EXHIBIT 10.4

                           DEPARMENT OF TRANSPORTATION
                              FAA AIRCRAFT REGISTRY
                                 P.O. Box 25504
                          Oklahoma City, Oklahoma 73125

                           AIRCRAFT SECURITY AGREEMENT

 NAME & ADDRESS OF DEBTOR/BORROWER:
  ASA AIRCRAFT LLC
  RSR AIRCRAFT LLC
  10 SPEEN STREET
  FRAMINGHAM, MA 01701

 NAME & ADDRESS OF SECURED PARTY/ASSIGNEE/LENDER:
  REGIONS BANK
  TYLER AIRCRAFT LENDING DEPARTMENT
  100 EAST FERGUSON
  TYLER, TX 75702

 NAME OF SECURED PARTY'S ASSIGNOR/GRANTOR:
  ASA AIRCRAFT LLC
  RSR AIRCRAFT LLC
  10 SPEEN STREET
  FRAMINGHAM, MA 01701                                          ABOVE SPACE
                                                             FOR FAA USE ONLY

 THIS AIRCRAFT SECURITY AGREEMENT dated December 31, 2002, is made and executed
 between ASA AIRCRAFT LLC and RSR AIRCRAFT LLC ("Grantor") and REGIONS BANK
 ("Lender").

 GRANT OF SECURITY INTEREST. For valuable consideration. Grantor grants to
 Lender a continuing security interest in the Collateral to secure the
 Indebtedness and agrees that Lender shall have the rights stated in this
 Agreement with respect to the Collateral, In addition to all other rights which
 Lender may have by law.

 COLLATERAL. The word "Collateral" means the following:

 (A) The Aircraft

 (B) The engines and all avionics, including without limitation the following
 specifically described engines or avionics or both: TWO (2) GARRETT TPE-331-10
 ENGINES UNDER 750 HP, SN# P79297C & P79001C; NEW IN 1999-COLLINS PRO LINE 11
 WITH DIGITAL CONTROL HEADS; DUAL COLLINS VHF-22T TRANSCEIVERS; DUAL COLLINS
 VIR-32 NAVIGATION RECEIVERS; COLLINS ADF-62 ADF WICOLLINS 332-C-10 RMI; COLLINS
 DME-42; DUAL COLLINS TDR-90 TRANSPONDERS WITH IDC ENCODER & ALERTER; COLLINS
 FD-1 12V FLIGHT DIRECTOR; COLLINS AP-1 06 AUTOPILOT WITH ALTITUDE PRESELECT;
 BENDIX RDR-81 FOUR COLOR RADAR; KING KLN-90B IFR APPROVED GPS; ARGUS 7000CE
 COLOR MOVING MAP: BFG 1000+ STORMSCOPE; BFG SKYWATCH; MOTOROLA AIRCELL PHONE;
 SATCOM; LOGBOOKS.

 (C) All log books, manuals, flight records, maintenance records, inspection
 reports, airworthiness certificates, and other historical records or
 information relating to the Aircraft, including without limitation the
 following:

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 (D) All attachments, accessions, parts, and additions to and all replacements
 of and substitutions for any property described above.

 (E) All rents, accounts, chattel paper, general intangibles, and monies,
 arising out of or related to use, rental, sale, lease, or other disposition of
 any of the property described in this Collateral section.

 (F) All proceeds (including insurance proceeds) from the sale or other
 disposition of any of the property described in this Collateral section.

 The word "Aircraft" means the following described aircraft:

 1999 ROCKWELL INTERNATIONAL 6908 with an FAA Registration Number of N13622
 (Serial Number 11469)

 The manufacturer's serial number for the Aircraft is 11469, and its FAA
 Registration Number Is N13622. The word "Aircraft" also means and includes
 without limitation, (1) the Airframe, (2) the Engines, and (3) any propellers.

 The word "Airframe' means the Aircraft's airframe, together with any and all
 parts, appliances, components, instruments, accessories, accessions,
 attachments, equipment, or avionics (including, without limitation, radio,
 radar, navigation systems, or other electronic equipment) installed in,
 appurtenant to, or delivered with or in respect of such airframe.

 The word "Engines" means any engines described above together with any other
 aircraft engines which either now or in the future are installed on,
 appurtenant to, or delivered with or in respect of the Airframe, together with
 any and all parts, appliances, components, accessories, accessions, attachments
 or equipment installed on, appurtenant to, or delivered with or in respect of
 such engines. The word "Engines" shall also refer to any replacement aircraft
 engine which, under this Agreement, is required or permitted to be installed
 upon the Airframe.

 CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all
 obligations, debts and liabilities, plus interest thereon, of Grantor to
 Lender, or any one or more of them, as well as all claims by Lender against
 Grantor or any one or more of them, whether now existing or hereafter arising,
 whether related or unrelated to the purpose of the Note, whether voluntary or
 otherwise, whether due or not due, direct or indirect, determined or
 undetermined; absolute or contingent, liquidated or unliquidated whether
 Grantor may be liable individually or jointly with others, whether obligated as
 guarantor, surety, accommodation party or otherwise.

 RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
 right of setoff in all Grantor's accounts with Lender (whether checking,
 savings, or some other account). This Includes all accounts Grantor holds
 jointly with someone also and all accounts Grantor may open in the future.
 However, this does not include any IRA or Keogh accounts, or any trust accounts
 for which setoff would be prohibited by law. Grantor authorizes Lender, to the
 extent permitted by applicable law, to charge or setoff all sums owing on the
 Indebtedness against any and all such accounts, and. at Lender's option, to
 administratively freeze all such accounts to allow Lender to protect Lender's
 charge and setoff rights provided in this paragraph.

