Exhibit 10.41

                                     SECOND

                              AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                             DUNE JET SERVICES, L.P.



                            Dated as of July 9, 1997


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                                     SECOND
                              AMENDED AND RESTATED
                                  AGREEMENT OF
                               LIMITED PARTNERSHIP
                                       OF
                             DUNE JET SERVICES, L.P.


         THIS SECOND  AMENDED AND RESTATED  AGREEMENT OF LIMITED  PARTNERSHIP of
DUNE JET SERVICES,  L.P. (this "Agreement") is entered into on October 31, 1997,
as of July 9, 1997, by and among DUNE JET SERVICES, INC. (the "General Partner")
and the other entities set forth on Schedule A attached  hereto and made part of
this  Agreement  (each a "Limited  Partner"  and  collectively  with the General
Partner, the "Partners").

                                    RECITALS:

         The   parties   hereto   have   formed  a  limited   partnership   (the
"Partnership")  pursuant to an Agreement of Limited  Partnership  (the "Original
Agreement") dated as of July 9, 1997 (the "Formation Date") and an amendment and
restatement  of  the  Original  Agreement  (the  "First  Amendment")  as of  the
Formation  Date.  The parties now desire again to amend and restate the Original
Agreement as of the Formation Date as provided herein (the  "Agreement"),  among
other things to reflect the  withdrawal of one of the Limited  Partners upon the
redemption  of its  interest  by the  Partnership,  and the  making  of  capital
contributions  by the General Partner as a Limited  Partner,  in each case as of
the Formation Date.

         In  consideration  of the  foregoing  and of the mutual  covenants  and
agreements hereinafter set forth, and of other good and valuable  consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

                                    ARTICLE I

                      FORMATION, NAME AND PRINCIPAL OFFICE

         Section  1.1  Formation.  The  parties  hereto  formed the  Partnership
pursuant to the Revised  Uniform  Limited  Partnership Act (the "Act") and other
relevant laws of the State of Delaware,  and desire to continue the  Partnership
as provided in this Agreement.

         Section 1.2 Name and Principal Office.  The business of the Partnership
shall be conducted  under the name "Dune Jet Services,  L.P." or such other name
as selected by the General  Partner.  The  principal  office of the  Partnership
shall be located at 1013 Center Road,  Wilmington,  Delaware  19805,  or at such
other place as the General Partner may designate.

         Section  1.3  Registered  Office  in the State of  Delaware;  Agent for
Service.  The  address of the  Partnership's  registered  office in the State of
Delaware is c/o The Corporation Service Company,  Corporation Trust Center, 1013
Center Road, Wilmington,  County of New Castle,  Delaware 19805. The name of the
Partnership's  registered  agent for service of process in the State of Delaware

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at such address is The Corporation Service Company or such other agent as may be
designated from time to time by the General Partner.


                                   ARTICLE II

                               PURPOSES AND POWERS

         Section 2.1 Purpose.  The purpose for which the  Partnership  is formed
shall be to engage in any lawful act or activity in which a limited  partnership
is  entitled  to  engage  under  the Act,  including,  without  limitation,  the
ownership,  directly  or  through  one or more  grantor  trusts,  of one or more
corporate  jet  aircraft  ("Aircraft")  and the  operation  of a  corporate  jet
aircraft charter business.

         Section 2.2 Powers.  The  Partnership  shall be empowered to do any and
all acts and things necessary, appropriate,  incidental to or convenient for the
furtherance and  accomplishment of the purposes set forth in Section 2.1 hereof,
including,  without  limitation,  directly  in the  name of the  Partnership  or
through any one or more grantor trusts:

                  (a) to utilize its capital  and assets to  purchase,  hold and
dispose of property used in connection with, or incidental to its business;

                  (b) to  acquire,  obtain  rights with  respect to,  construct,
operate,  maintain,  finance,  improve, own, sell, convey,  assign,  mortgage or
lease any Aircraft and any other  personal  property  necessary,  convenient  or
incidental to the accomplishment of the purposes of the Partnership;

                  (c) to borrow money from, and issue  evidences of indebtedness
in furtherance of the Partnership  business and to secure the same by mortgages,
pledges or other liens on any assets of the  Partnership  or prepay,  refinance,
increase,  modify or extend  any  thereof;  provided,  that  such  evidences  of
indebtedness and documents securing the same;

                  (d) to enter  into,  perform  and carry out  contracts  of any
kind,  including,  without limitation,  contracts with affiliates of the General
Partner  necessary or  incidental to the  accomplishment  of the purposes of the
Partnership;

                  (e) to  bring  and  defend  actions  at law  or in  equity  or
compromise  or submit to  arbitration  any and all claims in favor of or against
the Partnership;

                  (f) to enter into  management  and other  agreements as may be
required to operate the business of the Partnership;

                  (g) subject to the express  provisions of this  Agreement,  to
make or revoke any election which the Partnership may make under the Code or any
State or local income tax law;

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                  (h)  to  maintain  at the  expense  of  the  Partnership  such
insurance  coverage as shall be necessary or  appropriate to the business of the
Partnership,  including,  without  limitation,  general partner  indemnification
insurance,  in such amounts and of such types as shall be determined in the sole
discretion of the General Partner;

                  (i)  to  make  prudent   interim   investments  in  government
obligations,  insured  obligations,  bank time deposits,  commercial  paper, tax
exempt  investments,  money market  funds,  certificates  of deposit and bankers
acceptances;

                  (j) to deposit the funds of the Partnership in the Partnership
name in any bank or trust  company and to entrust to such bank or trust  company
any of the securities, monies, documents and papers belonging or relating to the
Partnership; and

                  (k) to engage in any kind of lawful activity,  and enter into,
perform and carry out  contracts  of any kind and execute  such  agreements  and
documents as shall be necessary or advisable,  in the  discretion of the General
Partner,   in  connection  with  the  accomplishment  of  the  purposes  of  the
Partnership.

