Exhibit 10.1


RON BENDER (SBN 143364)
DAVID B. GOLUBCHIK (SBN 185520)
LEVENE, NEALE, BENDER, RANKIN & BRILL L.L.P.
1801 Avenue of the Stars, Suite 1120
Los Angeles, California 90067
(310) 229-1234

Attorneys for Chapter 11
Debtor and Debtor in Possession



UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA

LOS ANGELES DIVISION


In re                                    )   Case No. LA-99-36256-EC
                                         )
ALLIANCE CONSUMER INTERNATIONAL, INC.,   )   Chapter 11
                                         )
         Debtor and Debtor in            )   ORDER APPROVING SALE OF DEBTOR'S
         Possession.                     )   CORPORATE SHELL FREE AND CLEAR OF
                                         )   ALL LIENS AND INTERESTS
                                         )
                                         )   Hearing:
                                         )   --------
                                         )   Date:    February 21, 2001
                                         )   Time:    1:30 p.m.
                                         )   Place:   Courtroom 1675
                                         )            255 E. Temple Street
                                         )            Los Angeles, CA 90012
-----------------------------------------

     A hearing was held on February 21, 2001 at 1:30 p.m.  before the  Honorable
Ellen Carroll,  United States Bankruptcy Judge, in Courtroom 1675 located at 255
E. Temple Street, Los Angeles, California, to consider the Motion (the "Motion")
filed by Alliance Consumer International,  Inc., Chapter 11 Debtor and Debtor in
Possession in the above-captioned Chapter 11 bankruptcy case (the "Debtor"), For
Authority  To Sell  Debtor's  Corporate  Shell  Free And  Clear Of All Liens And
Interests.  David B. Golubchik of Levene,  Neale, Bender,  Rankin & Brill L.L.P.
appeared  on behalf of the  Debtor.  Alan J.  Stomel  appeared  on behalf of the
Official Committee of Unsecured Creditors.


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This Court,  having  considered  the Motion,  the  Declaration in support of the
Motion,  the record in this case, proper notice of the Motion and the hearing on
the Motion having been given, no opposition to the Motion having been filed, and
good cause appearing therefore,

     IT IS HEREBY ORDERED that the Motion is granted in its entirety;  and it is
further

     ORDERED that the Notice of the Motion and of the hearing  thereon was given
in compliance  with Federal Rules of Bankruptcy  Procedure 2002 and 6004,  which
notice  is  adequate  and  proper in the  circumstances  as to  manner,  person,
content, and time; and it is further

     ORDERED that, based on this Court's  findings,  the terms and conditions of
the Corporate Shell Purchase Agreement (the  "Agreement"),  which is attached as
Exhibit  "A" to the  Motion,  are fair and  reasonable  and were  negotiated  at
arms-length; and it is further

     ORDERED that, based on this Court's findings,  Home Marketing  Enterprises,
LLC ("Buyer") has acted, and is acting, in good faith, and is therefore entitled
to the provisions afforded to a good faith purchaser under 11 U.S.C. ss. 363(m);
and it is further

     ORDERED  that  the  consummation  of the  transaction  contemplated  by the
Agreement (the "Sale") is in the best interest of the Debtor's bankruptcy estate
and its creditors; and it is further

     ORDERED that the purchase  price to be paid under the Agreement is fair and
adequate  consideration for the Debtor's corporate shell (the "Acquired Asset");
and it is further

     ORDERED  that,  subject  to  timely  performance  by Buyer  of its  payment
obligations  under the  Agreement,  the Debtor is  authorized  and  directed  to
transfer  the  Acquired  Asset to  Buyer,  as set  forth in the  Motion  and the
Agreement,  and to enter  into,  execute,  and  perform  such  other  incidental
agreements,  documents, and acts as may be necessary or convenient to consummate
the transactions contemplated by the Agreement; and it is further

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     ORDERED  that,  pursuant  to  the  Bankruptcy  Code,   including,   without
limitation,  11 U.S.C.  ss.ss. 363 and 105, Buyer shall take and will be granted
title  to  the  Acquired  Asset  free  and  clear  of  all  liens,  claims,  and
encumbrances; and it is further

     ORDERED that, upon the completion of the Closing of the Sale, as defined in
the Agreement, all recorded liens, claims, and encumbrances against the Acquired
Asset will be canceled of record and of no force and effect; and it is further

