SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                           FORM 10-K

   [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
          For the fiscal year ended SEPTEMBER 30, 1995

 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                 Commission file number: 0-6867

            LYNTON GROUP, INC.
     (Exact name of Registrant as specified in its charter)

<TABLE>
<CAPTION>
             DELAWARE                                13-2688055
<S>                                <C>
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification Number)
          9 AIRPORT ROAD
   MORRISTOWN MUNICIPAL AIRPORT                         07960
      MORRISTOWN, NEW JERSEY                         (Zip Code)
  (Address of principal executive
             offices)
</TABLE>

Registrant's telephone number, including area code: (201) 292-
                             9000

 Securities registered pursuant to Section 12(b) of the Act:
                             NONE
 Securities registered pursuant to Section 12(g) of the Act:
                COMMON STOCK  ($.30 PAR VALUE)

Indicate  by  check  mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period  that  the Registrant was required
to file such reports), and (2) has been subject to such filing
requirements  for  the past 90 days.   Yes     X            No


Indicate by check mark  if  disclosure  of  delinquent  filers
pursuant  to  Item  405  of  Regulation  S-K  is not contained
herein, and will not be contained, to the best of Registrant's
knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [   ]

As  of  December  15, 1995, the aggregate market value of  the
Common Stock held by non-affiliates of the Registrant (673,252
shares) was approximately $231,430 (based upon the average bid
and asked prices of  such  stock on October 20, 1995, the most
recent date on which bid and  ask  prices were available). The
number of shares outstanding of the  Common  Stock  ($.30  par
value)  of  the  Registrant  as  of  the  close of business on
December 15, 1995 was 1,962,177.

             DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the 1996 Annual
Meeting  of  Stockholders are incorporated by  reference  into
Part III hereof.





<PAGE>



                                PART I

ITEM 1. BUSINESS
        --------

      (a)  General Development of Business

      Unless otherwise  indicated  by the context, the terms "Company"
or  "Registrant"  refer to Lynton Group,  Inc.  and  its  consolidated
subsidiaries.

      The Company,  operating  from  its primary bases in the New York
and London metropolitan regions, performs  aviation sales and services
for  an  international list of customers.  Services  provided  by  the
Company include  the  management,  charter, maintenance, hangarage and
refueling  of  corporate  helicopters  and  fixed  wing  aircraft.  In
addition, the Company's sales operations  perform  aircraft  sales and
brokerage  services  to  customers  located in markets throughout  the
world.

      Lynton Group, Inc. was incorporated  in the State of Delaware in
August 1971 under the name of Decair Corporation.   In  June 1989, the
Company changed its name to Lynton Group, Inc.  Prior to May 1989, the
Company's  operations  consisted  primarily  of  performing helicopter
maintenance, management and charter services through  its subsidiaries
Ramapo Helicopters, Inc. ("Ramapo") and Rockland Aviation, Inc. (later
renamed Lynton Aviation Charter, Inc. ("Lynton Aviation  Charter") and
now known as LynStar Aviation, Inc.)

      In  May  1989,  the Company acquired (the "Limited Acquisition")
all of the issued and outstanding  shares  of  Lynton Group Limited, a
company organized under the laws of England ("Limited").   Limited,  a
London  based  company founded in 1984, is currently a holding company
with two wholly-owned  operating subsidiaries, Lynton Aviation Limited
("Aviation Limited"), a  wholly-owned  subsidiary  at  the time of the
Limited Acquisition, and European Helicopters Limited ("EHL"),  a  40%
owned affiliate at the time of the Limited Acquisition, each a company
organized  under  the  laws  of  England.  In August 1990, the Company
acquired (the "EHL Acquisition") the  remaining  60%  of  the  capital
stock  of  EHL.   Aviation  Limited is primarily involved in the sale,
management  and  charter  of  corporate  helicopters  and  fixed  wing
aircraft while EHL is primarily  involved  in the rebuilding, sale and
maintenance of corporate helicopters. Since August, 1995, Limited also
owns  50%  of PLM Dollar Group Limited ("PDG"),  a  company  organized
under the laws of Scotland, which provides helicopter support services
for industrial and utility operations in the United Kingdom.

      Simultaneous  with  the  consummation  of  the  EHL Acquisition,
Lynton Jet Centre, Inc. ("Lynton Jet"), a wholly-owned  subsidiary  of
the  Company incorporated in April 1990 under the laws of the State of
New Jersey, acquired substantially all of the assets of the Linpro Jet
Centre  (the  "Jet  Centre"),  including  its ground lease on a hangar
facility located at the Morristown Municipal  Airport, Morristown, New
Jersey  (the  "Jet Centre Acquisition").  The financing  for  the  Jet
Centre Acquisition  was  obtained  from  HM Holdings, Inc., a Delaware
corporation ("HM Holdings").  HM Holdings  is an indirect wholly-owned
subsidiary of Hanson PLC.  The Jet Centre is  a fixed base operator of
approximately  132,000  square feet of hangar and  office  space,  and
provides hangarage and fueling  services  to corporate helicopters and
fixed  wing aircraft at the Morristown Municipal  Airport.   Following
the acquisition, the Jet Centre was renamed the Lynton Jet Centre.

      In   August   1990,  the  Company  incorporated  a  wholly-owned
subsidiary, Lynton Aviation,  Inc.,  a New Jersey corporation ("Lynton
Aviation"), to provide aviation management  services to HM Industries,
Inc.  ("HM  Industries"),  a  subsidiary of HM Holdings,  at  the  Jet
Centre.

      In  April  1992,  the  Company   incorporated   a   wholly-owned
subsidiary,  Lynton  Aviation Services, Inc., a New Jersey corporation
("Lynton  Services"),  to  provide  aviation  charter  and  management
services  and corporate aircraft  sales  services  through  operations
based at the Jet Centre.

      In July  1992,  the Company sold its interest in Lynton Aviation
Charter to LynStar Holdings,  Inc.,  a New Jersey corporation which is
20% owned by the Company and formed for  the  purpose of effecting the
acquisition of all of the shares of capital stock  of  Lynton Aviation
Charter.   Thereafter, and also in July 1992, Lynton Aviation  Charter
changed its name to LynStar Aviation, Inc.

<PAGE>



      In  January   1994,   the  Company  acquired  (the  "Dollar  Air
Acquisition") all of the issued  and  outstanding shares of Dollar Air
Services  Limited,  a  company organized under  the  laws  of  England
("Dollar Air"). At the time of the Dollar Air Acquisition, the Company
owned a 75% equity interest  in  Black  Isle  Helicopters  Limited,  a
company  organized  under  the  laws  of  Scotland  ("Black Isle"). In
September  1994, the remaining 25% of Black Isle's capital  stock  was
acquired by the Company.

      In March 1994, the Company incorporated Lynton Properties, Inc.,
a New Jersey corporation and a special purpose wholly-owned subsidiary
of Lynton Jet  ("Lynton  Properties"),  in order to effect a leasehold
mortgage financing transaction.

      In  August  1995,  substantially all the  business,  assets  and
liabilities of Dollar Air  and  Black  Isle  were  transferred  to PLM
Dollar  Group  Limited ("PDG"), a company organized under the laws  of
Scotland,  in  exchange   for   50%  of  the  capital  stock  of  PDG.
Simultaneously with the consummation of the transaction, substantially
all  of  the business, assets and liabilities  of  P.L.M.  Helicopters
Limited ("PLM")  were  transferred  to PDG and the shareholders of PLM
were  issued  the  remaining 50% of the  capital  stock  of  PDG.  PDG
operates a fleet of  15  helicopters  from bases primarily in Scotland
and England, and provides helicopter support  services  for industrial
and utility applications in the United Kingdom.

      (b) Financial Information About Industry Segments

      The  Company  primarily  operates in one industry segment,  i.e.
aviation and aviation related services.

      (c) Narrative Description of Business

FLIGHT OPERATIONS

      In the United Kingdom, the  Company  through  Aviation  Limited,
performs charter and management services for corporate helicopters and
fixed  wing aircraft.  A typical management contract will require  the
Company  to  staff an aircraft with a crew and arrange for maintenance
of the aircraft  for  a  management fee.  The Company in turn charters
the  aircraft to outside customers  and  pays  to  the  owner  of  the
aircraft a percentage of the revenues received.  The Company currently
operates   7   helicopters  and  4  fixed  wing  aircraft  under  such
arrangements.  Contracts  for  management  and general services may be
canceled on a short-term basis. Management believes  that  the loss of
any  single  management  contract  or  charter  customer in the United
Kingdom would not have a material adverse effect on the Company.

      Also  in  the  United Kingdom, PDG, which is 50%  owned  by  the
Company, performs helicopter  support  services  for the construction,
fish  farming,  forestry, mining and oil industries  and  for  various
utilities.  These  services  are primarily provided to companies under
short and medium term contracts. PDG currently owns 9 aircraft and has
an additional 6 aircraft under short term lease arrangements.

      In the United States, the  Company  performs aircraft management
services through its subsidiaries Lynton Services and Lynton Aviation.
Lynton  Jet  and  HM Industries are parties to  an  agreement  whereby
Lynton  Aviation  provides   aircraft   management  services  for  one
helicopter and three fixed wing aircraft  owned  by HM Industries. The
Company  is  required  to  provide  fueling,  catering and  accounting
services.  This agreement may be canceled upon  60  days  notice by HM
Industries.

MAINTENANCE OPERATIONS

      The  Company  operates  two  helicopter  maintenance  facilities
through its subsidiaries EHL, located in Denham, Middlesex, outside of
London,  England  and Ramapo, located at Morristown Municipal Airport,
Morristown, New Jersey.   The principal maintenance activities consist
of routine and major helicopter  maintenance,  component overhaul, and
aircraft parts sales.

<PAGE>



      EHL is one of a few facilities in the United Kingdom licensed by
the Civil Aviation Authority ("CAA") as a Repair  Station  entitled to
maintain,   overhaul   and   repair  helicopters.   EHL's  maintenance
operations  are  based  in  part  on  a  certificate  from  Eurocopter
Corporation for helicopters produced by it.  These certificates are of
indefinite duration but are subject  to  cancellation,  suspension  or
revocation  if,  in  the  case  of the manufacturer's certificate, EHL
fails to provide satisfactory maintenance  facilities  and  levels  of
service  or,  in  the  case  of the CAA certificate, EHL fails to meet
Joint   Airworthiness  Requirements   as   mandated   by   the   Joint
Airworthiness  Authorities  of the European community and administered
by the CAA.  EHL currently meets all requirements for both the CAA and
the manufacturer's certificates.  Management believes that the loss of
any of the foregoing certificates or  licenses  could  have a material
adverse effect on the Company.

      Ramapo  is  one  of  numerous  facilities  in the United  States
licensed by the Federal Aviation Administration ("FAA")  as  a  Repair
Station  entitled  to  maintain,  overhaul  and  repair all helicopter
models with a gross weight under 12,500 pounds.  Ramapo's  maintenance
operation    is    based   in   part   on   certificates   from   Bell
Helicopter/Textron  which   cover  most  Bell  model  helicopters  and
certificates from American Eurocopter  Corporation  for  the AS350 and
AS355  Series  helicopters.   These  certificates  are  of  indefinite
duration but are subject to cancellation, suspension or revocation if,
in the case of the manufacturers' certificate, Ramapo fails to provide
satisfactory maintenance facilities and levels of service or,  in  the
case  of the FAA certificate, Ramapo fails to meet FAA maintenance and
employment  requirements.  Ramapo currently meets all requirements for
both the FAA  and  manufacturers'  certificates.   Management believes
that the loss of any of the foregoing certificates or  licenses  would
not have a material adverse effect on the Company.

      The  Company  currently  services and maintains approximately 14
helicopters and 4 fixed wing aircraft for individuals and corporations
in the New York and London regions.  Management believes that the loss
of any single maintenance customer  would  not have a material adverse
effect on the Company.

AIRCRAFT SALES OPERATIONS

      The Company, through both its United States  and  United Kingdom
subsidiaries,  performs  sales and brokerage services related  to  the
purchase and sale of corporate  helicopters  and  fixed  wing aircraft
between  owners  and  buyers  of such aircraft located throughout  the
world.  The Company will generally  receive  a  fixed  commission or a
percentage  of  the amount of such transactions from the buyer  and/or
seller of the aircraft.   The  Company  also  purchases  aircraft  for
resale in instances where it believes the aircraft may be resold at  a
profit.   For aircraft sales transactions in which the Company acts as
principal, the Company records the full sales price of the aircraft as
revenue and  the  cost  of  the  aircraft as a charge to direct costs,
resulting  in  a relatively low gross  margin  percentage.   In  other
transactions, the  Company  may act strictly as a broker and record as
revenue only the commissions on these sales transactions, generating a
relatively   high   gross  margin   percentage.    Consequently,   the
performance of these  operations  can  best  be  gauged  by  the gross
margins achieved for each period.  Gross margins generated by aircraft
sales  operations  have a material impact on the operating results  of
the Company and have  historically varied significantly from period to
period.  The level of aircraft sales transactions is, to a significant
degree, reflective of overall economic conditions.

FIXED BASE OPERATIONS

      As a result of the  Jet  Centre  Acquisition in August 1990, the
Company  through  Lynton  Jet, and (since June  1994)  through  Lynton
Properties, is engaged in the  operation  of  an  aviation  fixed base
operation ("FBO") at the Morristown Municipal Airport, Morristown, New
Jersey.   Services  performed at the FBO consist of the hangarage  and
refueling  of  aircraft   operated   primarily   by  corporate  flight
departments located in the New York/New Jersey metropolitan  area,  as
well as refueling of transient customers stopping at the airport.  The
facility  has twelve tenants with non-cancelable operating leases with
terms remaining  ranging  from one to eleven years. The loss of either
of the largest two tenants  (with leases which expire in February 2006
and June 1999 for the largest and second largest tenant, respectively)
could have a material adverse effect on the Company.

      The  Company  operates an  additional  FBO  business  out  of  a
hangar/office  facility  also  located  at  the  Morristown  Municipal
Airport, Morristown,  New  Jersey.  Services  performed are similar to
those provided at the Jet Centre. The facility  has fifteen tenants of
which seven have non-cancelable operating leases with three year terms
<PAGE>



and  the  remaining  tenants  renting  on a month to month  basis.  In
addition,  Ramapo  conducts  its  maintenance   operation   from  this
facility.

COMPETITION

      The Company generally experiences significant competition in all
areas  of  its  business  from  a number of domestic and international
competitors.

      The  Company  competes both in  the  United  States  and  United
Kingdom  with  numerous  other  organizations  which  perform  similar
services related  to  the  management, charter, and sales of corporate
helicopters and fixed wing aircraft, some of which are larger than the
Company in terms of the number  of  aircraft under management and some
of which have greater financial resources  than  those of the Company.
Competition  in  the industry is principally affected  by  quality  of
service and price.   The  Company  has,  in the opinion of management,
maintained  a  reputation  for excellent service  in  the  management,
charter, and sales of aircraft  and has remained price competitive for
the comparative level of service.

      The Company's maintenance operations  in  the  United States and
United   Kingdom   each   compete   with   several  other  maintenance
organizations within their geographic regions, ranging from small sole
proprietorships to larger facilities, several of which are as large or
larger than the Company in terms of the number  of  helicopters  under
maintenance,  several  of  which have greater financial resources than
those of the Company, and most  of  which  compete with the Company in
its  major  services.  In addition, the manufacturers  themselves  and
certain  corporate  aircraft  owners  operate  their  own  maintenance
facilities.   Competition  in  the  industry is principally based upon
price  and  the quality of the services  provided.   The  Company  has
remained price  competitive  and  in  the  opinion  of  management has
historically maintained a reputation for excellence in its maintenance
work.

      The  Company's  FBO operation competes with two other  FBO's  at
Morristown Municipal Airport,  Morristown,  New  Jersey,  as  well  as
numerous  FBO's  located  at  several airports within the New York/New
Jersey  metropolitan  region.   Competition   consists   primarily  of
obtaining tenants for the facility and attracting transient  customers
to  use  the  facility primarily for refueling.  Many of the Company's
competitors are  as  large or larger than the Company and several have
financial resources as great or greater than the Company.  Competition
in the industry is principally  based  upon  price  and the quality of
accommodation and service at the facility.  The Company  has  remained
price  competitive  with  the other FBO's in the area and has, in  the
opinion of management, maintained a level of accommodation and service
that is as good or better than its competitors.

BACKLOG

      The Company, through Aviation Limited and EHL, have entered into
contracts to provide certain  aviation  support services to customers.
Such  contracts  expire  at  various dates in  fiscal  1996  and  have
provisions which allow for early termination on a short-term basis.

      A portion of the Jet Centre's operating revenue is obtained from
tenants  through rental payments  provided  for  under  non-cancelable
operating leases.  The leases typically provide for guaranteed minimum
rentals and  other  charges to cover certain operating costs in excess
of base amounts.

      The following is  a  schedule  of minimum future rentals on non-
cancelable operating leases as of September  30,  1995  (thousands  of
dollars):

<TABLE>
<CAPTION>
<S>                   <C>  
1996                           $2,722
1997                            2,603
1998                            2,433
1999                            1,979
2000                            1,472
Thereafter                      5,889
Total                         $17,098
</TABLE>






<PAGE>



GOVERNMENT REGULATION

      The  Company  is subject to the jurisdiction of the FAA in the
United States and the  CAA  in  the  United  Kingdom  related to its
authorization to operate aircraft maintenance facilities  and to the
CAA  in  the  United  Kingdom  to  operate  as  an  air carrier.  No
assurance can be given that the authorizations mentioned  above will
be maintained in the future.  Management believes that the  loss  of
the  above  mentioned  authorization  in the United States would not
have a material adverse effect on the Company  while the loss of any
of the United Kingdom authorizations could have  a  material adverse
effect on the Company.

HAZARDS AND INSURANCE

      The operation of helicopters and fixed wing aircraft  involves
a  substantial  level  of risk.  Hazards such as aircraft accidents,
collisions  and fire are  inherent  in  the  providing  of  aviation
services and may result in losses of life, equipment and revenues.

      The Company  maintains  insurance  of  types  customary to the
aviation  services  industry and in amounts deemed adequate  by  the
Company to protect the  Company  and  its  property.  These policies
include  aircraft liability, aviation spares/equipment,  all  risks,
hull, products  liability,  hangar  keepers  liability, property and
casualty, automobile and workers' compensation.  The Company has not
experienced significant difficulty in obtaining  insurance  and  has
not  incurred  any  insured  losses  in  excess  of its property and
liability coverage.  While the Company believes that  its  insurance
coverage  is  adequate for its operations, there can be no assurance
that such insurance  coverage  is now, or will be, adequate to cover
any  claims  to  which it may be subject  or  that  such  levels  of
insurance may be obtained at comparable rates in the future.

PERSONNEL

      In addition  to  its principal officers, the Company presently
has approximately 41 employees  in the United States,  approximately
55  employees  in  the  United Kingdom,  consisting  principally  of
managers,  pilots,  mechanics,   aviation   services  personnel  and
administrative staff and which are primarily employed on a full time
basis.

ITEM 2. PROPERTIES
        ----------  

      The  Company  operates  the  Jet Centre business  out  of  the
Company's  hangar/office facility of  approximately  132,000  square
feet, owned  by  the  Company,  located  at the Morristown Municipal
Airport,  Morristown, New Jersey, on a site  leased  pursuant  to  a
ground lease with an initial term expiring on  December 31, 2010 and
with options  to  extend  the  term of the lease for five additional
terms of five years each.  The rental  payments  due under the lease
are  generally  based  upon  increases in the consumer  price  index
through the year 2020 and based  upon  fair market value thereafter.
The  Company  maintains  its executive offices  at  the  Jet  Centre
facility.

      The Company expanded its FBO business in the fiscal year ended
September 30, 1995 with the  lease  of  an  additional  facility  of
approximately   36,000  square  feet  at  the  Morristown  Municipal
Airport, Morristown,  New  Jersey,  on a site leased with an initial
term  expiring  on  May 31, 1998. Ramapo  conducts  its  maintenance
operation from this facility.

      The Company  operates Aviation Limited and EHL principally out
of a hangar facility  of approximately 20,000 square feet located in
Denham, Middlesex, which  is  located outside of London.  The hangar
is owned by the Company and is  located on a site leased pursuant to
a  ground lease which expires in 2012.   In  addition,  the  Company
leases on a month-to-month basis office space of approximately 2,000
square  feet  from  a company which is wholly-owned by the Company's
Chief Executive Officer.

      Management believes that the current facilities are sufficient
to operate the Company's business at its current level.






<PAGE>



ITEM 3. LEGAL PROCEEDINGS
        -----------------  

      There are no material  pending  legal proceedings to which the
Company is a party or to which any of its property is subject.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        ---------------------------------------------------

      No  matter  was submitted during the  fourth  quarter  of  the
fiscal year covered by this report to a vote of security holders.





<PAGE>



                              PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
        -------------------------------------
        AND RELATED STOCKHOLDER MATTERS
        -------------------------------

      (a) The Company's  Common  Stock  is traded, effective October
20, 1995, in the over-the-counter market  and is quoted in the "pink
sheets"  promulgated  by  the National Quotation  Bureau,  Inc.  and
listed  on the OTC Bulletin  Board.  Until  October  20,  1995,  the
Company's  Common  Stock  was  listed on the Nasdaq Small-Cap Market
under the symbol "LYNG".

      The following chart sets forth  the  range of the high and low
bid  quotations  for  the  Company's Common Stock  for  each  period
indicated (adjusted to give effect for the one-for-six reverse stock
split  in  June  1994).   The quotations  represent  prices  between
dealers and do not include retail markups, markdowns, commissions or
other adjustments and may not represent actual transactions.
<TABLE>
<CAPTION>
                                                        BID PRICES
PERIOD                                          HIGH               LOW
<S>                                      <C>                <C>
Fiscal year ended September 30, 1994:
    Oct. 1, 1993 to Dec. 31, 1993                     6-3/4             3-3/4
    Jan. 1, 1994 to March 31, 1994                    4-1/2             3-3/4
    April l, 1994 to June 30, 1994                    3-3/4             1-5/8
    July 1, 1994 to Sept. 30, 1994                    1-5/8               3/4
Fiscal year ended September 30, 1995:
    Oct. 1, 1994 to Dec. 31, 1994                     15/16               7/8
    Jan. 1, 1995 to March 31, 1995                   1-7/16             15/16
    April l, 1995 to June 30, 1995                    1-1/8               3/4
    July 1, 1995 to Sept. 30, 1995                      3/4               1/8
</TABLE>

      (b) As of December 15,  1995,  there  were  approximately  525
record  holders of the Company's Common Stock.  At October 20, 1995,
the closing  bid price for the Company's Common Stock was 1/8. Since
such date there  have  been  no available bid and ask prices for the
Company's Common Stock.

      (c) The Company has never  declared  any cash dividends on its
Common Stock and does not anticipate declaring cash dividends in the
foreseeable future. Additionally, under the  terms  of the Company's
Credit  Agreement  with HM Holdings, the Company is restricted  from
declaring dividends  during  the  term of such agreement without the
prior consent of HM Holdings.  Such  consent  has been received from
HM  Holdings  to  permit  the payment of dividends  related  to  the
Company's Series C Convertible  Preferred  Stock  and  the  Series D
Preferred  Stock.   (See  "Management's  Discussion and Analysis  of
Financial Condition and Results of Operations").

ITEM 6. SELECTED FINANCIAL DATA
        -----------------------
        (000'S EXCEPT EARNINGS PER SHARE)
        ---------------------------------
<TABLE>
<CAPTION>
                               Fiscal year ended September 30: (1)
                    1995          1994         1993        1992        1991
<S>             <C>           <C>           <C>         <C>         <C>
Revenue               $33,638       $33,093     $25,771     $21,493     $25,537
Net (loss)            (2,320)       (1,397)         119     (1,792)       (846)
income
Net loss per           (1.30)         (.81)       (.01)      (1.73)       (.84)
common share
(2)
Working capital       (2,748)       (3,790)     (2,210)     (2,841)     (1,362)
(deficit)
Total assets           23,923        31,736      25,189      27,210      29,545
Long term debt         17,411        18,332      15,378      18,941      19,413
</TABLE>

(1)   This table should be read in conjunction  with  Part  I,  Item
1(a)  for information on historical acquisitions of the Company, and
in  conjunction  with  the  Consolidated  Financial  Statements  and
related notes thereto.
(2)   Adjusted  for  the one-for-six reverse stock split effected in
June  1994 and the one-for-five  reverse  stock  split  effected  in
August 1991.





