DRAFT - 10/31/02


                                 AIRCRAFT LEASE
                                    (N601NB)

                          DATED AS OF OCTOBER __, 2002,

                                     Between

                           VERDE CAPITAL CORPORATION,
                                    as Lessor

                                       and

                          DRIVETIME CREDIT CORPORATION,
                                    as Lessee









AS SET FORTH IN  SECTION  12 OF THIS  LEASE,  CERTAIN  OF THE  RIGHT,  TITLE AND
INTEREST OF THE LESSOR IN AND TO THIS LEASE HAS BEEN  ASSIGNED TO AND IS SUBJECT
TO A  SECURITY  INTEREST  IN  FAVOR  OF  GENERAL  ELECTRIC  CAPITAL  CORPORATION
("SECURED PARTY") UNDER THE LOAN AND AIRCRAFT SECURITY AGREEMENT DATED AS OF THE
DATE  HEREOF,  BETWEEN  LESSOR  AND  SECURED  PARTY,  AS  AMENDED,  MODIFIED  OR
SUPPLEMENTED FROM TIME TO TIME.

THIS LEASE HAS BEEN  EXECUTED IN SEVERAL  COUNTERPARTS.  TO THE EXTENT,  IF ANY,
THAT THIS  LEASE  CONSTITUTES  CHATTEL  PAPER (AS SUCH  TERM IS  DEFINED  IN THE
UNIFORM  COMMERCIAL  CODE  AS IN  EFFECT  IN ANY  APPLICABLE  JURISDICTION),  NO
SECURITY  INTEREST  IN  THIS  LEASE  MAY BE  CREATED  THROUGH  THE  TRANSFER  OF
POSSESSION  OF  ANY  EXECUTED  COUNTERPART  OTHER  THAN  THE  ORIGINAL  EXECUTED
COUNTERPART,  WHICH SHALL BE  IDENTIFIED  AS THE  COUNTERPART  THAT CONTAINS THE
RECEIPT THEREFORE EXECUTED BY THE SECURED PARTY ON OR IMMEDIATELY  FOLLOWING THE
SIGNATURE PAGE THEREOF.



<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                               Page


<S>         <C>                                                                                                 <C>
SECTION 1.  Lease and Acceptance of Aircraft......................................................................1

SECTION 2.  Conditions to Closing.................................................................................1

SECTION 3.  Term and Rent.........................................................................................1

SECTION 4.  Title; Quiet Possession and Use.......................................................................3

SECTION 5.  Disclaimer and Assignment of Warranties...............................................................4

SECTION 6.  Representations, Warranties and Agreements of Lessee..................................................5

   (a) Due Organization...........................................................................................5
   (b) Due Authorization; No Violation............................................................................5
   (c) Enforceability.............................................................................................5
   (d) Financial Statements.......................................................................................5
   (e) Furnishing of Information..................................................................................5
   (f) Name, Location of Chief Executive Offices and Organizational Identification Number.........................6
   (g) Documents on Board.........................................................................................6
   (h) Litigation.................................................................................................6
   (i) No Adverse Mortgages.......................................................................................6
   (j) Taxes......................................................................................................6
   (k) Possession and Liens.......................................................................................6
   (l) Good Title.................................................................................................7
   (m) Records....................................................................................................7
   (n) Claims.....................................................................................................7
   (o) Addenda, Exhibits and Riders...............................................................................7
   (p) U.S. Citizen...............................................................................................7
   (q) Engines....................................................................................................7
   (r) Incidental Use.............................................................................................7

SECTION 7.  Net Lease.............................................................................................8

SECTION 8. Taxes..................................................................................................8

SECTION 9. Compliance and Use.....................................................................................9

SECTION 10.  Loss or Damage......................................................................................10

   (a) Event of Loss with Respect to the Aircraft................................................................10
   (b) Event of Loss with Respect to an Engine...................................................................11

<PAGE>

   (c) Risk of Loss..............................................................................................12

SECTION 11.  Indemnification.....................................................................................12

SECTION 12.  Assignment and Sublease.............................................................................13

SECTION 13.  Events of Default...................................................................................15

SECTION 14.  Remedies............................................................................................17

SECTION 15.  Notices.............................................................................................19

SECTION 16.  Transaction Expenses................................................................................19

SECTION 17.  Miscellaneous.......................................................................................19

SECTION 18.  Amendments..........................................................................................22

SECTION 19.  Truth in Leasing....................................................................................22

</TABLE>


EXHIBIT A - Definitions

Lease Supplement No. 1
         Schedule No. 1 to Lease Supplement No. 1
         Schedule No. 2 to Lease Supplement No. 1
         Schedule No. 2-A to Lease Supplement No. 1
         Schedule No. 3 to Lease Supplement No. 1

Lease Supplement No. 2

Special Tax Indemnity Rider

Insurance Addendum

Maintenance and Return Addendum




<PAGE>



                                 AIRCRAFT LEASE

     This AIRCRAFT LEASE (together with all  Supplements,  Exhibits,  Riders and
Addenda hereto, the "Lease") is made and entered into as of October ___, 2002 by
and between VERDE CAPITAL CORPORATION, an Arizona corporation ("Lessor"), with a
place of business at 4020 E. Indian School Road, Suite A, Phoenix, AZ 85018, and
DRIVETIME CREDIT  CORPORATION,  an Arizona  corporation  ("Lessee"),  having its
principal place of business and chief executive  office at 4020 E. Indian School
Road,  Phoenix,  AZ 85018.  Certain  capitalized terms as used in this Lease are
defined in Exhibit A hereto, and such definitions are hereby incorporated herein
and made a part hereof as though set forth herein in full.

SECTION 1.Lease and Acceptance of Aircraft.

     Lessor has purchased the Aircraft for the purpose of it being leased to the
Lessee.  Lessor  hereby agrees to lease the Aircraft to Lessee and Lessee hereby
agrees to lease the same from Lessor for the Basic Term  hereof  pursuant to the
terms and  conditions  of this Lease.  The sale of the  Aircraft to Lessor shall
include all of Supplier's right, title and interest in and to the Aircraft.

     The execution by Lessee of Lease  Supplement  No. 1 shall evidence that the
Aircraft is leased  under,  and is subject to all of the terms,  provisions  and
conditions of, this Lease and constitute Lessee's  unconditional and irrevocable
acceptance  of the  Aircraft  for all  purposes of this Lease.  Except as may be
expressly set forth herein,  this Lease is non-cancelable  and non-terminable by
Lessee.

SECTION 2. Conditions to Closing.

     (a)  Conditions  Precedent.  Lessor's  obligation  to lease the Aircraft to
Lessee shall be subject to and conditioned upon all of the following  conditions
being satisfied:

          (i) Secured  Party has  received  the Closing  Documents  set forth on
     Lease Supplement No. 2 hereto.

          (ii) No material  adverse change in the financial  condition of Lessee
     has occurred since the date of the last financial  statements  furnished to
     Lessor as set forth on Schedule No. 2 to Lease Supplement No. 1.

          (iii) Lessee's  acceptance of the Aircraft on or before the Acceptance
     Date.

          (iv) In  addition to the above  listed  conditions  precedent,  Lessee
     covenants and agrees that upon Lessor's  acknowledgment that all conditions
     to the lease as aforestated have been satisfied, Lessee shall authorize the
     release  from  escrow to Lessor of the  documents  held by FAA  Counsel  on
     behalf of Lessee  and shall  authorize  FAA  Counsel to file and record all
     appropriate documentation with the FAA on the Acceptance Date.

     (b)  Conditions  Subsequent.   Lessee  shall  comply  with  the  Conditions
Subsequent set forth in Lease Supplement No. 2 hereto.
<PAGE>

SECTION 3. Term and Rent.

     (a) The leasing of the Aircraft by Lessor to Lessee  shall  commence on the
Acceptance Date and end on the Expiration Date each as set forth on Schedule No.
2 to Lease  Supplement  No.  1,  unless  this  Lease  shall  have  been  earlier
terminated, cancelled or extended.

     (b) Lessee shall pay to Lessor (or Secured Party,  pursuant to Section 3(d)
below) as basic rent (herein referred to as "Basic Rent") the following:

          (i) On the  Acceptance  Date, an amount equal to the Daily Lease Rate,
     multiplied by the number of days elapsed from and including the  Acceptance
     Date with respect to the Aircraft to but  excluding  the Rent  Commencement
     Date.

          (ii) On the  First  Basic  Rent  Date  and on  each  Basic  Rent  Date
     thereafter,  to and  including the Last Basic Rent Date, an amount equal to
     the Basic Rent set forth on Schedule 2-A to Lease Supplement No. 1.

          (iii) After the Expiration  Date until the Aircraft is returned to the
     Lessor in accordance with the terms and conditions of this Lease, an amount
     equal to the Basic Rent.  Such amount  shall be payable  from and after the
     Expiration  Date until the return of the Aircraft to the Lessor as provided
     under this Lease.  Such amount  shall be payable on the same dates and with
     the same frequency as Basic Rent was payable during the Term.

     (c) In addition,  Lessee shall pay to Lessor (or Secured Party, pursuant to
Section 3(d) below) the following  amounts (herein  referred to as "Supplemental
Rent" and, together with all Basic Rent,  collectively as "Rent"): (i) any other
amount payable  hereunder  which Lessee assumes the obligation to pay, or agrees
to pay, under this Lease to Lessor or others;  (ii) on the date provided herein,
any amount  payable  hereunder as Casualty Value and/or any amounts due pursuant
to any Rider or Addendum hereto plus any and all amounts regarding the same; and
(iii)  interest at the lesser of the Late  Payment  Rate or the highest  rate of
interest  permitted by applicable law for the number of days actually elapsed on
any amount  payable  hereunder not paid when due, plus, if not paid when due, as
an administrative and late charge, an amount equal to the Administrative Charge.
The expiration,  cancellation or other termination of Lessee's obligation to pay
Basic Rent  hereunder  shall not terminate,  limit or modify the  obligations of
Lessee with respect to Supplemental  Rent,  which shall survive such expiration,
cancellation or other termination of the Lease.


     (d) Except as  provided  in the next  sentence of this  Section  3(d),  all
payments of Rent or other amounts required  hereunder shall be made to Lessor in
immediately  available United States funds on the date payable  hereunder at the
address  designated  by Lessor  for  payment,  by wire  transfer  to an  account
specified  by Lessor or at such other  address or to such other Person as Lessor
may direct by notice in writing to Lessee. Anything herein or in any other Lease
Document  to the  contrary  notwithstanding,  so  long  as the  Secured  Note is
outstanding  and the Lien of the Loan  Agreement  has not been  discharged,  (i)
Lessor hereby irrevocably  directs,  and the Lessee agrees, that all payments of
Rent payable to the Lessor  hereunder or under any of the other Lease  Documents
shall be paid  directly to the Secured Party at the time and in the funds of the
type  specified in this Section 3(d) by  transferring  such funds to the Secured
Party at its account at Banker's Trust,  One Banker's Trust Plaza,  New York, NY
10006, Account Name: General Electric Capital  Corporation,  Account # 50202962,

<PAGE>

ABA # 021001033  (the "Secured  Party's  Account") or to such other place in the
United  States of  America  as the  Secured  Party  shall  notify  the Lessee in
writing;  provided,  however,  so long as no Loan Event of Default has occurred,
and  Lessee  has first paid to Lessor  that  certain  portion of each Basic Rent
payable  on any Rent  Payment  Date  during  the Basic Term that is equal to the
principal,  interest and other  amounts  then due under the Note (the  aggregate
amount thereof, the "Note Installment"), Lessee shall pay directly to Lessor the
remaining  portion of such Basic Rent payment  ("Lessor's  Retained  Rent"),  in
accordance  with the first  sentence of this Section 3(d), but at all times from
and after the  occurrence  of a Loan Event of Default,  Lessee will pay the full
amount of each Basic Rent  payment  (including  any and all payments of Lessor's
Retained  Rent)  directly  to  Secured  Party;  and (ii)  without  limiting  the
provisions of Sections 7 or 12(b),  any and all Rent and other payments  payable
to Secured Party pursuant to this Section 3(d) shall be made directly to Secured
Party without  Abatement for any reason or under any  circumstances  whatsoever,
whether  attributable to any act or omission of Lessor,  including any breach by
Lessor of any of its  obligations  under or relating  to this Lease,  any of the
transactions  contemplated  herein,  the  occurrence  of any  event  of the type
described  in Sections  13(f),  (o) or (p) of this Lease,  or any  rejection  or
assumption  and  assignment  by Lessor of this  Lease,  or any present or future
claims  against  Lessor or its  successors or assigns  (except that Lessee shall
have the right to bring an  independent  cause of action  against  Verde Capital
Corporation with respect to any such claims). As an accommodation,  and not as a
condition to Lessee's obligation to pay any amount hereunder, Secured Party will
provide Lessee with notice of the amount of the Note Installment  payable on the
next Rent Payment Date, and if Lessee does not receive  Secured  Party's written
notice specifying such amount, Lessee shall pay the entire Basic Rent payment to
Secured Party,  and,  after  applying such amount in the manner  provided in the
Loan Agreement, Secured Party will remit any balance remaining to Lessor (if and
to the extent provided in the Loan Agreement).

     (e) If any Rent is due on a day that is not a Business Day, payment thereof
shall be made on the next  succeeding  Business  Day with the same  effect as if
made on the date on which such payment was due.

SECTION 4. Title; Quiet Possession and Use.

     Title to the  Aircraft  shall at all times  remain in Lessor (or such other
entity as Lessor  shall  designate)  and at no time  during the Term shall title
become vested in Lessee.  Lessee shall acquire no right, title or interest in or
to the Aircraft  except the right to use the  Aircraft  pursuant to the terms of
this Lease.

     Lessor  warrants that during the term of this Lease, so long as no Event of
Default or Default has occurred and is continuing hereunder, Lessee's possession
and use of the Aircraft  shall not be divested or  interfered  with by Lessor or
anyone claiming by, through or under Lessor, except by Secured Party pursuant to
its  rights  hereunder,  or under the Loan  Agreement  or any of the other  Loan
Documents.

     The warranty set forth  hereinabove  is in lieu of all other  warranties of
Lessor,  whether  written,  oral or implied,  with  respect to this Lease or the
Aircraft,  and Lessor  shall not be deemed to have  modified  in any respect the

<PAGE>

obligations of Lessee  pursuant to Section 7 hereof,  which  obligations are and
shall  remain  absolute,  irrevocable  and  unconditional  under all  events and
circumstances whatsoever.

SECTION 5. Disclaimer and Assignment of Warranties.

     LESSEE EXPRESSLY ACKNOWLEDGES THAT IT HAS SELECTED THE AIRCRAFT WITHOUT ANY
ASSISTANCE FROM LESSOR,  SECURED PARTY, THEIR RESPECTIVE AGENTS OR EMPLOYEES AND
LESSEE  EXPRESSLY  AGREES THAT IT IS LEASING THE AIRCRAFT  FROM LESSOR IN AN "AS
IS" CONDITION. LESSEE FURTHER ACKNOWLEDGES THAT NEITHER LESSOR NOR SECURED PARTY
HAS  MANUFACTURED  OR SUPPLIED THE AIRCRAFT AND THAT THE LESSOR ACQUIRED OR WILL
ACQUIRE THE AIRCRAFT  AND/OR THE RIGHT TO POSSESSION  THERETO IN CONNECTION WITH
THIS LEASE.  NEITHER  LESSOR NOR SECURED PARTY SHALL BE DEEMED TO HAVE MADE, AND
LESSOR HEREBY EXPRESSLY  DISCLAIMS,  ANY  REPRESENTATION OR WARRANTY (EXCEPT FOR
THE WARRANTY OF QUIET POSSESSION AND USE), EITHER EXPRESS OR IMPLIED,  AS TO THE
AIRCRAFT,  ANY PART THEREOF,  ANY RECORDS, OR ANY MATTER WHATSOEVER,  INCLUDING,
WITHOUT  LIMITATION,  THE  DESIGN,  CONDITION,  CAPACITY  OR  DURABILITY  OF THE
AIRCRAFT,  ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, USE OR
OPERATION,  THE QUALITY OF THE MATERIALS OR  WORKMANSHIP  OF THE  AIRCRAFT,  ITS
VALUE OR AIRWORTHINESS,  TITLE, SAFETY, THE ABSENCE OF ANY PATENT,  TRADEMARK OR
COPYRIGHT INFRINGEMENT OR LATENT DEFECT (WHETHER OR NOT DISCOVERABLE BY LESSEE),
COMPLIANCE OF THE AIRCRAFT WITH THE REQUIREMENTS OF ANY LAW, RULE, REGULATION OR
STANDARD PERTAINING THERETO, OR THE CONFORMITY OF THE AIRCRAFT TO THE PROVISIONS
AND SPECIFICATIONS OF ANY PURCHASE DOCUMENT RELATING THERETO OR ANY INTERFERENCE
OR ANY COURSE OF  PERFORMANCE,  COURSE OF  DEALING OR USAGE OF TRADE,  NOR SHALL
LESSOR  OR  SECURED  PARTY  BE  LIABLE,  REGARDLESS  OF ANY  ACTUAL  OR  ALLEGED
NEGLIGENCE OF LESSOR OR SECURED PARTY, FOR ANY DEFECTS,  EITHER PATENT OR LATENT
(WHETHER OR NOT DISCOVERABLE BY LESSEE),  IN THE AIRCRAFT OR ANY PART THEREOF OR
ANY DIRECT OR INDIRECT DAMAGE TO PERSONS OR PROPERTY RESULTING  THEREFROM OR FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR STRICT
OR ABSOLUTE LIABILITY IN TORT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
LESSEE HEREBY WAIVES ANY CLAIM  (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE
LIABILITY IN TORT OR INFRINGEMENT) IT MIGHT HAVE AGAINST LESSOR OR SECURED PARTY
FOR  ANY  LOSS,  DAMAGE  OR  EXPENSE  (INCLUDING,  WITHOUT  LIMITATION,  DIRECT,
INDIRECT,  INCIDENTAL,  SPECIAL OR CONSEQUENTIAL DAMAGE, ANY LOSS OF BUSINESS OR
PROFITS OR ANY  INTERRUPTION  OR LOSS OF SERVICE OR USE  THEREOF)  CAUSED BY THE
AIRCRAFT OR BY LESSEE'S LOSS OF USE THEREOF FOR ANY REASON WHATSOEVER.

     If the Aircraft is not  delivered,  does not operate as warranted,  becomes
obsolete, or is unsatisfactory for any reason whatsoever,  Lessee shall make all
claims on account  thereof solely against the  Manufacturer  or Supplier and not
against Lessor or Secured Party, and Lessee shall  nevertheless pay all Rent and
other sums payable hereunder.

     So long and only so long as an Event of Default or Default  hereunder shall
not  have  occurred  and be  continuing,  and so  long  and  only so long as the
Aircraft  shall be  subject  to this  Lease  and  Lessee  shall be  entitled  to
possession of the Aircraft  hereunder,  Lessor  assigns to Lessee and authorizes

<PAGE>

Lessee,  at Lessee's  expense,  to assert for Lessor's  account,  all rights and
powers of Lessor under any manufacturer's,  vendor's or dealer's warranty on the
Aircraft or any part thereof,  (including,  without limitation,  any warranty of
Manufacturer  or  Supplier).  Notwithstanding  the  foregoing,  Lessee shall not
attempt  to  enforce  any  such  performance  in the  name of  Lessor  by  legal
proceeding without Lessor's prior written approval. Lessor reserves the right to
approve all pleadings and legal process bearing its name.

SECTION 6. Representations, Warranties and Agreements of Lessee.

     Lessee represents, warrants and agrees as follows:

     (a)  Due  Organization.  Lessee  has  the  form  of  business  organization
indicated  in the caption of this Lease and is duly  organized  and  existing in
good  standing  under the laws of the state  listed in the caption of this Lease
and is duly qualified to do business wherever  necessary to carry on its present
business and  operations,  including,  without  limitation,  the Primary  Hangar
Location, and to own its property.

