Second Assignment And Second Amendment To Agreement of Purchase And Sale And Joint Escrow Instructio

Exhibit 10.1 SECOND ASSIGNMENT AND SECOND AMENDMENT TO AGREEMENT OF
PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS This Second Assignment and Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions (this " Agreement" ) is entered into by CENTURY STEEL, INC., a Nevada corporation (" Assignor" ), CENTURY PROPERTIES HENDERSON 18 LLC, a Nevada limited liability company (" Assignee" ), and PIONEER AMERICAS LLC, a Delaware limited liability company, as successor to Pioneer Chlor Alkali Company Inc. (" Seller" ), effective March 31, 2006 (" Effective Date" ). RECITALS : A. Marnell Properties, LLC, a Nevada limited liability company (" Marnell" ), and Seller executed an Agreement of Purchase and Sale and Joint Escrow Instructions (" Purchase and Sale Agreement" ) effective as of June 3, 2005 (Marnell' s entire right, title and interest under the Purchase and Sale Agreement is referred to as the " Purchase Interest" ); and, B. Effective October 31, 2005, Marnell assigned its Purchase Interest as the Buyer under the Purchase and Sale Agreement to Assignor; and, C. Assignor wishes to transfer and assign the Purchase Interest to Assignee, such that Assignee will now become the " Buyer" under the Purcha ...