EXECUTION COPY

                            STOCK PURCHASE AGREEMENT

                                  BY AND AMONG

                          PARALLEL TECHNOLOGIES, INC.,

              DALIAN FUSHI BIMETALLIC MANUFACTURING COMPANY, LTD.,

        THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO AS MANAGEMENT OF
              DALIAN FUSHI BIMETALLIC MANUFACTURING COMPANY, LTD.,

                              CHINAMERICA FUND, LP

                                       AND

            THE OTHER INVESTORS LISTED ON THE SIGNATURE PAGES HERETO

                         DATED AS OF DECEMBER ___, 2005

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

1.    DEFINITIONS..............................................................1

2.    PURCHASE AND SALE OF SHARES..............................................6

      (a)   Purchase and Sale of Shares........................................6

      (b)   The Closing........................................................7

      (c)   Performance Adjustment.............................................8

      (d)   Public Relations and Executive Searches............................9

3.    REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY, ITS SUBSIDIARIES
      AND DALIAN FUSHI........................................................10

      (a)   Organization and Standing.........................................10

      (b)   Authorization of Transaction......................................10

      (c)   Noncontravention..................................................11

      (d)   Capitalization....................................................11

      (e)   Subsidiaries......................................................11

      (f)   Disclosure Documents; Common Stock Trading........................12

      (g)   Financial Statements..............................................13

      (h)   Events Subsequent to Most Recent Form 10-QSB......................13

      (i)   No Undisclosed Liabilities; No Guaranties.........................13

      (j)   Absence of Litigation.............................................13

      (k)   Title to Assets...................................................14

      (l)   Legal Compliance..................................................14

      (m)   Contracts.........................................................14

      (n)   Employees; Employee Benefits......................................14

      (o)   Intellectual Property.............................................15

      (p)   Notes and Accounts Receivables....................................16

      (q)   Tax Matters.......................................................16

      (r)   Dalian Fushi......................................................17

      (s)   Books and Records.................................................18

      (t)   Certain Business Relationships....................................18

      (u)   Private Offering..................................................19


                                      -i-
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                               TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE

      (v)   Use of Proceeds...................................................19

      (w)   Powers of Attorney................................................19

      (x)   Brokers' Fees.....................................................19

      (y)   Certain Business Practices........................................19

      (z)   Environmental and Safety Laws.....................................19

      (aa)  Manufacturing and Marketing Rights................................20

      (bb)  Employment of Wenbing Chris Wang..................................20

      (cc)  Funds Flow Statement..............................................20

      (dd)  Disclosure........................................................20

4.    REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.........................20

      (a)   Organization and Standing.........................................20

      (b)   Authorization of Transaction......................................21

      (c)   Brokers' Fees.....................................................21

      (d)   No Registration...................................................21

      (e)   Acquisition for Investment........................................21

      (f)   Risks of Investment...............................................21

      (g)   Accredited Investor Status........................................21

      (h)   Disclosure of Information.........................................21

      (i)   Investment Experience.............................................22

5.    REGISTRATION RIGHTS.....................................................22

      (a)   Registration by the Company.......................................22

      (b)   Priority Registrations............................................23

      (c)   Registration Procedures...........................................23

      (d)   Lock-up...........................................................25

      (e)   Indemnification...................................................25

6.    POST-CLOSING COVENANTS..................................................26

      (a)   General...........................................................26

      (b)   American Stock Exchange...........................................26

      (c)   Board of Directors................................................26

      (d)   Board of Advisors.................................................26


                                      -ii-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE

      (e)   Chief Financial Officer...........................................27

      (f)   Name Change; Reverse Stock Split..................................27

      (g)   Employee Stock Ownership Plan.....................................27

      (h)   Executive Search..................................................27

      (i)   Employment Agreements.............................................27

      (j)   Transfer of Dalian Fushi Employees................................27

      (k)   Compliance with Law...............................................27

      (l)   Completion of Restructuring.......................................27

      (m)   Filing of Registration Statement..................................28

      (n)   Company Bylaws....................................................28

7.    CONDITIONS TO OBLIGATION TO CLOSE.......................................29

      (a)   Conditions to Obligation of the Investors.........................29

      (b)   Conditions to Obligation of the Company, Dalian Fushi and
            Management........................................................30

8.    REMEDIES FOR BREACHES OF THIS AGREEMENT.................................31

      (a)   Survival of Representations and Warranties........................31

      (b)   Indemnification Provisions for Benefit of the Investors...........31

      (c)   Matters Involving Third Parties...................................31

9.    MISCELLANEOUS...........................................................32

      (a)   Press Releases and Public Announcements...........................32

      (b)   No Third Party Beneficiaries......................................32

      (c)   Entire Agreement..................................................32

      (d)   Succession and Assignment.........................................32

      (e)   Counterparts......................................................33

      (f)   Headings..........................................................33

      (g)   Notices...........................................................33

      (h)   Controlling Law; Venue............................................34

      (i)   Amendments and Waivers............................................34

      (j)   Severability......................................................34

      (k)   Expenses..........................................................34

      (l)   Construction......................................................34


                                     -iii-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE

      (m)   Incorporation of Exhibits and Schedules...........................35

      (n)   Specific Performance..............................................35

      (o)   Disputes; Arbitration.............................................35


                                      -iv-
<PAGE>

                            STOCK PURCHASE AGREEMENT

      This Stock Purchase  Agreement  (this  "Agreement")  is entered into as of
December  ___,  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 and the Company are also
referred  to  individually  herein as a "Party" and  collectively  herein as the
"Parties."

                             PRELIMINARY STATEMENTS

      A.    Dalian  Fushi  currently  engages in the  business of  manufacturing
bimetallic  composite  cable and wire  products in China,  which  business  will
become the business of the Company and its Subsidiaries  (defined below) through
the restructuring and contractual arrangements with Dalian Fushi described below
(the "Business").

      B.    The  Company  has  completed  a  share  exchange  with  all  of  the
stockholders of Diversified Product  Inspections,  Inc. ("DPI") resulting in the
Company  acquiring  DPI  and  its  wholly-owned   subsidiary  in  China,  Dalian
Diversified Product Inspections Bimetallic Cable Co., Ltd. ("WOFE").

      C.    WOFE and Dalian Fushi have  entered  into a series of  Restructuring
Agreements and are in the process of completing the transactions contemplated in
the Restructuring Agreements,  which transactions upon completion will result in
the Company,  through its Subsidiaries,  acquiring and/or leasing  substantially
all the assets of, and certain  additional  rights of and to, Dalian Fushi,  and
will have the  effect of a  reverse  merger  with  Dalian  Fushi (as more  fully
described herein).

      D.    Previous  to  the  above   described   share  exchange  and  related
acquisition, the Company was a shell company without any significant assets.

      E.    The  Company  desires  to issue and sell to the  Investors,  and the
Investors  desire to subscribe  for and acquire from the Company,  a substantial
equity  interest in the Company upon the terms and  conditions  hereinafter  set
forth,  and the Investors  base their  investment  decision on the result of the
above referenced transactions between Dalian Fushi and the Company.

                                    AGREEMENT

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

1.    DEFINITIONS.

      The  following  terms used in this  Agreement  shall have the meanings set
forth  below,  provided  that these  definitions  do not  include  terms used in
Section 2(c) that are otherwise defined in that Section.


                                       1
<PAGE>

      "2005 Performance  Shortfall" means the difference obtained by subtracting
the Actual Pre-Money Value from the Original Pre-Money Value.

      "2006 Performance  Shortfall" means the difference obtained by subtracting
the 2006 Net Profit from the 2006 Target Profit.

      "Actual  Pre-Money  Value"  means  six  times  the  2005 Net  Profit  plus
$1,000,000.

      "Acquired Assets" has the meaning set forth in Section 3(r).

      "Adverse Consequences" means all Proceedings, charges, complaints, claims,
demands,   injunctions,    judgments,   orders,   decrees,   rulings,   damages,
investigation and/or remediation costs, dues, penalties, fines, costs of defense
and other costs,  amounts  paid in  settlement,  Liabilities,  responsibilities,
Taxes, liens, losses,  expenses,  and fees, including court costs and reasonable
attorneys' fees and expenses.

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

      "Agreement" means this Stock Purchase Agreement.

      "Ancillary  Agreements"  means the Purchase  Price Escrow  Agreement,  the
Stock Escrow Agreement,  the PR Escrow Agreement,  the Stock Purchase  Agreement
between  Dalian  Fushi and Glenn  Little and the  amendment  thereof,  the Share
Exchange  Agreement  between  the  Company  and all of the  stockholders  of DPI
resulting in the Company  acquiring  DPI and WOFE,  and any other  agreements or
arrangements relating to the transactions contemplated by this Agreement.

      "Arbitration Notice" has the meaning set forth in Section 9(o).

      "Business" has the meaning set forth in the Preliminary Statements.

      "CA" has the meaning set forth in the preface.

      "Capital Report" has the meaning set forth in Section 6(n).

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

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

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

      "Common Stock" has the meaning set forth in Section 2(a).

      "Company" has the meaning set forth in the preface.

      "Company Intellectual  Property" means all intellectual property currently
used by the Company and its  Subsidiaries  (including  Dalian Fushi)  including,
without  limitation,  (a) all inventions (whether patentable or unpatentable and
whether or not reduced to practice), all improvements thereto,


                                       2
<PAGE>

and all patents, patent applications, and patent disclosures,  together with all
reissuances,  continuations,  continuations-in-part,  revisions, extensions, and
reexaminations  thereof, (b) all trademarks,  trade names, domain names, service
marks, brand marks, brand names, service marks, trade dress, logos and corporate
names,   together  with  all   translations,   adaptations,   derivations,   and
combinations  thereof and including all goodwill associated  therewith,  and all
applications,  registrations,  and  renewals in  connection  therewith,  (c) all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connection  therewith,  (d) all mask  works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know how,  formulas,  compositions,  manufacturing and production  processes and
techniques,   technical   data,   industrial   or   other   designs,   drawings,
specifications,  customer and supplier lists, pricing and cost information,  and
business  and  marketing  plans  and  proposals),   (f)  all  computer  software
(including data and related  documentation),  (g) all other proprietary  rights,
and (h) all  copies  and  tangible  embodiments  thereof  (in  whatever  form or
medium),  and each license or contract  relating thereto that is material to the
conduct of the Business.

      "Company Disclosure Schedule" has the meaning set forth in Section 3.

      "Confidential IP Information" has the meaning set forth in Section 3(o).

      "Dalian Assets" has the meaning set forth in Section 3(r).

      "Dalian Fushi" has the meaning set forth in the preface.

      "Disclosure Documents" has the meaning set forth in Section 3(f).

      "Dispute" has the meaning set forth in Section 9(o).

      "DPI" has the meaning set forth in the Preliminary Statements.

      "Dual Purposes Escrow Shares" has the meaning set forth in Section 2(c).

      "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended.

      "Encumbrance"   means   any   claim,   mortgage,   servitude,    easement,
encroachment,  restrictive  covenant,  right of way,  survey  defect,  equitable
interest,  lease or other possessory interest,  lien, option,  pledge,  security
interest,  preference,  priority,  right of  first  refusal,  environmental  use
restriction or similar restriction.

      "Entity" means any  corporation  (including  any non profit  corporation),
general partnership,  limited partnership,  limited liability partnership, joint
venture, estate, trust,  association,  company (including any company limited by
shares,  limited  liability  company or joint stock company),  firm,  society or
other enterprise, association, organization or entity.

      "Environmental Laws" has the meaning set forth in Section 3(dd).

      "Escrow Agent" means Guzov Ofsink,  LLC, as the Company's escrow agent for
the Purchase Price Escrow Agreement.


                                       3
<PAGE>

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

      "GAAP" means United States generally accepted accounting  principles as in
effect as of the date of any  document  purported  to be prepared in  accordance
with GAAP.

      "Governmental  Authorization" means any approval,  consent,  ratification,
waiver,  authorization,  franchise,  license,  permit  (including  environmental
permits) or registration issued,  granted,  given or otherwise made available by
or under the authority of any Governmental Body or pursuant to any Law.

      "Governmental Body" means any (i) nation, region, state, province, county,
municipality, city, town, village, district or other jurisdiction, (ii) federal,
state,  provincial,   local,  municipal,  foreign  or  other  government,  (iii)
governmental  or  quasi-governmental  authority  of any  nature  (including  any
governmental agency,  branch,  department or other Entity and any court or other
tribunal), (iv) multinational organization,  (v) body exercising, or entitled to
exercise,  any  administrative,   executive,  judicial,   legislative,   policy,
regulatory or taxing authority or power of any nature or (vi) official of any of
the foregoing.

      "Hazardous Materials" has the meaning set forth in Section 3(dd).

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

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

      "Intangible Rights" has the meaning set forth in Section 3(o).

      "Investor" and "Investors" have the meanings set forth in the preface.

      "IRS" means the Internal  Revenue Service or any successor  agency and, to
the extent relevant, the Department of Treasury.

      "Law"  means  any  foreign,   federal,   state  and  local  statute,  law,
constitution,  treaty, rule, regulation,  by-law,  ordinance,  code, regulation,
resolution, order, determination,  writ, injunction, awards (including,  without
limitation,  awards of any  arbitrator),  judgment,  decree,  binding  case law,
principle of common law or notice of any Governmental Body (for the avoidance of
doubt,  including,  but not limited to, the Laws of the United States of America
and the People's Republic of China).

      "Liabilities"  includes liabilities or obligations of any nature,  whether
known or unknown,  whether absolute,  accrued,  contingent,  choate, inchoate or
otherwise,  whether  due or to become  due,  and  whether or not  required to be
reflected on a balance  sheet  prepared in accordance  with GAAP,  including any
Liability for Taxes.

      "Management" has the meaning set forth in the preface.

      "Material Contracts" has the meaning set forth in Section 3(m).

      "Material" shall mean any event or circumstance that has, or is reasonably
likely to have, a significant adverse effect on the assets,  results,  goodwill,
business,  operations or prospects of the Company or its Subsidiaries (including
Dalian Fushi) taken as a whole.


                                       4
<PAGE>

      "Most Recent Fiscal Month End" has the meaning set forth in Section 3(g).

      "NASD" means the National Association of Securities Dealers, Inc.

      "Net  Profit"  means the net profit of the  Company as  determined  in the
following manner: (i) promptly following the completion of the Company's audited
financial statements, the Company shall deliver to CA the net profit calculation
and the method for such calculation for the Company on a consolidated  basis for
the applicable time period, prepared in good faith and reviewed by the Company's
auditors;  (ii)  following  its  receipt  from  the  Company  of the net  profit
calculation  and  method,  CA  shall  have  15  days to  review  the net  profit
calculation and method and to inform the Company in writing of any  disagreement
that it may have with the net profit  calculation  and method,  which  objection
shall  specify  in  reasonable  detail  CA's  disagreement  with the net  profit
calculation and method,  including its  calculation of net profit;  (iii) if the
Company  does not receive  such  objection  within  such 15 day period,  the net
profit  calculation and method  delivered by the Company shall be deemed to have
been  accepted  by CA and  shall  become  the Net  Profit  for  purposes  of the
applicable  provision  of Section  2(c),  and (iv) if CA does timely  deliver an
objection  to the  Company,  then the  provisions  of Section  9(o) shall become
applicable.

      "Original  Investment Price" means the price per share of the Common Stock
(issuable upon  conversion of the Preferred  Stock) paid by the Investors  under
this  Agreement,  which amount is $2.82 (as may be adjusted from time to time to
account  for stock  splits  (as  contemplated  hereunder  or  otherwise),  stock
dividends, recapitalizations, reclassifications or similar events).

      "Original  Pre-Money  Value"  means six times the 2005 Target  Profit plus
$1,000,000, which amount is $41,500,000.

      "Party" and "Parties" have the meanings set forth in the preface.

      "Person" means an individual or an Entity,  including a Governmental  Body
or any other body with legal  personality  separate  from its  equityholders  or
members, including if established by any Governmental Body.

      "Plan" has the meaning specified in ERISA Section 3(3).

      "PR Escrow Agreement" has the meaning set forth in Section 2(d).

      "Preferred Stock" has the meaning set forth in Section 3(d).

      "Proceeding"   means  any   action,   arbitration,   audit,   examination,
investigation,  claim,  demand,  inquiry,  hearing,  litigation,  suit or appeal
(whether civil,  criminal,  administrative,  judicial or investigative,  whether
formal  or  informal,  and  whether  public  or  private)  commenced,   brought,
conducted,  heard by or before or otherwise  involving any Governmental  Body or
arbitrator.

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

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


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<PAGE>

      "Registration Statement" has the meaning set forth in Section 5(a).

      "Restructuring  Agreements"  means the documents annexed hereto as Exhibit
I.

      "Restructuring Completion Date" has the meaning specified in Section 6(l).

      "SEC" means the U.S. Securities and Exchange Commission.

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

      "Series B" has the meaning set forth in Section 2(a).

      "Shares" has the meaning set forth in Section 2(a).

      "Shortfall  Percentage"  means the quotient  obtained by dividing the 2006
Percentage Shortfall by the 2006 Target Profit.

      "Stock Escrow Agreement" has the meaning set forth in Section 2(c).

      "Subsidiary" means any Entity 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 (or members of a similar  supervisory  group) and, with respect to the
Company,  expressly includes Diversified Product  Inspections,  Inc., a Delaware
corporation, and WOFE.

      "Tax" means any federal,  state, local, or foreign income, gross receipts,
license, payroll,  employment,  excise, severance,  stamp, occupation,  premium,
windfall  profits,  environmental,  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 Return" means any return,  declaration,  report, claim for refund, or
information  return or  statement  required to be  supplied to any  governmental
authority 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).

      "Warrants" has the meaning set forth in Section 2(a).

      "WOFE" means Dalian Diversified Product Inspections  Bimetallic Cable Co.,
Ltd, a company  organized under the laws of the People's Republic of China and a
wholly owned Subsidiary of the Company.

2.    PURCHASE AND SALE OF SHARES.

      (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 $12,000,000 (the "Purchase  Price") (subject
to escrow pursuant to Section 2(d)):


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<PAGE>

            (i)   at the  Closing an  aggregate  of  215,425  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  4,250,000  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 21.25%
of the outstanding voting capital stock at the time of conversion);

            (ii)  such  number of  additional  shares of Common  Stock,  if any,
issuable to the Investors pursuant to Section 2(c)(ii);

            (iii) such  number of  additional  shares of Common  Stock,  if any,
issuable to the Investors pursuant to Section 5(c)(iii); and

            (iv)  warrants in the form of Exhibit B (the "Warrants").

The number of shares of Series B and Common  Stock and the number of Warrants to
be purchased by each  Investor and the portion of the Purchase  Price to be paid
by each Investor is as set forth on Exhibit C. The shares of Series B and Common
Stock (including the Common Stock into which the Series B is convertible) listed
in (i)-(iii) are referred to as the "Shares."

