STOCK PURCHASE AGREEMENT
                            ------------------------

     THIS  IS  AN  AGREEMENT  dated  as of November 1, 2003 by and between Tiger
Aircraft,  LLC, a West Virginia limited liability company ("Tiger") and Aviation
General,  Inc.,  a  Delaware  corporation  ("AGI)

                                   BACKGROUND
                                   ----------

     A. AGI proposes to issue and sell to Tiger, which proposes to buy from AGI,
that  number  of  shares  of  the common stock (the "Stock") of AGI which, after
giving  effect to such sale, will result in Tiger's owning 80% of the issued and
outstanding  shares  of  AGI.  The  shares of Common Stock to be issued and sold
hereunder,  as  more  fully  described  below, are referred to as the "Purchased
Shares".

     B.  The  proposed  sale  is  intended  to  provide  AGI  with capital to be
contributed to its wholly owned subsidiary, Commander Aircraft, Inc., a Delaware
corporation  ("Commander"),  and  is  then  to be used by Commander to funds its
First  Amended Chapter 11 Plan (the "Plan") as filed in certain proceedings (the
"Chapter  Proceedings")  pending  in  the United States Bankruptcy Court for the
District  of  Delaware  (the  "Court") captioned in Re Commander Aircraft, Inc.,
Case  No.  02-13804.

     C.  Pending  confirmation  of  the  Plan,  and  closing of the transactions
contemplated  hereunder,  Tiger has agreed to provide to Commander, as debtor in
possession,  certain financing (the "DIP Financing"). As of the date hereof, the
Court  has  approved $300,000 in DIP Financing, all of which has heretofore been
advanced  in  accordance with the terms of the DIP Financing heretofore approved
by  the  Court;  and  authorized certain Additional DIP Financing as hereinafter
described.

     D.  As  a condition of the sale and issuance of Purchased Shares, Tiger has
agreed  (i)  to  make  certain  additional  DIP  Financing available, subject to
approval  of  the Court; and (ii) to revise certain of the terms of the existing
DIP  Financing,  all  subject  to  necessary  court  approvals.

     NOW  THEREFORE,  in  consideration of the premises and the representations,
warranties,  covenants and agreements contained in this Agreement, and for other
good  and  valuable consideration the mutual receipt and sufficiency of which is
hereby  acknowledged  by the parties hereto, the parties hereto, intending to be
legally  bound,  agree  as  follows:


<PAGE>

                                      TERMS
                                      -----

     1.  Purchase  And  Sale  Of  Stock.
         -------------------------------

          (a)  Upon  the  basis  of the representations and warranties contained
herein and subject to the terms and conditions of this Agreement, at the time of
"Closing"  (as  hereinafter  defined)  AGI  shall issue and sell to Tiger or its
"Affiliated Nominee" which, for purposes of this Agreement, means an entity that
is  under  not  less  than  thirty percent (30%) common ownership with Tiger and
which  assumes  all  of Tiger's rights and obligations under this Agreement, and
Tiger  or  its Affiliated Nominee shall purchase from AGI, that number of shares
of  Common  Stock  which, after giving effect thereto, will equal eighty percent
(80%)  of  the  issued  and  outstanding  shares  of  Common  Stock  of AGI (the
"Purchased  Shares"),  as  more  fully  set  forth  herein.

          (b)  The purchase price ("Purchase Price") for the Purchased Shares is
Two  Million  Eight  Hundred  Thousand  Dollars  ($2,800,000.00)  to  be paid as
follows:

               (1)  Five  Hundred  Thousand  Dollars ($500,000.00) to be paid on
demand  at any time after the Closing, which deferred payment shall be evidenced
by  a note (the "Purchase Money Note") to be delivered at Closing which shall be
substantially  in the form of Exhibit 1 attached hereto. In the event that Tiger
shall  designate  an  Affiliated Nominee as purchaser of the Purchased Shares at
Closing,  both  Tiger and its Affiliated Nominee purchaser shall be obligated on
the  Purchase  Money  Note;  and

               (2) Two Million Three Hundred Thousand Dollars ($2,300,000.00) by
wire transfer  of  immediately  available  funds  at  Closing.

     2.  Closing.  Subject  to  the  terms and conditions of this Agreement, the
closing  of  the purchase and sale of the Purchased Shares (the "Closing") shall
be  at  10:00 AM (local time) at the offices of Beckman and Associates, Two Penn
Center  Plaza,  Suite  910,  Philadelphia,  PA  19102, on such date which is the
Effective  Date  (as  defined  in  the  Plan,  as  the Plan shall be modified as
hereinafter set forth) of the Plan (as hereinafter defined).  Such time and date
is  sometimes  hereinafter  referred  to  as  the  "Closing  Date" or "Closing".

     3.  Procedure  At  the  Closing.  At  the  Closing:
         ----------------------------

          (a)  AGI  shall  deliver  to Tiger or its Affiliated Nominee purchaser
certificates in respect of the Purchased Shares duly executed by the officers of
AGI  in  accordance with the Certificate of Incorporation and bylaws of AGI, and
one or more warrants to purchase shares as contemplated by Section 4 (d) of this
Agreement.

          (b)  Tiger and its Affiliated Nominee purchaser (if any) shall deliver
to  AGI  the  Purchase  Money Note and the cash portion of the Purchase Price by
wire transfer of immediately available funds to such accounts as shall have been
designated  by  AGI  for  such  purposes.

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<PAGE>

          (c)  The  parties  shall also deliver such instruments, agreements and
other documents  as  are  contemplated  by  this  Agreement.

     4. Representations and Warranties Of AGI. In order to induce Tiger to enter
into  this  Agreement and to consummate the transactions contemplated hereunder,
AGI  hereby  makes  the  following  representations,  warranties,  covenants and
agreements:

          (a) Organization and Existence. AGI is a corporation duly incorporated
and presently existing in good standing under the laws of the State of Delaware,
and  has all requisite corporate power and authority to carry on its business as
now  conducted.  The  nature  of  the  business  of AGI and the character of the
properties  owned  or leased by it, do not require AGI to qualify to do business
as  a  foreign corporation in any other state. AGI has delivered to Tiger a true
and  correct  copy  of  the  Articles  of  Incorporation  (duly certified by the
Secretary of State of Delaware) and By-Laws of AGI (certified by its Secretary).

          (b)  Subsidiaries  or  Other  Entities.  AGI  has  no  investments  or
ownership  interests  in any corporations, partnerships, joint ventures or other
business  enterprises except Commander and Strategic Jet Services, Inc. ("SJS"),
of  which  it  owns all of the issued and outstanding shares of capital stock of
all  classes.

