ΐΦΜμΜΓappΟΒΤΨ

                                                      Exhibit 2.1

                      Definitive Agreement

Between:

First party:  TransAmerican Holdings, Inc.
Its head office at β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡., β–‡β–‡β–‡β–‡β–� β–‡β–‡β–�, β–‡β–‡β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–�,
β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–�, β–‡β–‡β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡ of America.

Second party:  β–‡β–‡. β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡ Al Turky.
Its head office at L'β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡ Str. Nay β–‡β–‡ β–‡β–‡β–‡β–‡β–‡β–‡, Jedda,
Kingdom of Saudi Arabia.  And β–‡β–‡. β–‡β–‡β–‡β–‡ Al Houssary, residing at
Corniche Al Manara, near Lahoya Suite, Beirut, Lebanon.

Whereas the first party is a U.S. public company listed on the
OTC Bulletin Board on Nasdaq and wishes to accept the offer in
participating in a tourist project owned by the second party in
Sahel β–‡β–‡β–‡β–‡, Kesrwan, Lebanon.

And whereas the second party is a group that possesses a tourist
project located in Sahel β–‡β–‡β–‡β–‡, Kesrwas as per an agreement signed
on July 18, 2002 and signed between engineer β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–�, in his
capacity as General Manager of β–‡β–‡β–‡β–‡β–� for Engineering and Trade
β–�.β–�.β–�. ("Company") and by proxy of β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡β–� Jeiwan, as first
party, and β–‡β–‡. β–‡β–‡β–‡β–‡ β–‡β–‡β–‡β–‡β–� Al Houssary as second party, and both
wish to cooperate with the first party according to the article
below.

Whereas both parties had already signed a ("Letter of intent")
for a contract dated July 2, 2002, where they agreed, especially
in Article 3 of it to execute a detailed contract for the project
of the second party.


                           Therefore,


It has been convened by mutual consent on the following:

First:         The above-mentioned paragraphs are an integral
               part of this agreement and completes it.

Second:        The second party engages according to the Letter
               of Understanding signed on July 2, 2002 linked to
               an original agreement signed on June 13th 2002 to
               perform the following:

               The second party, immediately upon signing the
               formal contract of its ownership of the tourist
               project, shall buy the shares of TransAmerican
               Holdings Inc. conditioned by the amount of
               ($300,000) Three Hundred Thousand U.S. Dollars.

               The first party, after examining and doing all
               required obligations as of the survey, the
               estimations and the conveyance deeds and after the
               second party buys the aforesaid shares mentioned
               in article 2, shall pay the amount of ($100,000)
               One Hundred Thousand U.S. Dollars as a down
               payment to buy 51% of the project, provided that
               it pays the remaining sum, which is ($2,100,000)
               Two Million One Hundred Thousand U.S. Dollars
               within three months of the date of signing the
               purchase deed and that the second party abides by
               its contracting obligations.

Third:         After each party executes its obligations as
               agreed on the aforesaid paragraph, the ownership
               shares of the tourist project shall be distributed
               as follows:

               TransAmerican Holdings Inc.   51% First Party

               β–‡β–‡. β–‡β–‡β–‡β–‡β–� Kaseem Al Turky
               and β–‡β–‡. β–‡β–‡β–‡β–‡ Al Houssary      49% Second Party

Fourth:        The second party engages to manage the project and
               its activities at their full responsibility for
               ownership in the project.

Fifth:         It is expressly agreed between both parties that
               the second party cannot sell or dispose or assign
               its shares in the ownership of the tourist project
               unless the whole tourist project is sold entirely
               with the consent of the first party.  And every
               conduct contrary to this from the side of the
               second party shall be considered as a breach of
               the contract and shall lead to loss and damage
               rights to other party.

Sixth:         Immediately after both parties commence ownership
               of the tourist project according to the shares
               described in article three of this agreement, the
               second party engages to achieve the project and
               equip it with furniture and make it ready to be a
               successful tourist place.

