<PAGE>

                                                                    Exhibit 10.1






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                            STOCK PURCHASE AGREEMENT

                                  BY AND AMONG


                                  PENGE CORP.,
                             a Delaware corporation,


                               S&S PLANT FARM INC.
                              a Texas corporation,


                                       AND


                                 CURTIS SCHMID,
                                   individual.



                   -----------------------------------------

                            Dated as of June 30, 2007

                   -----------------------------------------


================================================================================


<PAGE>

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and entered
into this 30th day of June, 2007 by and among Penge Corp., a Delaware
corporation with offices located at 3327 West Wadley, Suite 3-366, Midland,
Texas 79707 ("SHAREHOLDER"), S&S Plant Farm., a Texas corporation with offices
located at 3011 Todd Road, Midland, Texas 79705 (the "COMPANY") and Curtis
Schmid, individual ("PURCHASER"). Capitalized terms used in this Agreement which
are not defined in context have the meanings specified in EXHIBIT A attached
hereto.

                                    RECITALS

         WHEREAS, Shareholder owns all of the issued and outstanding shares of
the capital stock of the Company (the "SHARES"); and

         WHEREAS, Shareholder desires to sell, and Purchaser desires to
purchase, all of the Shares in accordance with, and subject to the terms and
conditions set forth in, this Agreement (the "PURCHASE").

                                    AGREEMENT

         NOW THEREFORE, in consideration of the mutual covenants and promises
set forth in this Agreement, the receipt, adequacy and legal sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

1. THE PURCHASE.

         1.1 PURCHASE AND SALE OF THE SHARES. Upon the terms and subject to the
conditions set forth in this Agreement, at the Closing, Shareholder will sell
and transfer the Shares to Purchaser, and Purchaser will purchase the Shares
from Shareholder. Immediately following the Closing, Purchaser will be the sole
shareholder of the Company. This sale includes all real property and tangible
assets listed in Exhibit B and Exhibit C, but does not include any inventory or
inventory related items such as pots. Many outstanding payables or debts of the
Company will be paid off or assumed as a sub-part of the purchase amount, as
outlined in Exhibit D.

         1.2 PURCHASE AMOUNT. Upon the terms and subject to the conditions of
this Agreement, Purchaser shall purchase the Shares in accordance with the
following schedule totaling one million dollars ($1,000,000):

                  (a) Purchaser shall assume the bank note with American State
Bank in the approximate amount of $124,177.40.

                  (b) The $138,270.96 that Penge Corp owes to Purchaser that is
currently secured by a 2nd lien position on the Company is deducted from the
purchase amount.

                  (c) Purchaser will assume the equipment leases in the
approximate amount of $350,000.00.

                  (d) Purchaser will assume the vendor payables in the
approximate amount of $232,159.39 Listed in EXHIBIT D.


<PAGE>

                  (e) Purchaser shall pay to Shareholder One Hundred Fifty-Five
Thousand Three Hundred Ninety Two Dollars and Twenty-Five Cents ($155,392.25) by
means of a promissory note bearing interest at 7% simple per annum. The note
will be paid in three equal principal payments together with interest earned
thereon on the 30th day of each of June of 2008, 2009, and 2010. Shareholder
will receive a lien for this amount on the Company's stock and real estate
provided however, the note will have a special provision to the effect that if
Shareholder fails to make payment in full or in part on any of the notes
retained by Shareholder in item (f) immediately below, then said note and lien
will be reduced by the total amount by which Shareholder fails to pay them in
full.

                  (f) Shareholder will keep and pay the three vendor notes with
Ball Seed in the amount of $104,539.79, Tree Town in the amount of $22,684.52,
and Weeks Roses in the amount of $15,565.20. Shareholder will receive a 2nd
mortgage for this $155,392.25.