 DURATION. This Agreement shall remain in full force and effect until such time
 as the Indebtedness secured hereby, including principal, interest, costs,
 expenses, attorneys' fees and other fees and charges, shall have been paid in
 full, together with all additional sums that Lender may pay or advance on
 Grantor's behalf and interest thereon as provided in this Agreement.

 REPRESENTATIONS AND WARRANTIES CONCERNING COLLATERAL. Grantor represents,
 warrants and covenants to Lender at all times while this Agreement is in effect
 as follows:

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 Title. Grantor warrants that Grantor is the lawful owner of the Collateral and
 holds good and marketable title to the Collateral, free and clear of all
 Encumbrances except the lien of this Agreement. Grantor is, or concurrent with
 the completion of the transactions contemplated by this Agreement will be, the
 registered owner of the Aircraft pursuant to a proper registration under the
 Federal Aviation Act of 1958, as amended, and Grantor qualifies in all respects
 as a citizen of the United States as defined in the Act. Grantor shall defend
 Lender's rights in the Collateral against the claims and demands of all other
 persons. The Collateral is not and will not be registered under the laws of any
 foreign country, and Grantor is and will remain a citizen of the United States
 as defined in the Federal Aviation Act of 1958, as amended.

 Authority; Binding Effect. Grantor has the full right, power and authority to
 enter into this Agreement and to grant a security interest in the Collateral to
 Lender. This Agreement is binding upon Grantor as well as Grantor's successors
 and assigns, and is legally enforceable in accordance with its terms. The
 foregoing representations and warranties, and all other representations and
 warranties contained in this Agreement are and shall be continuing in nature
 and shall remain in full force and effect until such time as this Agreement is
 terminated or cancelled as provided herein.

 Aircraft and Log Books. Grantor will keep accurate and complete logs, manuals,
 books, and records relating to the Collateral, and will provide Lender with
 copies of such reports and information relating to the Collateral as Lender may
 reasonably require from time to time.

 Perfection of Security Interest. Grantor agrees to execute financing statements
 and to take whatever other actions are requested by Lender to perfect and
 continue Lender's security interest in the Collateral. Upon request of Lender,
 Grantor will deliver to Lender any and all of the documents evidencing or
 constituting the Collateral, and Grantor will note Lender's interest upon any
 and all chattel paper if not delivered to Lender for possession by Lender. In
 particular, Grantor will perform, or will cause to be performed, upon Lender's
 request, each and all of the following:

 (1) Record, register and file this Agreement, together with such notices,
 financing statements or other documents or instruments as Lender may request
 from time to time to carry out fully the intent of this Agreement, with the FAA
 in Oklahoma City, Oklahoma, United States of America and other governmental
 agencies, either concurrent with the delivery and acceptance of the Collateral
 or promptly after the execution and delivery of this Agreement.

 (2) Furnish to Lender evidence of every such recording, registering, and
 filing.

 (3) Execute and deliver or perform any and all acts and things which may be
 reasonably requested by Lender with respect to complying with or remaining
 subject to the Geneva Convention, the laws and regulations of the FAA, and the
 laws and regulation of any of the various states or countries in which the
 Collateral is or may fly over, operate in, or become located in.

 Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for
 the purpose of executing any documents necessary to perfect, amend, or to
 continue the security interests granted in this Agreement or to demand
 termination of filings of other secured parties. Lender may at any time, and
 without further authorization from Grantor, file a carbon, photographic or
 other reproduction of any financing statement or of this Agreement for use as a
 financing statement. Grantor will reimburse Lender for all expenses for the
 perfection and the continuation of the perfection of Lender's security interest
 in the Collateral.

 Notices to Lender. Grantor will promptly notify Lender in writing at Lender's
 address shown above (or such other addresses as Lender may designate from time
 to time) prior to any 11) change in Grantor's name; (2) change in Grantor's
 assumed business name(s); (3) change in the management or in the members or
 managers of the limited liability company Grantor; (4) change in the authorized
 signer(s); (5) change in Grantor's principal office address; (6) change in
 Grantor's state of organization; (7) conversion of Grantor to a new or
 different type of business entity; or (8) change in any other aspect of Grantor
 that directly or indirectly relates to any agreements between Grantor and
 Lender. No change in Grantor's name or state of organization will take effect
 until after Lender has received notice.

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 Removal of the Collateral. Except for routine use, Grantor shall not remove the
 Collateral from its existing location without Lender's prior written consent.
 Grantor shall, whenever requested, advise Lender of the exact location of the
 Collateral.

 Inspection of Collateral. At any reasonable time, on demand by Lender, Grantor
 shall cause the Collateral (including the logs, books, manuals, and records
 comprising the Collateral) to be exhibited to Lender (or persons designated by
 Lender) for purposes of inspection and copying.

 Maintenance, Repairs, Inspections, and Licenses. Grantor, at its expense, shall
 do, or cause to be done, in a timely manner with respect to the Collateral each
 and all of the following:

 (1) Grantor shall maintain and keep the Collateral in as good condition and
 repair as it is on the date of this Agreement, ordinary wear and tear excepted.

 (2) Grantor shall maintain and keep the Aircraft in good order and repair and
 in airworthy condition in accordance with the requirements of each of the
 manufacturers' manuals and mandatory service bulletins and each of the
 manufacturers' non-mandatory service bulletins which relate to airworthiness.

 (3) Grantor shall replace in or on the Airframe, any and all Engines, parts,
 appliances, instruments or accessories which may be worn out, lost, destroyed
 or otherwise rendered unfit for use.

