AIRCRAFT LEASE AND SERVICES AGREEMENT

This  Aircraft  Lease  and Services Agreement (the "Agreement") is entered
into as of this 31st day  of March 1998, by and between American Aviation,
L.L.C., a limited liability  company organized and existing under the laws
of the State of Missouri ("AALLC") and American Aviation Charters, L.L.C.,
a limited liability company organized  and  existing under the laws of the
State of Louisiana ("Owner");

 WHEREAS, AALLC desires to the sell to Owner  the  aircraft  described  in
Exhibit A attached hereto (the "Aircraft"); and

 WHEREAS,  to  induce  Owner to purchase the Aircraft, AALLC has agreed to
lease the Aircraft from Owner for charter operations under AALLC's Federal
Aviation Regulation ("FAR")  Part  135  operating  certificate and related
operations specifications (the "Operating Certificate"); and

 WHEREAS,  Owner  desires  that AALLC lease and operate  the  Aircraft  in
accordance with the terms and conditions stated herein.

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

1.   LEASE  OF  THE  AIRCRAFT.   Owner hereby enters into a non-continuous
lease of the Aircraft to AALLC during  the  Term  of  this Agreement, only
during  such  time as the Aircraft shall be operated on AALLC's  Operating
Certificate pursuant hereto such time periods herein referred to as "Lease
Periods".

2.  TERM.  The Term shall commence on the 31st day of March 1998 and shall
continue for a  period  of ninety days terminating on June 28, 1998 unless
terminated earlier in accordance with this Agreement (the "Term").

3.  CONDITION OF THE AIRCRAFT.

 3.1  MAINTENANCE AND REPAIR  COSTS.   Owner agrees that if AALLC performs
any maintenance or repairs to or for the  Aircraft  for  any reason deemed
reasonably  necessary  by  AALLC  or Owner, such work shall be  billed  at
AALLC's posted prices for service and  parts  and  Owner shall pay for all
such maintenance and repairs at the time that AALLC  performs the services
upon  the  Aircraft.   In  the  event  an AALLC-authorized repair  station
performs any maintenance or repairs to or  for the Aircraft for any reason
deemed reasonably necessary by AALLC or Owner,  Owner shall pay the repair
station directly and be solely responsible for the  payment  of  any  such
work or parts.

 3.2      FLIGHT CREWS.  Owner shall report to AALLC's Flight Control, all
commercial  duty  and  flight  times  of any person who Owner nominates to
operate the Aircraft in order to permit  AALLC  to  determine  whether the
flight crew has sufficient flight and duty time to operate each  Part  135
Aircraft  flight.   OWNER HEREBY RELINQUISHES AND GRANTS TO AALLC EACH AND
EVERY RIGHT OWNER MAY  HAVE  TO  CONTROL,  DIRECT,  INSTRUCT OR IN ANY WAY
INFLUENCE THE MANNER OF PERFORMANCE OF ALL FLIGHT OPERATIONS BY ANY FLIGHT
CREW  MEMBERS  DURING  EACH AND EVERY PERIOD THAT THE AIRCRAFT  IS  LEASED
HEREUNDER  TO AALLC FOR PART  135  OPERATIONS.   OWNER  ACKNOWLEDGES  THAT
DURING EACH  AND  EVERY  LEASE  PERIOD,  THE  FLIGHT  CREW MEMBERS WILL BE
TEMPORARY EMPLOYEES OF AALLC AND THE FLIGHT CREW MEMBERS SHALL SERVE UNDER
THE EXCLUSIVE DIRECTION AND CONTROL OF AALLC.  THE TERMS AND CONDITIONS OF
THE TEMPORARY EMPLOYMENT OF THE FLIGHT CREW MEMBERS ARE  SET  OUT  IN  THE
TEMPORARY EMPLOYMENT AGREEMENT BETWEEN THE OWNER AND AALLC DATED March 31,
1998  attached  hereto  as  Exhibit  2.  Prior to commencement of Part 135
flight  operations,  each  Flight  Crew  member   shall   sign   a  letter
substantially   in  the  form  of  Exhibit  3  hereto  which  AALLC  shall
acknowledge, and  which  will be retained by AALLC in the individual pilot
file.  Owner shall immediately  report  to  AALLC  any  information it may
receive with respect to any governmental action of which  it has knowledge
affecting  the licenses and permits and medical certifications  of  flight
crew members,  including but not limited to all modifications, suspensions
or terminations thereof.

