SETTLEMENT AGREEMENT
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     This Agreement (this "Agreement") is dated ________ day of September, 2002,
by  and  between  PLM WORLDWIDE LEASING CORP. ("PLM")and VARIG S.A. (VICAO AEREA
RIO-GRANDENSE)  ("Varig").
                               W I T N E S S E T H
                               -------------------
     WHEREAS,  PLM  as  owner  and lessor, and Varig, as lessee, entered into an
aircraft  lease  agreement (GF-VII) dated September 10, 1996 covering one Boeing
Model  737-200  Aircraft  21007/PP-VML  equipped  with a Pratt and Whitney Model
JT8D-17A Engine.  PLM and Varig subsequently entered into a written Amendment of
this  Lease  on  or  about  September  30,  1999;  and

WHEREAS, PLM as owner and lessor, and Varig, as lessee, entered into an aircraft
lease  agreement  (IF-I)  dated  September  10,  1996 covering four Boeing Model
737-200 Aircraft 21005/PP-VMJ, 21000/PP-VME, 21017/PP-CJT, 21012/PP-CJN equipped
with  a  Pratt  and  Whitney Model JT8D-17A Engines.  PLM and Varig subsequently
entered  into  a written Amendment of this Lease on or about September 30, 1999;
and

WHEREAS, PLM as owner and lessor, and Varig, as lessee, entered into an aircraft
lease  agreement  (GF-V)  dated  September  10, 1996 covering three Boeing Model
737-200  Aircraft 21003/PP-VMH, 21008/PP-VMM, 21009/PP-VMN equipped with a Pratt
and  Whitney  Model  JT8D-17A Engine.  PLM and Varig subsequently entered into a
written  Amendment  of  this  Lease  on  or about September 30, 1999.  The three
Aircraft  Leases and the Amendments thereto are referred to collectively  herein
as  the  "Leases"  or  the  "Aircraft  Leases;"  and

WHEREAS,  PLM  sued  Varig  to  recover  past due sums under the above-described
Leases,  Case  No.  02-06116  CA  21  in  the Circuit Court of the 11th Judicial
Circuit,  in  and  for  Miami-Dade  County,  Florida  (the  "Lawsuit");

WHEREAS,  PLM  and  Varig  wish  to  resolve  all  the  claims  relating  to the
afore-described  Leases,  the  parties  agree  to  the  following  terms:

     1.     LEASE  TERM  FOR  THE  AIRCRAFT.
          A.     The  terms for the Leases for the following four aircraft shall
extend  through  and  include  March  31,  2003:  21000/PP-VME,  21009/PP-VMN,
21012/PP-CJN,  21003/PP-VMH.  The  monthly rental for the lease of each of these
Aircraft shall be $30,000.00 per Aircraft, commencing with the first payment due
on  October  1,  2002 with the final payment coming due on March 1, 2003.  These
Aircraft  shall  be  re-delivered  to  PLM  on  April  1,  2003 in the condition
described  in  paragraph  2  below.

          B.     The  terms  of  the  Leases  for  the  following Aircraft shall
terminate  on October 31, 2002: 21003/PP-VMH, 21008/PP-VMM, 21009/PP-VMN.  After
October  31, 2002, Varig shall store and continue to insure these Aircraft until
the  earlier  of either (i) March 31, 2003, or (ii) PLM requests Varig to return
the  Aircraft  upon  thirty  (30)  days  written  notice by PLM to Varig.  These
aircraft  shall  be  returned  to  PLM in the condition set forth in paragraph 2
below.

2.     RETURN  CONDITIONS  OF THE AIRCRAFT.  All Aircraft will be redelivered by
Varig  to  PLM  in  the same return condition required under the Leases with the
following  exceptions:

          A.     Airframe.     Aircraft  21000/PP-VME,  21017/PP-CJT,
                 --------
21009/PP-VMN, 21007/PP-VML and 21008/PP-VMM will be re-delivered by Varig to PLM
fresh  from  C-check. Aircraft 21005/PP-VMJ and 21003/PP-VMH will be redelivered
by  Varig  to  PLM  fresh from D-check.  The Aircraft shall be painted white and
shall  not  have  open or deferred items.  The Aircraft shall be returned to PLM
with  only  reasonable wear and tear from normal usage.  It is agreed that Varig
will not be required to update the Aircraft to the latest FAR requirement by the
Aviation  Authority  since  October  31,  2002.

