Exhibit 10.1

                            ASSET PURCHASE AGREEMENT

      This Asset Purchase Agreement ("Agreement") is made and entered into as of
this 31st day of March,  2005, at Scottsdale,  Arizona,  by and between  Central
Plains  Aviation,  Inc.,  a Kansas  corporation  with  offices at 2145 South Air
Service Road, Garden City, Kansas 67846 ("Seller"), and F B O Air - Garden City,
Inc., a Kansas  corporation  with offices at 9087 East Charter Oak,  Scottsdale,
Arizona  85260  ("Buyer");  and Jon A. Crotts,  an  individual  and President of
Seller ("Crotts").

                                    RECITALS

      A. Seller is engaged in the  business  of a fixed base  operator at Garden
City Regional Airport (the "Business");

      B. Buyer and Seller are parties to that  certain  Offer to Purchase  dated
January 19, 2004 ("Offer to Purchase");

      C. Pursuant to the Offer to Purchase,  Buyer  desires to purchase  certain
assets, and none of the liabilities,  of Seller that are used in connection with
the Business at the price and under the terms and conditions set forth herein.

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

                                   ARTICLE 1
                 PURCHASED ASSETS; TRANSFER OF PURCHASED ASSETS

      1.1 Purchased Assets. Subject to the terms and conditions set forth in the
recitals set forth above, which are incorporated  herein by reference,  and this
Agreement,  Seller  shall  sell,  assign,  transfer  and deliver to Buyer at the
Closing  (defined  below) and Buyer shall  purchase,  for the Purchase Price set
forth in  ARTICLE 2 hereof,  all of the  assets  and  business  of the  Business
specifically  set forth on Schedule 1.1 hereto,  excluding  the Excluded  Assets
defined in  Section  1.6,  all of which are  hereinafter  called  the  "Assets,"
including,  without limitation,  the following specific assets described in this
Section 1.1:

            (a) All  inventories,  including  JetA and Avgas  fuel  inventories,
finished goods,  work-in-progress and raw materials, supplies and parts owned by
Seller  pertaining to the Business (the "Inventory") as of the close of business
on the date immediately prior to the Closing Date including, without limitation,
the Inventory set forth on Schedule 1.1(a).

            (b) All  rights  and  interests  of Seller in and to all  contracts,
leases of personal  property,  purchase  orders,  orders from customers,  supply
agreements,    distribution   agreements,   independent   sales   representative
agreements,  license agreements, and other agreements entered into pertaining to
the  Business  or the  Assets in  effect  on the  Closing  Date,  excluding  any
amendments,  revisions,  changes  or  new  orders  under  such  agreements  (the
"Contracts"). All Contracts that are in effect on the date hereof, are set forth
on Schedule 1.1(b).


                                      E-70
<PAGE>
                                                                    Exhibit 10.1


            (c) All  rights  of  Seller  under or  pursuant  to all  warranties,
representations  and guaranties made by suppliers in connection with products or
services furnished to the Business,  or otherwise  pertaining to the Business of
affecting the Assets.

            (d) All of  Seller's  customer  lists,  together  with all  designs,
notes, and other intangibles which are used in the Business; and all records and
files (including  computer records and files) and papers useful in operating the
Business or relating to the Assets,  including,  but not limited to, manuals and
data, sales, advertising materials, sales and purchase correspondence,  shipping
records and employment  records for current  employees of Seller whom Buyer wish
to retain.

            (e) All federal,  foreign, state,  provincial,  municipal,  local or
other governmental consents,  certifications,  licenses, permits, registrations,
grants and other  authorizations  that are necessary to permit Seller to conduct
the Business as presently  conducted  (collectively,  the  "Authorizations"  and
individually,  an "Authorization").  All Authorizations in effect as of the date
of this Agreement are set forth on Schedule 1.1(e).

            (f)  All  fuel  trucks,   aircraft  tows,  utility  carts,  portable
generators, equipment, heavy equipment, machinery and vehicles of Seller used in
connection  with  the  Business  as  of  the  Closing  Date  (collectively,  the
"Equipment").  All of such assets as of the date of this Agreement are set forth
on Schedule 1.1(f).

      1.2  Transfer  of  Title  to  the  Assets.   Seller's  sale,   assignment,
conveyance,  transfer,  and delivery of the Assets to Buyer shall be made at the
Closing by appropriate  instruments of transfer as shall be reasonably requested
by Buyer or otherwise  sufficient to vest in Buyer, as of the Closing Date, good
and  marketable  title to the Assets that are owned,  as of the Closing  Date by
Seller,  and a valid and  assignable  leasehold  interest in the Assets that are
leased  by  Seller as of the  Closing  Date,  in each case free and clear of any
liens, charges and encumbrances. Such instruments of assignment, conveyance, and
transfer shall include, without limitation, a bill of sale transferring title to
tangible  assets  in the form of  Exhibit  A hereto  (the  "Bill of  Sale")  and
anything else reasonably contemplated by this Agreement to be delivered in order
to transfer possession and enjoyment of the Assets to Buyer. Risk of loss of the
Assets shall pass from Seller to Buyer at Closing.

      1.3  Non-Assignable  Assets.  To the  extent  that any of the Assets to be
assigned to Buyer  hereunder are not  assignable  without the consent of another
party,  this  Agreement  shall not  constitute  an  assignment  or an  attempted
assignment if such assignment or attempted  assignment would constitute a breach
of any contract,  right or  commitment.  Seller agree to use its best efforts to
obtain the consent of each other party to any such contract, right or commitment
to the  assignment  thereof  to Buyer in all  cases in  which  such  consent  is
required for assignment or transfer. If such consent is not obtained at or prior
to the Closing and Buyer shall have waived the conditions in Section 5.2(b) with
respect  thereto,  Seller  agree to  cooperate  with Buyer in  seeking  (i) such
consent after the Closing Date and (ii) any reasonable  arrangements designed to
provide  for Buyer the  benefits  accruing  under  any such  contract,  right or
commitment,  including  enforcement  at the cost and for the account of Buyer of
any and all rights of Seller against each other party thereto arising out of the
cancellation  by such other party or  otherwise.  If and to the extent that such
arrangement  cannot be made,  Buyer shall have no obligation with respect to any
such  contract,  right or  commitment  and each such asset shall  thereafter  be
deemed an Excluded Asset (as defined below).


                                      E-71
<PAGE>
                                                                    Exhibit 10.1


      1.4  Further  Assurances.  At any  time and from  time to time  after  the
Closing, at Buyer's reasonable request and without further consideration, Seller
shall  execute and  deliver  such  instruments  of sale,  transfer,  conveyance,
assignment and confirmation, and take such other action, as Buyer may reasonably
request to more effectively transfer, convey and assign to Buyer, and to confirm
Buyer's title to, the Assets,  to put Buyer in actual  possession  and operating
control  thereof,  to assist Buyer in exercising all rights with respect thereto
and to carry out the purpose and intent of this Agreement.