                  (g) Shareholder and Purchaser understand and agree that from a
previous agreement dated March 30, 2007, Purchaser is owed approximately
99,963.67 by Shareholder, which consists of a debt to CitiBank in the amount of
$31,172.27 and to Home Depot in the amount of $8,791.40 and the $60,000 balance
from the prior March 31, 2007 contract. That 99,963.67, if not received in full
within ninety (90) days from the Closing Date, will materially impair
Purchaser's ability to produce flowers in the spring necessary to retain the
Company's solvency. Accordingly, Shareholder agrees that it will produce a
reconciled balance for what it owes Purchaser which shall be reasonably
acceptable to Purchaser within ten (10) days of the Closing Date. Shareholder
also agrees that it will pay one-third of the amount as reconciled to Purchaser
no later than sixty (60) days after the Closing Date and that it will pay an
additional one-third of the amount as reconciled to Purchaser no later than
seventy-five (75) days after the Closing Date and that it will pay the remainder
of the full amount as reconciled to Purchaser no later than ninety (90) days
after the Closing Date. The Purchaser will have seven (7) days to submit any
additional reimbursements to the Shareholder.

         1.3 ACCEPTANCE OF CONSIDERATION. Shareholder accepts, and hereby agrees
that, the payment of the purchase amount as provided for in Section 1.2
constitutes payment in full and is the sole consideration for the sale,
transfer, conveyance, assignment and delivery of the Shares to Purchaser by
Shareholder and for all of the other agreements of Shareholder provided for in
this Agreement.

         1.4 THE CLOSING. Upon the terms and subject to the conditions contained
in this Agreement, the closing of the transactions contemplated by this
Agreement (the "CLOSING") will take place on or before June 30, 2007 at such
place and/or such other time as the Parties may agree. For purposes of this
Agreement, the "CLOSING DATE" means the time and date on which the Closing
actually takes place.

         1.5 SHAREHOLDER CLOSING DELIVERIES. At the Closing, Shareholder shall
deliver to Purchaser, or cause to be delivered to Purchaser, (i) stock
certificate(s) representing the Shares, duly endorsed (or accompanied by duly
executed stock powers), for transfer to Purchaser. (as defined below).

         1.6 PURCHASER'S CLOSING DELIVERIES. Purchaser will release Purchaser's
2nd lien against the Company together with its promissory note in the form
annexed hereto marked as Exhibit "F".


<PAGE>

2. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER AND THE COMPANY. Shareholder
and the Company hereby jointly and severally represent and warrant to Purchaser
as follows:

         2.1 CORPORATE EXISTENCE. The Company is a corporation duly organized,
and in existence under the laws of the State of Texas and the Company has all
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as currently conducted. The Company is duly
qualified to do business in each jurisdiction in which the nature of its
business makes such qualification necessary, except in those jurisdictions where
the failure to be so qualified would not have a Material Adverse Effect.

         2.2 CAPITALIZATION. The authorized capital stock of the Company
consists of 1,000,000 shares of common stock, $1.00 par value (the "COMMON
STOCK"), of which 1,000 shares are issued and outstanding and constitute the
Shares. There are no series or classes of stock of the Company other than the
Common Stock. All of the Shares have been duly authorized, validly issued and
are fully paid and nonassessable. The Company has no other shares of any kind
authorized or issued, no issued securities convertible into or exchangeable for
or carrying the right to acquire any equity security of the Company and no
issued options, warrants or other agreements or commitments under which the
Company is obligated to issue any additional shares or equity interests.

         2.3 TITLE TO THE SHARES. Shareholder now owns, and on the Closing Date
will own, the Shares free and clear of any mortgage, imperfection of title,
lien, pledge, option, security interest, claim, charge or other encumbrance of
any kind (collectively, "ENCUMBRANCES").

