Exhibit 10.1


                           AIRCRAFT PURCHASE AGREEMENT

         THIS AIRCRAFT PURCHASE  AGREEMENT (this "Agreement") is entered into as
of the 10th day of September,  1999, by and between  Perpetual  Corporation  and
Lazy Lane Farms,  Inc., or their respective  assigns  ("Buyer"),  and Riggs Bank
N.A. ("Seller").

                                    RECITALS

         WHEREAS, the Seller desires to sell the Aircraft (as defined in Section
1.1 (a)) to the Buyer and the Buyer  desires to purchase the  Aircraft  from the
Seller on the terms and conditions contained herein; and

         WHEREAS, the Seller has sought three market appraisals of the Aircraft,
and Buyer has agreed to pay to Seller the highest  appraised value of such three
appraisals; and

         WHEREAS,  it is the intention of Buyer that the acquisition by Buyer of
title in the Aircraft  qualify as an exchange within the meaning of Section 1031
of the Internal Revenue Code of 1986, as amended,  and the Treasury  Regulations
promulgated thereunder ("IRC"); and

         WHEREAS,  it is the  intention of the Seller that the sale by Seller of
title in the Aircraft  qualify as an exchange within the meaning of Section 1031
of the IRC.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein  contained  and for other good and  valuable  consideration,  the parties
hereto agree as follows:

ARTICLE 1.        SUBJECT MATTER OF SALE

     1.1  (a) Subject to the provisions of this Agreement,  the Seller agrees to
          sell and to deliver to the Buyer and the Buyer  agrees to buy and take
          delivery from the Seller all of the Seller's right, title and interest
          in and to that certain 1982  Gulfstream  III (G-1159A)  model aircraft
          bearing  manufacturer's  serial number 362 and FAA Registration Number
          N800AR,  together  with two Rolls Royce Spey  MK-511-8  model  engines
          bearing  manufacturer's  serial  numbers  11140  and  11141,  and  all
          equipment,  features,  accessories,  instruments,  and components, and
          other  parts  installed  thereon  or  appurtenant  thereto,  all loose
          equipment  and spare parts,  and all Aircraft  Documents as defined in
          Section 1.1(b),  and as additionally  described on Attachment A hereto
          (all  of  the  foregoing  items   collectively   referred  to  as  the
          "Aircraft").
     (b)  For purposes  hereof,  the term  "Aircraft  Documents"  shall mean and
          include  records,   overhaul  records,   maintenance  manuals,  repair
          manuals, flight manuals, crew manuals,  warranty documents,  logbooks,
          authorizations,   wiring  diagrams,  drawings  and  data  required  or
          recommended  by the  manufacturer  of  the  airframe,  engines  or any
          component  or part of the  Aircraft,  or required  with respect to the
          Aircraft, and all issued FAA Form 337's.

<PAGE>


1.2  (a)  With respect to Buyer,  this Agreement,  and Buyer's  agreement to
          sell a certain Hawker 700 (the "Hawker Sale Agreement"),  are mutually
          interdependent.
     (b)  With respect to Seller,  this  Agreement,  and  Seller's  agreement to
          purchase a certain replacement aircraft are mutually interdependent.
1.3       Each Buyer  hereunder  shall  acquire a 50%  undivided  ownership
          interest in the Aircraft.

ARTICLE 2.        PURCHASE PRICE

2.1      All prices,  amounts and payments referred to herein shall be in United
         States Dollars.  The total purchase price for the Aircraft shall be Ten
         Million Three Hundred Fifty-Seven  Thousand Four Hundred Thirty Dollars
         ($10,357,430) (the "Purchase Price") payable at the Closing pursuant to
         Article 3 of this Agreement.

ARTICLE 3.        INSPECTION; CLOSING; DELIVERY OF AIRCRAFT, ETC.

