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 her