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Exhibit 10.1
 AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS
 TO:Nevada Title Company
    
    Escrow No.:2500 N. Buffalo, Suite 240
    
    Escrow Officer:
    
    Carla BurchardLas Vegas, NV 89128
    
    Telephone:
    
    (702) 251-5159Facsimile:
    
    (702) 966-5848
  R E C I T A L S




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Recitals
 Purchase and Sale
 Purchase Price .
     Inspection Period; Buyers Suitability Determination
  2




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3




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AS IS Sale
     4




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5




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. et seq et seq et seq et seq et seq et seq et
seq et seq et seq et seq et seq
 Condition of Title
 6




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Title Examination and Policy.
  7




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" " provided, however,
 Conditions to Sellers Obligation to Sell the Property
      8




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Escrow
 Opening of Escrow
 Closing 
 Recordation of the Amended Parcel Map and the Declaration of Covenants Conditions and
Restrictions
 Prorations
   9




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Deposits by Seller
  et seq  
   Deposits by Buyer
   Disbursements and Other Actions by Escrow Holder
   10




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Costs and Expenses .
 Termination and Cancellation of Escrow
    11




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Liquidated Damages IF BUYER DEFAULTS HEREUNDER BY FAILING TO TIMELY CLOSE ESCROW, SELLER
SHALL BE RELIEVED OF ANY OBLIGATION TO SELL THE PROPERTY TO BUYER AND SELLER SHALL BE ENTITLED TO
THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH AMOUNT SHALL BE DISBURSED BY ESCROW HOLDER TO SELLER
IMMEDIATELY UPON DEMAND WITHOUT THE REQUIREMENT OF BUYERS APPROVAL OR SIGNATURE. BUYER AND SELLER
AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN THE CASE OF
BUYERS DEFAULT AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS DAMAGES IN SUCH EVENT.
ESCROW HOLDER IS HEREBY RELIEVED OF LIABILITY FOR SO RELEASING THE DEPOSIT TO SELLER. IF BUYER
ATTEMPTS TO INTERFERE WITH THE RELEASE OF THE DEPOSIT TO SELLER, OR COMMENCES ANY ACTION AGAINST
SELLER OR THE PROPERTY ARISING OUT OF THIS AGREEMENT, THEN SELLER SHALL NOT BE LIMITED IN THE
AMOUNT OF DAMAGES IT MAY RECOVER FROM BUYER. SUCH LIQUIDATED DAMAGES SHALL BE IN ADDITION TO, AND
SHALL NOT LIMIT OR SUPERSEDE, ANY INDEMNITY OBLIGATIONS OF BUYER TO SELLER UNDER THIS AGREEMENT OR
ANY OBLIGATIONS OF BUYER TO PAY ESCROW HOLDERS CANCELLATION CHARGES IN THE EVENT OF BUYERS
DEFAULT. BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS
SECTION AND HEREBY EVIDENCE THEIR SPECIFIC AGREEMENT TO THE TERMS OF THIS SECTION BY PLACING THEIR
INITIALS IN THE PLACE PROVIDED BELOW.
 Sellers Initials
    
    Buyers Initials
 Default By Seller And Remedies Of Buyer
 12




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Representations, Warranties and Disclosures
   et seq
  Damage or Condemnation Prior to Closing
 13




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Notices .
 To Buyer:
    
    Marnell Properties, LLC6650 Via Austi Parkway, Suite 150Las Vegas, Nevada 89119To Seller:
    
    Kent R StephensonPioneer Companies Inc700 Louisiana StreetSuite 4300Houston, TX 77002(713) 570-3257With a copy to:
    
    Mark H. GoldsteinLionel Sawyer & Collins300 S. 4th St.Suite 1700Las Vegas, NV 89101e-mail: mgoldstein@linoelsawyer.comTo Escrow Holder:     To the address set forth on Page 1 of this Agreement.
  Partial Invalidity
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Attorneys Fees .
 No Brokers .
 Survival .
 Required Actions of Buyer and Seller; Cooperation of Seller .
 Time of Essence .
 Counterparts .
 15




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Captions .
 No Obligations to Third Parties .
 Exhibits .
 Amendment to this Agreement .
 Waiver .
 Applicable Law .
 Fees and Other Expenses .
 Entire Agreement .
 Successors and Assigns .
 16




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Computation of Periods .
 17




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By:
    
    /s/ Michael Y. McGovernIts: President
   By:
    
    /s/ Brad SchnepfIts: President
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By:
    
    
    
    
    
    Date: June ___, 2005Its:
 19