<PAGE>



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        -------------------------------------------------
        CONDITION AND RESULTS OF OPERATIONS
        -----------------------------------

RESULTS OF OPERATIONS

        The table below sets forth operating results information for
each of the Company's operations and on a consolidated basis for the
three years ended September 30, 1995 (thousands of dollars):

<TABLE>
<CAPTION>
                                      YEAR ENDED SEPTEMBER 30,
                               1995              1994              1993
<S>                         <C>            <C>              <C>
Flight operations revenues      $13,036          $12,954             $13,759
- historical operations
   Gross margin                  $1,277             $759              $1,212
   Gross margin %                  9.8%             5.9%                8.8%
Flight operations revenues       $4,875           $6,722
- Dollar Air
   Gross margin                    $205             $899
   Gross margin %                  4.2%            13.4%
Maintenance operations           $5,290           $4,502              $5,179
revenues
   Gross margin                    $848             $879                $813
   Gross margin %                 16.0%            19.5%               15.7%
Aircraft sales operations        $3,288           $2,526                $930
revenues
   Gross margin - prior to
    writedown of aircraft          $488             $616                $535
    held for resale
   Writedown of aircraft              -              180                   -
    held for resale
   Gross margin - net              $488             $436                $535
   Gross margin %                 14.8%            17.3%               57.5%
Fixed base operations            $6,702           $6,288              $5,841
revenues
   Gross margin                  $2,678           $2,589              $2,523
   Gross margin %                 40.0%            41.2%               43.2%
Other net revenues                 $447             $101                 $62
Consolidated revenues           $33,638          $33,093             $25,771
Consolidated direct costs        27,695           27,430              20,626
Consolidated gross margin         5,943            5,663               5,145
   Selling, general &             3,823            4,006               2,745
    administrative expenses
   Depreciation                     933            1,072                 885
   Amortization of goodwill         200              221                 127 
    & intangible assets
   Writedown of goodwill          1,338                -                   -
Operating (loss) income           (351)              364               1,388
   Amortization of debt             139              135                  88
    discount & issuance costs
   Interest expense               1,772            1,432               1,171
   Equity in earnings of             58                -                   -
    jointly-owned company
(Loss) income before tax        (2,320)          (1,203)                 129
provision and extraordinary
item
   Income tax provision               -               28                  10
(Loss) income before            (2,320)          (1,231)                 119
extraordinary item
  Extraordinary item -                -              166                   -
   Charges related to early
   extinguishment of debt
Net (loss) income              $(2,320)         $(1,397)                $119
</TABLE>

      The  following  discussions  of  results of operations for the
Company  include  results of operations for  United  Kingdom  ("UK")
subsidiaries translated  from  pounds  sterling  ("sterling")  to US
dollars  at  the  average  rate  of  exchange  during the respective
<PAGE>



periods.  The average value of sterling increased  by  approximately
5%  in  fiscal  1995  compared  to  fiscal  1994  and  increased  by
approximately 1% in fiscal 1994 compared to fiscal 1993.  The effect
on consolidated results of operations resulting from changes  in the
exchange  rate  of  sterling as compared to a constant exchange rate
from  period to period  has  been  to  report  higher  revenues  and
expenses  for  UK  subsidiaries when the value of sterling increased
and to report lower  revenues  and expenses for UK subsidiaries when
the  value of sterling decreased.   Fluctuations  in  the  value  of
sterling  will  continue  to  have  an  effect  on  the  results  of
operations  for  UK  subsidiaries  as reported in US dollars and the
resulting consolidated results of operations for the Company.

1995 COMPARED TO 1994

      Revenues for fiscal 1995 increased  to $33,638,000 as compared
to revenues in fiscal 1994 of $33,093,000,  an  increase of $545,000
or  1.6%.   This  increase  consists  of  increased  revenues   from
maintenance operations of $788,000, from aircraft sales of $762,000,
from  fixed  base  operations of $414,000 and the excess of proceeds
from insurance policies  over  book  value  on  aircraft involved in
accidents and rendered unservicable of $447,000,  offset  by reduced
revenues from the operations of Dollar Air Services Limited ("Dollar
Air") of $1,847,000 (see discussion of each operational area below).

      The  Company  reported  an  operating loss for fiscal 1995  of
$351,000  as compared to operating income  of  $365,000  for  fiscal
1994, a decrease  of  $716,000.  This change resulted primarily from
the  writedown  in  fiscal   1995  of  the  carrying  value  of  the
unamortized  goodwill  arising on  the  acquisition  of  Dollar  Air
amounting to $1,338,000, partly offset by increased operating income
from the Company's UK flight operations. Included in fiscal 1995 was
a charge of $263,000 for  the  loss  sustained  on  the  sale  of  a
Company-owned  aircraft  which  was  sold in that year. In 1994, the
Company had reclassified this aircraft from fixed assets to aircraft
held for resale and had recorded a charge  of $180,000 to reduce its
carrying value to estimated fair market value.

      Interest expense for fiscal 1995 increased  to  $1,772,000  as
compared  to  $1,432,000 for fiscal 1994, an increase of $340,000 or
23.7%.  This increase  primarily represents increased interest rates
paid on outstanding levels  of  borrowing, as well as an increase in
indebtedness to HM Holdings of $500,000 from October 1994.

      In August 1995, substantially  all  the  business,  assets and
liabilities  of  Dollar  Air  were  transferred  to PLM Dollar Group
Limited  ("PDG"), in exchange for 50% of the capital  stock  of  PDG
(see details  below). In connection with this transfer, the carrying
value of the unamortized  goodwill  arising  from the acquisition of
Dollar  Air  was  written  off  in  fiscal  1995  and   amounted  to
$1,338,000.

      The  Company had a net loss of $2,320,000 for fiscal  1995  as
compared to a net loss of $1,397,000 for fiscal 1994, an increase in
loss of $923,000.   The  primary  causes  for this increase were the
writedown of the carrying value of unamortized  goodwill  in  Dollar
Air,  increased  operating  losses  and associated interest costs of
Dollar Air, partially offset by increased  operating  income for the
Company's UK flight operations.

      The   Company's  ability  to  improve  earnings  is  primarily
dependent on  the  enhancement  of  revenues  and  margins  from its
operations.   The  performance  of  each  operation  is  affected by
different market conditions and varies as to stability and degree of
predictability.   Below  is  a  discussion  of each of the Company's
operating  areas and the factors which have historically,  and  will
continue, to affect performance.

FLIGHT OPERATIONS

      Revenues  from  flight operations overall increased by $82,000
for fiscal 1995 as compared  to  fiscal  1994.  Increases  in  lower
margin  management revenues in the US of $685,000 from HM Industries
were offset  by  reduced revenue levels at the remaining operations.
Gross  margin levels  and  percentages  increased  as  a  result  of
improvements  in  the  UK  operations  in  the  areas  of management
contract margins, cost reductions put into effect and elimination of
operational costs for fixed wing aircraft owned by the Company.  The
performance  of  these operations has been and will continue  to  be
primarily affected  by  demand  for  both  helicopter and fixed wing
charter within the UK market and between the  UK  and  international
destinations.   Such  demand  may vary significantly from period  to
period.
<PAGE>



      Flight operations for Dollar  Air  decreased  by $1,847,000 or
27.5%,  primarily  due  to  the cessation of operations in  overseas
locations. During the first quarter  of  fiscal  1995,  two  of  the
aircraft  owned  and operated by Dollar Air in Peru were involved in
accidents  and  rendered   unserviceable.   Revenues   from   flight
operations  for  the  year  were  reduced as a result. The excess of
proceeds from insurance policies over  book  value on these aircraft
amounted to $447,000 and is shown as other net revenues for the year
ended  September  30, 1995. Gross margins were reduced  by  $694,000
primarily as a result  of  reduced  activity  levels as well as from
costs incurred in the discontinuance of the Company's  operations in
overseas locations.

      In  August  1995,  substantially all the business, assets  and
liabilities  of Dollar Air  was  transferred  to  PLM  Dollar  Group
Limited ("PDG"),  in  exchange  for 50% of the capital stock of PDG.
Simultaneously   with   the  consummation   of   this   transaction,
substantially all of the  business, assets and liabilities of P.L.M.
Helicopters  Limited  ("PLM"),  were  transferred  to  PDG  and  the
shareholders of PLM were  issued  the  remaining  50% of the capital
stock of PDG. PDG is a company which was formed for  the  purpose of
effecting   these   transactions.    PDG  operates  a  fleet  of  15
helicopters  from  bases  primarily  in Scotland  and  England,  and
provides  helicopter  support services for  industrial  and  utility
applications  in  the United  Kingdom.  Accordingly,  the  operating
results set forth above  reflect  consolidated operating results for
Dollar Air, which was acquired in January  1994, for the nine months
ended September 30, 1994 and for the eleven  months ended August 31,
1995. The Company's 50% share in the operating  results  of  PDG for
the  one  month  ended September 30, 1995 have not been consolidated
but are shown under  equity  in  jointly-owned company. The carrying
value of the unamortized goodwill  arising  on  the  acquisition  of
Dollar  Air  was  written  off  in  fiscal  1995  in  the  amount of
$1,338,000.


MAINTENANCE OPERATIONS

      Revenues from maintenance operations increased by $788,000  in
fiscal  1995  as  compared  to  fiscal  1994,  primarily  due  to an
increased  volume of maintenance sales related to customer aircraft.
Gross margin  percentage  from  these  operations declined in fiscal
1995   as   compared   to  fiscal  1994  due  to  increased   market
competitiveness in the helicopter  maintenance  area.  Revenues from
maintenance operations are affected by the level  of  the  Company's
flight operations, which impact on the maintenance requirements  for
the  Company's  operational  aircraft,  thereby  reducing  available
capacity for maintenance of customer aircraft.

AIRCRAFT SALES OPERATIONS

      Revenues  from aircraft sales operations increased by $762,000
in fiscal 1995 as compared to fiscal 1994.  Significant fluctuations
in  revenues  and  gross  margin  percentages  from  aircraft  sales
operations may occur  from  period to period based upon the role the
Company takes in such transactions  in  which  it  is  involved. For
aircraft sales transactions in which the Company acts as  principal,
the Company records the full sales price of the aircraft as  revenue
and  the cost of the aircraft as a charge to direct costs, resulting
in a relatively low gross margin percentage.  In other transactions,
the Company  may act strictly as a broker and record as revenue only
the commissions on these sales transactions, generating a relatively
high gross margin  percentage.   Consequently,  the  performance  of
these  operations  can  best be gauged by the gross margins achieved
for  each  period.   Gross  margins   generated  by  aircraft  sales
operations have a material impact on the  operating  results  of the
Company  and  have historically varied significantly from period  to
period.   The  level   of  aircraft  sales  transactions  is,  to  a
significant degree, reflective of overall economic conditions.

FIXED BASE OPERATIONS

      Revenues from fixed  base  operations increased by $414,000 or
6.6% in fiscal 1995 as compared to  fiscal  1994.   This  change  is
primarily  attributable  to  an  increase  in  the  level  of tenant
occupancy  and  fuel  sales  volume  at  the  Company's  fixed  base
operation  in  Morristown,  New  Jersey.   The  performance of these
operations to a significant degree is based upon the level of tenant
occupancy with tenant leases ranging in term from  less  than a year
to  twelve years.  High occupancy level for such facilities  in  the
New York/New  Jersey  metropolitan  area  has  allowed the financial
performance of these operations to consistently  improve  during the
last  several  years.   Management  anticipates  that  the financial
performance of these operations will continue to improve  in  fiscal
1996.
<PAGE>



1994 COMPARED TO 1993

      Revenues  for fiscal 1994 increased to $33,093,000 as compared
to revenues in fiscal 1993 of $25,771,000, an increase of $7,322,000
or 28.4%.  This increase  consisted  of revenues from the operations
of Dollar Air of $6,722,000 for the period subsequent to its date of
acquisition  and increased revenues from  the  Company's  operations
existing  prior  to  the  acquisition  of  Dollar  Air  ("historical
operations")  of $600,000.  The increase in revenues from historical
operations represents  increased  revenues  from  aircraft sales and
fixed  base  operations  offset by reduced revenues from  historical
flight and maintenance operations.

      Operating income for  fiscal  1994  decreased  to  $364,000 as
compared  to  $1,388,000  for fiscal 1993, a decrease of $1,024,000.
This change resulted primarily  from  reductions in operating income
of approximately $489,000 from the Company's  historical  UK  flight
operations  and operating losses of approximately $343,000 from  the
acquired  operations   of  Dollar  Air.  Additionally,  the  Company
recorded a charge of $180,000  in fiscal 1994 to reduce to estimated
fair market value the carrying value  of an aircraft the Company has
reclassified  from  fixed assets to aircraft  held  for  resale  and
subsequently sold in 1995.

      Interest expense  for  fiscal  1994 increased to $1,432,000 as
compared to $1,171,000 for fiscal 1993,  an  increase of $261,000 or
22.3%.   This  increase  primarily  represents  the  interest  costs
associated  with  the Debentures issued by the Company  in  December
1993  (see Liquidity  and  Capital  Resources).   The  net  proceeds
obtained  from  this  borrowing  of  approximately $2.2 million were
primarily used for the acquisition and  related  costs of Dollar Air
and to reduce balances outstanding under credit facilities of Dollar
Air.

      In  fiscal  1994,  the  Company  refinanced a portion  of  its
indebtedness to HM Holdings with the proceeds from the issuance of a
$9.0 million Mortgage Note (see Liquidity  and  Capital  Resources).
In  connection  with  this  transaction,  the  Company  recorded  an
extraordinary  charge  of  $166,000  representing  that  portion  of
unamortized   debt  discount and issuance costs associated with  the
repaid indebtedness.

      The Company had  a  net  loss of $1,397,000 for fiscal 1994 as
compared to net income of $119,000  for  fiscal  1993, a decrease in
earnings  of  $1,516,000.   The  primary causes for this  change  in
earnings were the decreased operating  income  for  the Company's UK
flight operations, operating losses and associated interest costs of
Dollar Air and charges related to the writedown of aircraft  and the
refinancing of debt.

      The   Company's  ability  to  improve  earnings  is  primarily
dependent on  the  enhancement  of  revenues  and  margins  from its
operations.   The  performance  of  each  operation  is  affected by
different market conditions and varies as to stability and degree of
predictability.   Below  is  a  discussion  of each of the Company's
operating  areas and the factors which have historically,  and  will
continue, to affect performance.

FLIGHT OPERATIONS

      Revenues   from  historical  flight  operations  decreased  by
$805,000  for  fiscal   1994   as  compared  to  fiscal  1993.   The
performance of these operations  for  fiscal  1994  was  hindered by
reduced  demand  for the Company's fixed wing charter services  into
Russia and Eastern European countries.  Gross margin percentages for
these operations decreased  due  to the allocation of the fixed cost
associated with these operations over  a  lower revenue base and the
mix of revenues in fiscal 1994 which included  an  increase in lower
margin management revenues of approximately $1.0 million offset by a
decrease  in  higher  margin charter revenues of approximately  $1.8
million.

      In the second quarter  of  fiscal  1994,  Dollar  Air began to
provide  support  services  in  Venezuela to certain geological  and
mineral exploration companies.  The  financial  performance  of this
operation  failed  to meet expectations due primarily to competition
and regulatory and administrative  barriers  within  Venezuela  and,
therefore, was discontinued in June 1994.







<PAGE>



MAINTENANCE OPERATIONS

      Revenues from maintenance operations decreased by $677,000  in
fiscal  1994  as compared to fiscal 1993, primarily due to a reduced
volume of maintenance  sales  related  to  customer aircraft.  Gross
margin percentage from these operations improved  in  fiscal 1994 as
compared  to  fiscal 1993 primarily representing the effect  of  the
allocation of certain  fixed  maintenance  costs over the historical
maintenance  operations and the additional operations  initiated  in
support of Dollar Air aircraft.

AIRCRAFT SALES OPERATIONS

      Revenues   from   aircraft   sales   operations  increased  by
$1,596,000 in fiscal 1994 as compared to fiscal  1993.  As discussed
above,  significant  fluctuations  in  revenues  and  gross   margin
percentages from aircraft sales operations may occur from period  to
period based upon the role the Company takes in such transactions in
which it is involved.

FIXED BASE OPERATIONS

      Revenues  from  fixed base operations increased by $447,000 or
7.7% in fiscal 1994 as  compared  to  fiscal  1993.   This change is
primarily  attributable  to  an  increase  in  the  level  of tenant
occupancy  and  fuel  sales  volume  at  the  Company's  fixed  base
operation in Morristown, New Jersey.


LIQUIDITY AND CAPITAL RESOURCES

      At  September  30,  1995,  the  Company  had a working capital
deficit  of  $2,748,000 and stockholders' equity of  $203,000.   The
Company had net  cash provided by operating activities of $1,878,000
in fiscal 1995 compared  to net cash used in operating activities of
$921,000 in fiscal 1994.   This increase in cash flow from operating
activities  is  primarily due  to  the  disposal  of  company  owned
aircraft, reduced inventory and an increase in deferred revenue.

      The Company expects to continue meeting all of its obligations
in the coming year  by  focusing  on  its established operations and
generating additional cash funding from  the  refinancing of Company
owned  aircraft.  In  this regard, the Company recently  transferred
substantially all of the  business,  assets  and  liabilities of its
Dollar  Air  subsidiary,  which  has incurred significant  operating
losses since its acquisition in January,  1994,  to  a  newly formed
joint  venture,  PDG.  Additionally, it is not anticipated that  any
further cash investment  by  the  Company  will be required for this
joint venture. In the coming fiscal year the  Company will also seek
to restructure its debt and preferred stock obligations  in order to
reduce  its  debt  service and other fixed payment requirements  and
endeavor to raise additional  capital  through  the  sale  of equity
securities.

       Aircraft are financed primarily through short and medium term
notes  payable  to  banks  and financing companies and are generally
collateralized  by  such  aircraft.    The  Company  anticipates  no
material capital expenditures will be required in fiscal 1996.

      In December 1993, the Company completed an off-shore placement
of   $2,500,000   principal   amount  of  10%  Senior   Subordinated
Convertible Debentures due December 31, 1998 (the "Debentures").  In
January 1994, the net proceeds from this issuance of $2,186,000 were
used to acquire Dollar Air, including acquisition related costs, and
to reduce balances outstanding  under  credit  facilities  of Dollar
Air.   The  Debentures  are convertible into shares of the Company's
Common Stock at the option  of  the  holder  at  any  time  prior to
maturity at a price of $3.75 per share.  The Debentures may also  be
redeemed  by the Company at any time or from time to time commencing
July 1995,  at  the  Company's  option,  in  whole or in part at the
redemption prices (expressed as percentages of the principal amount)
ranging from 109% to 100%.  Prior to December  31  of  each  of  the
years from 1996 to 1998, inclusive, the Company has agreed to pay to
the  trustee  for the Debentures, as a sinking fund payment, cash in
the amount of 1/3  of  the  aggregate principal amount of the issued
Debentures,  provided that Debentures  converted  or  reacquired  or
redeemed by the  Company  may  be  used,  at  the  principal  amount
thereof,   to  reduce  the  amount  of  any  sinking  fund  payment.
<PAGE>



Management anticipates  that  the  initial  sinking  fund payment in
December  1996, will be provided mainly from the proceeds  generated
from the refinancing of the Company's aircraft in September 1996.

      During the period from June 30, 1995 through January 22, 1996,
the Company  was  not  in  compliance  with  the  minimum  net worth
requirements of the Debenture Agreement. As of January 23, 1996,  in
connection  with  such  requirements,  a  majority  of the debenture
holders agreed to waive any and all such net worth requirements  for
fiscal  1995  and  1996  and  the  first  quarter of fiscal 1997. No
assurances can be given as to the Company's  ability  to meet future
net  worth  requirements  under  the  Debenture  Agreement  or  that
additional waivers will be received at appropriate times.

      In  June  1994,  Lynton  Properties, Inc., an indirect wholly-
owned subsidiary of the Company  ("Lynton  Properties"),  issued  to
Connecticut  Mutual  Life Insurance Company ("Connecticut Mutual") a
$9,000,000 mortgage note at 6.69% due January 3, 2006 (the "Mortgage
Note") with scheduled  monthly  payments  of principal and interest.
The Mortgage Note is secured by a Leasehold  Mortgage  and  Security
Agreement and an Assignment of Leases and Rents on a lease between a
certain tenant and Lynton Properties relating to a hangar and office
facility located at the Lynton Jet Centre.

      Pursuant  to  a Credit Agreement, as amended, entered into  in
August 1990 (the "Credit  Agreement"), HM Holdings, Inc. an indirect
wholly-owned subsidiary of  Hanson PLC ("HM Holdings"), had provided
secured debt financing in the aggregate amount of $17,000,000 to the
Company and Lynton Jet Centre,  Inc.,  a  wholly-owned subsidiary of
the  Company  ("Lynton  Jet").  Specifically,  in  August  1990,  HM
Holdings made a $2,000,000  term  loan  to the Company (the "Company
Term Loan"), a $10,800,000 term loan to Lynton  Jet (the "Lynton Jet
Term Loan") and provided a $4,200,000 revolving credit  facility  to
Lynton  Jet  (the  "Revolving  Credit  Loan"  and, together with the
Company  Term  Loan and the Lynton Jet Term Loan,  collectively  the
"Loans").  In connection  with  the  issuance  of the Mortgage Note,
$8,000,000  of  the  net  proceeds  therefrom  were applied  to  the
repayment of the Loans.  As a result, the Company Term Loan has been
repaid in full, the principal payments on the Lynton  Jet  Term Loan
have  been  made  through  the  remaining  payment of $2,906,000 due
September  30,  1997, and the principal amount  outstanding  on  the
Revolving Credit  Loans  was  reduced  with  the  proceeds  from the
Mortgage  Note  to  $3,000,000  which  shall be due on September 30,
1997.   At  September  30, 1995, the amount  outstanding  under  the
Revolving  Credit  Loan  was   the   maximum  allowable  balance  of
$3,200,000.  Additionally, in October  1994,  HM Holdings loaned the
Company $500,000 under an additional revolving  credit loan which is
also repayable on September 30, 1997.

      The Loans, as amended, are secured by all of the capital stock
of Lynton Jet and the Company's other domestic subsidiaries  and 65%
of  the capital stock of the Company's foreign subsidiaries as  well
as certain  of  the assets and properties of the Company and each of
its  domestic  subsidiaries,  including  a  leasehold  mortgage  and
assignment  of  certain  rents  on  the  Jet  Centre  facility.   In
addition, the Company's  domestic  subsidiaries  have guaranteed the
full and prompt payment of the Loans.

      The  Credit  Agreement with HM Holdings, as amended,  requires
prepayment of the Loans with the proceeds of certain asset sales and
sales of stock by the  Company, and requires prepayment of the Loans
in the amount of any excess  cash flow, as defined by the agreement,
after the first $1,000,000 thereof.   The  Company  is restricted by
the terms of the Credit Agreement with HM Holdings, as amended, from
additional mergers or acquisitions and from issuing debt  or  equity
securities  beyond  specified levels.  The Credit Agreement contains
certain negative, affirmative  and financial covenants and financial
reporting requirements.  During  fiscal  1994, HM Holdings consented
to  the Company's placement of the Debentures,  the  acquisition  of
Dollar  Air  and  the  issuance  of the Mortgage Note to Connecticut
Mutual.

      On January 12, 1995, in connection  with the minimum net worth
requirements under the Credit Agreement, HM Holdings agreed to waive
any and all such net worth requirements for fiscal 1994, fiscal 1995
and  the  first  quarter  of  fiscal 1996. On January  5,  1996,  in
connection with these requirements,  HM Holdings agreed to waive any
and all such net worth requirements for the remainder of fiscal 1996
and  the  first  quarter of fiscal 1997.  Beginning  in  the  second
quarter of fiscal  1997,  the  Company  will  again  be  required to
maintain a minimum net worth as specified in the Credit Agreement of
$4,000,000.  In  addition  the  Company has received waivers of  the
interest coverage ratio requirements  under the Credit Agreement for
each quarter of the fiscal years ended  September 30, 1995 and 1996.
<PAGE>



No  assurances  can  be given as to the Company's  ability  to  meet
future net worth and interest  coverage ratio requirements under the
Credit Agreement or that additional  waivers  will  be  received  at
appropriate times.

