Exhibit 10.2
                                  ------------








                            Groen Brothers Aviation's

                                AMERICAN AUTOGYRO

                         AUTHORIZED DEALERSHIP AGREEMENT










                                   V-08-23-05





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                              DEALERSHIP AGREEMENT

         THIS AGREEMENT is made and entered into this _____ day of  ___________,
_________,  by and between Groen Brothers Aviation, dba American Autogyro a Utah
corporation  (hereinafter  "AA")  and   _______________________________________,
(hereinafter   "DEALER").   IN  CONSIDERATION  of  the  mutual  promises  herein
contained, the parties agree as follows:

1. Definitions.
   ------------

         a.   "AA Products" means components,  parts, supplies or materials sold
              by AA, which may or may not be produced,  designed or manufactured
              by AA,  that  a  Purchaser  may  use  in  the  construction  of AA
              Aircraft, AA Aircraft kits, or finished AA Aircraft.
         b.   "AA Aircraft" means aircraft sold by AA in kit or completed form.

         c.   "Agreement"  means  this  DEALERSHIP  AGREEMENT  and the  attached
              Exhibit A.
         d.   "Authorized  AA  Dealer"  means  those  persons or  entities  that
              execute a counterpart  of this  Agreement and such  counterpart is
              accepted and executed by AA. The person or entities  executing the
              accepted  counterpart of this Agreement shall remain an Authorized
              AA Dealer until such time as the Agreement is terminated.
         e.   "Initial  Contract Term" means a (3) year period  beginning on the
              date of the execution of this Agreement.
         f.   "Commission" means the amount of money due to the DEALER resulting
              from the sale of AA Aircraft and AA Products.
         g.   "Final Payment" means the last payment made to AA for the purchase
              of AA Aircraft and AA Products,  including but not limited to, all
              components,  add-ons,  equipment, paint, radios, taxes, government
              fees, crating and applicable shipping expenses.
         h.   "Purchaser"  means any Dealer,  person,  group or corporation that
              buys AA Aircraft or AA Products from AA.
         i.   "Broker" means an independent  contractor,  not an employee of AA.
              Broker  shall  be  an  intermediary  between  AA  and  prospective
              customers,  and  acts  as a sales  agent  for AA  Aircraft  and AA
              Products.
         j.   "Material Breach" means the Dealers willful disregard of the terms
              of this agreement, or in AA's opinion,  commits fraudulent acts or
              intent, or is the subject of a bankruptcy order.

2. DEALER Status.
   --------------

         a.   DEALER  shall  function as a Broker for AA, and shall,  within the
              constraints of paragraph 5 below, using AA approved material,  use
              its best efforts to  advertise,  promote,  and solicit sales of AA
              Aircraft and AA Products.
         b.   The  DEALER  shall be an  Authorized  AA  Dealer  for the  Initial
              Contract Term.
         c.   It is understood and agreed that DEALER enters into this Agreement
              as an independent contractor acting on its own account as a Broker
              for AA Aircraft and AA Products.
         d.   Nothing herein  contained shall be construed to imply DEALER is an
              agent, partner, or employee of AA.
         e.   AA acknowledges  that DEALER has full right to market the products
              of  other  manufacturers  simultaneous  with the  exercise  of the
              rights and obligations pursuant to this Agreement.
         f.   DEALER is not permitted to enter into contracts on behalf of AA.

3. Acknowledgements by DEALER.
   ---------------------------

         Not  withstanding paragraph 4 below, it is understood and agreed that:
         a.   AA  maintains  its right to  market  and sell AA  Aircraft  and AA
              Products directly to all purchasers.
         b.   AA will  exclusively  handle all  domestic  and  foreign  military
              sales.

