EXHIBIT 10.17

                      AIRCRAFT INTEREST PURCHASE AGREEMENT

         This Aircraft Interest Purchase  Agreement,  dated as of April 30, 2004
(this "Agreement") is entered into by and between SMC Advisors,  Incorporated, a
Kentucky  corporation  with an  address  of 4350  Brownsboro  Road,  Suite  310,
Louisville,  Kentucky  40207  ("Buyer") and CITIZENS  FINANCIAL  CORPORATION,  a
Kentucky  corporation  with an address  of The  Marketplace,  Suite  300,  12910
Shelbyville Road, Louisville, Kentucky 40243 ("Seller").

                                    RECITALS

         WHEREAS,  Seller  is  the  owner  of  a  six  and  one-quarter  percent
(6.25%)  undivided  interest (the  "Interest")  in Falcon 2000  aircraft  serial
number 126 bearing United States  Registration  Number N226QS (the  "Aircraft");
and

         WHEREAS,  Buyer is  willing  to  purchase  the  Interest  from  Seller,
and Seller is willing to sell the  Interest  to Buyer,  subject to the rights of
the  owners of the  remaining  interests  in the  Aircraft  as  provided  in the
Operative Documents as herein defined (the "Additional Interest Owners"), on the
terms and subject to the conditions set forth herein.

                                    AGREEMENT

         NOW,   THEREFORE,  in   consideration   of  the  foregoing,   and   the
representations, warranties, and conditions set forth below, the parties hereto,
intending to be legally bound, hereby agree as follows:

1.       Purchase of Interest

1.1      Conveyance  of Interest.  Subject to the terms and  conditions  hereof,
Seller shall, as of the Closing Date (as hereinafter defined), transfer, convey,
assign, set over, bargain, sell and deliver unto Buyer, and Buyer shall purchase
from  Seller,   the  Interest  (and  all  aircraft   logbooks  and   inspection,
modification and overhaul records, if any, relating to the Aircraft, and, to the
extent  assignable,  all rights of Seller to service  and  warranty  rights with
respect  to the  Aircraft),  subject to the  rights of the  Additional  Interest
Owners as provided in the Operative Documents. Seller shall deliver to Buyer, on
or prior to the  Closing  Date,  a Bill of Sale in the  form  prescribed  by the
Federal  Aviation  Administration  (the  "FAA") for the  Interest  (the "Bill of
Sale").

1.2      Purchase  Price.  The total purchase  price (the  "Purchase  Price") to
be paid by Buyer to  Seller  for the  Interest  shall  be Nine  Hundred  Seventy
Thousand  Six Hundred  Ninety  Dollars  ($970,690.00),  consisting  of: [i] Nine
Hundred Ninety Three Thousand Seven Hundred Fifty Dollars  ($993,750.00),  which
amount the parties hereby  acknowledge  was  independently  determined to be the
fair market value of the Interest by NetJets Sales, Inc., less [ii] Twenty Three
Thousand Sixty Dollars ($23,060.00),  which amount the parties hereby agree is a
reasonable allocation of a reasonable approximation of the commission payable to

<PAGE>

NetJets Sales,  Inc. or another agent on the eventual  resale of the Interest by
Buyer,  to be paid via wire  transfer,  bank  cashier's or certified  check,  or
otherwise as the parties may agree on the Closing Date.

         In the event  any sales,  use,  luxury  or similar  tax is  assessed on
Seller with respect to the purchase of the Interest,  Buyer hereby covenants and
agrees to pay an amount equal to the assessed tax, and any related penalties and
interest,  to Seller  within  ten (10) days of receipt  of notice  thereof  from
Seller,  and Seller  shall apply such  amount to payment of such tax.  Buyer may
protest such taxes, provided that it fully indemnifies Seller therefor.

1.3      Closing.  The closing  of the purchase  and sale of the Interest  shall
occur on or as of April 30,  2004 at 10:00  a.m.  or such other date and time as
the parties may mutually agree (the "Closing  Date") at the offices of Buyer, by
mail, or otherwise as the parties may mutually agree.

