PURCHASE AGREEMENT
                                  EXHIBIT "A"



Purchasing:               1995/1982 Silver Eagle        $665,000

Trade:                    None                          ($ n/a)

Sales Tax:                                              $  n/a

Sub-Total:                                              $665,000

Deposit:                                                ($99,750)

Sub-Total:                                              $565,250

Total Funds Due at Delivery:                            $565,250


SELLER:                                 BUYER:

Corporate Aircraft Marketing, Inc.      Name:          The Thaxton Group
2104 Stoney Run Trail                   Address:       1524 Pageland Highway
Cleveland, Ohio 44147                   City, State    Lancaster, S.C. 29721
(216) 526-7371


By: /s/ A.J. Mertik                     By: /s/ Bob Wilson
   ------------------------------          --------------------------
    A.J. Mertik                            Bob Wilson

TITLE: President                        TITLE:
                                            ----------------------
                                             Executive Vice President

DATED: July 16, 1996                     DATED: July 16, 1996

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                        AIRCRAFT SALES AGREEMENT


     THIS AGREEMENT, entered into as of this 16th day of July, 1996, by and
between, The Thaxton Group, a company with a place of business that is located
in the State of South Carolina, hereafter referred to as "BUYER"; and CORPORATE
AIRCRAFT MARKETING, INC., a company with a place of business at Cleveland, Ohio,
is hereafter referred to as "SELLER".

     WITNESSETH:

          WHEREAS, SELLER agrees to sell, and BUYER agrees to purchase, the
AIRCRAFT and/or parts and equipment hereafter described. NOW, THEREFORE, in
consideration of the premises and of the mutual promises herein contained, the
PARTIES hereto do hereby agree as follows:

          ARTICLE I -- SUBJECT MATTER OF SALE

          SELLER shall sell to BUYER, and BUYER shall purchase from SELLER, any
and all equipment and parts hereafter collectively referred to as "AIRCRAFT".

          ARTICLE II -- DELIVERY

          SELLER agrees to make AIRCRAFT available to BUYER at the location of
Lancaster, South Carolina, on the date of July 16, 1996, or any such other date
and time that both BUYER and SELLER may agree. SELLER further agrees to assume,
for purposes of this Agreement, all risk of loss or damage to the AIRCRAFT until
the AIRCRAFT shall have been delivered to BUYER. All risks of loss or damage
thereafter shall be borne by BUYER. Upon acceptance of the AIRCRAFT by BUYER, as
evidenced by payment of the purchase price, and the execution and delivery of a
Certificate of Acceptance of the AIRCRAFT by BUYER, Title to the AIRCRAFT shall
pass to BUYER.

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 ARTICLE III - PURCHASE PRICE AND PAYMENT:

The purchase  price of the AIRCRAFT  shall be "EXHIBIT A", USD.  BUYER shall pay
all taxes,  fees and other  charges  applicable  to the sale,  transfer,  use or
possession  of the AIRCRAFT sold and  delivered  hereunder.  Reference is hereby
made to EXHIBIT A for an  itemization  of all charges in connection  with the
purchase of the AIRCRAFT.

                             ARTICLE IV - DOCUMENTS

                  A.  At the  time  of  acceptance  by  BUYER  of  the  AIRCRAFT
hereunder as evidence by payment of the purchase price,  SELLER shall deliver to
BUYER a Bill of Sale for the AIRCRAFT on a form approved by the Federal Aviation
Administration, conveying good and marketable Title, free and clear of all liens
and encumbrances.

                  B.  At the  time  of  acceptance  by  BUYER  of  the  AIRCRAFT
hereunder,  BUYER shall  deliver to SELLER a  Certificate  of  Acceptance of the
AIRCRAFT by BUYER in a form satisfactory to SELLER.

                          ARTICLE V - WARRANTY OF TITLE
                          ARTICLES PRODUCT SUITABILITY

                  Determination  of the suitability of the AIRCRAFT for uses and
applications  contemplated by BUYER and others shall be the sole  responsibility
of BUYER.  BUYER assumes all risks and liabilities  for results  obtained by the
use of the AIRCRAFT.

