STOCK PURCHASE AGREEMENT
                                 AMENDMENT NO. 1

      This Amendment (this "Amendment") is entered into as of December 14, 2005,
by and among Parallel Technologies,  Inc., a Nevada corporation (the "Company"),
Dalian Fushi Bimetallic  Manufacturing  Company, Ltd., a company organized under
the laws of the People's Republic of China ("Dalian Fushi"),  the persons listed
on the  signature  pages hereto as  management  of Dalian Fushi  ("Management"),
Chinamerica  Fund,  LP,  a Texas  limited  partnership  ("CA"),  and  the  other
investors listed on the signature pages hereto (CA and the other investors shall
be  referred  to  individually   as  an  "Investor"  and   collectively  as  the
"Investors").  The Investors,  Dalian Fushi, Management and the Company are also
referred  to  individually  herein as a "Party" and  collectively  herein as the
"Parties."

                             PRELIMINARY STATEMENTS

      A. On December 14, 2005,  the Company,  Dalian Fushi,  Management  and the
other parties thereto entered into a Stock Purchase  Agreement (the "Agreement")
pursuant  to which the  Company  will issue and sell to the  Investors,  and the
Investors will subscribe for and acquire from the Company,  a substantial equity
interest in the Company upon the terms and conditions set forth therein.

      B. In entering into the Agreement,  it was contemplated that Enable Growth
Partners,  L.P. and Enable Opportunity Partners,  L.P. (together "Enable") would
participate as investors. Enable has not signed the Agreement and will not be an
Investor.

      C. Certain other Investors desire to change the amount of equity interests
to be received from the Company.

      D. The  Investors  wish to proceed with an  investment  in the Company and
accept any new Investors. The Investors hereby agree to amend the Agreement.

                                    AGREEMENT

      The Parties, intending to be legally bound, agree as follows:

1.    DEFINITIONS.

      Unless otherwise set forth herein, the capitalized terms used herein shall
have the same meanings as set forth in the Agreement.

2.    AMENDMENTS.

      (a)  Amendment to Section  2(a).  Section 2(a) and Section  2(a)(i) of the
Agreement shall be deleted and the following shall be substituted therefor:

            (a)   Purchase   and   Sale  of   Shares.   On  the   basis  of  the
            representations,  warranties,  covenants  and  agreements  contained
            herein,  and subject to the terms and conditions hereof, the Company
            agrees  to  issue  and  sell to the  Investors,  and the  Investors,
            severally and not jointly, agree to purchase from the Company for an
            aggregate  purchase  price of  $11,225,000  (the  "Purchase  Price")
            (subject to escrow pursuant to Section 2(d)):

                  (i) at the Closing an aggregate of 201,511.98 shares of Series
            B Convertible  Preferred  Stock of the Company,  par value $.001 per
            share ("Series B"),  having the rights,  preferences and other terms
            set forth on Exhibit A, which Series B is convertible into 3,975,521
            shares of common  stock of the  Company,  par value  $.006 per share
            ("Common Stock") upon the occurrence of a contemplated reverse split
            (or  such  other  amount  reflecting  no  less  than  20.15%  of the
            outstanding voting capital stock at the time of conversion);

      (b) Addition of Section  2(e). A new Section 2(e) shall hereby be added to
the Agreement to read in its entirety as follows:

                  (e) Additional Investors.  From time to time not later than 10
            days following the Closing,  the Company may sell additional  Shares
            and/or Warrants to other investors ("Additional Investors"),  at the
            same  price per share as the  Investors,  at one or more  additional
            closings  and at  such  time  and  place  as  the  Company  and  the
            Additional  Investors shall agree,  with the prior consent of CA but
            without obtaining the signature, consent or permission of any of the
            other Investors,  Dalian Fushi or Management.  Additional  Investors
            may include persons or entities that are already Investors under the
            Agreement or this Amendment.  Additional  Investors shall execute an
            agreement to be bound with the Company,  Dalian Fushi and Management
            in a form  acceptable  to CA.  In the  event of any such  sale,  the
            Company and CA shall revise Exhibit C accordingly.