3.1      Inspection.

          (a)  Prior to closing,  Seller shall  provide the Buyer full access to
               the Aircraft and the records  (including  without  limitation the
               Aircraft   Documents)   relating   thereto  for  the  purpose  of
               inspection  (the  "Inspection")  by Buyer and/or the Buyer's duly
               authorized technical representatives;  in order to determine that
               each  item  of  the  Aircraft  is  acceptable  to  Buyer  and  in
               accordance with the provisions of this Agreement.  Buyer may have
               its authorized  representatives on the Aircraft for its flight to
               the Inspection  Facility.  The  Inspection  shall be conducted at
               Buyer's expense, and may include such tests and investigations as
               Buyer may  consider  under the  circumstances  to be necessary to
               satisfy  itself that the general  condition  of the  Aircraft and
               Aircraft   Documents  is  satisfactory   and  complies  with  the
               provisions of this Agreement.  The foregoing shall not affect any
               warranty claim of Buyer under the terms of this Agreement.  Prior
               to and as part of the  Inspection,  Buyer  may  conduct  test and
               acceptance  flights and shall bear the cost of any fuel  utilized
               in connection therewith.
          (b)  Within two (2) Business Days (defined as any weekday which is not
               a bank  holiday in Buyer's  principal  place of  business)  after
               conclusion of the Inspection or, Buyer's  determination  that the
               Aircraft is  satisfactory,  whichever  first occurs,  Buyer shall
               execute and deliver to Seller Exhibit A (the "Aircraft Inspection
               Report") reporting in detail any airworthy items, or deficiencies
               which do not meet the delivery  requirement  of Article 5 herein,
               whereupon the Seller shall, promptly and expeditiously  following
               receipt of such report from Buyer, remedy such deficiencies. Time
               is of the essence in the  commencement  and  completion of repair
               work to resolve any  deficiencies.  Buyer may conduct  such tests
               and investigations as it deems reasonably  necessary,  to confirm
               that Seller has remedied all such deficiencies.

<PAGE>


          (c)  Notwithstanding  the  foregoing,  if at  any  time  prior  to the
               Closing  Time (as  defined in Section  3.2(c)),  the  Aircraft is
               destroyed  or  suffers   substantial  damage  which,  in  Buyer's
               reasonable  opinion,  renders it of lower economic value than the
               Purchase  Price,  Buyer  shall have the right to  terminate  this
               Agreement  upon  written  notice  from  Buyer to  Seller  and the
               parties  shall  have no  further  obligation  to each  other with
               respect to the transaction contemplated hereunder.
3.2      Closing.

         (a)      Within one (1) Business Day after completion of the Inspection
                  and  confirmation  by Buyer of remediation of  deficiencies by
                  Seller with respect thereto:

                  (i)      Seller shall deposit with the Insured  Aircraft Title
                           Services,  P.O. Box 19527,  Oklahoma  City,  OK 73144
                           ("Escrow  Agent") a Federal  Aviation  Administration
                           Aeronautical   Center   Form   8050-2  Bill  of  Sale
                           (hereinafter  "FAA  Bill  of  Sale")  acceptable  for
                           filing  with  the  Federal  Aviation  Administration,
                           undated but otherwise fully  completed,  and executed
                           on behalf of Seller, together with a Warranty Bill of
                           Sale in the form attached hereto as Exhibit B, either
                           of which  shall  be in a form  sufficient  to  effect
                           vesting of title in Buyer; and

                  (ii)     Buyer  shall   deposit   with  the  Escrow  Agent  an
                           Application for  Registration  for the Aircraft fully
                           completed (except for date) and executed on behalf of
                           Buyer.

         (b)      Within  one (1)  Business  Day of  receipt  by the  parties of
                  confirmation  from  Escrow  Agent that all of the  actions and
                  deliveries  required in subparagraph  (a) have been completed,
                  Seller  shall  position  the  Aircraft  at  Washington  Reagan
                  National  Airport (the  "Delivery  Location")  for transfer of
                  title and  consummation  of the transaction  (the  "Closing").
                  Delivery of the Aircraft shall occur  simultaneously  with the
                  Closing. Buyer may have its authorized  representatives on the
                  Aircraft for its flight to the Delivery Location.

          (c)  Upon the proper and timely  positioning  of the  Aircraft  at the
               Delivery  Location  and  upon  fulfillment  of  all  of  Seller's
               obligations  and  agreements  contained  herein,  (i) Buyer shall
               deposit  the  Purchase  Price  with  the  Qualified  Intermediary
               appointed  by Seller (as  referenced  in Section  9.11 hereof) by
               wire transfer,  and then (ii) Seller and Buyer shall  immediately
               instruct  the Escrow  Agent to: (a) date and file the FAA Bill of
               Sale in the  Civil  Aircraft  Registry,  (b)  date  and  file the
               Application for  Registration  with respect to the Aircraft,  and
               (c) release the Warranty Bill of Sale to Buyer. Contemporaneously
               therewith,  Buyer shall  execute and deliver (via  facsimile  and
               mail) to Seller an Aircraft Delivery Receipt in the form attached
               hereto as Exhibit C. Risk of loss, casualty,  liability or damage
               with  respect  to the  Aircraft  shall be deemed to pass to Buyer
               upon Buyer's delivery to Seller of the Aircraft  Delivery Receipt
               (such time being the  "Closing  Time" and the date of the Closing
               Time being the "Closing Date").