     (b) Due Authorization;  No Violation. This Lease and all of the other Lease
Documents  have  been duly  authorized  by all  necessary  action on the part of
Lessee  consistent  with its form of  organization,  do not  require any further
shareholder,  member,  manager or partner approval,  do not require the approval
of, or (with the  exception of the notice  required by Section  91.23 of the FAR
and which notice has been or shall be given concurrently with the terms thereof)
the  giving  notice  to,  any  Federal,  state,  local or  foreign  governmental
authority and do not  contravene any law binding on Lessee,  any  affiliate,  or
member including,  without limitation, the Sarbanes-Oxley Act of 2002 (including
Section 402 of said act) and the  Securities  Exchange  Act of 1934,  as amended
(including Section 13 of said act) or contravene any provision of, or constitute
a default under any certificate or articles of  incorporation or organization or
by-laws  or  partnership  certificate  or  agreement,  or  any  agreement,  Loan
Agreement,  or other instrument to which Lessee is a party or by which it may be
bound.

     (c)  Enforceability.  This Lease and each of the other Lease Documents have
been duly  executed and delivered by  authorized  representatives  of Lessee and
constitute the legal,  valid and binding  obligations  of Lessee  enforceable in
accordance with their respective terms.

     (d)  Financial  Statements.  Upon the  request by Lessor or Secured  Party,
Lessee  agrees to  furnish a copy of the  balance  sheet of Lessee  and  related
statements of income and retained  earnings of Lessee,  all in reasonable detail
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently applied and certified by an independent certified public accounting
firm of  recognized  standing and which is  reasonably  acceptable to Lessor and
Secured Party, each on a comparative basis with corresponding statements for the
prior  fiscal year or  corresponding  period of the prior year,  as specified by
Lessor or Secured Party, all in reasonable detail and certified by the treasurer
or  principal  financial  officer of Lessee.  All  credit,  financial  and other
information  provided  by  Lessee  or at  Lessee's  direction  is,  and all such
information  hereafter  furnished  will be,  true,  correct and  complete in all
material respects.

     (e)  Furnishing  of  Information.  Lessee agrees that it shall furnish from
time to time to Lessor and Secured  Party such  information  relating to Lessee,
its subsidiaries and/or affiliates as such party shall reasonably request.
<PAGE>

     (f)  Name,   Location  of  Chief  Executive   Offices  and   Organizational
Identification  Number.  Lessee warrants that Lessee's exact legal name as shown
on its certificate or articles of  incorporation  or by-laws,  or certificate of
articles of organization, each as amended as of the date of this lease; Lessee's
state-issued  organizational  identification number (if any); and the address of
Lessee's  mailing,  chief executive  offices and principal place of business are
all correct as set forth in  Schedule  No. 2 to Lease  Supplement  No. 1. Lessee
agrees (i) that it shall not change its legal name without prior written  notice
to Lessor and Secured Party and (ii) that it shall give Lessor and Secured Party
thirty (30) days' prior written notice of any relocation of said chief executive
offices or principal  place of business  from its present  location.  Within the
previous six (6) years Lessee has not changed its name,  done business under any
other names,  changed its chief place of business  from its present  location or
merged or been the  surviving  entity of any merger other than the change of its
name from Ugly Duckling Credit  Corporation to DriveTime Credit  Corporation and
the relocation of its chief place of business from 2525 E. Camelback Road, Suite
500, Phoenix, Arizona to 4020 E. Indian School Road, Phoenix, Arizona.

     (g) Documents on Board.  A current and valid  Registration  Application  or
Certificate of Aircraft Registration and Standard Airworthiness Certificate (FAA
Form AC  8100-2)  pertaining  to the  Aircraft  and a copy of this Lease and the
Lease  Supplements,  will be kept on board the  Aircraft at all times during the
Term. In addition, for all operations outside the continental United States, the
Lessee  shall  maintain  either  a  permanent  Certificate  of  Registration  or
"fly-time wire" (FAA Standard Form 14) on board the Aircraft.

     (h) Litigation. There are no proceedings pending or, so far as the officers
of Lessee know,  threatened  against or affecting  Lessee or any of its property
before any court,  administrative  officer or administrative agency which would,
directly or  indirectly,  adversely  affect or impair the title of Lessor to, or
the Lien of Secured Party against, the Aircraft, or which, if decided adversely,
affect the financial  condition or operations of Lessee or the ability of Lessee
to perform its obligations under this Lease.

     (i) No Adverse Mortgages. Neither Lessor's right, title and interest in and
to the  Aircraft  and the  Rent,  nor  Secured  Party's  Lien  thereon,  will be
adversely  affected or impaired by the terms of any mortgage,  loan agreement or
Loan Agreement or any other contract, agreement or instrument to which Lessee is
a party,  or under which it or any of its  property is or may become  bound.  In
addition, no mortgage, deed of trust, or other Lien which now covers or affects,
or which may  hereafter  cover or affect,  any  property or interest  therein of
Lessee,  now attaches or hereafter will attach to the Aircraft,  the Airframe or
any Engine,  or in any manner  affects or will  affect  adversely  Lessor's  and
Secured Party's respective rights, title and interests therein.

     (j) Taxes. Lessee has filed or caused to be filed and will continue to file
all Federal, state and local tax returns which are required to be filed, and has
paid or caused to be paid and will continue to pay all taxes shown to be due and
payable on such returns or (except to the extent  being  contested in good faith
and for the  payment  of which  adequate  reserves  have been  provided)  on any
assessment  received by Lessee, to the extent that such taxes have heretofore or
in the future become due and payable.

     (k) Possession and Liens. Lessee will not sell, convey, transfer, exchange,
lease or otherwise relinquish  possession or dispose of the Aircraft,  Engine or

<PAGE>

Part (except for delivery of possession of the Aircraft or any Engine or Part to
another Person for testing,  service, repair,  maintenance,  overhaul or, to the
extent permitted hereby, alteration or modification),  or attempt or offer to do
any of the  foregoing.  Lessee will not directly or  indirectly,  voluntarily or
involuntarily,  create,  incur,  assume  or suffer to exist any Liens on or with
respect to the Aircraft or any Part,  Lessor's  title thereto or any interest of
Lessor therein (and Lessee will promptly,  at its own expense,  take such action
as Lessor deems necessary or advisable to duly discharge any such Lien),  except
Permitted  Liens.  In the event that Lessee fails to take action to discharge or
remove any such Lien,  Lessor or Secured  Party may take such action as it deems
necessary  or  appropriate  to  discharge  or remove  such  Lien.  Lessee  shall
reimburse  Lessor or Secured Party,  as the case may be, on demand for any costs
incurred by such party in connection  with such action together with interest at
the Late Payment  Rate.  Lessor's and Secured  Party's  rights  hereunder are in
addition to, and not in derogation  of, any other rights which Lessor or Secured
Party may have hereunder, at law or in equity.

     (l)  Good  Title.  Lessor  will  be the  owner  of the  Aircraft  as of the
Acceptance  Date and will have good and marketable  title to the Aircraft,  free
and clear of all Liens  other than any Liens  created  in favor of Lessor  under
this Lease, and the Lien of the Secured Party.

     (m) Records.  Lessee has reviewed all Records with respect to the operation
and  maintenance of the Aircraft  prior to the Acceptance  Date and such Records
have been  kept in  accordance  with the  requirements  of the FAR and  industry
standards.  Lessee shall maintain all such Records during the Term in accordance
with  the  requirements  of the FAA,  and any  manufacturer's  instructions  for
continued  airworthiness and inspection and maintenance programs or requirements
as the requirements of this Lease.

     (n) Claims.  Lessee has no pending  claims,  and does not have knowledge of
any facts upon which a future claim may be based,  against any prior owner,  the
Manufacturer  or Supplier of the  Aircraft or of any Engine or part  thereof for
breach of warranty or otherwise.

     (o)  Addenda,  Exhibits  and  Riders.  Lessee  shall  perform  all  of  its
agreements,  undertakings and obligations set forth in the Addenda, Exhibits and
Riders hereto and shall comply with all of the terms and conditions set forth in
such Addenda, Exhibits and Riders.

     (p) U.S.  Citizen.  Lessee is and will  continue  to be a  "citizen  of the
United States" within the meaning set forth in 49 USC Section 40102 (a) (15).

     (q)  Engines.  Each  of the  Engines  has  750  or  greater  rated  takeoff
horsepower or the equivalent of such horsepower.

     (r)  Incidental  Use. The operation of the Aircraft by Lessee is incidental
to a business  purpose of Lessee (other than the business of  transportation  by
air), and although the Aircraft can be used occasionally for personal use by any
person or persons  affiliated  with  Lessee  (subject  to the  insurance,  legal
compliance  and other  provisions  of this Lease),  the  predominant  use of the
Aircraft shall be for business or commercial purposes.
<PAGE>

SECTION 7. Net Lease.

     This Lease is a net lease, and Lessee acknowledges and agrees that Lessee's
obligation  to pay all Rent  hereunder  and the  rights of Lessor in and to such
Rent, shall be absolute,  irrevocable and unconditional and shall not be subject
to  cancellation,  termination,  modification  or  repudiation  by Lessee or any
abatement, reduction, setoff, defense, counterclaim or recoupment (collectively,
"Abatements")  for any reason or under any circumstance  whatsoever,  including,
without  limitation,  Abatements  due to any present or future  claims of Lessee
against  Lessor,  its  successors  and  assigns  whether  under  this  Lease  or
otherwise, Secured Party, the Manufacturer, the Supplier or any other Person for
whatever reason.  Lessee hereby waives any and all existing and future claims to
any Abatement  against such Rent, and agrees to pay all such Rent  regardless of
any Abatement which may be asserted in connection with this Lease,  the Aircraft
or otherwise.  Except as otherwise  expressly provided herein,  this Lease shall
not terminate, nor shall the obligations of Lessee be affected, by reason of any
defect in or damage to, or any loss or destruction  of, the Aircraft or any part
thereof from whatsoever cause, or the invalidity or  unenforceability or lack of
due  authorization of this Lease or lack of right,  power or authority of Lessor
to enter into this Lease, or for any other cause,  whether similar or dissimilar
to the  foregoing,  any  present or future  law or  regulation  to the  contrary
notwithstanding,  it being the express  intention  of Lessor and Lessee that all
Rent payable to Lessor (or as provided herein, to Secured Party) hereunder shall
be, and continue to be, payable in all events unless and until the obligation to
pay the same shall be  terminated  pursuant  to the express  provisions  of this
Lease.  Lessee,  to the maximum extent  permitted by applicable  law, waives all
rights now or hereafter conferred by statute or otherwise to quit,  terminate or
surrender  this  Lease.  All  payments by the Lessee of Rent made  hereunder  as
required hereby shall be final absent  manifest error,  and the Lessee shall not
seek to recover any such payment or any part thereof for any reason  whatsoever,
absent  manifest  error.  If for any  reason  whatsoever  this  Lease  shall  be
terminated by operation of law or otherwise except as expressly provided herein,
then, to the extent not previously paid in connection  with such  termination or
otherwise, the Lessee shall nonetheless pay to Lessor (or as provided herein, to
Secured  Party) an  amount  equal to each  Rent  payment  at the time and in the
manner that such payment  would  become due and payable  hereunder if this Lease
had not been terminated.

SECTION 8. Taxes.

     Lessee agrees to: (i) file directly with all appropriate taxing authorities
all declarations,  returns,  inventories and other documentation with respect to
any sales,  use, or personal property taxes (or any other taxes in the nature of
or imposed in lieu of property  taxes) due or to become due with  respect to the
Aircraft  and shall pay on or before the date when due all such taxes  assessed,
billed or  otherwise  payable  with  respect  to the  Aircraft  directly  to the
appropriate taxing authorities, and (ii) (a) pay when due as requested by Lessor
or Secured Party,  and (b) defend and indemnify Lessor and Secured Party against
liability for all license and/or registration fees, assessments, and sales, use,
property,  excise,  privilege and other taxes (including any related interest or
penalties) or other charges or fees now or hereafter imposed by any governmental
body or agency  upon the  Aircraft  or with  respect to  landing,  airport  use,
manufacturing,  ordering, shipment, purchase, ownership, delivery, installation,
leasing, operation, possession, use, return, or other disposition thereof or the
rentals hereunder,  or with respect to any of the Loan Documents,  or any of the
transactions contemplated therein, other than taxes on or measured solely by the
net income of Lessor (the items referred to in (i) and (ii) above being referred
to herein as  "Impositions").  Any  Impositions  which are not paid when due and
which are paid by Lessor or Secured Party shall, at such party's option,  become

<PAGE>

immediately  due from Lessee to the party making such  payment.  Notwithstanding
the foregoing,  Lessee shall pay,  indemnify Lessor for and hold Lessor harmless
on a net after-tax basis from and against, all Impositions on or measured by the
net income of Lessor imposed  against Lessor by any local or foreign  government
or other  local or foreign  taxing  authority  if and to the extent  that Lessor
would not have  incurred such  Impositions  but for the operation or presence of
the Aircraft within the jurisdiction asserting an Imposition.

     The  liability of Lessee to make  indemnification  payments  and  otherwise
perform  its  obligations  under  this  Section  8  shall,  notwithstanding  any
expiration,  cancellation or other termination (whether voluntary, as the result
of a Default or Event of Default, or otherwise) of this Lease, continue to exist
until such indemnity  payments are  irrevocably  made in full by Lessee and such
payments are received by the  Indemnitee to whom such payments are to made,  and
all such other  obligations are fully performed,  pursuant to this Section 8. If
any Claim is made against Lessee or any Indemnitee,  the party receiving  notice
of such Claim  shall  promptly  notify the other,  but the  failure of the party
receiving  notice  to so  notify  the  other  shall  not  relieve  Lessee of any
obligation hereunder.

SECTION 9. Compliance and Use.

     Lessee agrees to comply with all laws,  regulations and governmental orders
related to this Lease and/or the  Aircraft,  its use or  possession.  The Lessee
acknowledges that this is a commercial  transaction.  The Aircraft shall be used
in furtherance of Lessee's business or other objectives, provided, however, that
the Aircraft  shall be used for the purposes  warranted in Section 6(r),  but in
any event,  predominantly  for business and  commercial  purposes.  The Aircraft
shall  be used  solely  in a  passenger  configuration  that is  supported  by a
properly  completed FAA Form 337. Lessee will not operate or permit the Aircraft
to be operated  at any time or in any  geographic  area when or where  insurance
required  by the  provisions  hereof  shall not be in  effect.  Lessee  will not
operate or permit the Aircraft to be operated in a manner,  for any time period,
such that Lessor or a third party (except,  where expressly permitted hereunder,
an air carrier or air taxi operator  certificated  under Part 121 or Part 135 of
the Federal Aviation  Regulations) shall be deemed to have "operational control"
of the Aircraft.  Lessee shall not operate or permit the Aircraft to be operated
under Part 135 of the Federal  Aviation  Regulations.  Throughout  the Term, the
possession,  use and  maintenance  of the Aircraft shall be at the sole risk and
expense of Lessee and the Aircraft shall be based at the Primary Hangar Location
set forth in Schedule No. 2 to Lease Supplement No. 1. The Aircraft will, at all
times be operated by at least two duly qualified  pilots having (a) the required
FAA type rating for the Aircraft,  (b) the required FAA pilot  certificates  and
ratings,  (c) a valid  FAA  Medical  Certificate,  (d)  satisfied  all  security
requirements  imposed by any governmental  authority having jurisdiction and (e)
met any and all  requirements  established  and  specified  by (i) the FAA,  the
Transportation  Security  Administration  and any other applicable  governmental
authority  and (ii)  the  insurance  policies  required  under  this  Lease.  IN
ADDITION, EXCEPT AS EXPRESSLY PERMITTED BY THE FOLLOWING PARAGRAPH, THE AIRCRAFT
SHALL NOT BE OPERATED, USED OR LOCATED OUTSIDE THE CONTINENTAL UNITED STATES.

     Notwithstanding the foregoing, Lessor agrees that the Aircraft may be flown
temporarily  to any  country  in the world in  connection  with the  conduct  of
Lessee's  business;  provided,  however,  that  in no  event  may  the  Aircraft
temporarily fly, be operated, used or located in, to or over any such country or

<PAGE>

area (1) which is excluded from coverage by any insurance  policy in effect with
respect to such Aircraft or by any insurance policy required by the terms hereof
or any country or area not specifically and fully covered by such insurance; (2)
in a recognized or threatened area of hostility unless fully covered to Lessor's
and Secured Party's satisfaction by hull,  political,  expropriation,  hijacking
and war risk  insurance;  (3) with which the United  States of America  does not
maintain favorable diplomatic relations; or (4) in a manner that causes it to be
deemed to have been  used or  operated  "predominantly"  outside  of the  United
States,  as that  phrase is used in  Section  168(g)(1)(A)  of the Code.  Lessee
further agrees that it shall not operate the Aircraft, or permit the Aircraft to
be operated in any manner unless the insurance coverages set forth herein are in
full force and effect.

     Without  limiting  Lessee's  indemnities  and other  agreements  under this
Lease,  Lessee  hereby:  (i)  expressly  assumes  sole  responsibility  for  the
determination and  implementation of all security measures and systems necessary
or appropriate for the proper  protection of the Aircraft (whether on the ground
or  in  flight)  against  theft,  vandalism,  hijacking,  destruction,  bombing,
terrorism or similar acts  directly or indirectly  affecting  the Aircraft,  any
part  thereof,  or any persons who  (whether or not on board the  Aircraft)  may
sustain  any injury or damage as a result of any such acts,  and (ii)  agrees to
provide to Lessor  promptly  upon request with  evidence of Lessee's  compliance
with its obligations  under this Section 9 (but in no event shall Lessor, in its
capacity as lessor, owner or otherwise,  be deemed to have any duty with respect
to any security measures imposed by this Lease or applicable law, whether or not
complied with by Lessee, as the full and exclusive  assumption of responsibility
by  Lessee  of  such  responsibility  is of the  essence  of this  Lease,  and a
condition to Lessor's participation in the transactions contemplated herein).

     Lessee agrees that it shall be solely responsible for any fines, penalties,
or  forfeitures  arising out of the operation and use of the Aircraft  hereunder
(except for those fines,  penalties,  or forfeitures that may be levied directly
against a crewmember or certificate maintenance provider).

SECTION 10. Loss or Damage.

     (a) Event of Loss with Respect to the Aircraft.  Upon the occurrence of any
Event of Loss with respect to the Airframe and/or Aircraft,  Lessee shall notify
Lessor and  Secured  Party of any such Event of Loss within five (5) days of the
date thereof. On the next Basic Rent Date following the date of such notice (or,
if such Event of Loss occurs after the Last Basic Rent Date,  within thirty (30)
days after such notice),  Lessee shall pay to Lessor any Rent then due, plus the
Casualty Value of the Aircraft  determined as of the Basic Rent Date immediately

<PAGE>

following  the date of such notice,  together  with interest at the Late Payment
Rate for the period (if any) from the Basic Rent Date following the date of such
notice  through the date of payment.  Upon making such  payment and all Rent due
and owing,  Lessee's  obligation  to pay  further  Basic  Rent for the  Aircraft
subsequent  to  such  payment  shall  cease,  but  Lessee's  obligation  to  pay
Supplemental Rent as well as any other amounts due under this Lease, if any, for
the  Aircraft  shall  remain  unchanged.  Except in the case of loss,  permanent
disappearance,  destruction  or Return to  Manufacturer,  and unless  possession
thereof is required to be delivered to a third party insurance  carrier in order
to settle an insurance claim,  Lessor shall be entitled to recover possession of
the Aircraft and Lessor shall be entitled to any salvage  value in excess of the
Casualty Value paid to Lessor.  Any amounts  received at any time by the Lessor,
Secured  Party or  Lessee  as a  result  of the  occurrence  of an Event of Loss
(whether  insurance  proceeds or payments  made in  connection  with a Return to
Manufacturer or Requisition  for Use) shall be applied as follows:  (i) all such
payments  received at any time by Lessee shall be promptly  paid to Lessor or if
the Lien of the Loan Agreement shall not have been terminated or discharged,  to
Secured Party, for application pursuant to the Loan Agreement,  and, thereafter,
pursuant to the  provisions of this Section 10; (ii) any balance then  remaining
after such  application by Secured Party, up to the amount of the Casualty Value
required to be paid by Lessee  pursuant to this Section 10(a),  shall be applied
in  reduction of Lessee's  obligation  to pay such amount if not already paid by
Lessee or, if already paid by Lessee,  shall be applied to reimburse  Lessee for
its payment of such amount;  and (iii) the balance  shall be retained by Lessor.
Notwithstanding  the foregoing  provisions of this Section 10(a), so long as any
Event of  Default or other Loan  Event of  Default  shall have  occurred  and be
continuing, any amount that otherwise would be payable to or for the account of,
or that  otherwise  would be  retained  by,  Lessee or Lessor  pursuant  to this
Section 10 shall be paid to Secured  Party so long as the Aircraft is subject to
the Lien of the Loan  Agreement (and after such Lien is discharged in accordance
with the Loan  Agreement,  to Lessor) as security for the  obligations of Lessor
under the Loan  Documents  and Lessee  under this  Lease and,  applied  first to
Lessor's obligations under the Loan Documents, and thereafter,  any balance then
remaining shall be applied against Lessee's payment  obligations  hereunder when
and as they become due and payable and, at such time  thereafter  as no Event of
Default or other Loan Event of Default shall be  continuing,  such amount shall,
to the  extent  not  theretofore  applied  as  provided  herein  or in the  Loan
Agreement, be paid promptly to Lessee or as it may direct. Lessor shall be under
no duty to Lessee to pursue any claim against any Person in  connection  with an
Event of Loss,  but Lessee  may at its own cost and  expense  and with  Lessor's
prior written  consent pursue the same on behalf of Lessor in such manner as may
be reasonably acceptable to Lessor.