      (b)   THE CLOSING.  The closing of the  transactions  contemplated by this
Agreement  (the  "Closing")  shall take place at the offices of Baker & McKenzie
LLP in Houston,  Texas, commencing at 10:00 a.m., local time, on the date hereof
or at such  other  location,  date and time as may be agreed  upon  between  the
Investors  and the  Company,  on which date this  Agreement is signed by all the
Investors  (the  "Closing  Date").  At the Closing,  the Company shall issue and
deliver to each Investor:

            (i)   a  stock  certificate  or  certificates  in  definitive  form,
registered  in the  name of  such  Investor,  representing  the  Series  B being
purchased by such Investor as set forth on Exhibit C; and

            (ii)  a certificate or certificates in definitive  form,  registered
in the name of such Investor,  representing the Warrants being purchased by such
Investor as set forth on Exhibit C.

As payment in full for the Shares and the Warrants,  and against delivery of the
stock  certificates  referenced  above  (and the  delivery  of  certificates  in
definitive  form,  registered  in the name of the  Investors,  representing  any
Common Stock to be issued), the Investors have delivered to the Escrow Agent the
Purchase Price pursuant to those certain escrow  agreements,  and all amendments
thereto,  by and among the  Escrow  Agent,  the  Company,  Dalian  Fushi and the
Investors  dated in October and  November,  2005, a copy of which is attached as
Exhibit D (the "Purchase  Price Escrow  Agreement").  Each Investor,  by signing
below,  hereby  extends the term of the Purchase  Price Escrow until the Closing
Date.  The release of the  Purchase  Price to the  Company  shall be effected in
accordance  with the terms of this  Agreement and the Escrow  Agreement.  At the
Closing,  the  Investors  and the Company shall deliver to each other all of the
various certificates, instruments, and documents referred to in Section 7.


                                       7
<PAGE>

      (c)   PERFORMANCE ADJUSTMENT.

            (i) 2005 Performance  Adjustment.  The Company hereby  represents to
the Investors  that the Company's  after Tax Net Profit on a  consolidated,  pro
forma  basis,  prior to costs  directly  attributed  to this  Agreement  and the
transactions  contemplated  hereby, as reported under GAAP and as prepared by an
independent  registered  public  accounting firm acceptable to the Investors for
the fiscal year ending 2005  ("2005 Net  Profit")  shall be at least  $6,750,000
(the  "2005  Target  Profit").  The 2005  Net  Profit  shall  be based  upon the
performance of the Business in the form which it exists as of Closing  (assuming
completion of the transactions  contemplated by the  Restructuring  Agreements),
and shall not include any amounts from any Subsidiary, business division, assets
or  contractual  arrangement  or other source of the Company  acquired after the
Closing.  As the Investors  are relying on such expected  profit in making their
investment hereunder,  and in order to make whole the Investors in the event the
2005 Target Profit is not met and for the purposes of the  indemnity  provisions
under Section 8 of this Agreement,  the Company has placed  3,000,000  shares of
Common Stock issuable upon the conversion of the Series A Convertible  Preferred
Stock of the Company (based on post reverse split shares,  subject to applicable
adjustment)  which are owned by Management  (the "Dual Purposes  Escrow Shares")
into an escrow  account for the benefit of the  Investors  pursuant to an escrow
agreement by and among the Company,  Dalian Fushi, certain holders of the Series
A shares,  the  Investors  and Gateway  National  Bank,  N.A.,  as escrow agent,
attached  as Exhibit E (the  "Stock  Escrow  Agreement").  In the event that the
Company  does not generate the 2005 Target  Profit (as  determined  based on the
Company's 2005 audited financial  statements),  a number of Dual Purposes Escrow
Shares,  which shall not be more than  3,000,000  (based on post  reverse  split
shares,  subject to  applicable  adjustment),  shall be  retired to the  Company
treasury  as set forth below in order to  maintain  the value of the  Investors'
investment in the Company (the "2005  Performance  Adjustment")  pursuant to the
terms of the Stock Escrow  Agreement.  The 2005 Performance  Adjustment shall be
determined  by (A)  subtracting  the Actual  Pre-Money  Value from the  Original
Pre-Money  Value to obtain the 2005  Performance  Shortfall and (B) dividing the
2005 Performance  Shortfall by the Original  Investment Price. The Company shall
immediately redeem,  retire or otherwise cancel such number of the Dual Purposes
Escrow  Shares  equal  to the  2005  Performance  Adjustment,  but no more  than
3,000,000  shares  (based on post reverse  split  shares,  subject to applicable
adjustment), as calculated pursuant to this Section 2(c)(i).

      Sample Calculation:

      If the 2005 Net Profit is reported to be $6,250,000,  the 2005 Performance
Adjustment would be calculated as follows:

      1)    (Original Pre-Money Value - Actual Pre-Money Value)
            -------------------------------------------------------------------
                              Original Investment Price

      2)    ($41,500,000 - $38,500,000)
            -----------------------------------
                       $2.82

      3)    $3,000,000
            --------------    = 1,063,829.8 Dual Purposes Escrow Shares
                $2.82


                                       8
<PAGE>

            (ii) 2006 Performance  Adjustment.  The Company hereby represents to
the Investors  that the Company's  after Tax Net Profit on a  consolidated,  pro
forma  basis,  as  reported  under GAAP and as prepared  by an  accounting  firm
acceptable to the Investors  ("2006 Net Profit") for the fiscal year ending 2006
shall be no less than  $10,700,000  (the "2006 Target  Profit").  Except for the
acquisition of Dalian Tongfa New Materials Science and Technology Co., Ltd., the
2006 Net Profit shall be based upon the  performance of the Business in the form
which  it  exists  as  of  Closing  (assuming  completion  of  the  transactions
contemplated by the Restructuring Agreements), and shall not include any amounts
from any Subsidiary,  business  division,  assets or contractual  arrangement or
other source of the Company  acquired  after the Closing.  In the event the 2006
Net Profit is not equal to or greater  than 90% of the 2006 Target  Profit,  the
Company  agrees to issue a number of  additional  shares of Common  Stock to the
Investors (the "2006 Performance  Shares") pro rata in accordance their original
investment  holdings  as set forth on Exhibit C. The number of 2006  Performance
Shares shall be calculated by (A)  subtracting the 2006 Net Profit from the 2006
Target Profit to obtain the 2006  Performance  Shortfall,  (B) dividing the 2006
Performance  Shortfall  by the  2006  Target  Profit  to  obtain  the  Shortfall
Percentage and (C) multiplying the Shortfall  Percentage by the number of shares
of Common Stock (issuable upon conversion of the Series B) originally  issued to
the Investors under this Agreement.  If the Shortfall Percentage is 10% or less,
no 2006 Performance Shares shall be issued to the Investors.

      Sample Calculation:

      If the 2006 Net Profit is  reported to be  $9,095,000,  the number of 2006
Performance Shares would be calculated as follows:

      1)    2006 Target Profit - 2006 Net Profit = 2006 Performance Shortfall

            10,700,000 - 9,095,000 = 1,605,000

      2)    2006 Performance Shortfall
            --------------------------------- = Shortfall Percentage
            2006 Target Profit

            1,605,000
            ------------ =  0.15
            10,700,000

      3)    Shortfall Percentage X Shares = 2006 Performance Shares

            0.15 X 4,250,000  =  637,500 2006 Performance Shares

      (d)   PUBLIC  RELATIONS AND EXECUTIVE  SEARCHES.  $600,000 of the Purchase
Price shall be  delivered  directly  into escrow for the purpose of effecting an
integrated  investor and public  relations  campaign,  of which  $500,000 of the
escrow funds shall apply,  and executive  search costs, of which $100,000 of the
escrow  funds  shall  apply,  post-Closing.  The terms of such  escrow  shall be
governed by an escrow  agreement by and among Gateway  National  Bank,  N.A., as
escrow  agent,  the Company and the  Investors in the form attached as Exhibit F
(the "PR Escrow  Agreement").  The release of such portion of the Purchase Price
from  escrow  shall be effected  in  accordance  with the terms of the PR Escrow
Agreement.  The Company  shall use its best  efforts to use these  escrow  funds
pursuant to the terms of the PR Escrow Agreement within 12 months from Closing.


                                       9
<PAGE>

3.    REPRESENTATIONS  AND WARRANTIES  CONCERNING THE COMPANY,  ITS SUBSIDIARIES
      AND DALIAN FUSHI.

      The  Company,   Dalian  Fushi  and  Management,   jointly  and  severally,
represents and warrants to each Investor that the  statements  contained in this
Section 3 are correct and  complete as of the date of this  Agreement  except as
set forth in the disclosure  schedule  delivered by the Company to the Investors
on the date  hereof  and  initialed  by the  Parties  (the  "Company  Disclosure
Schedule").  Nothing in the Company Disclosure Schedule shall be deemed adequate
to disclose an exception to a representation  or warranty made herein,  however,
unless the Company Disclosure  Schedule identifies the exception with reasonable
particularity  and describes the relevant facts in reasonable detail in light of
the applicable  representation  required to be given under this  Agreement.  The
Company Disclosure Schedule will be arranged in paragraphs  corresponding to the
lettered and numbered paragraphs contained in this Section 3.

      (a)   ORGANIZATION  AND  STANDING.  The  Company  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada, with full and unrestricted corporate power and authority to own, operate
and lease its  assets,  to carry on the  Business  (and any other  business)  as
currently conducted (and proposed to be conducted),  to execute and deliver this
Agreement  and the  Ancillary  Agreements  and to  carry  out  the  transactions
contemplated hereby and thereby. The Company has made available to the Investors
complete and correct copies of the charter and by-laws of the Company,  with all
amendments thereto,  as in effect on the date of this Agreement.  The Company is
duly  qualified  to do  business  and is in good  standing  (to the extent  such
concept is  applicable in the relevant  jurisdiction)  in all  jurisdictions  in
which either the ownership or use of the properties  owned or used by it, or the
nature of the activities  conducted by it, requires such  qualification,  except
where the failure to so qualify will not have a material  adverse  effect on the
Business or financial  condition of the Company and its Subsidiaries  (including
Dalian Fushi), taken as a whole. All Governmental  Authorizations required under
the Law of the People's  Republic of China for the due and proper  establishment
and operation of Dalian Fushi have been duly obtained from all relevant People's
Republic of China authorities and are in full force and effect.  All filings and
registrations  with the  People's  Republic  of China  authorities  required  in
respect of Dalian Fushi and their  operations,  including but not limited to the
registrations  with the delegated  authority of Ministry of Commerce,  the State
Administration of Industry and Commerce,  the State  Administration  for Foreign
Exchange,  tax  bureau  and  customs  authorities  have been duly  completed  in
accordance  with  applicable  Laws. By the  Restructuring  Completion  Date, all
Governmental  Authorizations  required under the Law of the People's Republic of
China for the due and proper  establishment  and  operation of WOFE will be duly
obtained from all relevant  People's  Republic of China  authorities  and are in
full force and effect.  By the  Restructuring  Completion  Date, all filings and
registrations  with the  People's  Republic  of China  authorities  required  in
respect of WOFE to  commence  and carry out its  operations,  including  but not
limited  to the  registrations  with the  delegated  authority  of  Ministry  of
Commerce,   the  State  Administration  of  Industry  and  Commerce,  the  State
Administration  for Foreign  Exchange,  tax bureau and customs  authorities have
been duly completed in accordance with applicable Laws.

      (b)   AUTHORIZATION  OF TRANSACTION.  The Company has full corporate power
and authority to execute and deliver this Agreement and any applicable Ancillary
Agreement and to perform its obligations hereunder and thereunder. The execution
and delivery of this  Agreement and any Ancillary  Agreements by the Company and
the  consummation  by the Company of the  transactions  contemplated  hereby and


                                       10
<PAGE>

thereby have been duly authorized by all necessary  corporate action on the part
of the Company,  including any shareholder  approval  (including to complete the
transactions  required hereby). This Agreement constitutes the valid and legally
binding obligation of the Company,  enforceable in accordance with its terms and
conditions. The Company need not provide any notice to, make any filing with, or
obtain any  authorization,  consent or approval of any Governmental  Body or any
other  Person  in order to  consummate  the  transactions  contemplated  by this
Agreement or any Ancillary Agreement, except as set forth in Section 3(b) of the
Company Disclosure Schedule.

      (c)   NONCONTRAVENTION. Except as set forth in Section 3(c) of the Company
Disclosure Schedule,  the execution,  delivery and performance by the Company of
this Agreement and any Ancillary  Agreements,  the fulfillment of and compliance
with  the  respective  terms  and  provisions   hereof  and  thereof,   and  the
consummation by the Company and any of its Subsidiaries (including Dalian Fushi)
of the transactions  contemplated  hereby and thereby,  do not and will not: (i)
conflict with, or violate any provision of, any Law having  applicability to the
Company,  its  Subsidiaries  or Dalian  Fushi,  or any of their  assets,  or any
provision  of the  charter or bylaws of the  Company or any of its  Subsidiaries
(including  Dalian  Fushi);  (ii) conflict  with, or result in any breach of, or
constitute a default under any agreement, contract or other arrangement (whether
written or oral) to which the Company or any Subsidiary (including Dalian Fushi)
is a party or by which the Company,  its  Subsidiaries or Dalian Fushi or any of
their  assets  may be bound;  or (iii)  result in or  require  the  creation  or
imposition  of or  result in the  acceleration  of any  indebtedness,  or of any
Encumbrance of any nature upon, or with respect to any of the assets  (including
the Shares) of the Company or any Subsidiary (including Dalian Fushi).

      (d)   CAPITALIZATION.  The entire authorized  capital stock of the Company
consists of (i) 100,000,000  shares of Common Stock, of which 39,243,659  shares
are issued and outstanding,  and (ii) 5,000,000 shares of preferred stock of the
Company, par value $.001 per share ("Preferred Stock"),  with 785,000 designated
as Series A, of which 785,858.51 shares are issued and outstanding,  and 216,000
designated as Series B, of which no shares are issued and outstanding.  No other
capital stock or equity securities of or interests in the Company are authorized
or outstanding,  and there are no shares of capital stock or other securities of
the Company  reserved  for future  issuance.  All of the issued and  outstanding
shares of Common  Stock  and  Preferred  Stock  have been duly  authorized,  are
validly issued, fully paid and nonassessable, were issued in compliance with all
applicable  federal and state securities Laws and any other applicable Laws, and
are held of record by the respective  stockholders  as set forth in Section 3(d)
of the Company  Disclosure  Schedule.  There are no  outstanding  or  authorized
options,  warrants,  purchase  rights,  subscription  rights,  rights  of  first
refusal,  pre-emptive  rights,  conversion  rights,  exchange  rights  or  other
contracts  or  commitments  (whether  written or oral) that  could  require  the
Company  to issue,  sell or  otherwise  cause to become  outstanding  any of its
capital stock (including any instruments or securities  convertible into capital
stock).  There are no  outstanding  or authorized  stock  appreciation,  phantom
stock, profit participation or similar rights with respect to the Company. There
are no voting  trusts,  proxies,  or other  agreements  or  understandings  with
respect to the voting of the capital stock of the Company.

      (e)   SUBSIDIARIES. Section 3(e) of the Disclosure Schedule sets forth (i)
the  authorized  capital  stock of each direct and  indirect  Subsidiary  of the
Company  and the  number of issued and  outstanding  shares of each class of its
capital stock (or other securities),  the names of the holders thereof,  and the
number of  shares  held by each such  holder,  (ii) the  number of shares of its
capital  stock  held in  treasury  and (iii) the  nature  and amount of any such
equity  investment,  other  interest or  advance.  All of such shares of capital
stock of Subsidiaries  directly or indirectly held by the Company have been duly
authorized,  are  validly  issued and fully paid and  nonassessable.  All of the
issued and  outstanding  shares (or other  securities) of each  Subsidiary  were


                                       11
<PAGE>

issued in compliance with all applicable  federal and state  securities Laws and
any other applicable Laws. The Company  directly,  or indirectly  through wholly
owned  Subsidiaries,  holds of record and  beneficially  owns all such shares of
capital  stock of the  direct  or  indirect  Subsidiaries  free and clear of all
Encumbrances.  Each Subsidiary is an Entity duly organized, validly existing and
in good  standing  (to the extent such  concept is  applicable  in the  relevant
jurisdiction)  under the Laws of its state or jurisdiction of incorporation  (as
listed  in  Section  3(e)  of  the  Company  Disclosure  Schedule)  and  in  all
jurisdictions  in which either the ownership or use of the  properties  owned or
used by it, or the  nature of the  activities  conducted  by it,  requires  such
qualification. Each Subsidiary has the full and unrestricted power and authority
to own, operate and lease its assets and to carry on the Business (and any other
business) as currently  conducted (and proposed to be  conducted).  Dalian Fushi
has the full and unrestricted  power and authority to own, operate and lease its
assets  and to carry on the  Business  (and any  other  business)  as  currently
conducted. Other than as contemplated by the Restructuring Agreements, there are
no outstanding or authorized options,  warrants,  purchase rights,  subscription
rights,  conversion  rights,  exchange  rights or other contracts or commitments
that could require any  Subsidiary to issue,  sell or otherwise  cause to become
outstanding  any of its capital  stock.  There are no  outstanding or authorized
stock appreciation,  phantom stock, profit  participation or similar rights with
respect to any  Subsidiary.  Other  than as  contemplated  by the  Restructuring
Agreements,  there  are no  voting  trusts,  proxies,  or  other  agreements  or
understandings with respect to the voting of the capital stock of any Subsidiary
(including  Dalian  Fushi).  Other  than as  contemplated  by the  Restructuring
Agreement,  neither the Company nor any of its  Subsidiaries  (including  Dalian
Fushi)  control  directly or  indirectly  or has any direct or  indirect  equity
participation  in  any  corporation,   partnership,  trust,  or  other  business
association which is not a Subsidiary.

      (f)   DISCLOSURE DOCUMENTS; COMMON STOCK TRADING.

            (i) The Company has timely filed with, or furnished to, the SEC each
form,  proxy statement or report required to be filed with, or furnished to, the
SEC  by  the  Company   pursuant  to  the   Exchange  Act  since  July  6,  2005
(collectively,  the  "Disclosure  Documents"),  and no Disclosure  Documents are
required to be filed with, or furnished to, the SEC prior to such date that were
not otherwise filed on a timely basis. The Disclosure Documents complied,  as of
the date of their filing with the SEC, in all respects with the  requirements of
the Securities Act, the Exchange Act and the  Sarbanes-Oxley Act of 2002 and the
rules and  regulations  promulgated  thereunder.  The  information  contained or
incorporated  by reference in the  Disclosure  Documents was true,  complete and
correct in all respects as of the  respective  dates of the filing  thereof with
the SEC and, as of such  respective  dates,  the  Disclosure  Documents  did not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading, except to
the extent updated or superseded by any Disclosure  Document  subsequently filed
by the Company  with the SEC prior to the date hereof.  To the  knowledge of the
officers of the  Company,  there is no event,  fact or  circumstance  that would
cause  any  certification  signed by any such  officer  in  connection  with any
Disclosure  Document  pursuant to the requirements of the Sarbanes  Oxley-Act of
2002 to be untrue, inaccurate or incorrect in any respect.

            (ii)  The  financial  statements  of  the  Company  included  in the
Disclosure  Documents have been prepared in accordance  with the published rules
and  regulations of the SEC and in conformity  with GAAP applied on a consistent
basis  throughout  the periods  indicated  therein,  except as may be  indicated
therein or in the notes thereto, and presented fairly, in all material respects,
the  consolidated  financial  position of the Company and its Subsidiaries as of
the dates  indicated,  and the  consolidated  results of the operations and cash
flows of the Company and its  Subsidiaries  for the  periods  therein  specified
(except  in the  case of  quarterly  financial  statements  for the  absence  of
footnote  disclosure  and  subject,  in the case of interim  periods,  to normal
year-end adjustments).


