BY AND AMONG PENGE CORP.,

Exhibit 2.1

--------------------------------------------------------------------------------

ASSET PURCHASE AGREEMENT

BY AND AMONG

PENGE CORP.,

a Nevada corporation,

Xxxx X. Xxxxxxx, Individually

and

X. XXXXXXX AND XXXXXXX X. XXXXXX,
individuals

along with

SAMPRES TREE FARM L.L.C.
a Texas Limited Liability Corporation,

__________________________

Dated as of May 20, 2004
__________________________

--------------------------------------------------------------------------------

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered
into this 20th day of May, 2004 by and among Penge Corp., a Nevada corporation
with offices located at 0000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxx 0-000, Xxx Xxxxx,
Xxxxxx 00000 and Xxxx X. Xxxxxxx, individually at the same location,
("PURCHASER"), and Sampres Tree Farm L.L.C., a limited liability corporation in
Texas, and X. Xxxxxxx and Xxxxxxx X. Xxxxxx, individuals ("SELLERS").

RECITALS

WHEREAS, Sellers owns certain real estate, equipment, inventory, and
other consideration used in the Business; and

WHEREAS, Sellers desires to sell, and Purchaser desires to purchase,
the Assets of the Business and Xxxxxxx Xxxxxx in accordance with, and subject to
the terms and conditions set forth in, this Agreement (the "PURCHASE").

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and promises
set forth in this Agreement, the receipt, adequacy and legal sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

1. THE PURCHASE.

1.1 PURCHASE AND SALE OF THE ASSETS. Upon the terms and subject to the
conditions set forth in this Agreement, at the Closing, Sellers will sell and
transfer all assets listed in the exhibits to Purchaser, and Purchaser will
purchase the Assets from Sellers. Immediately following the Closing, Purchaser
will be the sole Owner of the Business Assets and the Business Name.

1.2 PURCHASE PRICE. Upon the terms and subject to the conditions of
this Agreement, Purchaser shall pay the sum of Six Hundred Fifty Thousand
Dollars ($650,000) (the "PURCHASE PRICE") to Sellers for the Assets in
accordance with the following schedule:

(a) Purchaser shall pay to Sellers One Hundred Fifty Thousand
Dollars ($150,000) on the Closing Date;

(b) Purchaser shall pay to Sellers a Promissory Note in the amount
of Four Hundred Thousand Dollars ($400,000). The note will be on a twenty year
amortization with a five-year balloon and will be at 7% simple interest for the
first year, 8% for the 2nd and 3rd years, and 9% for the 4th and 5th years.
There will be a One Hundred Thousand Dollar ($100,000) principal reduction
payment by January 15th, 2005 (EXHIBIT A).

(c) Purchaser shall pay to Sellers One Hundred Thousand Dollars in
common stock in Penge Corporation at $.25 cents per share. Purchasers will
provide seller with executive summary, risk factors, and capitalization table
prior to closing. Seller verifies that he is an accredited investor as outlined
in the materials provided. This payment will be applied toward the real estate
and equipment note.

1.3 ACCEPTANCE OF CONSIDERATION. Sellers accepts, and hereby agrees
that, the payment of the Purchase Price as provided for in Section 1.2
constitutes payment in full and is the sole consideration for the sale,
transfer, conveyance, assignment and delivery of the Assets to Purchaser by
Sellers and for all of the other agreements of Sellers provided for in this
Agreement.

1.4 THE CLOSING. Upon the terms and subject to the conditions contained
in this Agreement, the closing of the transactions contemplated by this
Agreement (the "CLOSING") will take place on or before June 4, 2004 at such
place and/or such other time as the Parties may agree. For purposes of this
Agreement, the "CLOSING DATE" means the time and date on which the Closing
actually takes place.

1.5 SELLERS CLOSING DELIVERIES. At the Closing, Sellers shall deliver
to Purchaser, or cause to be delivered to Purchaser, (i) clear title to the Real
Estate(s) clear title to the Assets, for transfer to Purchaser, and (ii) title
insurance in a form acceptable to Purchaser, (iii) an executed copy of the
Non-Compete Agreement (as defined below), and (iv) clear title to Inventory in
good condition, except for two notes to Houston Community Bank in the amount of
$75,483.50 and $72,879.00, respectively, and a note to Xxxx Deere in the amount
of $15,000.00. The notes to Houston Community Bank and Xxxx Deere will be paid
and clear title given when the $400,000.00 note is paid to the Sellers.

1.6 PURCHASER CLOSING DELIVERIES. At the Closing, Purchaser shall
deliver to Sellers, or cause to be delivered to Sellers, the portion of the
Purchase Price set forth in Section 1.2 as well as an executed Promissory Note
and the Common Stock Certificate and the required disclosure information as set
forth in Section 1.2.

2. REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers hereby jointly and
severally represent and warrant to Purchaser as follows:

2.1 CORPORATE EXISTENCE. The Sampres Tree Farm L.L.C. is a limited
liability corporation duly organized, validly existing and in good standing
under the laws of the State of Texas and the Business has all requisite
corporate power and authority to own, lease and operate its properties and to
carry on its business as currently conducted. The Sampres Tree Farm L.L.C. is
duly qualified to do business in each jurisdiction in which the nature of its
business makes such qualification necessary, except in those jurisdictions where
the failure to be so qualified would not have a Material Adverse Effect.

2.2 CAPITALIZATION. The limited liability corporation, Sampres Tree
Farm L.L.C., is owned by Xxxxxxx Xxxxxx, who owns 100% of the membership
interests and is the managing member. There are no other partners or ownership
agreements relating to the Sampres Tree Farm L.L.C. All of the Assets have been
duly authorized, validly issued and are fully paid and nonassessable. The
Business has no other Assets of any kind authorized or issued, no issued
securities convertible into or exchangeable for or carrying the right to acquire
any equity security of the Business and no issued options, warrants or other
agreements or commitments under which the Business is obligated to issue any
additional Assets or equity interests.

2.3 TITLE TO THE ASSETS. Sellers now owns, and on the Closing Date will
own, the real estate, equipment, inventory, and other assets and goodwill free
and clear of any mortgage, imperfection of title, lien, pledge, option, security
interest, claim, charge or other encumbrance of any kind except as noted in
paragraph 1.5 above (collectively, "ENCUMBRANCES").

2.4 SUBSIDIARIES. The Sampres Tree Farm L.L.C. has no subsidiaries.

2.5 AUTHORITY. This Agreement constitutes the legal, valid and binding
obligation of the Purchaser and Sellers, enforceable against each of them in
accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors' rights; and (ii) as limited by general
principles of equity that restrict the availability of specific performance,
injunctive relief or other equitable remedies. Sellers have all necessary power
and authority under their organizational documents and applicable Legal
Requirements to execute and deliver this Agreement and to carry out their
respective obligations hereunder. All actions on the part of Sellers necessary
for the due authorization, execution and delivery of this Agreement and the
performance of their respective obligations hereunder have been taken or will be
taken prior to the Closing.

2.6 NO ADVERSE CONSEQUENCES. Neither the execution and delivery of this
Agreement by the Sellers nor the consummation of the transactions contemplated
hereby will (i) violate or conflict with any provision of the Business's
Articles of Incorporation or Bylaws, (ii) violate, in any material respect, any
Legal Requirement applicable to the Business, or (iii) conflict with or result
in the breach of the terms, conditions or provisions of any material agreement
to which the Business is a party or by which it is bound.

