MEMBERSHIP INTEREST PURCHASE AGREEMENT



     MEMBERSHIP  INTEREST  PURCHASE  AGREEMENT (the "Agreement ") dated the 24th

day  of  May,  2005  between  Limco-Airepair,   Inc.,  an  Oklahoma  corporation

(hereinafter  referred to as the "Purchaser"),  and Claude L. Buller,  Thomas W.

Ferrell, Paul R. Hilliard and Jim Taylor (collectively referred to as "Members")

and Piedmont  Aviation  Component  Services,  L.L.C.,  a North Carolina  limited

liability company (hereinafter  referred to as "Company",  and collectively with

the Members referred to as "Seller").



                                    RECITALS



         A. Members are the owners of all outstanding ownership units evidencing

their  membership  interest in the Company as have been issued by the Company as

follows:



                                         Units Owned     Percentage

                 Claude L. Buller          9,900             33%

                 Paul R. Hilliard          9,900             33%

                 Thomas W. Ferrell         9,900             33%

                 Jim Taylor                  300             01%

                                           -----             ---

                 TOTAL ISSUED AND

                 OUTSTANDING UNITS        30,000            100%



which units of  membership  interests  are fully paid and non  assessable by the

Company.



         B. The Company  conducts  business as an authorized  and fully licensed

and/or authorized or recommended aviation Repair Station or authority for, among

others,  Honeywell Aerospace,  McCauley and Hartzell Propeller, in the overhaul,

repair,  maintenance,  service and supply of, among other products,  Propellers,

Landing Gear and APU/LRU units, and products made in its machine shop with metal

finishing capability, as well as supplying parts through brokerage some of which

products and activities are limited in scope by the United States  Department of

Transportation,  Federal  Aviation  Administration  Air Agency  Certificate Nos.

QKPR504X (issued August 10, 2004) and QWPR503X (issued  September 21, 2004), all

of which  licenses,  certificates  and authorities are fully and properly issued

and are not now  suspended,  revoked,  or in  default  or  under  suspension  or

revocation  proceedings  or  notifications.  (hereinafter  referred  to  as  the

"Company's Business")



         C. The Purchaser  desires to purchase all units of membership  interest

from the Members free and clear of any and all liens, judgments, orders, decrees

or  encumbrances  of any kind in order to have 100% ownership of the Company and

thus  acquire all of the  Company's  business  free an clear of all liens debts,

obligations  of  whatever  kind  or  character  except  for  those   obligations

specifically  assumed by the  Purchaser  as are  hereinafter  described  in this

Agreement (e.g.,  obligations  identified in the audited financial  statement of

December 31, 2004 and acquired in the normal course of business  since that date

to date of Closing as is specifically described hereinafter).





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MEMBERSHIP INTEREST AGREEMENT

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         D.  Upon  execution  of  this  Agreement  by the  parties  hereto,  the

foregoing  recitals  A, B, and C shall be deemed to be true and  correct  and to

form a material part of the inducement for Purchaser to enter this Agreement.



         NOW,  THEREFORE,   in  consideration  of  the  covenants,   agreements,

representations,  and warranties contained in this Agreement, the parties hereto

hereby agree as follows:



                                   ARTICLE I.

                   PURCHASE AND SALE OF MEMBERSHIP INTERESTS;

                   COMPANY'S BUSINESS; PURCHASE PRICE; CLOSING



         1.1 Purchase and Sale of Membership Interests. Subject to the terms and

conditions  of this  Agreement,  on the  Closing  Date (as  defined  herein) the

Members shall sell, transfer,  convey, assign, and deliver to the Purchaser, and

the Purchaser shall purchase,  acquire,  and accept from the Members, all of the

Member's  right,  title,  and interest in and to the  membership  interest (also

referred  to as  "ownership  units") of the  Company  (and any  evidence of such

ownership  such as  certificates),  the purpose  being to vest in the  Purchaser

title to all of the  ownership  units,  right and interest in the  Company;  the

Purchaser thereby becoming the sole member and owner of the Company, and as such

indirectly  acquiring  all of the assets  owned and  controlled  by the Company,

inclusive  of  any  and  all  intellectual   property,   trade  names,  patents,

copyrights,  proprietary  information,  trade secrets, rolling stock, equipment,

inventory,  goods,  materials of every kind as are used, employed and stored for

the purpose of operating the Company's Business.



         1.2 Excluded Assets. No assets owned by the Company are excluded from

this sale.



         1.3 Assumption of Liabilities or Obligations.  Notwithstanding anything

to the contrary in this Agreement, the Company shall retain and remain obligated

for and the Purchaser, as the sole member and owner of the Company, shall assume

all  liabilities  or  obligations  of the Company  accruing,  accrued and as are

disclosed in the Audited  Financials  dated  December 31, 2004, as well as those

debts and obligations entered into or incurred in the normal course of operating

the business of the Company from and after December 31, 2004 until Closing,  and

as are fully set forth on the monthly Financial  Statements of the Company since

December 31, 2004 (which have been provided to the Purchaser  prior to Closing),

or as are  recorded  in  Company's  normal  business  records,  (e.g.,  accounts

payable,  payroll  ledger and the like  records  has have been  supplied  to the

Purchaser prior to Closing) and/or the Disclosure Schedule 1.3 Assumed Debts and

Obligations,  which is attached and made a part hereof.  No other liabilities of

the Company are assumed and shall be deemed to be  undisclosed  liabilities  and

subject to the indemnity provisions of Article IX of this Agreement in the event

of subsequent claims for payment lodged against the Purchaser.



                  (a) At  Closing,  Purchaser  shall pay and satisfy in full all

financial  obligations of the Company under that Promissory Note executed by the

Company  and  payable to Blue Ridge  Investors,  II Limited  Partnership,  dated

November 18, 2002, in the original amount of $2,000,000.00, as the same may have

been modified or amended from time to time.





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MEMBERSHIP INTEREST AGREEMENT

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                  (b) At  Closing,  Purchaser  shall pay in full and satisfy all

obligations of the Company under that Credit and Security  Agreement executed by

the Company, as Borrower, and Whitehall Business Credit Corporation,  as Lender,

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