          B.     Engine  SV.     Engines  shall comply with Return Conditions on
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average.  No  engine  shall  have  less  than  2500 cycles to the next scheduled
removal  in  which  case Varig shall compensate PLM for this shortfall by paying
$71.00  per  hour.

          C.     Engine  LLP.     Engines shall comply with Return Conditions on
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average.  No  engine  shall  have  an average of less than 9100 cycles remaining
life. Should this shortfall occur, Varig will compensate PLM on a cost per cycle
basis.  This  will  be based on a pro-ration of the LLP manufacturer list price,
current  cost  divided  by  allowable  life  would  equal  the  costs per cycle.

          D.     Aging.     Varig  shall  perform  the  Service  Bulletin ("SB")
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tasks,  which  can be performed on a best effort basis during upcoming checks on
all  the  Aircraft. During the checks on 21005/PP-VMJ and 21003/PP-VMH the Aging
work  will be terminated on a best effort basis. This may leave an adjustment in
favor  of PLM, which shall be calculated as per the man-hours listed in Schedule
"A"  hereto  multiplied  by  a man-hour rate of $45.00.  Varig shall provide the
required  parts/kits for specific SBs, or compensation equaling the current list
price  from  the  manufacturer.

          E.     Airworthiness  Directives.     Airworthiness Directives ("ADs")
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shall be cleared for a period terminating three months after the redelivery date
by  Varig to PLM, except that ADs issued on a date after this agreement that has
a  termination or due date that falls into the three months after the redelivery
date  will  be  for  the  account  of  lessor.

          F.     Time  Controlled  Components. Varig will return time controlled
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components  in  compliance  with  lease  return  provisions.

          G.     Varig  Mods.     In  each  case Varig offers to leave GPS (with
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STC)  in Aircraft at the cost of $60,000.00 and STC for 37,000 feet operation at
the  cost  of  $20,000.00  and such amounts shall be offset against the next due
payment  from  Varig.

          H.     Paint.     PLM  is  to compensate Varig for painted liveries at
                 -----
the  rate  of  $25,000.00 per Aircraft (except for complex or full liveries) and
such  amount  shall  be  offset  against  the  next  due  payment  from  Varig.

     3.     PAYMENT.

          A.     In  lieu of the monthly rental payments set forth in the Leases
and  in  addition to the monthly payment amounts set forth in Paragraph 1 above,
Varig  shall  pay  to PLM $9,079,500.00, payable together with five percent (5%)
interest,  with an initial payment of $223,358.75, followed by twenty-three (23)
equal  monthly  installments  of  $406,358.75.  Varig's  initial  payment  of
$223,358.75  shall  be due upon the signature of this Agreement by both parties.

          B.     Varig  shall  also  pay  to MILPI, LLC ("MILPI") $183,000.00 as
compensation for the time spent by MILPI's executive officers in connection with
the negotiation and execution of this Agreement.  This payment shall be due upon
the  signature  of  this  Agreement  by  both  parties.

          C.     PLM  shall  off-set  any  funds it has garnished in the lawsuit
against  Varig's  last  payment  due.  Varig agrees to cooperate with PLM and to
sign  any  necessary  papers to facilitate PLM's obtaining any garnished monies.

          D.     Varig shall pay PLM $___________, representing PLM's legal fees
and  expenses  incurred  due  to  Varig's  default  under  the  Leases.

     4.     ADDITIONAL  VARIG OBLIGATIONS.  Varig shall make available to PLM or
PLM's  agents  seven (7) first class round-trip tickets from New York, London or
Miami  to  Brazil.

