EXHIBIT 10.6

                     SALES CONTRACT BETWEEN THE UNDERSIGNED

Mr.  Jacques  Annet Paul SAUTY DE CHALON,  Doctor in  Medicine,  husband of Mrs.
Francine Madeleine Marcelle LEBEURRIER,  residing in CAEN (Calvados),  7, Avenue
du Canada,
Born in MOULINS (Allier) on March 6, 1927.
Married under a marriage  contract  registered by Mr.  MARAIS,  esq.,  Notary in
BELLEME (61130) on February 10, 1969,  prior to the marriage  celebrated in CAEN
(Calvados) on February 15, 1969.
Contract and marriage status not modified since then. Of French nationality.
French resident under the regulation of fiscal authorities,

ACTING JOINTLY.

Herein referred to as "SELLER" or "FORMER OWNER"

Who in the present contract, sells, under the conditions that follow to:

The company POSEIDIS SAS, a simplified share company,
With a capital of EUROS 38,000,
With headquarters at THENEUILLE 03350 (Allier), Les Sourdinieres, represented by
Mr. Louis PARDO, residing in Paris, 8th. District (arrondissement), 28 Boulevard
Malesherbes.

Company registered at the Commercial Registry of MONTLUCON.

Moral  entity  with the  status  of  resident  under the  definitions  of fiscal
authorities.

Herein referred to as the "BUYER" or "NEW OWNER",

Who accepts,

The assets whose designation follows:


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<PAGE>


                                   DESIGNATION

In the community of THENEUILLE (Allier),  hamlet "Martiniere",  A sample of land
parcels,  with an area of 5 hectares,  25 acres and nineteen hundredth of acres,
Appearing at the clerk's registrar as follows:

---------------- ----- ----------- ----- ----- ----------- --------
Section          Nr.   Location    Area                    Asset
---------------- ----- ----------- ----- ----- ----------- --------
                                   Hect. Acr.  1/100th
---------------- ----- ----------- ----- ----- ----------- --------
E                275   Martiniere  1     02    60          Land
---------------- ----- ----------- ----- ----- ----------- --------
E                276   ---d---     2     22    40          Land
---------------- ----- ----------- ----- ----- ----------- --------
E                277   ---d---     1     30    80          Land
---------------- ----- ----------- ----- ----- ----------- --------
E                278   ---d---           43    09          Land
---------------- ----- ----------- ----- ----- ----------- --------
E                279   ---d---           26    30          Land
---------------- ----- ----------- ----- ----- ----------- --------
For a total area of                5     25    19
---------------------------------- ----- ----- ----------- --------

The assets include all improvements,  rights, and attachments without exceptions
or provisions.


                          RIGHT OF OWNERSHIP OF SELLER

The seller declares that he is the sole owner of the assets.

He commits to justify his ownership rights with regular and complete certificate
of origin that go back to titles or facts allowing to invoke the benefits of the
acquisition that occurred 30 years ago.

                             OWNERSHIP-RIGHT TO USE

By agreement  between the parties,  the ownership  transfer and the right of use
are  postponed  until  the day that the sale is  authenticated  or the  contract
deposited with the Notary in charge of the sale.

The right to use will take place upon the actual  possession  for the parcels of
land  278 and 279  that  will be free  of all  lease  and  exploitation,  and by
collection  of lease  payments  for the parcels of land 275,276 and 277 that are
leased to Ms. Marie Jeanine JAY,  born on January 13 1939 as per lease  received
by Mr. TAIN,  esq.,  Notary at CERILLY,  on December  20, 1993.  Which lease was
granted for a period of 18 years from November 11, 1993.

The buyer  declares that he will handle  personally  that lease,  as well as the
potential  eviction of the leaseholder,  the SELLER having no  responsibility in
that matter.


