<PAGE>

                                                                    EXHIBIT 10.1

             OPTION AGREEMENT RELATING TO LAND AT CLEVELAND QUARRIES

This "Option Agreement" is made and entered into this 24th day of May 2004 by
and between AMERICAN STONE CORPORATION, having an address at 230 West Main
Street, South Amherst, Ohio 44001 (the "Grantor") and TRANS EUROPEAN SECURITIES
INTERNATIONAL LLP or other designee of Neil Pike, having an address at Squire,
Sanders & Dempsey L.L.P., c/o Stephen J. Crawford, Esq., 4900 Key Tower, 127
Public Square Cleveland, Ohio 44114-1304 (the "Grantee").

      1.    In consideration of the sum of $250,000.00 ("Option Fee") paid by
            the Grantee to the Grantor in accordance with the terms hereof.
            Grantor does hereby grant to Grantee an exclusive option ("Option")
            to purchase the property more particularly described on Exhibit A
            attached hereto and incorporated herein (the "Property") for the sum
            (the "Purchase Price") of Twenty-Three Million Seven Hundred and
            Forty Thousand and No/100 Dollars ($23,740,000.00) at any time
            during the period commencing on the date hereof and ending on the
            last day of the fifteenth (15th) month thereafter on August 31, 2005
            (the "Option Period"), on the terms and conditions contained herein.

      2.    The Option Fee shall be paid in two equal installments of
            $125,000.00 each, one installment due on the date hereof (as a
            condition to the effectiveness hereof), and the second installment
            payable on the two hundred seventieth (270th) day hereafter (i.e.,
            February 18, 2005).

      3.    The Option may be exercised by Grantee at any time within the Option
            Period on receipt by Grantor of written notice given by or on behalf
            of the Grantee which references this Agreement, which notice
            ("Option Notice") shall be signed by Grantee or on the Grantee's
            behalf and delivered to the Grantor at its address set forth above.

      4.    The date of receipt by Grantor of the Option Notice shall be deemed
            to be the date of exercise of the Option.

      5.    Grantee intends to improve and use the Property for development of a
            mixed-use project (the "Project") or any other lawful purpose
            Grantee may desire, in its sole and exclusive discretion ("Grantee's
            Use"). It is therefore a condition of Grantee's obligation to close
            hereunder that, prior to closing (hereinafter defined), Grantee
            secures all governmental and non-governmental permits, licenses,
            access and right-of-way agreements and approvals, including, but not
            limited to, building, excavation, signs, special use, curb cuts,
            utilities, environmental and sanitary facilities permits form the
            Government (hereinafter defined) which are required or may be
            desired for the construction and operation of such improvements for
            Grantee's Use ("Permits").

                                  Exhibit 10.1
                                  Page 1 of 13

<PAGE>

      6.    Grantee shall have the right at all times either prior to the
            expiration of the Option Period or subsequent to the exercise of the
            Option but prior to Closing, to make application for and diligently
            pursue the issuance of the Permits and shall prepare or cause to be
            prepared all plans and specifications required therefor. Permits
            shall be deemed to have been obtained only after being lawfully
            issued and after all application periods for appeal contesting such
            issuance have expired with no appeals having been taken, or if any
            appeals have been taken, such appeals having finally been resolved
            in favor of such issuance. If the Property is not presently zoned,
            platted, subdivided or lot split to permit the transfer, improvement
            and use of the Property for Grantee's Use, Grantee, at its sole
            expense, may take all necessary and proper steps and proceedings to
            obtain a change or existing zoning, platting, variance in zoning,
            subdivision, lot split, or other order appropriate under the
            applicable zoning laws and regulations desired for Grantee's Use and
            improvement of the Property ("Zoning"). In the event that Grantee
            obtains a change in Zoning but then terminates this Agreement, upon
            Grantor's request Grantee shall cooperate to again change the Zoning
            to that which exists on the date hereof (all Grantee's expense).

