EXHIBIT 10.2

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


                               PURCHASE AGREEMENT

                                  by and among

                             TRIARC COMPANIES, INC.,

                     TRIANGLE AIRCRAFT SERVICES CORPORATION,

                                  NELSON PELTZ

                                       and

                                  PETER W. MAY

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

                 for all of the outstanding membership interests

                                       of

                                280 HOLDINGS, LLC

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

                                January 19, 2000

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

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




<PAGE>



                                TABLE OF CONTENTS
                                                                        Page

1.       Sale and Purchase of Interests..................................1
         1.1.         Sale and Purchase of Interests.....................1
         1.2.         Payment of Purchase Price..........................2
         1.3.         Delivery of Interests..............................2
         1.4.         Payment by Seller..................................2

2.       Closing; Closing Date...........................................2
3.       Representations and Warranties of the Seller as to the Company..3
         3.1.         Due Organization and Authority.....................3
         3.2.         Subsidiaries and Other Affiliates..................3
         3.3.         Qualification......................................3
         3.4.         Outstanding Membership Interests...................3
         3.5.         Options or Other Rights............................4
         3.6.         Compliance with Laws; Permits......................4
         3.7.         No Breach..........................................4
         3.8.         Claims and Proceedings.............................5
         3.9.         Contracts..........................................6
         3.10.        Real Estate........................................6
         3.11.        Title to Properties................................7
         3.12.        Liabilities........................................7
         3.13.        Insurance..........................................8
         3.14         Transfer of Airplane...............................8
         3.15.        Full Disclosure....................................8
         3.16.        Representations and Warranties on Closing Date.....9

4.       Representations and Warranties of Each Seller...................9
         4.1.         Title to the Interests.............................9
         4.2.         Authority to Execute and Perform Agreement.........10
         4.3.         Representations and Warranties on Closing Date.....11

5.       Representations and Warranties of the Guarantors................11
         5.1.         Authority to Execute and Perform Agreement.........11




<PAGE>





6.       Representations and Warranties of the Buyer.....................12
         6.1.         Due Incorporation and Authority....................12
         6.2.         Authority to Execute and Perform Agreement.........12
         6.3.         Purchase for Investment............................14
         6.4.         Representations and Warranties on Closing Date.....14

7.       Covenants and Agreements........................................14
         7.1.         Conduct of Business................................14
         7.2.         Corporate Examinations and Investigations..........14
         7.3.         Publicity..........................................15
         7.4.         Expenses...........................................16
         7.5.         Indemnification of Brokerage.......................16
         7.6.         Related Parties....................................17
         7.7.         Termination of Agreements..........................17
         7.8.         Permit and Warranty Transfers......................17
         7.9.         Further Assurances.................................17

8.       Conditions Precedent to the Obligation of the Buyer to Close....18
         8.1.         Representations and Covenants......................18
         8.2.         Consents and Approvals.............................18
         8.3.         Resignations.......................................18
         8.4.         No Claims..........................................18
         8.5.         Termination of Agreements..........................19
         8.6.         Consent of CIT.....................................19
         8.7.         Consent of CIT.....................................19

9.       Conditions Precedent to the Obligation of the Sellers to Close..19
         9.1.         Representations and Covenants......................20
         9.2.         No Claims..........................................20
         9.3.         Releases from CIT..................................20

10.      Guaranty........................................................20
         10.1.        Guaranty...........................................20
         10.2.        Guaranty Unconditional.............................21
         10.3.        Discharge; Reinstatement...........................22
         10.4.        Waiver by the Guarantors...........................22

11.      Survival of Representations and Warranties of the Sellers
         After Closing...................................................22




<PAGE>





12.      General Indemnification.........................................23
         12.1.        Obligation of the Sellers to Indemnify.............23
         12.2.        Obligation of the Buyer to Indemnify...............24
         12.3.        Notice and Opportunity to Defend...................24

13.      Termination of Agreement........................................25
         13.1.        Termination........................................25
         13.2.        Survival After Termination.........................26

14.      Miscellaneous...................................................27
         14.1.        Certain Definitions................................27
         14.2.        Consent to Jurisdiction and Service of Process.....28
         14.3.        Notices............................................29
         14.4.        Entire Agreement...................................30
         14.5.        Waivers and Amendments; Non-Contractual Remedies;
                      Preservation of Remedies...........................30
         14.6.        Governing Law......................................31
         14.7.        Binding Effect; Assignment.........................31
         14.8.        Usage..............................................31
         14.9.        Counterparts.......................................32
         14.10.       Schedules..........................................32
         14.11.       Headings...........................................32
         14.12.       Interpretation.....................................32
         14.13.       Severability of Provisions.........................32

SCHEDULES
3.3                   Qualification Jurisdictions
3.9                   Contracts
3.10(b)               Real Property Leases
3.13                  Insurance
3.14                  Transfer of Airplane




<PAGE>





                               PURCHASE AGREEMENT

                  AGREEMENT,  dated  January  19,  2000,  by  and  among  Triarc
Companies,  Inc.,  a  Delaware  corporation  (the  "Buyer"),  Triangle  Aircraft
Services  Corporation  (the  "Seller"),  Nelson Peltz ("Peltz") and Peter W. May
("May" and together with Peltz, the  "Guarantors")  for the purchase and sale of
all of the issued and outstanding  membership interests of 280 Holdings,  LLC, a
Delaware limited liability company (the "Company").

                  The Seller is the  beneficial  and record  owner of all of the
issued and outstanding  membership  interests (the  "Interests") of the Company.
The Seller  wishes to sell to the Buyer,  and the Buyer wishes to purchase  from
the Seller, all of the Interests upon the terms and subject to the conditions of
this Agreement.

                  The  Guarantors  are the sole  stockholders  of the Seller and
have executed guarantees (the "Guarantees") of $18.0 million principal amount of
indebtedness (the "Company Debt") of the Company owed to The CIT Group/Equipment
Financing Group, Inc. ("CIT").

                  Certain terms used in this Agreement are defined in
Section 14.1.

                  Accordingly, the parties agree as follows:

                  1.       Sale and Purchase of Interests.

                           1.1.     Sale and Purchase of Interests.  At the
closing provided for in Article 2 (the "Closing"), upon the terms and subject to
the  conditions  of this  Agreement  and in reliance  upon the  representations,
warranties and agreements of the Seller and the Guarantors contained herein, the
Seller shall sell to the Buyer,  and the Buyer shall  purchase  from the Seller,
all of the  Interests for an aggregate  purchase  price (the  "Purchase  Price")
equal  to  $27.2  million,  payable  (i) $9.2  million,  in cash,  to be paid in
accordance with Section 1.2 and (ii) $18.0 million, through the assumption of




<PAGE>


                                                                               2




the Company Debt and the release of obligations of the Seller and the Guarantors
with  respect to the  Company  Debt.

                         1.2.  Payment of  Purchase  Price.  At the Closing,
the Purchase Price shall be paid by the Buyer as follows:

                               (a)     the Buyer shall deliver to the Seller
cash by wire transfer of immediately  available funds, in an aggregate amount of
$9.2 million.

                               (b)     the Buyer shall deliver to CIT a full
and  unconditional  guarantee of the Company  Debt and CIT shall  deliver to the
Seller and the Guarantors a full and unconditional  release from all obligations
with respect to the Company Debt,  including all  obligations  of the Guarantors
under the Guarantees.

