ASSET SALE AGREEMENT

ASSET SALE AGREEMENT

THIS AGREEMENT, made this 6th day of April, 2005, by and between:

STATELINE FORD, INC., a New Jersey Corporation, c/o Joseph S. Aboyoun,

Esq., Aboyoun & Heller, L.L.C., 695 Route 46 West, Suite 401,

Fairfield, New Jersey 07004 (hereinafter referred to as "SELLER");

And

ELITE FLIGHT SOLUTIONS, INC. C/O Harris Siskind, Esq., Kirkpatrick &

Lockhart Nicholson Graham LLP, 201 South Biscayne Blvd. Suite 2000,

Miami, Florida 33131 hereinafter referred to as "BUYER").

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W I T N E S S E T H :

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WHEREAS, SELLER is the owner and operator of a certain motor vehicle

dealership establishment which conducts business at 630 and 640 Memorial Parkway

(Route 22), Phillipsburg (Warren County), New Jersey, and is duly franchised for

the sale of FORD and HYUNDAI automobiles, trucks and used vehicles, parts and

accessories, and the rendering of factory authorized service of FORD and HYUNDAI

motor vehicles and is licensed by the State of New Jersey to conduct a motor

vehicle dealership business at said premises aforementioned; and

WHEREAS, SELLER is desirous of selling and conveying its FORD and

HYUNDAI business, and all of the personal property used in connection therewith,

together with its FORD and HYUNDAI franchise rights as aforesaid; and

WHEREAS, BUYER is desirous of acquiring said assets; and

WHEREAS, the parties have reached an understanding with respect to the

terms and considerations of the foregoing and are desirous of memorializing the

same herein;

NOW, THEREFORE, in consideration of the terms, covenants and conditions

hereinafter set forth, the parties hereto agree as follows:

1. SUBJECT MATTER. SELLER agrees to sell and transfer to BUYER, and

BUYER agrees to purchase and acquire from SELLER, the following:

(a) New FORD and HYUNDAI Motor Vehicle Sales and Service

operation, presently located at 630 and 640 Memorial Parkway (Route 22)

Phillipsburg, New Jersey (the "Premises"), including all furniture, fixtures,

tools, special tools, machinery, lifts, compressors, signs, supplies, and all

other equipment utilized in the operation of the subject business and sundry

items, brochures and materials; franchise rights; used car operation; new motor

vehicle inventories as herein provided; parts and accessories as herein

provided; customer lists and records (sales, parts and service); sales parts and

service manuals; computers and related equipment (including all hardware and

software rights, if any); display cases and cabinets; lease rights and

leaseholds; goodwill, the trade name "STATELINE FORD", SELLER's website and

domain name, and all rights to use SELLER's existing business telephone numbers

(hereinafter referred to, in the aggregate, as "Assets") (all in "as is" and

"where is" condition), free and clear at closing of debts, mortgages, security

interests, and other liens, taxes or other encumbrances.

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(b) Upon reasonable written notice to SELLER by BUYER and

within ten (10) days of the date this document is executed, BUYER and SELLER

agree to prepare a list of the Assets to be transferred hereunder ("Asset

List"), attached hereto and made a part hereof as EXHIBIT "A".

2. AGGREGATE PURCHASE PRICE; PAYMENT.

(a) The purchase price for all of the aforementioned

(exclusive of parts and motor vehicle inventories) is the sum of EIGHT HUNDRED

THOUSAND DOLLARS ($800,000.00) (the "Purchase Price").

(b) The aggregate Purchase Price (subject to adjustment at

closing and subject to the Purchase Price Adjustment, as defined in Section 3

below) shall be paid and satisfied as follows:

i) The sum of SEVENTY THOUSAND DOLLARS ($70,000.00)

paid by BUYER concurrently herewith, receipt of which is hereby acknowledged and

held in escrow by the law firm of Aboyoun & Heller, L.L.C. as agent for SELLER

("ESCROWEE"), until closing of title, or returned to BUYER in the event the

contingencies hereinafter provided are not satisfied without fault, neglect, or

omission(s) of BUYER, or this Agreement is terminated in accordance with its

terms.

ii) The balance sum in certified or cashiers funds,

attorney trust check or wire funds at closing.

(c) The deposit monies shall be held in an interest bearing

account and the interest thereon shall accrue and be paid to the party

ultimately entitled to the deposit - i.e., to the SELLER in the event closing

occurs, or to BUYER in the event this Agreement is terminated in accordance with

its terms.

(d) The foregoing aggregate Purchase Price shall be allocated

in the manner set forth in EXHIBIT "B", a true copy of which is attached hereto

and made a part hereof. The parties warrant and represent that said allocations

were a prime subject matter of their negotiations and that they believe that

these allocations truly reflect the economic value of the respective interests,

rights and restrictions provided herein. The parties further warrant and

represent that they shall not at any time, directly or indirectly, expressly or

implied, take any action, with the taxing authorities or otherwise, inconsistent

with the allocations outlined herein, and for which they have expressly

bargained.