          (c)  Capitalization.  AGI is authorized to issue (i) 20,000,000 shares
of  common  stock,  $0.50  par  value,  of which 6,859,330 shares are issued and
outstanding  at  the  time of the execution of this Agreement and (ii) 5,000,000
shares  of  preferred  stock, none of which have been issued or are outstanding,
nor has AGI's Board of Directors taken any action to approve the issuance of any
specific  shares of preferred stock. All of the issued and outstanding shares of
common  stock  of  AGI have been duly issued, are validly outstanding, are fully
paid  and  nonassessable;  there  are  no  outstanding  subscriptions,  options,
warrants  or  rights  to  receive,  purchase  or  subscribe  to,  or  securities
convertible  into  or  exchangeable  for,  any  issued or unissued shares of the
capital  stock of AGI, except as set forth on Exhibit 4(c). AGI has no liability
for  dividends  declared  but unpaid. At the Closing, and except as set forth on
Exhibit  4(c),  there  will  not  be  outstanding  any  subscriptions,  options,
agreements  or  other  commitments in respect of the issuance, transfer, sale or
encumbrance  of  any shares of capital stock of the Company, Commander or SJS in
respect  of  any  securities  or  instruments  convertible  into  such  shares.

          (d)  Issuance  of Purchased Shares. At the time of Closing, there will
be  no  impediments to the sale and issuance of the Purchased Shares to Tiger or
its  Affiliated  Nominee.  Upon delivery of the Purchased Shares to Tiger or its
Affiliated  Nominee,  the  Purchased  Shares (i) shall constitute eighty percent
(80%)  of  the  issued  and outstanding shares of capital stock of AGI, and (ii)
shall  be  duly  authorized  by  all  corporate  and shareholder action, validly
issued, fully paid and non-assessable. At the Closing there shall also be issued
to  Tiger warrants (the "Warrants") to purchase (at a purchase price of $.01 per
share,  subject  to adjustments as set forth in the warrant) four (4) shares for
each stock option currently outstanding which Warrants shall be exercisable upon
exercise  of  such stock options at the rate of four (4) Warrants for each share
of  AGI  common  stock  issued  upon the exercise of any option. The form of the
Warrants  to  be  issued  to  Tiger  or  its Affiliated Nominee purchaser at the
Closing  is  annexed  hereto  and  incorporated  herein  as  Exhibit  4  (d).

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<PAGE>

          (e)  Financial  Condition.  AGI  has  furnished to Tiger copies of the
following financial statements of AGI, all of which are true and complete in all
material  respects  and have been prepared in accordance with generally accepted
accounting  principles  consistently  applied  (except  to  the extent otherwise
reported):

               (1)  A  balance sheet ("Balance Sheet") of AGI as of December 31,
2002  (the "Balance  Sheet  Date").

               (2)  Statements  of  income  and retained earnings of AGI for the
twelve (12) months ended December 31, 2002. (Collectively, the Balance Sheet and
statements  of  income  and retained earnings are hereinafter referred to as the
"Financial  Statements").

               (3)  The  Financial  Statements  are  complete and correct and in
accordance  with  the books of account and records of AGI and present fairly the
financial  position  of  AGI's business and the income, stockholders' equity and
cash  flow  of  AGI's  business  at  the  dates  and  for the periods indicated.

          (f)  Liabilities.  As  of  the  Closing, and after consummation of the
Plan,  neither  AGI  nor  its  assets  or  properties  will  be  subject  to any
liabilities  or  obligations (accrued, absolute, contingent or otherwise) except
as  set  forth  on  the Balance Sheet or described in the notes to the Financial
Statements  or  set forth in Schedule 4F hereto, and AGI will not be in material
default  in  respect  of  any  material  term  or  condition  of  any  material
indebtedness  or  liability.

          (g) Tax Matters. All taxes, including, without limitation, withholding
and  social security taxes due with respect to AGI's employee, federal and state
income  tax  liabilities,  corporate  franchise taxes, sales, use, excise and ad
valorem taxes, due, payable or accrued by AGI on or before the Closing Date have
or will be paid (which shall include payment by Commander pursuant to the plan).
AGI  has  filed  all  reports  required  to  be filed by it with all such taxing
authorities.

          (h)  Litigation.  AGI has not received any notices of material default
and  is  not in material default of (i) any order, writ, injunction or decree of
any  court,  or  any federal, state, municipal or other governmental department,
commission,  board,  bureau  or  instrumentality,  or  (ii)  any  agreement  or
obligation  to  which AGI is a party or by which AGI is bound or to which AGI or
any  of  the  property  of  AGI's may be subject, except as set forth on Exhibit
4(h).  There  are no material outstanding claims, actions, suits, proceedings or
investigations  pending  or,  to the knowledge of AGI, threatened against AGI or
which affect AGI or any of its assets or property, at law or in equity before or
by  any  federal,  state,  municipal  court  or  other  governmental department,
authority,  commission,  board, bureau, agency or instrumentality, except as set
forth  on  Exhibit  4(h).


          (i)  No  Broker's  or  Agent's  Fees.  No  agent,  broker,  finder,
representative  or  other  persons or entity acting pursuant to authority of AGI

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<PAGE>

will  be  entitled  to  any  commissions  or finder's fee in connection with the
origination,  negotiation,  execution  or  performance  of  the  transactions
contemplated  under  this  Agreement.

          (j) No Material or Adverse Change. Since the Balance Sheet Date, there
has not been (i) any material adverse change in the financial condition, assets,
liabilities,  business  or  results of operations of AGI, except with respect to
the  bankruptcy of Commander and the cessation of operations of SJS; (ii) to the
knowledge  of  AGI,  any  threatened  or  prospective  event or condition of any
character  whatsoever  which could materially and adversely affect the business,
financial  condition  or  results  of operations of AGI; (iii) any sale or other
disposition  of  any  of  AGI's  assets  other  than  in  the ordinary course of
business;  or  (iv)  any  damage,  destruction  or loss (whether or not insured)
materially  and  adversely affecting the property, business or prospects of AGI.

          (k)  Due  Authorization  and Absence of Breach. This Agreement and all
other  agreements  of  AGI  contemplated  hereunder constitute valid and binding
obligations  of  AGI,  enforceable  in  accordance  with their respective terms.
Subject  to obtaining any necessary shareholder approval to the amendment of the
Company's  certificate  of  incorporation  to  increase the number of authorized
shares  of  the  Company,  at the Closing, neither the execution and delivery of
this Agreement (or any agreement contemplated hereunder) nor the consummation of
the  transactions  contemplated hereby will, as of Closing: (i) conflict with or
violate  any decree, writ, injunction or order of any court or administrative or
other  governmental  body  which  is  applicable to, binding upon or enforceable
against AGI or AGI; or (iii) result in any breach of or default (or give rise to
any  right  of  termination,  cancellation  or acceleration) under any mortgage,
contract,  agreement, indenture, will, trust or other instrument which is either
binding  upon  or  enforceable  against  AGI  or  AGI  or  its  assets.

