SALES AGREEMENT

THIS SALES AGREEMENT, 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 ("Seller") and American
Aviation Charters, L.L.C., a limited liability company organized and existing
under the laws of the State of Louisiana ("Buyer");

WHEREAS, Seller owns each of the four aircraft described in Appendix A hereto
(the "Aircraft") and the Other Property (as defined in Section 1.01); and

WHEREAS, Buyer desires to purchase the Equipment (as defined in Section 1.01)
from Seller and Seller desires to sell the Equipment to Buyer in accordance
with the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer agree as follows:

1.  DEFINITIONS

   1.01  In this Agreement, unless the context otherwise requires:

   "Acceptance Certificate" means a certificate substantially in the form set
out in Appendix B hereto to be signed by Buyer immediately after Delivery.

   "Aircraft" means the aircraft identified in Appendix A hereto.

   "Closing" or "Delivery" means the time at which the property, risk and
title in the Equipment shall pass to Buyer in accordance with this Agreement.

   "Dollars" or "$" means the lawful currency of the United States of America.

   "Equipment" means the Aircraft, the Intangible Property and the Other
Property.

   "FAA" means the United States Federal Aviation Administration or any
   successor agency thereto.

   "Intangible Property" means the Learjet training expenses and the
assistance provided by Seller pursuant to Section 11.01(a).

   "Manuals and Technical Records" means the manuals, historical technical
data and other records relating to the Aircraft in the possession of Seller.

   "Other Property" means the Vehicle (as defined herein) and the office
equipment.

   "Purchase Price" means the sum of Two Million Nine Hundred Seventeen
Thousand Dollars ($2,917,000) allocated as set forth in Exhibit C.

   "Vehicle" means one (1) used Chevrolet Tahoe truck.

   1.02  In this Agreement, unless the context otherwise requires, references
to Sections and the Appendices are to be construed as references to the
Sections of, and the appendices to, this Agreement and references to this
Agreement include its Recital and Appendices.

   1.03  Words importing the plural shall include the singular and vice versa,
and references to a person shall be construed as references to an individual,
firm, company, corporation, unincorporated body of persons or any State of
agency thereof.

2. AGREEMENT TO SELL

   Seller agrees to sell and Buyer agrees to buy the Equipment for the
Purchase Price and otherwise upon and subject to the terms and conditions of
this Agreement.

3. CONDITION OF AIRCRAFT AND OTHER PROPERTY

   The Aircraft and Other Property shall be tendered for Delivery by Seller to
Buyer on an "AS IS, WHERE IS" basis.

4. DELIVERY AND ACCEPTANCE

   4.01  Delivery shall take place in such location as shall be agreed by the
parties, such delivery to occur on March 31, 1998.  It is agreed and
understood that time is of the essence with respect to the Delivery and with
respect to all other provisions of this Agreement.

   4.02  Upon receipt by Seller of the Purchase Price from Buyer, Seller shall
deliver the Aircraft and Other Property to Buyer and Buyer shall execute and
deliver to Seller the Acceptance Certificates.

   4.03  Immediately upon Delivery and by delivery of the Aircraft and Other
Property to Buyer title to and risk of loss of or damage to the Aircraft and
Other Property shall pass from Seller to Buyer.  At Delivery Seller shall
deliver to Buyer or its representatives FAA form bills of sale for the
Aircraft and title documents for the Vehicle.

5. PAYMENT

   5.01  The Purchase Price shall be paid to and received by Seller in the
account set forth in Section 5.02.

   5.02  All payments to Seller shall be made by wire transfer received by
Seller in immediately available funds at such accounts as are specified by
Seller.

   5.03  All payments shall be made in full, without any set-off,
counterclaim, deduction, recoupment or defense and without abatement,
suspension, deferment, diminution or proration by reason of any circumstance
or occurrence whatsoever, free and clear of and without deduction of or
withholding for or on account of any present or future taxes, duties, fees or
other charges.  If any such taxes, duties, fees or charges are levied or
imposed, Buyer agrees to pay the full amount of such taxes and such additional
amounts as may be necessary so that Seller shall receive in full, after
withholding or deduction for or on account of such taxes, duties, fees or
charges, all amounts due hereunder.


