EXHIBIT 10.1

                            SHARE EXCHANGE AGREEMENT

                     DIVERSIFIED PRODUCT INSPECTIONS, INC.

                               FOR THE EXCHANGE OF

                                  CAPITAL STOCK

                                       OF

                           PARALLEL TECHNOLOGIES, INC.

                          DATED AS OF DECEMBER 13, 2005


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                            SHARE EXCHANGE AGREEMENT

      This  SHARE  EXCHANGE  AGREEMENT,  dated  as of  December  13,  2005  (the
"Agreement") by and among DIVERSIFIED PRODUCT INSPECTIONS,  INC., a newly-formed
Delaware corporation ("DPI"), PARALLEL TECHNOLOGIES,  INC., a Nevada corporation
("Parallel"),  and all of the  shareholders of DPI, whose names are set forth on
Exhibit A attached hereto ("SHAREHOLDERS").

      WHEREAS,  SHAREHOLDERS  own 100% of the issued and  outstanding  shares of
Common Stock, par value $.01 per share, of DPI (the "DPI Shares");

      WHEREAS, SHAREHOLDERS believe it is in their best interest to exchange the
DPI Shares for shares of Series A Convertible  Preferred  Stock, par value $.001
per share, of Parallel ("Parallel  Shares"),  and Parallel believes it is in its
best interests to acquire the DPI Shares in exchange for Parallel  Shares,  upon
the terms and subject to the conditions set forth in this Agreement; and

      WHEREAS,  it the intention of the parties that: (i) Parallel shall acquire
100% of the DPI Shares in exchange  solely for the amount of Parallel Shares set
forth  herein;  (ii)  said  exchange  of  shares  shall  qualify  as a  tax-free
reorganization  under Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended (the "Code");  and (iii) said exchange shall qualify as a transaction
in securities exempt from registration or qualification under the Securities Act
of 1933, as amended and in effect on the date of this Agreement (the "Securities
Act")

      NOW, THEREFORE, in consideration of the mutual terms, conditions and other
agreements set forth herein, the parties hereto hereby agree as follows:

                                    ARTICLE I

                       EXCHANGE OF SHARES FOR COMMON STOCK

      SECTION 1.1 Agreement to Exchange DPI Shares for Parallel  Shares.  On the
Closing  Date (as  hereinafter  defined)  and upon the terms and  subject to the
conditions  set  forth  in this  Agreement,  SHAREHOLDERS  shall  sell,  assign,
transfer,  convey and deliver the DPI Shares  (representing 15,560 DPI Shares or
100% of the issued and outstanding DPI Shares), to Parallel,  and Parallel shall
accept the DPI Shares from the  SHAREHOLDERS in exchange for the issuance to the
SHAREHOLDERS  of the number of Parallel  Shares set forth  opposite the names of
the SHAREHOLDERS on Exhibit A hereto.

      SECTION 1.2  Capitalization.  On the Closing Date,  immediately before the
transactions to be consummated  pursuant to this Agreement,  Parallel shall have
authorized (a) 100,000,000 shares of Common Stock, par value $.006 per share, of
which 39,243,659  shares shall be issued and outstanding,  all of which are duly
authorized, validly issued and fully paid; and (b) 5,000,000 shares of Preferred
Stock,  $.001 par  value,  of which no shares  are  issued or  outstanding,  but
785,000  shares shall have been  designated  as Series A  Convertible  Preferred
Stock and 216,000  shares  shall have been  designated  as Series B  Convertible
Preferred Stock, par value $.001 per share ("Series B Stock").

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      SECTION 1.3 Closing.  The closing of the  exchange to be made  pursuant to
this  Agreement (the  "Closing")  shall take place at 10:00 a.m.  E.D.T.  on the
second  business day after the conditions to closing set forth in Articles V and
VI have been satisfied or waived,  or at such other time and date as the parties
hereto  shall agree in writing  (the  "Closing  Date"),  at the offices of Guzov
Ofsink,  LLC, 600 Madison Avenue,  14th Floor,  New York, New York 10022. At the
Closing,   SHAREHOLDERS   shall  deliver  to  Parallel  the  stock  certificates
representing  100% of the DPI Shares,  duly  endorsed  in blank for  transfer or
accompanied  by  appropriate  stock  powers  duly  executed  in  blank.  In full
consideration and exchange for the DPI Shares, Parallel shall issue and exchange
with SHAREHOLDERS  784,575.16 Parallel Shares  representing  approximately 50.42
Parallel Shares for each DPI Share exchanged.

      1.4 Tax  Treatment.  The exchange  described  herein is intended to comply
with  Section   368(a)(1)(B)  of  the  Code,  and  all  applicable   regulations
thereunder.  In order to ensure  compliance  with said  provisions,  the parties
agree to take whatever  steps may be necessary,  including,  but not limited to,
the amendment of this Agreement.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PARALLEL

      Parallel hereby represents, warrants and agrees as follows:

      SECTION 2.1 Corporate Organization

            a. Parallel is a corporation duly organized, validly existing and in
good standing under the laws of Nevada,  and has all requisite  corporate  power
and  authority to own its  properties  and assets and to conduct its business as
now  conducted  and is duly  qualified  to do business in good  standing in each
jurisdiction  in which the nature of the  business  conducted by Parallel or the
ownership or leasing of its  properties  makes such  qualification  and being in
good standing necessary, except where the failure to be so qualified and in good
standing will not have a material  adverse  effect on the business,  operations,
properties,  assets,  condition or results of operation of Parallel (a "Parallel
Material Adverse Effect");

            b. Copies of the Articles of  Incorporation  and By-laws of Parallel
as well as the  Certificates of Designation of the Series A Stock and the Series
B Stock, with all amendments thereto to the date hereof,  have been furnished to
DPI and the  SHAREHOLDERS,  and such copies are  accurate and complete as of the
date  hereof.  The minute  books of  Parallel  are  current as  required by law,
contain the minutes of all meetings of the Board of Directors  and  shareholders
of Parallel from its date of  incorporation  to the date of this Agreement,  and
adequately  reflect all material  actions  taken by the Board of  Directors  and
shareholders of Parallel.