     (b) Event of Loss with  Respect  to an  Engine.  Upon an Event of Loss with
respect to any Engine  under  circumstances  in which there has not  occurred an
Event of Loss with respect to the Airframe upon which such Engine was installed,
Lessee shall give Lessor prompt  written  notice thereof and shall within thirty
(30) days  after the  occurrence  of such Event of Loss,  duly  convey to Lessor
title to a  similar  or better  engine of the same make and model  number as the
Engine  suffering the Event of Loss.  Such engine shall be free and clear of all
Liens,  have a value,  utility,  and useful life at least equal to, and be in as
good an operating condition as, the Engine suffering the Event of Loss, assuming
such  Engine  was of the value  and  utility  and in the  condition  and  repair
required by the terms hereof  immediately  prior to the occurrence of such Event
of Loss.  In  connection  with any such  replacement,  Lessee  shall (i) furnish
Lessor with a bill of sale with respect to the replacement  engine, (ii) cause a
Lease Supplement  (having a form and substance  acceptable to Lessor and Secured
Party),  subjecting such replacement  engine to this Lease, and duly executed by
Lessee, to be delivered to Lessor for execution, (iii) cause a supplement to the
Loan  Agreement  (having a form and  substance  acceptable to Lessor and Secured
Party) for such  replacement  engine,  to be  delivered to Lessor and to Secured
Party for execution and, upon such execution, to be filed for recordation in the
same manner as provided for the Loan Agreement,  (iv) furnish Lessor and Secured
Party with an opinion of the Lessee's counsel to the effect that (A) each of the
bill of sale and Lease  Supplement  required above  constitutes a legal,  valid,
binding  and  enforceable   obligation  of  the  Lessee  (subject  to  customary
qualifications as to bankruptcy and equitable principles),  and (B) all filings,
recordings and other action  necessary or appropriate to perfect and protect the
Lessor's and the Secured Party's respective  interests in the replacement engine
(and any other collateral securing the Secured Note) have been accomplished, (v)

<PAGE>

furnish  Lessor  and  Secured  Party  with an  Officer's  Certificate  of Lessee
certifying that as of the date of the  substitution  of the replacement  engine,
and upon consummation of the substitution,  (1) no Event of Default has occurred
and is continuing,  and (2) the replacement  engine conforms to the requirements
of this Lease,  (vi) furnish  Lessor and Secured Party with an appraisal in form
and  substance  satisfactory  to both  parties,  from an  independent  appraiser
satisfactory  to both  parties,  that the  replacement  engine has a fair market
value, utility, condition, remaining economic useful life and estimated residual
value at least  equal to the  Engine  replaced  (assuming  such  Engine  had not
suffered an Event of Loss and was in the condition  required to be maintained by
the terms of this Lease), and (vii) furnish such other documents and evidence as
the Lessor or Secured Party may reasonably  request in connection  with any such
substitution.  Upon full  compliance by Lessee with the terms of this paragraph,
Lessor will transfer to Lessee, without recourse,  representation or warranty of
any kind  whatsoever  other than as to Lessor's  Liens,  all of Lessor's  right,
title and  interest,  if any, in and to the Engine  suffering the Event of Loss.
SUCH TRANSFER SHALL BE "AS-IS,  WHERE-IS" AND LESSOR SHALL NOT BE DEEMED TO HAVE
MADE,  AND LESSOR  HEREBY  DISCLAIMS,  ANY  REPRESENTATION  OR WARRANTY,  EITHER
EXPRESS OR IMPLIED,  AS TO THE ENGINE SO  TRANSFERRED TO LESSEE other than as to
Lessor's Liens.  Each such  replacement  engine shall,  after such conveyance be
deemed an  "Engine"  as  defined  herein  and  shall be deemed  part of the same
Aircraft as was the Engine replaced thereby. No Event of Loss with respect to an
Engine  shall  result in any  reduction or delay in the payment of Basic Rent or
relieve Lessee of any obligation under this Lease.

     (c)  Risk of  Loss.  Except  as  otherwise  specifically  provided  in this
Section,  Lessee shall bear the risk of loss,  damage or partial  destruction of
the Aircraft  and shall not be released  from its  obligations  hereunder in the
event of any  damage to the  Aircraft  or any part  thereof or any Event of Loss
relating thereto.

SECTION 11. Indemnification.

     Lessee  assumes  liability  for, and hereby agrees to  indemnify,  protect,
save,  defend and keep  harmless  Lessor and  Secured  Party,  their  respective
agents, employees, officers, directors, shareholders,  subsidiaries, affiliates,
successors and assigns (each, an  "Indemnitee"),  on a net after-tax basis, from
and against any and all liabilities,  obligations,  losses, damages,  penalties,
claims  (including,  without  limitation,  claims  involving or alleging product
liability or strict or absolute  liability in tort),  actions,  suits,  demands,
costs, expenses and disbursements (including, without limitation, legal fees and
expenses) of any kind and nature whatsoever  ("Claims") which may be imposed on,
incurred by or asserted against such Indemnitee,  whether or not such Indemnitee
shall also be indemnified  as to any such Claim by any other Person,  in any way
relating to or arising out of this Lease,  any of the other Lease  Documents  or
any documents  contemplated hereby, or any of the Loan Documents,  or any of the
transactions  contemplated  therein, or the performance or enforcement of any of
the terms  hereof or  thereof,  or in any way  relating to or arising out of the
assertion or enforcement of any manufacturer's,  vendor's or dealer's warranties
on the  Aircraft  or any  part  thereof,  (including,  without  limitation,  any
warranty  of  any  Manufacturer  or  Supplier),  the  manufacture,   inspection,
construction,  purchase, pooling, interchange, acceptance, rejection, ownership,
titling or re-titling,  delivery, lease, sublease,  possession,  use, operation,
maintenance,  management,  condition,  registration  or  re-registration,  sale,
return, removal,  repossession,  storage or other disposition of the Aircraft or
any part thereof or any accident in  connection  therewith  (including,  without
limitation, latent and other defects, whether or not discoverable, and any Claim

<PAGE>

for patent, trademark or copyright infringement). Notwithstanding the foregoing,
Lessee  shall not be required to indemnify  an  Indemnitee  for any Claim caused
solely  and  directly  by the gross  negligence  or willful  misconduct  of such
Indemnitee (unless imputed by applicable law).

     The   liability  of  Lessee  to  make   indemnification   payments   shall,
notwithstanding  any  expiration,  cancellation  or other  termination  (whether
voluntary, as the result of a Default or Event of Default, or otherwise) of this
Lease,  continue to exist until such indemnity  payments are irrevocably made in
full by Lessee and received by the  Indemnitee to whom such payments are to made
pursuant  to this  Section  11.  If any  Claim  is made  against  Lessee  or any
Indemnitee,  the party receiving  notice of such Claim shall promptly notify the
other,  but the  failure  of the party  receiving  notice to so notify the other
shall not relieve Lessee of any obligation hereunder.

SECTION 12. Assignment and Sublease.

     (a) LESSEE SHALL NOT SELL,  TRANSFER,  ASSIGN,  CHARTER,  SUBLEASE (WITH OR
WITHOUT CREW,  CONVEY,  PLEDGE,  MORTGAGE OR OTHERWISE  ENCUMBER ITS OR LESSOR'S
INTEREST  IN AND TO THE  LEASE OR THE  AIRCRAFT,  AND ANY SUCH  SALE,  TRANSFER,
ASSIGNMENT,  CHARTER,  SUBLEASE,  CONVEYANCE,  PLEDGE,  MORTGAGE OR ENCUMBRANCE,
WHETHER BY OPERATION OF LAW OR OTHERWISE,  WITHOUT THE PRIOR WRITTEN  CONSENT OF
LESSOR  SHALL BE NULL AND VOID.  IN  ADDITION,  LESSEE  SHALL NOT ENTER INTO ANY
INTERCHANGE  AGREEMENT  AFFECTING THE AIRCRAFT OR  RELINQUISH  POSSESSION OF THE
AIRFRAME  OR ANY ENGINE OR INSTALL  ANY ENGINE OR PART,  OR PERMIT ANY ENGINE OR
PART TO BE INSTALLED,  ON ANY AIRFRAME OTHER THAN THE AIRFRAME LEASED  HEREUNDER
EXCEPT AS EXPRESSLY SET FORTH HEREIN.  In addition,  the foregoing  shall not be
deemed to prohibit the delivery of  possession  of the  Aircraft,  any Engine or
Part to another Person for testing, service, repair,  maintenance,  overhaul or,
to the extent  permitted  hereby,  alteration or  modification.  No  acceptance,
assignment,  subletting,  relinquishment  or  installation  shall  in any  event
relieve Lessee of primary,  absolute and unconditional  liability for its duties
and obligations under this Lease.

     (b) In order to secure the  indebtedness  evidenced by the Secured Note and
certain   other   obligations   as   provided   in  the  Loan   Agreement   (the
"Indebtedness"),  the Loan  Agreement  provides,  among  other  things,  for the
assignment by Lessor to Secured Party of Lessor's right,  title and interest in,
to and under this Lease and each of the other Lease  Documents to the extent set
forth in the Loan  Agreement  (but none of  Lessor's  obligations  hereunder  or
thereunder),  and for the  creation of a security  interest  in the  Aircraft in
favor of Secured  Party.  Lessee hereby  consents to such  assignment and to the
creation of such security  interest  pursuant to the terms and provisions of the
Loan  Agreement and to any assignment or other transfer which may occur pursuant
to the  exercise  of any  remedy  set forth in the Loan  Agreement.  Lessee  (i)
acknowledges that, to the extent provided in the Loan Agreement, such assignment
and security  interest  provides  Secured  Party with the  exclusive  right (but
without any obligation) to exercise all rights of Lessor  hereunder or under any
of the other Lease  Documents  to modify,  terminate  or cancel any of the Lease
Document or to give any consents,  approvals,  waivers,  notices or the like, to
make any  elections,  demands  or the like or to take  any  other  discretionary
action hereunder or with respect to any other Lease Documents; (ii) acknowledges

<PAGE>

receipt of an executed  counterpart  of the Loan  Agreement  as in effect on the
date hereof (and  agrees that it will not take any action  under,  or enter into
any agreement  relating to this Lease,  that conflict with the Loan Agreement or
this Section 12); (iii) acknowledges that any such assignment does not, and will
not,  materially  change its duties or materially  increase its burdens or risks
hereunder and that any such assignment shall be permitted even if the assignment
would be or is deemed to materially affect Lessee's  interests  hereunder;  (iv)
acknowledges  that,  notwithstanding  the provisions of Section 4 or any implied
warranty of quiet use,  possession or enjoyment  under any  applicable  law, the
rights, title and interests of Lessee (and any party claiming through Lessee) in
and to the Aircraft,  and hereunder  (including with respect to all amounts that
are otherwise payable to Lessee  hereunder),  are subject and subordinate in all
respects  to  Secured  Party's  rights,  title and  interests  in the  Aircraft,
including,  all of Secured  Party's rights and remedies under the Loan Agreement
and  the  other  Loan  Documents,  and,  as  collaterally  assigned  by  Lessor,
hereunder;  and (v) agrees that, to the extent  provided in the Loan  Agreement,
Secured  Party shall have all the rights of the Lessor  hereunder  and under the
other Lease  Documents and, in exercising any right or performing any obligation
of Lessor hereunder or thereunder, shall be subject to the terms hereof.

     (b) Without limiting any term of this Lease or the Loan Agreement, upon the
occurrence  of any Loan Event of Default  (whether  or not  arising  hereunder),
Secured  Party shall have the right at its sole election to exercise any and all
of the  following  remedies  (i) Secured  Party may  exercise all of its rights,
powers and remedies under the Loan Agreement, including, without limitation, its
right to repossess or demand return of the Aircraft,  notwithstanding any rights
or interests  Lessor,  Lessee or any other such party may have; (ii) pursuant to
Section  3(d),  Secured Party may notify Lessee to make all payments of Lessor's
Retained Rent payable to Lessor hereunder directly to Secured Party, and in such
event Lessor agrees not to collect any such payments  thereafter;  (iii) Secured
Party may enforce,  modify or terminate  this Lease and any  sublease;  and (iv)
Secured Party may exercise  remedies  against or with respect to the Collateral;
and (v) Secured Party may exercise any other remedy  available to it pursuant to
applicable  law.  All  rights  granted  hereunder  shall be  cumulative  and not
alternative,  shall be in  addition  to and shall in no manner  impair or affect
Secured Party's rights under the Loan Documents, or any other agreement, statute
or rule of law.  Each of Lessor  and Lessee  agrees to  cooperate  with  Secured
Party's exercise of any such rights,  powers and remedies,  including the return
of the Aircraft to Secured Party upon demand. Lessee and Lessor shall be jointly
and  severally  liable for any costs,  charges or  expenses  incurred by Secured
Party in enforcing or protecting its rights under this Lease.

     (c) Subject to the Loan Agreement, Lessor may not otherwise mortgage, grant
a security interest in or otherwise transfer,  sell or assign all or any part of
its interest in this Lease,  any of the other Lease Documents or the Aircraft or
any Rent or other sums due or to become due  hereunder  or  thereunder.  Secured
Party  (whether as collateral  assignee or otherwise)  may at any time,  with or
without notice to Lessee,  mortgage,  grant a security  interest in or otherwise
transfer,  sell or assign all or any part of its interest in this Lease,  any of
the other Lease Documents (including any Rent or other sums due or to become due
hereunder or  thereunder)  or the Aircraft,  and Lessee shall perform all of its
obligations  under this Lease for the benefit of such  assignee,  Secured Party,
creditor,  mortgagee,  transferee or Person (hereinafter an "Assignee").  Lessee
further agrees, if so directed in writing,  to, among other things, pay all sums
due or to become due  hereunder  directly  to the  Assignee  or any other  party
designated in writing by Secured Party or any such Assignee. Upon the request of
Secured  Party or any Assignee,  Lessee also agrees (i) to promptly  execute and

<PAGE>

deliver to Secured Party or to such Assignee an  acknowledgment of assignment in
form and  substance  satisfactory  to the  requesting  party which,  among other
things,  reaffirms  the basic  terms and  conditions  of this  Lease and (ii) to
comply with the reasonable  demands of any such Assignee in order to perfect any
such assignment or transfer.

     (d) This Lease,  including all agreements,  covenants,  representations and
warranties,  shall be  binding  upon and  inure to the  benefit  of,  and may be
enforced  by (i) Lessor and its  successors,  and  Secured  Party,  and  Secured
Party's  successors,  assigns,  agents  and  servants  and (ii)  Lessee  and its
successors and, to the extent expressly permitted by Lessor, assigns.

SECTION 13. Events of Default.

     The term "Event of Default",  wherever  used herein,  shall mean any of the
following events or circumstances (whatever the reason for such Event of Default
and whether it shall be voluntary or  involuntary,  or come about or be effected
by  operation  of law,  or be pursuant to or in  compliance  with any  judgment,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  or any
administrative or governmental body):

     (a) Lessee  shall  fail to make any  payment of Rent,  Casualty  Value,  if
applicable,  and/or any amount due  pursuant  to any Rider,  Exhibit or Addendum
hereto  within ten (10) days  after any or all of the same shall  become due and
payable,  or, upon demand,  any other amount required to be paid herein or under
any other agreement with Lessor or Secured Party; or

     (b) Lessee shall fail to keep in full force and effect any of the insurance
required hereunder,  or shall operate the Aircraft at a time when, or at a place
in which, such insurance shall not be in effect; or

     (c) Lessee  shall fail to perform or observe  any  covenant,  condition  or
agreement,  (other than those specifically referred to in this Section) required
to be  performed  or  observed  by it under this Lease or any Rider,  Exhibit or
Addendum hereto or any other agreement,  document or certificate delivered by or
on behalf of Lessee in connection herewith,  and such failure shall continue for
ten (10) days after  written  notice  thereof  from  Lessor or Secured  Party to
Lessee; or

     (d) Lessee shall default in the payment or performance of any  indebtedness
or obligation to Lessor, Secured Party, or any affiliated person, firm or entity
controlling, controlled by or under common control with Lessor or Secured Party,
under any loan, note, security agreement,  lease,  guaranty,  title retention or
conditional sales agreement or any other instrument or agreement evidencing such
indebtedness with Lessor, Secured Party or such other affiliated person, firm or
entity affiliated with Lessor or Secured Party; or

     (e)  any  representation  or  warranty  made  by  Lessee  herein  or in any
certificate,  agreement,  statement or document hereto or hereafter furnished to
Lessor in  connection  herewith,  including  without  limitation,  any financial
information  disclosed to Lessor or Secured Party,  shall prove to be or to have
been false or incorrect in any material respect; or

     (f)  the   commencement   of  any  bankruptcy,   insolvency,   arrangement,
reorganization,  receivership,  liquidation  or other  similar  proceeding by or
against Lessee or any of its properties or businesses,  (which, in the case of a
proceeding  commenced  against Lessee,  has not been dismissed within sixty (60)
days of the filing thereof) the appointment of a trustee,  receiver,  liquidator

<PAGE>

or  custodian  for  Lessee or any of its  properties  or  businesses,  if Lessee
suffers  the entry of an order for relief  under  Title 11 of the United  States
Code or the  making by Lessee of a general  assignment  or deed of trust for the
benefit of creditors; or

     (g) Lessee shall  default in any payment or other  obligation  to any third
party and any applicable  grace or cure period with respect thereto has expired;
or

     (h) Lessee sells,  transfers or disposes of all or substantially all of its
respective  stock,  assets or property,  merges with or into any other entity or
engages in any form of limited  liability  company or corporate  reorganization,
becomes the subject of, or engages in, a leveraged  buy-out or the Lessee  shall
terminate its existence by merger, consolidation or sale of substantially all of
its assets or otherwise; or

     (i) if  Lessee  is a  privately  held  corporation,  and  more  than 50% of
Lessee's  voting capital stock or effective  control of Lessee's  voting capital
stock issued and outstanding from time to time is not retained by the holders of
such stock on the date of this Lease; or

     (j) if Lessee is a publicly  held  corporation,  there shall be a change in
the  ownership  of Lessee's  stock such that Lessee is no longer  subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended, or no
longer  has a class of equity  securities  registered  under  Section  12 of the
Securities Act of 1933, as amended; or

     (k) Lessee  shall  generally  fail to pay its debts as they  became due and
such failure shall  continue for three (3) Business Days after written notice by
Lessor or Secured  Party or Lessee shall admit its inability to pay its debts or
obligations generally as they fall due; or

     (l)  Lessor  or  Secured  Party  shall  determine,  in  such  party's  sole
discretion and in good faith,  that there has been a material  adverse change in
the business,  operations or financial condition of the Lessee since the date of
this Lease or that Lessee's ability to make any payment hereunder  promptly when
due or  otherwise  comply  with the terms of this  Lease or any other  agreement
between Lessor and Lessee is materially impaired; or

     (m) the failure to return the  Aircraft to Lessor at the end of the Term in
accordance and in compliance with the terms and conditions  hereof, the Aircraft
shall be abused,  substantially  damaged  (without  being repaired in accordance
with the  provisions  hereof) or destroyed  (without  payment of the  applicable
Casualty Value in accordance with the terms and conditions hereof); or

     (n)  Lessee  shall or shall  attempt to remove,  sell,  transfer,  charter,
interchange, convey, pledge, mortgage, encumber, part with possession of, assign
or sublet  (with or without one or more  crewmembers)  the  Aircraft or any part
thereof,  use the Aircraft for an illegal purpose or permit the same to occur or
Lessee  shall  create,  incur,  assume or suffer to exist any Lien  (other  than
Permitted Liens) with respect to the Aircraft,  this Lease or Lessor's interests
thereunder; or

     (o) (i) there is a default under either of the Lease Guaranties or there is
any repudiation of either of the Lease Guaranties by the Lease Guarantors or any
allegation or  determination  that either Lease Guaranty is unenforceable in any
material  respect;  or (ii) any event or condition set forth in subsections  (b)
through (l) of this Section  shall occur with respect to any  guarantor or other
person  responsible,  in whole or in part,  for payment or  performance  of this
Lease; or
<PAGE>

     (p) any event or condition set forth in subsections (d) through (j) of this
Section  shall  occur with  respect  to any  affiliated  person,  firm or entity
controlling, controlled by or under common control with Lessee; or

     (q)  solely  for the  benefit  of  Secured  Party (as  Lessor's  collateral
assignee,  as  provided in Section  12),  unless and until the  Indebtedness  is
indefeasibly  paid in full to Secured Party in accordance with the Secured Note,
the Loan  Agreement  and the other Loan  Documents  and the Lien of the  Secured
Party has been  discharged  pursuant  to the Loan  Agreement,  any Loan Event of
Default shall occur (a "Cross Default").