      1.5 Non-Assumption of Liabilities.  Buyer shall not assume and shall under
no  circumstances  be responsible  for any  liabilities or obligations of Seller
(whether personal or corporate) including,  without limitation,  any liabilities
or  obligations  arising out of the Assets  and/or  operation  of the  Business,
regardless of amount, character or description,  or whether accrued,  contingent
or otherwise.

      1.6 Excluded  Assets.  Excluded Assets means (i) the aircraft set forth on
Schedule 1.6  (collectively  the  "Aircraft");  (ii) that certain 2002 Chevrolet
Tahoe bearing Kansas vehicle  registration  1GNEK13Z8ZR180592,  and that certain
2001 Chevrolet Silverado bearing Kansas vehicle  registration  1GCEK19T11E185943
(collectively  the  "Retained   Vehicles");   (iii)  any  Non-assignable  assets
described in Section 1.3; (iv) any assets of Seller not used in connection  with
the Business as more fully set forth on Schedule 1.6 ("Unrelated  Assets");  and
(v) any real property  owned by Seller or any or real property  leases leased by
Seller and not set forth on Schedule 1.1(b).

                                   ARTICLE 2
                  PURCHASE PRICE; ALLOCATION OF PURCHASE PRICE

      2.1 Purchase  Price.  The total purchase price for the Assets shall be Six
Hundred Seventy Five Thousand Dollars ($675,000) ("Purchase Price").

      2.2 Payment of Purchase  Price.  The Purchase Price shall be paid by Buyer
to Seller as follows:

            (a) Cash at  Closing.  Four  Hundred  Thirty Five  Thousand  Dollars
($435,000), by wire transfer at Closing.

            (b) Promissory Note. Two Hundred Forty Thousand  Dollars  ($240,000)
shall  be paid by Buyer  to  Seller  under a  promissory  note  having a term of
eighteen  (18) months and bearing an interest of five  percent (5%) per annum in
the form attached hereto as Exhibit B ("Promissory  Note").  The Promissory Note
shall be payable on a quarterly basis to Seller.

      2.3  Allocation of Purchase  Price.  The Purchase Price shall be allocated
among the Assets as set forth on Schedule  2.3,  which  Buyer  shall  deliver to
Seller at least five business days prior to Closing.


                                      E-72
<PAGE>
                                                                    Exhibit 10.1


                                   ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

      3.1  Representations  and  Warranties of Seller and Crotts.  As a material
inducement  to  Buyer  to  enter  into  this  Agreement  and to  consummate  the
transactions  contemplated  hereby,  each of Seller  and Crotts  represents  and
warrants to Buyer that the  statements set forth in this Section 3.1 are correct
and complete as of the date of this  Agreement  and will be correct and complete
as of the Closing  Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this Section 3.1). Certain
exceptions to such  representations and warranties are set forth on Schedule 3.1
("Schedule of Exceptions")  attached hereto and incorporated herein, which shall
be arranged in sections corresponding to the subsections of this Section 3.1.

            (a)  Organization  and  Qualification.  Seller is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Kansas and has full corporate power and corporate  authority to own or lease its
properties  and to conduct its  business  in the manner and in the places  where
such properties are owned or leased or as such business is currently  conducted.
The  copies  of  Seller's  Articles  of   Incorporation,   as  amended  to  date
(hereinafter referred to as its "Articles"), certified by the Secretary of State
of the State of Kansas,  and of Seller's Bylaws, as amended to date (hereinafter
referred to as its "Bylaws"),  certified by Seller's Secretary, are complete and
correct and no amendments thereto have been filed or are pending.  Seller is and
has been at all times in compliance with its Articles and Bylaws. Seller is duly
qualified or licensed to conduct business as a foreign corporation in, and is in
good  standing  in,  each  jurisdiction  in which the nature of the  business as
conducted by Seller or the  character and nature of any of the Assets makes such
qualification necessary.

            (b) Authority.  Seller has full right,  power and authority to enter
into this Agreement and each  agreement,  document and instrument to be executed
and delivered by Seller  pursuant to this Agreement  (the "Related  Agreements")
and  to  carry  out  the  transactions  contemplated  hereby  and  thereby  (the
"Transactions").  The execution,  delivery and performance of this Agreement and
the  Related  Agreements  by Seller  has been duly and  validly  authorized  and
approved by all necessary  action on the part of Seller,  and no other action on
the part of Seller is required in connection therewith.  This Agreement and each
Related Agreement  constitutes,  or when executed and delivered will constitute,
the  legal,  valid  and  binding  obligation  of  Seller,  each  enforceable  in
accordance with its respective terms. The execution, delivery and performance by
Seller of this Agreement and each Related Agreement:

                  (i) does not and will not violate any foreign, federal, state,
local or other laws, regulations or ordinances applicable to Seller;

                  (ii) does not or will not violate any term or provision of the
Articles or Bylaws of Seller; or

                  (iii) except as set forth on Schedule 3.1(b)(iii) does not and
will not  result in a breach  of,  constitute  or  result  in a  default  under,
accelerate any obligation  under or give rise to a right of termination  of, any
indenture,  loan  or  credit  agreement,  or  any  other  agreement,   contract,
instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment,
injunction,  decree,  determination  or  arbitration  award to which Seller is a
party or by which  Seller or any  property  of Seller is bound or  affected,  or
result in the creation or  imposition of any mortgage,  pledge,  lien,  security
interest or other  charge or  encumbrance  on any of the  Assets.  Except as set
forth on  Schedule  3.1(b)(iii),  no  consent  or  waiver  by,  approval  of, or
designation,  declaration  or filing with,  any Person is required in connection
with the  execution,  delivery and  performance  by Seller of this Agreement and
each Related  Agreement.  "Person"  shall mean an individual,  a partnership,  a
corporation, an association, a joint stock company, a trust, a joint venture, an
unincorporated   organization,   a  governmental  authority  or  entity  or  any
department, agency or political subdivision thereof.


                                      E-73
<PAGE>
                                                                    Exhibit 10.1


            (c)  Financial  Statements.  The  audited,  or  unaudited if audited
unavailable,  balance  sheets and  statements of income of Seller for the fiscal
years ended December 31, 2004, December 31, 2003 and December 31, 2002 have been
previously  provided  to Buyer  (such  financial  statements  being  referred to
collectively  herein  as the  "Financial  Statements").  All  of  the  Financial
Statements  (including the notes thereto) have been prepared in accordance  with
generally accepted accounting principles applied consistently during the periods
covered  thereby,  are  complete  and  correct,  present  fairly  the  financial
condition  of Seller and the results of its  operations  as of the dates of such
statements and for the periods  covered  thereby,  and are  consistent  with the
books and records of Seller.