                                   ARTICLE III

                                      TERM

         The term of the  Partnership  shall commence on the Effective Date, and
shall continue until July 8, 2017,  unless the Partnership is terminated  sooner
pursuant to Article XI hereof.

                                   ARTICLE IV

                              CAPITAL CONTRIBUTIONS

         Section 4.1 Initial  Capital  Contributions.  As of the Formation Date,
each Partner made the initial capital  contribution,  if any, set forth opposite
its name on Schedule A as its "Initial Contribution" and Medical Resources,  Inc
(the "Withdrawing Partner") made an initial capital contribution of $1,000. Upon
execution and delivery of the First Amendment,  National RV Holdings,  Inc. (the
"Continuing  Original Limited Partner") made the additional capital contribution
set forth opposite its name as its "Additional Contribution" and the Withdrawing
Partner made an  additional  capital  contribution  of  $3,249,000.  On the date
hereof,  the Partnership  redeemed all capital  contributions of the Withdrawing
Partner and the General Partner shall make the additional  capital  contribution
as a Limited  Partner set forth  opposite  its name as a Limited  Partner as its
"Additional Contribution".

         Section 4.2 Additional Capital Contributions.

                  (a) The General Partner shall  determine  whether any Partner,
now existing  and/or  newly  admitted,  shall be  permitted  to make  additional

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capital  contributions to the Partnership.  In the event that there is a deficit
in the  operating  cash  flow  of  the  Partnership,  each  Partner  shall  make
additional  capital  contributions  to the  Partnership  from  time to time,  as
required to fund the operating  expenses of the Partnership as determined in the
reasonable    discretion   of   the   General   Partner   ("Additional   Capital
Contributions");  such Additional Capital Contributions shall be made in amounts
pro  rata  among  the  Partners  in  accordance  with the  percentages  (of each
additional  capital  contribution so determined by the General  Partner) for the
Partners  respectively  set  forth in  Schedule  A  opposite  the  names of such
Partners as their "Contribution  Percentages".  Additional Capital Contributions
under this Section  4.2(a)  shall be made by each  Partner  within ten (10) days
after delivery of a written notice executed by the General Partner, which notice
shall include the total amount of Additional Capital  Contributions  required by
the Partnership.

                  (b) Capital  contributions to the Partnership shall be made in
cash or, with the consent of the General  Partner in its reasonable  discretion,
in property of any kind or  character.  If  contributions  to the capital of the
Partnership  are made in property other than cash, they shall be valued at their
fair market value on the date of contribution.  The initial capital contribution
of  the  General  Partner  was  the  Cessna   Aircraft,   Serial  No.  650-0025,
Registration Number NI6FE, which the parties agree shall be valued at the amount
set forth on Schedule A as the "Initial Contribution" of the General Partner.

                  (c) If a Partner  fails to  contribute  its full  share of any
Additional Capital Contribution called for pursuant to Section 4.2(a) by the due
date  specified in Section  4.2(a) (such  non-contributing  Partner being herein
called  a   "Non-Contributing   Partner"  and  the  amount  of  cash  which  the
Non-Contributing Partner failed timely to contribute being herein referred to as
its "Deficit  Amount"),  the General Partner shall give a notice of such failure
to each of the other Partners who has timely  contributed  its own full share of
such cash (the  Partners  who have timely  contributed  their full share of such
cash being collectively referred to herein as the "Contributing Partners").  For
a period of fifteen (15) days following the giving of such notice by the General
Partner, each Contributing Partner shall have the right (but not the obligation)
to  contribute  directly  to the  Partnership  all or any portion of the Deficit
Amount of the Non-Contributing Partner, provided, however, that if more than one
of the  Contributing  Partners  contributes  all or any  portion of the  Deficit
Amount of a Non-Contributing Partner and the aggregate amount contributed by the
Contributing  Partners  exceeds such Deficit Amount,  unless otherwise agreed in
writing  by all of such  contributing  Partners,  the  maximum  portion  of such
Deficit  Amount  which each such  contributing  Partner  shall have the right to
contribute  shall be that  portion of such  Deficit  Amount which bears the same
ratio  to the  total  of such  Deficit  Amount  as the  respective  Contribution
Percentage of each such contributing Partner bears to the aggregate Contribution
Percentages of all such  Contributing  Partners,  and the General Partners shall
return any such excess.