      The Company has 1,000 shares of Series C Convertible Preferred
Stock  and 2,000 shares of Series D Preferred Stock outstanding as a
result of  a  financing  transaction effected in December 1992.  The
Company paid total dividends of $214,000 related to the Series C and
Series D Preferred Stocks during fiscal 1995.

      The   Company   has  unused   federal   net   operating   loss
carryforwards at September  30,  1995  of  approximately $3,301,000,
which expire through September 30, 2009.  As  a  result  of  the Jet
Centre  acquisition  and  the  related  issuance  of a warrant to HM
Holdings, utilization of approximately $1,500,000 of  the  Company's
net  operating loss carryforwards is substantially restricted  under
Section  382  of  the  Internal  Revenue  Code  of 1986, as amended.
Future   realization   of   the   restricted   net  operating   loss
carryforwards  will  be  limited  annually  to  an amount  generally
calculated  by  multiplying  the  value  of the Company  immediately
preceding the issuance of the warrant to HM Holdings in August 1990,
by the long-term tax exempt rate at that date.

      Inflation  has  not  significantly  impacted   the   Company's
operations.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
        --------------------------------------------------------

      The  financial  information  required  by  Item  8 is included
elsewhere in this report (see Part IV, Item 14).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON  ACCOUNTING
        ------------------------------------------------------------
        AND FINANCIAL DISCLOSURE
        ------------------------

      None






<PAGE>



                              PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
         --------------------------------------------------

      There  is  incorporated by reference herein information  which
will be contained  in the Registrant's definitive proxy statement to
be filed within 120  days of the Registrant's year end in connection
with the 1996 Annual Meeting of Stockholders.

ITEM 11. EXECUTIVE COMPENSATION
         ----------------------

      There is incorporated  by  reference  herein information which
will be contained in the Registrant's definitive  proxy statement to
be filed within 120 days of the Registrant's year end  in connection
with the 1996 Annual Meeting of Stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         ---------------------------------------------------
         MANAGEMENT
         ----------

      There  is  incorporated by reference herein information  which
will be contained  in the Registrant's definitive proxy statement to
be filed within 120  days of the Registrant's year end in connection
with the 1996 Annual Meeting of Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

      There is incorporated  by  reference  herein information which
will be contained in the Registrant's definitive  proxy statement to
be filed within 120 days of the Registrant's year end  in connection
with the 1996 Annual Meeting of Stockholders.






<PAGE>



                              PART IV
                              -------

ITEM  14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES,  AND
          ----------------------------------------------------------
          REPORTS ON FORM 8-K
          ------------------- 

(a) (1)(2) Consolidated Financial Statements and Financial Statement
Schedules.

      The  Consolidated  Financial Statements and Schedules filed as
part  of  this  report  are listed  in  the  Index  to  Consolidated
Financial Statements and  Schedules  annexed  hereto and made a part
hereof.

(a) (3) Exhibits.

      3.1   Registrant's restated certificate of incorporation (7)

      3.2   Registrant's by-laws1(1)

      4.1   Certificate of Designations of Series C Convertible
            Preferred Stock and Series  D Preferred Stock with
            filing receipt (2)

      4.2   Warrant dated August 14, 1990 issued to HM Holdings,
            Inc. (3)

      4.3   Warrant dated December 22, 1992 issued to HM Holdings,
            Inc. (2)

      4.4   Warrant dated December 22, 1992 issued to HM Holdings,
            Inc. (2)

      4.5   Indenture dated as of December 21, 1993 between the
            Registrant and American Stock Transfer & Trust Company,
            as Trustee, relating to Registrant's 10% Senior
            Subordinated Convertible Debentures due December 31,
            1998, together with form of Debenture (7)

      10.1  Ground Lease for premises at Morristown Municipal
            Airport, Morristown, New Jersey (4)

      10.2  Employment Agreement dated June 1, 1993 with Christopher
            Tennant (5)

      10.3  1993 Stock Option Plan (5)

      10.4  Share Purchase Agreement dated January 13, 1994 among
            Lynton Group, Inc., Lynton Group Limited and all of the
            shareholders of Dollar Air Services Limited (6)

      21.0  Lynton Group, Inc., parent and subsidiaries (7)

      99.1  Credit Agreement dated as of August 14, 1990 (the
            "Credit Agreement") among the Registrant and Lynton Jet
            Centre, Inc., as Borrowers and Guarantors, and HM
            Holdings, Inc., as Lender (3)

      99.2  Amendment to Credit Agreement dated July 26, 1991 among
            Lynton Group, Inc., Lynton Jet Centre, Inc. and HM
            Holdings, Inc. (1)

      99.3  Second Amendment to Credit Agreement dated January 3,
            1992 among Lynton Group, Inc., Lynton Jet Centre, Inc.
            and HM Holdings, Inc. (1)

      99.4  Third Amendment to Credit Agreement dated December 22,
            1992 among Lynton Group, Inc., Lynton Jet Centre, Inc.
            and HM Holdings, Inc. (2)

      99.5  Fourth Amendment to Credit Agreement dated August 12,
            1994 among Lynton Group, Inc., Lynton Jet Centre, Inc.,
            HM Holdings, Inc. and Hanson America Inc. (7)
<PAGE>



      99.6  Recapitalization Agreement dated as of December 22, 1992
            by and among Lynton Group, Inc., Lynton Jet Centre,
            Inc., HM Holdings, Inc., Brae Group, Inc., James G.
            Niven and Task Holdings, Inc. (2)

      99.7  Warrant Purchase Agreement dated December 22, 1992
            between Lynton Group, Inc. and HM Holdings, Inc. (2)

      99.8  Stockholders' Agreement dated as of August 14, 1990 by
            and among the Registrant, HM Holdings, Inc. and
            Christopher Tennant (3)

      99.9  First Amendment to Stockholders' Agreement dated
            December 22, 1992 by and among Lynton Group, Inc., HM
            Holdings, Inc., Brae Group, Inc., James Niven and Task
            Holdings, Inc. (2)

      99.10 Note Agreement dated as of June 22, 1994 between Lynton
            Properties, Inc. and Connecticut Mutual Life Insurance
            Company relating to a $9.0 million 6.69% mortgage note
            due January 3, 2006 (7)

      99.11 Business Acquisition Agreement between Dollar Air
            Services Limited and PLM Dollar Group Limited
            _____________________


(1)   Filed as an exhibit to the Company's Annual Report on Form 10-
      K  for  the  fiscal  year  ended  September  30,   1991,   and
      incorporated by reference herein.

(2)   Filed as an exhibit to the Company's Current Report on Form 8-
      K,  dated  December  22,  1992,  and incorporated by reference
      herein.

(3)   Filed as an exhibit to the Company's Current Report on Form 8-
      K,  dated  August  14,  1990,  and incorporated  by  reference
      herein.

(4)   Filed as an exhibit to the Company's Annual Report on Form 10-
      K  for  the  fiscal  year  ended  September   30,   1990,  and
      incorporated by reference herein.

(5)   Filed as an exhibit to the Company's Annual Report on Form 10-
      K   for   the  fiscal  year  ended  September  30,  1993,  and
      incorporated by reference herein.

(6)   Filed as an exhibit to the Company's Current Report on Form 8-
      K, dated January  13,  1994,  and  incorporated  by  reference
      herein.

(7)   Filed  as  an exhibit to the Company's Current Report on  Form
      10-K  for the  fiscal  year  ended  September  30,  1994,  and
      incorporated by reference herein.

(b) Reports on Form 8-K.

            Listed  below  are  reports on Form 8-K filed during the
       last quarter of the period covered by this report:

<TABLE>
<CAPTION>
                          FINANCIAL
ITEMS                     STATEMENTS           DATE
REPORTED                  FILED                OF REPORT

<S>                       <C>                 <C>
Transfer of business,      None                September 5, 1995
assets and liabilities of
Dollar Air to PDG
</TABLE>
<PAGE>



(c) Exhibits.

            See Item 14(a)(3) above.

(d)  See  Index  to  Consolidated Financial Statements and Schedules
annexed hereto and made a part hereof.






<PAGE>



                             SIGNATURES

      Pursuant to the  requirements  of  Section  13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned  thereunto duly
authorized.

                              LYNTON GROUP, INC.
                              (Registrant)


                              By:   /S/ CHRISTOPHER TENNANT
                              Christopher Tennant,
                              President

                              Date:    1/15/96

      Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following  persons on
behalf  of  the  Registrant, and in the capacities and on the  dates
indicated:

SIGNATURE                 TITLE                         DATE



/S/ CHRISTOPHER TENNANT  President, Chief Executive      1/15/96
Christopher Tennant      Officer, Director (Principal
                         Executive Officer)


/S/ RICHARD HAMBRO      Co-Chairman of the Board         1/15/96
Richard Hambro          Director


/S/ JAMES G. NIVEN      Co-Chairman of the Board         1/15/96
James G. Niven          Assistant Treasurer, Director


/S/ MANUS O'DONNELL     Secretary, Treasurer and         1/15/96
Manus O'Donnell         Chief Financial Officer
                        (Principal Financial Officer)


/S/ NICHOLAS R. H. TOMS Assistant Secretary,             1/15/96
Nicholas R. H. Toms     Director


/S/ MARK A. ALEXANDER   Director                         1/15/96
Mark A. Alexander


/S/ GEORGE H. HEMPSTEAD, III Director                    1/15/96
George H. Hempstead, III





<PAGE>



      Lynton Group, Inc. and Subsidiaries

Index to Consolidated Financial Statements and
                   Schedules

                  September 30, 1995




                       CONTENTS


Report of Independent Auditors.................F-l

Consolidated Financial Statements

Consolidated Balance Sheets....................F-2
Consolidated Statements of Operations..........F-4
Consolidated Statements of Changes in Stockholders'
Equity.........................................F-5
Consolidated Statements of Cash Flows..........F-7
Notes to Consolidated Financial Statements.....F-8

Schedules

Report of Independent Auditors................F-26
Schedule II-Valuation and Qualifying Accounts.F-27


Schedules other than those listed above are omitted since they
are not required,  are  not  applicable  or the information is
included  in the consolidated financial statements  and  notes
thereto.







<PAGE>






                Report of Independent Auditors


The Board of Directors and Stockholders
Lynton Group, Inc.

We have audited  the  accompanying consolidated balance sheets
of Lynton Group, Inc. and  subsidiaries  as  of  September 30,
1995  and  1994,  and  the related consolidated statements  of
operations, changes in stockholders' equity and cash flows for
each of the three years  in  the  period  ended  September 30,
1995.   These  financial statements are the responsibility  of
the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our  audits in accordance with generally accepted
auditing standards.   Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements  are  free  of material misstatement.
An  audit  includes  examining,  on  a  test  basis,  evidence
supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing  the  accounting
principles  used and significant estimates made by management,
as  well  as  evaluating   the   overall  financial  statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In  our opinion, the financial statements  referred  to  above
present  fairly,  in  all  material respects, the consolidated
financial position of Lynton  Group,  Inc. and subsidiaries at
September 30, 1995 and 1994, and the consolidated  results  of
their  operations  and  their cash flows for each of the three
years in the period ended  September  30,  1995, in conformity
with generally accepted accounting principles.


                                     /s/ Ernst & Young LLP

MetroPark, New Jersey
December 21, 1995, except for the seventh
and seventeenth  paragraphs of Note 4, as
to which the dates are January 5, 1996
and January 23, 1996, respectively





<PAGE>

                     Lynton Group, Inc. and Subsidiaries

                        Consolidated Balance Sheets



<TABLE>
<CAPTION>
                                                  September 30
                                          1995                1994
<S>                                <C>                <C>
Assets
Current assets:
Cash                                         $137,322             $143,689
Accounts receivable (net of
allowance for doubtful accounts of          1,948,368            2,652,374
$22,000 in 1995 and $291,000 in
1994)
Due from affiliate                            156,396              408,775
Inventories                                 1,019,810            1,595,933
Aircraft held for resale                            -            1,593,609
Prepaids and other current assets             299,181              287,947
Total current assets                        3,561,077            6,682,327
Property, plant and equipment:
Aircraft                                    1,208,117            4,158,540
Buildings                                  14,082,497           14,077,916
Furniture and equipment                     1,137.008            1,383,637
Motor vehicles                                357,164              343,863
Leasehold improvements                        495,892              384,678
                                           17,280,678           20,348,634
Less accumulated depreciation and           3,453,387            2,991,865
amortization
                                           13,827,291           17,356,769
Due from affiliate                            191,308              191,308
Funds held in escrow                          150,000              150,000
Investment in jointly-owned                 1,201,248                    -
company
Long-term ground lease, less
accumulated amortization of                 2,051,351            2,110,096
$299,000 in 1995 and $240,000 in
1994
Goodwill, less accumulated
amortization of $396,000 in 1995            2,284,408            4,476,815
and $406,000 in 1994
Other assets and deferred charges,
less accumulated amortization of              656,257              768,967
$161,000 in 1995 and $57,000 in
1994
                                          $23,922,940          $31,736,282
</TABLE>

SEE ACCOMPANYING NOTES.




                              F-2
<PAGE>


                   Lynton Group, Inc. and Subsidiaries

                       Consolidated Balance Sheets



<TABLE>
<CAPTION>
                                                   SEPTEMBER 30
                                             1995                1994
<S>                                   <C>                 <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving credit facilities                      $240,533         $1,891,179
Notes payable to affiliate                              -             67,571
Accounts payable                                2,530,548          3,264,166
Accrued expenses                                1,419,380          2,175,823
Advances from customers                           107,199             80,571
Current portion of capital lease                   26,701             59,003
obligations
Current portion of long-term debt                 924,580          2,134,247
Deferred revenue                                1,059,904            799,978
Total current liabilities                       6,308,845         10,472,538
Obligations under capital leases                   18,487             72,012
Long-term debt                                 17,392,361         18,260,034
Deferred income taxes                                   -            197,125
Commitments and contingencies

Stockholders' equity:
Preferred Stock, authorized 3,000,000
shares:
Series C Convertible Preferred Stock
par value $.01 a share; issued and                     10                 10
outstanding 1,000 shares
Series D Preferred Stock, par value
$.01 a share; issued and outstanding                   20                 20
2,000 shares
Common Stock, par value $.30 a share:
Authorized 10,000,000 shares; issued
and outstanding 1,957,177 shares in               587,153            587,153
1995 and 1994
Additional paid-in capital                      8,321,055          8,321,055
Accumulated deficit                           (8,624,285)        (6,089,708)
Translation adjustment                           (80,709)           (83,957)
Total stockholders' equity                        203,244          2,734,573
                                              $23,922,940        $31,736,282
</TABLE>

SEE ACCOMPANYING NOTES.

                                     F-3


<PAGE>


                      Lynton Group, Inc. and Subsidiaries

                      Consolidated Statements of Operations



<TABLE>
<CAPTION>
                                         YEAR ENDED SEPTEMBER 30
                               1995             1994             1993
<S>                      <C>              <C>              <C>
Net revenue:
Flight operations             $17,911,051      $19,675,837       $13,759,361
Maintenance operations          5,290,253        4,501,643         5,178,737
Aircraft sales                  3,287,761        2,525,779           930,435
operations
Fixed base operations           6,702,505        6,288,429         5,840,262
Other                             446,751          101,800            61,877
                               33,638,321       33,093,488        25,770,672
Expenses:
Direct costs of
operations:
Flight operations              16,428,966       18,017,859        12,546,998
Maintenance and aircraft        7,242,413        5,533,472         4,760,699
sales operations
Fixed base operations           4,023,434        3,698,958         3,318,015
Writedown in value of                   -          180,000                 -
aircraft held for resale
                               27,694,813       27,430,289        20,625,712
Selling, general and            3,823,413        4,006,147         2,745,133
administrative
Depreciation                      932,603        1,071,885           885,410
Amortization of ground            200,280          220,584           126,504
lease and goodwill
Writedown of goodwill           1,338,302                -                 -
Operating (loss) income         (351,090)          364,583         1,387,913 

Amortization of debt              139,450          135,032            87,996
discount and issuance
costs
Interest expense                1,772,028        1,431,959         1,171,243
Equity in loss of                  57,585                -                 -
jointly-owned company
(Loss) income before
income tax provision and
extraordinary item            (2,320,153)      (1,202,408)           128,674 
Income tax provision                    -           28,175             9,926
(Loss) income before
extraordinary item            (2,320,153)      (1,230,583)           118,748 

Extraordinary
item-charges related to                 -        (166,000)                 -
early extinguishment of
debt
Net (loss) income             (2,320,153)      (1,396,583)           118,748

Less dividends on               (214,424)        (178,029)         (135,866)
Preferred Stocks
Net loss attributable to     $(2,534,577)     $(1,574,612)         $(17,118)
Common Stock

Average number of common        1,957,177        1,932,676         1,692,518
shares outstanding
Net loss per common               $(1.30)           $(.72)            $(.01)
share before
extraordinary item
Extraordinary item                      -            (.09)                 -
Net loss per common               $(1.30)           $(.81)            $(.01)
share
</TABLE>

SEE ACCOMPANYING NOTES.


                                     F-4


<PAGE>





         Lynton Group, Inc. and Subsidiaries

 Consolidated Statements of Changes in Stockholders'
                        Equity

        YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                     SERIES C
                    CONVERTIBLE           SERIES D
                  PREFERRED STOCK      PREFERRED STOCK      COMMON STOCK
                 SHARES    AMOUNT    SHARES    AMOUNT    SHARES    AMOUNT
<S>             <C>       <C>       <C>       <C>       <C>       <C>
Balance at                                              1,037,056 $311,117
September 30,
1992
Issuance of
Series C            1,000       $10
Convertible
Preferred Stock
Issuance of                             2,000       $20
Series D
Preferred Stock
Exercise of
warrant to                                                848,454  254,536
purchase Common
Stock
Value of stock
warrant ("New
Warrant")
issued to HM
Holdings, Inc.
Net income for
year ended
Sept. 30, 1993
Dividends on
Preferred
Stocks
Translation
adjustment at
Sept. 30, 1993
Balance at          1,000        10     2,000        20 1,885,510  565,653
September
30,1993
Issuance of
shares of
Common Stock
related to                                                 71,667   21,500
acquisition of
Dollar Air
Services
Limited and
related
minority
interest
Net loss for
year ended
September 30,
1994
Dividends on
Preferred
Stocks
Translation
adjustment at
Sept. 30, 1994
Balance at          1,000        10     2,000        20 1,957,177  587,153
September 30,
1994
Net loss for
year ended
Sept. 30, 1995
Dividends on
Preferred
Stocks
Translation
adjustment at
Sept. 30, 1995
Balance at          1,000       $10     2,000       $20 1,957,177 $587,153
September 30,
1995
</TABLE>

SEE ACCOMPANYING NOTES.


                                     F-5


<PAGE>





          Lynton Group, Inc. and Subsidiaries

  Consolidated Statements of Changes in Stockholders'
                   Equity (Continued)

         YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                      Additional                                      Total
                        Paid-In      Accumulated    Translation   Stockholders'
                        Capital        Deficit      Adjustment       Equity
<S>                 <C>             <C>           <C>            <C>
Balance at               $4,654,125  $(4,497,978)        $15,788       $483,052
September 30, 1992
Issuance of Series
C Convertible               949,990                                     950,000
Preferred Stock
Issuance of Series        1,907,980                                   1,908,000
D Preferred Stock
Exercise of warrant
to purchase Common          597,040                                     851,576
Stock
Value of stock
warrant ("New                89,670                                      89,670
Warrant") issued to
HM Holdings, Inc.
Net income for year                       118,748                       118,748
ended Sept. 30,
1993
Dividends on                            (135,866)                     (135,866)
Preferred Stocks
Translation                                             (88,078)       (88,078)
adjustment at Sept.
30, 1993
Balance at                8,198,805   (4,515,096)       (72,290)      4,177,102
September 30, 1993
Issuance of shares
of Common Stock
related to
acquisition of              122,250                                     143,750
Dollar Air Services
Limited and related
minority interest
Net loss for year                     (1,396,583)                   (1,396,583)
ended Sept. 30,
1994
Dividends on                            (178,029)                     (178,029)
Preferred Stocks
Translation                                             (11,667)       (11,667)
adjustment at Sept.
30, 1994
Balance at                8,321,055   (6,089,708)       (83,957)      2,734,573
September 30, 1994
Net loss for year                     (2,320,153)                   (2,320,153)
ended Sept. 30,
1995
Dividends on                            (214,424)                     (214,424)
Preferred Stocks
Translation                                                3,248          3,248
adjustment at Sept.
30, 1995
Balance at               $8,321,055  $(8,624,285)      $(80,709)       $203,244
September 30, 1995
</TABLE>

SEE ACCOMPANYING NOTES.



                                     F-6


<PAGE>

          Lynton Group, Inc. and Subsidiaries

          Consolidated Statements of Cash Flows




<TABLE>
<CAPTION>
                                           YEAR ENDED SEPTEMBER 30
                                     1995            1994          1993
<S>                            <C>              <C>            <C>
CASH FLOWS
FROM
OPERATING
ACTIVITIES
Net (loss)                         $(2,320,153)   $(1,396,583)      $118,748
income
Adjustments
to reconcile
net (loss)
income to
net cash
provided by
(used in)
operating
activities:
Depreciation                          1,272,333      1,427,501     1,099,910
and
amortization
Equity in                                57,585              -             -
loss of
jointly-
owned
company
Extraordinary                                 -        166,000             -
item
Writedown in                                  -        180,000             -
value of
aircraft
held for
resale
Writedown of                          1,338,302              -             -
goodwill
Changes in
certain
assets and
liabilities,
excluding
effect from
acquisitions
and
divestitures:
Accounts                                 20,510      (399,154)       124,845
receivable
Due from                                229,530      (131,712)     (153,475)
(to)
affiliates
Inventories                             346,418       (16,425)     (122,323)
Aircraft                              1,605,635              -       297,004
held for
resale
Prepaids and                           (33,799)       (97,904)      (18,665)
other
current
assets
Accounts                              (923,672)      (714,768)       390,934
payable and
accrued
expenses
Advances                                285,793         62,437     (350,874)
from
customers
and deferred
revenue
Net cash                              1,878,482      (920,608)     1,386,104 
provided by
(used in)
operating
activities

CASH FLOWS
FROM
INVESTING
ACTIVITIES
Cash paid
for shares                                    -      (800,495)             -
of Dollar
Air Services
Limited and
related
acquisition
costs
Capital                               (425,357)      (747,829)      (79,550)
expenditures
Disposal of                           1,017,114              -             -
fixed assets
Other                                         -              -      (67,870)
Net cash                                591,757    (1,548,324)     (147,420) 
provided by
(used in)
investing
activities

CASH FLOWS
FROM
FINANCING
ACTIVITIES
Dividends on                          (214,424)      (178,029)     (135,866)
Preferred
Stocks
Proceeds
from                                          -      2,186,425             -
issuance of
senior
subordinated
convertible
debt, net of
issuance
costs
Proceeds
from                                          -      8,359,674             -
issuance of
6.69%
mortgage
note, net of
issuance
costs and
escrow funds
Repayment of                                  -    (7,342,500)             -
debt to HM
Holdings,
Inc.
Proceeds of                             500,000              -             -
borrowings
from HM
Holdings,
Inc.
Proceeds                                      -              -     2,900,000
from
issuance of
Series C
and D
Preferred
Stocks
Proceeds                                      -              -       851,576
from
exercise of
warrant to
purchase
Common Stock
Repayment of                        (2,607,396)      (292,923)   (4,140,984)
long-term
debt
Proceeds                                      -         50,776             -
from notes
payable
Repayment of                                  -              -     (709,828)
notes
payable
Repayment of                           (68,081)       (91,685)      (31,076)
note payable
- affiliate
Decrease in                            (86,705)      (345,858)      (88,053)
capital
lease
obligations
Net cash                            (2,476,606)      2,345,880   (1,354,231)    
(used in)
provided by
financing
activities
DECREASE IN
CASH                                    (6,367)      (123,052)     (115,547)  
Cash,                                   143,689        266,741       382,288
beginning of
year
Cash, end of                           $137,322       $143,689      $266,741
year
</TABLE>

SEE ACCOMPANYING NOTES.