     Lessee shall promptly  notify Lessor and Secured Party of the occurrence of
any Default or Event of Default.

SECTION 14. Remedies.

     (a) Upon the  occurrence  of any Event of  Default  and so long as the same
shall be  continuing,  Lessor may, at its  option,  declare  this Lease to be in
default  (provided  that no such  declaration  shall be a condition  to any suit
against Lessee for specific  performance of a defaulted  covenant or for damages
in respect of such default upon such occurrence or at any time thereafter),  and
at  any  time  thereafter,  whether  or not  such  Event  of  Default  shall  be
continuing,  Lessor may exercise any one or more of the following  remedies,  as
Lessor  in its sole  discretion  shall  lawfully  elect  (except  that,  without
limiting  the  provisions  of Section  12(b),  Secured  Party shall have all the
rights of the Lessor,  exclusively,  hereunder,  under the Lease  Guaranties and
under  the  other  Lease  Documents,   unless  and  until  the  Indebtedness  is
indefeasibly  paid in full to Secured Party in accordance with the Secured Note,
the Loan  Agreement  and the other Loan  Documents  and the Lien of the  Secured
Party has been discharged pursuant to the Loan Agreement):

          (i) Proceed by appropriate  court action,  either at law or in equity,
     to enforce performance by Lessee of the applicable  covenants of this Lease
     or to recover damages for breach thereof.

          (ii) By notice cancel or terminate this Lease, whereupon all rights of
     Lessee to the use of the  Aircraft  or any part  thereof  shall  absolutely
     cease and terminate but Lessee shall remain liable as hereinafter  provided
     and  thereupon  (A) if so requested by Lessor,  Lessee shall at its expense
     promptly  return the Aircraft to the  possession of Lessor at such place as
     Lessor  shall  designate  and in the  condition  required  upon the  return
     thereof  pursuant to and in  accordance  with the terms of this Lease,  (B)
     Lessor,  at its option,  may enter upon the premises  where the Aircraft is
     located and take immediate possession of and remove the same, together with
     any  Engines  and Parts by  self-help,  summary  proceedings  or  otherwise
     without any  liability of any kind  whatsoever on the part of Lessor for or
     by reason of such entry or taking of  possession  and Lessee  hereby waives
     any cause of action it may have arising from, or in  connection  with,  the
     foregoing  and/or  (C)  Lessee  will  provide  storage as set forth in this
     Lease.  In addition,  upon the written  request of Lessor,  Lessee,  at its
     expense,  will replace any engine installed on the Airframe with an Engine.
     Lessee shall,  without  further  demand,  forthwith pay to Lessor an amount
     equal  to any  unpaid  Rent  due  and  payable  for all  periods  up to and
     including  the  Basic  Rent Date  following  the date on which  Lessor  has
     declared this Lease to be in default (plus all costs,  charges and expenses
     including,  legal fees and disbursements  incurred by Lessor and/or Secured

<PAGE>

     Party by reason of the  occurrence  of any Event of Default or the exercise
     of any of Lessor's remedies with respect thereto or otherwise).

          (iii) Demand and recover from Lessee the Liquidated  Damages and other
     Rent whenever the same shall be due. Without limiting the generality of the
     foregoing,  (A) upon the  occurrence  of an Event of  Default,  Lessor may,
     among  other  things,   demand  and  recover  from  Lessee  the  applicable
     Liquidated Damages (in lieu of future Basic Rent, and not as a penalty) and
     other Rent then due,  and/or  demand  that  Lessee  return the  Aircraft in
     accordance  with this Lease;  and (B) if Lessee  returns the Aircraft,  and
     after Lessor  disposes of it, Lessor will determine the amount,  if any, of
     any credit or reimbursement or deficiency,  as applicable,  with respect to
     its obligation to pay such  Liquidated  Damages (all as contemplated in the
     definition of such term).

     (b) If any Default or Event of Default occurs or if Lessee fails to perform
or comply with any of its  agreements  contained  herein,  Lessor shall have the
right, but shall not be obligated,  to effect such performance or compliance and
the amount of any out-of-pocket expenses and other reasonable expenses of Lessor
or Secured Party  incurred in connection  with the  performance of or compliance
with such agreements,  as the case may be, together with interest thereon at the
Late Payment Rate, shall be payable by Lessee promptly upon demand, and any such
action by Lessor or  Secured  Party  shall not be deemed a cure or waiver of any
Default or Event of Default  hereunder.  Without limiting the foregoing,  Lessee
shall be liable for all costs,  charges and expenses,  including  legal fees and
disbursements,  incurred by Lessor or Secured Party by reason of the  occurrence
of any Event of Default, the exercise of any of Lessor's rights or remedies with
respect thereto  (whether by Lessor,  or Secured Party,  as collateral  assignee
thereof) or otherwise.

     (c) Lessee hereby waives, to the maximum extent now or hereafter  permitted
by  applicable  law,  for itself and for its  successors  or assigns any and all
rights Lessee or Lessee's  successors or assigns may have  following an Event of
Default under any bankruptcy,  insolvency or similar laws,  rules or regulations
with respect to the  continued  possession or use of the Aircraft or relief from
the payment of Rent therefor or otherwise with respect to this Lease.  Rejection
of this Lease by any bankruptcy  trustee or  debtor-in-possession  shall entitle
Lessor to the  immediate  return of the Aircraft and to the  Liquidated  Damages
calculated  in the manner  provided for in the  definition  of that term (as set
forth herein).

     (d) No right or remedy referred to herein is intended to be exclusive,  but
each shall be cumulative  and in addition to any other right or remedy  referred
to above or otherwise  available to Lessor or Secured Party at law or in equity,
including,  without limitation,  such rights and/or remedies as are provided for
in the UCC.  No  express or  implied  waiver by Lessor or  Secured  Party of any
Default or Event of Default  hereunder  shall in any way be, or be  construed to
be, a waiver of any  future  or  subsequent  Default  or Event of  Default.  The
failure or delay of Lessor or Secured Party in exercising  any rights granted it
hereunder upon the occurrence of any of the contingencies set forth herein shall
not constitute a waiver of any such right upon the  continuation or reoccurrence
of any such  contingencies or similar  contingencies,  and any single or partial
exercise of any  particular  right by Lessor or Secured  Party shall not exhaust
the same or  constitute  a waiver of any other right  provided  for or otherwise
referred to herein.  All remedies set forth herein shall survive the  expiration
or other termination of this Lease for any reason whatsoever.
<PAGE>

     (e) To the extent  permitted by  applicable  law,  Lessee hereby waives any
rights now or  hereafter  conferred  by statute or  otherwise  which may require
Lessor to sell,  lease or otherwise  use the Aircraft in  mitigation of Lessor's
damages as set forth in this Section or which may otherwise  limit or modify any
of Lessor's or Secured  Party's  rights or remedies  under this Section.  To the
extent  permitted  by  applicable  law,  Lessee  waives  any and all  rights and
remedies  conferred upon a lessee by Section 2A-508 to 2A-522 (inclusive) of the
UCC,  including,  without  limitation,  any  rights of  Lessee  (a) to cancel or
repudiate this Lease or any supplement or any document relating thereto,  (b) to
reject or revoke  acceptance of the Aircraft or any component thereof and (c) to
recover from Lessor or Secured Party any general or consequential  damages,  for
any reason whatsoever.

SECTION 15. Notices.

     All  communications and notices provided for herein shall be in writing and
shall  become  effective  (i) upon  hand  delivery,  (ii)  upon  delivery  by an
overnight  delivery  service,  (iii)  upon two (2)  Business  Days  after  being
deposited in the United  States mail with proper  postage for  first-class  mail
prepaid,  sent by registered or certified mail,  return receipt  requested,  and
addressed to Lessor or Lessee at their respective  addresses set forth under the
signatures  hereto, or to Secured Party at its address in Section 15 of the Loan
Agreement,  or such other address as any such party may  hereafter  designate by
written  notice to the other or (iv) or when sent by  telecopy  (with  customary
confirmation  of receipt of such telecopy) on the Business Day when sent or upon
the next Business Day if sent on other than a Business Day.

SECTION 16. Transaction Expenses.

     Lessee  shall pay all  actual  and  reasonable  fees,  costs  and  expenses
incurred by Lessor or Secured  Party in connection  with this Lease,  whether or
not the transactions  contemplated  hereby are consummated,  including,  without
limitation,  appraisal  fees,  inspection  fees,  Lessor's  and Secured  Party's
respective  internal and external counsel fees and expenses and FAA Counsel fees
and  expenses,  and FAA and UCC title and lien  searches,  reports,  filing  and
recording  fees,  charges  and  taxes.  Lessee  also  agrees to pay all fees and
expenses of Lessor's and Secured Party's respective  counsels,  FAA Counsels and
all other third  parties  who are engaged by Lessor or Secured  Party to enforce
Lessor's or Secured Party's rights and/or remedies hereunder,  to update any FAA
or UCC title and/or lien reports  and/or to review,  file and record any and all
documents  and  instruments  as required  by Lessor or Secured  Party or the FAA
during and after the Term of this Lease.

SECTION 17. Miscellaneous.

     Each of Lessee and Lessor hereby acknowledges and agrees that Secured Party
is an express third party beneficiary of all of the representations, warranties,
acknowledgments,  agreements  and  indemnifications  made  herein for the direct
benefit of Secured  Party,  or for its benefit as  collateral  assignee  thereof
pursuant to the Loan Agreement.

     Any  provision of this Lease which may be  determined  to be  prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining  provisions hereof and any such prohibition or unenforceability in any

<PAGE>

jurisdiction shall not invalidate or render  unenforceable such provision in any
other  jurisdiction.  To the extent  permitted by applicable  law, Lessee hereby
waives any provision hereof prohibited or unenforceable in any respect.

     This Lease may be executed in any number of counterparts and by each of the
parties  hereto  on  separate  counterparts,   all  such  counterparts  together
constituting  but one and the same instrument,  with the counterpart  containing
the receipt therefore executed by Secured Party on or immediately  following the
signature page thereof being deemed the "original executed  counterpart" and all
other  counterparts  being  deemed  duplicates.  The division of this Lease into
sections, the provision of a table of contents and the insertion of headings are
for  convenience  of  reference  only and shall not affect the  construction  or
interpretation  of this  Lease.  The  actual  dates of  execution  hereof by the
parties hereto are respectively the dates set forth under the signatures hereto,
however this Lease shall be effective as of the date first above written.

     In order to secure the prompt and full payment and  performance as and when
due of any and all  obligations  and  indebtedness  of  Lessee  to  Lessor,  now
existing or hereafter  created of any kind whatsoever,  Lessee hereby grants and
conveys to Lessor,  a security  interest in and lien on all of  Lessee's  right,
title and  interest in and to this Lease and any  present and future  subleases,
management agreements,  interchange agreements, charter agreements and any other
present and future agreements of any kind whatsoever relating to the Aircraft or
any  part  thereof  and any and all  proceeds  of any and all of the  foregoing,
including insurance,  goods, accounts,  chattel paper,  documents,  instruments,
general  intangibles,  investment property,  deposit accounts,  letter of credit
rights and supporting obligations,  and all present and future books and records
relating  to  any of the  foregoing  and/or  the  Aircraft  (including,  without
limitation, all tapes, cards, computer programs, computer runs and computer data
in the possession or control of the Lessee, any computer service bureau or other
third party); provided, however, that the foregoing grant of a security interest
and lien shall not of itself be a factor in  determining  whether  this Lease is
one intended as security (or that this Lease is a grant of a security interest).
Notwithstanding anything to the contrary contained herein or otherwise, should a
court of  competent  jurisdiction  determine  that this Lease is one intended as
security (or that this Lease is a grant of a security interest),  then solely in
that  event and for the  expressly  limited  purposes  thereof,  and in order to
secure the prompt and full  payment and  performance  as and when due of any and
all obligations and indebtedness of Lessee to Lessor,  now existing of hereafter
created of any kind  whatsoever,  Lessee shall be deemed to have hereby  granted
and conveyed,  and for such express purposes Lessee hereby grants and conveys to
Lessor,  a security  interest in and lien on the  Aircraft,  and all present and
future parts,  accessories,  accessions and attachments thereto, and all present
and future replacements,  substitutions and exchanges (including  trade-ins) for
such goods,  together  with  proceeds  of all the  foregoing,  including  goods,
accounts, chattel paper, documents, instruments, general intangibles, investment
property,  deposit accounts, letter of credit rights and supporting obligations,
and  all of  Lessee's  rights  in and to  any  of the  foregoing.  The  security
interests and liens granted herein shall survive the  termination,  cancellation
or expiration of this Lease for any reason  whatsoever  and shall remain in full
force and effect  until such time as Lessee  has no further  obligations  of any
kind whatsoever under this Lease, and without limiting the generality of Section
12(b) of this Lease, each of Lessee and Lessor hereby acknowledges that Lessor's
rights under and with respect to each such grant has been collaterally  assigned
to Secured Party pursuant to the Loan Agreement.

     Lessee  will  promptly  and duly  execute and deliver to Lessor and Secured
Party,  and any assignee of Secured Party,  such other documents and assurances,
including,  without  limitation,  such  amendments  to  this  Lease  as  may  be

<PAGE>

reasonably  required by Lessor or Secured  Party(and  by any assignee of Secured
Party),  and UCC financing  statements and  continuation  statements and control
agreements,  and will take such further action as Lessor and Secured Party,  and
any assignee of Secured Party, may from time to time reasonably request in order
to carry out more effectively the intent and purposes of this Lease as specified
by the terms and  conditions  herein and to establish and protect the rights and
remedies created or intended to be created in favor of Lessor and Secured Party,
and any  assignee of Secured  Party.  Lessee  irrevocably  authorizes  Lessor or
Secured Party to file and record,  and  irrevocably  appoints Lessor and Secured
Party  (and any  assignee  of Secured  Party),  its  attorney-in-fact  to act in
Lessee's name and on its behalf (i) at any time to make, execute,  deliver, file
and record any UCC financing statements or UCC amendments and to take any action
as Lessor or Secured Party (or any assignee of Secured Party) deems necessary or
appropriate to carry out the intent of this Lease or any  agreements,  documents
or  instruments  related  thereto as to the execution,  delivery,  filing and/or
recording of any such UCC financing statements or UCC amendments,  and (ii) upon
the  occurrence  of an Event of Default,  to make,  execute,  deliver,  file and
record any instruments or documents (other than any UCC financing  statements or
UCC amendments  which are  authorized  and permitted to be executed,  delivered,
filed or recorded at any time  pursuant to the terms of subclause (i) above) and
to take any other actions as Lessor or Secured Party (or any assignee of Secured
Party) deems  necessary or  appropriate to carry out the intent of this Lease or
any agreements,  documents or instruments  related thereto as to any instruments
or documents  (other than any UCC financing  statements or UCC amendments  which
are authorized and permitted to be executed, delivered, filed or recorded at any
time  pursuant to the terms of  subclause  (i)  above).  Lessee  hereby  further
irrevocably ratifies the foregoing  authorization and appointment with regard to
the  execution,  delivery,  filing and recording of any  instrument or documents
(including,  without limitation, any UCC financing statements or UCC amendments)
and the  taking of any  action as Lessor or Secured  Party (or any  assignee  of
Secured  Party) deems  necessary or  appropriate to carry out the intent of this
Lease or any agreements, documents or instruments related thereto. To the extent
appropriate or permissible  under  applicable  law, such  appointment is coupled
with an interest,  shall be irrevocable and shall terminate only upon payment in
full of the obligations set forth in this Lease and/or any agreements, documents
or instruments related thereto.  Lessee hereby further covenants and agrees that
it shall not file any corrective or termination  statements  with respect to any
UCC financing statements,  amendments or assignments filed or recorded by or for
the benefit of Lessor  with  respect to the  Aircraft  or any other  property or
collateral  related  to the  Aircraft  or this  Lease or on behalf of the Lessor
without  Lessor's and Secured  Party's  prior  written  consent.  Lessee  hereby
further  agrees that any  signature,  execution  and delivery of any document or
instrument may by satisfied,  in Lessor's or Secured Party's (where  applicable)
sole  discretion and to the extent  permitted by the UCC, by  authentication  of
such  document or  instrument as a record within the meaning of Article 9 of the
UCC.

     Time is of the essence in the payment  and  performance  of all of Lessee's
obligations  under the Lease.  For purposes of 49 USC Section 44108 (c),  Lessor
and Lessee intend, by virtue of the Lessor having countersigned and accepted the
Lease in  Connecticut  and by virtue of this Lease being  delivered  for closing
purposes  to  Lessor in  Connecticut,  that this  Lease  has been  executed  and
delivered in Connecticut.  In all respects, this Lease shall be governed by, and
construed in  accordance  with,  the laws of the State of  Connecticut,  without
giving effect to principles of conflicts of law or choice of law,  including all
matters of  construction,  validity and performance.  Lessee hereby  irrevocably
consents and agrees that any legal action,  suit or proceeding arising out of or
in any way in connection with this Agreement may be instituted or brought in the
courts of the State of Connecticut  or the United States  District Court for the

<PAGE>

District of Connecticut,  as Lessor may elect,  and by execution and delivery of
this Lease,  Lessee hereby irrevocably accepts and submits to, for itself and in
respect  of its  property,  generally  and  unconditionally,  the  non-exclusive
jurisdiction of any such court,  and to all  proceedings in such courts.  To the
extent permitted by applicable law, this Lease shall be deemed a "finance lease"
under Section  2A-103(g) of the UCC.  LESSEE  ACKNOWLEDGES  AND AGREES THAT THIS
LEASE IS A COMMERCIAL  TRANSACTION.  LESSOR AND LESSEE ALSO HEREBY KNOWINGLY AND
FREELY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION  ARISING  HEREFROM OR
IN RELATION HERETO.

SECTION 18. Amendments.

     This  Lease,  and  each  related   instrument,   document,   agreement  and
certificate,   collectively   constitute,   and  are  intended  to  collectively
constitute,  the complete and exclusive  statement of the terms of the agreement
between  Lessor  and Lessee  with  respect to the  purchase  and  leasing of the
Aircraft.  The Lease cancels and supersedes any and all prior or contemporaneous
oral or written  understandings,  memoranda,  negotiations,  communications  and
agreements  with respect thereto  including,  without  limitation,  any proposal
letter,  commitment  letter and/or term sheet delivered to the Lessee by Lessor,
unless,  with  respect  to any such  written  materials  only,  any term  and/or
condition thereof expressly supersedes any term and/or condition of this Lease.

     NO TERM OR  PROVISION  OF  THIS  LEASE  MAY BE  AMENDED,  ALTERED,  WAIVED,
DISCHARGED  OR  TERMINATED,  EXCEPT  IN A WRITING  SIGNED  BY A DULY  AUTHORIZED
OFFICER OF THE PARTY AGAINST WHOM THE ENFORCEMENT OF THE AMENDMENT,  ALTERATION,
WAIVER, DISCHARGE OR TERMINATION IS SOUGHT.

SECTION 19.  Truth in Leasing.