1.4      Operative Documents.  As used  herein, the term  "Operative  Documents"
shall mean this Agreement, the Bill of Sale, that certain Assignment and Consent
dated as of the Closing Date by and among NetJets Sales, Inc.  ("NJS"),  NetJets
Aviation, Inc. ("NJA"), NetJets Service, Inc. ("Service"), Buyer and Seller (the
"Assignment and Consent"),  and each of the following  agreements as assigned by
Seller to Buyer pursuant to the  Assignment  and Consent and as further  defined
therein: the Management  Agreement,  the Master Interchange  Agreement;  and the
Owners  Agreement.  In  furtherance  and not in limitation of the Assignment and
Consent,  Buyer hereby  assumes the  obligations  of Seller under the Management
Agreement,  the Master Interchange  Agreement and the Owners Agreement effective
from the Closing  Date,  subject to the  consummation  of the  purchase and sale
contemplated hereby.

2.       Representations and Warranties

2.1      Representations  and  Warranties  of  Seller.   Seller  represents  and
warrants to, and covenants and agrees with Buyer, as follows:

(a)      On the Closing Date, so far as Seller shall be aware,  (i) the Aircraft
will be in good  working  order  and  repair  and  have a valid  Certificate  of
Airworthiness issued by the FAA with all applicable airworthiness directives and
inspections  current;  and (ii) no defaults or conditions  will exist that, with
the passage of time or giving of notice or both, would constitute defaults under
any agreement, instrument or document to which Seller is a party relating to the
Aircraft or the Interest or by which the Aircraft or the Interest is bound.

(b)      On the Closing Date,  Seller shall own,  and by this  Agreement and the
Bill of Sale shall convey to Buyer,  good and  marketable  title to the Interest
free and clear of any and all leases,  liens,  claims,  rights to  purchase  and
encumbrances other than the rights of any Additional Interest Owners as provided
in the Operative Documents.

(c)      Seller  is a  corporation  validly  existing  under  the  laws  of  the
Commonwealth  of Kentucky  and has all power and  authority  to own or lease its
properties  and to carry on its business  where such  properties are located and
such  business is  conducted.  Seller has the power and  authority to enter into
this  Agreement,  to execute,  deliver and  receive  all other  instruments  and
documents   executed  and  delivered   and  received  in  connection   with  the
transactions  herein  referred to and to carry out the sale and  transfer of the
Interest to Buyer and the  transactions  contemplated  hereunder and thereunder.
Seller  has the power  and  authority  to  execute  and  deliver  the  Operative

<PAGE>

Documents and any other  documents and  instruments  required to be executed and
delivered by it.

(d)      There is no action, suit or proceeding  pending  against Seller  before
or by any court,  administrative  agency or other  governmental  authority  that
brings into question the validity of, or in any way legally or  financially  (in
the case of  performance)  impairs,  the  execution,  delivery or performance by
Seller of any Operative Document.

(e)      The execution and delivery  of the  Operative Documents  by Seller  and
the  performance  by  it  of  its  obligations  thereunder,  including,  without
limitation,  the  conveyance of the Interest and the  acceptance of the Purchase
Price in exchange therefor, have been duly authorized by all necessary corporate
action of Seller  and do not  violate  or  conflict  with (i) any  provision  of
Seller's  Articles of  Incorporation  or By-Laws,  or (ii) any law or any order,
writ, injunction, decree, rule or regulation of any court, administrative agency
or any other governmental authority.

(f)      The  Operative  Documents  to  be  executed  and  delivered  by  Seller
constitute the valid and binding obligations of Seller enforceable in accordance
with  their  respective  terms,  subject,   however,  to  (i)  laws  of  general
application  affecting creditors' rights and (ii) judicial discretion,  to which
equitable remedies are subject.

(g)      Seller is not  subject to any  restriction  (that has not been complied
with) or agreement  that,  with or without the giving of notice,  the passage of
time, or both,  prohibits or would be violated by, or be in conflict  with,  the
execution,  delivery  and  consummation  of  the  Operative  Documents  and  the
transactions contemplated thereby.

(h) So far as  Seller  shall be  aware,  the  Aircraft  has been  inspected  and
maintained  within the twelve  (12) month  period  preceding  the date hereof in
accordance with  the  provisions  of  14  CFR  s.s.  91.409  and  all applicable
requirements for maintenance and inspection thereunder have been complied with.