                         ARTICLE VI - WARRANTY OF TITLE
                            DISCLAIMER OF WARRANTIES

                  SELLER  warrants  that it has good Title to the  AIRCRAFT  and
that Title  will be  transferred  to BUYER free and clear of any liens,  claims,
charges,  mortgages,  or  encumbrances  of any kind  whatsoever.  Except for the
aforesaid  Warranty,  the  AIRCRAFT is sold by SELLER to BUYER "as is, where is"
and THERE ARE NO WARRANTIES,  EXPRESS OR IMPLIED,  OF ANY NATURE,  TYPE OR KIND,
INCLUDING  WITHOUT  LIMITATION  AND IMPLIED  WARRANTIES  OF  MERCHANTABILITY  OR
FITNESS  FOR ANY  PARTICULAR  PURPOSE.  SELLER  has not made any  statements  or
representations  to BUYER regarding the fitness of the AIRCRAFT for any specific
application.  BUYER  has  been  afforded  the  opportunity  to  inspect  and has
inspected  the  AIRCRAFT,  at BUYERS sole  expense,  is familiar  with,  and is
satisfied  with the  condition  thereof,  and acceptance of AIRCRAFT in an "as
is" condition.

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                   ARTICLE VII - CLAIMS, EXCLUSION OF DAMAGES

                  No claim of any kind,  whether  as to goods  delivered  or for
non-delivery  of goods,  and  whether  based on  Contract,  breach of  Warranty,
negligence, or otherwise,  shall be greater in amount than price of the goods in
respect of which such  damages  are  claimed;  and failure to give notice of any
claim within thirty (30) days from date of sale shall constitute an absolute and
unconditional  waiver by BUYER of goods. The remedy hereby provided shall be the
exclusive  and sole  remedy of the  BUYER.  NO CLAIM OF ANY KIND,  WHETHER AS TO
GOODS  DELIVERED  OR FOR  NON-DELIVERY  OF GOODS,  AND  WHETHER  OR NOT BASED ON
CONTRACT,  BREACH OF WARRANTY,  NEGLIGENCE,  OR  OTHERWISE,  SHALL RENDER SELLER
LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

                          ARTICLE VIII - SEVERABILITY

          In the event that any court of competent jurisdiction  determines that
any  provisions of  this  contract  are  void or voidable, that shall not in any
way affect the enforceability or the remaining provisions of this contract.

                           ARTICLE IX - FORCE MAJEURE

         SELLER shall not be  responsible  or liable for any delay or failure to
deliver  any or all of the  product if  occasioned  by: act of God,  war,  riot,
insurrection,  fire, flood, embargo, explosion, accident, breakdown of machinery
or  equipment;  shortage of or inability  obtain  fuel,  power,  raw  materials,
equipment,  transportation,  or the product  itself,  without  litigation and at
usual  prices  or from  usual  sources;  good  faith  compliance  with  any law,
regulation,  standard,  order, rule or  recommendation  made by any governmental
authority; strike or labor  controversy  (SELLER shall not be required to settle
any labor  matter  against  its own best  judgment);  any cause or  circumstance
beyond SELLER'S  reasonable control or any other cause or circumstance,  whether
similar  or  dissimilar  to  the  foregoing;   which  makes   impracticable  the
production, transportation or delivery of the product or any material used in or
in connection with its production;  and the contracted quantity shall be reduced
to the  extent  of the  quantities  not  delivered  due to  any  such  cause  or
circumstance.  In no event shall SELLER be obligated to purchase product,  or to
deliver  from any plant or  facility  other than the  shipping  point  specified
herein,  to  replace  the  quantities  not  delivered  due to any such  cause or
circumstance.

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                            ARTICLE X - MISCELLANEOUS

     A.  SPECIAL  CONDITIONS.  Any  special  conditions  contained  on Exhibit A
attached hereto are incorporated herein by reference as part of this Agreement.

