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Aircraft Purchase Agreement

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THIS PURCHASE AGREEMENT (the "Agreement"), made this 25th day of January 2000, by and between BeautiControl, Inc., a Delaware corporation, having principal offices at 2121 Midway Road, Carrollton, Texas 75006 ( "Seller"), and O'Gara Aviation L.L.C., a Nevada limited liability corporation, having principal offices at 1827 Powers Ferry Road, Bldg 8, Atlanta, Georgia 30339 ( "Buyer").

WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell to Buyer the Aircraft in accordance with the terms and conditions contained herein; and

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


1.0 Agreement to Buy and Sell. (a) Seller agrees to Sell and the
Buyer agrees to purchase "AS IS" except as expressly stated in
this Agreement, the following described aircraft together with any
and all existing avionics, engine covers, equipment (loose or
installed), instruments, and accessories listed in Exhibit A and
A-1attached hereto, and any and all Aircraft Documents, as defined
in Section 1.0(b) of this Agreement, (collectively, the

AIRCRAFT MAKE AND MODEL: Hawker Siddley HS125-700A

(b) For purposes of this Agreement, the term "Aircraft Documents"
shall include, but not be limited to, all logbooks (complete
and original), flight, maintenance and operations records and
manuals, checklists, drawings and wiring diagrams, applicable
FAA Form 337's, STC's, component overhaul documentation, and
any and all other records and paperwork associated with the
Aircraft that are in Seller's possession.

1.1 Purchase Price. Buyer agrees to pay Seller the total purchase
price of Three Million Eight Hundred Fifty Thousand-U.S. Dollars
($3,850,000) (the "Purchase Price") payable as follows:

(a) A deposit of Two Hundred Thousand U.S. Dollars ($200,000)
(the "Deposit") shall be placed in escrow at Insured Aircraft
Title Service, 6449 S. Denning Street, Oklahoma City,
Oklahoma 73159, Phone 405-681-6663, Facsimile: 405-681-9299
(the "Escrow Agent") by Buyer upon execution of this Purchase
Agreement. The Deposit shall be held by the Escrow Agent
pending consummation or termination of this Agreement, and
shall become non-refundable upon Buyer's execution of an
Aircraft Acceptance Certificate in the form of Exhibit B
attached hereto ("Exhibit B"), except as otherwise provided
in this Agreement.
(b) The balance of the purchase price, Three Million Six Hundred
Fifty Thousand U.S. Dollars ($3,650,000) (the "Balance"), to
be deposited with the Escrow Agent and payable at Closing (as
defined in Section 1.2(a)).

1.2 Delivery and Closing.
(a) Delivery of the Aircraft and closing of the transaction
(collectively the "Closing") shall be the earlier of (i) the
15th day of February, 2000, or (ii) the second business day
after notification from Seller to Buyer that the Aircraft is
ready for delivery.

(b) Buyer shall have the right to conduct a pre-delivery test
flight ("Pre-Delivery Test Flight") of the Aircraft to verify
the Aircraft is in the same condition as inspected. The Pre-
Delivery Test Flight shall be scheduled by mutual agreement
of the parties. Buyer shall also have the right to have its
representative(s) on board to observe operation of the
systems. All fuel, EMS costs, and other out-of-pocket
expenses for such flight shall be at Buyer's expense. Buyer
and Seller agree to negotiate reasonably regarding the
resolution of any maintenance discrepancies identified during
the Pre-Delivery Test Flight.

(C) Prior to the Closing, Seller shall deposit with the Escrow
Agent a FAA Form 8050-2 Aircraft Bill of Sale (the "Bill of
Sale"), undated but otherwise fully completed and any lien

(d) Prior to the Closing, Buyer shall deposit with the Escrow
Agent the Balance, and a FAA Form 8050-1 Aircraft
Registration Application (the "Registration Application"),
undated but otherwise fully completed, and the Balance.

(e) On the Closing date, Seller shall deliver the Aircraft to
Buyer, and Buyer shall accept delivery of the Aircraft from
Seller, at Olathe, Kansas, or such other location mutually
agreeable to the parties. Delivery costs shall be at Buyer's
expense for a location other than the Pre-Purchase Inspection
location. At the time of delivery of the Aircraft, and upon
receiving confirmation from the Escrow Agent that Buyer has
deposited the Balance and the Registration Application, and
that Seller has deposited the Bill of Sale, Buyer shall
execute and deliver to Seller a Delivery Receipt in the form
attached hereto as Exhibit C ("Exhibit C"), and the parties
shall each instruct the Escrow Agent to (i) date and file the
Bill of Sale and the Registration Application in the Civil
Aircraft Registry, and (ii) immediately transfer the Purchase
Price, by wire transfer, to an account designated by Seller.
Buyer's execution and delivery of Exhibit C to Seller shall
constitute its acknowledgment that Seller has fulfilled, or
Buyer has waived Seller's obligations set forth in Section

2.1 Delivery Conditions. The Aircraft is being sold on an "AS IS"
basis except Buyer's obligation to purchase the Aircraft is
subject to Buyer verifying at the time of delivery the following:

(a) The Aircraft and systems are airworthy, in serviceable
condition according to the manufacturer, ordinary wear & tear

(b) All Inspections, time-limited components, Airworthiness
Directives and mandatory Service Bulletins applicable to the
Aircraft are in compliance with the manufacturers' approved
maintenance program and the United States Federal Aviation
Administration (FAA).