     ORDERED  that  neither the Buyer nor the  Acquired  Asset  purchased by the
Buyer shall be liable for any debts or claims  against the Debtor,  the Debtor's
bankruptcy estate, or the Acquired Asset; and it is further

     ORDERED  that,  in  accordance  with the terms of the  Agreement,  and upon
Closing, unless otherwise provided in the Agreement:

     1.   All of the shares in the  Acquired  Asset shall be reversed at a ratio
          of 50:1;

     2.   All preferred shares in the Acquired Asset shall be canceled;

     3.   The  authorized   shares  in  the  Acquired  Asset  shall  be  set  at
          50,000,000;

     4.   1,500,000 shares in the Acquired Asset shall be conveyed to the Buyer;

     5.   2,000,000 of free trading shares in the Acquired Asset shall be issued
          to new investors, who shall be designated by Buyer at Closing; and

     6.   The Buyer shall be  authorized  to appoint a new board of directors at
          Closing.


Dated: March 9, 2001                        s/  ELLEN CARROLL
       -------------                       -----------------------------------
                                             The Honorable Ellen Carroll
                                             United States Bankruptcy Judge


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<PAGE>


                                   EXHIBIT "A"

                       CORPORATE SHELL PURCHASE AGREEMENT


         THIS  AGREEMENT  made this _23_ day of _January__  2001, by and between
ALLIANCE CONSUMER INTERNATIONAL,  INC., a California corporation ("Debtor"), and
Home Marketing Enterprises, LLC ("Purchaser").

         WHEREAS,  Debtor has filed a  voluntary  Petition  under  Chapter 11 of
Title 11, of the United States Code ("Bankruptcy Code") on July 13, 1999; and

         WHEREAS, the parties hereto desire that certain assets of the Debtor be
sold free and clear of all liens,  claims and encumbrances to purchaser pursuant
to the terms and  conditions  set forth herein and subject to  Bankruptcy  Court
approval; and

         WHEREAS,   the   parties   hereto   desire   to   set   forth   certain
representations,  warranties  and  covenants  made by each to the  other,  as an
inducement to the consummation of the sale,  assumption and assignment described
herein,  and certain additional  agreements related to the sale,  assumption and
assignment;

         NOW  THEREFORE,  for  valuable  consideration,   including  the  mutual
representations, warranties and covenants herein contained, the receipt of which
is hereby acknowledged, the parties hereby agree as follows:

                                    ARTICLE 1

                           PURCHASE AND SALE OF ASSETS

     1.1  Purchased  Assets.  Subject to and upon the terms and  conditions  set
forth herein and subject to Bankruptcy Court approval,  the Debtor agrees to and
will sell,  transfer,  assign and  deliver to the  Purchaser  at the Closing (as
hereinafter defined), and the Purchaser agrees to and will purchase, acquire and
take  assignment and delivery of, the Debtor's  corporate  shell,  as same shall
exist on the Closing Date, as hereinafter defined (collectively, the "Asset").

                                    ARTICLE 2

                                 PURCHASE PRICE

     2.1 Purchase Price. The purchase price due from Purchaser to the Debtor for
the Asset shall be Fifty  Thousand and No/100  Dollars  ($50,000) (the "Purchase
Price").

     2.2 Payment. Upon the execution of this Agreement,  Purchaser shall deposit
the sum of  $10,000  in  Debtor's  counsels  segregated  interest-bearing  trust
account. The remainder of the Purchase Price shall be paid by Purchaser in cash,
certified funds or wire transfer at Closing to the bank account(s) designated by
Debtor.

                                    ARTICLE 3

             BANKRUPTCY COURT APPROVAL; OVERBID PROCEDURES, CLOSING

     3.1 Filings with  Bankruptcy  Court.  Promptly  after the execution of this
Agreement,  Seller shall file with the Bankruptcy Court a motion for approval of
this Agreement,  including approval of the sale of the Asset to Purchaser,  free
and clear of all liens, claims, encumbrances and security interests.