                           1.3.     Delivery of Interests.  At the Closing,
Seller  shall  deliver to the Buyer a  certificate  representing  the  Interests
constituting all of the outstanding  membership  interests of the Company,  duly
endorsed in blank or accompanied  by stock powers (or other powers  satisfactory
to the Buyer) duly executed in blank, in proper form for transfer,  and with all
appropriate stock transfer tax stamps affixed.

                           1.4.     Payment by Seller.  At the closing, the
Seller  shall  deliver  to the  Buyer  cash,  by wire  transfer  of  immediately
available  funds,  in an  aggregate  amount of $1.2  million,  representing  the
unamortized  portion of the  payment  made by the Buyer to the Seller in 1997 in
connection with the extension of the lease of the Airplane by the Buyer.

                  2. Closing; Closing Date. The Closing of the sale and purchase
of the  Interests  contemplated  hereby  shall take place at the  offices of the
Buyer, at 10:00 a.m. local time, on January 19,  2000,  or such  other time or




<PAGE>


                                                                               3




date as the parties may  mutually  agree in  writing,  provided  that all of the
conditions  to the Closing set forth in Articles 8 and 9 have been  satisfied or
waived by the party entitled to waive the same. The time and date upon which the
Closing occurs is herein called the "Closing Date."

                  3.  Representations  and  Warranties  of the  Seller as to the
Company. The Seller represents and warrants to the Buyer as follows:

                           3.1.     Due Organization and Authority.  The Company
is a limited  liability  company duly  organized,  validly  existing and in good
standing under the laws of the State of Delaware and has all requisite power and
lawful  authority to own,  lease and operate its  properties and to carry on its
business as now being and heretofore conducted.

                           3.2.     Subsidiaries and Other Affiliates.  The
Company does not directly or indirectly own any interest in any other person.

                           3.3.     Qualification.  The Company is duly
qualified or otherwise  authorized  as a foreign  limited  liability  company to
transact  business  and is in good  standing in each  jurisdiction  set forth on
Schedule 3.3, which are the only  jurisdictions  in which such  qualification or
authorization  is  required  by Law or in which the  failure so to qualify or be
authorized  could have a material  adverse effect on the  properties,  business,
prospects,   results  of  operations  or  financial  condition  of  the  Company
(collectively,  the  "Condition  of the  Company").  The Company does not own or
lease property in any  jurisdiction  other than its jurisdiction of organization
and the jurisdictions set forth on Schedule 3.3.





<PAGE>


                                                                               4




                           3.4.     Outstanding Membership Interests.  All of
the issued and outstanding  membership interests of the Company are owned by the
Seller, free and clear of any Lien. All of the outstanding  membership interests
of  the  Company  are  duly  authorized  and  validly  issued,  fully  paid  and
nonassessable.  No  other  class  of  ownership  interests  of  the  Company  is
authorized or outstanding.

                           3.5.     Options or Other Rights.  There is no
outstanding right,  subscription,  warrant,  call, unsatisfied preemptive right,
option or other  agreement  of any kind to purchase or otherwise to receive from
the Company or the Seller any of the  outstanding,  authorized  but  unissued or
unauthorized  membership interests or other securities of the Company, and there
is no outstanding  security of any kind of the Company convertible into any such
ownership interest.

                           3.6.     Compliance with Laws; Permits.  Neither the
Seller nor the  Company  is in  violation  of any  applicable  order,  judgment,
injunction,  award, decree or writ (collectively,  "Orders"),  or any applicable
law, statute,  code, ordinance,  regulation or other requirement  (collectively,
"Laws") of any government or political  subdivision  thereof,  whether  federal,
state,  local or foreign or any agency or instrumentality of any such government
or   political   subdivision,   or  any  court  or   arbitrator   (collectively,
"Governmental  Bodies").  The Company  has all  licenses,  permits,  exemptions,
consents, waivers, authorizations,  rights, orders or approvals of, and has made
all  required   registrations   with,  any  Governmental   Body   (collectively,
"Permits").

                           3.7.     No Breach.  The execution and delivery by
the  Seller  and the  Guarantors  of this  Agreement  and each and  every  other
agreement  and  instrument   contemplated   hereby,   the  consummation  of  the
transactions contemplated hereby and thereby and the performance by the Seller




<PAGE>


                                                                               5




and the  Guarantors  of  this  Agreement  and  each  such  other  agreement  and
instrument in accordance with their respective terms and conditions will not (a)
violate any provision of any of the organizational documents of the Company; (b)
require the Company to obtain any consent, approval, authorization or action of,
or make any filing  with or give any notice  to,  any  Governmental  Body or any
other  person,  except for  notification  to CIT; (c) violate,  conflict with or
result in the breach of any of the terms and conditions of, result in a material
modification  of the effect of,  otherwise  cause the termination of or give any
other contracting party the right to terminate, or constitute (or with notice or
lapse of time or both  constitute) a default  under,  any  contract,  agreement,
indenture,  note,  bond,  loan,  instrument,  lease,  conditional sale contract,
mortgage,   license,   franchise,   commitment  or  other  binding   arrangement
(collectively,  the  "Contracts")  to which the  Company  is a party or by or to
which the Company or any of its  properties  is or may be bound or  subject,  or
result in the  creation  of any Lien upon any of the  properties  of the Company
pursuant  to  the  terms  of any  such  Contract;  (d)  violate  any  Law of any
Governmental  Body; (e) violate any Order of any Governmental Body applicable to
the Company or to its  securities,  properties  or  business;  or (f) violate or
result in the revocation or suspension of any Permit.

                           3.8.     Claims and Proceedings.  There are no
outstanding Orders of any Governmental Body against or involving the Company and
there are no actions,  causes of action,  suits,  claims,  complaints,  demands,
litigations or legal,  administrative or arbitral  proceedings or investigations
(collectively,  "Claims")  (whether or not the defense thereof or liabilities in
respect  thereof  are covered by  insurance)  pending or  threatened  against or
involving the Company or any of its properties, owned or leased, or which relate
to, or could have any effect on, the Contemplated Transactions.  There are no




<PAGE>


                                                                               6




Claims   pending   or   threatened   that  would  give  rise  to  any  right  of
indemnification  on the part of any  director  or officer of the  Company or the
heirs,  executors or  administrators  of such  director or officer,  against the
Company or any successor to the business of the Company.

                           3.9.     Contracts.

                                    (a)     Schedule 3.9 sets forth a list of
all the material  Contracts to which the Company is a party or by or to which it
or any of its  properties  may be bound or subject.  Schedule 3.9 also lists and
describes the status of all Contracts  currently in  negotiation  or proposed by
the Company of a type which if entered into by the Company  would be required to
be listed on Schedule 3.9 or on any other Schedule ("Proposed Contracts").

                                    (b)     There have been delivered to the
Buyer true and complete copies of (i) all of the Contracts set forth on Schedule
3.9 or on any other Schedule and (ii) the most recent draft, letter of intent or
term sheet (or if none exist, a reasonably  detailed written summary)  embodying
the terms of all of the Proposed Contracts set forth on Schedule 3.9. All of the
Contracts referred to in the preceding clause (i) are valid and binding upon the
Company,  in accordance  with their terms.  The Company is not in default in any
material respect under any of such Contracts,  nor does any condition exist that
with notice or lapse of time or both would  constitute  such a material  default
thereunder.  To  the  knowledge  of  the  Seller,  the  Company  or  any  of the
Guarantors,  no other party to any such Contract is in default thereunder in any
material  respect nor does any condition exist that with notice or lapse of time
or both would constitute such a material default thereunder.




