EXHIBIT 10.01



                   AIRCRAFT PURCHASE AGREEMENT

     This Aircraft Purchase Agreement, made and executed this 1st
day  of  June,  1998, by and between N & MD Investment  Corp.,  a
Delaware corporation, with offices at One Rodney Square, P.O. Box
551,  Wilmington, Delaware 19899; (hereinafter "SELLER") and  Rio
Leasing,  Inc., a Nevada corporation, with offices at  3700  West
Flamingo Road, Las Vegas, Nevada 89103; (hereinafter "BUYER").

     IN  CONSIDERATION of the mutual covenants contained  herein,
the parties hereto agree as follows:

                            ARTICLE I
                      SALE OF USED AIRCRAFT

     Subject  to  the  terms  and conditions  set  forth  herein,
Seller hereby agrees to sell and deliver, and Buyer hereby agrees
to  buy  and  accept,  that certain used  1993  Gulfstream  IV-SP
aircraft, bearing manufacturer's serial number 1217 together with
it engines, systems and equipment, listed on Exhibit "A" attached
hereto (hereinafter the "AIRCRAFT"). Seller shall retain the  FAA
Registration  Number  N711MC  and  Seller  shall  pay  all  costs
incurred to change the FAA Registration Number and to remove  the
existing Number from the Aircraft and replace it with the new FAA
Registration Number.

                           ARTICLE II
              DELIVERY, INSPECTION, AND ACCEPTANCE

     2.1  The  Aircraft  shall be ready  for  delivery  to  Buyer
within sixty (60) days of January 31, 2000.
     
     2.2  Before  the  end of the period of Article  2.1,  Seller
shall  give  Buyer  reasonable notice of the date  on  which  the
Aircraft will be ready for Buyer's inspection and/or flight  test
and  delivery to Buyer (the "Readiness Date") in accordance  with
this  Agreement.  Buyer,  at  its expense,  shall  commence  that
inspection  and/or  flight  test within  ten  (10)  days  of  the
Readiness  Date,  such ten (10) day period  being  the  "Delivery
Period". If no Aircraft defect or discrepancy is revealed by that
inspection and/or flight test, Buyer shall accept delivery of the
Aircraft  on  or before the last day of the Delivery Period  (the
time  of  the  acceptance of delivery of the Aircraft  being  the
"Delivery   Date").  Two  (2)  representatives   of   Buyer   may
participate in the foregoing inspection and/or flight test.  Such
flight test shall not exceed four (4) hours duration.

     2.3  Any  aircraft defect or discrepancy revealed by Buyer's
inspection and/or flight test referred to in Article 2.2 shall be
corrected by Seller before the delivery of the Aircraft to  Buyer
which, in the case of this Article 2.3, may occur during or after
the  Delivery  Period depending on the nature of  the  defect  or
discrepancy  and  time required for correction.  Such  correction
shall be made at no cost to Buyer. If such correction requires an
additional flight test it will be conducted according to  Article
2.2.  When this Article 2.3 applies, Buyer shall accept  delivery
of  the  Aircraft within three (3) days after the Aircraft defect
or discrepancy has been corrected.

     2.4  If  Buyer  does  not accept delivery  of  the  Aircraft
according  to Article 2.2 or 2.3, as applicable, Buyer  shall  be
deemed  to be in default of the terms of this Agreement  and  (i)
the  unpaid balance of the Purchase Price (as defined in  Article
4.1)  shall immediately become due and payable, (ii) the Aircraft
shall thereafter be provided with suitable outside storage at the
expense  of  Buyer, and (iii) all risk of loss or damage  to  the
Aircraft  shall pass to and be borne by Buyer. Should  Buyer  not
accept delivery of the Aircraft within thirty (30) days after the
date for delivery as established according to Article 2.2 or 2.3,
as  applicable, Seller, at its election and upon giving ten  (10)
days  written  notice to Buyer, may terminate this  Agreement  in
accordance with Article 9.1.

     2.5  Buyer,  by its acceptance of the Aircraft  at  Delivery
Date  and signature of a receipt for the Aircraft in the form  of
Exhibit "B" attached hereto, shall be deemed to have examined the
Aircraft and found it in conformity with the provisions  of  this
Agreement.

