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                                                                    EXHIBIT 10.1


                  [MACHINERY ACQUISITIONS INTERNATIONAL, INC.]

May 19, 2000



Total Building Systems, Inc.
6250 N. Houston Rosslyn Road
Houston, Texas 77091

Attention: Charlie McPhail, President


Dear Mr. McPhail:

This letter will confirm our agreement for the purchase by Machinery
Acquisitions International, Inc. (MAI) of Houston, Texas, of all of the tangible
personal property (TPP) of Total Building Systems, Inc. and Texas TBS (jointly
and severally hereinafter known as TBS) located at the TBS facility at 6250 N.
Houston Rosslyn Road, Houston, Texas, and hereinafter known as the Facility,
(with the exception of those set out on Exhibit A attached hereto) together with
all of the tangible personal property assets at TBS's plant on 15630 Jacintoport
Blvd. in Houston, Texas, which assets TBS will immediately deliver to the
Facility. Our agreement is set forth in the numbered paragraphs below.

1.       MAI will purchase all of said assets ("Assets") which Assets have been
         inspected by Mr. Skip Bradley.

2.       The total purchase price for the Assets is $265,000 payable by
         cashier's check or wire transfer of funds to TBS in full by May 15,
         2000, or by a portion of said amount being paid on said date or at said
         future date to TBS's secured creditors as it may designate. Upon such
         payment (or payments) being made in full TBS shall execute and deliver
         to MAI a bill of sale in the form attached hereto.

3.       The parties further understand and agree that MAI may take possession
         of the Assets immediately upon said payment for the same and the risk
         of loss including theft of the Assets together with any responsibility
         and liability for being in control of the same will pass from TBS to
         MAI at the time of said payment.

4.       In connection with MAI's conducting public and private sales, it will
         use Plant & Machinery, Inc. (PMI) of Houston, Texas, as its auctioneers
         and PMI will supply to TBS upon the execution of this document
         certificate evidence of insurance coverage for general and product
         liability showing TBS being added as an additional insured on PMI's
         policies in the amount of $11,000,000.






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5.       TBS agrees that MAI and PMI employees will have expense free access to
         the areas of the Facility where the Assets are located for the purpose
         of preparing and lotting the Assets for sale and their customers shall
         have similar access for inspections to be conducted and escorted by MAI
         and PMI personnel. Similar access to the Facility shall be available
         for the proper removal of goods sold. The total process is to take
         place and be completed by July 31, 2000.

6.       MAI HAS INSPECTED THE ASSETS PRIOR TO PURCHASE AND ACKNOWLEDGES THAT
         THE ASSETS ARE BEING PURCHASED "AS IS" AND "WHERE IS" AND THAT EXCEPT
         AS PROVIDED IN THE NEXT SENTENCE, TBS MAKES NO REPRESENTATION,
         GUARANTEE OR WARRANTY, EXPRESSED OR IMPLIED, OF ANY KIND WITH RESPECT
         TO THE ASSETS, INCLUDING ANY WARRANTY AS TO CONDITION, FITNESS FOR ANY
         USE, OR MERCHANTABILITY. TBS expressly warrants that good, merchantable
         and marketable title to the Assets is being sold to MAI, free and clear
         of any liens, claims or encumbrances of any kind whatsoever including
         without limitation security interests, tax liens or charges, statutory
         liens, the liens of any judgements or decrees and the rights of former
         owners.

7.       It is agreed to and understood by the parties hereto that MAI is
         purchasing nothing containing PCB's or other hazardous or toxic waste,
         and any responsibility for the disposal of the same lies with parties
         other than PMI or MAI. PMI and MAI know of no such problem existing at
         this time. MAI shall also have a right to abandon unsold items after
         the auction.

8.       PMI hereby agrees with MAI to handle all facets of the auction sale
         including but not limited to the following:

         a.       PMI will provide an on-site sale coordinator who will with the
                  assistance of others conduct the final cleanup, preparation
                  and merchandising of the Assets for sale. We are anticipating
                  that the process will take place over a 2-week period. PMI
                  people will also oversee the check-out of items sold after the
                  sale. The total process including removal will be completed
                  approximately two weeks after the auction date.

         b.       During the preparation period PMI will engage in tagging,
                  numbering and describing the various lots to be auctioned. PMI
                  will assume the responsibility for the dictation and
                  preparation of






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                  all computer entries of lot numbers and lot descriptions which
                  will then be used by PMI computers to prepare advertising, to
                  print catalogues for use at the sale and also to print
                  invoices to all buyers.

         c.       PMI advertising people will photograph the Assets, gather
                  detailed descriptions and assemble other pertinent information
                  for auction brochures and advertising.

         d.       Advertising will include color brochures to be mailed to
                  potential customers. PMI will place advertisements in trade
                  journals, newspapers and other applicable publications on a
                  regional and national basis.

         e.       PMI further will engage in a telephone marketing campaign in
                  order to provide a personal touch to invitations for
                  attendance to the most serious bidders, and further, this
                  helps obtain as many "phone-in-bids" as are possible prior to
                  the opening of the auction.

         f.       Several auctioneers and ring men will be provided on the sale
                  day as well as other support personnel for buyer registration,
                  credit checks, taping the auction to resolve disputes, etc.

         g.       PMI will collect all auction proceeds and applicable sales
                  taxes in a segregated bank account for this purpose. PMI
                  agrees that in return for TBS's consent to conduct the auction
                  at the Facility, PMI will isolate 65% of all proceeds (other
                  than the buyer's premium) received over the amount of $315,000
                  for the account of TBS and pay the same in full to TBS within
                  15 banking days after the auction. MAI hereby agrees to such
                  payment being made. The parties further agree that all of the
                  intangible interests of TBS's product lines are included in
                  MAI's purchase and in the auction and that the proceeds of the
                  same shall be a part of the aforesaid formula for payment by
                  PMI to TBS.

9.       Each party further represents that it is duly authorized to enter into
         this agreement and that the undersigned is duly authorized to execute
         the same on behalf of such party.






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10.      As a matter of Texas law, PMI is required to advise you that should you
         have any complaints to be made to the Texas Department of Licensing and
         Regulation in connection with this company or its auctioneers, said
         department's address and phone number is P.O. Box 12157, Austin, Texas,
         78711, (512) 463-2906.


Yours sincerely,
Machinery Acquisitions
International, Inc.                          Plant & Machinery, Inc.


/s/ Robert J. Braman                         /s/ Robert J. Braman
---------------------------------            ----------------------------------
BY: Robert Jay Braman, President,            BY: Robert Jay Braman, President



Agreed and Accepted:
Total Building Systems, Inc.



/s/ Charlie McPhail
------------------------------
BY: Charlie McPhail, President



RJB/dr D2406
Attachment


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                                    EXHIBIT A





1.       Gardner Denver Air Compressor

2.       Atlas Copco Air Compressor

3.       (2) Receiving Tanks For Compressed Air

4.       All Bridge Cranes

5.       All Components Of The Telephone System