Exhibit 10.2

                                  Gulfstream(R)
                     OUTFITTED GULFSTREAM V SALES AGREEMENT
                                   CONDITIONS





Subject to the Terms of  Gulfstream V Sales  Agreement  contained in Addendum I,
which is incorporated herein and made a part hereof by reference,  the BUYER and
GULFSTREAM AEROSPACE CORPORATION ("GULFSTREAM") agree as follows:

ARTICLE 1         DEFINITIONS

The following  definitions  shall apply to the following terms used in the Terms
and Conditions of the Gulfstream V Sales Agreement:

"Agreement"  shall mean the Terms of the  Gulfstream V Sales  Agreement  and the
Conditions of the Gulfstream V Sales Agreement.

"Aircraft"  shall  mean the  Gulfstream  V  aircraft,  more fully  described  in
Addendum I.

"Aircraft  Service  Changes" are GULFSTREAM  published  documents under the same
name which provide detailed instructions for modifications to the Aircraft.

"Authorized Warranty Repair Facility" shall mean an independently owned aircraft
repair facility which has entered into a Gulfstream  Authorized  Warranty Repair
Agreement with GULFSTREAM to provide certain warranty services at specific terms
and conditions.  The identity and location of the current Gulfstream  Authorized
Warranty  Repair   Facilities  are  available  upon  request  from   GULFSTREAM.
GULFSTREAM  reserves the right to add and delete  facilities from its Gulfstream
Authorized Warranty Repair Facility list at its sole discretion.

"Certificate  of  Airworthiness"  shall  mean the FAA  document  confirming  the
Aircraft has been  inspected  and found to conform to the Type  Certificate,  is
safe  for  operation,  and has  been  shown  to  meet  the  requirements  of the
applicable  comprehensive and detailed airworthiness code as provided by Annex 8
to the Convention on International Civil Aviation.

"Components" shall mean components, systems, accessories, equipment, or parts of
the Aircraft not otherwise  included in the  definition of Primary and Secondary
Structure.

"Delivery  Time" is the date the BUYER and GULFSTREAM  execute the Memorandum of
Delivery pursuant to the terms of Article 2.

"Discrepancy"  shall mean a condition in the Aircraft  which does not conform to
the Product Specification or warranted condition of the Aircraft.

"FAA" shall mean the United States of America. Department of Transportation,
Federal Aviation Administration.

"Operational Delivery" shall mean the first flight of the Aircraft following the
Aircraft's Outfitting.

"Outfitting"  or  "Outfitted"  shall refer to the  initial  addition of interior
furnishings  and  equipment  and external  paint to the  Aircraft.

"Preliminary  Acceptance  Time" is the date the BUYER executes the Memorandum of
Preliminary  Acceptance  pursuant  to the  terms  of  Article  2.

"Primary  and  Secondary  Structure"  shall  mean the  aluminum,  steel,  and/or
graphite or fiberglass  composite  materials,  including the fasteners  attached
thereto,  which form the fuselage,  wings, vertical and horizontal  stabilizers,
flight control surfaces, fairings, doors, and engine mounts including attachment
and support structures found within these areas.

"Service  Bulletins"  shall mean GULFSTREAM  published  documents under the same
name which give general advice to operators of the Aircraft.

<PAGE>


ARTICLE 2          DELIVERY

Section 2.1                Preliminary Delivery and Acceptance

A.  GULFSTREAM  shall  tender  the  Green  Aircraft  to  BUYER  for  Preliminary
Acceptance at GULFSTREAM's plant in Savannah,  Georgia on or about the Scheduled
Preliminary  Acceptance Date. GULFSTREAM shall give BUYER not less than five (5)
days advance written notice of the actual tender date at which time the Aircraft
shall have a valid  Certificate of Airworthiness  and be available for immediate
flight  testing.  Within  fifteen (15) days of receipt of  GULFSTREAM's  notice,
BUYER, at its sole discretion,  shall elect either to inspect the Green Aircraft
per the  procedures  set forth  below or accept the  Aircraft  for  purposes  of
identifying  it as the Aircraft to be  Outfitted  under this  Agreement  without
inspection  at this time by executing a Memorandum  of  Preliminary  Acceptance,
reserving all BUYER's rights to further inspections.

B. If BUYER  elects to  inspect  the  Aircraft  under  Section  2.1A,  the Green
Aircraft  shall be made  available for inspection and initial flight test of not
more than two (2) hours duration participated in by not more than two (2) of the
BUYER's   representatives   to  confirm  that  the  Green   Aircraft  meets  its
requirements  as  identified  in this  Agreement  and is acceptable to BUYER for
further  Outfitting.  Following the  completion of this initial  flight test and
correction  of  Discrepancies,  if any,  BUYER  shall  execute a  Memorandum  of
Preliminary  Acceptance  which may list  deferred  Discrepancies,  but otherwise
reserves  BUYER's rights to require that the identified  Aircraft meet the terms
of this Agreement at the Delivery Time.

C. The BUYER, at its sole election,  may require  GULFSTREAM to deliver to BUYER
an FAA Bill of Sale or a  Warranty  Bill of Sale at the  Preliminary  Acceptance
Time if all current payment obligations under Addendum I have been met.

Section 2.2                Final Delivery and Acceptance

A.  Following the  completion  of the  Outfitting,  GULFSTREAM  shall tender the
Aircraft  to BUYER for final  inspection  and flight  testing at the  Completion
Facility  and  delivery at the  Completion  Facility  on or about the  Scheduled
Delivery Date.  GULFSTREAM  shall give BUYER not less than five (5) days advance
written  notice of the actual  tender date at which time the Aircraft  will have
been reissued a Certificate of Airworthiness  and be in the condition  warranted
by  GULFSTREAM  under Article 6 hereof.  Within  fifteen (15) days of receipt of
GULFSTREAM's  notice, BUYER shall commence inspection of the Aircraft and flight
testing of the Aircraft of not more than two (2) hours duration by not more than
two (2) of BUYER's  representatives to confirm that the Aircraft meets the terms
of this  Agreement.  Any  Discrepancies  discovered  during  this flight test or
inspection  shall be  promptly  corrected  by  GULFSTREAM  at no cost to  BUYER.
Following the correction of a Discrepancy,  the Aircraft shall be reinspected or
flight tested as appropriate.

B. Upon the completion of the inspection and flight tests reasonably required by
BUYER to  confirm  that the  Aircraft  meets the terms  and  conditions  of this
Agreement and is free of Discrepancies,  the BUYER shall execute a Memorandum of
Delivery.  Upon BUYER's  execution of the  Memorandum  of Delivery,  BUYER shall
remit the balance of the Total  Purchase  Price as determined  under Addendum I,
and GULFSTREAM  shall deliver  possession of the Aircraft to BUYER together with
the Bills of Sale  required  under this  Agreement to the extent not  previously
delivered.

