Exhibit 10.1

AMERICAN PALLET LEASING, INC.

                                                 950 N. MILWAUKEE AVE, SUITE 328
                                                        GLENVIEW, ILLINOIS 60025
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Phone (847) 390-7999 FLORIDA: 2131 68TH AVE SO; ST PETERSBURG FL 33712 PHONE:
(727) 867-7628 FAX: (727) 867-3658
Fax (847) 390-6604
cellular: (727) 510-7672
Email: jfcrig@aol.com

                               November 28, 2005

L&L Lumber Products, Inc.
1000 West 7th Street
North Bend, NE 68649

Attn:    Richard Limbach
         Nancy Limbach

         Re:   Purchase of L&L Lumber Products, Inc. (the "Company")

Dear Mr. & Mrs. Limbach:

            This  letter  confirms  our  understanding  of  the  mutual  present
intentions of American Pallet Leasing,  Inc. or its affiliate (the  "Purchaser")
and Richard and Nancy  Limbach (the  "Sellers")  with  respect to the  principal
terms and  conditions  under which the Purchaser will acquire from Sellers their
interest in the following  identified real and personal  property (the "Company"
or the "Property").

                                   REAL ESTATE

      Lots 2, 3, 4, and 5,  Flamme's  Addition to the City of North Bend,  Dodge
      County, Nebraska.

      And,

      Lots 1, 2, 3, 6, 7, and 8 in Block 69 of the  Original  Town,  now City of
      North Bend, Dodge County,  Nebraska and that portion of the alley in Block
      69 of the Original  Town abutting Lots 1, 2, 3, 6, 7, and 8 of said Block;
      that portion of Fourth  Street  abutting Lots 6, 7, and 8 of said Block 69
      on the South and West half of Mulberry Street from the intersecting  South
      boundary  line of Fifth Street on the North  extending  South to the South
      city limits boundary line in Fourth Street. Property will be taken subject
      to rights of ingress and egress,  reservations  for utility lines of every
      nature, and encroachment of record (the "Demised Property").

                              PERSONAL PROPERTY(1)

      A. All  Equipment  and  Rolling  Stock as  specifically  described  on the
      attached Exhibit A (the "Demised Assets").

      B.  With  the  exception  of cash or cash  equivalent  on  deposit  in any
      institution and accounts receivable,  all assets of the Company. Purchaser
      shall also purchase by separate  agreement the inventory of logs,  lumber,
      bark,  sawdust,  wood chips,  and pre-built  product on purchase date at a
      cost plus freight basis.

--------------
(1)  Equipment,  leasehold  improvements  and trade  fixtures will be in working
order and/or essentially the same condition as there were at the time of initial
inspection,  ordinary wear and tear excepted.  All property being sold hereunder
shall be free and clear of any liens or encumbrances.


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L&L Lumber
November 28, 2005
Page 2 of 5

      C. All copyrights and patents,  customer deposits,  customer lists, vendor
      lists and catalogs,  trade  fixtures and  equipment,  fictitious  business
      name,  trade  name(s)  and  logo(s),   sign(s),   leasehold  improvements,
      goodwill,  telephone  number(s),  distributor rights, and all transferable
      licenses and permits.

Such transaction is hereinafter  referred to as the  "Acquisition."  The Sellers
and the  Purchaser  may  hereafter be referred to  individually  as a "Party" or
collectively as the "Parties."

            The  Parties  acknowledge  that this  letter  does not  contain  all
matters upon which an agreement must be reached in order for the  Acquisition to
be consummated.  Further,  among other conditions  specified herein or otherwise
agreed to by the  Parties,  the  obligations  of the Parties to  consummate  the
Acquisition  are  subject  to the  negotiation  and  execution  of a  definitive
agreement  relating  to  the  Acquisition  (the  "Acquisition  Agreement"),  the
completion of satisfactory due diligence by the Parties,  securing the necessary
approvals from each Party's board of directors or shareholders,  as appropriate,
and the Purchaser's  providing Sellers with a commitment letter from Purchaser's
bank or lending  institution,  within  fourteen (14) days of the signing of this
Letter of Intent by  Sellers,  which  commitment  letter  shall be in a form and
contain such terms consistent with a transaction of this size and nature. In the
event  such  commitment  letter is not  submitted  to the  sellers  by 5:00 p.m.
Central  Standard  Time on the 14th day  after  the  signing  of this  Letter of
Intent,  then this  Letter  of Intent  shall be null and void and of no force or
effect  whatsoever.  For purposes of counting  the 14 days,  the first day shall
begin on the day after the signing of this Letter of Intent.