<PAGE>


                                                                               7




                           3.10.    Real Estate.

                                    (a)     Leased Properties.  Schedule 3.10(a)
is a true, correct and complete schedule of all leases, subleases,  licenses and
other  agreements  (collectively,  the "Real  Property  Leases") under which the
Company  uses or  occupies  or has the  right  to use or  occupy,  now or in the
future, any real property that is not owned by the Company (the land,  buildings
and other  improvements  covered by the Real Property Leases being herein called
the "Leased Real  Property").  The Seller has  heretofore  delivered to, or have
caused the Company to deliver to, the Buyer true, correct and complete copies of
all  Real  Property  Leases   (including  all   modifications,   amendments  and
supplements).  Each Real Property Lease is valid,  binding and in full force and
effect,  all rent and other sums and  charges  payable by the  Company as tenant
thereunder  are  current,  no notice of  default or  termination  under any Real
Property Lease is outstanding,  and no termination event or condition or uncured
default on the part of the Company,  or, to the  knowledge of any of the Seller,
the  Company  or any of the  Guarantors,  the  landlord,  exists  under any Real
Property Lease. The Company holds the leasehold estate and interest in each Real
Property  Lease free and clear of all Liens.  The  Seller,  the  Company and the
Guarantors have no ownership,  financial or other interest in the landlord under
any Real Property Lease.

                                    (b) The Company owns no real property.

                           3.11.    Title to Properties.  The Company owns
outright and has good title to the Airplane,  free and clear of any Lien, except
for the Lien in favor of CIT  granted in  connection  with the  issuance  of the
Company Debt.

                           3.12.    Liabilities.  At the Closing, the Company
will not have any direct or indirect indebtedness, liability, Claim, loss,




<PAGE>


                                                                               8




damage,  deficiency,  obligation or responsibility,  known or unknown,  fixed or
unfixed, choate or inchoate,  liquidated or unliquidated,  secured or unsecured,
accrued, absolute, contingent or otherwise, whether or not of a kind required by
generally  accepted  accounting  principles  to  be  set  forth  on a  financial
statement or in the notes thereto, other than the Company Debt.

                           3.13.    Insurance.  Schedule 3.13 sets forth a list
of all  policies  or binders of fire,  liability,  product  liability,  worker's
compensation, vehicular and other insurance held by or on behalf of the Company.
Such policies and binders are valid and binding in accordance  with their terms,
are in full force and effect,  and insure  against risks and  liabilities  to an
extent  and in a  manner  customary  in the  industries  in  which  the  Company
operates.  The Company is not in default with respect to any provision contained
in any such  policy or binder or has failed to give any  notice or  present  any
claim  under any such policy or binder in due and timely  fashion.  There are no
outstanding  unpaid claims under any such policy or binder,  and the Company has
not received any notice of  cancellation  or  non-renewal  of any such policy or
binder.  The  Company  has not  received  any notice  from any of its  insurance
carriers or any  Governmental  Body that any  insurance  premiums will or may be
materially  increased  in the future or that any  insurance  coverage  listed on
Schedule  3.13 will or may not be available in the future on  substantially  the
same terms as now in effect.

                           3.14.    Transfer of Airplane.  The Seller has
contributed  to the Company all of its right,  title and  interest in and to the
Airplane and to all equipment,  spare parts,  agreements  (other than agreements
which by their  terms are  unassignable  and which are listed on  Schedule  3.14
hereto) and other  assets  relating to the  Airplane  and to the  ownership  and
operation thereof.




<PAGE>


                                                                               9




                           3.15.    Full Disclosure.  All documents, Contracts,
instruments,  certificates,  notices, consents, affidavits,  letters, telegrams,
telexes, statements, schedules (including Schedules to this Agreement), exhibits
(including   Exhibits  to  this  Agreement)  and  any  other  papers  whatsoever
(collectively, "Documents") delivered by or on behalf of the Seller, the Company
or any of the Guarantors in connection with this Agreement and the  Contemplated
Transactions are true, complete and authentic.  No representation or warranty of
the Seller  contained  in this  Agreement,  and no Document  furnished  by or on
behalf of the Seller, the Company or any of the Guarantors to the Buyer pursuant
to this Agreement or in connection with the Contemplated Transactions,  contains
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated therein or necessary to make the  statements  made, in the
context in which made, not materially  false or misleading.  There is no fact or
facts  known to the Seller  that the Seller  has not  disclosed  to the Buyer in
writing  that  materially  adversely  affects  or, so far as the  Seller can now
reasonably  foresee,  will  materially  adversely  affect,  the Condition of the
Company or the ability of the Seller to perform this Agreement.

                           3.16.    Representations and Warranties on Closing
Date. The  representations  and warranties  contained in this Article 3 shall be
true and correct on and as of the Closing Date with the same force and effect as
though  such  representations  and  warranties  had  been  made on and as of the
Closing Date (unless such  representations  and  warranties  relate  solely to a
specific date, in which case such  representations  and warranties shall be true
and correct as of such specified date).

                  4.  Representations  and Warranties of the Seller.  The Seller
represents and warrants to the Buyer as follows:




<PAGE>


                                                                              10




                           4.1. Title to the Interests.  As of the Closing Date,
the Seller shall own beneficially and of record,  free and clear of any Lien, or
shall own of record and have full power and  authority  to convey free and clear
of any Lien, the Interests, and, upon delivery of and payment for such Interests
at the Closing as herein provided,  the Seller will convey to the Buyer good and
valid title thereto, free and clear of any Lien.

                           4.2.     Authority to Execute and Perform Agreement.
The  Seller  has full  legal  right and power and all  authority  and  approvals
required to enter into,  execute and deliver this  Agreement  and each and every
agreement and instrument contemplated hereby to which the Seller is or will be a
party and to  perform  fully its  obligations  hereunder  and  thereunder.  This
Agreement has been duly executed and delivered by the Seller, and on the Closing
Date, each and every agreement and instrument  contemplated  hereby to which the
Seller  is a  party  will be duly  executed  and  delivered  by the  Seller  and
(assuming  due  execution  and delivery  hereof and thereof by the other parties
hereto and thereto) this Agreement and each such other  agreement and instrument
will be valid and binding  obligations of the Seller  enforceable  against it in
accordance with their respective terms. The execution and delivery by the Seller
of this  Agreement  and each and every  agreement  and  instrument  contemplated
hereby to which the  Seller is a party,  the  consummation  of the  transactions
contemplated  hereby  and  thereby  and the  performance  by the  Seller of this
Agreement and each such other  agreement and instrument in accordance with their
respective  terms and  conditions  will not (a)  violate  any  provision  of the
Certificate  of  Incorporation  or By-laws (or  comparable  instruments)  of the
Seller; (b) require the Seller to obtain any consent, approval, authorization or
action of, or make any filing with or give any notice to, any Governmental Body




<PAGE>


                                                                              11




or any other person, except for notification to CIT; (c) violate,  conflict with
or result in the  breach of any of the  terms  and  conditions  of,  result in a
material  modification  of the effect of,  otherwise cause the termination of or
give any other contracting party the right to terminate,  or constitute (or with
notice or lapse of time or both  constitute)  a default  under,  any Contract to
which the Seller is a party or by or to which the  Seller  is, or the  Interests
may be, bound or subject;  (d) violate any Law or Order of any Governmental Body
applicable to the Seller or to the  Interests;  or (e) result in the creation of
any Lien on the Interests.