 (4) Grantor shall cause to be performed, on all parts of the Aircraft, all
 applicable mandatory Airworthiness Directives, Federal Aviation Regulations,
 Special Federal Aviation Regulations, and manufacturers' service bulletins
 relating to airworthiness, the compliance date of which shall occur while this
 Agreement is in effect.

 (5) Grantor shall be responsible for all required inspections of the Aircraft
 and licensing or re-licensing of the Aircraft in accordance with all applicable
 FAA and other governmental requirements. Grantor shall at all times cause the
 Aircraft to have on board and in a conspicuous location a current Certificate
 of Airworthiness issued by the FAA.

 (6) All inspections, maintenance, modifications, repairs, and overhauls of the
 Aircraft (including those performed on the Airframe, the Engines or any
 components, appliances, accessories, instruments, or equipment) shall be
 performed by personnel authorized by the FAA to perform such services.

 (7) If any Engine, component, appliance, accessory, instrument, equipment or
 part of the Aircraft shall reach such a condition as to require overhaul,
 repair or replacement, for any cause whatever, in order to comply with the
 standards for maintenance and other provisions set forth in this Agreement,
 Grantor may:

         (a) Install on or in the Aircraft such items of substantially the same
 type in temporary replacement of those then installed on the Aircraft, pending
 overhaul or repair of the unsatisfactory item; provided, however, that such
 replacement items must be in such a condition as to be permissible for use upon
 the Aircraft in accordance with the standards for maintenance and other
 provisions set forth in this Agreement; provided further, however, that Grantor
 at all times must retain unencumbered title to any and all items temporarily
 removed; or

         (b) Install on or in the Aircraft such items of substantially the same
 type and value in permanent replacement of those then installed on the
 Aircraft; provided, however, that such replacement items must be in such
 condition as to be permissible for use upon the Aircraft in accordance with the
 standards for maintenance and other provisions set forth in this Agreement;
 provided further, however, that Grantor must first comply with each of the
 requirements below.

 (8) In the event Grantor shall be required or permitted to install upon the
 Airframe or any Engine, components, appliances, accessories, instruments,
 engines, equipment or parts in permanent replacement of those then installed on
 the Airframe or such Engine, Grantor may do so provided that, in addition to
 any other requirements of this Agreement:

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         (a) Lender is not divested of its security interest in and lien upon
 any item removed from the Aircraft and that no such removed item shall be or
 become subject to the lien or claim of any person, unless and until such item
 is replaced by an item of the type and condition required by this Agreement,
 title to which, upon its being installed or attached to the Airframe, is
 validly vested in Grantor, free and clear of all Liens and claims, of every
 kind or nature, of all persons other than Lender;

         (b) Grantor's title to every substituted item shall immediately be and
 become subject to the security interests and liens of Lender and each of the
 provisions of this Agreement, and each such item shall remain so encumbered and
 so subject unless it is, in turn, replaced by a substitute item in the manner
 permitted in this Agreement; and

         (c) It an item is removed from the Aircraft and replaced in accordance
 with the requirements of this Agreement, and if the substituted item satisfies
 the requirements of this Agreement, including the terms and conditions above,
 then the item which is removed shall thereupon be free and clear of the
 security interests and Liens of Lender.

 (9) In the event that any Engine, component, appliance, accessory, instrument,
 equipment or part is installed upon the Airframe, and is not in substitution
 for or in replacement of an existing item, such additional item shall be
 considered as an accession to the Airframe.

 Taxes, Assessments and Liens. Grantor will pay when due all taxes, assessments
 and liens upon the Collateral, its use or operation, upon this Agreement, upon
 the note, or upon any of the other Related Documents. Grantor may withhold any
 such payment or may elect to contest any lien if Grantor is in good faith
 conducting an appropriate proceeding to contest the obligation to pay and so
 long as Lender's interest in the Collateral is not jeopardized in Lender's sole
 opinion. If the Collateral is subjected to a lien which is not discharged
 within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient
 corporate surety bond or other security satisfactory to Lender in an amount
 adequate to provide for the discharge of the lien plus any interest, costs or
 other charges that could accrue as a result of foreclosure or sale of the
 Collateral. In any contest Grantor shall defend itself and Lender and shall
 satisfy any final adverse judgment before enforcement against the Collateral.
 Grantor shall name Lender as an additional obligee under any surety bond
 furnished in the contest proceedings.

 Compliance with Governmental Requirements. Grantor shall comply promptly with
 all laws, ordinances and regulations of the FAA and all other governmental
 authorities applicable to the use, operation, maintenance, overhauling or
 condition of the Collateral. Grantor may contest in good faith any such law,
 ordinance or regulation and withhold compliance during any proceeding,
 including appropriate appeals, so long as Lender's interest in the Collateral,
 in Lender's opinion, is not jeopardized. Without limiting the foregoing,
 Grantor agrees that at no time during the effectiveness of this Agreement shall
 the Collateral be operated in, located in, or relocated to, any jurisdiction,
 unless the Geneva Convention, together with its necessary enacting rules and
 regulations (or some comparable treaty and regulations satisfactory to Lender)
 shall be in effect in such jurisdiction and any notices, financing statements,
 documents, or instruments necessary or required, in the opinion of Lender, to
 be filed in such jurisdiction shall have been filed and file stamped copies
 thereof shall have been furnished to Lender. Notwithstanding the foregoing, at
 no time shall the Collateral be operated in or over any area which may expose
 Lender to any penalty, fine, sanction or other liability, whether civil or
 criminal, under any applicable law, rule, treaty or convention; nor may the
 Collateral be used in any manner which is or may be declared to be illegal and
 which may thereby render the Collateral liable to confiscation, seizure,
 detention or destruction.

