SAMPLE
                      Contractor Confidentiality Agreement


Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington  98124-2207

Attention:        Vice President - Contracts
                  Mail Stop 21-34

Ladies and Gentlemen:

This  Agreement is entered into between  ____________________  (Contractor)  and
American Trans Air, Inc.  (Customer) and will be effective as of the date stated
below.

In connection  with  Customer's  provision to  Contractor of certain  Materials,
Proprietary Materials and Proprietary Information, reference is made to Purchase
Agreement  No.  _____  dated as of _______ , 20___  between  The Boeing  Company
(Boeing) and Customer.

Capitalized  terms used herein without  definition will have the same meaning as
in the Purchase Agreement.

Boeing has agreed to permit  Customer  to make  certain  Materials,  Proprietary
Materials  and  Proprietary  Information  relating to  Customer's  Boeing  Model
________  aircraft,   Manufacturer's  Serial  Number  ______,  Registration  No.
________ (the Aircraft)  available to Contractor in connection  with  Customer's
contract with Contractor (the Contract) to maintain/repair/modify  the Aircraft.
As  a  condition  of  receiving  the   Proprietary   Materials  and  Proprietary
Information, Contractor agrees as follows:

1.       For purposes of this Agreement:

         "Aircraft  Software"  means  software that is installed and used in the
operation of an Aircraft.

          "Materials"  are  defined  as any and all items  that are  created  by
Boeing or a third party,  which are provided  directly or indirectly from Boeing
and serve  primarily to contain,  convey or embody  information.  Materials  may
include either tangible  embodiments  (for example,  documents or drawings),  or
intangible  embodiments (for example,  software and other  electronic  forms) of
information but excludes Aircraft Software.

         "Proprietary  Information" means any and all proprietary,  confidential
and/or  trade  secret  information  owned by  Boeing or a Third  Party  which is
contained, conveyed or embodied in Proprietary Materials.

         "Proprietary Materials" means Materials that contain, convey, or embody
Proprietary Information.

         "Third Party" means anyone other than Boeing, Customer and Contractor.

2.  Boeing  has  authorized   Customer  to  grant  to  Contractor  a  worldwide,
non-exclusive, personal and nontransferable license to use Proprietary Materials
and  Proprietary  Information,  owned by Boeing,  internally in connection  with
performance  of the  Contract or as may  otherwise  be  authorized  by Boeing in
writing.  Contractor will keep  confidential  and protect from disclosure to any
person,  entity or government agency,  including any person or entity affiliated
with  Contractor,   all  Proprietary  Materials  and  Proprietary   Information.
Individual  copies of all  Materials  are  provided  to  Contractor  subject  to
copyrights  therein,  and all such copyrights are retained by Boeing or, in some
cases,  by Third  Parties.  Contractor is authorized to make copies of Materials
(except for Materials  bearing the copyright  legend of a Third Party) provided,
however, Contractor preserves the restrictive legends and proprietary notices on
all copies.  All copies of  Proprietary  Materials  will belong to Boeing and be
treated as Proprietary Materials under this Agreement.

3.  Contractor   specifically  agrees  not  to  use  Proprietary   Materials  or
Proprietary  Information in connection  with the manufacture or sale of any part
or design. Unless otherwise agreed with Boeing in writing, Proprietary Materials
and  Proprietary  Information  may be used by  Contractor  only  for work on the
Aircraft for which such  Proprietary  Materials  have been  specified by Boeing.
Customer  and  Contractor  recognize  and agree  that they are  responsible  for
ascertaining  and ensuring  that all Materials  are  appropriate  for the use to
which they are put.

4.  Contractor  will not  attempt  to gain  access  to  information  by  reverse
engineering,  decompiling, or disassembling any portion of any software provided
to Contractor pursuant to this Agreement.

5. Upon Boeing's request at any time,  Contractor will promptly return to Boeing
(or, at Boeing's option,  destroy) all Proprietary Materials,  together with all
copies  thereof and will certify to Boeing that all such  Proprietary  Materials
and copies have been so returned or destroyed.

6. To the extent required by a government  regulatory agency having jurisdiction
over Contractor,  Customer or the Aircraft,  Contractor is authorized to provide
Proprietary Materials and disclose Proprietary Information to the agency for the
agency's use in connection with Contractor's, authorized use of such Proprietary
Materials  and/or  Proprietary   Information  in  connection  with  Contractor's
maintenance,  repair, or modification of the Aircraft. Contractor agrees to take
reasonable  steps to  prevent  such  agency  from  making  any  distribution  or
disclosure,  or additional  use of the  Proprietary  Materials  and  Proprietary
Information  so provided or  disclosed.  Contractor  further  agrees to promptly
notify Boeing upon learning of any (i) distribution,  disclosure,  or additional
use by such agency, (ii) request to such agency for distribution, disclosure, or
additional  use, or (iii)  intention  on the part of such agency to  distribute,
disclose,  or make  additional use of the  Proprietary  Materials or Proprietary
Information.

7. Boeing is a  third-party  beneficiary  under this  Agreement,  and Boeing may
enforce  any  and  all  of the  provisions  of the  Agreement  directly  against
Contractor.  Contractor  hereby  submits to the  jurisdiction  of the Washington
state courts and the United States  District  Court for the Western  District of
Washington with regard to any claims Boeing may make under this Agreement. It is
agreed that Washington law (excluding Washington's  conflict-of-law  principles)
governs this Agreement.

8. No disclosure or physical  transfer by Boeing or Customer to  Contractor,  of
any Proprietary  Materials or Proprietary  Information covered by this Agreement
will be  construed as granting a license,  other than as expressly  set forth in
this  Agreement  or any  ownership  right  in any  patent,  patent  application,
copyright or proprietary information.

9. The provisions of this Agreement will apply notwithstanding any markings
or legends, or the absence thereof, on any Proprietary Materials.

10.  This  Agreement  is the  entire  agreement  of the  parties  regarding  the
ownership and treatment of Proprietary  Materials and  Proprietary  Information,
and no modification of this Agreement will be effective as against Boeing unless
in writing  signed by authorized  representatives  of  Contractor,  Customer and
Boeing.

11.  Failure by either party to enforce any of the  provisions of this Agreement
will not be construed as a waiver of such provisions. If any of the provision of
this Agreement is held unlawful or otherwise ineffective by a court of competent
jurisdiction, the remainder of the Agreement will remain in full force.


ACCEPTED AND AGREED TO this

Date: _____________________, 20___

American Trans Air, Inc.                                Contractor


By                                                      By
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Its                                                     Its
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