Exhibit 10.3

                            STOCK PURCHASE AGREEMENT

      This Stock Purchase Agreement ("Agreement") is made and entered into as of
this 21st day of  March,  2005,  at  Scottsdale,  Arizona,  by and  among,  Tech
Aviation  Service,  Inc., a Pennsylvania  corporation with offices at 101 Hangar
Road,  Avoca,  Pennsylvania  18641  ("Target");  Ronald D. Ertley, an individual
residing  in  Dallas,   Pennsylvania  ("Ertley")  and  Frank  E.  Paczewski,  an
individual residing in Dallas,  Pennsylvania ("Paczewski") (Ertley and Paczewski
are  collectively  the  "Stockholders");  and FBO Air -  Wilkes-Barre,  Inc.,  a
Pennsylvania  corporation  with offices at 9087 East  Charter  Oak,  Scottsdale,
Arizona 85260 ("Buyer").

                                    RECITALS

      A.  Target  is  engaged  in the  business  of a  fixed  base  operator  at
Wilkes-Barre/Scranton International Airport;

      B. Buyer and Stockholders  are parties to that certain  Agreement for Sale
of Capital Stock dated October 15, 2004  ("Agreement for Sale of Capital Stock")
which is being superceded by this Agreement;

      C. Buyer desires to purchase all of Target's  outstanding capital stock on
the terms and conditions  set forth in this  Agreement,  following  which Target
would become a wholly-owned subsidiary of Buyer.

      NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                   ARTICLE 1
                                   DEFINITIONS

      In addition to all other terms defined  elsewhere in this  Agreement,  the
following terms shall have the meanings set forth below:

      1.1 Actual Knowledge.  "Actual knowledge",  "have no actual knowledge of,"
"do not actually  know of" and similar  phrases  shall mean (i) in the case of a
natural person, the actual conscious awareness, or not, as the context requires,
of the particular  fact by such person,  and (ii) in the case of an entity,  the
actual conscious awareness,  or not, as the context requires,  of the particular
fact by any stockholder, director or executive officer of such entity.

      1.2 Affiliate.  "Affiliate" with respect to any person shall mean a person
that directly or indirectly through one or more intermediaries,  controls, or is
controlled by or is under common control with, such person.

      1.3 Best Knowledge. "Best knowledge", "have no knowledge of", "do not know
of" or "to the knowledge of" and similar phrases shall mean (i) in the case of a
natural  person,  the particular  fact was known,  or not known,  as the context
requires,  to such  person  after  diligent  investigation  and  inquiry by such
person, and (ii) in the case of an entity, the particular fact was known, or not
known,  as the context  requires,  to any  stockholder,  director  or  executive
officer of such entity after diligent investigation and inquiry.


                                      E-96
<PAGE>
                                                                    Exhibit 10.3


      1.4  Closing  Date.  "Closing  Date"  shall be the  date the  transactions
contemplated  hereby  is  consummated,  as set  forth  in  Section  2.2 of  this
Agreement.

      1.5 Confidential  Information.  "Confidential  Information" shall mean all
trade  secrets and other  confidential  and/or  proprietary  information  of the
particular person,  including information derived from reports,  investigations,
research,  work in progress,  codes,  marketing  and sales  programs,  financial
projections,  cost summaries,  pricing formulae,  contract  analyses,  financial
information, projections, confidential filings with any state or federal agency,
and all other confidential concepts, methods of doing business, ideas, materials
or information  prepared or performed for, by or on behalf of such person by its
employees, officers, directors, agents, representatives, or consultants.

      1.6  Environmental  Laws.  "Environmental  Laws"  shall  mean  any laws or
regulations  pertaining to health or the  environment,  as in effect on the date
hereof and the Closing Date,  including without limitation (i) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. ss.ss.
9601 et seq.), as amended  (including  without limitation as amended pursuant to
the Superfund  Amendments  and  Reauthorization  Act of 1986),  and  regulations
promulgated thereunder,  (ii) the Resource Conservation and Recovery Act of 1976
(42  U.S.C.  ss.ss.6901  et  seq.,  as  amended),  and  regulations  promulgated
thereunder,  (iii) statutes,  rules or regulations,  whether  federal,  state or
local,  applicable to Target's  assets or operations  that relate to asbestos or
polychlorinated  biphenyls,  and (iv) the  provisions  contained  in any similar
state statutes or regulations  relating to environmental  matters  applicable to
Target's assets or operations.

      1.7 ERISA.  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

      1.8 Exchange Act. "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

      1.9  Financial  Statements.  "Financial  Statements"  shall mean  Target's
income  statements  and balance  sheet  furnished  to Buyer as  contemplated  in
Section 3.10 hereof.

      1.10  Guaranty.  "Guaranty"  shall have the  meaning  set forth in Section
10.2(j).

      1.11 Hazardous  Materials.  "Hazardous  Materials"  shall mean and include
ethylene oxide, any hazardous waste,  hazardous material,  hazardous  substance,
petroleum  product,  oil, toxic substance or pollutant as defined in or pursuant
to the Resource  Conservation  and Recovery Act, as amended,  the  Comprehensive
Environmental  Response,   Compensation  and  Liability  Act,  as  amended,  the
Hazardous Materials  Transportation Act or any other foreign,  federal, state or
local law,  regulation,  ordinance,  rule or by-law,  whether existing as of the
date  hereof,   previously  enforced  or  subsequently   enacted  pertaining  to
environmental or health and safety matters.


                                      E-97
<PAGE>
                                                                    Exhibit 10.3


      1.12 Intellectual  Property.  "Intellectual  Property" shall be defined as
(a) all know-how,  show-how,  confidential  or  proprietary  information,  trade
secrets,  designs,  processes,  computer  software  or  databases,  research  in
progress,   inventions   or  invention   disclosures   (whether   patentable  or
unpatentable) and drawings,  schematics,  blueprints,  flow sheets,  designs and
models  ("Trade  Secrets");   (b)  all  copyrights,   copyright   registrations,
copyrights mask works and copyright  applications  (the  "Copyrights");  (c) all
patents, patent applications,  patents pending, patent disclosures on inventions
and all  patents  issued  upon  said  patent  applications  or based  upon  such
disclosures  (the  "Patents");  and (d) all  registered and  unregistered  trade
names, trademarks,  service marks, product designations,  corporate names, trade
dress, logos, slogans,  designs and general intangibles of like nature, together
with all  registrations  and recordings and all  applications  for  registration
therefor and all translations, adaptations, derivatives and combinations thereof
(the "Trademarks").

      1.13  Internal  Revenue  Code.  "Internal  Revenue  Code"  shall  mean the
Internal Revenue Code of 1986, as amended.

      1.14  Internal  Revenue  Service.  "IRS" shall mean the  Internal  Revenue
Service of the United States Department of the Treasury.

      1.15  Material  Adverse  Effect.  "Material  Adverse  Effect" shall mean a
material  adverse  effect  on  the  applicable  party's  business,   operations,
condition  (financial or otherwise) or results of operations,  taken as a whole,
in consideration of all relevant facts and circumstances.

      1.16 Minority Option.  "Minority  Option" shall mean the option to acquire
the Minority Shares held by the Stockholders.

      1.17 Minority  Shares.  "Minority  Shares"  shall mean the Target  Capital
Stock owned by the Minority Stockholder as of the Effective Date.

      1.18  Minority  Stockholder.  "Minority  Stockholder"  shall  mean  Robert
Jenkins,  who as of the Effective  Date is the owner of ten percent (10%) of the
Target Capital Stock.

      1.19 Noncompetition Agreement.  "Noncompetition  Agreement" shall have the
meaning set forth in Section 10.1(m).

      1.20 Ordinary Course of Business. "Ordinary Course of Business" shall mean
the usual and  customary  way in which the  applicable  party has  conducted its
business in the past.

      1.21  Person.  "Person"  shall  mean  any  natural  person,   corporation,
partnership,  joint venture,  limited  liability  company,  association,  group,
organization or other entity.

      1.22 Promissory Notes. "Promissory Notes" shall have the meaning set forth
in Section 10.2(h).

      1.23 Purchase Price.  "Purchase Price" shall have the meaning set forth in
Section 2.1 hereof.


                                      E-98
<PAGE>
                                                                    Exhibit 10.3


      1.24 Release. "Release" shall mean the Release in the form attached hereto
as Exhibit  1.24 to be executed  by each of the  Stockholders  and the  Minority
Stockholder.

      1.25  Securities  Act.  "Securities  Act" shall mean the Securities Act of
1933, as amended.

      1.26 Security Agreement.  "Security  Agreement" shall have the meaning set
forth in Section 10.2(i).

      1.27 SEC.  "SEC"  shall mean the United  States  Securities  and  Exchange
Commission.

      1.28 Stockholder Employment Agreement.  "Stockholder Employment Agreement"
shall have the meaning ascribed to it in Section 10.1(l).

      1.29 Target Balance Sheet.  "Target Balance Sheet" shall mean that audited
balance sheet of Target as of June 30, 2004  furnished to Buyer as  contemplated
in Section 3.10 hereof.

      1.30 Target  Balance  Sheet Date.  "Target  Balance Sheet Date" shall mean
June 30, 2004. 1.31 Target Capital Stock.  "Target Capital Stock" shall mean the
shares of capital stock of Target, which are authorized,  issued and outstanding
as of the Closing Date.

      1.32 Target Disclosure Schedules. "Target Disclosure Schedules" shall mean
the schedules of exceptions and other disclosures attached hereto as of the date
hereof or otherwise  delivered by Target and the  Stockholders  to Buyer as such
may be amended or  supplemented  from time to time  pursuant  to the  provisions
hereof.

      1.33 Target Options. "Target Options" shall mean the options for shares of
Target Capital Stock which are authorized, issued and outstanding as of the date
of this Agreement whether vested or not.

      1.34 Tax Returns. "Tax Returns" shall include all federal, state, local or
foreign income, excise,  corporate,  franchise,  property,  sales, use, payroll,
withholding, provider, environmental,  duties, value added and other tax returns
(including information returns).

                                   ARTICLE 2
                           PURCHASE AND SALE OF SHARES

      2.1  Purchase  and  Sale of  Target  Capital  Stock.  Upon the  terms  and
conditions set forth herein, the Stockholders  shall sell,  transfer and deliver
or cause to be sold,  transferred  and  delivered  to  Buyer,  and  Buyer  shall
purchase from the Stockholders,  all outstanding  shares of Target Capital Stock
for an aggregate  purchase price of Two Million Dollars  ($2,000,000),  less the
aggregate  amount of all fees and expenses  shown on the  invoices  delivered by
Target pursuant to Section 10.1(n) (the "Purchase Price").


                                      E-99
<PAGE>
                                                                    Exhibit 10.3


      2.2 Closing.  The Closing of the  transactions  contemplated  herein shall
take  place on such  date as  mutually  agreed  by the  parties  hereto.  At the
Closing, Buyer and the Stockholders shall cause the following to occur:

            (a) Stock  Certificates.  Each  Stockholder  shall  deliver to Buyer
stock certificates  evidencing such Stockholder's shares of Target Capital Stock
as set  forth  on  Schedule  3.2,  free  and  clear  of any  and  all  liens  or
encumbrances  of any and every  nature  whatsoever,  duly  endorsed  in blank or
accompanied by stock powers duly executed in blank, in proper form for transfer,
together  with evidence of payment of applicable  stock  transfer  taxes and any
other documents and instruments  satisfactory in form and substance to Buyer and
its counsel,  as shall be necessary or  appropriate to warrant and vest in Buyer
good and marketable right,  title and interest in and to all such  Stockholder's
shares of Target Capital Stock. Additionally,  the Stockholders shall deliver to
Buyer an Affidavit of Lost Share  Certificate  and an  Assignment  Separate from
Certificate for the Minority Shares as set forth on Schedule 3.3, free and clear
of any and all liens or  encumbrances of any and every nature  whatsoever,  duly
endorsed in blank or  accompanied  by stock  powers duly  executed in blank,  in
proper form for transfer,  together with evidence of payment of applicable stock
transfer taxes and any other documents and instruments  satisfactory in form and
substance to Buyer and its counsel,  as shall be  necessary  or  appropriate  to
warrant  and vest in the  Stockholders  good and  marketable  right,  title  and
interest in and to the Minority  Stockholder's  shares of Target  Capital  Stock
prior to the  Closing  Date  and to  allow  the  Stockholders  deliver  to Buyer
ownership  of all of the  Target  Capital  Stock,  free and clear of any and all
liens or encumbrances of any and every nature whatsoever, as required herein.

            (b) Purchase Price. Against delivery of such certificates evidencing
all outstanding shares of Target Capital Stock as described in Schedules 3.2 and
3.3, Buyer shall deliver the Purchase Price, as follows:

                  (i)  Stockholders  acknowledge  the receipt  from Buyer of Ten
Thousand  Dollars  ($10,000) under the Agreement for Sale of Capital Stock which
amount will be applied fully towards the Purchase Price; and

                  (ii) The aggregate  amount of One Million Nine Hundred  Ninety
Thousand  Dollars  ($1,990,000),  less  the  aggregate  amount  of all  fees and
expenses shown on the invoices  delivered by Target pursuant to Section 10.1(n),
shall  be paid  by wire  transfer  or  check  pro-rata  to the  Stockholders  in
accordance with the Stockholders' percentage ownership of all outstanding shares
of Target Capital Stock.