         2.4 SUBSIDIARIES. The Company has no subsidiaries.

         2.5 AUTHORITY. This Agreement constitutes the legal, valid and binding
obligation of the Company and Shareholder, enforceable against each of them in
accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors' rights; and (ii) as limited by general
principles of equity that restrict the availability of specific performance,
injunctive relief or other equitable remedies. Shareholder and the Company each
have all necessary power and authority under their organizational documents and
applicable Legal Requirements to execute and deliver this Agreement and to carry
out their respective obligations hereunder. All actions on the part of
Shareholder and the Company necessary for the due authorization, execution and
delivery of this Agreement and the performance of their respective obligations
hereunder have been taken or will be taken prior to the Closing.

         2.6 NO ADVERSE CONSEQUENCES. Neither the execution and delivery of this
Agreement by the Company nor the consummation of the transactions contemplated
hereby will (i) violate or conflict with any provision of the Company's Articles
of Incorporation or Bylaws, (ii) violate, in any material respect, any Legal
Requirement applicable to the Company, or (iii) conflict with or result in the
breach of the terms, conditions or provisions of any material agreement to which
the Company is a party or by which it is bound.

<PAGE>

         The shareholders will provide waiver of right of first refusal for the
sale of the common stock.

         2.7 LITIGATION. Purchaser is aware of all litigation at the time of
closing.

         2.8 COMPLIANCE WITH LAWS. The Company has at all relevant times
conducted its business in compliance, in all material respects, with its
Articles of Incorporation and its Bylaws. To the knowledge of Shareholder and
the Company, the Company is not in violation of any applicable Legal
Requirement, other than violations which would not have a Material Adverse
Effect. To the knowledge of Shareholder and the Company, the Company has not
been charged with, or threatened with a charge of, a violation of any Legal
Requirement.

         2.9 OWNED REAL PROPERTY. EXHIBIT B lists and describes all real
property that the Company owns. With respect to each such parcel of owned real
property:

                  (a) the Company has good and marketable title, with the
exception of any notes disclosed in this contract, to the parcel of real
property, free and clear of any Encumbrance, easement, covenant, or other
restriction, except for installments of special assessments not yet delinquent
and recorded easements, covenants, and other restrictions which do not impair
the current use, occupancy, or value, or the marketability of title, of the
property subject thereto.

                  (b) there are no pending or threatened condemnation
proceedings, lawsuits, or administrative actions relating to the property or
other matters affecting adversely the current use, occupancy, or value thereof.

                  (c) the legal description for the parcel contained in the deed
thereof describes such parcel fully and adequately, the buildings and
improvements are located within the boundary lines of the described parcels of
land, are not in violation of applicable setback requirements, zoning laws, and
ordinances (and none of the properties or buildings or improvements thereon are
subject to "permitted non-conforming use" or "permitted non-conforming
structure" classifications), and do not encroach on any easement which may
burden the land, and the land does not serve any adjoining property for any
purpose inconsistent with the use of the land, and the property is not located
within any flood plain or subject to any similar type restriction for which any
permits or licenses necessary to the use thereof have not been obtained;

                  (d) all facilities have received all approvals of governmental
authorities (including licenses and permits) required in connection with the
ownership or operation thereof and have been operated and maintained in
accordance with applicable laws, rules, and regulations;

                  (e) there are no leases, subleases, licenses, concessions, or
other agreements, written or oral, granting to any party or parties the right of
use or occupancy of any portion of the parcel of real property;

                  (f) there are no outstanding options or rights of first
refusal to purchase the parcel of real property, or any portion thereof or
interest therein;

<PAGE>

                  (g) there are no parties (other than the Company) in
possession of the parcel of real property;

                  (h) all facilities located on the parcel of real property are
supplied with utilities and other services necessary for the operation of such
facilities, including gas, electricity, water, telephone, sanitary sewer, and
storm sewer, all of which services are adequate in accordance with all
applicable laws, ordinances, rules, and regulations and are provided via public
roads or via permanent, irrevocable, appurtenant easements benefiting the parcel
of real property; and the purchaser acknowledges the property is in a rural
setting. Public utilities are not all available such as storm sewers, sanitary
sewers, and public water supply. Private septic systems are in place as well as
multiple irrigation wells.