         B. The terms and  conditions  contained  herein  constitute  the entire
agreement  between the parties  hereto with  respect to the purchase and sale of
the AIRCRAFT,  and shall supersede all other communications,  representations or
agreements, either oral or written,  between the parties  hereto with respect to
the subject matter hereof, and no agreement  or understanding  varying the terms
and conditions  hereof shall be binding upon either party hereto unless executed
after the date hereof in writing and signed by duly  authorized  representatives
of both parties.
         C. This Agreement shall inure to the benefit of and be biding upon each
of the parties hereto and their respective officers, assigns, but this Agreement
may not be assigned by either  party  without the prior  written  consent of the
other party.
         D. Any notice to be given hereunder shall be deemed  sufficiently given
if sent by registered or certified mail or by telegram to  the  party  to  which
said notice is to be given at its address as shown below.
         E. This Agreement and any transaction or controversy  arising  herefrom
or  relating  hereto  shall in all  respects be  governed  by and  construed  in
accordance with the laws of the State of Ohio. BUYER and SELLER hereby submit to
jurisdiction in both the State and Federal courts in Ohio in any dispute arising
out of this Agreement and specifically submit to venue in Cuyahoga County, Ohio.

         No  waiver  by  either  party  of any  breach  of any of the  terms  or
conditions  contained  herein shall be  construed as a waiver of any  succeeding
breach of the same or any other term or conditon  containted  herein shall limit
the  remedies of SELLER in the event of BUYER'S  breach of any term or condition
contained herein.

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

SELLER:                                 BUYER:
Corporate Aircraft Marketing, Inc.      Name         The Thaxton Group
2104 Stoney Run Trail                   Address      1524 Pageland Highway
Cleveland, Ohio 44147                   City, State  Lancaster, South Carolina
                                                     29721
(216) 526-7371                          Phone        (803) 415-5101

BY: /s/ A. J. Mertik                    BY: /s/ Bob Wilson
      --------------------------         ---------------------------------------
         A. J. Mertik                             Bob Wilson

TITLE: President                        TITLE: Executive Vice President
                                               ---------------------------------

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TO WHOM IT MAY CONCERN:

The  Undersigned  hereby  certifies  that We (or They) are the Purchasers of the
below listed Aircraft and that:

-- The Aircraft was Purchased for Resale by
                                             -----------------------------------
--------------------------------------------------------------------------------

and our Sales Tax Number is #______________ as in then the State of ___________.

X The Aircraft was purchased for use outside the State of Ohio, and Purchaser is
responsible  for all  State,  Local  and  Federal  Taxes  associated  with  this
transaction.

-- The  Aircraft  was  purchased  for use in the  State of Ohio,  and  Purchaser
assumes  responsibility for all State,  Local, and Federal Taxes associated with
this transaction.

-- The  Aircraft  was  purchased  for use in the State of Ohio,  and Seller
collected Sales Tax as required in the amount of $_______________.


AIRCRAFT 1995/1982 Silver Eagle       BUYER        The Thaxton Group

REGISTRATION #    N67Y                Address      1524 Pageland Highway

SERIAL #          P210-00772          City, State  Lancaster, South Carolina 
                                                   29721

                                      Phone        (803) 415-5101

                                      BY:      /s/ Bob Wilson
                                         ---------------------------------------
                                                  Bob Wilson

                                      TITLE:   Executive Vice President
                                           -------------------------------------

                                      PURCHASE DATE     July 16, 1996
                                                   -----------------------------


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                          AIRCRAFT DELIVERY CERTIFICATE

BUYER:            The Thaxton Group
              ------------------------------------------------------------------
AIRCRAFT:                  1995/1982 Silver Eagle
               -----------------------------------------------------------------
REGISTRATION #:   N67Y
               -----------------------------------------------------------------
SERIAL #:                  P210-00772
               -----------------------------------------------------------------


I hereby  accept  delivery of the above  mentioned  Aircraft  "as is,  where is"
except as noted below.



BY:      /s/ Bob Wilson
         --------------------------------------------------------
             Bob Wilson

TITLE:   Executive Vice President
         --------------------------------------------------------

DATED:    July 16, 1996
         --------------------------------------------------------

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