5.     DEFAULT.  In  the  event  that  Varig  fails  to  timely  make any of the
settlement  payments  set  forth  above  or  any other payments set forth in the
Leases:

          A.     PLM  shall  immediately  be  entitled  to file a lawsuit in any
court  in any state in the United States or in any court in Brazil without prior
notice  to Varig (PLM may also re-open the existing Lawsuit in order to obtain a
final  judgment).  The parties agree that PLM shall be entitled to the immediate
entry  of  a  final  judgment,  in  the form attached hereto as Exhibit "A" (the
"Final  Judgment"),  in  the amount of $10,879,899.92, representing all past due
and  future  sums  due  under  the Leases, less any payments that Varig has made
after the signing of this Agreement, plus any additional legal fees and expenses
incurred by PLM as a result of Varig's default under this Agreement or under the
Leases.  PLM  shall  be  entitled to this relief by filing a Motion for Entry of
Final  Judgment  along with an Affidavit of Counsel, in the form attached hereto
as  Exhibit  "B" (the "Affidavit"), setting forth Varig's default.  Varig waives
any  and all defenses it may have with the exception of payment (i.e. that it is
has  paid  the  amounts  alleged  to  be  unpaid).

          B.     PLM  shall  immediately  be  entitled  to  apply  the  Security
Deposits  to  the  outstanding balance owed by Varig to PLM under this Agreement
and/or  under  the  Leases.

          C.     The  applicable  interest  rate on any balance owed by Varig to
PLM  under  this  Agreement  or  under the Leases shall be 18% per annum for the
period  following  Varig's  default.

     6.     RETURN  OF SECURITY DEPOSITS.  Upon Varig's timely completion of all
of  its  obligations under this Agreement and under the Leases, PLM shall return
the  Security  Deposits  to  Varig.

     7.     DOMESTICATION  OF  FINAL  JUDGMENT.  In  the event that PLM seeks to
domesticate a final judgment, including the Final Judgment, entered in its favor
in  a  different  state  or  country,  Varig  consents  to and hereby waives any
objection,  to  the  domestication of such a judgment in any state in the United
States  or  in  any  other  country,  including,  without  limitation,  Brazil.

8.     DISMISSAL OF LAWSUIT AND RETENTION OF JURISDICTION. The parties agree and
stipulate  that  upon  Varig's  payment  of  the  first  monthly installment due
hereunder  and  PLM's  receipt of all of the garnished monies garnished to date,
the  parties  shall file a Joint Stipulation for Dismissal of this Lawsuit.  The
parties  agree  that the Court shall retain jurisdiction to enforce the terms of
this  Agreement.  The  parties  explicitly  agree  that  in the event that Varig
defaults  in  the timely payment of any sums due hereunder, PLM may re-open this
Lawsuit  to  enforce  whatever  remedies  it  may  have.

9.     RELEASES.  Upon  Varig's fulfillment of all of its duties and obligations
set  forth  herein  as  well as those set forth in the Leases, the parties shall
exchange  reciprocal  releases,  in  a  form  attached  hereto  as  Exhibit "C."

10.     FLORIDA  LAW.  Notwithstanding  any contrary provisions contained within
the Leases, this Agreement shall be governed by and construed in accordance with
laws  of  the  State  of  Florida and may be enforced in any court in the United
States  or  in  Brazil.


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11.     EFFECTIVENESS  OF THE LEASES.  Except as modified in this Agreement, the
Leases described above shall remain in full force and effect.  In the event of a
conflict  between  any  term  of the Leases and this Agreement, the term in this
Agreement  shall  be  controlling.

WE  HEREBY  AGREE  to  each  of  the  foregoing  terms.

PLM  WORLDWIDE  LEASING  CORP.          VARIG, S.A. (VIACAO AEREA RIO-GRANDENSE)
ALSO  KNOWN  AS  VARIG  BRAZILIAN  AIRLINES,  A  BRAZILIAN  CORPORATION
By:_______________________________          By:_________________________________

Its:_______________________________        Its:_______________________________

Date:_____________________________        Date:______________________________