                  (d) If a Contributing  Partner  contributes all or any portion
of the  Non-Contributing  Partner's  Deficit  Amount,  then all of the following
shall occur effective as of the date of such  contribution  by the  Contributing
Partner:

                           (i) The amount of such  contribution  shall be deemed
         to  be  an  Additional   Capital   Contribution   contributed   by  the
         Contributing  Partner who made such  contribution and such amount shall
         be credited to the Capital Account of the Contributing Partner;

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                           (ii)  The  Capital  Account  of the  Non-Contributing
         Partner (as the same may have previously been adjusted pursuant to this
         Section  4.2(d)(ii))  shall be  permanently  decreased  , but not below
         zero,  subject to possible future  adjustment  pursuant to this Section
         4.2(d)(ii),  and the Capital  Account of the  Contributing  Partner who
         made such  contribution  (as the same may have previously been adjusted
         pursuant to this Section  4.2(d)(ii))  shall be permanently  increased,
         subject  to  possible  future  adjustment   pursuant  to  this  Section
         4.2(d)(ii), by an amount equal to the product of (x) the amount of such
         contribution made by the Contributing Partner multiplied by (y) 2; and

                           (iii)  The   Profit  and  Loss   Percentage   of  the
         Non-Contributing Partner (as the same may have previously been adjusted
         pursuant to this Section  4.2(d)(iii))  shall be permanently  decreased
         (but not below zero) subject to possible future adjustment  pursuant to
         this Section 4.2  (d)(iii),  and the Profit and Loss  Percentage of the
         Contributing  Partner who made such  contribution (as the same may have
         previously  been  adjusted  pursuant  to Section  4.2(d)(ii))  shall be
         permanently increased subject to possible future adjustment pursuant to
         this Section  4.2(d)(ii),  by the number of percentage  points equal to
         the  lesser  of (A) the  percentage  (rounded  to ten  decimal  places)
         obtained  by   dividing   (x)  the  sum  of  such   Partner's   Initial
         Contributions,   Additional   Contributions   and  Additional   Capital
         Contributions,  taking  into  account  those  deemed  made  pursuant to
         Section  4.2(d)(ii),  by (y) the  aggregate  of Initial  Contributions,
         Additional  Contributions and Additional  Capital  Contributions of all
         the   Partners;   or  (B)  the  Profit  and  Loss   Percentage  of  the
         Non-Contributing  Partner  immediately prior to the adjustment pursuant
         to this Section 4.2(d).

         4.3  Reasonably  promptly  following  a  request  by any  Partner,  the
Partners shall execute an amendment to this Agreement evidencing any adjustments
in the Partners'  Capital Accounts and Profit and Loss  Percentages  pursuant to
Section 4.2(d),  but such adjustments  shall be effective whether or not such an
amendment is executed.

         4.4 Each Limited  Partner  hereby  consents to admission of  additional
Partners  and any  amendment  of this  Agreement  to reflect  the  admission  of
additional   Partners  or   withdrawal  of  Partners  and   additional   capital
contributions and withdrawals from the Capital Account of any Partner, provided,
however,  that no amendment to this Agreement  shall be necessary to reflect the
admission or  withdrawal  of Limited  Partners or additions or reductions to the
Capital Account of any Partner.

                                    ARTICLE V

                                CAPITAL ACCOUNTS

         Section 5.1 Capital  Accounts.  A separate  capital  account  ("Capital
Account")  shall be  maintained  for each Partner.  The Capital  Account of each
Partner  shall be (a)  credited  with (i) the amount of cash and the fair market

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value of any  property  (such value to be  determined  by the  General  Partner)
contributed  by such  Partner to the  capital  of the  Partnership  pursuant  to
Sections  4.1 and 4.2 hereof  and (ii) the share of  profits of the  Partnership
allocated to such Partner  pursuant to Sections 6.1 and 6.2 hereof,  (b) debited
with  (i) the  amount  of  cash  and  the  fair  market  value  of any  property
distributed to such Partner  pursuant to Section 7.1 hereof,  and (ii) the share
of losses of the Partnership allocated to such Partner as determined pursuant to
Sections  6.1 and 6.3 hereof,  (c)  adjusted as provided in Section 4.2, and (d)
otherwise  maintained in accordance with Section 704(b) of the Internal  Revenue
Code of 1986,  as amended  (the  "Code"),  and the Treasury  Regulations  issued
thereunder.

         Any  references in this  Agreement to the Capital  Account of a Partner
shall be deemed to refer to such Capital  Account as the same may be credited or
debited from time to time as set forth in this Section 5.1.

         Section 5.2 Negative Capital Accounts. Except as required by law, no
Partner shall be required to pay to the  Partnership or to any other Partner any
deficit or negative  balance which may exist from time to time in such Partner's
Capital Account.

         Section  5.3 Return of  Capital;  No  Interest  on  Capital.  Except as
expressly set forth in this Agreement, no Partner shall have the right to demand
or receive the return of all or part of its Capital Account or any contributions
to the capital of the  Partnership.  No Partner shall be entitled to receive any
interest  on any  contributions  to the  capital  of the  Partnership  or on its
Capital Account. Notwithstanding the foregoing, the parties acknowledge that the
Withdrawing Partner has received the amount of $17,536.46, representing interest
on the amount of its capital  contributions from the dates made through the date
of its withdrawal.

