Exhibit 10.1

STOCK PURCHASE
AGREEMENT

THIS
STOCK PURCHASE AGREEMENT (Agreement) is made and effective as of this 9th day of
April, 2007 (Effective Date) by and between City Capital Corporation, a
Nevada corporation (the Purchaser), with a principal business address of 2000
Mallory Lane, Suite 130-301, Franklin, Tennessee 37067, and Montreal Beneficial, Inc., a
Wyoming corporation (the Seller), with a principal business address of 14221
Dallas Parkway, Suite 1400, Dallas, Texas 75254.

WHEREAS,
Seller is the owner of record of Four Hundred Thousand (400,000) issued and outstanding
shares of capital common stock of Goshen Energy, Inc. (Goshen Shares), a
Nevada corporation (the Company); and

WHEREAS,
Purchaser is authorized to issue Two Hundred Thirty Five Million (235,000,000) shares of
its capital common stock; and

WHEREAS,
Purchaser desires to issue Seven Hundred Fifty Thousand (750,000) shares of its capital
common stock (City Capital Shares) to Seller as consideration for the
purchase of the Goshen Shares.

NOW,
THEREFORE, in consideration of the mutual premises, covenants, agreements,
representations, warranties and recitals contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

1.       
          Purchase and Sale of Shares. Subject to the terms and conditions of this
          Agreement and in consideration of the Purchase Price (defined below), Seller
          hereby sells, transfers and delivers to Purchaser the Goshen Shares consisting
          of Four Hundred Thousand (400,000) shares of common stock, NO par value per
          share, of the Company evidenced by Stock Certificate #3.

2.       
          Purchase Price. As consideration for the purchase of the Goshen Shares,
          Purchaser, as of the Effective Date hereof, hereby conveys to Seller the
          following: (i) the City Capital Shares; and (ii) an option to purchase not more
          than Three Million (3,000,000) shares of common stock of City Capital
          Corporation, as evidenced by that certain Stock Option Agreement of even date
          herewith, a copy of which is attached hereto as Exhibit A.

3.       
          Restriction on Transfer of City Capital Shares. Pursuant to Rule 144
          (a)(3) of the Securities Exchange Commission, shares acquired in a private
          placement transaction, such as the above mentioned City Capital Shares, are
          considered restricted shares and may not be sold in a public offering absent
          registration, or in the alternative, may not be sold or otherwise transferred

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prior to the expiration of an
appropriate holding period. Non-affiliates must wait one year after purchasing the
shares, after which time they may sell less than 1% of their outstanding shares each
quarter. For purposes of this Agreement, a Non-Affiliate shall be defined as
a person not having a relationship of control with the issuer of the shares.

4.              Representation
and Warranties of the Seller and the Company. The Seller                hereby
represents and warrants to Purchaser that:

(a)       
          Capitalization. As of the Effective Date, the authorized capital stock of
          the Company consists of One Hundred Million (100,000,000) shares of common stock
          at $.001 par value per share, One Million (1,000,000) of which are issued and
          outstanding. All of the Goshen Snares are duly authorized, validly issued, fully
          paid, and nonassessable. All of the Goshen Shares are owned of record by Seller.
          None of the Goshen Shares were issued or will be transferred under this
          Agreement in violation of any preemptive or preferential rights of any person or
          entity.

(b)       
          No Liens on Shares. Seller owns the Goshen Shares free and clear of any
          Hens, restrictions, security interests, claims, rights of another, or
          encumbrances, and none of the Shares are subject to any outstanding option,
          warrant, call, or similar right of any other person to acquire the same, and
          none of the Goshen Shares are subject to any restriction on transfer thereof
          except for restrictions imposed by applicable federal and state securities laws.

(c)       
          Due Organization. The Company is duly organized, validly existing, and in
          good standing under the laws of the State of Nevada and has foil corporate power
          and authority to carry on its business as now conducted. The Company is
          qualified to transact business in each jurisdiction in which the nature of its
          business or the ownership of its properties requires such qualification.

(d)       
          Claims and Proceedings. There are no actions, suits, legal or
          administrative proceedings or investigations pending or, to the best knowledge
          of Seller, threatened, against or relating to the Company, its officers,
          directors or employees, its properties, assets or business or the transactions
          contemplated by this Agreement, and neither Seller nor Company knows of, nor has
          any reason to be aware of, any basis for the same.