<PAGE>

Section 2.3 Upon  delivery by GULFSTREAM to BUYER of a Bill of Sale under either
Section 2.1 or 2.2, all risks of loss or damage to the  Aircraft  shall be borne
by BUYER,  and further,  title to the  Aircraft  shall pass from  GULFSTREAM  to
BUYER.  Upon BUYER's  execution of the  Memorandum of Delivery and final payment
under Addendum I, title to all Outfitting  shall pass to BUYER free and clear of
any security interest or other lien or encumbrance  liens.  GULFSTREAM  warrants
that the  transfer of title in the  Aircraft to BUYER under this  Section  shall
vest full title in BUYER free and clear of any  security  interest or other lien
or encumbrance against the Aircraft.

Section 2.4 If BUYER does not meet its  obligations  to execute a Memorandum  of
Preliminary  Acceptance,  inspect  or flight  test the  Aircraft,  or  execute a
Memorandum of Delivery,  then (1) any unpaid balance of the Total Purchase Price
as  determined  under  Addendum I shall become due and payable,  (2) all risk of
loss or damage  to the  Aircraft  shall  thereafter  be borne by BUYER,  and (3)
GULFSTREAM  shall provide the Aircraft with suitable outside storage and routine
maintenance at the expense of BUYER.  Further,  upon ten (10) days prior written
notice to  BUYER,  GULFSTREAM  may  terminate  this  Agreement  no  sooner  than
twenty-five  (25) days after the unpaid  balance of the Total Purchase Price has
become due, and payable  under this  Section 2.4 and pursue its  remedies  under
Section 9.2.

Section  2.5 All fuel costs and pilot  expenses  associated  with  flight  tests
conducted  under this Article 2 shall be at the expense of GULFSTREAM.  All fuel
costs and pilot  expenses  associated  with ferry  flights  conducted  after the
Preliminary Acceptance Time shall be at the expense of BUYER.

Section 2.6 If after the Delivery Time,  the Aircraft  remains in or is returned
to GULFSTREAM's care,  custody,  or control for any purpose,  BUYER shall retain
risk of loss and hereby  agrees to waive on behalf of itself  and its  insurance
carrier(s)  any  aircraft  hull or  property  claim,  by way of  subrogation  or
otherwise,  against  GULFSTREAM  for damages to or loss of the Aircraft while in
flight arising out of or by reason of such care, custody, or control,  including
claims that such damages or loss are the result of GULFSTREAM's  own negligence.
Nothing  in this  Section  2.6  shall be  deemed to  release  GULFSTREAM  of its
obligations for third parties claims for personal  injuries or deaths alleged to
be caused by GULFSTREAM's negligence.


ARTICLE 3         TAXES AND PAYMENT OBLIGATIONS

Section 3.1 Time is of the essence in the payment of all obligations  under this
Agreement.  All payments not  received  when due shall bear  interest at two (2)
percentage  points above the prime rate charged by The Chase Manhattan Bank, New
York,  New York or its  successor on the date due,  provided  such interest rate
shall not exceed the maximum rate permitted by law

Section 3.2
A. The Total Purchase Price does not include any sales, use, personal  property,
excise  or other  similar  taxes or  assessments  which  may be  imposed  by any
governmental authority upon this sales transaction,  the Aircraft itself, or the
use thereof by BUYER.  BUYER agrees to pay any and all such taxes or assessments
which  GULFSTREAM will be obligated to collect.  At its sole expense,  BUYER may
defend  against  the  imposition  of any such  taxes  which it is or may be held
obligated by law to pay.  GULFSTREAM shall notify BUYER of any such tax that any
governmental  authority  is  seeking to collect  from  GULFSTREAM  and BUYER may
assume the  defense  thereof  at its sole  expense.  If BUYER  does not  defend,
GULFSTREAM  may pay the asserted  tax and BUYER shall  thereupon be obligated to
reimburse  GULFSTREAM for said tax and all reasonable  expenses related thereto.
With  respect to sales and use tax,  BUYER agrees to either  provide  GULFSTREAM
with a sales and use tax certificate of exemption in the form attached hereto as
Appendix  A at the  Delivery  Time or if no  sales  and use tax  certificate  of
exemption is provided to GULFSTREAM to pay GULFSTREAM the appropriate  sales and
use taxes or assessments prior to the Delivery Time.

<PAGE>

B. The Total  Purchase  Price  includes  all sales,  excise,  or  similar  taxes
assessed on the sale of materials or equipment to GULFSTREAM  for  incorporation
into the Aircraft and any personal  property taxes assessed against the Aircraft
or any  part  thereof  prior  to the  Delivery  Time,  and  the  BUYER  is not
responsible for any additional payment in respect thereto. GULFSTREAM shall also
pay  any  taxes  imposed  by the  United  States  government,  or any  political
subdivision thereof, on the income resulting from the sale of the Aircraft.

ARTICLE 4         TECHNICAL DATA

Section 4.1 At the Delivery Time,  GULFSTREAM shall deliver to BUYER one (1)
copy (together with all amendments to date, where applicable) of each of the
following:

A.       FAA Bill of Sale,

B.       Warranty Bill of Sale in the form attached hereto as Appendix B,

C.       Flight Manual approved by the FAA (including a Cruise Control Manual),

D.       Maintenance Manual (including Chapter 5 "Time Limits/
         Maintenance Checks"),

E.       Wiring Diagrams,

F.       Parts Catalog,

G.       Service Bulletins and Aircraft Service Changes currently applicable to
         the Aircraft,

H.       Airframe, Engines and Auxiliary Power Unit Logbook,

I.       FAA Certificate of Airworthiness,

J.       Weight and Balance Manual,

K.       Structural Repair Manual,

L.       Operating Manual,

M.       Quick Reference Handbook.

Section 4.2  Commencing on the date of execution of this  Agreement,  GULFSTREAM
will deliver to BUYER,  from time to time,  printed copies of Service  Bulletins
and Aircraft Service Changes  applicable to the Aircraft.  GULFSTREAM,  from and
after the Delivery Time,  will also furnish to BUYER,  at no additional  charge,
any amendments to the manuals and catalog described in Section 4.1 applicable to
the Aircraft for a period of ten (10) years after the Delivery Time.

Section 4.3 It is understood that all of the publications,  data,  drawings,  or
other  information  described in this Article 4 or in the Product  Specification
are proprietary to GULFSTREAM and that all  intellectual  property rights belong
to GULFSTREAM,  shall be kept confidential by BUYER, and shall not be disclosed,
used, or transmitted to others except for the purpose of permitting BUYER or any
subsequent  owner to  maintain,  operate  or repair  the  Aircraft,  or make any
permitted installation or alteration thereto.