                           4.3.     Representations and Warranties on Closing
Date. The  representations  and warranties  contained in this Article 4 shall be
true and correct on and as of the Closing Date with the same force and effect as
though  such  representations  and  warranties  had  been  made on and as of the
Closing Date (unless such  representations  and  warranties  relate  solely to a
specific date, in which case such  representations  and warranties shall be true
and correct as of such specified date).

                  5.  Representations  and  Warranties of the  Guarantors.  Each
Guarantor,  severally and not jointly,  represents  and warrants to the Buyer as
follows:

                           5.1.     Authority to Execute and Perform Agreement
Such  Guarantor  has full legal right and power and all  authority and approvals
required to enter into,  execute and deliver this  Agreement  and each and every
agreement and instrument  contemplated hereby to which such Guarantor is or will
be a party and to  perform  fully such  Guarantor's  obligations  hereunder  and
thereunder.  This  Agreement  has  been  duly  executed  and  delivered  by such
Guarantor,  and on the Closing Date,  each and every  agreement  and  instrument
contemplated hereby to which such Guarantor is a party will be duly executed and
delivered by such Guarantor and (assuming due execution  and  delivery  hereof




<PAGE>


                                                                              12




and thereof by the other  parties  hereto and thereto)  this  Agreement and each
such other  agreement and  instrument  will be valid and binding  obligations of
such  Guarantor  enforceable  against such  Guarantor in  accordance  with their
respective terms. The execution and delivery by such Guarantor of this Agreement
and each and every  agreement and instrument  contemplated  hereby to which such
Guarantor is a party, the consummation of the transactions  contemplated  hereby
and thereby and the  performance  by such  Guarantor of this  Agreement and each
such other  agreement and instrument in accordance with their  respective  terms
and  conditions  will not (a)  require  such  Guarantor  to obtain any  consent,
approval, authorization or action of, or make any filing with or give any notice
to, any Governmental  Body or any other person,  except for notification to CIT;
(b) violate, conflict with or result in the breach of any of the terms and condi
tions of, result in a material  modification  of the effect of,  otherwise cause
the termination of or give any other  contracting  party the right to terminate,
or  constitute  (or with notice or lapse of time or both  constitute)  a default
under,  any  Contract to which such  Guarantor is a party or by or to which such
Guarantor is or any of the  properties of such  Guarantor are or may be bound or
subject;  (c) violate any Law or Order of any  Governmental  Body  applicable to
such Guarantor; or (d) result in the creation of any Lien on the Interests.

                  6.  Representations  and  Warranties  of the Buyer.  The Buyer
represents and warrants to the Seller as follows:

                           6.1.     Due Incorporation and Authority.  The Buyer
is a corporation duly organized, validly existing and in good standing under the
Laws of the  State  of  Delaware  and  has all  requisite  corporate  power  and
authority to own, lease and operate its properties and to carry on its business




<PAGE>


                                                                              13




as now being and as heretofore conducted.

                           6.2.     Authority to Execute and Perform Agreement.
The Buyer has the full legal  right and power and all  authority  and  approvals
required to enter into,  execute and deliver this  Agreement  and each and every
agreement and instrument  contemplated hereby to which the Buyer is or will be a
party and to  perform  fully its  obligations  hereunder  and  thereunder.  This
Agreement has been duly executed and delivered by the Buyer,  and on the Closing
Date, each and every agreement and instrument  contemplated  hereby to which the
Buyer is a party will be duly  executed and delivered by the Buyer and (assuming
due  execution and delivery  hereof and thereof by the other parties  hereto and
thereto) this  Agreement and each such other  agreement and  instrument  will be
valid and  binding  obligations  of the Buyer  enforceable  against the Buyer in
accordance with their respective  terms. The execution and delivery by the Buyer
of this Agreement and each and every other agreement and instrument contemplated
hereby to which  the  Buyer is a party,  the  consummation  of the  transactions
contemplated  hereby  and  thereby  and the  performance  by the  Buyer  of this
Agreement and each such other  agreement and instrument in accordance with their
respective  terms and  conditions  will not (a)  violate  any  provision  of the
Certificate  of  Incorporation  or By-laws (or  comparable  instruments)  of the
Buyer; (b) require the Buyer to obtain any consent,  approval,  authorization or
action of, or make any filing with or give any notice to, any Governmental  Body
or any other person;  (c) violate,  conflict with or result in the breach of any
of the terms and conditions of, result in a material  modification of the effect
of, otherwise cause the termination of or give any other  contracting  party the
right to  terminate,  or  constitute  (or with  notice  or lapse of time or both
constitute) a default under, any Contract to which the Buyer is a party or by or
to which the Buyer or any of its properties is or may be bound or subject; or




<PAGE>


                                                                              14




(d) violate any Law or Order of any Governmental Body applicable to the Buyer.

                           6.3.     Purchase for Investment.  The Buyer is
purchasing  the Interests for its own account for  investment and not for resale
or distribution.

                           6.4.     Representations and Warranties on Closing
Date. The  representations  and warranties  contained in this Article 6 shall be
true and correct on and as of the Closing Date with the same force and effect as
though  such  representations  and  warranties  had  been  made on and as of the
Closing Date (unless such  representations  and  warranties  relate  solely to a
specific date, in which case such  representations  and warranties shall be true
and correct as of such specified date).

                  7.       Covenants and Agreements.

                           7.1.     Conduct of Business.  From the date hereof
through the Closing Date,  the Seller agrees that it (a) shall cause the Company
to conduct its business in the  ordinary  course and (b) shall cause the Company
to conduct its business in a manner such that the representations and warranties
contained  in Article 3 shall  continue  to be true and correct on and as of the
Closing Date as if made on and as of the Closing Date; and (c) shall conduct its
affairs in a manner such that the  representations  and warranties  contained in
Article 4 shall continue to be true and correct on and as of the Closing Date as
if made on and as of the Closing  Date.  The Seller  shall give the Buyer prompt
notice of any event,  condition or  circumstance  occurring from the date hereof
through the Closing Date that would  constitute a violation or breach of (i) any
representation  or  warranty,  whether  made as of the date  hereof or as of the
Closing Date, or (ii) any covenant of the Seller contained in this Agreement.




<PAGE>


                                                                              15




                           7.2.     Corporate Examinations and Investigations.
Prior to the Closing  Date,  the Seller agrees that the Buyer shall be entitled,
through its employees and representatives (collectively, the "Representatives"),
to make such  investigation of the properties,  businesses and operations of the
Seller and the Company, and such examination of the books, records and financial
condition of the Company,  as it wishes.  Any such investigation and examination
shall be conducted at reasonable times and under reasonable  circumstances,  and
the Seller shall,  and shall cause the Company to,  cooperate fully therein.  No
investigation by the Buyer shall diminish or obviate any of the representations,
warranties,  covenants or agreements of the Seller  contained in this Agreement.
In order  that the  Buyer  may have  full  opportunity  to make  such  physical,
business,  accounting and legal review,  examination or  investigation as it may
wish of the  affairs  of the  Seller  and the  Company,  the  Seller  shall make
available and shall cause the Company to make  available to the  Representatives
during such period all such  information and copies of documents  concerning the
affairs of the Seller and the  Company  as the  Representatives  may  reasonably
request, shall permit the Representatives access to the properties of the Seller
and the Company and shall cause their officers, employees,  consultants, agents,
accountants  and  attorneys  to  cooperate  fully  with the  Representatives  in
connection with such review and examination. The Seller shall make available and
shall  cause  the  Company  and  the  Subsidiaries  to  make  available  to  the
Representatives during such period all reports,  assessments,  audits,  reviews,
plans,  analyses and other  documents or  correspondence  in the  possession  or
control of the Seller or the Company  relating to the operations of the Company,
the  airworthiness  of the Airplane and the  compliance  of the Company with all
applicable Laws.