(e)       
          Taxes. Company has duly and timely filed with the appropriate United
          States, state and local government agencies, and with the appropriate political
          subdivisions thereof, all Tax Returns (as hereinafter defined) required to be
          filed in respect of any Taxes (as hereinafter defined), such Tax Returns are
          true, accurate and complete, and Company has paid or will pay in mil all Taxes
          which are due and payable. Company has made all withholding of Taxes required to
          be made under all applicable statutes and regulations and such withholdings have
          either been paid to the appropriate governmental agencies or set aside in
          accounts for such

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purposes or been accrued, reserved
against and entered upon the appropriate books of Company. The Company has not executed
any presently effective waiver or extension of any statute of limitations against
assessments and collection of Taxes. For purposes of this Agreement, the terms Tax or
Taxes shall mean all taxes, charges, fees, levies or other assessments,
including, without limitation, income, gross receipts, property, sales, use, transfer,
license, payroll, franchise, social security and unemployment taxes imposed or required
to be withheld and/or paid by the United States or any state, local, government or
subdivision or agency thereof; and such term shall include any interest, penalties and
additions to taxes. For purposes of this Agreement, the term Tax Return shall
mean any report, return, informational return or other information required to be
supplied to a taxing authority in connection with Taxes.

(f)              Undisclosed
Liabilities. Company does not have any material liabilities                (whether
absolute, accrued, contingent or otherwise), of a nature required to be
               reflected on a corporate balance sheet or disclosed in the notes thereto,
except                such liabilities which are accrued or reserved against in the most
recent                financial statements or disclosed in the notes thereto.

5.              Deliverables
of Seller and Company. The following documents shall be                delivered to
Purchaser upon the Effective Date hereof:

(a)        Seller
shall have delivered the stock certificate representing the Purchased
               Shares accompanied by a stock power duly executed in blank; and

(b)        Copies
of the resolutions of the board of directors of the Seller authorizing                the
execution, delivery and performance of this Agreement and the other
               agreements and instruments referred to herein.

6.              Deliveries
by Purchaser. The Purchaser shall deliver to Seller Stock                Certificates
evidencing the Sellers ownership of the City Capital Shares                and a
duly executed Stock Option Agreement.

7.              Indemnification.
The Seller shall indemnify and hold the Purchaser                harmless from and
against each of the following:

(a)       
          all liabilities and obligations of, or claims against, the Company and/or the
          Shares arising any time prior to or claimed to have occurred or been incurred
          prior to the execution hereof.

(b)       
          any damages or deficiencies resulting from any misrepresentations or breach of
          warranty by Seller under this Agreement.

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(c)        all
suits, proceedings, demands, assessments, judgments, costs and expenses,
               including reasonable attorneys fees, which may be imposed upon or
incurred                by or asserted against the Company incident to or arising out of
any action,                activity or operation of the Companys business prior to
and including the                execution hereof.

(d)        any
and all actions, suits, proceedings, claims, demands, assessments,
               judgments, costs and expenses, including without limitation, reasonable
               attorneys fees, incident to any of the forgoing provisions of this
paragraph;                provided, however* that Purchaser shall give Seller notice in
writing as soon as                practicable of any such action, suit, proceeding,
claim, demand or assessment                against Purchaser, and Seller shall have the
option, at its own cost and                expense, through counsel designated by it, to
defend any such action or claim.                Purchaser shall have the right (but not
the duty) to retain its own counsel and                participate in the defense of any
action or settlement of any such claim                undertaken by Seller.

(e)        Promptly
upon receipt by Purchaser of a notice of a claim by a third party which
               may give rise to a claim for indemnification, Purchaser shall give written
               notice thereof to Seller. If Seller gives to Purchaser an agreement in
writing,                in form satisfactory to Purchasers counsel, to defend such
claim, Seller                may, at his sole expense, undertake the defense against such
claim and may                contest or settle such claim on such terms, at such time and
in such manner as                Purchaser shall direct and Purchaser shall execute such
documents and take such                steps as may be reasonably necessary in the
opinion of counsel for Seller and                Purchaser to enable Seller to conduct
the defense of such claims. In any and all                events, each of the parties
hereto shall have such access to the records and                files of the other party
hereto relating to any such claim as may be reasonably                necessary to
effectively defend or participate in the defense thereof.

8.              Survival.
All statements, representations, warranties, indemnities,                covenants and
agreements made by each of the parties hereto shall survive the
               consummation of the transactions contemplated herein.

9.              Modifications.
Any amendment, change or modification of this Agreement                shall be void
unless in writing and signed by all parties hereto.