ARTICLE 5         SPARE PARTS

Section  5.1  GULFSTREAM  shall  maintain a  reasonable  stock of  suitable  and
interchangeable   spare  parts  for  the  Aircraft   for  routine   repairs  and
replacements  for a period  of  twenty  (20)  years  after  the date  GULFSTREAM
delivers its last production model of the Gulfstream V Aircraft.

<PAGE>

ARTICLE 6         WARRANTY

Section 6.1                General
A.       Subject to the  limitations  and  conditions  hereinafter  set forth,
GULFSTREAM  warrants  that the  Primary  and  Secondary Structure and the
Components of the Aircraft supplied hereunder shall

(1)      at the Delivery Time be free from:

         (a)      defects in material or workmanship,

         (b)      defects arising from the selection of material or process of
                  manufacture,

         (c) defects  inherent in the design thereof in view of the state of the
             art at the time of design thereof,

(2)      at the Delivery Time and throughout the periods identified in Section
         6.2  be free from:

         (a)      defects  arising  from the  failure to conform to the  Product
                  Specification as it may be changed pursuant to this Agreement,
                  except  failure  to conform to such  portions  of the  Product
                  Specification stated to be estimates,  approximations,  design
                  objectives or design criteria, or described as not guarantees,
                  and

         (b)      defects  arising  from the  failure to conform to the FAA Type
                  Certificate,  as the Type Certificate  existed at the Delivery
                  Time; and

(3)      at the Delivery Time and throughout the periods  identified in the BMW
         Rolls-Royce  GmbH warranty  provided under Section 6.7
         be free from:

         (a)      defects in workmanship furnished by GULFSTREAM in the process
                  of installation of the engines and nacelles, and

         (b)      defects  inherent  in the  design of the  installation  of the
                  engines  and  nacelles  in view of the state of the art at the
                  time of the design thereof.

B. Subject to the limitations and conditions  hereinafter set forth,  GULFSTREAM
warrants that the Outfitting of the Aircraft  supplied  hereunder  shall, at the
Delivery Time, be free from:


         (1)      defects arising from the failure to conform to the Completion
                  Specification,

         (2)      defects in  materials  or  workmanship  of  Primary  or
                  Secondary Structure or Components manufactured by GULFSTREAM,

         (3)      defects in workmanship furnished by GULFSTREAM in the process
                  of installation of Components, and

         (4)      defects inherent in the design of the installation of
                  Components,  in view of the state of the art at the time of
                  the design thereof.

Section 6.2                Duration
A. The extent of  GULFSTREAM's  liability  under  Section  6.1A  Warranty  as to
defects in the Primary and  Secondary  Structure  is limited to the repair under
Section 6.3 of all such defects in the Aircraft  which are  discovered  within a
period from the Delivery Time of twenty (20) years or twenty  thousand  (20,000)
hours of flight operation of the Aircraft, whichever is shorter.

B. The extent of  GULFSTREAM's  liability  under  Section  6.1A  Warranty  as to
defects in all  Components  other than the  Components  listed in Section 6.7 is
limited  to the  repair  under  Section  6.3 of all such  defects  which  become
apparent in the  Aircraft  through  seventy-two  (72)  months from the  Aircraft
initial Certificate of Airworthiness.

<PAGE>

C.  Notwithstanding the foregoing Section 6.2A and B, the extent of GULFSTREAM's
liability  under  Section  6.1B  Warranty  for  the  Outfitting  is  limited  to
correction  at its  expense of all such  defects  which  become  apparent in the
Aircraft within a period from the Delivery Time of twelve (12) months.

Section 6.3                Repairs
A. GULFSTREAM's obligation for a breach of a warranty provided under Section 6.1
during the  periods  described  in Section 6.2 shall be to repair,  replace,  or
correct,  at  GULFSTREAM's  sole election,  the defective part or condition with
reasonable  care and  dispatch.  All parts and labor  required  to  support  the
disassembly  and/or removal of the defective  Primary or Secondary  Structure or
Component and installation and reassembly of the corrected  Primary or Secondary
Structure or Component shall be at GULFSTREAM's  expense,  provided such work is
performed at GULFSTREAM's facilities or an Authorized Warranty Repair Facility.

B. The cost of a temporary or interim  repair,  replacement,  or correction of a
defect  covered  under this Article 6 Warranty and  authorized  by GULFSTREAM by
facsimile, telex, or otherwise in writing shall be at GULFSTREAM's expense.

C.  GULFSTREAM's  obligation under this Section 6.3 shall include  correction or
repair  for  defects  to the  Primary  and  Secondary  Structure  or  Components
documented by Service  Bulletins or Aircraft  Service Changes to the extent such
defects would otherwise be covered under this Article 6 Warranty.

D. All  transportation  costs,  including the costs associated with ferrying the
Aircraft to and from  GULFSTREAM's  facilities or an Authorized  Warranty Repair
Facility or the shipment of defective or repaired,  replaced, or corrected parts
or Components under this Article 6 Warranty, shall be at BUYER's expense.

Section 6.4                Exclusions
GULFSTREAM's obligations under Section 6.3 above exclude the following:

A.   Routine inspections other than those specifically required by GULFSTREAM or
     a  governmental  authority  to inspect  for known  design or  manufacturing
     defects;

B.   Routine  maintenance as specified in the Aircraft's  Maintenance Manuals or
     GULFSTREAM's   Computerized   Maintenance   Program,   including  scheduled
     replacement of life limited components;

C.   Repair or replacement due to normal wear and tear;

D.   Repair or replacement of consumable parts and materials;

E.   Repair  or  replacement  of  defective   Components   covered  by  the  BMW
     Rolls-Royce GmbH warranty identified in Section 6.7; or

F.   After  expiration  of the twelve (12) month  warranty in Section 6.2C above
     repair  or  replacement  of  defective  Components  incorporated  into  the
     Aircraft  as  part  of  the  Outfitting  that  were  not   manufactured  by
     GULFSTREAM.

Section 6.5                Exclusion for Misuse
The-warranties  set forth in this  Section  6.1 shall not apply to any defect in
the Aircraft or parts thereof (1) which is the proximate  result of an accident,
misuse,   neglect,   improper   installation,   improper  repair,   or  improper
modification by persons other than  GULFSTREAM,  its agents or employees,  or an
Authorized Warranty Repair Facility: (2) if the Aircraft parts were not obtained
by BUYER from  GULFSTREAM,  its agents or employees,  or an Authorized  Warranty
Repair Facility or a source authorized by GULFSTREAM;  or (3) if the Aircraft or
parts thereof have not been operated or maintained in accordance with
GULFSTREAM's  approved  operating  and  maintenance  manuals,  instructions,  or
bulletins issued in respect of the Aircraft.