                                   ARTICLE VI

                        ALLOCATIONS OF PROFITS AND LOSSES

         Section 6.1 Allocations of Profits and Losses.  Partnership net profits
and losses, other than gains from Substantial Capital  Transactions,  as defined
in Section 6.2 of this Agreement,  and losses from Depreciation of Aircraft,  as
defined in Section 6.3 of this  Agreement,  shall be allocated  for each taxable
year pro rata among the Partners in accordance with their respective  Profit and
Loss  Percentages.  Each Partner's Profit and Loss Percentage shall initially be
the Contribution Percentage set forth on Schedule A hereto and shall be adjusted
pursuant to Section 4.2(d).

         Section 6.2 Allocations of Gain from Substantial Capital  Transactions.
Net gain derived in  connection  with the sale,  transfer,  assignment  or other
disposition of all or substantially  all the business assets of the Partnership,
or any other event  which  results in the  dissolution  and  termination  of the
Partnership  (any such  sale,  transfer,  assignment,  disposition  or event,  a
"Substantial  Capital  Transaction") shall be allocated (after all net income or
net loss from  operations and  distributions  made or to be made for the current
period have been taken into  account) as follows and in the  following  order of
priority:

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                           (i) first, to the General Partner to the extent such
gain (whether or not  characterized  as ordinary  income for federal  income tax
purposes)  is derived  from  recapture of  Depreciation  of Aircraft  previously
allocated pursuant to Section 6.3 hereof;

                           (ii)  second,  to the Partners  with deficit  Capital
Account balances, in proportion to such deficits,
until such deficits are reduced to zero; and

                           (iii) the  balance,  pro rata among the  Partners  in
accordance with their respective Profit and Loss
Percentages.

         Section 6.3 Losses of the Partnership  from deductions for depreciation
and   amortization   for  federal  income  tax  purposes  with  respect  to  the
Partnership's  Aircraft  ("Depreciation  of Aircraft") shall be allocated to the
General Partner.

         Section 6.4 Except as  provided  in Section 6.5 below,  the net profits
and net  losses  of the  Partnership,  as  determined  for  federal  income  tax
purposes,  shall be  allocated  in the same  manner as  profits  and  losses are
allocated under Section 6.1, 6.2 and 6.3.

         Section 6.5  Partnership  income,  gain,  loss and  deduction  shall be
allocated  among the Partners in accordance  with the principles of Code Section
704(c), the Treasury  Regulations  thereunder and Treasury  Regulations  Section
1.704-1(b)(4)(i)  to account for any  variation  between  adjusted tax basis and
book value of Partnership property.


                                   ARTICLE VII

                                  DISTRIBUTIONS

         Section 7.1  Distributions.  Until the dissolution of the  Partnership,
all  distributions  shall be made to the Partners,  pro rata, in accordance with
the respective  Profit and Loss  Percentages.  From and after the dissolution of
the Partnership, distributions shall be made to the Partners:
                           (i) first,  pro rata in accordance with the ratios of
their respective positive capital account balance
until such balances shall be reduced to zero; and

                           (ii) thereafter,  in accordance with their respective
Profit and Loss Percentages.

         All other matters  regarding  distributions,  whether prior to or after
dissolution,  including,  without limitation,  when distributions shall be made,
whether they shall be made in cash and/or property, and the fair market value of
any property distributed in kind shall be determined by the General Partner.

                 Section  7.2  Withholding.   The  Partnership  may  withhold
from any distribution the amount required by applicable Federal,  State or local

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income tax law with respect to such distribution (or deemed distribution related
thereto),  the  amount so  withheld  being  treated  as a  distribution  for all
purposes of this Agreement. The General Partner may make any elections permitted
under  applicable  law as to  withholding  of tax  and may  require  appropriate
documentation  where a Limited  Partner claims that  withholding is not required
with  respect to  distributions  to which he is  entitled.  Notwithstanding  the
foregoing,  the  Partnership  or  the  General  Partner  shall  be  entitled  to
reimbursement, whether from the distributee or from distributions to which he is
otherwise  entitled,  for any taxes the  Partnership  or the General  Partner is
required  to pay with  respect to a Limited  Partner  and not covered by amounts
withheld with respect to such Partner.



                                  ARTICLE VIII
                                 FISCAL MATTERS

         Section 8.1 Fiscal Year. The taxable and fiscal year of the Partnership
for  financial  and federal,  state and local  income tax purposes  shall be the
period  beginning  January 1 and  ending  December  31 of each  year or  portion
thereof  during  which the  Partnership  is in  existence,  except as  otherwise
provided in the discretion of the General Partner.

         Section 8.2 Books and Records.  The Partnership shall keep complete and
accurate books of accounts  reflecting all of the  Partnership's  activities and
transactions.  All accounting decisions,  including the selection of accountants
for the  Partnership,  and tax  elections  shall be  determined  by the  General
Partner The General  Partner is hereby  designated  the Tax Matters  Partner for
Federal  income  tax  purposes  pursuant  to  Section  6231 of the  Code  and is
authorized  to take all  necessary  action to qualify as such.  Each Partner may
have access  during  reasonable  business  hours to the  Partnership's  books of
account.