10.             Notifications.
All notices, requests, demands, or other communications                under this
Agreement shall be in writing. Notice shall be sufficiently given for                all
purposes as follows:

(a)        Personal
Delivery. When personally delivered to the recipient, a Notice           is effective
on delivery.

(b)       
          Electronic Mail. When sent via electronic mail, notice is effective on
          receipt, provided that the receiving party delivers a confirmation of receipt by
          any means acceptable hereunder.

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(c)        US
Electronic Post Courier Service. When sent via US Post CS, notice is
               effective upon receipt, if delivery is confirmed by US Post CS.

(d)        First-Class
Mail. When mailed first-class to the last address of the                recipient
known to the party giving notice, notice is effective three (3) mail                days
after deposit in a United States Postal Service office or mailbox.

(e)        Certified
Mail. When mailed certified mail, return receipt requested,                notice is
effective on receipt, if delivery is confirmed by a return receipt.

(f)        Overnight
Delivery. When delivered by private overnight delivery service                such as
Federal Express, Airborne, United Parcel Service, or DHL Worldwide
               Express, charges pre-paid or charged to the senders account, notice
is                effective on delivery, if delivery is confirmed by the delivery
service.

(g)        Facsimile
Transmission. When sent by facsimile to the last facsimile                number of
the recipient known to the party giving notice, notice is effective on
               receipt, provided that (a) a duplicate copy of the notice is promptly
given by                first-class or certified mail, or (b) the receiving party
delivers a written                confirmation of receipt. Any notice given by facsimile
shall be deemed received                on the next business day if it is received after
5:00 p.m. (recipients                time) or on a non-business day.

11.              Counterparts.
This Agreement may be executed in several counterparts,                each of which
shall be deemed an original but all of which counterparts                collectively
shall constitute one instrument

12.              Binding
Effect: Assignment. This Agreement shall be binding upon and                inure to
the benefit of Purchaser and Seller, their heirs, representatives,
               successors, and permitted assigns, in accordance with the terms hereof.
This                Agreement shall not be assignable by Seller without the prior written
consent of                Purchaser. This Agreement shall be assignable by Purchaser to
an affiliate of                Purchaser without the prior written consent of Seller.

13.              Entire
and Sole Agreement. This Agreement and the other schedules and
               agreements referred to herein, constitute the entire agreement between the
               parties hereto and supersede all prior agreements, representations,
warranties,                statements, promises, information, arrangements and
understandings, whether oral                or written, express or implied, with respect
to the subject matter hereof.

14.              Governing
Law: Jurisdiction: Venue. This Agreement is made pursuant to,                and
shall be construed in accordance with, the laws of the State of Nevada.

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15.       
          Preparation of Documents. This Agreement is the joint work product of the
          parties hereto, and in the event of any ambiguity herein, no inference shall be
          drawn against a party by reason of document preparation.

16.       
          Invalid Provisions. If any provision of this Agreement is deemed or held
          to be illegal, invalid or unenforceable, this Agreement shall be considered
          divisible and inoperative as to such provision to the extent it is deemed to be
          illegal, invalid or unenforceable, and in ail other respects this Agreement
          shall remain in full force and effect; provided, however, that if any provision
          of this Agreement is deemed or held to be illegal, invalid or unenforceable
          there shall be added hereto automatically a provision as similar as possible to
          such illegal, invalid or unenforceable provision and be legal, valid and
          enforceable. Further, should any provision contained in this Agreement ever be
          reformed or rewritten by any judicial body of competent jurisdiction, such
          provision as so reformed or rewritten shall be binding upon all parties hereto.

17.       
          Headings. The descriptive section headings are for convenience of
          reference only and shall not control or affect the meaning or construction of
          any provision of this Agreement.

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.

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| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | PURCHASER:
City Capital Corporation, a Nevada corporation
By: /s/ Ephren Taylor, Jr.
Ephren Taylor, Jr., President
SELLER:
Montreal Beneficial, Inc.
a Wyoming corporation
By: /s/ Terry Wilson
Its: President

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EXHIBIT ASTOCK OPTION
AGREEMENT

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# STOCK OPTION AGREEMENT

THIS
STOCK OPTION AGREEMENT (Agreement), is made effective as of this 9th day  of
May 2007 (Execution Date), among and between City Capital Corporation, a
Nevada corporation (Seller), and Montreal Beneficial, Inc., a Wyoming
corporation (Purchaser).