          (l)  Authority  to  Contract.  Subject  to  AGI  receiving shareholder
approval  for  the amendment of its Certificate of Incorporation to increase the
number  of  authorized  shares  of  capital stock as aforesaid, AGI has the full
power,  right  and  authority  to  enter  into  and  perform consummation of the
transactions  contemplated  by  this  Agreement will not result in the breach or
termination  of  any  provision  of  or  constitute  a  default under any lease,
indenture,  mortgage,  deed  of  trust  or  other agreement or instrument of any
order, decree, statute or restriction to which AGI is a party or by which AGI is
bound  or  to  which  the  outstanding  shares  of  stock  of  AGI or any of the
properties  of  AGI  is  subject.

          (m)  Accuracy  of the Information Furnished by AGI. No representation,
statement  or  information  made  or  furnished by AGI to Tiger, including those
contained  in  this  Agreement  and the various exhibits attached hereto and the
other  information  and statements referred to herein, contains or shall contain
any  untrue  statement  of  any  material  fact.

     5.  Representations  and  Warranties  of  AGI  re  Commander.  As a further
inducement  to  Tiger  to  enter  into  this  Agreement  and  to  consummate the

                                        5
<PAGE>

transactions  contemplated  hereunder,  AGI  hereby  makes  the  following
representations,  warranties  with  respect  to  Commander.

          (a)  Organization  and  Existence.  Commander  is  a  corporation duly
incorporated and presently existing in good standing under the laws of the State
of Delaware, and has all requisite corporate power and authority to carry on its
business  as  now conducted.  Commander is qualified to do business in the state
of  Oklahoma which, by the nature of the business of Commander and the character
of the properties owned or leased by it, is the only state in which Commander is
required  to qualify to do business as a foreign corporation.  AGI has delivered
to  Tiger  a  true  and  correct  copy  of  the  Articles of Incorporation (duly
certified  by  the  Secretary  of  State  of  Delaware) and By-Laws of Commander
(certified  by  its  Secretary).

          (b)  Subsidiaries  or  Other Entities. Commander has no investments or
ownership  interests  in any corporations, partnerships, joint ventures or other
business  enterprises.

          (c)  Capitalization.  The  authorized capital of Commander consists of
1,000  shares  of  common  stock  of which 1,000 shares are currently issued and
outstanding.  On the Effective Date, all of the currently issued and outstanding
shares  of  stock  of Commander shall be cancelled pursuant to the Plan, and AGI
shall,  pursuant  to the Plan, purchase new shares of common stock of Commander,
constituting  100%  thereof,  pursuant  to  the  terms  et forth therein. At the
Closing  there will not be outstanding any subscriptions, options, agreements or
other  commitments  in  respect of the issuance or sale of any shares of capital
stock  of  Commander  or in respect of any securities or instruments convertible
into  such  shares.

          (d)  Financial  Condition.

               (1)  AGI  has  furnished  to  Tiger  copies  of  the  bankruptcy
schedules,  Plan,  claims  register,  Disclosure  Statement  (collectively,  the
"Bankruptcy  Documents")  and  monthly  operating  reports  of  Commander.  The
Bankruptcy  Documents  are  true, correct and complete in all material respects.

               (2)  Subject  to the Bankruptcy Court's allowance or disallowance
of  claims,  the  foregoing  financial documents are complete and correct and in
accordance with the books of account and records of Commander and present fairly
the  financial  position  of  Commander's business and the income, stockholders'
equity  and  cash  flow of Commander's business at the dates and for the periods
indicated.

          (e)  Assets.  Commander  has  good  and marketable title to, and is in
possession  of,  all  of its assets, equipment, vehicles, properties and rights,
including all properties, assets, vehicles and equipment as shown on the Balance
Sheet,  free  and  clear of all liabilities, mortgages, liens, pledges, security
interests,   restrictions,   conditional  sales   agreements,   title  retention
agreements, charges or encumbrances except as shown on the bankruptcy documents.

          (f)  Liabilities.  Except as set forth in the Bankruptcy Documents, or
in any other Exhibit, Certificate or Schedule delivered pursuant this Agreement,
neither Commander nor its assets or properties are subject to any liabilities or
obligations  (accrued, absolute, contingent or otherwise) except for liabilities

                                        6
<PAGE>

incurred  in  the  ordinary  course  of  business  after  February  1, 1999, and
Commander  is  not  in  material  default  in  respect  of  any material term or
condition  of  any  material   indebtedness  or   liability.   The  transactions
contemplated  by  this Agreement do not and will not subject Commander or AGI to
any  claim  or  liability  for  any  obligation,  debt or contract other than as
specifically  disclosed in this Agreement and the Schedules attached hereto. All
required  consents  of creditors and customers, if any, have been, or by Closing
will  be,  obtained  for  performance  of  this  Agreement.

          (g) Material Contracts. Attached hereto as Schedule 5(g) is a list and
brief  description,  as  of  the  date  of  this  Agreement,  of certain leases,
contracts,  commitments,  agreements and other documents to which Commander is a
party  or  by  which  it  is  bound and which is related to the operation of its
business.  Except for contracts and documents listed in Schedule 5(g), Commander
is  not a party to or bound by any written or oral (I) contracts not made in the
ordinary  course  of  business;  (ii)  employment  contracts,  other  than those
terminable  at  the  will  of Commander; (iii) contracts with any labor union or
association;  (iv)  bonus, pension, profit sharing, retirement, hospitalization,
insurance  or other plan providing employee benefits; (v) leases with respect to
any  property,  real  or  personal, whether as lessor or lessee; (vi) continuing
contracts  for the future purchase of materials, supplies or equipment in excess
of  the  requirements  of its business now booked; (vii) contracts or commitment
for capital expenditures; (viii) contracts continuing over a period of more than
six  (6)  months  from its date; or (ix) material contracts necessary to conduct
the  operations  and  business  of  Commander.  A  true  copy  of each contract,
commitment  and  agreement  listed  on  Schedule 5(g) will be furnished to Tiger
prior  to  Closing.

          (h)  Employees  - Labor Matters. Attached hereto as Schedule 5(h) is a
complete  list  of  all  employees  of Commander whose duties are related to the
operation of the business of Commander.  AGI warrants there exists no pending or
threatened  actions  by  any   employees  alleging  sex,  age,  race,  or  other
discriminatory  practices,  no  current  effort to organize these employees into
collective  bargaining  units,  and no collective bargaining agreement is now in
effect.  There  are  no contracts, written or oral, between Commander and any of
its  employees  except  as  specifically  disclosed  in  Schedule  5(h).

