<PAGE>

                                                                     EXHIBIT 4.9

*** INDICATES CONFIDENTIAL MATERIAL OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
SEPARATELY WITH A REQUEST FOR CONFIDENTIAL TREATMENT.

[LOGO]                                                                    [LOGO]

                                     AIRBUS

                                       AND

                             CHINA EASTERN AIRLINES
                                 CORPORATION LTD

                                       AND

                          CHINA EASTERN AVIATION IMPORT
                             AND EXPORT CORPORATION

                                    [PICTURE]

                                        1

<PAGE>

                                      A330

                               PURCHASE AGREEMENT

                                     BETWEEN

                                  AIRBUS S.A.S.

                                    AS SELLER

                                       AND

                  CHINA EASTERN AIRLINES CORPORATION, LIMITED

                                   AS AIRLINE

                                       AND

              CHINA EASTERN AVIATION IMPORT AND EXPORT CORPORATION

                             AS TRADING CORPORATION

                  BOTH AIRLINE AND TRADING CORPORATION AS BUYER

                          (Agreement No. 04GTBAP019 FR)

                              Foreword - Page 1/4

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSES    TITLES
--------   ------
<S>        <C>
    0      DEFINITIONS AND INTERPRETATION

    1      SALE AND PURCHASE

    2      SPECIFICATION

    3      PRICES

    4      PRICE REVISION

    5      PAYMENTS

    6      MANUFACTURE PROCEDURE - INSPECTION

    7      CERTIFICATION

    8      BUYER'S TECHNICAL ACCEPTANCE

    9      DELIVERY

   10      EXCUSABLE DELAY

   11      NON-EXCUSABLE DELAY

   12      WARRANTIES AND SERVICE LIFE POLICY

   13      PATENT AND COPYRIGHT INDEMNITY

   14      TECHNICAL DATA AND SOFTWARE SERVICES

   15      SELLER'S REPRESENTATIVES

   16      TRAINING AND TRAINING AIDS

   17      EQUIPMENT SUPPLIER PRODUCT SUPPORT

   18      BUYER FURNISHED EQUIPMENT

   19      INDEMNIFICATION AND INSURANCE

   20      TERMINATION

   21      ASSIGNMENTS AND TRANSFERS

   22      MISCELLANEOUS PROVISIONS
</TABLE>

                              Foreword - Page 2/4

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
EXHIBITS    TITLES
---------   ------
<S>         <C>
Exhibit A   SPECIFICATION

Exhibit B   FORM OF SPECIFICATION CHANGE NOTICE

Exhibit C   PART 1 AIRFRAME PRICE REVISION FORMULA
            PART 2 PROPULSION SYSTEMS PRICE REVISION FORMULA

Exhibit D   FORM OF CERTIFICATE OF ACCEPTANCE

Exhibit E   FORM OF BILL OF SALE

Exhibit F   SERVICE LIFE POLICY - ITEMS OF PRIMARY STRUCTURE

Exhibit G   TECHNICAL DATA INDEX

Exhibit H   MATERIEL SUPPLY AND SERVICES
</TABLE>

                              Foreword - Page 3/4

<PAGE>

                             A330 PURCHASE AGREEMENT

This A330 Purchase Agreement (the "AGREEMENT") is made as of OCTOBER 9TH, 2004

BETWEEN:

AIRBUS S.A.S., a societe par actions simplifiee, legal successor of Airbus
S.N.C., formerly known as Airbus G.I.E created and existing under French law
having its registered office at 1 Rond-Point Maurice Bellonte, 31707
Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce
under number RCS Toulouse 383 474 814 (the "SELLER"),

and

CHINA EASTERN AIRLINES CORPORATION, LIMITED, having its principal office at:

                  Pudong International Airport

                  SHANGHAI 201202

                  PEOPLE'S REPUBLIC OF CHINA

(hereinafter referred to as the "Airline") of the other part

AND

CHINA EASTERN AVIATION IMPORT AND EXPORT CORPORATION, having its principal
office at:

                  Hongqiao Airport

                  SHANGHAI 200335

                  PEOPLE'S REPUBLIC OF CHINA

(hereinafter referred to as the "Trading Corporation", the Airline and the
Trading Corporation hereinafter referred to jointly and severally as the
"Buyer").