                                     F-7


<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION

The consolidated financial statements include  the accounts of Lynton
Group, Inc. and its directly and indirectly wholly-owned subsidiaries
(the  "Company"),  Lynton  Jet  Centre, Inc. ("Lynton  Jet");  Lynton
Aviation, Inc.; Lynton Aviation Services,  Inc.;  Ramapo Helicopters,
Inc.;  LynStar  Aviation,  Inc. ("LynStar"); Lynton Properties,  Inc.
("Lynton  Properties");  Lynton  Group  Limited  ("Limited");  Lynton
Aviation Limited; European  Helicopters  Limited  ("EHL"); Dollar Air
Services Limited ("Dollar Air") (see Note 3); Black  Isle Helicopters
Limited  ("Black  Isle");  Helicopters  Dollar Interamericas  SA  and
Dollar Air's 70% owned subsidiary, Servicios de Helicopteros SA.  All
significant   intercompany  accounts  and  transactions   have   been
eliminated in consolidation.

PRINCIPAL BUSINESS ACTIVITY

The  Company and  its  subsidiaries  are  engaged  primarily  in  the
performance  of  aviation sales and services in the United States and
the United Kingdom.   Services  include  the  charter, management and
operation   of  aircraft  for  corporate,  industrial   and   utility
applications   ("flight   operations");   maintenance   of   aircraft
("maintenance operations"); sale and brokerage of aircraft ("aircraft
sales  operations");  and hangarage and refueling of aircraft ("fixed
base operations").  Additionally,  as  part  of  the Company's flight
operations,  the  Company provided industrial and utility  helicopter
support  services  to   customers   in   South   America   and  other
international markets, until and including the first quarter  of  the
fiscal year ended September 30, 1995.

BASIS OF PRESENTATION

The financial statements of the Company have been prepared on a going
concern  basis  which  contemplates  the  realization  of  assets and
liquidation  of  liabilities in the ordinary course of business.  Net
losses, as indicated  in  the accompanying financial statements, have
been incurred during the years ended September 30, 1995 and 1994, and
as of September 30, 1995, the  Company's current liabilities exceeded
its current assets by approximately $2,748,000.

The Company expects to continue meeting all of its obligations in the
coming year by focusing on its established  operations and generating
additional  cash  funding  from  the  refinancing  of  Company  owned
aircraft.   In   this   regard,  the  Company  recently   transferred
substantially all of the  business,  assets  and  liabilities  of its
Dollar  Air  subsidiary,  which  has  incurred  significant operating
losses  since  its acquisition in January, 1994, to  a  newly  formed
joint  venture, PLM  Dollar  Group  Limited  ("PDG")  (see  Note  3).
Additionally,  it is not anticipated that any further cash investment
by the Company will be required for this joint venture. In the coming
fiscal year the  Company  will  also seek to restructure its debt and
preferred stock obligations in order  to  reduce its debt service and
other  fixed payment requirements and endeavor  to  raise  additional
capital through the sale of equity securities.

                          F-8
<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994, AND 1993



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION

Revenues  for  maintenance  and flight operations are recognized when
services have been performed.  Revenues related to aircraft sales and
commissions are recognized at  the time title is transferred.  Rental
revenues related to tenant leases  are  recognized  pursuant  to  the
terms  of  the respective leases.  Maintenance projects are accounted
for on the percentage  of completion method.  Revenues are recognized
based upon that percentage  of  the  total  contract price that costs
incurred  bear  to total estimated costs at completion.   Anticipated
contract losses are recognized in full when reasonably determinable.

AIRCRAFT HELD FOR RESALE AND INVENTORIES

Aircraft held for  resale  and  inventories  (principally  parts) are
valued at the lower of cost (first-in, first-out) or market.

PROPERTY AND EQUIPMENT

Property   and  equipment  are  stated  at  cost.   Depreciation  and
amortization  are  computed  on  the  straight-line  method  over the
estimated useful lives indicated below.  A residual balance of 25% is
used in the calculation of depreciation for aircraft:

<TABLE>
<CAPTION>
Aircraft                            10-15 years
<S>                       <C>
Building                               40 years
Furniture and equipment                 5 years
Motor vehicles                          5 years
Leasehold improvements            Term of lease
</TABLE>

GROUND LEASE, DEFERRED CHARGES AND GOODWILL

Ground  lease and deferred charges in connection with the acquisition
of the assets  of  the  Linpro  Jet  Centre  in  1990 and its related
financing  (as  described  in  Note  4),  are  being amortized  on  a
straight-line   basis   over   terms   of  forty  and  seven   years,
respectively.

Goodwill resulting from the excess of the purchase price over the net
assets of businesses acquired is being amortized  over  a  forty-year
period  on  the  straight-line  method.   The  carrying  value of the
goodwill is reviewed if the facts and circumstances suggest  that  it
may   be  permanently  impaired.   Such  review  is  based  upon  the
undiscounted  expected  future  operating  profit  derived  from such
businesses  and,  in  the event such result is less than the carrying
value of the goodwill,  the  carrying  value of the goodwill would be
reduced to an amount that reflects the expected future benefit.

                            F-9
<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES

The Company adopted Statement of Financial  Accounting  Standards No.
109  ("SFAS  No. 109"), "Accounting for Income Taxes", in the  fourth
quarter of fiscal 1993.  SFAS No. 109 requires an asset and liability
approach  to  accounting   for  income  taxes  and  establishes  less
restrictive criteria for recognizing  deferred  tax assets.  Deferred
income tax assets and liabilities arise from differences  between the
tax  basis  of an asset or liability and its reported amount  in  the
consolidated   financial   statements.   Deferred  tax  balances  are
determined by using the tax  rates  expected to be in effect when the
taxes  will actually be paid or refunds  received.   Deferred  income
taxes are  provided with respect to items of income and expense which
enter into the  determination  of  taxable income in years other than
those in which they are recognized for financial reporting purposes.

DEBT DISCOUNT

Long-term debt has been reduced by a  debt discount amount of $72,000
and $108,000 at September 30, 1995 and 1994, respectively, to reflect
the difference between the interest rate  related to the HM Holdings,
Inc.  ("HM  Holdings") financing (see Note 4)  and  market  interest.
This discount  is  being amortized using the interest method over the
term of the debt.

FOREIGN CURRENCY TRANSLATIONS

Assets and liabilities  of  foreign  subsidiaries  are  translated at
rates of exchange in effect at the close of the period.  Revenues and
expenses are translated at the weighted average of exchange  rates in
effect during the year.  The effects of exchange rate fluctuations on
translating foreign currency assets and liabilities into U.S. dollars
are  included  as part of the foreign currency translation adjustment
component of stockholders'  equity.   Gains  and losses realized from
foreign  currency  transactions  resulted in gains  of  $152,000  and
$149,000 and a loss of $16,000  in 1995, 1994 and 1993, respectively,
and are included in the consolidated statements of operations.

EARNINGS PER SHARE

Income (loss) per common share is computed by dividing the net income
(loss) attributable to Common Stock by the weighted average number of
shares of Common Stock and other common stock equivalents outstanding
during the year, unless the effect  of  including  such  common stock
equivalents would be anti-dilutive.




                                     F-10


<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



2.  STOCKHOLDERS' EQUITY

On June 1, 1994, the shareholders of the Company approved  amendments
to the Company's Certificate of Incorporation to increase the  number
of  authorized  shares of Common Stock, par value $.05 per share,  of
the Company from 20,000,000 to 60,000,000 and to effectuate a reverse
split of one-for-six  of the Company's Common Stock which reduced the
number  of  authorized  shares  from  60,000,000  to  10,000,000  and
increased the par value per  share  from  $.05 to $.30.  Such reverse
split  became effective June 2, 1994.  All references  to  shares  of
Common Stock  and  earnings  per  share  herein have been adjusted to
reflect the effect of the reverse stock split.

Pursuant to a Recapitalization Agreement dated  as  of  December  22,
1992  among  the  Company, Lynton Jet, HM Holdings, a director of the
Company  and  two additional  investors,  (i)  the  Company  sold  in
aggregate to the  director  and two additional investors 1,000 shares
of Series C Convertible Preferred Stock of the Company for $1,000,000
in cash, (ii) HM Holdings (a)  purchased  2,000  shares  of  Series D
Preferred  Stock  of the Company for $2,000,000 in cash to be applied
to reduce the Company's  indebtedness to HM Holdings, (b) exercised a
portion of its Original Warrant  (as  defined  in Note 4) for 848,455
shares of


Common Stock of the Company for an exercise price of $851,577 in cash
to be applied to reduce the Company's indebtedness  to  HM  Holdings,
and  (c)  consented to certain amendments to the Credit Agreement  in
consideration  for  the issuance to HM Holdings of the New Warrant to
purchase up to an additional  99,634  shares  of  Common Stock of the
Company for $.30 per share (see Note 4).

The  Series  C  Convertible  Preferred  Stock (i) pays a  semi-annual
dividend payable out of the assets of the  Company  legally available
therefor  at  the rate of $30 per share, (ii) is convertible  at  any
time at the option  of  each  of  the  purchasers  of  the  Series  C
Convertible  Preferred  Stock  into an aggregate of 677,779 shares of
Common Stock, (iii) has voting rights  as  if  such  shares  had been
converted  into  Common  Stock,  (iv) is convertible at the Company's
option  after  ten  years,  and  (v) has  no  mandatory  or  optional
redemption  rights.   HM  Holdings  waived   its   right  to  receive
prepayment of the loans from the proceeds of the sale of the Series C
Convertible  Preferred  Stock.   The  Company paid dividends  on  its
Series  C  Convertible Preferred Stock aggregating  $60,000  in  both
fiscal 1995 and 1994.

The Series D Preferred Stock (i) pays a quarterly cumulative dividend
out of the assets of the Company legally available therefor at a rate
equal to the  average  interest  rate  per  annum  borne by the Loans
outstanding under the Credit Agreement with HM Holdings, (ii) is non-
convertible, (iii) has no voting rights, and (iv) has no mandatory or
optional redemption rights.  The Company paid dividends on the Series
D  Preferred Stock of approximately $154,000 and $118,000  in  fiscal
1995 and 1994, respectively.




                                     F-11


<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



3.  ACQUISITION AND TRANSFER

ACQUISITION OF DOLLAR AIR SERVICES LIMITED

Pursuant  to  a  Share Purchase Agreement dated January 13, 1994 (the
"Dollar Purchase Agreement")  among  the  Company, Limited, a wholly-
owned  subsidiary  of the Company and all of  the  shareholders  (the
"Dollar Shareholders")  of  Dollar Air, a company organized under the
laws of England, the Company  through  Limited  acquired on such date
all of the issued and outstanding shares of capital  stock  of Dollar
Air.  At  the time of the Dollar Air acquisition, Dollar Air owned  a
75% equity  interest in Black Isle.  In September 1994, the remaining
25% of its capital stock was acquired by the Company.

The consideration  paid related to the above transactions was 424,000
Pounds Sterling (approximately  $642,000) (including certain expenses
of the Dollar Shareholders) paid in cash  and 71,667 shares of Common
Stock of the Company.

TRANSFER OF DOLLAR AIR SERVICES LIMITED

In August 1995, pursuant to a Business Transfer Agreement with PDG, a
company organized under the laws  of  Scotland, substantially all the
business, assets and liabilities of Dollar  Air  and  Black Isle were
transferred to PDG in exchange for 50% of the capital stock  of  PDG.
Simultaneously    with   the   consummation   of   the   transaction,
substantially all of  the  business, assets and liabilities of P.L.M.
Helicopters Limited, a company  organized  under the laws of Scotland
("PLM")  were  transferred to PDG and the shareholders  of  PLM  were
issued the remaining  50% of the capital stock of PDG. PDG operates a
fleet of 15 helicopters from bases primarily in Scotland and England,
and provides helicopter  support  services for industrial and utility
applications in the United Kingdom.  Accordingly,  the  Company's net
investment  in  PDG  at September 30, 1995 is shown as investment  in
jointly-owned company  in the accompanying consolidated balance sheet
and the Company's proportionate share of the results of operations of
PDG  since  the  transfer date  are  reflected  in  the  accompanying
consolidated  statement  of  operations  under  the  equity method of
accounting.

In  connection  with  this  transfer,  the  carrying  value  of   the
unamortized  goodwill  arising  on  the acquisition of Dollar Air was
written off in fiscal 1995 and amounted to approximately $1,338,000.

4.  FINANCING/STOCK WARRANT

Simultaneous with the acquisition of  the  Jet  Centre  in  1990  the
Company  and  its wholly-owned subsidiary, Lynton Jet, entered into a
Credit Agreement  dated August 14, 1990 ("the Credit Agreement") with
HM Holdings in order to provide the Company and Lynton Jet with funds
to be used in part  to  finance  the  Jet  Centre  Acquisition and to
finance a portion of the ongoing working capital needs of the Company
and the Jet Centre.  The Credit Agreement financing consisted of term
loans in the amount of $2,000,000 and $10,800,000 to  the Company and
Lynton Jet, respectively, and a revolving credit facility  to  Lynton
Jet which provided for up to $4,200,000 in borrowings (together,  the
"Loans").  The Company and Lynton Jet

                           F-12
<PAGE>

            LYNTON GROUP, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             SEPTEMBER 30, 1995, 1994 AND 1993



4.  FINANCING/STOCK WARRANT (CONTINUED)

have  guaranteed  the  obligations  of  each  other  under the Credit
Agreement.  HM  Holdings  is  an indirect wholly owned subsidiary  of
Hanson plc.

The Loans, as amended, are secured  by  all  of  the capital stock of
Lynton Jet and the Company's other domestic subsidiaries  and  65% of
the  capital stock of the Company's foreign subsidiaries, as well  as
certain  of  the assets and properties of the Company and each of its
domestic subsidiaries,  including a leasehold mortgage and assignment
of  certain  rents on the Jet  Centre  facility.   In  addition,  the
Company's domestic  subsidiaries  have guaranteed the full and prompt
payment  of  the Loans.  The Loans require  compliance  with  certain
covenants which  require,  among  other things, maintaining a minimum
net  worth  balance, interest coverage  ratio  and  restrict  capital
expenditures and prohibit the payment of dividends to stockholders.

The  Credit  Agreement   with   HM  Holdings,  as  amended,  requires
prepayment of the Loans with the  proceeds of certain asset sales and
sales of stock by the Company, and  requires  prepayment of the Loans
in  the  amount  of any excess cash flow, as defined  in  the  Credit
Agreement, after the first $1,000,000 thereof.  Interest on the Loans
is payable quarterly  at  a rate equal to Prime plus 1.51% or, at the
election of the Company, at the Eurodollar LIBOR rate plus 3.26%.

In connection with the June  22,  1994  issuance of the Mortgage Note
discussed  below,  $8,000,000  of  the  net proceeds  therefrom  were
applied to the repayment of the Loans.  As a result, the Company term
loan has been repaid in full, the principal  payments  on  the Lynton
Jet  term  loan  have  been  made  through  the  remaining payment of
$2,905,923   due  September  30,  1997,  and  the  principal   amount
outstanding under  the  revolving  credit  facility  was  reduced  to
$3,000,000, which is also due on September 30, 1997.   The
Company  recorded  an  extraordinary  charge  during  the  year ended
September  30,  1994  of $166,000, representing the unamortized  debt
discount and issuance costs  related  to  the  repaid  portion of the
Loans.

On  August  12, 1994, to reflect certain agreements entered  into  in
connection with  HM Holdings' consent to the issuance of the Mortgage
Note and Hanson America's  agreement  to  provide  the Hanson America
Guaranty,  the  Credit  Agreement was amended pursuant  to  a  Letter
Agreement among the Company,  Jet  Centre,  HM  Holdings  and  Hanson
America  (the  "Fourth Amendment").  The Fourth Amendment principally
provides for the  reduction  of  the  maximum aggregate amount of the
revolving credit facility from $4,200,000  to  $3,200,000,  unless HM
Holdings  otherwise agrees in writing, and the addition of 100  basis
points to the interest rates applicable to the Loans.

In October  1994,  HM  Holdings  loaned  the  Company  an  additional
$500,000  under  an  additional revolving credit facility, increasing
the aggregate amount of the revolving credit facility to $3,700,000.

On  January  12, 1995, in  connection  with  the  minimum  net  worth
requirements under  the Credit Agreement, HM Holdings agreed to waive
any and all such net  worth requirements for fiscal 1994, fiscal 1995
and  the  first quarter of  fiscal  1996.  On  January  5,  1996,  in
connection with these requirements, HM Holdings

                            F-13
<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



4.  FINANCING/STOCK WARRANT (CONTINUED)

agreed to waive  any  and  all  such  net  worth requirements for the
remainder  of  fiscal  1996  and the first quarter  of  fiscal  1997.
Beginning in the second quarter  of  fiscal  1997,  the  Company will
again be required to maintain a minimum net worth as specified in the
Credit Agreement of $4,000,000. In addition the Company has  received
waivers of the interest coverage ratio requirements under the  Credit
Agreement  for  each  quarter of the fiscal years ended September 30,
1995 and 1996 and the first quarter of fiscal 1997. No assurances can
be  given  as to the Company's  ability  to  meet  future  net  worth
requirements  under  the  Credit Agreement or that additional waivers
will be received at appropriate times.

WARRANT

In connection with the execution of the Credit Agreement, the Company
issued to HM Holdings a Warrant  (the "Original Warrant") to purchase
996,334 shares of Common Stock.  The  Original Warrant is exercisable
at any time during the period in which the Loans are outstanding, and
for a period of 90 days after repayment  of the Loans, at an exercise
price of $1,000,000 in the aggregate.  The  Original Warrant has been
valued at the estimated fair market value of  the shares, at the date
of grant, to be received, less the
exercise  price.   On  December  22,  1992, HM Holdings  exercised  a
portion of the Original Warrant (see Note 2).

In connection with an amendment to the  Credit Agreement, the Company
and HM Holdings entered into a warrant purchase agreement dated as of
December 22, 1992 pursuant to which the Company issued to HM Holdings
an additional warrant (the "New Warrant")  to  purchase  up to 99,634
shares of the Company's Common Stock at a price of $.30 per  share at
any  time.   The  number of shares of Common Stock for which the  New
Warrant and the price  at  which  such  shares  may  be  purchased is
subject to adjustment upon the occurrence of certain events.

Concurrently with the delivery of the Original Warrant, HM  Holdings,
the  Company  and Christopher Tennant, a director and Chief Executive
Officer of the  Company,  executed  a  Stockholders'  Agreement  that
provides for certain rights of first refusal, rights of inclusion and
rights to compel sales in connection with certain sales of securities
of  the  Company  by  HM Holdings and Mr. Tennant.  The Stockholders'
Agreement further provides that upon exercise of the Original Warrant
and as long as HM Holdings  beneficially  owns  at  least  25% of the
outstanding  shares  of  Common  Stock  of the Company, the Board  of
Directors  of  the Company shall consist of  nine  directors  and  HM
Holdings  shall have  the  right  to  nominate  four  directors.   In
connection  therewith,  Mr.  Tennant  has agreed in the Stockholders'
Agreement  to vote his shares for the nominees  of  HM  Holdings,  as
directors.   In  addition,  HM Holdings has agreed to vote its shares
for Mr. Tennant, as a director,  so long as Mr. Tennant owns not less
than 5% of the outstanding shares of Common Stock of the Company.




                                     F-14


<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



4.  FINANCING/STOCK WARRANT (CONTINUED)

THE CONNECTICUT MUTUAL MORTGAGE NOTE

On June 22, 1994, Lynton Properties issued to Connecticut Mutual Life
Insurance Company ("Connecticut Mutual") a $9,000,000, 6.69% mortgage
note due January 3, 2006 (the "Mortgage Note") with scheduled
monthly payments of principal and  interest.  The  Mortgage  Note  is
secured  by  a  Leasehold  Mortgage  and  Security  Agreement  and an
Assignment  of Leases and Rents, each dated June 22, 1994, on a lease
between a certain  tenant  and Lynton Properties relating to a hangar
and office facility located on the property at the Jet Centre.

In addition, the obligations  of Lynton Properties under the Mortgage
Note are guaranteed by Lynton Jet  pursuant  to  a Guaranty Agreement
dated June 22, 1994, between Lynton Jet and Connecticut  Mutual  (the
"Jet  Centre  Guaranty").   Similarly,  the obligations of Lynton Jet
under the Jet Centre Guaranty, other than  certain  environmental and
related  obligations,  are  guaranteed  by Hanson America,  Inc.,  an
indirect wholly-owned subsidiary of Hanson  plc  ("Hanson  America"),
pursuant to a Guaranty Agreement dated June 22, 1994, between  Hanson
America  and  Connecticut  Mutual  (the  "Hanson  America Guaranty").
Further,  Hanson  America  received  a  one-time fee of  $100,000  in
connection with the issuance of the Hanson America Guaranty.

At September 30, 1995 and 1994, the Company  had  $150,000  in  funds
held in escrow as additional security to the Mortgage Note.

10% SENIOR SUBORDINATED CONVERTIBLE DEBENTURES

In  December  1993,  the  Company completed an off-shore placement of
$2,500,000 principal amount  of  10%  Senior Subordinated Convertible
Debentures due December 31, 1998 (the "Debentures").   With regard to
the use of proceeds from such offering, the Company agreed  that  the
net  proceeds  of  approximately  $2,200,000  would  be  used for the
purpose  of  making  acquisitions  of other companies in the aviation
services industry.  In January 1994, these funds were used to acquire
Dollar  Air including acquisition expenses  and  to  reduce  balances
outstanding under credit facilities of Dollar Air. The Debentures are
convertible  into  shares of the Company's Common Stock at the option
of the holder at any  time  prior to maturity at a price of $3.75 per
share.  The Debentures may also  be  redeemed  by  the Company at any
time  or  from  time-to-time  commencing  July 1995 at the  Company's
option, in whole or in part, at the redemption  prices  (expressed as
percentages  of  the principal amount) set forth below, plus  accrued
and unpaid interest  at the redemption date (and subject to the right
of  any  record  holder  to  receive  the  interest  payable  on  the
applicable  interest  payment  date  that  is  on  or  prior  to  the
redemption date).  If redeemed  during  the  periods indicated below,
the applicable redemption percentage will be:



                                     F-15


<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



4.  FINANCING/STOCK WARRANT (CONTINUED)

<TABLE>
<CAPTION>
      FROM               THROUGH             PERCENTAGE
<S>               <C>                  <C>
  July 1, 1995        June 30, 1996             109%
  July 1, 1996        June 30, 1997             106%
  July 1, 1997        June 30, 1998             103%
  July 1, 1998       and thereafter             100%
</TABLE>


Prior  to  December  31  of  each  of the years from  1996  to  1998,
inclusive, the Company has agreed to  pay  to  the  trustee  for  the
Debentures,  as  a sinking fund payment, cash in the amount of 1/3 of
the aggregate principal  amount  of  the  issued Debentures, provided
that Debentures converted, reacquired or redeemed  by the Company may
be used, at the principal amount thereof, to reduce the amount of any
sinking fund payment.

In  connection therewith, the Company paid Value Investing  Partners,
Inc.,  the placement agent for such offering (the "Placement Agent"),
a commission  of $225,000 representing nine percent (9%) of the gross
proceeds.  In addition, the Placement Agent received from the Company
warrants exercisable  for  a  period of ten years for the purchase of
125,000 shares of the Common Stock  of  the  Company  at  an exercise
price  equal  to $3.825 per share.  In addition, the Placement  Agent
was granted a right of first refusal for a period of three years from
December 1993 with  respect  to  any private or public equity or debt
placement by the Company through an  underwriter  or  placement agent
during such period.

During  the period from June 30, 1995 through January 22,  1996,  the
Company was not in compliance with the minimum net worth requirements
of the Debenture  Agreement.  As  of  January 23, 1996, in connection
with such requirements, a majority of the debenture holders agreed to
waive any and all such net worth requirements  for  fiscal  1995  and
1996 and the first quarter of fiscal 1997. No assurances can be given
as  to  the  Company's  ability to meet future net worth requirements
under the Debenture Agreement  or  that  additional  waivers  will be
received at appropriate times.

5.  FOREIGN OPERATIONS

Following  is  a  summary  of  the consolidated financial position at
September 30, 1995 and 1994 and  consolidated  results  of operations
for  each  of  the  three  years  ended September 30 of the Company's
wholly-owned  foreign  subsidiary, Limited,  located  in  the  United
Kingdom, and its subsidiaries.