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      SECTION 2.2  Capitalization of Parallel.  The authorized  capital stock of
Parallel consists of (a) 100,000,000 shares of Common Stock, par value $.006 per
share, of which 39,243,659  shares are issued and outstanding,  all of which are
duly  authorized,  validly  issued and fully paid;  and (b) 5,000,000  shares of
Preferred Stock,  $.001 par value, of which no shares are issued or outstanding,
but of which  785,000  shares of Series A Stock and  216,000  shares of Series B
Stock have been  designated.  The parties  agree that they have been informed of
the issuances of these Parallel Shares,  and that all such issuances of Parallel
Shares  pursuant to this Agreement will be in accordance  with the provisions of
this  Agreement.  All of the  Parallel  Shares  to be  issued  pursuant  to this
Agreement have been duly authorized and will be validly  issued,  fully paid and
non-assessable  and no personal  liability will attach to the ownership thereof.
As of the date of this  Agreement  there are and as of the Closing  Date,  there
will be, no outstanding options, warrants, agreements,  commitments,  conversion
rights,  preemptive  rights  or other  rights  to  subscribe  for,  purchase  or
otherwise  acquire  any shares of capital  stock or any  un-issued  or  treasury
shares of capital stock of Parallel.

      SECTION  2.3  Subsidiaries  and  Equity   Investments.   Parallel  has  no
subsidiaries  or  equity  interest  in any  corporation,  partnership  or  joint
venture.

      SECTION 2.4  Authorization  and Validity of  Agreements.  Parallel has all
corporate power and authority to execute and deliver this Agreement,  to perform
its  obligations  hereunder  and to  consummate  the  transactions  contemplated
hereby.  The  execution  and  delivery of this  Agreement  by  Parallel  and the
consummation by Parallel of the transactions  contemplated hereby have been duly
authorized by all necessary corporate action of Parallel, and no other corporate
proceedings on the part of Parallel are necessary to authorize this Agreement or
to consummate the transactions contemplated hereby.

      SECTION  2.5  No  Conflict  or  Violation.  The  execution,  delivery  and
performance  of this  Agreement  by  Parallel  does not and will not  violate or
conflict with any  provision of its Articles of  Incorporation  or By-laws,  and
does not and will not violate any  provision  of law, or any order,  judgment or
decree of any court or other governmental or regulatory  authority,  nor violate
or  result  in a breach of or  constitute  (with due  notice or lapse of time or
both) a default  under,  or give to any other  entity any right of  termination,
amendment, acceleration or cancellation of, any contract, lease, loan agreement,
mortgage,  security agreement,  trust indenture or other agreement or instrument
to which  Parallel  is a party or by which it is bound or to which  any of their
respective  properties or assets is subject,  nor will it result in the creation
or imposition of any lien, charge or encumbrance of any kind whatsoever upon any
of the properties or assets of Parallel, nor will it result in the cancellation,
modification,  revocation  or  suspension  of any of the  licenses,  franchises,
permits to which Parallel is bound.

      SECTION 2.6 Consents and Approvals. No consent,  waiver,  authorization or
approval of any governmental or regulatory authority, domestic or foreign, or of
any other  person,  firm or  corporation,  is  required in  connection  with the
execution  and  delivery of this  Agreement  by Parallel or the  performance  by
Parallel of its obligations hereunder.

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      SECTION 2.7 Absence of Certain Changes or Events. Since its inception:

            a.  Parallel  has  operated  in  the  ordinary  course  of  business
consistent with past practice and there has not been any material adverse change
in the  assets,  properties,  business,  operations,  prospects,  net  income or
condition, financial or otherwise of Parallel. As of the date of this Agreement,
Parallel  does  not  know  or have  reason  to  know  of any  event,  condition,
circumstance or prospective  development which threatens or may threaten to have
a material adverse effect on the assets, properties,  operations, prospects, net
income or financial condition of Parallel;

            b. there has not been any  declaration,  setting aside or payment of
dividends or  distributions  with respect to shares of capital stock of Parallel
or any  redemption,  purchase  or  other  acquisition  of any  capital  stock of
Parallel or any other of Parallel's securities; and

            c. there has not been an increase in the compensation  payable or to
become payable to any director or officer of Parallel.

      SECTION 2.8 Disclosure. This Agreement and any certificate attached hereto
or delivered in accordance  with the terms hereby by or on behalf of Parallel in
connection with the  transactions  contemplated  by this  Agreement,  when taken
together,  do not contain any untrue  statement  of a material  fact or omit any
material fact necessary in order to make the statements  contained herein and/or
therein not misleading.

      SECTION 2.9 Survival. Each of the representations and warranties set forth
in this  Article  II shall be deemed  represented  and made by  Parallel  at the
Closing  as if made at such  time and shall  survive  the  Closing  for a period
terminating on the second anniversary of the date of this Agreement.