                           ARTICLE III
                          RISK OF LOSS

     Risk  of  loss, damage or destruction to the aircraft  shall
pass  from Seller to Buyer upon Buyer's execution of the Delivery
Receipt. In the event of the loss, destruction or damage  of  the
Aircraft  prior to the Delivery Date, Buyer shall have the  right
to terminate this agreement. In the event of termination, Buyer's
rights  shall  be  governed by Article 9.3.  Buyer  shall  notify
Seller  of its decision within fifteen (15) days from receipt  by
Buyer  of written notice from Seller of the loss, destruction  or
damage of the Aircraft.

                           ARTICLE IV
               PURCHASE PRICE AND PAYMENT SCHEDULE

     4.1  The  purchase  price of the Aircraft  is  Twenty  Seven
Million  and  no/100ths Dollars (US$27,000,000.00). The  purchase
price  of  the  Aircraft  shall be  decreased  One  Thousand  and
no/100ths  Dollars (US$1,000.00) for each flight hour  logged  on
the  Aircraft as of the Readiness Date in excess of Two  Thousand
Five  Hundred  (2,500) hours. (The purchase  price,  net  of  any
adjustment required herein, is hereinafter the "PURCHASE PRICE").

     4.2  The Purchase Price shall be paid by Buyer in accordance
with the following schedule:

          AMOUNT                     TIMING
          ------                     ------      
          U.S.$1,000,000.00          "Deposit"  due ninety  (90)
                                     days  after  execution   of
                                     this Agreement.
          Balance  of  Purchase      Upon  Closing and  Delivery
          Price                      of Aircraft

     4.3  The Closing transaction will go through Aero Records  &
Title  Co.,  3300 South Lakeside Drive, Oklahoma  City,  Oklahoma
73179,  Attention: Mike Goble ("ESCROW AGENT")  with  Seller  and
Buyer   paying   all   escrow  fees.   Seller   shall   pay   all
filing/recording  fees  for the Bill  of  Sale  and  Registration
Application and the release of any liens. Buyer shall furnish all
funds by wire transfer to the account of Escrow Agent pursuant to
the  wiring  instructions attached hereto as  Exhibit  C.  Seller
shall execute the Bill of Sale and deliver it to Escrow Agent  on
or  before  the Delivery Date. On the Delivery Date, Buyer  shall
wire transfer the balance of the Purchase Price, and its share of
the  escrow fees, to the account of Escrow Agent and Seller shall
direct the Escrow Agent to file the Bill of Sale with the FAA.

     4.4  Seller and Buyer agree that the Deposit shall  be  held
as  security  for Buyer's performance under this  Agreement.  The
Deposit  shall be deposited in an interest bearing  account  with
Escrow  Agent with interest accruing to the benefit of  Buyer  so
long  as  Buyer is not in default of this Agreement. The  Deposit
shall  be  disbursed  to  Seller  after  Seller  has  signed  and
delivered to Escrow Agent all documents and instruments that must
be  signed  by  Seller to complete the sale of  the  Aircraft  to
Buyer.

                            ARTICLE V
                              TAXES

     5.1  Seller  warrants  that  there  are  no  outstanding  or
delinquent taxes attributable to the Aircraft as of the  date  of
Delivery  except  as  specifically stated herein.  This  warranty
shall survive Delivery and acceptance of the Aircraft by Buyer.

     5.2   Buyer hereby agrees to pay the sales, use, or  similar
taxes or assessments and duties or fees, which may be imposed  by
any   taxing   authority  in  connection   with   the   delivery,
registration  or its ownership of the Aircraft, but  specifically
excluding any capital gains, income, personal property  or  other
similar taxes which may be assessed against Seller.

                           ARTICLE VI
                        LIMITED WARRANTY

     6.1  The  Aircraft  is being sold on an "AS-IS"  basis,  and
there  are  no warranties which extend beyond the description  of
the  Aircraft  except as set forth herein. Seller  disclaims  all
expressed or implied warranties or representation of any kind  or
nature  whatsoever including merchantability and  fitness  except
that  Seller warrants that the Aircraft will be delivered in good
working  order  and  repair  and  have  a  valid  Certificate  of
Airworthiness issued by the FAA with the required  Bill  of  Sale
and  other  title  document  free and  clear  of  all  liens  and
encumbrances. The documents conveying the Aircraft shall  be  the
usual  U.S. Government AC Form No. 8050-2 (Bill of Sale),  and  a
warranty  Bill  of  Sale defending title  to  the  Aircraft,  and
attached  hereto as Exhibit D. Both Bills of Sale shall  be  duly
executed  and acknowledged by Seller to Buyer so as to convey  to
the  Buyer all of the Seller's right, title and interest  in  the
Aircraft.  The Bills of Sale shall be accompanied, if applicable,
by  properly  executed  release of  lien  and  lease  termination
documents acceptable to the U.S. Federal Aviation Administration.