            (c) Other Actions and Deliveries.  Prior to or at the Closing,  each
of the  Stockholders,  Target,  and  Buyer  shall  take all such  other  actions
required to be taken, and deliver all other documents,  certificates,  and other
items  required to be  delivered,  on its part,  including  without  limitation,
delivering  the documents and  satisfying  the conditions set forth in ARTICLE 8
through  ARTICLE 10. All such documents and  instruments  delivered to any party
pursuant  hereto  shall be in form and  substance,  and shall be  executed  in a
manner, reasonably satisfactory to such party and its counsel.


                                     E-100
<PAGE>
                                                                    Exhibit 10.3


                                   ARTICLE 3
          REPRESENTATIONS AND WARRANTIES OF TARGET AND THE STOCKHOLDERS

Target and the  Stockholders,  jointly and  severally,  represent and warrant to
Buyer that, except as may be set forth in the Target Disclosure  Schedules,  the
following are true and correct as of the date hereof:

      3.1 Organization and Good Standing; Qualification. Target is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of its
state of organization and in New York State, with all requisite  corporate power
and  authority  to carry on the  business  in  which it is  engaged,  to own the
properties it owns, to execute and deliver this  Agreement and to consummate the
transactions  contemplated hereby.  Target is not duly qualified and licensed to
do  business  in any  other  jurisdiction.  Target  does not  have  any  assets,
employees  or  offices in any state  other  than the state of its  organization.
Target has no subsidiaries.

      3.2 Capitalization.  A full and complete description of the Target Capital
Stock and all Target  Options and a full and complete  description of the record
and  beneficial  ownership  thereof,  is  set  forth  in the  Target  Disclosure
Schedules,  and no person is  entitled  to any  Target  Capital  Stock or Target
Options,  or has any right to  receive  any Target  Capital  or Target  Options,
except as described  therein.  The  Stockholders,  as of the Effective Date, own
ninety percent (90%) of the Target Capital Stock, and will,  following  exercise
of the Minority Option as required herein,  own all of the Target Capital Stock,
free and clear of all security interests,  liens, adverse claims,  encumbrances,
equities,  proxies and except as set forth on the Target  Disclosure  Schedules,
any shareholders' agreements. Each outstanding share of Target Capital Stock has
been legally and validly issued and is fully paid and  nonassessable.  No shares
of Target  Capital  Stock are owned by Target in  treasury.  No shares of Target
Capital  Stock have been issued or disposed of in  violation  of the  preemptive
rights,   rights  of  first  refusal  or  similar  rights  of  any  of  Target's
stockholders,  including,  but not limited to, the Minority Stockholder.  Target
has no bonds,  debentures,  notes or other obligations the holders of which have
the right to vote (or are convertible into or exercisable for securities  having
the right to vote) with the Stockholders on any matter.

      3.3 Minority Stockholder.

            (a) The Minority  Stockholder,  as of the Effective  Date,  owns the
Minority Shares representing ten percent (10%) of the Target Capital Stock, free
and  clear of all  security  interests,  liens,  adverse  claims,  encumbrances,
equities,  proxies  except for the Minority  Option.  The Minority  Option,  the
Affidavit of Lost Share Certificate,  the Assignment  Separate from Certificate,
and the Release, and the consummation of the transactions  contemplated thereby,
have been duly executed and delivered by the Minority Stockholder and constitute
the legal, valid and binding obligations of the Minority Stockholder enforceable
against the Minority  Stockholder in accordance with their terms,  except as may
be limited by  applicable  bankruptcy,  insolvency  or  similar  laws  affecting
creditors'  rights generally or the availability of equitable  remedies.  Except
for the Minority Shares which are subject to the Minority  Option,  the Minority
Stockholder is not entitled to any other Target Capital Stock or Target Options,
and does not have any  other  right to  receive  any  Target  Capital  or Target
Options.  To the best  knowledge  of Target and the  Stockholders,  the Minority
Stockholder  has legal  capacity to enter into and perform  each of the Minority
Option,  the Affidavit of Lost Share Certificate,  the Assignment  Separate from
Certificate, and the Release.


                                     E-101
<PAGE>
                                                                    Exhibit 10.3


            (b) To the best  knowledge of Target and the  Stockholders,  neither
the  execution,   delivery  or  performance  of  the  Affidavit  of  Lost  Share
Certificate,  the Assignment Separate from Certificate, and the Release, nor the
consummation of the transactions  contemplated  thereby, will (a) conflict with,
or result in a violation or breach of the terms, conditions or provisions of, or
constitute a default under,  any agreement,  indenture or other instrument under
which the Minority  Stockholder is bound or to which any of his shares of Target
Capital  Stock are  subject,  or result in the  creation  or  imposition  of any
security interest,  lien, charge or encumbrance upon any of his shares of Target
Capital Stock, except for the encumbrance created by the Minority Option; or (b)
violate  or  conflict  with  any  judgment,  decree,  order,  statute,  rule  or
regulation  of any court or any public,  governmental  or  regulatory  agency or
body, by which he or his shares of Target Capital Stock are bound.

            (c) To the best  knowledge of Target and the  Stockholders,  neither
the Minority  Stockholder  nor his or her spouse,  children or Affiliates,  owns
directly or indirectly,  on an individual or joint basis, any interest in, has a
compensation  or other  financial  arrangement  with, or serves as an officer or
director of, any customer or supplier of Target or any  organization  that has a
material contract or arrangement with Target, except as a holder of less than 1%
of the outstanding  shares of any entity with securities  listed on any national
securities  exchange or which have been  registered  under  Section 12(g) of the
Exchange Act. To the best knowledge of Target and the Stockholders, the Minority
Stockholder  does not own  directly  or  indirectly  any  interests  or have any
investment in any person that is a competitor  of Target,  except as a holder of
less than 1% of the outstanding  shares of any entity with securities  listed on
any national  securities  exchange or which have been  registered  under Section
12(g) of the Exchange Act.

      3.4  Transactions  in Capital  Stock.  Target has not  acquired any Target
Capital Stock.  Except as described in the Target  Disclosure  Schedules,  there
exist no  options,  warrants,  subscriptions  or other  rights to  purchase,  or
securities  convertible  into or  exchangeable  for,  any of the  authorized  or
outstanding securities of Target, and no option, warrant, call, conversion right
or  commitment  of any kind exists  which  obligates  Target to issue any of its
authorized but unissued capital stock.  Target has no obligation  (contingent or
otherwise) to purchase, redeem or otherwise acquire any of its equity securities
or any  interests  therein or to pay any  dividend or make any  distribution  in
respect thereof.

      3.5  Continuity  of  Business  Enterprise.  There  has not been any  sale,
distribution  or  spin-off  of  significant  assets  of  Target  or  any  of its
Affiliates  other than in the Ordinary  Course of Business  within the two years
preceding the date of this Agreement.

      3.6 Corporate  Records.  The copies of the Articles of  Incorporation  and
Bylaws, and all amendments  thereto,  of Target that have been delivered or made
available to Buyer are true,  correct and complete copies thereof,  as in effect
on the date  hereof.  The  minute  books of  Target,  copies of which  have been
delivered or made available to Buyer,  contain  accurate minutes of all meetings
of, and accurate consents to all actions taken without meetings by, the Board of
Directors (and any committees  thereof) and the stockholders of Target since its
formation.


                                     E-102
<PAGE>
                                                                    Exhibit 10.3


      3.7 Authorization and Validity.  Upon the execution and delivery by Target
and the  Stockholders  of this Agreement and the other  agreements  contemplated
hereby, and upon execution and delivery of such documents by Buyer, as required,
this Agreement and the other agreements  contemplated hereby will constitute the
legal,   valid,  and  binding   obligations  of  Target  and  the  Stockholders,
enforceable  against  Target  and the  Stockholders  in  accordance  with  their
respective terms, except as may be limited by applicable bankruptcy,  insolvency
or similar laws affecting  creditors'  rights  generally or the  availability of
equitable   remedies.   Target  and  the  Stockholders  have  the  absolute  and
unrestricted right, power,  authority,  and capacity to execute and deliver this
Agreement and the and the other  agreements  contemplated  hereby and to perform
their  obligations  under this Agreement and the other  agreements  contemplated
hereby.

      3.8 No Violation.  Neither the execution,  delivery or performance of this
Agreement or the other  agreements  contemplated  hereby nor the consummation of
the  transactions  contemplated  hereby or thereby  will (a) conflict  with,  or
result in a violation or breach of the terms,  conditions or  provisions  of, or
constitute a default under,  the Articles of  Incorporation or Bylaws of Target,
(b) conflict  with, or result in a violation or breach of the terms,  conditions
or provisions of, or constitute a default under, any agreement, indenture, right
of first  refusal,  non-competition  agreement or other  instrument  under which
Target is bound or to which any of the assets of Target are  subject,  or result
in the  creation  or  imposition  of any  security  interest,  lien,  charge  or
encumbrance upon any of the assets of Target or (c) violate or conflict with any
judgment, decree, order, statute, rule or regulation of any court or any public,
governmental or regulatory agency or body.

      3.9 Governmental Authorities; Third Party Consents. Target is not required
to submit any notice, report or other filing with any governmental  authority in
connection  with  the  execution  or  delivery  by it of this  Agreement  or the
consummation of the transactions contemplated hereby or thereby, and no approval
or authorization of any governmental or regulatory  authority or any other party
or person is required to be obtained by Target in connection with its execution,
delivery and  performance  of this  Agreement or the  transactions  contemplated
hereby or thereby.

      3.10  Financial  Statements.  Target has  furnished  to Buyer an unaudited
balance sheet dated as of June 30, 2004 (the "Target Balance Sheet" and the date
thereof  shall be referred to as the "Target  Balance Sheet Date") and unaudited
income  statements for the periods ended December 31, 2002 and December 31, 2003
and for the  partial  period  ended  October  31, 2004 (such tax returns and the
Target Balance Sheet, collectively,  the "Financial Statements").  A copy of the
Target  Balance  Sheet is  included  in the  Target  Disclosure  Schedules.  The
Financial  Statements fairly and accurately present the financial  condition and
results of  operations  of Target as of the dates and for the periods  indicated
and have been prepared using generally accepted accounting  principles,  applied
on a consistent basis with prior periods,  except as otherwise  indicated in the
Financial Statements.

      3.11  Liabilities  and  Obligations.  The Target Balance Sheet  accurately
reflects all liabilities of Target, accrued,  contingent or otherwise that would
be  required  to be  reflected  on a balance  sheet,  or in the  notes  thereto,
prepared using generally accepted accounting principles,  except for liabilities
and  obligations  incurred in the Ordinary  Course of Business  since the Target
Balance Sheet Date.  Except as set forth in the Target Balance Sheet,  Target is
not obligated in any way to provide  funds in connection  with any guarantee of,
or to assume, any debt, obligation or dividend of any other person, corporation,
association,  partnership,  limited liability company,  joint venture,  trust or
other entity.  There exists no valid basis for the assertion of any other claims
against it or any other  liabilities of any nature or for any amount,  except as
may arise in connection  with  liabilities  incurred in the ordinary  course and
liabilities not exceeding $10,000 in the aggregate.


                                     E-103
<PAGE>
                                                                    Exhibit 10.3


      3.12 Employee Matters.

            (a) Cash  Compensation.  The Target  Disclosure  Schedules contain a
complete and accurate list of the names,  titles and annual cash compensation as
of  January 1, 2005,  including  without  limitation  wages,  salaries,  bonuses
(discretionary   and   formula)   and  other   cash   compensation   (the  "Cash
Compensation")  of all  employees  of  Target,  and  the  amounts  paid  to each
independent  contractor of Target,  together with a description  of the material
terms  of any such  independent  contractor's  agreement  or  relationship  with
Target,  during the last  twelve  months.  In  addition,  the Target  Disclosure
Schedules  contain a complete and accurate  description  of (i) all increases in
Cash  Compensation of employees of Target during the current fiscal year and the
immediately  preceding  fiscal  year  and (ii) any  promised  increases  in Cash
Compensation of employees and/or independent contractors of Target that have not
yet been effected.

            (b) Compensation  Plans. The Target  Disclosure  Schedules contain a
complete and accurate list of all compensation plans,  arrangements or practices
(the "Compensation Plans") sponsored by Target or to which Target contributes on
behalf of its employees. The Compensation Plans include, without limitation, all
plans,  arrangements  or practices  that  provide for  severance  pay,  deferred
compensation,  incentive,  bonus or performance  awards,  and stock ownership or
stock  options.  Target has  provided or made  available to Buyer a copy of each
written   Compensation  Plan  and  a  written   description  of  each  unwritten
Compensation  Plan. Each of the Compensation  Plans can be terminated or amended
at will by Target.

            (c)  Employment  Agreements.  Except  as set  forth  in  the  Target
Disclosure  Schedules,  Target  is  not a  party  to  any  employment  agreement
("Employment  Agreements")  with  respect  to any of its  employees.  Employment
Agreements  include without  limitation  employee leasing  agreements,  employee
services agreements and noncompetition agreements.

            (d)  Employee   Policies  and  Procedures.   The  Target  Disclosure
Schedules  contain a complete and accurate list of all employee  manuals and all
material policies, procedures and work-related rules (the "Employee Policies and
Procedures")  that apply to  employees  of Target.  Target has  provided or made
available to Buyer a copy of all written Employee  Policies and Procedures and a
written description of all material unwritten Employee Policies and Procedures.

