ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ("Agreement") is made and entered into as of

this 31st day of March, 2005, at Scottsdale, Arizona, by and between Central

Plains Aviation, Inc., a Kansas corporation with offices at 2145 South Air

Service Road, Garden City, Kansas 67846 ("Seller"), and F B O Air - Garden City,

Inc., a Kansas corporation with offices at 9087 East Charter Oak, Scottsdale,

Arizona 85260 ("Buyer"); and Jon A. Crotts, an individual and President of

Seller ("Crotts").

RECITALS

A. Seller is engaged in the business of a fixed base operator at Garden

City Regional Airport (the "Business");

B. Buyer and Seller are parties to that certain Offer to Purchase dated

January 19, 2004 ("Offer to Purchase");

C. Pursuant to the Offer to Purchase, Buyer desires to purchase certain

assets, and none of the liabilities, of Seller that are used in connection with

the Business at the price and under the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

PURCHASED ASSETS; TRANSFER OF PURCHASED ASSETS

1.1 Purchased Assets. Subject to the terms and conditions set forth in the

recitals set forth above, which are incorporated herein by reference, and this

Agreement, Seller shall sell, assign, transfer and deliver to Buyer at the

Closing (defined below) and Buyer shall purchase, for the Purchase Price set

forth in ARTICLE 2 hereof, all of the assets and business of the Business

specifically set forth on Schedule 1.1 hereto, excluding the Excluded Assets

defined in Section 1.6, all of which are hereinafter called the "Assets,"

including, without limitation, the following specific assets described in this

Section 1.1:

(a) All inventories, including JetA and Avgas fuel inventories,

finished goods, work-in-progress and raw materials, supplies and parts owned by

Seller pertaining to the Business (the "Inventory") as of the close of business

on the date immediately prior to the Closing Date including, without limitation,

the Inventory set forth on Schedule 1.1(a).

(b) All rights and interests of Seller in and to all contracts,

leases of personal property, purchase orders, orders from customers, supply

agreements, distribution agreements, independent sales representative

agreements, license agreements, and other agreements entered into pertaining to

the Business or the Assets in effect on the Closing Date, excluding any

amendments, revisions, changes or new orders under such agreements (the

"Contracts"). All Contracts that are in effect on the date hereof, are set forth

on Schedule 1.1(b).

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Exhibit 10.1

(c) All rights of Seller under or pursuant to all warranties,

representations and guaranties made by suppliers in connection with products or

services furnished to the Business, or otherwise pertaining to the Business of

affecting the Assets.

(d) All of Seller's customer lists, together with all designs,

notes, and other intangibles which are used in the Business; and all records and

files (including computer records and files) and papers useful in operating the

Business or relating to the Assets, including, but not limited to, manuals and

data, sales, advertising materials, sales and purchase correspondence, shipping

records and employment records for current employees of Seller whom Buyer wish

to retain.

(e) All federal, foreign, state, provincial, municipal, local or

other governmental consents, certifications, licenses, permits, registrations,

grants and other authorizations that are necessary to permit Seller to conduct

the Business as presently conducted (collectively, the "Authorizations" and

individually, an "Authorization"). All Authorizations in effect as of the date

of this Agreement are set forth on Schedule 1.1(e).

(f) All fuel trucks, aircraft tows, utility carts, portable

generators, equipment, heavy equipment, machinery and vehicles of Seller used in

connection with the Business as of the Closing Date (collectively, the

"Equipment"). All of such assets as of the date of this Agreement are set forth

on Schedule 1.1(f).

1.2 Transfer of Title to the Assets. Seller's sale, assignment,

conveyance, transfer, and delivery of the Assets to Buyer shall be made at the

Closing by appropriate instruments of transfer as shall be reasonably requested

by Buyer or otherwise sufficient to vest in Buyer, as of the Closing Date, good

and marketable title to the Assets that are owned, as of the Closing Date by

Seller, and a valid and assignable leasehold interest in the Assets that are

leased by Seller as of the Closing Date, in each case free and clear of any

liens, charges and encumbrances. Such instruments of assignment, conveyance, and

transfer shall include, without limitation, a bill of sale transferring title to

tangible assets in the form of Exhibit A hereto (the "Bill of Sale") and

anything else reasonably contemplated by this Agreement to be delivered in order

to transfer possession and enjoyment of the Assets to Buyer. Risk of loss of the

Assets shall pass from Seller to Buyer at Closing.