     6.2  Seller  shall  deliver to Buyer good  and  merchantable
title  to  the Aircraft and shall convey such to Buyer  free  and
clear  of  all  liens, claims and encumbrances, at  the  time  of
Delivery. This warranty shall survive Delivery and acceptance  of
the Aircraft by Buyer.

     6.3  Seller  agrees to indemnify, reimburse and hold  Buyer,
and  its respective successors, assigns, shareholders, directors,
representatives,  employees, agents  and  servants  (collectively
"INDEMNITEES")   harmless   from   any   and   all   liabilities,
obligations,  damages,  injuries,  penalties,  claims,   demands,
actions,  suits,  judgment, and any and all  costs,  expenses  or
disbursements   (including   reasonable   attorney's   fees   and
expenses)(collectively "EXPENSES") of whatsoever kind and  nature
imposed  on,  asserted  against  or  incurred  by  any   of   the
Indemnitees  in  any  way  relating to  or  arising  out  of  the
ownership  of the Aircraft by Seller, its respective predecessors
or   agents  (including,  without  limitation,  latent  or  other
defects,   whether  or  not  discoverable);  provided   that   no
Indemnitee shall be indemnified for Expenses to the extent caused
by the gross negligence or willful misconduct of such Indemnitee.
Seller  agrees  upon  written notice by  any  Indemnitee  of  the
assertion  of  such  a  liability,  obligation,  damage,  injury,
penalty, claim, demand, action, suit or judgment, Seller shall at
the request of such Indemnitee assume full responsibility for the
defense thereof.

                           ARTICLE VII
                 REPRESENTATIONS AND WARRANTIES

     7.1  Seller  hereby  represents and  warrants  to  Buyer  as
follows,  which representations and warranties shall survive  the
Delivery Date:

     a.   On  the  Delivery Date, the Aircraft will  be  in  good
working  order  and  repair  and  have  a  valid  Certificate  of
Airworthiness issued by the FAA with all Airworthiness Directives
and inspections current;

     b.   On  the  Delivery  Date, the Aircraft  will  have  been
inspected  and maintained within the preceding twelve (12)  month
period  in accordance with the provision of FAR Part 91 with  all
applicable requirements for maintenance and inspection thereunder
complied with;

     c.   All log books, maintenance records and other records to
be delivered to Buyer are true and correct and the numbers on the
Hobbs meter of the Aircraft are true and accurate;

     d.      All    existing   service   agreement,   maintenance
subscriptions and existing manufacturer warranties pertaining  to
the  Aircraft  listed or described on Exhibit E are  binding,  in
full  force  and  effect and will be paid through and  up-to-date
through the Delivery Date.

     e.   Seller  has good and marketable title to  the  Aircraft
and  on  the Delivery Date, Seller will convey to Buyer good  and
marketable  title to the Aircraft free and clear of any  and  all
leases, liens, claims, rights to purchase and encumbrances;

     f.   Seller  is duly and validly organized and  existing  in
good standing under the laws of the State of Delaware. Seller has
the  power,  authority  and legal capacity  to  enter  into  this
Agreement  and  to carry out the transaction contemplated  hereby
without  consent from any other party. The execution and delivery
of   this  Agreement  by  Seller  and  the  performance  of   its
obligations hereunder have been duly authorized by all  necessary
action  and do not violate or conflict with (i) any provision  of
any  of its Certificate of Incorporation/Organization or By-Laws;
(ii)  any  law  or any order, writ, injunction, decree,  rule  or
regulation  of  any  court, administrative agency  or  any  other
governmental authority; or (iii) contravene, result in a material
breach  or  termination  of or constitute  a  default  under  any
provision of any agreement to which Seller is a party or  by  the
Aircraft  is  bound; and (iv) will not result in the creation  of
any lien, restriction or encumbrance of the Aircraft. There is no
action,  suit or proceeding pending or threatened against  Seller
before  any  court,  administrative agency or other  governmental
authority which brings into question the validity of, or might in
any  way  impair, the execution, delivery or performance  by  the
Seller   of  this  Agreement.  Seller  is  not  subject  to   any
restriction  or agreement which, with or without  the  giving  of
notice,  the  passage  of time, or both, prohibits  or  would  be
violated  by  the  execution, delivery and consummation  of  this
Agreement and the transaction contemplated herein;