4. DEALER Authority.
   -----------------

         At such time as AA  receives  a signed  counterpart  of this  Agreement
         together  with bank  verified  receipt of funds for AA Aircraft  and AA
         Products as stated in paragraph  4a,  DEALER is appointed an Authorized
         AA Dealer based at
         ________________________________________________________
         ________________________________________________________
         (airport or city).

         a.   Initial  Aircraft Order.  Based upon the DEALER location stated in
              paragraph  4,  DEALER  shall  pre-pay AA in full for  ________  AA
              Aircraft  and AA  Products as detailed on Exhibit A. The price for
              each AA Aircraft shall be $ ______________  for a total payment of
              $_________________  as shown on  Exhibit  A. Upon  receipt  of the
              Initial AA Aircraft Order payment and written  approval by AA, the
              DEALER shall become an AA Authorized Dealer.

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         b.   DEALER  within the  constraints  of  paragraph  5 below,  using AA
              approved material, shall be authorized to advertise,  promote, and
              Broker AA Aircraft and AA Products for the Initial  Contract  Term
              of this Agreement.
         c.   It  is   understood   and  agreed  that  the  AA   dealership   is
              non-exclusive.  However,  AA will not allow another  Authorized AA
              Dealer to establish a sales office or build center in the DEALER's
              appointed  area  described  in  paragraph  4,  during the  Initial
              Contract Term.

5. Limitations on DEALER Authority.
   --------------------------------

         a.   DEALER shall not advertise the AA Aircraft and AA Products without
              first  obtaining  written  approval from AA concerning the script,
              form and content of the advertisement.
         b.   DEALER  shall  not  make  any  oral  or  written   representations
              concerning AA Aircraft and AA Products which are inconsistent with
              or in  excess  of  the  representations,  manuals,  brochures  and
              materials   provided   by  AA   including   but  not  limited  to,
              presentations  about  AA  Aircraft  or  AA  Product   performance,
              limitations of performance, warranty, and product support.
         c.   DEALER is not an employee, agent, or partner of AA, and can not in
              any way legally bind or enter into any  agreement for or on behalf
              of AA.
         d.   Dealer may not establish a sales office or build center outside of
              the area  described in  paragraph  4, without the express  written
              consent of AA.

6. Unauthorized Sales.
   -------------------

         It is  understood  and agreed  between the parties that any attempts to
         influence  the  Purchaser  to acquire AA Aircraft and AA Products at an
         effective  price less than the current AA  publicized  sales price,  by
         offering:

         a.   Consideration other than cash,
         b.   Acceptance of goods or services in lieu of cash,
         c.   Provide rebates or quantity  discounts to Purchaser not authorized
              in  writing by AA,  shall  constitute  a  Material  Breach of this
              Agreement and shall  provide AA with the option to terminate  this
              Agreement.
         d.   DEALER is not authorized to sell AA Aircraft or AA Products to any
              US Federal  Agency,  or other  government or  governmental  agency
              outside the United States.

7. Use of Gyroplane Customer Sales Agreements.
   -------------------------------------------

         In  performance  of its  obligation  to  advertise,  promote,  solicit,
         arrange,  facilitate  and close sales of AA Aircraft and AA Products on
         behalf of AA, DEALER shall use the Customer Sales  Agreement form which
         is attached hereto as Exhibit A and  incorporated  herein by reference.
         At such time as DEALER obtains a signed  Customer  Sales  Agreement and
         check written out to AA, DEALER shall immediately forward both to AA. A
         Customer  Sales  Agreement  shall be executed by AA upon receipt of the
         Customer  Sales  Agreement  and bank  verified  receipt  of  applicable
         cleared funds.

8. Delivery of AA Aircraft and AA Products.
   ----------------------------------------

         a.   AA  Aircraft  and AA  Products  shall  be  delivered,  as they are
              available.
         b.   Deliveries  shall be in the order in which funds and the  Customer
              Sales Agreement are executed by AA in accordance with paragraph 7.
         c.   AA  Aircraft  and AA  Products  shall  not be  delivered  until AA
              receives  bank  verification  that  cleared  funds  for the  Final
              Payment have been received.
         d.   Purchaser  shall be responsible for all freight and delivery costs
              incurred in delivering the AA Aircraft and AA Products from the AA
              factory to the Purchaser.
         e.   Prior to delivery,  Purchaser shall make Final Payment and pay for
              any  additional  AA Products  ordered by Purchaser  that are to be
              shipped with the AA Aircraft.

