EXHIBIT 2.4

                   FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
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         This First Amendment (the "Amendment") to that certain Asset Purchase
Agreement, dated as of November 20, 2001 (the "Purchase Agreement"), by and
between EXCALIBUR AEROSPACE, INC., a Oklahoma corporation (the "Purchaser") and
AEROWELD, INC., a Oklahoma corporation (the "Seller"), is made as of December
30, 2001, by and between Purchaser and the Seller. The Seller and the Purchaser
are each a "party" and together are the "parties" to this Amendment.

                                    RECITALS

         WHEREAS, the parties to the Purchase Agreement desire to attach certain
schedules and exhibits to the Purchase Agreement pursuant to this Amendment and
to address other issues raised by the parties;

                                    AGREEMENT

         NOW, THEREFORE, for and in consideration of the mutual benefits to be
derived, the promises and agreements herein contained, other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

1.       AMENDMENT.

         1.1 The Effective Date of the Purchase Agreement is agreed to be
November 20, 2001, and the blanks in the cover page and in the first line of
page 1 of the Purchase Agreement are completed with the number "20", to reflect
that fact and each party is authorized to complete their counterparts of the
Purchase Agreement with the date of November 20, 2001.

         1.2 Section 3.1(a)(i) of the Purchase Agreement is hereby deleted and
the following is substituted in its place: "(i) Cash and promissory note
payments as follows:

                            (A) the sum of FIVE HUNDRED THOUSAND AND NO/100
         DOLLARS ($500,000.00) in readily available funds at Closing;

                            (B) the sum of SEVEN HUNDRED FIFTY THOUSAND AND
         NO/100 DOLLARS ($750,000.00) on or before December 15, 2001; and

                            (C) a promissory note in the original principal
         amount of $1,250,000.00, payable in 72 equal payments, with the first
         payment being due on February 28, 2002 (all in form and substance
         satisfactory to Seller), which shall be secured by the furniture,
         equipment and inventory of Purchaser and Purchaser's Affiliate,
         Excalibur Services, Inc.."



         1.3 Seller acknowledges that Purchaser has paid the amounts referenced
in 3.1(a)(i)(A) and (B).

2.       CONSTRUCTION. Unless otherwise defined in this Amendment, the
capitalized terms used in this Amendment will have the meanings ascribed to them
in the Purchase Agreement. In the event of a conflict between the respective
provisions of the Purchase Agreement and this Amendment, the terms of this
Amendment shall control.

3.       COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Amendment and all of which, when taken together, will be deemed to constitute
one and the same agreement.

4.       EFFECT OF AMENDMENT. Except as specifically amended by this Amendment,
the terms and conditions of the Purchase Agreement shall remain in full force
and effect for all purposes, and the parties hereby ratify, update and confirm
the representations, warrants, covenants, and obligations of the parties under
the Purchase Agreement, as amended pursuant to this Amendment.

         IN WITNESS WHEREOF, each of the Parties hereto has caused this First
Amendment to the Purchase Agreement to be executed on its behalf as of the date
first above written.

                                      EXCALIBUR AEROSPACE, INC., an Oklahoma
                                      corporation


                                      By:
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                                           William S. H. Stuart
                                           Chief Executive Officer

                                      AEROWELD, INC., an Oklahoma corporation


                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------


Tommy Worth has executed this Agreement for the purpose of agreeing to the
provisions of this Amendment and reaffirming his obligations detailed in the
Purchase Agreement.


                                      ------------------------------------------
                                      Tommy Worth