2.7 LITIGATION. There is no claim, litigation, Proceeding or
investigation of any kind pending by or against the Sellers and, to the
knowledge of Sellers, there is no such claim, litigation, proceeding or
investigation threatened against the Sampres Tree Farm L.L.C.

2.8 COMPLIANCE WITH LAWS. The Sellers have at all relevant times
conducted its business in compliance, in all material respects, with its
Articles of Incorporation and its Bylaws. To the knowledge of Sellers, the
Sampres Tree Farm L.L.C. is not in violation of any applicable Legal
Requirement, other than violations which would not have a Material Adverse
Effect. To the knowledge of Sellers, the Business has not been charged with, or
threatened with a charge of, a violation of any Legal Requirement.

2.9 OWNED REAL PROPERTY. EXHIBIT B lists and describes all real
property that the deal includes. EXHIBIT C lists the legal descriptions. With
respect to each such parcel of owned real property:

(a) the Business has good and marketable title to the parcel of
real property, free and clear of any Encumbrance, easement, covenant, or other
restriction, except for installments of special assessments not yet delinquent
and recorded easements, covenants, and other restrictions which do not impair
the current use, occupancy, or value, or the marketability of title, of the
property subject thereto-except as noted in paragraph 1.5 (3 notes);

(b) there are no pending or threatened condemnation proceedings,
lawsuits, or administrative actions relating to the property or other matters
affecting adversely the current use, occupancy, or value thereof;

(c) the legal description for the parcel contained in the deed
thereof describes such parcel fully and adequately, the buildings and
improvements are located within the boundary lines of the described parcels of
land, are not in violation of applicable setback requirements, zoning laws, and
ordinances (and none of the properties or buildings or improvements thereon are
subject to "permitted non-conforming use" or `"permitted non-conforming
structure" classifications), and do not encroach on any easement which may
burden the land, and the land does not serve any adjoining property for any
purpose inconsistent with the use of the land, and the property is not located
within any flood plain or subject to any similar type restriction for which any
permits or licenses necessary to the use thereof have not been obtained;

(d) all facilities have received all approvals of governmental
authorities (including licenses and permits) required in connection with the
ownership or operation thereof and have been operated and maintained in
accordance with applicable laws, rules, and regulations;

(e) there are no leases, subleases, licenses, concessions, or
other agreements, written or oral, granting to any party or parties the right of
use or occupancy of any portion of the parcel of real property other than
disclosed in this document or in the title insurance;

(f) there are no outstanding options or rights of first refusal to
purchase the parcel of real property, or any portion thereof or interest
therein;

(g) there are no parties (other than the Business) in possession
of the parcel of real property;

(h) all facilities located on the parcel of real property are
supplied with utilities and other services necessary for the operation of such
facilities, including gas, electricity, water, telephone, sanitary sewer, and
storm sewer, all of which services are adequate in accordance with all
applicable laws, ordinances, rules, and regulations and are provided via public
roads or via permanent, irrevocable, appurtenant easements benefiting the parcel
of real property; and

(i) each parcel of real property abuts on and has direct vehicular
access to a public road, or has access to a public road via a permanent,
irrevocable, appurtenant easement benefiting the parcel of real property, and
access to the property is provided by paved public right-of-way with adequate
curb cuts available.

2.10 LEASED REAL PROPERTY. EXHIBIT B also lists and describes briefly
all real property leased or subleased to the Business. (None.)

2.11 TANGIBLE ASSETS. EXHIBIT D lists and describes all buildings,
machinery, equipment and other tangible assets owned by the Business. The
Business has good and marketable title to all such tangible assets, free and
clear of any Encumbrances. The Business owns or leases all buildings, machinery,
equipment, and other tangible assets necessary for the conduct of its business
as presently conducted. Each such tangible asset is free from defects (patent
and latent), has been maintained in accordance with normal industry practice, is
in good operating condition and repair (subject to normal wear and tear), and is
suitable for the purposes for which it presently is used.

2.12 ENVIRONMENTAL AND SAFETY LAWS. The Business is not in violation in
any material respect of any applicable statute, law or regulation relaxing to
the environment or occupational health and safety.

2.13 TAX RETURNS AND PAYMENTS. The Sellers have filed all Tax Returns
(federal, state and local) required to be filed by it, and all such filed Tax
Returns are complete and accurate in all material respects. To the knowledge of
the Sellers, all Taxes shown to be due and payable on such Tax Returns, any
assessments imposed and all other Taxes (including Taxes that the Business is
obligated to withhold from amounts owing to any employee, creditor or third
party) due and payable by the Business have been paid or will be paid prior to
the time they become delinquent. To the knowledge of the Business and the
Sellers, the Business has not been advised (i) that any of its Tax Returns,
federal, state, local, foreign or other, has been or is being audited as of the
date hereof, or (ii) of any deficiency in assessment or proposed adjustment to
its Taxes. There exists no liability for any Tax or potential Tax to be imposed
upon the properties or assets of the Business as of the date of this Agreement
that is not adequately provided for and reserved against on the Financial
Statements (as defined below).

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and
warrants to Sellers as follows:

3.1 ORGANIZATION. Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada.

3.2 AUTHORITY. This Agreement constitutes the legal, valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms. Purchaser has the absolute and unrestricted right, power and authority to
execute and deliver this Agreement and to perform its obligations hereunder.
Purchaser has all necessary power and authority under its organizational
documents and all applicable Legal Requirements to execute and deliver this
Agreement and to carry out its obligations hereunder. All actions on the part of
Purchaser necessary for the due authorization, execution and delivery of this
Agreement and the performance of its obligations hereunder have been taken or
will be taken prior to the Closing.

4. CERTAIN COVENANTS OF THE PARTIES.

4.1 ACCESS AND INVESTIGATION. During the period from the date of this
Agreement through the Closing (the "PRE-CLOSING PERIOD"), the Sellers shall, and
shall cause its Representatives to provide Purchaser and Purchaser's
Representatives with (i) reasonable access to the Business's personnel (as
approved by the Business), assets, contracts, books and records, and other
documents and data relating to the Business, (ii) copies of such contracts,
books and records, and other documents and data as Purchaser may reasonably
request, and (iii) such additional financial, operating and other data and
information regarding the Business, as Purchaser may reasonably request.

4.2 PRESERVATION OF BUSINESS. The Business shall keep its business and
properties substantially intact, including its present operations, physical
facilities, working conditions, and relationships with lessors, licensors,
suppliers, customers, and employees.

4.3 CONSULTING AGREEMENT. Sellers agree to assist buyer in the
transition.

4.4 TITLE INSURANCE. The Sellers shall obtain title insurance
commitments, policies, and riders in form and substance satisfactory to the
Purchaser in preparation for the Closing.

4.5 NON-COMPETE.

(a) COVENANT NOT TO COMPETE. During the two-year period following
the Closing Date (the "RESTRICTED Period"), Sellers shall not, directly or
indirectly, own or operate a tree operation in Texas or compete directly with
the Purchasers other than in the normal operation of the Sellers already
existing consulting business.

(b) BLUE PENCIL DOCTRINE. If the duration or geographical extent
of, or business activities covered by, this Section 4.5 are in excess of what is
valid and enforceable under applicable law, then such provision shall be
construed to cover only that duration, geographical extent or activities that
are valid and enforceable. Sellers acknowledges the uncertainty of the law in
this respect and expressly stipulates that this Agreement be given the
construction which renders its provisions valid and enforceable to the maximum
extent (not exceeding its express terms) possible under applicable law.