     LESSOR  CERTIFIES THAT DURING THE 12 MONTHS PRECEDING THE EXECUTION OF THIS
LEASE,  THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER PART 91 OF THE FAR.
LESSEE  CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED  UNDER PART
91 OF THE FAR FOR OPERATIONS TO BE CONDUCTED UNDER THE LEASE.  UPON EXECUTION OF
THIS LEASE,  AND DURING THE TERM HEREOF,  THE LESSEE,  WHOSENAME AND ADDRESS ARE
SET FORTH IMMEDIATELY  BELOW,  ACTING BY AND THROUGH THE SIGNATORY  HERETO,  WHO
EXECUTES  THIS SECTION  SOLELY IN HIS CAPACITY OF THE LESSEE SET FORTH BELOW HIS
SIGNATURE,  CERTIFIES  THAT  LESSEE  SHALL BE  RESPONSIBLE  FOR THE  OPERATIONAL
CONTROL OF THE AIRCRAFT UNDER THE LEASE.  LESSOR AND LESSEE FURTHER CERTIFY THAT
EACH  UNDERSTANDS  ITS  RESPONSIBILITIES  FOR COMPLIANCE WITH APPLICABLE FAR. AN
EXPLANATION OF FACTORS BEARING ON  OPERATIONALC  ONTROL AND PERTINENT FAR CAN BE
OBTAINED  FROM THE NEAREST  FEDERAL  AVIATION  ADMINISTRATION  FLIGHT  STANDARDS
DISTRICT OFFICE.

     The  execution  hereof on behalf of Lessee  and  Lessor  shall be deemed to
constitute  the  acceptance by Lessee and Lessor of the terms and  conditions of

<PAGE>

Exhibit A hereto and each and every Addendum set forth hereto as if each of such
Exhibit A and Addendum was  separately  and  individually  executed on behalf of
such party hereto.


                            [SIGNATURES ON NEXT PAGE]


<PAGE>



     IN WITNESS  WHEREOF,  the  parties  hereto have caused the Lease to be duly
executed by their respective officers thereunto duly authorized.

Lessor:                                     Lessee:
VERDE CAPITAL CORPORATION                   DRIVETIME CREDIT CORPORATION



By: _________________________               By: __________________________

Title:                                      Title: _________________________

Print Name: _________________               Print Name: ____________________

Date: _______________________               Date: __________________________

Address:    4020 E. Indian School Road      Address:  4020 E. Indian School Road
            Suite A                                   Phoenix, AZ  85018
            Phoenix, AZ  85018







<PAGE>




     Receipt of the original  executed  counterpart  of the  foregoing  Aircraft
Lease is hereby acknowledged on this __ day of October, 2002.

                                           GENERAL ELECTRIC CAPITAL CORPORATION,
                                           as Secured Party


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


<PAGE>




                                    EXHIBIT A

                                   Definitions


     (a)  All  References  in  the  Lease  to  designated   Sections  and  other
subdivisions are to such designated  Sections and other  subdivisions  only, and
the words  "herein,"  "hereof" and "hereunder" and other words of similar import
refer  to the  Lease  as  whole  and  not to any  particular  Section  or  other
subdivision.

     (b) Except as  otherwise  indicated,  all the  agreements  and  instruments
defined herein or in the Lease shall mean such agreements and instruments as the
same may from time to time be supplemented  or amended,  or as the terms thereof
may be waived or modified to the extent  permitted by, and in  accordance  with,
the terms thereof.

     (c) The terms  defined  herein and in the Lease shall,  for purposes of the
Lease  and all Lease  Supplements,  Schedules  and  Exhibits  thereto,  have the
meanings  assigned to them and shall  include the plural as well as the singular
as the context requires.

     (d) The following terms shall have the following  meanings for all purposes
of the Lease:

     Basic Rent Date, Daily Lease Rate,  Expiration Date, First Basic Rent Date,
Last Basic Rent Date, Permitted  Deductible,  Primary Hangar Location,  and Rent
Commencement  Date shall have the  meanings  set forth in Schedules 2 and 2-A to
Lease Supplement No. 1 to the Lease.

     Abatements shall have the meaning set forth in Section 7 of the Lease.

     Acceptance  Date shall mean the date (which date shall be no later than the
date  designated  as the  "Last  Acceptance  Date"  on  Schedule  No. 2 to Lease
Supplement No. 1) on which Lessee  irrevocably and  unconditionally  accepts the
Aircraft for lease under the Lease as evidenced by the execution and delivery of
Lease Supplement No. 1 relating thereto dated such date.

     Additions  shall have the meaning set forth in the  Maintenance  and Return
Addendum hereto.

     Adjusted  Interest Rate shall have the meaning set forth on Schedule 2-A to
Lease Supplement No. 1.

     Administrative  Charge  shall mean an amount  equal to five percent (5%) of
the amount payable to which such charge applies.

     Alterations  shall have the meaning set forth in the Maintenance and Return
Addendum hereto.

     Aircraft  shall mean (i) the Airframe,  (ii) the Engines,  and (iii) to the
extent  applicable,  the Records,  and all accessories,  additions,  accessions,

<PAGE>

alterations,  modifications,  Parts,  repairs and  attachments  now or hereafter
affixed  thereto  or  used  in  connection  therewith,   and  all  replacements,
substitutions and exchanges (including trade-ins) for any of the foregoing..

     Airframe  shall mean (i) the Aircraft  described in Schedule No. 1 to Lease
Supplement  No. 1, and shall not  include the Engines and (ii) any and all Parts
from time to time incorporated in, installed on or attached to such Aircraft and
any and all Parts removed therefrom so long as title thereto shall remain vested
in Lessor in accordance  with the  applicable  terms of this Lease after removal
from the Aircraft.

     Basic Rent shall have the meaning set forth in Section 3 of the Lease.

     Basic Term shall mean the number of months set forth on  Schedule  No. 2 to
Lease Supplement No. 1.

     Business Day shall mean any day other than a Saturday,  Sunday or other day
on which banks located in Stamford,  Connecticut are closed or are authorized to
close.

     Casualty  Value for any Basic Rent Date  shall be the  amount  equal to the
Lessor's  Cost  multiplied  by the factor set forth on  Schedule  No. 3 for such
Basic  Rent Date  except  that,  in the case of an Event of Loss  covered by the
insurance  covering loss or damage to the Aircraft  required to be maintained by
Lessee  pursuant  to the  Lease  (or  which  would  have  been  covered  by such
insurance, had such insurance been maintained as required), Casualty Value shall
mean the higher of Fair Market Value or the amount  equal to the  Lessor's  Cost
multiplied by the factor set forth on Schedule No. 3 to Lease Supplement No. 1.

     Claims shall have the meaning set forth in Section 11 of the Lease.

     Closing  Documents  shall mean the  documents  identified  as such on Lease
Supplement No. 2 and such other documents as Lessor shall consider  necessary or
advisable  in order to convey to Lessor  title to the  Aircraft as  contemplated
under the Lease, which documents shall be in form and substance  satisfactory to
Lessor.

     Default  shall  mean an event or  circumstance  which,  after the giving of
notice or lapse of time, or both, would become an Event of Default.

     Engine  shall mean (i) each of the engines and,  the  auxiliary  power unit
described and listed by manufacturer's serial numbers in Schedule No. 1 to Lease
Supplement No. 1 and currently  installed on the Airframe  covered by such Lease
Supplement,  whether or not  thereafter  installed on such Airframe or any other
airframe from time to time;  (ii) any engine and/or  auxiliary  power unit which
may from time to time be substituted,  pursuant to the applicable  terms of this
Lease,  for an  Engine  leased  hereunder  and  (iii) in each  case set forth in
clauses (i) and (ii) hereof, with any and all Parts incorporated in or installed
on or attached to such Engine, engine and/or auxiliary power unit or any and all
Parts  removed  therefrom so long as Lessor shall retain an interest  therein in
accordance  with the  applicable  terms of this Lease  after  removal  from such
Engine.  The term "Engines" means, as of any date of determination,  all Engines
leased hereunder.

     Event of  Default  shall  have the  meaning  set forth in Section 13 of the
Lease.
<PAGE>

     Event of Loss with  respect to the  Aircraft,  the  Airframe  or any Engine
shall mean any of the following events with respect to such property (i) loss of
such  property  or the use  thereof  due to theft,  disappearance,  destruction,
damage beyond repair or rendition of such property  permanently unfit for normal
use for any reason whatsoever; (ii) any damage to such property which results in
an insurance  settlement  with respect to such  property on the basis of a total
loss or constructive total loss; (iii) the condemnation, confiscation or seizure
of,  or  requisition  of title  to or use of,  such  property  by the act of any
government  (foreign  or  domestic)  or of any state or local  authority  or any
instrumentality  or agency of the foregoing  ("Requisition  of Use");  (iv) as a
result of any rule, regulation, order or other action by any government (foreign
or domestic) or governmental body (including, without limitation, the FAA or any
similar foreign governmental body) having jurisdiction, the use of such property
shall have been prohibited,  or such property shall have been declared unfit for
use, for a period of six (6)  consecutive  months,  unless Lessee,  prior to the
expiration of six-month period, shall have undertaken and, in the opinion of the
Lessor,  shall be diligently  carrying  forward all steps which are necessary or
desirable to permit the normal use of such  property by Lessee or, in any event,
if use shall have been  prohibited,  or such  property  shall have been declared
unfit for use, for a period of twelve (12) consecutive  months; (v) with respect
to an Engine,  the removal  thereof  from the  Airframe  for a period of six (6)
consecutive months or longer,  whether or not such Engine is operational or (vi)
an Engine is returned to the  Manufacturer,  other than for  modification in the
event of patent infringement or for repair or replacement (any such return being
herein  referred  to as a "Return to  Manufacturer").  The date of such Event of
Loss  shall  be the  date of such  theft,  disappearance,  destruction,  damage,
Requisition  of Use,  prohibition,  unfitness  for use  for the  stated  period,
removal for the stated period or Return to  Manufacturer.  An Event of Loss with
respect to the  Aircraft  shall be deemed to have  occurred  if an Event of Loss
occurs with respect to the Airframe. An Event of Loss with respect to any Engine
shall not, without loss of the Airframe, be deemed an Event of Loss with respect
to the Aircraft.

     FAA shall mean the United States Federal Aviation Administration and/or the
Administrator  of the Federal  Aviation  Administration  and the  Department  of
Transportation,  or any  person,  governmental  department,  bureau,  authority,
commission or agency succeeding the functions of any of the foregoing.

     FAA Counsel shall mean McAfee & Taft, Two Leadership  Square,  Tenth Floor,
211 North  Robinson,  Oklahoma City,  Oklahoma  73102,  or such other counsel as
Lessor may designate.

     FAR  shall  mean the  regulations  of the FAA  contained  in 14 CFR Parts 1
through 199.

     Fair Market Value shall mean the amount which would be obtained in an arm's
length transaction  between an informed and willing buyer-user or lessee, as the
case may be, (who is neither a lessee in possession nor a used equipment dealer)
and an  informed  and  willing  seller or lessor,  as the case may be,  under no
compulsion to sell or lease, as the case may be, and in such determination costs
of removal of the Aircraft from its then location  shall not be a deduction from
such  amount and it shall be assumed  (whether or not the same be true) that the
Aircraft has been maintained in accordance with the provisions of this Lease and
would have been returned to Lessor in compliance with the requirements hereof.

     Impositions shall have the meaning set forth in Section 8 of the Lease.
<PAGE>

     Late  Payment  Rate shall mean the lesser of a rate equal to 1.5% per month
or the highest rate permitted by applicable  law. The Late Payment Rate shall be
computed on the basis of a 360 day year and a 30 day month.

     Lease Documents shall mean the Lease,  the Lease Guaranties and any and all
other  instruments,  documents  and  agreements  now or  hereafter  executed and
delivered by Lessee,  either Lease  Guarantor or any other Person at any time in
connection with the Lease.

     Lease Guaranties shall mean the Guaranties dated as of the date hereof,  by
Lease Guarantors in favor of Lessor.

     Lease Guarantors shall mean DriveTime  Automotive  Group,  Inc., a Delaware
corporation,   and  DriveTime   Sales  And  Finance   Corporation,   an  Arizona
corporation.

     Lease Supplement shall mean a supplement to the Lease to be entered into as
of the  Acceptance  Date  by  Lessor  and  Lessee,  which  supplement  shall  be
substantially  in the form as  attached  to the Lease and  identified  as either
Lease  Supplement No. 1 or Lease  Supplement No. 2 both of which are attached to
the Lease and made a part thereof.

     Lessor's  Cost shall have the meaning set forth in Schedule  No. 2 to Lease
Supplement No. 1 to the Lease.

     Lessor's  Liens  shall mean any Liens  created  or  granted by Lessor  with
respect to Lessor's  purchase or financing  of the  Aircraft or  resulting  from
claims against Lessor not related to Lessor's ownership of the Aircraft.

     Lien of Secured Party shall mean that certain security interest,  mortgage,
collateral  assignment and other related rights and interests granted to Secured
Party with respect to the Lease,  the Aircraft  and other  collateral  under the
Loan Agreement.

     Liens shall mean all liens, charges,  security interests,  and encumbrances
of every nature and description whatever,  including, without limitation, liens,
charges, security interests and encumbrances with respect to Impositions, (other
than  Lessor's  Liens) and rights of third parties  under  management,  pooling,
interchange, overhaul, repair or other similar agreements or arrangements.

     Liquidated Damages shall mean the liquidated damages (which damages, Lessee
hereby acknowledges, are damages to be paid in lieu of future Basic Rent and are
reasonable  in light of the  anticipated  harm  arising by reason of an Event of
Default,  and  are not a  penalty)  in a  stipulated  amount  calculated  as the
Casualty Value of the Aircraft  (determined as of the next Basic Rent Date after
the date of the  occurrence of the subject Event of Default),  together with all
other Rent due hereunder as of such  determination  date.  If Lessor  eventually
recovers and sells the Aircraft,  any proceeds of such disposition by Lessor, to
the extent received in good and indefeasible  funds,  shall be applied by Lessor
(A) first, to pay all costs,  charges and expenses,  payable pursuant to Section
14, (B)  second,  to pay to Lessor an amount  equal to any  unpaid  Rent due and
payable,  together with the liquidated  damage amounts  specified herein, to the
extent not previously paid, (C) third, to pay to Lessor any interest accruing on

<PAGE>

the amounts covered by the preceding clauses, at the Late Payment Rate, from and
after the date the same  become due and  payable  pursuant  to the terms  hereof
through  the date of  payment,  and (D)  fourth,  to  reimburse  Lessee for such
amounts to the extent paid by Lessee as liquidated  damages  pursuant hereto (up
to the amount of the Casualty Value calculated as provided  herein).  Any amount
remaining  thereafter  shall be  retained  by Lessor  as owner of the  Aircraft.
Lessor shall have no  obligation to make any of the  remittances  to Lessee that
are  contemplated in any part of this definition if Lessor has paid such amounts
to any guarantor or other Person having a right of  subrogation  with respect to
such amounts, or such guarantor or other Person has demanded the payment of such
amount.

     Loan  Agreement  shall  mean  that  certain  Loan  and  Aircraft   Security
Agreement,  dated as of the Acceptance  Date,  together with all supplements and
attachments thereto, entered into between Secured Party and Lessor.

     Loan  Documents  shall have the  meaning set forth in Exhibit A of the Loan
Agreement.

     Loan Event of Default shall mean each of the events  described in Section 6
of the Loan Agreement as an "Event of Default".

     Manufacturer  shall mean the manufacturers  identified on Schedule No. 1 to
Lease Supplement No. 1 to the Lease and their respective successors and assigns.

     Operational  Control shall have the meaning given to that term in Part 1 of
the FAR.

     Parts   shall   mean  all   appliances,   avionics,   parts,   instruments,
appurtenances,  accessories,  furnishings and other equipment of whatever nature
(other  than  additions  or  complete  Engines)  that may  from  time to time be
incorporated  or  installed  in or attached to the Airframe or any Engine or any
and  all  such  appliances,   avionics,   parts,   instruments,   appurtenances,
accessories, furnishings and other equipment removed therefrom so long as Lessor
or  Secured  Party  shall  retain an  interest  therein in  accordance  with the
applicable terms of this Lease after removal.

     Permitted  Liens  shall  mean (a) the  respective  rights of  others  under
agreements or arrangements to the extent expressly provided and permitted by the
terms of  Section 12 of the Lease,  (b)  Lessor's  Liens and (c) Liens for taxes
either  not yet due or being  contested  by  Lessee in good  faith and  inchoate
materialmen's,  mechanic's,  workmen's,  repairmen's,  employee's  or other like
Liens  arising in the  ordinary  course of  business  of Lessee for sums not yet
delinquent  or being  contested  in good  faith  (and for the  payment  of which
adequate  assurances  and/or  security  have,  in Lessor's sole  judgment,  been
provided  to Lessor)  with due  diligence  and by  appropriate  proceedings,  if
counsel for Lessor shall have determined in its sole opinion that the nonpayment
of any such tax or Lien or the contest of any such  payment in such  proceedings
does not and will not adversely affect the title, property or rights of Lessor.

     Person  shall  mean  any  individual,  partnership,   corporation,  limited
liability company,  trust,  association,  joint venture, joint stock company, or
non-incorporated organization or government or any department or agency thereof,
or any other entity of any kind whatsoever.

     Pilot in Command  shall have the  meaning  given that term in part 1 of the
FAR.
<PAGE>

     Records  shall mean any and all logs,  manuals,  certificates  and date and
inspection,  modification,  maintenance,  engineering,  technical  and  overhaul
records  (including  all  computerized  data,  records and materials of any kind
whatsoever) with respect to the Aircraft,  including,  without  limitation,  all
records required to be maintained by the FAA or any other governmental agency or
authority having  jurisdiction  with respect to the Aircraft or any Manufacturer
or  Supplier  of  the  Aircraft  (or  any  part  thereof)  with  respect  to the
enforcement of warranties or otherwise,  which Records shall be at all times the
property of the Lessor after the Acceptance Date.

     Rent shall have the meaning set forth in Section 3 of the Lease.

     Requisition  of Use shall have the  meaning  set forth in the Event of Loss
definition contained herein.

     Return to  Manufacturer  shall have the  meaning  set forth in the Event of
Loss definition contained herein.

     SEC shall mean the Securities and Exchange Commission.

     Secured Note shall mean that certain Promissory Note executed and delivered
by Lessor to and in favor of Secured Party pursuant to the Loan Agreement.

     Secured  Party shall mean General  Electric  Capital  Corporation,  and its
successors and assigns.

     Supplemental  Rent  shall  have the  meaning  set forth in Section 3 of the
Lease.

     Supplier  shall mean the  "Supplier"  or  "Suppliers",  as the case may be,
identified  as such on  Schedule  No. 1 to  Lease  Supplement  No.  1 and  their
respective successors and assigns.

     Term shall mean the Basic Term together  with the period,  if any, from and
including the Acceptance Date through, but not including,  the Rent Commencement
Date.

     UCC shall mean the Uniform  Commercial  Code as in effect in the applicable
jurisdiction.

     Warranty  Bill of Sale shall mean a warranty  bill of sale as Lessor in its
sole discretion shall deem satisfactory.



<PAGE>


                             LEASE SUPPLEMENT NO. 1
                            (Acceptance Certificate)

     AIRCRAFT  LEASE dated as of October __, 2002,  (the "Lease") by and between
VERDE  CAPITAL   CORPORATION,   as  lessor  ("Lessor"),   and  DRIVETIME  CREDIT
CORPORATION, as lessee ("Lessee").

     (a) The Aircraft.

     Lessee hereby  acknowledges,  agrees and certifies that the Aircraft as set
forth and described in Schedule No. 1 hereto is in Lessee's possession, has been
inspected by Lessee to its complete satisfaction, has been found to be airworthy
and in good working order, repair and condition and fully equipped to operate as
required under applicable law for its purpose,  is of a size,  design,  capacity
and manufacture  selected by Lessee and suitable for Lessee's purposes,  and is,
as of the date set forth below, unconditionally,  irrevocably and fully accepted
by Lessee for lease under the Lease.  Lessee hereby further  unconditionally and
irrevocably  reaffirms its  acknowledgments  and  agreements  in the Lease.  All
capitalized  terms used herein which are not otherwise defined herein shall have
the meanings given to such terms in the Lease.

     (b) Representations by Lessee.

     Lessee hereby represents and warrants to Lessor that on the date hereof:

          (1) The  representations  and  warranties  of Lessee  set forth in the
     Lease and all certificates and opinions  delivered in connection  therewith
     were true and correct in all respects when made and are true and correct as
     of the date hereof,  with the same force and effect as if the same had been
     made on this date.