         Section  8.3  Bank  Accounts.  All  funds of the  Partnership  shall be
deposited in one or more bank accounts established by the General Partner in the
name of the Partnership or in the name of a trust set up by the Partnership. All
withdrawals  therefrom  shall be made upon checks signed by the General  Partner
and/or such  additional  person or persons as shall be designated by the General
Partner.


                                   ARTICLE IX

             RIGHTS, DUTIES AND RESTRICTIONS OF THE GENERAL PARTNER

         Section 9.1 Business Management and Control.  The General Partner shall
have the  absolute  and  exclusive  right,  power and  discretion  to manage the
business of the  Partnership  and,  acting in accordance  with the terms of this
Agreement,  to make all  decisions  and take any  action he deems  necessary  or
advisable in  connection  with the  business,  management  and  operation of the
Partnership.

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         Section 9.2 Liability. Except as otherwise provided by law, neither the
General Partner,  nor its successors,  assigns,  and former,  present and future
partners, officers, directors, stockholders and employees or affiliates shall be
personally liable for the return of any portion of the Capital  Contributions of
the  Limited  Partners or shall be  required  to pay to the  Partnership  or any
Limited Partner any deficit in any Partner's Capital Account. No former, present
or future partner, officer, director, stockholder,  employee or affiliate of the
General  Partner shall be liable,  responsible or accountable to the Partnership
or any Partner for (a) any act or omission  performed or omitted by any of them,
including without limitation, those acts performed or omitted on advice of legal
counsel,  accountants,  brokers or  consultants of the  Partnership,  or for any
costs,  damages or liabilities arising therefrom,  or by law, unless that act or
omission was  performed or omitted  fraudulently, in bad faith or as a result of
gross  negligence;  or (b) except as provided in clause (a) of this  Section 9.2
with respect to the person who  performed or omitted such acts,  any loss due to
negligence, dishonesty or bad faith of any employee, officer, broker, consultant
or other agent of the Partnership,  selected, engaged and retained in good faith
by such General Partner.

         Section 9.3 Indemnification.

                  (a) Rights to Indemnification.  The Partnership shall:

                           (i) indemnify and hold harmless the General  Partner,
                  the former, present and future partners, officers,  directors,
                  stockholders,  employees and affiliates of the General Partner
                  and the respective personal representatives, heirs, successors
                  in  interest   and   assignees  of  any  thereof   (each,   an
                  "Indemnified  Party"),  from and  against  any and all damages
                  incurred or suffered by any  Indemnified  Party arising out of
                  or in connection with the  Partnership's  business or affairs;
                  provided, however, that the Partnership shall not indemnify or
                  hold harmless any Indemnified Party with respect to any act or
                  omission which was performed or omitted fraudulently, in bad
                  faith or as a result of gross  negligence; and

                           (ii) advance to any  Indemnified  Party  expenses for
                  which the Partnership is required to indemnify the Indemnified
                  Party pursuant to this Section 9.3 subject to the  undertaking
                  of the  Indemnified  Party to  repay  such  advances  if it is
                  ultimately  determined  that  such  Indemnified  Party  is not
                  entitled to be indemnified.

                  (b) Survival.  The exculpation provided in Section 9.2 and the
indemnification  provided in this Section 9.3 shall survive any  termination  of
this  Agreement.  Any person  entitled  to  exculpation  pursuant to Section 9.2
and/or  indemnification  pursuant to this Section 9.3 shall  remain  entitled to
such exculpation  and/or  indemnification  to the same extent as prior to any of
the following  events with respect to any matter arising prior to such event and
shall have no liability with respect to any matter arising after such event: (i)
such person ceases to be a partner, officer, director, stockholder,  employee or
affiliate of the General  Partner;  or (ii) the General Partner ceases to be the
general partner of the Partnership,  except, in the case of clause (ii), if such
person is a partner, officer, director, stockholder,  employee or affiliate of a
successor to the General Partner.

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                  (c) Repayment.  If it shall  ultimately be determined that the
Indemnified  Party  is not  entitled  to the  indemnification  provided  by this
Section 9.3, the  Indemnified  Party shall promptly repay to the Partnership the
amount of any expenses  advanced to such Indemnified Party and the amount of all
costs  of  the  Partnership  in  providing   indemnification  pursuant  to  this
Agreement.

         Section 9.4 Fees and Expenses.  All out-of-pocket  expenses incurred by
the General Partner in connection with the Partnership's  business shall be paid
by the Partnership or reimbursed to the General Partner by the Partnership.

         Section  9.5  Transactions  with  Partners  or  Affiliates.  Subject to
availability,  taking  into  account the  obligations  of the  Partnership  with
respect to commercial charter of its Aircraft, each Partner shall be entitled to
a pro rata  share of the  hours of  utilization  of the  Partnership's  Aircraft
designated by the General Partner,  in its sole discretion,  by the Partners for
the respective executive officers and their guests. Each Partner shall reimburse
the Partnership  for such  utilization at the rate to be mutually agreed upon by
all Partners. The Partnership is expressly permitted in the normal course of its
business to enter into other  transactions  with any Partner or any affiliate of
any Partner.