 Records Maintenance. Grantor shall maintain records relating to the Aircraft in
 accordance with FAA rules and regulations and from time to time make such
 records available for inspection by Lender and its duly authorized agents.

 Maintenance of Casualty Insurance. Grantor shall procure and maintain at all
 times all risks insurance on the Collateral, including without limitation fire,
 theft, liability and hull insurance, and such other insurance as Lender may
 require with respect to the Collateral, in form, amounts, coverages and basis
 reasonably acceptable to Lender and issued by a company or companies reasonably

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 acceptable to Lender. Grantor shall further provide and maintain, at its sole
 cost and expense, comprehensive public liability insurance, naming both Grantor
 and Lender as parties insured, protecting against claims for bodily injury,
 death and/or property damage arising out of the use, ownership, possession,
 operation and condition of the Aircraft, and further containing a broad form
 contractual liability endorsement covering Grantor's obligations to indemnify
 Lender as provided under this Agreement. Such policies of insurance must also
 contain a provision, in form and substance acceptable to Lender, prohibiting
 cancellation or the alteration of such insurance without at least ton (10) days
 prior written notice to Lender of such intended cancellation or alteration.
 Such insurance policies also shall include an endorsement providing that
 coverage in favor of Lender will not be impaired in any way by any act,
 omission or default of Grantor or any other person. Grantor agrees to provide
 Lender with originals or certified copies of such policies of insurance.
 Grantor, upon request of Lender, will deliver to Lender from time to time the
 policies or certificates of insurance in form satisfactory to Lender. In
 connection with all policies covering assets in which Lender holds or is
 offered a security interest for the Indebtedness, Grantor will provide Lender
 with such lender's loss payable or other endorsements as Lender may require.
 Grantor shelf not use or permit the Collateral to be used in any manner or for
 any purpose excepted from or contrary to the requirements of any insurance
 policy or policies required to be carried and maintained under this Agreement
 or for any purpose excepted or exempted from or contrary to the insurance
 policies, nor shall Grantor do any other act or permit anything to be done
 which could reasonably be expected to invalidate or limit any such insurance
 policy or policies.

 Application of Insurance Proceeds. Grantor shall promptly notify Lender of any
 loss or damage to the Collateral in excess of $5,000, whether or not such
 casualty or loss is covered by insurance. Lender may make proof of loss if
 Grantor falls to do so within fifteen (15) days of the casualty. Lender shall
 have the right to receive directly the proceeds of any insurance on the
 Collateral, including accrued proceeds thereon, and to hold the proceeds as
 part of the Collateral. If Lender consents to repair or replacement of the
 damaged or destroyed Collateral, Lender shall, upon satisfactory proof of
 expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost
 of repair or restoration. If Lender does not consent to repair or replacement
 of the Collateral, Lender shall retain a sufficient amount of the proceeds to
 pay all of the Indebtedness, and shall pay the balance to Grantor. Any proceeds
 which have not been disbursed within six (6) months after their receipt and
 which Grantor has not committed to the repair or restoration of the Collateral
 shall be used to prepay the Indebtedness.

 Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender
 reports on each existing policy of insurance showing such information as Lender
 may reasonably request including the following: (1) the name of the insurer;
 (2) the risks insured; (3) the amount of the policy; (4) the property insured;
 (5) the then current value on the basis of which insurance has been obtained
 and the manner of determining that value; and (6) the expiration date of the
 policy. In addition, Grantor shall upon request by Lender (however not more
 often than annually) have an independent appraiser satisfactory to Lender
 determine, as applicable, the cash value or replacement cost of the Collateral.

 Prior Encumbrances. To the extent applicable, Grantor shall fully and timely
 perform any and all of Grantor's obligations under any prior Encumbrances
 affecting the Collateral. Without limiting the foregoing, Grantor shall not
 commit or permit to exist any breach of or default under any such prior
 Encumbrances. Grantor shall further promptly notify Lender in writing upon the
 occurrence of any event or circumstances that would, or that might, result in a
 breach of or default under any such prior Encumbrance. Grantor shall further
 not modify or extend any of the terms of any prior Encumbrance or any
 indebtedness secured thereby, or request or obtain any additional loans or
 other extensions of credit from any third party creditor or creditors whenever
 such additional loan advances or other extensions of credit may be directly or
 indirectly secured, whether by cross-collateralization or otherwise, by the
 Collateral, or any part or parts thereof, with possible preference and priority
 over the lien of this Agreement.

 Notice of Encumbrances and Events of Default. Grantor shall immediately notify
 Lender in writing upon the filing of any attachment, lien, judicial process, or
 claim relating to the Collateral. Grantor additionally agrees to immediately
 notify Lender in writing upon the occurrence of any Event of Default, or event
 that with the passage of time, failure to cure, or giving of notice, may result
 in an Event of Default under any of Grantor's obligations that may be secured
 by any presently existing or future Encumbrance, or that may result in an
 Encumbrance affecting the Collateral, or should the Collateral be seized or
 attached or levied upon, or threatened by seizure or attachment or levy, by any
 person other than Lender.