      7.    Grantor shall reasonably cooperate with Grantee and assist Grantee,
            at Grantee's cost, to secure the Permits and Zoning and any
            easements in such form as reasonable requested by Grantee and within
            Grantor's control to grant or obtain, including filing any
            applications or actions therefor or joining with Grantee therein,
            provided that the foregoing does not impose any cost or liability on
            Grantor or its property. Grantor shall execute any documents
            reasonably required by any federal, state, local, or other
            governmental agencies, authorities, instrumentalities, departments
            or bodies ("Government"), to the extent required by the Government,
            for the purpose of securing Permits and Zoning. Grantee shall have
            the right to decide, in its sole and exclusive discretion, whether
            or not to institute any application, proceedings or litigation, or
            otherwise take, pursue, defend or participate in the defense of any
            judicial or administrative appeals from any grant or denial, or
            upholding or reversal of any grant or denial, of any of all Permits
            or Zoning. Grantee shall have the right, in its sole and exclusive
            discretion, to abandon or terminate any of the foregoing activities
            at any time and at any stage thereof. If Grantee shall, in its sole
            or exclusive discretion, decide not to institute (or having
            instituted, to abandon or terminate) any application, proceeding or
            litigation to obtain the requisite Permits or Zoning, if the Grantee
            is unable to obtain the same, or if any litigation is threatened or
            initiated to prevent or hinder the improvement or use of the
            Property for Grantee's Use, then in any such event, Grantee may
            terminate this Option, and Grantor shall retain the Option Fee.

      8.    Grantee shall not be obligated to dedicate any Property, accept or
            give any concessions or conditions to secure Permits or Zoning, or
            improve or develop the Property or adjacent lands, streets or
            highways or pay any impact or development fees or incidental costs
            in order to secure Permits or Zoning required for Grantee's Use. At
            Closing Grantor shall transfer to Grantee, where transferable by
            law, all existing Permits owned by Grantor which are required or
            desired for Grantee's Use. The Grantee shall keep the Grantor fully
            and properly informed in writing of the process of such application
            and any connected appeal or other proceedings and supply the Grantor
            upon written request with copies of all relevant documents and
            correspondence relating thereto. Grantor shall not file any
            objection to or oppose any Permit, Zoning, application, proceeding,
            litigation, defense, or appeal undertaken by Grantee in pursuit of
            Grantee's Use.

                                  Exhibit 10.1
                                  Page 2 of 13

<PAGE>

      9.    The Grantor hereby agrees that if at the expiration of the Option
            Period the Grantee shall have received a refusal of the Permits and
            Zoning or an approval of the Permits and Zoning which is subject to
            a conditions or conditions, an in either case shall desire to appeal
            or shall be in the process of an appeal against such refusal or
            condition or conditions then the Option Period shall be extended so
            as to expire 98 days after the Grantee shall have received the
            decision notice in writing of such appeal or otherwise after any
            appeal in respect of such decision notice instigated by or on behalf
            of the Grantee shall have been finally disposed of.

      10.   If at the expiration of the Option Period, as may have been extended
            pursuant to the preceding paragraph, the Government shall have
            issued a refusal of the proposed Project but shall indicate in
            writing that such approval would be granted subject to further
            agreements, the Option Period shall be extended so as to enable the
            Grantee to negotiate and enter into such an agreement and to allow
            the Grantee to submit any necessary and further applications for
            planning permission and the Option Period shall expire 98 days after
            the refusal was issued.

      11.   In the event that Grantee exercises the Option as provided herein,
            Grantor agrees to sell and convey to Grantee, and Grantee agrees to
            purchase and accept from Grantor, the Property on the following
            terms and conditions:

