Exhibit 10.1

                              SETTLEMENT AGREEMENT
                              --------------------

     This Settlement Agreement is entered into this _____ day of March, 2004, by
and between Hamilton Aviation, Inc. ("Seller") and Hamilton Aerospace
Technologies, Inc. ("buyer," and, together with Seller, the "Parties"), but will
become effective and binding as of such date as an Order of the United States
Bankruptcy Court for the District of Arizona, Tucson division (the "Court")
enters upon the docket in Seller's Chapter 11 case, no. 4-02- 02219-TUC-EWH, an
Order Approving Settlement Agreement, which approves this Settlement Agreement.
Subject only to such approval by the Court, the Parties agree to the following
terms and conditions:

                                    RECITALS

A.   Seller filed its Voluntary Petition under chapter 11 on May 9, 2002, and
     operated as a debtor in possession from that point forward, until its Plan
     of Confirmation (the "Plan") was approved by Court Order dated February 10,
     2003.

B.   Pursuant to the terms of the Plan, Carla Keegan was named as the Estate
     Administrator, and authorized to take certain actions on behalf of Seller,
     including both the selling of estate assets and control over Seller's
     interests in litigation.

C.   Also pursuant to the terms of the Plan, the sale of the majority of
     Seller's assets to Buyer was approved, on the terms and conditions set
     forth therein, including a purchase price of $1,500,000.00 (the "Approved
     Sale").

D.   The Approved Sale provided that the liens of the United States Internal
     Revenue Service the ("IRS") and the Arizona Department of Revenue ("ADOR")
     would remain attached to the assets sold by Seller to Buyer until payment
     in full had been made.

E.   Buyer has previously made payments of Seller, in connection with the
     Approved Sale, aggregating $73,365.75 (the "Paid Funds").

F.   Buyer has disputed its obligation to close on the Approved Sale. Seller
     believes that Buyer remains obligated to do so.

G.   The Parties wish to avoid litigation regarding the question of Buyer's
     obligation to close on the Approved Sale, and enter into this Settlement
     Agreement in an effort to resolve these matters.


                              OPERATIVE PROVISIONS

1    Recitals - The Parties incorporate all of the foregoing Recitals into these
     Operative Provisions as though fully set forth hereat.

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2    Continuing Liens - All liens in favor of the IRS< ADOR and or Seller in any
     or all of the assets included within the Approved Sale shall remain in
     place, and are, through this Settlement Agreement, ratified by Buyer. Buyer
     agrees that such liens are senior to all other liens in such assets, that
     such liens are all duly perfected, and that Buyer has no basis in law or in
     fact under which it could contest such liens. Buyer agrees to take such
     actions as are reasonably required by Seller, the IRS, and/or ADOR to
     document, record, or otherwise memorialize such liens.

3    The HAT Judgment - Buyer agrees to execute a Stipulated Judgement (the "HAT
     Judgement") in the amount of $1,500,000.00 in favor of Seller.

4    The Sawyer Judgement - John Sawyer agrees to execute a Stipulated Judgement
     (the "Sawyer Judgement") in the amount of $200,000.00 in favor of Seller.

5    Forebearance - Seller agrees to take no action to enforce either the HAT
     Judgement or the Sawyer Judgement so long as each and every of the terms of
     this Settlement Agreement are met, including without limitation, all of the
     following:

     5.1  The outstanding principal balance owed by Buyer to Seller shall accrue
          interest at an annual rate of six per cent.

     5.2  Upon execution of this Settlement Agreement, Buyer shall make payment
          of $26,634.25, which, together with the Paid Funds, shall result in
          total credit to Buyer of $100,000.00.

     5.3  Monthly payments Buyer of no less than $15,000.00 shall commence on
          the date of entry of the Court's Order approving this Settlement
          Agreement (the "Entry Date"), and continue thereafter on the same date
          of each successive month until Buyer's obligation to Seller is
          released in accordance with the terms of this Settlement Agreement, or
          until all amounts due under this Settlement Agreement and/or the HAT
          Judgement are paid in full.

     5.4  An additional lump sum payment from Buyer of no less than $150,000.00
          shall be paid to Seller no later than 60 days next following the Entry
          Date.

     5.5  Additional Lump sum payments from Buyer of no less than $50,000.00
          shall be paid to Seller on or before each annual anniversary of the
          Entry Date, until Buyer's obligation to Seller is released in
          accordance with the terms of this Settlement Agreement, or until all
          amounts due under this Settlement Agreement and/or the HAT Judgement
          are paid in full.

6    Payment Default - Buyer will be in default of this Settlement Agreement on
     the fifth business day next following the day upon which any payment
     required under this Settlement Agreement is due and remains unpaid. Upon
     such a default, all amounts outstanding owed by Buyer to Seller, including
     without limitation, principal, accrued but unpaid interest, late fees,
     etc., shall accrue interest at any annual rate of 12 percent, until such
     time as the default is cured, at which time, the interest rate shall revert
     to six percent.

