Exhibit 10.1
AGREEMENT concluded between DR. LUIS R.
SUAREZ ("DR. SUAREZ") and A.C.M.T. DE
MEXICO S.A. DE C.V. ("ACMT"), represented
by Mr. M. Ismael Silva Lopez, COO &
Executive Vice President and Mr. Andres
Alvarez Cerecedo, Vice
President-Administration, approved by NOXSO
CORPORATION ("NOXSO") represented by
Richard J. Anderson, its CEO &
President, and agreed to by SOUTHWEST MANAGEMENT
("SOWEST") represented by Wynn L.
Westmoreland, its CEO & President.
WHEREAS ACMT is a subsidiary of NOXSO and
has the rights to a system for the
construction of housing under agreements
with SOWEST; and
WHEREAS ACMT has the rights to the
development, urbanization and construction of
several real estate projects involving
low-income and other housing in Mexico on
properties owned by unions in Mexico or
with representatives of such union under
their names and on properties where one or
more of such parties have agreements
to purchase and develop such properties in
the future; and
WHEREAS DR. LUIS SUAREZ has the capacity,
the willingness and the desire to
provide ACMT with the necessary development
and construction financing for the
development of such low-income and other
housing projects;
NOW THEREFORE, THE PARTIES HERETO AGREE AS
FOLLOWS:
ACMT, SOWEST and NOXSO (collectively the
"Company") represents and guarantees to
DR. LUIS SUAREZ pursuant to this Agreement
as follows:
1. That the Company has the rights under an
agreement with CONSTRUCTORA E
INMOBILIARIA CIFASA S.A DE C.V. ("CIFASA"),
who has a direct agreement with The
National Confederacy of Merchants and
Lenders of Service Union and Affiliated to
the Congress of Work to five real estate
projects for the development and
construction of medium to low-income
housing which shall be constructed using
the system of SOWEST, and in accordance
with the agreement the Company is to
obtain the development and construction
financing to develop and to construct
such low-income housing.
2. That the Company has rights under other
verbal and written agreements with
other parties that have similar projects
and in accordance with those agreements
the Company would be responsible is to
obtain the development and construction
financing and to develop and to construct
the housing as provided for in the
agreements.
3. That the Company has the experienced and
capable management and personnel,
and hereby commits to being responsible for
supervision, beginning with the
laying of the foundation, the interior and
exterior walls, the floor slabs and
the rooftops, through the completion of all
homes within the projects of
pursuant to local, state, and Mexican
federal construction regulations.
4. That the Company hereby commits to
utilizing the best efforts, experience and
expertise used by its patented construction
system in the foundation, interior
and exterior walls, floor slabs and
rooftops, recommended and approved by the
financial sources and/or local regulations,
and to use techniques in the
construction of the housing rooftops and to
identify the levels of
responsibility for such homes within the
Company for each project.
Responsibility shall be identified and
limited to the scope of construction of
housing under each project agreement.
5. That the Company shall be responsible
for working with and obtaining from the
project owner's and their respective
sources timely payments for the each of the
finished house, and to pay punctually
pursuant to the terms and conditions of
this Agreement, the development,
urbanization and construction financing as is
specified further on.
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6. That the Company shall be responsible
for all the material and personnel
costs related to the areas falling under
its scope of responsibility within the
projects, as well as all subcontractors or
personnel utilized in its areas of
responsibility pursuant to this Agreement,
and in accordance with all related
payments of the contracts and commitments
related to the projects at the time of
receipt of payment for each finished house;
and
7. That the Company shall be responsible
for participating and cooperating with
all parties related to each project and for
obtaining the approval of the other
signatories, for the development of the
various sale prices for the houses in
each of the projects, and to
participate,