RECITALS

WHEREAS,
Seller and Purchaser entered into that certain Stock Purchase Agreement of even date
herewith, for the purchase and sale of Four Hundred Thousand (400,000) shares of the
common stock of Goshen Energy, Inc., a Nevada corporation (Goshen); and

WHEREAS,
as consideration for the purchase of the 400,000 shares of common stock of Goshen,
Purchaser granted to Seller Seven Hundred Fifty Thousand (750,000) shares of common stock
of Seller and an option to purchase a number of shares of common stock of Seller not to
exceed Three Million (3,000,000) shares (each, a Share, and collectively the
Shares).

NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:

1.       Option.
Seller hereby grants to Purchaser an option to purchase not more           than Three
Million (3,000,000) Shares from Seller upon all of the terms,           covenants and
conditions hereinafter set forth (the Option). The           share
certificates representing the Shares shall hereafter bear a legend           referring to
this Agreement.

2.       Consideration
for the Option. Seller acknowledges that it has received           good, valuable and
sufficient consideration for the Option.

3.       Option
Period. The Option shall become effective upon the occurrence of           the
natural gas and oil lines operated by Goshen having generated a minimum of
          Sixty Thousand Dollars ($60,000) in Net Operating Income, as that term is
          defined by the Generally Accepted Accounting Principles (GAAP), net of
          deductions for operating expenses not toinclude taxes (Effective
          Date) to Goshen, and shall remain in full force and effect for the one
          year period immediately following the Effective Date hereof (Option
          Period).

4.       Purchase
Price. As consideration for the purchase of the Shares,           Purchaser shall pay
to Seller upon its exercise of any one or more of the           Option(s) thirty cents
($.30) per Share (Purchase Price), payable in           immediately available
funds upon execution of Stock Option Exercise Agreement in           the form attached
hereto as Exhibit A.

5.        Representations
and Warranties of Seller. Seller represents, warrants and                covenants to
Purchaser, as of the date hereof, that:

(a)       Due
Authorization. This Agreement has been duly authorized, executed and
          delivered by or on behalf of Seller and is a valid and binding agreement of
          Seller, enforceable in accordance with its terms against Seller.

(b)       No
Conflict. The execution and delivery by Seller of, and the performance           by
Seller of its obligations under this Agreement, will not contravene any
          provision of applicable law, or the certificate of incorporation, or by-laws of
          Seller, or to Sellers knowledge, any agreement or other instrument
binding           upon Seller or any judgment, order or

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decree of any governmental body,
agency or court having jurisdiction over Seller, and to Sellers knowledge, no
consent, approval, authorization or order of, or qualification with, any governmental
body or agency is required for the performance by Seller of its obligations under
this Agreement.

6.        Representations
and Warranties of Purchaser. Purchaser represents,                warrants and
covenants to Seller, as of the date hereof, that:

(a)       Due
Authorization. This Agreement has been duly authorized, executed and
          delivered by or on behalf of Purchaser and is a valid and binding agreement of
          Purchaser, enforceable in accordance with its terms against Purchaser.

(b)       No
Conflict. The execution and delivery by Purchaser of, and the           performance
by Purchaser of its obligations under this Agreement, will not           contravene any
provision of applicable law, or the organizational documents of           Purchaser, or
to Purchasers knowledge, any agreement or other instrument           binding upon
Purchaser or any judgment, order or decree of any governmental           body, agency or
court having jurisdiction over Purchaser, and to           Purchasers knowledge, no
consent, approval, authorization or order of, or           qualification with, any
governmental body or agency is required for the           performance by Purchaser of its
obligations under this Agreement

(c)       Value.
The Purchase Price may or may not reflect the actual value of the           Shares. The
Purchaser has investigated the value of the Shares independently and           that it
has been represented by independent counsel.

7.       Rights.
Any and all rights that Seller has associated with the Shares,           including but
not limited to voting rights, preemptive right, liquidation           preference, or
otherwise, shall be deemed transferred (to the extent           transferable) to
Purchaser upon Purchasers exercise of the Option.

8.       Cooperation.
If the Option is exercised, Seller shall, upon request of           Purchaser, promptly
execute and deliver all additional documents reasonably           deemed by Purchaser to
be necessary, appropriate or desirable to complete and           evidence the sale,
assignment and transfer of the Shares pursuant to this           Agreement and to
accomplish the other matters contemplated herein.

9.       Purchase
and Sale. If Purchaser exercises the Option, Seller shall sell,           transfer
and deliver the Shares, represented by certificates duly endorsed in           blank or
accompanied by stock powers duly executed, to Purchaser, and Purchaser           shall
purchase the Shares in exchange for the Purchase Price.