     3.1.1 An Order of the Bankruptcy  Court  approving the sale of the Asset to
           Purchaser.

     3.1.2 An order of the Bankruptcy  Court  approving the sale of the Asset to
           Purchaser shall provide the following:

          3.1.2.1 All of the shares in the Asset shall be reversed at a ratio of
                  50:1,

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          3.1.2.2 All preferred shares in the Asset shall be cancelled;

          3.1.2.3 The authorized shares in the Asset shall be 50,000,000;

          3.1.2.4 1,500,000  shares  in the  Asset  shall  be  conveyed  to the
                  Purchaser;

          3.1.2.5 2,000,000  of free  trading  shares  shall be  issued  to new
                  investors,  who shall be  designated by the Purchaser at
                  Closing;  and

          3.1.2.6 The  Purchaser  shall be  authorized to appoint a new board of
                  directors at Closing;

     3.1.3 Any Order approving  the sale shall  contain a provision  pursuant to
           Bankruptcy Code  Section  363(m) that the  reversal  or  modification
           thereof on appeal  does not affect the  validity  of the  transaction
           provided for in this Agreement.

     3.2 Overbid Procedures.  Subject to Bankruptcy Court Approval,  the sale to
Purchaser  shall be subject  to  overbid.  The  overbid  procedures  shall be as
follows, which will be set forth in the Debtor's Notice of Sale:

     3.2.1 Only a party who has submitted a Qualified Bid (as defined in section
           3.2.2) may bid at the Hearing.

     3.2.2 A Qualified Bid must meet the following conditions:

          3.2.2.1 the maker of such bid must  provide to counsel  for the Debtor
                  at least five (5) calendar  days prior to the hearing  on  the
                  Sale reasonably satisfactory evidence of financial  capability
                  and  good  faith  intent  to  fulfill  all  of  the terms  and
                  conditions  an a timely basis,  accompanied  by payment of an
                  initial cash deposit in the amount of at least $10,000; and

          3.2.2.2 the  maker of such  bid  must  execute  a  purchase  agreement
                  essentially  identical to this form Agreement, except that the
                  bid must  provide for  a purchase  price equal to the Purchase
                  Price set  forth in section  2.1  hereof, plus a minimum of an
                  additional amount not less than $10,000.

     3.2.3 Any dispute as to any bidder's intent or ability shall be resolved by
           the Bankruptcy Court at the Sale hearing.

     3.2.4 At the Sale hearing, the  Bankruptcy  Court shall decide which of the
           bids is the  highest and best  bid,  and the  holder of said bid must
           stipulate and agree on record at the Sale  hearing to be bound by all
           the terms of the Agreement  submitted  and  accepted  pursuant to the
           Qualified Bid procedures.

     3.2.5 Any counterbid  in the bidding  process  over the initial  counterbid
           must be at least $5,000 higher than the prior bid or counterbid.

     3.2.6 In the event that Purchaser is not the successful  bidder at the Sale
           hearing, Purchaser  shall be credited with a $5,000  Break-up fee set
           forth in Section 3.2.6 as part of its bid.

     3.3 Closing.  Subject to Bankruptcy Court approval, the parties shall close
(the   "Closing")   the   transaction   contemplated   by  this  Agreement  (the
"Transaction") within five (5) days after the entry of said Order as required by
Section  3.1.  The  Closing  shall take place at the  offices of counsel for the
Debtor or by facsimile and overnight courier for the convenience of the parties.
All  computations,  adjustments,  and transfers for the purposes herein shall be
effective as of 12:01am on the date of Closing (the "Closing Date").

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     3.4 Closing  Documents.  At the  closing and  thereafter  if  requested  by
Purchaser,   the  Seller  shall  tender  to  Purchaser   fully   executed   such
documentation as Purchaser or Purchaser's  attorneys may reasonably  require for
all Asset.

                                    ARTICLE 4

                                 LIEN-FREE SALE

     4.1 Upon the Closing and consistent with the Order of the Bankruptcy  Court
authorizing the sale, all right, title and interest in and to the Asset shall be
immediately vested in Purchaser,  or a successful over bidder, free and clear of
any and all liens,  claims,  encumbrances  and  security  interests  of any type
whatsoever,  pursuant to  Bankruptcy  Code  Sections  363(b) and (f). Any liens,
claims,  encumbrances  and interests shall attach to the proceeds of the sale in
order of their  priority,  to the same extent and with the same validity,  force
and effect as if such Asset had not been sold.