<TABLE>
<CAPTION>
                                    1995             1994
<S>                           <C>              <C>
Summary of financial
position:
Current assets                      $1,342,944        $2,041,605
Property, plant and                  1,884,302         4,311,428
 equipment, net
Goodwill and other assets            1,461,967         2,386,058
Total assets                        $4,689,213        $8,739,091
</TABLE>



                                     F-16


<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



5.  FOREIGN OPERATIONS (CONTINUED)

<TABLE>
<CAPTION>
                                  1995               1994
<S>                         <C>               <C>
Current liabilities                $3,717,942         $8,108,942
Long-term liabilities                 367,566          1,035,662
Equity                                603,705          (405,513)
Total liabilities and              $4,689,213         $8,739,091
equity
</TABLE>


Revenues from foreign subsidiaries  represented  55%,  58% and 49% of
consolidated  net revenues in 1995, 1994 and 1993, respectively,  and
were derived from geographic regions as specified below:

<TABLE>
<CAPTION>
                                  YEARS ENDED SEPTEMBER 30
                            1995            1994            1993
<S>                    <C>             <C>             <C>
Net revenues:
Domestic                   $15,271,115     $13,987,769     $13,244,403
Foreign:
United Kingdom and
 other European             17,864,880      17,712,043      12,526,269
 countries
Africa                               -         371,578               -
South America                  502,326       1,022,098               -
                           $33,638,321     $33,093,488     $25,770,672
(Loss) income before
income tax provision
and extraordinary
item:
Domestic                    $(156,122)      $(375,546)        $156,512
Foreign                    (2,164,031)       (826,862)        (27,838)
                          $(2,320,153)    $(1,202,408)        $128,674
</TABLE>

There were no dividends  from  foreign subsidiaries during 1995, 1994
or 1993.

6.  NOTES PAYABLE/LONG-TERM DEBT

Notes  payable  at  September  30,  1995  and  1994  consist  of  the
following:

<TABLE>
<CAPTION>
                                          1995              1994
<S>                                 <C>               <C>
Revolving credit facilities with
banks with interest at Sterling              $240,533       $1,891,179
LIBOR rate (6.81% at September 30,
1995) plus 2.5%, due on demand.
</TABLE>



                                     F-17


<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



6.  NOTES PAYABLE/LONG-TERM DEBT (CONTINUED)

Long-term  debt  at  September 30, 1995  and  1994  consists  of  the
following:
<TABLE>
<CAPTION>
                                           1995             1994
<S>                                  <C>              <C>
Term loans due to HM Holdings (see
Note 4), with interest at Eurodollar
LIBOR rate (5.88% at September 30,         $2,905,923       $2,905,923
1995) plus 3.26%, maturity date
September 30, 1997.
Balance outstanding under revolving
credit facility with HM Holdings
(see Note 4), with interest at              3,700,000        3,200,000
Eurodollar LIBOR rate (5.88% at
September 30, 1995) plus 3.26%,
maturity date September 30, 1997.
Mortgage due to bank with interest
at Sterling LIBOR rate (6.81% at
September 30, 1995) plus 2.0%, due            408,608          463,728
in monthly installments through
April 2001.
Mortgage Note payable to Connecticut
Mutual (see Note 4) with an interest        8,501,447        8,840,813
rate of 6.69% due in monthly
installments through January 3,
2006.
Senior Subordinated Convertible
Debentures (see Note 4) with
interest at 10%, payable in the             2,500,000        2,500,000
amount of 1/3 of the aggregate
principal amount prior to December
31 of each of the years from 1996 to
1998.
Note payable to finance company with
interest at Sterling LIBOR rate
(6.81% at September 30, 1995) plus            372,914          154,589
3.0% payable in monthly installments
through September 1996.
Notes payable to finance company
with interest at Eurodollar LIBOR                   -          740,345
rate plus 2.5%, transferred to PDG
on August 31, 1995.
Notes payable due to finance company
with interest at Eurodollar LIBOR                   -        1,124,507
rate plus 2.5%, repaid in full in
April, 1995.
Note payable to finance company with
interest at Sterling LIBOR rate plus                -          126,824
2.5%, repaid in full in December,
1994.
Note payable to finance company with
interest at Sterling LIBOR rate plus                -          339,055
4.5%, transferred to PDG on August
31, 1995.
Note payable to finance company with
interest at Sterling LIBOR rate                     -          106,448
repaid in full in January, 1995
                                          $18,388,892      $20,502,232
Less:
Unamortized discount                         (71,951)        (107,951)
Amount due within one year                  (924,580)      (2,134,247)
                                          $17,392,361      $18,260,034
</TABLE>




                                     F-18


<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



6.  NOTES PAYABLE/LONG-TERM DEBT (CONTINUED)

Maturities of long-term debt for the fiscal years ending September 30
are as follows:
<TABLE>
<CAPTION>
<S>                       <C>
1996                                   $924,580
1997                                  8,073,542
1998                                  1,511,490
1999                                  1,558,226
2000                                    774,844
Thereafter                            5,546,210
                                    $18,388,892
</TABLE>

Note payable due to financing  company  of  $373,000  is  secured  by
aircraft  with  an  aggregate  book  value of approximately $780,000.
Notes payable to bank of $240,000 are  secured by accounts receivable
and  inventory  of  United  Kingdom  subsidiaries.  The  mortgage  of
$409,000  is  secured  by  buildings  with   a   net  book  value  of
approximately $702,000.

At September 30, 1995 and 1994, the weighted average  interest  rates
on short-term borrowings was 9.3% and 7.9%, respectively.

7.  LEASES/CONTINGENCIES

OPERATING LEASES

Minimum  future  obligations  under  operating  leases  in  effect at
September 30, 1995 are as follows:

<TABLE>
<CAPTION>
<S>                                 <C>
Year Ending September 30:
1996                                              $488,669
1997                                               340,941
1998                                               274,220
1999                                               147,220
2000                                               147,220
Thereafter                                       1,496,840
Total minimum lease payments                    $2,895,110
</TABLE>

Rental expense for the years ended September 30, 1995, 1994 and  1993
was approximately $456,000, $442,000 and $367,000, respectively.

A portion of Lynton Jet's and Lynton Properties' operating revenue is
obtained  from  tenants through rental payments as provided for under
noncancellable operating  leases.   The  leases typically provide for
guaranteed  minimum  rentals  and  other  charges  to  cover  certain
operating costs in excess of base amounts.


                              F-19
<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



7.  LEASES/CONTINGENCIES (CONTINUED)

The following is a schedule, by fiscal year, of minimum future rental
income under noncancellable tenant operating  leases  as of September
30, 1995:

<TABLE>
<CAPTION>
<S>                             <C>
1996                                      $2,722,084
1997                                       2,603,658
1998                                       2,432,788
1999                                       1,978,827
2000                                       1,472,196
Thereafter                                 5,888,843
Total minimum future rentals             $17,098,396
</TABLE>

CAPITAL LEASES

Subsidiaries  of the Company in the United Kingdom lease  automobiles
which have been accounted for as capital leases.

Aggregate future  minimum  lease  payments  under  capital  leases at
September 30, 1995, by fiscal year, are as follows:

<TABLE>
<CAPTION>
<S>                            <C>
1996                                       $31,511
1997                                        21,283
Total minimum lease payments                52,794
Less interest portion                        7,606
Present value of net minimum               $45,188
lease payments
</TABLE>

ENVIRONMENTAL CLEANUP

In  connection  with  the  cleanup  of  fuel  contaminated  soil at a
facility  previously  leased  by the Company, the Company recorded  a
charge  to operations of $100,000  in  fiscal  1992  and  credits  to
operations  for reversals of $15,000 and $45,000 of this provision in
fiscal 1994 and  1993,  respectively.   The  removal of such soil was
completed in fiscal 1992.

AIRCRAFT LEASE GUARANTEE

In fiscal 1994, the Company acted as broker in  an  aircraft  leasing
transaction between an aircraft leasing company and a customer of the
Company.   Under  the  terms  of  the  transaction,  the  Company has
guaranteed  to  the  leasing  company that the Company will fund  any
shortfall if the aircraft is sold  below  a  specified sales price at
the  termination  of the lease.  Management believes  that  the  fair
market value of the  aircraft  at  the  termination of the lease will
exceed  the  specified sales price and thus  no  provision  for  such
guarantee has been made in the accompanying financial statements.

                            F-20
<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



8.  INCOME TAXES

The Company and  its  wholly-owned  United  States  subsidiaries file
federal income tax returns on a consolidated basis.   Limited and its
subsidiaries file separate tax returns in the United Kingdom.

As  discussed  in Note 1, the Company adopted Statement of  Financial
Accounting Standards No. 109 ("SFAS No. 109"), "Accounting for Income
Taxes", during fiscal  1993.   In  accordance  with the provisions of
SFAS  No.  109,  the  Company  elected  not to restate  prior  years'
consolidated  financial  statements  and  has   determined  that  the
cumulative effect of the change in accounting for  income  taxes  was
insignificant.

Deferred  income  taxes recorded in the consolidated balance sheet at
September 30, 1995  and  1994  include deferred tax assets related to
net  operating  loss  carryforwards  of  $1,122,000  and  $1,543,000,
respectively, which have  been  fully offset by valuation allowances.
The valuation allowances have been  established  equal  to  the  full
amount  of  the deferred tax assets, as the Company is not assured at
either September  30,  1995 and 1994, that it is more likely than not
that these benefits will  be  realized.  Included in the consolidated
balance sheet at September 30,  1994  are  deferred  tax  liabilities
related  to  differences  between  the  book and tax basis of certain
fixed assets of Dollar Air.

The  income  tax  provision  for the year ended  September  30,  1994
represents foreign withholding  taxes.   The income tax provision for
the  year  ended  September 30, 1993 represents  state  income  taxes
related to the operations of LynStar.

The Company's effective tax rate differs from the U.S. statutory rate
(34%) due to the following:
<TABLE>
<CAPTION>
                                 YEAR ENDED SEPTEMBER 30
                            1995          1994          1993
<S>                     <C>           <C>           <C>
Expected provision
(benefit) at
34%                        $(788,852)    $(465,259)       $43,749
State income taxes                  -             -         9,926
Foreign withholding                 -        28,175             -
taxes
Benefit not recognized
on operating losses:
Domestic                       53,082       184,126             -
Foreign                       735,770       281,133         9,465
Benefit from                        -             -      (53,214)
utilization of NOL
carryforwards
Total tax provision                $0       $28,175        $9,926
</TABLE>

The Company has unused  federal  net  operating loss carryforwards at
September 30, 1995 of approximately $3,301,000  which  expire through
September  30,  2009.  As a result of the Jet Centre acquisition  and
the related issuance of the Original Warrant to HM Holdings (see Note
4), utilization of  approximately  $1,500,000  of  the  Company's net
operating  loss  carryforwards  is  substantially  restricted   under
Section 382 of the Internal Revenue Code of 1986, as amended.  Future
realization  of  the restricted net operating loss carryforwards will
be limited annually  to an amount generally calculated by multiplying
the value of the

                           F-21
<PAGE>

             LYNTON GROUP. INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



8.  INCOME TAXES (CONTINUED)

Company immediately preceding the issuance of the Original Warrant by
the long-term tax exempt rate at that date.

9.  EMPLOYMENT AGREEMENT/STOCK OPTIONS

The Company has an employment  agreement  with  its  Chief  Executive
Officer  extending  through  September 30, 1996 providing for a  base
salary of $180,000 annually.   In August 1993, the Board of Directors
adopted the 1993 Stock Option Plan  (the  "1993 Plan") for employees,
officers, consultants or directors of the Company or its subsidiaries
to  purchase up to 250,000 shares of Common  Stock  of  the  Company.
Options  granted  under  the 1993 Plan may either be "incentive stock
options" as defined in Section  422  of  the  Code,  or non-statutory
stock  options.  Any incentive stock options granted under  the  1993
Plan shall  be  granted at no less than 100% of the fair market value
of the Common Stock  of  the Company at the time of the grant.  As of
September 30, 1995, options  to acquire 60,002 shares of Common Stock
have  been  granted under the 1993  Plan  and  189,998  options  were
available for future grant.

Information with  respect  to the 1993 Plan and other options granted
to certain directors and officers  of  the  Company  is summarized as
follows:

<TABLE>
<CAPTION>
                                       SEPTEMBER 30
                            1995           1994           1993
<S>                     <C>           <C>            <C>
Outstanding at                 75,842        110,842         60,005
beginning of year
Granted                        26,668              -         52,504
Cancelled                     (8,334)       (35,000)        (1,667)
Exercised                           -              -              -
Outstanding at end of          94,176         75,842        110,842
year
Exercisable at end of          74,176         75,842         71,674
year
Average price of                $2.34          $2.84          $3.84
options outstanding
</TABLE>

10.  RELATED PARTY TRANSACTIONS

Lynton Jet and HM Industries, Inc. ("HM Industries"), a subsidiary of
HM  Holdings,  which  provided  the  financing  for  the  Jet  Centre
Acquisition (see Note 4), are parties to a Management Agreement  (the
"Management Agreement") and an Agreement of Lease (the "Lease"), each
as amended July 1, 1994.

Pursuant to the terms of the Lease, Lynton Jet agreed to lease to  HM
Industries  office and hangar space at the Jet Centre for the purpose
of repair and  operation of certain aircraft of HM Industries and its
affiliates.  The  term  of  the  Lease is ten years, provided that HM
Industries has the right to terminate  the  Lease upon termination of
the Management Agreement.  For the nine months  ended  June  30, 1994
and the fiscal year

                          F-22
<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



10.  RELATED PARTY TRANSACTIONS (CONTINUED)

ended  September  30,  1993,  the  annual  rent  under  the lease was
$325,000, which was reduced in the July 1, 1994 amendment to $250,000
per annum.

Under  the  Management  Agreement  in  effect  to June 30, 1995,  the
Company  was  obligated  to  provide  complete  aviation   management
services,   including   flight   scheduling,   aircraft   utilization
management,  provision  of  pilots,  repair and maintenance, fueling,
catering and bookkeeping and accounting.   Since June 30, 1995, under
this agreement, the Company is obligated to provide fueling, catering
and bookkeeping and accounting services. HM Industries will reimburse
the  Company  for  actual  costs of performing these  services,  less
$125,000 per annum through June  30,  1994.   Subsequent  to June 30,
1994,  in  accordance  with the amendment to the lease dated July  1,
1994,  there  is  no  deduction  in  the  reimbursement  amount.   HM
Industries'  reimbursements  to  the  Company  for  the  years  ended
September 30,  1995,  1994, and 1993 were $6,417,000, $5,732,000, and
$4,650,000 respectively,  which  are  reflected  in flight operations
revenues in the accompanying consolidated statements  of  operations.
Such reimbursements represent approximately 19%, 17% and 18%  of  the
Company's  revenues  for the years ended September 30, 1995, 1994 and
1993, respectively.  No  other  customer represented more than 10% of
the Company's revenues for any of  the years presented.  At September
30, 1995, 1994 and 1993, reimbursements receivable from HM Industries
were $141,000, $409,000 and $425,000,  respectively. Such amounts are
included  in  amounts  due  from  affiliates   in   the  accompanying
consolidated balance sheets.

See  Note  6  for amounts due under long-term debt agreements  to  HM
Holdings at September 30, 1995 and 1994.  Interest expense related to
these borrowings  was  approximately  $607,000, $735,000 and $839,000
for the years ended September 30, 1995, 1994 and 1993, respectively.

The Company rents office space in London  from  a  company  which  is
wholly-owned by the Company's Chief Executive Officer.  For the years
ended  September  30,  1995,  1994  and 1993, rental expense for this
space was $48,000, $64,000 and $63,000,  respectively.   At September
30,  1995  and 1994, the Company had non-interest bearing receivables
from a company owned by the Chief Executive Officer of the Company in
the amount of  $191,308.   Such  amounts  are included in amounts due
from affiliates in the accompanying consolidated balance sheets.

At September 30, 1994, the Company had notes  payable  of $67,000 due
to a company owned by a stockholder of the Company.  These notes bear
interest at Sterling LIBOR plus 2% and are payable on demand.   These
notes  were  paid  by  the  Company in fiscal 1995.  At September 30,
1995, the Company had receivables  from this company in the amount of
$15,000.  Such amount is included in  amounts  due from affiliates in
the accompanying consolidated balance sheets.

The Company paid $27,000 and $50,000 in 1995 and  1994, respectively,
to a company owned by one of the Company's directors  for  management
and advisory services rendered.

                           F-23
<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



11.  SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES

In connection with the acquisition of Dollar Air in 1994, the Company
acquired assets and assumed liabilities as follows:

<TABLE>
<CAPTION>
<S>                                            <C>
Fair value of assets acquired (including                 $5,467,345
 goodwill of $2,115,848)
Value of Common Stock issued                              (140,000)
Liabilities assumed                                     (4,526,850)
Cash paid                                                  $800,495
</TABLE>

 Other  non-cash  investing  and  financing  activities for the years
 ended September 30 are as follows:

<TABLE>
<CAPTION>
1995
<S>                                           <C>
Transfer of assets to jointly-owned company              $3,533,893
Liabilities assumed by jointly-owned company            (2,275,060)
Investment in jointly-owned company                      $1,258,833
1994
Transfer of fixed assets to aircraft held for            $1,529,757
 resale
Value of  Common Stock issued in connection
 with the acquisition of Dollar Air and                    $143,750
 related minority interest
</TABLE>

Cash paid for interest and income taxes during  the fiscal years were
as follows:

<TABLE>
<CAPTION>
                      1995            1994            1993
<S>              <C>             <C>            <C>
Interest              $1,768,959     $1,949,048       $1,235,093
Income taxes                  $-        $28,175           $9,926
</TABLE>




                                     F-24


<PAGE>

             LYNTON GROUP, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              SEPTEMBER 30, 1995, 1994 AND 1993



12.  ACCRUED EXPENSES

As of September 30, 1995 and 1994, accrued expenses are summarized as
follows:

<TABLE>
<CAPTION>
                                    1995             1994
<S>                           <C>              <C>
Payroll and payroll taxes             $166,888          $196,454
Interest                               183,064           179,996
Sales taxes                            319,807           129,141
Professional fees                      129,313           176,193
Dividends on preferred stocks           57,945            45,379
Aircraft management and                187,025           814,277
 charter costs
Site cleanup cost                       40,000            40,000
Other                                  335,338           594,383
                                    $1,419,380        $2,175,823
</TABLE>

13.  EMPLOYEE BENEFIT PLANS

The Company has a voluntary savings plan covering  substantially  all
of  its  domestic employees.  The plan qualifies under Section 401(k)
of the Internal  Revenue  Code.   Eligible  employees  may  elect  to
contribute  up  to  15%  of  their  salaries  to an investment trust.
Effective October 1, 1990, the Company contributes an amount equal to
100%  of  the  first  4%  of  employee contributions.   Contributions
related to this plan were $68,000,  $73,000  and  $65,000  for fiscal
1995, 1994 and 1993, respectively.

The  Company  also  has  a  voluntary  savings plan covering eligible
employees  of  its  subsidiaries  in  the United  Kingdom.   Eligible
employees may elect to contribute up to 17.5% of their salaries to an
investment trust.  The Company contributes an amount equal to 100% of
the  first 4% of employee contributions.   Contributions  related  to
this plan  were approximately $68,000, $66,000 and $69,000 for fiscal
1995, 1994 and 1993, respectively.




                                     F-25


<PAGE>












                   Report of Independent Auditors


The Board of Directors and Stockholders
Lynton Group, Inc.

In  connection   with   our  audits  of  the  consolidated  financial
statements of Lynton Group, Inc. and subsidiaries as of September 30,
1995 and 1994, and for each  of  the  three years in the period ended
September 30, 1995, we have also audited  the  consolidated  schedule
included in this Annual Report (Form l0-K).

In  our opinion, the consolidated schedule referred to above presents
fairly,  in  all  material  respects,  the information required to be
stated therein.


                                   /s/ Ernst & Young LLP


MetroPark, New Jersey
December 21, 1995





                          F-26


<PAGE>




                 Lynton Group, Inc. and Subsidiaries

            Schedule II-Valuation and Qualifying Accounts

<TABLE>
<CAPTION>
                         Balance at                                Balance at
                        Beginning of                                 End of
                           Period        Additions   Deductions      Period
<S>                    <C>             <C>          <C>           <C>
Year ended September                                          (1)
30, 1995:
Allowance for doubtful        $291,103      $15,917    $(285,211)       $21,808
accounts
Year ended September
30, 1994:
Allowance for doubtful         $10,874     $284,267      $(4,038)      $291,103
accounts
Year ended September
30, 1993:
Allowance for doubtful         $25,169           $-     $(14,295)       $10,874
accounts
</TABLE>


 (1) Represents  the  write  off  of $285,211  as  a  result  of  the
     transaction described in Note 3.




                                     F-27


<PAGE>




(a) (3) Exhibits

     99.11 Business Acquisition Agreement between Dollar Air Services
          Limited and PLM Dollar Group Limited

BUSINESS TRANSFER AGREEMENT between:-
(1)  PLM DOLLAR GROUP LIMITED, incorporated  under the Companies Acts
     with Number 157532 and having its Registered  Office at Redwood,
     19 Culduthel Road, Inverness IV2 4AA (hereinafter referred to as
     "Group");
(2)  DOLLAR  AIR SERVICES LIMITED, incorporated under  the  Companies
     Acts with  Number  1340897  and  having its Registered Office at
     Denham  Airport,  Hangar  Road,  Uxbridge,   Middlesex  UB9  5DF
     (hereinafter referred to as "Dollar");
(3)  BLACK ISLE HELICOPTERS LIMITED, incorporated under the Companies
     Acts with Number 106270 and having its Registered  Office  at St
     Martins  Farm,  Culbokie, Dingwall IV7 8JT (hereinafter referred
     to as "Black Isle"); and
(4)  LYNTON GROUP LIMITED, incorporated under the Companies Acts with
     Number  1755460 and  having  its  Registered  Office  at  Denham
     Airport,  Hangar  Road, Uxbridge, Middlesex UB9 5DF (hereinafter
     referred to as "Lynton")