                                       12
<PAGE>

            (iii)  The  Common  Stock  is  validly,   properly  and  effectively
registered  under the Exchange Act in  accordance  with all  applicable  federal
securities  laws  and is  quoted  on the OTC  Bulletin  Board.  The  Company  is
currently  in  compliance  with  all  applicable  NASD  and OTC  Bulletin  Board
requirements  and standards.  There is no revocation  order,  suspension  order,
injunction or other  Proceeding  or Law (whether  issued by the SEC, the NASD or
other  Governmental  Body) affecting the effectiveness of the Company's Exchange
Act  registration  or the trading of the Common Stock.  The  consummation of the
transactions  contemplated by this Agreement and the Ancillary Agreements do not
conflict with, and will not result in any violation of, any NASD or OTC Bulletin
Board trading  requirement  or standard  applicable to the Company or its Common
Stock.

      (g)   FINANCIAL STATEMENTS. Attached hereto as Exhibit H are the unaudited
balance sheets and  statements of income,  changes in  stockholders'  equity and
cash flow (the  "Financial  Statements") as of and for the month ended September
30, 2005 (the "Most Recent Fiscal Month End") for each of the Company and Dalian
Fushi. The Financial Statements (including the notes thereto) have been prepared
in accordance with the requirements for the financial statements included in the
Company's  Disclosure  Documents.  No Financial Statements are available for DPI
and WOFE as they are newly formed  entities and have not  conducted any business
as of the date hereof except for this Agreement, other Ancillary Agreements, and
the Restructuring Agreements.

      (h)   EVENTS SUBSEQUENT TO MOST RECENT FORM 10-QSB. Except as set forth in
Section  3(h) of the Company  Disclosure  Schedule and as  contemplated  by this
Agreement or as set forth in any  Ancillary  Agreement,  since the filing of the
Company's Form 10-QSB for the quarterly  period ended September 30, 2005,  there
has  not  been  any  change  in  the  Business,  capital  structure,  ownership,
organizational  documents,   contractual  relationships,   financial  condition,
operations,  results of operations or future  prospects of the Company or any of
its Subsidiaries (including Dalian Fushi).

      (i)   NO UNDISCLOSED  LIABILITIES;  NO GUARANTIES.  Except as set forth on
Section 3(i) of the Company Disclosure Schedule,  in the financial statements of
the Company  included in the Disclosure  Documents and the financial  statements
attached as Exhibit H, the Company and its Subsidiaries (including Dalian Fushi)
do not have any Liabilities.  Except as set forth on Section 3(i) of the Company
Disclosure Schedule,  none of the Company nor any of its Subsidiaries (including
Dalian Fushi) is a guarantor or otherwise  liable for any  Liability  (including
indebtedness)  of  any  other  Person.  Neither  the  Company  nor  any  of  its
Subsidiaries  (including  Dalian Fushi) is a party to, or has any  commitment to
become a party to, any agreement,  contract or other arrangement associated with
off balance sheet financing.

      (j)   ABSENCE  OF  LITIGATION.  Except  as set  forth  in  the  Disclosure
Documents,  there is no  Proceeding  pending  or  threatened  by or  before  any
Governmental Body against the Company or any of its Subsidiaries (nor is there a
basis for any of the foregoing).  As of the date hereof,  there is no Proceeding
pending or, to the Company's knowledge, threatened by or before any Governmental
Body (i) seeking to prevent, hinder, modify or challenge any of the transactions
contemplated by this Agreement or any of the Ancillary Agreements,  or (ii) that
would cause any of the transactions contemplated by this Agreement or any of the
Ancillary Agreements to be illegal, invalid, voidable or otherwise rescinded.


                                       13
<PAGE>

      (k)   TITLE TO ASSETS.  Except as set forth in Section 3(k) of the Company
Disclosure  Schedule,  the Company or any of its Subsidiaries  (including Dalian
Fushi) have good and marketable title to, or a valid leasehold interest in, free
and clear of all  Encumbrances,  all properties and assets (i) purportedly owned
or used by them or located on their premises, or (ii) necessary or advisable for
the  conduct  of  the  Business  as  currently  conducted  (or  proposed  to  be
conducted). All facilities,  machinery,  equipment, fixtures, vehicles and other
assets  and  properties  owned,  leased  or  used by the  Company  or any of its
Subsidiaries (including Dalian Fushi) are in good operating condition and repair
(subject to ordinary  wear and tear) and are  reasonably  fit and usable for the
purposes for which they are being used.

      (l)   LEGAL   Compliance.   Each  of  the  Company  and  its  Subsidiaries
(including  Dalian Fushi) and their  respective  predecessors  and Affiliates is
currently in compliance  and, except to the extent that  noncompliance  will not
and could not reasonably be expected to have a material  adverse effect upon the
Business or the financial  condition of the Company and any of its  Subsidiaries
(including Dalian Fushi) as currently conducted or proposed to be conducted, has
been in compliance with all applicable Laws, and no Proceeding has been filed or
commenced  against any of them  alleging  any failure so to comply.  Each of the
Company  and its  Subsidiaries  (including  Dalian  Fushi) and their  respective
predecessors and Affiliates will be in compliance with all applicable Laws after
the  consummation  of the  transactions  contemplated  by this Agreement and the
Ancillary Agreements.

      (m)   CONTRACTS. Section 3(m) of the Company Disclosure Schedule lists all
contracts  and other  agreements  (whether  written or oral) to which any of the
Company or its  Subsidiaries  is a party  (including  Dalian Fushi)  pursuant to
which the  Company or any of its  Subsidiaries  (including  Dalian  Fushi) is to
receive,  or is obligated to pay, more than $100,000  ("Material  Contracts") or
which is  otherwise  Material  to the Company  and its  Subsidiaries  (including
Dalian  Fushi)  taken as a whole,  specifying  for each its date and the parties
thereto,  all of which are  listed on  Section  3(m) of the  Company  Disclosure
Schedule.  The  Company  has made  available  to King & Wood,  on  behalf of the
Investors,  a correct  and  complete  copy of each  written  agreement  or other
documentation  (as  amended  to date)  listed  in  Section  3(m) of the  Company
Disclosure Schedule.  With respect to each such agreement:  (i) the agreement is
legal,  valid,  binding,  enforceable,  and in full force and  effect;  (ii) the
agreement will continue to be legal, valid,  binding,  enforceable,  and in full
force  and  effect  on  identical  terms  following  the   consummation  of  the
transactions contemplated by this Agreement and the Ancillary Agreements;  (iii)
neither the Company nor its Subsidiaries  (including Dalian Fushi) have provided
or  received  notice of breach or default and no event has  occurred  which with
notice or lapse of time could constitute a material breach or default, or permit
termination,  modification,  or acceleration,  under the agreement;  and (iv) no
party has  repudiated  any provision of the  agreement.  The contracts and other
agreements listed in Section 3(m) of the Company  Disclosure  Schedule represent
all  Material   Contracts   required  or  necessary  for  the  Company  and  its
Subsidiaries (including Dalian Fushi) to own, operate and manage the Business as
currently conducted (or as proposed to be conducted).

      (n)   EMPLOYEES; EMPLOYEE BENEFITS.

            (i) Except as set forth in Section  3(n) of the  Company  Disclosure
Schedule,  neither  the Company nor any of its  Subsidiaries  (including  Dalian
Fushi)  maintain any Plans (as defined in ERISA Section 3(3)) or any obligation,
arrangement  or  customary  practice,  whether or not  legally  enforceable,  to
provide benefits,  other than salary, as compensation for services rendered,  to
present or former directors, officers, employees or agents.


                                       14
<PAGE>

            (ii)  Section  3(n) of the  Company  Disclosure  Schedule  lists all
current  directors  and officers of the Company and each  Subsidiary  (including
Dalian  Fushi),   showing  each  such  person's  name,   position,   and  annual
remuneration,  bonuses and fringe  benefits for the current  fiscal year.  Other
than as contemplated  hereby,  there are no employment  agreements with any such
Persons.

            (iii)  To the  Company's  knowledge,  during  the  past 5  years  no
director or officer of the Company or any  Subsidiary  has: (i) been arrested or
convicted for any crime  material to an  evaluation of such person's  ability or
integrity,  including, without limitation, any violation of any federal or state
law which  currently or has previously  regulated the types of business in which
the Company is currently or has previously  been engaged;  (ii) filed a petition
under federal  bankruptcy or any state insolvency laws; or (iii) been a director
or  officer  of a  business  Entity  which has filed a  petition  under  federal
bankruptcy or any state  insolvency  laws, or had a receiver or similar  officer
appointed by a court to administer the business or property of such Entity.

            (iv) With regard to employment  and staff or labor  management,  the
Company and each  Subsidiary  (including  Dalian  Fushi) have  complied with all
applicable  Laws in all  material  respects.  Neither  the  Company,  any of its
Subsidiaries or Dalian Fushi is aware that any officer or key employee,  or that
group of key employees,  intends to terminate  their  employment  with them, nor
does the  Company,  any of its  Subsidiaries  or  Dalian  Fushi  have a  present
intention to terminate the employment of any of the foregoing.

      (o)   INTELLECTUAL PROPERTY.

            (i) Except as set forth in Section  3(o) to the  Company  Disclosure
Schedule,  the  Company  and its  Subsidiaries  own or  have a right  to use all
Company Intellectual Property, free and clear of any and all Encumbrances of any
kind,  except  where the failure to own or have a right to use such  property or
such lien or  encumbrance  would not have a  material  adverse  effect  upon the
Business or the financial  condition of the Company and any of its  Subsidiaries
(including Dalian Fushi). All Company Intellectual Property and a listing of all
names under which the Company and its Subsidiaries (including Dalian Fushi) have
operated  are set forth in  Section  3(o) to the  Company  Disclosure  Schedule.
Except as set forth in Section 3(o) to the Company Disclosure Schedule,  the use
of the  Company  Intellectual  Property  by the  Company  and  its  Subsidiaries
(including  Dalian  Fushi) does not conflict  with,  infringe  upon,  violate or
interfere with or constitute an appropriation of any right,  title,  interest or
goodwill,  including,  without  limitation,  any  intellectual  property  right,
trademark,  trade name,  domain name,  patent,  service mark,  brand mark, brand
name, database, industrial design, trade secrets, technology, software, customer
lists,  copyright  or any  pending  application  therefor  of any  other  Person
(collectively,  "Intangible  Rights"),  and the  Company and the  directors  and
officers (and employees with  responsibility for intellectual  property matters)
of the  Company  and its  Subsidiaries  (including  Dalian  Fushi)  do not  have
knowledge  of any claims  thereof.  Except as set forth in  Section  3(o) to the
Company Disclosure Schedule,  the use of all Company Intellectual  Property will
not be adversely affected by the transactions contemplated in this Agreement.

            (iii) The Company and its Subsidiaries (including Dalian Fushi) have
taken  all  reasonable  and  practicable  steps  to  protect  and  preserve  the
confidentiality of all Company Intellectual Property not subject to copyright or
patent  rights  ("Confidential  IP  Information").  Use by the  Company  and its
Subsidiaries  (including  Dalian Fushi) of Confidential IP Information not owned
by the Company and its  Subsidiaries  (including  Dalian Fushi) have been and is
pursuant to the terms of a written agreement  between the respective  Company or
Subsidiary  (including  Dalian  Fushi)  and the  owner of such  Confidential  IP
Information, or is otherwise lawful.


                                       15
<PAGE>

      (p)   NOTES AND ACCOUNTS RECEIVABLES. All notes and accounts receivable of
the  Company  and its  Subsidiaries  are  reflected  properly  on the  Financial
Statements and are valid receivables subject to no setoffs or counterclaims, are
current and  collectible  within 90 days after the Closing,  subject only to the
reserve for bad debts set forth on the face of the balance sheet included in the
Financial  Statements  (rather  than in any notes  thereto) as adjusted  for the
passage of time through the Closing Date in accordance  with the past custom and
practice of the Company and its Subsidiaries.

      (q)   TAX MATTERS.

            (i) Except as set forth in Section  3(q) of the  Company  Disclosure
Schedule,  each of the Company,  its  Subsidiaries  and Dalian Fushi have timely
filed all Tax Returns  that it was  required to file under  applicable  laws and
regulations.  All such Tax Returns  were correct and complete in all respects at
the  time of  filing  and  were  prepared  in  substantial  compliance  with all
applicable Laws. All Taxes due and owing by any of the Company, its Subsidiaries
or Dalian Fushi  (whether or not shown on any Tax Return) have been timely paid.
None of the  Company,  its  Subsidiaries,  and  Dalian  Fushi  currently  is the
beneficiary  of any  extension of time within  which to file any Tax Return.  No
Proceeding  has ever been  commenced by any  Governmental  Body where any of the
Company,  any of its  Subsidiaries  or Dalian  Fushi  does not file Tax  Returns
asserting that the Company, its Subsidiaries, or Dalian Fushi was, is, or may be
subject to taxation by that Governmental  Body. There are no Encumbrances on any
of the assets of any of the Company, its Subsidiaries or Dalian Fushi that arose
in connection  with any failure (or alleged  failure) to pay any Tax or file any
Tax Return.

            (ii) Section 3(q) of the Company  Disclosure  Schedule lists all Tax
Returns  filed with respect to any of the Company,  its  Subsidiaries  or Dalian
Fushi for taxable periods ended on or after January 1, 2000, indicates those Tax
Returns that have been audited,  and indicates  those Tax Returns that currently
are the  subject of audit.  Except as set forth in Section  3(u) of the  Company
Disclosure  Schedule,  none of the Company, its Subsidiaries or Dalian Fushi has
received from any Governmental  Body any (A) written notice indicating an intent
to open an audit or other  review,  (B) request for  information  related to Tax
matters,  or (C) notice of deficiency or proposed  adjustment  for any amount of
Tax proposed,  asserted,  or assessed  against the Company,  its Subsidiaries or
Dalian Fushi.  The Company has  delivered to the Investors  correct and complete
copies of all Tax Returns,  examination  reports and statements of  deficiencies
assessed against or agreed to by any of the Company,  its Subsidiaries or Dalian
Fushi since January 1, 2000.

            (iii) Each of the Company,  its  Subsidiaries  and Dalian Fushi have
withheld  and  paid  all  Taxes  required  to have  been  withheld  and  paid in
connection  with  any  amounts  paid  or  owing  to  any  employee,  independent
contractor, creditor, stockholder or other Person.

            (iv)  No  director  or  officer  (or  employee  responsible  for Tax
matters) of any of the Company,  it  Subsidiaries  or Dallas  Fushi  expects any
Governmental  Body to assess any  additional  Taxes for any period for which Tax
Returns have been filed.

            (v) None of the Company, its Subsidiaries or Dalian Fushi has waived
any statute of limitations in respect of Taxes or agreed to an extension of time
with respect to a Tax assessment or deficiency.


                                       16
<PAGE>

            (vi) None of the  Company,  its  Subsidiaries  or Dalian  Fushi is a
party  to or bound  by any Tax  allocation  or  sharing  agreement.  None of the
Company,  its  Subsidiaries  or  Dalian  Fushi (A) has been a member of group of
Entities filing a consolidated  Tax Return (other than a group the common parent
of which is the Company) or (B) has any liability for the Taxes of any Person as
a transferee or successor, by contract, or otherwise.

            (vii) The unpaid  Taxes of each of the Company and its  Subsidiaries
did not,  as of the Most  Recent  Fiscal  Month  End,  exceed  the  reserve  for
Liabilities  pertaining  to Taxes  (rather than any reserve for  deferred  Taxes
established to reflect timing differences between book and Tax income) set forth
on the face of the Financial Statements for the Most Recent Fiscal Month End.

      (r)   DALIAN FUSHI.

            (i) As of  the  Closing  Date,  the  Company  and  its  Subsidiaries
completed a series of transactions as set forth in the Restructuring Agreements.
The Business is the only business that Dalian Fushi has been engaged in, and the
Business is the only business currently engaged in by the Company.

            (ii)  As a  result  of  the  Restructuring  Agreements,  and  by the
Restructuring  Completion  Date, (A) WOFE shall have acquired,  and Dalian Fushi
legally,  validly and irrevocably  shall have transferred to WOFE, in accordance
and compliance with all applicable Laws, the Business and all the properties and
other assets of Dalian Fushi as  specifically  identified in Section 3(r) of the
Company  Disclosure  Schedule  (the  "Acquired  Assets") and as set forth in the
Restructuring Agreements,  except for those certain assets separately identified
in Section 3(r) of the Company  Disclosure  Schedule,  which assets shall remain
the property of Dalian Fushi (the "Dalian Assets"), (B) WOFE shall have acquired
those  certain  rights to such Dalian Assets as specified in Section 3(r) of the
Company  Disclosure  Schedule and as set forth in the Restructuring  Agreements,
and (C) the Company is required as of the Closing Date to  consolidate  into its
financial statements those of DPI, WOFE and Dalian Fushi in accordance with GAAP
and as required under SEC Regulation  S-X. The Acquired Assets and rights to the
Dalian  Assets to be  acquired by WOFE are  adequate  and  satisfactory  for the
conduct of the Business in the manner in which the  Business is currently  being
conducted and proposed to be  conducted.  Except as set forth in Section 3(r) of
the Company  Disclosure  Schedule,  upon the Restructuring  Completion Date, the
WOFE  shall  have  good,  valid and  marketable  title to, or a valid  leasehold
interest in, all Acquired Assets and Dalian Assets free and clear of any and all
Encumbrances.

            (iii)  As a  result  of  the  Restructuring  Agreements,  and by the
Restructuring  Completion  Date, the Company shall have,  directly or indirectly
through WOFE,  acquired all rights,  whether directly or indirectly  through its
Subsidiaries,  to the control, management and election of the Board of Directors
(or similar  supervisory  group) of Dalian  Fushi and to  otherwise  operate the
Business.  These rights include all rights with respect to the voting of any and
all  securities of Dalian Fushi  entitled to, or otherwise  having the right to,
vote and to operate the Business, including any part remaining in Dalian Fushi.

            (iv)  As  a  result  of  the   Restructuring   Agreements   and  the
consummation  of  the  transactions  contemplated  by  this  Agreement  and  the
Ancillary Agreements, the ownership structure and capitalization of Dalian Fushi
and  WOFE  will  be as set  forth  in  Section  3(r) of the  Company  Disclosure
Schedule,  which  includes  for each of them its  authorized/registered  capital
stock and the  number  of issued  and  outstanding  shares of each  class of its
capital stock (or other securities),  the names of the holders thereof,  and the
number of shares held by each such holder


                                       17
<PAGE>

            (v)  Copies  of all  Restructuring  Agreements  used to  acquire  or
evidence  the  Acquired  Assets  and the  rights  to  Dalian  Assets by WOFE are
attached as Exhibit I in their final  executed  form.  With respect to each such
agreement: (A) the agreement is legal, valid, binding,  enforceable, and in full
force and effect under all  applicable  Laws; (B) the agreement will continue to
be legal, valid, binding, enforceable, and in full force and effect on identical
terms  following  the  consummation  of the  transactions  contemplated  by this
Agreement  and  the  Ancillary  Agreements;  (C)  neither  the  Company  nor its
Subsidiaries (including Dalian Fushi) have provided or received notice of breach
or default and no event has occurred (or would occur) which with notice or lapse
of time would  constitute a material breach or default,  or permit  termination,
modification, or acceleration,  under the agreement; (D) no party has repudiated
any  provision of the  agreement;  and (E) the agreement  cannot be  terminated,
unwound,  invalidated,  voided or  otherwise  rescinded  for any reason,  event,
action  or  circumstance,  whether  as a  result  of  the  consummation  of  the
transactions  contemplated  by this  Agreement  or any  Ancillary  Agreement  or
otherwise.