            (a)   The Purchase Price shall be subject to a credit toward such
                  Purchase Price in the amount of the Option Fee paid to Grantor
                  by Grantee and to other credits, costs and prorations as set
                  forth herein. The Purchase Price shall be payable as follows:
                  (i) on the Closing Date, the sum of Five Million and No/100
                  Dollars ($5,000,000.00), (ii) on the first anniversary of the
                  Closing Date, the sum of Ten Million and No/100 Dollars
                  ($10,000,000.00), (iii) on the second anniversary of the
                  Closing Date, the balance of Purchase Price, acknowledging a
                  credit toward such balance in the amount of the Option Fee
                  paid to Grantor by Grantee. Grantee's obligation to pay the
                  Purchase Price to the Grantor shall be evidenced by a cognovit
                  promissory note, mortgage, assignment of rents and leases, and
                  such other customary financing instruments (collectively,
                  "Grantor Financing") as required by Grantor and shall be in
                  form and substance as required by Grantor. In the event that
                  Grantee fails in its obligations to pay the Purchase Price to
                  Grantor, Grantor may foreclose and re-take the Property
                  without any requirement to repay any portion of the Purchase
                  Price to the Grantee.

            (b)   The closing for the transaction contemplated by this Option
                  Agreement ("Closing Date") shall be thirty (30) days following
                  the date the Option is exercised, or the expiration of the
                  Option Period, whichever is later, whether or not the Permits
                  and Zoning have been obtained.

                                  Exhibit 10.1
                                  Page 3 of 13

<PAGE>

            (c)   On the Closing Date, Grantor shall convey to Grantee
                  indefeasible for simple title to the Property by good and
                  sufficient limited warranty deed (the "Deed") free and clear
                  of all liens and encumbrance whatsoever except (i) easements,
                  restrictions and rights of record approved by Grantee in
                  accordance with Section 16, (ii) taxes and assessments, both
                  general and special, which are a lien but not yet due and
                  payable, (iii) zoning and building regulations and ordinances,
                  if any, (iv) rights of parties in possession, (v) in the event
                  Grantee elects not to prepare a survey, matters which would be
                  disclosed by an accurate survey and inspection of the
                  Property, and (vi) the Grantor Financing (collectively,
                  "Permitted Encumbrances").

            (d)   All documents and funds necessary to the completion of this
                  transaction (the "Closing"), including Grantee's Statement of
                  Value, as required by law, shall be placed in escrow with the
                  Escrow Agent, in sufficient time to permit transfer of title
                  to the Property on the Closing Date.

                  1.    On the Closing Date, all Closing Costs except for
                        pro-rated real estate taxes, which shall be paid by the
                        Grantor, shall be satisfied by the Grantee.

                  2.    The Escrow Agent shall prorate and adjust as of the
                        Closing Date all real estate taxes, using the last
                        available valuation and tax rate for the Property. The
                        Escrow Agent shall make a special tax search, both of
                        record and with the appropriate governmental bodies, and
                        prorate unpaid installments of special assessments and
                        other assessments for governmental improvements
                        completed prior to the date of this Agreement. Grantor
                        shall obtain and be responsible for all final utility
                        bills.

                  3.    The Escrow Agent shall charge (i) to Grantor, the cost
                        of discharging any mortgage or other lien encumbering
                        the Property and all prorations to which Grantee is
                        entitled under the above paragraph; and (ii) to Grantee,
                        the cost of the filing the Deed for record, all
                        prorations to which Grantor is entitled, the real
                        property conveyance fee, any escrow fees, the cost of
                        title examination and premium for the policy of title
                        insurance and every other closing cost whatsoever.

12.   Should Grantor default in the performance of any of its obligations set
      forth in this Option Agreement or should there be a breach of any of the
      Grantor's representations and warranties, including but not limited to
      those relating to the environmental condition of the Property, then,
      whether or not the Option is exercised, Grantor shall promptly return the
      Option Fee, or so much thereof as shall have then been paid, to Grantee
      and the Option and this Option Agreement shall thereupon terminate (except
      with respect to these provisions which expressly survive the termination
      hereof). In addition, Grantee shall be entitled to exercise all remedies
      as may be available to it either at law or in equity. The parties
      acknowledge that should Grantor default in the performance of any of its
      obligations under this Option Agreement, there will be no adequate remedy
      at law available to Grantee, and if Grantee so elects, Grantee shall be
      entitled to specific performance of all of Grantor's obligations under
      this Option Agreement.