                  (i) each parcel of real property abuts on and has direct
vehicular access to a public road, or has access to a public road via a
permanent, irrevocable, appurtenant easement benefiting the parcel of real
property, and access to the property is provided by paved public right-of-way
with adequate curb cuts available. The parcel of real property has direct
vehicular access to a public city paved street; however access on the property
itself is not paved. There are no curb cuts available in this rural setting.

         2.10 LEASED REAL PROPERTY. Exhibit B also lists and describes briefly
all real property leased or subleased to the Company. The mobile home is not
included with the assets.

         2.11 TANGIBLE ASSETS. EXHIBIT C lists and describes all buildings,
machinery, equipment and other tangible assets owned by the Company. The Company
has good and marketable title to all such tangible assets, free and clear of any
Encumbrances with the exception of the equipment leases that the purchaser is
assuming. The Company owns or leases all buildings, machinery, equipment, and
other tangible assets necessary for the conduct of its business as presently
conducted. Each such tangible asset is free from defects (patent and latent),
has been maintained in accordance with normal industry practice, is in good
operating condition and repair (subject to normal wear and tear), and is
suitable for the purposes for which it presently is used.

         2.12 ENVIRONMENTAL AND SAFETY LAWS. The Company is not in violation in
any material respect of any applicable statute, law or regulation relating to
the environment or occupational health and safety.

         2.13 TAX RETURNS AND PAYMENTS. The Company has filed all Tax Returns
(federal, state and local) required to be filed by it, and all such filed Tax
Returns are complete and accurate in all material respects with the exception of
ad valorem taxes owed to Midland Central Appraisal District for calendar year
2006. To the knowledge of the Company and the Shareholder, all Taxes shown to be
due and payable on such Tax Returns, any assessments imposed, and all other
Taxes (including Taxes that the Company is obligated to withhold from amounts
owing to any employee, creditor or third party) due and payable by the Company
have been paid or will be paid prior to the time they become delinquent. To the
knowledge of the Company and the Shareholder, the Company has not been advised
(i) that any of its Tax Returns, federal, state, local, foreign or other, has
been or is being audited as of the date hereof, or (ii) of any deficiency in
assessment or proposed adjustment to its Taxes. There exists no liability for
any Tax or potential Tax to be imposed upon the properties or assets of the
Company as of the date of this Agreement that is not adequately provided for and
reserved against on the Financial Statements (as defined below). The financial
statements are unaudited, not reviewed, based on FIT basis and information
furnished by the stockholder/company - they do not comply with GAAP nor do they
have any additional required information that would show investing and cash
management of the company.

<PAGE>

         2.14 AGREEMENTS; ACTIONS. There are no agreements, understandings or
proposed transactions between the Company, on the one hand, and the Shareholder
or any of the Company's officers or directors, on the other.

         2.15 UNDISCLOSED LIABILITIES. The Company does not have any liability
or obligation (whether absolute, accrued, contingent or other, and whether due
or to become due) which is not accrued, reserved against or verbally disclosed
to the purchaser, other than liabilities incurred in the ordinary course of
business consistent with past practice which individually or in the aggregate
are not material to the Company or would not have a Material Adverse Effect.

         2.16 BOOKS AND RECORDS. Complete copies of minute books, stock
certificate books and stock transfer ledgers of the Company will be made
available to Purchaser and their auditors.

         2.17 INVENTORY. There is no inventory included in this agreement.

         2.18 BANK ACCOUNTS. N/A

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and
warrants to Shareholder as follows:

         AUTHORITY. This Agreement constitutes the legal, valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms. Purchaser has the absolute and unrestricted right, power and authority to
execute and deliver this Agreement and to perform its obligations hereunder.
Purchaser has all necessary power and authority under its organizational
documents and all applicable Legal Requirements to execute and deliver this
Agreement and to carry out its obligations hereunder. All actions on the part of
Purchaser necessary for the due authorization, execution and delivery of this
Agreement and the performance of its obligations hereunder have been taken or
will be taken prior to the Closing.