            (vi)  Dalian  Fushi  has  obtained  from the  Bank of China  and the
Industrial  and Commerce  Bank of China  written  consents  that are required in
connection with the contemplated transactions of this Agreement,  including, but
not limited to, the Restructuring  Agreements. As such, the lease for the Leased
Assets  contemplated  under the  Restructuring  Agreements  will be effective at
Closing.

      (s)   BOOKS  AND  RECORDS.  Except  as set  forth in  Section  3(s) to the
Company Disclosure Schedule,  the books of account,  minute books, equity record
books and other records of the Company and its  Subsidiaries  (including  Dalian
Fushi), all of which have been made available to the Investors prior to Closing,
are accurate and complete in all material  respects and have been  maintained in
accordance  with  sound  business  practices  including  the  maintenance  of an
adequate  system of  internal  controls  (including  for  purposes of making the
certifications required by the Sarbanes Oxley Act of 2002 in connection with the
Disclosure  Documents).  Except  as set  forth in  Section  3(s) of the  Company
Disclosure  Schedule,  each  transaction  of the  Company  and its  Subsidiaries
(including  Dalian Fushi) is properly and  accurately  recorded on the books and
records of the respective  Company or Subsidiary,  and each document  (including
any  contract or other  agreement,  invoice or receipt) on which  entries in the
Company's and its Subsidiaries' (including Dalian Fushi's) books and records are
based is accurate and complete in all material respects. The minute books of the
Company  and its  Subsidiaries  contain  accurate  and  complete  records of all
meetings  held  of,  and  corporate  action  taken  by,  the  Company's  and its
Subsidiaries' stockholders,  directors and directors' committees,  respectively,
and no such meeting has been held for which  minutes have not been  prepared and
are not contained in such minute books.

      (t)   CERTAIN BUSINESS RELATIONSHIPS.  Except as set forth in Section 3(t)
of the Company  Disclosure  Schedule,  none of the  Company,  its  Subsidiaries,
Dalian Fushi nor any their respective employees,  officers,  directors,  agents,
representatives  or Affiliates has been involved in any business  arrangement or
relationship  with the Company and its  Subsidiaries  (including  Dalian  Fushi)
within the past 36 months,  and none of the Company,  its  Subsidiaries,  Dalian
Fushi  nor  any  their  respective  employees,   officers,   directors,  agents,
representatives  or Affiliates own any asset,  tangible or intangible,  which is
used in, or required or  necessary  for the  conduct of, the  businesses  of the
Company and its Subsidiaries  (including  Dalian Fushi and the Business).  There
are no  loan,  guarantee,  cross-guarantee,  pledge,  credit  or  other  similar


                                       18
<PAGE>

agreements,  monies due, advances made or other funds  transferred,  between the
Companies or any of its Subsidiaries and Dalian Fushi, except those contemplated
in the  Restructuring  Agreements.  Except as disclosed in Schedule 3(t), to the
best of  Management's  knowledge,  none of the respective  employees,  officers,
directors,  agents,  representatives of the Company,  any of its Subsidiaries or
Dalian  Fushi  has any  direct or  indirect  ownership  interest  in any firm or
corporation with which the Company or any of its Subsidiaries  (including Dalian
Fushi) is  affiliated  or with  which  the  Company  or any of its  Subsidiaries
(including Dalian Fushi) has a business relationship, or any firm or corporation
that  competes  with the Company or any of its  Subsidiaries  (including  Dalian
Fushi).

      (u)   PRIVATE  OFFERING.  Based on the  representations  provided  by each
Investor in Section 4, the offer and sale of the Shares to each Investor is, and
the offer and sale of any  Common  Stock to each  Investor  pursuant  to Section
2(c)(ii)  will  be,  exempt  from  the  registration  and  prospectus   delivery
requirements of the Securities Act and any other  securities  Laws.  Neither the
Company nor any Person acting on its behalf has offered or sold or will offer or
sell any  securities,  or has taken or will take any  other  action  (including,
without   limitation,   any  offering  of   securities   of  the  Company  under
circumstances  that would require,  under the Securities Act, the integration of
such  offering  with the offer and sale of the Shares)  which would  subject the
offer and sale of the Shares to the  registration  provisions of the  Securities
Act.

      (v)   USE OF PROCEEDS. The Company shall use the proceeds from the sale of
the Shares for the purpose(s) set forth in the use of proceeds schedule attached
hereto as Exhibit J.

      (w)   POWERS  OF  ATTORNEY.  Except as set  forth in  Section  3(w) of the
Company  Disclosure  Schedule,  there  are no  outstanding  powers  of  attorney
executed on behalf of any of the Company or its Subsidiaries  (including  Dalian
Fushi).

      (x)   BROKERS'  FEES.  Except as set forth in Section  3(x) of the Company
Disclosure Schedule,  neither the Company not any of its Subsidiaries (including
Dalian Fushi), not any of their shareholders,  employees,  officer or directors)
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,  including any Liability or  obligations  for which the Investors can
become liable or  obligated.  Except as set forth in Section 3(x) of the Company
Disclosure Schedule, any such Liability will be paid by the Company prior to the
Closing.

      (y)   CERTAIN BUSINESS PRACTICES.  None of the Company,  its Subsidiaries,
Dalian  Fushi,  their  officers,  directors  (or Persons in similar  positions),
agents or employees or their  respective  representatives  or Affiliates has (a)
made any  unlawful  payment to  foreign  or  domestic  government  officials  or
employees or to foreign or domestic  political  parties or campaigns or violated
any  provision  of the Foreign  Corrupt  Practices  Act of 1977,  as amended (if
applicable to such Person), or (b) violated any of the provisions of Section 999
of the Code or  Section 8 of the  Export  Administration  Act,  as  amended  (if
applicable to such Person).

      (z)   ENVIRONMENTAL  AND SAFETY LAWS. Since their  inception,  neither the
Company,  its  Subsidiaries  nor Dalian  Fushi have been,  in  violation  of any
applicable Law relating to the  environment or  occupational  health and safety,
where such  violation  would have a material  adverse  effect on the Business or
financial  condition of any of the Company,  any of its  Subsidiaries  or Dalian
Fushi.  Each of Company,  its  Subsidiaries  and Dalian Fushi have  operated all
facilities and properties owned, leased or operated by it in material compliance
with the Environmental Laws and no Hazardous  Materials have been stored,  used,


                                       19
<PAGE>

disposed  of,  treated,  released  or  discharged  by any of  the  Company,  its
Subsidiaries or Dalian Fushi in violation of Environmental Laws. As used herein,
"Environmental  Laws"  means  all  applicable,  Laws  governing,  regulating  or
otherwise affecting the environment,  health or safety. As used herein, the term
"Hazardous  Materials"  means  the  existence  in any  form  of  polychlorinated
biphenyls,  asbestos or asbestos  containing  materials,  urea formaldehyde foam
insulation, oil, gasoline,  petroleum,  petroleum products and petroleum-derived
substances (other than in vehicles operated in the ordinary course of business),
pesticides  and  herbicides,  and any  other  chemical,  material  or  substance
regulated under any Environmental Laws.

      (aa)  MANUFACTURING  AND MARKETING  RIGHTS.  Except for the  Restructuring
Documents,  neither the  Company,  any of its  Subsidiaries  or Dalian Fushi has
granted rights to manufacture,  produce,  assemble,  license, market or sell its
products  or  services to any other  Person nor is bound by any  agreement  that
affects their exclusive  right to develop,  manufacture,  assemble,  distribute,
market  or  sell  its  products   and   services.   There  are  no   agreements,
understandings,   instruments,  contracts,  proposed  transactions,   judgments,
orders, writs or decrees to which the Company, any of its Subsidiaries or Dalian
Fushi is a party or by which it or any its assets is bound that may  involve (A)
provisions restricting or affecting the development, manufacture or distribution
of any their  products or services,  or (B)  agreements  not to compete with any
person or entity or not to engage in any particular line of business.

      (bb)  EMPLOYMENT OF WENBING CHRIS WANG. Wenbing Chris Wang shall remain in
the  employ of Dalian  Fushi in his  current  position  for a period of one year
following  Closing  and shall use his best  efforts to enter into an  employment
agreement with the Company  pursuant to Section 6(i) in form and with such terms
as acceptable to the Company and CA.

      (cc)  FUNDS FLOW  STATEMENT.  The funds  flow  statement  provided  to the
Investors  and  attached  as  Exhibit K shall be the only  release  instructions
provided to the Escrow  Agent by the  Company  pursuant  to the  Purchase  Price
Escrow Agreement at Closing.

      (dd)  DISCLOSURE.  The  representations and warranties and statements made
by the  Company,  Dalian  Fushi  and  Management  in this  Agreement  are  true,
accurate,  correct and  complete in every  respect and do not contain any untrue
statement  of a material  fact or omit to state any material  fact  necessary in
order to make the  statements  and  information  contained  herein  not false or
misleading.

4.    REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.

      Each Investor,  severally and not jointly,  represents and warrants to the
Company that the statements  contained in this Section 4 are correct  ----------
and complete as of the date of this Agreement.

      (a)   ORGANIZATION  AND STANDING.  CA  represents  and warrants for itself
that it is a limited  partnership  duly organized and validly existing under the
laws of the State of Texas,  holding  partnership  power and  authority  to own,
operate and lease its assets to carry on its business as currently conducted, to
execute and deliver this Agreement and the Ancillary Agreements and to carry out
the transactions contemplated hereby and thereby. Each other Investor represents
and warrants for itself that it is a Entity duly organized and validly  existing
under the laws of its jurisdiction of organization,  holding power and authority
to own,  operate  and lease its  assets to carry on its  business  as  currently
conducted,  to execute and deliver this  Agreement and the Ancillary  Agreements
and to carry out the transactions contemplated hereby and thereby.


                                       20
<PAGE>

      (b)   AUTHORIZATION  OF  TRANSACTION.  Each  of  the  Investors  has  full
corporate or partnership power and authority,  as applicable (or capacity, if an
individual),  to execute and deliver this Agreement and any applicable Ancillary
Agreement  and  to  perform  its  obligations  hereunder  and  thereunder.  This
Agreement  constitutes the valid and legally binding obligation of the Investor,
enforceable  in accordance  with its terms and  conditions  except to the extent
that such enforcement may be limited by bankruptcy,  reorganization,  insolvency
and  other  similar  Laws and  court  decisions  relating  to or  affecting  the
enforcement  of creditors  rights  generally and by the  application  of general
equitable  principles.  Except as otherwise  required by  applicable  federal or
state  securities  Laws,  the Investors need not provide any notice to, make any
filing  with,  or  obtain  any  authorization,   consent,  or  approval  of  any
Governmental  Body of any other Person in order to consummate  the  transactions
contemplated by this Agreement or any Ancillary Agreement.

      (c)   BROKERS'  FEES.  No Investor  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 for which the Company or any
of its Subsidiaries could become liable or obligated.

      (d)   NO REGISTRATION.  Other than as contemplated  herein,  each Investor
understands  that the  Shares  and the shares of Common  Stock  issuable  on the
exercise of the Warrants have not been  registered  under the  Securities Act or
any  state  securities  laws and will be  issued  in  reliance  upon  exemptions
contained in the Securities Act or interpretations thereof and in the applicable
state  securities  laws,  and  cannot be  offered  for sale,  sold or  otherwise
transferred  unless the Shares and the shares of Common  Stock  issuable  on the
exercise of the Warrants subsequently are so registered or qualify for exemption
from registration under the Securities Act.

      (e)   ACQUISITION  FOR  INVESTMENT.  The  Shares  and  Warrants  are being
acquired  under this Agreement by each Investor in good faith solely for its own
account,  for  investment  and not with a view  toward  distribution  within the
meaning of the  Securities  Act. The Shares and Warrants will not be offered for
sale, sold or otherwise  transferred by the Investor without either registration
or exemption from registration under the Securities Act and any applicable state
securities laws.

      (f)   RISKS OF INVESTMENT.  Each Investor  understands and is able to bear
any  economic  risks  associated  with  such  investment   (including,   without
limitation,  holding the Shares and the shares of Common  Stock  issuable on the
exercise of the Warrants until the  effectiveness  of a  registration  statement
covering the Shares filed under the Securities Act).

      (g)   ACCREDITED   INVESTOR  STATUS.   Each  investor  is  an  "accredited
investor"  within the meaning of Rule 502 of Regulation D promulgated  under the
Securities Act.

      (h)   DISCLOSURE OF INFORMATION.  Each Investor has had full access to all
the  information  they  consider  necessary or  appropriate  to make an informed
investment  decision  with  respect to the Shares and  Warrants to be  purchased
under this  Agreement.  Each  Investor  further  has had an  opportunity  to ask
questions  and receive  answers from the Company and Dalian Fushi  regarding the
Business  and of the Company  regarding  the terms of the offering of the Shares
and Warrants  and to obtain  additional  information  (to the extent the Company
possessed such  information or could acquire it without  unreasonable  effort or
expense)  necessary  to verify any  information  furnished to any Investor or to
which  such  Investor  had  access.  Each  Investor  has not  relied on any oral
representation  made by the  Company,  Dalian  Fushi  or any  Subsidiary  or any
officer, director, employee or agent of any of them.


                                       21
<PAGE>

      (i)   INVESTMENT  EXPERIENCE.  Each  Investor  understands  the  risks  of
investing in companies  domiciled in the People's Republic of China and that the
purchase of the Shares and Warrants involves substantial risk.

5.    REGISTRATION RIGHTS.

      (a)   REGISTRATION BY THE COMPANY.

            (i)  Mandatory   Registration.   In  addition  to  the  registration
statement filed by the Company under the Securities Act for the  registration of
the Common  Stock  issuable  upon  conversion  of the  Series B acquired  by the
Investors at Closing (as required by Section 6(m)):

                  (A) in  the  event  additional  shares  of  Common  Stock  are
issuable  pursuant to Section  2(c)(ii)  the Company  shall file a  registration
statement (or a post-effective amendment to the registration required by Section
6(m)) to register such additional  Shares) with the SEC under the Securities Act
for the  registration of the Shares as promptly as practicable,  but in no event
later  than 30 days,  after the  determination  of the  issuance  of the  Shares
pursuant to Section 2(c)(ii); and

                  (B) any Investor  acquiring  shares of Common Stock (including
issuable  upon  conversion of shares of Series A) pursuant to Section 8(b) under
the Stock Escrow  Agreement may request  registration of such securities and the
Company shall file a registration  statement (or a  post-effective  amendment to
the  registration   required  by  Section  6(m))  to  register  such  additional
securities)  with the SEC under the Securities Act for the  registration  of the
securities as promptly as practicable,  but in no event later than 30 days after
receipt of the Investor's request.

            (ii) Registration  Statement Form.  Registrations under this Section
5(a) shall be on Form S-3 or such other appropriate registration form of the SEC
as shall be  reasonably  selected  by the  Company  and  approved  by CA,  which
approval shall not be unreasonably withheld. The Company shall provide drafts of
the  Registration  Statement  proposed  to be  filed by it to the  Investors  in
advance of the filing thereof and provide the Investors with a reasonable amount
of time to review and comment on the same prior to its filing.

            (iii)  Effective  Registration  Statement.  A registration  required
pursuant to this Section 5(a) shall not be deemed to have been  effected  unless
the  Registration  Statement  has  been  declared  effective  by the SEC and has
remained  effective in compliance with the provisions of the Securities Act with
respect to the  disposition  of all of the Shares  covered by such  Registration
Statement  until  such  time  as all of the  Shares  have  been  disposed  of in
accordance  with the intended  methods of disposition by each Investor set forth
in such Registration  Statement (unless the failure to so dispose of such Shares
shall be caused solely by reason of a failure on the part of the Investors).

            (iv) Expenses;  Taxes.  All expenses  (other than fees of counsel to
the  Investors)   incurred  in  connection   with   registrations,   filings  or
qualifications  of  Shares  pursuant  to  this  Section  5,  including  (without
limitation) all  registration,  filing,  and qualification  fees,  printers' and
accounting  fees, fees and  disbursements  of counsel for the Company,  shall be
borne by the Company.


                                       22
<PAGE>

      (b)   PRIORITY  REGISTRATIONS.  Notwithstanding  anything  else set  forth
herein  and  subject  to the  limitations  set  forth  below,  the  Registration
Statement  may  include,  in addition to the Shares,  the shares of Common Stock
that may be acquired by Glenn A.  Little  pursuant to the  exercise of a warrant
acquired by him under that  certain  Consulting  Agreement,  dated  November 18,
2005, which shares shall constitute no more than 0.4% of the  capitalization  of
the  Company as set forth in Section  3(r) of the Company  Disclosure  Schedule;
provided,  however,  (i) that any such inclusion  shall not affect the rights of
the  Investors  pursuant  to this  Section 5; and (ii) if the  Company  fails to
provide Mr. Little sufficient notice regarding,  or take appropriate  actions to
include Mr. Little's shares in, the Registration  Statement,  such failure shall
in no way  affect,  change  or  delay,  and Mr.  Little  shall  have  no  rights
regarding, the registration procedures described in this Section 5.

      (c)   REGISTRATION  PROCEDURES.  The Company shall,  as  expeditiously  as
possible:

            (i) use its best efforts to cause the  Registration  Statement filed
pursuant to Section 6(m) to be declared  effective by the SEC within 90 days and
not later than 120 days from the date of the initial filing;

            (ii) prepare and file with the SEC any other requisite  Registration
Statement  pursuant to Section 5(a) and thereafter use its best efforts to cause
such Registration  Statement to be declared  effective by the SEC within 90 days
and not later than 120 days from the date of the initial filing;

            (iii)  with  regard to (i) and  (ii),  after the 120th day after the
date of the initial filing,  and for each  30-calendar day period  thereafter in
which the  Registration  Statement fails to be declared  effective,  the Company
shall issue to each  Investor a number of shares of Common  Stock equal to 3% of
such  Investor's  Shares  covered by such  Registration  Statement at that time,
which Shares  shall be included in the  Registration  Statement  and used in the
calculation of any additional issuance pursuant to this Section 5(c)(iii);

            (iv) prepare and file with the SEC such  amendments and  supplements
to such Registration  Statement and the prospectus used in connection  therewith
as may be necessary to keep such Registration  Statement effective and to comply
with the provisions of the Securities Act with respect to the disposition of all
the Shares covered by such Registration  Statement until the earlier of the time
as all of such Shares  have been  disposed of in  accordance  with the  intended
methods of disposition by the Investors set forth in such Registration Statement
or the date that the Shares are eligible for resale  pursuant to the  provisions
of Rule 144 under the Securities Act;

            (v) furnish to the Investors'  counsel copies of any  correspondence
between the Company and the SEC with respect to such  Registration  Statement or
amendments or supplements thereto filed pursuant to this Section 5.

