Attached files

                                                                    EXHIBIT 10.1


                                    MOMENTUM
                                   Letterhead







                                 August 5, 2009

Mr. K. J. Dennis
Chairman, Dennis Steels PVT LTD
Cocodale, M.0. Ward
Alleppey, Kerata
India

Re: Offer to Purchase Parcel of Land Near Arakkonam, Tamil Nadu

Dear Mr. Dennis,

     Pursuant to a resolution of the Board of Directors of Momentum  Healthcare
Services,  Inc. ("Momentum"),  passed unanimously at its Board Meeting on August
5, 2009, we hereby offer to purchase a parcel of land of approximately  ten (10)
acres near a prominent railway junction at Arakkonam, Tamil Nadu, India.

     The conditions and terms of closing of this transaction are as follows:

     1)   Contingent upon Momentum Healthcare  Services,  Inc. having raised not
          less than  $10,000,000 in new shareholder  investment into the company
          on or after August 5, 2009, and not later than December 31, 2009.

     2)   Title to be taken in the name of a new Indian private limited company,
          the shares of which are owned by Momentum Healthcare Services, Inc., a
          Delaware USA corporation (our "Indian Subsidiary").

     3)   We agree on behalf of Momentum and our Indian  Subsidiary to be formed
          to use the  land  only to  build,  maintain  and  operate  one or more
          medical  clinics and/or a full service acute care hospital,  a medical
          college,  a nursing  school or another  purpose  within the healthcare
          industry.  In the event that  Momentum  chooses not to move ahead with
          one of these  purposes  for the land,  we agree to offer you the first
          right  of  refusal  to   repurchase   the  land  from   Momentum   for
          consideration  substantially  the same as we hereby offer.  This right
          will  terminate  should  you sell  any of the  shares,  which  are our
          consideration for this transaction.





     4)   The name of the most prestigious  healthcare facility that we build on
          the land shall  include the name Konath  Jacob  Dennis,  or such other
          name as you may designate prior to closing of this transaction.

     5)   The consideration for the purchase of the land shall be a number to be
          determined of Momentum  Class A Common  Shares,  determined by solving
          for an  equation  using  as a  numerator  the  appraised  value of the
          identified  parcel of land and as a denominator  US$5. The quotient of
          this  equation  shall be the  number  of  Shares of our Class A Common
          Shares, which we will exchange for the parcel of land in question. You
          agree to hold  these  shares for a period of one year from the date of
          closing.

     6)   Contingent upon our establishing to Momentum's  satisfaction  that the
          construction  of any building on the site can be financed  from within
          the Indian banking or other financing  community.

     7)   At closing,  in return for Momentum  tendering  cash payment for these
          items, you shall deliver to Momentum the following documents:

          a)   An appropriate marketable clear title deed for the parcel without
               encumbrance,  which, will allow the premises to be mortgaged for
               a  construction   loan,  ready  for  filing  in  the  appropriate
               jurisdiction  for  filing  of  deeds,  in the name of  Momentum's
               pre-closing designated Indian subsidiary.

          b)   An Opinion of Counsel that Momentum's Indian Subsidiary will take
               good and  irrevocable  title to the land,  and that such title is
               without encumbrance;

          c)   A professional survey of the parcel;

          d)   A professional legal description of the parcel;

          e)   A formal  Appraisal of the marker value (mutually  acceptable) of
               the property completed by Jones, Lang LaSalle;  CB Richard Ellis;
               or Cushman &  Wakefield;  or another  internationally  recognized
               appraiser.

          f)   A Title  Indemnity  or Title  Insurance  Policy (if  permitted by
               Indian  Law),  establishing  that in the  event  that  Momentum's
               Indian  Subsidiary's  title  is not  good  for  any  reason,  the
               underwriter  of the  policy  wi11  pay up to the  fuel  level  of
               permissible indemnity or insurance.





     8)   Momentum or its designated representative shall deliver at closing the
          requisite  number of its Class A Common  Shares of  Momentum  and cash
          payment for the items contained in paragraph 7 above.

     9)   Delivery  of  such  other   documentation  as  counsel  shall  require
          memorializing   and  filing  the  transaction   with  all  appropriate
          authorities.

     10)  Closing is to be completed  not later than  December 31, 2009, or such
          later date as the parties may agree, or it shall be null and void.

Please accept this contingent offer by signing in the indicated space below.


                                              Very truly yours,

                                              MOMENTUM HEALTHCARE SERVICES, INC.



                                              /s/ DONALD L. CONOVER
                                              __________________________________
                                              By: Donald L. Conover, President

Accepted:

DENNIS STEELS PVT LTD.



/s/ K. J. DENNIS
__________________________________
By: K.J. Dennis, Managing Director

Date:05/08/09