EXHIBIT 10.1


SALES AND PURCHASING CONTRACT


                                                            DATE:  July 14, 2003
WALTER WAGNER JR., CO., LLC                           Will Duncan/Jody Zimmerman
BROKER                                                 BROKER OR SALES ASSOCIATE

1.  Through  you as agent  we will  give for the  following  described  property
located at 2211  Greene  Way,  Block  2570,  Lot 1 in the  County of  Jefferson,
Commonwealth of Kentucky,  being in size 2.14 acres more or less,  together with
all improvements  thereon and fixtures and  appurtenances  therein but shall not
include any personal  property  therein that is not owned by Seller,  the sum of
One  Million  Two-hundred  Thousand  Dollars  ($1,200,000.00)  payable all cash,
including the deposit,

2. An unencumbered,  marketable title to said property to be conveyed by Deed of
General  Warranty,  with the  usual  covenants  such as any title  company  will
insure,  except easements of record,  restrictive  covenants of record as to use
and improvement of said property,  and except applicable  regulations imposed by
the Planning and Zoning Commission.

3. All real  estate  taxes  payable in the  calendar  year of  closing  shall be
prorated  between  Purchaser and Seller from January 1, of said year, to date of
deed.

4. This offer is made with the understanding  that three (3) leases encumber the
property.

5. As evidence of good faith  binding this contract a deposit of $10,000 is made
upon acceptance,  said deposit is to be held by the Walter Wagner,  Jr. Company,
LLC and is to be applied to the purchase  price upon passing of deed or refunded
should title prove uninsurable or if this offer is not accepted.

6. Should title to said property prove defective, according to the terms of the
Contract, the Seller is to pay the examination cost.

7. This  offer to  purchase  is  contingent  upon the  following  matters  being
resolved to the sole and complete satisfaction of Purchaser.

         a) Purchasers reserve the right to have Property  inspected.  Purchaser
         may contact a qualified  inspector of Purchaser's  choice to obtain any
         inspections  it  deems  necessary.   Inspections  are  to  be  made  at
         Purchaser's expense and must be to Purchaser's satisfaction.
         b)  Seller  will   provide   copies  of  leases   (which  shall  remain
         confidential)   of  the  present  tenants  within  three  (3)  days  of
         acceptance  of  this  Contract,  all  of  which  shall  be  subject  to
         Purchaser's sole satisfaction.
         c) Exercise of this  Contract is  contingent  upon Seller  providing to
         Purchaser  within five (5) calendar days of  acceptance,  evidence that
         tenant has declined

<PAGE>


Re: Sales & Purchase Contract
Re: 2211 Greene Way
Dare:  July 14, 2003
Page Two

         or failed to exercise  their  First  Right of Refusal to purchase  this
         property.

If these  contingencies  are not removed in writing by Purchaser,  within thirty
(30) days from the execution of this  Contract,  this Contract shall become null
and void, the parties shall be relieved from all  obligations,  liabilities  and
rights contained herein and the deposit called for, hereunder, shall be refunded
in full to Purchaser.

8. If these  contingencies are not removed in writing by Purchaser,  in the time
periods  provided for above,  this  Contract  shall  become null and voice,  the
parties shall be relieved from all obligations, liabilities and rights contained
herein  and the  deposit  called  for  hereunder  shall be  refunded  in full to
Purchaser.  This transaction shall be closed on or before fifteen (15) days from
the  removal of the last  contingency  contain  in  Section 9 of this  Contract.
Possession shall be given to Purchaser, on the date of the Deed.

9. TAX FREE  EXCHANGE.  Seller  acknowledges  that Buyer may elect to effect the
purchase of the Property as an exchange pursuant to Section 1031 of the Internal
Revenue Treasury Regulation 1.1031 (k)-(g)(4)(iii)("Intermediary").

Seller  shall  incur  no  liability  or  expense  beyond  those  inherent  to an
acquisition of the Property for a cash payment nor be delayed in the Closing.