            (vi) furnish such number of  conformed  copies of such  Registration
Statement  and of each  such  amendment  and  supplement  thereto  (in each case
including all exhibits),  such number of copies of the  prospectus  contained in
such  Registration  Statement  (including  each  preliminary  prospectus and any
summary  prospectus)  and any other  prospectus  filed  under Rule 424 under the
Securities Act, in conformity  with the  requirements of the Securities Act, and
such other documents, as the Investors may reasonably require.


                                       23
<PAGE>

            (vii) use its best  efforts to (A)  register  or qualify  the Shares
under such other  securities  or blue sky laws of such states and  jurisdictions
where an  exemption  is not  available  and as the  Investors  shall  reasonably
request,  (B) keep such  registration or  qualification in effect for so long as
such  Registration  Statement  remains in effect,  and (C) take any other action
which may be  reasonably  necessary  or  advisable  to enable the  Investors  to
consummate the disposition in such jurisdictions of the securities to be sold by
the  Investors,  except  that the  Company  shall  not for any such  purpose  be
required to qualify  generally  to do business as a foreign  corporation  in any
jurisdiction  wherein it would not but for the  requirements of this subdivision
(vii) be  obligated  to be so  qualified  or to consent  to  general  service of
process in any such jurisdiction;

            (viii)  use its best  efforts  to cause all  Shares  covered by such
Registration  Statement to be registered  with or approved by such other federal
or state governmental agencies or authorities as may be necessary in the opinion
of counsel to the Company and counsel to the  Investors to enable the  Investors
to consummate the disposition of such Shares;

            (ix) notify the  Investors  at any time when a  prospectus  relating
thereto is required to be delivered  under the  Securities  Act, upon  discovery
that,  or upon the happening of any event as a result of which,  the  prospectus
included in such Registration  Statement,  as then in effect, includes an untrue
statement of a material  fact or omits to state any material fact required to be
stated therein or necessary to make the statements  therein not  misleading,  in
the light of the circumstances under which they were made, and at the request of
the Investors  promptly prepare and furnish to it a reasonable  number of copies
of a supplement  to or an amendment  of such  prospectus  as may be necessary so
that,  as  thereafter  delivered  to the  purchasers  of such  securities,  such
prospectus  shall not include an untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading in light of the circumstances under which they
were made;

            (x)  otherwise  use its  reasonable  best efforts to comply with all
applicable rules and regulations of the SEC;

            (xi)  provide  and  cause to be  maintained  a  transfer  agent  and
registrar for all the Shares  covered by such  Registration  Statement  from and
after a date not later than the effective date of such registration;

            (xii)  provide  a  CUSIP  number  for  all  Shares  covered  by such
Registration  Statement  not later than the effective  date of the  Registration
Statement;

            (xiii) use its best effort to avoid the  issuance  of, or if issued,
to obtain  the  withdrawal  of, any order  enjoining  or  suspending  the use or
effectiveness of such Registration Statement or suspending the qualification (or
exemption from qualification) of any of the Shares for sale in any jurisdiction,
as promptly as reasonably practicable; and

            (xiv) use its best efforts to list the Shares on the American  Stock
Exchange or any other  national  securities  exchange on which the shares of the
same class covered by such  Registration  Statement are then listed or for which
the Shares and the Company  qualifies,  and, if no such shares are so listed, on
any national securities exchange on which the Common Stock is then listed.


                                       24
<PAGE>

Each  Investor  agrees by  acquisition  of the Shares that,  upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
subdivision  (ix) of this Section 5(c),  such holder will forthwith  discontinue
such  disposition of the Shares  pursuant to the  Registration  Statement  until
Investor's  receipt of the  copies of the  supplemented  or  amended  prospectus
contemplated by subdivision (ix) of this Section 5(c) and, if so directed by the
Company,  will deliver to the Company (at the  Company's  expense) all copies of
the prospectus then in such holder's  possession  relating to the Shares current
at the time of receipt of such notice, other than permanent file copies.

      (d)   LOCK-UP.   After  the  effectiveness  of  a  Registration  Statement
pursuant to Section 6(m),  each Investor  agrees to enter into standard  lock-up
agreement  restricting the sale of 50% of each Investor's Shares covered by such
Registration  Statement  for a period of time not to  exceed 18 months  from the
date of effectiveness of the Registration Statement, the terms and form of which
agreement shall be mutually agreeable among the Investors and the Company.

      (e)   INDEMNIFICATION.

            (i) Indemnification by the Company.  With regard to any Registration
Statement, the Company, Dalian Fushi and Management will, and hereby do, jointly
and  severally,  indemnify and hold  harmless  each Investor and its  respective
directors,  officers,  partners,  agents and  Affiliates,  against  any  Adverse
Consequences,  joint or several,  to which such  Investor or any such  director,
officer,  partner,  agent,  Affiliate or  controlling  person may become subject
under the Securities Act or otherwise,  including,  without limitation, the fees
and expenses of legal counsel,  insofar as such any Adverse  Consequences  arise
out of or are based upon any untrue statement or alleged untrue statement of any
material  fact  contained  in  any  Registration   Statement,   any  preliminary
prospectus,  final prospectus or summary prospectus  contained  therein,  or any
amendment or supplement  thereto,  or any omission or alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein  in light of the  circumstances  in which they were made not
misleading, and the Company will reimburse such Investor and each such director,
officer,  partner,  agent, Affiliate and controlling person for any legal or any
other expenses  reasonably  incurred by them in connection with investigating or
defending any such any Adverse Consequences; provided, however, that the Company
shall not be liable in any such  case to the  extent  that any such any  Adverse
Consequences  arises  out of or is based  upon an untrue  statement  or  alleged
untrue  statement  or omission  or alleged  omission  made in such  Registration
Statement,   any  such  preliminary   prospectus,   final  prospectus,   summary
prospectus,  amendment or supplement  in reliance  upon and in  conformity  with
written  information  furnished to the Company by or on behalf of such Investor,
specifically  stating  that  it is  for  use in the  preparation  thereof.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of such Investor or any such  director,  officer,  partner,
agent,  Affiliate or  controlling  person and shall survive the transfer of such
securities by the Investor.

            (ii)  Indemnification by the Investors.  As a condition to including
the Shares in the Registration  Statement,  each Investor will, and hereby does,
indemnify  and hold  harmless  (in the same manner and to the same extent as set
forth in Section 5(e)(i)) each other Investor, the Company, and each director of
the Company and each  officer of the Company,  with respect to any  statement or
alleged  statement  in or omission or alleged  omission  from such  Registration
Statement,  any preliminary  prospectus,  final prospectus or summary prospectus
contained therein,  or any amendment or supplement thereto, if such statement or
alleged  statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company by such Investor
specifically  stating that it is for use in the preparation of such Registration
Statement,   preliminary  prospectus,  final  prospectus,   summary  prospectus,
amendment  or  supplement;   provided,  however,  that  the  Liability  of  such
indemnifying party under this Section 5(e)(ii) shall be limited to the amount of
net proceeds actually  received by such  indemnifying  party giving rise to such
Liability.


                                       25
<PAGE>

            (v) Other Indemnification.  Indemnification and contribution similar
to that  specified  in the  preceding  subdivisions  of this  Section 5(e) (with
appropriate  modifications)  shall be provided by the Company and each  Investor
with respect to any required  registration or other  qualification of securities
under any federal or state law or regulation of any governmental authority other
than the Securities Act.

            (vi) Indemnification  Payments. The indemnification and contribution
required by this Section  5(e) shall be made by periodic  payments of the amount
thereof during the course of the investigation or defense, as and when bills are
received or Adverse Consequence is incurred.

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
reasonably  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
reasonably may request, all at the sole cost and expense of the requesting Party
(unless the requesting Party is entitled to indemnification  therefor under this
Agreement).

      (b)   AMERICAN STOCK EXCHANGE.  Promptly following  Closing,  the Company,
with the assistance of CA, shall prepare and submit a listing application to the
American Stock Exchange and use its reasonable best efforts to have such listing
approved and effective as soon as  practicable  after the  effectiveness  of the
Registration Statement filed pursuant to Section 6(m).

      (c)   BOARD OF DIRECTORS.  Within 90 days following  Closing,  the Company
and the  current  management  and  stockholders  of Dalian  Fushi  shall,  after
consultation  with CA and the other Investors,  nominate a seven person Board of
Directors  of the  Company  and  take  all  actions  and  obtain  all  consents,
authorizations  and  approvals  which are  required  to be  obtained in order to
effect the election of such  Persons.  Of such seven member Board of  Directors,
(i) two members shall be members of the current management of Dalian Fushi, (ii)
one member shall  represent  Kuhns  Brothers,  Inc.,  the  Company's  investment
bankers,  pursuant to an  existing  agreement,  (iii) and at least four  members
shall be  independent  directors as  determined  pursuant to the American  Stock
Exchange Company Guide (which  requirement may be waived or amended by Investors
representing  a  majority  of the  outstanding  Shares  then  held by  Investors
majority  of the  Investors  if the Company is unable to obtain a listing of its
Common Stock on the American  Stock  Exchange  within six months  following  the
Closing  or such other  period of time as  acceptable  to CA).  The member to be
elected   chairman  of  the  audit  committee  and  the  member  to  be  elected
vice-chairman  of the board (who will also serve as  chairman  of the  corporate
governance  committee)  must be approved in advance by CA, which approval not to
be unreasonably withheld. Each director's compensation shall be determined after
consultation with the Investors.

      (d)   BOARD OF Advisors.  Promptly following  Closing,  and in addition to
its Board of  Directors,  the Company  shall  establish a  five-member  board of
advisors  consisting of the individuals set forth in Section 6(d) of the Company
Disclosure  Schedule.  If for any  reason  one or more of these  individuals  is
unable or unwilling to serve on the initial board of advisors, the Company shall
consult with CA as to substitute  member(s) and any substitute member(s) must be
approved in advance by CA, which approval not to be unreasonably withheld.


                                       26
<PAGE>

      (e)   CHIEF FINANCIAL OFFICER.  Promptly  following  Closing,  the Company
shall retain a chief  financial  officer  acceptable to, and after  consultation
with, CA;  provided,  however,  that  retention of Dalian Fushi's  current chief
financial  officer as the Company's chief financial  officer under an employment
agreement pursuant to Section 6(i) shall satisfy this Section 6(e).

      (f)   NAME CHANGE;  REVERSE STOCK SPLIT.  Promptly following Closing,  the
Company  shall take all  actions  and obtain all  consents,  authorizations  and
approvals,  including any Governmental Authorizations,  which are required to be
obtained  in order to (i) change the name of the  Company to a name  selected by
and  acceptable  to the Company and CA, and (ii) effect a reverse stock split of
the Common Stock so that the Company has a sufficient  number of authorized  and
unissued  shares of Common Stock,  the details of which are set forth in Section
6(f) of the  Company  Disclosure  Schedule,  to  permit  the  conversion  of all
outstanding  shares of  Series B  acquired  by the  Investors  pursuant  to this
Agreement.

      (g)   EMPLOYEE  STOCK  OWNERSHIP  PLAN.  The  Company  shall  reserve  for
issuance  20,000,000  shares of Common  Stock  under an approved  and  qualified
employee  stock  ownership  plan,  terms of which  shall  be  determined  by the
compensation  committee of the Board of Directors of the Company (as constituted
pursuant to Section 6(c)).

      (h)   EXECUTIVE SEARCH.  Promptly following the Closing, the Company shall
retain one or more  independent  professional  executive  search  firm,  each as
acceptable to CA and selected from a list of proposed  firms  provided by CA, to
assist in the  recruitment for the members to be added to the Board of Directors
of the Company pursuant to Section 6(c).

      (i)   EMPLOYMENT  AGREEMENTS.  The Company  shall use its best  efforts to
promptly enter into employment  agreements with Wenbing Chris Wang and the other
members of Management as  designated  and by, with such terms as acceptable  to,
CA.

      (j)   TRANSFER OF DALIAN FUSHI  EMPLOYEES.  The  Company,  WOFE and Dalian
Fushi shall use their best efforts to promptly  transfer the  employment  of all
employees of Dalian Fushi to WOFE in accordance with applicable  Laws. WOFE will
enter into an  employment  agreement  with each such  transferred  employee (the
terms  of  which  shall  be  acceptable  to CA)  and pay  all  social  security,
insurance, housing and other applicable fees and costs required under applicable
Law.

      (k)   COMPLIANCE  WITH LAW.  The  shareholder(s)  of the WOFE shall comply
with  Bulletin No. 75 Notice issued by the PRC State  Administration  of Foreign
Exchange,  including but not limited to, the obligation to file disclosure forms
with  respect to their  ownership  status in the Company on or before  March 31,
2006,  and the  obligation  to transfer any  dividends or profits they  received
offshore  to the PRC  within  180 days upon the  receipt  of such  dividends  or
profits.

      (l)   COMPLETION OF RESTRUCTURING. Commencing at the Closing, the Company,
WOFE and Dalian  Fushi shall use their best  efforts to complete in all respects
the  restructuring  and related  transactions  contemplated by the Restructuring
Agreements,  including without limitations,  by taking the following actions and
obtaining the following approvals and certificates under applicable Laws, all of
which  shall be  completed  within 15 days of the  Closing  (the  "Restructuring
Completion Date"):

            (i) WOFE  shall  obtain  an audit of its  registered  capital  by an
accounting  firm duly qualified to conduct such audits in the People's  Republic
of China  and a  capital  verification  report  from  such  firm  (the  "Capital
Report");


                                       27
<PAGE>

            (ii)  WOFE  shall  file  the  Capital  Report  with  the  PRC  State
Administration for Industry and Commerce in Dalian, People's Republic of China;

            (iii)  Immediately  following the  registered  capital  verification
process is  completed,  WOFE shall  transmit to Dalian  Fushi the full  purchase
price for the assets to be  purchased by it under the  Restructuring  Agreements
and upon receipt of the purchase  price,  the title for the Acquired Assets will
be transferred to WOFE;

            (iv) WOFE shall arrange for, and have  completed,  an  environmental
report and inspection  with respect to the machinery and equipment  purchased by
the  WOFE  pursuant  to  the  Restructuring  Agreements  and as  required  under
applicable Laws;

            (v) Dalian  Fushi shall  commence the patent  transfer  procedure as
contemplated in the  Restructuring  Agreements,  which procedure is estimated to
take three to five months to complete;  prior to the effectiveness of the patent
transfer, the Company and its Subsidiaries shall have the exclusive legal right,
royalty  free,  to use  all  of  the  patents  specified  in  the  Restructuring
Agreements.  Dalian Fushi shall execute any license  agreements  required by the
Company that the Company deems necessary or advisable;

            (vi) WOFE shall obtain a new business license allowing it to conduct
the Business;

            (vii)  Dalian  Fushi shall  arrange  for,  and have  completed,  the
granting of a secondary lien on the Leased Assets to WOFE (only up to the amount
permissible under applicable Laws);

            (viii)  Dalian  Fushi  shall send a written  notice to its  existing
customers  seeking consent to the assignment of all contracts of Dalian Fushi to
WOFE.  Dalian  Fushi shall use its best efforts to obtain such  consent.  To the
extent that  customers  agree to the  assignment,  Dalian Fushi shall assign and
transfer all such  contracts to WOFE; to the extent that  customers do not agree
to assign the contracts to WOFE,  Dalian Fushi shall perform the contracts  with
WOFE's assistance as specified under the  Restructuring  Agreements and continue
to seek such consents;

            (ix) As soon as the new business license for WOFE is obtained,  WOFE
and Dalian Fushi shall complete for WOFE the tax registration with, and obtain a
tax certificate from, the tax bureau;

            (x) As soon as the new business  license for WOFE is obtained,  WOFE
and Dalian Fushi shall complete the registration  with customs  authorities,  if
applicable; and

            (xi) WOFE and Dalian Fushi shall  complete other  registrations  and
filings with such  competent  authorities  that are necessary for the conduct of
the  Business by the Company and its  Subsidiaries  and  required by  applicable
Laws.

      (m)   FILING  OF  REGISTRATION   STATEMENT.   The  Company  shall  file  a
Registration   Statement   with  the  SEC  under  the  Securities  Act  for  the
registration  of the  Common  Stock  issuable  upon  conversion  of the Series B
acquired  by the  Investors  within 5 days  after the  Closing  Date  under this
Agreement in a form and with disclosure acceptable to the Investors.

      (n)   COMPANY  BYLAWS.  The Company  shall use its best  efforts to obtain
shareholder  approval  for, and take all steps  necessary to adopt,  amended and
restated  bylaws  reasonably  acceptable to CA within 60 days after the Closing,
and prepare and file a preliminary  Schedule 14C information  statement relating
to the adoption  and  amendment  of the Company  bylaws  within 15 days from the
Closing Date.


                                       28
<PAGE>

7.    CONDITIONS TO OBLIGATION TO CLOSE.

      (a)   CONDITIONS TO OBLIGATION OF THE INVESTORS. The obligation of each of
the Investors 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 shall
be true and correct in all material respects (for purposes of this Section,  any
representation or warranty that is qualified by a materiality  standard shall be
read  without  regard  to  any  such   materiality   qualification  as  if  such
qualification were not contained therein);

            (ii) the  certificate  of  designation  containing  the terms of the
Series B as set forth in Exhibit A shall be duly authorized,  adopted, filed and
otherwise made effective;

            (iii) the  certificate  of  designation  containing the terms of the
Series A Preferred  Stock of the Company as set forth in Exhibit A shall be duly
authorized, adopted, filed and otherwise made effective;

            (iv) the Company shall have filed a Current  Report on Form 8-K with
the SEC under the Exchange Act relating to the acquisition and leasing of assets
of, and certain  additional  rights of and to, Dalian Fushi,  the  disclosure of
which  shall  be in the  form  required  by the  SEC  and  otherwise  reasonably
acceptable to the Investors and in compliance in all material  respects with the
disclosure requirements under applicable Laws;

            (v) the Company shall have completed an audit on the Company and its
Subsidiaries (including Dalian Fushi) conducted by Jimmy H. Cheung & Co. for the
fiscal years ended  December  31, 2004 and  December  31, 2003,  and the Company
shall have received an unqualified audit opinion;

            (vi) the Company shall have obtained a shareholder  approval for the
reverse  split and name change and shall have filed a  preliminary  Schedule 14C
information  statement  relating to the reverse  stock split and the name change
contemplated  in Section 6(f) in a form and with  disclosure  acceptable  to the
Investors;

            (vii) the Company shall have  completed a share exchange with all of
the  stockholders of DPI, whereby the Company shall become the sole owner of DPI
and sole indirect owner of WOFE;

            (viii)  Dalian Fushi shall have  completed an amendment to the stock
purchase agreement dated as of November 28, 2005, between Dalian Fushi and Glenn
Little  pursuant to which Mr. Little  agrees to receive his purchase  price from
the proceeds under this Agreement;

            (ix) the Company,  Dalian Fushi and Management  shall have delivered
to the  Investors  a  certificate  to the  effect  that  each of the  conditions
specified in Section 7(a)(i)-(viii) is satisfied in all respects;


                                       29
<PAGE>

            (x) the Company shall have delivered to the Investors the funds flow
statement  pursuant to Section  3(cc),  which  statement  is  acceptable  to the
Investors and shall be signed by Glenn Little;

            (xi) the Restructuring  Agreements attached as Exhibit I shall be in
a form and with such terms as acceptable to the Investors;

            (xii) the Investors  shall have  received the  Ancillary  Agreements
executed by the Company,  Dalian Fushi,  Management and the Series A holders, as
applicable;

            (xiii) the Investors  shall have  received from U.S.  counsel to the
Company an opinion in form and substance as set forth in Exhibit M, addressed to
the Investors, and dated as of the Closing Date;

            (xiv) the Investors  shall have received from Chinese counsel to the
Company an opinion in form and substance as set forth in Exhibit N, addressed to
the Investors, and dated as of the Closing Date; and

            (xv) all  actions  to be taken by the  Company  in  connection  with
consummation  of  the  transactions  contemplated  by  this  Agreement  and  all
certificates,  opinions,  instruments and other documents reasonably required to
effect the transactions  contemplated hereby will be reasonably  satisfactory in
form and substance to the Investors.