            (e) Unwritten Amendments. No material unwritten amendments have been
made,  whether by oral  communication,  pattern of  conduct or  otherwise,  with
respect to any Compensation Plans or Employee Policies and Procedures.


                                     E-104
<PAGE>
                                                                    Exhibit 10.3


            (f) Labor Compliance.  Target has been and is in compliance with all
applicable laws,  rules,  regulations and ordinances  respecting  employment and
employment  practices,  terms and  conditions of employment and wages and hours.
Target is not liable for any arrears of wages or penalties for failure to comply
with any of the  foregoing.  Target has not engaged in any unfair labor practice
or discriminated on the basis of race,  color,  religion,  sex, national origin,
age, disability or handicap in its employment conditions or practices. There are
no (i) unfair labor practice charges or complaints or racial, color,  religious,
sex,  national origin,  age,  disability or handicap  discrimination  charges or
complaints  pending or, to the actual  knowledge of Target,  threatened  against
Target before any federal, state or local court, board,  department,  commission
or  agency  (nor does any  valid  basis  therefor  exist)  or (ii)  existing  or
threatened  labor strikes,  disputes,  grievances,  controversies or other labor
troubles affecting Target (nor does any valid basis therefor exist).

            (g) Unions.  Target has never been a party to any agreement with any
union, labor organization or collective  bargaining unit. No employees of Target
are represented by any union, labor organization or collective  bargaining unit.
None of the  employees  of Target has  threatened  to  organize or join a union,
labor organization or collective bargaining unit.

            (h)  Aliens.  All  employees  of  Target  are  citizens  of,  or are
authorized in accordance  with federal  immigration  laws to be employed in, the
United States.

      3.13 Employee Benefit Plans.

            (a)  Identification.  The  Target  Disclosure  Schedules  contain  a
complete and accurate list of all employee  benefit plans (within the meaning of
Section 3(3) of ERISA)  sponsored by Target or to which  Target  contributes  on
behalf of its employees and all employee benefit plans  previously  sponsored or
contributed to on behalf of its employees  within the three years  preceding the
date hereof (the  "Benefit  Plans").  Target has  provided or made  available to
Buyer copies of all plan documents, determination letters, pending determination
letter  applications,  trust instruments,  insurance  contracts,  administrative
services  contracts,   annual  reports,   actuarial  valuations,   summary  plan
descriptions,  summaries  of material  modifications,  administrative  forms and
other documents that constitute a part of or are incident to the  administration
of the Benefit  Plans.  In addition,  Target has  provided or made  available to
Buyer a written  description of all existing practices engaged in by Target that
constitute  Benefit Plans.  Subject to the  requirements of the Internal Revenue
Code and ERISA,  each of the Benefit  Plans can be terminated or amended at will
by Target. No unwritten amendment exists with respect to any Benefit Plan.

            (b)  Administration.  Each  Benefit Plan has been  administered  and
maintained in compliance with all applicable laws, rules and regulations, except
where failure to comply would not, individually or in the aggregate, result in a
Material  Adverse Effect on Target.  Target and the  Stockholders  have made all
necessary  filings,  reports  and  disclosures  with  respect to all  applicable
Benefit Plans, except where failure to comply would not,  individually or in the
aggregate, result in a Material Adverse Effect on Target.


                                     E-105
<PAGE>
                                                                    Exhibit 10.3


            (c)  Examinations.  Target  has not  received  any  notice  that any
Benefit Plan is currently  the subject of an audit,  investigation,  enforcement
action or other similar proceeding conducted by any state or federal agency.

            (d) Prohibited Transactions.  No prohibited transactions (within the
meaning of Section 4975 of the Internal  Revenue Code or Sections 406 and 407 of
ERISA) have occurred with respect to any Benefit Plan.

            (e) Claims and Litigation.  No pending or threatened,  claims, suits
or other  proceedings  exist with  respect to any Benefit Plan other than normal
benefit claims filed by participants or beneficiaries.

            (f)  Qualification.  Target  does  not  sponsor  any  Benefit  Plans
intended to be  qualified  within the meaning of Section  401(a) of the Internal
Revenue  Code  and/or  tax-exempt  within the  meaning of Section 501 (a) of the
Internal Revenue Code.

            (g) Funding Status.  Target does not sponsor any Benefit Plan, which
is subject to the funding  requirement  of Section 412 of the  Internal  Revenue
Code. Target is not a member of a controlled group within the meaning of Section
412(n)(6)(B) of the Internal  Revenue Code (a "Controlled  Group").  Target does
not sponsor any Benefit  Plan  described  in Section  501(c)(9)  of the Internal
Revenue Code.

            (h) Excise  Taxes.  Neither  Target  nor any member of a  Controlled
Group has any  liability  to pay excise  taxes with  respect to any Benefit Plan
under applicable provisions of the Code or ERISA.

            (i) Multiemployer  Plans. Target is not and has never been obligated
to  contribute  to a  multiemployer  plan within the meaning of Section 3(37) of
ERISA.

            (j) Pension Benefit Guaranty Corporation.  None of the Benefit Plans
is subject to the requirements of Title IV of ERISA.

            (k)  Retirees.  Target has no  obligation  or  commitment to provide
medical,  dental  or  life  insurance  benefits  to or on  behalf  of any of its
employees who may retire or any of its former  employees who have retired except
as may be  required  pursuant to the  continuation  of  coverage  provisions  of
Section  4980B of the  Internal  Revenue  Code and  Sections  601 through 608 of
ERISA.

      3.14  Absence of Certain  Changes.  Since the Target  Balance  Sheet Date,
Target has not:

            (a) suffered a Material Adverse Effect, whether or not caused by any
deliberate act or omission of Target, a Stockholder or the Minority Stockholder;

            (b)  contracted  for the purchase of any capital asset having a cost
in excess of $5,000 or made any single capital expenditure in excess of $5,000;


                                     E-106
<PAGE>
                                                                    Exhibit 10.3


            (c)  incurred  any  indebtedness  for  borrowed  money  (other  than
short-term borrowing in the Ordinary Course of Business),  or issued or sold any
debt securities;

            (d) incurred or discharged  any material  liabilities or obligations
except in the Ordinary Course of Business;

            (e) paid any amount on any indebtedness prior to the due date except
in the Ordinary Course of Business,  forgiven or canceled any claims or any debt
in excess of $5,000,  or released  or waived any rights or claims  except in the
Ordinary Course of Business;

            (f) mortgaged,  pledged or subjected to any security interest, lien,
lease or other charge or encumbrance any of its properties or assets (other than
statutory  liens arising in the Ordinary  Course of Business or other liens that
do not  materially  detract  from the  value or  interfere  with the use of such
properties or assets);

            (g)  suffered  any  damage or  destruction  to or loss of any assets
(whether  or  not  covered  by  insurance)  that  has,  individually  or in  the
aggregate, resulted in a Material Adverse Effect;

            (h) acquired or disposed of any assets having an aggregate  value in
excess of $5,000, except in the Ordinary Course of Business;

            (i)  written up or  written  down the  carrying  value of any of its
assets, other than accounts receivable in the Ordinary Course of Business;

            (j) changed the costing system or depreciation methods of accounting
for its assets in any material respect;

            (k) lost or terminated any employee,  customer or supplier that has,
individually or in the aggregate, resulted in a Material Adverse Effect;

            (l)  increased  the  compensation  of  any  director,  officer,  key
employee or consultant;

            (m) increased the compensation of any employee (except for increases
in the Ordinary  Course of Business  consistent with past practice) or hired any
new  employee  who is expected to receive  annualized  compensation  of at least
$15,000;

            (n)  made any  payments  to or  loaned  any  money to any  employee,
officer, director or stockholder;

            (o)  formed  or  acquired  or  disposed  of  any   interest  in  any
corporation, partnership, joint venture or other entity;

            (p) redeemed,  purchased or otherwise acquired,  or sold, granted or
otherwise  disposed  of,  directly or  indirectly,  any of its capital  stock or
securities or any rights to acquire such capital stock or securities,  or agreed
to change the terms and  conditions  of any such capital  stock,  securities  or
rights;


                                     E-107
<PAGE>
                                                                    Exhibit 10.3


            (q)  entered  into any  agreement  providing  for total  payments by
Target in excess of $5,000 in any 12 month  period with any person or group,  or
modified  or  amended in any  material  respect  the terms of any such  existing
agreement, except in the Ordinary Course of Business;

            (r) entered  into,  adopted or amended any  Employee  Benefit  Plan,
except as contemplated hereby or the other agreements contemplated hereby; or

            (s) entered into any other  commitment or transaction or experienced
any other event that would materially  interfere with its performance under this
Agreement  or any  other  agreements  or  document  executed  or to be  executed
pursuant to this Agreement,  or otherwise has, individually or in the aggregate,
resulted in a Material Adverse Effect.

            (t) declared or paid any dividend or distribution,  employment bonus
in excess of $50,000 or grants any other benefit or compensation to employees or
stockholders out of the ordinary course of Target's business.

      3.15 Title; Leased Assets.

            (a) Real  Property.  Target  does not own any  interest  (other than
leasehold  interests  described  in the  Target  Disclosure  Schedules)  in real
property.  The leased real property described in the Target Disclosure Schedules
constitutes  the only  real  property  necessary  for the  conduct  of  Target's
business.

            (b) Personal  Property.  Target has good, valid and marketable title
to all the personal  property owned by Target,  all of which is reflected in the
Financial  Statements  (collectively,  the  "Personal  Property").  The Personal
Property and any personal property leased by Target constitute the only personal
property  necessary for the conduct of Target's  business.  On the Closing Date,
Target's  interest  in the  Personal  Property  shall be free  and  clear of all
security interests,  liens, claims and encumbrances,  other than statutory liens
arising in the Ordinary Course of Business or other liens that do not materially
detract from the value or interfere  with the use of such  properties or assets,
and except as otherwise set forth in the Target Disclosure Schedules.

            (c) Aircraft. The Target Disclosure Schedules contain a complete and
accurate list of all aircraft owned by the Target ("Aircraft"). The Aircraft are
lawfully registered in the name of Target with the FAA, Target is the sole owner
of the  Aircraft  and has good and  marketable  title  thereto,  and,  as of the
Closing Date, the Aircraft will be free and clear of any and all claims,  liens,
mortgages or  encumbrances  of any kind or character  except as set forth in the
Target Disclosure Schedules.  Between the date of this Agreement and the Closing
Date, Target will not grant or create any lien, mortgage or encumbrance upon any
of the Aircraft or any part thereof.

            (d) Leases.  The Target  Disclosure  Schedules  set forth a list and
brief description of (i) all leases of real property and (ii) leases of personal
property  involving  rental  payments  within  any 12 month  period in excess of
$5,000,  in either case to which Target is a party,  either as lessor or lessee.
All such leases are valid and  enforceable in accordance  with their  respective
terms except as may be limited by applicable  bankruptcy,  insolvency or similar
laws affecting  creditors'  rights  generally or the  availability  of equitable
remedies.


                                     E-108
<PAGE>
                                                                    Exhibit 10.3


      3.16 Commitments.

            (a) Commitments; Defaults. Any of the following to which Target is a
party or is bound  by, or which any of the  shares of Target  Capital  Stock are
subject to, or which the assets or the business of Target are bound by,  whether
or not in writing, are listed in the Target Disclosure  Schedules  (collectively
"Commitments"):

                  (i) any partnership or joint venture agreement;

                  (ii)  any   guaranty   or   suretyship,   indemnification   or
contribution agreement or performance bond;

                  (iii) any debt instrument,  loan agreement or other obligation
relating  to  indebtedness  for  borrowed  money or money  lent or to be lent to
another;

                  (iv) any contract to purchase real property;

                  (v) any agreement with dealers or sales or commission  agents,
public relations or advertising  agencies,  accountants or attorneys (other than
in connection  with this  Agreement and the  transactions  contemplated  hereby)
involving  total  payments  within  any 12 month  period in excess of $5,000 and
which is not terminable on 30 days' notice or without penalty;

                  (vi)  any  agreement   relating  to  any  material  matter  or
transaction  in  which an  interest  is held by a person  or  entity  that is an
Affiliate of Target, the Minority Stockholder or any Stockholder;

                  (vii) any agreement for the acquisition of services, supplies,
equipment,  inventory,  fixtures or other  property  involving  more than $5,000
individually or $25,000 in the aggregate;

                  (viii) any powers of attorney;

                  (ix) any contracts containing noncompetition covenants;

                  (x) any  agreement  providing for the purchase from a supplier
of all or  substantially  all of the  requirements  of  Target  of a  particular
product or service; or

                  (xi)  any  other  agreement  or  commitment  not  made  in the
Ordinary  Course of Business or that is  material to the  business,  operations,
condition (financial or otherwise) or results of operations of Target.

      True,  correct and complete copies of all written  Commitments,  and true,
correct  and  complete  written  descriptions  of  all  oral  Commitments,  have
heretofore  been delivered or made available to Buyer.  There are no existing or
asserted defaults, events of default or events,  occurrences,  acts or omissions
that,  with the  giving  of notice  or lapse of time or both,  would  constitute
defaults by Target or, to Target's  knowledge,  any other party to a Commitment,
and no penalties have been incurred nor are  amendments  pending with respect to
the Commitments.  The Commitments are in full force and effect and are valid and
enforceable obligations of Target and, to Target's knowledge,  the other parties
thereto, in accordance with their respective terms, and no defenses, off-sets or
counterclaims have been asserted or, to Target's  knowledge,  may be made by any
party thereto (other than Target), nor has Target waived any rights thereunder.