DEFINITIONS





<PAGE>




In this Agreement:-
     *1."THE BLACK ISLE/BARCLAYS  FLOATING CHARGE" MEANS THE FLOATING
             CHARGE, DATED 16 JANUARY  1995  AND  REGISTERED WITH THE
             REGISTRAR  OF COMPANIES ON 3 FEBRUARY 1995,  GRANTED  BY
             BLACK ISLE IN FAVOUR OF BARCLAYS BANK PLC OVER THE WHOLE
             PROPERTY AND UNDERTAKING OF BLACK ISLE;
     *2."THE BLACK ISLE BUSINESS" MEANS THE BUSINESS OF OPERATING AND
             SERVICING HELICOPTERS  CARRIED  ON  BY BLACK ISLE IN THE
             UNITED KINGDOM DOWN TO 30 AUGUST 1995 WHEN SUCH BUSINESS
             AND THE ASSETS AND LIABILITIES THEREOF  WERE ACQUIRED BY
             AND TRANSFERRED TO DOLLAR;
     *3."BUSINESS DAY" MEANS A DAY IN WHICH THE OFFICES  OF  THE BANK
             OF SCOTLAND ARE OPEN IN SCOTLAND FOR BUSINESS;
     *4."THE  BUSINESS  NAMES"  MEANS  THE  TRADING  NAMES  "DOLLAR",
             "DOLLAR  HELICOPTERS", "DOLLAR AIR SERVICES" AND  "BLACK
             ISLE HELICOPTERS";
     *5."THE BUSINESS PREMISES"  MEANS  THE  COVENTRY  PREMISES,  THE
             CUMBERNAULD PREMISES AND THE INVERNESS PREMISES;
     *6."THE  BVLG  DEBT"  MEANS  THE  OBLIGATIONS AND LIABILITIES OF
             LYNTON GROUP INC. AND/OR LYNTON  AVIATION LIMITED AND/OR
             LYNTON AND/OR DOLLAR (INCLUDING THE OBLIGATIONS TO REPAY
             PRINCIPAL AND TO PAY INTEREST) IN  RESPECT  OF  THE LOAN
             MADE  BY  CUBE  AIR  FINANCE  LIMITED IN RESPECT OF (AND
             SECURED  OVER)  THE  AEROSPATIALE   AS355F1  HELICOPTER,
             SERIAL NUMBER 5011 AND REGISTRATION MARK G-BVLG;
     *7."THE  BTWW  DEBT"  MEANS THE OBLIGATIONS AND  LIABILITIES  OF
             DOLLAR (INCLUDING THE OBLIGATIONS TO REPAY PRINCIPAL AND
             TO PAY INTEREST)  IN  RESPECT  OF THE LOAN MADE BY CLOSE
             BROTHERS LIMITED AND/OR AIR AND  GENERAL FINANCE LIMITED
             IN RESPECT OF (AND SECURED OVER) THE  AUGUSTA  BELL 206B
             HELICOPTER, SERIAL NUMBER 8567 AND REGISTRATION  MARK G-
             BTWW;
     *8."THE  BEWY  DEBT"  MEANS  THE  OBLIGATIONS AND LIABILITIES OF
             DOLLAR (INCLUDING THE OBLIGATIONS TO REPAY PRINCIPAL AND
             TO PAY INTEREST) IN RESPECT  OF  THE  LOAN MADE BY CLOSE
             BROTHERS LIMITED AND/OR AIR AND GENERAL  FINANCE LIMITED
             IN RESPECT OF (AND SECURED OVER) THE AUGUSTA  BELL  206B
             HELICOPTER, SERIAL NUMBER 0348 AND REGISTRATION MARK  G-
             BEWY;
     *9."THE  COMPLETION  DATE" MEANS 5 SEPTEMBER 1995 (OR SUCH OTHER
             DATE AS MAY BE  AGREED  IN  WRITING  BY  OR ON BEHALF OF
             GROUP AND BY OR ON BEHALF OF DOLLAR);
     *10."CONSIDERATION SHARES" MEANS "B" ORDINARY SHARES OF POUNDS 1
             EACH IN THE SHARE CAPITAL OF GROUP;
     *11."THE  COVENTRY  PREMISES" MEANS SITE 27 AT COVENTRY  AIRPORT
             LEASED  BY DOLLAR  FROM  THE  COUNCIL  OF  THE  CITY  OF
             COVENTRY  (AT  AN  ANNUAL  RENT  OF POUNDS 1,000 PAYABLE
             QUARTERLY  IN  ADVANCE)  FOR  A PERIOD  OF  THREE  YEARS
             COMMENCING ON 8 OCTOBER 1994 (SUBJECT  TO  EITHER  PARTY
             HAVING THE RIGHT TO BREAK THE LEASE AT ANY TIME AFTER 25
             DECEMBER 1995 ON THREE MONTHS PRIOR NOTICE);
     *12."THE  CUMBERNAULD  PREMISES"  MEANS THE OFFICE ACCOMMODATION
             AND HANGAR SPACE LEASED BY  DOLLAR FROM CORMACK AIRCRAFT
             SERVICES LIMITED IN TERMS OF  A LEASE DATED 29 MAY 1992,
             12 OCTOBER 1992 AND 10 NOVEMBER  1992 (AND REGISTERED IN
             THE BOOKS OF COUNCIL AND SESSION ON  21  DECEMBER  1992)
             BETWEEN CORMACK AIRCRAFT SERVICES LIMITED (AS LANDLORD),
             CUMBERNAULD  DEVELOPMENT  CORPORATION (AS HEAD LANDLORD)
             AND DOLLAR (AS TENANT);
     *13."THE CURRENT CONTRACTS" MEANS ALL  CONTRACTS  AND AGREEMENTS
             ENTERED INTO BY BLACK ISLE IN THE ORDINARY COURSE OF THE
             BLACK  ISLE  BUSINESS  AND  ALL CONTRACTS AND AGREEMENTS
             ENTERED INTO BY DOLLAR IN THE  ORDINARY  COURSE  OF  THE
             DOLLAR  BUSINESS,  INCLUDING (BUT NOT RESTRICTED TO) (A)
             THE  LONG  TERM  CONTRACTS,   (B)  OTHER  CONTRACTS  AND
             AGREEMENTS  BETWEEN  BLACK  ISLE AND  CUSTOMERS  OF  AND
             SUPPLIERS  TO  BLACK  ISLE,  (C)   OTHER  CONTRACTS  AND
             AGREEMENTS BETWEEN DOLLAR AND CUSTOMERS OF AND SUPPLIERS
             TO DOLLAR, (D) THE LEASING, HIRE PURCHASE  AND  CONTRACT
             HIRE AGREEMENTS ENTERED INTO BY BLACK ISLE OR DOLLAR  IN
             RESPECT OF THE LEASED ASSETS, (E) THE AGREEMENTS ENTERED
             INTO  BY  BLACK  ISLE  FOR  THE  LEASE  OF PHOTOCOPIERS,
             FRANKING MACHINES, FAX MACHINES AND TELEPHONE EQUIPMENT,
             (F) THE AGREEMENTS ENTERED INTO BY DOLLAR  FOR THE LEASE
             OF  PHOTOCOPIERS,  FRANKING  MACHINES, FAX MACHINES  AND
             TELEPHONE  EQUIPMENT,  (G)  ANY  MAINTENANCE  AGREEMENTS
             ENTERED   INTO  BY  BLACK  ISLE,  (H)  ANY   MAINTENANCE
             AGREEMENTS  ENTERED  INTO  BY  DOLLAR, (I) ANY CONTRACTS
             ENTERED INTO BY BLACK ISLE FOR THE  PROVISION  TO  BLACK
             ISLE OF SECURITY SERVICES, EQUIPMENT OR SYSTEMS AND  (J)
             ANY  CONTRACTS  ENTERED INTO BY DOLLAR FOR THE PROVISION
             TO DOLLAR OF SECURITY  SERVICES,  EQUIPMENT  OR  SYSTEMS
             (BUT  THERE SHALL BE EXCLUDED FROM THE CURRENT CONTRACTS
             ANY CONTRACT OR AGREEMENT WHICH HAS BEEN FULLY SATISFIED
             OR COMPLETED PRIOR TO THE TRANSFER DATE AND ANY CONTRACT
             OR AGREEMENT (OTHER THAN THE LONG TERM CONTRACTS AND THE
             LEASING,  HIRE  PURCHASE  AND  CONTRACT  HIRE AGREEMENTS
             ENTERED INTO BY BLACK ISLE OR DOLLAR IN RESPECT  OF  THE
             LEASED  ASSETS)  WHICH  WILL  NOT IN ITS ORDINARY COURSE
             TERMINATE  OR  BE  COMPLETED OR IMPLEMENTED  WITHIN  THE
             PERIOD  OF 60 DAYS COMMENCING  ON  (AND  INCLUDING)  THE
             TRANSFER  DATE  OR  WHICH CANNOT BE TERMINATED BY EITHER
             BLACK ISLE OR DOLLAR  (AND  THEREFORE  BY GROUP) WITHOUT
             COST  OR PENALTY BY GIVING 60 DAYS' NOTICE  OR  LESS  OF
             TERMINATION);
     *14."THE DENHAM  STOCK" MEANS THE STOCK OF SPARE AND REPLACEMENT
             PARTS HELD  BY  DOLLAR  FOR  JET  RANGER 206 HELICOPTERS
             (WHICH  STOCK  IS  NOT LOCATED AT ANY  OF  THE  BUSINESS
             PREMISES);
     *15."THE DOLLAR/BARCLAYS FLOATING  CHARGE"  MEANS  THE  FLOATING
             CHARGE,  DATED  11  APRIL  1986  AND REGISTERED WITH THE
             REGISTRAR  OF  COMPANIES ON 21 APRIL  1986,  GRANTED  BY
             DOLLAR IN FAVOUR  OF  BARCLAYS  BANK  PLC OVER THE WHOLE
             UNDERTAKING AND ASSETS OF DOLLAR;
     *16."THE  DOLLAR BUSINESS" MEANS THE BUSINESS OF  OPERATING  AND
             SERVICING HELICOPTERS CARRIED ON BY DOLLAR IN THE UNITED
             KINGDOM  (AND  WHICH  BUSINESS  INCLUDES  THE BLACK ISLE
             BUSINESS);
     *17."THE DOLLAR OWNED HELICOPTERS" MEANS THOSE HELICOPTERS BRIEF
             DETAILS OF WHICH ARE SET OUT IN PART 2 OF THE SCHEDULE;
     *18."THE  EXCLUDED  EMPLOYEES"  MEANS  THOSE  PRESENT OR  FORMER
             EMPLOYEES  OF  BLACK  ISLE AND THOSE PRESENT  OR  FORMER
             EMPLOYEES  OF  DOLLAR  WHO   ARE  NOT  INCLUDED  IN  THE
             TRANSFERRING EMPLOYERS;
     *19."THE  FIXED  ASSETS"  MEANS  ALL  THE  ITEMS   OR  PARTS  OF
             MACHINERY,  EQUIPMENT,  TOOLS,  WORK SHOP EQUIPMENT  AND
             OFFICE FURNITURE AND EQUIPMENT SPECIFIED  IN  PART  1 OF
             THE  SCHEDULE  AND  ALL  OTHER  MACHINERY, EQUIPMENT AND
             TOOLS OWNED BY DOLLAR;
     *20."THE INVERNESS PREMISES" MEANS HANGAR BUILDING NUMBER 124 AT
             INVERNESS AIRPORT LEASED BY BLACK  ISLE  FROM  HIGHLANDS
             AND  ISLANDS AIRPORTS LIMITED IN TERMS OF A LEASE  DATED
             17 FEBRUARY  1994 BETWEEN HIGHLANDS AND ISLANDS AIRPORTS
             LIMITED (AS LANDLORD) AND BLACK ISLE  (AS TENANT);
     *21."THE LEASED ASSETS" MEANS THE LEASED HELICOPTERS, THE LEASED
             VEHICLES AND THE  OTHER ITEMS SPECIFIED IN PART 3 OF THE
             SCHEDULE;
     *22."THE  LEASED  HELICOPTERS"  MEANS  THOSE  HELICOPTERS  BRIEF
             DETAILS OF WHICH ARE SET OUT IN PART 4 OF THE SCHEDULE;
     *23."THE LEASED VEHICLES"  MEANS THOSE VEHICLES BRIEF DETAILS OF
             WHICH ARE SET OUT IN PART 5 OF THE SCHEDULE;
     *24."THE  LONG  TERM  CONTRACTS"  MEANS  THOSE  CONTRACTS  BRIEF
             DETAILS OF WHICH ARE SET OUT IN PART 6 OF THE SCHEDULE;
     *25."THE LYNTON GROUP"  MEANS  LYNTON  AND  THE  SUBSIDIARIES OF
             LYNTON,  AND  "MEMBER  OF  THE  LYNTON  GROUP" SHALL  BE
             CONSTRUED ACCORDINGLY;
     *26."THE  OWNED  VEHICLES" MEANS THE VANS AND TRAILERS  USED  BY
             DOLLAR IN  FORESTRY  (SUCH  VANS  AND TRAILERS HAVING AN
             AGREED  AGGREGATE  VALUE  OF  POUNDS  3,000)   AND   THE
             PORTACABINS AT COVENTRY AND SERCO USED BY DOLLAR AND THE
             PORTACABINS USED BY DOLLAR IN FORESTRY (SUCH PORTACABINS
             HAVING AN AGREED AGGREGATE VALUE OF POUNDS 11,300);
     *27."SALE  ITEMS" MEANS THE DOLLAR BUSINESS AND THE PROPERTY AND
             ASSETS  THEREOF  SPECIFIED  IN  CLAUSES  2.2.2 TO 2.2.21
             INCLUSIVE OF THIS AGREEMENT;
     *28."THE  SCHEDULE"  MEANS  THE SCHEDULE COMPRISING EIGHT  PARTS
             ANNEXED AND SIGNED AS RELATIVE TO THIS AGREEMENT;
     *29."THE STOCKS" MEANS THE STOCK (INCLUDING THE DENHAM STOCK) OF
             SPARE PARTS, REPLACEMENT  PARTS,  FUEL,  OIL, LUBRICANTS
             AND  STATIONERY  HELD  BY  DOLLAR AS AT MIDNIGHT  ON  31
             AUGUST 1995;
     *30."SUBSIDIARY" HAS THE MEANING ASCRIBED  TO  IT IN SECTION 736
             OF THE COMPANIES ACT 1985;
     *31."THE TRANSFER DATE" MEANS 1 SEPTEMBER 1995;
     *32."THE TRANSFERRING EMPLOYEES" MEANS THOSE EMPLOYEES OF DOLLAR
             EMPLOYED IN THE DOLLAR BUSINESS WHOSE RESPECTIVE  NAMES,
             CURRENT ANNUAL SALARIES, DATES OF BIRTH AND COMMENCEMENT
             DATES  OF  EMPLOYMENT  ARE  SET  OUT  IN  PART  7 OF THE
             SCHEDULE  (AND  WHO ARE TO BECOME EMPLOYEES OF GROUP  ON
             THE  COMPLETION  DATE   PURSUANT   TO  THE  TRANSFER  OF
             UNDERTAKINGS  (PROTECTION  OF  EMPLOYMENT)   REGULATIONS
             1981);
     *33.THE   DOLLAR  OWNED  HELICOPTERS  INCLUDE  THE  ENGINES  AND
             GEARBOXES  (AND  ANY SPARE ENGINES OR GEARBOXES) AND ALL
             THE  COMPONENTS,  EQUIPMENT,  ACCESSORIES,  INSTRUMENTS,
             PARTS AND FITTINGS OF SUCH HELICOPTERS;
     *34."IN THE AGREED TERMS" MEANS  IN TERMS AGREED BY OR ON BEHALF
             OF THE PARTIES TO THIS AGREEMENT;  AND
     *35."THE OPENING OF BUSINESS ON THE  TRANSFER  DATE"  MEANS  ONE
             SECOND PAST MIDNIGHT ON 31 AUGUST 1995.

SALE OF THE DOLLAR BUSINESS
2.1  Black  Isle  and Dollar hereby confirm and warrant to Group that
     the business of  Black  Isle  and  the assets and liabilities of
     such business have been acquired by  and  transferred  to  Group
     with effect from 30 August 1995, and Black Isle hereby:-
     2.1.1  warrants  to  Group  that Black Isle ceased trading on 30
            August 1995;
     2.1.2  agrees to Group and any  third  party authorised by Group
            using all or any of the Business Names; and
     2.1.3  recognises  the obligations of Black  Isle  in  terms  of
            Clause 22 of this Agreement.
2.2  Dollar hereby agrees  to  sell to Group, and Group hereby agrees
     to purchase from Dollar, with  effect  from  the Completion Date
     and as a going concern the Dollar Business and  the property and
     assets thereof comprising:-
     2.2.1  the  goodwill  of  the Black Isle Business together  with
            whatever rights each  of Black Isle and Dollar has to the
            current telephone and fax  numbers  used  by  Black  Isle
            and/or  Dollar in connection with the Black Isle Business
            and the exclusive  right  to Group to represent itself as
            carrying on the Black Isle  Business  in  continuation of
            and in succession to Black Isle and/or Dollar with effect
            from and after the Completion Date;
     2.2.2  the  goodwill  of  the  Dollar  Business  together   with
            Dollar's  right  to  use the Business Names in connection
            with the Dollar Business and whatever right Dollar has to
            the current telephone  and  fax numbers used by Dollar in
            connection  with the Dollar Business  and  the  exclusive
            right to Group  to  represent  itself  as carrying on the
            Dollar Business in continuation of and in  succession  to
            Dollar with effect from and after the Completion Date;
     2.2.3  the Fixed Assets;
     2.2.4  the Dollar Owned Helicopters;
     2.2.5  the Owned Vehicles;
     2.2.6  the Stocks;
     2.2.7  the  interest  of  Black  Isle  and/or Dollar in, and the
            obligations of Black Isle and/or  Dollar under, the lease
            of the Inverness Premises;
     2.2.8  the interest of Dollar in, and the  obligations of Dollar
            under, the lease of the Cumbernauld Premises;
     2.2.9  the interest of Dollar in, and the obligations  of Dollar
            under, the lease of the Coventry Premises;
     2.2.10 the  interest  of Black Isle and/or Dollar in and to  the
            tenants' improvements to the Inverness Premises;
     2.2.11 the  interest  of   Dollar   in   and   to  the  tenants'
            improvements to the Cumbernauld Premises;
     2.2.12 the   interest   of   Dollar   in  and  to  the  tenants'
            improvements to the Coventry Premises;
     2.2.13 the  interests  of  Black Isle and  Dollar  in,  and  the
            benefit  (but subject  always  to  the  burden  attaching
            thereto) of, the Current Contracts;
     2.2.14 whatever interests  Black  Isle and/or Dollar has or have
            in  any  trade  marks or logos  and  all  design  rights,
            knowhow and other  intellectual property rights of Dollar
            and/or Black Isle;
     2.2.15 all licences and consents held by Black Isle with respect
            to or for the purposes  of  the  Black Isle Business (but
            only  in so far as Black Isle and/or  Dollar  can  assign
            such rights and consents);
     2.2.16 all licences  and consents held by Dollar with respect to
            or for the purposes  of  the Dollar Business (but only in
            so far as Dollar can assign such rights and consents);
     2.2.17 the book debts of Black Isle  as at midnight on 31 August
            1995 (but excluding any sum as  at that time due to Black
            Isle by any other member of the Lynton Group);
     2.2.18 the book debts of Dollar as at midnight on 31 August 1995
            (but excluding any sum as at that  time  due to Dollar by
            any other member of the Lynton Group);
     2.2.19 cash in hand and at bank of Dollar as at midnight  on  31
            August 1995;
     2.2.20 all rights and claims of Black Isle against third parties
            with  respect  to  the  Black Isle Business, the Business
            Premises,  the  Fixed Assets,  the  Owned  Vehicles,  the
            Stocks, the Leased  Assets, the Current Contracts and the
            book debts of Black Isle  (but  only  in  so far as Black
            Isle and/or Dollar can assign such rights and claims);
     2.2.21 all  rights  and  claims of Dollar against third  parties
            with  respect  to  the   Dollar  Business,  the  Business
            Premises, the Fixed Assets, the Dollar Owned Helicopters,
            the Owned Vehicles, the Stocks,  the  Leased  Assets, the
            Current Contracts and the book debts of Dollar  (but only
            in  so  far  as Dollar can assign such rights and claims)
            but always excluding  any  item,  asset, goods, property,
            right,  interest  or benefit not specifically  listed  in
            paragraphs 2.2.1 to 2.2.21 inclusive above.

PRICE
3.1  The price payable by Group  to  Dollar  for  the goodwill of the
     Dollar Business shall be Pounds 1, exclusive of value added tax.
3.2  The  aggregate  price  payable  by  Group for the Sale  Items  (
     including  the  goodwill  of  the  Dollar   Business)  shall  be
     satisfied  by  the allotment and issue of 500,000  Consideration
     Shares credited as fully paid up, such shares to be allotted and
     issued on the direction  of  Dollar  (which  is hereby given) to
     Lynton.
3.3  Any  amount  in  excess of Pounds 500,000 which is  credited  as
     fully paid up on the  500,000  Consideration Shares allotted and
     issued in terms of this Agreement shall be credited to the share
     premium account of Group.

COMPLETION
4.1  Completion of the sale and purchase  of  the Dollar Business and
     the Sale Items shall take place on the Completion Date, when the
     following shall take place:-
     4.1.1   the Fixed Assets, the Leased Assets,  the  Dollar  Owned
             Helicopters, the Owned Vehicles and the Stocks shall  be
             delivered or constructively delivered to Group by Dollar
             (providing  always that there shall be no requirement to
             deliver to Group  any  items  of  the Stocks used in the
             ordinary course of the Dollar Business after midnight on
             31 August 1995);
     4.1.2   there  shall  be delivered to Group by  Dollar  searches
             against each of  the  Dollar  Owned  Helicopters showing
             that  Dollar  is  the registered owner of  each  of  the
             Dollar  Owned  Helicopters  (or,  in  the  case  of  the
             Aerospatiale  AS355F1   helicopter  serial  number  5011
             registration mark G-BVLG,  that  Lynton Aviation Limited
             is the registered holder of that helicopter) and showing
             no outstanding charge or mortgage (other than any charge
             or  mortgage  of  which  a  validly  executed  effective
             discharge, in the agreed terms, is delivered to Group at
             Completion);
     4.1.3   there  shall  be  delivered to Group by Dollar  searches
             against each of Lynton, Black Isle and Dollar showing no
             deed or diligence (other  than  the  Black Isle/Barclays
             Floating Charge, the Dollar/Barclays Floating Charge and
             any other charge or mortgage of which a validly executed
             effective discharge, in the agreed terms,  is  delivered
             to  Group  at  Completion) prejudicial to the respective
             rights of Lynton,  Black  Isle  and Dollar to enter into
             and complete this Agreement and,  in the case of Dollar,
             to  sell  the  Sale  Items (including the  Dollar  Owned
             Helicopters) to Group;
     4.1.4   there shall be delivered  to  Group  by  Dollar evidence
             satisfactory to Group (acting reasonably)  that  each of
             the  Dollar  Owned  Helicopters  and  each of the Leased
             Helicopters is registered in the United  Kingdom and has
             a current certificate of airworthiness;
     4.1.5   all   documents   of   title   if   any  (and  including
             certificates of registration of ownership  in respect of
             the  Dollar  Owned  Helicopters and vehicle registration
             documents, tax discs  and  "MOT" certificates in respect
             of the Owned Vehicles to the  Fixed  Assets,  the Dollar
             Owned   Helicopters  and  the  Owned  Vehicles  will  be
             delivered  by  Dollar  to  Group  (having been, where so
             required by Group, signed and endorsed by Black Isle, or
             as  the  case  may  require, Dollar or  Lynton  Aviation
             Limited in favour of  Group),   and a letter from Dollar
             to the Civil Aviation Authority confirming that Group is
             the  owner  of, and should be registered  by  the  Civil
             Aviation Authority  as  the owner of, each of the Dollar
             Owned Helicopters shall be delivered by Dollar to Group;
     4.1.6   Dollar shall deliver to Group  (a)  a  validly  executed
             assignation (in the agreed terms) in favour of Group  of
             the  tenant's  interest  in  respect  of the lease under
             which Dollar is the tenant of the Cumbernauld  Premises,
             (b) a validly executed assignation (in the agreed terms)
             in  favour  of Group of the tenant's interest in respect
             of the lease  under  which  Dollar  is the tenant of the
             Coventry   Premises,   and   (c)   a  validly   executed
             assignation (in the agreed terms) in  favour of Group of
             the  tenant's  interest  in respect of the  lease  under
             which  Black  Isle  is  the  tenant   of  the  Inverness
             Premises;
     4.1.7   Dollar  shall  deliver  to Group (a) a letter  from  the
             holder  of each outstanding  floating  charge  (if  any)
             granted by  Black  Isle  and  by Lynton Aviation Limited
             confirming that the floating charge has not crystallised
             and that no steps have been or will be taken on or prior
             to  the Completion Date by the holder  of  the  floating
             charge  to  appoint a receiver or receivers of the whole
             of any part of  the  property  and  undertaking of Black
             Isle or of Lynton Aviation Limited and (b) a letter from
             the holder of each outstanding floating  charge (if any)
             granted  by  Dollar confirming that the floating  charge
             has not crystallised and that no steps have been or will
             be taken on or  prior  to  the  Completion  Date  by the
             holder  of the floating charge to appoint a receiver  or
             receivers  of the whole or any part of Dollar's property
             and undertaking;
     4.1.8   Lynton shall  deliver  to Group a letter from the holder
             of each outstanding floating  charge (if any) granted by
             Lynton  confirming  that  the floating  charge  has  not
             crystallised and that no steps  have  been  or  will  be
             taken  on  or prior to the Completion Date by the holder
             of the floating  charge  to  appoint  a  receiver of the
             whole or any part of Lynton's property and undertaking;
     4.1.9   Dollar shall deliver to Group (a) a mandate  from  Black
             Isle  instructing Barclays Bank PLC to pay and make over
             to Group  any  sum  or  payment  paid  to or received by
             Barclays  Bank  PLC  for  the  account  of  Black   Isle
             forthwith  upon  Barclays  Bank PLC holding or receiving
             cleared funds in respect of  such receipt or payment and
             authorising Barclays Bank PLC to credit to an account of
             Group any cheque or other payment  in  favour  of  Black
             Isle  and (b) a mandate from Dollar instructing Barclays
             Bank PLC  to  pay  and  make  over  to  Group any sum or
             payment paid to or received by Barclays Bank PLC for the
             account  of  Dollar  forthwith  upon Barclays  Bank  PLC
             holding or receiving cleared funds  in  respect  of such
             receipt or payment and authorising Barclays Bank PLC  to
             credit  to  an  account  of  Group  any  cheque or other
             payment in favour of Dollar;
     4.1.10  Dollar shall grant to Group vacant leasehold  possession
             and  actual  occupation of (a) the Cumbernauld Premises,
             (b)  the  Coventry   Premises   and  (c)  the  Inverness
             Premises;
     4.1.11  Dollar shall pay to Group, or otherwise account to Group
             for,  the  cash  in hand and at bank  of  Dollar  as  at
             midnight on 31 August 1995;
     4.1.12  Dollar shall (or shall  undertake to) deliver or provide
             to Group any third party consents (including consents of
             landlords, head landlords,  customers  and finance, hire
             purchase and leasing companies) to the transfer to Group
             of the benefit and burden of the Current Contracts;
     4.1.13  500,000  Consideration  Shares  shall  be  allotted  and
             issued,  credited  as fully paid up, to Lynton  (on  the
             direction of Dollar which is hereby given), Lynton shall
             be entered in the Register  of  Members  of Group as the
             holder of such shares and a Certificate for  such shares
             shall be signed and issued to Lynton; and
     4.1.14  Group shall pay to Barclays Bank PLC such amount  as  is
             required  to repay the overdraft of Dollar with Barclays
             Bank PLC.
4.2  Group shall not be  obliged  to  complete  the  purchase  of the
     Dollar  Business  or  of  the Sale Items in accordance with this
     Agreement unless the purchases  of  the Dollar Business and each
     of the Sale Items are each completed on the Completion Date.