                                    ARTICLE X

                             ADMISSION OF PARTNERS;
                             RIGHT OF FIRST REFUSAL;
                       ASSIGNMENT OF PARTNERSHIP INTERESTS

         Section 10.1 Citizenship Requirement.

                  (a) Each Limited  Partner  represents,  warrants and covenants
(i) that it is, and during the term of the Partnership will remain, a citizen of
the United States,  as such term is defined in the Federal Aviation Act of 1958,
as amended (such act or any successor legislation hereinafter referred to as the
"FAA Act"), and (ii) that it is not, and during the term of the Partnership will
not become, nor is it acquiring,  its interest in the Partnership as nominee for
an air  carrier,  an  officer  or  director  of an air  carrier  or a person who
controls an air carrier, as such terms as defined in the FAA Act.

                  (b) If,  at any time  during  the term of the  Partnership,  a
Limited  Partner  breaches any of the  representations,  warranties or covenants
contained in Section  10.1(a) or fails to comply with any rule or  regulation of
the Federal  Aviation  Administration  (or any successor  agency),  or otherwise
imposed  under the FAA Act,  which  rule or  regulation  is  applicable  to such
Limited  Partner,  such Limited  Partner  shall  immediately  give notice to the
General Partner of such non-compliance,  and the General Partner may give notice
to such Limited  Partner  requiring  it to comply with such rule or  regulation,
obtain a waiver  thereof  satisfactory  to the General  Partner or transfer  its
interest in the Partnership to a person approved by the General Partner. If such
Limited  Partner  fails to take any such action within 30 days of such notice by

                                       10
<PAGE>

the General Partner,  anything contained herein to the contrary notwithstanding,
the interest in the  Partnership  of such Limited  Partner  shall  automatically
revert to the  Partnership  and shall be  allocated  to the  other  Partners  in
proportion  to  their  respective  percentages,   and  the  rights,  powers  and
privileges  of  the  Limited  Partner  with  respect  to  such  interest  in the
Partnership shall be forfeited without compensation to such Limited Partner.

                  (c) Each Limited  Partner hereby  indemnifies  the Partnership
and  each  Partner  against  any and all  loss,  liability,  damage  or  expense
(including,  without  limitation,  tax  liabilities  or  loss  of tax  benefits)
arising,  directly or  indirectly,  as a result of any breach by such partner of
the representations, warranties or covenants contained in, or any non-compliance
with the provisions of, this Section 10.1.

         Section 10.2 No person may be admitted as a Limited Partner without the
written  consent of the General  Partner,  which  consent may be withheld in its
sole and absolute  discretion.  No Limited Partner may transfer all or a portion
of its interest in the Partnership  (including any beneficial interest therein),
except  to a  wholly-owned  subsidiary  or  to  a  person  owning  100%  of  the
outstanding  capital stock of such Limited  Partner,  without the consent of the
General  Partner,  which  consent  may be  withheld  in its  sole  and  absolute
discretion.

         Section  10.3 No  transferee  of a Limited  Partner's  interest  in the
Partnership  shall become a Limited  Partner  without the written consent of the
General  Partner,  which  consent  may be  withheld  in the  sole  and  absolute
discretion the General Partner, and the transferee shall have accepted,  adopted
and approved in writing all of the terms and  provisions of this  Agreement,  as
the same may have been amended, and shall have become a party hereto.

         Section  10.4 Change of  Control.  Upon the  occurrence  of a Change in
Control  (as  hereinafter  defined)  of any  Limited  Partner  (or the  death or
incapacity of any Limited Partner who is an individual),  the General Partner or
its  designee  shall have the right to purchase  the  interest  of such  Limited
Partner at a price equal to the fair market value of such interest at such time.
For purposes  hereof,  a "Change of Control" shall mean the occurrence of any of
the  following  events:  (A) any  "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended [the
"Exchange Act"]), other than Permitted Holders (as hereinafter  defined),  is or
becomes  the  "beneficial  owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person shall be deemed to have beneficial  ownership
of all shares that such person has the right to acquire,  whether  such right is
exercisable  immediately  or only  after  the  passage  of  time),  directly  or
indirectly,  of more than 50% of the voting stock of all classes of voting stock
of  such  Limited  Partner;  (B)  such  Limited  Partner  and any  other  person
consolidate or merge,  in a transaction as a result of which  Permitted  Holders
are not  "beneficial  owners,"  directly or indirectly,  of more than 50% of the
voting stock of all classes of voting stock of such  Limited  Partner;  or (iii)
such Limited  Partner is liquidated or dissolved or adopts a plan of liquidation
or  dissolution.  For purposes  hereof,  a "Permitted  Holder" shall mean: (i) a
Partner or a wholly-owned subsidiary,  or person beneficially owning 100% of the
capital stock,  of such Partner;  (ii) any executive  officer or other member of
executive  management  employed as of the date of this  Agreement  by any person
referred to in clause (i) of this sentence;  (iii)  immediate  family members of
persons  described in clause (ii) of this sentence;  (iv) trusts for the benefit

                                       11
<PAGE>

of the persons described in clauses (ii) and (iii) of this sentence;  and (v) in
the event of the death or incapacity of any of the persons  described in clauses
(ii),  (iii)  and  (iv)  of  this  sentence,  such  person's  estate,  executor,
administrator, committee or other personal representatives or beneficiaries.