<PAGE>

Section 6.6                BUYER's Obligations
To be entitled to the benefits of the warranty set forth in this Article 6,

A. BUYER shall  report all failures or defects in writing,  by  telegram,  or by
facsimile to GULFSTREAM  prior to the alleged defect being  corrected and within
sixty (60) days following such failure or defect becoming apparent, and

B. BUYER shall maintain  complete  records of operations and  maintenance of the
Aircraft  and  engines  and make  those  records  available  to  GULFSTREAM  for
GULFSTREAM's  inspection.   Failure  to  maintain  such  records  shall  relieve
GULFSTREAM of its warranty obligation hereunder.

Section 6.7                BMW Rolls-Royce GmbH Warranty
Except to the extent identified in Section 6.1A(31. GULFSTREAM's liability under
Section 6,1 and  obligations  under Sections 6.2 and 6.3 do not apply to the BMW
Rolls-Royce  BR 710  Engines,  nacelles,  and spare parts.  However,  GULFSTREAM
represents  that the separate  warranty  from BMW  Rolls-Royce  GmbH is attached
hereto and will be extended by BMW Rolls-Royce GmbH for these items to BUYER.

Section 6.8                Disclaimer and Release of Other Obligations
A. THE  WARRANTIES  SET FORTH IN THIS ARTICLE 6 ARE EXCLUSIVE AND IN LIEU OF ALL
OTHER WARRANTIES (EXCEPT FOR THE WARRANTY OF TITLE) AND REPRESENTATIONS EXPRESS,
IMPLIED,  OR STATUTORY,  INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS (INCLUDING FITNESS FOR A PARTICULAR PURPOSE).  These
warranties are also in lieu of all other  obligations and warranties  (including
without limitation,  the implied warranties of merchantability and fitness for a
particular purpose) related to any modifications, repairs, replacement parts, or
service  change kits which may hereafter be furnished by GULFSTREAM to BUYER for
use on the Aircraft either pursuant to this Article 6 or otherwise.

B Except for the obligations  expressly  undertaken by GULFSTREAM herein,  BUYER
hereby waives and releases all rights,  claims, and remedies with respect to any
and all warranties express,  implied or statutory (including without limitation,
the implied warranties of merchantability and fitness), duties, obligations, and
liabilities  in tort or  contract  arising  by law or  otherwise  including  (1)
liability  for  GULFSTREAM's  own  negligence,  (2) strict  liability or product
liability,  and (3) any  obligations of GULFSTREAM with respect to incidental or
consequential damages, damages for loss of use, or change in market value of the
Aircraft.

C. If an alleged defect which would be covered by this Article 6 Warranty causes
the destruction of the Aircraft beyond  economical  repair,  then and only then,
BUYER hereby waives and releases for itself and its insurers all rights, claims,
and  remedies  with  respect to any claims for the  recovery of the value of the
Aircraft  or for  loss  of use of the  Aircraft  with  respect  to any  and  all
warranties  expressed  (including  those provided in this Article 6), implied or
statutory   (including   without   limitation,   the   implied   warranties   of
merchantability and fitness),  duties,  obligations,  and liabilities in tort or
contract  arising by law or otherwise  including (1) liability for  GULFSTREAM's
own negligence or (2) strict liability or product  liability.  This Section 6.8C
shall not be interpreted to affect in any way GULFSTREAM's obligations,  if any,
for third party claims for property damage, personal injury, or wrongful death.

<PAGE>

Section 6.9                150 Hour Inspection
GULFSTREAM  shall  perform  GULFSTREAM's  recommended  150 hour post  production
warranty inspection on the Aircraft at no charge to BUYER. Such inspection shall
be performed at GULFSTREAM's facility or an Authorized Warranty Repair Facility.
Transportation costs shall be at BUYER's expense.

Section 6.10      Assignment
The warranties set forth in this Article 6 shall run to BUYER, its
successors,  assigns,  and to all  persons  whom  title to the  Aircraft  may be
transferred  during the warranty  period set forth in this  Article 6,  provided
that the  subsequent  purchaser  agrees in writing  to all terms and  conditions
contained within this Article 6 and performs all obligations of BUYER hereunder.

Section 6.11      Modification
No agreement or  understanding  varying or extending  these  warranties  will be
binding  upon  GULFSTREAM  unless  in  writing,  signed  by  a  duly  authorized
representative of GULFSTREAM.

ARTICLE 7         CHANGES

Section 7.1 Prior to the Delivery Time, GULFSTREAM shall have the right, without
the prior written  consent of BUYER,  to make changes in the Aircraft or Product
Specification and to substitute equivalent  equipment,  accessories or materials
in the Aircraft  where such  changes or  substitutions  are deemed  necessary by
GULFSTREAM  to prevent  delays in  manufacture  or  delivery  or to improve  the
performance, producibility, stability, control, utility, safety, pilot workload,
maintenance,  or  appearance  of the  Aircraft  provided  that such  changes  or
substitutions shall not adversely affect the Delivery Time or the performance of
the Aircraft. All costs of any such changes shall be borne by GULFSTREAM.

Section 7.2 GULFSTREAM  will make any changes in the Aircraft which are required
by applicable law or  interpretation  thereof by the FAA established  after the
execution  date of  this  Agreement  and  before  the  Delivery  time to  permit
GULFSTREAM to obtain the appropriate Certificate of Airworthiness as referred to
in Section 2.1. GULFSTREAM will give notice to BUYER upon obtaining knowledge of
such requirement.  BUYER shall remit to GULFSTREAM at the Delivery Time one-half
of the amount of the  reasonable  costs  incurred  by  GULFSTREAM  to effect the
change,  or give  GULFSTREAM  notice prior to the Delivery Time of its intention
not to remit its portion of such costs.  Upon receiving  such notice  GULFSTREAM
may elect to either  bear all costs  arising  under this  Section  and  complete
performance  under this  Agreement or terminate  this  Agreement by giving BUYER
prompt notice of such termination. If GULFSTREAM terminates this Agreement under
this Section,  GULFSTREAM shall return to BUYER all payments (without  interest)
previously made by BUYER which are applicable to the Total Purchase Price of the
Aircraft  and  neither  party  shall  have any  further  liability  to the other
resulting from this Agreement.