<PAGE>


ARTICLE 4.        CONDITION OF AIRCRAFT

4.1      Seller covenants and agrees:

         (a)      that  the  Aircraft  shall  be  delivered  with  any  and  all
                  manufacturer's  recommended inspections (calendar,  hourly, or
                  otherwise) and inspection items up to date and current;

         (b)      that  the  Aircraft  shall  be  delivered  with  any  and  all
                  manufacturer's  recommended  maintenance  programs current and
                  fully paid up to the Closing  Time by Seller,  with account in
                  good  standing and  transferable  to Buyer without cost to the
                  Buyer;

         (c)      that the Aircraft shall be delivered in an airworthy and fully
                  operational  condition,  fit for operations under Parts 91 and
                  135 of the Federal  Aviation  Regulations,  with all  systems,
                  components,  engines, and installed equipment airworthy, fully
                  functional  and  operative,  with  no  leaky  fluids,  meeting
                  manufacturer's recommended specifications,  and with no damage
                  or corrosion, or history thereof;

         (d)      that the Aircraft  shall be delivered with a current and valid
                  United States Standard Airworthiness Certificate,  and all FAA
                  Airworthiness  Directives  and all mandatory  and  recommended
                  Service  Bulletins  with  effective  dates  on or prior to the
                  Closing Date complied with,  including those Service Bulletins
                  that are mandatory  for  enrollment on the Closing Date in any
                  and all maintenance or parts programs for the Aircraft;

         (e)      that the  Aircraft  shall be  delivered  with APU in a service
                  program,  fully paid up to the  Closing  Time by Seller,  with
                  account in good  standing and  transferable  to Buyer  without
                  cost to the Buyer;

         (f)      that  the  Aircraft  shall  be  delivered  with  all  Aircraft
                  Documents  printed  or  published  in  English,  original  and
                  complete,   continuous  and  up-to-date,   and  maintained  in
                  accordance  with industry  standards and the Federal  Aviation
                  Regulations.

<PAGE>


ARTICLE 5.        THIRD PARTY WARRANTIES

5.1      To the extent that any warranties from manufacturers, service providers
         or  suppliers  are still in effect with respect to the  Aircraft,  such
         warranties and all rights thereunder are hereby irrevocably assigned to
         the Buyer and all  documents  evidencing  same are included  within the
         Aircraft  Documents;  and  Seller  will  assist  Buyer  in  maintaining
         continuity of the  warranties  and shall take all  reasonable  steps to
         assist Buyer in asserting and processing  warranty claims directly with
         the manufacturers, service providers or suppliers.

ARTICLE 6.        REPRESENTATIONS, WARRANTES AND LIMITATIONS

6.1  Representations  and Warranties of the Seller. The Seller hereby represents
     and      warrants     as     of     the     date     hereof     and     the
     Closing Date as follows:
         (a)      Seller  is a  national  bank  chartered  under the laws of the
                  United States of America,  possessing perpetual existence as a
                  legal  entity,  having the  capacity to sue and be sued in its
                  own name,  having full power,  legal  right and  authority  to
                  carry on its business as currently conducted,  and to execute,
                  deliver and perform the provisions of this Agreement.

         (b)      The  execution,  delivery,  and  performance by Seller of this
                  Agreement have been duly authorized by all necessary action on
                  behalf of  Seller  and do not  conflict  with or result in any
                  breach of any of the terms or  constitute a default  under any
                  document, instrument, or agreement to which Seller is a party.

         (c)      This  Agreement  constitutes  the  legal,  valid  and  binding
                  obligations of Seller enforceable against Seller in accordance
                  with its terms.

         (d)      Seller has (and on the  Closing  Date shall  have)  exclusive,
                  marketable,  legal and equitable title to the Aircraft and all
                  equipment, components and parts thereof, free and clear of any
                  and all claims, liens,  mortgages or other encumbrances of any
                  kind.