6. CONDITIONS PRECEDENT

   6.01  Seller's obligation to sell the Equipment to Buyer is subject to the
following conditions being fulfilled to the satisfaction of Seller on or prior
to the date of Delivery:

       (a)  Buyer shall have paid and Seller shall have received the Purchase
Price in accordance with Section 5;

       (b)  Buyer shall have executed and delivered to Seller the Acceptance
Certificates;

       (c)  Buyer shall have delivered to Seller an insurance certificate
evidencing the insurance required by Section 10;

       (d)  The representations and warranties of Buyer contained in this
Agreement shall be true and correct in all material respects at Delivery as
though made at such time.

   6.02  Buyer's obligation to purchase the Equipment from Seller is subject
to the following conditions being fulfilled to the satisfaction of Buyer on or
prior to the date of Delivery:

       (a)  Seller shall deliver to Buyer the bills of sale and title
documents specified in Section 4.03.

7. REPRESENTATIONS AND WARRANTIES

   7.01  Buyer hereby represents and warrants that

       (a) it is a limited liability company duly organized and validly
existing under the laws of the State of Louisiana;

       (b) the execution, delivery and performance of its obligations under
this Agreement (and all agreements, document, and instruments to be executed
and delivered by Buyer contemporaneously herewith or pursuant to the
provisions hereof) have been duly authorized by all necessary action on the
part of Buyer and do not and will not conflict with, or constitute a violation
of, or a default under Buyer's organizational documents or any agreement of
any kind or nature, or contravene any law, governmental rule, regulation or
order binding on Buyer;

       (c)  neither the execution, delivery or performance by Buyer of this
Agreement nor any document, certificate or opinion to be delivered in
connection herewith by Buyer requires the consent or approval of, the giving
of notice to, registration with, or the taking of any other action in respect
of any federal or state governmental authority or agency, including any
judicial body or any other person, entity or corporation or if such consent,
approval, notice, registration or other action is required, it will have been
obtained;

       (d)  this Agreement constitutes the valid, legal and binding obligation
of Buyer in accordance with its terms; and

       (e)  there are no suits, action or proceedings (including but not
limited to counter or cross claims) pending or threatened against Buyer or
before or by any federal, state, municipal or other governmental agency,
department, commission, board, bureau or instrumentality which, if adversely
determined, would have a material adverse effect on Buyer's ability to perform
this Agreement or any obligation hereunder.

   7.02  Seller hereby represents and warrants that

       (a)  it is a limited liability company duly organized and validly
existing under the laws of the State of Missouri;

       (b)  that on Delivery it will transfer title to the Equipment free from
all liens, mortgages and encumbrances;

       (c)  the execution, delivery and performance of its obligations under
this Agreement (and all agreements, documents, and instruments to be executed
and delivered by Seller contemporaneously herewith or pursuant to the
provisions hereof) have been duly authorized by all necessary action on the
part of Seller and do not and will not conflict with, or constitute a
violation of, or a default under Seller's organizational documents or any
agreement of any kind or nature, or contravene any law, governmental rule,
regulation or order binding on Seller;

       (d)  neither the execution, delivery or performance by Seller of this
Agreement nor any document or certificate to be delivered in connection
herewith by Seller requires the consent or approval of, the giving of notice
to, registration with, or the taking of any other action in respect of any
federal or state governmental authority or agency, including any judicial body
or any other person, entity or corporation or if such consent, approval,
notice, registration or other action is required, it will have been obtained;
and

       (e)  this Agreement constitutes the valid, legal and binding obligation
of Seller in accordance with its terms.