                                  Exhibit 10.1
                                  Page 4 of 13

<PAGE>

13.   If Grantee fails to pay Grantor the second installment of the Option Fee,
      Grantor shall have the right to retain the first installment, and the
      Option and this Option Agreement shall thereupon terminate (except with
      respect to these provisions which expressly survive the termination
      hereof). In addition, Grantor shall have the right to retain the Option
      Fee if Grantee fails to exercise the Option prior to the expiration of the
      Option Period. Further, if Grantee exercises the Option, but following
      exercise, Grantee fails to close the purchase by the Closing Date (unless
      the failure is caused by Grantor's default or breach by Grantor of any of
      its representations or warranties), then Grantor shall have the right to
      retain the Option Fee and the Option and this Option Agreement shall
      thereupon terminate (except with respect to these provisions which
      expressly survive the termination hereof). In addition to the remedies set
      forth above, Grantor shall be entitled to exercise all remedies as may be
      available to it either of law or in equity.

14.   Notwithstanding anything to the contrary in this Option Agreement, under
      no circumstances shall any party be liable to any other party at law or in
      equity and whether based on contract, tort, or otherwise, for any
      indirect, incidental, consequential, or punitive damages as a result of
      the performance or non-performance of the obligations imposed pursuant to
      this Agreement irrespective of the causes thereof, including fault or
      gross negligence or willful misconduct, and the parties hereby irrevocably
      waive any claim against each other for any such incidental, consequential,
      multiple, special, or punitive damages.

15.   The Grantor shall within a period of fourteen (14) days from the date
      hereof (June 7, 2004) engage Surety Title Agency, Inc., 1010 Leader
      Building, 526 Superior Avenue E., telephone: 216-589-8299 ("Title Company"
      and "Escrow Agent"), or such other reputable title company acceptable to
      the Grantee as the title agent for purposes of the transaction
      contemplated hereby and as escrow agent (in such capacity the Title
      Company is sometimes referred to as the "Escrow Agent") and cause the
      Title Company to provide Grantee with a written commitment (the
      "Commitment") for an ALTA Owner's Fee Policy of Title Insurance ("Title
      Policy") in the amount of the Purchase Price, insuring title to the
      Property to be good in Grantee after the Deed is filed for record,
      together with copies of all exception referred to or listed therein. Prior
      to the expiration of the Option Period, Grantee or Grantee's attorney
      shall notify Grantor or Grantor's attorney in writing of any defect(s) in
      title to the Property, as evidenced by the Commitment, to which Grantee
      objects. Grantor shall have until the expiration of the Option Period to
      provide Grantee written notice and reasonable assurances that said
      defect(s) will be removed prior to the Closing Date, or to cause Escrow
      Agent, at Grantee's expense, to commit to insure over such defect(s) and
      to provide Grantee with evidence thereof at which time the title
      contingency shall deem to be satisfied; provided, however, that Grantor
      shall be under no obligation to cure any such defect. In the event that on
      the Closing Date said defect(s) are not removed, insured over by Escrow
      Agent, or waived in writing by Grantee, Grantee shall have the option
      either to: (i) accept title to the Property subject to such title
      defect(s) without a diminution of the Purchase Price, in which event such
      defect(s) shall be deemed approved by Grantee and the title contingency
      shall be deemed to be satisfied, or (ii) terminate this Option Agreement,
      whether or not the Option has been exercised, in which event Grantor shall
      immediately refund to Grantee the Option Fee, or so much thereof as shall
      have been paid to Grantor, without interest, and the parties shall be
      released from all further obligations under this Option Agreement (except
      those obligations which expressly survive the termination hereof).

                                  Exhibit 10.1
                                  Page 5 of 13

<PAGE>

16.   The Grantor hereby consents to the Grantee having access to Property, at
      all times either prior to the expiration of the Option Period or
      subsequent to the exercise of the Option but prior to Closing, for the
      purpose of carrying out site surveys, conducting soil tests, conducting
      environmental site assessments, and other inspections. Grantee agrees to
      repair any damage to the Property and to indemnify against and hold
      Grantor harmless from any claim for liabilities, costs, expenses
      (including reasonable attorneys' fees actually incurred) damages or
      injuries arising out of or resulting from the inspection or testing of the
      Property by Grantee or its agents, and notwithstanding anything to the
      contrary in the Agreement, such obligations to indemnify and hold harmless
      Grantor shall survive Closing or any termination of this Agreement.