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 PROHIBITIONS REGARDING COLLATERAL. Grantor represents, warrants and covenants
 to Lender while this Agreement remains in effect as follows:

 Transactions Involving Collateral. Grantor shall not sell, offer to sell, or
 otherwise transfer or dispose of the Collateral. Grantor shall not pledge,
 mortgage, encumber or otherwise permit the Collateral to be subject to any
 lien, security interest, encumbrance, or charge, other than the security
 interest provided for in this Agreement, without the prior written consent of
 Lender. This includes security interests even if junior in right to the
 security interests granted under this Agreement. Unless waived by Lender, all
 proceeds from any disposition of the Collateral (for whatever reason) shall be
 held in trust for Lender, and shall not be commingled with any other funds;
 provided however, this requirement shall not constitute consent by Lender to
 any sale or other disposition. Upon receipt, Grantor shall immediately deliver
 any such proceeds to Lender.

 No Commercial Use. Grantor shall not, without the prior written consent of
 Lender, use the Collateral, or permit the Collateral to be used, in Commercial
 Operations.

 No Removal of Parts. Except as permitted or required in the section of this
 Agreement titled "Maintenance, Repairs, Inspections, and Licenses," Grantor
 shall not remove or permit the removal of any parts, engines, accessories,
 avionics or equipment from the Aircraft without replacing the same with
 comparable parts, engines, accessories, avionics and equipment acceptable to
 Lender and the Aircraft's manufacturer and insurer.

 Future Encumbrances. Grantor shall not, without the prior written consent of
 Lender, grant any Encumbrance that may affect the Collateral, or any part or
 parts thereof, nor shall Grantor permit or consent to any Encumbrance attaching
 to or being filed against the Collateral, or any part or parts thereof, in
 favor of anyone other than Lender. Grantor shall further promptly pay when due
 all statements and charges of airport authorities, mechanics, laborers,
 materialmen, suppliers and others incurred in connection with the use,
 operation, storage, maintenance and repair of the Aircraft so that no
 Encumbrance may attach to or be filed against the Aircraft or other Collateral.
 Grantor additionally agrees to obtain, upon request by Lender, and in form and
 substance as may then be satisfactory to Lender, appropriate waivers and/or
 subordinations of any Encumbrances that may affect the Collateral at any time.

 GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor shall have the possession
 and beneficial use of the Collateral and may use it in any lawful manner not
 inconsistent with this Agreement or the Related Documents.

 LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
 materially affect Lender's interest in the Collateral or if Grantor fails to
 comply with any provision of this Agreement or any Related Documents, including
 but not limited to Grantor's failure to discharge or pay when due any amounts
 Grantor is required to discharge or pay under this Agreement or any Related
 Documents, Lender on Grantor's behalf may (but shall not be obligated to) take
 any action that Lender deems appropriate, including but not limited to
 discharging or paying all taxes, liens, security interests, encumbrances and
 other claims, at any time levied or placed on the Collateral and paying all
 costs for insuring, maintaining and preserving the Collateral. All such
 expenditures paid by Lender for such purposes will then bear interest at the
 Note rate from the date paid by Lender to the date of repayment by Grantor. All
 such expenses will become a part of the Indebtedness and, at Lender's option,
 will (A) be payable on demand; (8) be added to the balance of the Note and be
 apportioned among and be payable with any installment payments to become due
 during either (1) the term of any applicable insurance policy; or (2) the
 remaining term of the Note; or (C) be treated as a balloon payment which will
 be due and payable at the Note's maturity. The Agreement also will secure
 payment of these amounts. Such right shall be in addition to all other rights
 and remedies to which Lender may be entitled upon Default.

 DEFAULT. Each of the following shall constitute an Event of Default under this
 Agreement:

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 Payment Default. Grantor fails to make any payment when due under the
 Indebtedness.

 Other Defaults. Grantor falls to comply with or to perform any other term,
 obligation, covenant or condition contained in this Agreement or in any of the
 Related Documents or to comply with or to perform any term, obligation,
 covenant or condition contained in any other agreement between Lender and
 Grantor.

 Default in Favor of Third Parties. Should Grantor or any Grantor default under
 any loan, extension of credit, security agreement, purchase or sales agreement,
 or any other agreement, in favor of any other creditor or person that may
 materially affect any of Grantor's property or Grantor's or any Grantor's
 ability to repay the Indebtedness or perform their respective obligations under
 this Agreement or any of the Related Documents.

 False Statements. Any warranty, representation or statement made or furnished
 to Lender by Grantor or on Grantor's behalf under this Agreement or the Related
 Documents is false or misleading in any material respect, either now or at the
 time made or furnished or becomes false or misleading at any time thereafter.

 Defective Collateralization. This Agreement or any of the Related Documents
 ceases to be in full force and affect (including, failure of any collateral
 document to create a valid and perfected security interest or lien) at any time
 and for any reason.

 Insolvency. The dissolution of Grantor (regardless of whether election to
 continue is made), any member withdraws from the limited liability company, or
 any other termination of Grantor's existence as a going business or the death
 of any member, the insolvency of Grantor, the appointment of a receiver for any
 part of Grantor's property, any assignment for the benefit of creditors, any
 type of creditor workout, or the commencement of any proceeding under any
 bankruptcy or insolvency laws by or against Grantor.

 Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture
 proceedings, whether by judicial proceeding, self-help, repossession or any
 other method, by any creditor of Grantor or by any governmental agency against
 any collateral securing the Indebtedness. This includes a garnishment of any of
 Grantor's accounts, including deposit accounts, with Lender. However, this
 Event of Default shall not apply if there is a good faith dispute by Grantor as
 to the validity or reasonableness of the claim which is the basis of the
 creditor or forfeiture proceeding and if Grantor gives Lender written notice of
 the creditor or forfeiture proceeding and deposits with Lender monies or a
 surety bond for the creditor or forfeiture proceeding, in an amount determined
 by Lender, in its sole discretion, as being an adequate reserve or bond for the
 dispute.