4.  CHARTER BOOKINGS AND BILLING.

 4.1  Owner shall  serve  and is hereby appointed a non-exclusive agent of
AALLC for the limited purpose  of  booking charter service, and collecting
and disbursing the revenues therefrom,  for  the  Aircraft  listed  herein
only.  Owner may not, as a non-exclusive agent of AALLC, book or bill  for
charter  services  on  any  aircraft other than the Aircraft.  Owner shall
indemnify, hold harmless and  reimburse AALLC on demand for any refunds or
claims for fees or expenses paid  which arise out of the negligent actions
or negligent failure to act on the part of Owner or its employees.

 4.2   As  a non-exclusive agent of AALLC,  Owner  may  advertise  AALLC's
charter service  to  the public.  All advertising, whether written, visual
or verbal, must indicate that the charter service is "Operated By American
Aviation LLC" and must be approved in writing by AALLC prior to release or
publication.  Owner may not advertise or represent the availability of any
aircraft other than the Aircraft.

5.  OPERATION OF AIRCRAFT BY AALLC.

 5.1  OPERATING CERTIFICATE.   AALLC shall comply with the requirements of
and shall retain operational control  of  the  Aircraft under FAR Part 135
during Lease Periods.

 5.2   MAINTENANCE  AND  REPAIRS.  Once the Aircraft  is  initially  found
suitable for charter operations,  AALLC  or  a  AALLC-approved maintenance
facility  shall perform all maintenance and repairs  to  the  Aircraft  in
accordance  with  AALLC's FAA-approved maintenance program during the Term
of this Agreement.   AALLC shall perform maintenance and/or repairs to the
Aircraft  only  upon  notice   to  and  consent  from  Owner,  or  Owner's
representative.   AALLC  may terminate  this  Agreement  immediately  upon
written notice to Owner in  the  event  any  subsequent  inspection of the
Aircraft  or  maintenance  records uncovers any mechanical, structural  or
other  conditions unacceptable  to  AALLC,  or  in  violation  of  Federal
Aviation Regulations, in its discretion.

 5.3  FLIGHT  CREWS.  AALLC or a training facility approved by AALLC shall
provide all training  for  any  person  authorized to operate the Aircraft
during  Lease  Periods.   Such flight crew members  will  be  trained  and
checked in accordance with  AALLC's FAA-approved training program.  During
Lease Periods, such crew members shall serve under the exclusive direction
and control of AALLC.  AALLC  shall  have the exclusive right to refuse to
allow any crew member to participate in  charter  operations  at  its sole
discretion.

 5.4  COMPLIANCE WITH LAWS.  AALLC operate the Aircraft in accordance with
all applicable laws and regulations, including all FARs.

 5.5  COMPLIANCE WITH ANTI-DRUG PLAN.  Owner agrees to obtain and initiate
coverage  under  an  FAA  approved  Anti-Drug Program or establish its own
program as required by FAR 135.1 (c).   Owner  will  provide proof of such
coverage  by  providing  AALLC a copy of the FAA approval  letter  bearing
Owner's unique approval number.   Owner  will maintain its program in good
standing for all covered employees and vendors  (as  defined by the rule).
Owner shall notify AALLC immediately if Owner ceases to  be  in compliance
with  it  approval  plan in which case all Part 135 operations will  cease
immediately.

6.  OPERATION OF THE  AIRCRAFT  BY  OWNER.    When  Owner is operating the
Aircraft  under  the  rules  of  FAR  Part  91, Owner will have  exclusive
operational control of the Aircraft and AALLC shall have no responsibility
or liability to Owner for any such operations.   Owner  shall  ensure that
the Aircraft are maintained in accordance with the relevant AALLC  Manuals
and procedures.