          (i)  Insurance.  Commander  maintains in effect insurance covering its
assets and businesses and any liabilities relating thereto in an amount believed
adequate  by  AGI,  and such insurance coverage shall be maintained by Commander
through  the  Closing  Date.  Between  the date hereof and the Closing date, AGI
shall  cause  Commander  to  furnish  to  Tiger  such information as Tiger shall
reasonably  request  regarding  Commander's  insurance.  Except  as set forth in
Schedule  5(i) attached hereto, there are no pending material property damage or
personal  injury  claims  against  Commander  or  any  of  its  assets.

          (j)  Licenses  and Permits. Commander possesses all licenses and other
required  governmental or official approvals, permits or authorizations, if any,
the  failure  to  possess  which  would  have  no material adverse effect on the
businesses, financial condition or results of operations of Commander including,
without  limitation,  all  common  carrier  rights, certificates of public need,
waste  material  transportation permits, trademarks and trade names necessary to

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carry  on its business as now being conducted, without known conflict with valid
licenses,  permits, trademarks and trade names of others.  All such licenses and
permits  are  in  full  force  and  effect,  and  no violations are or have been
recorded  in  respect  to  any  thereof, and no proceeding is pending, or to the
knowledge of AGI threatened, to revoke, suspend or otherwise limit such licenses
or  permits.  All  licenses  or  permits  will  survive  the  closing  of  the
transactions  contemplated  by  this  Agreement.

          (k)  Tax Matters. Commander has timely filed all federal, state, sales
tax,  franchise  tax, and other tax returns which are required to be filed by it
and  has  paid  or has made provision for the payment of all taxes which have or
may  become  due  pursuant  to  said  returns.  All  taxes,  including,  without
limitation,  withholding  and  social  security  taxes  due  with  respect  to
Commander's  employee,  federal  and  state  income  tax  liabilities, corporate
franchise  taxes,  sales,  use,  excise  and  ad  valorem taxes, due, payable or
accrued by Commander on or before the Closing Date have or will be paid pursuant
to the Plan. Commander has filed all reports required to be filed by it with all
such  taxing  authorities.

          (l)  Litigation. Except as disclosed in Schedule 5(l) attached hereto,
Commander  has  not  received  any  notices  of  material  default and is not in
material  default  of (i) any order, writ, injunction or decree of any court, or
any  federal,  state,  municipal  or  other governmental department, commission,
board,  bureau  or instrumentality, or (ii) any agreement or obligation to which
Commander is a party or by which Commander is bound or to which Commander or any
of  the  property  of  Commander's  may  be  subject.   There  are  no  material
outstanding claims, actions, suits, proceedings or investigations pending or, to
the  knowledge of AGI or Commander, threatened against Commander or which affect
Commander or any of its assets or property, at law or in equity before or by any
federal,  state,  municipal  court  or other governmental department, authority,
commission,  board,  bureau,  agency  or  instrumentality.

          (m)  Compliance  with Laws. Commander is in compliance in all material
respects with all federal, state and local laws, ordinances, regulations, rules,
and  orders  applicable  to  it or its assets including, without limitation, all
laws  and  regulations  relating  to the protection of the environment, the safe
conduct  of  Commander's  business,  anti-competitive practices, discrimination,
employment,  wage  and  hour  practices  and health.  Commander has not received
notification  of any asserted past or present failure to comply with any of such
laws  or  regulations.

          (n)  Environmental  Matters.  There  are  no  claims,  actions, suits,
proceedings  or investigations relating to any Environmental Law (as hereinafter
defined)  pending or threatened against or affecting Commander. Without limiting
the  generality  of  the  foregoing:  (i) no release of any hazardous substance,
toxic  waste or controlled substance has occurred or is occurring as a result of
the  business  of  Commander;  (ii) no hazardous substance, medical waste, toxic
waste  or  controlled  substance is currently present at, or has been previously
generated,  stored,  treated  or  disposed  of  at  any landfill by Commander or
through  the conduct of the business of Commander except deminimis amounts mixed
with household waste; (iii) no underground or partially underground storage tank
has  been  or  is  currently  located  at  any  facility  of Commander; (iv) the

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business,  activities  and processes heretofore conducted by Commander comply in
all material respects with all applicable Environmental Laws; (v) no facility of
Commander  is  listed  on  any list, registry or other compilation of sites that
require,  or potentially require, removal, remedial action or any other response
under  any Environmental Law as the result of the presence, release or potential
release  of  any  hazardous substance, medical waste, toxic waste, or controlled
substance; (vi) neither AGI nor Commander has received any notice that Commander
is liable or responsible, or potentially liable or responsible, for any costs of
any  removal,  remedial  action or other response under any Environmental Law as
the  result  of  the  presence,  release  or  potential release of any hazardous
substance,  medical waste, toxic waste, or controlled substance; and (vii) there
is  no  pending  litigation  or  administrative  proceeding (and neither AGI nor
Commander  knows or has reason to know of any potential or threatened litigation
or  administrative  proceeding)  in  which  it  is  asserted  that Commander has
violated  or  is  not  in  compliance   with  any  material  Environmental  Law.
"Environmental  Law"  means  all  laws, statutes or acts of the United States of
America,  the  state of Pennsylvania, or any political subdivision thereof, that
relate to the condition of the air, ground or surface water, land or other parts
of  the  environment,  to  the  release or potential release of any substance or
radiation  into  the  air,  ground  or  surface  water,  land  or  parts  of the
environment,  or  to the manufacturer, processing, distribution, use, treatment,
storage, disposal, transport or other handling of substances that might pollute,
contaminate  or  be  hazardous or toxic if present in the air, ground or surface
water,  land,  or  other  parts  of  the  environment.

          (o)  No  Broker's  or  Agent's  Fees.  No  agent,  broker,  finder,
representative  or  other  person  or  entity  acting  pursuant  to authority of
Commander  will be entitled to any commission or finder's fee in connection with
the  origination,  negotiation,  execution,  or  performance of the transactions
contemplated  under  this  Agreement.

          (p)  No Material or Adverse Change. Since the Petition Date, except as
set  forth  in  the  bankruptcy  filings,  there  has not been: (i) any material
adverse  change  in  the  financial  condition, assets, liabilities, business or
results  of  operations of Commander; (ii) to the knowledge of AGI or Commander,
any  threatened  or  prospective  event or condition of any character whatsoever
which could materially and adversely affect the business, financial condition or
results  of  operations of Commander; (iii) any sale or other disposition of any
of Commander's material assets without court approval other than in the ordinary
course  of  business;  or  (iv)  any damage, destruction or loss (whether or not
insured)  materially and adversely affecting the property, business or prospects
of  Commander.