(c) The Aircraft shall be delivered with no damage history other
than may be indicated in the logbooks or Aircraft documents
at the time of inspection.

(d) With valid FAA Certificate of Airworthiness, free and clear
of all liens and encumbrances, with good and marketable

(e) The Aircraft engines enrolled in Jet Support Services, Inc.
Engine Program (EMS 100% coverage) fully paid up through the
delivery hours, with the account in good standing and
transferable to Buyer. Transfer fees, if any, shall be at
Buyer's expense.

2.2 Inspection. Buyer shall have the opportunity to conduct a pre-
purchase inspection ("Pre-Purchase Inspection") of the Aircraft
at Garrett Aviation, Houston, Texas or other mutually agreeable
location at Buyer's expense.

(a) The Pre-Purchase Inspection may include, but is not limited
to, a logbook review, engine borescope and five-point run,
systems checks and any other such tests reasonably necessary
to examine the operation and condition of the Aircraft.
Buyer shall have the opportunity during the Pre-Purchase
Inspection to have its representative(s) on board the
Aircraft during a test flight (not to exceed 90 minutes) in
order to observe operation of all systems. All fuel, EMS
costs, and other out-of-pocket expenses for such test flight
("Test Flight Expenses") shall be at Buyer's expense. During
any and all inspections, test flight(s) conducted pursuant to
this Agreement, care, custody, control and risk of loss of
the Aircraft shall remain with Seller.

(b) Seller shall position the Aircraft at Seller's expense at the
Pre-Purchase Inspection location on a mutually agreeable date
on or about January 18, 2000, However, if Buyer rejects the
Aircraft based on the findings of the Pre-Purchase
Inspection, Buyer shall pay for or reimburse Seller for Test
Flight Expenses in section 2.2 (a). 2.3 Acceptance or rejection of the Aircraft shall be at Buyer's sole
discretion. Within two (2) business days following completion of
the Pre-Purchase Inspection, Buyer will execute and deliver to
Seller the Aircraft Acceptance Certificate in the form shown in
Exhibit "B", which is attached hereto and made a part hereof for
all purposes, to document acceptance or rejection of the Aircraft.

(a) If Buyer accepts the Aircraft in its present condition or
subject to resolution of identified maintenance discrepancies
that Seller agrees to repair, the Deposit specified in
Section 1.1(a) of this Agreement shall become non-refundable
to Buyer upon execution of the Aircraft Acceptance
Certificate, except as otherwise provided in this Agreement.

(b) If the Aircraft is not in the condition required by
Section 2.1 at the time of the Pre-Purchase Inspection, Buyer
shall furnish Seller with a written notice of the maintenance
discrepancies, which notice shall set forth in detail the
Buyer's desired resolution of the discrepancies. Buyer and
Seller agree to negotiate reasonably regarding the resolution
of such maintenance discrepancies. Mutually agreed to
discrepancies shall be corrected at Seller's sole expense.

(c) If Buyer (i) rejects the Aircraft in its present
condition or (ii) if Seller and Buyer do not mutually agree
to the terms on which the identified maintenance
discrepancies are to be resolved within three (3) business
days after Seller's receipt of such notice, the parties shall
instruct the Escrow Agent to deliver to Buyer the deposit,
less the Test Flight Expenses as defined in Section 2.2(a)
above, and the parties shall have no further obligation or
liability to each other whatsoever.

2.4 Warranties by Seller. Seller hereby represents and warrants as
of the date hereof and the Closing date as follows:

(a) Seller is the owner of the Aircraft and is authorized to
convey title to the Aircraft, and that execution and
delivery of the Bill of Sale shall convey to Buyer good and
marketable title to the Aircraft, free of any and all liens
and encumbrances.

(b) To Seller's knowledge, there are no parts, systems, or
components on the Aircraft that are on temporary loan or

(c) Seller has paid all taxes, duties, penalties, charges, or
invoices or statements with respect to the Aircraft incurred
on and before the Closing date or, to the extent that it has
not, agrees to pay any and all of the foregoing when due.
(d) Seller is a corporation organized and validly existing under
the laws of the State of Delaware, possessing perpetual
existence, having the capacity to sue and be sued in its own
name, having full power and legal right to carry on its
business as currently conducted, and to execute, deliver and
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