8. EXTENT OF SELLER'S LIABILITY & TAXES

   8.01  Buyer expressly agrees and acknowledges that the Aircraft and Other
Property will be accepted by it in an "AS IS WHERE IS" condition and that NO
CONDITION, WARRANTY OR REPRESENTATION OF ANY KIND IS OR HAS BEEN GIVEN BY OR
ON BEHALF OF SELLER IN RESPECT OF THE AIRCRAFT OR OTHER PROPERTY.  ACCORDINGLY
BUYER CONFIRMS THAT IT HAS NOT, IN ENTERING INTO THIS AGREEMENT, RELIED ON ANY
CONDITION, WARRANTY OR REPRESENTATION BY SELLER, EXPRESS OR IMPLIED, STATUTORY
OR OTHERWISE, WHETHER ARISING BY LAW, COURSE OF TRADE, COURSE OF DEALING OR
OTHERWISE HOWSOEVER IN RELATION TO THE AIRCRAFT OR OTHER PROPERTY, WHETHER OR
NOT ANY DEFECT IN THE AIRCRAFT OR OTHER PROPERTY IS APPARENT OR LATENT AT THE
TIME OF ITS ACCEPTANCE BY BUYER, (INCLUDING, WITHOUT LIMITATION, CONDITIONS,
WARRANTIES OR REPRESENTATIONS AS TO THE COMPLIANCE WITH DESCRIPTION,
AIRWORTHINESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY,
WORKMANSHIP, VALUE, CONDITION, DESIGN, MANUFACTURE, PERFORMANCE OR OPERATION
OF THE AIRCRAFT OR OTHER PROPERTY), AND IF DEEMED TO EXIST, THE BENEFIT OF ANY
SUCH WARRANTY OR REPRESENTATION BY SELLER IS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVED BY BUYER.

   8.02  Buyer acknowledges that this Section 8 has been the subject of full
discussions and negotiation.  Buyer further acknowledges that the Purchase
Price takes account, inter alia, of the terms of this section and that
provisions similar to or to the same effect as those contained in this Section
8 are normal in transactions of this type.

   8.03  Buyer shall be liable for all taxes, duties, fees, imposts or charges
associated with this transaction except for those taxes assessed upon Seller's
income or profits.  Buyer will indemnify and hold harmless Seller, and
reimburse Seller upon its written request, for the amount of such taxes,
duties, fees, imposts or charges so levied or imposed and paid by Seller.

9. INDEMNITY AND RELEASES

   9.01  Buyer agrees to indemnify and hold Seller, its affiliates and their
respective members, officers, directors, employees and agents (hereinafter
called "Indemnitees") harmless on a continuing basis from and against any and
all losses, costs, damages, judgments, awards, fines, penalties, expenses,
charges, fees, payments, demands, claims, liabilities and proceedings of any
kind whatsoever, arising from and after the Closing ("Claims") that may be
brought against or suffered or incurred by the Indemnitees in relation to, or
arising directly or indirectly in any manner whatsoever out of, or in
connection with

       (a)  any breach of this Agreement by Buyer;

       (b)  the Aircraft or Vehicle including, but without prejudice to the
generality of the foregoing, the condition, testing, delivery, design,
manufacture, purchase, registration, ownership, possession, control, use,
leasing, operation, disposal, insurance, alteration, exploration, importation,
maintenance, repair, service, modification, overhaul, removal, loss, action or
damage of the Aircraft or Vehicle at any time, and whether or not the same
shall arise out of or be attributable to, any defect in the Aircraft or
Vehicle or any part thereof, or the testing, design, use, maintenance, repair,
service, overhaul, modification or otherwise of the Aircraft or Vehicle or any
part thereof or for any other reason whatsoever, regardless of when the same
shall or may have been carried out or put into effect; and

       (c)  all Claims which may be made or brought on the ground that any
design, article or material in the Aircraft or Vehicle or the operation or use
thereof constitutes an infringement of patent, copyright, design or other
intellectual property right or any other right whatsoever.