Seventh:       The amounts required to complete the project, the
               equipment, the furniture and other, which are
               estimated to be ($1,000,000) One Million U.S.
               Dollars approximately can be provided from local
               or non-local financial resources or thought the
               company of the first party according to an
               independent agreement in writing signed by both
               parties.

Eighth:        The second party manages the project at its full
               responsibility, provided that its management to
               the project be according to the laws and
               regulations in force, which govern the tourist
               projects.  The second party engages to do its best
               in order to make the project successful and to
               achieve the foreseen aim of it and also to obtain
               all required permits from the official
               authorities.

Ninth:         The second party have the right to hire the
               employees and workers without referring to the
               first party except for the General Manager and the
               Chief Auditor, their appointment requiring the
               written approval of the first party.

Tenth:         The second party must abide by the legal
               accounting procedures and duly hold the accounting
               registers according to U.S. Generally Accepted
               Accounting Principles (GAAP) for all accounting
               and financial regulations.  The second party is
               also obliged to pay all official financial dues,
               such as taxes, financial fees and municipality
               fees and others (on behalf of the company).

Eleventh:      The first party is entitled at any time and
               without any prior notice to examine all records
               and books of the project, and of all the
               accounting and to check them, and also check the
               works of the project.  It can also check and
               examine the financial papers related to the
               project, the scriptures, and evidenced notices at
               any time, as well as it has the right to examine
               the accounts of income, expenses, cost, banks and
               agents accounts.  The first party shall have the
               right to directly manage in the tourist project
               day to day operations in case of losses in the
               project or failures in the management and the
               accounting systems in order to remedy them and
               avoid further losses.  In case losses are repeated
               for more than one year the first party is entitled
               to replace the board of management or to appoint a
               new competent management team in order to
               safeguard the rights of the parties and without
               any opposition of the second party.

Twelfth:       Both parties have the right by mutual consent to
               make any amendments or modifications in the design
               or in the use or in building, and in works and
               that jointly.

Thirteenth:    It is expressly agreed between both parties that
               the benefits arising from managing the project
               shall be distributed between themselves each year
               at their respective shares in the ownership of the
               project, or the benefits shall be used by mutual
               consent to extend the project activities.

Fourteenth:    The second party shall provide to the first party
               with periodical statements and monthly reports
               within (15) days of month-end, about the project
               activities and the results.

Fifteenth:     The second party is not entitled to mortgage or
               secure its shares in the project to third parties
               neither can it borrow money from third parties or
               issue any guarantees or accept any charges or
               obligations without referring to the first party
               and take its written consent.

Sixteenth:     Periodical meetings are held between both parties
               one month or each three months in order to review
               and examine all the projects works, results and to
               treat any pending problems or to treat any
               problems that need decisions to be implemented.

Seventeenth:   Both parties can by a total and common agreement
               take the decision to sell or operate or
               transforming it in an investment entity or in any
               other producing entity that guarantees the
               interests of both parties.

Eighteenth:    If there are financial conditions obliging the
               first parties to sell all or part of its shares in
               the aforesaid project to third parties, then the
               first party must inform the second party by a
               registered written letter with acknowledgement of
               receipt, so that this letter has the priority upon
               others in buying according to contract prepared
               for this purpose.

Nineteenth:    The courts of the State of California, United
               States of America shall be competent authority to
               examine any conflict arising from the
               interpretation of any article of this agreement.

Twentieth:     This agreement was executed on two copies, one
               copy for each party, to be used whenever needed.


     First Party                        Second Party
----------------------------       -----------------------------
TransAmerican Holdings, Inc.
                                   /s/ β–‡β–‡β–‡β–‡β–� β–�. Al Turky
                                   _____________________________
/s/ β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡                 β–‡β–‡. β–‡β–‡β–‡β–‡β–� Kaseem Al Turky
________________________
β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡β–‡β–‡
                                   /s/ Saeb Al Houssary
                                   _____________________________
                                   β–‡β–‡. β–‡β–‡β–‡β–‡ Al Houssary