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<PAGE>


                         EXPENSES AND GENERAL CONDITIONS

If the  contemplated  sale is concluded,  it will take place under the customary
expenses and conditions  that the NEW OWNER  undertakes to assume in his quality
of NEW OWNER, meaning:

CONDITION OF THE ASSET
Will take possession of the asset "as is", such as he has seen it and inspected,
without  recourse  against the FORMER  OWNER  against the bad  condition  of the
grounds,  of the underground or the buildings,  even hidden defects,  mistake in
the description,  the land registry or the contents,  even if the  discrepancies
exceed one twentieth,  and more generally for any reason whatsoever.  The FORMER
OWNER commits to bring forth, from this day on, material or legal  modifications
to the sold assets.

RESTRICTIONS
Abide by the restrictions that can be passive, apparent or hidden, continuous or
discontinuous,  that can  impact  the  assets as well as  benefit  of the active
easements,  if they exist,  under his own risk and without  recourse against the
FORMER OWNER, however without the present clause having the ability to convey to
a third party more rights that he would himself have according to regular titles
or by law.

TAXES AND LEVIES

Pay,  from the day of the right of use,  all fiscal  charges to which the assets
are liable,  Repay these charges to the FORMER  OWNER,  from that date on, until
the transfer of charges has been realized by the fiscal authorities.

For the current year, it is agreed that:

    Regarding  real estate  taxes,  the parties will  allocate the charges
    between  themselves  from the date  that  the  right of use has  taken
    place.  The NEW OWNER will  handle the real  estate  taxes that accrue
    after the date of right of use and will pay such  amount  directly  to
    the FORMER OWNER.

                           REFERENCES AND PUBLICATIONS

Gift sharing  according to the agreement  received from Mrs.  PERROT,  Notary in
MOULINS,  on December  21,  1971,  As  published  in the office of  mortgages of
Montlucon on March 2, 1972, volume 3442, Nr. 4.

                                   NEGOCIATION

The parties  declare  that the present  contract  has been  negotiated  directly
between them.


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<PAGE>


                                      PRICE

This sale is agreed upon and is accepted against a price of EURO 30,000.

                                PAYMENT OF PRICE

The price of the sales will be payable cash in its entirety the day of signature
of the present contract.

                                   CONDITIONS

The  parties  are  submitting,  formally,  the  current  sale  to the  following
conditions that will accrue to the benefit of the BUYER and the SELLER, meaning:

EXPLOITATION PERMIT
Receipt of a note or a  certificate  indicating  the  absence of  administrative
hindrances that are in the way of the free  utilization of the assets  according
to their stated purposes or affecting their value.

RIGHT OF PREEMPTION
The cancellation of all preemption rights, private or public.

MORTGAGES
The  pre-contract  is agreed upon,  also,  under the condition that the state of
liens on the property does not indicate the existence of mortgages for an amount
that is higher than the sale price,  or a court order for  possession.  And that
this statement of lien does not indicate restrictions to the free utilization of
the assets, or likely to diminish their value.

                                 LIABILITY-BUYER

It is agreed that if the conditions listed below are met in the agreed upon time
frame, and if the BUYER refuses to authenticate the agreement by the agreed upon
date,  he will have to pay the  SELLER  the sum of 10% of the sale price as flat
compensation,  fifteen days after the order to  authenticate  the  agreement has
been received, by certified letter with receipt confirmation to the BUYER.

The BUYER will not have the ability to withdraw this clause.

                         BINDING FORCE OF THE AGREEMENT

This pre-contract binds the parties,  except for the conditions  attached to it.
The BUYER  will have to pay,  at the latest on the day of  effectiveness  of the
authenticated  act described  below, in the hands of Mrs. Claude TAIN, esq., the
expenses of this  authenticated  act, as well as the price stipulated above. The
sale will be realized by authenticated act to be received from Mrs. Claude TAIN,
esq., Notary in CERILLY, at the latest on September 15, 2003.

This Notary has been chosen by common agreement of the parties.

And  the  authenticated  act  has to be  realized  at  the  latest  at the  date
stipulated  above,  except  in case of  extension,  until  receipt  of the  last
document necessary to the registration of the act by the Notary.