                                     E-109
<PAGE>
                                                                    Exhibit 10.3


      3.17 No Cancellation or Termination of Commitment.  Neither Target nor any
Stockholder  has received  notice of any plan or intention of any other party to
any Commitment to exercise any right to cancel or terminate any Commitment;  and
neither  Target nor any  Stockholder  currently  contemplates,  or has  received
notice that any other person currently contemplates,  any amendment or change to
any Commitment.

      3.18 Insurance. Target carries property,  liability, workers' compensation
and such other types of insurance  pursuant to the insurance policies listed and
briefly  described  in  the  Target  Disclosure  Schedules  (collectively,   the
"Insurance  Policies"  and  each  individually,   an  "Insurance  Policy").  The
Insurance Policies are all of the insurance policies relating to the business of
Target. All of the Insurance Policies are valid and enforceable policies, except
as may be limited by applicable bankruptcy, insolvency or similar laws affecting
creditors'  rights  generally or the  availability  of equitable  remedies.  All
Insurance  Policies shall be maintained in force without  interruption up to and
including the Closing Date.  True,  complete and correct copies of all Insurance
Policies have been provided or made  available to Buyer.  Neither Target nor any
Stockholder  has received any notice or other  communication  from any issuer of
any  Insurance   Policy  canceling  such  policy,   materially   increasing  any
deductibles or retained amounts thereunder,  or materially increasing the annual
or other premiums  payable  thereunder and no such  cancellation  or increase of
deductibles,  retainages  or premiums is  threatened.  There are no  outstanding
claims,  settlements or premiums owed against any Insurance  Policy, or if there
are,  Target has given all  notices or has  presented  all  potential  or actual
claims  under  any  Insurance  Policy  in due and  timely  fashion.  The  Target
Disclosure  Schedules set forth a list of all claims under any Insurance  Policy
in excess of $10,000  per  occurrence  filed by Target  during  the  immediately
preceding five-year period.

      3.19 Intellectual Property.

            (a) The Target Disclosure  Schedules contain a complete and accurate
list of all of  Target's  Copyrights,  Patents and  Trademarks,  each as defined
herein,  with the source or method of intellectual  property protection utilized
or relied upon by Target with  respect to each such  product set forth  thereon.
Target owns all right,  title and interest in and to all  Intellectual  Property
(as defined  herein) owned by it, and holds valid  licenses for all  third-party
owned Intellectual Property used by it, each as may be necessary for the conduct
of the business of Target.

            (b) Target has not,  as of and since the date upon which it acquired
rights in or to any  Intellectual  Property,  except in the  Ordinary  Course of
Business in connection  with the  distribution  of its products and sales to end
users, (i) transferred,  conveyed, sold, assigned, pledged, mortgaged or granted
a security interest in any such  Intellectual  Property to any third party, (ii)
entered into any license,  franchise or other agreement with respect to any such
Intellectual  Property with any third person, or (iii) otherwise  encumbered any
such Intellectual Property.


                                     E-110
<PAGE>
                                                                    Exhibit 10.3


            (c) The  conduct of the  business of Target as  currently  conducted
does  not,  in any  way  conflict  with,  misappropriate  or  infringe  on,  any
intellectual  property  right of any third  party.  There are no claims,  suits,
actions or  proceedings  pending  or, to the  knowledge  of  Target,  threatened
against  Target (i) alleging  that use or license by Target of any  Intellectual
Property  conflicts or infringes in any way with any third party's  intellectual
property  rights,  (ii)  challenging  Target's  ownership of or right to use any
Intellectual  Property owned or used by it, or (iii) challenging the validity of
any of  Target's  Intellectual  Property.  To Target's  knowledge,  there are no
conflicts,  misappropriations,  infringements  or other  violations by any third
party of any of the Intellectual Property owned by, used by or licensed by or to
Target.

            (d) Each  Copyright,  Patent  and  Trademark  listed  in the  Target
Disclosure Schedules is valid,  subsisting and in proper form, and has been duly
maintained, including the submission of all necessary filings in accordance with
the legal and administrative requirements of the appropriate jurisdictions,  and
no  Copyright,   Patent  or  Trademark  has  lapsed,  nor  has  there  been  any
cancellation  or  abandonment  by Target  thereof.  Target  has taken all of the
proper precautions to maintain the secrecy of its Intellectual  Property that it
considers to be Trade Secrets,  and to protect its Trade Secrets from disclosure
to the full  extent  required  under  applicable  law,  and  there  have been no
failures in complying with such requirements.

            (e) Neither  Target nor any other  person has  granted any  release,
covenant   not  to  sue,  or   non-assertion   assurance  or  entered  into  any
indemnification or settlement agreement with any person with respect to any part
of its  Intellectual  Property or any licenses  associated with its Intellectual
Property,  except for indemnifications given in the Ordinary Course of Business,
customary in the industry or industries in which Target conducts business.

      3.20 Taxes.

            (a) Filing of Tax  Returns.  Target  has duly and  timely  filed (in
accordance  with any  extensions  duly granted by the  appropriate  governmental
agency,  if  applicable)  with the  appropriate  governmental  agencies  all Tax
Returns  and reports  required to be filed by the United  States or any state or
any  political  subdivision  thereof or any foreign  jurisdiction.  All such Tax
Returns or reports are  complete  and  accurate  in all  material  respects  and
properly reflect the taxes of Target for the periods covered  thereby.  True and
correct  copies  of such  Tax  Returns  for the past  five  taxable  years  have
heretofore been delivered to Buyer.

            (b)  Payment  of  Taxes.  Except  for such  items as  Target  may be
disputing in good faith by proceedings in compliance  with  applicable law, each
of which is described in Target  Disclosure  Schedules,  (i) Target has paid all
taxes, penalties,  assessments and interest that have become due with respect to
any Tax  Returns  that it has filed and (ii)  Target  is not  delinquent  in the
payment of any tax, assessment or governmental charge.

            (c) No Pending Deficiencies,  Delinquencies,  Assessments or Audits.
Target has not received any notice that any tax  deficiency or  delinquency  has
been  asserted  against  Target.  There is no taxing  authority  audit of Target
pending or, to Target's knowledge,  threatened, and the results of any completed
audits  are  properly  reflected  in the  Financial  Statements.  Target has not
violated any federal,  state,  local or foreign tax law, except where failure to
so comply would not,  individually or in the aggregate,  have a Material Adverse
Effect.


                                     E-111
<PAGE>
                                                                    Exhibit 10.3


            (d) No Extension  of  Limitation  Period.  Target has not granted an
extension to any taxing authority of the limitation  period during which any tax
liability may be assessed or collected.

            (e) Withholding  Requirements  Satisfied.  All monies required to be
withheld by Target and paid to  governmental  agencies  for all  income,  social
security,  unemployment insurance, sales, excise, use, and other taxes have been
collected or withheld and paid to the respective governmental agencies.

            (f) Tax Exempt Entity. None of the assets of Target are subject to a
lease to a "tax exempt  entity" as such term is defined in Section  168(h)(2) of
the Internal Revenue Code.

            (g) Collapsible  Corporation.  Target has not at any time consented,
and the Stockholders  will not permit Target to elect, to have the provisions of
Section 341(f)(2) of the Internal Revenue Code apply to it.

            (h)  Personal  Holding  Company.  Target  is not or has  not  been a
personal  holding  company  within the  meaning of Section  542 of the  Internal
Revenue Code.

      3.21 Compliance with Laws.  Target has complied with all applicable  laws,
and  regulations  and has  filed  with  the  proper  authorities  all  necessary
statements  and reports except where the failure to so comply or file would not,
individually or in the aggregate, result in a Material Adverse Effect. There are
no  existing  violations  by  Target  of any  federal,  state  or  local  law or
regulation that could,  individually  or in the aggregate,  result in a Material
Adverse Effect. Target possesses all necessary licenses, franchises, permits and
governmental  authorizations  for  the  conduct  of  Target's  business  as  now
conducted, all of which are listed (with expiration dates, if applicable) in the
Target  Disclosure  Schedules.  The transactions  contemplated by this Agreement
will not result in a default  under or a breach or  violation  of, or  adversely
affect  the rights  and  benefits  afforded  by any such  licenses,  franchises,
permits or government  authorizations,  except for any such  default,  breach or
violation  that would not,  individually  or in the  aggregate,  have a Material
Adverse Effect.  Since January 1, 1996,  Target has not received any notice from
any federal, state or other governmental authority or agency having jurisdiction
over its properties or activities, or any insurance or inspection body, that its
operations  or  any  of  its  properties,  facilities,  equipment,  or  business
practices  fail to  comply  with  any  applicable  law,  ordinance,  regulation,
building or zoning law, or requirement of any public or  quasi-public  authority
or body,  except where  failure to so comply would not,  individually  or in the
aggregate, have a Material Adverse Effect.

      3.22  Finder's  Fee.  Target  has  not  incurred  any  obligation  for any
finder's,   broker's  or  agent's  fee  in  connection  with  the   transactions
contemplated hereby.

      3.23 Litigation.  There are no legal actions or administrative proceedings
or investigations  instituted or, threatened against Target, either affecting or
that could affect the  outstanding  shares of Target Capital  Stock,  any of the
assets  of  Target,  or  the  operation,   business,   condition  (financial  or
otherwise), or results of operations of Target which (i) if, successful,  could,
individually or in the aggregate,  have a Material  Adverse Effect or (ii) could
adversely  affect  the  ability  of  Target,  the  Minority  Stockholder  or any
Stockholder to effect the transactions  contemplated hereby. Neither Target, the
Minority  Stockholder nor any Stockholder is (a) subject to any continuing court
or  administrative  order,  judgment,  writ,  injunction  or  decree  applicable
specifically  to Target or to its business,  assets,  operations or employees or
(b) in default with respect to any such order,  judgment,  writ,  injunction  or
decree.  Target  has no  knowledge  of any  valid  basis  for any  such  action,
proceeding  or  investigation.  All  claims  made  or,  to  Target's  knowledge,
threatened  against  Target in excess of its  deductible  are covered  under its
Insurance Policies.


                                     E-112
<PAGE>
                                                                    Exhibit 10.3


      3.24  Condition  of Fixed  Assets.  All of the  structures  and  equipment
reflected in the Financial  Statements and used by Target in its business are in
good  condition and repair,  subject to normal wear and tear,  and Target has no
actual  knowledge of any latent  defects  therein.  Each of the Aircraft will be
delivered in good  working  order and repair,  equipped and in the  condition as
inspected,  in an  airworthy  condition  with a  United  States  certificate  of
airworthiness,   with  all   systems   functioning   in   accordance   with  the
manufacturer's specifications, free of corrosion or material damage history, and
with all required maintenance,  airworthiness directives,  and mandatory service
bulletins (or equivalent)  completed to the Closing Date,  without deferments or
extensions.  All Aircraft  airworthiness  discrepancies  and  mutually-agreed-to
discrepancies shall have been corrected at Target's expense and reflected in the
Financial Statements.  Warranties and engine, airframe, and avionics maintenance
programs (if any) shall be fully paid to the Closing Date.  Each of the Aircraft
has been maintained by Target  according to all applicable FAA  requirements and
has a complete set of airframe and engine  logbooks,  each of which are complete
and  accurately  reflect all work and  maintenance  performed  on the  Aircraft.
Target is not aware of any fact or  circumstance  which  would  have an  adverse
effect on the airworthiness of any Aircraft.

      3.25 Distributions and Repurchases.  No distribution,  payment or dividend
of any kind has been  declared  or paid by Target on any of the  Target  Capital
Stock since the Target  Balance Sheet Date. No repurchase of any Target  Capital
Stock has been approved, effected or is pending, or is contemplated by the Board
of Directors of Target.

      3.26 Banking Relations.  Set forth in the Target Disclosure Schedules is a
complete and accurate list of all borrowing and investing  arrangements or other
banking  relationships  that  Target  has  with  any  bank  or  other  financial
institution,   indicating  with  respect  to  each   relationship  the  type  of
arrangement maintained (such as checking account,  borrowing arrangements,  safe
deposit box, etc.) and the person or persons authorized in respect thereof.

      3.27 Ownership Interests of Interested Persons;  Affiliations. No officer,
supervisory  employee  or  director  of  Target,  or their  respective  spouses,
children or Affiliates,  owns directly or indirectly,  on an individual or joint
basis, any interest in, has a compensation or other financial  arrangement with,
or serves as an officer or  director  of, any  customer or supplier of Target or
any organization that has a material contract or arrangement with Target, except
as a  holder  of less  than 1% of the  outstanding  shares  of any  entity  with
securities  listed  on any  national  securities  exchange  or which  have  been
registered under Section 12(g) of the Securities Exchange Act of 1934.


                                     E-113
<PAGE>
                                                                    Exhibit 10.3


      3.28 Investments in Competitors.  Neither Target, any Stockholder, nor, to
the best  knowledge of Target and the  Stockholders,  the Minority  Stockholder,
owns  directly or indirectly  any interests or has any  investment in any person
that is a  competitor  of  Target,  except  as a holder  of less  than 1% of the
outstanding  shares  of any  entity  with  securities  listed  on  any  national
securities  exchange or which have been  registered  under  Section 12(g) of the
Exchange Act.