4. CERTAIN COVENANTS OF THE PARTIES.

         4.1 ACCESS AND INVESTIGATION. At closing the Shareholder shall provide
the Purchaser copies of payables, leases and contracts, and tax information.
Purchaser can reasonably request other data within 14 days of closing.

<PAGE>

All of this information is the property of the Shareholder and will remain as
such, including work papers and all electronic information, hard copy
information, and all duplicates whether held by the purchaser or their auditors.
Purchaser will hold such information in complete confidence.

         4.2 OPERATION OF THE COMPANY'S BUSINESS. During the Pre-Closing Period
the Company shall conduct its business and operations in substantially the same
manner as such business and operations have been conducted prior to the date of
this Agreement. Without limiting the generality of the foregoing, the Company
shall not declare, set aside, or pay any dividend or make any distribution with
respect to its capital stock or redeem, purchase, or otherwise acquire any of
its capital stock.

         4.3 PRESERVATION OF BUSINESS. The Company shall keep its business and
properties substantially intact, including its present operations, physical
facilities, working conditions, and relationships with lessors, licensors,
suppliers, customers, and employees.

         4.4 EMPLOYMENT AGREEMENT. None

         4.5 COVENANT NON TO COMPETE. During the one-year period following the
Closing Date, Purchaser shall not, directly or indirectly, engage in competition
with the Company in any manner or capacity (e.g., as an advisor, principal,
agent, partner, officer, director, stockholder, employee, member of any
association or otherwise) in any phase of the business which the Company is
conducting related only to shrubs and trees during said one-year period.

5. CONDITIONS PRECEDENT.

         5.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER. The obligations
         of Purchaser to affect the Purchase and otherwise consummate the
         transactions contemplated by this Agreement are subject to the
         satisfaction, at or prior to the Closing, of each of the following
         conditions:

                  (a) Each of the representations and warranties made by the
Company and Shareholder in this Agreement shall have been accurate in all
material respects as of the date of this Agreement, and shall be accurate in all
material respects as of the Closing Date as if made at the Closing Date;

                  (b) All of the covenants and obligations that the Company and
Shareholder are required to comply with or to perform at or prior to the Closing
shall have been complied with and performed in all material respects;

                  (c) Purchaser shall have received the written resignations of
all of the directors and officers of the Company, effective as of the Closing
Date;

                  (d) N/A

                  (e) N/A

<PAGE>

         5.2 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND SHAREHOLDER.
The obligations of the Company and Shareholder to affect the Purchase and
otherwise consummate the transactions contemplated by this Agreement are subject
to the satisfaction, at or prior to the Closing, of the following conditions:

                  (f) Each of the representations and warranties made by
Purchaser in this Agreement shall have been accurate in all material respects as
of the date of this Agreement, and shall be accurate in all material respects as
of the Closing Date as if made at the Closing Date; and

                  (g) All of the covenants and obligations that Purchaser is
required to comply with or to perform at or prior to the Closing shall have been
complied with and performed in all material respects.

6. INDEMNIFICATION AND SURVIVAL.

         6.1 INDEMNIFICATION. The parties understand and agree the Company
purchased a tract of land in Tom Green County, which was foreclosed upon by the
lender. The lender is marketing the land in an effort to sell it for a price
that extinguishes the debt. If there is still money owed to the lender after the
sale, Shareholder agrees that it will indemnify and hold Purchaser harmless from
any and all liability which Purchaser might otherwise have with respect to said
indebtedness.

         6.2 SURVIVAL OF REPRESENTATIVES AND WARRANTIES. All of the
representations and warranties of the parties contained in this Agreement shall
survive the Closing and continue in full force and effect for a period of two
years thereafter (subject to any applicable statutes of limitations).