(i)      EXCEPT AS  SPECIFICALLY  SET FORTH IN THIS  AGREEMENT OR IN THE BILL OF
SALE THERE ARE NO WARRANTIES OR REPRESENTATIONS  OF ANY KIND OR NATURE,  EXPRESS
OR IMPLIED,  CONCERNING THE TRANSACTION  CONTEMPLATED BY THIS AGREEMENT,  OR THE
AIRCRAFT,   ITS   CONDITION,   ITS  FITNESS  FOR  A  PARTICULAR   PURPOSE,   ITS
AIRWORTHINESS, ITS DESIGN, ITS OPERATION, ITS MERCHANTABILITY OR WITH RESPECT TO
PATENT  INFRINGEMENT OR THE LIKE.  SELLER SHALL, IN NO EVENT, BE LIABLE TO BUYER
FOR  ANY  INDIRECT,   SPECIAL  OR  CONSEQUENTIAL  DAMAGES  CAUSED,  DIRECTLY  OR
INDIRECTLY,  BY THE AIRCRAFT OR ANY INADEQUACY  THEREOF FOR ANY PURPOSE,  OR ANY
DEFICIENCY THEREIN, OR THE USE OR MAINTENANCE THEREOF, OR ANY REPAIRS, SERVICING
OR ADJUSTMENTS THERETO EXCEPT AS PROVIDED IN THE OPERATIVE DOCUMENTS.

2.2      Representations and Warranties of Buyer.  Buyer represents and warrants
to, and agrees with, Seller as follows:
<PAGE>

(a)      Buyer  is  a  corporation  validly  existing  under  the  laws  of  the
Commonwealth  of Kentucky  and has all power and  authority  to own or lease its
properties  and to carry on its business  where such  properties are located and
such business is conducted. Buyer has the power and authority to enter into this
Agreement,  to execute,  deliver and receive all other instruments and documents
executed and delivered and received in connection with the  transactions  herein
referred to and to carry out the  purchase of the  Interest  from Seller and the
transactions  contemplated  hereunder  and  thereunder.  Buyer has the power and
authority to execute and deliver the Operative Documents and any other documents
and instruments required to be executed and delivered by it.

(b)      There is no action, suit or  proceeding  pending against  Buyer  before
or by any court,  administrative  agency or other  governmental  authority  that
brings into question the validity of, or in any way legally or  financially  (in
the case of  performance)  impairs,  the  execution,  delivery or performance by
Buyer of any Operative Document.

(c)      The  execution and delivery  of the Operative  Documents  by  Buyer and
the  performance  by  it  of  its  obligations  thereunder,  including,  without
limitation, the conveyance of the Interest and the payment of the Purchase Price
in exchange  therefor,  have been duly  authorized  by all  necessary  corporate
action of Buyer and do not violate or conflict with (i) any provision of Buyer's
Articles  of  Incorporation  or  By-Laws,  or (ii) any law or any  order,  writ,
injunction,  decree, rule or regulation of any court,  administrative  agency or
any other governmental authority.

(d)      The  Operative  Documents  to  be  executed   and  delivered  by  Buyer
constitute the valid and binding  obligations of Buyer enforceable in accordance
with  their  respective  terms,  subject,   however,  to  (i)  laws  of  general
application  affecting creditors' rights and (ii) judicial discretion,  to which
equitable remedies are subject.

(e)      Buyer is not subject to any  restriction  (that  has not been  complied
with) or agreement  that,  with or without the giving of notice,  the passage of
time, or both,  prohibits or would be violated by, or be in conflict  with,  the
execution,  delivery  and  consummation  of  the  Operative  Documents  and  the
transactions contemplated thereby.

(f)      Buyer  is a  citizen  of the  United  States  (as defined in  49 U.S.C.
s.s.  40101,  et seq.,  as amended) and covenants and agrees that it will remain
such for so long as it retains the Interest, and that the Aircraft will continue
to be registered in the United States.