         (e)      Seller  is the  owner of the  Aircraft  and is  authorized  to
                  convey title to the  Aircraft;  and  execution and delivery of
                  the FAA Bill of Sale and Warranty Bill of Sale shall convey to
                  Buyer exclusive,  marketable, legal and equitable title to the
                  Aircraft,  free of any and all liens,  claims and encumbrances
                  of any kind.

         (f)      There are no parts,  systems or  components  on the  Aircraft
                  which are on temporary loan or exchange.

         (g)      Seller  agrees to indemnify  and hold Buyer  harmless from and
                  against any claims made by any broker or other party  claiming
                  an interest in the Aircraft or the purchase price arising from
                  an actual or alleged relationship or agreement with Seller.

<PAGE>


         (h)      Seller  has  paid  all  taxes,  duties,  penalties,   charges,
                  invoices, and statements with respect to the Aircraft incurred
                  on or before the Closing Date,  or if not paid,  Seller hereby
                  indemnifies Buyer from any such expenses.

         (i)      All  representations  and  warranties  hereunder  shall run to
                  Buyer, its successors, and to all persons to whom title to the
                  Aircraft may be transferred.

6.2      Representations  and Warranties of the Buyer.  The Buyer hereby
         represents and warrants as of the date hereof and the Closing
         Date as follows:

         (a)      Buyer,  Perpetual  Corporation,  is a corporation duly formed,
                  validly  existing,  and in good standing under the laws of the
                  State of Delaware,  possessing  perpetual existence as a legal
                  entity,  having  the  capacity  to sue  and be sued in its own
                  name, having full power, legal right and authority to carry on
                  its business as currently conducted,  and to execute,  deliver
                  and perform the provisions of this Agreement.

         (b)      Buyer,  Lazy Lane Farms,  Inc., is a corporation  duly formed,
                  validly  existing,  and in good standing under the laws of the
                  State of Delaware,  possessing  perpetual existence as a legal
                  entity,  having  the  capacity  to sue  and be sued in its own
                  name, having full power, legal right and authority to carry on
                  its business as currently conducted,  and to execute,  deliver
                  and perform the provisions of this Agreement.

         (c)      The  execution,  delivery,  and  performance  by Buyer of this
                  Agreement have been duly authorized by all necessary action on
                  behalf  of Buyer  and do not  conflict  with or  result in any
                  breach of any of the terms or  constitute a default  under any
                  document, instrument, or agreement to which Buyer is a party.

         (d)      This  Agreement  constitutes  the  legal,  valid  and  binding
                  obligations of Buyer  enforceable  against Buyer in accordance
                  with its terms.

6.3      EXCEPT AS  OTHERWISE  PROVIDED IN SECTION  6.1,  THE AIRCRAFT IS HEREBY
         SOLD "AS IS" AND  "WHERE  IS." ALL  OTHER  WARRANTIES  AND  AGREEMENTS,
         EXPRESS OR  IMPLIED,  ARISING BY LAW OR  OTHERWISE,  INCLUDING  BUT NOT
         LIMITED TO, ANY OBLIGATION OR LIABILITY OF SELLER,  WITH RESPECT TO THE
         IMPLIED WARRANTY OF MERCHANTABILITY,  ANY IMPLIED WARRANTY ARISING FROM
         COURSE OF  PERFORMANCE,  COURSE OF DEALING  OR USAGE OF TRADE,  AND ANY
         IMPLIED WARRANTY OF FITNESS,  ACTUAL OR IMPUTED,  OR OTHER LIABILITY OF
         SELLER FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO THE OPERATION
         OF  THE  AIRCRAFT  AND  THE  WORK  THEREON,  ARE  HEREBY  EXCLUDED  AND
         DISCLAIMED.  NO AGREEMENT EXTENDING THIS WARRANTY SHALL BE BINDING UPON
         SELLER UNLESS IN WRITING AND SIGNED BY ITS DULY  AUTHORIZED  OFFICER OR
         REPRESENTATIVE.

<PAGE>


ARTICLE 7.        COSTS AND SALES TAXES

7.1      Aircraft  Costs and  Expenses.  Buyer shall bear all  operating  costs
         and expenses of the Aircraft for flights to or from the
         Inspection Facility, and to the Delivery Location.

7.2      Transaction  Costs and  Expenses.  Except  as  expressly  provided  for
         herein,  each of the parties  hereto shall be  responsible  for its own
         transaction  costs and  expenses,  including  brokerage  fees and legal
         fees. Buyer shall pay Escrow Agent's escrow fees and expenses.