      3.29 Environmental Matters.

            (a) Neither  Target nor any of its assets are currently in violation
of, or subject to any existing,  pending or, to Target's knowledge,  threatened,
investigation  or  inquiry  by any  governmental  authority  or to any  remedial
obligations under, any Environmental Laws.

            (b) Except for its fueling  activity with respect to Jet A and avgas
fuel, all of which was conducted in full compliance of all  Environmental  Laws,
Target has never generated,  used, stored or handled any Hazardous Materials nor
has it treated, stored, disposed of, spilled or released any Hazardous Materials
at any site presently or formerly owned,  leased,  operated or used by Target or
shipped any Hazardous Materials for treatment,  storage or disposal at any other
site or facilities. No other person has ever generated, used, handled, stored or
disposed of any  Hazardous  Materials at any site  presently or formerly  owned,
leased,  operated or used by Target,  nor has there been or is there  threatened
any release of any Hazardous  Materials on or at any such site.  Target does not
presently own or lease, nor has it previously owned or leased, any site on which
underground  storage tanks are or were located.  No lien has been imposed by any
governmental agency on any property,  facility,  machinery,  or equipment owned,
operated,  leased or used by  Target  in  connection  with the  presence  of any
Hazardous Materials.

            (c) Target has no material  liability under nor has it ever violated
any Environmental  Laws, a violation of which may have a Material Adverse Effect
on its business,  with respect to any property owned, operated,  leased, or used
by Target and any facilities and operations thereon.  In addition,  any property
owned,  operated,  leased, or used by Target,  and any facilities and operations
thereon are  presently in compliance  with all  applicable  Environmental  Laws.
Target has not entered  into or been subject to any consent  decree,  compliance
order or  administrative  order with respect to any  environmental or health and
safety matter or received any request for  information,  notice,  demand letter,
administrative inquiry, or formal or informal complaint or claim with respect to
any  environmental  or  health  and  safety  matter  or any  enforcement  of any
Environmental  Law;  and Target  has no reason to believe  that any of the above
will be forthcoming.

            (d) Target has provided to Buyer  copies of all material  documents,
records,  and information  available to Target  concerning any  environmental or
health and  safety  matter  relevant  to Target,  whether  generated  by Target,
Stockholders or others,  including,  without limitation,  environmental  audits,
environmental  risk  assessments,  site  assessments,   documentation  regarding
off-site  disposal of Hazardous  Materials,  spill control  plans,  and reports,
correspondence,  permits, licenses, approvals, consents, or other authorizations
issued by any environmental agency. Target has not entered into any negotiations
or  agreements  with any Person  relating to any  remedial  action or  Hazardous
Materials or Environmental Laws-related claim.


                                     E-114
<PAGE>
                                                                    Exhibit 10.3


            (e)  Target  has  obtained  all  permits   necessary   for  Target's
operation,  and  all  such  permits  are in  good  standing,  and  Target  is in
compliance with all terms and conditions of such permits.  All premises involved
in Target's  business  will, as of both the Effective  Date and the Closing Date
pass all  inspections  necessary  to  conduct  Target's  business  as  currently
conducted and as foreseeably to be conducted.  All permits are in full force and
effect  and are not and have not been  subject  to any  default  or  enforcement
action by the applicable issuing authority.

      3.30  Certain  Payments.  Neither  Target  nor any  director,  officer  or
employee of Target  acting for or on behalf of Target,  has paid or caused to be
paid, directly or indirectly, in connection with the business of Target:

            (a) to any government or agency thereof or any agent of any supplier
or customer any bribe, kick-back or other similar payment; or

            (b) any contribution to any political party or candidate (other than
from personal funds of directors,  officers or employees not reimbursed by their
respective employers or as otherwise permitted by applicable law).

      3.31  Material  Contracts.  The  Target  Disclosure  Schedules  contain  a
complete and accurate list of any and all contracts  that have been entered into
by Target and are  executory as of the date of this  Agreement.  Target  further
represents  and warrants  that a true and correct copy of each such contract has
been provided to Buyer.

      3.32 Full Disclosure.  No representation or warranty made by Target or the
Stockholders  in  this  Agreement  or any  Schedule  or  Exhibit  hereto  and no
statement or certificate or memorandum furnished or to be furnished by Target or
the Stockholders  pursuant hereto or in connection with the transactions covered
hereby contains or will contain any untrue statement of a material fact, or omit
to state any material fact  necessary in order to make the  statements  made, in
light of the circumstances under which they were made, not misleading.

                                   ARTICLE 4
               REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

      Each  Stockholder,   severally  and  not  jointly,  as  to  himself  only,
represents and warrants to Buyer that the following,  except as set forth in the
Target Disclosure  Schedules and only insofar as they relate to such Stockholder
(referred  to in this  ARTICLE  4 as  "the  Stockholder")  and not to any  other
Stockholders, are true and correct as of the date hereof and agrees as follows:

      4.1  Validity;   Stockholder  Capacity.  This  Agreement  and  each  other
agreement  contemplated hereby or thereby have been or will be as of the Closing
Date duly  executed and  delivered by the  Stockholder  and  constitute  or will
constitute legal, valid and binding obligations of the Stockholder,  enforceable
against the Stockholder in accordance with their respective terms, except as may
be limited by  applicable  bankruptcy,  insolvency  or  similar  laws  affecting
creditors'  rights  generally or the  availability  of equitable  remedies.  The
Stockholder  has legal capacity to enter into and perform this Agreement and his
Stockholder Employment Agreement, if applicable.


                                     E-115
<PAGE>
                                                                    Exhibit 10.3


      4.2 No Violation.  Neither the execution,  delivery or performance of this
Agreement,  the Stockholder  Employment Agreement,  if applicable,  or the other
agreements  of  the  Stockholder   contemplated  hereby  or  thereby,   nor  the
consummation  of the  transactions  contemplated  hereby  or  thereby,  will (a)
conflict  with,  or result in a violation or breach of the terms,  conditions or
provisions of, or constitute a default under, any agreement,  indenture or other
instrument under which the Stockholder is bound or to which any of his shares of
Target Capital Stock are subject, or result in the creation or imposition of any
security interest,  lien, charge or encumbrance upon any of his shares of Target
Capital  Stock;  or (b) violate or conflict  with any judgment,  decree,  order,
statute,  rule  or  regulation  of any  court  or any  public,  governmental  or
regulatory agency or body, by which he or his shares of Target Capital Stock are
bound.

      4.3  Personal  Holding  Company;   Control  of  Related  Businesses.   The
Stockholder  does not own his  shares  of  Target  Capital  Stock,  directly  or
indirectly,  beneficially or of record,  through a personal holding company. The
Stockholder  does not control  another  business  that is in the same or similar
line of business as Target or that has or is engaged in transactions with Target
except transactions in the Ordinary Course of Business.

      4.4 Governmental Authorities; Third Party Consents. The Stockholder is not
required to submit any  notice,  report or other  filing  with any  governmental
authority in connection  with the execution or delivery by him of this Agreement
or the consummation by him of the transactions  contemplated  hereby or thereby,
and no approval or authorization of any governmental or regulatory  authority or
any other  party or person is required  to be  obtained  by the  Stockholder  in
connection with his execution, delivery and performance of this Agreement or the
transactions contemplated hereby or thereby.

      4.5 Certain  Payments.  The Stockholder has not paid or caused to be paid,
directly or indirectly, in connection with the business of Target:

            (a) to any government or agency thereof or any agent of any supplier
or customer any bribe, kick-back or other similar payment; or

            (b) any contribution to any political party or candidate (other than
from  personal  funds not  reimbursed  by Target or as  otherwise  permitted  by
applicable law).

      4.6 Finder's Fee. The  Stockholder has not incurred any obligation for any
finder's,   broker's  or  agent's  fee  in  connection  with  the   transactions
contemplated hereby.

      4.7 Ownership of Interested Persons; Affiliations. Neither the Stockholder
nor his or her spouse, children or Affiliates,  owns directly or indirectly,  on
an  individual  or joint basis,  any interest  in, has a  compensation  or other
financial arrangement with, or serves as an officer or director of, any customer
or  supplier  of Target or any  organization  that has a  material  contract  or
arrangement  with Target,  except as a holder of less than 1% of the outstanding
shares of any entity with securities listed on any national  securities exchange
or which have been registered under Section 12(g) of the Exchange Act.


                                     E-116
<PAGE>
                                                                    Exhibit 10.3


      4.8 Investments in Competitors.  The Stockholder  does not own directly or
indirectly  any  interests  or  have  any  investment  in any  person  that is a
competitor  of  Target,  except as a holder  of less than 1% of the  outstanding
shares of any entity with securities listed on any national  securities exchange
or which have been registered under Section 12(g) of the Exchange Act.

                                   ARTICLE 5
                     REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer  represents  and  warrants to Target and to  Stockholders  and their
heirs,  successors  and assigns,  that,  except as may be set forth in the Buyer
Disclosure Schedules, the following are true and correct as of the date hereof:

      5.1 Organization and Good Standing. Buyer is a corporation duly organized,
validly  existing  and  in  good  standing  under  the  laws  of  the  State  of
Pennsylvania,  and  is  duly  authorized  to  carry  on the  business  presently
conducted by it.

      5.2 Corporate Power and Authorization. The Board of Directors of Buyer, by
resolution  adopted by a vote of the directors at a meeting duly called and held
in accordance  with  applicable  law, has duly approved this  Agreement,  all in
accordance  with and as required by law and in  accordance  with the Articles of
Incorporation  and Bylaws of Buyer.  The execution,  delivery and performance by
Buyer of this Agreement and the other agreements  contemplated  hereby,  and the
consummation of the transactions contemplated hereby and thereby, have been duly
authorized  by Buyer.  This  Agreement  has been duly  executed and delivered by
Buyer  and  constitutes  the  legal,  valid  and  binding  obligation  of  Buyer
enforceable against Buyer in accordance with its terms, except as may be limited
by applicable bankruptcy, insolvency or similar laws affecting creditors' rights
generally or the availability of equitable remedies.

      5.3 No Violation.  Neither the execution,  delivery or performance of this
Agreement or the other  agreements  contemplated  hereby nor the consummation of
the  transactions  contemplated  hereby or thereby  will (a) conflict  with,  or
result in a violation or breach of the terms,  conditions or  provisions  of, or
constitute a default under, the Articles of Incorporation or Code of Regulations
of Buyer,  (b) conflict  with,  or result in a violation or breach of the terms,
conditions  or  provisions  of, or constitute a default  under,  any  agreement,
indenture, right of first refusal, non-competition agreement or other instrument
under which  Buyer is bound or to which any of the assets of Buyer are  subject,
or result in the creation or imposition of any security  interest,  lien, charge
or  encumbrance  upon any of the assets of Buyer or (c) violate or conflict with
any judgment,  decree,  order,  statute,  rule or regulation of any court or any
public, governmental or regulatory agency or body.

      5.4 Governmental Authorities;  Third Party Consents. Buyer is not required
to submit any notice, report or other filing with any governmental  authority in
connection  with  the  execution  or  delivery  by it of this  Agreement  or the
consummation of the transactions contemplated hereby or thereby, and no approval
or authorization of any governmental or regulatory  authority or any other party
or person is required to be obtained by Buyer in connection  with its execution,
delivery and  performance  of this  Agreement or the  transactions  contemplated
hereby or thereby.


                                     E-117
<PAGE>
                                                                    Exhibit 10.3


      5.5  Disclosure.  No  representation  or  warranty  made by  Buyer in this
Agreement  or exhibit  hereto and no  statement  or  certificate  or  memorandum
furnished or to be furnished by Buyer pursuant  hereto or in connection with the
transactions  covered hereby contains or will contain any untrue  statement of a
material fact, or omit to state any material fact necessary in order to make the
statements made, in light of the  circumstances  under which they were made, not
misleading.

                                   ARTICLE 6
                    COVENANTS OF TARGET AND THE STOCKHOLDERS

      Target and the Stockholders, jointly and severally, agree that between the
date hereof and the Closing Date or any earlier  termination  of this  Agreement
(with respect to Target's  covenants,  the Stockholders  agree to use their best
efforts to cause Target to perform):

      6.1 Consummation of Agreement. Target and the Stockholders shall use their
best efforts to cause the consummation of the transactions  contemplated  hereby
in accordance  with their terms and  conditions;  provided,  however,  that this
covenant shall not require Target or a Stockholder to make any  expenditures  or
incur any  liabilities  that are not  expressly  set forth in this  Agreement or
otherwise contemplated herein.

