STOCK PURCHASE AGREEMENT



                  This STOCK PURCHASE AGREEMENT (this "Agreement"), is effective

as of July 30, 2005, and is entered into by and among WORLD FITNESS SALES, a

Cayman Island corporation ("Seller"), and GOODWAY HOLDING CO, ("Purchaser").



                                    RECITALS:



                  A. Seller is the owner of seventy percent (70%) of the issued

and outstanding shares of capital stock and related equity interests (the

"Shares") of Xiamen Cowell Industrial, Ltd, a company incorporated under the

laws of The People's Republic of China (the "Company"); and



                  B. Purchaser desires to purchase from Seller, and Seller

desires to sell to Purchaser, all of the Shares, subject to the terms and

conditions of this Agreement.



                  NOW, THEREFORE, in consideration of the foregoing and the

representations, warranties, covenants and agreements set forth herein, and

other good and valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, the parties, intending to be legally bound hereby, agree as

follows:



                               ARTICLE I



                PURCHASE AND SALE; REPURCHASE OPTION



                  SECTION 1.1 Purchase and Sale. Upon the terms and subject to

the conditions set forth in this Agreement, Seller hereby sells, assigns,

transfers and delivers to Purchaser, and Purchaser hereby purchases from Seller,

the Shares, free and clear of all options, pledges, security interests, liens or

other encumbrances or restrictions on voting or transfer ("Encumbrances"), other

than restrictions imposed by Federal, state or other governmental securities

laws (and other than restrictions that will be imposed following the

consummation of the transactions contemplated hereby pursuant to Section 1.4

hereof).



                  SECTION 1.2 Purchase Price. Subject to the terms and

conditions set forth in this Agreement, in reliance on the representations,

warranties, covenants and agreements of the parties contained herein and

inconsideration of the sale, assignment, transfer and delivery of the Shares,

Purchaser shall pay to Seller the sum of Ten Million Fourteen and 57/100 Dollars

($10,000,014.57) (the "Purchase Price"), the receipt and sufficiency of which is

acknowledged by Seller. The Purchase Price shall be paid through the

satisfaction in full of, and irrevocable and unconditional release of all claims

for payment in respect of, all amounts due from Seller to Purchaser with respect

to the invoices set forth on Exhibit A hereto (the "Accounts").



                  SECTION 1.3 Closing.



                  (a) Contemporaneously with the execution of this Agreement,

Seller shall deliver or cause to be delivered to Purchaser a stock certificate

evidencing the Shares duly endorsed in blank or accompanied by stock powers duly

executed in blank.



                  (b) Purchaser's execution of this Agreement shall constitute

its satisfaction in full of, and irrevocable and unconditional release of all

claims for payment in respect of, all amounts due from Seller to Purchaser with

respect to the Accounts, and, at such time, all such Accounts shall be deemed

paid in full.



                  SECTION 1.4 Repurchase Option and Right of First Refusal. As a

material inducement to Seller to enter into this Agreement, the parties hereby

covenant and agree (a) within forty-five (45) days from the date hereof to

negotiate in good faith the execution and delivery of an agreement with respect

to the granting of an option (the "Option") to Seller to repurchase the Shares

on such terms and for such price as the parties shall agree and provide for in

the Option, if, as, and when executed, and (b) the Purchaser hereby grants to

the Seller a right of first refusal on any of transfer, sale or other

disposition of the Shares by Purchaser and agrees in the case of any such

transfer to give the Seller not less than thirty days notice (the "Notice

Period") of any such proposed sale of the Shares by the Purchaser together with

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