AIRCRAFT PURCHASE AGREEMENT

Exhibit 10.28

AIRCRAFT PURCHASE AGREEMENT (Legacy)

     This AIRCRAFT PURCHASE AGREEMENT (the “Agreement”), is made and entered into as of the 30 ^th day of December, 2005 (the “Effective Date”), by and between John Wing Aviation, LLC, a Delaware limited liability company, with principal offices at 1001 General Thomas Kelly Boulevard, Montgomery County Airport, Building 15-A, Conroe, TX 77303 (“Seller”), and Administaff, Inc., a Delaware corporation with its principal place of business at 19001 Crescent Springs Drive, Kingwood, Texas 77339 (“Buyer”) (collectively, Seller and Buyer may be referred to as the “Parties”).

RECITALS

     WHEREAS, Seller owns the Aircraft described in Section 1 of this Agreement, which Aircraft was acquired by Seller on or about September 22, 2005 (the “Wing Acquisition Date”);

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

     WHEREAS, in connection with the foregoing, it is intended that, on the date hereof, Buyer will enter into an Aviation Services and Lease Agreement (the “Lease Agreement”) with Wing Aviation, LLC and Gulf Coast Charter, Inc., each an affiliate of Seller (together, the “Operator”), to, among other things, provide for crew, maintenance, and chartering of the Aircraft.

     NOW, THEREFORE, the Parties, declaring their intention to be bound by this Agreement, and for the good and valuable consideration set forth below, hereby covenant and agree as follows:

ARTICLE 1. SUBJECT MATTER OF SALE

     Subject to the provisions of this Agreement, Seller agrees to sell and to deliver to Buyer, at such location as Buyer may designate, and Buyer agrees to buy from the Seller:

          (a) all of Seller’s right, title and interest in and to that certain Embraer Legacy model aircraft bearing manufacturer’s serial number 14500884 and currently bearing Federal Aviation Administration (“FAA”) Registration Number N617WA, including two Rolls Royce engines (the “Engines”), bearing serial numbers CAE312711 and CAE312747, and all related equipment, spare parts, accessories, instruments and components (collectively, the “Aircraff”)(all as further described on Exhibit A-1 attached hereto), all of the following being in compliance with all maintenance and inspection requirements (i) of the FAA (including the mandatory portions of all Airworthiness Directives and Mandatory Service Bulletins that have been issued with respect to the Aircraft with compliance dates within thirty (30) days of the Effective Date (by terminating action if available)) and (ii) the Embraer Computerized Maintenance Program and Aviation Maintenance Manual for the Aircraft;

          (b) all documents, flight records, maintenance records, manuals, logbooks, diagrams, drawings and data in Seller’s possession or control as more fully described in Exhibit A-2 (collectively, the “Aircraft Documents”);

          (c) all of Seller’s right, title and interest in and to the following manufacturer’s warranties held by Seller with respect to the Aircraft pursuant to that certain Purchase Agreement, dated September 22, 2005 (the “Embraer Purchase Agreement”), by and between Seller and Embraer-Empresa Brasileira De Aeronautica S.A. (“Embraer”): (i) the Embraer manufacturer’s warranty covering the airframe of the Aircraft; (ii) the Rolls Royce Corporation manufacturer’s warranty covering the Engines; (iii) the Sundstrand, Inc. manufacturer’s warranty covering the auxiliary power unit installed in the Aircraft; and (iv) the Honeywell manufacturer’s warranty covering the avionics installed in the Aircraft (collectively, the “Warranty Rights”); and

          (d) all of Seller’s right, title and interest in and to the Rolls Royce Corporate Care Plan applicable to the Engines (the “Rolls Royce Plan”).

ARTICLE 2. CONSIDERATION

     The total consideration to be paid by Buyer to Seller for the Aircraft, the Aircraft Documents and the Warranty Rights is the sum of $21,802,092.00 (the “Purchase Price”). The Purchase Price shall be payable as follows:

          (i) On the date hereof, Buyer shall pay to Seller, in cash or other immediately available funds, an amount equal to the sum of $19,002,092.00 (the “Cash Payment”); provided, that Seller acknowledges and agrees that Buyer shall make the Cash Payment directly to National City Commercial Capital Corporation (the “Bank”) on behalf of Seller in prepayment of the indebtedness of Seller to the Bank evidenced by that certain Aircraft Mortgage and Security Agreement by and between Seller and the Bank.

          (ii) On the date hereof, Buyer shall assign to Seller all of Buyer’s right, title and interest in and to that certain Israeli Aircraft 1988 Astra Model 1125 aircraft, bearing FAA registration number N199HE, and bearing manufacturer’s serial number 027, including two Garrett TFE-731-3C-200G engines serial numbered P96146C and P96149C, and all related equipment, spare parts, accessories, instruments and components (collectively, the “Astra”)(all as further described on Exhibit B attached hereto). Buyer and Seller agree that the fair market value of the Astra as of the Effective Date is $2,800,000.00.