            (d) Title to Assets; Liens; Condition of Assets. Except as set forth
on Schedule 3.1(d),  Seller has good and marketable title to the Assets that are
owned and a valid and  assignable  leasehold  interest  in the  Assets  that are
leased.  The  Assets  are  free  and  clear of all  mortgages,  liens,  security
interests,  pledges,  charges and other encumbrances of every nature whatsoever,
except for liens for current taxes not yet due and payable or being contested in
good  faith  by  appropriate  proceedings,  and  such  imperfections  of  title,
easements and  encumbrances  as do not materially  detract from the value of the
properties  subject  thereto or affected  thereby or otherwise do not materially
interfere with their present or future use in a manner  consistent  with present
practices of the Business. The Assets constitute all of the material assets used
to conduct  the  Business.  All of the  leasehold  improvements  included in the
Assets  are in  good  repair,  have  been  well  maintained,  conform  with  all
applicable  ordinances,  regulations and zoning,  environmental  and other laws,
regulations  and  ordinances  and do not  encroach on  property  of others.  All
machinery  and  equipment is in good working  order subject to ordinary wear and
tear.

            (e) Taxes

                  (i)  Definitions.  As used  herein,  "IRC" means the  Internal
Revenue Code of 1986, as amended and interpreted by treasury  regulations;  "Tax
Return" means any return, declaration,  report, claim for refund, or information
return or statement  relating to Taxes,  including  any  schedule or  attachment
thereto,  and  including any  amendment  thereof,  and "Taxes means any federal,
state, local, or foreign income, gross receipts,  license, payroll,  employment,
excise, severance, stamp, occupation,  premium, windfall profits, environmental,
customs duties, capital stock, franchise, profits, withholding,  social security
(or similar), unemployment, disability, real property, personal property, sales,
use,  transfer,  registration,  value  added,  alternative  or  add-on  minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.


                                      E-74
<PAGE>
                                                                    Exhibit 10.1


                  (ii)  Returns and  Payments.  Seller has filed all Tax Returns
that it was  required to file.  All such Tax Returns are correct and complete in
all respects.  All Taxes owed by Seller (whether or not shown on any Tax Return)
have been paid. Seller currently is not the beneficiary of any extension of time
within which to file any Tax Return,  or to the extent due,  reserved for on the
Financial  Statements.  No  claim  has  ever  been  made  by an  authority  in a
jurisdiction where Seller does not file Tax Returns that it is or may be subject
to taxation by that jurisdiction.  There are no liens, encumbrances,  or charges
against  any of the assets of Seller that arose in  connection  with any failure
(or alleged failure) to pay any Tax.

                  (iii)  Withholding  Taxes.  Seller has  withheld  and paid all
Taxes required to have been withheld and paid in connection with amounts paid or
owing to any employee, independent contractor,  creditor,  shareholder, or other
third party.

                  (iv) Tax  Liabilities.  Neither  Seller's  nor any of Seller's
officers,  directors,  or employees responsible for Tax matters has knowledge of
any facts that would lead them to expect any authority to assess any  additional
Taxes for any period for which Tax Returns have been filed.  There is no dispute
or claim  concerning any Tax liability of Seller either claimed or raised by any
authority in writing or as to which any of Seller or any of Seller's,  officers,
directors,  or employees  responsible  for Tax matters has knowledge  based upon
personal contact with any agent of such authority. Schedule 3.1(e) lists all Tax
Returns filed for taxable periods ended on or after December 31, 2001, indicates
those Tax Returns  that have been audited and  indicates  those Tax Returns that
currently  are the  subject of an audit.  Seller has  disclosed  on its  federal
income  Tax  Returns  all  positions  taken  therein  that  could give rise to a
substantial  understatement  of federal  income  Tax  within the  meaning of IRC
Section 6662.

                  (v) Statute of Limitations.  Seller has not waived any statute
of  limitations  in  respect  of Taxes or agreed to any  extension  of time with
respect to a Tax assessment or deficiency.

            (f)  Absence  of  Undisclosed  Liabilities.  Except  as set forth on
Schedule 3.1(f), Seller had and has no indebtedness,  liabilities or obligations
of any  nature or kind,  whether  accrued,  absolute,  contingent  or  otherwise
asserted  or  unasserted,  known or  unknown  and  whether  due or to become due
(including,  without limitation,  potential  liabilities relating to products or
services  provided  by  Seller  or the  conduct  of the  Business  prior  to the
Effective  Date,  regardless  of  whether  claims in  respect  thereof  had been
asserted as of such date).

            (g)  Inventory.  Except to the extent of  reserves  set forth in the
Financial Statements, all Inventory is of a quality and quantity saleable in the
ordinary  course of the Business at prevailing  market prices and is adequate in
amount,  consistent with past practices of the Business,  to continue operations
without creating backlogs, in excess of customary levels for the Business.

            (h) Absence of Certain  Changes.  Since the December 31, 2003, there
has not been:

                  (i) any  operation of the Business out of the ordinary  course
of  business  or any  change in the  financial  condition,  properties,  assets,
liabilities,  business,  prospects or operations of the Business that, by itself
or in  conjunction  with all  other  such  changes,  has or is  likely to have a
materially adverse effect on the Business;


                                      E-75
<PAGE>
                                                                    Exhibit 10.1


                  (ii) any purchase, sale, license or other disposition,  or any
agreement  or  other  arrangement  for the  purchase,  sale,  license  or  other
disposition,  of any  part of  Seller's  properties  or  assets  (including  any
patents, trademarks and copyrights) included in the Assets, other than purchases
for and sales from inventory in the ordinary course of business;

                  (iii) any damage,  destruction or loss, whether or not covered
by insurance,  adversely affecting Seller's properties or assets included in the
Assets or the Business in excess of $5,000 per single occurrence;

                  (iv) any change with respect to Seller's officers,  management
or  supervisory  personnel  employed  in the  Business,  other  than  changes in
supervisory personnel occurring in the ordinary course of business;

                  (v) any payment or  discharge of a lien or liability of Seller
that is not shown on the Financial Statements incurred in the ordinary course of
business thereafter;

                  (vi) any  obligation  or  liability  incurred by Seller to any
bank,  officer,  director,  employee,  other  than  in the  ordinary  course  of
business,  or any loans or  advances  made by Seller to any  officer,  director,
employee,  except for normal  compensation  and  expense  allowances  payable to
officers or employees;

                  (vii)  any  change  in the  accounting  methods  or  practices
followed by Seller or any change in  depreciation  or  amortization  policies or
rates theretofore adopted;

                  (viii) any change in the manner in which  Inventory  of Seller
used in the Business is marketed or any  increase in Inventory  levels in excess
of historical levels for comparable periods;

                  (ix) any delay or  postponement  of  payment  of any  accounts
payable or other  liabilities  relating to the  Business  outside  the  ordinary
course of business;

                  (x) any declaration,  setting aside or payment of any dividend
or distribution  with respect to its capital stock,  or redemption,  purchase or
other acquisition of its capital stock;

                  (xi) any change in the employment terms or  employment-related
benefits for any independent  sales  representative  or employee employed in the
Business outside the ordinary course of business; or

                  (xii) any  agreement or  understanding,  whether in writing or
otherwise,  for Seller to take any of the actions  specified in subsections  (i)
through (xi) above.