      6.2  Exercise of Minority  Option.  The  Stockholders  shall  exercise the
Minority  Option on or before the Closing  Date,  following (i) Buyer's board of
directors shall have adopted resolutions authorizing the execution, delivery and
performance of this Agreement and the  consummation  of all of the  transactions
contemplated  by this  Agreement;  (ii) Buyer's  completion of the customary due
diligence review of all books, records,  properties, and personnel of Target and
any other information provided pursuant to Section 6.4, and written notification
to the Company and Stockholders that there exist no facts or circumstances as of
such completion date which would have or result in a Material  Adverse Effect on
Target.  Notwithstanding such notice, Buyer retains all rights to re-examine all
books,  records,  properties,  and personnel of Target and any other information
provided  pursuant  to Section  6.4 between the date of such notice and prior to
the Closing Date and, if  applicable,  to provide  written  notification  to the
Company  and  Stockholders  that there exist  facts or  circumstances  as of the
Closing Date which would have or result in a Material  Adverse Effect on Target.
On or before the Closing  Date,  the  Stockholders  shall pay all amounts due to
Minority  Stockholder  and fully  perform  all  required  obligations  under the
Minority  Option and such  performance  shall not conflict  with, or result in a
violation  or  breach  of any of the  terms,  conditions  or  provisions  of, or
constitute a default under,  the Minority  Option,  or result in the creation or
imposition of any security interest, lien, charge or encumbrance upon any of the
Minority Shares.  On or before the Closing Date,  concurrently with the exercise
of the Minority Option, the Stockholders shall cause the Minority Stockholder to
execute the Release.

      6.3 Business Operations. Target shall operate its business in the ordinary
course. Target and the Stockholders shall use their best efforts to preserve the
business of Target  intact.  Neither Target nor any  Stockholder  shall take any
action that,  individually or in the aggregate,  could reasonably be expected to
result in a Material Adverse Effect on Target. Target shall use its best efforts
to preserve intact its relationships  with customers,  suppliers,  employees and
others  having  significant  business  relations  with it, unless doing so would
impair its goodwill or could  reasonably be expected to result,  individually or
in the aggregate,  in a Material Adverse Effect on Target.  Target shall collect
its  receivables,  enter into customer  agreements and pay its trade payables in
the Ordinary Course of Business consistent with past practice.


                                     E-118
<PAGE>
                                                                    Exhibit 10.3


      6.4 Due Diligence Access. Target and the Stockholders shall, at reasonable
times during normal  business hours and on reasonable  notice,  permit Buyer and
its  authorized  representatives  reasonable  access to, and make  available for
inspection,  all of the assets and business of Target,  including  its employees
and, in cooperation with Target,  Target's  customers and suppliers,  and permit
Buyer and its  authorized  representatives  to inspect and, at Buyer's sole cost
and expense, make copies of all documents,  records and information with respect
to the affairs of Target as Buyer and its representatives  may request,  all for
the  purpose  of   permitting   Buyer  to  conduct  a  customary  due  diligence
investigation  on, and otherwise  become  familiar with, the business and assets
and liabilities of Target.

      6.5  Notification of Certain Matters.  Target and the  Stockholders  shall
promptly  inform  Buyer in writing  of (a) any notice of or other  communication
relating  to, a default  or event  that,  with  notice or lapse of time or both,
would become a default,  received by Target or any Stockholder subsequent to the
date of this Agreement and prior to the Closing Date under any Commitment  which
could  reasonably be expected to result in a Material  Adverse Effect on Target;
(b) any notice,  claim,  communication  or event with the  Minority  Stockholder
that,  is or with notice or lapse of time or both,  would cause a default of any
of the agreements, warranties, covenants or obligations under this Agreement; or
(c) the  occurrence  of any other event which  could  reasonably  be expected to
result in a Material Adverse Effect on Target.

      6.6  Approvals of Third  Parties.  Target and the  Stockholders  shall use
their best efforts to secure, as soon as practicable after the date hereof,  all
necessary  approvals  and consents of third parties to the  consummation  of the
transactions contemplated hereby, including,  without limitation,  all necessary
approvals and consents  required  under any real property and personal  property
leases.

      6.7 Employee Matters. Target shall not, without the prior written approval
of Buyer:

            (a)  increase  the Cash  Compensation  of any  Stockholder  or other
employee of Target  (other than in the Ordinary  Course of Business,  consistent
with past practice and following written notice to Buyer);

            (b) adopt,  amend or terminate  any  Compensation  Plan;

            (c) adopt, amend or terminate any Employment Agreement;

            (d) adopt, amend or terminate any Employee Policies and Procedures;

            (e) adopt, amend or terminate any Employee Benefit Plan;


                                     E-119
<PAGE>
                                                                    Exhibit 10.3


            (f) take any action that could  deplete  the assets of any  Employee
Benefit  Plan,  other  than  payment  of  benefits  in the  ordinary  course  to
participants and beneficiaries;

            (g) fail to pay any premium or  contribution  due or with respect to
any Employee Benefit Plan;

            (h) fail to file any return or report with  respect to any  Employee
Benefit Plan;

            (i) institute, settle or dismiss any employment litigation except as
could not reasonably be expected to result, individually or in the aggregate, in
a Material Adverse Effect on Target;

            (j) enter into,  modify,  amend or terminate any agreement  with any
union, labor organization or collective bargaining unit; or

            (k)  take or fail to take any  action  with  respect  to any past or
present  employee  of  Target  that,  individually  or in the  aggregate,  could
reasonably be expected to result in a Material Adverse Effect on Target.

      6.8 Contracts. Except with Buyer's prior written consent, Target shall not
assume or enter into any contract,  lease,  license,  obligation,  indebtedness,
commitment, purchase or sale that is material to Target's business except in the
Ordinary Course of Business,  nor will it waive any material right or cancel any
material contract, debt or claim.

      6.9 Capital Assets; Payments of Liabilities. Target shall not, without the
prior  written  approval of Buyer,  (a) acquire or dispose of any capital  asset
having a fair  market  value of $5,000 or more,  or  acquire  or  dispose of any
capital  asset  outside of the  Ordinary  Course of Business,  (b)  discharge or
satisfy any lien or  encumbrance  or pay or perform any  obligation or liability
other than (i) liabilities and obligations reflected on the Target Balance Sheet
or (ii) current  liabilities and obligations  incurred in the usual and Ordinary
Course of Business  since the Target  Balance Sheet Date and, in either case (i)
or (ii) above,  only as required by the express  terms of the agreement or other
instrument  pursuant to which the liability or obligation  was incurred,  or (c)
dispose of any fixed asset.

      6.10 Mortgages, Liens and Guaranties.  Target shall not, without the prior
written  approval  of  Buyer,  enter  into  or  assume  any  mortgage,   pledge,
conditional  sale or  other  title  retention  agreement,  permit  any  security
interest,  lien, encumbrance or claim of any kind to attach to any of its assets
(other than statutory liens arising in the Ordinary Course of Business and other
liens that do not materially detract from the value or interfere with the use of
such assets), whether now owned or hereafter acquired, or guarantee or otherwise
become  contingently  liable for any obligation of another,  except  obligations
arising by reason of endorsement  for collection and other similar  transactions
in the  Ordinary  Course  of  Business,  or make  any  capital  contribution  or
investment in any person.

      6.11 Acquisition  Proposals.  Target and the  Stockholders  agree (a) that
from and after the date of this Agreement, no Stockholder nor Target, nor any of
its officers,  directors and agents shall, and the Stockholders and Target shall
direct  and use their  best  efforts  to cause  Target's  employees,  agents and
representatives not to, initiate, solicit or encourage,  directly or indirectly,
any  inquiries  or the  making  or  implementation  of  any  proposal  or  offer
(including,  without limitation, any proposal or offer to its stockholders) with
respect  to  a  merger,   acquisition,   consolidation  or  similar  transaction
involving,  or any purchase of all or any  significant  portion of the assets or
any equity  securities of, Target (any such proposal or offer being  hereinafter
referred  to as  an  "Acquisition  Proposal")  or  engage  in  any  negotiations
concerning,  or provide  any  confidential  information  or data to, or have any
discussions with, any person relating to an Acquisition  Proposal,  or otherwise
facilitate any effort or attempt to make or implement an  Acquisition  Proposal;
(b) that the  Stockholders  and Target  will  immediately  cease and cause to be
terminated any existing activities, discussions or negotiations with any parties
conducted heretofore with respect to any of the foregoing and each will take the
necessary steps to inform the  individuals or entities  referred to in the first
sentence  hereof  of  the  obligations  undertaken  herein;  and  (c)  that  the
Stockholders  and  Target  will  notify  Buyer  immediately  if any  Acquisition
Proposed is received by, any such  information  is requested  from,  or any such
negotiations or discussions are sought to be initiated or continued with, Target
or the Stockholders.


                                     E-120
<PAGE>
                                                                    Exhibit 10.3


      6.12 Distributions and Repurchases.  No distribution,  payment or dividend
of any kind will be declared or paid by Target on or in  connection  with Target
Capital  Stock,  nor will any  repurchase of Target Capital Stock be approved or
effected,  except as may be necessary to provide funds for the  Stockholders  to
make payments of estimated taxes, consistent with past practices.

      6.13 Tax Files.  Target shall  maintain and make available to Buyer all of
its files, working papers and tax returns of Target for the last five years.

      6.14  Termination  of Employees.  At or prior to the Closing Date,  Target
shall  terminate the employment of any Target  employee  identified by Buyer not
less than three days prior to the Closing Date as an employee not to be retained
by Buyer after the Closing Date. Such  termination  shall comply in all respects
with applicable law, and shall be in accordance with the reasonable instructions
of Buyer as to the method, timing and terms or conditions of such termination.

                                   ARTICLE 7
                               COVENANTS OF BUYER

      Buyer agrees that between the date hereof and the Closing:

      7.1  Consummation of Agreement.  Buyer shall use its best efforts to cause
the  consummation  of the  transactions  contemplated  hereby in accordance with
their terms and  conditions;  provided,  however,  that this covenant  shall not
require Buyer to make any  expenditures  or incur any  liabilities  that are not
expressly set forth in this Agreement or otherwise contemplated herein.

      7.2  Notification of Certain  Matters.  Buyer shall promptly inform Target
and the  Stockholders  in writing  of (a) any notice of, or other  communication
relating  to, a default  or event  that,  with  notice or lapse of time or both,
would  become  a  default,  received  by  Buyer  subsequent  to the date of this
Agreement  and prior to the Closing  Date under any  commitment  or agreement of
Buyer which could  reasonably be expected to result in a Material Adverse Effect
on Buyer;  or (b) the  occurrence  of any other event which could  reasonably be
expected to result in a Material Adverse Effect on Buyer.


                                     E-121
<PAGE>
                                                                    Exhibit 10.3


      7.3  Approvals  of Third  Parties.  Buyer  shall use its best  efforts  to
secure,  as soon as practicable after the date hereof,  all necessary  approvals
and  consents  of  third  parties  to  the   consummation  of  the  transactions
contemplated hereby.

                                   ARTICLE 8
                          CONDITIONS PRECEDENT OF BUYER

      Except as may be waived in  writing  by Buyer,  the  obligations  of Buyer
hereunder are subject to the fulfillment at or prior to the Closing Date of each
of the following conditions:

      8.1 Representations and Warranties.  The representations and warranties of
Target and the Stockholders contained herein shall have been true and correct in
all material  respects when  initially made and shall be true and correct in all
material respects as of the Closing Date.

      8.2  Covenants.  Target  and the  Stockholders  shall have  performed  and
complied in all material respects with all covenants  required by this Agreement
to be performed  and complied  with by Target or the  Stockholders  prior to the
Closing Date.

      8.3  Exercise  of  Minority  Option and  Execution  of Release by Minority
Stockholder.  The  Minority  Option  shall  have  been  exercised  in  a  manner
satisfactory  to Buyer and as required by this  Agreement  and the  Stockholders
shall,  following such exercise,  own all of the Target Capital Stock,  free and
clear of all security interests, liens, adverse claims, encumbrances,  equities,
proxies as required  herein.  The Minority  Stockholder  shall have executed the
Release in a manner satisfactory to Buyer and as required herein.

      8.4 Legal  Opinion.  Counsel  to Target  and the  Stockholders  shall have
delivered to Buyer their  opinions,  dated as of the Closing  Date,  in form and
substance  reasonably  satisfactory to Buyer, to the effect set forth in Exhibit
8.4.

      8.5  Proceedings.   No  action,  proceeding  or  order  by  any  court  or
governmental  body or agency  shall have been  threatened  orally or in writing,
asserted,  instituted or entered to restrain or prohibit the carrying out of the
transactions contemplated hereby.

      8.6  No  Material  Adverse  Change.  No  material  adverse  change  in the
condition  (financial,  employment  related or otherwise),  operations,  assets,
liabilities  or business of Target shall have occurred  since the Target Balance
Sheet Date,  whether or not such change shall have been caused by the deliberate
act or omission of Target or the  Stockholders.  The Minority  Stockholder shall
not have  taken  any  actions  that,  individually  or in the  aggregate,  could
reasonably be expected to result in a Material Adverse Effect on Target.

      8.7 Completion of Due Diligence.  Buyer shall have had the  opportunity to
conduct,  and shall have  completed,  a customary  due  diligence  review of all
books,  records,  properties,  and personnel of Target and any other information
provided  pursuant to Section 6.4, and shall have determined that there exist no
facts or  circumstances  as of the Closing  Date which would have or result in a
Material Adverse Effect on Target.


                                     E-122
<PAGE>
                                                                    Exhibit 10.3


      8.8   Government   Approvals  and  Required   Consents.   Target  and  the
Stockholders shall have obtained all necessary  government and other third party
approvals and consents.

      8.9  Closing  Deliveries.  Buyer shall have  received  all  documents  and
agreements,  duly  executed and  delivered in form  reasonably  satisfactory  to
Buyer, referred to in Section 10.1.