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7    Late Charge - If any payment due hereunder is not received by Seller by the
     fifth business day next following the day upon which such payment required
     under this Settlement Agreement is due, Buyer shall be immediately liable
     for a late charge equal to five per cent of the amount of such payment.
     Interest at the then- applicable interest rate on Buyer's outstanding
     obligations under this Settlement Agreement shall accrue on such late
     charge from the first day such late charge is incurred until such late
     charge is paid in full.

8    Application of Payments - All payments received by Seller from Buyer
     hereunder shall be applied first to interest, then to costs of collection,
     then to principal

9    The Profit Payment - An additional payment (the "Profit Payment") shall be
     made by Buyer to Seller based upon HAT's cumulative profitability over the
     five-year period commencing on the Entry Date. Such payment shall be equal
     to one-half of Buyer's net profits in excess of 12 per cent, but shall be
     limited so as to provide no more than a total of all payments due hereunder
     of $1,500,000.00 plus applicable interest and fees as set forth in this
     Settlement Agreement. The Profit Payment shall be due on or before the day
     30 days next following Buyer's filing of its 10Q or 10K report (whichever
     is earlier filed) with the United States Securities and Exchange Commission
     ("SEC") for the period including the date upon which the fifth anniversary
     of the Entry Date occurs. Buyer shall provide to Seller, at Buyer's sole
     cost and expense, copies of all of Buyer's SEC filings.

10   The Reduced Payoff - If, on or before the fifth anniversary of the Entry
     Date, Buyer has paid to Seller an amount of no less than $1,000,000.00 plus
     interest accrued thereupon in accordance with the terms of this Settlement
     Agreement and any late or other fees charged in accordance with the terms
     of this Settlement Agreement, not including any Profit Payment (the
     "Reduced Payoff"), Seller shall release Buyer from any further obligation
     due under this Settlement Agreement; provided, however, that such release
     shall not apply to any Profit Payment to which Seller may otherwise become
     entitled under the terms of this Settlement Agreement.

11   The Revised Sawyer Judgement - Despite his voluntary execution of the
     Sawyer Judgement, Sawyer believes the agreed amount exceeds his actual
     liability to Seller, and has retained professionals to assist him in
     preparing to negotiate a lower amount with seller. Seller agrees, if
     Sawyer's professionals conclude that his liability should actually be less
     than the agreed amount of Sawyer Judgement, to negotiate in good faith the
     amount of a Revised Sawyer Judgment with Sawyer and/or his professionals.
     Should Sawyer and Seller be unable to negotiate a mutually acceptable
     resolution, either party may, at any time, declare an impasse in the
     negotiations, and Sawyer shall have 30 calendar days thereafter to file a
     motion with the Court seeking to have the amount of the Sawyer Judgement
     reduced.

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12   The Sawyer Judgement Release - If Buyer makes a Reduced Payoff pursuant to
     Paragraph 10 above, the Sawyer Judgement, or, if applicable, the Revised
     Sawyer Judgement, shall be released by Seller.

13   The Reduced Sawyer Judgement Release - If, at any time during the term of
     Buyer's payments to Seller under this Settlement Agreement, Buyer's
     payments to Seller result in a reduction of buyer's indebtedness to Seller
     of at least $500,000.00, the Sawyer Judgement, or, if applicable, the
     Revised Sawyer Judgement, shall be reduced in amount by a percentage equal
     to the percentage by which Buyer's principal obligation to Seller has been
     reduced.

14   Events of Default - The Parties agree that the following constitute events
     of default ("Events of Default"):

     14.1 Failure of Buyer to abide by any term or condition of this Settlement
          Agreement, including nonperformance of any obligation imposed by this
          Settlement Agreement, specifically including without limitation such
          default as is described in Paragraph 6 above;

     14.2 The commencement by any other party of any action or other efforts to
          proceed against any or all of buyer's property that is subject to lien
          in favor of Seller, the IRS, and/or ADOR; or

     14.3 A sale of all or substantially all of Buyer's assets without the
          specific written prior consent of Seller, such consent not to be
          unreasonably withheld.

15   Cure - Upon an Event of Default, in addition to any remedies included
     elsewhere in this Settlement Agreement, Seller shall have the right to
     provide to Buyer written Notice of Default, and 20 calendar days thereafter
     in case of a monetary default, or 30 calendar days thereafter in case of a
     nonmonetary default, the Seller's agreement to take no action to enforce
     either the HAT Judgement or the Sawyer Judgement shall terminate, and the
     Seller shall be free to enforce either the HAT Judgement or the Sawyer
     Judgement at its sole and absolute discretion; provided, however, that in
     the case of a nonmonetary default, if, at the end of the 30 calendar day
     period, Buyer is in the process of diligently curing such nonmonetary
     default, Buyer shall continue to forebear from enforcing either the HAT
     Judgement or the Sawyer Judgement for the lesser of the period during which
     Buyer continues to diligently cure such nonmonetary default or 30
     additional days.

