature of, or caused by the Third
Party Claim,  (B) the  Indemnifying  Party provides the  Indemnified  Party with
evidence  reasonably  acceptable to the Indemnified  Party that the Indemnifying
Party will have the financial  resources to defend against the Third Party Claim
and fulfill its indemnification obligations hereunder, (C) the Third Party Claim
involves only money  damages and does not seek an injunction or other  equitable
relief,  (D)  settlement  of, or an adverse  judgment with respect to, the Third
Party Claim is not, in the good faith judgment of the Indemnified Party,  likely
to  establish  a  precedential  custom or  practice  adverse  to the  continuing
business  interests of the Indemnified  Party,  and (E) the  Indemnifying  Party
conducts the defense of the Third Party Claim actively and diligently.

                  (iii)  So long as the  Indemnifying  Party is  conducting  the
defense of the Third Party Claim in accordance with Section  8(d)(ii) above, (A)
the  Indemnified  Party  may  retain  separate  co-counsel  at its sole cost and
expense  and  participate  in the  defense  of the Third  Party  Claim,  (B) the
Indemnified  Party will not  consent to the entry of any  judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the
Indemnifying  Party will not consent to the entry of any  judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Indemnified Party (not to be withheld unreasonably).

                  (iv) In the event any of the  conditions  in Section  8(d)(ii)
above is or becomes  unsatisfied,  however, (A) the Indemnified Party may defend
against,  and consent to the entry of any judgment or enter into any  settlement
with  respect  to, the Third Party  Claim in any manner it  reasonably  may deem
appropriate  (and the  Indemnified  Party need not consult  with,  or obtain any
consent  from,  any  Indemnifying  Party  in  connection  therewith),   (B)  the
Indemnifying   Parties  will  reimburse  the  Indemnified   Party  promptly  and
periodically for the costs of defending against the Third Party Claim (including
attorneys'  fees and  expenses),  and (C) the  Indemnifying  Parties will remain
responsible  for any  Adverse  Consequences  the  Indemnified  Party may  suffer
resulting from,  arising out of, relating to, in the nature of, or caused by the
Third Party Claim to the fullest extent provided in this Section 8.

            (e) OTHER INDEMNIFICATION  PROVISIONS. The Seller hereby indemnifies
the Company  against any and all claims that may be filed by a current or former
officer,  director  or  employee  of the  Seller by reason of the fact that such
person was a director, officer, employee, or agent of the Company or was serving
the Company at the  request of the Seller or the Company as a partner,  trustee,
director,  officer,  employee, or agent of another entity, whether such claim is
for  accrued  salary,   compensation,   indemnification,   judgments,   damages,
penalties,  fines,  costs,  amounts paid in  settlement,  losses,  expenses,  or
otherwise and whether such claim is pursuant to any statute,  charter  document,
bylaw,  agreement,  or otherwise) with respect to any action, suit,  proceeding,
complaint,  claim, or demand brought  against the Company  (whether such action,
suit,  proceeding,  complaint,  claim,  or demand is pursuant  to an  agreement,
applicable law, or otherwise).

<PAGE>


      9. TAX MATTERS.  The following  provisions  shall govern the allocation of
responsibility  as  between  the Buyer and the Seller for  certain  tax  matters
following the Closing Date.  Seller has caused federal and applicable  state tax
returns to be filed for the Company  covering the year ended  December 31, 2003,
and no taxes were owed under any such returns.  Buyer shall cause the Company to
prepare and file all tax returns due for 2004 and subsequent years.

            (a)  COOPERATION  ON TAX  MATTERS.  Seller has provided to the Buyer
copies of all tax returns in Seller's possession filed by the Company and of all
books and records of the Company in Seller's  possession.  Seller also agrees to
cooperate  with Buyer and the Company to answer his questions  regarding all tax
returns  filed by the Company  while  Seller was a majority  shareholder  of the
Company.

            (b) TAX SHARING  AGREEMENTS.  There are not now and there never have
been any tax sharing agreements in place involving the Company.

            (c) CERTAIN TAXES.  All transfer,  documentary,  sales,  use, stamp,
registration  and  other  such  Taxes  and fees  (including  any  penalties  and
interest) incurred in connection with this Agreement shall be paid by the Seller
when due, and Seller will,  at his own expense,  file all  necessary Tax Returns
and other documentation with respect to all such transfer,  documentary,  sales,
use,  stamp,  registration  and other  Taxes  and  fees,  and,  if  required  by
applicable  law, the Buyer will,  and will cause its  affiliates to, join in the
execution of any such Tax Returns and other documentation.