                                   ARTICLE XI

                 DISSOLUTION AND TERMINATION OF THE PARTNERSHIP

         Section 11.1 Events of Dissolution . The Partnership shall be dissolved
and its affairs  wound-up  upon the  occurrence of the earliest of the following
events:

                  (a) the election to dissolve the Partnership made in writing
                  by the General Partner;

                  (b) the expiration of its term as provided in this Agreement;

                  (c) the entry of a decree of judicial dissolution; or

                  (d)  except as  otherwise  provided  herein,  any act or event
                  specified  in  Section  17-801  of the  Act  or any  successor
                  provision thereto.

         Section 11.2  Liquidation.  Upon the  liquidation  of the  Partnership,
unless an election to continue the business of the  Partnership is made pursuant
to Section 11.4 hereof, the Partners shall proceed without  unnecessary delay to
sell or otherwise  liquidate the property of the Partnership  and, after payment
or  adequate  provision  for the  payment  of all debts and  obligations  of the
Partnership,  to  distribute  the net  proceeds  and  any  other  assets  of the
Partnership to the Partners pro rata in accordance with the positive balances of
their respective Capital Accounts.

         Section  11.3  Termination.  Dissolution  of the  Partnership  shall be
effective on the day on which the event giving rise to the  dissolution  occurs,
but the  Partnership  shall not  terminate  until the assets of the  Partnership
shall  have  been  distributed  as  provided  for  herein.  Notwithstanding  the
dissolution of the Partnership, prior to the termination of the Partnership, the
Partnership  business and the affairs of the  Partnership  shall  continue to be
governed by this Agreement.

         Section  11.4 Right to  Continue  Business.  In the event of the death,
incompetency,  bankruptcy  or insolvency  of a Partner,  the remaining  Partners
shall have the right to  continue  the  business  of the  Partnership  under its
present name, and such remaining  Partners shall have the option to purchase the
Partnership interest of the bankrupt or insolvent Partner by paying to the legal
representative of the bankrupt or insolvent  Partner,  within one hundred twenty
(120) days after receipt of an appraisal from an appraiser mutually agreeable to
the  parties,  the  fair  market  value of such  Partner's  Capital  Account  as
determined by, such  appraisal,  with the cost of such appraisal  being borne by
the bankrupt or insolvent Partner.

                                       12
<PAGE>


                                   ARTICLE XII

                     AMENDMENT OF THE PARTNERSHIP AGREEMENT

         Amendments to this Agreement may be made by the General Partner without
the  consent of any  Limited  Partner  through  the use of the power of attorney
described in Section 13.1 if those amendments are (i) of a non-material  nature,
as  reasonably  determined  by the  General  Partner,  (ii) for the  purpose  of
admitting  additional  Limited  Partners or reflecting the withdrawal of Limited
Partners,  (iii) necessary to maintain the Partnership's status as a partnership
according  to Section  7701(a)(2)  of the Code,  (iv)  necessary to preserve the
validity  of any  and all  allocations  of  Partnership  income,  gain,  loss or
deduction  pursuant to Section  704(b) of the Code or (v)  contemplated  by this
Agreement. The General Partner and the officers, directors,  employees and other
agents of the General  Partner shall devote so much of their time to the affairs
of the  Partnership  as in their  judgment  the  conduct of its  business  shall
reasonably require.

                                  ARTICLE XIII

                                   ARBITRATION

         Any   controversy,   claim  or  other  dispute  between  or  among  any
Partner(s), on the one hand, any other Partner(s) and/or the Partnership, on the
other hand, arising out of or relating to this Agreement, shall be submitted for
arbitration in accordance with the Commercial  Arbitration Rules of the American
Arbitration  Association  ("AAA").  Unless otherwise agreed to by all parties to
such dispute,  arbitration  before the AAA shall be held in the city, county and
state of New York.

                                       13
<PAGE>


                                   ARTICLE XIV

                                  MISCELLANEOUS

         Section 14.1 Power of Attorney. Each Limited Partner hereby constitutes
and  appoints  the  General  Partner as its true and lawful  representative  and
attorney-in-fact,  in  its  name,  place  and  stead  and  with  full  power  of
substitution to make, execute,  publish,  acknowledge,  deliver, record and file
and swear to the execution,  delivery,  acknowledgment,  filing and/or recording
of: (a) all amendments to this Agreement  permitted by the provisions of Article
XII to be made  without the consent of any Limited  Partner and all  instruments
that  the   attorney-in-fact   deems   appropriate  to  reflect  any  change  or
modification of this Agreement in accordance with this Agreement;  (b) except as
otherwise  provided in this Agreement,  a Certificate of Limited  Partnership of
the Partnership,  any amendment thereof required because of an amendment to this
Agreement  or in  order  to  effectuate  any  change  in the  membership  of the
Partnership;  and (c) all  such  other  agreements,  applications,  instruments,
documents, certifications,  certificates and reports which may from time to time
be required by the laws of the United  States of America,  the State of Delaware
or any other  jurisdiction,  or any political  subdivision or agency thereof, or
any Regulatory Rule, all of the foregoing to effectuate,  implement and continue
the  valid  and  subsisting  existence  of the  Partnership  and to permit it to
conduct its business.  The power of attorney  granted  hereby is coupled with an
interest  and is  irrevocable  and shall (i)  continue  in full force and effect
notwithstanding the subsequent death,  incapacity,  dissolution,  termination or
bankruptcy  of the Limited  Partner  granting the same or the transfer of all or
any portion of such Limited Partner's interest,  and (ii) extend to that Limited
Partner's successors,  assigns and legal  representatives.  Each Limited Partner
agrees to be bound by any representation made by the attorney-in-fact  acting in
good faith  pursuant to, and in  accordance  with,  this power of attorney,  and
hereby waives any and all defenses which may be available to contest,  negate or
disaffirm the action of the  attorney-in-fact  taken in good faith  pursuant to,
and in accordance with, this power of attorney.