The  Investors  may waive any  condition  specified in this Section 7(a) if they
execute a writing so stating at the Closing.

      (b)   CONDITIONS  TO   OBLIGATION   OF  THE  COMPANY,   DALIAN  FUSHI  AND
MANAGEMENT.  The  obligation  of the  Company,  Dalian Fushi and  Management  to
consummate  the  transactions  to be  performed by them in  connection  with the
Closing is subject to satisfaction of the following conditions:

            (i) the  representations and warranties set forth in Section 4 shall
be true and correct in all material respects (for purposes of this Section,  any
representation or warranty that is qualified by a materiality  standard shall be
read  without  regard  to  any  such   materiality   qualification  as  if  such
qualification were not contained therein);

            (ii) the Investors shall have delivered to the Company a certificate
to the effect that the condition specified above in Section 7(b)(i) is satisfied
in all respects;

            (iii) the  Company  shall have  received  the  Ancillary  Agreements
executed by the Investors, as applicable; and

            (iv) all actions to be taken by the  Investors  in  connection  with
consummation  of the  transactions  contemplated  hereby  and all  certificates,
instruments,  and other documents reasonably required to effect the transactions
contemplated hereby will be reasonably satisfactory in form and substance to the
Company.


                                       30
<PAGE>

The  Company  may waive  any  condition  specified  in this  Section  7(b) if it
executes a writing so stating at the Closing.

8.    REMEDIES FOR BREACHES OF THIS AGREEMENT.

      (a)   SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All the representations,
warranties,  covenants,  indemnities  and  other  agreements  contained  in this
Agreement  shall survive two years from the effective  date of the  Registration
Statement filed pursuant to Section 6(m).

      (b)   INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE INVESTORS. In addition
to any indemnification  under Section 5, in the event the Company,  Dalian Fushi
or  Management  breaches any of its  representations,  warranties  and covenants
contained herein  (ignoring for purposes of determining  whether or not any such
breach has occurred any materiality  qualifiers),  the Company, Dalian Fushi and
Management,  jointly and severally, agree to indemnify, defend and hold harmless
the  Investors  and  any  of  their  directors,   officers,   employees,  agent,
representatives  or Affiliates  (each, an "Indemnified  Party") from and against
the entirety of any Adverse  Consequences  the Investors may suffer  through and
after the date of the claim for indemnification  resulting from, arising out of,
relating to, in the nature of, or caused by the breach (or the alleged  breach).
The aggregate  Liability of the Company and Dalian Fushi under this Section 8(b)
shall be limited as to each Investor to the amount of the Purchase Price paid by
such Investor as set forth on Exhibit C; provided, however, that this limitation
on Liability shall not apply to any indemnification of the Investors pursuant to
Section 5. To satisfy any rights to  indemnification  pursuant to this Section 8
or Section 5, claims by the  Indemnified  Party may be made for (i) cash or (ii)
Dual Purposes  Escrow Shares  pursuant to the terms and  provisions of the Stock
Escrow  Agreement,  in each case at the option and in the sole discretion of the
Indemnified Party.  Notwithstanding  anything to the contrary in this Agreement,
none of the  Indemnified  Parties  shall be  entitled  to  assert  any  right to
indemnification  under this Section 8(b) until the aggregate  Liability relating
to any Adverse  Consequences  claimed by one or more of the Indemnified  Parties
exceeds  $100,000  (whether  resulting  from one  claim or a series  of  claims,
separate  or  related),  and in such  event  the  Indemnified  Parties  shall be
entitled to recover the full amount of all such  Liability from the first dollar
without  regard to the $100,0000  minimum  threshold and this minimum  threshold
shall not apply to any subsequent  claims by the Indemnified  Parties under this
Section 8(B).

      (c)   MATTERS INVOLVING THIRD PARTIES.

            (i) If any third  party  shall  notify  any  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 Section
5 or this  Section 8, then each  Indemnified  Party  shall  promptly  notify the
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  actually  and  materially
prejudiced.

            (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  15 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


                                       31
<PAGE>

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),  (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) 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  Parties 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  reasonable  attorneys' fees
and expenses),  and (C) the Indemnifying  Party 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 Section 5 or this Section 8, as applicable.

9.    MISCELLANEOUS.

      (a)   PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. The Company shall not issue
any press release or make any public announcement relating to the subject matter
of this Agreement  prior to or in the 90 days  subsequent to the Closing without
the prior written approval of CA; provided,  however,  that a Party's failure to
object to any press release or public  announcement  within two business days of
notice of a proposed  press  release or public  announcement,  such notice to be
delivered pursuant to Section 9(g), shall be deemed approval; provided, further,
that any Party may make any  public  disclosure  it  believes  in good  faith is
required by applicable  Law or  regulation  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).

      (b)   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.

      (c)   ENTIRE   AGREEMENT.   This   Agreement   (including   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.


                                       32
<PAGE>

      (d)   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).

      (d)   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.

      (f)   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.

      (g)   NOTICES.  All notices,  consents,  waivers and other  communications
under this Agreement must be in writing and will be deemed given to a Party when
(a) delivered to the  appropriate  address by hand or by  nationally  recognized
overnight courier service (costs prepaid),  (b) sent by facsimile or e-mail with
confirmation of transmission by the transmitting  equipment,  or (c) received or
rejected by the addressee,  if sent by certified mail, return receipt requested;
in each case to the following  addresses,  facsimile numbers or e-mail addresses
and marked to the  attention  of the  individual  (by name or title)  designated
below (or to such other address,  facsimile number, e-mail address or individual
as a party may designate by notice to the other parties):

      If to the Investors:

      Chinamerica Fund, L.P.
      2909 St. Andrews Drive
      Richardson, Texas 75082

      Attention:
      Christopher Efird
      Telephone No.: (972) 690-1177
      Facsimile No.: (972) 690-1306
      E-mail: Chris@efirdonline.com

      with a copy (which shall not constitute notice) to:

      Baker & McKenzie LLP
      Pennzoil Place, South Tower
      711 Louisiana, Suite 3400
      Attention: Jonathan B. Newton
      Telephone No.: (713) 427-5000
      Facsimile No.: 427-5099
      E-mail: jonathan.b.newton@Bakernet.com

      If to the Company, Dalian Fushi or Management:

      Parallel Technologies, Inc.
      558 Lime Rock Road
      Lakeville, Connecticut 06039
      Attention: John D. Kuhns
      Telephone No.: 860-435-7000
      Facsimile No.: 860-435-6540
      E-mail: jdkuhns@kuhnsbrothers.com


                                       33
<PAGE>

      with a copy (which shall not constitute notice) to:

      Guzov Ofsink, LLC
      600 Madison Avenue, 14th Floor
      New York, New York 10022
      Attention: Darren L. Ofsink
      Telephone No.: (212) 371-8008
      Facsimile No.: (212) 688-7273
      E-mail: dofsink@golawintl.com

      (h)   CONTROLLING  LAW;  VENUE.  This  Agreement  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 Agreement, 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  Agreement  may be served on any Party  anywhere  in the
world.  Notwithstanding the foregoing,  nothing in this Agreement shall preclude
the Investors the right to commence  Proceedings  relating to this  Agreement in
any foreign jurisdiction, including the People's Republic of China.

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

      (k)   EXPENSES.  The Company shall bear all costs and expenses relating to
the  acquisition of assets of, and certain  additional  rights of and to, Dalian
Fushi.  The  Company  shall  pay  CA's  out-of-pockets  costs  and  expenses  in
connection  with  the  transactions  contemplated  by  this  Agreement  and  any
Ancillary  Agreement  (including legal fees and expenses of legal counsel to the
Investors)  up to a maximum of  $25,000.  Except as  otherwise  provided in this
Section 9(k) or elsewhere in this  Agreement,  each of the Parties 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.


                                       34
<PAGE>

      (l)   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, 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.

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

      (n)   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 Agreement 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 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,  in  addition to any other  remedy to which they may be
entitled, at law or in equity.

      (o)   DISPUTES; ARBITRATION.  Subject to Section 9(n), any issue, dispute,
Proceeding or  controversy  arising out of or relating to this Agreement (or any
Ancillary  Agreement),  its alleged  breach or its subject  matter (a "Dispute")
shall be resolved pursuant to this Section 9(o).

            (i) Any Dispute shall first be referred to CA as a representative of
the applicable  Investors and a representative  of the Company who has authority
to settle the  controversy  for  resolution  between such Parties,  if possible.
Those  Persons  may,  if they  desire,  consult  outside  experts  or a mutually
respected disinterested Person for assistance in arriving at a resolution.

            (ii) If any Dispute cannot be resolved after good faith negotiation,
either Party or the  Indemnifying  Party or its  applicable  Affiliate,  may, by
written  notice  ("Arbitration  Notice") to the other,  demand to have the claim
finally and  exclusively  settled by  confidential  and binding  arbitration  in
Houston,  Texas,  governed  by the laws of the State of Texas and in  accordance
with the commercial rules of arbitration of the American Arbitration Association
in effect at that time. A total of three arbitrators shall be appointed.  Within
10 days  after  dispatch  of the  Arbitration  Notice,  each  of the  applicable
Investors and the Company shall  appoint one  arbitrator,  and the two so chosen
shall select a third within 15 days of the expiration of the 10-day period. Each
arbitrator  shall  have at  least  10  years of  experience  in an  industry  or
profession  related to the  subject  matter  involved  in the  Dispute,  and all
arbitration proceedings shall be held, and a transcribed record thereof shall be
prepared,  in English.  Neither Party involved in the arbitration shall have the
right to conduct  discovery of the other (except as the arbitrators may so order
on the application of either Party),  but shall furnish to the arbitrators  such
information  as  the  arbitrators  may  reasonably  request  to  facilitate  the
resolving  of the  Dispute.  The  arbitrators  shall  announce the award and the
reason therefor in writing within three months from the date of the selection of
the third  arbitrator,  or such  later  date as the  Parties  may agree  upon in


                                       35
<PAGE>

writing.  The losing Party on a specific  claim or  counterclaim  shall bear all
expenses of the arbitration,  including those relating to the  arbitrators,  and
attorney's fees, experts and presentation of proof with respect to that claim or
counterclaim.  Any award granted by the  arbitrators  shall be final and binding
upon the  Parties and shall  constitute  the sole and  exclusive  remedy for any
dispute between the Parties. Judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction  thereof.  The Parties expressly
submit to the  non-exclusive  jurisdiction of the courts of the United States of
America for the enforcement of any arbitration award.

            (iii) Notwithstanding the foregoing provisions of this Section 9(o),
in the  event  there is a good  faith  conflict  of  interest  among two or more
Investors  relating to any  Dispute,  this  Section 9(o) shall not apply to such
Investors  individually,  and separate arbitration Proceedings may occur, to the
extent necessary.

                  (Remainder of page intentionally left blank)


                                       36
<PAGE>

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

                                           PARALLEL TECHNOLOGIES, INC.


                                           By: /s/ Fu Li
                                              ----------------------------------
                                              Name:  FU LI
                                              Title: CEO


                                           DALIAN FUSHI BIMETALLIC MANUFACTURING
                                           COMPANY, LTD.


                                           By: /s/ Fu LI
                                              ----------------------------------
                                              Name: FU LI
                                              Title: CEO


                                           MANAGEMENT OF DALIAN FUSHI BIMETALLIC
                                           MANUFACTURING COMPANY, LTD.


                                           /s/ Fu Li
                                           -------------------------------------
                                           Fu Li


                                           /s/ Yang Yue
                                           -------------------------------------
                                           Yang Yue


                                           /s/ Yang Xishan
                                           -------------------------------------
                                           Yang Xishan


                                           /s/ Chunyan Xu
                                           -------------------------------------
                                           Chunyan Xu


                                           /s/ Wenbing Chris Wang
                                           -------------------------------------
                                           Wenbing Chris Wang


                     (Signatures continue on following page)


                                       37
<PAGE>

                                           THE INVESTORS

                                           CHINAMERICA FUND, LP


                                           By:/s/ Beau Johnson
                                           -------------------------------------
                                              Name: Beau Johnson
                                                    ----------------------------
                                              Title: Managing Director
                                                     ---------------------------


                                           CHINAMERICA DALIAN FUSHI
                                           ACQUISITIONS, LLC


                                            By:/s/ Beau Johnson
                                           -------------------------------------
                                              Name: Beau Johnson
                                                    ----------------------------
                                              Title: Managing Director
                                                     ---------------------------


                                           BARRON PARTNERS LP


                                           By: /s/ Andrew Werden
                                           -------------------------------------
                                              Name: Andrew Werden
                                                    ----------------------------
                                              Title: Managing Partner
                                                    ----------------------------

                                           RENAISSANCE US GROWTH INVESTMENT
                                           TRUST


                                           By: /s/ Russell Cleveland
                                              ----------------------------------
                                              Name:  Russell Cleveland
                                              Title: President, RENN Capital
                                                     Group, Investment Adviser


                                           BFS US SPECIAL OPPORTUNITIES TRUST
                                           PLC


                                           By:  Russell Cleveland
                                              ----------------------------------
                                              Name:  Russell Cleveland
                                              Title: President, RENN Capital
                                                     Group, Investment Adviser


                     (Signatures continue on following page)


                                       38
<PAGE>

                                           ENABLE GROWTH PARTNERS LP


                                           By:__________________________________
                                              Name:_____________________________
                                              Title:____________________________


                                           ENABLE OPPORTUNITY PARTNERS LP


                                           By:__________________________________
                                              Name:_____________________________
                                              Title:____________________________


                                           LAKE STREET FUND LP


                                           By:  /s/ Scott Hood
                                              ----------------------------------
                                              Name:  Scott Hood
                                              Title: Manager


                                           WEDBUSH SEC INC. CUST.
                                           IRA ROLLOVER 10/13/92

                                           By:  /s/ Fred L. Astman
                                              ----------------------------------
                                              Name:  Fred L. Astman
                                              Title: Owner


                                           POPE ASSET MANAGEMENT LLC


                                           By: /s/ William P. Wells
                                              ----------------------------------
                                              Name:  William P. Wells
                                              Title: President


                                       39
<PAGE>

                                    EXHIBIT A

              CERTIFICATES OF DESIGNATIONS, PREFERENCES AND RIGHTS
              FOR SERIES A AND SERIES B CONVERTIBLE PREFERRED STOCK

                   (See Exhibits 3.4 and 3.5 to this Form 8-K)






                                       A-1


<PAGE>

                                    EXHIBIT B

                                 FORM OF WARRANT

                       (See Exhibit 4.2 to this Form 8-K)






                                       B-1

<PAGE>

                                          EXHIBIT C

                                          INVESTORS

<TABLE>
<CAPTION>
                                                                      PERCENTAGE
                                          SHARES OF                      OF        NUMBER OF
                                          SERIES B    COMMON STOCK   OUTSTANDING    SHARES
                                         CONVERTIBLE ISSUABLE UPON     VOTING      ISSUABLE
                                          PREFERRED    CONVERSION      CAPITAL       UPON
   NAMES OF      PURCHASE    PERCENTAGE     STOCK     POST REVERSE   STOCK POST    EXERCISE
   INVESTORS       PRICE    AMONG GROUP   PURCHASED      SPLIT      REVERSE SPLIT OF WARRANT
--------------------------------------------------------------------------------------------
<S>             <C>         <C>           <C>         <C>            <C>          <C>
Chinamerica     $1,700,000  0.141666667   30,518.52   602,083.3333   0.030104167  301,041.67
Fund, LP
--------------------------------------------------------------------------------------------
Chinamerica
Dalian Fushi
Acquisitions,
LLC             $1,000,000  0.083333333   17,952.07     354,166.67   0.017708333  177,083.33
--------------------------------------------------------------------------------------------
Pope Asset
Management LLC  $3,500,000  0.291666667   62,832.25  1,239,583.333   0.061979167  619,791.67
--------------------------------------------------------------------------------------------
Renaissance US
Growth
Investment
Trust           $1,000,000  0.083333333   17,952.07     354,166.67   0.017708333  177,083.33
--------------------------------------------------------------------------------------------
BFS US Special
Opportunities
Trust PLC       $1,000,000  0.083333333   17,952.07     354,166.67   0.017708333  177,083.33
--------------------------------------------------------------------------------------------
Enable Growth
Partners LP       $600,000         0.05   10,771.24     212,500.00      0.010625  106,250.00
--------------------------------------------------------------------------------------------
Enable
Opportunity
Partners LP       $150,000       0.0125    2,692.81      53,125.00    0.00265625   26,562.50
--------------------------------------------------------------------------------------------
Lake Street

Fund LP        $700,000.00  0.058333333   12,566.45     247,916.67   0.012395833  123,958.33
--------------------------------------------------------------------------------------------
Fred L. Astman $350,000.00  0.029166667    6,283.22     123,958.33   0.006197917   61,979.17
--------------------------------------------------------------------------------------------
Barron
Partners LP     $2,000,000  0.166666667   35,904.14     708,333.33   0.035416667  354,166.67
--------------------------------------------------------------------------------------------
Total                                    215,424.84   4,250,000.00     0.2125000   2,125,000
-----                                    ----------   ------------   -----------  ----------
</TABLE>


                                       C-1

<PAGE>

                                    EXHIBIT D

                             (Intentionally Omitted)




                                       D-1

<PAGE>

                                    EXHIBIT E

                             STOCK ESCROW AGREEMENT

                                 (See attached)





                                       E-1

<PAGE>
                                                                  EXECUTION COPY


                             STOCK ESCROW AGREEMENT

      This Stock Escrow Agreement (this  "Agreement") is made as of December 13,
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 the  Series A  Convertible
Preferred  Shareholders  of the Company (the  "Series A  Holders"),  Chinamerica
Fund, LP, a Texas limited  partnership ("CA"), 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") and Gateway
National  Bank,  N.A.,  as the escrow  agent (the  "Escrow  Agent").  All of the
aforementioned  are also  referred  to  individually  herein  as a  "Party"  and
collectively herein as the "Parties."

                             PRELIMINARY STATEMENTS

      A. The  Company,  Dalian  Fushi,  the  Investors  and  certain  members of
management  of Dalian  Fushi  have  entered  into that  certain  Stock  Purchase
Agreement  dated the date  hereof (the "Stock  Purchase  Agreement"),  a copy of
which has been delivered to the Escrow Agent, pursuant to which the Company will
issue  and sell to the  Investors,  and the  Investors  will  subscribe  for and
acquire from the Company, certain Company securities for a purchase price of $12
million  upon the  terms  and  subject  to the  conditions  set  forth  therein.
Capitalized  terms used in this  Agreement and not otherwise  defined shall have
the meanings set forth in the Stock Purchase Agreement.