                                    ARTICLE 5

                        CONDITIONS TO OBLIGATION TO CLOSE

     5.1 Conditions to Obligation To Close.

     5.1.1 Conditions to  Obligation  of the  Purchaser.  The  obligation of the
           Purchaser to  consummate  the  transactions  to be performed by it in
           connection with  the  Closing  is  subject  to  satisfaction  of  the
           following conditions:

          5.1.1.1 Approval by Bankruptcy  Court.  Approval of this  agreement by
                  the Bankruptcy  Court having  jurisdiction  over  the  Estate,
                  which Order shall include, among other things, provisions that
                  (i) the sale of the Asset to  Purchaser  is  free and clear of
                  all  liens, security interests, claims and other encumbrances,
                  and (ii) Purchaser is a good faith purchaser.

          5.1.1.2 All liens on the Asset  shall  have been  either (i) remove or
                 waived or (ii) made the subject of an Order from the Bankruptcy
                 Court permitting the sale of the  Asset  free and  clear of any
                 liens.

     5.1.2 Conditions to Obligation of the Debtor.  The obligation of the Debtor
           to consummate  the  transactions  to be performed by it in connection
           with the  Closing  is  subject  to   satisfaction  of  the  following
           conditions:

          5.1.2.1 The  representatives  and  warranties  pf Purchaser  set forth
                  hereinabove shall be true and correct in all material respects
                  at and as of the Closing Date;

          5.1.2.2 The  Purchaser  shall have  performed and complied with all of
                  its covenants hereunder in all material  respects  through the
                  Closing.

          5.1.2.3 The Bankruptcy  Court shall have issued an Order approving the
                  transactions as described herein.


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                                    ARTICLE 6

                            MISCELLANEOUS PROVISIONS

     6.1  Severability and Operations of Law. If any provision of this Agreement
is  prohibited  by the  laws of any  jurisdiction  as those  laws  apply to this
Agreement,  that  provisions is  ineffective  to the extent of such  prohibition
and/or is modified to conform with such laws, without invalidating the remaining
provisions  hereto;  and any such  prohibition  in any  jurisdiction  shall  not
invalidate such provision in any other jurisdiction.

     6.2 Choice of Law.  This  Agreement  shall be governed by the internal laws
(and not the law of conflicts) of the State of California.

     6.3 Entire  Agreement;  Modification.  This  Agreement  embodies the entire
agreement and  understanding  of the parties  hereto and  supersedes any and all
prior  agreements,  arrangements  and  understandings  relating  to the  matters
provided for herein. No modification,  alteration,  waiver, amendment, change or
supplement  hereto shall be binding or effective unless the same is set forth in
writing  signed  by a duly  authorized  representative  of  each  party  to this
Agreement.

     6.4 Survival and Binding  Agreement.  The terms and conditions hereof shall
survive the  Closing  and shall inure to the benefit of and be binding  upon the
parties hereto and their respective heirs, personal representatives,  successors
and assigns.

     6.5   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     6.6  Assignment.  Neither  party to this  Agreement  may  assign any of its
rights or delegate any of its responsibilities under this Agreement.

     6.7 Notices. All notices, requests, demands, claims and other communication
hereunder  will be in writing.  Any notice,  request,  demand,  claim,  or other
communication  hereunder  shall be deemed  duly given if (and then two  business
days  after)  it is sent by  personal  delivery,  by  overnight  carrier,  or by
facsimile transaction, as follows:

If to the Seller:                   Copy to:

David Molayem                       Attn: David B. Golubchik, Esq.
American Consumer Products, L.L.C.  Levene, Neale, Bender, Rankin & Brill L.L.P.
10883 Kinross Ave., Suite B         1801 Avenue of the Stars #1120
Los Angeles, CA 90024               Los Angeles, CA 90067
Tel: (310) 443-3330                 Tel: (310) 229-1234
Fax: (310) 443-3331                 Fax: (310) 229-1244

If to the Purchaser:
         Radd C. Berrett
         Home Marketing Enterprises, LLC
         4970 West 2100 South, Suite 200
         Salt Lake City, UT 84120
         Tel: (801) 886-2625        Fax: (801) 886-2602

     6.8 Termination. In addition to the rights of the parties to terminate this
Agreement as set forth elsewhere herein, this Agreement may be terminated at any
time, by the mutual agreement of Seller and Purchaser.


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

                               DEBTOR:

                               ALLIANCE CONSUMER
                               INTERNATIONAL, INC.

                               By: s/ DAVID MOLAYEM
                                   ----------------------------
                                   David Molayem
                                   Its: President

                               PURCHASER:

                               HOME MARKETING ENTERPRISES, LLC

                               By: s/ RADD C. BERRETT
                                   ----------------------------
                                   Radd C. Berrett
                                   Its: President



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