<PAGE>


                                                                              16




                           7.3.     Publicity.  The parties agree that no
publicity release or announcement  concerning this Agreement or the Contemplated
Transactions  shall be made by the  Seller  or the  Guarantors  without  advance
approval thereof by the Buyer.

                           7.4.     Expenses.  The parties to this Agreement
shall, except as otherwise  specifically  provided herein, bear their respective
expenses incurred in connection with the preparation,  execution and performance
of this  Agreement  and the  Contemplated  Transactions,  including all fees and
expenses of agents, representatives, counsel and accountants.

                           7.5.     Indemnification of Brokerage.  The Seller
and the  Guarantors,  jointly and severally,  represent and warrant to the Buyer
that no broker,  finder, agent or similar intermediary (a "Broker") has acted on
behalf of the Company,  the Seller or the  Guarantors  in  connection  with this
Agreement  or the  Contemplated  Transactions,  and that there are no  brokerage
commissions,  finder's fees or similar fees or commissions payable in connection
therewith based on any agreement, arrangement or understanding with the Company,
the Seller or the Guarantors,  or any action taken by the Company, the Seller or
the Guarantors.  The Seller and the Guarantors,  jointly and severally, agree to
indemnify and hold harmless the Buyer from any Claim or demand for commission or
other  compensation by any Broker claiming to have been employed by or on behalf
of the  Company,  the  Seller or the  Guarantors,  and to bear the cost of legal
expenses  incurred in defending against any such claim. The Buyer represents and
warrants to the Seller and the Guarantors  that no Broker has acted on behalf of
the Buyer in connection  with this Agreement or the  Contemplated  Transactions,
and that there are no brokerage  commissions,  finders'  fees or similar fees or
commissions payable in connection therewith based on any agreement,  arrangement
or understanding with the Buyer, or any action taken by the Buyer.  The Buyer




<PAGE>


                                                                              17




agrees to indemnify  and hold  harmless the Seller and the  Guarantors  from any
Claim or demand for commission or other  compensation  by any Broker claiming to
have been  employed by or on behalf of the Buyer,  and to bear the cost of legal
expenses incurred in defending against any such claim.

                           7.6.     Related Parties.  The Seller shall, prior to
the  Closing,  pay or cause to be paid to the Company  all  amounts  owed to the
Company by the Seller or any of the  Guarantors.  At and as of the Closing,  any
debts of the Company owed to the Seller or to the Guarantor shall be canceled.

                           7.7.     Termination of Agreements.  The Seller
shall,  prior to the Closing,  terminate or cause to be terminated all Contracts
between the Company,  on the one hand, and the Seller or the Guarantors,  on the
other hand, and the Company shall retain no obligations under such Contracts.

                           7.8.     Permit and Warranty Transfers.  The Seller
shall,  at and as of the  Closing,  at its sole  expense,  cause  the  transfer,
reissuance or modification of any Permits to the extent that such is required to
cause the  Permits to remain in full force and effect in the  possession  of the
Company  after the  Closing.  To the extent that any  manufacturers'  warranties
(express or implied)  are still in effect with  respect to the  Airplane  (other
than  warranties  which by  their  terms  are  unassignable  or  which  would be
extinguished by their  assignment),  the Seller agrees to assign such warranties
to the  Company at or prior to the time of the  Closing  and agrees to take such
other  reasonable  steps as will  enable  the Buyer or the  Company  to  process
warranty claims directly with the manufacturer.




<PAGE>


                                                                              18




                           7.9.     Further Assurances.  Each of the parties
shall execute such Documents and take such further  actions as may be reasonably
required or desirable to carry out the  provisions  hereof and the  Contemplated
Transactions.  Each such party  shall use its best  efforts to fulfill or obtain
the fulfillment of the conditions to the Closing set forth in Articles 8 and 9.

                  8.  Conditions  Precedent  to the  Obligation  of the Buyer to
Close.  The  obligation  of the Buyer to enter into and  complete the Closing is
subject,  at the option of the Buyer acting in accordance with the provisions of
Article 13 with respect to termination of this Agreement,  to the fulfillment on
or prior to the Closing  Date of the  following  conditions,  any one or more of
which may be waived by the Buyer:

                           8.1.     Representations and Covenants.  The
representations  and  warranties of the Seller and the  Guarantors  contained in
this Agreement  shall be true and correct on and as of the Closing Date with the
same force and effect as though made on and as of the Closing  Date (unless such
representations  and warranties  relate solely to a specific date, in which case
such  representations  and  warranties  shall  be true  and  correct  as of such
specified date). The Seller shall have performed and complied with all covenants
and  agreements  required by this  Agreement to be performed or complied with by
the Seller on or prior to the Closing Date.  The Seller shall have  delivered to
the Buyer a certificate, dated the date of the Closing and signed by the Seller,
to the foregoing effect.

                           8.2.     Consents and Approvals.  All required
notices to CIT shall have been delivered.





<PAGE>


                                                                              19




                           8.3.     Resignations.  All resignations of the
managers and officers of the Company which have been previously requested by the
Buyer shall have been delivered to the Buyer.

                           8.4.     No Claims.  No Claims shall be pending or,
to the  knowledge  of the Buyer,  the  Company,  or of the Sellers or any of the
Guarantors, threatened, before any Governmental Body to restrain or prohibit, or
to obtain  damages in respect  of, this  Agreement  or the  consummation  of the
Contemplated Transactions.

                           8.5.     Termination of Agreements.  The Buyer shall
have received  evidence  satisfactory  to it of the termination of all Contracts
required to be terminated pursuant to Sections 7.6 and 7.7 and of the release of
any obligations under such Contracts of the Company.

                           8.6      Consent of CIT.  The Buyer shall have
received  documents  satisfactory  to its  evidencing  the consent of CIT to the
transfer of the Interests to the Buyer.

                           8.7      Condition of the Airplane.  At the time of
the Closing (i) the Airplane shall be in an airworthy condition with all systems
functioning  in accordance  with any applicable  manufacturers'  specifications;
(ii) the Airplane shall be free of material  corrosion or damage history;  (iii)
the Airplane  shall be current with  respect to its  manufacturer's  recommended
maintenance  program,  with all calendar and hourly inspections  current through
the time of the Closing,  and Buyer shall have  received  satisfactory  evidence
thereof;  and (iv) the Airplane  shall be in compliance  with all  Airworthiness
Directives,  Mandatory  Aircraft  Services  Changes and all  Mandatory  Customer
Bulletins  and  any  other   applicable   regulation  of  the  Federal  Aviation
Administration.