     g.   This  Agreement constitutes a legally valid and binding
obligation of Seller, enforceable according to its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium  and  similar  laws affecting  the  enforceability  of
contractual  obligations and creditors' rights generally  and  by
the  applicable  of equitable principles or courts  of  competent
jurisdiction, sitting at law or in equity.

     h.   On the Delivery Date, no representation or warranty  of
Seller will contain any untrue statement of material fact or omit
a material fact necessary to make the statements contained herein
not misleading. To the best knowledge of Seller, there is no fact
which  Seller  has  not  disclosed  in  writing  to  Buyer  which
materially adversely affects, or may materially adversely  affect
the Seller or the Aircraft.

     i.    There   are  no  actions,  suits,  claims  or   legal,
administrative, arbitration or other proceedings or  governmental
investigations   or  examinations  pending   or   threatened   or
injunctions  or  order  entered, pending  or  threatened  against
Seller  or its business, property or assets, at law or in equity,
before  or by any federal, state, municipal or other governmental
department,   court,  commission,  board,   bureau,   agency   or
instrumentality, domestic or foreign, to restrain or prohibit the
consummation of the transactions contemplated hereby or to obtain
damages  which if decided would adversely affect the  ability  of
Seller  to  consummate  the transactions  provided  for  in  this
Agreement.

     7.2  Buyer  hereby  represents and  warrants  to  Seller  as
follows,  which representations and warranties shall survive  the
Delivery Date:

     a.    Buyer  is  duly and validly organized and existing  in
good  standing under the laws of the State of Nevada.  Buyer  has
the  power,  authority  and legal capacity  to  enter  into  this
Agreement  and  to carry out the transaction contemplated  hereby
without  consent from any other party. The execution and delivery
of this Agreement by Buyer and the performance of its obligations
hereunder  have been duly authorized by all necessary action  and
do  not violate or conflict with (i) any provision of any of  its
certificate  of incorporation/organization or by-laws;  (ii)  any
law or any order, writ injunction, decree, rule or regulation  of
any  court,  administrative  agency  or  any  other  governmental
authority;  or (iii) contravene, result in a material  breach  or
termination of or constitute a default under any provision of any
agreement to which Buyer is a party. Buyer is not subject to  any
restriction  or agreement which, with or without  the  giving  of
notice,  the  passage  of time, or both, prohibits  or  would  be
violated  by  the  execution, delivery and consummation  of  this
Agreement and the transaction contemplated herein;

     b.   This  Agreement constitutes a legally valid and binding
obligation of Buyer, enforceable according to its terms,  subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium  and  similar  laws affecting  the  enforceability  of
contractual  obligations and creditors' rights generally  and  by
the  application of equitable principles by courts  of  competent
jurisdiction, sitting at law or in equity.

     c.   On the Delivery Date, no representation or warranty  of
Buyer  contained  herein  will contain any  untrue  statement  of
material  fact  or  omit a material fact necessary  to  make  the
statements  contained  herein  not  misleading.  Buyer  makes  no
representation or warranty of any kind, express or implied, other
than those contained in this Agreement.

                          ARTICLE VIII
                        EXCUSABLE DELAYS

     Seller  and  Buyer shall be excused from, and shall  not  be
liable  in  any  manner for, any delay or failure in  performance
under this Agreement if occasioned by cause or causes beyond  its
control  and  fault  including, but not necessarily  limited  to,
vendor  delays,  acts of God or the public enemy,  weather,  war,
insurrection,  riots,  hostilities, acts of government,  strikes,
explosions,  or  serious  accidents, governmental  priorities  or
allocations,  or  any other cause beyond such party's  reasonable
control. Either party agrees to notify the other promptly of  the
occurrence  of  any  such  cause  and  carry  out  this  Purchase
Agreement  as  promptly  as  practicable  after  such  cause   is
terminated. In the event Seller cannot deliver the Aircraft until
180  or  more days after the occurrence and notification of  such
delay,  then  Buyer  shall  have  the  right  to  terminate  this
Agreement  as  provided in Article 9.3, upon  written  notice  to
Seller, with no further obligations.