1.3 Non-Assignable Assets. To the extent that any of the Assets to be

assigned to Buyer hereunder are not assignable without the consent of another

party, this Agreement shall not constitute an assignment or an attempted

assignment if such assignment or attempted assignment would constitute a breach

of any contract, right or commitment. Seller agree to use its best efforts to

obtain the consent of each other party to any such contract, right or commitment

to the assignment thereof to Buyer in all cases in which such consent is

required for assignment or transfer. If such consent is not obtained at or prior

to the Closing and Buyer shall have waived the conditions in Section 5.2(b) with

respect thereto, Seller agree to cooperate with Buyer in seeking (i) such

consent after the Closing Date and (ii) any reasonable arrangements designed to

provide for Buyer the benefits accruing under any such contract, right or

commitment, including enforcement at the cost and for the account of Buyer of

any and all rights of Seller against each other party thereto arising out of the

cancellation by such other party or otherwise. If and to the extent that such

arrangement cannot be made, Buyer shall have no obligation with respect to any

such contract, right or commitment and each such asset shall thereafter be

deemed an Excluded Asset (as defined below).

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Exhibit 10.1

1.4 Further Assurances. At any time and from time to time after the

Closing, at Buyer's reasonable request and without further consideration, Seller

shall execute and deliver such instruments of sale, transfer, conveyance,

assignment and confirmation, and take such other action, as Buyer may reasonably

request to more effectively transfer, convey and assign to Buyer, and to confirm

Buyer's title to, the Assets, to put Buyer in actual possession and operating

control thereof, to assist Buyer in exercising all rights with respect thereto

and to carry out the purpose and intent of this Agreement.

1.5 Non-Assumption of Liabilities. Buyer shall not assume and shall under

no circumstances be responsible for any liabilities or obligations of Seller

(whether personal or corporate) including, without limitation, any liabilities

or obligations arising out of the Assets and/or operation of the Business,

regardless of amount, character or description, or whether accrued, contingent

or otherwise.

1.6 Excluded Assets. Excluded Assets means (i) the aircraft set forth on

Schedule 1.6 (collectively the "Aircraft"); (ii) that certain 2002 Chevrolet

Tahoe bearing Kansas vehicle registration 1GNEK13Z8ZR180592, and that certain

2001 Chevrolet Silverado bearing Kansas vehicle registration 1GCEK19T11E185943

(collectively the "Retained Vehicles"); (iii) any Non-assignable assets

described in Section 1.3; (iv) any assets of Seller not used in connection with

the Business as more fully set forth on Schedule 1.6 ("Unrelated Assets"); and

(v) any real property owned by Seller or any or real property leases leased by

Seller and not set forth on Schedule 1.1(b).

ARTICLE 2

PURCHASE PRICE; ALLOCATION OF PURCHASE PRICE

2.1 Purchase Price. The total purchase price for the Assets shall be Six

Hundred Seventy Five Thousand Dollars ($675,000) ("Purchase Price").

2.2 Payment of Purchase Price. The Purchase Price shall be paid by Buyer

to Seller as follows:

(a) Cash at Closing. Four Hundred Thirty Five Thousand Dollars

($435,000), by wire transfer at Closing.

(b) Promissory Note. Two Hundred Forty Thousand Dollars ($240,000)

shall be paid by Buyer to Seller under a promissory note having a term of

eighteen (18) months and bearing an interest of five percent (5%) per annum in

the form attached hereto as Exhibit B ("Promissory Note"). The Promissory Note

shall be payable on a quarterly basis to Seller.

2.3 Allocation of Purchase Price. The Purchase Price shall be allocated

among the Assets as set forth on Schedule 2.3, which Buyer shall deliver to

Seller at least five business days prior to Closing.

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Exhibit 10.1

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Seller and Crotts. As a material

inducement to Buyer to enter into this Agreement and to consummate the

transactions contemplated hereby, each of Seller and Crotts represents and

warrants to Buyer that the statements set forth in this Section 3.1 are correct

and complete as of the date of this Agreement and will be correct and complete

as of the Closing Date (as though made then and as though the Closing Date were

substituted for the date of this Agreement throughout this Section 3.1). Certain

exceptions to such representations and warranties are set forth on Schedule 3.1

("Schedule of Exceptions") attached hereto and incorporated herein, which shall

be arranged in sections corresponding to the subsections of this Section 3.1.