ARTICLE 8          EXCUSABLE DELAYS

Section 8.1  GULFSTREAM  shall not be charged with any  liability for failure or
delay in the  performance  of this Agreement when the failure or delay is due to
causes  beyond the  reasonable  control of  GULFSTREAM  or without  its fault or
negligence.  Such causes  include  but are not  limited  to: Acts of God;  force
majeure; any act of government,  including FAA certification delays or delays in
relevant non-U.S.,  government aviation certification;  delay in transportation;
strikes or labor trouble causing  cessation,  slow-down or interruption of work;
or the  inability  after due and  timely  diligence  of  GULFSTREAM  to  procure
materials,  accessories,  equipment, or parts. The occurrence of such a cause of
GULFSTREAM's  failure or delay shall extend the  Scheduled  Delivery Date by the
period of time  required for  GULFSTREAM  to correct the cause of the failure or
delay by using its best  efforts  to  eliminate  such cause or to  overcome  the
effect thereof.  However, if the period of time required for correction shall be
more than six (6) months,  either party may terminate  this  Agreement by giving
written  notice to the other party within a fifteen (15) day period  immediately
following  such six (6) month period.  In the event of a termination  under this
Section  8.1,  or if the  cause of the  failure  or  delay is such as to  render
performance impossible, GULFSTREAM shall return to BUYER all payments previously
made by BUYER  (without  interest)  which are  applicable to the Total  Purchase
Price of the Aircraft and neither party shall have any further  liability to the
other, resulting from this Agreement.

<PAGE>

ARTICLE 9         TERMINATION

Section 9.1 This Agreement may be terminated by GULFSTREAM prior to the Delivery
Time:

A.       under Section 2.4;

B.       under Section 7.2;

C.       under Section 8.1;

D.       upon the failure of the BUYER to make payments as specified in Addendum
         I.

E.       upon  breach or default by BUYER of any other  Terms or  Conditions  of
         this  Agreement  and the failure of BUYER to cure or remedy such breach
         or default promptly after receipt of notice thereof from GULFSTREAM, or

F.       without prior notice to BUYER, upon the occurrence of any of the
         following events:

          (1)      the insolvency of BUYER;

          (2)     the  institution  by or against BUYER of any  involuntary
                  proceedings  not  dismissed  within sixty (60) days or any
                  voluntary proceeding under any insolvency or bankruptcy law;

(3)      the adjudication of BUYER as a bankrupt or an insolvent;

                  (4) the appointment of a receiver of BUYER's property; or

                  (5) an assignment by BUYER for the benefit of its creditors.

Section 9.2 Upon the  termination of this Agreement due to any of the events set
forth in Section 9.1A, D, E or F.  GULFSTREAM may elect,  in  GULFSTREAM's  sole
discretion:

A.  To  resell  the  Aircraft  to a third  party  in a  commercially  reasonable
transaction.  Upon such a sale,  GULFSTREAM will first apply the amount received
from the resale to  satisfy  GULFSTREAM's  reasonable  expenses,  including  the
expense  of the sale of the  Aircraft  (including  sales  commissions),  storage
charges,  ordinary  maintenance  expenses,  and other costs which  resulted from
BUYER's  failure to  commence  flight  testing and  inspection  or to accept the
Aircraft.  GULFSTREAM  shall  refund to BUYER the amount  received  through  the
resale  up to the  amount  of  payments  made by  BUYER  under  Addendum  I less
reasonable  expenses incurred in resale as defined above and less the difference
between  the Total  Purchase  Price and the  resale  price,  if and only if, the
latter price is less than the former price;

B. To retain,  as  liquidated  damages and not as a penalty,  the  nonrefundable
deposit of TWO MILLION U.S. DOLLARS ($2,000,000.00)  provided under Section 2 of
Addendum 1, and return the remaining balance of any payments received from BUYER
to BUYER, and GULFSTREAM  shall have the right to resell the Aircraft,  free and
clear of any and all other obligations to BUYER, or

 C. Such other legal remedies as may be available to GULFSTREAM.

Section 9.3This Agreement may be terminated by BUYER prior to the Delivery Time:

A.       under Section 8.1

B.       upon the  default  or  breach  by  GULFSTREAM  of any of the  Terms and
         Conditions  hereof and the failure of GULFSTREAM to cure or remedy such
         default or breach  promptly  after receipt of notice thereof from BUYER
         provided,  however,  that a delay of less than three (3) months  beyond
         the  Scheduled  Delivery  Date  shall not be deemed to be a default  or
         breach within the meaning of this paragraph B unless  GULFSTREAM  fails
         to use  reasonable  efforts  to remove  the  causes of the delay and to
         resume  performance of this Agreement with dispatch when such cases are
         removed; and provided,  further, that BUYER at all times shall have the
         right to refrain from  exercising its right to  termination  under this
         paragraph  B, and,  except as  provided  in  Section  9.5,  to  require
         specific performance by GULFSTREAM of this Agreement; and

<PAGE>

C.       immediately, and without prior notice to GULFSTREAM, upon the
         occurrence of any of the following events:

1.       the insolvency of GULFSTREAM,

2.       the  institution by or against  GULFSTREAM of any  involuntary
         proceedings  not  dismissed  within  sixty  (60)  days  or any
         voluntary proceeings under any insolvency or bankruptcy law,

3.       the adjudication of GULFSTREAM as a bankrupt or an insolvent,

4.       the appointment of a receiver of GULFSTREAM's property, or,

5.       an assignment by GULFSTREAM for the benefit of creditors.

Section 9.4 In the event BUYER elects to terminate  this  Agreement  pursuant to
Section 9.3B and C, GULFSTREAM  shall promptly return to BUYER all payments made
by BUYER which are  applicable to the Total  Purchase Price plus interest at the
prime rate charged by Chase  Manhattan Bank, New York, New York or its successor
from the time of  receipt  of the funds by  GULFSTREAM  to the time of refund to
BUYER and neither party shall have any further  liability to the other resulting
from this Agreement.

Section 9.5 This Agreement shall terminate upon the destruction or damage beyond
economic repair (as GULFSTREAM may determine) of the Aircraft. In the event this
Agreement is terminated  pursuant to this Section 9.5, GULFSTREAM shall promptly
return to BUYER all payments  (without  interest)  therefore made by BUYER which
are applicable to the Total  Purchase  Price and neither party shall  thereafter
have any further liability to the other resulting from this Agreement.

ARTICLE 10        MISCELLANEOUS

Section 10.1 Any notice given under this  Agreement  shall be sent by registered
or certified mail, air courier delivery  service,  or telegraph to the recipient
party at the address  shown on Addendum 1 or by facsimile to a telephone  number
provided by the recipient party. A notice shall be deemed given when received.

Section 10.2 The Terms and  conditions of this  Agreement  constitute the entire
agreement  between the parties  hereto with  respect to the purchase and sale of
the  Aircraft  and  shall  supersede  all  communications,   representations  or
agreements,  either oral or written,  between the parties hereto with respect to
the subject matter hereof.  No agreement or understanding  varying the terms and
conditions  hereof shall be binding  upon either party hereto  unless in writing
attached hereto and signed by duly authorized  representatives  of both parties.
Notwithstanding all Terms and Conditions of this Agreement, this Agreement shall
become effective  between the parties upon receipt by GULFSTREAM in the State of
Georgia of this Agreement executed by both parties.