17.  (a)    At all times subsequent to the date hereof, Grantee shall pay to
            Grantor, on the first day of each calendar quarter continuing into
            perpetuity, twenty-five percent (25%) of any and all Net Profit
            (hereinafter defined) arising from the operation of the Property or
            any sale of all or part of the Property or transfer of an interest
            in this Option Agreement ("Grantor Profit Sharing"), except for Net
            Profit attributable exclusively to Residential Sales of the Property
            (hereinafter defined). For purposes of this Option Agreement, "Net
            Profit" in a selling context, shall mean gross sales price minus
            $25,800 per acre; "Net Profit," in a context where the Grantor
            generates income without a sale, shall mean all revenue from the
            transaction. "Residential Sales of the Property" shall mean a sale
            or lease by Grantee (or any affiliate in which Grantee has a
            controlling interest, an "Affiliate") of any portion of the Property
            where the buyer/lessee/transferee is acquiring a portion or all of
            the Property exclusively for residential use, including but not
            limited to a sale or lease of any single- family or multi-family
            residential dwelling unit(s), the sale or lease of any single-family
            or multi-family residential lot(s), or the sale or lease of any
            portion of the Property to a developer or developers which are not
            an Affiliate for single-family or multi-family residential use as
            opposed to any commercial, hotel, motel, recreational or other use
            unrelated to permanent private living quarters. In a transfer of all
            or a portion of the Property where the transferee is acquiring a
            portion or all of the Property for residential use and
            nonresidential use, the Grantor Profit Sharing will apply to the
            proceeds of the transfer applicable to the entire nonresidential
            portion of said transaction. The provisions contained in this
            Section 17 shall be binding upon Grantee and all of its Affiliates
            at all times.

      (b)   At the time of each payment of Grantor Profit Sharing, Grantee shall
            furnish such documentation evidencing the calculation of the Grantor
            Profit Sharing as reasonably required by Grantor. At Closing,
            Grantor and Grantee agree to record in the Lorain County records, an
            agreement in form and substance acceptable to Grantor, evidencing
            Grantor's rights to such Grantor Profit Sharing, which shall
            include, without limitation, the right of Grantor to examine the
            books and records of Grantee with respect the Property.

                                  Exhibit 10.1
                                  Page 6 of 13

<PAGE>

18.   Grantor represents and warrants to, and covenants with, Grantee, as
      follows, effective as of the date of this Option Agreement and as of the
      Closing Date:

      (a)   Grantor has all necessary corporate power and authority to own the
            Property, to enter into this Option Agreement, and to execute the
            Option Agreement.

      (b)   Grantor has good and indefeasible title to the Property, subject
            only to the Permitted Encumbrances.

      (c)   There are no other agreements for the sale of the Property which
            remain effective as of the date hereof.

      (d)   Grantor's execution, delivery or performance of this Option
            Agreement will not constitute a default under Grantor's
            organizational documents any agreement, lease, indenture, order or
            other instrument or document by which Grantor or any of the Property
            may be bound, and does not and will not violate any provision of
            municipal, state or federal, statutory or otherwise, to which
            Grantor or the Property may be subject.

      (e)   To Grantor's actual knowledge, the Property is in material
            compliance with all applicable federal, state and local statutes,
            laws, ordinances, orders, requirements, rules and regulations
            (including, but not limited to, zoning and environmental laws).

      (f)   No notice of violation of any applicable federal, state or local
            statute, law, ordinance, order, requirement, rule or regulation, or
            of any covenant, condition, restriction or easement affecting the
            Property, or with respect to the maintenance, use or occupancy of
            the Property, has been received by Grantor from any governmental
            authority having jurisdiction over the Property or by any other
            person entitled to enforce the same.