   9.02  Buyer hereby releases Seller from all Claims arising or suffered from
and after Closing and caused directly or indirectly by the Aircraft or Vehicle
or any part thereof or any inadequacy thereof for any purpose, or any
deficiency or defect therein or the use or performance thereof or any
maintenance, service, repair, overhaul or modification thereto, or any delay
in providing or failure to provide any thereof or any interruption or loss of
service or use thereof or any loss of business or other consequential damage
or any damage whatsoever and howsoever caused.

   9.03  The indemnities and releases contained in this Section 9 are given to
Seller for itself, its affiliates, successors and assigns and their respective
members, officers, directors, employees and agents.

10.  INSURANCE

   Buyer undertakes and agrees with Seller that as from Delivery and
throughout the period of two years thereafter Buyer will, at its expense,
maintain or cause to be maintained in full force and effect aircraft liability
insurance in respect of the Aircraft, including cover for the indemnity
referred to in Section 9, naming Seller, its affiliates, successors and
assigns and their respective officers, directors, members, employees and
agents, as additional insureds for an amount which is not less than $50
million for the Beech 300 and $20 million for each of the Cessna aircraft
combined single limit bodily injury (including passenger liability and death)
and property damage liability.  Such insurance shall include a breach of
warranty clause in favor of Seller stating that coverage shall not be
invalidated by any act or omission (including misrepresentation and non-
disclosure) of Buyer, shall provide for thirty (30) days prior written notice
to be received by Seller before any lapse, alteration, termination or
cancellation shall be effective as to Seller, shall include provisions whereby
the insurers irrevocably and unconditionally waive all rights of subrogation
they may have against Seller, its affiliates, successors and assigns and their
respective officers, directors, members, employees and agents, and shall
contain a cross liability clause to the effect that this insurance, except for
the limits of liability shall operate to give each of the additional insureds
the same protection as if there were a separate policy issued to each.  Buyer
further undertakes and agrees with Seller that Buyer shall when requested from
time to time by Seller produce to Seller a certificate of insurance reflecting
such coverage and all relevant extracts from such insurance policies and, in
addition, such certificates and/or other evidence as Seller may request to
show that Buyer has complied with the obligations set forth in this Section
10.

11.  ADDITIONAL COVENANTS OF SELLER AND BUYER

   11.01 Seller's Covenants.

       (a)  Seller hereby covenants and agrees that it shall consult with
Buyer in connection with Buyer's application to the FAA for an operating
certificate authorizing Buyer to engage in operations with the Aircraft under
Part 135 of the FARs.  In connection with such consultation, Seller shall make
available to Buyer the manuals and procedures covering the Aircraft at the
time of Closing, which Seller represents to have been approved by the FAA for
the operation of the Aircraft by Seller under Part 135.  Seller shall provide
such assistance as shall reasonably be requested to enable Buyer to develop
programs and procedures required by the FAA for the operation of the Aircraft
by Buyer under Part 135 of the FARs and shall arrange Learjet training for
Buyer.  The items covered by this Section 11.01(a) shall collectively be
referred to as "Intangible Property."

       (b)  Buyer hereby acknowledges that Seller cannot guarantee timing or
results and agrees that Seller shall have no liability to Buyer or any third
party relating to or arising out of the inability of Buyer to obtain an
certificate from the FAA authorizing to operate the Aircraft under Part 135 of
the FARs, any restrictions associated with the issuance of any such
certificate or any delay in obtaining such certificate.



11.02 Buyer's Covenants.

   (a)  In consideration of the sale of the Equipment and the services to be
provided by Seller in connection with the transactions contemplated herein,
Buyer covenants and agrees that it shall not engage in seismic services,
including but not limited to longline helicopter operations, transportation of
seismic field support personnel or any other form of helicopter seismic
support.

12.  FAILURE OR DELAY IN PERFORMANCE

   Seller shall not be liable for any delay or failure in Delivery or in the
performance of any other obligation under this Agreement where such failure or
delay is the result of any cause or matter beyond Seller'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, or
Seller's inability to obtain necessary materials or equipment needed to
correct repairable damage.  Seller agrees to notify Buyer promptly of the
occurrence of any such cause.

