NOXSO CORP
ENGLISH TRANSLATION OF THE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex101form8k090304.txt
<DESCRIPTION>ENGLISH TRANSLATION OF THE AGREEMENT
<TEXT>
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.

<PAGE>

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 forth herein below, hereby commits to divide
with Dr. Suarez and the Project Owner, the net profits from the sales proceeds
of the finished houses after the payment of (i) all of the costs and expenses
related to the developed and urbanized property of each project, (ii) all of the
costs and expenses related to the construction of the finished houses and (iii)
the payment of all costs and the principal related to the development,
urbanization and construction financing. The net profits are anticipated to be
divided between the Project Owner, Dr. Suarez and the Company at the rate of
33.33% each

DR. LUIS R. SUAREZ ("Dr. Suarez") represents and guarantees to the other
signatories his responsibilities pursuant to this Agreement, which are as
follows:

10. Dr. Suarez shall be responsible for obtaining the financial captial and
resources for the development and urbanization of the property of all of the
projects with the Company.

11. Dr. Suarez shall be responsible to obtain sufficient the financial captial
and resources to fund and pay for 100% of all of the construction costs for the
projects, and for the land, as required, in accordance with the approved budgets
and expenses established for each project and any other conditions set forth in
this document.

12. Dr. Suarez shall have the right to participate in the sales pricing and
related cost and expense budgets of each of the projects under this agreement.

13. Dr. Suarez shall be responsible for working in mutual agreement with the
Company and the project owners until full payment for the completed houses has
been obtained, and hereby commits to working closely with the Company and the
project owners and their respective financial sources in obtaining such payments
for the houses, and to be able to pay the Company and all subcontractors and
personnel punctually, as agreed in all contracts and subcontracts.

14. Dr. Suarez and the Company are responsible for mutually participating and
cooperating with project owners in obtaining all of the required approvals in
the development of the sale prices for the houses as set forth in each of the
projects, and to participate and cooperate with project owners and others, as
required, to obtain the approval of the other signatories, for the development
of expense budgets for each type of housing in each of the projects.

MUTUAL REPRESENTATION OF THE PARTIES

The Company and Dr. Suarez (the "Parties") mutually agree, each individually
represented and authorized as follows:

<PAGE>

15. Organization: Each of the companies is a duly organized corporation, created
pursuant to the laws of Mexico and the United States of America. The companies
are registered and duly qualified to conduct business, and are in the position
of setting up agencies or branches in each jurisdiction corresponding to them,
as may be proper. Dr. Suarez has the capacity and is duly qualified to conduct
business and to act independently for himself in all respponsibilities,
commitments and actions set forth in and related to this agreement and all of
the terms thereof.

16. Authorization: All approvals and actions on the part of the Company and Dr.
Suarez as necessary or required for the execution and delivery of this
Agreement, as well as for the completion of the transactions contemplated in
this document - have been or will be obtained on or before the date of the final
Agreements.

17. Validity: This Agreement is a valid and legal Contract. The Parties shall
not violate this Agreement nor will they commit a violation of any term or
provision of any legal necessity.

18. Consents. The valid execution, delivery, or interpretation of this Agreement
by the Parties hereto shall not require any consent, approval, qualification,
order or authorization from any governmental office.

19. Definitive Agreements. The Parties shall carry out real estate housing
development projects and definitive projects which shall incorporate the general
terms and conditions of this Agreement and any subsequent negotiations between
the Parties. These definitive agreements shall be completed before August 23,
2004, and shall contain, among other things, representations, guarantees and
indemnities. Such representations, guarantees and indemnities shall be pertinent
to the development of each project pursuant to the individual agreements of each
project, together with the definitive annexes for the construction of housing by
the Company utilizing its construction system, including the specific terms,
responsibilities, conditions and necessities for each of the projects of the
Parties.

20. Expenses. Each of the Parties shall be responsible for all of its own
expenses (including, without restriction, legal and accounting fees), including
the transactions observed in this Agreement, but shall have the right to be
reimbursed for any amounts that are acknowledged by the Parties.

21. Counterparts. This Agreement may be executed in any number of originals or
counterparts, each of which shall be of equal force and effect. Clauses. The
Clauses of this Agreement are there for use by the Parties and shall not affect
the construction of any provision of this Agreement.

The undersigned have executed this Agreement as of August 23, 2004, and the
terms and conditions contained herein reflect our understanding and mutual
agreement.

A.C.M.T. DE MEXICO S.A. DE C.V. DR. LUIS R. SUAREZ

/s/ M. Ismael Silva Lopez                         /s/ Luis R. Suarez
--------------------------------                --------------------------------
M. Ismael Silva Lopez                            Dr. Luis R. Suarez
                                                 Executive Vice-President
/s/ Andres Alvarez Cerecedo
---------------------------------
Andres Alvarez Cerecedo
Vice-President-Administration

Approved:                                          Agreed:
NOXSO CORPORATION                                  SOUTHWEST MANAGEMENT

/s/  Richard J. Anderson                           /s/ Wynn L. Westmoreland
--------------------------------                --------------------------------
Richard J. Anderson                                Wynn L. Westmoreland
President & CEO                                    President & CEO

</TEXT>
</DOCUMENT>