WHEREAS subject to the terms and conditions of this Agreement, the Seller
desires to sell the Aircraft to the Buyer and the Buyer desires to purchase the
Aircraft from the Seller.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

                              Foreword - Page 4/4

<PAGE>

0     DEFINITIONS AND INTERPRETATION

0.1   In addition to words and terms elsewhere defined in this Agreement, the
      initially capitalised words and terms used in this Agreement shall have
      the meaning set out below.

      AFFILIATE                   means with respect to any person or entity,
                                  any other person or entity directly or
                                  indirectly controlling, controlled by or under
                                  common control with such person or entity.

      AIRCRAFT                    means an Airbus A330-300 aircraft including
                                  the Airframe, the Propulsion Systems, and any
                                  part, component, furnishing or equipment
                                  installed on the Aircraft on Delivery under
                                  the terms and conditions of this Agreement.

      AIRCRAFT TRAINING SERVICES  means all training courses, flight training,
                                  line training, flight assistance, line
                                  assistance, maintenance support, maintenance
                                  training (including Practical Training) or
                                  training support performed on aircraft and
                                  provided to the Buyer pursuant to this
                                  Agreement.

      AIRFRAME                    means the Aircraft excluding the Propulsion
                                  Systems.

      AIRFRAME BASIC PRICE        has the meaning set out in Clause 3.1.

      AIRFRAME PRICE REVISION
      FORMULA                     is set out in Part 1 of Exhibit C.

      AVIATION AUTHORITY          means when used in respect of any jurisdiction
                                  the government entity, which under the laws of
                                  such jurisdiction has control over civil
                                  aviation or the registration, airworthiness or
                                  operation of aircraft in such jurisdiction.

      BALANCE OF FINAL PRICE      has the meaning set out in Clause 5.4.1.

      BASIC PRICE                 means the sum of the Airframe Basic Price and
                                  the Propulsion Systems Basic Price.

      BILL OF SALE                has the meaning set out in Clause 9.2.2.

      BUYER FURNISHED
      EQUIPMENT                   has the meaning set out in Clause 18.1.1.

      CERTIFICATE OF ACCEPTANCE   has the meaning set out in Clause 8.3.

      DEFAULT RATE                means the rate of Default Interests as defined
                                  in Clause 5.7.

      DELIVERY                    means the transfer of title to the Aircraft
                                  from the Seller to the Buyer in accordance
                                  with Clause 9.

      DELIVERY DATE               means the date on which Delivery shall occur.

      DELIVERY LOCATION           means the facilities of the Seller at the
                                  location of final assembly of the Aircraft.

      EXCUSABLE DELAY             has the meaning set out in Clause 10.1.

                              Clause 0 - Page 1/3

<PAGE>

      EXPORT AIRWORTHINESS
      CERTIFICATE                 means an export certificate of airworthiness
                                  issued by the Aviation Authority of the
                                  Delivery Location.

      FINAL PRICE                 has the meaning set out in Clause 3.3

      GROUND TRAINING SERVICES    means all training courses performed in
                                  classrooms (classical or Airbus CBT courses),
                                  full flight simulator sessions, fixed base
                                  simulator sessions, field trips and any other
                                  services provided to the Buyer on the ground
                                  pursuant to this Agreement and which are not
                                  Aircraft Training Services.

      MANUFACTURE FACILITIES      means the various manufacture facilities of
                                  the Seller, its Affiliates or any
                                  sub-contractor, where the Airframe or its
                                  parts are manufactured or assembled.

      MATERIEL                    has the meaning set out in Clause 1.1 of
                                  Exhibit H.

      NON-EXCUSABLE DELAY         has the meaning set out in Clause 11.1.

      PREDELIVERY PAYMENT         means the payment(s) determined in accordance
                                  with Clause 5.3.

      PROPULSION SYSTEMS          has the meaning set out in Clause 2.2.