      (g)   To Grantor's actual knowledge, no toxic or hazardous substances or
            wastes, pollutants or contaminants (including, without limitation,
            asbestos, urea formaldehyde, the group of organic compounds known as
            polychlorinated biphenyl, petroleum products including gasoline,
            fuel oil, crude oil and various constituents of such products, and
            any hazardous substance as defined in the Comprehensive
            Environmental Response, Compensation and Liability Act of 1980
            ("CERCLA"), 42 U.S.C. Section 9601-9657, as amended) have been
            generated, treated, stored, released or disposed of, or otherwise
            placed, deposited in or located on the Property, nor has any such
            activity been undertaken on the Property.

                                  Exhibit 10.1
                                  Page 7 of 13

<PAGE>

            The parties agree that (i) Grantee is relying upon the
            representations and warranties of Grantor as aforesaid, (ii) the
            same are a material inducement to Grantee entering into this Option
            Agreement, (iii) all such representations and warranties shall
            continue to be true on the Closing Date, and (iv) the same shall
            survive the filing of the Deed and the consummation of the
            transaction contemplated hereby. Subject to Section 14, Grantor
            agrees to, and does hereby, indemnify Grantee and hold it harmless
            from and against any and all liability, loss, cost or expense
            (including reasonable attorney's fees) arising out of or in any way
            connected with any misrepresentation or breach of warranty or
            covenant of Grantor contained in this Agreement.

      19.   The Grantor further agrees:

            (h)   This Option Agreement shall not become effective and binding
                  until fully executed by both Grantor and Grantee.

            (i)   All notices, demands and/or consents provided for in this
                  Option Agreement shall be in writing and shall be delivered to
                  the parties hereto by hand, by nationally recognized overnight
                  courier or by United States Mail (Certified Mail Return
                  Receipt Requested) with postage pre-paid. Such notices shall
                  be deemed to have been served on the date delivered to the
                  other party, deposited with the overnight courier or
                  postmarked, as the case may be. All such notices and
                  communications shall be addressed to the Grantor and to
                  Grantee a the address specified in the first paragraph of this
                  Agreement or at such other address as either Grantee or
                  Grantor may specify to the other in writing delivered in
                  accordance with this paragraph.

            (j)   This Option Agreement shall, in all respects, be governed by,
                  construed, applied and enforced in accordance with the laws of
                  the State of Ohio, without regard to the conflict of laws
                  principles thereof.

            (k)   This Option Agreement shall apply to, inure to the benefit of
                  and be binding upon and enforceable against the parties hereto
                  and their respective heirs, successors, and/or assigns, to the
                  extent as if specified at length throughout this Option
                  Agreement, provided that this Option Agreement is not
                  assignable by Grantor without the written consent of Grantee,
                  which consent shall not be unreasonably withheld, delayed or
                  conditioned.

            (l)   Time is of the essence of the Option Agreement; provided,
                  however, that whenever under the terms of this Option
                  Agreement the time for performance of a covenant or condition,
                  or delivery of any instrument, falls upon a day that is not a
                  business day, such time for performance and/or delivery shall
                  be extended to the next business day.

            (m)   The headings inserted at the beginning of each paragraph
                  and/or subparagraph are for convenience of reference only and
                  shall not limit or otherwise affect or be used in the
                  construction of any terms or provisions hereof.

                                  Exhibit 10.1
                                  Page 8 of 13

<PAGE>

      (n)   Any cost and/or fees incurred by the Grantee or Grantor in executing
            this Option Agreement shall be borne by the respective party
            incurring such cost and/or fee.

      (o)   This Option Agreement may be executed in any number of counterparts,
            each of which shall be deemed to be an original, and all of such
            counterparts shall constitute one Option Agreement. Signature pages
            may be detached from the counterparts and attached to a single copy
            of this Option Agreement to physically form one document.