      B. Dalian Fushi  currently owns  20,000,000  shares of the common stock of
the Company, par value $.006 per share ("Common Stock"),  representing 50.96% of
the total issued and outstanding shares of Common Stock of the Company.

      C. The  Series  A  Holders  currently  own  746,254   shares  of  Series A
Convertible  Preferred  Stock of the Company,  par value $.001 (the "Series A"),
which are  convertible  into  14,718,458  shares of Common Stock pursuant to the
terms of such preferred stock.

      D. Section 14 of the Certificate of  Designations,  Preferences and Rights
of the Series B Convertible Preferred Stock of the Company, par value $.001 (the
"Series B"), a copy of which has been  delivered to the Escrow  Agent,  provides
certain   rights  to  the   Investors,   as  Series  B   holders,   to   acquire
then-outstanding shares of Common Stock and Series A (the "Certificate Shares"),
which  shares will be deposited at the Closing in escrow by Dalian Fushi and the
Series A Holders as security for the Company's obligations under the Certificate
of  Designations,  Preferences  and Rights of the Series B. Dalian Fushi and the
Series A Holders  (including  any Persons  who  subsequently  acquire  shares of
Common Stock or Series A from them or their  transferrees) shall be collectively
referred to as the "Dalian Fushi Shareholders" for purposes of such Section 14.

      E. Section 2(c)(i) of the Stock Purchase  Agreement  provides that, at the
Closing,  the  Series A  Holders  will  deposit  in escrow a number of shares of
Series A  convertible  into at least  3,000,000  shares of Common  Stock,  which
shares shall be held as security in the event the 2005 Target  Profit is not met
(including  the shares of Common  Stock  issuable  upon  conversion,  the "Claim
Shares" and collectively with the Certificate Shares, the "Escrow Shares").

      F. The Claim Shares shall also serve as collateral for the indemnification
obligations of the Company,  Dalian Fushi and Management  under Section 8 of the
Stock Purchase Agreement.

                                       1
<PAGE>

      G. The escrow fund created by the deposit of the Escrow Shares is referred
to as the "Escrow  Fund." For the  avoidance of doubt,  the Claim Shares will be
included in the Certificate Shares.

      H.  Pursuant  to the  terms  of  the  Stock  Purchase  Agreement  and  the
Certificate  of  Designations,  Preferences  and  Rights  for the  Series B, the
Parties have agreed, as a condition to their respective obligations  thereunder,
to enter into this Agreement and establish the terms and conditions  pursuant to
which the Escrow  Shares  will be  deposited,  held in, and  disbursed  from the
Escrow Fund.

      I. The Parties  desire to appoint the Escrow  Agent to act pursuant to the
terms and  conditions  set forth herein and the Escrow  Agent  desires to accept
such appointment.

      J. Dalian Fushi and the Series A Holders  desire to appoint the Company to
act as their  representative  pursuant  to the  terms and  conditions  set forth
herein and the Company desires to accept such appointment.

                                    AGREEMENT

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

      1. ESTABLISHMENT OF THE ESCROW FUND.

      (A) Escrow Fund.  The Escrow  Agent  agrees to (i) accept  delivery of the
shares of Common Stock, consisting of 20,000,000 shares, (ii) accept delivery of
746,254  shares of Series A (including  the shares of Common Stock issuable upon
conversion  of such  Series A), and (iii) hold such  Escrow  Shares in escrow as
part of the  Escrow  Fund,  all  subject  to the  terms and  conditions  of this
Agreement,  Section  2(c)(i) and Section 8 of the Stock  Purchase  Agreement and
Section 14 of the  Certificate of  Designations,  Preferences and Rights for the
Series B (the "Escrow Provisions").

      (B)  Escrow  Arrangements;  Purpose.  The  Escrow  Fund is to be held  and
distributed by the Escrow Agent in accordance with and subject to the provisions
of this Agreement and the applicable Escrow Provisions.  The Escrow Fund is held
for the benefit of the Investors as security and collateral for the  obligations
of the Company under the Certificate of Designations, Preferences and Rights for
the Series B, the  indemnification  obligations  of the Company,  Dalian  Fushi,
Management  and the  Series A Holders  under  Section  8 of the  Stock  Purchase
Agreement,  and in the  event the 2005  Target  Profit  is not met  pursuant  to
Section 2(c)(i) of the Stock Purchase Agreement.

      2.  ADMINISTRATION  OF ESCROW FUND AND TAX ESCROW  FUND.

      (a)  Delivery  of Escrow  Shares.  At Closing,  the Escrow  Shares will be
delivered  by the  Company,  on behalf of Dalian  Fushi and the Series A Holders
(each,  a "Holder,"  and  collectively,  the  "Holders")  to the Escrow Agent in
accordance  with the applicable  Escrow  Provisions,  together with stock powers
executed  in  blank.   The  Escrow  Agent  will  provide  the  Company   written
notification  of the  receipt  of each  Holder's  respective  Escrow  Shares  in
accordance with Section 5.

      (b) Holders'  Accounts.  The Escrow Agent will maintain for the Holders an
accounting  record  (each,  a  "Holders'   Account")   specifying  the  Holders'
respective  portion of the assets comprising the Escrow Fund held for the record
of the Holders pursuant to the applicable Escrow  Provisions.  All Escrow Shares
received by the Escrow Agent under Section 2(a) will be held in the name of each
of the Holders in the Escrow Fund and will be allocated to the Holders'  Account
in accordance with Exhibit A. The Escrow Agent shall promptly amend Exhibit A to
reflect  any change in the assets  comprising  the Escrow  Fund and the  portion
applicable to each individual Holder.

                                       2
<PAGE>

      (C)  Dividends,  Voting,  Conversions  and  Rights of  Ownership.

      (i) The Holders will have voting  rights with respect to their  respective
portion of the Escrow  Shares  deposited  in the Escrow  Fund while such  Escrow
Shares are held in  escrow.  While the  Escrow  Shares  are held in escrow,  the
Holders  will  retain  and  will be able to  exercise  all  other  incidents  of
ownership of their respective Escrow Shares, which are not inconsistent with the
terms and  conditions of this Agreement and the Stock  Purchase  Agreement.  The
Escrow Agent agrees to deliver,  or cause to be  delivered,  to each  applicable
Seller  only those  proxy  materials  with  respect to the Escrow  Shares in the
Escrow Fund that are actually received by the Escrow Agent.

      (ii) Stock dividends or other  distributions  (other than cash as provided
below) upon the Escrow  Shares shall be added to the Escrow Fund,  and shall not
be distributed to the Holders, as their interests may appear; and, to the extent
any stock dividends are actually distributed to the Holders with respect to such
Escrow Shares prior to the  Expiration  Date,  the Holders shall  promptly remit
such  shares to the Escrow  Agent and such  shares  shall be added to the Escrow
Fund.

      (iii) Any  shares  of Common  Stock  issued to the  Series A Holders  upon
conversion of the Series A shall be delivered by the Company to the Escrow Agent
and added to the  Escrow  Fund,  and shall not be  distributed  to the  Series A
Holders;  and, to the extent any such  shares are  actually  distributed  to the
Series A Holders upon  conversion of the Series A prior to the Expiration  Date,
the Series A Holders  shall  promptly  remit such shares to the Escrow Agent and
such shares shall be added to the Escrow Fund.

      (iv) Cash dividends or  distributions  upon the Escrow Shares shall not be
added to the Escrow Fund,  but shall be  distributed  to the  Holders,  as their
interests may appear, net of applicable withholding taxes.

      (v) The parties hereto agree that, for tax purposes,  all taxable  income,
if any,  attributable  to the Escrow Fund  pursuant to this  Agreement  shall be
allocable to each respective  Holder in accordance with each Holders' Account on
Exhibit A. For  greater  certainty,  the Escrow  Agent shall be  authorized,  as
required  under  applicable  law, to withhold and remit to the Internal  Revenue
Service a portion  of any income  earned on the  Escrow  Fund held by the Escrow
Agent pursuant to this Agreement.

      (d) Claims upon the Escrow Fund.

      (i) Section 14 of the Certificate of

Designations, Preferences and Rights for the Series B.

      (A) Upon  receipt  by the  Escrow  Agent  of a  certificate  from  CA,  as
representative  of  the  Series  B  holders,  pursuant  to  Section  14  of  the
Certificate  of  Designations,  Preferences  and Rights for the Series B stating
that  (1) the  conditions  specified  in  Section  14(a) of the  Certificate  of
Designations, Preferences and Rights have not occurred within 120 days since the
initial issuance of the Series B or,  thereafter,  within any additional  30-day
period,  and (2) the number of Certificate Shares (as designated by CA in shares
of Common Stock or Series A, as  available)  to be  delivered  to the  Investors
pursuant  to  such  Section  14(a),  the  Escrow  Agent  shall,  subject  to the
provisions of Section 2(e),  deliver to the Investors out of the Escrow Fund, as
promptly as practicable,

                                       3
<PAGE>

in such manner and in such number of  Certificate  Shares as  specified  in such
certificate  from CA, which shares shall be allocated  among the Investors based
on each  Investor's pro rata percentage of Series B shares then held. The Escrow
Agent shall not be required to determine  or  calculate  the number of shares or
percentage  of  interest  to be  issued  and  shall  not be  obligated  to issue
Certificate  Shares,  but rather  will only  deliver the  Certificate  Shares as
instructed  in the  certificate  from CA to the Escrow  Agent.  Any  Certificate
Shares  delivered  pursuant to this  Section  2(d)(i)(A)  shall not be deemed to
include any Claim Shares. For purposes of this Agreement, an Investor's pro rata
percentage of Series B shares then held shall be initially based on Exhibit C to
the Stock Purchase Agreement,  and each Investor shall promptly notify CA of any
transfer  of all or any  portion of its Series B shares and the  identity of the
purchaser of such shares.

      (B) Upon  receipt by the Escrow  Agent of a  certificate  from an Investor
(with a  duplicate  copy  delivered  to CA),  as a Series B holder,  pursuant to
Section 14 of the  Certificate of  Designations,  Preferences and Rights for the
Series B stating  that (1) the  conditions  specified  in  Section  14(a) of the
Certificate of Designations, Preferences and Rights have not occurred within one
year since the  initial  issuance of the Series B, (2) the Company has failed to
purchase  all of the  outstanding  shares of Series B by the 30th day after such
one-year period,  and (3) payment has been tendered pursuant to Section 14(b) of
the Certificate of Designations, Preferences and Rights for the Series B, in the
amount of $.001 per share, the Escrow Agent shall,  subject to the provisions of
Section  2(e),  deliver to the Investor  out of the Escrow Fund,  as promptly as
practicable,  such number of the Certificate  Shares (including the Claim Shares
included  therein) as such Investor claims in such  certificate  (which shall be
based on such Investor's pro rata percentage of Series B shares then held).  The
Escrow  Agent shall not be  required to  determine  or  calculate  the number of
shares or  percentage  of  interest to be issued and shall not be  obligated  to
issue Certificate Shares, but rather will only deliver the Certificate Shares as
instructed in the certificate from such Investor to the Escrow Agent.

For  purposes of any actions  contemplated  pursuant or relating to this Section
2(d)(i) or Section 14(b) of the  Certificate of  Designations,  Preferences  and
Rights for the Series B, as of the date hereof,  and without  further act of any
Party, CA is hereby  appointed as the  representative  for and on behalf of each
Investor (including any Person who subsequently acquires shares of Series B from
an  Investor  or their  transferees)  pursuant to the terms of Section 14 of the
Certificate  of  Designations,  Preferences  and Rights for the Series B. CA may
take all actions necessary or appropriate in the judgment of CA in such capacity
as  representative  for the  Investors.  In the  absence of bad faith or willful
misconduct, CA shall not be liable under any circumstances or for any reason for
any act done or omitted hereunder as representative for the Investors.  CA shall
be indemnified  and held harmless from and against any liability,  indebtedness,
claim,  loss,  damage,  costs,  expenses,  judgments,   penalties,   deficiency,
obligation or responsibility  sustained or incurred by CA (other than due to bad
faith or willful misconduct) arising out of or in connection with the acceptance
or administration of CA's duties hereunder as representative  for the Investors,
including  the  reasonable  fees and  expenses  of any legal  counsel or experts
retained by CA.

      (ii) Section 8 of the Stock Purchase Agreement.

      (A) Upon receipt by the Escrow Agent at any time on or before the last day
of the two-year period  following the date of the Stock Purchase  Agreement of a
certificate  signed by an Investor  (with a duplicate copy delivered to CA): (1)
stating that the Investor or any of its respective  Indemnified Parties has paid
or properly accrued or reasonably anticipates that it will have to pay or accrue
Liabilities related to any Adverse  Consequences,  and (2) generally  describing
the Adverse  Consequence  included in the amount so stated or the basis for such
anticipated

                                       4
<PAGE>

Liability,  and the nature of the  misrepresentation,  breach of representation,
warranty  or covenant to which such item is  related,  the Escrow  Agent  shall,
subject to the provisions of Section 2(e), deliver to Investor out of the Escrow
Fund,  as  promptly  as  practicable,  Claim  Shares in an  amount  equal to the
Liabilities for such Adverse Consequences.  Any such distribution shall be first
made in any available shares of Common Stock, and then in shares of Series A.

      (B) For the purposes of  determining  the number of shares of Common Stock
or Series A to be delivered  to the Investor out of the Escrow Fund  pursuant to
Section  2(d)(ii)(A),  (1) the  shares  of Common  Stock  shall be valued at the
average  of the  Trading  Price  for  the 10  consecutive  trading  days  ending
immediately  preceding the second trading day before the date such determination
is made, and (2) the value of the shares of Series A shall be based on the value
of the Common  Stock into which such Series A would  otherwise  be  convertible.
"Trading  Price"  shall mean (a) if the Common  Stock is actively  traded on any
national  securities exchange or any Nasdaq quotation or market system, then the
closing price of the Common Stock on the  applicable  date, (b) if the shares of
Common Stock are not actively  traded on any such  exchange or system,  then the
arithmetic  mean of the bid and asked  prices of a share of the Common  Stock on
the applicable  over-the-counter system, Pink Sheets or otherwise, or (c) if the
shares of Common Stock are not actively traded, then a good-faith  determination
of the value by the full Board of Directors of the Company.

      (C)  Notwithstanding  the  foregoing,  any claims made under this  Section
2(d)(ii)  shall be stayed,  and shall not otherwise be satisfied or processed by
the Escrow Agent, until after the 2005 Performance  Determinate Date (as defined
below), and any payment out of the Escrow Fund under this Section 2(d)(ii) shall
not exceed the remaining  balance of the 3,000,000  Claim Shares after any Claim
Shares are  retired  to the  Company  Treasury  following  the 2005  Performance
Determination Date.

      (iii) Section 2(c)(i) of the Stock Purchase Agreement. Upon receipt by the
Escrow  Agent of a  certificate  signed by any Investor  (with a duplicate  copy
delivered  to CA):  (A)  stating  that the  Company  has not met the 2005 Target
Profit  (as  determined  pursuant  to  Section  2(c)(i)  of the  Stock  Purchase
Agreement),  (B)  specifying  the 2005  Performance  Adjustment  (as  determined
pursuant to Section 2(c)(i) of the Stock Purchase Agreement), and (C) specifying
in  reasonable  detail the number of the Claim Shares held in the Escrow Fund to
be retired to the Company treasury, which in no event shall exceed the 3,000,000
Claim  Shares,  the Escrow Agent shall  deliver to the Company out of the Escrow
Fund, as promptly as practicable, such number of Claim Shares (or such number as
then  available)  held in the Escrow  Fund,  which in no event shall  exceed the
3,000,000 Claim Shares,  and the Company will promptly take all necessary action
to retire those shares to the Company  Treasury.  Any such  retirement  shall be
first made in any available shares of Common Stock, and then in shares of Series
A. Any  claims  under this  Section  2(d)(iii)  shall be made  within the 90-day
period  following  the receipt by the  Investors of the  Company's  2005 audited
financial statements pursuant to Section 2(c)(i) of the Stock Purchase Agreement
(the last day of such 90-day period, the "2005 Performance Determinate Date").

      (e) Objection to Claims; Resolutions of Conflicts.

      (i) At the time of delivery of any Investor  certificate  delivered to the
Escrow Agent pursuant to Section 2(d)(i), (ii) or (iii) (a "Claim Certificate"),
a duplicate copy of such Claim  Certificate will be delivered by the Investor to
the Company,  and for a period of 15 days after such delivery,  the Escrow Agent
shall make no  delivery  of Escrow  Shares  unless the Escrow  Agent  shall have
received written authorization from the Company to make such delivery. After the
expiration  of

                                       5
<PAGE>

such  15-day  period,  the Escrow  Agent  shall  deliver  the  Escrow  Shares in
accordance with Section 2(d)(i), (ii) or (iii), as applicable,  provided that no
such  delivery may be made if the Company  shall  object in a written  statement
(the  "Company  Notice")  to the claim made in the Claim  Certificate,  and such
statement  shall have been  delivered  to the Escrow  Agent,  with a copy to the
Investor,  prior to the  expiration of such 15-day period.  Notwithstanding  the
foregoing,  with respect to Section 2(d)(i),  the Company may only object if (A)
all the shares of Common Stock  issuable  upon  conversion of Series B have been
delivered pursuant to Section 14 of the Certificate of Designations, Preferences
and Rights for the Series B, or (B) sufficient payment has been made pursuant to
such Section 14, and no other  objection by the Company shall be recognized  for
purposes of this  Section  2(e)(i).  In the case of any claims made  pursuant to
Section  2(d)(ii) prior to the 2005  Performance  Determinate  Date, such 15-day
period  shall  not be  deemed  to  commence  until  the day  following  the 2005
Performance Determinate Date.

      (ii) In case the  Company  shall  object in writing to any claim or claims
made in any Claim  Certificate,  the Company and the Investor  shall  attempt in
good faith to agree upon the rights of the  respective  parties  with respect to
each of such  claims.  If the  Company  and the  Investor  should  so  agree,  a
certificate  setting forth such  agreement  shall be prepared and signed by both
parties and shall be  furnished to the Escrow  Agent.  The Escrow Agent shall be
entitled  to rely on any  such  certificate  and  distribute  Escrow  Shares  in
accordance with the terms thereof.

      (iii) If no such agreement is reached within 15 days following  receipt by
the Escrow Agent of the Company  Notice,  either the Company or the Investor may
demand  arbitration of the matter unless, in the case of Section  2(d)(ii),  the
amount  of the  Liability  related  to the  Adverse  Consequence  is at issue in
pending  litigation with a third party, in which event  arbitration shall not be
commenced until such amount is ascertained or both parties agree to arbitration;
and in either such event the matter shall be settled by arbitration  pursuant to
Section 9(o) of the Stock Purchase  Agreement;  and,  further,  any non-disputed
portion of the Escrow Shares subject to a Claim  Certificate  shall be delivered
in accordance with Section 2(d).