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<PAGE>


The  effectiveness  of the sale can only take place during a working day, during
regular  working hours. If this  pre-contract  expired on a non working day, its
realization will have to take place at the latest one day later.

That date  constitutes  the starting point when one of the parties can force the
other to execute their commitments.

Default of the BUYER:
The SELLER will be in a position to force the  realization  of the sale. He will
also be in a position to claim damages.

Default of the SELLER:
If the sales  contract  cannot be competed  due to the fault,  the action or the
negligence  of the  SELLER,  the BUYER will send the SELLER at his  domicile  an
affidavit  in the fashion of a certified  letter with receipt  confirmation,  to
execute their commitment. If after 8 days the SELLER has not complied, the BUYER
will be in a position to force the sales and claim damages.  This time period of
8 days will start, either from the date that appears on the receipt, or from the
date that appears on the advice of refusal.

If the default to regularize the sale results from the SELLER, the latter cannot
oppose to the BUYER the lapse of the time  frame  that has been  agreed  for the
realization of the sale. Moreover,  he will not be able to free himself from his
commitments,  by invoking the stipulations of article 1590 of the Civil Code, by
an offer to pay double.

Day of realization:
The  realization  of the sale can only take place during a working  day,  during
normal  working  hours.  If this pre contract  came to maturity on a non working
day, its realization will have to take place at the latest one day later.

                                  CAPITAL GAINS

The  seller  will  handle  personally  and for  their  own  account  the  fiscal
consequences  of possible  capital gains that may result from the sale, of which
he acknowledges having been informed.

                                 TRANSFER FEES

The definitive sale will be subject to the registration fees that are customary.

                                    EXPENSES

The expenses of this agreement,  as stipulated  above, on the basis of article 4
of the decree 262 of March 8, 1978, as modified,  and those of the authenticated
act, will be supported by the BUYER.

The parties recognize to have hired Mrs. Claude TAIN, Notary in CERILLY, for the
preparation of this contract.


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<PAGE>


                                  REGISTRATION

By request of the parties, the present agreement will not be registered; however
if that  formality  became  necessary,  the simple fees will be supported by the
party that has to pay the cost of the  definitive  act, and the double amount by
the party that has caused this formality necessary.

                                     GENERAL

The parties declare that:

Their identity and their personal legal position are conform to those  indicated
in this  agreement,  They  are not in a  situation,  legal  or  commercial  that
prevents them to transfer freely title to their assets, The SELLER declares that
to the best of his knowledge, the asset is free and clear of all legal obstacle,
contractual or administrative, and that it is not encumbered by any real lien or
accessory encumbrance.

                              COMMITMENT OF SELLER

The SELLER  commits,  until the day of realization  of the present  agreement to
refrain from encumbering or disposing of the asset, to mortgage it, to burden it
with real and perpetual charges, to grant personal rights on the assets and more
generally to undertake  actions that could change their purpose and  utilization
that could  entail a  diminished  value.  The SELLER  agrees to pay for the fees
connected to inscription.

                                TRUTH IN PRICING

The parties  declare under penalty issued by the General Tax Code that the price
which is agreed to between  them is real and not  modified  or  contradicted  by
separate letter.

                              ELECTION OF DOMICILE

For  execution of the present  agreement,  domicile is elected by the parties at
the residence of the Notary in charge or authenticating the present agreement.

                                  SUBSTITUTION

The  definitive  realization  of the sale can take  place to the  benefit of the
BUYER or to the benefit of any other physical or moral party of his choice.

In the case of  substitution,  the  BUYER  will be held in  solidarity  with the
substituted  party  as to  the  payment  of  price  and  expenses  and as to the
execution of conditions and obligations.

The  substituted  party will have to abide by all the conditions and obligations
that result from the  agreement as well as assume all  commitments  taken by the
BUYER according to the terms of this agreement,  including the conditions.  This
ability of substitution  can only be exercised on the entirety of the asset. The
BUYER  will have to notify the  SELLER to avail  himself of the  benefit of this
clause at the domicile elected thereafter.