<PAGE>


                                                                              20




                  9.  Conditions  Precedent to the  Obligation of the Seller and
Guarantors to Close.  The  obligation of the Seller and the  Guarantors to enter
into and  complete  the Closing is subject,  at the option of the Seller and the
Guarantors  acting in accordance  with the provisions of Article 13 with respect
to termination of this Agreement,  to the fulfillment on or prior to the Closing
Date of the following conditions,  any one or more of which may be waived by the
Sellers and the Guarantors:

                           9.1.     Representations and Covenants.  The
representations and warranties of the Buyer contained in this Agreement shall be
true and correct on and as of the Closing Date with the same force and effect as
though made on and as of the  Closing  Date  (unless  such  representations  and
warranties relate solely to a specific date, in which case such  representations
and warranties  shall be true and correct as of such specified  date). The Buyer
shall have performed and complied with all covenants and agreements  required by
this Agreement to be performed or complied with by it on or prior to the Closing
Date. The Buyer shall have delivered to the Seller a certificate, dated the date
of the Closing and signed by an officer of the Buyer, to the foregoing effect.

                           9.2.     No Claims.  No Claims shall be pending or,
to the knowledge of the Buyer, the Company, any of the Guarantors or the Seller,
threatened,  before any Governmental Body to restrain or prohibit,  or to obtain
damages in respect of, this Agreement or the  consummation  of the  Contemplated
Transactions.

                           9.3 Releases from CIT. The Seller and the  Guarantors
shall have received evidence  reasonably  satisfactory to them that,  concurrent
with the transfer of the Interests, the Seller and the Guarantors shall be fully
and unconditionally released from any and all obligations with respect to the




<PAGE>


                                                                              21




Company Debt or the Guarantees.

                  10.      Guaranty.

                           10.1     Guaranty.  Each Guarantor hereby irrevocably
and  unconditionally  guarantees,  jointly and severally,  the full and complete
observance  of  all  covenants  of  the  Seller  hereunder,  including,  without
limitation,  the full and punctual  payment of all amounts payable by the Seller
hereunder.

                           10.2     Guaranty Unconditional.  The obligations of
the  Guarantors  hereunder  shall be  unconditional  and absolute  and,  without
limiting the generality of the foregoing,  shall not be released,  discharged or
otherwise affected by:

                                    (a)   any extension, renewal, settlement,
compromise,  waiver or release in respect of any  obligation of the Seller under
this Agreement, by operation of law or otherwise;

                                    (b)   any modification or amendment of or
supplement  to  this  Agreement,  provided  that  any  such  modification  which
increases the obligations of the Guarantors  hereunder shall not be effective as
to the Guarantors without their consent;

                                    (c)   any change in the corporate existence,
structure  or  ownership  of  the  Seller,   or  any   insolvency,   bankruptcy,
reorganization or other similar proceeding affecting the Seller or its assets or
any resulting  release or discharge of any obligation of the Seller contained in
this Agreement;

                                    (d)   the existence of any claim, set-off
or other  rights which the  Guarantors  may have at any time against the Seller,
the Company, the Buyer or any other person, whether in connection with this




<PAGE>


                                                                              22




Agreement or any  unrelated  transactions,  provided  that nothing  herein shall
prevent  the  assertion  of any  such  claim  by  separate  suit  or  compulsory
counterclaim;

                                    (e)   any invalidity or unenforceability
relating  to or against  the Seller  for any  reason of this  Agreement,  or any
provision of applicable law or regulation;

                                    (f)   any other act or omission to act or
delay of any kind by the  Seller or any other  person or any other  circumstance
whatsoever  which might,  but for the  provisions of this section,  constitute a
legal or  equitable  discharge  of or  defense  to the  Guarantors'  obligations
hereunder.

                           10.3     Discharge; Reinstatement.  The Guarantors'
obligations   hereunder  shall  remain  in  full  force  and  effect  until  all
obligations  of the Seller under this  Agreement  shall have  terminated and all
amounts, if any, payable by the Seller under this Agreement shall have been paid
in full.  If at any time any payment of any amount  payable by the Seller  under
this  Agreement is rescinded or must be otherwise  restored or returned upon the
insolvency,  bankruptcy  or  reorganization  of the  Seller  or  otherwise,  the
Guarantors'  obligations  hereunder  with  respect  to  such  payment  shall  be
reinstated as though such payment had been due but not made at such time.

                           10.4     Waiver by the Guarantors.  The Guarantors
irrevocably waive acceptance hereof, presentment, demand, protest and any notice
provided for herein,  as well as any requirement  that at any time any action be
taken by any person against the Seller or any other person.

                  11. Survival of  Representations  and Warranties of the Seller
and  Guarantors  After  Closing.  Notwithstanding  any  right  of the  Buyer  to
investigate fully the affairs of the Company and  notwithstanding  any knowledge
of facts determined or determinable by the Buyer pursuant to such investigation




<PAGE>


                                                                              23




or right of  investigation,  the  Buyer  has the  right to rely  fully  upon the
representations,  warranties,  covenants  and  agreements  of the Seller and the
Guarantors contained in this Agreement or in any documents delivered pursuant to
this Agreement. All such representations,  warranties,  covenants and agreements
shall  survive the  execution  and  delivery of this  Agreement  and the Closing
hereunder. Except for those representations and warranties in Sections 3.4, 3.5,
4.1,  5.1 and 7.5 all of which  representations  and  warranties  shall  survive
without limitation), all representations and warranties of the Sellers contained
in this Agreement shall terminate and expire two years after the Closing Date.

                  12.      General Indemnification.

                           12.1.    Obligation of the Seller and the Guarantors
to Indemnify.

                                    (a)     Subject to the limitations contained
in Article 11, the Seller  agrees to  indemnify,  defend and hold  harmless  the
Buyer  (and its  directors,  officers,  employees,  affiliates,  successors  and
assigns)   from  and   against  all  Claims,   losses,   liabilities,   damages,
deficiencies,  judgments,  assessments,  fines,  settlements,  costs or expenses
(including   interest,   penalties  and  fees,  expenses  and  disbursements  of
attorneys,  experts, personnel and consultants incurred by the indemnified party
in any action or proceeding  between the indemnifying  party and the indemnified
party or  between  the  indemnified  party and any third  party,  or  otherwise)
("Losses") based upon,  arising out of or otherwise in respect of any inaccuracy
in or any breach of any representation,  warranty,  covenant or agreement of the
Seller  contained in this Agreement or in any Documents  delivered by the Seller
pursuant to this Agreement.





<PAGE>


                                                                              24




                                    (b)     Each Guarantor, (i) severally and
not jointly,  agrees to  indemnify,  defend and hold harmless the Buyer (and its
directors,  employees,  officers,  affiliates,  successors and assigns) from and
against all Losses  based upon,  arising out of or  otherwise  in respect of any
inaccuracy in or any breach of any  representation or warranty of such Guarantor
contained in Article 5; and (ii),  jointly and  severally,  agrees to indemnify,
defend and hold  harmless  the Buyer (and its  directors,  employees,  officers,
affiliates,  successors  and  assigns)  from and against all Losses  based upon,
arising  out of or  otherwise  in  respect  of any  breach  of any  covenant  or
agreement of such Guarantor contained in Article 10.

                           12.2.    Obligation of the Buyer to Indemnify.  The
Buyer agrees to indemnify,  defend and hold harmless the Seller from and against
all Losses based upon,  arising out of or otherwise in respect of any inaccuracy
in or any breach of any representation,  warranty,  covenant or agreement of the
Buyer  contained in this  Agreement or in any  documents  delivered by the Buyer
pursuant to this Agreement.