      PROPULSION SYSTEMS BASIC
      PRICE                       means the price of a set of Propulsion Systems
                                  as set out in Clause 3.2.

      PROPULSION SYSTEMS
      REFERENCE PRICE             means the reference price of a set of
                                  Propulsion Systems as set out in Part 2 of
                                  Exhibit C.

      PROPULSION SYSTEMS
      MANUFACTURER                means the manufacturer of the Propulsion
                                  Systems as set out in Clause 2.2.

      PROPULSION SYSTEMS PRICE
      REVISION FORMULA            is set out in Part 2 of Exhibit C.

      READY FOR DELIVERY          means the time when (i) the Technical
                                  Acceptance Process has been successfully
                                  completed and (ii)the Export Airworthiness
                                  Certificate has been issued.

      SCHEDULED DELIVERY MONTH    has the meaning set out in Clause 9.1.

      SELLER'S REPRESENTATIVES    means the representatives of the Seller
                                  referred to in Clause 15.2.

      SELLER REPRESENTATIVES
      SERVICES                    means the services provided by the Seller to
                                  the Buyer and from the Buyer to the Seller
                                  pursuant to Clause 15.

      SELLER SERVICE LIFE POLICY  has the meaning set out in Clause 12.2.

                               Clause 0 - Page 2/3

<PAGE>

      SPARE PARTS                 means the items of equipment and materiel
                                  which may be provided pursuant to Exhibit H.

      SPECIFICATION CHANGE
      NOTICE OR SCN               means an agreement in writing between the
                                  parties to amend the Specification pursuant to
                                  Clause 2.

      SPECIFICATION               means either (a) the Standard Specification if
                                  no SCNs are applicable or (b) if SCNs are
                                  issued, the Standard Specification as amended
                                  by all applicable SCNs.

      STANDARD SPECIFICATION      means the A330-300 standard specification
                                  document number G.000.03000 Issue 7 Revision 1
                                  dated December 15, 2003 a copy of which has
                                  been annexed hereto as Exhibit A.

      SUPPLIER                    has the meaning set out in Clause 12.3.1.1.

      SUPPLIER PART               has the meaning set out in Clause 12.3.1.2.

      SUPPLIER PRODUCT
      SUPPORT AGREEMENT           has the meaning set out in Clause 12.3.1.3.

      TECHNICAL DATA              has the meaning set out in Clause 14.1.

      TOTAL LOSS                  has the meaning set out in Clause 10.4.

      TYPE CERTIFICATE            has the meaning set out in Clause 7.1.

      WARRANTED PART              has the meaning set out in Clause 12.1.1.

0.2   Clause headings and the Index are inserted for convenience of reference
      only and shall be ignored in the interpretation of this Agreement.

0.3   In this Agreement unless the context otherwise requires:

      (a)   references to Clauses, Appendices and Exhibits are to be construed
            as references to the Clauses of, and Appendices, and Exhibits to
            this Agreement and references to this Agreement include its
            Schedules, Exhibits and Appendices;

      (b)   words importing the plural shall include the singular and vice
            versa; and

      (c)   references to a person shall be construed as including, without
            limitation, references to an individual, firm, company, corporation,
            unincorporated body of persons and any state or agency of a state.

                               Clause 0 - Page 3/3

<PAGE>

1     SALE AND PURCHASE

      The Seller shall sell and deliver and the Buyer shall buy and take
      delivery of twenty (20) Aircraft together with Spare Parts on the Delivery
      Date at the Delivery Location upon the terms and conditions contained in
      this Agreement.

                               Clause 1 - Page 1/1

<PAGE>

2     SPECIFICATION

2.1   AIRFRAME SPECIFICATION

2.1.1 SPECIFICATION

      The Airframe shall be manufactured in accordance with the Standard
      Specification, as modified or varied prior to the date of this Agreement
      by the Specification Change Notices listed in Appendix 1 to Exhibit A.