      10. TERMINATION.

            (a)  TERMINATION  OF  AGREEMENT.  The  Parties  may  terminate  this
Agreement as provided below:

                  (i) the Buyer and the Seller may terminate  this  Agreement by
mutual written agreement at any time prior to the Closing;

                  (ii) the Buyer may terminate  this Agreement by giving written
notice to the Seller at any time prior to the  Closing if (A) the  aggregate  of
the Company's  Liabilities  and  Indebtedness,  (other than under the Promissory
Note) is equal to, or exceeds $50,000 as provided in Section 2 (d) above; (B) in
the event the Seller has  breached  any material  representation,  warranty,  or
covenant  contained in this Agreement in any material  respect and the Buyer has
notified the Seller of the breach, and the breach has continued without cure for
a period of 10 days after the notice of breach or (C) if the  Closing  shall not
have  occurred  on or  before  July 16,  2004 by reason  of the  failure  of any
condition  precedent  under  Section  7(a) hereof  (unless  the failure  results
primarily  from the Buyer itself  breaching  any  representation,  warranty,  or
covenant contained in this Agreement); and

<PAGE>


                  (iii)  the  Seller  may  terminate  this  Agreement  by giving
written  notice to the Buyer at any time prior to the  Closing  (A) in the event
the Buyer has  breached  any  material  representation,  warranty,  or  covenant
contained in this Agreement in any material respect, the Seller has notified the
Buyer of the breach,  and the breach has continued  without cure for a period of
10 days after the notice of breach or (B) if the Closing shall not have occurred
on or before July 16, 2004, by reason of the failure of any condition  precedent
under Section 7(b) hereof (unless the failure results  primarily from the Seller
himself breaching any  representation,  warranty,  or covenant contained in this
Agreement).

            (b) EFFECT OF TERMINATION.  If this Agreement terminates pursuant to
Section  10(a)(i),  10(a)(ii) or 10(a)(iii) above, all rights and obligations of
the Parties  hereunder shall terminate without any Liability of any Party to any
other Party, except for any Liability of a Party that is then in breach.

      11. [RESERVED]

      12. MISCELLANEOUS.

            (a)  FACSIMILE  EXECUTION  AND  DELIVERY.  Facsimile  execution  and
delivery of this  Agreement is legal,  valid and binding  execution and delivery
for all purposes.

            (b) PRESS  RELEASES AND PUBLIC  ANNOUNCEMENTS.  No Party shall issue
any press release or make any public announcement relating to the subject matter
of this  Agreement  without  the prior  written  approval  of the  other  Party;
provided,  however, that any Party may make any public disclosure it believes in
good faith is required  by  applicable  law or any listing or trading  agreement
concerning its  publicly-traded  securities (in which case the disclosing  Party
will use its best  efforts  to advise  the  other  Parties  prior to making  the
disclosure).

            (c) NO THIRD-PARTY  BENEFICIARIES.  This Agreement  shall not confer
any  rights  or  remedies  upon any  Person  other  than the  Parties  and their
respective successors and permitted assigns.

            (d)  ENTIRE  AGREEMENT.  This  Agreement  (including  the  documents
referred  to herein)  constitutes  the entire  agreement  among the  Parties and
supersedes any prior understandings,  agreements, or representations by or among
the Parties,  written or oral,  other than the Escrow  Agreement,  to the extent
they related in any way to the subject matter hereof.

<PAGE>


            (e) SUCCESSION AND ASSIGNMENT.  This Agreement shall be binding upon
and inure to the  benefit  of the  Parties  named  herein  and their  respective
successors and permitted  assigns.  No Party may assign either this Agreement or
any of his or its rights,  interests, or obligations hereunder without the prior
written approval of the Buyer and the Seller; provided,  however, that the Buyer
may (i) assign any or all of its rights and  interests  hereunder to one or more
of its  Affiliates,  and (ii) designate one or more of its Affiliates to perform
its obligations hereunder, but no such assignment shall operate to release Buyer
or a successor from any obligation  hereunder unless and only to the extent that
Seller agrees in writing.