 Events Affecting Guarantor. Any of the preceding events occurs with respect to
 Guarantor of any of the Indebtedness or Guarantor dies or becomes incompetent
 or revokes or disputes the validity of, or liability under, any Guaranty of the
 Indebtedness.

 Adverse Change. A material adverse change occurs in Grantor's financial
 condition, or Lender believes the prospect of payment or performance of the
 Indebtedness is impaired.

 Insecurity. Lender in good faith believes itself insecure.

 Cure Provisions. If any default, other than a default in payment is curable, it
 may be cured (and no event of default will have occurred) it Grantor, after
 receiving written notice from Lender demanding cure of such default: (1) cures
 the default within twenty (20) days; or (2) if the cure requires more than
 twenty (20) days, immediately initiates steps which Lender deems in Lender's
 sole discretion to be sufficient to cure the default and thereafter continues
 and completes all reasonable and necessary steps sufficient to produce
 compliance as soon as reasonably practical.

 RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
 Agreement, at any time thereafter, Lender shall have all the rights of a
 secured party under the Massachusetts Uniform Commercial Code. In addition and
 without limitation, Lender may exercise any one or more of the following rights
 and remedies:

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 Accelerate Indebtedness. Lender may declare the entire Indebtedness, including
 any prepayment penalty which Grantor would be required to pay, immediately due
 and payable, without notice of any kind to Grantor.

 Assemble Collateral. Lender may require Grantor to deliver to Lender all or any
 portion of the Collateral and any and all certificates of title and other
 documents relating to the Collateral. Lender may require Grantor to assemble
 the Collateral and make it available to Lender at a place to be designated by
 Lender. Lender also shall have full power to enter upon the property of
 Guarantor to take possession of and remove the Collateral. If the Collateral
 contains other goods not covered by this Agreement at the time of repossession,
 Grantor agrees Lender may take such other goods, provided that Lender makes
 reasonable efforts to return them to Grantor after repossession.

 Sell the Collateral. Lender shall have full power to sell, lease, transfer, or
 otherwise deal with the Collateral or proceeds thereof in Lender's own name or
 that of Grantor. Lender may sell the Collateral at public auction or private
 sale. Unless the Collateral threatens to decline speedily in value or is of a
 type customarily sold on a recognized market, Lender will give Grantor, and
 other persons as required by law, reasonable notice of the time and place of
 any public sale, or the time after which any private sale or any other
 disposition of the Collateral is to be made. However, no notice need be
 provided to any person who, after Event of Default occurs, enters into and
 authenticates an agreement waiving that person's right to notification of sale.
 The requirements of reasonable notice shall be met if such notice is given at
 least ten (10) days before the time of the sale or disposition. All expenses
 relating to the disposition of the Collateral, including without limitation the
 expenses of retaking, holding, insuring, preparing for sale and selling the
 Collateral, shall become a part of the Indebtedness secured by this Agreement
 and shall be payable on demand, with interest at the Note rate from date of
 expenditure until repaid.

 Appoint Receiver. Lender shall have the right to have a receiver appointed to
 take possession of all or any part of the Collateral, with the power to protect
 and preserve the Collateral, to operate the Collateral preceding foreclosure or
 sale, and to collect the rents from the Collateral and apply the proceeds, over
 and above the cost of the receivership, against the Indebtedness. The receiver
 may serve without bond if permitted by law. Lender's right to the appointment
 of a receiver shall exist whether or not the apparent value of the Collateral
 exceeds the Indebtedness by a substantial amount. Employment by Lender shall
 not disqualify a person from serving as a receiver.

 Obtain Deficiency. If Lender chooses to sell any or all of the Collateral,
 Lender may obtain a judgment against Grantor for any deficiency remaining on
 the Indebtedness due to Lender after application of all amounts received from
 the exercise of the rights provided in this Agreement.

 Other Rights and Remedies. Lender shall have all the rights and remedies of a
 secured creditor under the provisions of the Uniform Commercial Code, as may be
 amended from time to time. In addition, Lender shall have and may exercise any
 or all other rights and remedies it may have available at law, in equity, or
 otherwise.

 Election of Remedies. Except as may be prohibited by applicable law, all of
 Lender's rights and remedies, whether evidenced by this Agreement, the Related
 Documents, or by any other writing, shall be cumulative and may be exercised
 singularly or concurrently. Election by Lender to pursue any remedy shall not
 exclude pursuit of any other remedy, and an election to make expenditures or to
 take action to perform an obligation of Grantor under this Agreement, after
 Grantor's failure to perform, shall not affect Lender's right to declare a
 default and exercise its remedies.

 INDEMNIFICATION OF LENDER. Grantor agrees to indemnify, to defend and to save
 and hold Lender harmless from any and all claims, suits, obligations, damages,
 losses, costs and expenses (including, without limitation, Lender's reasonable
 attorneys' fees), demands, liabilities, penalties, fines and forfeitures of any
 nature whatsoever that may be asserted against or incurred by Lender, he
 officers, directors, employees, and agents arising out of, relating to, or in
 any manner occasioned by this Agreement and the exercise of the rights and
 remedies granted Lender under this. The foregoing indemnity provisions

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<PAGE>
 shall survive the cancellation of this Agreement as to all matters arising or
 accruing prior to such cancellation and the foregoing indemnity shall survive
 in the event that Lender elects to exercise any of the remedies as provided
 under this Agreement following default hereunder.