<TABLE>
<CAPTION>
AIRCRAFT TYPE       SPECIFICATION DOCUMENT      MTOW    MLW    MZFW
-------------   -----------------------------   ----   -----   -----
<S>             <C>                             <C>    <C>     <C>
  A330-300      G.000.03000, Issue 7 Revision   233 t  187 t   175 t
                1 dated December 15, 2003
</TABLE>

2.1.2 SPECIFICATION CHANGE NOTICE (SCN)

      The Specification may be amended by written agreement between the parties
      in a Specification Change Notice. Each Specification Change Notice shall
      be substantially in the form set out in Exhibit B and shall set out in
      detail the particular change to be made to the Specification and the
      effect, if any, of such change on design, performance, weight, time of
      Delivery of the Aircraft, and on the text of the Specification. Such SCN
      may result in an adjustment of the Basic Price.

2.1.3 DEVELOPMENT CHANGES

      The Specification may also be revised by the Seller without the Buyer's
      consent in order to incorporate development changes if such changes do not
      adversely affect price, time of delivery, weight or performance of the
      Aircraft, interchangeability or replaceability requirements under the
      Specification. In any other case the Seller shall issue to the Buyer a
      Manufacturer Specification Change Notice. Development changes are changes
      deemed necessary by the Seller to improve the Aircraft, prevent delay or
      ensure compliance with this Agreement.

2.1.4 SPECIFICATION CHANGE NOTICES FOR CERTIFICATION

      The provisions relating to Specification Change Notices for certification
      are set out in Clauses 7.2. and 7.3.

2.1.5 BUYER IMPORT REQUIREMENTS

      The provisions relating to Specification Change Notices for Buyer import
      requirements are set out in Clause 7.4.

2.1.6 INCONSISTENCY

      In the event of any inconsistency between the Specification and any other
      part of this Agreement, this Agreement shall prevail to the extent of such
      inconsistency.

2.2   PROPULSION SYSTEMS

      The Airframe shall be equipped with a set of two (2) engines, including
      nacelles and thrust reversers (the "PROPULSION SYSTEMS"). Upon signature
      of this Agreement, the Buyer shall select between GENERAL ELECTRIC (GE),
      PRATT & WHITNEY (PW) and ROLLS ROYCE (RR) one of the following Engines
      types:

                               Clause 2 - Page 1/2

<PAGE>

<TABLE>
<CAPTION>
AIRCRAFT TYPE        GE             PW               RR
-------------   ------------   ------------   -----------------
<S>             <C>            <C>            <C>
  A330-300       CF6-80E1A3       PW4168A     RB211-Trent 772B
                (72,000 lbs)   (68,000 lbs)     (71,000 lbs)
</TABLE>

2.3   CUSTOMISATION MILESTONES CHART

      Within a reasonable period following signature of the Agreement, the
      Seller shall provide the Buyer with a Customisation Milestones Chart
      setting out the minimum lead times prior to the Scheduled Delivery Month
      of the Aircraft, when a mutual agreement shall be reached (execution of a
      SCN) in order to integrate into the Specification, any items requested by
      the Buyer from the Specification Changes Catalogues made available by the
      Seller.

                               Clause 2 - Page 2/2

<PAGE>

3     PRICES

3.1   AIRFRAME BASIC PRICE

3.1.1 The Airframe Basic Price is the sum of:

      (i)   ***

      (ii)  the budget of the basic prices of all SCNs, which is:

            USD ***

            (US Dollars-***)

3.1.2 The Airframe Basic Price has been established in accordance with the
      average economic conditions prevailing in December 2002, January 2003,
      February 2003 and corresponding to a theoretical delivery in January 2004
      (the "Base Period").

3.2   PROPULSION SYSTEMS BASIC PRICE

3.2.1 GENERAL ELECTRIC Propulsion Systems

      The Basic Price of a set of two (2) GENERAL ELECTRIC CF6-80E1A3 Propulsion
      Systems including standard equipment, nacelles and thrust reversers is:

            USD ***

            (US ***

      at economic conditions prevailing for a theoretical delivery in January
      2004.

      Such Basic Price has been computed from the Reference Price of: USD
      27,595,134 at Reference Composite Price Index of 149.48 (delivery
      conditions January 2003) and shall be subject to revision up to the
      Aircraft delivery date in accordance with the GENERAL ELECTRIC Price
      Revision Formula set forth in this Agreement.