4.6 SURVIVAL OF REPRESENTATIVES AND WARRANTIES. All of the
representations and warranties of the parties contained in this Agreement shall
survive the Closing and continue in full force and effect for a period of two
years thereafter (subject to any applicable statutes of limitations).

5. MISCELLANEOUS PROVISIONS.

5.1 EXPENSES. Each of the Business, Sellers and Purchaser shall pay all
costs and expenses that it incurs with respect to the negotiation, execution,
delivery and performance of this Agreement and all of the transactions
contemplated hereby.

5.2 ATTORNEYS' FEES. If any legal action or other legal Proceeding
relating to this Agreement or the enforcement of any provision thereof is
brought against any party hereto, the prevailing party shall be entitled to
recover reasonable attorneys' fees, costs and disbursements (in addition to any
other relief to which the prevailing party may be entitled).

5.3 NOTICE. Any notice or other communication required or permitted to
be delivered to any party under this Agreement shall be in writing and shall be
deemed properly delivered, given and received when delivered (by hand, by
registered mail, by courier or express delivery service or by facsimile) to the
address or facsimile number set forth beneath the name of such party below (or
to such other address or facsimile number as such party shall have specified in
a written notice given to the other parties hereto):

If to the Sellers:

X. Xxxxxxx and Xxxxxxx Xxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000 cell or (000) 000-0000

If to Purchaser:

Penge Corp.
0000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxx 0-000
Xxx Xxxxx, Xxxxxx 00000
Attn: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

Either of the above addresses may be changed at any time by notice given as
provided above; PROVIDED, HOWEVER, that any such notice of change of address
shall be effective only upon receipt. All notices, requests or instructions
given in accordance herewith shall be deemed received on the date of delivery,
if hand delivered, sent by facsimile or by overnight courier, and three (3)
business days after the date of mailing, if mailed by certified mail, return
receipt requested.

5.4 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.

5.5 GOVERNING LAW. This Agreement shall be construed in accordance
with, and governed in all respects by, the internal laws of the State of Texas
(without giving effect to principles of conflicts of laws).

5.6 JURISDICTION; SERVICE OF PROCESS. Any action or Proceeding seeking
to enforce any provision of, or based on any right arising out of, this
Agreement may be brought against any of the parties in the courts of the State
of Texas, County of Xxxxxxxxxx, or, if it has or can acquire jurisdiction, in
the United States District Court for the District of Texas and each of the
parties consents to the jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or Proceeding and waives any objection to
the venue laid therein. Process in any action or Proceeding referred to in the
preceding sentence may be served on any party anywhere in the world.

5.7 AMENDMENTS. This Agreement may not be amended, modified, altered or
supplemented other than by means of a written instrument duly executed and
delivered on behalf of Purchaser, the Business and Sellers.

5.8 SEVERABILITY. In the event that any provision of this Agreement, or
the application of any such provision to any Person or set of circumstances,
shall be determined to be invalid, unlawful, void or unenforceable to any
extent, the remainder of this Agreement, and the application of such provision
to Persons or circumstances other than those as to which it is determined to be
invalid, unlawful, void or unenforceable, shall not be impaired or otherwise
affected and shall continue to be valid and enforceable to the fullest extent
permitted by law.

5.9 ENTIRE AGREEMENT. This Agreement (together with the Exhibits
attached hereto) sets forth the entire understanding of the parties relating to
the subject matter thereof and supersede all prior agreements and understandings
among or between any of the parties relating to the subject matter thereof.

[SIGNATURE PAGE FOLLOWS]

The parties hereto have caused this Agreement to be executed and
delivered as of the Effective Date.

SELLERS PURCHASERS

SAMPRES TREE FARM L.L.C. PENGE CORPORATION

XXXXXXX XXXXXX

By: /s/ H. XXXXXXX XXXXXX By: /s/ XXXX XXXXXXX
--------------------- --------------------

Name: H. XXXXXXX XXXXXX Name: XXXX XXXXXXX
--------------------- --------------------

Title: MANAGER Title: CEO
--------------------- --------------------

SELLERS

X. Xxxxxxx and Xxxxxxx Xxxxxx XXXX X. XXXXXXX, INDIVIDUALLY

/s/ H. Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxx

EXHIBIT A
PROMISSORY NOTE

DEED OF TRUST
-------------
(with wraparound provisions)

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.

DATE: May 26, 2004

GRANTOR: PENGE CORP., a Nevada corporation, and
XXXX X. XXXXXXX

GRANTOR'S MAILING ADDRESS: 0000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxx 0-000
Xxx Xxxxx, Xxxxxx 00000

TRUSTEE: XXXXXX X. PAGE

TRUSTEE'S MAILING ADDRESS: 2040 Xxxx 000 Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx Xxxxxx, Xxxxx 00000

BENEFICIARY: SAMPRES TREE FARM, L.L.C. and H.
XXXXXXX XXXXXX and wife, XXXXXXX X.
XXXXXX

BENEFICIARY'S MAILING ADDRESS: 0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000

WRAPAROUND NOTE

DATE: May 26, 2004

AMOUNT: $400,000.00

MAKER: PENGE CORP. and
XXXX X. XXXXXXX

PAYEE: SAMPRES TREE FARM, L.L.C. and H.
XXXXXXX XXXXXX and wife, XXXXXXX X.
XXXXXX

FINAL MATURITY DATE: May 26, 2009

TERMS OF PAYMENT: As provided in said note

PROPERTY (including any improvements):

17.006 acres of land in the Xxxxx Xxx Xxxxxx, X-000, Xxxxxxxxxx Xxxxxx,
Xxxxx; said 17.006 acres being described by metes and bounds on Exhibit
"A" attached hereto and incorporated herein.

PRIOR LIEN(S): (a) Vendor's lien retained in Warranty Deed recorded under
Clerk's File No. 2002-044902, (b) Deed of Trust recorded under Clerk's File No.
2002-044903, Real Property Records of Xxxxxxxxxx County, Texas, and (c) Deed of
Trust recorded under Clerk's File No. 2003-099023, Real Property Records of
Xxxxxxxxxx County, Texas.

OTHER EXCEPTIONS TO CONVEYANCE AND WARRANTY: Any and all valid covenants,
conditions, restrictions, easements and outstanding mineral and/or royalty
interests in the oil, gas, and other minerals and leases thereon, now
outstanding or affecting the premises herein conveyed, now of record in the
County Clerk's office of Xxxxxxxxxx County, Texas, but only to the extent they
are still in force and effect.

For value received and to secure payment of the note, Grantor conveys
the property to Trustee in trust, Grantor warrants and agrees to defend the
title to the property. If Grantor performs all the covenants and pays the note
according to its terms, this deed of trust shall have no further effect, and
Beneficiary shall release it at Grantor's expense.