            (i) Trade Secrets and Customer  Lists.  Seller owns or has the right
to use,  free and clear of any  claims or rights of others,  all trade  secrets,
inventions,  developments,  customer lists,  manufacturing and secret processes,
hardware designs,  programming  processes,  software and other information,  and
know-how (if any) required for the Business,  including  products  licensed from
others. There are no payments that are required to be made by Seller for the use
of such trade secrets,  inventions,  developments,  customer lists,  copyrighted
materials,  manufacturing and secret processes and know-how. Seller is not using
or in  any  way  making  any  unlawful  or  wrongful  use  of  any  confidential
information,  copyrighted  materials,  know-how  or trade  secrets  of any third
party, including, without limitation, any former employer of any present or past
employee, of Seller or of any of Seller's predecessors. To Seller's knowledge no
employee is or was a party to any  non-competition or confidentiality  agreement
with any party other than Seller or Buyer.


                                      E-76
<PAGE>
                                                                    Exhibit 10.1


            (j) Contracts. All of the Contracts are in full force and effect and
are freely assignable in accordance with the terms of this Agreement.

                  (i) Copies of all  Contracts,  have been  provided to Buyer or
their counsel prior to the execution of this Agreement and are true, correct and
complete,  and  have not  been  subject  to any  amendment,  extension  or other
modification as of the date hereof.

                  (ii) Each  Contract  is in full force and effect  without  any
default  thereunder by Seller or, to the knowledge of Seller, by any other party
thereto (a "default"  being defined for purposes  hereof as an actual default or
any set of facts  that  would,  upon  receipt  of  notice  or  passage  of time,
constitute a default).

                  (iii) All Contracts  with respect to the real estate  premises
on which the Business has been  conducted  as of the  Effective  Date shall each
have a  minimum  remaining  term of at least  twenty  five (25)  years,  pending
approval of the applicable municipality and/or airport authority.

                  (iv) There are no employment  contracts  with any employees of
the Seller and all Seller employees are at-will employees.

            (k)  Litigation.  There are no  suits,  actions  or  administrative,
arbitration or other proceedings or governmental  investigations  pending or, to
the knowledge of Seller, threatened against or relating to Seller, the Assets or
the Business.  Seller is not otherwise engaged as a party in any suit, action or
administrative,  arbitration or other proceeding. Seller has not entered into or
been subject to any consent decree,  compliance order, or  administrative  order
with respect to any property owned, operated,  leased, or used by Seller. Seller
has  not  received  any  request  for   information,   notice,   demand  letter,
administrative inquiry, or formal or informal complaint or claim with respect to
any property  owned,  operated,  leased or used by Seller or any  facilities  or
operations  thereon.  Seller  has  not  been  named  by the  U.S.  Environmental
Protection  Agency or a state or local  environmental  agency  as a  potentially
responsible  party  (or  similar  designation  under  applicable  state  law) in
connection with any site at which  hazardous  substances,  hazardous  materials,
toxic  substances,  oil,  or  petroleum  products  have  been  released  or  are
threatened to be released. There are no existing or, to the knowledge of Seller,
threatened  product  liability,  warranty or other similar claims,  or any facts
upon which a claim of such nature could be based, against Seller or the Business
for  services  or  products  that are  defective  or fail to meet any service or
product  warranties.  Seller is not aware of any facts providing a basis for any
matter  addressed in this  Section  3.1(k) and has no reason to believe that any
such matters will be forthcoming.


                                      E-77
<PAGE>
                                                                    Exhibit 10.1


            (l)  Compliance  with Laws.  Seller is in compliance in all material
respects with, and Seller does not have any material  liability  under,  any and
all  applicable  federal,   state  or  local  statutes,   laws,  ordinances  and
regulations  applicable  to the Business,  including,  without  limitation,  any
applicable franchise, health,  environmental,  safety, employment (including the
Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN")),
labor relations or other statute, law, ordinance or regulation.

            (m)  Insurance.  The Assets  are  insured to the extent set forth in
Schedule  3.1(m)  which  sets  forth  a list  of  all  insurance  policies,  the
expiration  date  thereof  and a  brief  description  of the  coverage  provided
therein.  All such present  policies of insurance are with  insurance  companies
reasonably  believed by Sellers to be financially sound and reputable and are in
full force and effect,  all premiums with respect  thereto are  currently  paid,
Sellers are in compliance with the terms thereof and no party to any such policy
has repudiated any provision thereof. Such insurance policies are sufficient for
compliance by Sellers with all requirements of law and all agreements and leases
to which Sellers are a party and provide insurance  coverage for the properties,
assets,  operations  and employees of Sellers  generally  comparable in type and
amount to that which is  customarily  carried by other  corporations  engaged in
similar  businesses and of approximately the same size and similarly situated as
Seller. The workmen's  compensation insurance of Seller complies with applicable
statutory requirements as to the amount of such coverage.

            (n)  Authorizations.  Each Authorization is in full force and effect
without any default thereunder by Seller (a "default" being defined for purposes
hereof as an actual  default or any set of facts which  would,  upon  receipt of
notice or passage of time, constitute a default),  and can be assigned by Seller
to Buyer  hereunder  such that it will  remain in full  force and  effect  after
giving effect to the purchase of the Assets.  Seller has not received any notice
of any claim or charge that Seller has  breached any  Authorization.  Seller has
the right to conduct the Business that it now conducts  without any  limitations
or restrictions of any kind.

            (o) Transactions with Interested  Persons.  No officer,  supervisory
employee or director of Seller, nor any of their respective spouses or children,
owns,  directly or  indirectly,  on an individual  or joint basis,  any material
interest in, or serves as an officer or director or in another similar  capacity
of, any  customer,  competitor  or  supplier of Seller or the  Business,  or any
organization  that has a material  contract  or  arrangement  with Seller or the
Business.

            (p) Employment  Benefit Plans.  Schedule 3.1(p) sets forth a list of
all  employee  benefit  plans,  as that term is defined  in Section  3(3) of the
Employee Retirement Income Security Act of 1974, as amended, ("ERISA"), that now
are or ever have been  maintained by Seller (or any  subsidiary of Seller) or to
which Seller (or any subsidiary of Seller) now has or has ever had an obligation
to contribute  (the  "Employee  Benefit  Plans").  No event has occurred nor has
there been any omission which would result in violation of any laws,  rulings or
regulations applicable to any Employee Benefit Plan. There are no claims pending
or threatened with respect to any Employee  Benefit Plan,  other than claims for
benefits by employees,  beneficiaries or dependents arising in the normal course
of the  operation  of any such plan.  Each such  Benefit  Plan (and each related
trust,  insurance  contract,  or fund)  complies in form and in operation in all
material  respects with the applicable  requirements of the Employee  Retirement
Income Security Act of 1974, as amended ("ERISA"), the Code and other applicable
laws.