(a) Organization and Qualification. Seller is a corporation duly

organized, validly existing and in good standing under the laws of the State of

Kansas and has full corporate power and corporate authority to own or lease its

properties and to conduct its business in the manner and in the places where

such properties are owned or leased or as such business is currently conducted.

The copies of Seller's Articles of Incorporation, as amended to date

(hereinafter referred to as its "Articles"), certified by the Secretary of State

of the State of Kansas, and of Seller's Bylaws, as amended to date (hereinafter

referred to as its "Bylaws"), certified by Seller's Secretary, are complete and

correct and no amendments thereto have been filed or are pending. Seller is and

has been at all times in compliance with its Articles and Bylaws. Seller is duly

qualified or licensed to conduct business as a foreign corporation in, and is in

good standing in, each jurisdiction in which the nature of the business as

conducted by Seller or the character and nature of any of the Assets makes such

qualification necessary.

(b) Authority. Seller has full right, power and authority to enter

into this Agreement and each agreement, document and instrument to be executed

and delivered by Seller pursuant to this Agreement (the "Related Agreements")

and to carry out the transactions contemplated hereby and thereby (the

"Transactions"). The execution, delivery and performance of this Agreement and

the Related Agreements by Seller has been duly and validly authorized and

approved by all necessary action on the part of Seller, and no other action on

the part of Seller is required in connection therewith. This Agreement and each

Related Agreement constitutes, or when executed and delivered will constitute,

the legal, valid and binding obligation of Seller, each enforceable in

accordance with its respective terms. The execution, delivery and performance by

Seller of this Agreement and each Related Agreement:

(i) does not and will not violate any foreign, federal, state,

local or other laws, regulations or ordinances applicable to Seller;

(ii) does not or will not violate any term or provision of the

Articles or Bylaws of Seller; or

(iii) except as set forth on Schedule 3.1(b)(iii) does not and

will not result in a breach of, constitute or result in a default under,

accelerate any obligation under or give rise to a right of termination of, any

indenture, loan or credit agreement, or any other agreement, contract,

instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment,

injunction, decree, determination or arbitration award to which Seller is a

party or by which Seller or any property of Seller is bound or affected, or

result in the creation or imposition of any mortgage, pledge, lien, security

interest or other charge or encumbrance on any of the Assets. Except as set

forth on Schedule 3.1(b)(iii), no consent or waiver by, approval of, or

designation, declaration or filing with, any Person is required in connection

with the execution, delivery and performance by Seller of this Agreement and

each Related Agreement. "Person" shall mean an individual, a partnership, a

corporation, an association, a joint stock company, a trust, a joint venture, an

unincorporated organization, a governmental authority or entity or any

department, agency or political subdivision thereof.

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Exhibit 10.1

(c) Financial Statements. The audited, or unaudited if audited

unavailable, balance sheets and statements of income of Seller for the fiscal

years ended December 31, 2004, December 31, 2003 and December 31, 2002 have been

previously provided to Buyer (such financial statements being referred to

collectively herein as the "Financial Statements"). All of the Financial

Statements (including the notes thereto) have been prepared in accordance with

generally accepted accounting principles applied consistently during the periods

covered thereby, are complete and correct, present fairly the financial

condition of Seller and the results of its operations as of the dates of such

statements and for the periods covered thereby, and are consistent with the

books and records of Seller.

(d) Title to Assets; Liens; Condition of Assets. Except as set forth

on Schedule 3.1(d), Seller has good and marketable title to the Assets that are

owned and a valid and assignable leasehold interest in the Assets that are

leased. The Assets are free and clear of all mortgages, liens, security

interests, pledges, charges and other encumbrances of every nature whatsoever,

except for liens for current taxes not yet due and payable or being contested in

good faith by appropriate proceedings, and such imperfections of title,

easements and encumbrances as do not materially detract from the value of the

properties subject thereto or affected thereby or otherwise do not materially

interfere with their present or future use in a manner consistent with present

practices of the Business. The Assets constitute all of the material assets used

to conduct the Business. All of the leasehold improvements included in the

Assets are in good repair, have been well maintained, conform with all

applicable ordinances, regulations and zoning, environmental and other laws,

regulations and ordinances and do not encroach on property of others. All

machinery and equipment is in good working order subject to ordinary wear and

tear.

