EXHIBIT 10.14


                 AMENDMENT TO EXCLUSIVE DISTRIBUTION AGREEMENT
                 ---------------------------------------------


       THIS AMENDMENT TO EXCLUSIVE DISTRIBUTION AGREEMENT between Continental
Capital Corporation (formerly known as PlanCapital U.S.A., Inc. and hereinafter
referred to as the "Corporation" or the "Buyer"), a Colorado Corporation, having
its principal office at 8950 Fulbright Avenue, Chatsworth, California 91311, and
Jacman Aircraft, Inc., a California Corporation, having its principal office at
8950 Fulbright Avenue, Chatsworth, California 91311 (hereinafter referred to as
the "Distributor") is dated as of the 7th day of May, 1996:


       Background
       ----------

       A.  An Exclusive Distribution Agreement (the "Agreement") was entered
into as of January 10, 1995, between the Corporation and the Distributor.

       B.  For valuable consideration, receipt of which is hereby acknowledged,
the parties wish to amend the Agreement so as to make the Agreement non-
exclusive, subject to the terms and conditions as set forth in this Amendment.

       Agreement
       ---------

       The Corporation and Distributor hereby agree to amend the Distribution
Agreement as follows:

       1.   Distributor hereby waives its right to be the exclusive distributor
for the Corporation. All exclusive rights granted by the Distribution Agreement
are hereby deleted and made non-exclusive.

       2.   As long as the Distribution Agreement is in force, Distributor will
retain custody of the Equipment. If any of the Equipment is sold by anyone other
than Distributor, then upon such sale, the broker or other person making the
sale shall pay Distributor a storage and packing fee in the amount of five
percent (5%) of the selling price. Distributor shall pack the Equipment for
shipping, to be picked up by buyer at Distributor's warehouse, and Distributor
shall not be responsible for any other costs of selling or shipping such
Equipment.

       3.   In the event of a conflict between the terms and provisions of the
Agreement and the terms and provisions of this Amendment to Exclusive
Distribution Agreement, it is understood and agreed among the parties that the
terms and conditions of this Amendment to Exclusive Distribution Agreement shall
supersede and prevail.

       IN WITNESS WHEREOF, each of the parties has executed or caused this
Amendment to be executed on its behalf by its duly authorized officers, all as
of the day and year first above

 
written.

CONTINENTAL CAPITAL CORP.              JACMAN AIRCRAFT, INC.


By:_________________________           By:___________________________
   Milton Wilpon, President               Jack Aronowitz, President




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