3. PURCHASE OF PARTS AND ACCESSORIES AND MISCELLANEOUS INVENTORIES. In

addition to the aggregate purchase price provided in for in Section 2 above,

SELLER shall transfer and BUYER shall receive, at closing, SELLER's entire

inventory of returnable FORD and HYUNDAI motor vehicle parts and accessories and

outside vendor parts and accessories, oil, gas and grease inventories. It is

understood that the foregoing shall be inventoried immediately prior to closing

by an inventory service satisfactory to both parties, the expense thereof to be

borne equally by SELLER and BUYER. The FORD and HYUNDAI parts and accessories

inventories shall be priced at FORD MOTOR COMPANY, Ford Motor Division ("FMD")

and HYUNDAI MOTOR AMERICA, INC. ("HMA") respective stock order net invoice

prices. The outside vendor inventories shall be priced at the SELLER'S cost. The

risk of loss to said inventory between the date hereof and the date of closing

is expressly borne by SELLER.

The term "returnable", as used in this paragraph,

shall be either such items of inventory as are eligible for return for full

value to FMD or HMA (as the case may be) in the course of a regular return (in

the ordinary course of business) or a return in connection with the termination

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of a Dealer Sales and Service Agreement under such document or in accordance

with New Jersey law, or such items of inventory as listed in the FMD or HMA

catalogs then in effect on the closing date. A "non-returnable" part or

accessory is any such item that does not fall within the scope of the preceding

sentence.

BUYER shall pay for the inventory in certified, bank,

attorney trust account, or cashiers' checks or wired funds at the closing. In

addition, SELLER shall assign to BUYER, at closing, its termination rights to

return parts and accessories to FMD and HMA, if any, under its respective Dealer

Sales and Service Agreements and applicable law.

4. PURCHASE OF VEHICLES: It is understood that BUYER agrees to purchase

from SELLER at closing:

(a) Its then inventory of all new, never used, never

registered 2004, 2005 and 2006 (if applicable) model year FORD and HYUNDAI motor

vehicles at factory net invoice price to SELLER, less as applicable, (i) all

factory hold backs, (ii) leftover/carryover allowances, (iii) finance assistance

credits or payments; (iv) advertising credits or payments; (v) preparation

allowances; and (vi) the net cost to effectuate unrepaired damage thereto, if

any, free and clear of liens and encumbrances. The term "never used" as used in

this paragraph shall mean a vehicle with less than five hundred (500) miles

thereon and not titled in any consumer's name. Notwithstanding anything herein

contained to the contrary, the adjustments contained in clauses (iii), (iv) and

(v) shall not be required in the case of dealer swaps in instances where the

SELLER has not obtained the benefit of said adjustments.

(b) SELLER's inventory of 2004, 2005 and 2006 (if applicable)

FORD and HYUNDAI demonstrator units at the price formula provided in subsection

(a), less the sum of fifteen cents(15(cent)) per mile for each mile of usage

(reflected on each unit as of the date of closing) in excess of five hundred

(500) miles (per unit).

In the event there is any damage to any motor vehicles, the cost of

such repairs are to be calculated at SELLER'S existing internal cost rates for

parts and labor. Nothing herein contained shall prohibit SELLER from selling and

delivering new or demonstrator vehicles prior to closing.

(c) In addition to the foregoing, BUYER shall purchase from

SELLER, at a purchase price computed in accordance with the formula established

in sub-paragraph (a) above, any and all FORD and HYUNDAI vehicles consigned and

invoiced to SELLER by the aforesaid vehicle manufacturer and/or distributor and

not received by SELLER prior to closing. SELLER shall forthwith, on demand of

BUYER and simultaneously with the payment required by SELLER's floor plan

institution therefore, execute assignments of the statements of origin for such

vehicles so purchased.

It is understood and agreed that the purchase price paid by BUYER to

SELLER for motor vehicles pursuant to this section shall be in addition to the

purchase price paid for the Assets of the SELLER as set forth in Section 2

above.

5. TAX CLEARANCE CERTIFICATE.

(a) SELLER agrees to provide BUYER with all information needed

to notify the New Jersey Division of Taxation ("Division"), pursuant to N.J.S.A.

54:32B-22, and any other state governmental agency. Escrows, if any are

expressly required by the Division, shall be held by ESCROWEE, unless the state

governmental agency requires otherwise. SELLER shall be responsible for all

taxes required by the Division as a result of such bulk sale notification.

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(b) SELLER warrants and represents that it has not used any

other corporate or trade names and/or addresses within the last three (3) years,

except "STATELINE FORD, INC.", "FORD WORLD OF PHILLIPSBURG", and "HYUNDAI WORLD

OF PHILLIPSBURG".

