Attached files

                                                                    Exhibit 10.1

                                    AGREEMENT

     THIS AGREEMENT dated this 27th day of May, 2010, by and between  KESSELRING
HOLDING CORPORATION,  a Delaware corporation (Holding), KING BRO WOOD, L.L.C., a
Washington  limited  liability  company (King Wood), GARY E. KING (King) and KEN
CRAIG (Craig).

                                    RECITALS

     A. Holding was the sole  shareholder of Kesselring  Corporation,  a Florida
corporation (Kesselring Florida) and Kesselring was the sole shareholder of King
Brothers Woodworking, Inc., a Washington corporation (King Brothers).

     B. Holding  borrowed  funds from AMI Holdings,  Inc. (AMI) in the principal
and interest  amount of Five Hundred  Eighty-Two  Thousand Seven Hundred Seventy
and 28/100 Dollars  ($582,770.28) and said transaction was secured by all of the
assets of Holding,  which  included  Kesselring  Florida stock and King Brothers
stock.

     C. Due to Holdings'  default to AMI, AMI exercised its self help provisions
and acquired the stock of Kesselring Florida and King Brothers.

     D. AMI sold all of the  stock in King  Brothers  to King Wood and King Wood
purchased said stock from AMI for the  consideration of Five Hundred  Eighty-Two
Thousand Seven Hundred Seventy and 28/100 Dollars ($582,770.28).

     E. Holding is also indebted to King in the total amount of Five Hundred Two
Thousand  Five  Hundred  Sixty-Four  and  82/100  Dollars  ($502,564.82)  (which
includes the Cliff Wildes Note of $25,000 dated November 11, 2009,  with accrued
interest of $4,174.05, for a total due and owing of $29,174.05), and is indebted
to Craig in the total amount of  Twenty-Nine  Thousand One Hundred  Seventy-Four
and 05/100 Dollars ($29,174.05).

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     F.  Additionally,  King  Wood is also  willing  to pay  Holding  additional
consideration  for Holding to release  any claim which  Holding may have in King
Brothers.

     NOW  THEREFORE,  for  valuable  consideration,  receipt  of which is hereby
acknowledged, the parties agree as follows:

     Purchase  Obligations.  In  addition to King Wood paying the amount of Five
Hundred   Eighty-Two   Thousand   Seven  Hundred   Seventy  and  28/100  Dollars
($582,770.28) to AMI for a one hundred percent (100%) interest in King Brothers,
King Wood  agrees to pay Holding the amount of Five  Hundred Two  Thousand  Five
Hundred  Sixty-Four  and 82/100  Dollars  ($502,564.82)by  delivery of the notes
owned by King  (including  the Cliff Wildes  Note)marked  paid and the amount of
Twenty-Nine Thousand One Hundred Seventy-Four and 05/100 Dollars ($29,174.05) by
delivery the note owned by Craig marked paid. Additionally, King and Craig agree
to look no further to Holding for repayment of the above-referenced amounts.

     2.  Additional  Consideration.  In  addition  to the payment to AMI and the
payment  to King and  Craig,  King  Wood  agrees  to pay One  Hundred  Fifty-Six
Thousand Nine Hundred Ninety-Nine and 85/100 Dollars ($156,990.85) to Holding in
consideration  of Holding  releasing all claims and/or interest Holding may have
in King  Brothers.  Said payment to Holding shall be in the form of a promissory
note payable over 24 months at the interest rate of 6% per annum.  King Brothers
has  guaranteed the payment of various  obligations  of Holding,  and may become
liable for others due to this transaction.  King Wood shall have right of offset
and receive a credit against the  promissory  note issued to Holding for any and
all amounts  paid by King  Brothers,  or King Wood,  on behalf of  holding.  The
amounts  paid  herein   include  the  MAS90  and  MAS200   systems,   equipment,
furnishings,   and  other   properties  in  the   possession  of  King  Brothers
Woodworking,   Inc.  The  total  of  all  consideration  paid  by  King  Bro  is
$1,271,500.00.

     3. Binding Effect.  All of the terms of this Agreement shall be binding and
inure to the benefit of the parties  hereto,  their  respective  successors  and
assigns.

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     4. Governing Law: This Agreement shall be governed by the laws of the state
of Washington and shall be enforceable in the state of Washington.

     5. No Assignment.  Neither this Agreement nor any interest therein shall be
assigned by any party  without the prior  written  consent of the other  parties
hereto.

     IN WITNESS  WHEREOF,  the parties  hereto have cause this  Agreement  to be
entered into on the date and year first set forth above.

Date: May 27, 2010                 KESSELRING HOLDING CORPORATION


                                   By: /s/ Ken Craig
                                      -----------------------------------------
                                   Its:President

Date: May 27, 2010                 KING BRO WOOD, L.L.C.


                                   By: /s/ Gary E. King
                                      -----------------------------------------
                                   Its: Manager


Date: May 27, 2010                 /s/ Gary E. King
                                   --------------------------------------------
                                   Gary E. King


Date: May 27, 2010                 /s/ Ken Craig
                                   --------------------------------------------
                                   Ken Craig


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