      (f) Release from Escrow Fund. Unless a claim is pending in accordance with
Section  2(d) or (e),  the Escrow  Agent shall  distribute  to the  Holders,  as
applicable,  within five business days following the Expiration Date, all Escrow
Shares remaining in the Escrow Fund as of their applicable  Expiration Date, net
of applicable withholding taxes with respect to dividends or other distributions
pursuant to Section  2(c),  in  accordance  with Exhibit A. For purposes of this
Agreement, "Expiration Date" shall mean:

      (i) with  respect  to the  Certificate  Shares  (but not any Claim  Shares
included  therein),  the satisfactions of the conditions set forth in Section 14
of the Certificate of Designations, Preferences and Rights for the Series B; and

      (ii) with  respect to the Claim  Shares,  the second  anniversary  of this
Agreement with respect to all Claim Shares remaining in the Escrow Fund.

If a claim is pending at and as of an  Expiration  Date,  the Escrow Agent shall
withhold from such  distribution  to the Holders only such portion of the Escrow
Fund as is necessary to satisfy any unsatisfied claim until all such claims have
been resolved  pursuant to Section 2(e),  and, as promptly as practicable  after
the Expiration  Date,  distribute all remaining assets in the Escrow Fund to the
Holders.

                                       6
<PAGE>

      (g) No  Encumbrance.  The  Escrow  Fund  shall be held as a trust fund and
shall not be subject to any  Encumbrance,  trustee process or any other judicial
process  of any  creditor  of any  party  hereto.  Except  as  provided  in this
Agreement,  no Escrow Shares or any beneficial interest in the Escrow Shares may
be pledged, sold, encumbered, assigned or transferred, including by operation of
law,  by a Holder or be taken or  reached by any legal or  equitable  process in
satisfaction of any debt or other  liability of a Holder,  prior to the delivery
to such Holder of the Escrow  Shares by the Escrow  Agent,  except as  otherwise
contemplated by this Agreement or the Stock Purchase Agreement.

      3. THE ESCROW AGENT; LIMITATION OF THE ESCROW AGENT'S LIABILITY;  FEES AND
EXPENSES.

      (a) The Escrow Agent is hereby  appointed  depositary and escrow agent for
the Parties with respect to the Escrow Funds.

      (b) The  Escrow  Agent is not a party  to,  nor is it bound by nor need it
give any  consideration  to the terms or provisions of, any agreement  among the
Parties other than this Agreement.  The only duties and  responsibilities of the
Escrow  Agent  hereunder  shall be to hold the  Escrow  Funds  as  escrow  agent
according to the terms and  provisions  of this  Agreement and to dispose of and
deliver the Escrow Funds as provided in this Agreement.

      (c) The  Escrow  Agent  shall  be  indemnified  and held  harmless  by the
Investors and the Holders, from and against any and all liability, including all
expenses  reasonably incurred in its defense, to which the Escrow Agent shall be
subject  by  reason  of  any  action  taken  or  omitted  or any  investment  or
disbursement of any part of the Escrow Fund made by the Escrow Agent pursuant to
this Agreement,  except as a result of the Escrow Agent's willful  misconduct or
material  breach  of  this  Agreement,   provided,   however,   that  under  all
circumstances,  Escrow Agent shall be given notice of any alleged breach of this
Agreement and the  reasonable  opportunity  to cure such alleged  breach,  which
under all circumstances  shall not be less than ten (10) business days following
receipt of notice.  The reasonable costs and expenses of enforcing this right of
indemnification shall also be paid by the Company and the Holders. This right of
indemnification shall survive the termination of this Agreement, and the removal
or resignation of the Escrow Agent.

      (d) The  Escrow  Agent  undertakes  to  perform  only  such  duties as are
specifically  set forth in this  Agreement,  and the Escrow  Agent  shall not be
liable except for the performance of such duties as are  specifically  set forth
in this Agreement, provided, however, that under all circumstances, Escrow Agent
shall be given notice of any alleged breach of this Agreement and the reasonable
opportunity to cure such alleged breach, which under all circumstances shall not
be less than ten (10) business days following receipt of notice,  and no implied
covenants or obligations  shall be read into this  Agreement  against the Escrow
Agent.  The Escrow Agent may consult with counsel (of its choice)  regarding any
of its duties or  obligations  hereunder,  and shall be fully  protected  in any
action  taken in good faith in  accordance  with such  advice.  The Escrow Agent
shall be fully protected in acting in accordance  with any written  instructions
given to it  hereunder  and  believed by it to have been  executed by the proper
party or  parties.  The Escrow  Agent's  duties  shall be  determined  only with
reference to this Agreement,  the Stock Purchase  Agreement,  the Certificate of
Designations,  Preferences and Rights for the Series B and applicable  Laws. The
Escrow Agent is not charged with any duties or  responsibilities  in  connection
with any other documents or agreements.

      (e)  Fees  are  payable  in  advance  as  compensation  for  the  ordinary
administrative services to be rendered hereunder and the Company and the Holders
agree  to pay all the fees and  expenses  of the  Escrow  Agent,  including  the
indemnity  provided in Section 3(c) hereof.

                                       7
<PAGE>

      (f) It is understood and agreed that in the event any  disagreement  among
the parties hereto results in adverse claims or demands being made in connection
with the Escrow Fund, or in the event the Escrow Agent in good faith is in doubt
as to what action it should take  hereunder,  the Escrow  Agent shall retain the
Escrow Fund until the Escrow Agent shall have received (i) an enforceable  final
order of a court of  competent  jurisdiction  which is not  subject  to  further
appeal  directing  delivery of the Escrow Fund  (including a final order entered
following  arbitration pursuant to Section 9(o) of the Stock Purchase Agreement)
or (ii) a written agreement executed by the applicable Investors and the Company
directing  delivery  of the Escrow  Fund,  in which  event  Escrow  Agent  shall
disburse the Escrow Fund in accordance  with such order or agreement.  Any court
order  referred  to in (i) above  shall be  accompanied  by a legal  opinion  of
counsel for the presenting party  satisfactory to the Escrow Agent to the effect
that said court  order is final and  enforceable  and is not  subject to further
appeal. The Escrow Agent shall act on such court order and legal opinion without
further question.  Notwithstanding the foregoing, if Escrow Agent is in doubt or
remains unsure of what action it should take hereunder,  Escrow Agent shall have
the  right  to  file an  interpleader  action  and  interplead  into a court  of
competent  jurisdiction  the Escrow  Shares and all  documents  and  instruments
evidencing,  pertaining  or  relating  to the Escrow  Shares and any other item,
instrument or document held in or subject to the Escrow Fund and thereby  Escrow
Agent shall be released of its duties,  responsibilities and obligations arising
hereunder.

      (g) The  Escrow  Agent may  resign at any time by  giving  written  notice
thereof to the other parties hereto.  Such resignation shall become effective 10
business  days  following  the  receipt of such  notice and Escrow  Agent  shall
deliver, within 10 business days after the effectiveness of its resignation, the
Escrow  Shares and all items,  documents  and  instruments  held pursuant to the
Escrow Fund to its successor  Escrow Agent.  If an instrument of acceptance by a
successor  Escrow Agent shall not have been delivered to the Escrow Agent within
10 business days after the giving of such notice of  resignation,  the resigning
Escrow  Agent may,  at the expense of Company and the  Investors,  petition  any
court of competent jurisdiction for the appointment of a successor Escrow Agent.
Subject to Section 3(f) hereof,  if any property  subject  hereto is at any time
attached,  garnished  or levied  upon,  under any  court  order,  or in case the
payment, assignment, transfer, conveyance or delivery of any such property shall
be stayed or  enjoined  by any court  order,  or in case any order,  judgment or
decree shall be made or entered by any court  affecting  such  property,  or any
part thereof, then in any of such events, the Escrow Agent is authorized, in its
sole discretion,  to rely upon and comply with any such order, writ, judgment or
decree,  which it is advised by legal  counsel (of its own  choosing) is binding
upon it, and if it complies  with any such order,  writ  judgment or decree,  it
shall not be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, even though such order, writ, judgment
or  decree  may be  subsequently  reversed,  modified,  annulled,  set  aside or
vacated.

      4. COMPANY AS  REPRESENTATIVE.  As of the date hereof, and without further
act of any Party, the Company is hereby appointed as the  representative for and
on behalf of each Holder,  to give and receive  notices and  communications,  to
authorize  delivery to the Investors of Escrow Shares in  satisfaction of claims
by the Investors,  to object to such deliveries,  to agree to, negotiate,  enter
into  settlements  and  compromises  of, and demand  arbitration and comply with
orders of courts and awards of arbitrators  with respect to such claims,  and to
take all actions necessary or appropriate in the judgment of the Company for the
accomplishment  of the  foregoing.  Subject to Section  2(e),  the Company shall
issue such certificates for such  denominations of Escrow Shares to be delivered
to any Investor  pursuant to Section 2(d) in accordance with  instructions in an
Investor's  certificate,  from the Escrow Agent or from CA, as representative of
the Investors.  A decision,  act, consent or instruction of the Company relating
to the Escrow Fund shall  constitute a decision of, and shall be final,  binding
and

                                       8
<PAGE>

conclusive upon, each of the Holders, and the Escrow Agent and the Investors may
rely upon any such decision, act, consent or instruction of the Company as being
the decision,  act, consent or instruction of each such Holders.  In the absence
of bad faith,  the Escrow Agent and the Investors  are hereby  relieved from any
Liability  to any  person  for any acts  done by them in  accordance  with  such
decision, act, consent or instruction of the Company.

      5.  NOTICES.  Any  certificate  or other  notice to any party hereto given
pursuant to this Agreement shall be given by fax, first-class mail or nationally
recognized  express  overnight  courier delivery  service  addressed as follows.
Notices shall not be deemed to be given until actually received.

      If to the Escrow Agent:

            Gateway National Bank, N.A.
            12655 N. Central Expressway, Suite 100
            Dallas, Texas 75243
            Attention: Billie McGuire
            Telephone No.: (972) 913-3122
            Facsimile No.: (972) 931-3100
            E-mail: bmcguire@gatewaybank.com

            with a copy (which shall not constitute notice) to:

            John C. Shackelford
            Shackelford, Melton & McKinley, LLP
            3333 Lee Parkway
            Tenth Floor
            Dallas, Texas 75219
            Telephone No.: (214) 780-1400
            Facsimile No.: (214) 780-1401
            E-mail: jshack@shacklaw.net

      If to the Investors:

            c/o Chinamerica Fund, L.P.
            2909 St. Andrews Drive
            Richardson, Texas 75082
            Attention: Christopher Efird
            Telephone No.: (972) 690-1177
            Facsimile No.: (972) 690-1306
            E-mail: Chris@efirdonline.com

            with a copy to  counsel  for CA  (which  shall  not  constitute
            notice) to:

            Baker & McKenzie LLP
            Pennzoil Place, South Tower
            711 Louisiana, Suite 3400
            Attention: Jonathan B. Newton
            Telephone No.: (713) 427-5000
            Facsimile No.: (713) 427-5099
            E-mail: Jonathan.B.Newton@Bakernet.com

                                       9
<PAGE>

      If to the Company, Dalian Fushi or any of the Series A Holders:

            Parallel Technologies, Inc.
            558 Lime Rock Road
            Lakeville, Connecticut 06039
            Attention:  John D. Kuhns
            Telephone No.:  860-435-7000
            Facsimile No.:  860-435-6540
            E-mail: jdkuhns@kuhnsbrothers.com

            with a copy (which shall not constitute notice) to:

            Guzov Ofsink, LLC
            600 Madison Avenue, 14th Floor
            New York, New York  10022
            Attention:  Darren L. Ofsink
            Telephone No.: (212) 371-8008
            Facsimile No.:  (212) 688-7273
            E-mail: dofsink@golawintl.com

      6. INCORPORATION BY REFERENCE OF PORTIONS OF THE STOCK PURCHASE AGREEMENT.
The  parties  agree that the terms of Section  2(c)(i)  and  Section 8 the Stock
Purchase   Agreement  and  Section  14  of  the  Certificate  of   Designations,
Preferences  and Rights for the Series B shall be deemed to be  incorporated  by
reference  in this  Agreement  as if such  Sections  had been  set  forth in its
entirety herein. Notwithstanding the immediately preceding sentence, the parties
agree that the Escrow  Agent's  fees and expenses  shall be governed  under this
Agreement. The parties acknowledge that the administration of the Escrow Fund by
the Escrow Agent will require  reference to both the terms of this  Agreement as
well as the terms of such Escrow Provisions In the event of any conflict between
this  Agreement  and  the  Escrow  Provisions,  the  provisions  of  the  Escrow
Provisions shall govern.

      7. GENERAL.

      (a)  Controlling  Law;  Venue.  This  Agreement  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 Agreement, 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  Agreement  may be served on any Party  anywhere  in the
world.  Notwithstanding the foregoing,  nothing in this Agreement shall preclude
the Investors the right to commence  Proceedings  relating to this  Agreement in
any foreign jurisdiction, including the People's Republic of China.

      (b) 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

                                       10
<PAGE>

the prior  written  approval  of the other  Parties  adversely  affected by such
assignment;  provided,  however,  that any Investor may assign any or all of its
rights and interests hereunder to one or more of its Affiliates. Notwithstanding
the foregoing,  for purposes of this Agreement the term "Investor" shall include
any transferees of an Investor's Series B shares.

      (c)  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.

      (d) Entire Agreement. Subject to Section 6, this Agreement 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)  Waivers.  No amendment of any  provision of this  Agreement  shall be
valid  unless the same shall be in writing and signed by the Company (for itself
and on behalf of the Holders),  CA and Investors  representing a majority of the
outstanding  Shares then held by Investors.  The  Investors and the Holders,  as
applicable,  may waive any  condition  or any  breach of any  provision  of this
Agreement.  No waiver by any party of any such  condition or breach,  in any one
instance,  will be  deemed  to be a  further  or  continuing  waiver of any such
condition  or breach or a wavier of any other  condition  or breach of any other
provision contained in this Agreement.

(f)  Amendment.  Except  for the right of the  Escrow  Agent to amend  Exhibit A
pursuant to Section 2(b), this Agreement may be amended with the written consent
of the Investors, the Escrow Agent and the Holders;  provided,  however, that if
the Escrow Agent does not agree to an amendment agreed upon by the Investors and
the Holders,  the Investors  will appoint a successor  Escrow Agent  (reasonably
acceptable to the Holders)  which shall become the  successor  Escrow Agent upon
delivery to the then current Escrow Agent of an instrument of acceptance of such
appointment by such successor Escrow Agent.

               (Remainder of page intentionally left blank)







                                       11


<PAGE>


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

                                    GATEWAY NATIONAL BANK, N.A.
                                    as Escrow Agent

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


                                    PARALLEL TECHNOLOGIES, INC.

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


                                    SERIES A CONVERTIBLE PREFERRED
                                    SHAREHOLDERS:

                                    DALIAN FUSHI ENTERPRISE GROUP CO.


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



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


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


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


                  (Signatures continue on following page)

                                       12
<PAGE>

                                    DALIAN FUSHI BIMETALLIC MANUFACTURING
                                    COMPANY, LTD.

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


                  (Signatures continue on following page)



























                                       13
<PAGE>

                                    THE INVESTORS

                                    CHINAMERICA FUND, LP


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


                                    CHINAMERICA  DALIAN FUSHI  ACQUISITION, LLC

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


                  (Signatures continue on following page)

























                                    14

<PAGE>

                                    BARRON PARTNERS LP


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



                  (Signatures continue on following page)




























                                       15
<PAGE>


                                    RENAISSANCE US GROWTH INVESTMENT TRUST


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


                  (Signatures continue on following page)

























                                       16

<PAGE>

                                    BFS US SPECIAL OPPORTUNITIES TRUST PLC


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



                  (Signatures continue on following page)
























                                       17
<PAGE>

                                    LAKE STREET FUND LP


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





                  (Signatures continue on following page)































                                       18
<PAGE>

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


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




                  (Signatures continue on following page)



























                                       19

<PAGE>
                                    ------------------------------------------
                                    John Peter Selda




                  (Signatures continue on following page)






























                                       20

<PAGE>

                                    MIDSOUTH INVESTOR FUND LP



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



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





                  (Signatures continue on following page)































                                       21

<PAGE>

                                    POPE ASSET MANAGEMENT LLC


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



































                                       22
<PAGE>

                                    EXHIBIT A

                        HOLDERS' ACCOUNTS FOR ESCROW FUND
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                                                               PERCENTAGE
                                                                                INTEREST
          HOLDER                    NUMBER AND TYPE OF ESCROW SHARES(1)        OF ESCROW
                                                                                 FUND(2)
-------------------------------------------------------------------------------------------
<S>                             <C>                                            <C>
  Dalian Fushi Bimetallic       20,000,000 shares of Common Stock (81,542.79      0.55%
  Manufacturing Company                   following reverse split)
-------------------------------------------------------------------------------------------
                                  654,688.64 shares of Series A Convertible
  Dalian Fushi Enterprise         Preferred Stock (12,915,997.42 shares of        87.27%
  Group Co.                        Common Stock issuable upon conversion)
-------------------------------------------------------------------------------------------
                                  74,625.40 shares of Series A Convertible
  Yue Yang                     Preferred Stock (1,472,244.09 shares of Common     9.94%
                                       Stock issuable upon conversion)
-------------------------------------------------------------------------------------------
                                  12,238.57 shares of Series A Convertible
  Xishan Yang                   Preferred Stock (241,448.03 shares of Common      1.63%
                                       Stock issuable upon conversion)
-------------------------------------------------------------------------------------------
                                   4,701.40 shares of Series A Convertible
  Chunyan Xu                     Preferred Stock (92,751.38 shares of Common      0.62%
                                       Stock issuable upon conversion)
-------------------------------------------------------------------------------------------
  Total                             14,800,000.95 shares of Common Stock(3)        100%
-------------------------------------------------------------------------------------------
</TABLE>





-----------------------------------

(1)   Includes  Common Stock  issuable  upon  conversion of Series A Convertible
      Preferred Stock, which is based on conversion rate following the Company's
      contemplated  245.27 for 1 Common  Stock  reverse  split (as  provided  in
      Section 14 of the Certificate of Designations,  Preferences and Rights for
      the Series B).

(2)   Percentage interests based on post-reverse split.

(3)   Assuming  conversion  of all  Series A  Convertible  Preferred  Stock  and
      post-reverse split.

                                       23

<PAGE>

                                    EXHIBIT F

                             (Intentionally Omitted)



                                      F-1

<PAGE>

                                    EXHIBIT G

                             (INTENTIONALLY OMITTED)





                                       G-1

<PAGE>

                                    EXHIBIT H

                              FINANCIAL STATEMENTS

                             (Included in Form 8-K)





                                       H-1
<PAGE>

                                    EXHIBIT I

                            RESTRUCTURING AGREEMENTS

              (Included as Exhibits 10.2 through 10.8 of Form 8-K)




                                       I-1
<PAGE>

                                    EXHIBIT J

                                 USE OF PROCEEDS

                          (See Exhibit 4.4 of Form 8-K)





                                       J-1
<PAGE>

                                    EXHIBIT K

                              FUNDS FLOW STATEMENT

                         (See Exhibit 4.4 of Form 8-K)




                                       K-1
<PAGE>

                                    EXHIBIT L

                             (INTENTIONALLY OMITTED)




                                       L-1