                                      E-78
<PAGE>
                                                                    Exhibit 10.1


            (q) Hazardous  Materials;  Environmental  Compliance;  Disclosure of
Environmental Information.

                  (i) 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 (as defined below), Seller has never generated, used, stored or handled any
Hazardous  Materials  (as  hereinafter  defined)  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 Seller 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 Seller,  nor has there been or is there  threatened  any  release of any
Hazardous  Materials on or at any such site.  Seller 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 Seller  in  connection  with the  presence  of any  Hazardous
Materials. For purposes of this Agreement,  "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.

                  (ii)  Seller has no material  liability  under nor has it ever
violated any  Environmental Law (as hereinafter  defined),  a violation of which
may have a material  adverse effect on the Business or the Assets,  with respect
to any property owned,  operated,  leased,  or used by Seller and any facilities
and operations thereon. In addition,  any property owned,  operated,  leased, or
used by Seller,  and any  facilities  and  operations  thereon are  presently in
compliance with all applicable  Environmental  Laws. Seller 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 Seller
has no reason to believe that any of the above will be forthcoming. For purposes
of this Agreement,  "Environmental  Law" shall mean any  environmental or health
and safety-related law, regulation,  rule, ordinance,  or by-law at the federal,
foreign, state, or local level.

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


                                      E-79
<PAGE>
                                                                    Exhibit 10.1


                  (iv)  Seller  has  obtained  all  permits  necessary  for  the
Business's operation,  and all such permits are in good standing, and the Seller
is in compliance  with all terms and  conditions  of such permits.  All premises
involved in the Business and being  assigned to Buyer  pursuant to the Contracts
will,  as of both the Effective  Date and the Closing Date pass all  inspections
necessary  to conduct  the  Business  as  currently  conducted  by Seller and as
foreseeably to be conducted by Buyer.  All permits set forth on Schedule  1.1(e)
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.

            (r)  Backlog.  As of the date  hereof,  Seller has a backlog of firm
orders for the Business,  for which revenues have not been recognized by Seller,
as set forth in the Schedule 3.1(r).

            (s) Customers,  Distributors and Independent Sales  Representatives.
Schedule   3.1(s)  sets  forth  a  list  of  all   customers   and   independent
representatives  with whom  Seller has  entered  into a contract  or  agreement.
During such period and through the date hereof,  no such customer or independent
representative has canceled or otherwise terminated its relationship with Seller
or  decreased  materially  its usage or purchase of the  products or services of
Seller,  except for changes in customer  relationships that have occurred in the
ordinary  course of business.  To the  knowledge of Seller,  no such customer or
independent  representative  has any plan or intention to  terminate,  cancel or
otherwise modify its relationship  with Seller in a manner that would be adverse
to Seller.

            (t) Labor Relations; Employees. Schedule 3.1(t) sets forth a list of
all  employees  of Seller  employed in the  Business and a schedule of the total
compensation  of each  employee,  including,  but not limited to, base salaries,
commissions,  bonus/incentive pays, stock options and car allowances.  Seller is
not  delinquent  in payments to any of its  employees  for any wages,  salaries,
commissions, bonuses or other direct compensation for any services performed for
it to the date hereof or amounts  required to be reimbursed  to such  employees.
Seller is in compliance  with all  applicable  laws and  regulations  respecting
labor, employment, fair employment practices,  worker's compensation,  terms and
conditions  of  employment,  and  wages  and  hours.  There  are no  charges  of
employment discrimination or unfair labor practices, claims by employees against
Seller  or  strikes,  slowdowns,  stoppages  of  work,  or any  other  concerted
interference  with normal  operations  existing,  pending or to the knowledge of
Seller,  threatened  against or involving  Seller or the  Business.  No question
concerning  representation  exists with  respect to the  employees of Seller and
Seller is not aware of any  organizational  activity.  No collective  bargaining
agreement is in effect or is currently  being, or is about to be,  negotiated by
Seller.  No  independent  contractors  have been  utilized by Seller in provided
services to its customers with respect to the Business.  Seller has not violated
the WARN Act or any similar state or local legal requirement.  During the ninety
(90) day period prior to the date of this Agreement,  Seller has terminated zero
(0) employees.


                                      E-80
<PAGE>
                                                                    Exhibit 10.1


            (u)  Other   Agreements.   There  are  no  material   agreements  or
arrangements  relating to the Business not disclosed in any Schedule hereto,  to
which Seller,  any affiliate of Seller, or any individual  currently or formerly
serving as director or officer of Seller, is a party.

            (v) Copies of Documents.  Seller has made  available for  inspection
and  copying  by Buyer  and their  counsel  true and  correct  copies of (i) all
documents referred to in this Section 3.1 including,  without limitation,  those
referred to in the Schedules delivered to Buyer pursuant to this Agreement,  and
(ii) all other corporate books and records including,  without  limitation,  all
stock record books, all minutes of shareholders' and directors' meeting, and all
consents in lieu of such meetings, which books and records accurately record all
action taken by Seller and Board of Directors of Seller and  committees  thereof
from the date of organization of Seller through the date hereof.

            (w)  Disclosure  of Material  Information  and  Potentially  Adverse
Developments.  Seller has  reported  to Buyer any and all  information  of which
Seller and any officers and directors of Seller has knowledge as to  potentially
adverse  factors in the  Business,  other than  factors  affecting  the industry
generally.  The  representations,  warranties and  statements  contained in this
Agreement and in the Certificates, Exhibits and Schedules delivered by Seller to
Buyer  pursuant to this  Agreement,  when taken  together,  do not and shall not
contain any untrue  statement of a material  fact, and do not and shall not omit
to state a material fact required to be stated  therein or necessary in order to
make such  representations,  warranties or statements not misleading in light of
the circumstances in which they were made.

            (x) Knowledge.  All  references to "knowledge"  herein shall mean in
the case of Crotts, Crotts' actual knowledge after reasonable investigation, and
in the case of Seller, Seller's actual knowledge of its executive officers after
reasonable investigation.

            (y)  Disclosure.  Neither this  Agreement nor any written  document,
certificate  or  statement  furnished  by or on  behalf  of  Seller  to Buyer in
connection  with  the  transactions  contemplated  hereby  contains  any  untrue
statement  of material  fact  necessary in order to make the  statements  in the
circumstance  under which they were made not misleading.  There is no fact which
materially and adversely  affects,  or will materially and adversely affect, the
financial  condition of Seller or the  Business  which has not been set forth in
this Agreement, or in the other documents, certificates and statements furnished
to  Buyer  by or on  behalf  of  Seller  in  connection  with  the  transactions
contemplated hereby.