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                                   ARTICLE III

             REPRESENTATIONS AND WARRANTIES OF DPI AND SHAREHOLDERS

      DPI and each of the SHAREHOLDERS,  severally, represent, warrant and agree
as follows:

      SECTION 3.1 Corporate Organization.

            a.  DPI  is  a  newly-formed  corporation  with  no  prior  business
activities.  It is duly organized,  validly  existing and in good standing under
the laws of the state of  Delaware  and has all  requisite  corporate  power and
authority  to own its  properties  and assets and to conduct its business as now
conducted  and is  duly  qualified  to do  business  in  good  standing  in each
jurisdiction  in  where  the  nature  of the  business  conducted  by DPI or the
ownership or leasing of its  properties  makes such  qualification  and being in
good standing necessary, except where the failure to be so qualified and in good
standing will not have a material  adverse  effect on the business,  operations,
properties,  assets,  condition or results of operation of DPI (a "DPI  Material
Adverse Effect").

            b. Copies of the  Certificate of  Incorporation  and By-laws of DPI,
with all amendments thereto to the date hereof, have been furnished to Parallel,
and such copies are  accurate  and  complete as of the date  hereof.  The minute
books of DPI are current as required by law, contain the minutes of all meetings
of the Board of Directors and  shareholders  of DPI, and committees of the Board
of  Directors  of DPI  from  the  date  of  incorporation  to the  date  of this
Agreement,  and  adequately  reflect all material  actions taken by the Board of
Directors, shareholders and committees of the Board of Directors of DPI.

      SECTION 3.2 Capitalization of DPI; Title to the DPI Shares. On the Closing
Date,  immediately  before the  transactions to be consummated  pursuant to this
Agreement,  DPI shall have  authorized One Million  (1,000,000)  DPI Shares,  of
which 15,560 DPI Shares will be issued and  outstanding.  The DPI Shares are the
sole  outstanding  shares of capital stock of DPI, and there are no  outstanding
options, warrants, agreements, commitments, conversion rights, preemptive rights
or other rights to subscribe  for,  purchase or otherwise  acquire any shares of
capital stock or any un-issued or treasury shares of capital stock of DPI.

      SECTION 3.3 Subsidiaries and Equity  Investments;  Assets.  As of the date
hereof  and  on  the  Closing  Date,  except  for  Dalian  Diversified   Product
Inspections  Cable Company,  Ltd. a corporation  organized under the laws of the
Peoples  Republic of China which is wholly  owned by DPI,  DPI does not and will
not directly or indirectly,  own any shares of capital stock or any other equity
interest  in any  entity  or any right to  acquire  any  shares or other  equity
interest  in any  entity  and DPI does not and  will  not  have  any  assets  or
liabilities.

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      SECTION  3.4  Authorization  and  Validity  of  Agreements.  DPI  has  all
corporate power and authority to execute and deliver this Agreement,  to perform
its  obligations  hereunder  and to  consummate  the  transactions  contemplated
hereby. The execution and delivery of this Agreement by DPI and the consummation
of the  transactions  contemplated  hereby  have  been  duly  authorized  by all
necessary corporate action and no other corporate proceedings on the part of DPI
are  necessary to authorize  this  Agreement or to consummate  the  transactions
contemplated  hereby. The SHAREHOLDERS have approved this Agreement on behalf of
DPI  and  no  other  stockholder   approvals  are  required  to  consummate  the
transactions  contemplated  hereby. The execution and delivery of this Agreement
by each SHAREHOLDER which is not a natural person ("Entity Shareholder") and the
consummation of the transactions  contemplated hereby by each Entity Shareholder
have been duly authorized by all necessary action by the Entity  Shareholder and
no other  proceedings  on the part of DPI or any  SHAREHOLDER  are  necessary to
authorize this Agreement or to consummate the transactions contemplated hereby.

      SECTION  3.5  No  Conflict  or  Violation.  The  execution,  delivery  and
performance  of this Agreement by DPI or any  SHAREHOLDER  does not and will not
violate or conflict with any provision of the constituent  documents of DPI, and
does not and will not violate any  provision  of law, or any order,  judgment or
decree of any court or other governmental or regulatory authority,  nor violate,
result in a breach of or constitute (with due notice or lapse of time or both) a
default under or give to any other entity any right of  termination,  amendment,
acceleration or cancellation of any contract,  lease, loan agreement,  mortgage,
security  agreement,  trust  indenture or other agreement or instrument to which
DPI or any SHAREHOLDER is a party or by which it is bound or to which any of its
respective  properties  or assets is  subject,  nor  result in the  creation  or
imposition of any lien, charge or encumbrance of any kind whatsoever upon any of
the  properties  or  assets  of  DPI  or  any  SHAREHOLDER,  nor  result  in the
cancellation,  modification,  revocation  or  suspension of any of the licenses,
franchises, permits to which DPI or any SHAREHOLDER is bound.

      SECTION 3.6 Investment  Representations.  (a) The Parallel  Shares will be
acquired  hereunder solely for the account of the SHAREHOLDERS,  for investment,
and not with a view to the  resale or  distribution  thereof.  Each  SHAREHOLDER
understands  and is  able  to bear  any  economic  risks  associated  with  such
SHAREHOLDER'S  investment in the Parallel Shares.  Each SHAREHOLDER has had full
access  to  all  the  information  such  SHAREHOLDER   considers   necessary  or
appropriate to make an informed investment decision with respect to the Parallel
Shares to be acquired under this Agreement.  Each SHAREHOLDER further has had an
opportunity to ask questions and receive  answers from  Parallel's sole director
regarding  Parallel  and  to  obtain  additional   information  (to  the  extent
Parallel's  director  possessed  such  information  or could  acquire it without
unreasonable effort or expense) necessary to verify any information furnished to
such  SHAREHOLDER or to which such  SHAREHOLDER had access.  Each  SHAREHOLDER ,
other  than a  SHAREHOLDER  which is also a PRC  Shareholder  (as  such  term is
hereinafter  defined) is an  "accredited  investor"  (as such term is defined in
Rule  501(a)  of  Regulation  D  promulgated  by  the  Securities  and  Exchange
Commission under the Securities Act).