      (c)  Amendment to Section  3(d).  The  reference to  785,858.51  shares of
Series A outstanding in Section 3(d) shall be changed to 784,575.16 shares.

      (d) Addition of Section  6(o). A new Section 6(o) shall hereby be added to
the Agreement to read in its entirety as follows:

                  (o) Series B  Certificate  of  Designations,  Preferences  and
            Rights.  The Company shall file an amended  Series B Certificate  of
            Designations,  Preferences  and Rights which  changes the  "Required
            Percentage"  as defined in Section 4(a) of the Series B  Certificate
            of  Designations,  Preferences  and  Rights  filed  with the  Nevada
            Secretary  of State of December  7, 2005 from 21.25% to 20.15%.  The
            Investors  hereby  consent to such  amendment  and hereby agree that
            they shall not take any action, or seek any remedy,  under the terms
            of the Series B Certificate of Designations,  Preferences and Rights
            based on the Required  Percentage,  as defined  therein,  being less
            than 21.25%, but greater than or equal to 20.15%.

      (e)  Substitution of Exhibit C. Exhibit C  ("Investors")  of the Agreement
shall be deleted and Exhibit C attached hereto shall be substituted therefor.


                                       2
<PAGE>

      (f)  Substitution  of  Exhibit  J.  Exhibit J ("Use of  Proceeds")  of the
Agreement  shall be deleted and Exhibit J attached  hereto shall be  substituted
therefor.

      (g)  Substitution of Exhibit K. Exhibit K ("Funds Flow  Statement") of the
Agreement  shall be deleted and Exhibit K attached  hereto shall be  substituted
therefor.

      (h)  Substitution  of Schedule  3(r)(iv) to Company  Disclosure  Schedule.
Schedule 3(r)(iv) to Company Disclosure  Schedule  ("Capitalization  and Reverse
Split")  shall  be  deleted  and  Schedule  3(r)(iv)  attached  hereto  shall be
substituted therefor.

3.    MISCELLANEOUS.

      (a) Amendments. The terms and provisions set forth in this Amendment shall
modify and  supersede all  inconsistent  terms and  provisions  set forth in the
Agreement,  but the  Agreement is not  otherwise  modified or amended  except as
expressly set forth herein.  The parties  agree that the  Agreement,  as amended
hereby, shall continue to be legal, valid, binding and enforceable in accordance
with its terms.

      (b) Survival of Representations  and Warranties.  All  representations and
warranties  made in the  Agreement  shall  survive the execution and delivery of
this Amendment for the term set forth in the Agreement.

      (c) Headings.  The section  headings  contained in this  Amendment are for
purposes of convenience  only, and shall in no way bear upon the construction or
interpretation of this Amendment.

      (d) Entire  Agreement.  This  Amendment,  along with the Agreement and any
Ancillary  Agreements,  constitutes  the entire  agreement among the Parties and
supersedes any prior understandings,  agreements, or representations by or among
the  Parties,  written  or oral,  to the extent  they  related in any way to the
subject matter hereof.

      (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 other Party; provided, however, that any Investor 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 (in any or all of which cases the Investor shall no longer
remain responsible for the performance of all of its obligations hereunder).

      (f)  Counterparts.   This  Amendment  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  Amendment  are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Amendment.

      (h)  Controlling  Law;  Venue.  This  Amendment  shall be  governed by and
construed in accordance  with the laws of the State of Texas  without  regard to
choice of law  provisions,  statutes,  regulations  or principles of this or any
other  jurisdiction.  Each Party  hereby  irrevocably  submits to the  exclusive
jurisdiction  (including personal  jurisdiction) of the state and federal courts
of the State of Texas for any action,  suit or proceeding  arising in connection
with this Amendment, and agrees that any such action suit or proceeding shall be
brought  only in such  court  (and  waives  any  objection  based on  forum  non
conveniens  or  any  other  jurisdiction  to  venue  therein).  Process  in  any
Proceeding  under  this  Amendment  may be served on any Party  anywhere  in the
world.  Notwithstanding the foregoing,  nothing in this Amendment shall preclude
the Investors the right to commence  Proceedings  relating to this  Amendment in
any foreign jurisdiction, including the People's Republic of China.