9. Commission Payments.
   --------------------

         a.   DEALER shall  receive a commission  on the bank  verified  cleared
              funds  received by AA arising  from the sale of AA Aircraft and AA
              Products where the DEALER has acted as the Broker.
         b.   Commission  will be  paid to the  DEALER  for AA  Aircraft  and AA
              Products sales only, and will not be paid for services provided by
              AA including, but not limited to: maintenance,  services, repairs,
              flight and ground training, engineering, design, flight and ground
              testing.
         c.   Commission payments shall be paid within 10 days of the receipt of
              bank notification to AA that the cleared funds have been received.
              The  Commission  Payments  percent  increases  as each sales level
              shown below is met  regardless  of the time it takes to reach each
              sales level.  Once a DEALER's sales reach a level shown below, the
              Commission remains at the corresponding level until a higher level
              is reached.

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                         DEALER Sales Commission Payment

     Initial Dealer Commission - 10%        - With purchase of DEALERS  aircraft
     Upon Sale of First Aircraft            - 12% Upon Completion of
     DEALER Aircraft and GBA Approved CFI   - 15% Commission Amount

         d.   In the  event  two or more  Dealers  work  as a  Broker  with  one
              Purchaser,  the commission  shall be paid by AA to the Dealer that
              writes  and  submits  the  Customer  Sales   Agreement  to  AA  in
              accordance with paragraph 7.

10. Warranty.
    ---------

         No  warranty  on  AA  Products  is  expressed  or  implied,  except  as
         specifically  stated in the Customer Sales  Agreement  which may change
         from time to time.  It is agreed that AA will not be liable for special
         or consequential damages caused by any of AAI Products. DEALERS are not
         authorized to offer or imply any warranty other than that  specifically
         noted in the Customer Sales Agreement.

11. Sales Representative.
    ---------------------

         DEALER may appoint Sales  Representatives to assist DEALER to Broker AA
         Aircraft and AA Products as described in paragraph 4, however:

         a.   No person may represent Dealer with AA Aircraft and AA Products as
              a Sales  Representative  until they have completed sales training,
              and have been approved in writing by AA.
         b.   DEALER acknowledges that Sales Representative is a contractor with
              DEALER, not AA.
         c.   Sales  Representatives  are not employees,  agents, or partners of
              AA, and can not in any way enter into  agreements for or in behalf
              of AA.
         e.   Sales   Representatives   shall  not  make  any  oral  or  written
              representations  concerning AA Aircraft and AA Products  which are
              inconsistent  with or in excess of the  representations,  manuals,
              brochures and  materials  provided by AA including but not limited
              to,  presentations about AA Aircraft and AA Products  performance,
              limitations of performance, warranty, and product support.
         f.   Dealer  Acknowledges  that  his  Sales   Representatives   receive
              commissions from Dealer, not AA.

12. Training of Sales Representatives.
    ----------------------------------

         a.   AA  shall  provide   qualified  persons  trained  in  the  design,
              operation,  function and  limitations  of the gyroplane to conduct
              sales training of the AA DEALER's Sales Representative.
         b.   AA shall not be  responsible  for Sales  Representatives  expenses
              associated with training. If not paid by the Sales Representative,
              DEALER  shall be  solely  responsible  for  Sales  Representatives
              expenses  including  travel,   hotel,  meals  and  other  expenses
              incurred by their Sales  Representatives while attending training.
              If not paid by the  Sales  Representative,  DEALER  shall  also be
              responsible  for the costs  billed by AA for  expenses  associated
              with AA ground and flight  training  of Sales  Representatives  if
              such training is requested by DEALER.

13. Training of Certified Flight Instructors.
    -----------------------------------------

         a.   AA shall provide FAA Certified Flight  Instructors (CFI) qualified
              to train DEALER's gyroplane flight instructors.
         b.   All persons  identified by DEALER as potential  CFI's that will be
              conducting  flight  training in AA  Aircraft  shall be required to
              obtain the FAA Gyroplane CFI Certification.
         c.   DEALER shall be solely  responsible for the costs billed by AA for
              ground  and flight  training  and tests,  in  addition  to travel,
              hotel, meals and other accommodations  incurred by their personnel
              attending training.
         d.   Prior to conducting flight training in AA Aircraft, those who have
              successfully  obtained the FAA Gyroplane CFI rating must also pass
              a flight test conducted by an AA Gyroplane CFI check pilot.