      3.2 Buyer's Warranties and Representations.  Buyer represents and warrants
to Seller as follows:

            (a)  Organization.  Buyer  is  an  entity  duly  organized,  validly
existing and in good standing  under the laws of the State of Kansas and has all
requisite  corporate authority to carry on its business as is now carried on and
enter into this Agreement.

            (b) Validity of  Agreement.  All  corporate or action on the part of
Buyer necessary for the  authorization,  execution,  delivery and performance of
this  Agreement  by Buyer,  including  but not  limited to, the  performance  of
Buyer's  obligations  hereunder  has been  taken  or will be taken  prior to the
Closing. This Agreement,  when executed and delivered by Buyer, shall constitute
the valid and binding  obligation of Buyer  enforceable  in accordance  with its
terms.


                                      E-81
<PAGE>
                                                                    Exhibit 10.1


      3.3  Survival of  Representations  and  Warranties.  All of  Seller's  and
Buyer's representations and warranties set forth herein shall be true as of, and
survive, the Closing.

                                   ARTICLE 4
                           CLOSING; CLOSING DELIVERIES

      4.1 Closing. The closing ("Closing") shall occur on the 31st day of March,
2005,  which date may be extended  for an  additional  30 days,  in Buyer's sole
discretion (the "Closing  Date").  The Closing shall take place at such time and
place as the parties to this Agreement shall agree.

      4.2 Buyer's  Deliveries.  On the  Closing  Date,  Buyer  shall  deliver to
Seller:

            (a) A wire  transfer in an amount equal to Four Hundred  Thirty Five
Thousand Dollars ($435,000).

            (b) An executed  Promissory  Note in the amount of Two Hundred Forty
Thousand Dollars ($240,000).

            (c) Anything else  reasonably  contemplated  by this Agreement to be
delivered at the Closing in order to transfer the Assets to Buyer.

      4.3 Seller's  Deliveries.  On the Closing  Date,  Seller shall  deliver to
Buyer:

            (a) The Bill of Sale.

            (b) Uniform  Commercial Code Termination  Statement(s)  necessary to
eliminate  any security  interest in the Assets that may be required in order to
deliver to Buyer good and marketable title to the Assets as provided herein.

            (c)  Resolutions,  of  the  directors  and  shareholder  of  Seller,
certified by the secretary of Seller, approving the transactions contemplated by
this Agreement.

            (d) All third  party  consents,  in form  reasonably  acceptable  to
Buyer,  necessary  or  desirable to transfer  good and  marketable  title to the
Assets to Buyer; and

            (e) Anything else  reasonably  contemplated  by this Agreement to be
delivered at the Closing in order to transfer the Assets to Buyer.

      4.4 Crotts'  Deliveries.  On the Closing  Date,  Crotts  shall  deliver to
Buyer:

            (a) An  employment  agreement  executed  by  Crotts  in the  form of
Exhibit  C  attached   hereto  and  fully   incorporated   herein   ("Employment
Agreement").


                                      E-82
<PAGE>
                                                                    Exhibit 10.1


                                   ARTICLE 5
                        COVENANTS; CONDITIONS TO CLOSING

      5.1 Seller's Covenants

            (a)  Access  to  Information.  From  the date of  execution  of this
Agreement to the Closing, Seller will allow Buyer, its professional advisors and
other  representatives  access during normal  business hours to the  properties,
books, records, contracts and commitments and all such information and documents
relating to Seller's  operation of the Business as Buyer,  Buyer's  professional
advisors and other representatives  reasonably request.  Buyer, its professional
advisors and other  representatives will keep confidential  information received
concerning  Seller's operation of the Business.  If this Agreement is terminated
prior to the Closing,  Buyer will  promptly  return to Seller all  documents and
other written materials pertaining to the Business.

            (b) Tax Clearances. If requested by Buyer, Seller shall apply for an
Official Tax Clearance Letter from the Kansas  Department of Revenue,  Secretary
of State  and any other  governmental  agency  having  the power to impose a tax
which is or may  become  a lien on the  Assets  and  diligently  prosecute  such
applications until such certificates have been obtained.

            (c) Bulk Sale Compliance.  If requested by Buyer,  Seller shall take
the steps  necessary  to record and  publish  notice of  intended  transfer  and
otherwise comply with applicable Bulk Sales Law.

            (d)  Conduct of the  Business.  During the  period  between  Buyer's
execution  and tender of this  Agreement  and the  Closing  Date,  Seller  shall
conduct the Business  strictly in  accordance  with past practice and shall not,
without the prior written consent of Buyer:

                  (i)  merge or  consolidate  with any  third  party or  acquire
assets  or the  business  of any other  third  party  (other  than  purchase  of
inventory  in  the  ordinary  course  of  the  Business   consistent  with  past
practices):

                  (ii) sell, lease,  license,  encumber,  transfer, or otherwise
dispose of any Assets except (i) pursuant to Contracts or  commitments  existing
as of the  date of  this  Agreement,  and  (ii) in the  ordinary  course  of the
Business consistent with past practices;

                  (iii)  enter  into or  terminate  any  Contracts,  or amend or
otherwise  change in any material  respect the terms thereof in a manner adverse
to the Business or the Assets; or

                  (iv) agree or commit to do any of the foregoing.

      5.2 Conditions Precedent to Closing.

            (a) Conditions to Seller's Obligations. Seller's obligations to make
the deliveries at the Closing are subject to each of the following conditions:


                                      E-83
<PAGE>
                                                                    Exhibit 10.1


                  (i) Buyer  shall have  performed  and  complied  with each and
every covenant on Buyer's part to be performed  which,  by its terms, is capable
of performance before the Closing.

                  (ii)  All of  the  representations  and  warranties  of  Buyer
contained  herein  shall  continue  to be true and correct at the Closing in all
material respects.

                  (iii) Buyer shall have  delivered,  or be prepared to deliver,
all cash and documents required by Buyer to be delivered at the Closing.

                  (iv) Seller may waive any condition  specified in this Section
5.2(a)  provided  that such  waiver  shall be in  writing,  signed by Seller and
delivered at or prior to the Closing.

            (b) Conditions to Buyer's Obligation.

                  (i) Seller shall have  performed  and  complied  with each and
every covenant on Seller's part to be performed  which,  by its terms is capable
of performance before the Closing;

                  (ii) The representations and warranties of Seller set forth in
ARTICLE 3 or  elsewhere  in this  Agreement  shall be true and correct as of the
Closing Date.

                  (iii)  Seller  shall  have  procured  all of the  third  party
consents,  approvals and authorizations that Buyer, in their sole and reasonable
discretion,  shall  consider  necessary or  appropriate  in connection  with the
Transactions.

                  (iv) Buyer shall have completed its due diligence with respect
to the  Assets  and the  Business,  including,  but not  limited  to,  a Phase 1
environmental site assessment and if necessary more thorough  environmental site
assessments,  and the results of its due diligence shall have been determined by
Buyer, in its sole and absolute discretion, to be satisfactory.