            (f)  COUNTERPARTS.  This  Agreement  may be  executed in one or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

            (g) HEADINGS.  The Section headings  contained in this Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

            (h)  NOTICES.  All notices,  requests,  demands,  claims,  and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be deemed  duly given if (and then two
business days after) it is sent by registered or certified mail,  return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

      If to the Seller:

         Shu Keung Chui
         7/F, Shum Tower
         268 Des Voeux Road Central
         Sheung Wan, HK


         With copy to:

         John Shen Lin, CEO
         CBC International Corporation
         201 S. Lake Ave. Suite # 302
         Pasadena, CA  91101


         With copy to:

         Falk & Shaff, LLP
         18881 Von Karman Ave, Suite 1400
         Irvine, CA 92612
         Attn: Paul J. Barnard, Esq.


<PAGE>


      If to the Buyer:

         Bestway Coach Express Inc.
         2 Mott Street
         7th Floor
         New York, New York 10013
         Attention: Wilson Cheng

         With copy to:

         Thelen Reid & Priest LLP
         701 Pennsylvania Avenue, N.W.
         Washington, DC  20004
         Attention: Louis A. Bevilacqua, Esq.


      Any  Party  may  send  any  notice,  request,   demand,  claim,  or  other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service,  telecopy,  telex,  ordinary  mail,  or electronic  mail),  but no such
notice,  request,  demand, claim, or other communication shall be deemed to have
been duly  given  unless  and until it  actually  is  received  by the  intended
recipient. Any Party may change the address to which notices, requests, demands,
claims,  and other  communications  hereunder  are to be delivered by giving the
other Parties notice in the manner herein set forth.

            (i) GOVERNING LAW. This Agreement shall be governed by and construed
in  accordance  with the domestic  laws of the State of New York without  giving
effect to any choice or conflict of law  provision or rule (whether of the State
of New York or any other  jurisdiction)  that would cause the application of the
laws of any jurisdiction other than the State of New York.

            (j)  AMENDMENTS  AND WAIVERS.  No amendment of any provision of this
Agreement  shall be valid  unless the same shall be in writing and signed by the
Buyer and the Seller. No waiver by any Party of any default,  misrepresentation,
or breach of warranty or covenant  hereunder,  whether intentional or not, shall
be deemed to extend to any prior or subsequent  default,  misrepresentation,  or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.

            (k)  SEVERABILITY.  Any term or provision of this  Agreement that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation or in any other jurisdiction.

            (l)  EXPENSES.  Each of the Parties and the Company will bear his or
its own costs and  expenses  (including  legal fees and  expenses)  incurred  in
connection with this Agreement and the  transactions  contemplated  hereby.  The
Seller  agrees  that  the  Company  has not  borne  or will  not bear any of the
Seller's  costs and expenses  (including  any of his legal fees and expenses) in
connection with this Agreement or any of the transactions contemplated hereby.

<PAGE>


            (m)  CONSTRUCTION.  The  Parties  have  participated  jointly in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any Party by virtue of the authorship of any of
the provisions of this Agreement.  Any reference to any federal,  state or local
statute  or law  shall be  deemed  also to refer to all  rules  and  regulations
promulgated  thereunder,   unless  the  context  requires  otherwise.  The  word
"including"  shall mean including  without  limitation.  The Parties intend that
each  representation,   warranty,  and  covenant  contained  herein  shall  have
independent  significance.   If  any  Party  has  breached  any  representation,
warranty,  or  covenant  contained  herein in any  respect,  the fact that there
exists  another  representation,  warranty,  or  covenant  relating  to the same
subject matter  (regardless  of the relative  levels of  specificity)  which the
Party has not  breached  shall not detract  from or  mitigate  the fact that the
Party is in breach of the first representation,  warranty, or covenant.  Nothing
in the disclosure Schedules attached hereto shall be deemed adequate to disclose
an exception to a representation  or warranty made herein,  however,  unless the
disclosure  Schedules  identifies the exception with particularity and describes
the relevant facts in detail.  Without limiting the generality of the foregoing,
the mere  listing  (or  inclusion  of a copy) of a document or other item in the
disclosure  Schedules or supplied in  connection  with the Buyer's due diligence
review,   shall  not  be  deemed   adequate  to  disclose  an   exception  to  a
representation  or warranty made herein (unless the  representation  or warranty
has to do with the existence of the document or other item itself).