7   TAXES.   Owner shall pay on its own behalf and on behalf of AALLC  all
taxes  (including  but  not  limited  to),  federal  excise  taxes,  fees,
assessments,  sales  tax,  personal property tax, license and registration
fees together with all fines  and  penalties  assessed by any governmental
taxing authority ("Taxes") which relate in any  way  to the ownership, use
or operation of the Aircraft or with respect to any charter  flight booked
and billed by Owner; provided that Owner shall be entitled to any fuel tax
credit(s) which apply to operations of the Aircraft under part 135.  Taxes
paid  by  Owner shall not include those federal excise and/or sales  taxes
collected by  AALLC  for  charter  flights booked and billed by AALLC, and
those Taxes based upon AALLC's income.

8.  RECORDKEEPING; AUDIT AND INSPECTIONS.

 8.1  Among its obligations as the holder  of  the  Operating Certificate,
AALLC specifically acknowledges its obligation to maintain  an  individual
record  of each pilot used in Part 135 operations pursuant to FAR  Section
135.63(a)(4).

 8.2  As  support  for  AALLC's obligation to discharge its record keeping
requirements as the holder  of  the  Operating Certificate, Owner, as non-
exclusive agent for AALLC, shall at all  times and for two years following
termination of this Agreement keep complete  and  accurate books, records,
Aircraft  logs  and  accounts from which it shall be determined,  (i)  the
amount of charges to be  paid  to  AALLC, (ii) all flight crew duty times,
(iii) all maintenance performed on the  Aircraft;  and  (iv)  all Aircraft
flights  and  operating  hours,  pursuant  to and during the term of  this
Agreement.  Owner shall maintain such books, records, accounts and logs in
accordance  with  generally  accepted  accounting   principles   and   FAA
regulations.

 8.3   All  such  accounts  and records shall, at all reasonable times, be
accessible to and open for inspection,  examination,  copying and audit by
the  other  party  or  its  designated  representative,  such  inspection,
examination,  copying and audit not to interfere with the ability  of  the
party being inspected  to conduct its normal business.  Either party shall
have the right, but not  the  obligation,  to  inspect the Aircraft at all
reasonable  times  that  will  not  interfere with the  operation  of  the
aircraft or the other party's ability  to  conduct  its  normal  business.
AALLC may terminate this Agreement immediately upon telephonic or  written
notice to Owner in the event any subsequent inspection of the Aircraft  or
maintenance   records   uncovers   any  mechanical,  structural  or  other
conditions  related  to  safety  of flight,  operation,  or  airworthiness
unacceptable to AALLC, or in violation of Federal Aviation Regulations, in
its discretion.

9.  INDEMNIFICATION.

 9.1  INDEMNIFICATION BY OWNER.  Owner  hereby agrees to defend, indemnify
and hold AALLC and its affiliates and their  respective officers, members,
directors,  employees   and  agents  (the  "AALLC  Indemnified   Parties")
harmless  from  and  against  any  and  all  liabilities,  claims,  suits,
judgments,  damages, losses, awards, fines, penalties, costs and expenses,
including  reasonable   attorney   fees  and  costs  associated  therewith
(collectively the "Claims"), arising  from,  but  not limited to, Taxes as
defined in Section 7, injury or death of persons or  the  loss,  damage or
destruction  of  property  arising  out  of  or  caused by any intentional
misrepresentation or fraudulent statement made by  Owner  with  respect to
this  Agreement,  any  damage  or  loss  to  the  extent caused by Owner's
negligence or willful misconduct, negligent actions or omissions of or the
improper performance of the duties of the flight crew members nominated by
Owner and employed by AALLC during the Term of this  Agreement,  including
but  not  limited to Claims arising from a flight crew member's breach  of
the FARs.

 9.2  INDEMNIFICATION  BY AALLC.  AALLC hereby agrees to defend, indemnify
and hold Owner, its parent  corporations,  affiliates, subsidiaries, their
directors,  officers,  employees  and  agents  (the   "Owners  Indemnified
Parties")  harmless  from  and  against  any and all liabilities,  claims,
suits, judgments, damages, losses, awards,  fines,  penalties,  costs, and
expenses,  including  reasonable  attorney's  fees  and  costs  associated
therewith  (collectively the "Claims"), arising from, but not limited  to,
Taxes, injury  or  death  of persons or the loss, damage or destruction of
property arising out of or  caused by any intentional misrepresentation or
fraudulent statement made by AALLC with respect to this Agreement.