                  (v)  No  action,  suit  or  proceeding  shall  be  pending  or
threatened before any court of judicial, quasi-judicial or administrative agency
of any federal,  state,  local or foreign  jurisdiction or before any arbitrator
wherein an unfavorable  injunction,  judgment,  order, decree,  ruling or charge
would  or  could,  in the  sole  and  absolute  opinion  of  Buyer  (i)  prevent
consummation of any of the  Transactions,  (ii) cause any of the Transactions to
be rescinded following  consummation (and no such injunction,  judgment,  order,
decree,  ruling,  or charge shall be in effect),  or (iii) affect  adversely the
right of Buyer to own the Assets or to operate the Business;

                  (vi) Seller shall have delivered to Buyer a certificate to the
effect that each of the conditions specified above in Section 5.2(b)(i)-(iii) is
satisfied in all respects;

                  (vii) Buyer shall have  received all  Schedules  referenced in
ARTICLE 1 and ARTICLE 3 updated  through the Closing Date, all of which shall be
satisfactory in all respects to Buyer;


                                      E-84
<PAGE>
                                                                    Exhibit 10.1


                  (viii) Buyer may waive any condition specified in this Section
5.2(b)  provided  that  such  waiver  shall be in  writing,  signed by Buyer and
delivered at or prior to the Closing.

                                   ARTICLE 6
                                    EMPLOYEES

      6.1  Employees.  Seller shall be  responsible  for all unpaid earned wages
(including  unpaid accrued vacation  benefits) and  unreimbursed  expenses which
were  incurred  on or before the Closing  Date and shall pay such unpaid  earned
wages and  unreimbursed  expenses on the date of the  Closing.  Seller  shall be
liable for any  workers'  compensation  claim,  or claim  made for  work-related
injuries or illnesses which pertains to injuries or illnesses occurring prior to
or on the Closing Date.

      6.2 Employee  Benefit  Plans and COBRA.  Buyer is under no  obligation  to
continue any of Seller's  employee  benefit plans (within the meaning of Section
3.3 ERISA) nor is Buyer  obligated to replace any such plans.  Seller shall have
the sole  responsibility  and  obligation  for  complying  with the health  care
continuation  coverage  requirements of Internal  Revenue Code ("Code")  Section
162(k) and Section 601 et seq. of ERISA  ("COBRA") that are applicable to any of
Seller's   employees  and  shall  be  solely  responsible  for  providing  COBRA
continuation  coverage to any persons  entitled to such  coverage in  connection
with any health plan sponsored by Seller.

                                   ARTICLE 7
                            COVENANTS NOT TO COMPETE

      7.1 Covenant Not to Compete.

            (a) Restrictions on Competitive Activities. In consideration for the
agreements of Buyer in connection with the sale and purchase of the Assets,  and
other good and valuable  consideration,  Seller and Crotts  acknowledge that the
Business  has  uniquely  valuable  and  proprietary  information  that  would be
competitively  unfair  to make  available  to any  competitor  of  Buyer  as the
acquirer of the Assets.  For this and other  reasons,  and as an  inducement  to
Buyer to enter into this Agreement, Seller and Crotts agree that for a period of
five (5) years after the Closing Date,  Seller and Crotts shall not, directly or
indirectly,  for  their  own  benefit  or as  agent  for  another,  carry  on or
participate in the ownership,  management or control of, or the financing of, or
be  employed  by, or consult or  otherwise  render  services  to, or allow their
respective  names or reputations to be used in or by any other present or future
business  enterprise  that  directly or  indirectly  competes  with Buyer in any
business  activity  similar  to any  business  activity  comprising  part of the
Business being acquired by Buyer in Finney County or in the State of Kansas.

            (b) Exceptions.  Nothing  contained  herein shall limit the right of
Crotts as investor to hold and make investments in securities of any corporation
or limited  partnership that is registered on a national  securities exchange or
admitted  to  trading  privileges  thereon  or  actively  traded in a  generally
recognized  over-the-counter  market,  provided the equity  interest  therein of
Crotts in the  aggregate  does not exceed one  percent  (1%) of the  outstanding
shares or interests in such corporation or limited partnership.


                                      E-85
<PAGE>
                                                                    Exhibit 10.1


            (c) Restrictions on Soliciting  Employees.  To protect Buyer against
any  efforts  by  Seller  and/or  Crotts  to cause  former  employees  of Seller
subsequently employed by Buyer in the Business acquired from Seller to terminate
their  employment,  Seller and Crotts  agree that for a period of five (5) years
following  the  Closing  Date,  each of Seller and Crotts  will not  directly or
indirectly,  (i) induce any such  employee of Buyer to leave the employ of Buyer
or to accept any other employment  position,  or (ii) assist any other entity in
hiring any such employee.

            (d)  Nondisclosure  of Propriety Data.  Seller,  Crotts,  nor any of
their  respective  agents or  representatives,  shall, at any time, make use of,
divulge or otherwise disclose, directly or indirectly, any trade secret or other
proprietary  data (including,  but not limited to, any customer list,  record or
financial information) concerning the Assets (including, but not limited to, the
Business)  acquired  by  Buyer  hereunder  that  Seller  or any  such  agent  or
representative may have learned prior to the Closing.

            (e) Special  Remedies and  Enforcement.  Seller  recognize and agree
that a breach by Seller  and/or Crotts of any of the covenants set forth in this
section could cause  irreparable harm to Buyer,  that Buyer's remedies at law in
the event of such breach would be inadequate, and that accordingly, in the event
of any such  breach a  restraining  order or  injunction  or both may be  issued
against  Seller and/or Crotts in addition to any other rights and remedies which
are available to Buyer.  If this Section is more  restrictive  than permitted by
applicable  law,  this Section  shall be limited to the extent  required by such
law.