          (q) Due Authorization and Absence of Breach. Neither the execution and
delivery  of  this  Agreement  (or  any  agreement  contemplated hereunder) nor,
subject  to confirmation of the Plan and court approval, the consummation of the
transactions  contemplated  hereby  will:  (i)  conflict  with  or  violate  any
provision  of  the  Articles  of  Incorporation  or  By-Laws  of Commander; (ii)
conflict  with  or violate any decree, writ, injunction or order of any court or
administrative  or  other governmental body which is applicable to, binding upon
or  enforceable  against  Commander  or AGI; or (iii) result in any breach of or
default (or give rise to any right of termination, cancellation or acceleration)
under  any  mortgage,  contract,  agreement,  indenture,  will,  trust  or other
instrument  which is either binding upon or enforceable against AGI or Commander
or  its  assets;  provided  that the revisions to the DIP Financing contemplated
hereby  is  subject  to  the  approval  of  the  Court.

                                        9
<PAGE>

          (r)  Authority  to  Contract. Subject to confirmation of the Plan, the
consummation  of the transactions contemplated by this Agreement will not result
in  the  breach or termination of any provision of or constitute a default under
any  lease,  indenture, mortgage, deed of trust or other agreement or instrument
or  any  order,  decree,  statute  or restriction to which AGI or Commander is a
party or by which Commander is bound or to which the outstanding shares of stock
of  Commander  or  any  of  the  properties  of  Commander  is  subject.

     6.  REPRESENTATION AND WARRANTIES OF TIGER. In order to induce AGI to enter
into  this  agreement and to consummate the transactions contemplated hereunder,
Tiger  hereby  makes  the  following  representations, warranties, covenants and
agreements:

          (a)  Organization  and Existence. Tiger is a limited liability company
duly  organized,  validly  existing  and  in good standing under the laws of the
State  of  West Virginia and has all the requisite corporate power and authority
to  carry  on  its  business as now conducted and to consummate the transactions
contemplated  by  this  Agreement.

          (b)  Authority to Contract. The execution, delivery and performance of
this  Agreement  by  Tiger has been duly approved by its Members, and no further
action  is  necessary  on  the  part  of  Tiger  to  consummate the transactions
contemplated  by this Agreement, assuming due execution of this Agreement by the
Parties.

          (c)  No  Broker's  or  Agent's  Fees.  No  agent,  broker,  finder,
representative  or  other  person  or entity acting pursuant to the authority of
Tiger  will be entitled to any commission or finder's fee in connection with the
origination,  negotiation,  execution  or  performance  of  the  transactions
contemplated  under  this  Agreement.

          (d)  Accuracy  of  Information  Furnished by Tiger. No representation,
statement or information made or furnished by Tiger to AGI in this Agreement, or
in  connection with the transactions contemplated hereby contains, or at Closing
shall  contain  any untrue statement of any material fact or omits or shall omit
any  material  fact  necessary  to  make  the information contained herein true.

          (e)  Investment  Representation.  Tiger  is  purchasing  the Purchased
Shares  and  Warrants for Tiger's own account and not with a view to or for sale
in  connection  with any distribution of the Purchased Shares or Warrants. Tiger
acknowledges  that  the  Purchased  Shares and Warrants have not been registered
under the Securities Act of 1933, as amended, (the "Act") or qualified under the
securities  laws  of any state or other jurisdiction. Tiger understands that the
Purchased Shares and Warrants are "restricted" under Act and that under such Act
and  applicable  regulations  the  Purchased  Shares  and Warrants may be resold
without  registration  under  the  Act only in certain limited circumstances and
that  otherwise  the  Purchased  shares  and   Warrants  may  have  to  be  held
indefinitely.  Tiger, by way of the business and financial experience of Tiger's
officers  and  advisors,  is  capable of evaluating the risks and merits of this
investment.

     7.  ADDITIONAL AGREEMENTS OF AGI. AGI further agrees with Tiger as follows:

                                       10
<PAGE>

          (a)  Access  to  Offices  and Records. AGI shall, and shall also cause
Commander  to,  afford  representatives  of  Tier,  from  and  after the date of
execution  of this Agreement, full access, during normal business hours and upon
reasonable  notice,  to all offices, books, properties, contracts, documents and
records  of AGI and Commander and to furnish to Tiger or its representatives all
additional  information,  including  financial  or  operating  information  with
respect  to the business and affairs of both AGI and Commander that Tiger or its
representatives  may  reasonably  request.

          (b)  Conduct  of  Business  Pending  the  Closing.  From and after the
execution  and  delivery of this Agreement and until the Closing date, except as
otherwise  provided  by  the  prior  written  consent  or  approval  of  Tiger:

               (1)  AGI  will,  and  will  cause  Commander  to,  conduct  their
respective  business  and  operations  in  the  manner  in  which  the  same has
heretofore  been  conducted and AGI will, and will use its best efforts to cause
Commander  to:  (i)  preserve  AGI  and  Commander's respective current business
organization  intact; (ii) keep available to Tiger the services of their current
employees  and  Commander's   agents  and   distributors;  and   (iii)  preserve
Commander's  current  relationships  with customers, suppliers and others having
business  dealing  with  Commander.

               (2) AGI will cause Commander to maintain all of its properties in
customary  good  repair,  order and condition, reasonable wear and use excepted,
and  will  maintain  its  existing insurance upon all of its properties and with
respect  to  the  conduct  of  its  business  in  such amounts and of such kinds
comparable  to  that  in  effect  on  the  date  of  this  Agreement.

               (3) AGI will take action to insure that neither AGI nor Commander
will:  (i)  pay  any  bonus  or  increase  the  rate  of  compensation of any of
Commander's  employees  or  enter into any new employment agreement or amend any
existing  employment  agreement;   (ii)  make   any  general   increase  in  the
compensation or rate of compensation payable or to become payable to Commander's
hourly-rated  employees;  (iii)  sell  or  transfer  any of AGI's or Commander's
assets  other  than  with  Court approval or in the ordinary course of business;
(iv)  obligate itself for capital expenditures other than in the ordinary course
of  business and not unusual in amount; or (v) incur any material obligations or
liabilities, which are not in the ordinary course of business, or enter into any
material  transaction  other  than  in  the  ordinary  course  of  business.

               (4)  AGI  shall  not, and shall not permit Commander to, issue or
enter  into  any  subscriptions,  options,  agreements  or  other commitments in
respect  of the issuance, transfer, sale or encumbrance of any shares of capital
stock  of  any  class.

          (c) Execution of Further Documents by AGI. From and after the Closing,
upon the reasonable request of Tiger, AGI shall execute, acknowledge and deliver
such  documents as may be appropriate to carry out the transactions contemplated
by  this  Agreement.

          (d)  Indemnification  by  AGI.