<PAGE>

(b) No offer to enter into this  Agreement  has been made by  Parallel to any of
Dalian Fushi Enterprise Group Co., Ltd., Yue Yang,  Xishan Yang,  Chunyian Xu or
Redwood  Capital  (each  a  "PRC   Shareholder"  and   collectively,   the  "PRC
Shareholders")  in the United States. At the times of the offer and execution of
this  Agreement,  each PRC  Shareholder  was domiciled  and resided  outside the
United States. No PRC Shareholder, nor any affiliate of any PRC Shareholder, nor
any  person  acting on behalf of any PRC  Shareholder  or any behalf of any such
affiliate, has engaged or will engage in any activity undertaken for the purpose
of, or that reasonably could be expected to have the effect of, conditioning the
markets in the United States for the Parallel Shares, including, but not limited
to,  effecting any sale or short sale of securities  through any PRC Shareholder
or any of  affiliate  of any PRC  Shareholder  prior  to the  expiration  of any
restricted period contained in Regulation S promulgated under the Securities Act
(any such activity being defined herein as a "Directed Selling Effort").  To the
best  knowledge  of  each  of the  PRC  Shareholders,  this  Agreement  and  the
transactions  contemplated  herein are not part of a plan or scheme to evade the
registration provisions of the Securities Act, and the Parallel Shares are being
acquired for investment  purposes by the PRC Shareholders.  Each PRC Shareholder
agrees  that all offers and sales of  Parallel  Shares  from the date hereof and
through the  expiration  of the any  restricted  period set forth in Rule 903 of
Regulation S (as the same may be amended from time to time hereafter)  shall not
be made to U.S.  Persons or for the account or benefit of U.S. Persons and shall
otherwise be made in  compliance  with the  provisions  of  Regulation S and any
other  applicable  provisions of the Securities Act. Neither any PRC Shareholder
nor the  representatives  of any PRC  Shareholder  have  conducted  any Directed
Selling  Effort as that term is used and defined in Rule 902 of Regulation S and
no PRC Shareholder nor any  representative of any PRC Shareholder will engage in
any such Directed Selling Effort within the United States through the expiration
of any restricted period set forth in Rule 903 of Regulation S.

      SECTION 3.7 Brokers'  Fees.  No  SHAREHOLDER  has any liability to pay any
fees or commissions or other consideration to any broker,  finder, or agent with
respect to the transactions contemplated by this Agreement.

      SECTION 3.8  Disclosure.  This  Agreement,  the  schedules  hereto and any
certificate  attached hereto or delivered in accordance with the terms hereby by
or on behalf of DPI or the  SHAREHOLDERS  in  connection  with the  transactions
contemplated by this Agreement,  when taken together,  do not contain any untrue
statement  of a material  fact or omit any material  fact  necessary in order to
make the statements contained herein and/or therein not misleading.

      SECTION 3.8 Survival. Each of the representations and warranties set forth
in  this  Article  III  shall  be  deemed  represented  and  made by DPI and the
SHAREHOLDERS  at the  Closing  as if made at such  time and  shall  survive  the
Closing for a period  terminating on the second  anniversary of the date of this
Agreement.

                                   ARTICLE IV

                                    COVENANTS

      SECTION 4.1 Certain Changes and Conduct of Business.

<PAGE>

            a. From and after the date of this  Agreement  and until the Closing
Date,  Parallel  shall  conduct  its  business  solely  in the  ordinary  course
consistent   with  past  practices  and,  in  a  manner   consistent   with  all
representations,  warranties  or covenants  of  Parallel,  and without the prior
written consent of DPI will not, except as required or permitted pursuant to the
terms hereof:

            i.    make any  material  change in the  conduct  of its  businesses
                  and/or  operations or enter into any transaction other than in
                  the  ordinary   course  of  business   consistent   with  past
                  practices;

            ii.   make any change in its Articles of  Incorporation  or By-laws;
                  issue  any  additional  shares  of  capital  stock  or  equity
                  securities  or grant any  option,  warrant or right to acquire
                  any capital  stock or equity  securities or issue any security
                  convertible  into or  exchangeable  for its  capital  stock or
                  alter  in  any  material  term  of  any  of  its   outstanding
                  securities  or make any  change in its  outstanding  shares of
                  capital  stock or its  capitalization,  whether by reason of a
                  reclassification,    recapitalization,    stock    split    or
                  combination,   exchange  or  readjustment  of  shares,   stock
                  dividend or otherwise;

            iii.  A.    incur, assume or guarantee any indebtedness for borrowed
                        money,  issue  any  notes,  bonds,  debentures  or other
                        corporate  securities  or grant any  option,  warrant or
                        right  to  purchase  any  thereof,  except  pursuant  to
                        transactions   in  the   ordinary   course  of  business
                        consistent with past practices; or

                  B.    issue any  securities  convertible or  exchangeable  for
                        debt or equity securities of Parallel;

            iv.   make any  sale,  assignment,  transfer,  abandonment  or other
                  conveyance  of any of its assets or any part  thereof,  except
                  pursuant to  transactions  in the ordinary  course of business
                  consistent with past practice;

            v.    subject any of its assets, or any part thereof, to any lien or
                  suffer  such to be imposed  other than such liens as may arise
                  in the  ordinary  course  of  business  consistent  with  past
                  practices  by operation of law which will not have an Parallel
                  Material Adverse Effect;

            vi.   acquire any assets, raw materials or properties, or enter into
                  any other  transaction,  other than in the ordinary  course of
                  business consistent with past practices;