            (n)  INCORPORATION  OF EXHIBITS  AND  SCHEDULES.  The  Exhibits  and
Schedules  identified in this Agreement are incorporated herein by reference and
made a part hereof.

            (o)  SPECIFIC  PERFORMANCE.  Each of the  Parties  acknowledges  and
agrees that the other Parties would be damaged  irreparably  in the event any of
the  provisions of this  Agreement  are not  performed in accordance  with their
specific  terms or  otherwise  are  breached.  Accordingly,  each of the Parties
agrees that the other Parties shall be entitled to an injunction or  injunctions
to  prevent  breaches  of the  provisions  of  this  Agreement  and  to  enforce
specifically  this Agreement and the terms and  provisions  hereof in any action
instituted  in any  court of the  United  States  or any  state  thereof  having
jurisdiction  over the Parties and the matter  (subject  to the  provisions  set
forth in Section 12(p) below), in addition to any other remedy to which they may
be entitled, at law or in equity.

            (p) SUBMISSION TO  JURISDICTION.  Each of the Parties submits to the
jurisdiction of any state or federal court sitting in Orange County, California,
in any action or  proceeding  arising out of or relating to this  Agreement  and
agrees that all claims in respect of the action or  proceeding  may be heard and
determined  in any  such  court.  Each of the  Parties  waives  any  defense  of
inconvenient forum to the maintenance of any action or proceeding so brought and
waives any bond,  surety,  or other security that might be required of any other
Party with  respect  thereto.  Any Party may make  service on any other Party by
sending  or  delivering  a copy of the  process to the Party to be served at the
address and in the manner  provided  for the giving of notices in Section  12(h)
above.  Nothing in this Section  12(p),  however,  shall affect the right of any
Party to bring any  action or  proceeding  arising  out of or  relating  to this
Agreement  in any other  court or to serve  legal  process  in any other  manner
permitted by law or at equity.  Each Party  agrees that a final  judgment in any
action or proceeding so brought shall be conclusive  and may be enforced by suit
on the judgment or in any other manner provided by law or at equity.

<PAGE>


            (q) BUYER ACKNOWLEDGES  REGISTRATION  RIGHTS.  Buyer and the Company
acknowledge  that  the  Company  has  unilaterally  locked  up  certain  of  its
outstanding  common  shares  without the  agreement or consent of such  holders,
which  include  among  others  1,282,872  Common Stock shares held by Stephen M.
Siedow and his transferees (the "Lock-up Shares"), all of which shares may under
the terms of such lock-up only be resold upon registration  under the Securities
Act or pursuant to an  available  exemption  from  Securities  Act  registration
requirements.  Schedule 12(q) sets forth a list of shareholders  affected by the
lock-up  and the number of shares  held by such  person.  Buyer and the  Company
acknowledge and agree that the Company has granted to the holders of the Lock-Up
Shares piggyback  registration  rights pursuant to which the Company must at its
sole expense  register the Lock-Up  Shares under the Securities Act in the event
the Company files any  registration  statement  thereunder  which  registers the
offer and sale of its securities for cash.

      IN WITNESS  WHEREOF,  the  undersigned  Parties have  executed  this Stock
Purchase Agreement as of the date first above written.


SELLER

BESTWAY COACH EXPRESS, INC.

/S/ WILSON CHENG
-----------------------
Wilson Cheng, President


BUYER

/S/ SHU KEUNG CHUI
------------------
Shu Keung Chui


COMPANY

AMCO TRANSPORT HOLDINGS, INC.

/S/ WILSON CHENG
-----------------------
Wilson Cheng, President


<PAGE>


                                   APPENDIX A

DEFINITIONS

      As used herein, the following terms have the respective meanings set forth
below:

      "Adverse Consequences" means all actions,  suits,  proceedings,  hearings,
investigations,  charges, complaints,  claims, demands, injunctions,  judgments,
orders, decrees, rulings,  damages, dues, penalties,  fines, costs, amounts paid
in settlement,  Liabilities,  obligations,  Taxes,  liens,  losses,  lost value,
expenses, and fees, including court costs and attorneys' fees and expenses.

      "Affiliate"  has the  meaning  set forth in Rule 12b-2 of the  regulations
promulgated under the Securities Exchange Act.