3.       Indemnification

         Each of Seller and Buyer will indemnify  the other and  protect, defend
and hold it harmless from and against any and all loss, cost, damage,  injury or
expense, including, without limitation,  reasonable attorneys' fees, wheresoever
and howsoever arising that the indemnified party or its stockholders,  or any of
its, or their, directors, officers, agents, employees, stockholders or partners,
may  incur by  reason  of any  breach  of the  indemnifying  party of any of its
representations  or  obligations  set forth in the Operative  Documents.  In the
event any claim for  indemnification  hereunder  arises on account of a claim or
action made or instituted by a third person against the non-indemnifying  party,
the  non-indemnifying  party shall notify the indemnifying  party promptly after
<PAGE>

receipt of notice by the non-indemnifying party that such claim was made or that
such  action  was  commenced.  The  indemnifying  party  shall  be  entitled  to
participate  in the  defense  of any such  claim or action by counsel of its own
choosing.  If the  indemnifying  party shall  participate in the defense of such
claim or action, the same shall not be settled without its prior written consent
(which consent shall not unreasonably be withheld) unless the indemnifying party
shall  deny or fail to  confirm  after  written  request  the  other's  right to
indemnification. Each of Seller and Buyer also hereby indemnifies and shall hold
the other harmless against any loss sustained or reasonable  expense incurred by
the  other as the  direct  result of or  arising  out of the  imposition  on the
Aircraft or the  Interest  of any  federal or other tax lien or the  foreclosure
thereof by virtue of the  failure  to pay or  underpayment  by the  indemnifying
party of the federal or other taxes payable by such indemnifying party.

4.       Benefits of Representations, Warranties, Etc.

         Seller hereby assigns to Buyer (to the extent  assignable) the benefits
of all warranties, representations, covenants and indemnities made to Seller by,
or which  Seller  is  entitled  to  enforce  against,  the  manufacturer  of the
Aircraft.

5.       Conditions Precedent to Closing

5.1      Seller's  obligations  to sell the  Interest  to Buyer shall be subject
to the  execution  by Buyer of all  Operative  Documents  to which it is to be a
party and to  performance  by Buyer of all of its  agreements  thereunder  to be
performed on or prior to the Closing Date  including the  obligation of Buyer to
make the payments set forth in Section 1.2 hereof.

5.2      Buyer's  obligations  to purchase  the Interest  from Seller  shall  be
subject to the execution by Seller of all Operative  Documents to which it is to
be a party and to performance by Seller of all of its agreements hereunder to be
performed  on or  prior  to the  Closing  Date  and to the  satisfaction  of the
following conditions:

(a)      Buyer  shall   have  obtained  financing   of  the  Purchase  Price  on
         commercially reasonable terms;

(b)      Arrangements satisfactory to Buyer shall have been made with respect to
         the registration of Buyer's Interest with the FAA;

(c)      Seller  shall present  Buyer  with  evidence of  Seller's  title to the
         Aircraft to  the extent of the Interest  subject only to the  rights of
         the Additional Interest Owners;

(d)      NJA  shall  have   consented  to  the  assignment  of  the   Management
         Agreement  by  Seller  to  Buyer,  a  copy  of  such  agreement   Buyer
         acknowledges has  been previously delivered to, reviewed  and agreed to
         by Buyer; and

(e)      Service  shall   have  consented  to  the   assignment  of  the  Master
         Interchange  Agreement by  Seller to  Buyer,  a copy  of such agreement
         Buyer  acknowledges  has been  previously  delivered to,  reviewed  and
         agreed to by Buyer.
<PAGE>

6.       Other Agreements

6.1      Use of Aircraft by Seller.   For a  period of  two (2) years  from  the
Closing  Date,  Seller  shall  retain the right to use the  Aircraft for as many
flight hours as it may desire,  up to thirty percent (30%) of the hours allotted
to Buyer in  connection  with the  Interest,  subject  to  Buyer's  approval  of
scheduling,  which approval shall not be unreasonably withheld. As consideration
for such use,  Seller shall pay thirty  percent (30%) of the Monthly  Management
Fee payable to NJA under the terms of the  Management  Agreement for each of the
twenty-four  (24) months  following  the Closing  Date, in addition to all costs
incurred based on the actual use of the Aircraft,  including, but not limited to
the Occupied  Hourly Rate Charges (as defined in the  Management  Agreement) and
overnight expenses for the Aircraft's flight crew. Furthermore, Seller agrees to
pay thirty  percent (30%) of the finance costs  (including  interest and closing
costs) actually incurred by Buyer for a period of two (2) years from the Closing
Date in connection with Buyer's financing of the Purchase Price.