                           12.3.    Notice and Opportunity to Defend.

                                    (a)     Notice of Asserted Liability.  The
party making a claim under this  Article 12 is referred to as the  "Indemnitee,"
and the party  against  whom such claims are  asserted  under this Article 12 is
referred to as the "Indemnifying Party." All claims by any Indemnitee under this
Article 12 shall be asserted and resolved as follows:  Promptly after receipt by
the Indemnitee of notice of any Claim or circumstances  which, with the lapse of
time,  would or might give rise to a Claim or the  commencement  (or  threatened
commencement) of a Claim including any action,  proceeding or investigation  (an
"Asserted Liability") that may result in a Loss, the Indemnitee shall give




<PAGE>


                                                                              25




notice  thereof  (the "Claims  Notice") to the  Indemnifying  Party.  The Claims
Notice shall  describe the Asserted  Liability in reasonable  detail,  and shall
indicate the amount (estimated,  if necessary and to the extent feasible) of the
Loss that has been or may be suffered by the Indemnitee.

                                    (b)     Opportunity to Defend.  The
Indemnifying  Party may elect to compromise or defend, at its own expense and by
its own counsel,  any Asserted  Liability.  If the Indemnifying  Party elects to
compromise  or  defend  such  Asserted  Liability,  it shall  within 30 days (or
sooner,  if the  nature  of the  Asserted  Liability  so  requires)  notify  the
Indemnitee of its intent to do so, and the Indemnitee  shall  cooperate,  at the
expense of the  Indemnifying  Party,  in the compromise of, or defense  against,
such Asserted  Liability.  If the Indemnifying Party elects not to compromise or
defend the Asserted Liability, fails to notify the Indemnitee of its election as
herein  provided or contests its obligation to indemnify  under this  Agreement,
the  Indemnitee  may  pay,   compromise  or  defend  such  Asserted   Liability.
Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee
may settle or compromise any Asserted Liability over the objection of the other;
provided, however, consent to settlement or compromise shall not be unreasonably
withheld.   In  any  event,  the  Indemnitee  and  the  Indemnifying  Party  may
participate, at their own expense, in the defense of such Asserted Liability. If
the Indemnifying Party chooses to defend any Asserted Liability,  the Indemnitee
shall make  available  to the  Indemnifying  Party any  books,  records or other
documents within its control that are necessary or appropriate for such defense.




<PAGE>


                                                                              26




                  13.      Termination of Agreement.

                           13.1.    Termination.  This Agreement may be
terminated prior to the Closing as follows:

                                    (a)     at the election of the Seller if any
one or more of the conditions to the obligation of the Seller to close set forth
in Article 9 has not been fulfilled as of the scheduled Closing Date;

                                    (b)     at the election of the Buyer, if any
one or more of the  conditions to the obligation of the Buyer to close set forth
in Article 8 has not been fulfilled as of the scheduled Closing Date;

                                    (c)     at the election of the Seller or the
Buyer,  if any legal  proceeding is commenced or threatened by any  Governmental
Body  seeking  to  prevent  the   consummation  of  the  Closing  or  any  other
Contemplated  Transaction  and the  Seller  or the  Buyer,  as the  case may be,
reasonably and in good faith deems it impracticable or inadvisable to proceed in
view of such legal proceeding;

                                    (d)     at the election of the Seller if the
Buyer has breached any material representation,  warranty, covenant or agreement
contained  in this  Agreement,  which  breach  cannot  be or is not cured by the
Closing Date;

                                    (e)     at the election of the Buyer, if the
Seller or the Guarantors  have breached any material  representation,  warranty,
covenant or agreement contained in this Agreement,  which breach cannot be or is
not cured by the Closing Date; or





<PAGE>


                                                                              27




                                    (f)     at any time on or prior to the
Closing Date, by mutual written consent of the Seller and the Buyer.

                  If this Agreement so terminates, it shall become null and void
and have no further force or effect, except as provided in Section 13.2.

                           13.2.    Survival After Termination.  If this
Agreement terminates pursuant to Section 13.1 and the Contemplated  Transactions
are not  consummated,  this  Agreement  shall  become  null and void and have no
further  force or  effect,  except  that any such  termination  shall be without
prejudice  to the rights of any party on account of the  nonsatisfaction  of the
conditions  set forth in  Articles 8 and 9  resulting  from the  intentional  or
willful breach or violation of the representa  tions,  warranties,  covenants or
agreements of another party under this  Agreement.  Notwithstanding  anything in
this Agreement to the contrary, Sections 7.3, 7.4 and 7.5, this Section 13.2 and
Articles 10 and 14 shall survive any termination of this Agreement.

                  14.      Miscellaneous.

                           14.1.    Certain Definitions.

                                    (a)     As used in this Agreement, the
following terms have the following meanings:

         "affiliate"  means,  with  respect  to any  person,  any  other  person
controlling, controlled by or under common control with, or the parents, spouse,
lineal descendants or beneficiaries of, such person.

         "Airplane"  means the Boeing  727,  Serial  number  21948,  Tail number
N31TR, owned by the Company.




<PAGE>


                                                                              28




         "person"  means  any  individual,  corporation,   partnership,  limited
liability company, firm, joint venture, association, joint-stock company, trust,
unincorporated organization, Governmental Body or other entity.

          "property" or "properties" means real, personal or mixed property,
tangible or intangible.

                                    (b)     The following capitalized terms are
defined in the following Sections of this Agreement:

          Term                                 Section
          ----                                 -------
          Asserted Liability                   12.3(a)
          Broker                               7.5
          Buyer                                Preamble
          Claims                               3.8
          Claims Notice                        12.3(a)
          Closing                              1.1
          Closing Date                         2
          Company                              Preamble
          Company Debt                         Preamble
          Condition of the Company             3.3
          Contemplated Transactions            3.9(k)
          Contracts                            3.7
          Documents                            3.15
          Governmental Bodies                  3.6
          Guarantees                           Preamble
          Guarantors                           Preamble
          Indemnifying Party                   12.3(a)
          Indemnitee                           12.3(a)
          Interests                            Preamble
          Laws                                 3.6
          Leased Real Property                 3.10(b)
          Losses                               12.1(a)
          Orders                               3.6
          Permits                              3.6
          Proposed Contracts                   3.9(a)
          Purchase Price                       1.1
          Real Property Leases                 3.10(a)
          Representatives                      7.2
          Seller                               Preamble

                           14.2. Consent to Jurisdiction and Service of Process.
Any Claim  arising  out of or  relating to this  Agreement  or the  Contemplated
Transactions may be instituted in any Federal court of the Southern  District of
New York or any state court located in New York County,  State of New York,  and
each party agrees not to assert, by way of motion, as a defense or otherwise, in
any such Claim, any Claim that it is not subject  personally to the jurisdiction
of such  court,  that the Claim is brought in an  inconvenient  forum,  that the
venue of the Claim is improper  or that this  Agreement,  or the subject  matter
hereof may not be enforced in or by such court.  Each party further  irrevocably
submits to the jurisdiction of such court in any such Claim. Any and all service
of process and any other notice in any such Claim shall be effective against any
party if given  personally or by registered or certified  mail,  return  receipt
requested, or by any other means of mail that requires a signed receipt, postage
prepaid, mailed to such party as herein provided. Nothing herein contained shall
be deemed  to affect  the  right of any  party to serve  process  in any  manner
permitted by law or to commence legal  proceedings or otherwise  proceed against
any other party in any other jurisdiction.