 WAIVERS AND MISCELLANEOUS PROVISIONS. The following miscellaneous provisions
 are a part of this Agreement:

 Amendments. This Agreement, together with any Related Documents, constitutes
 the entire understanding and agreement of the parties as to the matters set
 forth in this Agreement. No alteration of or amendment to this Agreement shall
 be effective unless given in writing and signed by the party or parties sought
 to be charged or bound by the alteration or amendment.

 Arbitration. Grantor and Lender agree that all disputes, claims and
 controversies between them whether individual, joint, or class in nature,
 arising from this Agreement or otherwise, including without limitation contract
 and tort disputes, shall be arbitrated pursuant to the Rules of the American
 Arbitration Association in effect at the time the claim is filed, upon request
 of either party. No act to take or dispose of any Collateral shall constitute a
 waiver of this arbitration agreement or be prohibited by this arbitration
 agreement. This includes, without limitation, obtaining injunctive relief or a
 temporary restraining order; invoking a power of sole under any deed of trust
 or mortgage; obtaining a writ of attachment or imposition of a receiver; or
 exercising any rights relating to personal property, including taking or
 disposing of such property with or without judicial process pursuant to Article
 9 of the Uniform Commercial Code. Any disputes, claims, or controversies
 concerning the lawfulness or reasonableness of any act, or exercise of any
 right, concerning any Collateral including any claim to rescind, reform, or
 otherwise modify any agreement relating to the Collateral shall also be
 arbitrated, provided however that no arbitrator shall have the right or the
 power to enjoin or restrain any act of any party. Judgment upon any award
 rendered by any arbitrator may be entered in any court having jurisdiction.
 Nothing in this Agreement shall preclude any party from seeking equitable
 relief from a court of competent jurisdiction. The statue of limitations,
 estoppel, waiver, laches, end similar doctrines which would otherwise be
 applicable in an action brought by a party shall be applicable in any
 arbitration proceeding, and the commencement of an arbitration proceeding shall
 be deemed the commencement of an action for these purposes. The Federal
 Arbitration Act shall apply to the construction, interpretation, and
 enforcement of this arbitration provision.

 Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's
 costs and expenses, including Lender's reasonable attorneys' fees and Lender's
 legal expenses, incurred in connection with the enforcement of this Agreement.
 Lender may hire or pay someone else to help enforce this Agreement, and Grantor
 shall pay the costs and expenses of such enforcement. Costs and expenses
 include Lender's reasonable attorneys' fees and legal expenses whether or not
 there is a lawsuit, including Lender's reasonable attorneys' fees and legal
 expenses for bankruptcy proceedings (including efforts to modify or vacate any
 automatic stay or injunction), appeals, and any anticipated post-judgment
 collection services. Grantor also shall pay all court costs and such additional
 fees as may be directed by the court.

 Caption Headings. Caption headings in this Agreement are for convenience
 purposes only and are not to be used to interpret or define the provisions of
 this Agreement.

 Governing Law. This Agreement will be governed by, construed and enforced in
 accordance with federal low and the laws of the State of Texas, except and only
 to the extent of procedural matters related to the perfection and enforcement
 of Lender's rights and remedies against the Collateral, which matters shall be
 governed by the laws of the Commonwealth of Massachusetts. However, in the
 event that the enforceability or validity of any provision of this Agreement is
 challenged or questioned, such provision shall be governed by whichever
 applicable state or federal law would uphold or would enforce such challenged
 or questioned provision. The loan transaction which is evidenced by the Note
 and this Agreement has been applied for, considered, approved and made, and all
 necessary loon documents have been accepted by Lender In the State of Texas.

 Joint and Several Liability. All obligations of Grantor under this Agreement
 shall be joint and several, and all references to Grantor shall mean each and
 every Grantor. This means that each Grantor signing below is responsible for

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<PAGE>
 all obligations in this Agreement. Where any one or more of the parties is a
 corporation, partnership, limited liability company or similar entity, it is
 not necessary for Lender to Inquire into the powers of any of the officers,
 directors, partners, members, or other agents acting or purporting to act on
 the entity's behalf, and any obligations made or created in reliance upon the
 professed exercise of such powers shall be guaranteed under this Agreement.

 Notices. Any notice required to be given under this Agreement shall be given in
 writing, and shall be effective when actually delivered, when actually received
 by telefacsimile (unless otherwise required by law), when deposited with a
 nationally recognized overnight courier, or, if mailed, when deposited in the
 United States mail, as first class, certified or registered mail postage
 prepaid, directed to the addresses shown near the beginning of this Agreement.
 Any party may change its address for notices under this Agreement by giving
 formal written notice to the other parties, specifying that the purpose of the
 notice is to change the party's address. For notice purposes, Grantor agrees to
 keep Lender informed at all times of Grantor's current address. Unless
 otherwise provided or required by law, it there is more than one Grantor, any
 notice given by Lender to any Grantor is deemed to be notice given to all
 Grantors.

 Severability. If a court of competent jurisdiction finds any provision of this
 Agreement to be illegal, invalid, or unenforceable as to any person or
 circumstance, that finding shall not make the offending provision illegal,
 invalid, or unenforceable as to any other person or circumstance. If feasible,
 the offending provision shall be considered modified so that it becomes legal,
 valid and enforceable. If the offending provision cannot be so modified, it
 shall be considered deleted from this Agreement. Unless otherwise required by
 law, the illegality, invalidity, or unenforceability of any provision of this
 Agreement shall not affect the legality, validity or enforceability of any
 other provision of this Agreement.