3.2.2 PRATT & WHITNEY Propulsion Systems

      The Basic Price for a set of two (2) PRATT & WHITNEY PW4168A Propulsion
      Systems including standard equipment, nacelles and thrust reversers is:

            USD ***

            (US  ***

      at economic conditions prevailing for a theoretical delivery in January
      2004.

                                Clause 3 - Page 1/2

<PAGE>

      Such Basic Price has been computed from the Reference Price of: USD ***
      at economic conditions prevailing for a delivery in June 2003 and shall be
      subject to revision up to the Aircraft delivery date in accordance with
      the PRATT & WHITNEY Price Revision Formula set forth in this Agreement.

3.2.3 ROLLS ROYCE Propulsion Systems

      The Basic Price for a set of two (2) ROLLS ROYCE RB211-TRENT 772B
      Propulsion Systems including standard equipment, nacelles and thrust
      reversers is:

            ***

      at economic conditions prevailing for a theoretical delivery in January
      2004.

      The Reference Price is: USD *** at economic conditions prevailing for a
      delivery in January 2001 and shall be subject to revision up to the
      Aircraft delivery date in accordance with the ROLLS ROYCE Price Revision
      Formula set forth in this Agreement.

3.3   FINAL PRICE

      The Final Price of each Aircraft shall be the sum of:

      (i)   the Airframe Basic Price as revised as of the Delivery Date in
            accordance with Clause 4.1; plus

      (ii)  the aggregate of all increases or decreases to the Airframe Basic
            Price as agreed in any Specification Change Notice or part thereof
            applicable to the Airframe subsequent to the date of this Agreement
            as revised as of the Delivery Date in accordance with Clause 4.1;
            plus

      (iii) the Propulsion Systems Reference Price as revised as of the Delivery
            Date in accordance with Clause 4.2; plus

      (iv)  the aggregate of all increases or decreases to the Propulsion
            Systems Reference Price as agreed in any Specification Change Notice
            or part thereof applicable to the Propulsion Systems subsequent to
            the date of this Agreement as revised as of the Delivery Date in
            accordance with Clause 4.2; plus

      (v)   any other amount due by the Buyer to the Seller pursuant to this
            Agreement and/or any other written agreement between the Buyer and
            the Seller with respect to the Aircraft.

                               Clause 3 - Page 2/2

<PAGE>

4.    PRICE REVISION

4.1   REVISION OF AIRFRAME BASIC PRICE

      The Airframe Basic Price is subject to revision in accordance with the
      Airframe Price Revision Formula up to and including the Delivery Date as
      set forth in Part 1 of Exhibit C

4.2   REVISION OF PROPULSION SYSTEMS REFERENCE PRICE

4.2.1.The Propulsion Systems Reference Price is subject to revision in
      accordance with the Propulsion Systems Price Revision Formula up to and
      including the Delivery Date, as set forth in Part 2 of Exhibit C.

4.2.2 MODIFICATION OF PROPULSION SYSTEMS REFERENCE PRICE AND PROPULSION SYSTEMS
      PRICE REVISION FORMULA

      The Propulsion Systems Reference Price, the prices of the related
      equipment and the Propulsion Systems Price Revision Formula are based on
      information received from the Propulsions Systems Manufacturer and are
      subject to amendment by the Propulsion Systems Manufacturer at any time
      prior to the Delivery Date. If the Propulsion Systems Manufacturer makes
      any such amendment, the amendment shall be automatically incorporated into
      this Agreement and the Propulsion Systems Reference Price, the prices of
      the related equipment and the Propulsion Systems Price Revision Formula
      shall be adjusted accordingly. The Seller agrees to notify the Buyer as
      soon as it receives notice of any such amendment from the Propulsion
      Systems Manufacturer.