CESSATION AND CONTINUATION OF THE DOLLAR BUSINESS
5.1  Dollar shall wholly discontinue the Dollar  Business with effect
     from  the Completion Date and Group shall carry  on  the  Dollar
     Business from and after the Completion Date and Group shall have
     the exclusive  right  from  and  after  the  Completion  Date to
     represent   itself   as  carrying  on  the  Dollar  Business  in
     continuation of and in  succession  to  Dollar  and  to  use the
     Business  Names  in  connection  with  the Dollar Business; and,
     subject  always  to  Clause  5.7 and 5.11 below,  all  revenues,
     costs,  liabilities  and  expenses  in  respect  of  the  Dollar
     Business arising from and after  the commencement of business on
     the Transfer Date shall be for the  account  of Group (except in
     respect  of  any  such  costs, liabilities and expenses  to  the
     extent that it is provided elsewhere in this Agreement that they
     are to remain the responsibility  and  liability  of  Black Isle
     and/or of Dollar).
5.2  It is hereby agreed that Group shall be entitled to receive  and
     recover   payment  for  Group's  own  account  for  (and,  where
     appropriate,  to render invoices in respect of) any work carried
     out or services  provided  by Black Isle on or prior to midnight
     on 31 August 1995 for which  Black Isle or Dollar as at midnight
     on 31 August 1995 has not received payment.
5.3  It is hereby agreed that Group  shall be entitled to receive and
     recover  payment  for  Group's  own  account   for  (and,  where
     appropriate, to render invoices in respect of) any  work carried
     out or services provided by Dollar on or prior to midnight on 31
     August  1995  for which Dollar as at midnight on 31 August  1995
     has not received payment.
5.4  Group shall from  and  after  the  Completion Date implement and
     fulfil  Black Isle's part in all of the  Current  Contracts  and
     shall keep Black Isle and/or Dollar on demand freed and relieved
     from, and  indemnified  against,  all loss or damage which Black
     Isle and/or Dollar may suffer or incur  arising  out  of  or  in
     connection  with  Group's  failure to implement and fulfil Black
     Isle's part in respect of any of the Current Contracts.
5.5  Group shall from and after the  Completion  Date  implement  and
     fulfil  Dollar's  part in all of the Current Contracts and shall
     keep Dollar on demand  freed  and relieved from, and indemnified
     against, all loss or damage which  Dollar  may  suffer  or incur
     arising  out  of  or  in  connection  with  Group's  failure  to
     implement  and  fulfil  Dollar's  part  in respect of any of the
     Current Contracts.
5.6  Subject always to Clause 8.1 below, Group  shall  be responsible
     for,  and shall free and relieve and indemnify Black  Isle  from
     and against,  all  debts,  liabilities,  obligations  and  other
     outgoings  and  expenses  which  have  accrued  or arisen in the
     ordinary  course of the Black Isle Business on or  prior  to  31
     August 1995  and  which  remain outstanding as at midnight on 31
     August 1995, except that Group shall not be responsible for (and
     shall not be bound to free  and relieve and indemnify Black Isle
     from  and against) (a) any value  added  tax,  corporation  tax,
     national  insurance contributions or income tax payable by Black
     Isle and (b)  any  liability  of  Black  Isle  for or arising in
     respect  of  any  loss  of life or any injury or damage  to  any
     person or property; and Group shall not be or become responsible
     for any debt, liability, obligation or other outgoing or expense
     of Black Isle except for  those debts, liabilities, obligations,
     other outgoings and expenses  of  Black  Isle  for  which  Group
     expressly   agrees  to  become  responsible  in  terms  of  this
     Agreement or which by law become the responsibility of Group.
5.7  Subject always  to Clause 8.1 below and Clause 5.12 below, Group
     shall  be responsible  for,  and  shall  free  and  relieve  and
     indemnify  Dollar  from and against the BVLG Debt, the BTWW Debt
     and the BEWY Debt and  all other debts, liabilities, obligations
     and other outgoings and expenses which have accrued or arisen in
     the  ordinary course of the  Dollar  Business  on  or  prior  to
     midnight  on  31  August 1995 and which remain outstanding as at
     midnight on 31 August  1995,  except  that  Group  shall  not be
     responsible for (and shall not be bound to free and relieve  and
     indemnify  Dollar  from  and  against)  (a) any value added tax,
     corporation tax, national insurance contributions  or income tax
     payable by Dollar and (b) any liability of Dollar for or arising
     in  respect of any loss of life or any injury or damage  to  any
     person or property; and Group shall not be or become responsible
     for any debt, liability, obligation or other outgoing or expense
     of Dollar  except  for  those  debts,  liabilities, obligations,
     other outgoings and expenses of Dollar for which Group expressly
     agrees to become responsible in terms of this Agreement or which
     by law become the responsibility of Group.
5.8  Except in so far as otherwise provided in  this Agreement, Black
     Isle and Dollar shall be jointly and severally  responsible  for
     all  debts, liabilities, taxes, obligations, other outgoings and
     expenses  payable by, and claims outstanding or accrued against,
     Black Isle  in respect of the Black Isle Business as at midnight
     on 31 August  1995;  and  Lynton,  Black  Isle  and Dollar shall
     jointly  and severally keep Group on demand freed  and  relieved
     from, and  indemnified  against, all of such debts, liabilities,
     taxes, obligations, other outgoings and expenses.
5.9  Except in so far as otherwise provided in this Agreement, Dollar
     shall  be  responsible  for   all   debts,  liabilities,  taxes,
     obligations, other outgoings and expenses payable by, and claims
     outstanding or accrued against, Dollar  in respect of the Dollar
     Business  as at midnight on 31 August 1995;  and  Lynton,  Black
     Isle and Dollar shall jointly and severally keep Group on demand
     freed and relieved  from,  and  indemnified against, all of such
     debts,  liabilities,  taxes, obligations,  other  outgoings  and
     expenses.
5.10 Except as expressly provided  in this Agreement, Group shall not
     be or become responsible or liable  for the payment or repayment
     of  any  debt, loan or obligation secured  by  any  mortgage  or
     charge over  all  or any of the Dollar Owned Helicopters, or for
     any  interest,  costs,   charges   or  expenses  (including  any
     prepayment fee, penalty, cost or expense) in respect of any such
     debt, loan or obligation.
5.11 For  the  avoidance  of  doubt, Group shall  not  be  or  become
     responsible for any liability  of  either  Dollar  or Black Isle
     which has been or is incurred by Dollar or Black Isle  prior  to
     Completion  in  terms  of  Clause  4 of this Agreement if Dollar
     and/or Black Isle has or have (or should  in the ordinary course
     of business have had or have) insurance against such liability.
5.12 Group shall not be or become responsible for,  and  shall not be
     obliged  to  free  and relieve Dollar from and against the  BVLG
     Debt, if Group notifies Dollar in writing on or before 5pm on 12
     September 1995 that  the  terms and conditions of the BVLG Debt,
     or the terms and conditions  of  any  loan  offered  by Cube Air
     Finance  Limited  to refinance the BVLG Debt, are not acceptable
     to Group (acting reasonably).  In  the event of Group giving any
     such  notice  to Dollar (a) Group shall  immediately  thereafter
     retransfer to Dollar  title  to the Aerospatiale AS355F1, serial
     number 5011 and registration mark  G-BVLG, (b) take an operating
     lease (at the rate of US $15,000 per  month)  of that helicopter
     from Dollar until at least 30 September 1996 and  on  such other
     terms  and conditions as may be agreed between Group and  Dollar
     both acting  reasonably  and  (c) Dollar shall have the right to
     require Group to purchase from  Dollar, and Group shall have the
     right to require Dollar to sell to  Group, such helicopter on 30
     September 1996 at a price equal to US  $495,108.22  plus  50 PER
     CENT of the amount by which the final payment (including accrued
     interest)  by  Dollar  in  respect  of  the BVLG Debt exceeds US
     $495,108.22  and less 50 PER CENT of the amount  by  which  such
     final payment (and accrued interest) is less than US $495,108.22
     (on the assumption  that  the  amount  of  such final payment is
     calculated in accordance with the terms and  conditions  of  the
     BVLG  Debt  disclosed  to  Group  on  or before the date of this
     Agreement and that all payments in respect of the BVLG Debt have
     been and shall be timeously paid).

NET ASSET VALUE STATEMENT
6.1  A Net Asset Value Statement shall be prepared by Angus MacKenzie
     & Company.  The Net Asset Value Statement  shall  be in the form
     set out in Part 8 of the Schedule and shall (subject  always  to
     Clause  8.1  of  this Agreement) specify the aggregate amount or
     value as at midnight on 31 August 1995 of, at that time:-
     6.1.1   the Dollar Owned Helicopters;
     6.1.2   the Fixed Assets;
     6.1.3   the Owned Vehicles and the Leased Vehicles;
     6.1.4   the Stocks  (insofar  as the Stocks are sold to Group in
             terms of this Agreement);
     6.1.5   the cash in hand and at bank of Black Isle and of Dollar
             sold to Group in terms  of this Agreement (to the extent
             that  such  cash is received  by  or  accounted  for  to
             Group);
     6.1.6   the book debts of Black Isle and Dollar sold to Group in
             terms of this Agreement;  and
     6.1.7   the  current assets  of  Black  Isle  and  Dollar  sold,
             transferred  or  assigned  to  Group  in  terms  of this
             Agreement;
     less  (a)  the  amount  paid  by  Group  to Barclays Bank PLC in
     payment of the outstanding principal amount and accrued interest
     in  respect  of Dollar's overdraft with Barclays  PLC,  (b)  the
     amounts of the  BVLG  Debt,  the BTWW Debt and the BEWY Debt and
     (c) the cash value or amount of  the  other  debts, liabilities,
     obligations,  other outgoings and expenses of Dollar  and/or  of
     Black Isle transferred to, or which become the responsibility or
     liability of, Group  in  terms  of this Agreement (the net total
     brought out in the Aggregate Net  Asset  Value  Statement  being
     referred to in this Agreement as "the Aggregate NAV").
6.2  In the preparation of the Net Asset Value Statement:-
     6.2.1   the value of the Dollar Owned Helicopters shall be shown
             as Pounds 1,065,000;
     6.2.2   the  value  of the Fixed Assets shall be shown as Pounds
             306,593;
     6.2.3   the value of  the Owned Vehicles and the Leased Vehicles
             shall be shown as Pounds 64,300;
     6.2.4   the Stocks shall  be  valued in accordance with the list
             of the stocks of Black  Isle  and  Dollar  as at 22 July
             1995 agreed between Angus MacKenzie & Company (acting on
             behalf of Group) and Dollar, with (a) the value  of  any
             of  the Stocks which are included in such list being the
             value  attributed thereto in such list, (b) the value of
             any of the  Stocks purchased by Black Isle and/or Dollar
             in the ordinary  course  of  business since 22 July 1995
             being the cost price thereof,  (c)  the  value of any of
             the  Stocks purchased by Black Isle or Dollar  otherwise
             than in  the  ordinary  course of business since 22 July
             1995 being nil and (d) the  value  of  any  item  of the
             Stocks  which has been or is agreed to be obsolete shall
             be nil;  and
     6.2.5   the value  of the cash in hand, cash in bank, book debts
             and other current  assets  sold, transferred or assigned
             to  Group in terms of this Agreement  shall  be  in  the
             amount or value thereof agreed between Angus MacKenzie &
             Company  (acting  on  behalf  of  Group)  and Dollar or,
             failing  such  agreement,  the  amount or value  thereof
             determined  in  accordance  with  Clause   7   of   this
             Agreement,  subject  always,  in  the  case  of the book
             debts, to Clause 6.5 of this Agreement.
6.3  The fuel tanks of Dollar have been dipped in order to  determine
     the amount of fuel in the tanks.
6.4  The Stocks shall be determined by reference to the stock records
     of Black Isle and Dollar and by reference to the records  of the
     stocks  acquired,  utilised  and  disposed  of by Black Isle and
     Dollar since 22 July 1995 and shall be subject  to such checking
     or verification (including any physical counting  of  the Stocks
     and  dipping  of  fuel  tanks) as Angus MacKenzie & Company  (on
     behalf of Group) may require.
6.5  No account shall (unless  otherwise  agreed  between  Dollar and
     Angus MacKenzie & Company (on behalf of Group)) be taken  in Net
     Asset  Value  Statement or in the determination of the Aggregate
     NAV of any of the  book  debts  sold, transferred or acquired by
     Group in terms of this Agreement  to  the extent that the amount
     thereof has not been received by Group  on  or before 31 January
     1996.
6.6  Dollar shall be entitled to such access to the working papers of
     Group relating to the preparation of the draft  Net  Asset Value
     Statement as is reasonably required by Dollar.   Dollar shall be
     entitled  to make submissions in connection with the preparation
     of  the  draft   Net   Asset  Value  Statement,  and  reasonable
     consideration shall be given  by   Angus MacKenzie & Company and
     by Group to any such submission.
6.7  The  parties  to  this  Agreement  shall   use   all  reasonable
     endeavours to procure that by no later than 30 September 1995:-
     6.7.1   a  draft  of  the  Net  Asset  Value Statement has  been
             prepared by Angus MacKenzie & Company;  and
     6.7.2   Dollar  has  received (by delivery  to  Dollar  care  of
             Lynton Group Limited  at   Denham  Airport, Hangar Road,
             Uxbridge, Middlesex UB9 5DF  marked for the attention of
             "Christopher Tennant or Manus O'Donnell")  a copy of the
             draft Net Asset Value Statement.
6.8  Within  the period of 21 days immediately following the  receipt
     by Dollar  of  the draft Net Asset Value Statement in accordance
     with Clause 6.7  above,  Dollar  shall  notify Angus MacKenzie &
     Company (on behalf of Group) in writing as  to  whether  or  not
     Dollar  disputes  the draft Net Asset Value Statement and/or the
     determination of the Aggregate NAV as disclosed in the draft Net
     Asset Value Statement.
6.9  In the event that Dollar  does  not  give  notice  in accordance
     with,  and within the period specified in, Clause 6.8  above  or
     does not state in any such notice that Dollar disputes the draft
     Net Asset  Value  Statement  and/or  the  determination  of  the
     Aggregate  NAV  as  disclosed  in  the  draft  Net  Asset  Value
     Statement,  then  the  draft  Net  Asset  Value  Statement shall
     (except in the case of manifest error) be and become  conclusive
     and binding as to the amount of the Aggregate NAV.
6.10 In the event that Dollar gives notice in accordance with  Clause
     6.8  above  that  Dollar  disputes  the  draft  Net  Asset Value
     Statement  and/or  the  determination  of  the Aggregate NAV  as
     disclosed  in  the  draft  Net Asset Value Statement,  and  such
     dispute has not been resolved  between Angus MacKenzie & Company
     (on behalf of Group) and Dollar within 30 days after the date of
     such notification, then the determination  of such dispute shall
     forthwith (unless Angus MacKenzie & Company (on behalf of Group)
     and  Dollar  otherwise  agree)  thereafter  be  referred  to  an
     independent chartered accountant and settled in accordance  with
     Clause 7 of this Agreement.
6.11 If  Angus  MacKenzie  &  Company (on behalf of Group) and Dollar
     resolve any dispute between them as to the draft Net Asset Value
     Statement and/or the determination  of  the  Aggregate  NAV, and
     the draft Net Asset Value Statement is amended in such way as is
     agreed  by Angus Mackenzie & Company (on behalf  of  Group)  and
     Dollar, then  the  draft Net Asset Value Statement as so amended
     and agreed shall (except  in  the  case  of  manifest  error) be
     conclusive and binding as to the amount of the Aggregate NAV.
6.12 Forthwith upon the determination in accordance with Clause  7 of
     this  Agreement  of any dispute regarding the preparation of the
     Net Asset Value Statement  and/or regarding the determination of
     the  Aggregate  NAV  which  remains   unresolved  between  Angus
     MacKenzie & Company (on behalf of Group) and Dollar (and subject
     always to Clause 8.1 of this Agreement),  there  shall  be  made
     such  amendments (if any) to the draft Net Asset Value Statement
     as (i)  shall  be  necessary  to effect and take account of such
     determination and (ii) shall otherwise  have been agreed between
     Angus MacKenzie & Company (on behalf of Group)  and  Dollar, and
     the  draft  Net  Asset Value Statement as so amended and  agreed
     shall (except in the  case  of manifest error) be conclusive and
     binding as to the amount of the Aggregate NAV.
6.13 Group and Dollar shall be responsible  for  their respective own
     fees, costs and expenses in connection with the  preparation and
     adjustment  of  the Net Asset Value Statement and in  connection
     with the determination of the Aggregate NAV.

RESOLUTION OF DISPUTES
7.1  In the event of there  being any dispute between Angus MacKenzie
     & Company (on behalf of  Group) and Dollar as to the preparation
     of the Net Asset Value Statement and/or the determination of the
     Aggregate NAV, such dispute  shall  be  referred by either Angus
     MacKenzie & Company (on behalf of Group)  or  by  Dollar  to the
     decision  of  an  independent chartered accountant in accordance
     with the following provisions of this Clause.
7.2  The independent chartered  accountant  referred to in Clause 7.1
     above shall act as an expert and not as an arbiter or arbitrator
     and shall be mutually nominated by Angus MacKenzie & Company (on
     behalf  of  Group)  and  Dollar  or,  failing  agreement  as  to
     nomination,  shall be nominated by the President  for  the  time
     being of The Institute  of  Chartered Accountants of Scotland on
     the application of either Angus  MacKenzie  & Company (on behalf
     of  Group)  or Dollar.  The costs of such independent  chartered
     accountant shall be payable by Group.
7.3  The independent  chartered  accountant referred to in Clause 7.1
     above shall be appointed on terms  that he shall require one set
     of submissions in writing to be made to him by Angus MacKenzie &
     Company  (on behalf of Group) and by  Dollar  within  such  time
     (being not  more  than  30  days)  as  the independent chartered
     accountant   shall   determine.    Such  independent   chartered
     accountant  shall  be  entitled  in  his  discretion  to  accept
     counter-submissions from Angus MacKenzie & Company (on behalf of
     Group)  or Dollar (or their respective  professional  advisers),
     and such  independent  chartered  accountant  shall  further  be
     appointed  on  the  terms  that he shall lay down in writing and
     give a decision on the matter  or  matters  in dispute not later
     than 30 days after the dispute shall have been  referred  to him
     in accordance with this Clause.

AGGREGATE NAV ADJUSTMENT
8.1  Group  shall  be entitled (with the agreement of Dollar) to have
     excluded from the determination of the Aggregate NAV such one or
     more of the debts,  liabilities, obligations, other outgoings or
     expenses of Dollar and/or of Black Isle which:-
     (a)     but for the exclusion  thereof  in  terms of this Clause
             8.1 from the determination of the Aggregate  NAV,  would
             have  been  included  and  taken  into  account  in such
             determination;  and
     (b)     if  included and taken into account in the determination
             of the  Aggregate  NAV would result in the Aggregate NAV
             being less than Pounds 500,000.
     Group  shall  (with the agreement  of  Dollar)  be  entitled  to
     determine which  of  the  debts, liabilities, obligations, other
     outgoings or expenses of Dollar  and/or  of Black Isle is or are
     so excluded from the determination of the Aggregate NAV in terms
     of this Clause 8.1, and Group shall not assume or be responsible
     or liable for any debt, liability, obligation, other outgoing or
     expense of Black Isle or of Dollar which is so excluded from the
     determination  of  the  Aggregate  NAV.  Group  shall,  for  the
     purposes of this Clause 8.1, act through  and  be represented by
     Angus Mackenzie & Company.
8.2  If,  subject  always  to  Clause  8.1 above, the amount  of  the
     Aggregate  NAV  is  less than Pounds 500,000,  then  Lynton  and
     Dollar shall jointly  and severally pay in cash to Group, within
     seven days following the  determination  of the Aggregate NAV, a
     sum (exclusive of Value Added Tax) equal to  the amount by which
     the Aggregate NAV is less than Pounds 500,000, provided that the
     obligation and liability of Lynton and Dollar  to  pay  cash  to
     Group  in  terms  of  this  Clause  may,  subject  to  the prior
     agreement  in writing of Group, be satisfied by the transfer  to
     Group of such  asset  or  assets  the net value or aggregate net
     value of which is agreed in writing by Angus MacKenzie & Company
     (on  behalf of Group) to equal so much  of  such  obligation  or
     liability as is not satisfied by a cash payment to Group.
PASSING OF RISK AND TITLE
9.1  Risk of  loss  or damage to each of the Sale Items, the Business
     Premises, the Leased  Assets  and  the  Lynton  Owned Helicopter
     shall pass to Group on the Completion Date.
9.2  Where title to any of the Sale Items can pass to  Group  on  the
     delivery  or constructive delivery of that one of the Sale Items
     to Group, then title to that one of the Sale Items shall pass to
     Group on the delivery or constructive delivery thereof to Group.

ASSETS SOLD AND TRANSFERRED FREE OF ENCUMBRANCES
10.1 The Sale Items  (but  for the avoidance of doubt, excluding each
     of the Leased Assets) are sold and transferred to Group in terms
     of this Agreement free  from  any  lien,  charge, encumbrance or
     claim  whatsoever,  so  that  Group  shall acquire  a  good  and
     unencumbered title thereto.
10.2 The  Leased  Assets  are  transferred to Group  subject  to  the
     agreements on which they are  held by Black Isle or, as the case
     may be, Dollar;  and Group has  satisfied itself as to the terms
     and conditions of such agreements.
10.3 The tenant's interest in the Inverness  Premises  is transferred
     to Group subject to the lease under which such interest has been
     granted  to  or is held by Black Isle;  and Group has  satisfied
     itself as to the terms and conditions of such lease.
10.4 The tenant's interests  in  the  Cumbernauld Premises and in the
     Coventry Premises are transferred to Group subject to the leases
     by which such interests have been  granted  to  or  are  held by
     Dollar;   and  Group  has  satisfied  itself as to the terms and
     conditions of such leases.
10.5 Subject  always  to Clause 8.1 of this Agreement,  Group  hereby
     agrees to pay the  rental  charges,  finance  charges, insurance
     charges  and any maintenance charges in respect  of  the  Leased
     Assets in respect of any period commencing after 31 August 1995;
     and Group  shall  keep Black Isle and Dollar on demand freed and
     relieved from, and  indemnified  against,  any  liability  which
     Black  Isle and/or Dollar may suffer or occur in connection with
     any such charges.
10.7 Group hereby agrees to pay the tenants or occupier's expenses in
     respect  of  the  Business  Premises  in  respect  of any period
     commencing after 31 August 1995; and Group shall keep Black Isle
     and  Dollar  on  demand freed and relieved from, and indemnified
     against, any liability  which Black Isle or Dollar may suffer or
     occur in connection with any such expenses.

NO WARRANTY AS TO CONDITION OF  REPAIR  OR  OF FITNESS FOR PURPOSE OR
USE
11.1 The  Sale  Items  are sold by Dollar to Group,  and  the  Leased
     Assets are transferred  by Dollar to Group, without any warranty
     as to condition, repair or  merchantable quality and without any
     warranty as to fitness for purpose  or  use;   and  Group hereby
     acknowledges and confirms that Group has inspected each  of  the
     Sale  Items and each of the Leased Assets which is corporeal and
     moveable and that Group is purchasing such of the Sale Items and
     is accepting  such  of  the  Leased  Assets  in their respective
     conditions and states of repair as at the Completion Date.
11.2 No warranty is given by Dollar to Group as to  the  condition or
     state  of repair of any of the Business Premises (including  any
     buildings  thereon).   Group confirms that it has inspected each
     of the Business Premises  (including  any buildings thereon) and
     that Group in becoming tenant of each of  the  Business Premises
     accepts each of the Business Premises (including  all  buildings
     thereon) in its respective condition and state of repair  as  at
     the Completion Date.