      (p)   If any term, provision or condition of this Option Agreement is
            found to be or is rendered invalid or unenforceable, it shall not
            affect the remaining terms, provisions and conditions of this Option
            Agreement, and each and every other term, provision and condition of
            this Option Agreement shall be valid and enforceable to the fullest
            extent permitted by law.

      (q)   Grantor and Grantee agree that neither party will file this Option
            Agreement for record in the official real estate records of the
            county in which the Property is located; however each party shall,
            on the date hereof, duly execute and acknowledge a memorandum of
            this Option Agreement in the form of Exhibit B attached hereto and
            incorporated herein which may be filed for record by either party.

      (r)   Notwithstanding anything contained in this Agreement to the
            contrary, the Option shall be exercised, if at all, no later than
            August 31, 2005.

      (s)   Each party represents to the other that there is no broker or other
            person who may be entitled to a commission or similar fee in
            connection with this transaction. Each party agrees to defend,
            indemnify and save harmless the other from and against all other
            claims for brokerage or other commissions or similar fees or
            compensation for any service rendered at its instance in connection
            with this Option Agreement.

                                  Exhibit 10.1
                                  Page 9 of 13

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Option Agreement
to be executed under proper authority.

                           GRANTOR:

                           AMERICAN STONE CORPORATION

                           By: /s/ Thomas H. Roulston
                               --------------------------
                               Thomas H. Roulston II, Chairman

                           GRANTEE:

                           TRANS EUROPEAN SECURITIES INTERNATIONAL LLP

                           By: /s/ Neil Pike
                               -----------------
                               Neil Pike, Designated Member

                                  Exhibit 10.1
                                  Page 10 of 13

<PAGE>

                                    EXHIBIT A

<TABLE>
<CAPTION>
PERMANENT PARCEL NO.       ACRES
--------------------       -------
<S>                        <C>          <C>
01 05-00-008-000-011       133.200

13 01-00-057-000-012        38.060

13 01-00-072-000-013        45.140

08 05-00-009-000-090        38.890

08 05-00-009-000-078         0.240

08 05-00-010-101-046         7.060

08 05-00-091-102-015        45.720

08 05-00-092-000-016        52.290

08 05-00-092-000-017         5.210

08 05-00-009-000-092        68.380

01 05-00-091-101-014        21.320

01 05-00-092-000-018       176.680

01 05-00-093-000-021       240.070

01 05-00-094-102-024        45.080
                           -------

                       TOTAL ACREAGE    917.340
</TABLE>

                                  Exhibit 10.1
                                  Page 11 of 13

<PAGE>

                                    EXHIBIT B

      1. MEMORANDUM OF OPTION

      THIS MEMORANDUM OF OPTION ("Memorandum") is made this _____ day of
_______________, 2004, by and between _________________________ a[n]
_________________________ ("Grantor") and _________________________ a[n]
_________________________ ("Grantee"). Grantor and Grantee represent as follows:

      1. THE NAME AND ADDRESS OF THE GRANTOR IS

         _________________________________

         _________________________________

         _________________________________

         _________________________________

      2. THE NAME AND ADDRESS OF THE GRANTEE IS

         _________________________________

         _________________________________

         _________________________________

         _________________________________


      3. The Grantor and Grantee entered into a certain Option Agreement for
Purchase of Real Property dated __________, 2004 (the "Option Agreement")
wherein Grantor granted an exclusive option to Grantee for the purchase of
certain real property located in the County of __________, State of Ohio (the
"Property"), more fully described in Exhibit A, attached hereto and incorporated
herein.

      4. The option granted pursuant to the Option Agreement and rights of
Grantee thereunder shall automatically expire no later than __________, 2004,
unless extended in writing by the parties thereto.

                         [NO FURTHER TEXT ON THIS PAGE]

                                  Exhibit 10.1
                                  Page 12 of 13

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Memorandum
Option on the date first above written.

                     GRANTOR:

                     _____________________________________________

                     By: _________________________________________

                     Title: ______________________________________

                     GRANTEE:

                     _____________________________________________

                     By: ________________________________________

                     Title: ______________________________________

                                  Exhibit 10.1
                                  Page 13 of 13