                               Clause 4 - Page 1/1

<PAGE>

5     PAYMENTS

5.1   SELLER'S ACCOUNT

      The Buyer shall pay the Predelivery Payments, the Balance of Final Price
      and/or any other amount due by the Buyer to the Seller, to the Seller's
      account:

      Beneficiary Name: AIRBUS

      account identification: 30002 04024 0000060252T 38

      with:

      CREDIT LYONNAIS
      SWIFT: CRLYFRPPTLS
      1 esp, Compans Caffarelli
      31 002 TOULOUSE
      FRANCE

      or to such other account as may be designated by the Seller.

5.2   COMMITMENT FEE

      Intentionally deleted

5.3   PREDELIVERY PAYMENTS

5.3.1 The Buyer shall pay Predelivery Payments to the Seller calculated on the
      predelivery payment reference price of each Aircraft, The predelivery
      payment reference price is determined by the following formula:

      ***

                               Clause 5 - Page 1/5

<PAGE>

5.3.2 ***

5.3.3 ***

5.3.4 ***

5.3.5 ***

                               Clause 5 - Page 2/5

<PAGE>

5.4   ***

5.4.1 ***

5.4.2 ***

5.5   ***

5.6   ***

5.6.1 ***

5.6.2 ***

5.7   ***

                               Clause 5 - Page 3/5

<PAGE>

5.8   ***

5.8.1 ***

5.8.2 ***

5.8.3 ***

5.9    PROPRIETARY INTEREST

       The Buyer shall not, by virtue of anything contained in this Agreement
       (including, without limitation, any Predelivery Payments hereunder, or
       any designation or identification by the Seller of a particular aircraft
       as an Aircraft to which any of the provisions of this Agreement refers)
       acquire any proprietary, insurable or other interest whatsoever in any
       Aircraft before Delivery of and payment for such Aircraft, as provided in
       this Agreement.

5.10   SET-OFF

       The Seller may set-off any matured obligation owed by the Buyer to the
       Seller and/or its Affiliates against any obligation (whether or not
       matured) owed by the Seller to the Buyer, regardless of the place of
       payment or currency. The Seller is not entitled to set-off obligation
       that is not owed by the Buyer to the Seller.

5.11   CROSS-COLLATERALISATION

5.11.1 The Buyer hereby agrees that, notwithstanding any provision to the
       contrary in this Agreement, in the event that the Buyer should fail to
       make any material payment owing under this Agreement or under any other
       agreement between the Buyer and the Seller and/or any of their respective
       Affiliates (the "Other Agreement"), the Seller may:

      (i)   withhold payment to the Buyer or its Affiliates of any sums that may
            be due to or claimed by the Buyer or its Affiliates from the Seller
            or its Affiliates pursuant to this Agreement or any Other Agreement,
            including Predelivery Payments, unless or until the default under
            this Agreement or the Other Agreement is cured or remedied; and

                              Clause 5 - Page 4/5

<PAGE>

      (ii)  apply any amount of any Predelivery Payment it then holds under this
            Agreement in respect of any of the Aircraft as well as any other
            monies held pursuant to any Other Agreement (collectively the
            "Relevant Amounts") in such order as the Seller deems appropriate in
            satisfaction of any amounts due and unpaid by the Buyer or its
            Affiliates and to compensate for any losses and/or damages the
            Seller or its Affiliates may suffer as a result of the Buyer's or
            its Affiliates' failure to make payments in a timely manner under
            this Agreement or any Other Agreement, The Buyer acknowledges that
            the application of any of the Relevant Amounts as aforesaid may
            result in the Buyer or its Affiliates being in default (unless such
            default is otherwise cured or remedied) in relation to the agreement
            in respect of which such Relevant Amounts were originally granted or
            required to be paid, as the case may be.

            The rights granted to the Seller in the preceding paragraphs (i) and
            (ii) are without prejudice and are in addition to and shall not be
            deemed a waiver of any other rights and remedies the Seller or its
            Affiliates may have at law or under this Agreement or any Other
            Agreement, including the right of set-off.