THE DENHAM STOCK
12.  Lynton  and  Dollar  shall  jointly and severally set aside each
     item of the Denham Stock from  any  other  property or assets of
     any  member of the Lynton Group or any third  party  and,  until
     such time  as any item of the Denham Stock is used or sold by or
     on  behalf  of  Group,  Lynton  and  Dollar  shall  jointly  and
     severally keep  such item clearly identified and identifiable as
     being the property of Group.

CONTRACT TERMS
13.  Dollar hereby warrants to Group that no notice has been given or
     received by any of  Lynton, Black Isle or Dollar terminating any
     of  the  Current  Contracts  (and,  in  particular  but  without
     prejudice to the generality, terminating (a) the lease of any of
     Leased Helicopters,  (b)  the lease of the Cumbernauld Premises,
     (c) the lease of the Inverness  Premises,  (d)  the lease of the
     Coventry  Premises  or (e) any of the agreements with  customers
     specified in Section V of Part 6 of the Schedule).

COLLECTION OF DEBTS
14.1 If after 31 August 1995 any third party has paid or shall pay to
     Black Isle any amount  due  to  Group (including any of the book
     debts sold to Group in terms of this Agreement), then Black Isle
     shall hold such amount in trust for  Group and shall immediately
     on or the later of the Completion Date  and  the receipt of such
     amount  by  Black  Isle  pay  such amount to Group  without  any
     deduction or set off and shall so far as possible pay or account
     to Group for such monies without  Black Isle having first banked
     such amount.
14.2 If after 31 August 1995 any third party has paid or shall pay to
     Dollar any amount due to Group (including  any of the book debts
     of Dollar sold to Group in terms of this Agreement), then Dollar
     shall hold such amount in trust for Group and  shall immediately
     on  the  later  of the Completion Date and the receipt  of  such
     amount by Dollar  pay such amount to Group without any deduction
     or set off and shall  in  so  far as possible pay or account for
     such monies to Group without Dollar  having  first  banked  such
     amount.
14.3 Dollar shall, if requested in writing by Group so to do, collect
     for  and  on  behalf  of  and as agent for Group any of the book
     debts sold to Group in terms  of  this  Agreement and/or payment
     for  any  work carried out or services provided  by  Black  Isle
     and/or Dollar  on  or  prior  to  midnight on 31 August 1995 for
     which Black Isle and/or Dollar has  not  received  payment as at
     midnight  on  31 August 1995, and the provisions of Clause  14.2
     above shall apply  to  any  payment  recovered by Dollar as such
     agent for and on behalf of Group.

VALUE ADDED TAX
15.1 Any value added tax payable by Group to  Dollar  pursuant to the
     sale by Dollar to Group in terms of this Agreement shall be paid
     by Group to Dollar on Dollar's demand in writing or,  if  later,
     on  the  submission  of  a  relevant  value added tax invoice by
     Dollar to Group.

15.2 Dollar  and  Group  agree  to use all reasonable  endeavours  to
     procure  that the sale by Dollar  to  Group  in  terms  of  this
     Agreement  is  treated  neither  as  a  supply of goods nor as a
     supply of services but as a going concern  for  the  purposes of
     value  added  tax and that Section 49(1) of the Value Added  Tax
     Act  1994 and paragraph  5  of  the  Value  Added  Tax  (Special
     Provisions) Order 1992 will apply thereto.
EMPLOYEES
16.1 Dollar  and  Group  acknowledge  and agree that, pursuant to The
     Transfer of Undertakings (Protection  of Employment) Regulations
     1981, the contracts of employment between Dollar and each of the
     Transferring Employees will have and be  deemed  to  have effect
     from  and  after the Completion Date as if originally made  with
     Group.
16.2 Lynton and Dollar  hereby  jointly  and severally undertake that
     they shall jointly and severally be responsible  for,  and shall
     accordingly  jointly  and  severally  free  and relieve and hold
     Group  indemnified from and against, all liability  which  Group
     may suffer  or incur in respect of any of the Excluded Employees
     including, without prejudice to the generality, any liability in
     respect of remuneration,  pay  in lieu of notice, profit sharing
     entitlement, compensation for loss  of  office, compensation for
     unfair or wrongful or constructive dismissal,  redundancy pay or
     compensation,   pension  contributions,  pensions  benefits   or
     otherwise.
16.3 All liabilities (both  contractual  and  delictual and including
     remuneration    and    other   benefits,   national    insurance
     contributions, PAYE and pension contributions) in respect of the
     Transferring Employees down  to  midnight  on 31 August 1995 are
     for the account of and shall be discharged jointly and severally
     by Lynton and Dollar; and Lynton and Dollar  shall  jointly  and
     severally  keep  Group  on  demand  freed and relieved from, and
     indemnified against, any such liability.
16.4 All liabilities (both contractual and  delictual  and  including
     remuneration    and    other    benefits,   national   insurance
     contributions, PAYE and pension contributions) in respect of the
     Transferring Employees after midnight  on  31 August 1995 and in
     respect of all accrued holiday pay of the Transferring Employees
     and  any claims on the ground of unfair dismissal,  constructive
     dismissal or redundancy by any of the Transferring Employees are
     for the  account  of and shall be discharged by Group; and Group
     shall  keep  Dollar on  demand  freed  and  relieved  from,  and
     indemnified against, any such liability.

THE BUSINESS PREMISES
17.  It shall be the  obligation of Dollar to obtain (a) a release by
     the landlord of the  Inverness  Premises  of Black Isle from the
     tenant's obligations under the lease of the  Inverness Premises,
     (b)  a  release  by  the  landlord  and  head landlords  of  the
     Cumbernauld  Premises  of  Dollar from the tenant's  obligations
     under the lease of the Cumbernauld Premises and (c) a release by
     the  landlord  of  the Coventry  Premises  of  Dollar  from  the
     tenant's obligations under the lease of the Coventry Premises.

THIRD PARTY AND LANDLORDS' CONSENTS
18.  Until Group is vested  in  any of the Sale Items, Dollar (or, as
     the case may require, Black  Isle)  shall  hold  that one of the
     Sale Items in trust for and as trustee of Group.

BOOKS AND RECORDS
19.1 The  books  and  records  of the Dollar Business (including  the
     books and records of the Black  Isle  Business)  shall be (if so
     required  by law) delivered by Dollar to Group and  Group  shall
     retain all  the  books  and  records  which  are so delivered by
     Dollar to Group until 31 August 2001;  and until  31 August 2001
     those  books  and  records shall at all reasonable times  during
     business hours be open  (at premises within a radius of 20 miles
     from Redwood, 19 Culduthel  Road,  Inverness  IV2 4AA or at such
     other location as Dollar may agree in writing) to the inspection
     and use of Dollar and its employees and agents  and  such  other
     persons as may be authorised in writing by Dollar, who shall  be
     entitled  to  take  (at  the  expense of Dollar) such copies and
     extracts therefrom as Dollar may reasonably require.
19.2 Until 31 October 1995 (or such  later  date  as  may  be  agreed
     between  Group  and  PLM),  each  of Dollar and Group shall make
     available  to  the other (free of charge)  all  books,  records,
     operating manuals  and  certificates  as  are required to enable
     Dollar to retain the air operator's certificate of Dollar and as
     are  required to enable Group to operate helicopters  under  the
     authority of that certificate.
19.3 Until  31  October  1995, Dollar shall maintain in force the air
     operator's certificate  of Dollar and shall permit Group free of
     charge  to  operate helicopters  under  the  authority  of  that
     certificate.

NAME CHANGES
20.1 On 31 October  1995  (or  such  other  date  as may be agreed in
     writing  by  Lynton, Dollar and Group) Lynton and  Dollar  shall
     jointly and severally deliver to Group:-
     20.1.1  the principal  copy  (signed  by a Director or by of the
             Secretary of Black Isle) of a special  resolution,  duly
             passed  at  a  duly convened and held general meeting of
             the members of Black  Isle,  changing  the name of Black
             Isle  to  a  name  which  does  not include any  of  the
             initials  or  words "PLM", "Helicopter",  "Helicopters",
             "Dollar", "Air", "Services", "Black" or "Isle", together
             with a cheque for  Pounds 20 payable to the Registrar of
             Companies and confirmation  that  Group can deliver such
             principal copy and cheque to the Registrar of Companies;
     20.1.2  the  principal  copy  (signed by a Director  or  by  the
             Secretary of Dollar) of a print of a special resolution,
             duly passed at a duly convened  and held general meeting
             of the members of Dollar, changing the name of Dollar to
             a name which does not include any  of  the  initials  or
             words   "PLM",  "Helicopter",  "Helicopters",  "Dollar",
             "Air", "Services",  "Black"  or  "Isle", together with a
             cheque  for  Pounds  20  payable  to  the  Registrar  of
             Companies and confirmation that Group can  deliver  such
             principal copy and cheque to the Registrar of Companies;
     20.1.3  the  principal  copy  (signed  by  a  Director or by the
             Secretary of Dollar Helicopters Limited) of a print of a
             special resolution, duly passed at a duly  convened  and
             held   general   meeting   of   the  members  of  Dollar
             Helicopters  Limited,  changing  the   name   of  Dollar
             Helicopters Limited to a name which does not include any
             of   the   initials   or   words   "PLM",  "Helicopter",
             "Helicopters", "Dollar", "Air", "Services",  "Black"  or
             "Isle",  together with a cheque for Pounds 20 payable to
             the Registrar  of  Companies and confirmation that Group
             can  deliver  such principal  copy  and  cheque  to  the
             Registrar of Companies;
     20.1.4  the principal copy  (signed  by  a  Director  or  by the
             Secretary of DollarAir Trading Limited) of a print  of a
             special  resolution,  duly passed at a duly convened and
             held general meeting of the members of DollarAir Trading
             Limited, changing the name  of DollarAir Trading Limited
             to a name which does not include  any of the initials or
             words  "PLM",  "Helicopter",  "Helicopters",   "Dollar",
             "Air",  "Services",  "Black" or "Isle", together with  a
             cheque  for  Pounds  20  payable  to  the  Registrar  of
             Companies and confirmation  that  Group can deliver such
             principal copy and cheque to the Registrar of Companies.

INTEREST ON LATE PAYMENTS
21.  If any sum payable by one party to any other  party  in terms of
     this Agreement is not paid on the due date for payment  thereof,
     interest shall be paid on demand by the party in default  to the
     party  to  whom  such  sum is payable on the balance of such sum
     which is from time to time and for the time being outstanding at
     the rate of five PER CENT  PER  ANNUM  above  the base rate from
     time  to  time and for the time being of the Bank  of  Scotland.
     Such interest  shall  be  calculated on a daily basis and on the
     basis of 365 day year.

FURTHER ASSURANCE
22.  Upon and after the Completion  Date,  Lynton,  Dollar  and Black
     Isle  shall  (subject always to the due and punctual performance
     by Group of Group's  obligations  under  this Agreement) jointly
     and  severally  do  and  execute  all  necessary   acts,  deeds,
     documents  and things for effectively vesting in Group  each  of
     the Sale Items  (excluding,  for  the  avoidance  of  doubt, the
     Leased Assets) in accordance with this Agreement.

EXERCISE OF RIGHTS
23.  No failure to exercise and no delay in exercising on the part of
     any  party  to  this  Agreement of any right, power or privilege
     under this Agreement shall  operate  as  a  waiver thereof;  nor
     shall  any  single  or partial exercise of any right,  power  or
     privilege under this  Agreement  preclude  any  other or further
     exercise of any right, power or privilege under this Agreement.

STAMP DUTY AND EXPENSES
24.  All  legal fees and expenses and any stamp duty or  value  added
     tax payable  in  respect of or pursuant to this Agreement or the
     sale and transfer  to  Group in terms of this Agreement shall be
     the responsibility of, and shall be paid by, Group.

ANNOUNCEMENT
25.  No press announcement or  circular  relating  to  the  sale  and
     transfer  to  Group  in  terms of this Agreement or to any other
     matter referred to or contained  in this Agreement shall be made
     or issued at any time by:-
     25.1    Group without the prior written  approval of Lynton (but
             such  approval  shall  not be unreasonably  withheld  or
             delayed); or
     25.2    any of Lynton, Black Isle  or  Dollar  without the prior
             written approval of Group (but such approval  shall  not
             be unreasonably withheld or delayed).

NOTICES
26.1 Any notice under this Agreement shall be in writing and shall be
     signed by or on behalf of the party giving the notice.
26.2 Any such notice shall be served by leaving it or sending by pre-
     paid  recorded  delivery  post or (subject to Clause 26.4 below)
     facsimile:-
     26.2.1  in the case of any  of  Lynton, Black Isle or Dollar, at
             or to Denham Airport, Hangar  Road,  Oxbridge, Middlesex
             UB9 5DF facsimile number 01895-832564  (marked  for  the
             attention  of Christopher Tennant or Manus O'Donnell) or
             to any other  address  or facsimile number or marked for
             the attention of any other  person as Lynton, Black Isle
             or Dollar (as the case may be)  may notify in writing to
             Group for the purposes of this Clause;  and
     26.2.2  in  the  case  of  Group,  at  or to Angus  MacKenzie  &
             Company, 19 Culduthel Road, Inverness IV2 4AA, facsimile
             number 01463-235171 (marked for  the  attention  of  "J.
             Francis") or to any other address or facsimile number or
             marked  for  the  attention of any other person as Group
             may notify in writing to Lynton for the purposes of this
             Clause.
26.3 Any notice served by post shall  (unless the contrary is proved)
     be deemed to have been served 48 hours  from the time of posting
     and any notice served by facsimile shall  be deemed to have been
     served  at  the time of despatch;  in proving  such  service  it
     shall be sufficient to prove, in the case of a letter, that such
     letter was properly  addressed and was posted in accordance with
     Clause 26.2 above and  in  the  case  of  a  facsimile that such
     facsimile  was  duly  despatched to a current facsimile  of  the
     addressee.
26.4 A copy of any notice served  by facsimile shall (within 24 hours
     after transmission thereof by  facsimile)  be  sent  by pre-paid
     recorded delivery post in accordance with Clause 26.2  above  to
     the addressee thereof.

ASSIGNATIONS
27.1 None of Lynton, Black Isle or Dollar shall be entitled to assign
     or  otherwise  transfer  all or any of its rights or obligations
     under this Agreement without  the  prior  consent  in writing of
     Group.
27.2 Group shall not be entitled to assign or otherwise transfer  all
     or any of its rights or obligations under this Agreement without
     the prior consent in writing of Lynton.

GOVERNING LAW
28.  This  Agreement shall be governed by and construed in accordance
     with the  Law  of  Scotland and each of Lynton and Dollar hereby
     submit to the non-exclusive jurisdiction of the Scottish Courts:
     IN WITNESS WHEREOF





<PAGE>




SCHEDULE to the foregoing  Agreement  between  (1)  PLM  DOLLAR GROUP
LIMITED,  (2)  DOLLARAIR SERVICES LIMITED, (3) BLACK ISLE HELICOPTERS
LIMITED AND (4) LYNTON GROUP LIMITED






<PAGE>




                              PART 1
                          THE FIXED ASSETS
        See pages 36A, 36B and 36C, 36D and 36E which follow





<PAGE>




                              PART 2
                    THE DOLLAR OWNED HELICOPTERS

1.   Lama SA 315B, serial number 2591, registration mark G-BNNF.
2.   Augusta Bell 206B, serial number 8567, registration mark G-BTWW.
3.   Augusta Bell 206B, serial number 0348, registration mark G-BEWY.
4.   Aerospatiale  AS355F1,  serial number 5011, registration mark G-
     BVLG.





<PAGE>




                               PART 3
                         THE LEASED ASSETS

1.   The Leased Helicopters.
2.   The Leased Vehicles.
3.   Sopho  K308  telephone  system   (located   at  the  Cumbernauld
     Premises) leased by Dollar from Schroderlease Limited.
4.   NP 1215 copier and Canon T301 facsimile machine leased by Dollar
     from Lloyds Bowmaker Leasing Limited.





<PAGE>




                               PART 4
                       THE LEASED HELICOPTERS

1.   Aerospatiale  Twin  Squirrel,  serial number 5223,  registration
     mark G-PLAX leased by Dollar from  IS  &  G  Steel  Stockholders
     Limited.
2.   Aerospatiale  Squirrel AS350B1, serial number 1991, registration
     mark G-BVJE leased  by  Dollar  from  IS  & G Steel Stockholders
     Limited.
3.   Augusta Bell 206B, serial number 587, registration  mark  G-AYMW
     leased by Dollar from Richard J K Belmont.
4.   Aerospatiale  Squirrel  AS355F1, serial number 5201 registration
     mark G-BPRJ leased by Dollar from Gilbert Greenall.
5.   Aerospatiale Squirrel AS350B1,  serial number 1963, registration
     mark G-BWFY leased by Dollar from  Penelope Pilkington and Karen
     Marie Armitage.
6.   Augusta Bell 206BIII, serial number  8596,  registration mark G-
     BHXV leased by Dollar from Penelope Pilkington  and  Karen Marie
     Armitage.






<PAGE>




                               PART 5
                         THE LEASED VEHICLES

1.   Ford  Transit 190 (Crew Cab) registration number L61 WSM  leased
     by Dollar from Ford Credit Europe plc.
2.   Toyota  Hi-Lux diesel pickup registration number K728 HJS leased
     by Black Isle from General Guarantee Corporation Limited.
3.   Rover 820i  Fastback registration number J60 DJM leased by Black
     Isle from Farming and Agricultural Finance Limited.
4.   Renault Safrane  2.2 Executive Hatchback registration number M81
     ASM leased by Dollar from RFS Limited.
5.   Mitsubishi  L200  pick-up  leased  from  Farm  and  Agricultural
     Finance Limited.





<PAGE>




                               PART 6
                       THE LONG TERM CONTRACTS

I    HELICOPTER LEASES
     (a)     Lease by Dollar  from  IS & G Steel Stockholders Limited
             of  Aerospatiale  Twin  Squirrel,  serial  number  5223,
             registration mark G-PLAX.
     (b)     Lease by Dollar from IS &  G  Steel Stockholders Limited
             of Aerospatiale Squirrel AS350B1,  serial  number  1991,
             registration mark G-BVJE.
     (c)     Lease by Dollar from Michael J K Belmont of Augusta Bell
             206B, serial 587, registration mark G-AYMW.
     (d)     Lease  by  Dollar  from Gilbert Greenall of Aerospatiale
             Squirrel AS355F1, serial  number 5201, registration mark
             G-BPRJ.
     (e)     Lease by Dollar from Penelope Pilkington and Karen Marie
             Armitage of Aerospatiale Squirrel AS350B1, serial number
             1963, registration mark G-BWFY.
     (f)     Lease by Dollar from Penelope Pilkington and Karen Marie
             Armitage of Augusta Bell 206B  III,  serial number 8596,
             registration mark G-BHXV.


II   VEHICLE LEASES
     1.      The Lease by Dollar from Ford Credit Europe  plc of Ford
             Transit 190 (Crew Cab) registration number L61 WSM.
     2.      The   Lease   by   Black  Isle  from  General  Guarantee
             Corporation  Limited  of  Toyota  Hi-Lux  diesel  pickup
             registration number K728 HJS.
     3.      The Lease by Black  Isle  from  Farming and Agricultural
             Finance  Limited  of  Rover  820i Fastback  registration
             number J60 DJM.
     4.      The Lease by Dollar from RFS Limited  of Renault Safrane
             2.2 Executive Hatchback registration number M81 ASM.
     5.      Lease  by  Dollar  from  Farm  and Agricultural  Finance
             Limited of Mitsubishi L200 pick-up.

III  OFFICES EQUIPMENT LEASES/RENTALS
     1.      Lease  (Agreement  Number  023-6646)   by   Dollar  from
             Schroderlease  Limited  of  Sopho K308 telephone  system
             (being   the   telephone  system  in   the   Cumbernauld
             Premises).
     2.      Lease by Dollar  from Lloyds Bowmaker Leasing Limited of
             (a) one NP 1215 copier  and (b) one Canon T301 facsimile
             machine.

IV   BUSINESS PREMISES
     1.      Lease by Dollar from Cormack  Aircraft  Services Limited
             (as  landlord)  and Cumbernauld Development  Corporation
             (as head landlord) of premises at Cumbernauld Airport.
     2.      Lease by Black Isle  from Highlands and Islands Airports
             Limited  of  Hanger Building  Number  124  at  Inverness
             Airport.
     3.      THE LEASE OF THE COVENTRY PREMISES.

V    AGREEMENTS WITH CUSTOMERS
     1.      Agreement (Contract Number 1811A/RFW/86/A/HELI'93) dated
             16 October 1992 between Dollar and British Gas plc.
     2.      Agreement Number  F94773B  dated  1  April  1994 between
             Dollar and British Nuclear Fuels plc.
     3.      Agreement Number SC940294 between Black Isle and British
             Telecommunications plc.
     4.      Colillte Teoranta arrangements.
     5.      Agreement  between  Dollar  and  Manweb plc pursuant  to
             Purchase Order No. NCP1300374 of Manweb plc.
     6.      Agreement   between   Dollar   and   Northern    Ireland
             Electricity  plc pursuant to Purchase Order No. Q306853D
             of Northern Ireland Electricity plc.
     7.      Agreement dated  3  February  1992  between  Dollar  and
             Norweb   plc  (following  on  Engineering  Specification
             400H1).
     8.      Agreement  dated  1  July 1995 between Serco Limited and
             Dollar  pursuant  to  the   tender  by  Dollar  for  the
             provision of helicopter services at Raasay Ranges.
     9.      Agreement between Dollar and Scotphos Limited as set out
             in the letter dated 25 May 1995  from Dollar to Scotphos
             Limited.
     10.     Agreement  (being Contract No. CP000250)  with  Scottish
             Hydro-Electric plc.
     11.     Agreement between Dollar and Scottish Power plc relating
             to Scottish Power plc's specification 0049/91/1.







<PAGE>




                               PART 7

     THE TRANSFERRING EMPLOYEES

<TABLE>
<CAPTION>
Names                       Current Annual    Date of Birth    Date of
                            Salary                             Commencement
                                                               of Employment
<S>                         <C>               <C>              <C>
(A)  Pilots                 Pounds 25,602.00
Connolly                    29,682.00         29/01/45         01/10/89
Durston                     25,000.00         27/09/44         01/07/86
MacCallum                   25,520.04         24/07/47         01/07/94
Salt                        23,900.04         09/04/63         03/04/89
Sutton                                        27/01/46         01/03/94

(B)Operations
Kilgour                     14,499.96         18/05/51         02/04/91

(C)Engineering
Marr                        13,800.00         28/09/62         15/08/94
Patrick                     20,400.00         22/11/45         03/12/90
Riggans                     12,000.00         17/03/65         15/08/94
Strain                      19,446.96         22/01/60         12/09/90
Vautier                     14,446.04         15/05/45         01/02/78
Slattery                    20,420.00         22/02/47         01/03/78
Matheson                    10,400.00         25/02/69         24/04/92
Marshall                    19,000.00         00/00/00         17/07/95

(D)Administratio
S J McCallum                11,000.00         12/04/51         13/07/89

(E)Ground Crew
M Dobie                     8,580.00          13/02/65         06/09/94

(F)Management
S G Hogarth                 40,500.00         26/02/50         21/12/87
D J McCallum                33,000.00         04/05/51         01/06/89

(G)Sales and Marketing
J G Simpson                 29,600.04         20/01/49         01/01/78

(H)Forestry Loaders
Sutherland                  3,800.00          22/12/74         13/03/95
Davis                       3,800.00          14/07/56         25/07/95
Smith                       3,800.00          02/01/67         29/05/95
</TABLE>






<PAGE>




              PART 8

 THE AGGREGATE NET ASSET VALUE STATEMENT


The Dollar Owned Helicopters                Pounds
1,065,000
The Fixed Assets                            Pounds 306,593
The Owned Vehicles and the Leased Vehicles  Pounds 64,300
The Stocks                                  Pounds l
Book debts, cash in hand and at bank and other
current assets                              Pounds l
Less
Amount (including principal and accrued interest)
of Dollar's overdraft with Barclays Bank PLC repaid
by Group                                    Pounds l
Trade and other creditors and liabilities (including
the BVLG Debt, the BTWW Debt and the BEWY Debt)Pounds L
<PAGE>