 9.3  NOTIFICATION AND SURVIVAL.   The Indemnified Party shall give prompt
and timely written notice to the indemnifying party of any claim for which
an Indemnified Party seeks indemnity  herein,  and  the indemnifying party
shall  defend  against  same  with  counsel reasonably acceptable  to  the
Indemnified Party.  The Indemnified Party  shall  cooperate in the defense
of  the  claim  to  the  extent  reasonable  and  practicable   under  the
circumstances.   The provisions of Section 9 shall survive the termination
of this Agreement.

10.  INSURANCE; RISK OF LOSS.

 10.1 INSURANCE BY  OWNER.   Prior  to  the commencement of charter flight
operations, Owner will obtain the insurance  policies described on Exhibit
4 and will maintain policies in force for the  Term.   All  such insurance
shall:

      (a)    be   issued   by   a   company  or  companies  of  recognized
responsibility and insure the AALLC Indemnified Parties;

      (b)  be an occurrence policy naming  the  AALLC Indemnified Parties,
charter customers and their successors and assigns  as additional insureds
and contain a waiver of subrogation in favor of all additional insureds;

      (c)  be primary without any right of contribution from any insurance
maintained by the AALLC Indemnified Parties;

      (d)  provide the AALLC Indemnified parties with  thirty  days  prior
written  notice  of cancellation or material change affecting the parties'
interests; and

      (e)  insure  Owner's  contractual liability to the AALLC Indemnified
Parties contained in this Agreement.

Owner will furnish to AALLC certificates of insurance prior to the earlier
of charter flight operations  or  the commencement of Aviation Services by
AALLC  which demonstrate that Owner  has  met  the  requirements  of  this
Section.

 10.2  INSURANCE  BY  AALLC.  Prior to the commencement of this Agreement,
AALLC shall will obtain  the insurance policies described on Exhibit 4 and
will maintain such policies  in  force  for  the Term.  All such insurance
shall:

      (a)    be   issued   by  a  company  or  companies   of   recognized
responsibility and insure Owner and its directors, officers and employees,
successors and assigns;

      (b)   be  an occurrence  policy  naming  Owner  and  its  respective
directors, officers,  employees,  successors  and  assigns  as  additional
insureds  and  obtain  a  waiver of subrogation in favor of all additional
insureds;

      (c)  provide Owner with  thirty  days'  prior  written  notice  of a
cancellation or material change affecting the parties' interests;

      (d)  be primary without any right of contribution from any insurance
maintained by Owner; and

      (e)    insure   AALLC's  contractual  liability  contained  in  this
Agreement.

AALLC will furnish to Owner  certificates  of  insurance  prior to charter
flight operations which demonstrate that AALLC has met the requirements of
this Section.

 10.3   Risk  of loss or damage to the Aircraft shall be borne  by  Owner.
If, during the  term of this Agreement, the Aircraft is destroyed, lost or
damaged beyond repair, this Agreement shall terminate immediately.

11.  PAYMENT

 11.1 INVOICES.  AALLC shall forward all invoices relating to the Aircraft
to Owner at the following address:

 American Aviation Charters, L.L.C.
 301 Shepard Dr.
 Lafayette, LA 70508-2135
 Attn: Wayne Patin
 Fax: 318-266-5837
 Telephone: 318-266-5833

Owner shall pay all  invoices  to  the  account  specified by AALLC within
90 days of the date of the invoice.

12   GOVERNING  LAW.  This Agreement shall be governed  in  all  respects,
including validity, interpretation and effect, by the laws of the State of
Louisiana without  giving  effect  to  the  principles of conflicts of law
thereunder.

13.  DEFAULT AND REMEDIES.

 13.1  If either party breaches any of the provisions  of  this  Agreement
and  fails  to  cure  such breach within ten days after receipt of written
notice from the non-breaching party, the non-breaching party may terminate
this Agreement without prejudice to any rights the non-breaching party may
have against the breaching party.