                           14.3.    Notices.  Any notice or other communication
required  or  permitted  hereunder  shall be in writing  and shall be  delivered
personally,  sent by facsimile transmission or sent by certified,  registered or
express  mail,  postage  prepaid.  Any such notice shall be deemed given when so
delivered personally, or sent by facsimile transmission or, if mailed, five days
after the date of deposit in the United States mails, as follows:




<PAGE>


                                                                              29




                            (i)     if to the Seller, to:

                                    Triangle Aircraft Services Corporation
                                    85 Towers Road
                                    White Plains, New York 10604
                                    Attention: Chairman
                                    Telephone: (212) 451-3000
                                    Facsimile: (212) 451-3023

                                    with a copy to:

                                    Paul, Weiss, Rifkind, Wharton & Garrison
                                    1285 Avenue of the Americas
                                    New York, New York 10019-6064
                                    Attention: Neale M. Albert, Esq.
                                    Telephone: (212) 373-3341
                                    Facsimile: (212) 757-3990

                             (ii) if to the Buyer:

                                    Triarc Companies, Inc.
                                    280 Park Avenue
                                    New York, NY 10017
                                    Attention: Brian L. Schorr, Esq.
                                    Executive Vice President and General Counsel
                                    Telephone: (212) 451-3045
                                    Facsimile: (212) 451-3216

Any party may by  notice  given in  accordance  with this  Section  to the other
parties designate another address or person for receipt of notices hereunder.

                           14.4.    Entire Agreement.  This Agreement and any
collateral  agreements  executed  in  connection  with the  consummation  of the
Contemplated  Transactions  contain the entire  agreement among the parties with
respect to the purchase of the Interests and  supersedes  all prior  agreements,
written or oral, with respect thereto.




<PAGE>


                                                                              30




                           14.5.    Waivers and Amendments; Non-Contractual
Remedies;  Preservation of Remedies. This Agreement may be amended,  superseded,
canceled,  renewed or extended,  and the terms  hereof may be waived,  only by a
written instrument signed by the Buyer, the Seller and the Guarantors or, in the
case of a waiver, by the party waiving  compliance.  No delay on the part of any
party in exercising any right,  power or privilege  hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any such right,
power or privilege,  nor any single or partial exercise of any such right, power
or privilege, preclude any further exercise thereof or the exercise of any other
such right,  power or  privilege.  The rights and remedies  herein  provided are
cumulative  and are not  exclusive of any rights or remedies  that any party may
otherwise  have at law or in equity.  The rights and remedies of any party based
upon,  arising out of or otherwise in respect of any  inaccuracy in or breach of
any representation,  warranty, covenant or agreement contained in this Agreement
or any documents delivered pursuant to this Agreement shall in no way be limited
by the fact that the act,  omission,  occurrence  or other  state of facts  upon
which  any  claim of any such  inaccuracy  or  breach  is based  may also be the
subject  matter of any other  representation,  warranty,  covenant or  agreement
contained  in  this  Agreement  or any  documents  delivered  pursuant  to  this
Agreement (or in any other  agreement  between the parties) as to which there is
no inaccuracy or breach.

                           14.6.    Governing Law.  This Agreement shall be
governed  and  construed  in  accordance  with the laws of the State of New York
applicable to agreements made and to be performed entirely within such State.





<PAGE>


                                                                              31




                           14.7.    Binding Effect; Assignment.  This Agreement
shall be  binding  upon and  inure  to the  benefit  of the  parties  and  their
respective  successors  and  legal   representatives.   This  Agreement  is  not
assignable  except by  operation  of law,  except  that the Buyer may assign its
rights  hereunder  to  any  of  its  affiliates,  to  any  successor  to  all or
substantially  all of its  business or assets or to any bank or other  financial
institution that may provide  financing to it for the Contemplated  Transactions
or otherwise.

                           14.8.    Usage.  All pronouns and any variations
thereof refer to the masculine,  feminine or neuter,  singular or plural, as the
context may require.  All terms defined in this  Agreement in their  singular or
plural  forms have  correlative  meanings  when used  herein in their  plural or
singular forms,  respectively.  Unless otherwise expressly  provided,  the words
"include,"  "includes" and "including" do not limit the preceding words or terms
and shall be deemed to be followed by the words "without limitation."

                           14.9.    Counterparts.  This Agreement may be
executed by the parties hereto in separate  counterparts,  each of which when so
executed and delivered  shall be an original,  but all such  counterparts  shall
together constitute one and the same instrument. Each counterpart may consist of
a number of copies  hereof each signed by less than all, but together  signed by
all of the parties hereto.

                           14.10.   Schedules.  The Schedules hereto are a part
of this  Agreement  as if fully  set forth  herein  and all  references  to this
Agreement  shall be deemed to include the Schedules.  All  references  herein to
Sections  and  Schedules  shall  be  deemed  references  to such  parts  of this
Agreement, unless the context shall otherwise require.




<PAGE>


                                                                              32




                           14.11.   Headings.  The headings in this Agreement
are for  reference  only,  and  shall  not  affect  the  interpretation  of this
Agreement.

                           14.12.   Interpretation.  The parties acknowledge and
agree that: (i) each party and its counsel reviewed and negotiated the terms and
provisions of this Agreement and have contributed to its revision; (ii) the rule
of  construction  to the effect that any  ambiguities  are resolved  against the
drafting party shall not be employed in the  interpretation  of this  Agreement;
and (iii) the terms and provisions of this Agreement  shall be construed  fairly
as to all parties  hereto,  regardless of which party was generally  responsible
for the preparation of this Agreement.

                           14.13.   Severability of Provisions.  If any
provision  or any  portion  of any  provision  of this  Agreement  shall be held
invalid  or  unenforceable,  the  remaining  portion of such  provision  and the
remaining  provisions of this Agreement  shall not be affected  thereby.  If the
application  of any provision or any portion of any provision of this  Agreement
to any  person or  circumstance  shall be held  invalid  or  unenforceable,  the
application  of such  provision  or  portion  of such  provision  to  persons or
circumstances  other than those as to which it is held invalid or  unenforceable
shall not be affected thereby.





<PAGE>


                                                                              33




                           IN WITNESS WHEREOF, the parties have executed this
Agreement on the date first above written.


                                         TRIARC COMPANIES, INC.


                                         By: JOHN L. BARNES, JR.
                                             ----------------------------
                                             Name: John L. Barnes, Jr.
                                             Title: Executive Vice President


                                         TRIANGLE AIRCRAFT
                                         SERVICES CORPORATION:

                                         By: PETER W. MAY
                                             ----------------------------
                                             Name: Peter W. May
                                             Title: President


                                         NELSON PELTZ
                                         --------------------------------
                                         Nelson Peltz



                                         PETER W. MAY
                                         --------------------------------
                                         Peter W. May







<PAGE>


                                                                              34



                            LIST OF OMITTED SCHEDULES


SCHEDULES

         Schedule 3.3   -   Qualification Jurisdictions
         Schedule 3.9  -   Contracts
         Schedule 3.10(b)  -   Real Property Leases
         Schedule 3.13  -   Insurance
         Schedule 3.14  -   Transfer of Airplane

The  Registrant  hereby agrees to furnish  supplementally  a copy of any omitted
schedule to the Securities and Exchange Commission upon its request.




<PAGE>