7. MISCELLANEOUS PROVISIONS.

         7.1 EXPENSES. Each of the Company, Shareholder and Purchaser shall pay
all costs and expenses that it incurs with respect to the negotiation,
execution, delivery and performance of this Agreement and all of the
transactions contemplated hereby.

         7.2 ATTORNEYS' FEES. If any legal action or other legal Proceeding
         relating to this Agreement or the enforcement of any provision thereof
         is brought against any party hereto, the prevailing party shall be
         entitled to recover reasonable attorneys' fees, costs and disbursements
         (in addition to any other relief to which the prevailing party may be
         entitled).

         7.3 NOTICE. Any notice or other communication required or permitted to
         be delivered to any party under this Agreement shall be in writing and
         shall be deemed properly delivered, given and received when delivered
         (by hand, by registered mail, by courier or express delivery service or
         by facsimile) to the address or facsimile number set forth beneath the
         name of such party below (or to such other address or facsimile number
         as such party shall have specified in a written notice given to the
         other parties hereto):

<PAGE>

                  If to the Company:
                           S&S Plant Farm.
                           3011 Todd Road
                           P.O. Box 7033
                           Midland, Texas  79705

         If to the Purchaser:
                  Curtis Schmid
                           3220 Fannin Ave.
                           Midland, Texas  79705
                           Telephone: 432-620-0345

                  If to Shareholder:
                           Penge Corp.
                           3327 West Wadley, Suite 3-366
                           Midland, Texas 79707
                           Attn: Kirk Fischer
                           Telephone: (432) 683-8800
                           Facsimile: (432) 683-8801

Any of the above addresses may be changed at any time by notice given as
provided above; PROVIDED, HOWEVER, that any such notice of change of address
shall be effective only upon receipt. All notices, requests or instructions
given in accordance herewith shall be deemed received on the date of delivery,
if hand delivered, sent by facsimile or by overnight courier, and three (3)
business days after the date of mailing, if mailed by certified mail, return
receipt requested.

         7.4 HEADINGS. The headings contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.

         7.5 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.

         7.6 GOVERNING LAW. This Agreement shall be construed in accordance
with, and governed in all respects by, the internal laws of the State of Texas
(without giving effect to principles of conflicts of laws).

         7.7 JURISDICTION; SERVICE OF PROCESS. Any action or Proceeding seeking
to enforce any provision of, or based on any right arising out of, this
Agreement may be brought against any of the parties in the courts of the State
of Texas, County of Midland, or, if it has or can acquire jurisdiction, in the
United States District Court for the Western District of Texas and each of the
parties consents to the jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or Proceeding and waives any objection to
the venue laid therein. Process in any action or Proceeding referred to in the
preceding sentence may be served on any party anywhere in the world.

         7.8 SUCCESSORS AND ASSIGNS. No party to this Agreement may assign any
of its rights hereunder without the prior written consent of the other parties
hereto. Subject to the preceding sentence, this Agreement will apply to, be
binding in all respects upon, and inure to the benefit of the successors and
permitted assigns of the parties.

<PAGE>

         7.9 Waiver.

                  (h) No failure on the part of a party to this Agreement to
exercise any power, right, privilege or remedy under this Agreement, and no
delay on the part of any party hereto in exercising any power, right, privilege
or remedy under this Agreement, shall operate as a waiver of such power, right,
privilege or remedy; and no single or partial exercise of any such power, right,
privilege or remedy shall preclude any other or further exercise thereof or of
any other power, right, privilege or remedy.

                  (i) No party shall be deemed to have waived any claim arising
out of this Agreement, or any power, right, privilege or remedy under this
Agreement, unless the waiver of such claim, power, right, privilege or remedy is
expressly set forth in a written instrument duly executed and delivered on
behalf of such party; and any such waiver shall not be applicable or have any
effect except in the specific instance in which it is given.