 13.2   No  failure or delay  on  the  part  of  either  party  hereto  in
exercising any  right, power or remedy hereunder shall operate as a waiver
thereof, nor shall  any  single  or  partial exercise of any such right or
power preclude any other further exercise of any such right or power.

 13.3  AALLC's and Owner's rights and  remedies with respect to any of the
terms and conditions of the Agreement shall be cumulative and not mutually
exclusive and shall be in addition to all  other rights and remedies which
either party possesses at law or in equity except as otherwise provided in
this Agreement.

14.  TERMINATION.   Either party to this Agreement  shall  have the right,
with or without cause, to terminate this Agreement by giving  thirty  (30)
days  prior  written  notice  to  the  other  party during the Term.  This
Agreement shall terminate automatically in the  event  AALLC no longer has
the  right  to  perform  charter  operations  pursuant  to  the  Operating
Certificate for any reason and Owner shall have no claim for  any  damages
against  AALLC  which result from any such termination.  In the event  the
Operating Certificate  is  suspended for any reason, Owner and AALLC shall
be relieved of all obligations  under  this Agreement and Owner shall have
no claim for damages against AALLC which result from any such suspension.

15.  FORCE MAJEURE.  AALLC shall not be liable for any delay or failure in
the performance of any obligation under  this Agreement where such failure
or delay is the result of any cause or matter  beyond  AALLC's  reasonable
control,  including  but  not  limited to Acts of God or the public enemy,
acts or failures to act by any relevant government authority, civil war or
insurrection or riots, fires or  explosions  or serious accidents, strikes
or  labor  disputes.   AALLC  agrees  to  notify  Owner  promptly  of  the
occurrence of any such cause.

16.  MISCELLANEOUS.

 16.1  The relationship between Owner and AALLC shall  be  that  of lessor
and  lessee  with respect to operations under Part 135, except as provided
in Sections 3.3, 4.1 and 4.2 of this Agreement and independent contractors
with respect to  any  other services provided hereunder.  Without limiting
the foregoing, except as specifically authorized in Section 4, AALLC shall
not be the agent of Owner.

 16.2  This Agreement constitutes  the  entire agreement, both written and
oral, between the parties or their respective representatives with respect
to the subject matter hereof and is not intended  to confer upon any other
person  any  rights or remedies hereunder not expressly  granted  thereto.
This Agreement  shall not be further amended or modified unless in writing
duly signed by the parties hereto.

 16.3  None of the  parties  may  assign any of its rights or duties under
this  Agreement  without the prior written  consent  of  the  other,  such
consent not to be unreasonably withheld or delayed.

 16.4  The covenants,  agreements,  indemnifications,  representations and
warranties  made herein shall survive the execution and delivery  of  this
Agreement and the consummation of the transactions described herein.

 16.5  This Agreement  may be executed in one or more counterparts each of
which shall be deemed an  original, all of which together shall constitute
one and the same agreement.

 16.6   The captions contained  in  this  Agreement  are  for  convenience
purposes   only   and   shall  not  affect  in  any  way  the  meaning  or
interpretation of this Agreement.

 16.7  The provisions of  this  Agreement  shall be deemed independent and
severable and the invalidity, partial invalidity  or  unenforceability  of
any  one  provision  or  portion  of  this  Agreement shall not affect the
validity or enforceability of any other provision  of this Agreement.  Any
provision  of this Agreement which is prohibited or unenforceable  in  any
jurisdiction  shall, as to such jurisdiction, be ineffective to the extent
of  such  prohibition   or   unenforceability   and   any  prohibition  or
unenforceability  in any particular jurisdiction shall not  invalidate  or
render unenforceable such provision in any other jurisdiction.

                      SIGNATURES ON NEXT PAGE
<PAGE>

IN WITNESS WHEREOF  the parties hereto have entered into this Agreement on
the date first above written.


AMERICAN AVIATION, L.L.C.      AMERICAN AVIATION CHARTERS, L.L.C.