          (2) Lessee has satisfied or complied with all conditions precedent and
     requirements  as set forth in the Lease  and  Lease  Supplements  which are
     required to be or to have been  satisfied  or complied  with on or prior to
     the date thereof.

          (3) No Default or Event of Default under the Lease has occurred and is
     continuing on the date hereof.

          (4) Lessee has obtained,  and there are in full force and effect, such
     insurance  policies  with  respect to the  Aircraft  as are  required to be
     obtained under the terms of the Lease.

          (5) Lessee has furnished no equipment  for the Aircraft  other than as
     stated  on  Schedule  No. 1 hereto  or  permitted  as an  Addition  thereto
     pursuant to the Lease.

          (6) The facts, terms, information,  description and costs set forth in
     the attached Schedules No. 1, No. 2 and No. 2-A hereto are true,  complete,
     accurate and correct.

          (7) The Lease shall be deemed a "finance  lease" under Section  2A-103
     (g) of the UCC.

          Date of  unconditional,  irrevocable  and final  acceptance by Lessee:
     ________, 2002.
<PAGE>

     IN WITNESS  WHEREOF,  Lessee has caused this Lease  Supplement  No. 1 to be
duly executed by its officer thereunto duly authorized.


                                      DRIVETIME CREDIT CORPORATION


                                      By: _____________________

                                      Title: __________________

                                      Date: ___________________





<PAGE>


                                 SCHEDULE NO. 1

                                       TO

                             LEASE SUPPLEMENT NO. 1


Description of Aircraft

1988 Canadair Ltd. Model  CL-600-2B16  Challenger 601-3A aircraft which consists
of the following components:

     (a)  Airframe  bearing  FAA  Registration  Mark  N601NB and  manufacturer's
          serial number 5024.

     (b)  Two (2) General Electric CF34-3A engines bearing manufacturer's serial
          numbers  350266  and  350280,  (each  of which  has 750 or more  rated
          takeoff horsepower or the equivalent of such horsepower).

     (c)  Standard  accessories  and  optional  equipment  and such other  items
          fitted or installed  on the  Aircraft and as may be more  particularly
          described hereinafter:

          See Schedule A which is attached hereto and made a part hereof.

     (d)  Those items of Lessee furnished  equipment described in a bill of sale
          or bills of sale  therefor  (copies of which may be appended  hereto),
          delivered  by  Lessee  to  Lessor  which  constitute   appliances  and
          equipment which will be installed on the Aircraft.

     (e)  One  (1)  Garrett   GTCP   36-100E   auxiliary   power  unit   bearing
          manufacturer's serial number P312.



          Manufacturer of Airframe:      Bombardier Aerospace Corporation
          Manufacturer of Engines:       General Electric
          Supplier:                      G.M.C. Holdings, LLC


<PAGE>


                                  SCHEDULE A TO

                                SCHEDULE NO. 1 TO

                             LEASE SUPPLEMENT NO. 1

1988 CHALLENGER 601-3A

Reg. No. N601NB Serial No. 5024

SPECIFICATIONS October 1, 2002

     o    Airframe: 4138 Hours since New
     o    3939 Landings

Engines:
2394 TSN. ....415 TSHOT (100% EMS)...3861 Time to O'haul (62% EMS)
4138 TSN...1490 TSHOT (100% EMS)...1192 Time to O'haul (38% EMS)
APU: Garrett GTCP 36-100E SNo. P312...2531 TSN...ON EMS Complete (100%)

Avionics:

     o    Dual Collins VIR-22D Comms w/8.33 & FM Immunity
     o    Dual Collins VHF-32 Navs
     o    Dual Collins DME-42s
     o    Dual Collins ADF-462s
     o    Dual Collins TDR-94Ds
     o    Honeywell EDZ-800 EFIS
     o    Honeywell Primus 650 Color Radar
     o    Honeywell DFZ-800 Autopilot System
     o    Dual Honeywell AZ-810 Digital Airdata Computers
     o    Sundstrand CVR A100 and FDR F800
     o    Dual Collins HF 9030s w/Dual Selcal
     o    Dual Honeywell Laseref II IRS'
     o    Dual Honeywell NZ 2000 FMS'
     o    Dual Honeywell 12 Channel GPS'
     o    Honeywell TCAS 2000 w/Change 7
     o    Honeywell AFIS
     o    Allied Signal EGPWS

Features:

     o    RVSM, MNPS
     o    RNP 5, RNP 10
     o    Magnastar C-2000 Flite Fone
     o    Serpintine Blades
     o    4200/600/300/100  Hour  Inspections  @ 4129.6  Total Time - September,
          2002 by Gulfstream
     o    6/12/36/60/180 Month Inspections @ 4129.6 Total Time - September, 2002
          by Gulfstream
<PAGE>

Interior:
10/12 Passenger interior with a forward four place club in charcoal leather, aft
two place club in black  leather and a four place divan in  cream/black  fabric.
Second divan is interchangeable  with two place club.  Headliner & dado in cream
ultrasuede,  604 "S" galley,  microwave,  aft 604 lav.  Flat screen tv, vcr, cd,
airshow 400. 1998 "8".

Exterior: Overall white w/royal blue and gold stripes 1997 "8".




<PAGE>




                                 SCHEDULE NO. 2

                                       TO

                             LEASE SUPPLEMENT NO. 1
<TABLE>
<CAPTION>

Financial Terms
---------------

<S>                                                          <C>
Rent Commencement Date:                                      November 1, 2002

Basic Rent Dates:                                            60 months commencing with the Rent Commencement Date
                                                             through and including the Expiration Date

Basic Rent Dates:                                            the 1st day of each and every calendar month from and
                                                             including the First Basic Rent Date through and
                                                             including the Last Basic Rent Date

First Basic Rent Date:                                       December 1, 2002

Last Basic Rent Date:                                        November 1, 2007

Expiration Date                                              November 1, 2007

Lessee's Exact Legal Name                                    DriveTime Credit Corporation

Lessee's Organizational
Identification Number:                                       86-0677984

Lessee's Chief Executive Offices and Principal Place of      4020 E. Indian School Road
Business:                                                    Suite A
                                                             Phoenix, AZ 85018

Primary Hangar Location:                                     Phoenix Sky Harbor International Airport
                                                             c/o Cutter Aviation
                                                             2802 East Old Tower Road
                                                             Phoenix, Arizona 85034

Acceptance Date:                                             October __, 2002

Last Acceptance Date:                                        October __, 2002

Date of Last Financial Statements:                           June 30, 2002

Lessor's Cost:                                               $9,500,000.00
</TABLE>


<PAGE>


                                SCHEDULE NO. 2-A

                                       TO

                             LEASE SUPPLEMENT NO. 1

Financial Terms (continued)



Daily Lease Rate:                                            .036445%

Permitted Deductible:                                        $0 per occurrence

Estimated Annual Hours:                                      500

Basic Rent:                                                  $150,000


                                                             Initials:

                                                             Lessee: _______

                                                             Lessor: _______



<PAGE>


                                SCHEDULE NO. 2-A

                                       TO

                             LEASE SUPPLEMENT NO. 1
<TABLE>
<CAPTION>

(continued)

<S>        <C>                                             <C>
           PAYMENT DATE                                    PRINCIPAL INSTALLMENT
           ------------                                    ---------------------

             10/30/2002                                            $        0.00
              11/1/2002                                            $        0.00
              12/1/2002                                            $   64,601.44
               1/1/2003                                            $   64,868.47
               2/1/2003                                            $   65,136.58
               3/1/2003                                            $   65,405.82
               4/1/2003                                            $   65,676.16
               5/1/2003                                            $   65,947.62
               6/1/2003                                            $   66,220.21
               7/1/2003                                            $   66,493.91
               8/1/2003                                            $   66,768.76
               9/1/2003                                            $   67,044.74
              10/1/2003                                            $   67,321.85
              11/1/2003                                            $   67,600.12
              12/1/2003                                            $   67,879.53
               1/1/2004                                            $   68,160.10
               2/1/2004                                            $   68,441.82
               3/1/2004                                            $   68,724.72
               4/1/2004                                            $   69,008.79
               5/1/2004                                            $   69,294.02
               6/1/2004                                            $   69,580.43
               7/1/2004                                            $   69,868.03
               8/1/2004                                            $   70,156.83
               9/1/2004                                            $   70,446.80
              10/1/2004                                            $   70,737.98
              11/1/2004                                            $   71,030.37
              12/1/2004                                            $   71,323.96
               1/1/2005                                            $   71,618.76
               2/1/2005                                            $   71,914.79
               3/1/2005                                            $   72,212.04
               4/1/2005                                            $   72,510.51
               5/1/2005                                            $   72,810.22
               6/1/2005                                            $   73,111.17
               7/1/2005                                            $   73,413.37
               8/1/2005                                            $   73,716.81
               9/1/2005                                            $   74,021.50
              10/1/2005                                            $   74,327.46
              11/1/2005                                            $   74,634.67
              12/1/2005                                            $   74,943.17

<PAGE>

               1/1/2006                                            $   75,252.94
               2/1/2006                                            $   75,563.98
               3/1/2006                                            $   75,876.31
               4/1/2006                                            $   76,189.93
               5/1/2006                                            $   76,504.85
               6/1/2006                                            $   76,821.07
               7/1/2006                                            $   77,138.60
               8/1/2006                                            $   77,457.43
               9/1/2006                                            $   77,777.60
              10/1/2006                                            $   78,099.07
              11/1/2006                                            $   78,421.89
              12/1/2006                                            $   78,746.03
               1/1/2007                                            $   79,071.51
               2/1/2007                                            $   79,398.34
               3/1/2007                                            $   79,726.52
               4/1/2007                                            $   80,056.06
               5/1/2007                                            $   80,386.95
               6/1/2007                                            $   80,719.22
               7/1/2007                                            $   81,052.86
               8/1/2007                                            $   81,387.88
               9/1/2007                                            $   81,724.29
              10/1/2007                                            $   82,062.07
              11/1/2007                                            $5,193,591.07



                                  RENEWAL TERM

           PAYMENT DATE                                    PRINCIPAL INSTALLMENT
           ------------                                    ---------------------

              12/1/2007                                            $   84,120.86
               1/1/2008                                            $   84,445.86
               2/1/2008                                            $   84,772.12
               3/1/2008                                            $   85,099.64
               4/1/2008                                            $   85,428.42
               5/1/2008                                            $   85,758.48
               6/1/2008                                            $   86,089.80
               7/1/2008                                            $   86,422.41
               8/1/2008                                            $   86,756.31
               9/1/2008                                            $   87,091.49
              10/1/2008                                            $   87,427.98
              11/1/2008                                            $   87,765.75
              12/1/2008                                            $   88,104.83
               1/1/2009                                            $   88,445.23
               2/1/2009                                            $   88,786.94
               3/1/2009                                            $   89,129.96
               4/1/2009                                            $   89,474.33
               5/1/2009                                            $   89,820.00
               6/1/2009                                            $   90,167.03

<PAGE>

               7/1/2009                                            $   90,515.39
               8/1/2009                                            $   90,865.10
               9/1/2009                                            $   91,216.15
              10/1/2009                                            $   91,568.57
              11/1/2009                                            $ ,091,922.35
</TABLE>




                                                             Initials:

                                                             Lessee: _________

                                                             Lessor: _________




<PAGE>


                             SCHEDULE NO. 3 TO LEASE

                                SUPPLEMENT NO. 1

                                 CASUALTY VALUES

     The  Casualty  Value of the  Aircraft  for any Basic  Rent Date shall be an
amount equal to the Lessor's Cost  multiplied  by the factor set forth  opposite
the rental payment number due on such Basic Rent Date.  Upon the exercise of any
option  to renew  the Term by  Lessee,  Lessor  shall  provide  to  Lessee a new
Schedule No. 3 to Lease  Supplement No. 1 setting forth the Casualty  Values for
the Renewal Term.

<TABLE>
<CAPTION>

   BASIC                                      BASIC
   RENT                     CASUALTY          RENT             CASUALTY
   DATE                       VALUE           DATE               VALUE
   ------                  ----------      ----------         ----------

   <S>                     <C>             <C>                <C>
   Dec-02                     106.222          Jun-05             83.009
   Jan-03                     105.490          Jul-05             82.188
   Feb-03                     104.756          Aug-05             81.363
   Mar-03                     104.019          Sep-05             80.536
   Apr-03                     103.280          Oct-05             79.705
   May-03                     102.537          Nov-05             78.871
   Jun-03                     101.792          Dec-05             78.034
   Jul-03                     101.043          Jan-06             77.193
   Aug-03                     100.292          Feb-06             76.349
   Sep-03                      99.538          Mar-06             75.502
   Oct-03                      98.781          Apr-06             74.652
   Nov-03                      98.021          May-06             73.798
   Dec-03                      97.258          Jun-06             72.941
   Jan-04                      96.492          Jul-06             72.081
   Feb-04                      95.723          Aug-06             71.217
   Mar-04                      94.952          Sep-06             70.350
   Apr-04                      94.177          Oct-06             69.479
   May-04                      93.399          Nov-06             68.606
   Jun-04                      92.618          Dec-06             67.728
   Jul-04                      91.834          Jan-07             66.848
   Aug-04                      91.048          Feb-07             65.963
   Sep-04                      90.258          Mar-07             65.076
   Oct-04                      89.465          Apr-07             64.185
   Nov-04                      88.669          May-07             63.290
   Dec-04                      87.869          Jun-07             62.392
   Jan-05                      87.067          Jul-07             61.491
   Feb-05                      86.262          Aug-07             60.585
   Mar-05                      85.453          Sep-07             59.677
   Apr-05                      84.642          Oct-07             58.765
   May-05                      83.827          Nov-07             57.850


                                                             Initials:

                                                             Lessee: _________

                                                             Lessor: _________

</TABLE>


<PAGE>


                                  RENEWAL TERM

The  Casualty  Value of the  Aircraft for any Basic Rent Date shall be an amount
equal to the  $5,111,195.00  multiplied  by the  factor set forth  opposite  the
rental  payment  number due on such Basic Rent Date.  Upon the  exercise  of any
option  to renew  the Term by  Lessee,  Lessor  shall  provide  to  Lessee a new
Schedule No. 3 to Lease  Supplement No. 1 setting forth the Casualty  Values for
the Renewal Term.

   BASIC                                      BASIC
   RENT                    CASUALTY           RENT             CASUALTY
   DATE                      VALUE            DATE              VALUE
   ----                    ----------      ----------         ----------
   Dec-07                     105.114
   Jan-08                     103.342
   Feb-08                     101.563
   Mar-08                      99.778
   Apr-08                      97.987
   May-08                      96.189
   Jun-08                      94.385
   Jul-08                      92.574
   Aug-08                      90.757
   Sep-08                      88.933
   Oct-08                      87.102
   Nov-08                      85.265
   Dec-09                      83.421
   Jan-09                      81.571
   Feb-09                      79.714
   Mar-09                      77.850
   Apr-09                      75.979
   May-09                      74.102
   Jun-09                      72.218
   Jul-09                      70.327
   Aug-09                      68.429
   Sep-09                      66.525
   Oct-09                      64.613
   Nov-09                      62.700




                                                             Initials:

                                                             Lessee: _________

                                                             Lessor: _________
<PAGE>

                             LEASE SUPPLEMENT NO. 2
                                 (Closing Terms)

     AIRCRAFT  LEASE dated as of October __, 2002,  (the "Lease") by and between
VERDE  CAPITAL   CORPORATION,   as  lessor  ("Lessor"),   and  DRIVETIME  CREDIT
CORPORATION,  as lessee ("Lessee").  All capitalized terms used herein which are
not otherwise  defined herein shall have the meanings given to such terms in the
Lease.

Aircraft Documents:

     On or prior to the Acceptance Date, the following  Aircraft  Documents have
been delivered to Secured Party or Lessor, as determined by Secured Party:

     1. A copy of the  Standard  Airworthiness  Certificate  (FAA  Form  8100-2)
issued by the FAA for the Aircraft.

     2.   Certificates,   executed  by  the   secretary   or  other   authorized
representative for each of the Lessee and Lease Guarantors certifying:  (A) that
execution, delivery and performance of this Lease, the Lease Guaranties, and all
ancillary documentation and the entrance by Lessee and Lease Guarantors into the
transactions  contemplated  hereby and thereby have been  authorized and (B) the
names of the persons  authorized to execute and deliver such documents on behalf
of Lessee and Lease Guarantors, as applicable, together with specimen signatures
of such person.

     3. A certificate  of insurance as to the coverage  required under the Lease
accompanied, if requested by Lessor or Secured Party, by the applicable policies
and reports of  insurance  brokers or  underwriters  pursuant  thereto as to the
conformity of such coverage with such requirements.

     4. Evidence that FAA Counsel has received in escrow:  (A) such documents as
are necessary,  in the opinion of Lessor's or Secured Party's counsel and/or FAA
Counsel to vest good title to the Aircraft in the name of Lessor, and to perfect
and give first priority to the Lien of Secured Party and (B) executed duplicates
of the  Lease,  all  Riders  hereto  requiring  separate  execution,  and  Lease
Supplements  No. 1 and 2, all the  foregoing  (except for the  Warranty  Bill of
Sale) being in proper form for filing with the FAA.

     5. UCC  financing  statements  executed  by  Lessee,  with  respect  to the
Aircraft and the  Collateral  (and,  where needed,  assignment,  release  and/or
termination  statements  with  respect  to UCC  financing  statements  of record
evidencing an interest in the Aircraft  and/or  Collateral)  in all places which
are, in Lessor's or Secured Party's opinion, necessary or appropriate to protect
Lessor's interest therein.

     6. An opinion of FAA Counsel  satisfactory  to Lessor and to Secured  Party
that title to the  Airframe is vested in Lessor,  Secured  Party has a valid and
perfected  interest in the Lease and the Aircraft and other collateral  securing
the  Indebtedness  and that the  Aircraft  (including,  without  limitation  the
Airframe and Engines) is free and clear of all other liens and  encumbrances  of
record.

     7. If requested by Lessor or Secured Party,  an opinion of counsel for each
of Lessee  and  Lease  Guarantors  in form and  substance  satisfactory  to such
requesting party.
<PAGE>

     8. If requested by Lessor or Secured Party,  certificates  of good standing
for Lessee and Lease  Guarantors from the states of their  organization  and the
states where the Primary Hangar Location,  chief executive offices and principal
places of business of Lessee and Lease Guarantors are located.

     9. The Lease Guaranties duly executed by the Lease Guarantors.

     10. Such other documents,  certificates and opinions,  and evidence of such
other matters, as Lessor,  Secured Party, Lessor's or Secured Party's respective
counsels or FAA Counsel may reasonably request.

Conditions Subsequent:

     On or subsequent to the Acceptance Date, but not later than the date of the
Aircraft's  first  flight  under the  leasehold  conveyed  herein,  Lessee shall
provide  written   confirmation  to  Lessor  that  copies  of  the  Registration
Application  and  Standard  Airworthiness   Certificate  (FAA  Form  AC  8100-2)
pertaining to the Aircraft have been properly placed on the Aircraft.

     In  addition,   if  the  Aircraft  is  more  than  12,500  pounds   maximum
certificated  takeoff weight,  prior to the date of the Aircraft's  first flight
under the Lease, Lessee shall provide Lessor with written confirmation that:

     1. a copy of the Lease,  including  Lease  Supplements No. 1 and No. 2, has
been properly placed on the Aircraft;

     2. a copy of the  Lease,  including  Lease  Supplements  No.  1 and  No.  2
thereto, was mailed,  within 24 hours following execution thereof, to the Flight
Standards Technical Division of the FAA; and

     3. Lessee has  notified  the FAA (such  notification  to have been given by
facsimile  transmission,  telephone  or in  person to the FAA  Flight  Standards
District Office nearest the airport where such flight will originate) concerning
the first  flight of the  Aircraft  under this Lease at least 48 hours  prior to
takeoff.


<PAGE>


     IN WITNESS  WHEREOF,  effective as of October __, 2002,  the parties hereto
have each  caused  this  Lease  Supplement  No. 2 to be duly  executed  by their
respective officers, thereunto duly authorized.

                                         VERDE CAPITAL CORPORATION

                                         By: _________________________

                                         Name: _______________________

                                         Title: Banking Officer


                                         DRIVETIME CREDIT CORPORATION

                                         By: _________________________

                                         Name: _______________________

                                         Title: ______________________


<PAGE>


Special Tax Indemnity Rider ("Tax Rider") to Aircraft Lease (N610NB) dated as of
October __, 2002,  (the "Lease") by and between Verde  Capital  Corporation,  as
lessor ("Lessor"), and DriveTime Credit Corporation, as lessee ("Lessee").