                                       3
<PAGE>

      (i)  Amendments  and  Waivers.  No  amendment  of any  provision  of  this
Amendment  shall be valid  unless the same shall be in writing and signed by the
Company, CA and Investors representing a majority of the outstanding Shares then
held by the Investors. 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.

      (j) Severability.  Any term or provision of this Amendment 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.  Furthermore, in lieu of such invalid or
unenforceable  provision,  there  shall be added  automatically  as part of this
Amendment  a  provision  as  similar in terms to such  invalid or  unenforceable
provision as may be possible and be legal, valid and enforceable.

      (k) Construction. The Parties have participated jointly in the negotiation
and drafting of this Amendment.  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  Amendment.  Any reference to any federal,  state,  local, or
foreign  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.

      (l)  Incorporation  of Exhibits and Schedules.  The Exhibits and Schedules
identified  in this  Amendment are  incorporated  herein by reference and made a
part hereof.

      (m) Specific Performance. Each of the Parties acknowledges and agrees that
the Investors would be damaged irreparably in the event any of the provisions of
this  Amendment  are not performed in accordance  with their  specific  terms or
otherwise  are  breached.  Accordingly,  each of the  Parties  agrees  that  the
Investors shall be entitled to an injunction or injunctions to prevent  breaches
of the provisions of this Amendment and to enforce  specifically  this Amendment
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, in addition to any other remedy to which they may be entitled, at law or
in equity.


                                       4
<PAGE>

      (n) Ratification of Agreement. Each of the Parties hereby acknowledges and
ratifies the Agreements,  each of its rights and obligations  thereunder and its
entry into the  Agreement.  Each of the  Parties  agrees that it is bound by and
shall comply with all of the provisions of the Agreement, as amended hereby.

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                     (Signatures continue on following page)











                                       5
<PAGE>

      The Parties have  executed  and  delivered  this  Amendment as of the date
indicated in the first sentence of this Amendment.

                                        PARALLEL TECHNOLOGIES, INC.

                                        By:
                                            ------------------------------------
                                        Name:  Li Fu
                                        Title: President

                                        DALIAN FUSHI BIMETALLIC MANUFACTURING
                                        COMPANY, LTD.

                                        By:
                                            ------------------------------------
                                        Name:  Li Fu
                                        Title: President

                                        MANAGEMENT OF DALIAN FUSHI BIMETALLIC
                                        MANUFACTURING COMPANY, LTD.


                                        ----------------------------------------
                                        Fu Li


                                        ----------------------------------------
                                        Yang Yue


                                        ----------------------------------------
                                        Yang Xishan


                                        ----------------------------------------
                                        Chunyan Xu


                                        ----------------------------------------
                                        Wenbing Chris Wang

                     (Signatures continue on following page)


                                       6
<PAGE>

                                        THE INVESTORS

                                        CHINAMERICA FUND, LP

                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        CHINAMERICA DALIAN FUSHI
                                        ACQUISITION, LLC

                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                     (Signatures continue on following page)


                                       7
<PAGE>

                                        BARRON PARTNERS LP

                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                     (Signatures continue on following page)





                                       8
<PAGE>

                                        RENAISSANCE US GROWTH INVESTMENT TRUST

                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        BFS US SPECIAL OPPORTUNITIES TRUST PLC

                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                     (Signatures continue on following page)


                                       9
<PAGE>

                                        LAKE STREET FUND LP

                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        FRED L. ASTMAN
                                        WEDBUSH SEC. INC. CUST.
                                        IRA ROLLOVER 10/13/92


                                        ----------------------------------------
                                        Fred L. Astman

                     (Signatures continue on following page)


                                       10
<PAGE>

                                        John Peter Selda

                                        MIDSOUTH INVESTOR FUND LP

                                        By:
                                           -------------------------------------
                                           Lyman O. Heidtke


                                        ----------------------------------------
                                        Lyman O. Heidtke

                     (Signatures continue on following page)


