AGREEMENT FOR SALE AND PURCHASE

Exhibit 10.1

AGREEMENT FOR SALE AND PURCHASE

This contract for sale and purchase, hereinafter referred to as “Contract” or “Agreement”, is entered into this 29 ^th day of September, 2009, by and between, American Commerce Solutions, Inc. , hereinafter referred to as “ACS” or “Seller”, a Delaware corporation and Public Acquisition Company, Inc. a Florida corporation, hereinafter referred to as “PAC” or “Buyer”,

WITNESSETH:

WHEREAS, ACS is the owner of Chariot Manufacturing Company (Chariot) and certain property, situated and located in Hillsborough County, State of Florida, more particularly described in Exhibit “A” attached hereto and made a part hereof, hereinafter referred to as the “Property”; and

WHEREAS, ACS is the owner of one hundred percent (100%) of the issued and outstanding stock of Chariot Manufacturing Company; and

WHEREAS, Buyer desires to purchase Seller’s stock and property and Seller desires to sell all of its stock and all of its assets, tangible and intangible including, but not limited to, all of its trademarks, logos, slogans, goodwill and blue sky and Seller desires to sell all of its assets of whatever kind and form and where ever situate to Buyer; and

WHEREAS, The Seller warrants and guarantees to Buyer that all of its assets are free and clear of all liens, encumbrances, claims and liabilities except those included by attachment of “Exhibit A”;

NOW THEREFORE, for good and valuable consideration and the mutual covenants and promises contained hereinafter, the Sellers agrees to sell and the Buyer agrees to buy the “Property” of the Sellers upon the following terms and conditions.

Seller hereby covenants the following:

a. Conduct of Seller’s Business Until Closing. Except as Buyer may otherwise consent in writing prior to the Closing Date, Seller will not enter into any transaction, take any action or fail to take any action which would result in, or could reasonably be expected to result in or cause any of the representations and warranties of Sellers contained in this Agreement to be void, invalid or false on the Closing Date.

b. Resignations. Seller shall deliver to Buyer, prior to the closing Date, such resignations of officers or employees of the business as Buyer shall indicate, each such resignation to be effective on the Closing Date.

c. Advice of Changes. Between the date hereof and the closing Date, Seller will promptly advise Buyer in writing of any fact which, if existing or known at the date hereof, would have been required to be set forth herein or disclosed pursuant to this Agreement.

d. Documents. Seller shall deliver to Buyer, at closing, such documents which are, in Buyer’s sole discretion, necessary to fully satisfy the objectives of this Agreement in content and form reasonably intended to do so.

e. Satisfactions. Seller shall deliver to Buyer on the closing date a satisfaction of any encumbrances or liens on the property satisfactory in form and substance to the Buyer stating that the then outstanding unpaid principal balance of any promissory note secured thereby has been aid in full prior to or simultaneous with the closing or in the alternative a requisite offset to the Purchase Price.

a. Survival of Representations and Warranties. Each of the parties to this Agreement covenants and agrees that their respective representations, warranties, covenants, statements, and agreements contained in this Agreement shall survive the Closing Date and terminate on the second anniversary of such date. Except as set forth in this Agreement, the exhibits hereto or in the documents and papers delivered by Sellers to Buyer in connection herewith, there are no other agreements, representations, warranties, or covenants by or among the parties hereto with respect to the subject matter hereof.

b. Waivers. No action taken pursuant to this agreement, including any investigation by or on behalf of any party shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein or therein and in any documents delivered in connection herewith or therewith. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

c. Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered or mailed, first class mail, postage prepaid,

to such other address as such party shall have specified by notice in writing to the other party.

d. Sections and Other Headings. The sections and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

e. Governing Law. This Agreement and all transactions hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Florida. he parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of competent jurisdiction located in Hillsborough County, State of Florida. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.

f. Conditions Precedent. The Conditions Precedent to the enforceability of this Agreement have been met or are hereinafter waived.

g. Captions. The Captions of this contract are for convenience and reference only and in no way define, describe, extend, or limit the scope or intent of this contract, or the intent of any provisions hereof.

h. Typewritten or Handwritten Provisions. Hand-written provisions inserted in this contract and typewritten provisions initialed by both parties shall control over the typewritten provisions in conflict therewith.

i. Time of the Essence. Time and timely performance are of the essence of this contract and of the covenants and provisions hereunder.

j. Successors and Assigns. Rights and obligations created by this contract shall. Be binding upon and inure to the benefit of the parties hereto, their successors and assigns. Whenever used, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders.

k. Contractual Procedures. Unless specifically disallowed by law, should litigation arise hereunder, service of process therefore may be obtained through certified mail, return receipt requested; the parties hereto waiving any and all rights they may have to object to the method by which service was perfected.

l. Amendments or Addenda. All amendments to this Agreement shall be in writing and signed by the parties to this Agreement.

m. Entire Agreement. This document represents the entire agreement between the parties.

n. Initials and Exhibits. This contract shall not be valid and enforceable unless it is properly executed by Buyer and Seller and their initials affixed to each page of the exhibits attached hereto and made a part hereof.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto and signed by an officer thereunto duly authorized and attested under the corporate seal of the Secretary of the Corporate party hereto, all on the date and year first above written.

Signed, sealed and delivered in the presence of:

EXHIBIT “A”

Chariot Manufacturing Company

PROPERTY/ASSETS DESCRIPTION

as of May 31, 2009