<PAGE>

            vii.  enter into any new (or amend any  existing)  employee  benefit
                  plan,  program  or  arrangement  or  any  new  (or  amend  any
                  existing) employment, severance or consulting agreement, grant
                  any  general  increase  in the  compensation  of  officers  or
                  employees  (including any such increase pursuant to any bonus,
                  pension,  profit-sharing or other plan or commitment) or grant
                  any increase in the compensation  payable or to become payable
                  to  any  employee,  except  in  accordance  with  pre-existing
                  contractual provisions or consistent with past practices;

            viii. make or commit to make any material capital expenditures;

            ix.   pay, loan or advance any amount to, or sell, transfer or lease
                  any  properties  or assets to, or enter into any  agreement or
                  arrangement with, any of its affiliates;

            x.    guarantee  any  indebtedness  for borrowed  money or any other
                  obligation of any other person;

            xi.   fail to keep in full force and effect insurance  comparable in
                  amount and scope to coverage maintained by it (or on behalf of
                  it) on the date hereof;

            xii.  take  any  other   action   that   would   cause  any  of  the
                  representations  and  warranties  made by it in this Agreement
                  not to remain true and correct in all material aspect;

            xiii. make any material loan, advance or capital  contribution to or
                  investment in any person;

            xiv.  make any  material  change  in any  method  of  accounting  or
                  accounting principle, method, estimate or practice;

            xv.   settle,  release or forgive any claim or  litigation  or waive
                  any right;

            xvi.  commit itself to do any of the foregoing.

      b.    From and after the date of this Agreement, DPI will:

            1.    continue to maintain, in all material respects, its properties
                  in accordance with present  practices in a condition  suitable
                  for its current use;

            2.    file, when due or required,  federal, state, foreign and other
                  tax  returns  and other  reports  required to be filed and pay
                  when  due all  taxes,  assessments,  fees  and  other  charges
                  lawfully  levied or assessed  against it,  unless the validity
                  thereof  is  contested  in  good  faith  and  by   appropriate
                  proceedings diligently conducted;

<PAGE>

            3.    continue  to  conduct  its  business  in the  ordinary  course
                  consistent with past practices;

            4.    keep its books of account,  records and files in the  ordinary
                  course and in accordance with existing practices; and

            5.    continue  to maintain  existing  business  relationships  with
                  suppliers.

      SECTION 4.2 Access to Properties and Records.  DPI shall afford Parallel's
accountants,  counsel and authorized representatives,  and Parallel shall afford
to DPI's accountants,  counsel and authorized representatives full access during
normal  business  hours  throughout the period prior to the Closing Date (or the
earlier  termination  of this  Agreement)  to all of such  parties'  properties,
books, contracts, commitments and records and, during such period, shall furnish
promptly to the  requesting  party all other  information  concerning  the other
party's  business,   properties  and  personnel  as  the  requesting  party  may
reasonably  request,  provided that no  investigation  or receipt of information
pursuant to this Section 4.2 shall affect any  representation  or warranty of or
the conditions to the obligations of any party.

      SECTION 4.3 Negotiations. From and after the date hereof until the earlier
of the Closing or the termination of this Agreement,  no party to this Agreement
nor its officers or directors (subject to such director's  fiduciary duties) nor
anyone  acting  on  behalf  of any party or other  persons  shall,  directly  or
indirectly,  encourage,  solicit, engage in discussions or negotiations with, or
provide  any  information  to,  any  person,  firm,  or  other  entity  or group
concerning any merger, sale of substantial assets, purchase or sale of shares of
capital stock or similar transaction involving any party. A party shall promptly
communicate  to any other party any inquiries or  communications  concerning any
such transaction which they may receive or of which they may become aware of.

      SECTION 4.4 Consents and Approvals. The parties shall:

            i.    use  their  reasonable   commercial   efforts  to  obtain  all
                  necessary consents,  waivers,  authorizations and approvals of
                  all  governmental  and  regulatory  authorities,  domestic and
                  foreign,  and of all  other  persons,  firms  or  corporations
                  required  in  connection  with  the  execution,  delivery  and
                  performance by them of this Agreement; and

<PAGE>

            ii.   diligently  assist and cooperate  with each party in preparing
                  and filing all  documents  required to be submitted by a party
                  to any  governmental  or  regulatory  authority,  domestic  or
                  foreign, in connection with such transactions and in obtaining
                  any  governmental   consents,   waivers,   authorizations   or
                  approvals  which may be required to be obtained  connection in
                  with such transactions.

      SECTION 4.5 Public  Announcement.  Unless otherwise required by applicable
law, the parties  hereto shall consult with each other before  issuing any press
release or otherwise making any public statements with respect to this Agreement
and shall not issue any such  press  release or make any such  public  statement
prior to such consultation.

      SECTION  4.6 Stock  Issuance.  From and  after the date of this  Agreement
until the Closing  Date,  neither  Parallel  nor DPI shall issue any  additional
shares of its capital  stock,  except that Parallel may issue up to an aggregate
of 216,000 shares of Series B Stock to certain  investors  pursuant to the terms
of  a  Stock  Purchase   Agreement  among  Parallel,   Dalian  Fushi  Bimetallic
Manufacturing  Co.,  Ltd.  and the  investors  to be entered into on the Closing
Date, a draft of which agreement is attached hereto.