6. ACCOUNTS RECEIVABLE OF SELLER. SELLER's accounts receivable shall

remain the property of the SELLER. It is understood and agreed that factory

receivables erroneously credited to SELLER to which BUYER is entitled shall be

the property of BUYER and factory receivables erroneously credited to BUYER to

which SELLER is entitled shall be the property of SELLER. These include without

limitation, holdback and other factory credits to which BUYER is entitled but

may be erroneously assigned to SELLER's dealer number by FMD or HMA. In the

event of any such erroneous credit to BUYER or SELLER, BUYER or SELLER, as the

case may be, shall promptly pay to the other party an amount equivalent to said

erroneous credit(s). This provision shall survive closing of title.

7. REPRESENTATIONS AND WARRANTIES OF SELLER. SELLER represents and

warrants to BUYER.

(a) The SELLER is a corporation organized and existing in good

standing under the laws of the State of New Jersey and is duly authorized to

carry on its aforementioned business (and shall provide a good standing

certificate, or its equivalent, issued by the New Jersey Secretary of State to

BUYER at closing); that all necessary corporate action to authorize the

execution of this Agreement and to consummate the transactions contemplated

herein has been taken, and that this Agreement constitutes the valid and binding

obligation of SELLER enforceable in accordance with its terms;

(b) That SELLER shall, at closing, have good and marketable

title to all of the Assets to be sold, transferred and assigned to BUYER

pursuant to this Agreement, free and clear of all liens and encumbrances, except

vehicle floor planning to be satisfied at closing and such other items as may be

referenced in Section 20 below;

(c) That there are no legal, quasi-judicial or administrative

actions, suits or proceedings of any kind or nature now pending to the best of

SELLERS's knowledge or other claims which would prevent SELLER from consummating

the transactions contemplated hereunder;

(d) That the consummation of the transactions contemplated by

this Agreement and compliance with the provisions hereof will not conflict with

or result in breach or default under any provision of law, order of any court or

other agency of government, the charter or by-laws of SELLER, or any note,

debenture, mortgage, loan agreement or other instrument to which SELLER is a

party or by which it is bound;

(e) That SELLER's FMD Franchise Agreement and HMA Franchise

Agreement are and will remain until closing, in full force and effect and the

SELLER is in full compliance with the terms of either the FMD Franchise

Agreement or HMA Franchise Agreement and there are no breaches or defaults by

either party under either the FMD Franchise Agreement or the HMA Franchise

Agreement;

(f) That all federal, state or local taxes imposed upon SELLER

which are due and payable at closing and for which BUYER would be responsible if

not paid by SELLER have been or will be paid as they mature;

(g) That SELLER is not a party to any employee contracts, or

union/collective bargaining agreements, which will be binding upon the BUYER,

and any such agreements are expressly excluded from this Agreement;

(h) That there are no tenancies at the Premises other than

that of SELLER, which shall terminate concurrently with closing;

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(i) That SELLER has not heretofore received any unabated

written notice of any facility or other franchise deficiency from FMD, HMA or

any written notice requiring it to relocate the dealership operation, cautioning

SELLER not to improve or expand the Premises, or requiring SELLER to improve or

expand or otherwise modify its facility or the location thereof;

(j) That a valid Certificate of Occupancy has been issued for

the Premises. SELLER will, at its sole cost and expense obtain an unconditional

Certificate of Occupancy in favor of BUYER prior to closing authorizing the use

of said Premises as a new and used motor vehicle dealership and all uses

incidental thereto and, in connection therewith, SELLER covenants and agrees to

satisfy any and all requirements and/or conditions imposed by any governmental

entity in order to obtain said Certificate of Occupancy prior to closing,

provided, however, that the cost does not exceed TEN THOUSAND ($10,000.00)

DOLLARS. If the cost exceeds TEN THOUSAND ($10,000.00) DOLLARS, then SELLER

shall notify BUYER, in writing, as to whether or not it shall assume said excess

costs, or refuse to assume said excess costs. If SELLER refuses to assume said

excess costs, then BUYER shall have the right to either (A) terminate this

Agreement, or (B) assume those costs to satisfy the requirements and/or

conditions in excess of TEN THOUSAND ($10,000.00) DOLLARS so that SELLER will

obtain the Certificate of Occupancy. In the event of such termination, all

deposit monies paid hereunder and under the Realty Agreements (as defined in

Section 18 below) shall be returned to BUYER (together with all accrued

interest), and this Agreement and the Realty Agreements shall be deemed null,

void and of no further force or effect. To the best of SELLER's knowledge,

SELLER has neither knowledge nor notice of, any uncured zoning code, building

code, or environmental violations as of the date of this Agreement and warrants

that such warranty will be true and correct at closing or any interim

notification cured prior to the date of closing;

(k) That SELLER will remove all debris from the Premises prior

to closing, including, but not limited to, all used tires, batteries, drums and

abandoned vehicles;

(l) That SELLER has not removed any equipment or accessories

from the new vehicl