13.  NOTICES

   13.01  Every notice, request or other communication under this Agreement
shall be in writing and delivered as follows:

If to Seller: American Aviation, L.L.C.
             4500 NE Evangeline Thruway
             Carencro, Louisiana 70520
             Attn: David Jeansonne
             Fax: 318-896-6655
             Telephone: 318-896-6664

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

or to such other address or facsimile numbers as is notified by one party to
the others under this Agreement or for such purposes, and shall be deemed to
have been received in the case of a facsimile, 24 hours after dispatch
(provided that if the date of dispatch is not a business day it shall be
deemed to have been received at the opening of business on the next such
business day), and in the case of personal delivery, upon actual delivery or
the intended recipient's refusal to accept delivery.

14.  ASSIGNMENT

   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.


15.  MISCELLANEOUS

   15.01  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.

   15.02  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.

   15.03  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.  The remedies provided
herein are cumulative, and not exclusive of any remedies provided by law.

   15.04  Each party shall be liable for its own legal fees, costs, expenses
and disbursements associated with the transaction contemplated hereby.

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

   15.06  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.

   15.07  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.  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.


                        SIGNATURES ON NEXT PAGE
<PAGE>
IN WITNESS WHEREOF the parties hereto have entered into this Agreement on the
date first above written.

SELLER:                          BUYER:

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>
                                                     APPENDIX A


                               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>
                                                     APPENDIX B-1


          ACCEPTANCE CERTIFICATE FOR ONE BEECH 300 AIRCRAFT
                   FAA REGISTRATION NUMBER N3AH AND
          MANUFACTURER'S SERIAL NUMBER FA-130 TOGETHER WITH
            ITS INSTALLED PRATT & WHITNEY PT6A-60A ENGINES



RECEIPT is hereby acknowledged of one (1) used Beech 300 aircraft which
consists of an airframe bearing Federal Aviation Administration ("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, and the Manuals and Technical Records.

The Aircraft is hereby accepted and acknowledged to be in all respects in
accordance with the terms of a Sales Agreement dated the 31st day of March
1998 between American Aviation LLC ("Seller") and American Aviation Charters,
L.L.C. ("Buyer").


Dated this 31st day of March, 1998 at Lafayette, La.




BUYER:
American Aviation Charters, L.L.C.


By:    /s/ Wayne Patin

Name:  Wayne Patin

Title: Manager
<PAGE>
                                                     APPENDIX B-2


         ACCEPTANCE CERTIFICATE FOR ONE CESSNA 172N AIRCRAFT
                  FAA REGISTRATION NUMBER N4693J AND
         MANUFACTURER'S SERIAL NUMBER 17273663 TOGETHER WITH
              ITS INSTALLED CONTINENTAL IO550D17B ENGINE



RECEIPT is hereby acknowledged of one (1) used Cessna 172N aircraft which
consists of an airframe bearing Federal Aviation Administration ("FAA")
Registration No. N4693J and Manufacturer's Serial No. 17273663 together with
its installed Continental IO550D17B engine bearing manufacturer's serial
number 284183-R, and the Manuals and Technical Records.

The Aircraft is hereby accepted and acknowledged to be in all respects in
accordance with the terms of a Sales Agreement dated the 31st day of March
1998 between American Aviation LLC ("Seller") and American Aviation Charters,
L.L.C. ("Buyer").


Dated this 31st day of March, 1998 at Lafayette, La.




BUYER:
American Aviation Charters, L.L.C.