                           ARTICLE IX
                           TERMINATION

     9.1  a.    This  Agreement  may  be  terminated  before  the
Delivery  Date  by either party by notice of termination  to  the
other party upon the occurrence of any of the following events:

               i)    the other party makes an assignment for  the
benefit  of creditors, or admit in writing its inability  to  pay
its debts;
               ii)   a  receiver or trustee is appointed for  the
other party or for substantially all of such party's assets  and,
if  appointed  without such party's consent, such appointment  is
not discharged or stayed within thirty (30) days;
               iii)   proceedings  under  any  law  relating   to
bankruptcy, insolvency or the reorganization or relief of debtors
are instituted by or against the other party and, if contested by
such  party, are not dismissed or stayed within thirty (30) days;
or
               iv)   any writ of attachment or execution  or  any
similar  process is issued or levied against the other  party  or
any significant part of its property and is not released, stayed,
bonded or vacated within thirty (30) days after it issue or levy.

          b.    In  addition, Seller may terminate this Agreement
before  Delivery Date (i) as provided in Article 2.4  hereof;  or
(ii)  if  Buyer is in default or breach of any material  term  or
condition  of  this Agreement and does not cure such  default  or
breach  promptly  after receipt of notice from Seller  specifying
such default or breach.

          c.    In  addition, Buyer may terminate this  Agreement
before  Delivery Date if Seller is in default or  breach  of  any
material term or condition of this Agreement.

     9.2  In  case  of  termination of this Agreement  by  Seller
pursuant to and in accordance with Article 9.1:

               i)    all rights (including property rights) which
Buyer  may  have or may have had in or to this Agreement  or  the
Aircraft shall be extinguished;
               ii)  all rights (including property rights and the
right  to  sell  the Aircraft to another party)  in  and  to  the
Aircraft  shall  be  vested with Seller free  and  clear  of  any
ownership  or  title rights, prior to claims, liens,  charges  or
encumbrances; and
               iii)  all amounts previously paid to Seller  shall
be  retained by Seller and shall be applied against the costs and
damages incurred by Seller as a result of the termination of this
Agreement.  Buyer hereby acknowledges and recognizes that in  any
event,  such costs and damages will aggregate not less  than  the
amounts previously paid to Seller.

     9.3 Upon termination of this Agreement by Buyer pursuant  to
and  in  accordance with Article 3; Article 8;  or  Article  9.1,
Buyer's  sole  right,  remedy  and recourse  against  Seller  and
Seller's  obligation to Buyer shall be limited to the  following:
Buyer shall be entitled to recover from Seller only those amounts
previously  paid to Seller together with interest  at  the  prime
rate as published by the Bank of America, Nevada.

                            ARTICLE X
                             NOTICES

     10.1Any  notice  required to be given under this  Agreement,
or  by any applicable provision of law, shall be made by telecopy
and  followed  by  certified  mail addressed  by  the  respective
parties as set forth in the initial cause of this Agreement.

     10.2  All  notices shall be deemed given as of the  date  of
sending of the certified mail.

                           ARTICLE XI
                   MODIFICATION AND ASSIGNMENT

     11.1No  modification,  amendment  or  termination  of   this
Agreement  shall be effective unless it is in writing and  signed
by the party to be bound or its authorized representative.

     11.2 The obligations of the parties under this Agreement may
not be delegated in whole or in part.

     11.3  The  headings  contained in  this  Agreement  are  for
reference  purposes  only and shall not affect  in  any  way  the
meaning or interpretation of this Agreement.

                           ARTICLE XII
                         APPLICABLE LAW

     The  laws  of  the  State  of  Delaware  shall  govern  this
Agreement.  In the event of any dispute or claim arising  out  of
this  Agreement, the parties hereby agree that any  legal  action
may  be  litigated  in courts having situs within  the  State  of
Delaware.  The  parties hereby consent and  submit  to  the  non-
exclusive  jurisdiction  of any local,  state  or  federal  court
located within said State.

                          ARTICLE XIII
                             WAIVER

     13.1  All  rights of the parties hereunder are separate  and
cumulative.

     13.2 No waiver  by  either party of  any  default  hereunder
shall be deemed waiver of any subsequent default.

                           ARTICLE XIV
                        ENTIRE AGREEMENT

     14.1 This Agreement sets forth the entire  contract  between
the   parties   and   supersedes  all   previous   communication,
representation,  or Agreements whether oral or  written,  between
the  parties  with  respect  to the  sale  and  purchase  of  the
Aircraft.

     14.2 Should any  provision  of  the  Agreement  be  void  or
unenforceable, such provision shall be deemed omitted,  and  this
Agreement,  with  such provision omitted, shall  remain  in  full
force and effect.

     14.3 This Agreement  may be executed in multiple  originals,
each  of  which  shall be deemed an original  but  all  of  which
together shall constitute but one and the same instrument.

     14.4 All of  the  exhibits attached hereto are  incorporated
herein  and  made  a  part of this Agreement  by  this  reference
thereto.

     14.5 The parties  hereto represent that in  the  negotiation
and  drafting of this Agreement they have been represented by and
have  relied  upon  the advise of counsel of  their  choice.  The
parties  affirm  that their counsel have both had  a  substantial
role  in the drafting and the negotiation of this Agreement  and,
therefore, this Agreement shall be deemed drafted by all  of  the
parties  hereto and the rule of construction that any ambiguities
are  to  be  resolved  against the drafting party  shall  not  be
employed  in the interpretation of this Agreement or any  exhibit
attached hereto.

                           ARTICLE XV
                             BROKERS

     Neither  Seller  nor  Buyer have employed  or  retained  any
broker,  agent, finder or other party or incurred any  obligation
for brokerage fees, finder's fees or commissions with respect  to
the  transactions  contemplated by this  Agreement  or  otherwise
dealt  with anyone purporting to act in the capacity of a  finder
or  broker  with respect thereto whereby Buyer or Seller  may  be
obligated to pay such a fee or a commission.

                           ARTICLE XVI
                         CONFIDENTIALITY

     In  connection with the Agreement, Seller, Buyer  and  their
agents  agree  that  their  terms  of  this  Agreement  shall  be
maintained in strict confidence and shall not be disclosed to any
prospective third party principal or other interested  person(s),
except  (i)  to assignees or transferees of a party or  to  their
counsel,  accountants, auditors, other agents or  third  parties,
all of whom shall agree to keep the same confidential; (ii) to  a
party's counsel, accountants, auditors or other agents; (iii)  as
may  be  required  by  statue, court or administrative  order  or
decree  or  governmental ruling or regulation in  any  applicable
jurisdiction;  (iv)  to the extent such information  is  publicly
available;  or (v) to the Lessee (as defined hereafter)  and  its
counsel, accountants, auditors and other agents.

                          ARTICLE XVII
                          1031 EXCHANGE

     Buyer is aware that Seller is to perform a 1031 tax-deferred
exchange.  Buyer  agrees  to  reasonably  cooperate  in  such  an
exchange,  at  Seller's  sole cost and expense.  It  is  Seller's
intent,  and Buyer agrees to cooperate in such regard, that  this
transaction qualify as a like-kind exchange of property  pursuant
to  Section 1031 of the United States Internal Revenue  Code  and
Regulations. Buyer agrees to execute such documents which may  be
necessary to affect the like-kind exchange.

     IN   WITNESS  WIIEREOF,  the  parties  have  executed   this
Agreement by their duly authorized agents.

N & MD INVESTMENT CORP.,              RIO LEASING, INC.,
A DELAWARE CORPORATION,               A NEVADA CORPORATION,
                                      
/s/ James A. Barrett, Jr.             /s/ Ronald J. Radcliffe
-----------------------------         ---------------------------
Name:  James A. Barrett, Jr.          Name:  Ronald J. Radcliffe
       ----------------------                --------------------
Title: Treasurer                      Title: Treasurer
       ----------------------                --------------------
Date:  6/1/98                         Date:  6/1/98
       ----------------------                --------------------


                   AIRCRAFT PURCHASE AGREEMENT
                   GULFSTREAM IV SP, S/N 1217
                            EXHIBIT A

ENGINES
-------
                 ROLLS-ROYCE TAY ENGINES MK611-8
                          7000 Hrs. TBO

                         LEFT             RIGHT
                         ----             -----
Serial Number            16534            16535
Time Since New        1317 Hours       1317 Hours

APU SERIAL NUMBER - P-595
-------------------------

INTERIOR
--------
12 Passenger Interior (10 Place Installed)    Five Single Chairs
One Four Place Conference Group               One Three-Place Divan
Aft Galley, Fwd Crew Galley, Fwd & Aft Lav    Three Video Monitors and CD Player
Airshow 400 with Genesis                      Light Colored Interior
Flite Phone                                   Magna  Star Flite  Phone
                                              with Facsimile

EXTERIOR
--------
White with Black and Grey Trim

AVIONICS
--------
                Honeywell        EDZ-884           EDS
Triple          Collins          VHF-422B          VHF COMM
Dual            Collins          VIR-432           VHF NAV
Dual            Collins          ADF-462           ADF
Dual            Collins          DME-42            DME
Dual            Collins          TDR 94D           Transponder Mode "S"
Dual            Collins          HF-900            HF COMM
                                                   
Triple          Honeywell        Laser Ref II      IRS
Triple          Honeywell        FMZ-800           FMS 4.1D Software
                Motorola                           Selcal
                Honeywell        Primus 870        Color Radar

MISCELLANEOUS
-------------
Honeywell DL-900 Data Locker     Dorne/Margolin ELT
Secure Plane Security System     Dual Global GPS Sensors
Aerial View Camera System        Honeywell TCAS II
B.F. Goodrich Stormscope         Loral FDR F-1000
Loral CVR A-1OOA                 RVSM Approved
Devore Tel-Tail Lights           10 Line Cabin Display
                                
                                
                   AIRCRAFT PURCHASE AGREEMENT
                   GULFSTREAM IV SP, S/N 1217
                            EXHIBIT B

BUYER:          Rio Leasing, Inc.
------          3700 West Flamingo Road
                Las Vegas, Nevada  89103

     This   acknowledges  full  and  satisfactory  delivery   and
acceptance  of the following described aircraft and/or  equipment
subject  to  the  inspection  rights described  in  the  Aircraft
Purchase  Agreement  for  the Purchase of  Gulfstream  IV  Serial
Number 1217 by and between BUYER and N&MD INVESTMENT CORP.  dated
the____________day of______________, 1998.

                   GULFSTREAM IV SP, S/N 1217

     The   aircraft  and/or  equipment  referred  to  above   was
received  by  us on the date and at the location set forth  below
and  was  determined by us to be in good order and condition  and
acceptable to us.

     IN  WITNESS WHEREOF this instrument has been duly signed  by
the undersigned authorized parties.

RIO LEASING, INC.                     N&MD INVESTMENT CORP.
(BUYER)                               
                                      
By:__________________________         By:________________________    
                                             
Its:_________________________         Its:_______________________   
                                             
Date:________________________         Date:______________________  
                                                 
Location:____________________         Location:__________________  


                   AIRCRAFT PURCHASE AGREEMENT
                   GULFSTREAM IV SP, S/N 1217
                            EXHIBIT C
                                
                       WIRING INSTRUCTIONS
                       -------------------

N&MD INVESTMENT CORP.
c/o AERO RECORDS & TITLE CO.
NATIONAL CITY BANK/CLEVE/TRUST
Cleveland, Ohio
ABA:                         04 1000 1 24
Beneficiary Name:            Trust Department
Beneficiary  Account Number: 217115
For  Further  Credit To:     Aero Records & Title Co.
                             Escrow No. 75-R064-009
Contact:                     Sandra Johnson at Ext. 2640
Reference:                   71 IMC/Mike (IMPORTANT)
                      
(It  is imperative that the N# be shown on the incoming wire  for
property credit)


                      N&MD INVESTMENT CORP.
                        ONE RODNEY SQUARE
                          P.O. BOX 551
                   WILMINGTON, DELAWARE 19899
                                
                      WARRANTY BILL OF SALE
                            EXHIBIT D


     KNOW  ALL MEN BY THESE PRESENTS, that N&MD INVESTMENT CORP.,
a  Delaware corporation (hereinafter "N&MD"), in consideration of
the  sum  of  One  Dollar  ($1.00) and other  good  and  valuable
consideration to it paid by:

             RI0 LEASING, INC., A NEVADA CORPORATION

(hereinafter   "BUYER"),   the   receipt   whereof   is    hereby
acknowledged, hereby sells, grants, transfers and delivers to the
BUYER, its successors and assigns, all of N&MD's right, title and
interest in and to the Aircraft (Gulfstream IV-SP, Serial  Number
1217), together with the engines installed thereon, described  as
Rolls-Royce  Tay engines, Serial Numbers 16534 (left)  and  16535
(right),  together also with all appliances, parts,  instruments,
appurtenances,  accessories, furnishings and other  equipment  of
whatever  nature  installed  on the  Aircraft  pursuant  to  that
Gulfstream  IV-SP  Purchase Agreement  dated  the  _____  day  of
__________,  1998  (said  aircraft, engines,  appliances,  parts,
instruments, appurtenances, accessories, furnishings,  and  other
equipment being hereinafter collectively called the "Aircraft").

    N&MD  hereby represents, warrants and agrees that it  is  the
lawful  owner  of  the  full legal and beneficial  title  to  the
Aircraft;   that  the  Aircraft  is  free  from  all  liens   and
encumbrances;  that  N&MD  has the right  to  sell  the  same  as
aforesaid; and that N&MD will warrant and defend the sale of  the
Aircraft and BUYER'S title thereto against the claims and demands
of all persons.

     IN  WITNESS WHEREOF, N&MD has caused this Warranty  Bill  of
Sale  to be signed by its duly authorized officer this _____  day
of __________, 1998.

N&MD INVESTMENT CORP.,
A DELAWARE CORPORATION,

_________________________
By:______________________    
       
Its:_____________________   
       
Date:____________________   


                      N&MD INVESTMENT CORP.
                        ONE RODNEY SQUARE
                          P.O. BOX 551
                   WILMINGTON, DELAWARE 19899
                                
                      WARRANTY BILL OF SALE
                            EXHIBIT D

     KNOW  ALL MEN BY THESE PRESENTS, that N&MD INVESTMENT CORP.,
a  Delaware corporation (hereinafter "N&MD"), in consideration of
the  sum  of  One  Dollar  ($1.00) and other  good  and  valuable
consideration to it paid by:

             RIO LEASING, INC., A NEVADA CORPORATION

(hereinafter   "BUYER"),   the   receipt   whereof   is    hereby
acknowledged, hereby sells, grants, transfers and delivers to the
BUYER, its successors and assigns, all of N&MD's right, title and
interest in and to the Aircraft (Gulfstream IV-SP, Serial  Number
1217), together with the engines installed thereon, described  as
Rolls-Royce  Tay engines, Serial Numbers 16534 (left)  and  16535
(right),  together also with all appliances, parts,  instruments,
appurtenances,  accessories, furnishings and other  equipment  of
whatever  nature  installed  on the  Aircraft  pursuant  to  that
Gulfstream  IV-SP Purchase Agreement dated March  ________,  1998
(said   aircraft,   engines,  appliances,   parts,   instruments,
appurtenances,  accessories,  furnishings,  and  other  equipment
being hereinafter collectively called the "Aircraft").

     N&MD  hereby represents, warrants and agrees that it is  the
lawful  owner  of  the  full legal and beneficial  title  to  the
Aircraft;   that  the  Aircraft  is  free  from  all  liens   and
encumbrances;  that  N&MD  has the right  to  sell  the  same  as
aforesaid; and that N&MD will warrant and defend the sale of  the
Aircraft and BUYER'S title thereto against the claims and demands
of all persons.

     IN  WITNESS WHEREOF, N&MD has caused this Warranty  Bill  of
Sale  to be signed by its duly authorized officer this _____  day
of __________, 1998.

N&MD INVESTMENT CORP.,
A DELAWARE CORPORATION,

_________________________
By:______________________   
      
Its:_____________________  
      
Date:____________________   


                   AIRCRAFT PURCHASE AGREEMENT
                   GULFSTREAM IV SP, S/N 1217
                            EXHIBIT E


I.   SERVICE AGREEMENTS
     ------------------
     None

II.  MAINTENANCE SUBSCRIPTIONS
     -------------------------
     None

III. MANUFACTURER'S WARRANTY
     -----------------------

     PRIMARY & SECONDARY STRUCTURE   15 years / 15,000 hours commencing
                                     September 15, 1993
                                     Labor  included through the entire
                                     warranty period.