TERMS OF ENGAGEMENT

Exhibit 10.1

[LETTERHEAD OF TURNER, STONE & COMPANY, L.L.P.]

December 7, 2006

Board of Directors
TBX Resources, Inc.
3030 LBJ Freeway, Suite 1320
Dallas, TX 75234

Gentlemen,

We are providing this letter to confirm our understanding of the terms and objectives of our engagement to audit the consolidated balance sheet at November 30, 2006 and the related consolidated statements of operations, stockholders’ equity and cash flows of TBX Resources, Inc., TBX Acquisition, Inc. and Grasslands I, L.P. (collectively hereinafter referred to as “the Company”) for the year then ended for the purpose of expressing an opinion on them.

The objective of our audit is the expression of an opinion about whether your consolidated financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles. Our audit will be conducted in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (United States) and will include tests of your accounting records and other procedures we consider necessary to enable us to express such an opinion. Our ability to express that opinion and the wording of our opinion will, of course, be dependent on the facts and circumstances at the date of our report. If, for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline lo express an opinion or to issue a report as a result of this engagement. If circumstances preclude us from issuing an unqualified opinion, we will discuss the reasons with you in advance.

An audit includes examining, on a test basis, evidences supporting the amounts and disclosures in the consolidated financial statements. Accordingly, the areas and number of transactions selected for testing will involve our professional judgment. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. Our procedures will include, where applicable, tests of documentary evidence supporting the transactions recorded in the accounts, tests of the physical existence of inventory, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected customers, creditors, legal counsel, and financial institutions.

Board of Directors
TBX Resources, Inc
December 7, 2006
Page Two

In order to expedite the completion of our audit and to keep audit costs at a minimum, we understand you will assign Company personnel to assist us by performing non-professional duties; including locating, removing from, and returning to the files the checks, invoices, deposits and other documentation required to be examined by us; completing from Company records the financial information on audit work papers to be furnished by us; typing confirmation requests; and searching the Company records for explanation of exceptions or differences arising from our procedures. We may also request written representations from your attorneys as part of our audit and they may bill you for responding to this inquiry. At the conclusion of our audit, we will require certain written representations from the appropriate level of management about the consolidated financial statements and related matters.

We are responsible for conducting the audit in accordance with the standards of the PCAOB (United States). Those standards require that we obtain reasonable rather than absolute assurance about whether the consolidated financial statements arc free of material misstatement, whether caused by errors, fraud, or violations of laws or governmental regulations that are attributable to the Company or to acts by management or employees acting on behalf of the Company. However, because of the characteristics of fraud, particularly those involving collusion, concealment and falsified documentation (including forgery), a properly planned and performed audit may not detect a material misstatement. Our procedures will also include gathering information necessary to identify risks of material misstatement due to fraud, evaluating the Company’s programs and controls that address the identified risks of material misstatement due to fraud, and assessing the risks taking into account this evaluation. We are also required to consider whether identified misstatements may be indicative of fraud and, if so, we are required to evaluate their implication. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls and procedures for financial reporting should be disclosed to us.

Because an audit conducted in accordance with the standards of the PCAOB (United States) is designed to provide reasonable, but not absolute, assurance and because we will not perform a detailed examination of all transactions, there is the risk that material misstatements may exist and not be detected by us. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a material and direct effect on the financial statements. However, we will inform the appropriate level of management of any material errors, fraudulent financial reporting or misappropriation of assets, or violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors.

Board of Directors
TBX Resources, Inc.
December 7, 2006
Page Three

An audit includes obtaining an understanding of internal control sufficient to plan the audit and to determine the nature, timing, and extent of audit procedures to be performed. An audit is not designed to provide assurance on internal control or to identify reportable conditions, that is, significant deficiencies in the design or operation of internal control. However, we are responsible for communicating to the appropriate level of management any reportable conditions which come to our attention.

While our audit will be conducted with due regard to the rules and regulations of the Securities and Exchange Commission (SEC) relative to matters of accounting, it should be understood that our report and the consolidated financial statements and schedules, if any, are subject to review by the SEC and to their interpretation of the applicable rules and regulations.

The Private Securities Litigation Reform Act of 1995 (the Act) imposes additional responsibilities on SEC registrants, their management, audit committees and boards of directors, as well as independent auditors regarding the reporting of illegal acts that have or may have occurred. During the course of our audit, we will ask you specific representations about this. To fulfill our responsibilities under the Act, we may need to consult with your attorney or an attorney of our choosing about any such illegal acts that we become aware of. Additional fees, including legal fees if any, are your responsibility and will be billed to you. In this regard, you agree to cooperate with any procedures that we may deem necessary to perform.

Management’s Responsibility

The consolidated financial statements are the responsibility of the Company’s management. Encompassed within that responsibility is the establishment and maintenance of effective internal controls over financial reporting, the establishment and maintenance of proper records, the selection of appropriate accounting principles, the safeguarding of assets, and compliance with relevant laws and regulations. In addition, management is responsible for adjusting the consolidated financial statements to correct material misstatements and for affirming to us in the representation letter that the effects of any uncorrected misstatements aggregated by us during the audit and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the consolidated financial statements taken as a whole.

Board of Directors
TBX Resources, Inc.
December 7, 2006
Page Four

Management is also responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. We will advise you about appropriate accounting principles and their application and will assist in the preparation of your consolidated financial statements, but the responsibility for the consolidated financial statements remains with you, including the overall accuracy of the consolidated financial statements and their conformity with U.S. generally accepted accounting principles. This responsibility includes the establishment and maintenance of adequate records and effective internal controls over financial reporting, the selection and application of accounting principles, properly recording transactions in the accounting records, making appropriate estimates, the safeguarding of assets and identifying and ensuring the Company complies with the laws and regulations applicable to its business activities.

As part of our engagement we may propose standard, adjusting, or correcting journal entries to your consolidated financial sta