      SECTION 4.7 Notwithstanding  anything to the contrary contained herein, it
is herewith  understood and agreed that both DPI and Parallel may enter into and
conclude  agreements and/or financing  transactions as same relate to and/or are
contemplated by any separate written  agreements  either:  (a) annexed hereto as
exhibits;  or (b) entered  into by Parallel  with DPI  executed by both  parties
subsequent to the date hereof.  These Agreements shall become,  immediately upon
execution, part of this Agreement and subject to all warranties, representations
and conditions contained herein.

                                    ARTICLE V

                CONDITIONS TO OBLIGATIONS OF DPI AND SHAREHOLDERS

      The obligations of DPI and the SHAREHOLDERS to consummate the transactions
contemplated by this Agreement are subject to the fulfillment,  at or before the
Closing  Date,  of the  following  conditions,  any one or more of which  may be
waived by both DPI and the SHAREHOLDERS in their sole discretion:

      SECTION   5.1   Representations   and   Warranties   of   Parallel.    All
representations  and warranties made by Parallel in this Agreement shall be true
and  correct on and as of the  Closing  Date as if again made by  Parallel as of
such date.

      SECTION 5.2 Agreements  and  Covenants.  Parallel shall have performed and
complied in all material  respects to all agreements  and covenants  required by
this Agreement to be performed or complied with by it on or prior to the Closing
Date.

<PAGE>

      SECTION 5.3 Consents and Approvals. Consents, waivers,  authorizations and
approvals of any governmental or regulatory authority,  domestic or foreign, and
of any other  person,  firm or  corporation,  required  in  connection  with the
execution, delivery and performance of this Agreement shall be in full force and
effect on the Closing Date.

      SECTION 5.4 No Violation of Orders. No preliminary or permanent injunction
or other order  issued by any court or  governmental  or  regulatory  authority,
domestic or foreign,  nor any  statute,  rule,  regulation,  decree or executive
order  promulgated  or enacted by any government or  governmental  or regulatory
authority,  which declares this Agreement invalid in any respect or prevents the
consummation of the transactions  contemplated  hereby,  or which materially and
adversely affects the assets, properties,  operations,  prospects, net income or
financial  condition of Parallel shall be in effect; and no action or proceeding
before any court or governmental or regulatory  authority,  domestic or foreign,
shall have been  instituted or threatened by any government or  governmental  or
regulatory  authority,  domestic or foreign,  or by any other person,  or entity
which  seeks  to  prevent  or  delay  the   consummation  of  the   transactions
contemplated   by  this   Agreement   or  which   challenges   the  validity  or
enforceability of this Agreement.

      SECTION 5.5 Other  Closing  Documents.  DPI shall have received such other
certificates,  instruments and documents in confirmation of the  representations
and warranties of Parallel or in furtherance of the transactions contemplated by
this Agreement as DPI or its counsel may reasonably request.

                                   ARTICLE VI

                      CONDITIONS TO OBLIGATIONS OF PARALLEL

      The obligations of Parallel to consummate the transactions contemplated by
this Agreement are subject to the fulfillment, at or before the Closing Date, of
the following conditions,  any one or more of which may be waived by Parallel in
its sole discretion:

      SECTION 6.1 Representations and Warranties of DPI. All representations and
warranties  made by DPI in this Agreement shall be true and correct on and as of
the Closing Date as if again made by DPI on and as of such date.

      SECTION  6.2  Agreements  and  Covenants.  DPI shall  have  performed  and
complied in all material  respects to all agreements  and covenants  required by
this Agreement to be performed or complied with by it on or prior to the Closing
Date.

      SECTION 6.3 Consents and Approvals. All consents, waivers,  authorizations
and approvals of any governmental or regulatory authority,  domestic or foreign,
and of any other person,  firm or  corporation,  required in connection with the
execution,  delivery and  performance  of this  Agreement,  shall have been duly
obtained and shall be in full force and effect on the Closing Date.

<PAGE>

      SECTION 6.4 No Violation of Orders. No preliminary or permanent injunction
or  other  order  issued  by any  court  or  other  governmental  or  regulatory
authority,  domestic or foreign, nor any statute,  rule,  regulation,  decree or
executive  order  promulgated  or enacted by any government or  governmental  or
regulatory authority,  domestic or foreign, that declares this Agreement invalid
or  unenforceable  in any  respect or which  prevents  the  consummation  of the
transactions  contemplated hereby, or which materially and adversely affects the
assets, properties,  operations, prospects, net income or financial condition of
Parallel,  taken as a whole,  shall be in  effect;  and no action or  proceeding
before any court or  government or  regulatory  authority,  domestic or foreign,
shall have been  instituted or threatened by any government or  governmental  or
regulatory  authority,  domestic or foreign,  or by any other person,  or entity
which  seeks  to  prevent  or  delay  the   consummation  of  the   transactions
contemplated   by  this   Agreement   or  which   challenges   the  validity  or
enforceability of this Agreement.

      SECTION 6.5.  Other Closing  Documents.  Parallel shall have received such
other   certificates,   instruments   and  documents  in   confirmation  of  the
representations  and  warranties of DPI or in  furtherance  of the  transactions
contemplated  by this  Agreement  as  Parallel  or its  counsel  may  reasonably
request.