         7.10 AMENDMENTS. This Agreement may not be amended, modified, altered
or supplemented other than by means of a written instrument duly executed and
delivered on behalf of Purchaser, the Company and Shareholder.

         7.11 SEVERABILITY. In the event that any provision of this Agreement,
or the application of any such provision to any Person or set of circumstances,
shall be determined to be invalid, unlawful, void or unenforceable to any
extent, the remainder of this Agreement, and the application of such provision
to Persons or circumstances other than those as to which it is determined to be
invalid, unlawful, void or unenforceable, shall not be impaired or otherwise
affected and shall continue to be valid and enforceable to the fullest extent
permitted by law.

         7.12 THE SHADE HOUSE. Shareholder and Purchaser agree that for up to
one year after the closing, Shareholder will be entitled to utilize The Shade
House and for rent Shareholder will pay the electric bill for the meter which is
separately metered to that facility to irrigate that facility and the cost of
the chemical treatment for the reverse osmosis system. Purchaser for that one
year period will cover the cost of the maintenance contract to keep the reverse
osmosis system running efficiently. This electric bill will be capped at $500
per month.

         7.13 PAYROLL AND SALES TAXES. Shareholder agrees that in the event any
appropriate governmental authority determines that the Company's payments of
either sales taxes, or payroll taxes have been deficient for any period prior to
the Closing Date and back to March 1, 2005, Shareholder will indemnify, defend
and however hold harmless Purchaser from any liability or obligation for any
such tax or taxes.



                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


The parties hereto have caused this Agreement to be executed and delivered as of
the Effective Date.

COMPANY                                       SHAREHOLDER

S&S PLANT FARM.                               PENGE CORP.

By:  /s/ KIRK FISCHER                         By: /s/ KIRK FISCHER
    ------------------------------                ---------------------------
    Name: KIRK FISCHER                            Name: KIRK FISCHER
    Title: CEO                                    Title: CEO



PURCHASER


/S/ CURTIS SCHMID
------------------------------------
Curtis Schmid
3220 Fannin Ave.
Midland, Texas  79705



<PAGE>


                                    EXHIBIT A
                                   DEFINITIONS

The capitalized terms used in the attached Agreement (including in the Exhibits
to the Agreement) have the meanings specified in the context where such terms
are defined or the meanings specified below (all references to a Section are to
a Section of or to this Agreement; the singular shall include the plural and the
plural the singular):

"DAMAGES" shall include any loss, damage, injury, decline in value, lost
opportunity, liability, claim, demand, settlement, judgment, award, fine,
penalty, Tax, fee (including any reasonable legal fee, expert fee, accounting
fee or advisory fee), charge, cost (including any cost of investigation) or
expense of any nature.

"GOVERNMENTAL AUTHORITY" means any: (a) nation, principality, state,
commonwealth, province, territory, county, municipality, district or other
jurisdiction of any nature; (b) federal, state, local, municipal, foreign or
other government; or (c) governmental or quasi-governmental authority of any
nature (including any governmental division, subdivision, department, agency,
bureau, branch, office, commission, council, board, instrumentality, officer,
official, representative, organization, unit, body or entity and any court or
other tribunal).

"LEGAL REQUIREMENT" means any federal, state, local, municipal, foreign or other
law, statute, legislation, constitution, principle of common law, resolution,
ordinance, code, edict, decree, proclamation, treaty, convention, rule,
regulation, ruling, directive, pronouncement, requirement, specification,
determination, decision, opinion or interpretation that is, has been or may in
the future be issued, enacted, adopted, passed, approved, promulgated, made,
implemented or otherwise put into effect by or under the authority of any
Governmental Authority.

"MATERIAL ADVERSE EFFECT" means any effect, change or event that has or is
reasonably likely to have a material adverse effect on the business, assets,
prospects, results of operations or condition (financial or otherwise) of the
Company.

"PERSON" means any individual, entity or Governmental Authority.