            Within ten (10) business days after the 14-day period's  expiration,
Purchaser  shall  submit  to  Sellers a  proposed  Acquisition  Agreement.  Such
Acquisition  Agreement  shall be of a form and contain such terms as appropriate
for a  transaction  of a  nature  and  size  contemplated  herein  and  shall be
reasonably  satisfactory  to the  Purchaser's  lender.  In the  event  that such
Acquisition Agreement is not submitted by 5:00 p.m. Central Standard Time on the
10th business day as provided  herein,  then this Letter of Intent shall be null
and void and of no force or effect  whatsoever.  For purposes of counting the 10
business  days,  the first day shall  begin on the day after the signing of this
Letter of Intent. A business day shall not include  Saturdays,  Sundays,  or any
day that the banks in either  Illinois or Nebraska  are closed or required to be
closed by operation of law or custom.

            Upon  receipt of the  proposed  Acquisition  Agreement,  the parties
shall forthwith  negotiate in good faith to reach an agreement to its terms that
an  Acquisition  Agreement  is  signed  as soon  as  practicable,  both  parties
understanding and agreement that time is of the essence.

      1.  PURCHASE  AND SALE.  At the  closing of the  transaction  contemplated
hereby (the "Closing"),  subject to the satisfaction of all conditions precedent
contained in the  Acquisition  Agreement,  the  Purchaser,  or a  subsidiary  or
designated affiliated party of the Purchaser,  will acquire 100% of the Sellers'
interest in the Demised  Property and the Demised  Assets of the Company,  which
are identified above and on Exhibit A.

      2.  STRUCTURE.  The  Acquisition  shall be structured as an asset sale. At
Closing,  the  Sellers  shall  retain  their  accounts  receivable  and shall be
responsible  for their accounts  payable.  The Sellers shall also be responsible
for any encumbrance on the Demised Property or Demised assets prior to Closing.

      3.  PURCHASE  PRICE.  The  purchase  price to be paid at closing  shall be
$1,650,000.  Of the total Purchase Price,  $1,500,000 shall be paid in cash, and
the Sellers shall take a note back for  $150,000,  the terms of which note shall
be standard for a transaction of this nature and size and shall be determined in
good faith by negotiation between the Parties.


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L&L Lumber
November 28, 2005
Page 3 of 5

      4. CLOSING.  Subject to the  satisfaction of all conditions  precedent and
the  continued  accuracy of the  representations  contained  in the  Acquisition
Agreement,  the Closing  will take place within  thirty-five  (35) days from the
date that the  Acquisition  Agreement  is  signed  by the later of the  required
signatures.  Upon execution of the  Acquisition  Agreement,  the title insurance
shall be ordered and one-half of the cost thereof shall be a binding  obligation
of each party as otherwise stated herein.

      5. UNDERTAKINGS PRIOR TO CLOSING.

            (a)  During the  period  from the date this  letter is signed by the
Sellers (the "Signing  Date") until the date on which either Party  provides the
other Party with written notice that negotiations toward a Definitive  Agreement
are terminated (the "Termination Date"), the Sellers and the Company will afford
the Purchaser, its representatives,  or its lenders, full and free access to the
Company, its personnel, properties,  contracts, books and records, and all other
documents and data.

            (b) During the period  from the Signing  Date until the  Termination
Date,  the  Sellers  and the  Company  shall  cause the  Company to operate  its
business  in  the  ordinary  course  and  to  refrain  from  any   extraordinary
transactions.

      6. EXCLUSIVE  DEALING.  Upon later of the signing of this Letter of Intent
or the receipt of the Purchaser's  commitment letter for financing,  the Sellers
shall not solicit, encourage or accept proposals from or enter into negotiations
with or  furnish  any  nonpublic  information  to any  other  person  or  entity
regarding a business  combination or the possible sale of the Sellers'  interest
in the Company,  until (a) the earlier of the Signing Date or the termination of
this letter, or (b) the Closing Date if the Acquisition Agreement is executed by
the Parties.  The Sellers shall notify the Purchaser promptly of any unsolicited
proposals by third parties and furnish the Purchaser the material terms thereof.

      7. TERMINATION. This letter may be terminated at any time:

      (a)   by the mutual written consent of the Parties;

      (b)   by either Party if the  Acquisition  Agreement  has not been entered
            into by the Parties by the Closing Date;

      (c)   by the Sellers if the Purchaser is unable to secure financing;

      (d)   by the  Purchaser if the Company's  bank  forecloses on the property
            prior to Closing.

      (e)   by either  Party if the other  Party has  failed to  proceed in good
            faith under this letter.

      (f)   by  the  Sellers  if  the  commitment  letter  for  the  Purchaser's
            financing  is not  provided  within  the 14-day  period as  provided
            herein.

      (g)   by  the  Sellers  if  the   Purchasers  do  not  submit  a  proposed
            Acquisition Agreement as provided herein.