16   Severability - The provisions of this Settlement Agreement are severable,
     and if any part of it is found to be unenforceable, the other provisions
     shall remain fully valid and enforceable.

17   Continuing Jurisdiction - Any disputes which arise under this Settlement

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Agreement shall be determined in the Court, which shall specifically retain
jurisdiction for such purpose, and in no other judicial forum, and the state law
which governs this Settlement Agreement and shall govern any legal proceedings,
shall be the law of the State of Arizona. The prevailing party in any such
action shall be entitled to recover from the other party its reasonable
attorney's fees and costs incurred in enforcing its rights hereunder. If any
provision of this Agreement is held to be invalid, void, or unenforceable for
whatever reason, the remaining provisions not so declared shall nevertheless
continue in full force and effect without being impaired in any manner
whatsoever.

18   Release of Seller - Buyer and any and all of its parents, subsidiaries,
     affiliated companies, and/or successor companies, their directors,
     officers, managers, employees, attorneys, agents, and other
     representatives, hereby irrevocably and unconditionally release Seller and
     any and all of its subsidiaries, affiliated companies, and/or successor
     companies, their directors, officers, managers, employees, attorneys,
     agents, and other representatives, specifically including without
     limitation the Estate Administrator, from any and all claims and causes of
     action, known or unknown, arising in any way out of the sale or attempted
     sale of Seller's assets, and agrees not to sue Seller or any and all of its
     subsidiaries, affiliated companies, and/or successor companies, their
     directors, officers, managers, employees, attorneys, agents, and other
     representatives, specifically including without limitation the Estate
     Administrator for any reasons, except to enforce Buyer's rights under this
     Agreement.

19   Sellers Release of Gordon Hamilton - Seller, solely with regard to claims
     held by the chapter 11 estate of Hamilton Aviation, Inc. and/or the
     post-confirmation estate being administered by the Estate Administrator,
     releases Gordon "Dito" Hamilton from all such claims and causes of action,
     and agrees not to sue Gordon "Dito" Hamilton based upon any such claim or
     cause of action.

20   Neutral Construction - This Settlement Agreement is a product of
     negotiation among the parties hereto and represents the jointly conceived,
     bargained-for, and agreed-upon language mutually determined by the parties
     to express their intentions in entering into this Settlement Agreement. Any
     ambiguity or uncertainty in this Settlement Agreement shall be deemed to be
     caused by or attributable to the parties hereto collectively. In any action
     to enforce or interpret this Settlement Agreement, the Settlement Agreement
     shall be construed in a neutral manner, and no term or provision of this
     Settlement Agreement, or the SEttlement Agreement as a whole, shall be
     construed more or less favorably to any one party to this Settlement
     Agreement.

21   Representations and Warranties - The Parties further represent and warrant
     to each other as follows:

     21.1 Each party hereto has received independent legal advice from attorneys
          of that party's choice with respect to the advisability of entering
          into this Settlement Agreement, and prior to the execution of this
          Settlement Agreement, that party's attorney reviewed this Settlement
          Agreement and discussed the agreement with the party, and the party
          has made all desired changes.

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     21.2 Except as expressly stated in this Settlement Agreement, no party
          hereto has made any statement or representation to any other party
          hereto regarding the facts relied upon by said party in entering into
          this Settlement Agreement, and each party hereto specifically does not
          rely upon any statement, representation, or promise of any other party
          hereto in executing this Settlement Agreement, except as expressly
          stated in this Settlement Agreement.

22   Headings - The headings set forth herein are inserted for convenience of
     the parties only, and shall not be used to interpret or construe or in any
     way affect the meaning of the terms and provisions of this Settlement
     Agreement.

23   Integration - Except as expressly provided in this Settlement Agreement,
     this Settlement Agreement is the final written expression and complete and
     exclusive statement of all the agreements, conditions, promises and
     covenants among the parties with respect to the subject matter hereof and
     supersedes all prior or contemporaneous agreements, negotiations,
     representations, understandings and discussions among the parties and/or
     their respective counsel with respect to the subject matter conveyed
     hereby. Any amendment or modification of this Settlement Agreement, in
     order to be legally binding, must be in writing specifically referring to
     the SEttlement Agreement and signed by duly authorized representatives of
     all parties hereto.

24   Counterpart Signatures - This Settlement Agreement may be signed in
     counterpart.

25   Court Order - This Settlement Agreement shall be submitted forthwith to the
     Court for approval and, in that regard, Seller shall give such notice and
     opportunity to be heard as is required under Rule 2002, Local Bankruptcy
     Rule 2002-1 or other applicable law.


Hamilton Aerospace Technologies, Inc.           Hamilton Aviation, Inc.


By:  /s/  John Sawyer                           By:
    ----------------------------------              ----------------------------
Its:    President                                   Carla J. Keegan
                                                    Estate Administrator
John Sawyer, personally

/s/  John Saywer

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