(e) Taxes

(i) Definitions. As used herein, "IRC" means the Internal

Revenue Code of 1986, as amended and interpreted by treasury regulations; "Tax

Return" means any return, declaration, report, claim for refund, or information

return or statement relating to Taxes, including any schedule or attachment

thereto, and including any amendment thereof, and "Taxes means any federal,

state, local, or foreign income, gross receipts, license, payroll, employment,

excise, severance, stamp, occupation, premium, windfall profits, environmental,

customs duties, capital stock, franchise, profits, withholding, social security

(or similar), unemployment, disability, real property, personal property, sales,

use, transfer, registration, value added, alternative or add-on minimum,

estimated, or other tax of any kind whatsoever, including any interest, penalty,

or addition thereto, whether disputed or not.

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Exhibit 10.1

(ii) Returns and Payments. Seller has filed all Tax Returns

that it was required to file. All such Tax Returns are correct and complete in

all respects. All Taxes owed by Seller (whether or not shown on any Tax Return)

have been paid. Seller currently is not the beneficiary of any extension of time

within which to file any Tax Return, or to the extent due, reserved for on the

Financial Statements. No claim has ever been made by an authority in a

jurisdiction where Seller does not file Tax Returns that it is or may be subject

to taxation by that jurisdiction. There are no liens, encumbrances, or charges

against any of the assets of Seller that arose in connection with any failure

(or alleged failure) to pay any Tax.

(iii) Withholding Taxes. Seller has withheld and paid all

Taxes required to have been withheld and paid in connection with amounts paid or

owing to any employee, independent contractor, creditor, shareholder, or other

third party.

(iv) Tax Liabilities. Neither Seller's nor any of Seller's

officers, directors, or employees responsible for Tax matters has knowledge of

any facts that would lead them to expect any authority to assess any additional

Taxes for any period for which Tax Returns have been filed. There is no dispute

or claim concerning any Tax liability of Seller either claimed or raised by any

authority in writing or as to which any of Seller or any of Seller's, officers,

directors, or employees responsible for Tax matters has knowledge based upon

personal contact with any agent of such authority. Schedule 3.1(e) lists all Tax

Returns filed for taxable periods ended on or after December 31, 2001, indicates

those Tax Returns that have been audited and indicates those Tax Returns that

currently are the subject of an audit. Seller has disclosed on its federal

income Tax Returns all positions taken therein that could give rise to a

substantial understatement of federal income Tax within the meaning of IRC

Section 6662.

(v) Statute of Limitations. Seller has not waived any statute

of limitations in respect of Taxes or agreed to any extension of time with

respect to a Tax assessment or deficiency.

(f) Absence of Undisclosed Liabilities. Except as set forth on

Schedule 3.1(f), Seller had and has no indebtedness, liabilities or obligations

of any nature or kind, whether accrued, absolute, contingent or otherwise

asserted or unasserted, known or unknown and whether due or to become due

(including, without limitation, potential liabilities relating to products or

services provided by Seller or the conduct of the Business prior to the

Effective Date, regardless of whether claims in respect thereof had been

asserted as of such date).

(g) Inventory. Except to the extent of reserves set forth in the

Financial Statements, all Inventory is of a quality and quantity saleable in the

ordinary course of the Business at prevailing market prices and is adequate in

amount, consistent with past practices of the Business, to continue operations

without creating backlogs, in excess of customary levels for the Business.

(h) Absence of Certain Changes. Since the December 31, 2003, there

has not been:

(i) any operation of the Business out of the ordinary course

of business or any change in the financial condition, properties, assets,

liabilities, business, prospects or operations of the Business that, by itself

or in conjunction with all other such changes, has or is likely to have a

materially adverse effect on the Business;

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Exhibit 10.1

(ii) any purchase, sale, license or other disposition, or any

agreement or other arrangement for the purchase, sale, license or other

disposition, of any part of Seller's properties or assets (including any

patents, trademarks and copyrights) included in the Assets, other than purchases

for and sales from inventory in the ordinary course of business;