7.3      Sales  Taxes.  Any sales,  use, or similar  taxes,  and any interest or
         penalties on such taxes (unless such interest or penalty is a result of
         any act or omission by or on behalf of Seller, not otherwise authorized
         or directed by Buyer)  arising  from the sale of the Aircraft to Buyer,
         excluding  income,  capital  gain or similar  taxes  imposed on Seller,
         shall be borne by Buyer.  In the event  Seller  receives  notice of any
         proposed  sales,  use or  similar  tax,  audit,  claim,  assessment  or
         proposed  liability  for which Buyer may be liable under this  section,
         Seller shall  promptly  notify Buyer of such  potential tax  liability.
         Buyer  shall  have the right to  control,  manage or defend  any audit,
         claim, assessment, proposed liability or litigation with respect to any
         sales use or similar  tax for which Buyer  bears  responsibility  under
         this section.

ARTICLE 8.        MISCELLANEOUS

8.1      Notices.  All  communications and notices required or permitted by this
         Agreement  shall be in  writing  and  shall be deemed to have been duly
         given or made when delivered by hand, or five Business Days after being
         sent by registered mail, return receipt requested,  postage prepaid, or
         on the  next  Business  Day  when  sent by  overnight  courier  or when
         transmitted  by means of  telecopy  or other  wire  transmission  (with
         request for  assurance  of receipt in a manner  typical with respect to
         communications  of that type and  followed  promptly  with the original
         thereof) in each case at the address set forth below:

         If to Buyer:      Perpetual Corporation              Tel:(202) 789-2130
                           808 17th Street, N.W., Suite 300   Fax:(202) 789-0546
                           Washington, D.C. 20006
                           Attn: Vicki H. Sapp, Vice President

                           Lazy Lane Farms, Inc.              Tel:(202) 789-2130
                           808 17th Street, N.W., Suite 300   Fax:(202) 789-0546
                           Washington, D.C. 20006
                           Attn: Vicki H. Sapp

         If to Seller:     Riggs Bank N.A.                    Tel:(202) 835-6330
                           808 17th Street, N.W., 9th floor   Fax:(202) 835-5906
                           Washington, D.C.  20006
                           Attn:    David Isner
                                    Group Vice President

<PAGE>


8.2      Amendments.  The  provisions  of  this  Agreement  may  not be  waived,
         altered,  modified,  amended,  supplemented or terminated in any manner
         whatsoever  except  by  written  instrument  signed  by  an  authorized
         signatory of each party hereto.

8.3      Entire Agreement.  Buyer and Seller agree that the terms and conditions
         of this Agreement, including all exhibits hereto, constitute the entire
         agreement between the parties.

8.4      Assignment.  Seller  may  assign its  rights,  but not its  obligations
         hereunder as provided in Section 8.11. Buyer may assign its rights, but
         not its  obligations,  as  provided  in Section  8.12  hereunder.  This
         Agreement shall inure to the benefit of and be binding upon each of the
         parties hereto and their respective successors and assigns.

8.5      Headings and References.  The division of this Agreement into Sections,
         and the insertion of headings,  are for  convenience  of reference only
         and  shall  not  affect  the  construction  or  interpretation  of this
         Agreement.

8.6      Counterparts.  This  Agreement  may be fully  executed in any number of
         separate   counterparts  by  each  of  the  parties  hereto,  all  such
         counterparts together constituting but one and the same instrument.

8.7      Governing  Law.  This  Agreement  shall be governed,  interpreted,  and
         construed in  accordance  with the laws of the District of  Washington,
         without regard for its conflict of laws provisions.

8.8      Non-Waiver.  Any  failure at any time of either  party to  enforce  any
         provision  of this  Agreement  shall  not  constitute  a waiver of such
         provision  or  prejudice  the  right  of such  party  to  enforce  such
         provision at any subsequent time.

8.9      Time is of the  Essence.  Unless  specifically  stated to the  contrary
         herein,  time shall be of the  essence for all events
         contemplated hereunder.

8.10     Survival.  The  representations,  warranties,  covenants  and
         agreements  of Buyer and Seller  shall  survive  the Closing in
         perpetuity.

8.11     Seller's Tax-Free Exchange. Seller hereunder desires to exchange all of
         Seller's right,  title, and interest in the Aircraft for other property
         of like kind and  qualifying  use within the meaning of Section 1031 of
         the IRC. In furtherance thereof, Seller expressly reserves the right to
         assign its rights,  but not its  obligations,  hereunder to a Qualified
         Intermediary as provided in IRC Reg. 1.103l(k)-l(g)(4) on or before the
         Closing Date.