GRANTOR'S OBLIGATIONS
Grantor agrees to:
1. keep the property in good repair and condition;
2. pay all taxes and assessments on the property when due;
3. preserve the lien's priority as it is established in this deed of
trust;
4. maintain, in a form acceptable to Beneficiary, an insurance policy
that:
a. covers all improvements for their full insurable value as
determined when the policy is issued and renewed, unless
Beneficiary approves a smaller amount in writing;
b. contains an 80% coinsurance clause
c. provides fire and extended coverage, including windstorm
coverage;
d. protects Beneficiary with a standard mortgage clause;
e. provides flood insurance at any time the property is in a
flood hazard area; and
f. contains such other coverage as Beneficiary may reasonably
require;
5. comply at all times with the requirements of the 80% coinsurance
clause;
6. deliver the insurance policy to Beneficiary and deliver renewals
to Beneficiary at least ten days before expiration;
7. keep any buildings occupied as required by the insurance policy;
8. if this is not a first lien, pay Lien notes that Grantor is
personally liable and abide by all prior lien instruments;
9. not make alterations or changes to the improvements on the
property without Beneficiary's written consent; and
10. furnish Beneficiary, on or before March 1 of each year, with
copies of paid tax receipts showing that all ad valorem taxes for
the previous year have been paid when due.

BENEFICIARY'S RIGHTS

1. Beneficiary may appoint in writing a substitute or successor
trustee, succeeding to all rights and responsibilities of Trustee.

2. If Grantor fails to perform any of Grantor's obligations,
Beneficiary may perform those obligations and be reimbursed by
Grantor on demand at the place where the note is payable for any
sums so paid, including attorney's fees, plus interest on those
sums from the dates of payment at the rate stated in the note for
matured, unpaid amounts. The sum to be reimbursed shall be secured
by this deed of trust.
3. If Grantor defaults on the note or fails to perform any of
Grantor's obligations or if default occurs on a prior lien which
it must be cured, as may be required by law or by written
agreement, then Beneficiary may:
a. declare the unpaid principal balance and earned interest on
the note immediately due;
b. request Trustee to foreclose this lien, in which case
Beneficiary or Beneficiary's agent shall give notice of the
foreclosure sale as provided by the Texas Property Code as
then amended; and
x. xxxxx the property at any foreclosure sale by offering the
highest bid and then have the bid credited on the note.

TRUSTEE'S DUTIES
If requested by Beneficiary to foreclose this lien, Trustee shall:
1. either personally or by agent give notice of the foreclosure sale
as required by the Texas Property Code as then amended;
2. sell and convey all or part of the property to the highest bidder
for cash with a general warranty binding Grantor; subject to prior
liens and to other exceptions to conveyance and warranty; and
3. from the proceeds of the sale, pay, in this order:
a. expenses of foreclosure; including a commission to Trustee of
5% of the bid;
b. to Beneficiary, the full amount of principal, interest,
attorney's fees, and other charges due and unpaid;
c. any amounts required by law to be paid before payment to
Grantor; and
d. to Grantor, any balance.

GENERAL PROVISIONS
1. If any of the property is sold under this deed of trust, Grantor
shall immediately surrender possession to the purchaser. If
Grantor fails to do so, Grantor shall become a tenant at
sufferance of the purchaser, subject to an action for forcible
detainer.
2. Recitals in any Trustee's deed conveying the property will be
presumed to be true.
3. Proceeding under this deed of trust, filing suit for foreclosure,
or pursuing any other remedy will not constitute an election of
remedies.
4. This lien shall remain superior to liens later created even if the
time of payment of all or part of the note is extended or part of
the property is released.
5. If any portion of the note cannot be lawfully secured by this deed
of trust, payments shall be applied first to discharge that
portion.
6. Grantor assigns to Beneficiary all sums payable to or received by
Grantor from condemnation of all or part of the property, from
private sale in lieu of condemnation, and from damages caused by
public works or construction on or near the property. After

deducting any expenses incurred, including attorney's fees,
Beneficiary may release any remaining sums to Grantor or apply
such sums to reduce the note. Beneficiary shall not be liable for
failure to collect or to exercise diligence in collecting any such
sums.
7. Grantor assigns to Beneficiary absolutely, not only as collateral,
all present and future rent and other income and receipts from the
property. Leases are not assigned. Grantor warrants the validity
and enforceability of the assignment. Grantor may as Beneficiary's
licensee collect rent and other income and receipts as long as
Grantor is not in default under the note or this deed of trust.
Grantor will apply all rent and other income and receipt to
payment of the note and performance of this deed of trust, but if
the rent and other income and receipts exceed the amount due under
the note and deed of trust, Grantor may retain the excess. If
Grantor defaults in payment of the note or performance of this
deed of trust, Beneficiary may terminate Grantor's license to
collect and then as Grantor's agent may rent the property if it is
vacant and collect all rent and other income and receipts.
Beneficiary neither has nor assumes any obligations as lessor or
landlord with respect to any occupant of the property. Beneficiary
may exercise Beneficiary's rights and remedies under this
paragraph without taking possession of the property. Beneficiary
shall apply all rent and other income and receipts collected under
this paragraph first to expenses incurred in exercising
Beneficiary's rights and remedies and then to Grantor's
obligations under the note and this deed of trust in the order
determined by Beneficiary. Beneficiary is not required to act
under this paragraph, and acting under this paragraph does not
waive any of Beneficiary's other rights or remedies. If Grantor
becomes a voluntary or involuntary bankrupt, Beneficiary's filing
a proof of claim in bankruptcy will be tantamount to the
appointment of a receiver under Texas law.
8. Interest on the debt secured by this deed of trust shall not
exceed the maximum amount of nonusurious interest that may be
contracted for, taken, reserved, charged, or received under law;
any interest in excess of that maximum amount shall be credited on
the principal of the debt or, if that has been paid, refunded. On
any acceleration or required or permitted prepayment, any such
excess shall be canceled automatically as of the acceleration or
prepayment or, if already paid, credited on the principal of the
debt or, if the principal of the debt has been paid, refunded.
This provision overrides other provisions in this and all other
instruments concerning the debt.
9. When the context requires, singular nouns and pronouns include the
plural.
10. The term note includes all sums secured by this deed of trust.
11. This deed of trust shall bind, inure to the benefit of, and be
exercised by successors in interest of all parties.
12. If Grantor and Maker are not the same person, the term Grantor
shall include Maker.
13. The note secured hereby is an all-inclusive or "wraparound note"
which includes within its principal balance the unpaid balance due
and owing on that certain promissory notes:

A. Promissory Note dated April 29, 2002, in the original
principal amount of $105,000.00, executed by H. Xxxxxxx
Xxxxxx and wife, Xxxxxxx X. Xxxxxx, payable to the order of
Houston Community Bank, N.A., secured by vendor's lien
retained in warranty deed of even date therewith, recorded
under Clerk's File No. 2002-044902, Real Property Records of
Xxxxxxxxxx County, Texas, and additionally secured by Deed of
Trust, of even date therewith, recorded under Clerk's File
No. 2002-044903, Real Property Records of Xxxxxxxxxx County,
Texas; said note further secured by Assignment of Leases and
Rents recorded under Clerk's File No. 2002-044904, Real
Property Records of Xxxxxxxxxx County, Texas, and (b)
Financing Statement recorded at Clerk's File No. 2003-099020,
Real Property Records of Xxxxxxxxxx County, Texas; said note
and liens renewed and extended by instrument dated August 7,
2003, recorded under Clerk's File No. 2003-099021, Real
Property Records of Xxxxxxxxxx County, Texas; and

B. Promissory Note dated August 11, 2003, in the original
principal amount of $75,000.00, executed by H. Xxxxxxx Xxxxxx
and wife, Xxxxxxx X. Xxxxxx, payable to the order of Houston
Community Bank, N.A., secured by Deed of Trust, of even date
therewith, recorded under Clerk's File No. 2003-099023, Real
Property Records of Xxxxxxxxxx County, Texas;

which said notes are herein referred to as the "Underlying
Indebtedness".

