STOCK PURCHASE AGREEMENT

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

     NOW COMES Delmer Fields (hereinafter referred to as “Purchaser”) and Trans-Industries, Inc. (hereinafter referred to as the “Company”), on the 8th day of June, 2005, and enter into the following agreement; to wit:

Background

     NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties do hereby agree as follows; to wit:

I. Definitions

1.1      “Common Stock” shall mean the common stock of Trans-Industries, Inc.

1.2      “Company” shall mean Trans-Industries, Inc., a Delaware corporation.

1.3      “Profit Sharing Plan” shall mean the Trans-Industries, Inc. Profit Sharing Plan.

1.4      “Purchaser” shall mean Delmer Fields, or his individual retirement account (“IRA”), or other similar retirement or deferred compensation account.

II. Purchase of Shares of Common Stock

2.1      Cumulative Purchase Price . The Company agrees to sell, and Purchaser agrees to purchase the Company’s common stock (the “Common Stock”) having a cumulative value of Four Hundred Thousand ($400,000.00) Dollars.

2.2      Share Purchase Price . The per share purchase price of the Common Stock sold hereunder shall be the higher of (1) the average purchase price of the stock as listed on the Nasdaq exchange, or other equivalent exchange, for the 30-day period preceding the Closing Date; or (2) the listed closing price on the day before the Closing Date.

III. Conditions Precedent to Purchaser’s Obligation to Purchase

3.1      Distribution from the Company’s Profit Sharing Plan . Purchaser’s obligation to purchase the Common Stock hereunder is expressly contingent upon distribution of Purchaser’s vested beneficial interest in the Company’s Profit Sharing Plan.

IV. Time of Sale

4.1      Time of Sale . The sale of the Common Stock contemplated hereunder shall occur on the date that the Company’s Profit Sharing Plan makes its distribution/roll over to Purchaser hereunder, or as soon thereafter as practicable.

V. The Closing Actions

5.1      The Closing . The consummation of the purchase and sale of the Common Stock and the other transactions and deliveries contemplated by this Agreement (the “Closing”) shall take place at the office of the Company located at 1780 Opdyke Court, Auburn Hills, Michigan 48326 on the date that the Company’s Profit Sharing Plan makes its distribution/roll over to Purchaser hereunder, or as soon thereafter as practicable (the “Closing Date”).

VI. Registration Rights

6.1      Registration Rights . The Company shall grant registration rights to the Purchaser with regard to the Common Stock purchased by him hereunder. The cost of registration shall be paid by the Company and shall occur as soon as practicable. The term “Registration” refers to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and a declaration or ordering of effectiveness of such registration statement or document. The Purchaser has been informed that the Company may not be able to maintain its current National Securities Exchange or automated quotation system upon which shares of the Common Stock are currently listed. The obligation to register shall be nullified in the event that the Company’s Common Stock does not meet the applicable requirements to be listed on a National Securities Exchange or automated quotation system (which shall be defined to include NASDAQ Small Cap, Bulletin Board, and Pink Sheets).

VII. Representations and