"PROCEEDING" means any action, suit, litigation, arbitration, proceeding
(including any civil, criminal, administrative, investigative or appellate
proceeding and any informal proceeding), prosecution, contest, hearing, inquiry,
inquest, audit, examination or investigation that is, has been or may in the
future be commenced, brought, conducted or heard by or before, or that otherwise
has involved or may involve, any Governmental Authority or any arbitrator or
arbitration panel.

"REPRESENTATIVES" means officers, directors, employees, agents, attorneys,
accountants, advisors and representatives.

"TAX" means any tax (including any income tax, franchise tax, capital gains tax,
estimated tax, gross receipts tax, value-added tax, surtax, excise tax, ad
valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business
tax, occupation tax, inventory tax, occupancy tax, withholding tax or payroll
tax), levy, assessment, tariff, impost, imposition, toll, duty (including any
customs duty), deficiency or fee, and any related charge or amount (including
any fine, penalty or interest), that is, has been or may in the future be (a)
imposed, assessed or collected by or under the authority of any Governmental
Authority, or (b) payable pursuant to any tax-sharing agreement or similar
contract.

"TAX RETURN" means any return (including any information return), report,
statement, declaration, estimate, schedule, notice, notification, form,
election, certificate or other document or information that is, has been or may
in the future be filed with or submitted to, or required to be filed with or
submitted to, any Governmental Authority in connection with the determination,
assessment, collection or payment of any Tax or in connection with the
administration, implementation or enforcement of or compliance with any Legal
Requirement relating to any Tax.


<PAGE>


                                    EXHIBIT B
                              COMPANY REAL PROPERTY

1. 5 Acres of Skyview Dev, Sec 2

2. 45 Acres west of the 5 Acre Parcel





The legal description for both parcels is attached.



<PAGE>


                                    EXHIBIT C
                                 TANGIBLE ASSETS

1. 1 Caterpillar Skid Steer 1236

2. 1 Freightliner 1999-FL 80 Box Truck

3. 1 Freightliner 1999-FL-70 Box Truck

4. 1 Semi Tractor 1994

5. 1 Semi Trailer 1991

6. All equipment listed in the 5 equipment leases



<PAGE>


                                    EXHIBIT D
                        DEBTS TO BE ASSUMED BY PURCHASER


Debt                                                           Amount
-----------------                                     --------------------
ASB Banknote                               --                124,177.40

A/P - Leases                        70,000.00
Net Bank                            70,000.00
Irwin                               70,000.00
Pinnacle                            70,000.00
US Bank                             70,000.00
Santa Barbara                       70,000.00
                                                             350,000.00

A/P
Bordier's Nursery                   10,744.15
Greenleaf                           21,932.67
Hines                               15,213.28
Mountain States                      3,875.82
Aflac                                   38.92
A-ROO                                2,131.24
At&t                                   923.82
Atmos                               17,586.43
Avaya                                  202.66
Cap Rock Energy                      4,507.31
Bill Williams Tire                     230.23
Blackmore                           13,837.50
Bosworth                               951.07
City of Midland                      8,626.44
Colorspot                            3,289.89
Crider                                 300.27
Florist Mutual/Hortica              28,429.92
Greencreek                          29,058.32
Green Valley                        10,863.04
Grolink                              1,576.52
Kathy Reeves                         1,436.70
Kens Rent It Center                    418.39
Mastertag                            8,024.39
MCGregor Plant Sales                 2,984.41
Midland Central Appraisal           13,410.54
Midland County Assessor                201.38
Miramar                             10,389.97
Monitronics                            121.48
Nextel                               5,930.18
Rainbow                                 43.75
Sims Plastics                        5,756.76
Sunland Nursery                      3,961.64
Total Gro                            1,074.00
Vital Earth                          4,086.30
                                                             232,159.39

Total                                                        706,336.79

Curtis and Tiffany Schmid                                    138,270.96
Penge Debt Payoff

New Note 2nd Mortgage                                        155,392.25

Total Deal                                                 1,000,000.00