14. The indebtedness, the payment of which is hereby secured, is in
part payment of the purchase price of the real property
hereinabove described and is also secured by a vendor's lien
retained in warranty deed of even date herewith from Beneficiary
to Grantor, and this Deed of Trust is given as additional security
therefor.

15. The lien created by this instrument shall be and remain second and
inferior to the liens securing payment of the "Underlying
Indebtedness"

16. Beneficiary, in accordance with the provisions of the wraparound
note described above, agrees to make all payments of principal and
interest on the Underlying Indebtedness hereinabove referred to as
they become due.

17. Beneficiary hereby agrees that upon receipt of any notice of
default given by the holder of the Underlying Indebtedness
pursuant thereto or pursuant to the Deed of Trust securing same,
he shall immediately send to Grantor a copy of same. Provided,
further, that should any default occur on the above described
Underlying Indebtedness, maker of the Wraparound Note is given the
right to cure said default on the Underlying Indebtedness, and any
sums paid by maker thereof to cure said default shall be
considered as payments on the Wraparound Note, and the principal
amount of the wraparound note shall be reduced in an amount equal
to the sum so paid by Grantor, with said amount being applied to

the next maturing installment or installments of said wraparound
note. Further, in the event Grantor is required to employ an
attorney to enforce this right to cure Beneficiary's default,
Beneficiary agrees that, in addition to other amounts due,
Beneficiary shall pay a reasonable attorney's fee of fifteen (15%)
percent of the amount due unless either party pleads otherwise.

18. Beneficiary covenants and agrees that at such time as the note
hereby secured is paid in full, whether by prepayment or payment
according to its terms, Beneficiary will obtain a release of the
liens securing the Underlying Indebtedness as to the property
herein described.

GRANTOR: PENGE CORP.

By /s/ XXXX X. XXXXXXX
--------------------------
XXXX X. XXXXXXX
Chief Executive Officer

/s/ XXXX X. XXXXXXX
--------------------------
XXXX X. XXXXXXX

ACCEPTED BY BENEFICIARY:

SAMPRES TREE FARM, L.L.C.

By /s/ H. XXXXXXX XXXXXX
--------------------------
H. XXXXXXX XXXXXX, Manager

/s/ H. XXXXXXX XXXXXX
--------------------------
H. XXXXXXX XXXXXX

/s/ XXXXXXX X. XXXXXX
--------------------------
XXXXXXX X. XXXXXX

STATE OF TEXAS ss.

COUNTY OF XXXXXXXXXX xx.

This instrument was acknowledged before me on the 26 day of May, 2004,
by XXXX X. XXXXXXX, individually and as Chief Executive Officer of PENGE CORP.,
a Texas corporation, on behalf of said corporation.

/s/ XXX XXXX
-----------------------------
Notary Public, State of Texas

[SEAL]

After recording return to:

_________________________________

SURVEY OF 17.006 ACRES OF LAND IN THE XXXXX XXX SURVEY A-316 XXXXXXXXXX COUNTY
TEXAS, AND BEING OUT OF A 36.314 ACRE TRACT DESCRIBED IN DEED RECORDED IN VOLUME
531, PAGE 225 DEED RECORDS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND
BOUNDS AS FOLLOWS, TO WIT:

BEGINNING AT THE NORTHWEST CORNER OF ABOVE MENTIONED 36.314 ACRE TRACT AN OLD
3/4 INCH IRON PIPE FOR CORNER;

THENCE SOUTH 01(degree) 14' WEST, 10.43 FEET ALONG THE WEST LINE OF SAID 36.31.4
ACRE TRACT TO A POINT IN THE EAST RIGHT-OF-WAY LINE OF ROADWAY;

THENCE ALONG THE RIGHT-OF-WAY LINE OF ROAD AS FOLLOWS:

1. SOUTH 53(degree)39'09" EAST, 29.29 FEET TO 1/2" I.R. SET
2. SOUTH 23(degree)02'00" EAST, 272.42 FEET TO SET 1/2" I.R.;
3. SOUTH 09(degree)44'00" EAST, 369.31 FEET TO SET 1/2" I.R.;
4. SOUTH 12(degree)12'00" WEST, 344.93 FEET TO SET 1/2" I.R.;
5. SOUTH 27(degree)40'00" EAST, 223.31 FEET TO SET 1/2" I.R.;
6. SOUTH 11(degree)47'00" EAST, 276.16 FEET TO SET 1/2" I.R.;
7. SOUTH 41(degree)44'00" EAST, 128.30 FEET TO SET 1/2" I.R.;
8. SOUTH 75(degree)23'00" EAST, 81.48 FEET TO SET 1/2" I.R.;
9. NORTH 69(degree)39'00" EAST, 252.42 FEET TO SET 1/2" I.R.;

THENCE NORTH 01(degree) 14' FEET 11.38 FEET PASSING A FOUND 1/2 INCH IRON PIPE
IN ALL A TOTAL DISTANCE OF 1367.14 FEET ALONG THE EAST LINE OF 36.314 ACRES TO
AN 3/4 INCH IRON PIPE FOR THE NORTHEAST CORNER OF SAME;

THENCE NORTH 89(degree) 06' 00" WEST 693.10 FEET TO THE PLACE OF BEGINNING AND
CONTAINING 17.006 ACRES OF LAND.

EXHIBIT "A"

REAL ESTATE LIEN NOTE
---------------------
(WITH WRAPAROUND PROVISIONS)

DATE: May 26, 2004

MAKER: PENGE CORP., a Nevada corporation, and XXXX X.
XXXXXXX

MAKERS' MAILING ADDRESS: 0000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxx 0-000
Xxx Xxxxx, Xxxxxx 00000

PAYEE: SAMPRES TREE FARM, L.L.C. and
H. XXXXXXX XXXXXX and wife, XXXXXXX X. XXXXXX

PLACE FOR PAYMENT: 0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000

PRINCIPAL AMOUNT: $400,000.00

ANNUAL INTEREST RATE ON UNPAID PRINCIPAL FROM DATE:

This note shall bear interest at the rate of SEVEN (7.0%) PERCENT per
annum for the first year hereof.

Thereafter, this note shall bear interest at the rate of EIGHT (8.0%)
PERCENT per annum for the second and third years hereof.

Thereafter, this note shall bear interest at the rate of NINE (9.0%)
PERCENT per annum for the fourth and fifth years hereof.

ANNUAL INTEREST RATE ON MATURED. UNPAID AMOUNT: EIGHTEEN (18%) PERCENT PER ANNUM

TERMS OF PAYMENT:

This note shall be due and payable in equal monthly installments of
$3,101.20 each, including principal and interest, the first installment
being due and payable on or before July 1, 2004, and a like installment
being due and payable on or before the same day of each month
thereafter until and including January 1, 2005.

A principal payment in the amount of $50,000.00 shall be due and
payable on or before September 1, 2004.

A principal payment in the amount of $50,000.00 shall be due and
payable on or before January 1, 2005. Thereafter, this note shall be
due and payable in equal monthly installments of $2,500.00 each,
including principal and interest, the first installment being due and
payable on or before February 1, 2005, and a like installment being due
and payable on or before the same day of each month thereafter until
May 1, 2009, at which time the entire principal balance of this note,
plus accrued interest, shall be due and payable.