14. Misrepresentation.
    ------------------

         a.   It  is  understood  and  agreed  that  any  statements  by  Dealer
              regarding   AA  Aircraft   and  AA   Products,   performance   and
              specifications  other  than  those  in the AA  printed  materials,
              dealer  book,  or web page,  are not  authorized  by AA,  and that
              misrepresentation  of  this  information  constitutes  a  Material
              Breach of this Agreement.

         b.   Misrepresentation of AA Aircraft and AA Products and services by a
              Sales   Representative  may  also  constitute  a  breach  of  this
              Agreement,  and shall  provide AA with the  option to  immediately
              withdraw the Sales  Representatives  right to sell AA Aircraft and
              AA Products.

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<PAGE>

15. Demonstrator Aircraft and Certified Flight Instructor.
    ------------------------------------------------------

         a.   The DEALER shall have an AA Gyroplane available for inspection and
              demonstration and for training prospective Purchasers.

         b.   The Dealer  shall have at least one AA approved  Certified  Flight
              Instructor within 6 months of the execution of this agreement.

16. Modification of Aircraft
    ------------------------

         DEALER  may not  modify  the  SparrowHawk  kit  without  prior  written
         approval  from GBA. If a DEALER  desires to modify an AA kit  aircraft,
         regardless  of how minor,  the request  must be submitted in writing to
         AA.  Each  component  on  the  aircraft   interfaces  with  many  other
         components.  This relationship is not always apparent without a careful
         engineering review.

17. Assignment.
    -----------

         DEALER shall not assign,  transfer or sell any of the rights  stated in
         this Agreement without the prior written consent of AA.

18. Termination of Agreement.
    -------------------------

         a.   Either  party may cancel this  Agreement  at any time with 30 days
              written notice.
         b.   Obligations  regarding  delivery of product  owed,  or payment for
              product owed shall survive termination.
         c.   The DEALER shall receive the Commission as defined in Section 9 of
              this  Agreement,  for AA Aircraft  and AA  Products  sold prior to
              termination of this agreement.
         d.   In no event,  shall AA be  responsible  to pay  sales  commissions
              prior to receipt of bank  verified  cleared  funds for AA Aircraft
              and AA Products sold in accordance with paragraph 7.
         e.   In no event,  shall AA be responsible to pay sales  commissions to
              DEALER  for the sale of AA  Aircraft  and AA  Products,  for sales
              executed, after termination of this Agreement.
         f.   In the event of a Material Breach of this agreement, AA shall have
              the right to immediately terminate this Agreement.

19. Remedies.
    ---------

         It is understood and agreed between the parties that in the event AA is
         unable to perform its  obligation  as outlined in this  Agreement,  the
         nature and amount of the damages  attributable  to said breach would be
         difficult or impossible to determine. Therefore, the parties agree that
         in the event AA fails to perform  its  obligations  as outlined in this
         Agreement:

         a.   DEALER's  sole  and  exclusive  remedy  shall be  refund  of money
              received as Payment for  undelivered  AA Aircraft  and AA Products
              shown in paragraph 4a.
         b.   DEALER  irrevocably and  unconditionally  waives any and all other
              claims or remedies arising from AA's breach of this Agreement.

20. DEALER's Indemnification.
    -------------------------

         DEALER shall  indemnify  AA, and save AA harmless,  with respect to any
         claims,  causes of  action,  damages or losses  asserted  or alleged by
         third  persons  arising  from acts,  or  failures to act, of the DEALER
         including  DEALER's  failure to collect and pay over to AA  appropriate
         amounts of sales taxes, excise taxes, use taxes,  property taxes or any
         other taxes or assessments.