(iii) any damage, destruction or loss, whether or not covered

by insurance, adversely affecting Seller's properties or assets included in the

Assets or the Business in excess of $5,000 per single occurrence;

(iv) any change with respect to Seller's officers, management

or supervisory personnel employed in the Business, other than changes in

supervisory personnel occurring in the ordinary course of business;

(v) any payment or discharge of a lien or liability of Seller

that is not shown on the Financial Statements incurred in the ordinary course of

business thereafter;

(vi) any obligation or liability incurred by Seller to any

bank, officer, director, employee, other than in the ordinary course of

business, or any loans or advances made by Seller to any officer, director,

employee, except for normal compensation and expense allowances payable to

officers or employees;

(vii) any change in the accounting methods or practices

followed by Seller or any change in depreciation or amortization policies or

rates theretofore adopted;

(viii) any change in the manner in which Inventory of Seller

used in the Business is marketed or any increase in Inventory levels in excess

of historical levels for comparable periods;

(ix) any delay or postponement of payment of any accounts

payable or other liabilities relating to the Business outside the ordinary

course of business;

(x) any declaration, setting aside or payment of any dividend

or distribution with respect to its capital stock, or redemption, purchase or

other acquisition of its capital stock;

(xi) any change in the employment terms or employment-related

benefits for any independent sales representative or employee employed in the

Business outside the ordinary course of business; or

(xii) any agreement or understanding, whether in writing or

otherwise, for Seller to take any of the actions specified in subsections (i)

through (xi) above.

(i) Trade Secrets and Customer Lists. Seller owns or has the right

to use, free and clear of any claims or rights of others, all trade secrets,

inventions, developments, customer lists, manufacturing and secret processes,

hardware designs, programming processes, software and other information, and

know-how (if any) required for the Business, including products licensed from

others. There are no payments that are required to be made by Seller for the use

of such trade secrets, inventions, developments, customer lists, copyrighted

materials, manufacturing and secret processes and know-how. Seller is not using

or in any way making any unlawful or wrongful use of any confidential

information, copyrighted materials, know-how or trade secrets of any third

party, including, without limitation, any former employer of any present or past

employee, of Seller or of any of Seller's predecessors. To Seller's knowledge no

employee is or was a party to any non-competition or confidentiality agreement

with any party other than Seller or Buyer.

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Exhibit 10.1

(j) Contracts. All of the Contracts are in full force and effect and

are freely assignable in accordance with the terms of this Agreement.

(i) Copies of all Contracts, have been provided to Buyer or

their counsel prior to the execution of this Agreement and are true, correct and

complete, and have not been subject to any amendment, extension or other

modification as of the date hereof.

(ii) Each Contract is in full force and effect without any

default thereunder by Seller or, to the knowledge of Seller, by any other party

thereto (a "default" being defined for purposes hereof as an actual default or

any set of facts that would, upon receipt of notice or passage of time,

constitute a default).

(iii) All Contracts with respect to the real estate premises

on which the Business has been conducted as of the Effective Date shall each

have a minimum remaining term of at least twenty five (25) years, pending

approval of the applicable municipality and/or airport authority.

(iv) There are no employment contracts with any employees of

the Seller and all Seller employees are at-will employees.

(k) Litigation. There are no suits, actions or administrative,

arbitration or other proceedings or governmental investigations pending or, to

the knowledge of Seller, threatened against or relating to Seller, the Assets or

the Business. Seller is not otherwise engaged as a party in any suit, action or

administrative, arbitration or other proceeding. Seller has not entered into or

been subject to any consent decree, compliance order, or administrative order

with respect to any property owned, operated, leased, or used by Seller. Seller

has not received any request for information, notice, demand letter,

administrative inquiry, or formal or informal complaint or claim with respect to

any property owned, operated, leased or used by Seller or any facilities or

operations thereon. Seller has not been named by the U.S. Environmental

Protection Agency or a state or local environmental agency as a potentially

responsible party (or similar designation under applicable state law) in

connection with any site at which hazardous substances, hazardous materials,

toxic substances, oil, or petroleum products have been released or are

threatened to be released. There are no existing or, to the knowledge of Seller,

threatened product liability, warranty or other similar claims, or any facts

upon which a claim of such nature could be based, against Seller or the Business

for services or products that are defective or fail to meet any service or

product warranties. Seller