LATE CHARGE: If any payment becomes past due for more than five (5) days, then a
late charge will be assessed in the amount of $100.00.

PREPAYMENT: Maker shall have the right to prepay the principal balance of this
note at any time without penalty.

SECURITY FOR PAYMENT:

1. Vendor's lien retained in Warranty Deed with Wraparound Provisions,
of even date herewith, to Maker, and additionally secured by Deed of Trust, of
even date herewith, to Xxxxxx X. Page, Trustee, against the following described
real property:

17.006 acres of land in the Xxxxx Xxx Xxxxxx, X-000, Xxxxxxxxxx Xxxxxx,
Xxxxx; said 17.006 acres being described by metes and bounds on Exhibit
"A" attached hereto and incorporated herein.

2. Security Agreement and UCC-1 Financing Statement against the assets
listed on Exhibit "B" attached hereto.

Maker promises to pay to the order of Payee at the place for payment
and according to the terms of payment the principal amount plus interest at the
rates stated above. All unpaid amounts shall be due by the final scheduled
payment date.

If Maker defaults in the payment of this note or in the performance of
any obligation in any instrument securing or collateral to it, and the default
continues after Payee gives Maker notice of the default and the time within
which it must be cured, as may be required by law or by written agreement, then
Payee may declare the unpaid principal balance and earned interest on this note
immediately due. Maker and each surety, endorser, and guarantor waive all
demands for payment, presentations for payment, notices of intention to
accelerate maturity, notices of acceleration of maturity, protests, and notices
of protest, to the extent permitted by law.

If this note or any instrument securing or collateral to it is given to
an-attorney for collection or enforcement, or if suit is brought for collection
or enforcement, or it is collected or enforced through probate, bankruptcy, or
other judicial proceeding, then Maker shall pay Payee all costs of collection
and enforcement, including reasonable attorney's fees and court costs, in
addition to other amounts due. Reasonable attorney's fees shall be 15% of all
amounts due unless either party pleads otherwise.

Interest on the debt evidenced by this note shall not exceed the
maximum amount of nonusurious interest that may be contracted for, taken,
reserved, charged, or received under law; any interest in excess of that maximum
amount shall be credited on the principal of the debt or, if that has been paid,
refunded. On any acceleration or required or permitted prepayment, any such
excess shall be canceled automatically as of the acceleration or prepayment or,
if already paid, credited on the principal of the debt or, if the principal of
the debt has been paid, refunded. This provision overrides other provisions in
this and all other instruments concerning the debt.

It is understood and agreed that this note is an all inclusive or
"wraparound" note and there is included in the principal amount of this note the
unpaid principal balance owing on the following described promissory notes:

1. Promissory Note dated April 29, 2002, in the original principal amount
of $105,000.00, executed by H. Xxxxxxx Xxxxxx and wife, Xxxxxxx X.
Xxxxxx, payable to the order of Houston Community Bank, N.A., secured
by vendor's lien retained in warranty deed of even date therewith,
recorded under Clerk's File No. 2002-044902, Real Property Records of
Xxxxxxxxxx County, Texas, and additionally secured by Deed of Trust, of
even date therewith, recorded under Clerk's File No. 2002-044903, Real
Property Records of Xxxxxxxxxx County, Texas; said note further secured
by Assignment of Leases and Rents recorded under Clerk's File No.
2002-044904, Real Property Records of Xxxxxxxxxx County, Texas, and (b)
Financing Statement recorded at Clerk's File No. 2003-099020, Real
Property Records of Xxxxxxxxxx County, Texas; said note and liens
renewed and extended by instrument dated August 7, 2003, recorded under
Clerk's File No. 2003-099021, Real Property Records of Xxxxxxxxxx
County, Texas; and

2. Promissory Note dated August 11, 2003, in the original principal amount
of $75,000.00, executed by H. Xxxxxxx Xxxxxx and wife, Xxxxxxx X.
Xxxxxx, payable to the order of Houston Community Bank, N.A., secured
by Deed of Trust, of even date therewith, recorded under Clerk's File
No. 2003-099023, Real Property Records of Xxxxxxxxxx County, Texas;

which said notes are herein referred to as the "Underlying Indebtedness".

The holder of this note is obligated, from the payments made hereon, to
pay the installments of principal and interest as they mature on the above
described Underlying Indebtedness, and upon request, the holder shall furnish to
the Maker hereof sufficient evidence of the fact that all payments on the notes
above referred to have been paid when due.

Payee agrees that upon receipt of any notice of default given by the
holder of the Underlying Indebtedness pursuant thereto or pursuant to the Deed
of Trust securing same, he shall immediately send to Maker a copy of same.
Provided, further, that should any default occur on the above described
Underlying Indebtedness, maker of this Wraparound Note is given the right to
cure said default on the Underlying Indebtedness, and any sums paid by Maker to
cure said default shall be considered as payments on the Wraparound Note, and
the principal amount of the wraparound note shall be reduced in an amount equal
to the sum so paid by Maker, with said amount being applied to the next maturing
installment or installments of this Wraparound Note. Further, in the event Maker
is required to employ an attorney to enforce this right to cure Payee's default,
Payee agrees that, in addition to other amounts due, Payee shall pay a
reasonable attorney fee of fifteen (15%) percent of the amount due unless either
party pleads otherwise.

Each Maker is responsible for all obligations represented by this note.

When the context requires, singular nouns and pronouns include the
plural.

PENGE CORP.

By /s/ XXXX X. XXXXXXX
---------------------------
XXXX X. XXXXXXX
Chief Executive Officer

/s/ XXXX X. XXXXXXX
------------------------------
XXXX X. XXXXXXX

SURVEY OF 17.006 ACRES OF LAND IN THE XXXXX XXX SURVEY A-316 XXXXXXXXXX COUNTY
TEXAS, AND BEING OUT OF A 36.314 ACRE TRACT DESCRIBED IN DEED RECORDED IN VOWME
531, PAGE 225 DEED RECORDS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND
BOUNDS AS FOLLOWS, TO WIT:

BEGINNING AT THE NORTHWEST CORNER OF ABOVE MENTIONED 36.314 ACRE TRACT AN OLD
3/4 INCH IRON PIPE FOR CORNER;

THENCE SOUTH 01(degree) 14' WEST, 10.43 FEET ALONG THE WEST LINE OF SAID 36.314
ACRE TRACT TO A POINT IN THE EAST RIGHT-OF-WAY LINE OF ROADWAY;

THENCE ALONG THE RIGHT-OF-WAY LINE OF ROAD AS FOLLOWS:

1. SOUTH 53(degree)39'09" EAST, 29.29 FEET TO 1/2" I.R. SET
2. SOUTH 23(degree)02'00" EAST, 272.42 FEET TO SET 1/2" I.R.;
3. SOUTH 09(degree)44'00" EAST, 369.31 FEET TO SET 1/2" I.R.;
4. 50UTH 12(degree)12'00" WEST, 344.93 FEET TO SET 1/2" I.R.;
5. SOUTH 27(degree)40'00" EAST, 223.31 FEET TO SET 1/2" I.R.;
6. SOUTH 11(degree)47'00" EAST, 276.16 FEET TO SET 1/2" I.R.;
7. SOUTH 41(degree)44'00" EAST, 128.30 FEET TO SET 1/2" I.R.;
8. SOUTH 75(degree)23'00" EAST, 81.48 FEET TO SET 1/2" I.R.;
9. NORTH 69(degree)39'00" EAST, 252.42 FEET TO SET 1/2" I.R.;

THENCE NORTH 89(degree) 06' 00" WEST 693.10 FEET TO THE PLACE OF BEGINNING AND
CONTAINING 17.006 ACRES OF LAND.