     All  capitalized  terms used herein which are not otherwise  defined herein
shall have the meanings  given to such terms in the Lease.  Upon  execution  and
delivery  hereof,  this Tax Rider  shall be  deemed  to be a part of the  Lease.
Except as set forth herein, all of the terms and conditions of the Lease and any
supplements,  schedules,  addenda, exhibits or the like entered into pursuant to
the Lease remain in full force and effect.

     For  good and  valuable  consideration,  the  receipt  of  which is  hereby
acknowledged, the parties hereto hereby agree to amend the Lease by the addition
of the following provisions:

     (a) Assumed Tax Benefits.  In entering into the Lease and the  transactions
contemplated thereby, Lessor has assumed that it would be entitled, for Federal,
state and local income tax purposes,  to the tax benefits set forth in paragraph
(f) below (collectively  referred to as the "Assumed Tax Benefits").  Lessor has
also  assumed  that its  income  would be taxed  for  Federal,  state  and local
corporate income and franchise tax purposes at an effective combined tax rate of
__________% (the "Assumed Tax Rate").

     (b) Lessee's Tax  Representations  and  Warranties.  Lessee  represents and
warrants to Lessor that upon delivery and  acceptance of the Aircraft  under the
Lease and  throughout  the Term,  the Aircraft  will qualify for the Assumed Tax
Benefits  in the  hands of Lessor  and  Lessee  and each  member of any group of
corporations with which Lessee files consolidated, combined or unitary income or
franchise  tax returns will file such returns,  execute such  documents and take
such other action as the Lease may require or Lessor may  reasonably  request to
facilitate  the  realization  by  Lessor of the  assumptions  stated in this Tax
Rider.

     (c) Indemnity. If

          (A)  by reason of (i) any act or failure to act of Lessee  (regardless
               of  whether  any  such  act or  failure  to act is  permitted  or
               required  by the  terms of the  Lease or  otherwise)  or (ii) the
               breach  of or  inaccuracy  in law or in fact  of any of  Lessee's
               representations and warranties set forth in paragraph (b) of this
               Tax Rider or the breach of any of  Lessee's  representations  and
               warranties  set forth in the Lease,  any  certificate or document
               delivered  by  Lessee  in   connection   with  the  delivery  and
               acceptance of the Aircraft;

          (B)  for Federal,  foreign,  state or local income tax  purposes,  any
               item of income, loss or deduction with respect to the Aircraft is
               treated as derived  from, or allocable  to,  sources  outside the
               United States (whether or not any foreign income taxes imposed as
               a result thereof may be credited against Federal,  state or local
               income taxes of Lessor);

          (C)  there shall be included in  Lessor's  gross  income for  Federal,
               state or local  income tax  purposes any amount on account of any
               addition,  modification  or  improvement  to or in respect of the
               Aircraft made or paid for by Lessee;
<PAGE>

          (D)  there shall be included in  Lessor's  gross  income for  Federal,
               state or local  income tax purposes any amount in respect of Rent
               before such Rent has accrued under the terms of the Lease or

          (E)  as a  result  of any  change  in  the  Code  or  the  regulations
               promulgated   thereunder  or  any   administrative   or  judicial
               interpretations thereof, including,  without limitation, a change
               in one or more of the  marginal  tax rates taken into  account in
               computing  the Assumed  Tax Rate,  a change in any state tax law,
               the regulations  promulgated  thereunder or any administrative or
               judicial interpretations thereof,

Lessor  shall  lose,  shall  not  have the  right  to  claim  or shall  suffer a
disallowance  or  recapture  with  respect  to, or shall  receive  a lower  than
anticipated  economic benefit from, all or a portion of the Assumed Tax Benefits
with  respect to the  Aircraft  (any such  loss,  failure to have or loss of the
right to claim, disallowance, recapture, delay, treatment, inclusion or economic
detriment  referred to in any of the  foregoing  clauses (A) through (E) of this
paragraph (c) being hereinafter called a "Tax Loss"); Lessee shall pay to Lessor
at Lessor's option either: (i) an amount or amounts that, after reduction by the
net amount of all Federal,  state and local taxes  required to be paid by Lessor
with  respect to the  receipt of such amount or  amounts,  equals the  aggregate
additional  Federal,  state and local income taxes payable by Lessor as a result
of such Tax Loss plus an amount equal to any interest,  fines,  additions to tax
or penalties as a result of such Tax Loss or (ii)  additional Rent on each Basic
Rent Date in such  amounts  as are  necessary  to  maintain  Lessor's  after-tax
economic yield and overall net after-tax cash flow. The amount payable by Lessor
with respect to a Tax Loss shall be calculated  with the assumption  that Lessor
is subject to Federal, state and local tax at the Assumed Tax Rate. In the event
any indemnity payments shall be paid to Lessor under this Tax Rider with respect
to the Aircraft,  the Casualty  Value,  Upgrade  Option  Amount,  Early Purchase
Option Amount and/or Termination Amount, if applicable, of the Aircraft shall be
adjusted appropriately.

     (d) Consolidated Tax Returns;  Lessor's  Assigns.  For purposes of this Tax
Rider, the term "Lessor" will include the corporation  constituting  Lessor, its
successors in interest, each assignee and each of their respective successors in
interest and assigns and any Consolidated Group  (hereinafter  defined) of which
Lessor or any such assignee or any of their respective successors in interest or
assigns is, or may become a member,  and each member of such Consolidated  Group
and the term "Consolidated  Group" means an affiliated group (within the meaning
of Section 1504 of the Code) that files consolidated  returns for Federal income
tax purposes  and any group filing  combined,  unitary or  consolidated  returns
pursuant to the rules of any state taxing authority.

     (e) Miscellaneous. The indemnification obligations of Lessee under this Tax
Rider shall survive the expiration, cancellation or termination of the Lease and
the Term and shall remain in full force and effect until such time as Lessee has
no further  obligations of any kind  whatsoever  under the Lease.  Provided that
Lessee performs its indemnification obligations under this Tax Rider in a timely
manner,  Lessor shall have no additional remedies with respect to the occurrence
of a Tax Loss.

     (f) Assumed Tax Benefits. For purposes of this Tax Rider, the term "Assumed
Tax Benefits" shall mean the following:
<PAGE>

Cost Recovery Deductions:

          A.   Depreciation  Method:  (commencing in Lessor's taxable year which
               includes the  Acceptance  Date) 200%  declining  balance  method,
               switching to straight  line method for the first taxable year for
               which using the straight line method with respect to the adjusted
               basis  as of the  beginning  of such  year  would  yield a larger
               allowance.

          B.   Recovery Period: five years

          C.   Basis: 100% of Lessor's Cost.

     (g) Additional Definitions.  For purposes of this Tax Rider the term "Code"
shall mean the Internal Revenue Code of 1986, as amended.


                            (SIGNATURES ON NEXT PAGE)



<PAGE>


        IN WITNESS WHEREOF, the parties hereto have each caused this Tax Rider
to be duly executed by their respective officers, thereunto duly authorized.

                                         VERDE CAPITAL CORPORATION


                                         By: __________________________

                                         Name: ________________________

                                         Title: Banking Officer

                                         Date: _________________________





                                         DRIVETIME CREDIT CORPORATION

                                         By: ___________________________

                                         Name: _________________________

                                         Title: __________________________




<PAGE>


Insurance Addendum ("Insurance Addendum") to Aircraft Lease (N610NB) dated as of
October __, 2002,  (the "Lease") by and between Verde  Capital  Corporation,  as
lessor ("Lessor"), and DriveTime Credit Corporation, as lessee ("Lessee").

     All  capitalized  terms used herein which are not otherwise  defined herein
shall have the  meanings  given to such terms in the Lease.  Except as set forth
herein,  all of the terms  and  conditions  of the  Lease  and any  supplements,
schedules,  addenda,  exhibits or the like  entered  into  pursuant to the Lease
remain in full  force and  effect.  Execution  of the Lease by Lessee and Lessor
shall be  deemed  to  constitute  execution  and  acceptance  of the  terms  and
conditions  hereof,  whereupon this  Insurance  Addendum shall be deemed to be a
part of the Lease.

     The following provisions are hereby incorporated into the Lease:

Insurance.

     (a) Lessee  agrees to maintain at all times,  at its own cost and  expense,
with insurers of recognized responsibility reasonably satisfactory to Lessor and
Secured Party (but in no event having an A.M.  Best or comparable  agency rating
of less than "A-"):

          (i) (A) comprehensive aircraft and general liability insurance against
     bodily injury or property  damage  claims  including,  without  limitation,
     contractual  liability,   premises  damage,  public  liability,  death  and
     property damage liability,  public and passenger legal liability  coverage,
     and  sudden  accident  pollution  coverage,  in an  amount  not  less  than
     $100,000,000.00  for each single occurrence,  (B) personal injury liability
     in an amount  not less than  $25,000,000.00,  and (C) such  other  property
     damage insurance (exclusive of manufacturer's  product liability insurance)
     with respect to the  Aircraft as is of the type and in the amounts  usually
     carried by companies  engaged in the same or a similar  business as Lessee,
     similarly  situated with Lessee,  and owning or operating  similar aircraft
     and engines,  and that covers risks of the kind customarily insured against
     by such companies,

          (ii) "all-risk" ground,  taxing and flight hull insurance covering the
     Aircraft,  including  foreign  object damage,  fire and explosion  coverage
     resulting  from a collision,  cargo,  environmental  (limited to pollutants
     released  because of a crash or  collision of the Aircraft or related to an
     emergency causing abnormal  operation of the Aircraft),  damages resulting,
     from  ingestion  and  lightning  and  associated   electrical   damage  and
     comparable  insurance  with  respect to any Engines or Parts while  removed
     from  the  Aircraft,  and  with  respect  to any  engines  or  parts  while
     temporarily  installed on the Aircraft,  provided that such insurance shall
     at all  times be in an  amount  not less  than  the  Casualty  Value of the
     Aircraft (such amount  determined at the Rent Commencement Date and at each
     anniversary thereof for the next succeeding year throughout the Term).

          (iii)   war   risk  and   allied   perils   (including   confiscation,
     appropriation,  expropriation,  terrorism and  hijacking  insurance) in the
     amounts  required in  paragraphs  (i) and (ii),  as  applicable;  provided,
     however,  so long as war risk coverage with respect to the risks covered by
     paragraph (i) is not commercially available for the full amount required in
     paragraph  (i),  Lessee may obtain war risk  coverage  with respect to such
     risks  covered  in  paragraph  (i)  in  an  amount  that  is no  less  than
     $50,000,000.00.
<PAGE>

     (b) Lessor and Secured Party as Additional  Insureds;  Notice. Any policies
of insurance carried in accordance with this Insurance Addendum and any policies
taken out in  substitution  or  replacement  of any such  policies  (i) shall be
amended to name Lessor as the owner of the Aircraft and Lessor and Secured Party
as additional  insureds as their  respective  interests may  appear(but  without
responsibility  for  premiums),  (ii)  with  respect  to  insurance  carried  in
accordance with paragraphs  (a)(i) and (ii) of this Insurance  Addendum covering
the Aircraft,  shall provide that any amount  payable  thereunder  shall be paid
directly  to Lessor  as sole  loss  payee  thereof  (except  that so long as the
Secured  Note is  outstanding  and the Lien of the Loan  Agreement  has not been
discharged,  Lessor hereby irrevocably  directs, and the Lessee agrees, that any
and all amounts payable under the policies  required by this Insurance  Addendum
shall be paid  directly to the  Secured  Party,  as sole loss payee,  and not to
Lessor or Lessee jointly, or otherwise;  and, so long as no Event of Default has
occurred,  such  amounts  shall  be  disbursed  by  Lessor  to  Lessee  or other
appropriate  Persons in payment of the costs  actually  incurred with respect to
repairs  made to the  Aircraft  so as to restore it to the  operating  condition
required  by the M&R  Addendum,  or shall be  disbursed  by Lessor as  otherwise
required by the Lease),  (iii) shall provide for thirty (30) days written notice
by such insurer of cancellation,  change,  non-renewal or reduction,  (iv) shall
include a  severability  of interest  clause  providing  that such policy  shall
operate  in the same  manner as if there were a separate  policy  covering  each
insured, (v) waive any right of set-off against Lessee, Lessor or Secured Party,
and any  rights of  subrogation  against  Lessor or  Secured  Party,  (vi) shall
provide  that in respect  of the  interests  of Lessor or Secured  Party in such
policies,  the insurance  shall not be  invalidated by any action or inaction of
Lessee or any other Person operating or in possession of the Aircraft regardless
of any  breach  or  violation  of any  warranties,  declarations  or  conditions
contained  in such  policies  by or  binding  upon  Lessee or any  other  Person
operating or in  possession  of the  Aircraft,  and (vii) shall be primary,  not
subject to any  co-insurance  clause and shall be without right of  contribution
from any  other  insurance.  All of the  coverages  required  in this  Insurance
Addendum shall be in full force and effect worldwide throughout any geographical
areas to, in, or over which the  Aircraft  is  operated.  Lessee  agrees that it
shall obtain and maintain such other insurance  coverages,  or cause adjustments
to be made to the  scope,  amount or other  aspects  of the  existing  insurance
coverages,  promptly  upon Secured  Party's  request,  as and when Secured Party
deems such additional  insurance coverages or modifications to be appropriate in
light  of any  changes  in  Applicable  Law,  prudent  industry  practices,  the
insurance  market,  Lessee's  anticipated use of the Aircraft or other pertinent
circumstances.  Lessee shall  arrange for  appropriate  certification  as to the
satisfaction of the requirements  set forth above in this Insurance  Addendum to
be delivered to Lessor and Secured Party not later than the  Acceptance  Date by
each  such  insurer  or  underwriter   therefor,   which   certification   shall
specifically acknowledge that the insurance is in conformity with this Insurance
Addendum.  Notwithstanding  the foregoing,  Lessee shall promptly provide Lessor
and Secured Party with a copy of each policy of insurance  required hereunder if
it so requests.

     (d) Reports,  etc.  Annually on the  anniversary  of the  Acceptance  Date,
Lessee  shall  furnish  to Lessor and  Secured  Party an  insurance  certificate
evidencing that Lessee has obtained the insurance  coverages required hereby for
the twelve (12) month period  commencing from and after such  anniversary  date,
and if Lessor or  Secured  Party  shall so  request,  a copy of each  applicable
policy.  Lessee  will also advise  Lessor and Secured  Party in writing at least
thirty (30) days prior to the  expiration or  termination  date of any insurance

<PAGE>

carried  and  maintained  on or with  respect to the  Aircraft  pursuant to this
Section.  In the  event  Lessee  shall  fail to  maintain  insurance  as  herein
provided,  Lessor or Secured Party may, at its option,  provide such  insurance,
and Lessee  shall,  upon  demand,  reimburse  such  party for the cost  thereof,
together with interest at the Late Payment Rate from the date of payment through
the date of reimbursement.

     (e) Agreed Value. Anything herein to the contrary  notwithstanding,  at all
times  while the  Aircraft  is subject to this  Lease,  the  insurance  required
hereunder  shall be for an amount on an "agreed  value"  basis not less than the
Casualty Value.

     (f) No Right To  Self-Insure.  Lessee shall not self-insure (by deductible,
premium  adjustment,  or risk  retention  arrangement of any kind) the insurance
required to be  maintained  hereunder.  Lessee agrees to give Lessor and Secured
Party  prompt  notice of any  damage to or loss of,  the  Aircraft,  or any part
thereof.

     (g) Attorney-in Fact.  Effective upon the occurrence of an Event of Default
or Default,  Lessee irrevocably  appoints Secured Party (and any assignee),  its
attorney-in-fact  to act in  Lessee's  name and on its behalf to make,  execute,
deliver and file any instruments or documents,  settle, adjust, receive payment,
make claim or proof of loss,  endorse  Lessee's  name on any  checks,  drafts or
other  instruments  in payment of such  claims and to take any action as Secured
Party (and any such  assignee)  deems  necessary or appropriate to carry out the
intent of this Insurance  Addendum or any  agreements,  documents or instruments
related  thereto and to endorse  Lessee's  name on any  checks,  drafts or other
instruments in payment of claims. To the extent appropriate or permissible under
applicable  law,  such  appointment  is  coupled  with  an  interest,  shall  be
irrevocable and shall terminate only upon payment in full of the obligations set
forth in this Lease  and/or any  agreements,  documents or  instruments  related
thereto.



<PAGE>


Maintenance  and Return  Addendum  ("M&R  Addendum") to Aircraft  Lease (N601NB)
dated as of October  __,  2002,  (the  "Lease")  by and  between  Verde  Capital
Corporation,  as lessor ("Lessor"), and DriveTime Credit Corporation,  as lessee
("Lessee").

     All  capitalized  terms used herein which are not otherwise  defined herein
shall have the  meanings  given to such terms in the Lease.  Except as set forth
herein,  all of the terms  and  conditions  of the  Lease  and any  supplements,
schedules,  addenda,  exhibits or the like  entered  into  pursuant to the Lease
remain in full  force and  effect.  Execution  of the Lease by Lessee and Lessor
shall be  deemed  to  constitute  execution  and  acceptance  of the  terms  and
conditions  hereof,  whereupon this M&R Addendum shall be deemed to be a part of
the Lease.

     The following provisions are hereby incorporated into the Lease:

I. Maintenance of Aircraft.

     (a) Maintenance and Operation. During the Term, Lessee, at its own cost and
expense, shall (i) maintain,  inspect,  service,  repair,  overhaul and test the
Airframe and each Engine in accordance with the FAR,  FAA-approved  Instructions
for Continued Airworthiness,  and the Manufacturers'  recommended inspection and
maintenance  programs;  (ii) maintain (in the English  language) all Records and
(iii) promptly  furnish to Lessor such  information as may be required to enable
Lessor to file any reports required by any governmental authority as a result of
Lessor's  ownership  of  the  Aircraft.  All  maintenance  procedures  shall  be
performed in accordance with all FAA and Manufacturer's standards and procedures
by properly  trained,  U.S.  licensed,  and  certified  maintenance  sources and
maintenance  personnel  utilizing  replacement  parts approved by the FAA or the
Manufacturer,  so as to keep  the  Airframe  and  each  Engine  and Part in good
operating  condition,  ordinary wear and tear alone excepted,  and to enable the
airworthiness certificate for the Aircraft to be continually maintained.

     In the event any Engine is damaged or is being  inspected or overhauled and
provided no Event of Default or Default has occurred and is continuing,  Lessee,
at its option,  may substitute  another engine of the same make and model as the
Engine being repaired or overhauled  provided such Engine is approved by the FAA
and  the  manufacturer  of  the  Airframe  for  use on the  Aircraft  (any  such
substitute engine being hereinafter referred to as a "Loaner Engine") during the
period of such repair or overhaul and provided  further (x)  installation of the
Loaner Engine is performed by an FAA certificated  and  manufacturer  designated
maintenance  facility or mechanic with respect to an aircraft of the type of the
Aircraft,  (y) the  Loaner  Engine is removed  and the  repaired  or  overhauled
original  Engine is reinstalled on the Airframe  promptly upon completion of the
repair  or  overhaul  of the  original  Engine  but in no event  later  than the
expiration,  cancellation or earlier  termination of the Term and (z) the Loaner
Engine is free and clear of all Liens and is maintained in accordance herewith.

     (b) Additions,  Alterations and Replacement Parts. Lessee shall be entitled
from time to time  during the Term to acquire  and  install on the  Aircraft  at
Lessee's own cost and expense (and Lessor hereby  appoints Lessee to be Lessor's
agent for such  purpose,  so long as no Event of Default or Default has occurred
and is  continuing),  any  additional  accessory,  device or equipment as may be
available at such time  ("Additions") but only so long as such Additions (i) are
ancillary to the Aircraft; (ii) are not required to render the Aircraft complete
for its intended use by Lessee;  (iii) will not impair the  originally  intended

<PAGE>

function or use of the Aircraft or diminish  the value of the same;  (iv) can be
readily removed  without causing  material damage to the Aircraft and (v) in the
event that Lessee has executed a Special Tax  Indemnity  Rider to the Lease,  do
not result in a "Tax Loss" as such term is defined in such Special Tax Indemnity
Rider. All such additions shall become part of the Aircraft and shall be subject
to the  provisions of this Lease  throughout t the Term.  Title to each Addition
which is not  removed by Lessee  prior to the return of the  Aircraft  to Lessor
shall vest in Lessor upon such return and, so long as the  Indebtedness  remains
outstanding, subject to the Lien of the Secured Party.