Seller  agrees  to  execute  such  documents  as  are  reasonably  necessary  or
appropriate  and to otherwise  cooperate with Buyer to effectuate a Section 1031
exchange,  and Buyer hereby holds Seller free and harmless of any tax  liability
to Buyer of Such  Section  1031  exchange  except  insofar as such  liability is
attributable to the failure of Seller to perform as required hereunder.

10. the Seller  agrees to pay a  commission,  at closing,  equaling six percent
(6%) of the purchase  price called for in this  contract,  to the Walter Wagner,
Jr. Company, LLC

11. All risk of loss with respect to damages to the  Property  shall remain with
Seller  until the closing and  delivery of the deed to  Purchaser.  Purchaser is
advised to obtain  casualty  insurance  in the amount of the  purchase  price to
protect its interest.

12.  Purchaser agrees that it is Purchaser's  responsibility  to verify that the
zoning classification and form district of the property will permit its intended
use and that all utilities,  including  sanitary and storm water sewer, exist in
sufficient size and capacity for Purchaser's intended use.


<PAGE>


Re: Sales & Purchase Contract
Re: 2211 Greene Way
Dare:  July 14, 2003
Page Three


******************************************************************************
13. We have read the entire contents of this contract and acknowledge receipt of
a copy of same. It is expressly  agreed that all terms and conditions  pertinent
to this  transaction are included herein,  and no verbal  agreements of any kind
shall be  binding  upon the  parties  hereto.  We further  certify  that we have
examined  the  property  described   hereinabove  and  that  we  are  thoroughly
acquainted  with its condition and accept it as such. The parties  further agree
that  no  real  estate  broker,  salesman  or  agent  or  either  has  made  any
representation  as to the  nature  or  condition  of the  property,  or any part
thereof, nor do such brokers, salesmen, or agents, expressly or implicitly, make
any warranty or representation with regard to the property, its size or acreage,
zoning  classification,  construction condition or materials used, or any of the
fixtures,  appliances  or  appurtenances  located  on it.  Agent and the  Walter
Wagner,  Jr.  Company  LLC are no aware  of any  hidden  or  latent  defects  or
hazardous or toxic  materials,  waste or substances of any kind or nature on kin
or under the property,  though they have not made any  investigation  into these
matters. Therefore,  Purchaser releases Agent and the Walter Wagner, Jr. Company
LLC and holds them harmless from any and all loss,  costs,  claims,  damages and
expenses,  including court costs and attorneys' fees, they may incur because any
such conditions or materials are present in, on or under the property.
********************************************************************************

Unless  accepted  by 4 p.m.  on the 16th day of July  2003,  this offer null and
void.

I hereby acknowledge receipt of a copy of this offer.


                                PURCHASER:

                                /s/
                                ___________________________________

                                Time:
                                Date:



                              ACCEPTANCE BY SELLER

The above offer is accepted at ________m., on _________________ day of, 2003.

I hereby acknowledge receipt of a copy of this offer.
                                                         SELLER:
____________________________________                     _______________________



<PAGE>


COUNTER OFFER


This is a counter offer dated July 24, 2003 to the Sales and Purchasing Contract
("Contract")  dated July 14, 2003 between  ERWIN  INVESTMENTS,  as Purchaser and
LINCOLN INTERNATIONAL  CORPORATION,  as Seller, for the real property located at
2211 Greene Way, Louisville, KY.

Seller  agrees to all the  terms and  conditions  of the  Contract  in which the
purchase  price  shall be ONE MILLION TWO  HUNDRED  SIXTY  THOUSAND  DOLLARS and
no/cents ($1,260,000.00).

The Walter  Wagner Jr., Co Realtors  agrees to a maximum  five (5) percent  Real
Estate commission on this contract.

Unless accepted by 5:00 PM on July 24, 2003 this counter offer is null and void.

SELLER:  LINCOLN INTERNATIONAL CORP

BY: ____________________________________________

ITS ____________________________________________

TIME __________________  DATE __________________

ACCEPTED      ______PM ON JULY ________, 2003


PURCHASER:  ERWIN INVESTMENTS

BY: ____________________________________________

ITS ____________________________________________

TIME __________________  DATE __________________

ACCEPTED      ______PM ON JULY ________, 2003