      8. ALL PROPERTY IN PRESENT CONDITION.


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L&L Lumber
November 28, 2005
Page 4 of 5

      This  sale/purchase  is based upon the  inspection  of the property by the
      purchaser and not upon any  representations  or warranties of condition by
      the Sellers or Sellers'  agent.  Purchaser is purchasing  this property in
      its present condition and with all its faults. It is agreed by the Parties
      that the Explorer Block Pallet Machine is not in working order.

      Sellers make no  representations or warranties of any kind or nature other
      than as set forth in the deed in connection with the sale of the property,
      and  other  than  that the  Sellers  have the  authority  to  execute  the
      Agreement.  Purchaser  hereby  acknowledges  that they have  examined  the
      property and conducted such  investigations  with relation thereto as they
      deem  advisable  and  have  satisfied  themselves  as to  the  nature  and
      condition of the property and all pertinent factors with relation thereto.
      Purchaser  agrees that it will accept the  property  in the  condition  in
      which it now exists  without  warranties  or  representations  of any type
      whatsoever,  express or implied,  in fact or by law, and without  recourse
      against  the  Sellers as to the  nature,  condition  or  usability  of the
      property or the uses to which it may be put.

      9.  DISCLOSURE.  Except as and to the extent required by law,  without the
prior  written  consent of the other  Party,  neither the  Purchaser  nor either
Seller will, and each will direct its  representatives  not to make, directly or
indirectly, any public comment,  statement, or communication with respect to, or
otherwise  to  disclose  or  to  permit  the  disclosure  of  the  existence  of
discussions  regarding, a possible transaction between the Parties or any of the
terms, conditions,  or other aspects of the transaction proposed in this letter.
If a Party is required by law to make any such disclosure, it must first provide
to the other Party the content of the proposed disclosure, the reasons that such
disclosure is required by law and the time and place that the disclosure will be
made.  Sellers  understand  that  Purchaser is a public  company and has certain
disclosure requirements that it may be required to undertake upon the signing of
this letter of intent.

      10. COSTS.  The Purchaser and each Seller will be responsible for and bear
all of its own costs and expenses  (including  any broker's or finder's fees and
the expenses of its  representatives)  incurred at any time in  connection  with
pursuing  or  consummating  the  Acquisition.   Notwithstanding   the  preceding
sentence,  the cost of an owner and  mortgagee's  title  policy shall be divided
equally between the Purchaser and the Sellers.

      11. CONSENT TO DUAL AGENCY. The Parties acknowledge and consent to the use
of Gilbert Eggers as dual agent as provided at Exhibit B.

      12.  ENTIRE  AGREEMENT.  The  Binding  Provisions  constitute  the  entire
agreement  between  the  parties,  and  supersede  all  prior  oral  or  written
agreements,  understandings,  representations  and  warranties,  and  courses of
conduct and dealing between the parties on the subject matter hereof.  Except as
otherwise  provided  herein,  the Binding  Provisions may be amended or modified
only by a writing  executed  by all of the  parties  or by the  negotiation  and
execution  of a  definitive  agreement.  For  purposes  of this  Agreement,  the
following shall be considered Binding Provisions: Sections 4, 5, 6, 7, 8, 9, 10,
11, 12 and 13.

      The paragraphs  and  provisions of this letter not identified  immediately
above do not constitute and will not give rise to any legally binding obligation
on the  part  of any of the  Parties  or of the  Company.  Moreover,  except  as
expressly  provided in the Binding  Provisions (or as expressly  provided in any
binding  written  agreement  that the Parties may enter into in the future),  no
past or future  action,  course of  conduct,  or failure to act  relating to the
Acquisition,  or relating to the  negotiation of the terms of the Acquisition or
any  Definitive  Agreement,  will  give  rise to or  serve  as a  basis  for any
obligation or other liability on the part of the Parties or the Company.


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L&L Lumber
November 28, 2005
Page 5 of 5

      13.  GOVERNING  LAW. This letter and the  definitive  agreements  shall be
governed by and construed in  accordance  with the law of the State of Nebraska,
without regard to the  principles or policies  thereof with respect to conflicts
of laws.

      14. COUNTERPARTS. This letter may be executed in one or more counterparts,
each of which  shall be  deemed an  original,  and all of which  together  shall
constitute one and the same instrument.

            If the  foregoing  correctly  sets forth our  mutual  understanding,
please so indicate  by signing two copies of this letter in the spaces  provided
below and returning one copy to us no later than 5:00 p.m. local on November 28,
2005.



                                         Very truly yours,

                                         /s/ James F. Crigler
                                         ---------------------------------------
                                         James F. Crigler
                                         President & CEO


ACCEPTED AND AGREED:

L&L

By:

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

/s/ Richard Limbach                             50%
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Name                                     Shares Owned

/s/ Nancy Limbach                               50%
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Name                                     Shares Owned