**EXHIBIT
10.1**

PSG
      DOYLE CAPITAL LIMITED
      
      Level
      11, 151 Macquarie Street,
      Sydney
      NSW 2000 Australia
      telephone
      +61 2 8298 2000 facsimile +61 2 9251 7311
      ABN
      52 094 250 352

**STRICTLY PRIVATE & CONFIDENTIAL**

18
August 2003

The
Directors
American
South West Holdings Incorporated

By
Email:adriang@ca.com.au
Dear
Sirs:

Further
to our discussions in relation to the role as corporate adviser to
**American South West Holdings Incorporated**
(“**ASW**” or “the **Company**”) we are writing to you
to confirm that Doyle Capital Limited (“**DCL**”) will be pleased
to accept the appointment. We set out below the scope of our work, the basis of
our remuneration and additional terms of our engagement.

**1**
    **Scope
      of our work**

1.1
    DCL
      will act as corporate adviser to ASW in connection with the acquisition of
      the shares of Metal Sands Limited (“MSA”). The scope of our role is set
      out as Annexure 1.

1.2
    DCL
      will act as lead capital raiser to ASW. This role will include at least
      three equity capital raisings:

1.2.1
    A
      minimum of USD 400,000 to be raised to fund, inter-alia, the working
      capital requirements of MSA in relation to its current mineral sands
      project (“MSA Project”);

1.2.2
    Approximately
      USD 3 million for the development and publication of a bankable
      feasibility study and to get the MSA Project
  operational;

1.2.3
    The
      necessary debt and equity funding to fund the capital expenditure
      requirements of ASW/MSA going forward, in accordance with a strategic plan
      to be developed by ASW/MSA in consultation and agreement with
      DCL.

1.3
    DCL
      will act as corporate adviser in respect of any other future capital
      raising transactions with which ASW is involved, while the mandate
      described in clause 1.4 is in place and on terms negotiated from time to
      time.PSG
DOYLE CAPITAL LIMITED

1.4
    DCL
      will act as the ongoing corporate adviser to ASW, unless this mandate is
      terminated by ASW, which it may do by not less than three months’ written
      notice to DCL effective at any time after August 2006. Details of this
      role are set out in Annexure 2.

**2**
    **Basis
      of remuneration**

2.1
    DCL
      will be remunerated as follows:

2.1.1
    DCL
      is to be issued with 15,000,000 warrants in ASW at an exercise price of
      US4c per warrant. Each warrant will be convertible to one ordinary share
      in ASW. The exercise of these warrants shall be contingent
    on:

·
    The
      acquisition by ASW of MSA; and

·
    a
      capital raising by DCL on behalf of ASW of a minimum of
      US$400,000.

2.1.2
    A
      total fee of 6% on all equity raised, plus a 3% on all debt raised in
      terms of 1.2.2 and 1.2.3.

2.1.3
    For
      all transactions in respect of 1.3, a separate fee will be
      negotiated;

2.1.4
    A
      monthly retainer of US$15,000 per month for three years in respect of 1.4
      commencing on the date of signature by both ASW and MSA of the Heads of
      Agreement (the “Signature Date”) and monthly in advance on the Signature
      Date (pro-rated for that month) and thereafter on the first day of each
      and every calendar month. For the first year the retainer will be in the
      form of a reduction in the warrant price payable by DCL. The retainer will
      therefore have no impact on the cash flow of ASW during the first year of
      the retainer. From the date of commencement of the second year of the
      retainer, DCL can elect to take the fee in cash or as a reduction in the
      warrant price.

2.2
    ASW
      will reimburse DCL, on invoice, for (i) the fees and disbursements of
      legal and other advisers retained by DCL on ASW’s behalf (provided that
      DCL will consult in good faith with ASW before engaging any such
      advisers), (ii) the costs of any printing and proofing of documents
      prepared and (iii) any other out of pocket expenses incurred in connection
      with the any of the above transactions (provided that DCL will seek ASW’s
      authorisation before incurring any such expenses which individually amount
      to more than AUD5,000), together in each case with an amount equal to any
      GST incurred thereon which is not otherwise recoverable by
      GST.
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DOYLE CAPITAL LIMITED


2.3
    No
      fee payable to any other adviser by ASW or by any other business in
      connection with the acquisition of MSA or the events described in 1.2
      shall reduce or otherwise affect any fee or commission payable
      hereunder.