<PAGE>


8.12     Buyer's Tax-Free  Exchange.  Buyer hereunder  desires to exchange other
         property of like kind and  qualifying use within the meaning of Section
         1031 of the IRC, for all of Seller's  right,  title and interest in the
         Aircraft. In furtherance thereof, Buyer expressly reserves the right to
         assign its rights,  but not its  obligations,  hereunder to a Qualified
         Intermediary  as provided in IRC Reg.  1.10310(k)-1(g)(4)  on or before
         the Closing Date.

8.13     Confidentiality.  Subject to any federal or state regulatory provisions
         applicable to Seller,  the terms and  conditions of this  Agreement and
         all writings,  discussions,  and  negotiations  in connection  with the
         transaction  contemplated  by  this  Agreement  shall  remain  strictly
         confidential  and shall not be discussed  by either  party  without the
         prior written consent of the other party.


         IN WITNESS WHEREOF, the undersigned have entered into this Agreement as
of the date first indicated above.

                                                     SELLER:

                                                     RIGGS BANK N.A.


                        By:/s/   JOHN L. DAVIS
                        -------------------------------------
                        Print:   John L. Davis
                        Title:   Executive Vice President and
                                 Chief Financial Officer


BUYER:                                      BUYER:

PERPETUAL CORPORATION                       LAZY LANE FARMS, INC.



By: /s/  LAWRENCE I. HEBERT               By: /s/  LAWRENCE I. HEBERT
---------------------------               ---------------------------
Print:   Lawrence I. Hebert               Print:   Lawrence I. Hebert
Title:   President                        Title:   Vice President




<PAGE>


                                  ATTACHMENT A






               Attach a specification sheet for the Aircraft.




<PAGE>


                                    EXHIBIT A

                           AIRCRAFT INSPECTION REPORT


DATE:15 September, 1999
     ------------------


TO:      Riggs Bank N.A.
         808 17th  Street, N.W., 9th Floor
         Washington, D.C. 20006
         Attn:    David E. Isner,
                  Group Vice President

                  Re:      1982  Gulfstream  III  (G-1159A)  aircraft  bearing
                           manufacturer's  serial  number  362 and  United
                           States registration number N800AR

Dear Mr. Isner:

               Pursuant  to  that  certain  Aircraft  Purchase   Agreement  (the
"Agreement") dated as of the 10th day of September, 1999, by and between
Perpetual Corporation and Lazy Lane Farms, Inc. (collectively "Buyer") and Riggs
Bank N.A. ("Seller"), with regard to the above-referenced aircraft (the
"Aircraft"),  this letter  confirms that Buyer has completed its inspection of
the Aircraft on this date.

CHECK ONE:

|x|      The  inspection of the Aircraft  revealed no  airworthiness  items,  or
         discrepancies which do not meet manufacturer's tolerances. The Aircraft
         is satisfactory and in the inspection  condition  required for delivery
         on the Closing  Date,  and is hereby  accepted in  accordance  with the
         terms thereof.


|_|      Subject to  Seller's  timely  remediation,  at  Seller's  sole cost and
         expense, of the airworthiness items, or discrepancies which do not meet
         manufacturer's tolerances listed in the attachment




                                    *****



<PAGE>


         hereto,  the Aircraft is satisfactory  and in the inspection  condition
         required  for  delivery on the Closing  Date and is hereby  accepted in
         accordance with the terms thereof.

SINCERELY,                                           AGREED AND ACCEPTED

BUYER:                                               SELLER:

PERPETUAL CORPORATION                                RIGGS BANK N.A.




By:/s/   LAWRENCE I. HEBERT               By:/s/   JOHN L. DAVIS
---------------------------               ----------------------
Print:   Lawrence I. Hebert               Print:   John L. Davis
Title:   President                        Title:   Executive Vice President and
                                                   Chief Financial Officer
                                          Date:    9/15/99
                                                   -------
LAZY LANE FARMS, INC.