Section 10.3      This Agreement shall be construed and interpreted in
                  accordance with the laws of the State of Georgia.

Section  10.4 This  Agreement  shall inure to the benefit of and be binding upon
the  parties  hereto  and their  respective  successors  and  assigns,  but this
Agreement  may not be  voluntary  assigned in whole or in part by BUYER  without
prior written consent of GULFSTREAM.

Section  10.5 Any  controversy  or claim  between the parties  arising out of or
relating  to this  Agreement, or the  breach  thereof,  shall  be  settled  by
arbitration in Savannah,  Georgia by three (3) arbitrators  under the Commercial
Arbitration  Rules  of  the  American   Arbitration   Association   ("AAA")  and
administered  by the AAA. Each party shall appoint one (1)  arbitrator.  The two
(2) arbitrators thus appointed shall choose the third arbitrator,  who shall act
as  chairman.  If  within  thirty  (30)  days  after  the  receipt  of a party's
notification  of the  appointment  of its  arbitrator  the  other  party has not
notified the first party of the arbitrator he has appointed, the first party may
request the AAA to appoint  the second  arbitrator.  If within  thirty (30) days
after the  appointment  of the second  arbitrator the two  arbitrators  have not
agreed on the choice of the third  arbitrator,  either party may request the AAA
to appoint the third arbitrator from the panel of the AAA pursuant to Rule 15 of
the Commercial Arbitration Rules of the AAA.

<PAGE>



GULFSTREAM AEROSPACE CORPORATION
--------------------------------


/s/ SHAWN VICK
--------------------------------
SIGNATURE OF GULFSTREAM'S AUTHORIZED REPRESENTATIVE


RIGGS BANK N.A.
---------------
(BUYER)


/s/ JOHN L. DAVIS
-----------------
SIGNATURE OF BUYER'S AUTHORIZED REPRESENTATIVE




<PAGE>



                                   ADDENDUM I
                                    TERMS OF
                     OUTFITTED GULFSTREAM V SALES AGREEMENT
                                Firm Fixed Price

THIS GULFSTREAM V SALES AGREEMENT is made and entered into this ____ day of June
1998,

BETWEEN: RIGGS BANK N.A.
         808 17TH STREET NORTHWEST
         WASHINGTON, DC 20006
         ("BUYER")

AND:     GULFSTREAM  AEROSPACE  CORPORATION,  a Georgia  corporation,  located
         at Savannah  International  Airport,  Savannah, Georgia,  and  its
         mailing  address  at 500  Gulfstream  Road,  P.  O.  Box  2206,
         Savannah,  Georgia  31402 - 2206 ("GULFSTREAM").

Subject to GULFSTREAM's  Conditions of Contract,  which are incorporated  herein
and made a part  hereof  by  reference,  BUYER  hereby  agrees to  purchase  the
following described Outfitted Aircraft from GULFSTREAM pursuant to the following
terms.

Terms defined in this Addendum I will have the same  definition  for purposes of
the  Conditions  of  Outfitted  Gulfstream  V Sales  Agreement.  If there is any
inconsistency  between the Terms of Outfitted  Gulfstream V Sales  Agreement and
the  Conditions of Outfitted  Gulfstream V Sales  Agreement,  these Terms of the
Outfitted Gulfstream V Sales Agreement shall control.

Section 1         SUBJECT MATTER OF SALE

                  Aircraft:         One Gulfstream V manufactured  by GULFSTREAM
                  in accordance  with the Product  Specification,  which
                  specification is incorporated herein and made a part hereof as
                  Appendix A.

                  Product Specification: Gulfstream V Product Specification
                  Revision C dated December 19, 1996.

                  Serial  Number:  GULFSTREAM  shall  provide the Serial  Number
                  of the Aircraft to BUYER ninety (90) days prior to the
                  Scheduled Preliminary Acceptance Date.

                  Completion  Specification:   Number  804163A  to  include  the
                  addition  of SATCOM  MCS 6000.  The  Completion  Specification
                  number will be changed by  GULFSTREAM,  without  amendment  to
                  this Agreement,  to specifically  identify BUYER's  individual
                  specification.    Any    modification    to   the   Completion
                  Specification  will be treated as a Work Change  Request (WCR)
                  with pricing and delivery date adjusted accordingly.

                  Completion  Facility:  The  completion  facility  may  be  any
                  GULFSTREAM   completion  facility  designated  by  GULFSTREAM.
                  GULFSTREAM  will provide  BUYER with at least ninety (90) days
                  prior  written  notice  of  the  location  of  the  GULFSTREAM
                  Completion Facility.

                  Scheduled  Preliminary  Acceptance Date:  Fourth Quarter 1998.
                  The  Scheduled  Preliminary  Acceptance  Date  may be any date
                  designated  by  GULFSTREAM  during  the Fourth  Quarter  1998.
                  GULFSTREAM  shall  provide  BUYER  with at least  one  hundred
                  twenty  (120)  days  prior  written  notice  of the  Scheduled
                  Preliminary Acceptance Date.

                  Scheduled  Delivery Date:  Third Quarter 1999.  The Scheduled
                  Delivery Date may be any date during the Third Quarter
                  1999.  GULFSTREAM  shall provide BUYER with at least ninety
                  (90) days prior written notice of the Scheduled  Delivery
                  Date.

                  The Scheduled  Delivery Date  identified  herein is contingent
                  upon BUYER's documented approval of the following documents by
                  the date identified:

<PAGE>

         A.       Completion  Specification:  804163A  (includes Floor Plan). No
                  later than execution of this Agreement and attached as Exhibit
                  A. Any  modification to the Completion  Specification  will be
                  treated  as a Work  Change  Request  (WCR)  with  pricing  and
                  delivery date adjusted accordingly.

         B.       Design Package: No later than July 10, 1998.

         C.       Material and Color Board: No later than July 10, 1998.

         D.       External Paint Scheme: No later than July 10,1998.

                  When the Aircraft completes its initial production schedule it
                  is  commonly   referred  to  as  the  "Green  Aircraft."  Upon
                  conclusion   of   the   work   defined   in   the   Completion
                  Specification,  the Aircraft is referred to as the  "Outfitted
                  Aircraft."  When  necessary in the Agreement to  differentiate
                  between the "Green  Aircraft"  and the  "Outfitted  Aircraft,"
                  these  terms  will  be  used.  Upon  definition  of  the  work
                  requirements specified in the Completion  Specification,  such
                  work  may  be  changed  by  mutual   agreement  of  BUYER  and
                  GULFSTREAM.  Such an  agreement  shall be  embodied  in a Work
                  Change Request on a form to be provided by GULFSTREAM.  In the
                  event of a conflict  between the above-listed  documents,  the
                  more  specific  shall  control the more general one,  provided
                  that in all cases  this  Agreement  shall  ultimately  control
                  unless otherwise expressly provided herein.