**3**
    **Confidentiality**

DCL
      undertakes to keep confidential any confidential information which is
      provided to it by ASW or MSA and which is not publicly available and not
      to disclose such information or to third parties, otherwise than in
      accordance with the Company’s instructions. Disclosure will, however, be
      permitted as required by law. Where practicable, before making any
      required disclosure DCL will notify ASW to provide the opportunity for the
      ASW to contest such disclosure by lawful
means.

4
    Governing
      law and no amendment

4.1
    The
      provisions of this letter shall be governed by and construed in accordance
      with the Law of New South Wales without regard to the conflict of laws
      provisions thereof.

4.2
    ASW
      and DCL irrevocably agree that the Courts of New South Wales are to have
      exclusive jurisdiction to settle any disputes that may arise out of or in
      connection with the provisions of this
letter.

4.3
    No
      variation, amendment, waiver or consensual cancellation of the terms of
      this letter shall be of any force and effect unless reduced to writing and
      signed by ASW and by DCL.

**5**
    **Indemnity**

5.1
    Subject
      to the provisions of clause 5.2 to the contrary, ASW and MSA shall jointly
      and severally indemnify DCL against all claims, actions, proceedings,
      investigations, demands, judgements and awards (together “Claims”) which
      may be instituted, made, threatened or alleged against or otherwise
      involve DCL, and against all losses, liabilities, damages, costs, charges
      and expenses (together “Losses”) which may be suffered or incurred by DCL,
      in connection with or arising out of the services rendered or duties
      performed by DCL under this letter including (without limitation) all
      Losses which DCL may incur in investigating, preparing, disputing or
      defending, or providing evidence in connection with, any Claim (whether or
      not DCL is an actual or potential party to such Claim) or in establishing
      any Claim or mitigating any Loss on its part or otherwise enforcing its
      rights under this paragraph 5 which shall be additional and without
      prejudice to any rights which DCL may have at common law or
      otherwise.
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DOYLE CAPITAL LIMITED


5.2
    DCL
      shall not be indemnified in respect of any Claims or Losses to the extent
      that they are finally judicially determined to have arisen as a result of
      (i) any recklessly negligent act or omission, bad faith or willful default
      of DCL or (ii) its failure to comply with any of its obligations and/or
      responsibilities under this letter.

5.3
    If
      DCL becomes aware of any Claim relevant for the purposes of subparagraph
      5.1, or any matter which may give rise to a Claim, DCL shall promptly
      notify both ASW and MSA in writing thereof giving particulars of the
      Claim provided that failure by DCL to notify ASW and/or MSA shall not
      relieve ASW or MSA from the obligation to indemnify except to the extent
      that ASW or MSA suffer actual prejudice as a result of such failure.
      Subject to being indemnified and secured to its reasonable satisfaction by
      ASW and MSA against any additional or increased Losses it may suffer or
      incur as a result of so doing, and subject to the requirements (if any) of
      DCL’s insurers, DCL shall thereafter consult with ASW and MSA regarding
      DCL’s conduct of the Claim and provide ASW and MSA with such information
      and copies of such documents relating to the Claim as ASW or MSA may
      reasonably request in writing provided that DCL shall not be under any
      obligation to take into account any requirements of ASW or MSA in
      connection with such conduct nor to provide ASW or MSA with a copy of any
      document which is or may be privileged in the context of the
      Claim.

5.4
    No
      claim shall be made against DCL by ASW or MSA to recover any Losses
      suffered or incurred by ASW or MSA in connection with or arising out of
      the services rendered or duties performed by DCL hereunder unless and to
      the extent that they arise as a result of (i) any reckless negligent act
      or omission, bad faith or wilful default of DCL or (ii) its failure to
      comply with any of its obligations and/or responsibilities under this
      letter.

