ALPINE AIR EXPRESS INC/DE
8-K, EX-10.2, 2000-10-06
NON-OPERATING ESTABLISHMENTS
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                      RELINQUISHED PROPERTY
                   DIRECT DEEDING INSTRUCTIONS


     Alpine Aviation, Inc., A Utah Corporation ("Alpine") and Madison Escrow,
Inc., a Montana Corporation ("MEI") have entered into an Agreement of Exchange
of Real Property and Partial Escrow Instructions ("Exchange Agreement")
involving the exchange of the real property described as the leasehold
interest held by Alpine in certain real property, leasehold improvements, and
buildings situated thereon at Provo Airport and certain personal property
described on Exhibit "A", hereafter called the Alpine FBO Property".

     Upon or shortly after assignment of that certain Agreement for Sale of
Business Assets dated August 14, 2000 between Alpine and Keystone Aviation
LLC, d/b/a Million Air ("Million Air") to Madison Escrow, Inc., and MEI's
acquisition of beneficial title to the Alpine FBO Property, MEI intends to
sell the Alpine FBO Property to Million Air.

     Accordingly, in order to save duplicate recording fees, escrow costs and
other like charges, MEI hereby instructs Alpine, and Alpine hereby agrees to
execute a deed to the Alpine FBO Property in favor of Million Air. In
addition, Alpine agrees to execute any and all Bills of Sale and Assignments
of Leases, transfer any security deposits, trade names and other assets
comprising the Alpine FBO Property which are necessary to close the
transaction described herein directly in favor of Million Air.

     The above transfers are part of an integrated, interdependent, mutual
and reciprocal plan intended to effectuate an exchange by Alpine of like-kind
real properties pursuant to and in accordance with the provisions of the
Internal Revenue Code Section 1031.

     This Exchange Agreement may be executed in counterparts and shall be of
the same force and effect as if one document had been signed by all parties.
The parties agree that this Agreement may be signed and transmitted via
facsimile and that signed documents transmitted via facsimile shall be binding
upon the parties.

QUALIFIED INTERMEDIARY:

Madison Escrow, Inc.
A Montana Corporation

By /s/ Lucie L. Sonderer          Date: 9/21/00
   ---------------------                -------
     Lucie L. Sonderer

Transferor(s):

Alpine Aviation, Inc.
A Utah Corporation

By: /s/ Eugene Mallette           Date: 9/21/00
    -------------------                 -------

Consenting Party(s):

Keystone Aviation LLC,
d/b/a Million Air

By: /s/ William Haberstock        Date: 9/21/00
    ----------------------              -------

    Copyright 2000 American Equity Exchange, Inc.

<PAGE>
                          EXHIBIT "A"
                          ALPINE ASSETS

         See Exhibit A to Exhibit 10 to this Report.



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