     Any alteration or modification ("Alterations") with respect to the Aircraft
that may at any time during the Term be  required to comply with any  applicable
law or any governmental rule or regulation,  including,  without limitation, any
airworthiness  directives,  shall be made at the  expense  of  Lessee.  All such
Alterations  so made will become part of the  Aircraft,  the property of Lessor,
and subject to the terms of this Lease.

     Lessee, at its own cost and expense,  will promptly replace all Parts which
may from time to time become worn out, lost, stolen, taken,  destroyed,  seized,
confiscated,  requisitioned,  damaged beyond repair or  permanently  rendered or
declared unfit for use for any reason whatsoever.

     Lessee  shall  repair  all  damage  to  the  Aircraft  resulting  from  the
installation and removal of Additions,  Alterations  and/or replacement parts so
as to restore the Aircraft to its condition prior to installation, ordinary wear
and tear excepted.

     Alterations and/or replacement parts shall be deemed accessions,  and title
thereto shall be immediately  vested in Lessor,  and so long as the Indebtedness
remains  outstanding,  subject to the Lien of the Secured Party, without cost or
expense to Lessor or Secured Party.

     (c) Aircraft Marking.  Lessee agrees,  at its own cost and expense,  to (i)
cause the Airframe and the Engines to be kept numbered  with the  identification
or serial number therefor as specified in Schedule No. 1 to Lease Supplement No.
1 hereof;  (ii)  prominently  display on the Aircraft that "N" number,  and only
that "N" number,  specified in Schedule No. 1 to Lease  Supplement No. 1 or such
other "N" number as has been approved in writing by the Lessor and duly recorded
with the FAA;  (iii) notify  Lessor in writing  thirty (30) days prior to making
any change in the configuration, appearance or coloring of the Aircraft from the
time the  Aircraft  is  accepted  by Lessee  hereunder  (other  than  changes in
configuration  mandated by the FAA or changes  which are  reasonably  consistent
with the  configuration,  appearance  and  coloring  of the  Aircraft  as of the
Acceptance  Date)  and in the  event  of any  such  change  or  modification  of
configuration,  coloring or appearance,  (other than as permitted hereby) at the
request of Lessor to restore the Aircraft to the configuration,  coloring and/or
appearance of the Aircraft as of the Acceptance  Date or, at Lessor's  option to
pay to Lessor an amount equal to the  reasonable  cost of such  restoration  and
(iv)  affix  and  maintain  in  the  Airframe   adjacent  to  the  airworthiness
certificate  and on each Engine a two-inch by four-inch  plaque made of metal or
other  permanent  material or permanently  painted stencil bearing the following
legend:

     "This  property is subject to a mortgage and security  interest in favor of
     General  Electric  Capital  Corporation,  777 Long  Ridge  Road,  Stamford,
     Connecticut 06927. Any removal, alteration, disposal or other change in the
     condition   or  location  of  this   property   must  be  approved  by  the
     Owner-Lessor."
<PAGE>

and such other markings as from time to time may be required by law or otherwise
deemed  necessary or advisable by Lessor in order to protect the title of Lessor
to the Aircraft and the rights of Lessor under this Lease.



II. Return of Aircraft.

     (a) Condition Upon Return. Unless purchased by Lessee, upon the expiration,
cancellation  or other  termination of the Lease (whether  following an Event of
Default or  otherwise),  Lessee,  at its own  expense,  will return the Aircraft
(together  with all  Records)  to Lessor at a location  specified  by the Lessor
within the continental  United States and in the condition in which the Aircraft
is  required  to be  maintained  pursuant  to this M&R  Addendum  and any  other
applicable  provisions of the Lease.  The Aircraft  shall be fully equipped with
the  Engines  or the same  number,  make and model  number of engines as are set
forth on Schedule No. 1 to Lease Supplement No. 1, which shall fully comply with
this M&R  Addendum,  and  which,  in the  opinion  of  Lessor,  have the same or
improved utility, value, useful life,  performance,  and efficiency (normal wear
and tear  excepted) as the Engines had on the  Acceptance  Date and are suitable
for use on the  Airframe  and owned by Lessor and  properly  installed  thereon.
Lessee shall not be relieved of any of its duties,  obligations,  covenants,  or
agreements under the Lease (including, without limitation, its obligation to pay
Rent) prior to the return of the Aircraft in the manner and  condition  required
with respect to such return. The Aircraft,  at Lessee's expense, upon redelivery
pursuant  hereto  (i)  shall  have  a  currently   effective  FAA  airworthiness
certificate;  (ii) shall be free and clear of all Liens other than the Lease and
any Lessor's  Liens;  (iii) shall be in the same  configuration  and in the same
operating  condition,  ordinary  wear and tear  excepted,  as when  delivered to
Lessee on the Acceptance  Date;  (iv) shall be in good operating  condition,  in
good physical  condition and good  appearance  (ordinary wear and tear excepted)
with  all  systems  operating  normally;   (v)  shall  have  no  damage  history
(including,  without limitation, any damage history required to be reported on a
FAA Form #337 or  pursuant  to any other  governmental  reporting  requirement),
unless such damage has been repaired in accordance  with the provisions  hereof,
and after  the  making  of such  repairs,  the Fair  Market  Sales  Value of the
Aircraft has not been negatively  affected (or in the event that the Fair Market
Sales Value of the  Aircraft  continues  to be  negatively  affected  after such
repairs,  Lessee may avoid any Default that might otherwise  result therefrom by
paying to Lessor an amount equal to the difference between the Fair Market Sales
Value of the  Aircraft  without  such history and the Fair Market Sales Value of
the  Aircraft  with such  history);  (vi)  shall  have no open (and  shall be in
compliance with) all mandatory service bulletins,  manufacturer's  directives or
airworthiness directives and all other applicable service,  maintenance,  repair
and overhaul  regulations  issued by the FAA and/or any Manufacturer,  and (vii)
shall be otherwise in the condition  and repair  required  under the Lease.  For
purposes of clause (v) of the preceding  sentence,  the existence and the extent
of any  diminution  in Fair Market  Sales Value  contemplated  therein  shall be
determined by mutual agreement,  and if no such agreement is reached between the
parties  within ten (10)  Business  Days of  Lessor's  notice  that it desires a
valuation with respect to such damage history (the "Damage History Notice"), the
parties will use the appraisal  process set forth in Paragraph (c) of the Option
Addendum to determine the existence and extent of such  diminution.  The parties
will  use  their  best  efforts  to  complete  such  valuation  as  promptly  as
practicable,  but,  in any event,  within  thirty (30)  Business  Days after the
Damage History Notice. A final determination  regarding the existence and extent
of any diminution shall be binding and conclusive on both parties. Upon Lessor's
request,  Lessee shall assign to Lessor Lessee's rights under any manufacturer's
or servicer's  maintenance  service contracts and/or extended warranties for the
Aircraft,  the  Engines  and/or any  Parts.  If at the time of the return of the

<PAGE>

Aircraft to Lessor,  the actual  average  annual flight hours  accumulated  with
respect to the Airframe (such product, the "Actual Annual Hours") for the period
from the  Acceptance  Date to such  return  date (such  period,  the  "Operating
Period"),  is greater than the Estimated Annual Hours (as defined below),  then,
Lessor and Lessee shall consult for the purpose of  determining  the Fair Market
Sales Value and the Excess Use Amount (as defined  below) of the  Aircraft as of
the return date,  and any values  agreed upon in writing shall  constitute  such
Fair Market  Sales Value and Excess Use Amount of the  Aircraft for the purposes
of this M&R Addendum. If Lessor and Lessee fail to agree upon such values within
30 days after the return date, then Lessor and Lessee shall follow the appraisal
procedure set forth in paragraph (c) of the Option Addendum to the Lease for the
purpose of determining  the Fair Market Sales Value and Excess Use Amount of the
Aircraft.  Lessee  shall  then pay to Lessor  within  ten (10) days of  Lessor's
written demand therefor (which demand shall, unless  determination of the amount
payable is otherwise agreed upon by Lessor and Lessee without consulting with an
appraiser,  be accompanied by a copy of an appraiser's  report  containing  such
determination),  an amount  equal to the Excess Use Amount.  For the purposes of
this M&R  Addendum,  (A) "Excess Use Amount"  shall mean the amount by which the
Aircraft's Fair Market Sales Value has been diminished as a result of the Actual
Annual  Hours  accumulated  with respect to the  Airframe  during the  Operating
Period being greater than the Estimated  Annual Hours per annum on average;  and
(B) "Estimated Annual Hours" shall mean the anticipated number of average annual
flight hours as shown on Schedule 2-A to Lease Supplement No. 1.

     (b)  Mid-Life  Condition.  At the time of such return (i) each Engine shall
have  available  operating  hours until both the next  scheduled  "hot  section"
inspection and the next scheduled  major overhaul of not less than fifty percent
(50%)  of the  total  operating  hours  available  between  such  "hot  section"
inspection or major  overhaul,  as the case may be; (ii) the Airframe shall have
remaining  not less than (aa) fifty  percent  (50%) of the  available  operating
hours allowed between major airframe  inspections;  and (bb) fifty percent (50%)
of  number  of  available   operating  months  allowed  between  major  airframe
inspections  until the next scheduled major airframe  inspection;  and (iii) all
life  limited  parts and  components  shall have  remaining  not less than fifty
percent (50%) of the available hours,  cycles and/or months, as the case may be,
until the next scheduled replacement.  In addition to the requirements set forth
in clauses (i), (ii) and (iii) above, all inspections and scheduled  maintenance
required to be performed on the Airframe, Engines and all life limited parts and
components within one hundred twenty (120) days of the date of return and/or one
hundred hours (100) of additional operation shall have been performed by Lessee.

     (c) Engines.  In the event that any Engine does not meet the conditions set
forth in Section II (b) (i) above,  for each such Engine Lessee shall pay Lessor
an  amount  equal  to the  sum of (i) the  current  estimated  cost of the  next
scheduled  "hot section"  inspection  (including  in such  estimated  cost,  all
required  replacements of life limited parts) multiplied by the fraction wherein
the numerator  shall be the greater of (A) zero and (B) the remainder of (x) the
actual  number of operating  hours since the  previous  hot section  inspection,
minus  (y) 50% of the  total  operating  hours  allowable  between  hot  section
inspections,  and the  denominator  shall be the total operating hours allowable
between hot section inspections,  plus (ii) for each such Engine, the product of
the current  estimated cost of the next scheduled  major overhaul  (including in
such estimated cost, all required replacements of life limited parts) multiplied
by the fraction  wherein the numerator  shall be the greater of (A) zero and (B)
the remainder of (x) the actual number of hours of operation  since the previous

<PAGE>

major  overhaul minus (y) 50% of the total  operating  hours  allowable  between
major  overhauls,  and  the  denominator  shall  be the  total  operating  hours
allowable between major overhauls.

     Notwithstanding the foregoing,  the requirements of Section II (b)(i) above
and the final  sentence of Section II (b) above (but solely with  respect to the
Engines)  shall be deemed to have been satisfied if at the time of return of the
Engines (x) the Engines  being  returned to Lessor shall be covered by a service
and  maintenance  contract in form and  substance  satisfactory  to Lessor which
provides  for the  maintenance  and/or  overhaul  of the  Engines  ("Maintenance
Contract"),  (y) either (i) adequate  reserves for future  required  maintenance
and/or  overhaul  shall have been  provided  for  pursuant  to such  Maintenance
Contract  or (ii) all  amounts  due and  payable  pursuant  to such  Maintenance
Contract  shall  have been paid in full  through  the date of return and (z) the
entity which  provides  the  maintenance  and/or  overhaul  services  under such
Maintenance  shall either (i)  recognize the transfer by Lessee to Lessor of the
rights and interests of Lessor (or its designee) under such Maintenance Contract
or (ii)  acknowledge  the rights and interests of Lessor (or its designee) under
such Maintenance Contract.

     (d) Airframe.  In the event that the Airframe does not meet the  conditions
set forth in Section II (b) (ii) above,  Lessee shall pay Lessor an amount equal
to the sum of the product of the current  estimated  cost of the next  scheduled
major airframe and pressure vessel inspection (including in such estimated cost,
all required  replacement  of life  limited  parts)  multiplied  by the fraction
wherein the numerator shall be the greater of (i) zero and (ii) the remainder of
(x) the actual number of respective operating hours or months of operation since
previous major  airframe and pressure  vessel  inspection,  minus (y) 50% of the
respective  total  operating  hours or months  of  operation  allowable  between
scheduled  major airframe and pressure vessel  inspections,  and the denominator
shall be the respective  total  operating  hours or months of operation  between
scheduled major airframe and pressure vessel inspections.

     (e) Parts and  Components.  In the event any life limited part or component
does not meet the  conditions  set forth in Section II  (b)(iii)  above,  Lessee
shall pay to  Lessor  with  respect  to each part or  component  for which  said
requirement is not met the dollar amount  obtained by multiplying  (i) the ratio
that the life expended in excess of fifty percent (50%) of the available  hours,
cycles and/or months,  as the case may be, until the next scheduled  replacement
bears to the total allowable life (measured in hours,  cycles and/or months,  as
the case may be) for such part or component by (ii) Lessor's cost of replacement
of such part or component.  Lessor's cost of  replacement of a part or component
shall include  Lessor's  then current cost of  purchasing  the part or component
itself and all of Lessor's then current costs associated with the replacement.

     (f) Treatment of Charges.  All prorated inspection and/or overhaul charges,
if any, shall be payable as Supplemental Rent and shall be due upon presentation
to Lessee of an invoice  setting forth in reasonable  detail the  calculation of
such amounts due,  including the names of all sources used for the required cost
estimates.  Unless both Lessor and Lessee agree to an  alternative  source,  the
Manufacturers  of the Airframe and Engines  shall be used as the sources for all
cost estimates.

     (g) Fuel and Records.  Upon the return of the Aircraft in  accordance  with
the terms and conditions  hereof;  (i) each fuel tank shall contain no less than
fifty percent (50%) of its full capacity or, in the case of  differences in such
quantity,  an  appropriate  adjustment  will be made at the then current  market
price of fuel and (ii) Lessee shall deliver all Records to Lessor.  In the event

<PAGE>

any Records are missing or incomplete,  Lessor shall have the right to cause any
such Records to be reconstructed at the expense of Lessee.

     (h) Storage. Upon the expiration,  cancellation or other termination of the
Lease, Lessee will, if requested by Lessor,  permit Lessor to store the Aircraft
at the Primary Hangar  Location.  During such storage period Lessee will, at its
own cost and  expense,  keep the  Aircraft  properly  hangared,  and will permit
Lessor  or  any  Person   designated  by  Lessor,   including   the   authorized
representatives of any prospective purchaser,  lessee or user of the Aircraft to
inspect the same. Lessee shall not be liable,  except in the case of negligence,
gross  negligence  or  intentional  misconduct  of Lessee or of its employees or
agents, for injury to, or the death of, any Person exercising,  either on behalf
of Lessor or any prospective purchaser, lessee or user, the rights of inspection
granted hereunder.  Lessee shall bear the risk of loss and shall pay any and all
expenses  connected  with  insuring and  maintaining  the  Aircraft  during such
storage period.  Notwithstanding the foregoing,  upon the expiration of the Term
for any reason  other than an  expiration,  cancellation  or  termination  which
occurs as a result of an Event of Default,  the storage  period  provided for in
this  paragraph and the  obligation  to hangar and insure the Aircraft  shall be
limited to fifteen (15) days.

     (i) Replacement  Engines.  In the event that any engine not owned by Lessor
shall be  installed  on the  returned  Airframe  as set forth in  Section II (a)
hereof, then Lessee will,  concurrently with such delivery,  at its own expense,
furnish  Lessor  with a full  warranty  bill  of  sale,  in form  and  substance
satisfactory  to Lessor,  with  respect  to each such  engine and with a written
opinion of FAA Counsel to the effect that, upon such return, Lessor will acquire
a valid  and  perfected  interest  in such  engine  free and  clear of all Liens
(except Lessor's Liens).  Thereupon,  unless a Default or Event of Default shall
have occurred and be continuing,  Lessor will transfer to Lessee,  on an "AS-IS,
WHERE-IS"  BASIS  WITHOUT  ANY  REPRESENTATION  OR  WARRANTY  BY, OR RECOURSE OR
WARRANTY TO,  LESSOR,  all of Lessor's  right,  title and interest in and to any
Engine not installed on the Airframe at the time of the return of such Airframe.

         (j) Inspections. Not more than ninety (90) days prior to the expiration
of the Lease, upon the written request of Lessor, Lessee shall, at its expense,
review the maintenance records of the Aircraft to determine if the Aircraft is
in the condition required by this M&R Addendum. Following such review, Lessee
shall certify to Lessor that such Aircraft is in the condition required by this
M&R Addendum according to the maintenance records for such Aircraft, or, if the
maintenance records so indicate, indicate what maintenance or repair is needed
to bring the Aircraft to the specified condition.

     Lessor shall have the right, but not the duty, to inspect the Aircraft, any
component  thereof and/or the Records,  at any reasonable  time and from time to
time,  wherever  located,  upon reasonable prior written notice to Lessee.  Upon
request of Lessor,  Lessee shall  confirm to Lessor the location of the Aircraft
and shall, at any reasonable  time and from time to time, upon reasonable  prior
written  notice to Lessee,  make the  Aircraft  and/or the Records  available to
Lessor for inspection.

     (k)  Survival.  The  provisions  of this M&R  Addendum  shall  survive  the
expiration, cancellation or other termination of the Lease and the return of the
Aircraft for any reason whatsoever.

     (l) Injunctive  Relief.  Without  limiting any other terms or conditions of
the Lease,  the provisions of this M&R Addendum are of the essence of the Lease,
and upon application to any court of equity having jurisdiction, Lessor shall be
entitled  to a decree  against  Lessee  requiring  specific  performance  of the
covenants of Lessee set forth herein.





<PAGE>


Renewal Option Addendum ("Option  Addendum") to Aircraft Lease (N601NB) dated as
of October __, 2002 (the "Lease") by and between Verde Capital  Corporation,  as
lessor ("Lessor"), and DriveTime Credit Corporation, as lessee ("Lessee").

     All  capitalized  terms used herein which are not otherwise  defined herein
shall have the  meanings  given to such terms in the Lease.  Except as set forth
herein,  all of the terms  and  conditions  of the  Lease  and any  supplements,
schedules,  addenda,  exhibits or the like  entered  into  pursuant to the Lease
remain in full  force and  effect.  Execution  of the Lease by Lessee and Lessor
shall be  deemed  to  constitute  execution  and  acceptance  of the  terms  and
conditions  hereof,  whereupon this Option Addendum shall be deemed to be a part
of the Lease.

     The following provisions are hereby incorporated into the Lease:

     (a)  Renewal  Option.  So long as (i) no Default or Event of Default  shall
have  occurred  and be  continuing  under the Lease,  (ii) Lessee shall not have
exercised  its purchase  option  pursuant to paragraph  (a) hereof and (iii) the
Lease shall not have been earlier terminated,  Lessee shall be entitled,  at its
option,  to extend the Term of the Lease with  respect  to the  Aircraft  at the
expiration  of the Basic Term for an  additional  period as set forth  below.  A
Renewal Term shall commence at the expiration of the Basic Term. Lessee's option
to renew the Lease for a Renewal  Term shall be  exercisable  by giving  written
notice  to Lessor at least one  hundred  fifty  (150)  days but no more than two
hundred forty (240) days prior to the  expiration of the Basic Term.  All of the
provisions  of the Lease shall be  applicable  during the Renewal  Term,  except
that,  during the Renewal  Term,  the Basic Rent shall be an amount equal to the
amount of the Basic Rent during the Basic Term and the Expiration  Date shall be
changed to the date the last day of the Renewal  Term.  During the Renewal Term,
Basic Rent shall be payable  monthly in advance on the same day of each month as
Basic Rent was payable during the Basic Term, which dates shall be deemed "Basic
Rent Dates" for purposes of the Lease.

     (b) Additional  Definitions.  For purposes of this Option  Addendum and the
Lease, the following terms shall have the following meanings:

     Renewal Term shall mean a period of twenty-four months.