On February 12, 2009, the Issuer (the "Company") entered into an Exclusive Option to Purchase Unimproved Land with The Nacelle Corporation (the "Agreement"). Pursuant to the terms of the Agreement, the Company obtained a three (3) year option to purchase 4,840 acres of unimproved property in Tehachapi, California (the "Property"). In consideration for the option to purchase the Property, the Company issued a three (3) year $16 million convertible debenture which will earn interest at a rate of five (5%) percent per annum (the "Debenture"). The Debenture is convertible into shares of the Company's common stock six (6) months following its issuance at the fixed conversion price of $0.5517 (subject to customary adjustment) subject to the limitation that the holder may not acquire in excess of 19.99% of the Company's outstanding common stock at any given time without prior shareholder approval. In addition to the Debenture, the Company agreed to pay the land owner or its assignees the sum of $260,000.

In the event the Company exercises the option to acquire the Property and the appraised fair market value of the Property as of February 12, 2009 is less than the face value of the Debenture and cash consideration tendered under the Agreement, then in that event, provided the Debenture has not been converted by the Holder, the value of the Debenture will be adjusted to reflect the value of the Property as of February 12, 2009 less the cash consideration paid by the Company in connection with the Agreement. Should the Company exercise the option the cash consideration and Debenture will be applied toward the purchase price of the Property.

See Item 1.01 above.

(c) Exhibits.

Exhibit Number   Description
     10.01       Form of Exclusive Option to Purchase Unimproved Land
     10.02       Form of 5% three (3) year Convertible Debenture Issued by the
                 Company