      "Affiliated  Group" means any affiliated  group within the meaning of Code
Section 1504(a) or any similar group defined under a similar  provision of state
or local law.

      "Buyer" has the meaning set forth in the preface above.

      "Closing" has the meaning set forth in Section 2(e) above.

      "Closing Date" has the meaning set forth in Section 2(e) above.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Company" means AMCO Transport Holdings, Inc., a Delaware Corporation.

      "Disclosure  Schedule" means the list schedules  provided pursuant to this
Agreement,  each Schedule to be numbered to  correspond  with the numbers of the
Section in the Agreement to which it relates.

      "Financial  Statements" means the audited and unaudited accounting records
contained in the SEC Reports.

      "Governmental  Authority"  means any  federal,  state,  municipal or other
governmental department,  commission,  board, bureau, agency or instrumentality,
or any  court of the  United  States of  America  or any  political  subdivision
thereof, or of any other country.

      "Indebtedness" of any Person means, in each case whether or not accrued on
the books of such Person, (a) all indebtedness of such Person for borrowed money
or for the deferred purchase price of property or services,  (b) all obligations
of such Person upon which  interest  charges are  customarily  paid or which are
evidenced by notes, bonds,  debentures,  credit agreements or similar agreements
or  investments,  (c) all obligations of such Person under  conditional  sale or
other title  retention  agreements  relating to property or assets  purchased by
such Person,  (d) all obligations of such Person under capitalized  leases,  (e)
all obligations of such Person in respect of  acceptances,  letters of credit or
letters of guaranty  issued or created for the account of such  Person,  and (f)
all liabilities  secured by any Security  Interest on any property owned by such
Person,  whether or not such Person has assumed or otherwise  become  liable for
the payment thereof.

<PAGE>


      "Indemnified Party" has the meaning set forth in Section 8(d) (i) above.

      "Indemnifying Party" has the meaning set forth in Section 8(d) (i) above.

      "Liability"  means  any  liability  (whether  known  or  unknown,  whether
asserted or  unasserted,  whether  absolute or  contingent,  whether  accrued or
unaccrued,  whether  liquidated  or  unliquidated,  and whether due or to become
due), including any liability for Taxes.

      "Ordinary  Course of  Business"  means  the  ordinary  course of  business
consistent with past custom and practice (including with respect to quantity and
frequency).

      "Parties" has the meaning set forth in the preface above.

      "Person" means an  individual,  a  partnership,  a corporation,  a limited
liability  company,  an  association,  a joint stock  company,  a trust, a joint
venture,  an  unincorporated  organization,  or a  governmental  entity  (or any
department, agency, or political subdivision thereof).

      "Promissory Note" has the meaning set forth in the recitals above.

      "Purchase Price" has the meaning set forth in Section 2(b) above.

      "SEC Reports" has the meaning set forth in Section 4(a).

      "Securities Act" means the Securities Act of 1933, as amended.

      "Securities  Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

      "Security  Interest"  means any adverse  claim,  mortgage,  pledge,  lien,
encumbrance,  option, restriction on transfer, easement, right of way, matter of
survey,  charge, or other security interest,  whether perfected by a filing of a
UCC-1 financial statement or otherwise.

      "Seller" has the meaning set forth in the preface above.

      "Shares" has the meaning set forth in the recitals above.

      "Subsidiary"  means any  corporation  with  respect  to which a  specified
Person (or a Subsidiary  thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient  securities to elect a majority
of the directors.

<PAGE>


      "Tax" means any federal,  state or local income, gross receipts,  license,
payroll,  employment,  excise, severance,  stamp, occupation,  premium, windfall
profits, environmental (including taxes under Code Section 59A), customs duties,
capital stock, franchise,  profits,  withholding,  social security (or similar),
unemployment,   disability,   real  property,  personal  property,  sales,  use,
transfer,  registration,  value added, alternative or add-on minimum, estimated,
or  other  tax of any kind  whatsoever,  including  any  interest,  penalty,  or
addition thereto, whether disputed or not.

      "Tax Liability" has the meaning set forth in Section 4(h) (iii) above.

      "Tax Return" means any return,  declaration,  report, claim for refund, or
information  return or statement  relating to Taxes,  including  any schedule or
attachment thereto, and including any amendment thereof.

      "Third Party Claim" has the meaning set forth in Section 8(d) (i) above.