                                       11
<PAGE>

                                        POPE ASSET MANAGEMENT LLC

                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       12
<PAGE>

                                    EXHIBIT C

                                    Investors

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                   Percentage
                                                                                                       of
                                                        Shares of                                 Outstanding         Number of
                                                         Series B                                    Voting             Shares
                                                       Convertible          Common Stock            Capital            Issuable
                                        Percentage      Preferred           Issuable upon          Stock Post            upon
                         Purchase         Among           Stock            Conversion Post          Reverse          Exercise of
Names of Investors         Price          Group         Purchased           Reverse Split            Split             Warrant
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>           <C>                  <C>                     <C>              <C>
Chinamerica Fund,       $1,700,000        15.14%        30,518.52            602,083.36              3.05%            301,041.67
LP
------------------------------------------------------------------------------------------------------------------------------------
Chinamerica             $1,000,000        8.91%         17,952.07            354,166.68              1.79%            177,083.33
Dalian Fushi
Acquisition, LLC
------------------------------------------------------------------------------------------------------------------------------------
Pope Asset              $3,500,000        31.18%        62,832.25           1,239,583.39             6.28%            619,791.67
Management LLC
------------------------------------------------------------------------------------------------------------------------------------
Renaissance US          $1,000,000        8.91%         17,952.07            354,166.68              1.79%            177,083.33
Growth Investment
Trust
------------------------------------------------------------------------------------------------------------------------------------
BFS US Special
Opportunities
Trust PLC               $1,000,000        8.91%         17,952.07            354,166.68              1.79%            177,083.33
------------------------------------------------------------------------------------------------------------------------------------
John Peter Selda         $100,000         0.89%          1,795.20             35,416.53              0.179%           17,708.33
------------------------------------------------------------------------------------------------------------------------------------
MidSouth Investor
Fund LP                  $500,000         4.45%          8,976.04            177,083.34              0.897%           88,541.67
------------------------------------------------------------------------------------------------------------------------------------
Lyman O. Heidtke         $125,000         1.11%          2,244.01             44,270.86              0.224%           22,135.42
------------------------------------------------------------------------------------------------------------------------------------
Lake Street Fund
LP                      $700,000.00       6.24%         12,566.45            247,916.68              1.26%            123,958.33
------------------------------------------------------------------------------------------------------------------------------------
Fred L. Astman
Wedbush Sec Inc.
Cust IRA Rollover
10/13/92                $350,000.00       3.12%          6,283.22            123,958.34              0.63%            61,979.17
------------------------------------------------------------------------------------------------------------------------------------
Barron Partners LP      $1,250,000        11.14%        22,440.09            442,708.40              2.24%            221,354.17
------------------------------------------------------------------------------------------------------------------------------------
Total                  $11,225,000       100.00%        201,511.99          3,975,520.83             20.15%           1,987,760
-----                  ------------      -------        ----------          ------------             ------           ---------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       C-1
<PAGE>

                                    EXHIBIT J

                                 Use of Proceeds

      The  following  schedule  sets forth the use of proceeds  of the  Purchase
Price paid by the  Investors.  It does not take into  account  the flow of funds
between  WOFE  and  Dalian  Fushi  necessary  to  accomplish  the  restructuring
contemplated by the Restructuring Agreements.

Purpose                                                           Amount
-------                                                           ------
Investor Relations                                                $500,000
Executive Search Fees                                             $100,000

Working Capital for Existing Operations                         $4,700,000
to be used for raw material purchases
and to meet expenditures necessary to
fulfill customer orders.

Purchases of New Machinery and                                  $3,000,000
Equipment


Marketing for expansion into new                                $1,000,000
markets and obtaining new customers


Investment Banking Fees                                           $975,000


Professional fees incurred by Dalian                               Approx.
Fushi and by Investors in connection                              $400,000
with the Agreement, Restructuring
Agreements and Ancillary Agreements

Shell purchase price                                              $550,000

Total                                                          $11,225,000


                                       J-1
<PAGE>

                                    EXHIBIT K

                              Funds Flow Statement

                                 (See attached)

<PAGE>

                SCHEDULE 3(r)(iv) TO COMPANY DISCLOSURE SCHEDULE

                                 (See attached)