               (1)  AGI  will indemnify and hold Tiger harmless from and against
any  and  all  damage,  loss,  cost,  deficiency, assessment, liability or other

                                       11
<PAGE>

expense  (including  reasonable  attorney's  fees, costs of court and litigation
expenses,  if  any)  suffered,  incurred  or  paid  by  Tiger  as  a  result of:

                    (A)  The  untruth,  inaccuracy,  breach  or violation of any
representation,  warranty,  covenant  or other obligation of AGI set forth in or
made  in  connection  with  this  Agreement;  or

                    (B)  The  enforcement  of  Tiger's  right to indemnification
under  this Agreement.

Tiger  shall give written notice to AGI of any claim, action, suit or proceeding
relating  to  the  indemnity herein provided by AGI not later than ten (10) days
after  Tiger  has  received  notice  thereof.  AGI  shall have the right, at its
option,  to  compromise  or  defend,  at  its own expense and by its own counsel
(which counsel shall be reasonably satisfactory to Tiger), any such action, suit
or  proceeding.  Tiger  and  AGI  agree  to  cooperate  in  any  such defense or
settlement  and  to  give  each  other  full  access to all information relevant
thereto.

               (2) Except as herein expressly provided, the remedies provided in
paragraph  7(d)  hereof  shall be cumulative and shall not preclude assertion by
Tiger of any other rights or the seeking of any other remedies available against
AGI  at  law  or  in  equity.

     8.  Concerning  the  DIP  Financing.
         --------------------------------

          (a)  The  Court has heretofore approved Debtor-in-Possession Financing
("DIP  Financing")  whereby  Tiger  was  authorized  to  lend  to Commander, and
Commander  was  authorized  to  borrow  from  Tiger,  the  sum of $300,000, plus
additional  amounts  at  the rate of $50,000 per month beginning October 7, 2003
and  continuing  each  month thereafter until the earlier of the Closing or such
date  as this Agreement shall be terminated (the "Additional DIP Financing")(the
DIP  Financing  and  the  Additional  DIP  Financing  are sometimes collectively
referred  to  herein  as  the  "Revised  DIP  Financing");  which DIP loan is an
administrative  claim  in  the  Chapter  11  Proceedings and is secured by those
assets  set  forth in the various loan documents executed in connection with the
DIP  Financing.  As  of the date hereof, Tiger has advanced the principal sum of
$300,000  in  respect  of  the  Revised  DIP  Financing.

          (b)  Tiger agrees to advance the Additional DIP Financing to Commander
as  needed  and  reasonably  approved  by  Tiger  up  to  the cumulative amounts
authorized  by  the Court, not to exceed Fifty thousand Dollars ($50,000) in any
month  between  the  date  hereof and the Closing (except that Tiger understands
that  Commander  may  need  up  to $100,000 during the month of November 2003 in
order  to  be  able  to  satisfy certain obligations that have been disclosed to
Tiger),  subject  to  the  following  conditions:

               (1)  The  representations and warranties made by AGI as set forth
herein  shall  be true and correct as of the date of each request for advance of
the  Additional  DIP  Financing;

               (2)  Commander  shall  have  provided  to  Tiger  a  statement of
proposed uses of funds and such additional information as to sources and uses of
available  cash  all  in  such  detail  as  Tiger  may  request;

                                       12
<PAGE>

               (3)  Commander shall have provided to Tiger, at such intervals as
Tiger  may  specify,  statements  of receipts and disbursements setting forth in
such  detail  as  Tiger  may  request  the  actual sources and uses of cash; and

               (4) Commander shall provide such other and additional information
as  to  its  operating and financial condition as Tiger may request from time to
time.

Advances  of  any  amounts of the Revised DIP Financing may, at Tiger's election
and  with  Commander's  approval, be made directly to Commander, or, directly to
Commander's  vendors  or  creditors.

          (c)  Notwithstanding  the  terms  applicable  to  the DIP Financing as
previously  approved  by  the Court, Tiger agrees that the principal and accrued
interest  on the Revised DIP Financing shall not be called, and demand therefore
shall  not be made until the occurrence of the earliest of the following events:

               (1)  The  Effective  Date of the Plan and Closing or of any other
Plan  which  may  be  confirmed  in  the  Chapter  11  Proceeding;

               (2)  Dismissal  of  the  Chapter  11  Proceeding;  or

               (3) Conversion of the Chapter 11 Proceeding to a proceeding under
Chapter  7 of  the  Bankruptcy  Code.

          (d)  In  the  event  that Tiger breaches its agreement to purchase the
Purchased  Shares  at  the  Closing  (and  provided  that  all of the conditions
precedent  to  Tiger's  obligation to close have been satisfied), then, as AGI's
and  Commander's sole and exclusive remedy for any breach of this Agreement, the
first  $430,000  in  principal  of monies advanced in respect of the Revised DIP
Financing,  together  with  interest  accrued  thereon  (the  "Liquidated Damage
Amount"),  shall be forgiven, and the Liquidated Damage Amount forgiven shall be
deemed  paid  to  Commander  from  Tiger's  prior  advances  of  the Revised DIP
Financing,  all  as liquidated damages, and not as a penalty; provided that such
forgiveness  of  Liquidated  Damage  Amount  of  the  Revised  DIP  Financing as
liquidated  damages  shall  not  in  any  manner  affect  Commander's continuing
obligations  in respect of any balance of the Revised DIP Financing in excess of
the  Liquidated  Damage Amount or Tiger's security therefore. To the extent that
Tiger  breaches  this  Agreement at any time and, at the time of such breach the
principal  amount of the Revised DIP Financing shall be less than the Liquidated
Damage Amount then, in such case, Tiger shall be obligated to pay the difference
between  the  then  outstanding  balance  of  the  Revised DIP Financing and the
Liquidated  Damage  Amount  to Commander in satisfaction of its obligation under
this  Section  to  pay  the  entire  Liquidated  Damage  Amount.  Except for the
provisions  in  this Section for payment of the Liquidated Damage Amount, in the
event  that  Tiger  or  any  Affiliated Nominee shall fail, for any reason or no
reason whatsoever (provided that the conditions precedent to Tiger's obligations
have  been  fulfilled)  to  consummate  the transactions contemplated hereunder,
then,  upon Tiger's delivery to AGI and Commander of appropriate instruments for
the  forgiveness  of the Liquidated Damage Amount and the forgiveness of the AGI
Advance  (as  provided in Section 13 hereof), this Agreement shall automatically
terminate  and  none of the Parties (or their affiliates) shall have any further

                                       13
<PAGE>

obligations  to  the other in respect of the transactions contemplated hereby or
otherwise (except for Commander's continuing obligation with respect to its then
remaining obligations in accordance with the terms and conditions of the Revised
DIP Financing in excess of the Liquidated Damage Amount, which obligations shall
continue  unaffected  by  the  provisions  of  this  Section).