10.       Purchaser
May Exercise Option For Less Than All Shares. Notwithstanding           any other
provision herein to the contrary, Purchaser may exercise the Option           with
respect to less than all of the Shares, but in no event less than 50,000
          Shares, subject to this Option, at any one exercise event of said Option.

11.       Survival.
All statements, representations, warranties, indemnities,           covenants and
agreements made by each of the parties hereto shall survive the           consummation of
the transactions contemplated herein.

12.       Modifications.
Any amendment, change or modification of this Agreement           shall be void unless in
writing and signed by all parties hereto.

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13.        Notifications.
All notices, requests, demands, or other communications                under this
Agreement shall be in writing. Notice shall be sufficiently given for                all
purposes as follows:

(a)       Personal
Delivery. When personally delivered to the recipient, a Notice           is effective
on delivery.

(b)       Electronic
Mail. When sent via electronic mail, notice is effective on           receipt,
provided that the receiving parry delivers a confirmation of receipt by           any
means acceptable hereunder.

(c)       US
Electronic Post Courier Service. When sent via US Post CS, notice is
          effective upon receipt, if delivery is confirmed by US Post CS.

(d)       First-Class
Mail. When mailed first-class to the last address of the           recipient known to
the party giving notice, notice is effective three (3) mail           days after deposit
in a United States Postal Service office or mailbox.

(e)       Certified
Mail. When mailed certified mail, return receipt requested,           notice is
effective on receipt, if delivery is confirmed by a return receipt.

(f)       Overnight
Delivery. When delivered by private overnight delivery service           such as
Federal Express, Airborne, United Parcel Service, or DHL Worldwide           Express,
charges pre-paid or charged to the senders account, notice is           effective
on delivery, if delivery is confirmed by the delivery service.

(g)       Facsimile
Transmission. When sent by facsimile to the last facsimile           number of the
recipient known to the party giving notice, notice is effective on           receipt,
provided that (a) a duplicate copy of the notice is promptly given by
          first-class or certified mail, or (b) the receiving party delivers a written
          confirmation of receipt. Any notice given by facsimile shall be deemed received
          on the next business day if it is received after 5:00 p.m. (recipients
          time) or on a non-business day.

14.       Counterparts.
This Agreement may be executed in several counterparts,           each of which shall be
deemed an original but all of which counterparts           collectively shall constitute
one instrument.

15.       Binding
Effect: Assignment. This Agreement shall be binding upon and           inure to the
benefit of Purchaser and Seller, their heirs, representatives,           successors, and
permitted assigns, in accordance with the terms hereof. This           Agreement shall
not be assignable by Seller without the prior written consent of           Purchaser.
This Agreement shall be assignable by Purchaser to an affiliate of           Purchaser
without the prior written consent of Seller.

16.       Entire
and Sole Agreement This Agreement and the other schedules and           agreements
referred to herein, constitute the entire agreement between the           parties hereto
and supersede all prior agreements, representations, warranties,           statements,
promises, information, arrangements and understandings, whether oral           or
written, express or implied, with respect to the subject matter hereof.

17.       Governing
Law: Jurisdiction: Venue. This Agreement is made pursuant to,           and shall be
construed in accordance with, the laws of the State of Nevada.

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18.       Invalid
Provisions. If any provision of this Agreement is deemed or held           to be
illegal, invalid or unenforceable, this Agreement shall be considered           divisible
and inoperative as to such provision to the extent it is deemed to be           illegal,
invalid or unenforceable, and in all other respects this Agreement           shall remain
m full force and effect; provided, however, that if any provision           of this
Agreement is deemed or held to be illegal, invalid or unenforceable           there shall
be added hereto automatically a provision as similar as possible to           such
illegal, invalid or unenforceable provision and be legal, valid and
          enforceable. Further, should any provision contained in this Agreement ever be
          reformed or rewritten, by any judicial body of competent jurisdiction, such
          provision as so reformed or rewritten shall be binding upon all parties hereto.

19.        Headings.
The descriptive section headings are for convenience of           reference only and
shall not control or affect the meaning or construction of           any provision of
this Agreement

IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by Purchaser and
Seller as of the day and year first written above.

| |                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | PURCHASER:
Montreal Beneficial, Inc.
A Wyoming corporation
By: /s/ Terry Wilson
Its: President
SELLER:
City Capital Corporation
a Nevada corporation
By: /s/ Ephren Taylor, Jr.
Ephren Taylor, Jr., President