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Date: 9/8/2004
Industry: Waste Management Services    

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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;





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



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.




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, assist and cooperate with the project

owners and their respective financial sources in the preparation of documents as

required for the sources to pay the full amount of the sales price for each of

the finished houses on a timely basis.


8. That the Company shall be responsible for the development of cost and expense

budgets for each type of housing in each of the projects within the sales prices

developed for the projects.


9. That the Company, in exchange for the fulfillment of the commitments and

guarantees of Dr. Suarez as set for

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