5.5
    Any
      Claims of whatsoever nature which may be made by ASW and/or MSA shall be
      limited to the amount of fees earned by DCL from
ASW.

5.6
    If
      any sum payable under this paragraph 5 shall be subject to a charge to
      taxation in the hands of DCL, the sum payable shall be increased to such
      sum as will ensure that after payment of such taxation DCL (after giving
      credit for any tax relief available to DCL in respect of the costs and
      liabilities giving rise to such payment) shall be left with a sum equal to
      the sum that it would have received in the absence of such charge to
      taxation.
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DOYLE CAPITAL LIMITED

5.7
    ASW
      and MSA each agree that they will not, without the prior written consent
      of DCL, settle or compromise or consent to the entry of any judgement with
      respect to any pending or threatened Claim in respect of which
      indemnification may be sought under this paragraph 5 (whether or not
      DCL is an actual or potential party to such Claim) unless such settlement,
      compromise or consent includes an unconditional release of DCL from all
      liability arising out of such Claim.

5.8
    If
      ASW or MSA enter into any agreement or arrangement with any adviser for
      the purpose of or in connection with any of the above transactions, the
      terms of which provide that the liability of the adviser to ASW or MSA or
      any other person is excluded or limited in any manner, and DCL may have a
      joint and/or several liability with such adviser to ASW or MSA or to any
      other person arising out of the performance of its duties under this
      letter, ASW and MSA shall:

5.8.1
    Indemnify
      DCL in respect of any increased liability to any third party which would
      not have arisen in the absence of such exclusion or limitation;
      and

5.8.2
    Take
      such other action as DCL may require ensuring that DCL is not prejudiced
      as a consequence of such agreement or
arrangement.

5.9
    In
      this paragraph 5, the expression “DCL” shall include DCL and each of its
      directors and associate companies and DCL, in receiving such indemnity, is
      acting for itself and as trustee and agent for each of its directors and
      associate companies with the intent that such indemnity shall be
      enforceable by DCL and each of its directors and associate companies, in
      whose favour this shall operate as a stipluatio alteri, capable of
      acceptance at any time.
-5-PSG
DOYLE CAPITAL LIMITED



If
you agree to the terms set out above, please sign the enclosed copy of this
letter and return it to us.

Yours
faithfully



/s/
      Stephen Turner
    
    
    /s/ Mark
      NielsenStephen
      Turner
    
    
    Mark
      NielsenFor
      and on behalf of:
      Doyle
      Capital Limited

We
agree to the terms of your letter dated 18 August 2003 of which a copy is set
out above.


/s/
Alan Doyle
Director
For
and on behalf of:
American
Southwest Holdings Incorporated
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DOYLE CAPITAL LIMITED


**Annexure
1**

**CORPORATE
ADVISORY ROLE**


The
corporate advisory role includes the following:

1.
    Project
      managing the acquisition, including managing flow of legal documentation
      and ensuring all components of the acquisition are executed
      timeously.
2.
    Managing
      external advisers.
3.
    Assistance
      with statutory requirements.
4.
    Assistance
      with negotiations.
5.
    Assistance
      with the due diligence exercise. This includes focusing on high-risk
      areas.
6.
    Assistance
      with cash flow models, analysis, etc.

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DOYLE CAPITAL LIMITED


**Annexure
2**
****
**ON-GOING
ROLE**


The
ongoing role as corporate adviser will cover the following:

1.
    Act
      as corporate advisers to the Board of ASW on an on-going basis. This
      includes ad-hoc investigations, financial modelling, providing input into
      strategy, etc.
2.
    Assist
      ASW with corporate marketing. This includes reviewing press releases
      year-end results releases, etc.
3.
    Assist
      with marketing ASW to institutional investors. This includes road show
      presentations, etc.
4.
    Work
      with market makers to develop liquidity and tradability in the ASW
      share.
5.
    Providing
      on-going secretarial and accounting services in
  Australia.
6.
    Dealing
      with US based solicitors on the regulatory issues from
      Australia.
7.
    Assist
      ASW with its listing on an electronic board in the
US.



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