                                   ARTICLE VII

                           TERMINATION AND ABANDONMENT

      SECTION 7.1 Methods of  Termination.  This Agreement may be terminated and
the  transactions  contemplated  hereby may be  abandoned at any time before the
Closing:

            a.    By  the  mutual  written  consent  of  SHAREHOLDERS,  DPI  and
                  Parallel;

            b.    By  Parallel,  upon a material  breach of any  representation,
                  warranty,  covenant  or  agreement  on the  part of DPI or the
                  SHAREHOLDERS   set  forth  in  this   Agreement,   or  if  any
                  representation  or warranty of DPI or the  SHAREHOLDERS  shall
                  become untrue,  in either case such that any of the conditions
                  set forth in Article VI hereof  would not be satisfied (a "DPI
                  Breach"),  and such breach shall,  if capable of cure, has not
                  been cured within ten (10) days after  receipt by the party in
                  breach of a notice from the non-breaching  party setting forth
                  in detail the nature of such breach;

            c.    By  DPI,  upon  a  material  breach  of  any   representation,
                  warranty,  covenant or  agreement  on the part of Parallel set
                  forth in this Agreement, or, if any representation or warranty
                  of Parallel shall become untrue,  in either case such that any
                  of the  conditions  set forth in Article V hereof would not be
                  satisfied (a "Parallel  Breach"),  and such breach  shall,  if
                  capable  of cure,  not have been  cured  within  ten (10) days
                  after receipt by the party in breach of a written  notice from
                  the non-breaching  party setting forth in detail the nature of
                  such breach;

<PAGE>

            d.    By  either  Parallel  or DPI,  if the  Closing  shall not have
                  consummated  before  ninety  (90) days after the date  hereof;
                  provided,  however,  that this  Agreement  may be  extended by
                  written notice of either DPI or Parallel, if the Closing shall
                  not have  been  consummated  as a result  of  Parallel  or DPI
                  having failed to receive all required regulatory  approvals or
                  consents with respect to this  transaction or as the result of
                  the entering of an order as described in this  Agreement;  and
                  further  provided,  however,  that the right to terminate this
                  Agreement  under this Section 7.1(d) shall not be available to
                  any party whose failure to fulfill any obligations  under this
                  Agreement  has been the cause of, or resulted  in, the failure
                  of the Closing to occur on or before this date.

            e.    By either DPI or Parallel if a court of competent jurisdiction
                  or  governmental,   regulatory  or  administrative  agency  or
                  commission  shall  have  issued an order,  decree or ruling or
                  taken any other  action  (which  order,  decree or ruling  the
                  parties  hereto  shall use its best  efforts  to lift),  which
                  permanently  restrains,  enjoins or  otherwise  prohibits  the
                  transactions contemplated by this Agreement.

      SECTION 7.2 Procedure Upon  Termination.  In the event of termination  and
abandonment  of this  Agreement  by DPI or  Parallel  pursuant  to Section  7.1,
written  notice  thereof shall  forthwith be given to the other parties and this
Agreement  shall  terminate and the  transactions  contemplated  hereby shall be
abandoned,  without further action.  If this Agreement is terminated as provided
herein,  no  party  to this  Agreement  shall  have  any  liability  or  further
obligation  to any other party to this  Agreement;  provided,  however,  that no
termination  of this  Agreement  pursuant to this Article VII shall  relieve any
party of liability  for a breach of any  provision of this  Agreement  occurring
before such termination.

                                  ARTICLE VIII

                             POST-CLOSING AGREEMENTS

      SECTION 8.1 Consistency in Reporting. Each party hereto agrees that if the
characterization  of any  transaction  contemplated  in  this  agreement  or any
ancillary  or  collateral  transaction  is  challenged,  each party  hereto will
testify,  affirm  and  ratify  that the  characterization  contemplated  in such
agreement was the  characterization  intended by the party;  provided,  however,
that nothing  herein shall be construed as giving rise to any  obligation if the
reporting position is determined to be incorrect by final decision of a court of
competent jurisdiction.

<PAGE>

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

      SECTION  9.1  Survival  of  Provisions.  The  respective  representations,
warranties,  covenants and  agreements of each of the parties to this  Agreement
(except  covenants and agreements  which are expressly  required to be performed
and are  performed  in full on or before the  Closing  Date)  shall  survive the
Closing  Date and the  consummation  of the  transactions  contemplated  by this
Agreement, subject to Sections 2.9, 3.8 and 8.2. In the event of a breach of any
of such  representations,  warranties  or  covenants,  the  party  to whom  such
representations,  warranties  or covenants  have been made shall have all rights
and  remedies  for such  breach  available  to it under the  provisions  of this
Agreement  or  otherwise,  whether  at  law  or in  equity,  regardless  of  any
disclosure to, or investigation  made by or on behalf of such party on or before
the Closing Date.

      SECTION 9.2 Publicity.  No party shall cause the  publication of any press
release or other announcement with respect to this Agreement or the transactions
contemplated  hereby  without the consent of the other  parties,  unless a press
release or  announcement  is required by law. If any such  announcement or other
disclosure  is  required  by law,  the  disclosing  party  agrees  to  give  the
non-disclosing  parties  prior  notice  and an  opportunity  to  comment  on the
proposed disclosure.

      SECTION 9.3  Successors  and Assigns.  This  Agreement  shall inure to the
benefit  of, and be  binding  upon,  the  parties  hereto  and their  respective
successors  and  assigns;  provided,  however,  that no party  shall  assign  or
delegate any of the obligations  created under this Agreement  without the prior
written consent of the other parties.

      SECTION 9.4 Fees and Expenses.  Except as otherwise  expressly provided in
this  Agreement,  all legal and other  fees,  costs  and  expenses  incurred  in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such fees, costs or expenses.

      SECTION 9.5 Notices.  All notices and other  communications  given or made
pursuant  hereto  shall be in writing  and shall be deemed to have been given or
made if in writing and  delivered  personally or sent by registered or certified
mail (postage prepaid, return receipt requested) to the parties at the following
addresses:

      If to DPI or  the SHAREHOLDERS, to:

      Diversified Product Inspections, Inc.
      558 Lime Rock Road
      Lime Rock, Connecticut 06039
      Attn: John d. Kuhns

<PAGE>

      with a copy to:

      Guzov Ofsink, LLC
      600 Madison Avenue, 14th Floor
      New York, New York 10022
      Attn: Darren Ofsink, Esq.