By:    /s/Wayne Patin

Name:  Wayne Patin

Title: Manager
<PAGE>
                                                     APPENDIX B-3


         ACCEPTANCE CERTIFICATE FOR ONE CESSNA A185F AIRCRAFT
                  FAA REGISTRATION NUMBER N9667Q AND
         MANUFACTURER'S SERIAL NUMBER 18503785 TOGETHER WITH
             ITS INSTALLED CONTINENTAL O-320-H2AD ENGINES



RECEIPT is hereby acknowledged of one (1) used Cessna A185F aircraft which
consists of an airframe bearing Federal Aviation Administration ("FAA")
Registration No. N9667Q and Manufacturer's Serial No. 18503785 together with
its installed Continental I0550D17B engine bearing manufacturer's serial
number L-5620-7673655, and the Manuals and Technical Records.

The Aircraft is hereby accepted and acknowledged to be in all respects in
accordance with the terms of a Sales Agreement dated the 31st day of March
1998 between American Aviation LLC ("Seller") and American Aviation Charters,
L.L.C. ("Buyer").


Dated this 31st day of March, 1998 at Lafayette, La.




BUYER:
American Aviation Charters, L.L.C.


By:    /s/Wayne Patin

Name:  Wayne Patin

Title: Manager
<PAGE>
                                                     APPENDIX B-4

          ACCEPTANCE CERTIFICATE FOR ONE CESSNA 414 AIRCRAFT
                  FAA REGISTRATION NUMBER N414WE AND
         MANUFACTURER'S SERIAL NUMBER 414A-0309 TOGETHER WITH
            ITS INSTALLED CONTINENTAL TSIO-520-NB ENGINES



RECEIPT is hereby acknowledged of one (1) used Cessna 414 aircraft which
consists of an airframe bearing Federal Aviation Administration ("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, and the Manuals and Technical Records.

The Aircraft is hereby accepted and acknowledged to be in all respects in
accordance with the terms of a Sales Agreement dated the 31st day of March
1998 between American Aviation LLC ("Seller") and American Aviation Charters,
L.L.C. ("Buyer").


Dated this 31st day of March, 1998 at Lafayette, La.




BUYER:
American Aviation Charters, L.L.C.


By:    /s/ Wayne Patin

Name:  Wayne Patin

Title: Wayne Patin
<PAGE>
                                                     APPENDIX B-5

         ACCEPTANCE CERTIFICATE FOR ONE CHEVROLET TAHOE TRUCK



RECEIPT is hereby acknowledged of one (1) used Chevrolet Tahoe Truck (the
"Vehicle").  The Vehicle is hereby accepted and acknowledged to be in all
respects in accordance with the terms of a Sales Agreement dated the 31st day
of March 1998 between American Aviation, L.L.C. ("Seller") and American
Aviation Charters, L.L.C. ("Buyer").


Dated this 31st day of March, 1998 at Lafayette, La.




BUYER:
American Aviation Charters, L.L.C.


By:    /s/ Wayne Patin

Name:  Wayne Patin

Title: Manager


<PAGE>
                                                     APPENDIX C

                     ALLOCATION OF PURCHASE PRICE



<TABLE>
<CAPTION>
<S>                                       <C>
EQUIPMENT:                                 PRICE

1.  Beech 300 aircraft bearing FAA          1. $  1,878,000
Registration No. N3AH and
Manufacturer's Serial No. FA-130.
                                           
2.  Cessna A185F aircraft bearing FAA       2. $    159,000
Registration No. N9667Q and
Manufacturer's Serial No. 18503785.        

3.  Cessna 172N aircraft bearing FAA        3. $     43,000
Registration No. N4693J and                
Manufacturer's Serial No. 17273663.

4.  Cessna 414 aircraft bearing FAA         4. $    430,000
Registration No. N414WE and
Manufacturer's Serial No. 414A-0309.       

5.  1997 Chevrolet Tahoe Truck              5. $     30,000

6.  Office Equipment                        6. $     37,000

7.  Consulting Services in connection       7. $    300,000
with Buyer's Application for FAA Part
135 Certificate (including relevant           
manuals)

8.  Learjet Training Expenses               8. $    40,000

TOTAL                                          $ 2,917,000


</TABLE>