Section 2         PURCHASE PRICE AND PAYMENT TERMS

                  Section 2.1       Total  Purchase  Price:   THIRTY-NINE
                  MILLION  TWO  HUNDRED  TWENTY-TWO   THOUSAND  U.S.  DOLLARS
                  ($39,222,000.00).

Section 2.2       The Total Purchase Price shall be paid in United States
                  Dollars by wire transfer to a bank specified by GULFSTREAM.

Section  2.3 The  Total  Purchase  Price  shall be paid in  accordance  with the
following schedule:

                  A.       a down  payment of  EIGHTEEN  MILLION  THREE  HUNDRED
                           SIXTY-ONE  THOUSAND  U.S.  DOLLARS  ($18,361,000.00),
                           less deposits previously received of TWO MILLION U.S.
                           DOLLARS  ($2,000,000.00)  of which TWO  MILLION  U.S.
                           DOLLARS  ($2,000,000.00)  is nonrefundable,  shall be
                           paid on execution of this Agreement.

                  B.       a second payment of EIGHTEEN MILLION THREE HUNDRED
                           SIXTY-ONE THOUSAND U.S. DOLLARS  ($18,361,000.00),
                           shall be due and payable at the Scheduled Preliminary
                           Acceptance Date. TEN MILLION U.S. DOLLARS
                           ($10,000,000.00) of this payment will be a refundable
                           deposit (the "Refundable Deposit"),  will remain
                           fully refundable until BUYER  receives  proceeds in
                           accordance  with Section 8, or until the date BUYER
                           executes the Memorandum of Delivery for the Aircraft,
                           whichever occurs first. At that time, GULFSTREAM will
                           refund all or a portion of the  Refundable  Deposit
                           to BUYER equal to the value or cash received by
                           GULFSTREAM  from BUYER's  qualified intermediary or
                           trustee,  and GULFSTREAM  will retain such proceeds
                           as a progress  payment on account of the purchase of
                           the Aircraft.  Any balance of the Refundable Deposit
                           remaining will become nonrefundable at that time and
                           shall be considered a progress  payment on account of
                           the purchase of the Aircraft.  If BUYER fails to
                           complete the  transaction  as  contemplated  by
                           Section 8, then the  Refundable  Deposit will be
                           deemed a payment on account of the  Aircraft  upon
                           the  execution  by BUYER of the  Memorandum  of
                           Delivery  for the Aircraft.  Any portion of the
                           payment under this section not otherwise  denominated
                           as a Refundable  Deposit will be deemed a progress
                           payment on account of the Aircraft and become a final
                           payment upon the execution by BUYER of the Memorandum
                           of Delivery for the Aircraft.

C.       at the Delivery Time the following shall be due and payable:

<PAGE>

                           (1) a final payment of TWO MILLION FIVE HUNDRED
                               THOUSAND U.S. DOLLARS ($2,500,000.00),

                           (2) the balance of any Work Change Requests.

Section 3         COMPUTERIZED MAINTENANCE PROGRAM ("CMP")

Section 3.1       GULFSTREAM  shall provide BUYER, at no additional  charge,
                  participation  in the  Gulfstream V  Computerized  Maintenance
                  Program  commencing  at  the  Delivery  Time  and  terminating
                  twenty-four  (24)  months  after  the  Operational   Delivery.
                  Thereafter,  BUYER may elect to continue such participation by
                  the payment of GULFSTREAM's  customary  charges in effect from
                  time to time.

Section 4         TRAINING

Section 4.1       GULFSTREAM shall provide at Savannah, Georgia, to trainees
                  as designated by BUYER, at no additional  charge to BUYER, the
                  following training for the Aircraft:

A.   an initial  ground school course in the  operation and  maintenance  of the
     Aircraft for up to three (3) pilots, including simulator training, provided
     by a qualified training organization designated by GULFSTREAM; and

B.   an initial  ground school course in the  operation and  maintenance  of the
     Aircraft for up to three (3) mechanics, including three (3) hours simulator
     training for each mechanic,  provided by a qualified training  organization
     designated by GULFSTREAM.

Section 4.2       After the Delivery Time,  GULFSTREAM shall provide through
                  a qualified  training  organization  designated  by GULFSTREAM
                  initial  instruction to  proficiency  in BUYER's  aircraft for
                  three (3) pilots  designated by BUYER;  such instruction shall
                  be conducted in Savannah,  Georgia.  Such instruction shall be
                  without  charge to BUYER  except  that BUYER  shall  reimburse
                  GULFSTREAM for cost of any fuel, oil or maintenance  furnished
                  for the Aircraft during the training period.

Section 4.3       GULFSTREAM's  obligation to provide the training described
                  in Sections 4.1 and 4.2 above shall expire  twelve (12) months
                  after the Operational  Delivery.  No credit or other financial
                  adjustment  shall be made for any unused training as specified
                  in this Section 4.


Section 5         IN SERVICE PILOT ASSISTANCE

Section 5.1       GULFSTREAM shall provide the pilots to assist with respect
                  to  Outfitting  check  flights  of the  Aircraft  free  of any
                  further  charge for all  aircraft  outfitted  at  GULFSTREAM's
                  facilities in Savannah,  Georgia, Long Beach,  California,  or
                  Brunswick, Georgia.

Section 5.2       Immediately following the Delivery Time, GULFSTREAM, shall
                  provide  five (5) days,  excluding  pilot  positioning  travel
                  days, of pilot services for initial in-service assistance. The
                  reasonable  expenses  of  GULFSTREAM's   provided  pilots  for
                  travel,   meals,   lodging,  and  related  expenses  shall  be
                  reimbursed to GULFSTREAM by BUYER.

Section 6         MEDAIRE, INC.

                  GULFSTREAM  shall provide to BUYER,  starting upon delivery of
                  the Outfitted  Aircraft,  the following  services package from
                  MedAire, Inc., to the extent then currently available.

                  A.       24 Hour Worldwide  MedLink Medical Hotline - five (5)
                           year  subscription.  Provides flight crew with direct
                           and  immediate   communication  access  to  emergency
                           physicians  in  the  event  of  a  medical  emergency
                           involving flight crew or passengers while they are in
                           flight  or  on  the   ground   at  an   international
                           destination.  Also  manages  coordination  of  ground
                           based medical care, if needed.
                  B.       Medical and Immunization  History  Retention - five
                           (5) year  subscription.  Histories can be maintained
                           for flight crew and select passengers.