21. AA's Indemnification.
    ---------------------

         AA shall indemnify  DEALER,  and hold DEALER harmless,  with respect to
         any claims, causes of action,  damages or losses asserted or alleged by
         third persons  arising out of AA Products  designed or  manufactured by
         AA. AA shall not be liable to DEALER for any  special or  consequential
         damages arising out of or in any manner  connected with the indemnified
         claims herein stated.

22. Force Majeure.
    --------------

         AA shall not be liable for any delays or defaults  hereunder  by reason
         of fire, floods,  acts of God, labor disputes,  inability to secure raw
         materials,  acts of  government,  or other causes beyond the reasonable
         control  of  AA.  In  no  event  shall  AA be  liable  for  special  or
         consequential damages.

23. Governing Law.
    --------------

         The rights and  obligations  of the parties  pursuant to this Agreement
         shall be  governed  by the laws of the  State of Utah.  Any  litigation
         commenced by DEALER or AA to enforce the rights and  obligations of any
         party to this DEALER  Agreement shall be filed in the State of Utah. In
         this regard,  DEALER  unconditionally  and  irrevocably  consents to be
         subject  to the  jurisdiction  of the  courts of the State of Utah with
         respect to any litigation  involving the rights and  obligations of the
         parties to this Agreement.

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24. Waiver.
    -------

         The  waiver  of a  specified  breach of any term or  provision  of this
         Agreement,  or an extension of time in which to perform a specific duty
         or obligation  under this  Agreement,  may be made in the discretion of
         either party.  Provided,  however,  that such waiver or extension shall
         apply only to the specific breach or obligation  involved in the waiver
         or  extension  and shall not  constitute a waiver or extension of other
         breaches or duties and obligations under this Agreement.

25. Amendments.
    -----------

         This  Agreement may not be amended  except in writing  executed by duly
         authorized representatives of DEALER and AA.

26. Entire Agreement.
    -----------------

         The  parties  understand  that this  document  constitutes  the  entire
         agreement  between  them and there are no  agreements,  understandings,
         promises or expectations except as contained in this document.

27. Severability.
    -------------

         If any  portion  of this  Agreement  is found  by a court of  competent
         jurisdiction  to be  unenforceable,  such findings shall not effect the
         validity and  enforcement of the remaining terms and provisions of this
         Agreement.

28. Notices.
    --------

         All notices, requests, demands and other communications hereunder shall
         be deemed to have been duly  given,  if  delivered  by hand or  mailed,
         certified or registered mail with postage  prepaid:  If to AA, at: 2640
         West  California  Avenue,  Salt Lake City, Utah 84104,  USA,  attention
         Robin  H.H.  Wilson,  or to such  other  person  and  place as AA shall
         disclose    to    DEALER    in    writing.    If   to    DEALER,    at:
         ___________________________,  attention ___________________________, or
         to such  other  person  and place as  DEALER  shall  disclose  to AA in
         writing.

29. Delay.
    ------

         No delay or failure in the exercise of any power or right shall operate
         as a waiver  thereof or as an  acquiescence  in  default.  No single or
         partial  exercise of any power or right  hereunder  shall  preclude any
         other or further exercise thereof or the exercise of any other power or
         right.

30. Further Action.
    ---------------

         The  parties  hereto  agree to  execute  and  deliver  such  additional
         documents and to take such other and further  action as may be required
         to carry out fully the transaction(s) contemplated herein.

Authorization  of Signatories.  The person executing this Agreement on behalf of
any corporation,  partnership,  limited liability, joint venture or other entity
warrants and  represents  he or she is duly  authorized  by said entity to enter
into this  Agreement for and on behalf of said entity and to bind said entity to
the terms and provisions of this Agreement.  The person executing this Agreement
for  and on  behalf  of AA  warrants  and  represents  that  he or  she is  duly
authorized  by a  resolution  of the  board  of  directors  to enter  into  this
Agreement on behalf of AA and to bind AA to the terms and provisions herein.

31. IN WITNESS  WHEREOF,  the parties have executed  this  Agreement at Buckeye,
    Arizona on the date first above written.

AMERICAN AUTOGYRO                      DEALER

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

By:  _____________________             By:
                                       ---------------------------

Its:  ____________________             Its:
                                       ---------------------------

Date: ____________________             Date: _____________________


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