      8.10 Key Relationships.  Any contracts, agreements or other understandings
with those suppliers,  vendors and customers  identified by Buyer in writing not
less than ten days prior to the Closing  Date as  material  to Buyer's  intended
conduct of Target's  business  after the Closing Date shall remain in full force
and effect as of the Closing Date, and Buyer shall be reasonably  satisfied that
prospects  for  the  continued  performance  after  the  Closing  Date  by  such
suppliers,   vendors  and   customers  in  connection   with  their   respective
relationship  with Target  shall not be  materially  disrupted  when viewed as a
whole.

      8.11 Target Options. All outstanding Target Options shall have been either
exercised or otherwise  terminated  or  cancelled  in a manner  satisfactory  to
Buyer, and in the case of Target Options which are so exercised,  the recipients
of  Target  Capital  Stock as a  result  of such  exercises  shall  have  become
signatories to this Agreement.

                                   ARTICLE 9
               CONDITIONS PRECEDENT OF TARGET AND THE STOCKHOLDERS

      Except as may be waived in  writing by Target  and the  Stockholders,  the
obligations of Target and the Stockholders  hereunder are subject to fulfillment
at or  prior  to the  Closing  Date  of each of the  following  conditions:  9.1
Representations  and  Warranties.  The  representations  and warranties of Buyer
contained  herein  shall be true  and  correct  in all  material  respects  when
initially made and shall be true and correct in all material  respects as of the
Closing Date.

      9.2  Covenants.  Buyer shall have  performed  and complied in all material
respects  with all  covenants and  conditions  required by this  Agreement to be
performed and complied with by it prior to the Closing Date.

      9.3  Proceedings.   No  action,  proceeding  or  order  by  any  court  or
governmental  body or agency shall have been  threatened  in writing,  asserted,
instituted  or  entered  to  restrain  or  prohibit  the  carrying  out  of  the
transactions contemplated hereby.

      9.4 Government Approvals and Required Consents.  Buyer shall have obtained
all necessary government and other third party approvals and consents.

      9.5 Closing  Deliveries.  Target  shall have  received all  documents  and
agreements,  duly  executed and  delivered in form  reasonably  satisfactory  to
Target, referred to in Section 10.2.


                                     E-123
<PAGE>
                                                                    Exhibit 10.3


                                   ARTICLE 10
                               CLOSING DELIVERIES

      10.1 Deliveries of Target and the Stockholders. At or prior to the Closing
Date, Target and the Stockholders shall deliver to Buyer, the following,  all of
which shall be in a form satisfactory to Buyer and its counsel:

            (a) a certificate  of the President or any Vice President of Target,
and the Stockholders, dated the Closing Date, as to the truth and correctness in
all material  respects of the  representations  and warranties of Target and the
Stockholders contained herein on and as of the Closing Date;

            (b) a certificate  of the President or any Vice President of Target,
and the  Stockholders,  dated the Closing Date, (i) as to the performance of and
compliance  in all  material  respects by Target and the  Stockholders  with all
covenants  contained  herein on and as of the Closing Date, and (ii)  certifying
that all conditions precedent of Target and the Stockholders to the Closing have
been satisfied;

            (c) Target's minute books,  stock transfer  records,  corporate seal
and other materials related to Target's corporate administration;

            (d) a copy of the Articles of  Incorporation of Target as amended to
date,  certified by the  Pennsylvania  Secretary of State,  and a Certificate of
Good  Standing  of  Target  from the  Pennsylvania  Secretary  of State  and the
Secretary of State of each jurisdiction in which Target is qualified  evidencing
the good standing of Target in such jurisdiction;

            (e) a copy of each of (i) the text of the resolutions adopted by the
board of directors of Target authorizing the execution, delivery and performance
of this  Agreement,  and (ii) the  bylaws of  Target;  along  with  certificates
executed on behalf of Target by its corporate secretary certifying to Buyer that
such  copies are true,  correct  and  complete  copies of such  resolutions  and
bylaws, respectively, and that such resolutions and bylaws were duly adopted and
have not been amended or rescinded; and

            (f)  incumbency  certificates  executed  on  behalf of Target by its
corporate  secretary  certifying  the  signature  and  office  of  each  officer
executing this Agreement;

            (g) an  opinion  of  Robert  Browning,  counsel  to  Target  and the
Stockholders, dated as of the Closing Date, pursuant to Section 8.4;

            (h)  the  Affidavit  of Lost  Share  Certificate  and an  Assignment
Separate  from  Certificate  for the  Minority  Shares  executed by the Minority
Stockholder;

            (i) the Release executed by the Minority Stockholder and each of the
Stockholders;

            (j) all necessary authorizations,  consents,  approvals, permits and
licenses;


                                     E-124
<PAGE>
                                                                    Exhibit 10.3


            (k) the  resignations  of the  directors  and  officers of Target as
requested by Buyer;

            (l) an employment  agreement  with  Paczewski,  in the form attached
hereto as Exhibit 10.1(l) (the "Stockholder Employment Agreement"),  executed by
such employee;

            (m) noncompetition agreements with the Stockholders in substantially
the form attached  hereto as Exhibit 10.1(m) (the  "Noncompetition  Agreements")
executed by such individuals;

            (n)  written  definitive  invoices  from any and all  third  parties
providing any professional  services,  including  legal,  accounting or advisory
services,  for any and all  fees  incurred  by  Target  in  connection  with the
transactions contemplated hereby; and

            (o) such other  instrument or  instruments  of transfer  prepared by
Buyer  as shall be  necessary  or  appropriate,  as Buyer or its  counsel  shall
reasonably  request,  to carry out and  effect  the  purpose  and intent of this
Agreement.

      10.2  Deliveries of Buyer.  At or prior to the Closing  Date,  Buyer shall
deliver to Target and the Stockholders,  the following, all of which shall be in
a form satisfactory to Target and the Stockholders and their counsel;

            (a) certificate of an authorized  representative  of Buyer dated the
Closing Date as to the truth and  correctness  in all  material  respects of the
representations  and  warranties  of  Buyer  contained  herein  on and as of the
Closing Date;

            (b) a certificate of an authorized representative of Buyer dated the
Closing  Date,  (i) as to the  performance  and  compliance  by  Buyer  with all
covenants  contained  herein on and as of the Closing  Date and (ii)  certifying
that all conditions precedent of Buyer to the Closing have been satisfied;

            (c) a copy of the Articles of  Incorporation of Buyer, as amended to
date,  certified by the  Secretary  of  Pennsylvania  Secretary of State,  and a
Certificate of Good Standing of Buyer from the  Pennsylvania  Secretary of State
evidencing the good standing of Buyer;

            (d) a copy of each of (i) the text of the resolutions adopted by the
board of directors of Buyer authorizing the execution,  delivery and performance
of this Agreement and the consummation of all of the  transactions  contemplated
by this  Agreement,  and (ii) the  code of  regulations  of  Buyer;  along  with
certificates  executed on behalf of Buyer by its corporate secretary  certifying
to Target  that  such  copies  are true,  correct  and  complete  copies of such
resolutions and codes of regulations were duly adopted and have not been amended
or rescinded; and

            (e)  incumbency  certificates  executed  on  behalf  of Buyer by its
corporate  secretary  certifying  the  signature  and  office  of  each  officer
executing this Agreement;

            (f) the executed Stockholder Employment Agreement;


                                     E-125
<PAGE>
                                                                    Exhibit 10.3


            (g) the executed Noncompetition Agreements;

            (h) an executed promissory note to each of the Stockholders, each in
the form  attached  hereto  as  Exhibit  10.2(h)  and each in the  amount of Two
Hundred Fifty Thousand  Dollars  ($250,000),  payable in five annual payments of
Fifty   Thousand   Dollars   ($50,000)  on  each   anniversary  of  the  Closing
(collectively the "Promissory Notes");

            (i) the executed security  agreements in the form attached hereto as
Exhibit 10.2(i) ("Security Agreements");

            (j) a guaranty of the Promissory  Notes in the form attached  hereto
as Exhibit 10.2(j)  executed by Buyer's parent company,  FBO Air, Inc., a Nevada
corporation and by Target (each a "Guaranty");

            (k) such other  instrument or instruments  of transfer,  prepared by
Target or the Stockholders as shall be necessary or appropriate,  as Target, the
Stockholders or their counsel shall reasonably  request, to carry out and effect
the purpose and intent of this Agreement.

                                   ARTICLE 11
                              POST CLOSING MATTERS

      11.1 Further  Instruments  of  Transfer.  Following  the  Closing,  at the
request of Buyer and at Buyer's  sole cost and  expense,  the  Stockholders  and
Target shall deliver any further instruments of transfer and take all reasonable
action as may be necessary or appropriate to carry out the purpose and intent of
this Agreement.

      11.2 Employee Matters.

            (a) Subject to the  following  agreements,  after the  Closing  Date
Buyer shall have the right to  continue,  amend or  terminate  any or all of the
Benefit Plans (as defined in Section 3.13) in accordance  with the terms thereof
and subject to any limitation  arising under  applicable  law. Until Buyer shall
take such action,  however,  such Benefit Plans shall  continue in force for the
benefit of present and former employees of Target who have any present or future
entitlement to benefits under any of the Benefit Plans ("Target Employees").

            (b) Buyer  will  honor the  obligations  of Target  with  respect to
vested rights under Benefit  Plans and  agreements of Target  relating to Target
Employees in accordance  with the terms of such vested rights and subject to the
provisions of Section 3.13.

            (c) Buyer will credit all  employees of Target with all service with
Target for purposes of eligibility  to  participate,  eligibility  for benefits,
calculation  of  benefits  and vesting  under any of Buyer's  existing or future
employee benefit plans, programs or arrangements under which the right to or the
amount of benefits is based on service of such employees.

            (d) This  Section  11.2 is an agreement  solely  between  Target and
Buyer. Nothing in this Section 11.2 whether express or implied, confers upon any
employee  of Target  or Buyer or any  other  person,  any  rights  or  remedies,
including,  but not limited to: (i) any right to employment or recall,  (ii) any
right to continued  employment for any specified  period,  or (iii) any right to
claim any particular compensation, benefit or aggregate of benefits, of any kind
or nature whatsoever, as a result of this Section 11.2.


                                     E-126
<PAGE>
                                                                    Exhibit 10.3


      11.3  Professional  Fees and  Expenses  of Target.  Immediately  after the
Closing,  Buyer shall pay all  invoices  provided by Target  pursuant to Section
10.1(n).  The aggregate amount indicated on such invoices shall be the amount by
which the Purchase  Price shall be reduced in  accordance  with Section 2.1. Any
fees not indicated on such invoices shall remain the sole  responsibility of the
Stockholders,  and to the extent incurred by Buyer  notwithstanding this Section
11.3, Buyer may seek reimbursement thereof from the Stockholders.

                                   ARTICLE 12
                                 INDEMNIFICATION

      12.1  Indemnification  Obligation of the Stockholders.  In the event Buyer
incurs  any  expenses,  losses,  damages,  liabilities,  deficiencies  or  costs
resulting from any  misrepresentation or breach by Target or the Stockholders of
any  representation,  warranty or covenant made by Target or the Stockholders in
this Agreement,  the Stockholders shall jointly and severally indemnify and hold
Buyer harmless  against such expenses,  losses,  damages,  deficiencies,  and/or
costs.  Stockholders shall have exclusive control over the settlement or defense
of such claims or actions,  except that Buyer may appear in the action, at their
own expense,  if such parties  reasonably  determine that an actual  conflict of
interest would exist by Stockholders representation of Buyer and Stockholders in
such action.  In the event  Stockholders  fail to promptly  indemnify and defend
such claims and/or pay Buyer's expenses, as provided above, Buyer shall have the
right to  defend  itself,  and in that  case,  Stockholders  shall  jointly  and
severally  reimburse Buyer for all of its costs and damages incurred in settling
or  defending  such  claims  within  thirty  (30) days of each of such  parties'
written  requests.  Buyer  shall have the right to set-off  all  obligations  of
Stockholders  incurred  pursuant to this  Section 12.1 against any debt or other
monetary obligation owed to Stockholders, including, but not limited to, amounts
owed under the Promissory Notes.

      12.2 Remedies Not Exclusive. The remedies provided in this Agreement shall
not be exclusive of any other rights or remedies  available to one party against
the other, either at law or in equity.

                                   ARTICLE 13
                                   TERMINATION

      13.1 Termination. This Agreement may be terminated:

            (a) at any time prior to the Closing Date by mutual agreement of all
parties;

            (b)  at  any  time  prior  to  the  Closing  Date  by  Buyer  if any
representation  or  warranty  of Target or the  Stockholders  contained  in this
Agreement or in any  certificate  or other  document  executed and  delivered by
Target or the  Stockholder  pursuant to this  Agreement is or becomes  untrue or
breached in any material respect or if Target or the Stockholders fail to comply
in any material respect with any covenant or agreement contained herein, and any
such  misrepresentation,  noncompliance  or  breach  is  not  cured,  waived  or
eliminated within 20 days after receipt of written notice thereof;


                                     E-127
<PAGE>
                                                                    Exhibit 10.3


            (c) at  any  time  prior  to  the  Closing  Date  by  Target  if any
representation  or  warranty  of Buyer  contained  in this  Agreement  or in any
certificate or other  document  executed and delivered by Buyer pursuant to this
Agreement  is or becomes  untrue in any  material  respect or if Buyer  fails to
comply in any material respect with any covenant or agreement  contained herein,
and any such misrepresentation,  noncompliance or breach is not cured, waived or
eliminated within 20 days after receipt of written notice thereof;

            (d) by Buyer or Target if the Closing has not  occurred by March 31,
2005 unless such date is extended in writing by the parties hereto.