<PAGE>

                  C.       Worldwide  Travel Medicine  Advisory  Services - five
                           (5) year subscription. Medical related advisories and
                           immunization  recommendations  for any  international
                           destinations.
                  D.       Management of In-Flight Illness and Injury training -
                           up to five  (5)  crew  members.  Basic  life  support
                           training   for   the   aircraft    environment   with
                           instruction by aero-medical professionals.  Available
                           for up to eight (8) crew  members  when  training  is
                           held  at  the   customer's   site.   BUYER  shall  be
                           responsible  for payment  directly to MedAire for all
                           of MedAire's travel expenses for onsite training.
                  E.       MedAire  Emergency  First Aid Kit - one (1).
                           Designed for aviation and exceeds FAA requirements.
                  F.       MedTrack - five (5) years.  Automatically  tracks and
                           replaces Emergency First Aid Kit supplies prior to
                           any expiration  dates,  plus  replenishes used items
                           with new supplies, after notification of use.

Section 7         INSURANCE

                  GULFSTREAM  shall  continue to insure the Aircraft  hull while
                  the Aircraft is in GULFSTREAM's  Completion Center through the
                  Delivery Time of the Aircraft.

Section 8         LIKE-KIND EXCHANGE

                  BUYER   hereunder   desires  to  exchange  other  property  of
                  like-kind  and  qualifying  use within the  meaning of Section
                  1031 of the Internal Revenue code of 1986, as amended, and the
                  Treasury  Regulations  promulgated  thereunder,   for  all  of
                  GULFSTREAM's right, title, and interest in the Aircraft. BUYER
                  expressly reserves the right to assign its rights, but not its
                  obligations, hereunder to a Qualified Intermediary as provided
                  in IRC Reg.  1.1031(k)-1(g)(4)  on or before the Closing Date.
                  GULFSTREAM  agrees to  cooperate  with BUYER if  requested  by
                  BUYER to structure the transaction in such manner,  including,
                  without limitation, the execution of any documents,  including
                  an  amendment  to this Sales  Agreement,  provided  GULFSTREAM
                  incurs no  additional  cost or  expense  and is held  harmless
                  against  any  liability   arising   because  of  the  intended
                  like-kind  exchange,  or any  challenge  to or failure of this
                  transaction to qualify for such  treatment.  The conclusion of
                  such like-kind exchange shall not be a condition  precedent to
                  the conclusion of this Sales Agreement,  the acceptance of the
                  Aircraft, or payment for the Aircraft.

Section 9         CONFIDENTIALITY

                  The terms set out in this Agreement are strictly  confidential
                  between  GULFSTREAM  and BUYER and shall not without the prior
                  written  consent  of the other  party be  disclosed  by either
                  party,  in whole or in part, to any third party except to such
                  party's  accountants,   lawyers,   bankers,   investors,   and
                  shareholders  insofar as may be necessary  for either Party to
                  carry out its  obligations  or enforce its rights  pursuant to
                  this Agreement.

        IN WITNESS WHEREOF,  the parties have caused this Agreement to be signed
by their duly authorized representatives on the date first above written.

GULFSTREAM AEROSPACE CORPORATION          RIGGS BANK N.A.
                                          (BUYER)

BY:   /s/ SHAWN VICK                         BY: /S/   JOHN L. DAVIS
--------------------                      --------------------------

TITLE: SENIOR VICE PRESIDENT, SALES       TITLE: CHIEF FINANCIAL OFFICER
-----------------------------------       ------------------------------


<PAGE>

                                  Gulfstream(R)
                                    AMENDMENT

The following  will  constitute an amendment (the  "Amendment")  to that certain
Outfitted  Gulfstream  V Sales  Agreement  dated June 23,  1998,  by and between
GULFSTREAM  AEROSPACE  CORPORATION  ("GULFSTREAM") and RIGGS BANK N.A. ("BUYER")
(the "Agreement") for the sale of one Gulfstream V aircraft (the "Aircraft").

       WHEREAS, BUYER has approved the Completion Package in accordance with the
       timeframe identified in the Agreement; and

       WHEREAS, this Agreement is hereby amended by both GULFSTREAM and BUYER to
       reflect revisions to Addendum I Terms of the Agreement as follows:

Section 1 - SUBJECT MATTER OF SALE

1. Delete the reference to Serial  Number,  in its entirety and replace with the
following:

         The Serial Number of the Aircraft shall be 556.

2. Delete the reference to Completion Specification, in its entirety and replace
with the following:

                  Completion   Specification:    Number   804163B   specifically
                  identifies BUYER's  individual  specification and reflects the
                  approved Completion Package.  Any future  modifications to the
                  Completion  Package  will be treated as a Work Change  Request
                  (WCR) per the terms of the Agreement.

3. Delete the reference to Completion Facility, in its entirety and replace with
the following:

                  The  Completion   Facility   shall  be  Gulfstream   Aerospace
                  Corporation,  Long  Beach,  California.  The  Delivery of this
                  Aircraft will be at a mutually agreed upon location.

Section 2 - PURCHASE PRICE AND PAYMENT TERMS:

This Section  shall be revised to reflect a pricing  adjustment in the amount of
FORTY EIGHT THOUSAND TWO HUNDRED THIRTEEN U.S. DOLLARS  ($48,213.00)  based upon
the approved Completion Package.



<PAGE>


1.       Delete Section 2.1 in its entirety and replace with the following:

         Section 2.1       Total Purchase Price:  THIRTY NINE MILLION TWO
                           HUNDREDSEVENTY  THOUSAND TWO HUNDRED  THIRTEEN U.S.
                           DOLLARS ($39,270,213.00).

2. Delete Section 2.3C in its entirety and replace with the following:

         C.       at the Delivery Time, the following shall be due and payable:

(1)      a payment of TWO MILLION FIVE HUNDRED FORTY EIGHT THOUSAND TWO HUNDRED
         THIRTEEN U.S. DOLLARS ($2,548,213.00).

                           (2)      the balance of any Work Change Requests.

         All other Terms and Conditions of the Agreement shall remain the same.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives.


GULFSTREAM AEROSPACE CORPORATION           RIGGS BANK N.A.
--------------------------------           ---------------
(GULFSTREAM)                               (BUYER)


BY:  /s/ ROBB K. SALLEE                    BY:  /s/  JOHN L. DAVIS
-----------------------                    -----------------------


ITS: Vice President, Contract Management   ITS: EVP and CFO
----------------------------------------   ----------------


DATE: 9/10/99                              DATE: 9/9/99
-------------                              ------------