         Section 14.2  Additional  Actions and  Documents.  Each Partner  hereby
agrees to take or cause to be taken such further  actions,  to execute,  deliver
and file or cause to be executed, delivered and filed such further documents and
instruments,  as may be necessary or as may be reasonably  requested in order to
fully effectuate the purposes, terms and conditions of this Agreement.

         Section  14.3  Notices.  All notices and demands  required or permitted
under this  Agreement  shall be in writing and shall be deemed to have been duly
given (a) upon receipt if delivered  personally (unless subject to clause (b) of
this Section 14.3) or if mailed by registered or certified mail, (b) on the date
after dispatch if sent by overnight  courier or (c) upon dispatch if transmitted
by telecopy or other means of facsimile  which  provides  immediate  delivery to
compatible  equipment in the  possession of the  recipient,  if receipt has been
confirmed,  in any case, at the address of the Partnership at which such Partner
primarily  performs  its duties to the  Partnership.  Any  Partner may specify a
different address or telecopy number by notifying all other Partners thereof.

                                       14
<PAGE>

         Section  14.4  Severability.  If any  part  of any  provision  of  this
Agreement shall be invalid or unenforceable  in any respect,  such part shall be
ineffective to the extent of such invalidity or  unenforceability  only, without
in any way  affecting  the  remaining  parts of such  provision or the remaining
provisions of this Agreement.

         Section 14.5 Survival. It is the express intention and agreement of the
Partners that all covenants, agreements, statements, representations, warranties
and indemnities  made this Agreement shall survive the execution and delivery of
this Agreement.
         Section 14.6 Waivers. No delay or failure on the part of any Partner in
exercising any right, power or privilege  hereunder shall impair any such right,
power  or  privilege  or  be  construed  as a  waiver  of  any  default  or  any
acquiescence  therein. No single or partial exercise of any such right, power or
privilege  shall  preclude  the further  exercise of any other  right,  power or
privilege.  No waiver shall be valid against any Partner  unless made in writing
and signed by the Partner against whom enforcement of such waiver is sought.

         Section  14.7  Binding  Effect.  Subject  to  the  provisions  of  this
Agreement restricting assignment, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
assigns.

         Section 14.8 Entire  Agreement.  This Agreement  constitutes the entire
agreement  among the Partners with respect to the subject matter hereof,  and it
supersedes all prior oral or written  agreements,  commitments or understandings
with respect to the matters provided for herein.

         Section 14.9 Headings.  Article and Section headings  contained in this
Agreement are inserted for convenience of reference only, shall not be deemed to
be a part of this Agreement for any purpose,  and shall not in any way define or
affect the meaning, construction or scope of any of the provisions hereof.

         Section 14.10 Governing Law. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO,  AND ANY CLAIMS OR DISPUTES  RELATING  THERETO,  SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF DELAWARE,
EXCLUDING THE CHOICE OF LAW RULES THEREOF.

         Section 14.11 Counterparts.  This Agreement may be executed in as many
counterparts as may be required.  All counterparts shall collectively constitute
 a single agreement.

                                       15
<PAGE>

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date first written above.

                                            GENERAL PARTNER:

                                            DUNE JET SERVICES, INC.



                    By:  /S/ Gary N. Siegler
                         -------------------
                         Name: Gary N. Siegler
                         Title:President



                                            LIMITED PARTNERS:

                                            NATIONAL RV HOLDINGS, INC.


                    By:  /S/ Kenneth W. Ashley
                         ---------------------
                         Name: Kenneth W. Ashley
                         Title:Chief Financial Officer


                                            DUNE JET SERVICES, INC.


                    By:  /S/ Gary N. Siegler
                         -------------------
                         Name: Gary N. Siegler
                         Title:President


                                       16
<PAGE>

                                   SCHEDULE A


============================== -------------- ------------ =================
                                 Initial      Additional       Contribution
          Partners              Contribution  Contribution      Percentage
============================== -------------- ------------ =================
General Partner
============================== -------------- ------------ =================
Dune Jet Services, Inc.           $1,550,000      -0-         20.5298013245%
============================== -------------- ------------ ==================
Limited Partners
============================== -------------- ------------ ==================
Dune Jet Services, Inc.              -0-      $3,250,000      43.0463576159%
============================== ============== ============ ==================
National R.V. Holdings, Inc.        $1,000    $2,749,000      36.4238410596%
============================== ============== ============ ==================

                                       17
<PAGE>