EXHIBIT "A"

EXHIBIT B
BUSINESS REAL PROPERTY

Exhibit B
Business Real Property & Equipment:

Real Estate:

1. Land-17 acres @ $9m/acre $153,000
2. Fencing & 3 gates 10,000
3. Water Xxxxx (2) 10,000
4. Irrigation pond with concrete spillway & large pier 20,000
5. Aerobic Septic System 5,000
6. 2 large greenhouses (30' x 40') 3,000
7. Office Building with a/c; toilet 2,000
8. Trailer house (14x80) with 2 large porches -- furnished 45,000
9. Roads & Culverts 10,000
10. Infrastructure including automatic irrigation system for
approximately 8 acres, posts, cables & wires, anchors for
posts, plastic, cloth ground covering, pick pipe, electric
wiring, chemical shed Meters (2) on water xxxxx, 2 pumps
for water soluble fertilizer and Well house. 44,000
11. Home on 40'x60' concrete slab, two story, with 12' x 64'
porch on the North, 12' x 40' porch & lean to on the east,
12' x 20' on the west side, framed in with new Xxxx A/c
(2 ton & 3 ton down & 5 ton up); plumbing & electrical
partially completed; 25 x30 carport on the South, double
paned low energy windows, five exterior doors Installed;
(estimated 90M to complete); incurred cost approximates 175,000
12. Three water storage tanks 8,000
---------
Total Real Estate $485,000

Exhibit D
Equipment list:
1. 2 Golf Carts $2,500
2. Xxxx Deere Riding lawn mower 38" cut-automatic transmission 1,000
3. Xxxx Deere 2002 four wheel drive tractor with approximately
400 hours on it, front end loader, mower, post hole digger,
two augers and tines, PTO Sprayer & box blade 19,500
4. 14' Trailer with tantum axles 1,200
5. Craftsman 42" lawn mower with automatic transmission 900
6. Two gasoline weed eaters & push lawn mower 500
7. Fertilizers 400
8. Chemicals 400
9. Stakes -16 bundles of 100 each 1,200
10. Empty Containers & seeding trays 7,500
11. Black Poly rolls (7) & ground plastic cover 1,000
12. Two dolly, two back sprayers, chain saw & hand tools 3,900
---------
Total $ 40,000
Total Real Estate & Equipment $525,000

EXHIBIT C
LEGAL DESCRIPTIONS OF REAL PROPERTY

EXHIBIT C
PROPERTY DESCRIPTION

SURVEY OF 17.006 ACRES OF LAND IN THE XXXXX XXX SURVEY, A-316, XXXXXXXXXX
COUNTY, TEXAS, AND BEING OUT OF A 36.314 ACRE TRACT DESCRIBE IN DEED RECORDED IN
VOLUME 531, PAGE 225, DEED RECORDS AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS, TO-WIT:

BEGINNING AT THE NORTHWEST CORNER OF ABOVE MENTIONED 36.314 ACRE TRACT, AN OLD
3/4 INCH IRON PIPE FOR CORNER;

THENCE SOUTH 01' 14" WEST, 10.43' FEET ALONG THE WEST LINE OF SAID 36.314 ACRE
TRACT TO A POINT IN THE EAST RIGHT-OF-WAY LINE OF ROADWAY;

THENCE ALONG THE RIGHT-OF-WAY LINE OF ROAD AS FOLLOWS:
(1) SOUTH 53(degree) 39' 09" EAST, 29.29' FEET TO 1/2" I.R. SET;
(2) SOUTH 23(degree) 02' 00" EAST. 272.42' FEET TO SET 1/2" I.R.;
(3) SOUTH 09(degree) 44' 00" EAST, 269.31' FEET TO SET 1/2" I.R.;
(4) SOUTH 12(degree) 12' 00" WEST, 344.93' FEET TO SET 1/2" I.R.;
(5) SOUTH 27(degree) 40' 00" EAST, 223.31' FEET TO SET 1/2" I.R.;
(6) SOUTH 11(degree) 47' 00" EAST, 276.16' FEET TO SET 1/2" I.R.;
(7) SOUTH 41(degree) 44' 00" EAST, 128.30' FEET TO SET 1/2" I.R.;
(8) SOUTH 75(degree) 23' 00" EAST, 81.48' FEET TO SET 1/2" I.R.;
(9) NORTH 69(degree) 39' 00" EAST, 252.42' FEET TO SET 1/2" I.R.;

THENCE NORTH 01(degree) 14' EAST AT 11.38' FEET PASSING A FOUND 1/2 INCH IRON
PIPE IN ALL A TOTAL DISTANCE OF 1367.14' FEET ALONG THE EAST LINE OF 36.314
ACRES TO AN 3/4 INCH IRON PIPE FOUND FOR THE NORTHEAST CORNER OF SAME;

THENCE NORTH 39(degree) 06' 00" WEST, 693.10 FEET TO THE PLACE OF BEGINNING AND
CONTAINING 77.006 ACRES OF LAND.

EXHIBIT D
EQUIPMENT LIST

Exhibit B
Business Real Property & Equipment:

Real Estate:

Exhibit D
Equipment list:
1. 2 Golf Carts $2,500
2. Xxxx Deere Riding lawn mower 38" cut-automatic transmission 1,000
3. Xxxx Deere 2002 four wheel drive tractor with approximately 400
hours on it, front end loader, mower, post hole digger, two
augers and tines, PTO Sprayer & box blade 19,500
4. 14' Trailer with tantum axles 1,200
5. Craftsman 42" lawn mower with automatic transmission 900
6. Two gasoline weed eaters & push lawn mower 500
7. Fertilizers 400
8. Chemicals 400
9. Stakes -16 bundles of 100 each 1,200
10. Empty Containers & seeding trays 7,500
11. Black Poly rolls (7) & ground plastic cover 1,000
12. Two dolly, two back sprayers, chain saw & hand tools 3,900
---------
Total $ 40,000
Total Real Estate & Equipment $525,000

EXHIBIT E
INVENTORY LIST

Sampres Tree Farm, LLC
Bulk Inventory Sale
May 31, 2004

Exhibit E

QUANTITY NUMBER Value Total Dollars
-------- ------
6 100 gallon 150. $ 900.00
20 65 gallon 100 2000.00
50 45 gallon 60. 3000.00
500 30 gallon 30. 15,000.00
2000 15 gallon 15. 30,000.00
19,000 5 gallon 3.50 66,500.00
14,000 1 gallon .54 7,600.00
-------------
Totals $ 125,000.00

AMENDMENT TO ASSET PURCHASE AGREEMENT
-------------------------------------

STATE OF TEXAS ss.