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<PAGE>


                             RECAPITULATION SCHEDULE

The schedule below establishes the deadlines for:

------------------------------------- -------------------
Loan application                      None
------------------------------------- -------------------
Loan                                  None
------------------------------------- -------------------
Clearance of conditions               September 15, 2003
------------------------------------- -------------------
Validity of sales contract            September 15, 2003
------------------------------------- -------------------
Signature of authenticated document   September 15, 2003
------------------------------------- -------------------


Made in
On April 10, 2003

Performed,  by parties'  consent,  in one unique  copy,  which for their  common
benefit  will remain in the  safeguard of Mrs.  Claude TAIN,  Notary in CERILLY,
with  irrevocable  powers  given  to one of her  employees  to file it with  the
minutes at first demand of one of the parties  after  verification  of signature
and acknowledgement of the truth in pricing.

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THE UNDERSIGNED:

Mr.  Jacques  Annet Paul SAUTY DE CHALON,  Doctor in  Medicine,  husband of Mrs.
Francine Madeleine Marcelle LEBEURRIER,  residing in CAEN (Calvados),  7, Avenue
du Canada,
Born in MOULINS (Allier) on March 6, 1927.

Gives his power of attorney to any clerk or any employee of Mrs. TAIN, Notary in
CERILLY (Allier) to whom he gives power to the effect of:


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<PAGE>


Sell, for a  consideration  of EURO 30,000 the real estate listed below,  to the
benefit  of the  company  POSEIDIS;  -located  in the  community  of  THENEUILLE
(Allier),  hamlet  Martiniere,  an array of land  parcels,  with total area of 5
hectares,  25 acres and 19/100th of an acre,  appearing in the land  registry as
follows:

---------------- ----- ---------- ------ ---- ----------- -------
Section          Nr.   Location   Area                    Asset
---------------- ----- ---------- ------ ---- ----------- -------
                                  Hect.  Acr. 1/100th
---------------- ----- ---------- ------ ---- ----------- -------
E                275   Martiniere 1      02   60          Land
---------------- ----- ---------- ------ ---- ----------- -------
E                276   ---d---    2      22   40          Land
---------------- ----- ---------- ------ ---- ----------- -------
E                277   ---d---    1      30   80          Land
---------------- ----- ---------- ------ ---- ----------- -------
E                278   ---d---           43   09          Land
---------------- ----- ---------- ------ ---- ----------- -------
E                279   ---d---           26   30          Land
---------------- ----- ---------- ------ ---- ----------- -------
For a total area of               5      25   19
--------------------------------- ------ ---- ----------- -------

Proceed  with  all  subdivisions  or all  consolidation  of  parcels,  sign  all
documents thereto related, Establish the complete designation,  and the property
origin,  of its structures,  perform all declarations  relative to the location,
stipulate all encumbrances.

Oblige  the  seller  to  all  guaranties,   and  to  the  justification  of  all
documentation,  certificates and certificate of radiation, Determine the date of
free use, receive the price in principal and interest.

Perform all declarations of identity and other,  declare also as the author does
it below:

- that for income taxes, he belongs to the Tax Office of CAEN,

- that there exist no obstacle attributable to him, nor any legal or contractual
restriction to the free disposition of the real estate to be sold,

- that the real estate are not  burdened  from his own  account by any  judicial
mortgage, contractual or legal, nor any privileges.

- perform all declarations required by law relative to the truth in pricing,

- of all monies  received,  provide  receipt;  remit or cause to be remitted all
titles and documents, and provide or withdraw receipt.


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<PAGE>


-  regarding  all  items  above,  draft and sign all acts or  affidavits,  elect
domicile and generally perform all that is required.

Made in Cerilly
On March 26, 2003

Good for Power-of-Attorney

SELLER

/s/Jacques  Annet Paul
------------------------



BUYER

/s/ Louis PARDO
------------------------




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