     9.  Conditions  To Obligations Of Tiger. The obligations of Tiger to effect
the  transactions  contemplated  by  this  Agreement  shall  be  subject  to the
fulfillment at or prior to the Closing Date of each of the following conditions:

          (a)  Court  Approval

               (1)  A  revised  Plan, reflecting the terms and conditions herein
contained,  including without limitation an Effective Date of March 31, 2004, or
such earlier date as Tiger, AGI, and Commander may jointly agree upon, but in no
event  earlier than the date of the shareholder (of AGI) approval referred to in
Paragraph  13,  having  been  confirmed  by  the Court and the expiration of any
appeal  period  and  no  appeal  shall  have been taken therefrom (or any appeal
resolved  by  the  Effective  Date)  ("Confirmation  of  the  Plan").

          (b)  Validity  of  AGI's  Representations.  All  representations  and
warranties  of  AGI  contained  in  this  agreement or otherwise made in writing
pursuant  to  this  agreement  shall have been true and correct at and as of the
date  hereof  and  they shall be true and correct at and as of the Closing Date,
with  the  same  force  and effect as though made at and as of the Closing Date.

          (c)  Pre-Closing  Obligations.  AGI  shall have performed and complied
with  all  the  obligations  and  conditions  required  by  this Agreement to be
performed or complied with by AGI at or prior to the Closing Date, including the
execution  and  delivery of all documents and contracts required to be delivered
at  or  before  the  Closing  Date  pursuant  to  this  Agreement.

          (d)  Opinion of Counsel for AGI. Tiger shall have received a favorable
opinion  from  counsel for AGI dated the date of the Closing, in form reasonably
satisfactory  to  counsel  for  Tiger,  to  the  effect  that:

               (1)  AGI  is  a  corporation, presently existing in good standing
under  the  laws  of  the  State of Delaware, and it has the corporate power and
authority  to  carry  on  its business as now being conducted and to own or hold
under  lease,  or  otherwise,  its  assets.

               (2)  This  Agreement has been duly executed and delivered by AGI,
and  constitutes  a valid, enforceable and binding obligation of AGI pursuant to
the  terms  of  this  Agreement.

               (3)  Counsel  does not know of any action, suit, investigation or
other  legal,  administrative  or  arbitration proceeding pending against AGI or
Commander,  or  which questions the validity or enforceability of this Agreement
or  of  any  action  taken or to be taken pursuant to or in connection with this
Agreement  or  any  agreement  contemplated  herein.

                                       14
<PAGE>

               (4)  The  sale  and  issuance  of  the  Purchased Shares has been
approved by all necessary corporate and shareholder action. The Purchased Shares
are  authorized  and upon tender of the Purchase Price and delivery of the share
certificates  shall have been duly issued and are fully paid and non-assessable.

               (5)  To the knowledge of such counsel, no consent, authorization,
license,  franchise,  permit,  approval  or  order  of any court or governmental
agency or body, other than those obtained by AGI and delivered to Tiger prior to
or  on  the  date  of  the opinion, is required for the sale and issuance of the
Purchased  Shares  by  AGI  pursuant  to  this  Agreement.

               (6)  The  execution and performance of this Agreement by AGI will
not  violate:  (i) the Articles of Incorporation or the By-Laws of Commander, or
(ii)  any order of any court or other agency of government know to said counsel.

               (7)  To  the  knowledge  of  such  counsel  (after  reasonable
investigation),  AGI  owns  all  of the issued and outstanding shares of capital
stock  of  Commander.

          (e)  Receipt  by  AGI of Necessary Consents. All necessary consents or
approvals  of third parties to any of the transactions contemplated hereby shall
have  been  obtained,  and  satisfactory  evidence of such consents or approvals
shall  have  been  delivered  to  Tiger  at  Closing.

          (f)  Resignation  of  Directors.  Tiger  shall  have  received  the
resignations of the directors of AGI, Commander and SJS and AGI shall have taken
such  actions  (or  shall  have  caused  such actions to be taken by the current
directors)  as may be necessary or appropriate to cause those persons identified
by  Tiger  to  be elected as directors of AGI, Commander and SJS effective as of
the  Closing  Date  as  it  shall  have  identified  by  notice  to  AGI.

     10.  CONDITIONS TO OBLIGATIONS OF AGI. The obligations of the AGI to effect
the  transactions  contemplated  by  this  Agreement  shall  be  subject  to the
fulfillment at or prior to the Closing Date of each of the following conditions:

          (a)  Validity  of  Tiger's  Representations.  All  representations and
warranties  of  Tiger  contained  in this Agreement or otherwise made in writing
pursuant  to  this  Agreement  shall have been true and correct at and as of the
date  hereof  and  they shall be true and correct at and as of the Closing Date,
with  the  same  force  and effect as though made at and as of the Closing Date.

          (b)  Pre-Closing  Obligations. Tiger shall have performed and complied
with  all  the  obligations  and  conditions  required  by  this Agreement to be
performed or complied with by AGI at or prior to the Closing Date, including the
execution  and  delivery of all documents and contracts required to be delivered
at  or  before  the  Closing  Date  pursuant  to  this  Agreements.

          (c)  Corporate  Authority  of  Tiger. The execution and performance of
this  Agreement  by  Tiger  shall  have  been  duly  and  legally  authorized in
accordance  with  applicable  law  and  in  accordance  with  Tiger's  Operating
Agreement

                                       15
<PAGE>

          (d)  Opinion of Counsel for Tiger. AGI shall have received a favorable
opinion from counsel for Tiger dated the date of the Closing, in form reasonably
satisfactory  to  counsel  for  AGI,  to  the  affect  that:

               (1)  Tiger  is  a  limited  liability company, formed and legally
existing  in  good standing under the laws of the State of West Virginia, and it
has  the power and authority to carry on its business as now being conducted and
to  carry  out  the  transactions  and  agreements  contemplated  hereby.

               (2)  All  Proceedings  required  to be taken by or on the part of
Tiger  in  order  to authorize it to perform its obligations hereunder have been
duly  and  properly  taken, including any necessary approval or authorization by
the  managing  member  or  other  members  of  Tiger.

               (3)  This agreement has been duly executed and delivered by Tiger
and constitutes a valid, enforceable and binding obligation of Tiger pursuant to
the  terms  of  this  Agreement.

               (4) Except as otherwise disclosed in this Agreement, said counsel
does  not know of any action, suit, investigation or other legal, administrative
or arbitration proceeding which questions the validity or enforceability of this
Agreement  or  of  any  action taken or to be taken pursuant to or in connection
with  this  agreement  or  any  agreement  contemplated  herein.