COUNTY OF XXXXXXXXXX xx.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are acknowledged, PENGE CORP., a Nevada corporation, and XXXX X. XXXXXXX
("Purchasers") and SAMPRES TREE FARM, L.L.C. and H. XXXXXXX XXXXXX and wife,
XXXXXXX X. XXXXXX ("Sellers") agree as follows:

1. That certain Asset Purchase Agreement dated May 20, 2004,
executed by Purchasers and Sellers (the "Agreement") is amended as follows:

a) The Deed, Note, Xxxx of Sale, Security Agreement and UCC-1 to
be executed in connection with this transaction will be in the
forms attached hereto.

b) The provisions in the Agreement (paragraphs 4.5 and 1.5(iii)
which provide for a non-compete agreement from Sellers are
deleted (i.e., Sellers will not be required to enter into a
Non-Compete Agreement).

c) Pages 1 and 5 of the Agreement have been amended as set forth
on the pages attached hereto.

d) Except as modified by this Amendment to Asset Purchase
Agreement, the Agreement remains in full force and effect.

Executed this ,:26 day of May, 2004.

PURCHASERS: PENGE CORP.

By /s/ XXXX X. XXXXXXX
--------------------------
XXXX X. XXXXXXX
Chief Executive Officer

/s/ XXXX X. XXXXXXX
------------------------------
XXXX X. XXXXXXX

SELLERS: SAMPRES TREE FARM, L.L.C.

By /s/ H. XXXXXXX XXXXXX
--------------------------
H. XXXXXXX XXXXXX, Manager

/s/ H. XXXXXXX XXXXXX
------------------------------
H. XXXXXXX XXXXXX

/s/ XXXXXXX X. XXXXXX
------------------------------
XXXXXXX X. XXXXXX

ASSET PURCHASE AGREEMENT

RECITALS

WHEREAS, Sellers owns certain real estate, equipment, inventory, and
other consideration used in the Business; and WHEREAS, Sellers desires to sell,
and Purchaser desires to purchase, the Assets of the Business and Xxxxxxx Xxxxxx
in accordance with, and subject to the terms and conditions set forth in, this
Agreement (the "PURCHASE").

AGREEMENT

THE PURCHASE.

(a) Purchaser shall pay to Sellers One Hundred Fifty Thousand
Dollars ($150,000) on the Closing Date;

(b) Purchaser shall pay to Sellers a Promissory Note in the
amount of Four Hundred Thousand Dollars ($400,000), collateralized by the real
estate listed in Exhibit B and the equipment listed in Exhibit D. The note will
be on a twenty year amortization with a five year balloon payment of all unpaid
principal. It bears simple interest calculated at 7% for the first year, 8% for
the 2nd and 3rd years, and 9% for the 4th and 5th years. There will be a One
Hundred Thousand Dollar ($100,000) 53,101.00 July 1, 2004 and 53,101.00
[handwritten] principal reduction payment by January 15th, 2005 (EXHIBIT A),
which payment will release the equipment on Exhibit D. The initial monthly
payments from July through December of 2004 will be $3,101.20 with an additional
$50,000 to be Paid on September 1, 2004 [handwritten]. Thereafter, the monthly
payments will be $2,500.00, until the note balloon payment is required at the
end of five years. (May 26, 2009). [handwritten]

(c) Purchaser shall pay to Sellers One Hundred Thousand
Dollars in common stock in Penge Corporation at $.25 cents per share. Purchasers
will provide seller with executive summary, risk factors, and capitalization
table prior to closing. Seller verifies that he is an accredited investor as
outlined in the materials provided. This payment is a part of the down payment.

of the Business and the Seller, the Business has not been advised (i) that any
of its Tax Returns, federal, state, local, foreign or other, has been or is
being audited as of the date hereof, or (ii) of any deficiency in assessment or
proposed adjustment to its Taxes. There exists no liability for any Tax or
potential Tax to be imposed upon the properties or assets of the Business as of
the date of this Agreement that is not adequately provided for and reserved
against on the Financial Statements (as defined below).

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and
warrants to Sellers as follows:

3.1 ORGANIZATION. Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada.

3.2 AUTHORITY. This Agreement constitutes the legal, valid and binding
obligation of Purchaser, enforceable a Purchaser in accordance with its terms.
Purchaser has the absolute and unrestricted right, power d authority to execute
and deliver this Agreement and to perform its obligations hereunder. Purchaser
has all necessary power and authority under its organizational documents and all
applicable Legal Requirements to execute and deliver this Agreement and to carry
out its obligations hereunder. All actions on the part of Purchaser necessary
for the due authorization, execution and delivery of this Agreement and the
performance of its obligations hereunder have been taken or will be taken prior
to the Closing.

4. CERTAIN COVENANTS OF THE PARTIES.

4.1 ACCESS AND INVESTIGATION. During the period from the date of this
Agreement through the Closing (the "PRE-CLOSING PERIOD"), the Sellers shall, and
shall cause its Representatives to ants Purchaser and Purchaser's
Representatives with (i) reasonable access to the Business's personnel (as
approved by the business), assets, contracts, books and records, and other
documents and data relating to the Business, (ii) copies of such contracts,
books and records, and other documents and data as Purchaser may reasonably
request, and (iii) such additional financial, operating and other data and
information regarding the Business, as Purchaser may reasonably quest.

4.3 CONSULTING AGREEMENT. Seller agrees to assist buyer in transition.

4.4 TITLE INSURANCE. The Sellers shall obtain title insurance
commitments, policies, and riders in form and substance satisfactory to the
Purchaser in preparation for the Closing.

SURVEY OF 17.006 ACRES OF LAND IN THE XXXXX XXX SURVEY A-316 XXXXXXXXXX COUNTY
TEXAS, AND BEING OUT OF A.36.314 ACHE TRACT DESCRIBED IN DEED RECORDED IN VOLUME
531, PAGE 225 DEED RECORDS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND
BOUNDS AS FOLLOWS, TO WIT:

BEGINNING AT THE NORTHWEST CORNER OF ABOVE MENTIONED 36.314 ACRE TRACT AN OLD
3/4 INCH IRON PIPE FOR CORNER;

THENCE SOUTH 01(degree) 14' WEST, 10.43 FEET ALONG THE WEST LINE OF SAID 36.31.4
ACRE TRACT TO A POINT IN THE EAST RIGHT-OF-WAY LINE OF ROADWAY;

THENCE ALONG THE RIGHT-OF-WAY LINE OF ROAD AS FOLLOWS:

THENCE NORTH 89(degree) 06' 00" WEST 693.10 FEET TO THE PLACE OF BEGINNING AND
CONTAINING 17.006 ACRES OF LAND.

EXHIBIT "A"

ALL INVENTORY, INCLUDING WITHOUT LIMITATION, THE FOLLOWING:

Equipment list:

1. 2 Golf Carts $2,500
2. Xxxx Deere Riding lawn mower 38" cut-automatic transmission 1,000
3. Xxxx Deere 2002 four wheel drive tractor with approximately 400 hours on it, front end
loader, mower, post hole digger, two augers and tines, PTO Sprayer & box blade 19,500
4. 14' Trailer with tantum axles 1,200
5. Craftsman 42" lawn mower with automatic transmission 900
6. Two gasoline weed eaters & push lawn mower 500
7. Fertilizers 400
8. Chemicals 400
9. Stakes -16 bundles of 100 each 1,200
10. Empty Containers & seeding trays 7,500
11. Black Poly rolls (7) & ground plastic cover 1,000
12. Two dolly, two back sprayers, chain saw & hand tools 3,900
--------
Total $40,000

Exhibit "B"

Document Metadata

Table of Contents

BY AND AMONG PENGE CORP.,

Document Metadata