6.2      Invoicing  for  Seller's  Use.  For a period of  two (2) years from the
Closing Date, Buyer agrees that it shall invoice Seller for the costs referenced
in Section 6.1 above,  and shall include  copies of invoices  received from NJA,
NJS,  Service and the lender from whom Buyer obtains  financing for the Purchase
Price to  substantiate  the  amounts  for  which  Seller is  invoiced.  Seller's
obligation to pay the costs  referenced in Section 6.1 above shall be contingent
upon Seller's receipt of an invoice for such amounts.

7.       Miscellaneous

7.1      Survival.  The representations and warranties made herein shall survive
the  execution  and  delivery  of this  Agreement  and the  consummation  of the
transactions described herein.

7.2      Successors and Assigns.  The  rights  and  obligations  of the  parties
hereunder  shall inure to the benefit of, and be binding and  enforceable  upon,
the respective successors, assigns and permitted transferees of either party.

7.3 Notices.  Any notice,  request or other communication to either party by the
other  hereunder  shall be given in  writing  and shall be  deemed  given on the
earlier  of  the  date  the  same  is  (i)  personally  delivered  with  receipt
acknowledged,  or (ii) telecopied at time of  transmission,  or (iii) three days
after mailed by certified mail,  return receipt  requested,  postage prepaid and
addressed  to the party for which it is  intended at the address as set forth in
the  introductory  paragraph  of  this  Agreement,  together  with a copy to any
addressee  as may be  designated  by a party by notice  hereunder.  The place to
which  notices  or copies  of  notices  are to be given to  either  party may be
changed from time to time by such party by written notice to the other party.

7.4      Entire  Agreement.  This Agreement constitutes the entire understanding
among the parties and there are no  representations  or warranties,  conditions,
covenants  or  agreements  other than as set forth  expressly  herein and in the
Operative Documents,  and any changes or modifications hereto or thereto must be
in writing and signed by authorized representatives of both parties.
<PAGE>

7.5      Governing Law.  This Agreement  and all  actions  arising out  of or in
connection  with this Agreement shall be governed by and construed in accordance
with the laws of the  Commonwealth of Kentucky,  without regard to the conflicts
of law provisions of the Commonwealth of Kentucky or of any other state.

7.6      Captions.  Captions used herein  are  inserted  for reference  purposes
only and shall not affect the interpretation or construction of this Agreement.

7.7      Counterparts.   This  Agreement   may  be  executed  in   two  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

7.8      Amendments.  This Agreement may be amended or varied only by documents,
in writing, of even or subsequent date hereof, executed by Buyer and Seller.

7.9      Further  Assurances.  Each party hereto shall  execute  and deliver all
such further  instruments  and  documents as may  reasonably be requested by the
other party in order to fully carry out the intent and  accomplish  the purposes
of the Operative Documents and the transactions referred to therein.

7.10     Severability.  Any  term  or  provision  of  this  Agreement  which  is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement or affecting  the  validity or  enforceability  of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.



                         [Signatures on following page]
<PAGE>

                  IN WITNESS  WHEREOF,  each  of  the  parties  has  caused this
Agreement  to be  executed  on its  behalf  as of the day and year  first  above
written.

                    SMC Advisors, Incorporated

                    ("Buyer")





                    By:      s/ Darrell R. Wells



                    Name:    Darrell R. Wells



                    Title:   President





                    CITIZENS FINANCIAL CORPORATION ("Seller")





                    By:      s/ Len E. Schweitzer



                    Name:    Len E. Schweitzer



                    Title:   Vice President, Accounting, Treasurer and Secretary



                    Authority:   Resolutions  of  the   Board  of  Directors  on
                                 May 19, 2003, April 15, 2004 and April 27, 2004