By:/s/ Roger E. Thomas   By:/s/ Wayne Patin

Name: Roger E. Thomas    Name: Wayne Patin

Title: Member            Title: Manager

<PAGE>
                             EXHIBIT 1
                             AIRCRAFT

1.  One (1) used Beech  300 aircraft which consists of an airframe bearing
FAA Registration No. N3AH  and  Manufacturer's  Serial No. FA-130 together
with its installed Pratt & Whitney PT6A-60A engines bearing manufacturer's
serial numbers PCE 95267 and PCE 95264.

2.   One  (1)  used Cessna A185F aircraft which consists  of  an  airframe
bearing FAA Registration No. N9667Q and Manufacturer's Serial No. 18503785
together  with  its   installed   Continental   IO550D17B  engine  bearing
manufacturer's serial number 284183-R.

3.   One  (1)  used  Cessna 172N aircraft which consists  of  an  airframe
bearing FAA Registration No. N4693J and Manufacturer's Serial No. 17273663
together  with  its  installed   Continental   O-320-H2AD  engine  bearing
manufacturer's serial number L-5620-7673655.

4.  One (1) used Cessna 414 aircraft which consists of an airframe bearing
FAA  Registration  No.  N414WE  and  Manufacturer's Serial  No.  414A-0309
together  with  its  installed  Continental  TSIO-520-NB  engines  bearing
manufacturer's serial numbers L-514074 and R-509722.


<PAGE>
                             EXHIBIT 2

                             AGREEMENT

This Agreement (this "Agreement")  is  entered  into as of the 31st day of
March 1998 by and between American Aviation, L.L.C. ("AALLC") and American
Aviation Charters, L.L.C. ("Owner").

WHEREAS, Owner is the employer of certain FAA-licensed  crew  members  who
are qualified to operate the aircraft attached as Exhibit 1; and

WHEREAS,  AALLC  has  occasional  need for the services of an FAA-licensed
pilot qualified to operate such aircraft; and

WHEREAS, as the employer for such flight  crew,  Owner  shall  become  the
contractor for the services of such flight crew members.

NOW,  THEREFORE,  in  consideration  of  the mutual promises and covenants
herein contained, the parties hereto agree as follows:

 1.   AALLC  hereby appoints Owner and Owner  hereby  agrees  to  nominate
temporary flight  crews  ("Temporary  Crews")  to  AALLC  from  those crew
members  of  Owner who AALLC determines are properly trained and qualified
in  accordance   with  the  Federal  Aviation  Regulations  and  insurance
requirements during  each  and  every  period  requested  by AALLC for the
operation  of  its  aircraft  and during such other periods as  AALLC  may
require the services of the Temporary Crew.

 2.  The parties hereby agree that  AALLC shall be the additional employer
of the Temporary Crews and the Temporary  Crews  correspondingly  shall be
employees of AALLC during and limited to each and every period when  AALLC
requests such crews for the operation of its aircraft..

 3.   For  each  flight completed with Temporary Crews aboard, AALLC shall
pay in respect of  the Temporary Crews a fee of One Hundred Twenty Dollars
($120)  per  day ("Temporary  Crew  Fee").   Owner,  in  its  capacity  as
additional employer  of  the  Temporary  Crews,  shall make payment to the
Temporary Crews on AALLC's behalf..

 4.   OWNER  HEREBY  RELINQUISHES  AND  GRANTS TO AALLC  OR  ITS  ASSIGNEE
(WHICHEVER IS APPLICABLE) EACH AND EVERY  RIGHT OWNER MAY HAVE TO CONTROL,
DIRECT, INSTRUCT OR IN ANY WAY INFLUENCE THE  MANNER OF PERFORMANCE OF ALL
FLIGHT OPERATIONS BY ANY TEMPORARY CREW MEMBERS,  DURING  EACH  AND  EVERY
FLIGHT OPERATED BY AALLC OR ITS ASSIGNEE (WHICHEVER IS APPLICABLE).  OWNER
ACKNOWLEDGES  THAT  DURING  EACH AND EVERY FLIGHT OPERATED BY AALLC OR ITS
ASSIGNEE, THE TEMPORARY CREW  MEMBERS WILL BE TEMPORARY EMPLOYEES OF AALLC
OR, IF THE TEMPORARY EMPLOYMENT  HAS  BEEN ASSIGNED, THE ASSIGNEE, AND THE
TEMPORARY  CREW  MEMBERS SHALL SERVE UNDER  THE  EXCLUSIVE  DIRECTION  AND
CONTROL OF AALLC OR  ITS  ASSIGNEE  (WHICHEVER IS APPLICABLE) IN THE EVENT
THE STATUS AS TEMPORARY EMPLOYER HAS BEEN ASSIGNED.