      Fax: 212-688-7273

      If to Parallel, to:

      Parallel Technologies, Inc.
      558 Lime Rock Road
      Lime Rock, Connecticut 06039
      Attn: Li Fu

or to such other persons or at such other addresses as shall be furnished by any
party by like notice to the others,  and such notice or  communication  shall be
deemed to have been  given or made as of the date so  delivered  or  mailed.  No
change in any of such addresses shall be effective insofar as notices under this
Section 9.5 are concerned  unless such changed  address is located in the United
States of America and notice of such change  shall have been given to such other
party hereto as provided in this Section 9.5

      SECTION 9.6 Entire Agreement.  This Agreement,  together with the exhibits
hereto,  represents the entire  agreement and  understanding of the parties with
reference  to the  transactions  set  forth  herein  and no  representations  or
warranties  have been made in connection  with this  Agreement  other than those
expressly set forth herein or in the exhibits,  certificates and other documents
delivered  in  accordance   herewith.   This  Agreement   supersedes  all  prior
negotiations, discussions,  correspondence,  communications,  understandings and
agreements  between the parties relating to the subject matter of this Agreement
and all  prior  drafts of this  Agreement,  all of which  are  merged  into this
Agreement.  No prior drafts of this  Agreement  and no words or phrases from any
such  prior  drafts  shall be  admissible  into  evidence  in any action or suit
involving this Agreement.

      SECTION 9.7 Severability.  This Agreement shall be deemed  severable,  and
the  invalidity or  unenforceability  of any term or provision  hereof shall not
affect the validity or  enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision,  the parties  hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or  unenforceable
provision as may be possible so as to be valid and enforceable.

      SECTION  9.8  Titles  and  Headings.  The  Article  and  Section  headings
contained in this  Agreement are solely for  convenience  of reference and shall
not affect the meaning or  interpretation  of this  Agreement  or of any term or
provision hereof.

      SECTION 9.9  Counterparts.  This  Agreement may be executed in two or more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall be considered one and the same agreement.

<PAGE>

      SECTION 9.10 Convenience of Forum; Consent to Jurisdiction. The parties to
this Agreement,  acting for themselves and for their  respective  successors and
assigns, without regard to domicile,  citizenship or residence, hereby expressly
and  irrevocably  elect as the sole judicial forum for the  adjudication  of any
matters  arising under or in  connection  with this  Agreement,  and consent and
subject  themselves to the  jurisdiction of, the courts of the State of New York
located in County of New York,  and/or the United States  District Court for the
Southern  District  of New York,  in respect of any  matter  arising  under this
Agreement.  Service of  process,  notices and demands of such courts may be made
upon any party to this  Agreement by personal  service at any place where it may
be found or giving notice to such party as provided in Section 9.5.

      SECTION 9.11  Enforcement of the Agreement.  The parties hereto agree that
irreparable  damage would occur if any of the  provisions of this Agreement were
not  performed  in  accordance  with  their  specific  terms  or were  otherwise
breached.  It is  accordingly  agreed that the  parties  shall be entitled to an
injunction or injunctions  to prevent  breaches of this Agreement and to enforce
specifically  the terms and  provisions  hereto,  this being in  addition to any
other remedy to which they are entitled at law or in equity.

      SECTION  9.12  Governing  Law.  This  Agreement  shall be  governed by and
interpreted  and enforced in  accordance  with the laws of the State of New York
without giving effect to the choice of law provisions thereof.

      SECTION 9.13 Amendments and Waivers. No amendment of any provision of this
Agreement  shall be valid  unless the same shall be in writing and signed by all
of  the   parties   hereto..   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.

<PAGE>

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

DIVERSIFIED PRODUCT INSPECTIONS, INC.

By:___________________________

      Fu Li

Title: Chief Executive Officer

PARALLEL TECHNOLOGIES, INC.

By:___________________________
         Fu Li

Title:   Chief Executive Officer

SHAREHOLDERS:

DALIAN FUSHI ENTERPRISE GROUP CO., LTD.

By:___________________________

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

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

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

KUHNS BROTHERS, INC.

By:___________________
  John Kuhns

-----------------------
  Mary Fellows

------------------------
  John Starr

------------------------
  Jay Gutterman

------------------------
  Kelly Chow

REDWOOD CAPITAL, INC.

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

----------------------
  Chris Bickel

----------------------
  Sam Shoen

----------------------
  Paul Kuhns

----------------------
  John Kuhns

                                    EXHIBIT A

                       Name Number of DPI Shares Number of
                                 Parallel Shares

of SHAREHOLDER            Being Exchanged             to be Received
--------------            ---------------             --------------

Dalian Fushi Enterprise         12,984.04                 654,688.64
   Group Co. Ltd.

Yue Yang                         1,480.00                  74,625.40

Xishan Yang                        242.72                  12,238.57

Chunyan Xu                          93.24                   4,701.40

Kuhns Brothers, Inc.               200.64                   10116.78

John Kuhns                            120                    6050.71

Mary Fellows                           60                    3025.35

John Starr                             15                     756.34

Jay Gutterman                        5.64                     284.38

Kelly Chow                          91.20                   4,598.54

Redwood Capital, Inc.               91.20                   4,598.54

Chris Bickel                        121.6                    6131.38

Sam Shoen                            45.6                    2299.27

Paul Kuhns                           9.12                     459.85