AGREEMENT AND PLAN OF REORGANIZATION





         This Agreement and Plan of Reorganization (this "Agreement") is entered

into as of the 12th day of March 2003, by and among JUPITER ENTERPRISES, INC., a

Nevada corporation ("JPTR"); BEIJING BLUESKY KSPAN STEEL CONSTITUTION COMPANY

LTD., a Chinese corporation ("BLUESKY"); and the shareholders of BLUESKY

identified on the signature page hereto ("BLUESKY Shareholders").



                                    RECITALS



         WHEREAS, BLUESKY Shareholders own 100% of the issued and outstanding

shares of BLUESKY; and



         WHEREAS, JPTR desires to acquire all of the issued and outstanding

shares of BLUESKY owned by BLUESKY Shareholders, and BLUESKY Shareholders desire

to exchange all of their shares of BLUESKY for an aggregate of 65 million shares

of JPTR restricted common stock.



         WHEREAS, as a result of the above-referenced transactions, JPTR will

own 100% of the outstanding stock of BLUESKY, and BLUESKY will be a wholly-owned

subsidiary of JPTR.



         NOW, THEREFORE, for and in consideration of the mutual covenants and

representations and warranties contained herein and other good and valuable

consideration, the receipt of which is hereby acknowledged, JPTR, BLUESKY and

BLUESKY Shareholders agree as follows:



1. THE REORGANIZATION.



         1.1 Acquisition. At the Closing (as defined in section 3, below), JPTR

shall acquire from BLUESKY Shareholders and BLUESKY Shareholders shall sell,

transfer, assign and convey to JPTR 100% of all the issued and outstanding

shares of BLUESKY (the "BLUESKY Shares"), in exchange for 65 million shares of

JPTR's common stock (the "JPTR Shares"). JPTR shall cause to be issued 65

million shares to BLUESKY Shareholders immediately upon execution of this

Agreement. The JPTR Shares to be issued to BLUESKY Shareholders shall have the

rights, restrictions and privileges set forth in JPTR's Articles of

Incorporation and in the stock certificates therefor. Upon the Closing, BLUESKY

shall become a wholly-owned subsidiary of JPTR.



         1.2 Taxes. It is the intent of the parties that this reorganization

will constitute a tax-free reorganization within the meaning of Section 368(a)

of the Internal Revenue Code of 1986, as amended. Each party shall be

responsible for and shall pay any and all taxes, charges or fees attributable to

such party, including individual state and federal income taxes, arising out of,

or by reason of, the exchange of JPTR Shares for the BLUESKY Shares, or

otherwise in connection with the transactions contemplated hereby. Each party

hereto represents and warrants that it has relied solely on the opinions or

advice of its own professional advisors with respect to the tax consequences of

this transaction, if any, and has not relied on the opinions or advice of the

other parties or its professional advisors in any way with respect to the tax

consequences of this transaction.



2. CHANGE IN MANAGEMENT OF JPTR. By execution of this Agreement, Wu Zhenxing

shall be appointed to serve as Chairman, Chief Executive Officer and a Director

of JPTR.



3. CLOSING. The closing of the reorganization and the transactions contemplated

in this Agreement (the "Closing") shall be deemed to take place upon execution

of this Agreement by all of the parties hereto, whereupon the BLUESKY

Shareholders shall be deemed to have accepted delivery of the certificates of

JPTR Shares to be issued in their names, and in connection therewith, shall make

delivery of their BLUESKY Shares to JPTR.



         3.1 Closing and Delivery of Shares. Closing shall occur upon execution

of this Agreement, whereupon BLUESKY Shareholders shall deliver their respective

certificates and/or other documents







                                                                     Page 1 of 7

<PAGE>





representing the BLUESKY Shares duly endorsed in blank, free and clear of all

claims and encumbrances, to JPTR, and JPTR shall be irevocably obligated to

issue and deliver the JPTR Shares to the BLUESKY Shareholders. The JPTR Shares

shall be duly issued in the name of the BLUESKY Shareholders, and shall be duly

recorded on the books and records of JPTR. The names of the BLUESKY Shareholders

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC