EXHIBIT 10.27

                         AIRCRAFT PURCHASE AGREEMENT


       THIS PURCHASE AGREEMENT (the "Agreement"),  made this 25th day  of
  January  2000,  by   and  between  BeautiControl,   Inc.,  a   Delaware
  corporation, having principal offices at 2121 Midway Road,  Carrollton,
  Texas 75006 ( "Seller"), and O'Gara  Aviation L.L.C., a Nevada  limited
  liability corporation, having  principal offices at  1827 Powers  Ferry
  Road, Bldg 8, Atlanta, Georgia 30339  ( "Buyer").

  WHEREAS, Buyer desires to  purchase from Seller  and Seller desires  to
  sell to Buyer the Aircraft in accordance with the terms and  conditions
  contained herein; and

  NOW, THEREFORE, in consideration of the mutual covenants and agreements
  contained herein, the parties agree as follows:

  SECTION 1      PURCHASE AND SALE OF AIRCRAFT

  1.0  Agreement to Buy  and Sell.   (a) Seller  agrees to  Sell and  the
       Buyer agrees to  purchase "AS IS"  except as  expressly stated  in
       this Agreement, the following described aircraft together with any
       and all  existing avionics,  engine  covers, equipment  (loose  or
       installed), instruments, and accessories  listed in Exhibit A  and
       A-1attached hereto, and any and all Aircraft Documents, as defined
       in  Section   1.0(b)  of   this  Agreement,   (collectively,   the
       "Aircraft"):

       AIRCRAFT MAKE AND MODEL: Hawker Siddley HS125-700A
       SERIAL NUMBER:           NA-207
       REGISTRATION NUMBER:     N33RH
       ENGINE MAKE AND MODEL:   Garrett TFE-731-3R
       ENGINE SERIAL NUMBERS:   80127 & 80129

       (b)  For purposes of this Agreement, the term "Aircraft Documents"
            shall include, but not be limited to, all  logbooks (complete
            and original), flight, maintenance and operations records and
            manuals, checklists, drawings and wiring diagrams, applicable
            FAA Form 337's, STC's, component overhaul documentation,  and
            any and all other records  and paperwork associated with  the
            Aircraft that are in Seller's possession.

  1.1  Purchase Price.   Buyer agrees to  pay Seller  the total  purchase
       price of Three Million  Eight Hundred Fifty Thousand-U.S.  Dollars
       ($3,850,000) (the "Purchase Price") payable as follows:

       (a)  A deposit  of Two  Hundred Thousand  U.S. Dollars  ($200,000)
            (the "Deposit") shall be placed in escrow at Insured Aircraft
            Title  Service,  6449  S.  Denning  Street,  Oklahoma   City,
            Oklahoma 73159, Phone  405-681-6663, Facsimile:  405-681-9299
            (the "Escrow Agent") by Buyer upon execution of this Purchase
            Agreement.  The  Deposit shall be  held by  the Escrow  Agent
            pending consummation or  termination of  this Agreement,  and
            shall become  non-refundable  upon Buyer's  execution  of  an
            Aircraft Acceptance  Certificate in  the  form of  Exhibit  B
            attached hereto ("Exhibit B"),  except as otherwise  provided
            in this Agreement.
<PAGE>
       (b)  The balance of the purchase price, Three Million Six  Hundred
            Fifty Thousand U.S. Dollars ($3,650,000) (the "Balance"),  to
            be deposited with the Escrow Agent and payable at Closing (as
            defined in Section 1.2(a)).

  1.2  Delivery and Closing.
       (a)  Delivery of  the  Aircraft  and closing  of  the  transaction
            (collectively the "Closing") shall be the earlier of  (i) the
            15th day of February, 2000, or  (ii) the second business  day
            after notification from Seller to Buyer that the Aircraft  is
            ready for delivery.

       (b)  Buyer shall have  the right  to conduct  a pre-delivery  test
            flight ("Pre-Delivery Test Flight") of the Aircraft to verify
            the Aircraft is in the same condition as inspected.  The Pre-
            Delivery Test Flight shall  be scheduled by mutual  agreement
            of the parties.  Buyer shall also have the right to have  its
            representative(s)  on  board  to  observe  operation  of  the
            systems.   All  fuel,  EMS  costs,  and  other  out-of-pocket
            expenses for such flight shall be at Buyer's expense.   Buyer
            and  Seller  agree  to  negotiate  reasonably  regarding  the
            resolution of any maintenance discrepancies identified during
            the Pre-Delivery Test Flight.

       (C)  Prior to the  Closing, Seller shall  deposit with the  Escrow
            Agent a FAA Form 8050-2 Aircraft  Bill of Sale (the "Bill  of
            Sale"), undated but  otherwise fully completed  and any  lien
            release(s).

       (d)  Prior to the  Closing, Buyer  shall deposit  with the  Escrow
            Agent  the   Balance,  and   a  FAA   Form  8050-1   Aircraft
            Registration Application  (the  "Registration  Application"),
            undated but otherwise fully completed, and the Balance.

       (e)  On the Closing  date, Seller  shall deliver  the Aircraft  to
            Buyer, and Buyer shall accept  delivery of the Aircraft  from
            Seller, at Olathe,  Kansas, or such  other location  mutually
            agreeable to the parties.  Delivery costs shall be at Buyer's
            expense for a location other than the Pre-Purchase Inspection
            location.   At the time of delivery of the Aircraft, and upon
            receiving confirmation from the  Escrow Agent that Buyer  has
            deposited the Balance and  the Registration Application,  and
            that Seller  has  deposited the  Bill  of Sale,  Buyer  shall
            execute and deliver to Seller a Delivery Receipt in the  form
            attached hereto as Exhibit C  ("Exhibit C"), and the  parties
            shall each instruct the Escrow Agent to (i) date and file the
            Bill of Sale  and the Registration  Application in the  Civil
            Aircraft Registry, and (ii) immediately transfer the Purchase
            Price, by wire transfer, to an account designated by  Seller.
            Buyer's execution and delivery of  Exhibit C to Seller  shall
            constitute its acknowledgment that  Seller has fulfilled,  or
            Buyer has waived  Seller's obligations set  forth in  Section
            2.1.
<PAGE>
  SECTION 2      CONDITION OF AIRCRAFT

  2.1  Delivery Conditions.   The Aircraft is  being sold on  an "AS  IS"
       basis except  Buyer's  obligation  to  purchase  the  Aircraft  is
       subject to Buyer verifying at the time of delivery the following:

       (a)  The  Aircraft  and  systems  are  airworthy,  in  serviceable
            condition according to the manufacturer, ordinary wear & tear
            excepted.

       (b)  All Inspections, time-limited components, Airworthiness
            Directives and mandatory Service Bulletins applicable to the
            Aircraft are in compliance with the manufacturers' approved
            maintenance program and the United States Federal Aviation
            Administration (FAA).

       (c)  The Aircraft shall be delivered with no damage history  other
            than may be indicated in  the logbooks or Aircraft  documents
            at the time of inspection.

       (d)  With valid FAA Certificate  of Airworthiness, free and  clear
            of all  liens  and  encumbrances, with  good  and  marketable
            title.

       (e)  The Aircraft engines enrolled in Jet Support  Services,  Inc.
            Engine Program (EMS 100% coverage) fully paid up through  the
            delivery  hours,  with  the  account  in  good  standing  and
            transferable to Buyer.  Transfer fees,  if any,  shall be  at
            Buyer's expense.


  2.2  Inspection.  Buyer shall  have the opportunity  to conduct a  pre-
       purchase inspection ("Pre-Purchase Inspection")  of the   Aircraft
       at Garrett Aviation,  Houston, Texas or  other mutually  agreeable
       location at Buyer's expense.

       (a)  The Pre-Purchase Inspection may  include, but is not  limited
            to, a logbook review, engine  borescope and  five-point  run,
            systems checks and any other such tests reasonably  necessary
            to examine  the operation  and condition  of the  Aircraft.
            Buyer shall  have  the opportunity  during  the  Pre-Purchase
            Inspection  to  have  its  representative(s)  on  board   the
            Aircraft during a test flight (not  to exceed 90 minutes)  in
            order to  observe operation  of all  systems. All  fuel,  EMS
            costs, and other out-of-pocket expenses for such test  flight
            ("Test Flight Expenses") shall be at Buyer's expense.  During
            any and all inspections, test flight(s) conducted pursuant to
            this Agreement, care,  custody, control and  risk of loss  of
            the Aircraft shall remain with Seller.

       (b)  Seller shall position the Aircraft at Seller's expense at the
            Pre-Purchase Inspection location on a mutually agreeable date
            on or about January 18, 2000,  However, if Buyer rejects  the
            Aircraft  based   on  the   findings  of   the   Pre-Purchase
            Inspection, Buyer shall pay for or reimburse Seller for  Test
            Flight Expenses in section 2.2 (a).
<PAGE>
  2.3  Acceptance or rejection of the Aircraft  shall be at Buyer's  sole
       discretion. Within two (2)  business days following completion  of
       the Pre-Purchase  Inspection, Buyer  will execute  and deliver  to
       Seller the Aircraft  Acceptance Certificate in  the form shown  in
       Exhibit "B", which is attached hereto  and made a part hereof  for
       all purposes, to document acceptance or rejection of the Aircraft.

       (a)      If Buyer accepts the Aircraft in its present condition or
            subject to resolution of identified maintenance discrepancies
            that  Seller  agrees  to  repair,  the  Deposit specified  in
            Section 1.1(a) of this Agreement shall become  non-refundable
            to  Buyer   upon  execution   of  the   Aircraft   Acceptance
            Certificate, except as otherwise provided in this  Agreement.


       (b)       If the  Aircraft is  not in  the condition  required  by
            Section 2.1 at the time of the Pre-Purchase Inspection, Buyer
            shall furnish Seller with a written notice of the maintenance
            discrepancies, which  notice shall  set forth  in detail  the
            Buyer's desired resolution  of the  discrepancies. Buyer  and
            Seller agree to negotiate reasonably regarding the resolution
            of  such  maintenance  discrepancies.    Mutually  agreed  to
            discrepancies shall be corrected at Seller's sole expense.

       (c)       If  Buyer  (i)  rejects  the  Aircraft  in  its  present
            condition or (ii) if Seller and  Buyer do not mutually  agree
            to  the   terms   on   which   the   identified   maintenance
            discrepancies are to  be resolved within  three (3)  business
            days after Seller's receipt of such notice, the parties shall
            instruct the Escrow  Agent to deliver  to Buyer the  deposit,
            less the Test Flight Expenses  as defined in  Section  2.2(a)
            above, and the  parties shall have  no further obligation  or
            liability to each other whatsoever.


  2.4  Warranties by Seller.   Seller  hereby represents and warrants  as
       of the date hereof and the Closing date as follows:

       (a)  Seller is the  owner of  the  Aircraft  and  is authorized to
            convey  title  to  the  Aircraft,  and   that  execution  and
            delivery of  the Bill of  Sale shall convey to Buyer good and
            marketable title to the Aircraft, free of  any  and all liens
            and encumbrances.

       (b)  To  Seller's  knowledge,  there  are  no  parts, systems,  or
            components on  the Aircraft  that are  on temporary  loan  or
            exchange.

       (c)  Seller has  paid all  taxes, duties,  penalties, charges,  or
            invoices or statements with respect to the Aircraft  incurred
            on and before the Closing date or, to the extent that it  has
            not, agrees to pay any and all of the foregoing  when due.
<PAGE>
       (d)  Seller is a corporation organized and validly existing  under
            the laws  of  the  State of  Delaware,  possessing  perpetual
            existence, having the capacity to sue and be sued in its  own
            name, having  full power  and legal  right  to carry  on  its
            business as currently conducted, and to execute, deliver  and
            perform the provisions of this Agreement.

       (e)  The execution, delivery,  and performance by  Seller of  this
            Agreement has been duly authorized by all necessary action on
            behalf of Seller and  do not conflict with  or result in  any
            breach of any of the terms or constitute a default under  any
            document, instrument,  or  agreement  to which  Seller  is  a
            party.

       (f)  This Agreement  constitutes  the legal,  valid,  and  binding
            obligations  of   Seller   enforceable  against   Seller   in
            accordance with its terms.

  2.5  Warranties by Buyer.   Buyer hereby warrants as of the date hereof
       and the Closing date as follows:

       (a)  Buyer is a Nevada limited liability corporation organized and
            validly existing  under  the laws  of  the State  of  Nevada,
            possessing perpetual existence as a legal entity, having  the
            capacity to sue  and be  sued in  its own  name, having  full
            power and legal right to carry  on its business as  currently
            conducted, and to execute, deliver and perform the provisions
            of this Agreement.

       (b)  The execution,  delivery, and  performance by  Buyer of  this
            Agreement has been duly authorized by all necessary action on
            behalf of Buyer  and do not  conflict with or  result in  any
            breach of any of the terms or constitute a default under  any
            document, instrument, or agreement to which Buyer is a party.

       (c)  This Agreement  constitutes  the legal,  valid,  and  binding
            obligations of Buyer enforceable against Buyer in  accordance
            with its terms.
<PAGE>
  2.6  DISCLAIMER:  THE AIRCRAFT IS BEING SOLD HEREUNDER ON A  COMPLETELY
       "AS IS" AND  "WHERE IS" BASIS.   SELLER'S  EXPRESS WARRANTIES  AND
       REPRESENTATIONS SET FORTH IN SECTION 2.4 ARE EXCLUSIVE AND IN LIEU
       OF ALL OTHER REPRESENTATIONS  OR WARRANTIES WHATSOEVER BY  SELLER,
       EXPRESS OR IMPLIED OR  ARISING BY OPERATION OF  LAW OR IN  EQUITY,
       AND SELLER  HAS  NOT  MADE, AND  BUYER  HEREBY  WAIVES,  RELEASES,
       DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON,  ANY
       SUCH REPRESENTATIONS OR WARRANTIES WHATSOEVER, WITH RESPECT TO THE
       AIRCRAFT OR  ANY  PART  THEREOF, WITHOUT  LIMITATION,  AS  TO  THE
       AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY,  FITNESS
       FOR A PARTICULAR USE OF THE AIRCRAFT, AND ANY OTHER REPRESENTATION
       OR WARRANTY  WHATSOEVER, EXPRESS  OR IMPLIED  (INCLUDING,  WITHOUT
       LIMITATION,  ANY  IMPLIED  WARRANTY  ARISING  FROM  A  COURSE   OF
       PERFORMANCE OR DEALING OR  USAGE OF TRADE).   BUYER HEREBY  WAIVES
       ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST  SELLER,
       EXPRESS OR IMPLIED OR  ARISING BY OPERATION OF  LAW OR IN  EQUITY,
       ARISING FROM  ANY  SUCH  REPRESENTATION OR  WARRANTY  OR  FOR  ANY
       LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT,
       FOR LOSS OF USE, REVENUE, OR PROFIT WITH RESPECT TO THE  AIRCRAFT,
       OR FOR  ANY OTHER  DIRECT,  INCIDENTAL, OR  CONSEQUENTIAL  DAMAGES
       WHATSOEVER.

  SECTION 3      MISCELLANEOUS

  3.1  Availability.  Seller  agrees to  make the  Aircraft available  to
       Buyer at a reasonable time prior to the scheduled delivery date to
       enable Buyer to  determine that the  Aircraft and  all its  parts,
       components and systems  are intact and  comply with  the terms  of
       this Agreement.

  3.2  Assignment of Warranties.   Should any warranties,  manufacturers'
       or otherwise,  still be  in effect  with respect  to the  Aircraft
       (other than warranties which by  their terms are unassignable  and
       the warranties disclaimed in  Section 2.6 above), such  warranties
       and all rights thereunder will be irrevocably assigned to Buyer at
       Closing,  and all documents evidencing same shall be included with
       the Aircraft Documents.

  3.3  Taxes.  Neither the  Purchase Price nor any  other payments to  be
       made by  Buyer under  this Agreement  includes the  amount of  any
       sales, use,  retailer, or  other taxes  which  may be  imposed  by
       governmental authorities as a result of the sale, purchase, and/or
       use of  the  Aircraft.   Buyer  shall be  responsible  for,  shall
       indemnify and hold harmless Seller against, and shall pay promptly
       when due  any and  all  taxes of  any  kind or  nature  whatsoever
       (including, without limitation, any and all sales, use, and retail
       taxes), duties, or fees assessed or levied by any federal , state,
       county, local,  or  other  governmental  authority  which  may  be
       imposed on  Buyer, Seller,  or  both, as  a  result of  the  sale,
       purchase,  delivery,  registration,  ownership,  or  use  of   the
       Aircraft, in connection with  the consummation of the  transaction
       contemplated by  this  Agreement,  except  solely  for  any  taxes
       attributed to Seller's income.  Buyer shall either provide  Seller
       a certificate evidencing an exemption from such taxes or fees,  if
       applicable, or shall remit such taxes or fees to Seller.
<PAGE>
  3.4  Entire Agreement.   Buyer and Seller  warrant that  the terms  and
       conditions of this  Agreement including  Exhibits attached  hereto
       were fully read  and constitute the  entire Agreement between  the
       parties and supersedes all prior negotiations,  letters of intent,
       agreements or understandings.

  3.5  Severability.   If  any one or more  provisions of this  Agreement
       shall be found to be illegal or unenforceable in any respect,  the
       validity, legality and enforceability of the remaining  provisions
       shall not in any way be affected or impaired thereby.

  3.6  Benefit and Binding Effect.  This Agreement shall be binding  upon
       and inure to the benefit of each of the parties' hereto and  their
       respective successors and permitted assigns.

  3.7  Applicable Law.  This Agreement shall be governed and construed in
       accordance with the laws of the State of Texas, without regard  to
       its choice of law provisions, and venue for any action arising out
       of or related to this Agreement shall lie in Dallas County, Texas.

  3.8  Amendments.    This  Agreement shall  not be  modified or  amended
       except  by  an   instrument  in  writing   signed  by   authorized
       representatives of the parties.

  3.9  Notices.  All notices, requests, or other communications hereunder
       shall be sent via registered  or certified mail, express  delivery
       service or by facsimile with original to follow by  aforementioned
       means to the addresses  herein above set forth  (or to such  other
       address as may later be designated in writing).

       If to Seller:  James F. Martin                 Phone: 972-458-0601
                      BeautiControl, Inc.             Fax:   972-233-4724
                      2121 Midway Road
                      Carrollton, Texas 75006

       If to Buyer:   John B. Foster III
                      O'Gara Aviation L.L.C.          Phone: 770-955-3554
                      1827 Powers Ferry Road, Bldg 8  Fax:   770-951-2152
                      Atlanta, Georgia 30339

  3.10 Execution in Counterparts.  This Agreement may be executed in  one
       or more counterparts, each of  which shall constitute an  original
       document, and all of which shall constitute a single Agreement.

  3.11 Escrow Fees.   Buyer and  Seller agree to share equally 50/50  any
       fees payable  to the  Escrow  Agent related  to  the sale  of  the
       Aircraft.

  3.12  Confidentiality.   The  terms and  conditions of  this  Agreement
       shall remain confidential between  the parties except if  required
       by written request  from a  United States  Governmental entity  or
       agency.
<PAGE>
  3.13 Force Majeure.   Seller  shall not be liable  for any delay of  or
       failure in  delivery of  the Aircraft  for  the period  that  such
       failure or delay is due to acts of God or the public enemy;  civil
       war,  insurrection  or   riots,  fires,   explosions  or   serious
       accidents; governmental  priorities  or  allocations;  strikes  or
       labor shortages, lack of equipment or  parts from vendors; or  any
       cause beyond Seller's reasonable control.  Seller agrees to notify
       Buyer promptly of the occurrence of any such cause.  The foregoing
       notwithstanding, in the  event any such  delay or  failure in  the
       delivery of  the Aircraft  shall continue  beyond forty-five  (45)
       days  from the  delivery date, for  any reason whatsoever,  either
       party shall have the right to terminate this Agreement by  written
       notice to the other party, and upon such notice, the Escrow  Agent
       shall refund the Deposit, less any Test Flight Expenses as defined
       in Section 2.2(a), to Buyer.

  3.14 Attorney Fees.  If any legal action or proceeding which is brought
       for the enforcement  of this Agreement  or because  of an  alleged
       dispute, breach, default, or misrepresentation in connection  with
       any provisions of  this Agreement, the  prevailing party shall  be
       entitled to recover its reasonable attorney fees and court costs.

  3.15 Transaction Fees  and Costs.     Each  party  shall bear  its  own
       transaction fees and costs, and legal fees incurred by each  party
       on their behalf.

  3.16 Assignment.  Buyer may  not assign any of  its rights or  delegate
       any of its obligations hereunder without the prior written consent
       of the Seller, which shall not unreasonably be withheld.

  3.17 Failure to Perform.   Either party may terminate this Agreement in
       the event  the  other party  materially  defaults on  any  of  the
       material terms  and  conditions  contained herein,  and  fails  to
       timely cure such default  within (10) days  of receipt of  written
       notice from the non-defaulting party.   Such termination shall  be
       effective  ten (10) days after receipt by the defaulting party  of
       written notice of the  non-defaulting party's intent to  terminate
       absent cure, and shall in no way affect the rights or  liabilities
       of the parties which have accrued as of the date of termination.

  3.18 Time is of  the Essence.     In the  event Buyer  fails to  accept
       delivery of the Aircraft under the terms and conditions set  forth
       in this  Agreement, the  Seller may  terminate this  Agreement  by
       written notice to Seller, retain the Deposit as liquidated damages
       and proceed to sell or otherwise dispose of the Aircraft, and  the
       parties shall  have no  further obligation  or liability  to  each
       other whatsoever.
<PAGE>
  3.19 Indemnification.  Upon delivery,  Buyer will assume all  liability
       of any nature whatsoever arising out of Buyer's use or  possession
       of said Aircraft and agrees to indemnify, protect, defend and save
       harmless  Seller,   its  officers,   directors,   representatives,
       shareholders, employees, attorneys, agents, successors and assigns
       with  respect to any claim, suit,  action or judgment of any  kind
       arising out of Buyer's use or possession of the Aircraft.    Prior
       to delivery,  Seller  will  assume all  liability  of  any  nature
       whatsoever arising  out  of Seller's  use  or possession  of  said
       Aircraft  and  agrees  to  indemnify,  protect,  defend  and  save
       harmless,  Buyer,  its'   officers,  directors,   representatives,
       shareholders, employees, attorneys, agents, successors and assigns
       with  respect to any claim, suit,  action or judgment of any  kind
       arising out of Seller's use or possession of the Aircraft.

  3.20 Non-Waiver.  Any failure  at any time of  either party to  enforce
       any provision of this Agreement shall  not constitute a waiver  of
       such provision or  prejudice the right  of such  party to  enforce
       such provision at any subsequent time.

  3.21 Brokers.  Seller represents and warrants that Jet Aviation,  Inc.,
       is the only broker that has been retained by Seller in  connection
       with this transaction  and shall  be responsible  for   the fee.
       Buyer represents that  no broker is  or shall be  entitled to  any
       fee, commission or similar  compensation for assisting Buyer  with
       this transaction.

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


  IN WITNESS  WHEREOF,  the  parties hereto  have  caused  this  Purchase
  Agreement to be executed by  their authorized representatives.


  SELLER:  BeautiControl, Inc.


  Signed: /s/

  By:     Richard W. Heath

  Title:  Chief Executive Officer


  BUYER:

  O'Gara Aviation L.L.C.


  Signed:   /s/

  By:     John B Foster III

  Title:  President
<PAGE>


                                EXHIBIT "A"

                             1977 HAWKER 700A
                             S/N NA-207, N33RH


  TOTAL TIME:            8277 HOURS       LANDINGS:              5263

  RIGHT ENGINE:          8201 TSN         LEFT ENGINE:           8201 TSN
  S/N P80127             5214 CSN         S/N P80129             5214 CSN
  On 100% EMS 1609 CORE  209 MPI          On 100% EMS 1609 CORE  209  MPI

  APU: SOLAR T-39;  1593 HOURS, 3137 Cycles

  COMMENTS

  Engines on 100% EMS                     No Damage History
  Factory Maintenance Program             On Camps
  (3) U.S. Owners since New               New Exterior Paint

  AVIONICS

  Dual Collins FD-109Y FLT Directors      Dual Collins ADS-80K Air Data
  Dual Collins VHF-20A Comm's             Dual Sperry C-14 Compass Systems
  Dual Collins VIR-30A Nav's              Dual Allen 3107 RMI's
  Dual Collins DME-40 DME's               Encoding Altimeter/Alerter
  Dual Collins ADF-60 ADF's               Collins APS-80 Autopilot
  Dual Collins TDR-90 Transponders        Collins ALT-55B Radar Altimeter
  Bendix RDR-1300 Color Radar             Fairchild GA-100 Cockpit Voice Rec.
  Dual Global GNS-XLS FMS/GPS             Jet 2" Standby Horizon
  Collins SAT/TAS Indicator               Dual Wulfsberg Flitefone VI systems

  ADDITIONAL FEATURES

  Automatic Power Reserve (APR)           Dual Davtron 811B Digital Clocks
  Hawker 800 Hydraulic Pumps              Fuel Totalizer
  Devore Logo Lights                      2" Standby Altimeter/Airspeed Ind
  Grimes Strobe Lights                    Avionics Master Switch
  Dual Baker Audio Systems                Fireblocked Interior
  Heads Up Checklist                      Cabin Briefing System


  Status as of  January 19, 2000
<PAGE>

                             1977 HAWKER 700A
                              S/N 207, N33RH

  INTERIOR

  8-passenger interior with  five individual chairs  and aft  three-place
  divan  finished  in  medium  beige  leather.    Beige  Berber   carpet,
  ultrasuede headliner and walnut cabinetry.  Large forward baggage  area
  and coat closet.   Three writing  tables, aft  refreshment center  with
  microwave oven, hot coffee, two ice drawers, crystal glass storage  and
  four crystal liquor  decanters.   Aft enclosed  lavatory with  infrared
  water dispenser and flushing toilet.   Other interior features  include
  Accordia-style window shades, Vista  aisle lighting system, Sony  AM/FM
  stereo with 10  disc CD  player, Sony color  TV and  VHS with  infrared
  headphone system.  Fireblocked.  Excellent condition.

  Refurbished in 1998.


  EXTERIOR

  Overall white with blue and gold metallic accent stripes.  New July
  1999.


  INSPECTION STATUS

  Type                Last Completed              Next Due

   6 month                 9/99                     3/00
  12 month                 9/99                     9/00
  24 month                 9/99                     9/01
  48 month                 9/97                     9/01
  300 hour                 8155                     8455
  600 hour                 7865                     8465
  1200 hour                7599                     8799
  2400 hour                7599                     9999
  4800 hour                4799                     9599


   SPECIFICATIONS SUBJECT TO VERIFICATION UPON INSPECTION.  THE AIRCRAFT
      IS OFFERED SUBJECT TO PRIOR SALE AND/OR REMOVAL FROM THE MARKET
<PAGE>

                                 EXHIBIT "B"
                      AIRCRAFT ACCEPTANCE CERTIFICATE


        The undersigned,  Buyer, hereby  acknowledges  that, pursuant  to
  that  certain  Aircraft  Purchase  Agreement  dated  January 19,  2000,
  between  Buyer  and  Seller,  Buyer  has  completed  its   pre-purchase
  inspection of that certain  Hawker Siddley Model HS-125-700A  aircraft,
  Serial Number NA-207, together with its engines installed thereon,  all
  appliances, parts, instruments, appurtenances, accessories, furnishings
  or other equipment or  property installed on, part  of, or attached  to
  said aircraft and engines,  loose equipment, manuals, wiring  diagrams,
  complete and  accurate  log  books,  and  any  other  documentation  or
  equipment which  are specific  to the  aircraft ("Aircraft"),  and  has
  determined that:

  -------------------------------------------------------------------------
  Selection  Buyer's Determination
  -------------------------------------------------------------------------
             The condition of the Aircraft is satisfactory to Buyer
             and the deposit(s) are non-refundable.
  -------------------------------------------------------------------------
     XX      Subject to Seller's timely correction and repair at
             Seller's sole cost and expense of the discrepancies
             listed in the attachment hereto, Buyer hereby accepts the
             condition of the  Aircraft and the deposit(s) are non-
             refundable.
  -------------------------------------------------------------------------
             The Aircraft is not satisfactory and is hereby rejected
             by Buyer. The deposit shall be refunded less the expenses
             per  Section  2.2 of the Aircraft Purchase Agreement.
  -------------------------------------------------------------------------

  Reference: Garrett Aviation work order #90695 Pre-Purchase Inspection
  Squawk Sheet for Hawker 700A, Serial Number 207, N33RH.

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

  IN WITNESS WHEREOF, the undersigned  has caused this instrument to be
  executed by its duly authorized representative.


  SELLER:                            BUYER:

  BeautiControl, Inc.                O'Gara Aviation L.L.C.


  Signed:  /s/                       Signed:  /s/

  By:     Richard W. Heath           By:     John B. Foster III

  Title:  Chief Executive Officer    Title:  President


  Date: 2/7/00                       Date: 2/1/00

<PAGE>


                             EXHIBIT "C"
                          DELIVERY RECEIPT

  AS DEFINED IN THAT CERTAIN AIRCRAFT PURCHASE AGREEMENT, BY AND  BETWEEN
  O'GARA AVIATION L.L.C.  ("BUYER") AND  BEAUTICONTROL, INC.  ("SELLER"),
  DATED  AS  OF  THE  25th  DAY  OF January 2000 (THE "AIRCRAFT  PURCHASE
  AGREEMENT")  BUYER  HAS  INSPECTED   THE  AIRCRAFT  AND  ALL   AIRCRAFT
  DOCUMENTS.

  BUYER ACCEPTS  DELIVERY  OF THE  AIRCRAFT  DESCRIBED AS:  MAKE:  HAWKER
  SIDDLEY;  MODEL:  HS125-700A;  SERIAL  NUMBER:  NA-207;  UNITED  STATES
  REGISTRATION  NUMBER:   N33RH  AT INTERCONTINENTAL  AIRPORT,  CITY   OF
  HOUSTON, STATE OF TEXAS.

  SELLER AGREES  THAT THE  AIRCRAFT IS  FREE AND  CLEAR OF  ANY LIENS  OR
  ENCUMBRANCES WHATSOEVER  CAUSED BY  SELLER, HIS  AGENTS OR  ASSIGNS  OR
  OTHERWISE.

  THE AIRCRAFT  IS ACCEPTED  ON THE  TERMS AND  SUBJECT TO  THE  AIRCRAFT
  PURCHASE AGREEMENT THIS 14th DAY OF February 2000.


   Buyer: O'Gara Aviation L.L.C.



  By:   /s/

  Print:  John B. Foster, III

  Title:  President


<PAGE>

                  AMENDMENT ONE TO AIRCRAFT PURCHASE AGREEMENT


            This   Amendment   One   to   Aircraft   Purchase   Agreement
         ("Agreement One") is made  and entered as of February 10,  2000,
         by  and  between  BeautiControl,  lnc.  ("Seller")  and   O'Gara
         Aviation L,L.C. ("Buyer")

            WHEREAS,  Seller  and Buyer  executed that  certain  Aircraft
         Purchase Agreement  dated .January 26,  2000 ("Agreement").  for
         that certain Hawker  Siddley Model HS.125-700A aircraft,  Serial
         Number NA-207; and

            WHEREAS.  Seller and Buyer desire  to amend the Agreement  as
         set forth below.

              NOW, THERFFORE in consideration of the premises and  mutual
          agreement   contained  herein,  together with  other  good  and
          valuable consideration, the~  receipt and sufficiency of  which
          is hereby acknowledqed, Seller and Buyer agree as follows:

          1.  Definitions.  All capitalized terms used herein and defined
              In the  Agreement shall  have the  respective meanings  set
              forth in the Agreement unless otherwise defined herein.

          2.  Agreement.

              2.1 Section 1.2(a) shall be amended in its entirety to
                  read as follows:

                  "(a) Closing of  the transaction sha1l be on or  before
                  February 15,  2000. On  the closing  date, the  parties
                  each shall  instruct the Escrow Agent  to (i) date  and
                  file  the  Bill  of  Sale  and  file  the  Registration
                  Application in  the Civil Aircraft  Registry, and  (ii)
                  immediately  transfer  the  Purchase  Price,,  by  wire
                  transfer, to an account designated by Seller."
<PAGE>
              2.2 Section 1.2(a) shall be amended in its entirety to
                  read as follows:

                  "(e) As soon as practicable after the Seller  completes
                  the correction and  repair of the discrepancies  listed
                  in the  "Exhibit "B"  Aircraft Acceptance  Certificate"
                  signed  by Buyer  on February  1  2000, and  signed  by
                  Seller on February  7. 2000.  Seller shall deliver  the
                  Aicraft to  Buyer, and Buyer  shall accept delivery  of
                  the Aircraft  from Seller  at Olathe,  Kansas. or  such
                  other  location  mutually  agreeable  to  the  parties.
                  Delivery costs ("Delivery  Costs") shall be at  Buyer's
                  expense  for a  location  other than  the  Pre-Purchase
                  inspection location.   At the time  of delivery of  the
                  Aircraft. Buyer shall  execute and deliver to Seller  a
                  Delivery  Receipt  in  the  form  Arrached  herein   as
                  Exhibit  C   ("Exhibit  C").   Buyer's  execution   and
                  delivery of  Exhibit C to  Seller shall constitute  its
                  acknowledgement~ that  Seller has  fulfilled, or  Buyer
                  has waived, Seller's  obligations set forth in  Section
                  2.1"

              2.3 Section 1.2 shall be amended by adding the following
                  subsection (f):

                  "(f)  At the  time  of delivery,  and  in a  manner  as
                  instructed  by  Buyer,  Seller  shall  pay  Buyer   (i)
                  Buyer's actual  interest cost (which  is calculated  at
                  prime  rate. plus  one-half percent)  on the  principal
                  amount of  $3,85O,00O for the  period from the  closing
                  date to  the delivery date  (ii) $250 transaction  fee,
                  and (iii)  the Buyer's  insurance cost  for the  period
                  from   the   closing  date   to   the   delivery   date
                  (collectively  "Post-Closing  Carrying  Costs").  Buyer
                  agrees that Seller may deduct (i) demonstration  flight
                  expenses,  (ii) Test  Flight Expenses,  (iii)  Delivery
                  Costs, and  (iv) Pre-Delivery Test  Flight expenses  as
                  defined in  section 1.2(b)  of the  Agreement from  the
                  total Post-Closing Carrying Costs,"

          3.  Continuation  of  Agreement.  Except to the extent modified
              and amended by the terms and conditions  of this  Amendment
              One,  this  Agreement, as amended by this Amendment One, is
              hereby ratified  and confirmed and  shall continue in  full
              force, and  effect as  hereby modified and amended.

          IN WHITNESS WHEREOF, the  parties hereto execute this Amendment
          One as of the dare first written above.

          Seller;                         Buyer;

          BeautiControl, Inc.             O'Gara Aviation L.L.C.

          By: /s/                       By: /s/
              Richard W. Heath              John B. Foster, III
              Chief Executive Officer       President