ARTICLE 3. CLOSING; DELIVERIES.

     3.1 Effective Time . The Parties hereby agree that title to the Aircraft shall transfer from Seller to Buyer, and title to the Astra shall transfer from Buyer to Seller, at 11:30 a.m. central standard time (the “Effective Time”) on the Effective Date.

     3.2 Seller Deliveries. As a condition to the closing of the transactions contemplated hereby, Seller shall, at its own cost, execute, acknowledge and deliver, or shall cause to be delivered, the following:

          (i) Seller shall execute and deliver to Buyer an FAA Aeronautical Center Form 8050-2 Bill of Sale transferring all of Seller’s right, title and interest in and to the Aircraft to Buyer.

          (ii) Seller shall deliver to Buyer an FAA Aircraft Registration Application, ready for execution by Buyer, evidencing the registration of the Aircraft in the name of Buyer.

          (iii) Seller shall deliver evidence to Buyer of the location of the Aircraft on the Effective Date.

          (iv) Seller shall have obtained and delivered to Buyer a duly executed and unconditional release of all liens or security interests, in a form reasonably satisfactory to Buyer, encumbering the Aircraft, including, without limitation, any and all liens or security interests held by the Bank.

          (v) Seller shall cause the Operator to execute and deliver the Lease Agreement to Buyer.

          (vi) Seller shall execute and deliver to Buyer a Texas sales tax exemption certificate with respect to the Aircraft.

          (vii) Upon Buyer’s delivery of the Astra, Seller will execute and deliver to Buyer an Aircraft Delivery Receipt in the form attached hereto as Exhibit C.

     3.3 Buyer Deliveries. As a condition to the closing of the transactions contemplated hereby, Buyer shall, at its own cost, execute, acknowledge and deliver, or shall cause to be delivered, the following:

          (i) Buyer shall deliver the Cash Payment, in cash or other immediately available funds, to the Bank on behalf of Seller.

          (ii) Buyer shall execute and deliver to Seller an FAA Aeronautical Center Form 8050-2 Bill of Sale transferring all of Buyer’s right, title and interest in and to the Astra to Seller.

          (iii) Buyer shall deliver to Seller an FAA Aircraft Registration Application, ready for execution by Seller, evidencing the registration of the Astra in the name of Seller.

          (iv) Buyer shall execute and deliver the Lease Agreement to the Operator.

          (v) Buyer shall execute and deliver to Seller a Texas sales and use tax resale exemption certificate with respect to the Astra.

          (vi) The parties acknowledge that the Aircraft is currently under charter by Seller to a third party and that Seller will not deliver possession of the Aircraft to Buyer until January 20, 2006. Upon Seller’s delivery of the Aircraft, Buyer will execute and deliver to Seller an Aircraft Delivery Receipt in the form attached hereto as Exhibit D.

     3.4 Location. The closing of the transactions contemplated hereunder shall be conditioned upon each of the Aircraft and the Astra being located within the State of Texas on the Effective Date at the Effective Time.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF SELLER

     4.1 Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer, as of the Effective Date, as follows:

     (a) Seller is the owner of the Aircraft, the Aircraft Documents and the Warranty Rights, and has good and sufficient legal and beneficial title to the Aircraft, the Aircraft Documents and the Warranty Rights, and is authorized to convey title to the Aircraft, the Aircraft Documents and the Warranty Rights, and that Seller’s execution and delivery of this Agreement and the other documents and instruments contemplated hereby (collectively, the “Transaction Documents”) shall convey to Buyer good and marketable title to the Aircraft, the Aircraft Documents and the Warranty Rights, free of any and all liens and encumbrances.

     (b) Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware, possessing perpetual existence, having the capacity to sue and be sued in its own name, has full power, legal right and authority in all respects to carry on its business as Currently conducted, and to execute, deliver and perform and observe the provisions of the Transaction Documents.

     (c) The execution, delivery, and performance by Seller of the Transaction Documents has been duly authorized by all necessary action of Seller. The Transaction Documents constitute the legal, valid, and binding obligation of Seller enforceable against Seller in accordance with their terms.

     (d) Neither the execution and delivery of the Transaction Documents by Seller, nor the consummation of the transactions contemplated hereby or thereby (a) conflicts with or results in a breach of, or constitutes a default (or gives rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of the (i) articles of incorporation or bylaws of the Seller, (ii) any indenture, mortgage, lease, deed of trust, pledge, loan or credit agreement, employee benefit plan, collective bargaining agreement, or other similar contract to which the Seller, the Aircraft, the Aircraft Documents or the Warranty Rights are subject, or (iii)