      13.2 Effect of  Termination.  In the event this  Agreement  is  terminated
pursuant to Sections  13.1(b) or 13.1(c),  any party not then in material breach
of this Agreement shall be entitled to pursue,  exercise and enforce any and all
remedies,  rights,  powers and privileges  available at law or in equity. In the
event of a  termination  of this  Agreement  under  Sections  13.1(a) or 13.1(d)
above,  the parties  hereto shall stand fully released and discharged of any and
all  obligations  under  this  Agreement.  In  addition,  in the event that this
Agreement is terminated  pursuant to Sections 13.1(a),  13.1(b) or 13.1(d),  the
Stockholders  shall pay to Buyer the amount of Ten  Thousand  Dollars  ($10,000)
previously  paid by  Buyer  under  the  Agreement  for  Sale of  Capital  Stock.
Notwithstanding any provision in this Agreement to the contrary, the obligations
of the parties under Articles  ARTICLE 12 and ARTICLE 13 and Section 15.16 shall
survive termination of this Agreement for any reason.

                                   ARTICLE 14
                    NONDISCLOSURE OF CONFIDENTIAL INFORMATION

      14.1  Nondisclosure.  The  Stockholders,  Target and Buyer  recognize  and
acknowledge  that they had in the past,  currently  have,  and in the future may
possibly have, access to certain Confidential Information (in such capacity, the
"Receiving  Party")  of one  or  more  other  parties  (in  such  capacity,  the
"Disclosing  Party")  that  is  valuable,  special  and  unique  assets  of  the
Disclosing  Party or its  businesses.  Each Receiving  Party agrees that it will
keep  all   Confidential   Information  it  receives  from  a  Disclosing  Party
confidential  and will not  permit  any of its  directors,  officers  employees,
agents and representatives, including without limitation attorneys, accountants,
consultants  and financial  advisors  (collectively,  "Advisors") to, without in
each case the prior  written  consent  of the  Disclosing  Party,  disclose  the
Confidential  Information in any manner  whatsoever,  in whole or in part.  Each
Receiving  party  further  agrees  that all  Confidential  Information  which it
receives from any  Disclosing  Party will not be used by the Receiving  Party or
its Advisors  directly or indirectly  for any purpose other than  evaluating the
transactions   contemplated  by  this  Agreement  and  agrees  to  transmit  the
Confidential   Information   only  to  those  Advisors  who  need  to  know  the
Confidential  Information for the purpose of evaluating such  transactions,  who
are  informed  by  the  Receiving  Party  of  the  confidential  nature  of  the
Confidential  Information  and who are provided  with a copy of, and agree to be
bound by, the  provisions  of this  ARTICLE  14. The  Receiving  Party  shall be
responsible  for any breach of the  provisions  of this ARTICLE 14 by any of its
Advisors,  and will  indemnify  and hold harmless the  Disclosing  Party for any
losses, damages, charges, fees or expenses, including reasonable attorney's fees
arising out of or resulting from such breach.


                                     E-128
<PAGE>
                                                                    Exhibit 10.3


      This  provision   shall  survive   closing  and  following   closing  each
Stockholder  shall be  considered a Receiving  Party with respect to both Target
and Buyer Confidential Information.

      14.2 Control of Confidential Information.  Each Receiving Party shall keep
a record of each  location of any  written  Confidential  Information.  Upon any
termination of this  Agreement,  all written  Confidential  Information  and any
copies thereof will be returned by the Receiving  Party to the Disclosing  Party
or,  at the  option  of  the  Disclosing  Party,  destroyed  immediately  at the
Disclosing Party's request.

      14.3  Limitations.  The provisions of this ARTICLE 14 shall be inoperative
as to such  portions  of the  Confidential  Information  which (i) are or become
generally  available to the public other than as a result of a disclosure by the
Receiving Party or any of its Advisors;  (ii) become  available to the Receiving
Party on a nonconfidential  basis from a source (other than the Disclosing Party
or one of its Advisors)  which has  represented to the Receiving Party that such
source is entitled to disclose it; or (iii) were known to the Receiving Party on
a  nonconfidential  basis prior to its disclosure to the Receiving  Party by the
Disclosing Party or one of its Advisors;  or (iv) is independently  developed by
the Receiving  Party without  misappropriating  Confidential  Information of the
Disclosing Party.

      14.4 Legal  Obligations.  In the event that a Receiving Party or anyone to
whom a Receiving  Party transmits the  Confidential  Information is requested or
becomes  legally  compelled (by oral  questions,  interrogatories,  requests for
information or documents,  subpoena,  criminal or civil investigative  demand or
similar  process)  to  disclose  any of the  Confidential  Information,  or if a
Receiving  Party  determines  in its good  faith  judgment  that  disclosure  of
Confidential  Information is required by federal securities laws or the rules of
the National Association of Securities Dealers, the Receiving Party will provide
the Disclosing Party with prompt written notice so that the Disclosing Party may
seek a protective order or other appropriate remedy and/or waive compliance with
the  provisions of this ARTICLE 14, and the Receiving  Party will cooperate with
the Disclosing  Party in any effort the Disclosing  Party undertakes to obtain a
protective  order or other remedy.  In the event that such a protective order or
other remedy is not obtained,  or that the  Disclosing  Party waives  compliance
with the  provisions of this ARTICLE 14, the  Receiving  Party will furnish only
that portion of the Confidential  Information which is legally required and will
exercise  its best  efforts  to  obtain  reliable  assurance  that  confidential
treatment will be accorded the Confidential Information.

      14.5 Remedies.  Each Receiving Party agrees that a Disclosing  Party shall
be  entitled  to  equitable  relief,  including  temporary  restraining  orders,
injunctions  and  specific  performance,  in  the  event  of any  breach  of the
provisions  of this  ARTICLE  14.  Such  remedies  shall not be deemed to be the
exclusive remedies for a breach of this ARTICLE 14 by a Receiving

                                   ARTICLE 15
                                  MISCELLANEOUS

      15.1 Entire Agreement; Governing Law.

            (a) The  provisions of this Agreement  contain the entire  agreement
between the parties  relating to the subject matter  hereof.  This Agreement may
not be released, discharged, abandoned, changed or modified in any manner except
by an instrument in writing signed by the parties. This Agreement supercedes the
Agreement for Sale of Capital Stock in its entirety.


                                     E-129
<PAGE>
                                                                    Exhibit 10.3


            (b) This  Agreement  will be governed by and  interpreted  under the
laws of the  Commonwealth  of  Pennsylvania,  without  regard  to  choice of law
principles.

            (c) All parties  irrevocably submit to the jurisdiction of the state
and federal courts  located in Luzerne  County,  Pennsylvania  for any action or
proceeding  regarding this Agreement,  and all parties waive any right to object
to the jurisdiction or venue of the courts in Luzerne County, Pennsylvania.

      15.2  Binding  Nature.  This  Agreement  shall be  binding  on the  heirs,
successors, subsidiaries and permitted assigns of the parties hereto.

      15.3 Assignment. Neither this Agreement nor any right created hereby or in
any agreement  entered into in  connection  with the  transactions  contemplated
hereby  shall be  assignable  by any party  hereto,  except by Buyer to a wholly
owned  subsidiary of Buyer;  provided that any such assignment shall not relieve
Buyer of its obligations hereunder.

      15.4  Parties  In  Interest;  No  Third  Party  Beneficiaries.  Except  as
otherwise  provided  herein,  the terms and conditions of this  Agreement  shall
inure  to the  benefit  of and be  binding  upon  the  respective  heirs,  legal
representatives,  successors  and assigns of the parties  hereto.  Neither  this
Agreement nor any other agreement  contemplated hereby shall be deemed to confer
upon any person not a party  hereto or thereto any rights or remedies  hereunder
or thereunder.

      15.5  Survival  of   Representations,   Warranties  and   Covenants.   The
representations,  warranties  and covenants  contained  herein shall survive the
Closing Date and all statements  contained in any certificate,  exhibit or other
instrument  delivered  by or on  behalf of  Target,  the  Stockholders  or Buyer
pursuant  to this  Agreement  shall be deemed to have been  representations  and
warranties  by  Target,  the  Stockholders,   or  Buyer,  as  applicable,   and,
notwithstanding   any  provision  in  this   Agreement  to  the  contrary,   the
representations and warranties  contained herein shall survive closing and shall
not be limited by a term of years.

      15.6 Gender and Number. When the context requires, the gender of all words
used herein shall include the  masculine,  feminine and neuter and the number of
all words shall include the singular and plural.

      15.7  Notices and Reports.  All notices and reports  required or permitted
pursuant  to this  Agreement  shall be in writing and  delivered  by (i) Federal
Express or United Parcel Service ("Express Carrier"),  each postage pre-paid and
sent via overnight delivery (or if overnight delivery is not available, then the
soonest  delivery  offered  by such  carrier);  or (ii)  confirmed  fax  message
followed  by  delivery  by  Express  Carrier of a copy of the  notice.  All such
notices shall be addressed to Buyer or  Stockholders  at their addresses and fax
numbers as listed  herein or to such other address as either party may from time
to time advise in writing in accordance with this section.


                                     E-130
<PAGE>
                                                                    Exhibit 10.3


If to Target or Stockholders:               With a copy to:

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

If to Buyer:                                With a copy to:

Ronald J. Ricciardi, President              Eli Mansour, Esq.
F B O Air - Wilkes-Barre, Inc.              Luce Forward Hamilton & Scripps, LLP
9087 East Charter Oak                       11988 El Camino Real, #200
Scottsdale, Arizona 85260                   San Diego, California 92130

      All notices required or permitted under this Agreement which are addressed
as provided in this section, if delivered by facsimile,  shall be effective upon
transmission  provided a confirmation  copy is sent by Express  Carrier and upon
confirmed delivery if sent by Express Carrier.  All notices and reports shall be
written in English.

      15.8 Waiver.  The waiver by either party or the failure by either party to
claim a  breach  or  default  of any  provision  of  this  Agreement  shall  not
constitute a waiver of any subsequent breach or default. Nor shall any waiver of
any single  breach or default be deemed a waiver of any other  breach or default
theretofore or thereafter occurring.

      15.9 Unenforceable  Provision. If any provision of this Agreement violates
or is  unenforceable  under  any  applicable  law of any  jurisdiction  in which
activities hereunder are performed,  that provision shall be deemed void and the
remaining provisions shall remain in full force and effect. In lieu of such void
provision,  there shall  automatically  be added a substitute valid provision as
near to the intent and purpose of the void provision as is possible.

      15.10 Counterparts. This Agreement may be executed in several counterparts
that together shall be originals and constitute one and the same instrument.

      15.11 Interpretation. The language in this Agreement shall in all cases be
construed as a whole and in  accordance  with its fair meaning.  This  Agreement
shall not be  construed  for or against  either party as a result of the initial
preparation or drafting by a party of any provision hereof.

      15.12  Headings;  Exhibits.  The headings of the sections are inserted for
convenience  of  reference  only and are not  intended  to affect the meaning or
interpretation  of this  Agreement.  All Exhibits to this  Agreement  are hereby
incorporated  herein. All capitalized defined terms used in the Exhibits but not
defined in the Exhibits shall have the meanings defined in this Agreement.

      15.13  Construction.  In  the  interpretation  and  construction  of  this
Agreement,  the parties  acknowledge  that the terms  hereof  reflect  extensive
negotiations  between the parties and that this  Agreement  shall not be deemed,
for the purpose of construction  and  interpretation,  that either party drafted
this Agreement.

      15.14  Representation.   Stockholders  warrants  and  represents  that  in
executing this  Agreement,  they have been advised by Buyer to, and have had the
opportunity  to, rely upon legal advice from the attorney of their choice,  that
the terms of this Agreement and its  consequences  have been  completely read by
Stockholders,   and  that  Stockholders  fully  understand  the  terms  of  this
Agreement.


                                     E-131
<PAGE>
                                                                    Exhibit 10.3


      15.15 Further  Assurances.  All parties  agree to execute such  additional
documents and perform such acts as are  reasonably  necessary to effectuate  the
intent of this Agreement.

      15.16  Costs,  Expenses  and Legal Fees.  Whether or not the  transactions
contemplated hereby are consummated,  each party hereto shall bear its own costs
and  expenses  (including  attorneys'  fees)  incurred  in  connection  with the
transactions contemplated herein.


                                     E-132
<PAGE>
                                                                    Exhibit 10.3


IN WITNESS WHEREOF,  the parties hereto have executed this Agreement the day and
year first above written.

Tech Aviation Service, Inc.                 FBO Air - Wilkes-Barre, Inc.

By:                                         By:
   ------------------------------              -----------------------------

Name:                                       Name:  Ron Ricciardi
     ----------------------------                ---------------------------

Title:                                      Title: President
      ---------------------------                  -------------------------

---------------------------------           --------------------------------
Ronald D. Ertley                            Frank E. Paczewski


                                     E-133