               (5) The execution and performance of this Agreement by Tiger will
not  violate:(I) the Certificate of Formation or Operating Agreement of Tiger;or
(II) any order of any court or other agency of government known to said counsel.

     11.  Failure  of  Conditions. Except as provided in section 8(d) hereof, in
the  event  of  a  failure  or  fulfillment  of  any  condition precedent to the
obligations  of  the  other  party  (other  than as the result of the act or the
failure  to  act  of  a  party),  the DIP Financing (to the extent funded) shall
remain  a  liability  owing by Commander to Tiger, secured and with the priority
set  forth  in the Court's approval. In all other respects, except to the extent
provided  in  the Plan for the payment of any break-up fee due to Tiger, neither
party  shall  have  further  obligation  to  the  other  hereunder.

     12.  Other  Provisions.
          ------------------

          (a)  Incomplete Exhibits. The parties hereto acknowledge and agree (a)
that  many,  if  not all, of the schedules to be attached to this Agreement will
not  have been prepared by the time of execution of this Agreement, and (b) that
consummation  of  the transactions contemplated by this Agreement are subject to
the  completion  of such exhibits by AGI (to the extent that an exhibit is to be
completed  by AGI, such exhibit must be reasonably acceptable to Tiger) or Tiger
(to  the  extent  than an exhibit is to be completed by Tiger must be reasonably
acceptable  to  AGI) as the case may be, prior to or at the Closing, pursuant to
the  terms  of  this  Agreement.

          (b)  Survival  of Representations and Warranties. The representations,
warranties,  obligations  and  agreements  of  the  parties  contained  in  this
Agreement,  or  in  any  writing  delivered  pursuant  to the provisions of this

                                       16
<PAGE>

Agreement,  shall  survive the Closing for a period of eighteen (18) months with
the  exception  of  representations  and  warranties  concerning  Paragraph 4(k)
hereof, tax Matters and Paragraph 4(n) hereof, Environmental Matters, which will
survive  for  as long as any claims may be asserted under the applicable periods
of  limitation  for  violations  of  any  tax  or  environmental  law,  rule  or
regulation.

          (c)  Waiver  or  Extension  of Conditions. AGI or Tiger may extend the
time  for or waive the performance of any of the obligations of the other party,
waive  any inaccuracies in the representations or warranties by the other party,
or  waive  compliance by the other party with any of the covenants or conditions
contained  in  this  Agreement.  Any such extension or waiver shall not act as a
waiver  or  extension  of  any  other  provisions  of  this  Agreement.

          (d) Notices. Any notice, request or other document shall be in writing
and  sent  by  registered  or  certified mail, return receipt requested, postage
prepaid and addressed to the party to be notified at the following addresses, or
such  other  address  as such party may hereafter designate by written notice to
all  parties,  which  notice  shall  be  effective  as  of  the date of posting:

               If  to  Tiger:

               226  Pilot  Way
               Martinsburg,  WV  325401
               Attention:  Robert  E.  Crowley

               With  a  copy  to:

               Bradley  T.  Beckman,  Esquire
               Beckman  and  Associates
               Two  Penn  Center  Plaza
               Suite  910
               Philadelphia,  PA  19102

               If  to  AGI:

               6308  Long  Meadow  Road
               McLean,  VA  22101
               Attention:  Wirt  D.  Walker,  III,  Chairman/CEO

               With  copies  to:

               John  F.  Kearney,  Esquire
               Blank  Rome,  LLP
               Watergate-11th  floor
               600  New  Hampshire  Avenue,  NW
               Washington,  DC  20037

                                       17
<PAGE>

               and:

               Daniel  M.  Press,  Esquire
               Chung  &  Press,  P.C.
               6723  Whittier  Avenue
               Suite  302
               McLean,  VA  22101



          (e)  Governing  Law. This Agreement shall be governed by and construed
in  accordance with the substantive laws of the State of Delaware without giving
effect  to  principles  of  conflicts  of  laws.

          (f)  Successors  and Assigns. This Agreement shall be binding upon and
inure  to  the  benefit  of  the  parties  hereto  and  their  respective heirs,
representatives,  successors  and  assigns.

          (g)  Headings.  The subject headings of the Sections of this Agreement
are  included  for  the  purpose  of  convenience  only and shall not effect the
construction  or  interpretation  of  any  of  its  provisions.

          (h)  Counterparts.  This  Agreement  may  be  executed  in two or more
counterparts,  each  of  which  shall  be  deemed  an  original and all of which
together  shall  constitute  but  one  and  the  same  instrument.

          (i)  Entire  Agreement;  Modification.  This  Agreement (including the
schedules  attached  hereto)  and  the  documents  delivered  pursuant  hereto
constitute  the  entire  agreement  and  understanding  between the parties, and
supersede any prior agreements and understandings relating to the subject matter
hereof.  Without  limiting  the  generality  of  the  foregoing,  this Agreement
supersedes  the letter of July 5, 2003 between AGI and Tiger. This agreement may
be  modified  or amended by a written instrument executed by all parties hereto.
Tiger  hereby waives all rights under the Option referenced in the last sentence
of  the  second-to-last  paragraph  of  the  "Disclosure Statement in Support of
Debtor's  First  Amended  Chapter 11 Pan Dated July 5, 2003 (As revised July 30,
2003)"  ("Disclosure  Statement").












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<PAGE>


     13.  Shareholder  Approval;  Expenses.  AGI must obtain the approval of its
shareholders  to an amendment to its Certificate of Incorporation (and otherwise
to  the  transactions  contemplated  hereby) to enable AGI to issue to Tiger the
Purchased  Shares  and  Tiger recognizes that AGI will incur certain costs to do
so, including the cost of an audit, SEC filings, and printing and mailing. Tiger
agrees  to  lend  to  AGI the sum of $66,000 for payment of such costs (the "AGI
Advance").  The  AGI  advance shall be evidence by a promissory note (" the "AGI
Note")  which  shall  be in the form of Exhibit 13 attached hereto. In the event
Tiger  thereafter breaches its agreement to purchase the Purchased Shares at the
Closing  and  provided that all of the conditions precedent to its obligation to
close  have been satisfied), the AGI Advance shall be forgiven and neither Tiger
nor AGI shall any further liability to the other hereunder except as provided in
Section  8(d).  At  Closing, the outstanding balance of the AGI advance shall be
credited  against  the  purchase  price  for  the  Purchased  Shares.

IN  WITNESS  WHEREOF  the  parties have executed this Agreement as of the day of
year  first  written  above.



                                   Tiger  Aircraft,  LLP

                                   By:/s/   N.  Gene  Criss
                                      ------------------------------------------
                                      President  &  COO


                                   Aviation  General,  Inc.

                                   By:/s/  Wirt  D.  Walker,  III
                                      ------------------------------------------
                                      Chairman/CEO













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