 Successors and Assigns. Subject to any limitations stated in this Agreement on
 transfer of Grantor's interest, this Agreement shall be binding upon and inure
 to the benefit of the parties, their successors and assigns. If ownership of
 the Collateral becomes vested in a person other than Grantor, Lender, without
 notice to Grantor, may deal with Grantor's successors with reference to this
 Agreement and the Indebtedness by way of forbearance or extension without
 releasing Grantor from the obligations of this Agreement or liability under the
 Indebtedness.

 Survival of Representations and Warranties. All representations, warranties,
 and agreements made by Grantor in this Agreement shall survive the execution
 and delivery of this Agreement, shelf be continuing in nature, and shall remain
 in full force and effect until such time as Grantor's Indebtedness shall be
 paid in full.

 No Waiver by Lender. Lender shall not be deemed to have waived any rights under
 this Agreement unless such waiver is given in writing and signed by Lender. No
 delay or omission on the part of Lender in exercising any right shall operate
 as a waiver of such right or any other right. A waiver by Lender of a provision
 of this Agreement shall not prejudice or constitute a waiver of Lender's right
 otherwise to demand strict compliance with that provision or any other
 provision of this Agreement. No prior waiver by Lender, nor any course of
 dealing between Lender and Grantor, shall constitute a waiver of any of
 Lender's rights or of any of Grantor's obligations as to any future
 transactions. Whenever the consent of Lender is required under this Agreement,
 the granting of such consent by Lender in any instance shall not constitute
 continuing consent to subsequent instances where such consent is required and
 in all cases such consent may be granted or withheld in the sole discretion of
 Lender.

 Waive Jury. All parties to this Agreement hereby waive the right to any jury
 trial in any action, proceeding, or counterclaim brought by any party against
 any other party.

 DEFINITIONS. The following capitalized words and terms shall have the following
 meanings when used in this Agreement. Unless specifically stated to the
 contrary, all references to dollar amounts shall mean amounts in lawful money
 of the United States of America. Words and terms used in the singular shall
 include the plural, and the plural shall include the singular, as the context
 may require. Words and terms not otherwise defined in this Agreement shall have
 the meanings attributed to such terms in the United States Code and Regulations
 thereunder dealing with or involving Aircraft, commercial instruments relating
 to such Aircraft, and in the Uniform Commercial Code:

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<PAGE>
 Agreement. The word "Agreement" means this Aircraft Security Agreement, as this
 Aircraft Security Agreement may be amended or modified from time to time,
 together with all exhibits and schedules attached to this Aircraft Security
 Agreement from time to time.

 Borrower. The word "Borrower" means ASA AIRCRAFT LLC and RSR AIRCRAFT LLC.

 Collateral. The word "Collateral" means all of Grantor's right, title and
 interest in and to all the Collateral as described in the Collateral
 Description section of this Agreement.

 Commercial Operations. The words "Commercial Operations" mean the carriage by
 aircraft in air commerce of persons or property for compensation or hire.
 Commercial Operations do not include carriage by aircraft in air commerce of
 Grantor's employees or invitees or Grantor's own property.

 Default. The word "Default" means the Default set forth in this Agreement in
 the section titled "Default".

 Encumbrance. The word "Encumbrance" means any and all presently existing or
 future mortgages, liens, privileges and other contractual and statutory
 security interests and rights, of every nature and kind, whether in admiralty,
 at law, or in equity, that now and/or in the future may affect the Collateral
 or any part or parts thereof.

 Event of Default. The words "Event of Default" means any of the events of
 default set forth in this Agreement in the default section of this Agreement.

 FAA. The word "FAA" means the United States Federal Aviation Administration, or
 any successor or replacement administration or governmental agency having the
 same or similar authority and responsibilities.

 Geneva Convention. The words "Geneva Convention" mean the Convention on the
 International Recognition of Rights in Aircraft made at Geneva, Switzerland on
 June 19, 1948, (effective September 17, 1953), together with the necessary
 enacting rules and regulations promulgated by any particular signatory country.

 Grantor. The word "Grantor" means ASA AIRCRAFT LLC and RSR AIRCRAFT LLC.

 Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation
 party of any or all of the Indebtedness.

 Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender,
 including without limitation a guaranty of all or part of the Note.

 Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the
 Note or Related Documents, including all principal and interest together with
 all other indebtedness and costs and expenses for which Grantor is responsible
 under this Agreement or under any of the Related Documents.

 Lender. The word "Lender" means REGIONS BANK, its successors and assigns.

 Note. The word "Note" means the Note executed by ASA AIRCRAFT LLC and RSR
 AIRCRAFT LLC in the principal amount of $893,000.00 dated December 31, 2002,
 together with all renewals of, extensions of, modifications of, refinancings
 of, consolidations of, and substitutions for the note or credit agreement.

 Related Documents. The words "Related Documents" mean all promissory notes,
 credit agreements, loan agreements, environmental agreements, guaranties,
 security agreements, mortgages, deeds of trust, security deeds, collateral
 mortgages, and all other instruments, agreements and documents, whether now or
 hereafter existing, executed in connection with the Indebtedness.

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<PAGE>
 GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AIRCRAFT SECURITY
 AGREEMENT AND GRANTOR AGREES TO ITS TERMS. THIS AIRCRAFT SECURITY AGREEMENT IS
 DATED DECEMBER 31, 2002.

 THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS
 AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT. ACCORDING TO
 LAW.

 GRANTOR:

 ASA AIRCRAFT LLC

 ASA INTERNATIONAL LTD. Member of ASA AIRCRAFT LLC

 By: /s/ Terrence C. McCarthy, VP/Treas/Sec of ASA
  INTERNATIONAL LTD

 RSR AIRCRAFT LLC

 By:  /s/ ROBERT S RUSSELL, Member of RSR AIRCRAFT LLC


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