                                   ARTICLE 8
                                 INDEMNIFICATION

      8.1 Seller's and Crotts'  Indemnity.  Seller and Crotts shall  jointly and
severally  indemnify,  defend and hold harmless  Buyer,  its assigns,  and their
respective   officers,   directors,   shareholders,    employees,   agents   and
representatives  (collectively "Buyer Indemnitees") against all damages, claims,
liabilities,  losses and other expenses, including without limitation reasonable
attorneys'  fees and  costs,  whether or not a lawsuit  or other  proceeding  is
filed,  that arise out of: (i) Seller's  operation of the Business or use of the
Assets; (ii) Seller's operation of any other business or any other transactions,
including  without  limitation all activities  and  transactions  related to the
Aircraft,  whether  prior to or  following  the Closing  Date;  (iii) a material
breach of any obligation,  representation,  warranty, covenant or agreement made
by Seller in this  Agreement,  or any  material  representation  or  warranty by
Seller contained herein,  in any document  furnished or required to be furnished
pursuant to this  Agreement by Seller to Buyer or any of their  representatives,
or in any documents  furnished to Buyer in connection with the Closing hereunder
being false; (iv) any violations of COBRA,  ERISA, the Code or any other federal
or state law arising as a result of the termination of any of Seller's employees
as a result of the purchase of the Assets; (v) any use, spill,  release,  escape
or presence of Hazardous Materials in or about any real property used, leased or
owned by Seller;  (vi) any  violations  of  Environmental  Laws  arising  out of
Seller's  operation of the Business or  otherwise  arising  prior to the Closing
Date;  and  (vii)  cost and  expenses  (including  reasonable  attorneys'  fees)
incurred by Buyer in  connection  with any  action,  suit,  proceeding,  demand,
assessment or judgment  incident to any of the foregoing.  Seller and/or Crotts,
as the case may be, shall have exclusive  control over the settlement or defense
of such  claims or  actions,  except  that Buyer  Indemnitees  may appear in the
action,  at their own expense,  if such  parties  reasonably  determine  that an
actual conflict of interest would exist by Seller's representation of such Buyer
Indemnitees  and Seller  and/or  Crotts in such action.  In the event Seller and
Crotts  fail to  promptly  indemnify  and defend  such  claims  and/or pay Buyer
Indemnitees'  expenses,  as provided above,  each of the Buyer Indemnitees shall
have the right to defend  itself,  and in that case,  Seller  and  Crotts  shall
jointly  and  severally  reimburse  such  Buyer  Indemnitees  for  all of  their
attorneys' fees, 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 Seller and Crotts incurred pursuant
to this Section 8.1 against any debt or other monetary obligation owed to Seller
and Crotts.


                                      E-86
<PAGE>
                                                                    Exhibit 10.1


      8.2 Buyer's  Indemnity.  Buyer shall  indemnify,  defend and hold harmless
Seller, its assigns,  and their respective  officers,  directors,  shareholders,
employees,  agents  and  representatives   (collectively  "Seller  Indemnitees")
against all damages, claims, liabilities,  losses and other expenses,  including
without  limitation  reasonable  attorneys'  fees and  costs,  whether  or not a
lawsuit or other proceeding is filed, that arise out of: (i) Buyer's  operations
of the Business or use of the Assets following the Closing Date, but only to the
extent any such damages, claims,  liabilities,  losses and other expenses do not
arise from or are not  otherwise  related to events  taking  place  prior to the
Closing or are not otherwise  indemnified by Seller in Section 8.1 above; (ii) a
material  breach  of  any  obligation,  representation,  warranty,  covenant  or
agreement made by Buyer in this  Agreement,  or any material  representation  or
warranty by Buyer contained herein, in any document  furnished or required to be
furnished  pursuant  to  this  Agreement  by  Buyer  to  Seller  or  any  of its
representatives,  or in any documents furnished to Seller in connection with the
Closing hereunder being false; and (iii) cost and expenses (including reasonable
attorneys'  fees)  incurred  by  Seller in  connection  with any  action,  suit,
proceeding,  demand,  assessment or judgment  incident to any of the  foregoing.
Buyer shall have exclusive control over the settlement or defense of such claims
or actions,  except that Seller  Indemnitees may appear in the action,  at their
own expense,  if such parties  reasonably  determine that an actual  conflict of
interest would exist by Buyer's  representation  of such Seller  Indemnitees and
Buyer in such action. In the event Buyer fails to promptly  indemnify and defend
such claims and/or pay Seller Indemnitees'  expenses, as provided above, each of
the Seller  Indemnitees shall have the right to defend itself, and in that case,
Buyer shall reimburse such Seller  Indemnitees for all of their attorneys' fees,
costs and damages  incurred in settling or defending  such claims  within thirty
(30) days of each of such parties' written requests.

      8.3  Contrary  Intentions.  The  foregoing  indemnities  shall be  payment
obligations and not merely reimbursement  obligations,  it being understood that
Crotts,  Seller  and Buyer  have a  "contrary  intention"  with  respect  to the
provisions of paragraph 2 of Section 2778 of the California Civil Code.


                                      E-87
<PAGE>
                                                                    Exhibit 10.1


                                   ARTICLE 9
                                  MISCELLANEOUS

      9.1  Relationship  of  Parties.  With  respect to this  Agreement  and the
Transactions  contemplated  hereby, the relationship between the parties is only
that of a seller and buyer.  With respect to this Agreement and the Transactions
contemplated hereby, neither Buyer on the one hand nor Seller and Crotts, on the
other hand, is the agent or legal representative of the other party, and neither
party has the right or authority to bind the other party in any way.

      9.2 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 Seller 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.

If to Seller:
Central Plains Aviation, Inc
2145 South Air Service Road
Garden City, Kansas 67846

If to Buyer:                                With a copy to:
F B O Air - Garden City, Inc.               Eli Mansour, Esq.
9087 East Charter Oak                       Luce Forward Hamilton & Scripps, LLP
Scottsdale, Arizona 85260                   11988 El Camino Real, #200
                                            San Diego, California 92130
If to Crotts:
3575 Golden Crest
Garden City, Kansas 67846

      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.

      9.3 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.


                                      E-88
<PAGE>
                                                                    Exhibit 10.1


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

            (c) All parties  irrevocably submit to the jurisdiction of the state
and federal courts located in San Diego, California 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 San Diego, California.

      9.4 Assignability.  Seller may not assign, encumber or in any way transfer
or delegate any interest,  right or duty under this Agreement  without the prior
written consent of the Buyer, which consent may be withheld for any reason or no
reason.  Buyer may  assign  this  Agreement  without  consent  to any  direct or
indirect subsidiary or other affiliate of Buyer.

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

      9.6 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.

      9.7 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.

      9.8  Attorneys'  Fees.  In the  event  a  dispute  arises  regarding  this
Agreement,  the  prevailing  party shall be  entitled to recover its  reasonable
attorneys' fees and costs, in addition to other relief to which it is entitled.

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

      9.10 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.

      9.11  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.

      9.12  Confidentiality.  Each of Buyer, Crotts and Seller shall maintain in
confidence  and shall cause their  respective  officers,  directors,  employees,
advisors  and agents to  maintain  in  confidence  any  information  obtained in
confidence  from any  other  party  hereto  and,  at the  request  of any  party
disclosing such information,  shall return such information  immediately if this
Agreement is terminated for any reason.


                                      E-89
<PAGE>
                                                                    Exhibit 10.1


      9.13  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.

      9.14  Representation.  Seller and Crotts  warrant  and  represent  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
Seller, and that Seller and Crotts fully understand the terms of this Agreement.

      9.15 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.

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

Central Plains Aviation, Inc.             F B O Air - Garden City, Inc.


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

Name: Jon A. Crotts                       Name: Ron Ricciardi
      -----------------------------       ------------------------------

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


Jon A. Crotts
----------------------------------


                                      E-90