Sale & Purchase

Exhibit 10.10







SALE AND PURCHASE





TWO BOEING 737-200 SERIES





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EUROPEAN AVIATION LIMITED





AMERICAN AIRCARRIERS SUPPORT

THIS AGREEMENT IS MADE THIS 26th DAY OF MARCH 1998



BETWEEN



EUROPEAN AVIATION LIMITED, whose headquarters are based at European Hall, Bromyard Road, Ledbury, Herefordshire, HR8 1LG, UK (company registration number 2496662)(Tel.No. 00 44(0)1531 633000/Fax No. 00 44(0)1531 634497) hereinafter referred to as "The Seller"



AND



AMERICAN AIRCARRIERS SUPPORT INCORPORATED, whose headquarters are based at 3516 Centre Circle Drive, Fort Mill, South Carolina 29715, USA (company registration number )(Tel.No. 001 803 548 2160/Fax No. 001 803 548 2207) hereinafter referred to as 'The Buyer'



WHEREBY IT IS AGREED as follows:



In this agreement the following expression shall have the following meanings:



1.1 "Aircraft" means the two Boeing 737-200 Series aircraft bearing

Manufacturer's Serial Numbers 19934 and 19953 as described in Exhibit A

and equipped with four JT8D-7B Series engines bearing Manufacturer's

Serial Numbers 653545, 655977, 653333 and 656097 as described in

Exhibit B and together with the logbooks, maintenance records,

manuals, handbooks and other documents in respect of the Aircraft and



1.2 "Delivery" means the tender of the Aircraft by the Seller to the Buyer

and the acceptance of the Aircraft in accordance with the terms of this



1.3 'Delivery Date' means the actual date on which Delivery was effected.



1.4 'Purchase Price' means the sum of 1.1 million US Dollars(one million,

one hundred thousand United States Dollars) per aircraft.



2. SALES OF THE AIRCRAFT.



2.1 Subject to the terms and conditions of this agreement the Seller will

sell the Aircraft to the Buyer and the Buyer will purchase the Aircraft

from the Seller for the Purchase Price.









(1) 2.2 The payment of the Purchase Price shall be made in full by means of

telegraphic transfer of immediate available funds to the Seller's

account maintained with National Westminster Bank, Bournemouth Branch,

The Square, 5 Old Christchurch Road, Bournemouth, BH1 1DU, UK, (US

Dollar Account No.06236820).



3. TAXATION:



3.1 To the best of the Sellers knowledge no Import or export duties are

currently outstanding for the Aircraft and the Seller shall be liable

for any and all Import and Export duties or levies that may have

occurred or been accessed prior to the Delivery of the Aircraft to the

Buyer. The Buyer shall pay all duties and levies that are incurred or

accessed after the Buyer takes delivery of the Aircraft as per the

Delivery Date as set forth in Section 4.



4. DELIVERY:



4.1 Delivery shall take place on or before 27th March 1998.



4.2 Upon request the Seller shall complete and the Buyer shall sign a

Delivery Certificate in duplicate in the form set out in the second

schedule and each party shall retain one copy of it.



4.3 Immediately following Delivery the Seller shall take all necessary

steps to enable the Buyer to be registered as owner.



4.4 Unless otherwise agreed in writing between the parties delivery shall

take place at Bournemouth International Airport, Bournemouth, before

which the Buyer has inspected all technical documentation and agreed

that it is to his satisfaction.



4.5 Delivery of the Aircraft shall Include the original historical records

pertaining Aircraft and Engines. Only after the Seller has delivered

the original and complete historical records, and the Buyer has

inspected and accepted the original and complete historical records,

including current AD/SB status of the Aircraft and Engines, as well as

documents showing complete traceability to zero of the Life Limited

Parts of the Aircraft and Engines and all records are accepted by the

Buyer, then the Seller's responsibility for delivery of the Aircraft

will have been completed. The Buyer shall acknowledge such delivery

and acceptance by the execution of Exhibit C.









(2)

4.6 The Buyer agrees after accepting delivery of the aircraft to remove the

aircraft from the Sellers premises within seven working days, unless

agreed otherwise in writing between the parties. All costs associated

with the removal of the aircraft from the Sellers premises will be to

the cost of the Buyer. In the event that the Buyer is unable to remove

the aircraft after seven days, then the Seller will at its discretion

be able to invoice the Seller parking charges on a per day basis.



5. TITLE AND RISK:



5.1 The Seller warrants that on Delivery of the Aircraft as is it is the

owner of such Aircraft free and clear of all liens charges and

incumbrances, with the exception of a mortgage of 50,000 US Dollars

(fifty thousand United States Dollars) held in favour of United

Airlines in relation to Exhibit G, to enable them to enforce the

conditions of Exhibit G and for this use only.



5.2 Title to the Aircraft and Engines shall be conveyed to the Buyer by the

execution and delivery of a Bill of Sale in the form attached as

Exhibit E.



5.3 Possession, property and risk in the Aircraft will pass from the Seller

to the Buyer on Delivery.



6. REPRESENTATIONS AND WARRANTIES:



6.1 The Seller warrants that on Delivery the Aircraft complies with



6.2 Save as expressly provided in this agreement the Aircraft is sold in an

'as is where is' condition.



6.3 To the best of the Sellers knowledge, the Aircraft and engines have not

been subjected to severe stress or heat (as in a major engine failure,

accident or fire) as detailed in Exhibit D.



6.4 The Buyer acknowledges that it has placed no reliance on any statement

or representation whether oral or written made by the Seller or on its

behalf during the negotiations prior to the signing of this agreement,

however, the Buyer has relied throughout this agreement on any

representations and warranties made herein.







(3) 6.5 The Seller shall assign to the Buyer any and all existing assignable

warranties of manufacturers or overhaul agencies for the Aircraft, the

installed engines and components if any now available to the Seller and

upon request of the Buyer the Seller shall allow the Buyer to enforce

the rights of the Buyer arising under such warranties in the name of

the Seller provided that the Buyer shall indemnify the Seller for any

costs and expense incurred by the Seller as a result. The Seller shall

give notice to any such manufacturer or overhaul agency of the

assignment of such warranties to the Buyer upon reasonable request and

at the cost of the Buyer.



6.6 The Seller represents and warrants



(i) that it is a limited company duly organized and validly formed

and in good standing under the laws of the UK,



(ii) that it has full power and authority to enter into this

Agreement and to carry out the transactions contemplated by this

Agreement, and



(iii) that this Agreement, when executed by the Seller, will be

binding on the Seller and enforceable against the Seller In accordance

with its terms.



6.7 The Seller represents and warrants that at the time of transfer of the

title to the Aircraft to the Buyer, the Seller



(i) will have good and sufficient legal and beneficial tide to the

Equipment free and clear of all mortgages, liens, charges,

incumbencies, subject to Clause 5.1, security interests and other

rights of others, except those incurred by the Buyer or securing claims

of third parties against the Buyer,



(ii) and will have full power and lawful authority to transfer

such title to the Buyer.



7. INDEMNITY, WAIVER AND INSURANCE.



7.1 The Buyer shall indemnify the Seller, its servants or agents and any

third party who has had an interest in the Aircraft prior to Delivery

at all times after Delivery on a full indemnity basis from and against

any liabilities, claims, proceedings, judgements, damages,

obligations, costs and expenses of any nature which may at any time be

incurred by or be imposed on the Seller its servants agents or such

third party arising after Delivery directly or indirectly in any manner

out of the ownership management, control, use or operation of the

Aircraft (either in the air or on the ground) or which may arise after

Delivery on account of any defect or alleged defect in the Aircraft.


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