 5.   Owner  shall  be solely responsible  for  any  taxes,  withholdings,
employment  benefits,   workmen's   compensation   insurance,   disability
insurance or unemployment payments of any nature ("Charges") in respect of
the Temporary Crews.  Owner further agrees that it will indemnify and hold
AALLC  harmless for any Charges which may be incurred with regard  to  the
Temporary  Crews  including,  but  not  limited  to, any Charges which may
accrue as a result of Owner's failure to pay the Temporary Crews.

 6.   Owner  shall  immediately  report  to AALLC any information  it  may
receive with respect to any governmental action  of which it has knowledge
affecting the licenses and permits and medical certifications of Temporary
Crew members, including but not limited to all modifications,  suspensions
or  terminations  thereof.  Owner shall not knowingly nominate a Temporary
Crew member to AALLC  (i) who is not licensed, permitted and certified for
the employment described  herein, or (ii) who is not trained and qualified
as required by any insurance policy carried by AALLC.

 7.  The terms of this Agreement  shall be disclosed to any Temporary Crew
members upon request.

IN WITNESS WHEREOF the parties hereto  have entered into this Agreement on
the date first above written.

                               OWNER:
AMERICAN AVIATION, L.L.C.      AMERICAN AVIATION CHARTERS, L.L.C.



By:/s/ Roger E. Thomas    By:/s/ Wayne Patin

Name: Roger E. Thomas     Name: Wayne Patin

Title: Member             Title: Manager

<PAGE>
                             EXHIBIT 3

By my signature below I further certify:

 During each and every period that I am  operating  for American Aviation,
L.L.C.  ("AALLC"),  I will be the temporary employee of  AALLC  and  shall
serve under the exclusive  direction  and  control  of AALLC and shall fly
exclusively on AALLC's behalf.  The terms of my temporary  employment  are
described  in  the Agreement between AALLC and American Aviation Charters,
L.L.C. ("Owner")  who  serves  thereunder  as AALLC's temporary employment
agent.  Any payments for my temporary services  shall  be made through the
Owner as agent for AALLC.  Any taxes, withholdings, employment benefits or
unemployment payments of any nature will be the responsibility  of  Owner.
I  understand that pursuant to such Agreement, Owner has relinquished  and
granted  to  AALLC  each  and  every right it may have to control, direct,
instruct or in any way influence  my  actions during each and every period
that the aircraft is operated on  AALLC's behalf, however, nothing in this
paragraph shall be construed to abridge  the  authority and responsibility
of the pilot in command provided in FAR <section>91.3


Sincerely,


Pilot Signature  _______________________

Pilot Name (Print) _____________________

Date:  _______________________________


Acknowledged by

American Aviation, L.L.C.

By:  _____________________

Name: ___________________

Title:  ___________________

Date:  ___________________


<PAGE>
                             EXHIBIT 4

                      INSURANCE REQUIREMENTS

For Owner:

1.   AIRCRAFT LIABILITY INSURANCE - including Public  Liability,  Property
Damage  and  Passenger Liability Coverage in a total combined single limit
for each and every  loss  in  the  amount of $50,000,000 for the Beech 300
aircraft and $20 million for each of the Cessna aircraft.

2.  ALL RISK HULL INSURANCE - Coverage  must  be on an agreed value basis.
Owner shall require its aircraft hull insurers  to amend their policies to
waive any and all rights of subrogation which such  insurers  may or could
have against the additional insureds or their insurers.

3.  Contract liability clause added to the aircraft liability policy.


For AALLC:

1.  COMPREHENSIVE GENERAL LIABILITY- bodily injury and property  damage in
the amount of $5,000,000 for each and every loss.

2.  Contract liability clause added to the aircraft liability policy.