By: /S/  LAWRENCE I. HEBERT
    -----------------------
Print:   Lawrence I. Hebert
Title:   Vice President


<PAGE>


                                    EXHIBIT B

                              WARRANTY BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS:

THAT, Riggs Bank N.A. ("Seller"), is the lawful owner of the full legal
and beneficial title to:

         That certain 1982  Gulfstream  III  (G-1159A)  model  aircraft  bearing
         United  States  Registration  Number N800AR and  manufacturer's  serial
         number 362,  together with two Rolls Royce Spey MK-511-8 model engines,
         bearing  manufacturer's  serial numbers 11140 and 11141,  and all other
         appliances,  data,  parts,  instruments,  appurtenances,   accessories,
         furnishings, or other equipment or property installed on or attached to
         said  aircraft and engines as well as loose  equipment and the Aircraft
         Documents  associated  with  the  above,  as  defined  in that  certain
         Aircraft  Purchase  Agreement  (the  "Agreement")  between  Seller  and
         Perpetual  Corporation/Lazy  Lane Farms, Inc.  (collectively  "Buyer"),
         dated  the  10TH  day  of  September,  1999,  all  of  which  shall  be
         hereinafter referred to collectively as the "Aircraft".

THAT, for good and valuable consideration as provided in this Agreement, receipt
and  adequacy  of  which  is  hereby  acknowledged,  Seller  does as of the date
provided below, grant,  convey,  transfer,  deliver and set over all of Seller's
right,  title  and  interest  in and to the  Aircraft  unto  Buyer  and unto its
successors and assigns forever, as follows:

         1.       Perpetual Corporation - 50% undivided ownership interest
         2.       Lazy Lane Farms, Inc. - 50% undivided ownership interest

THAT, Seller hereby warrants to Buyer, its successors and assigns, that there is
hereby conveyed to Buyer on the date hereof,  exclusive,  marketable,  legal and
equitable  title  to  the  Aircraft  free  and  clear  of  any  and  all  liens,
encumbrances  and rights of others,  and that it will  warrant  and defend  such
title forever against all claims and demands whatsoever.

THAT,  this Bill of Sale is to be read together  with,  and does not supersede a
bill of sale  delivered  with  respect to the  Aircraft on a form  suitable  for
recordation with the Federal Aviation Administration.

IN WITNESS  WHEREOF,  Seller has  caused  this  instrument  to be  executed  and
delivered by its duly authorized signatory as of this 15TH day of September,
1999.

                                     SELLER:

                                 RIGGS BANK N.A.

                                 By:      /s/ JOHN L. DAVIS
                                          -----------------
                                 Print:   John L. Davis
                                 Title:   Executive Vice President and
                                          Chief Financial Officer
<PAGE>

                                    EXHIBIT C

                            AIRCRAFT DELIVERY RECEIPT

         As of this 15th day of September,1999,  Perpetual  Corporation/
Lazy Lane Farms,  Inc.  (collectively  "Buyer")  accepts  delivery  at
Washington  Reagan National Airport, of the aircraft described below:

         That certain 1982  Gulfstream  III  (G-1159A)  model  aircraft  bearing
United States Registration Number NS800AR and manufacturer's  serial number 362,
together   with  two  Rolls  Royce  Spey   MK-511-8   model   engines,   bearing
manufacturer's  serial numbers 11140 and 11141, and all other appliances,  data,
parts, instruments, appurtenances,  accessories, furnishings, or other equipment
or property  installed  on or attached to said  aircraft  and engines as well as
loose equipment and the aircraft documents associated with the above, as defined
in that certain  Aircraft  Purchase  Agreement (the  "Agreement") by and between
Buyer and Riggs Bank N.A. ("Seller"),  dated the 10th day of September,  1999,
all of which shall be hereinafter referred to collectively as the "Aircraft".

         Buyer has inspected the Aircraft and all Aircraft Documents, as defined
in the Agreement.

         The  Aircraft is accepted  as meeting the terms and  conditions  of the
Agreement this 15th day of September, 1999.

BUYER:

PERPETUAL CORPORATION                                LAZY LANE FARMS, INC.

By:  /s/ LAWRENCE I. HEBERT                          By: /S/  LAWRENCE I. HEBERT
     ----------------------                              -----------------------
Print:   Lawrence I. Hebert                          Print:   Lawrence I. Hebert
Title:   President                                   Title:   Vice President

ACKNOWLEDGED AND AGREED:

SELLER:

RIGGS BANK N.A.

By:  /S/ JOHN L. DAVIS
     -----------------
Print:   John L. Davis
Title:   Executive Vice President and
         Chief Financial Officer
Date:    9/15/99
         -------