5.11.2 In the event that the Seller applies any amount of any Predelivery
       Payment it then holds under this Agreement in respect of any of the
       Aircraft in satisfaction of the amount due and unpaid by the Buyer or its
       Affiliates or to compensate for losses and/or damages to the Seller or
       its Affiliates as a result of the Buyer's or its Affiliates' failure to
       make payment in a timely manner under the Agreement or any Other
       Agreement, then the Seller shall notify the Buyer to that effect. Within
       three (3) working days of issuance of such notification, the Buyer shall
       pay by wire transfer of funds immediately available to the Seller the
       amount of the Predelivery Payment that has been applied by the Seller as
       set forth above.

       Failure of the Buyer to pay such amount in full, shall entitle the Seller
       to (i) collect interest on such unpaid amount in accordance with Clause
       5.7 hereof from the fourth (4th) working day following the Seller's
       written request to the Buyer for such payment and (ii) treat such failure
       as an additional termination event for which the Seller shall be entitled
       to the remedies available under Clause 20.2 of the Agreement.

                               Clause 5 - Page 5/5

<PAGE>

6     MANUFACTURE PROCEDURE - INSPECTION

6.1.  MANUFACTURE PROCEDURE

      The Airframe shall be manufactured in accordance with the relevant
      requirements of the laws of the jurisdiction of incorporation of the
      Seller or of its relevant Affiliate as enforced by the Aviation Authority
      of such jurisdiction.

6.2   INSPECTION

6.2.1 Subject to providing the Seller with certificates evidencing compliance
      with the insurance requirements set forth in Clause 19, the Buyer or its
      duly authorised representatives (the "BUYER'S INSPECTOR(S)") shall be
      entitled to inspect the manufacture of the Airframe and all materials and
      parts obtained by the Seller for the manufacture of the Airframe on the
      following terms and conditions;

      (i)   any inspection shall be made according to a procedure to be agreed
            upon with the Buyer but shall be conducted pursuant to the Seller's
            own system of inspection as developed under the supervision of the
            relevant Aviation Authority;

      (ii)  the Buyer's Inspector(s) shall have access to such relevant
            technical data as is reasonably necessary for the purpose of the
            inspection;

      (iii) any inspection and any related discussions with the Seller and other
            relevant personnel by the Buyer's Inspector(s) shall be at
            reasonable times during business hours and shall take place in the
            presence of relevant inspection department personnel of the Seller;

      (iv)  the inspections shall be performed in a manner not to unduly delay
            or hinder the manufacture or assembly of the Aircraft or the
            performance of this Agreement by the Seller or any other work in
            progress at the Manufacture Facilities.

6.2.2 LOCATION OF INSPECTIONS

      The Buyer's Inspector(s) shall be entitled to conduct any such inspection
      at the relevant Manufacture Facility of the Seller or the Affiliates and
      where possible at the Manufacture Facilities of the sub-contractors
      provided that if access to any part of the Manufacture Facilities where
      the Airframe manufacture is in progress or materials or parts are stored
      are restricted for security or confidentiality reasons, the Seller shall
      be allowed reasonable time to make the relevant items available elsewhere.

6.3   SELLER'S SERVICE FOR BUYER'S INSPECTOR(S)

      For the purpose of the inspections, and commencing with the date of this
      Agreement until the Delivery Date, the Seller shall furnish without
      additional charge suitable space and office equipment in or conveniently
      located with respect to the Delivery Location for the use of a reasonable
      number of Buyer's Inspector(s).

      The Seller shall provide free local transportation by bus for a reasonable
      number of Buyer's representatives, to and from hotel and the office.

                              Clause 6 - Page 1/1

<PAGE>

7     CERTIFICATION

7.1   TYPE CERTIFICATION

      The Aircraft has been type certificated under Joint Aviation Authorities
      (JAA) procedures for joint certification in the transport category. The
      Seller has obtained the relevant type certificate (the "TYPE CERTIFICATE")
      to allow the issuance of the Export Airworthiness Certificate and its
      acceptance by the Buyer's Aviation Authority ("CAAC"). (Reference for
      validation of Type Certificate to regulation AP-21-01R1 of CAAC).

7.2   EXPORT AIRWORTHINESS CERTIFICATE

7.2.1 The Aircraft shall be delivered to the Buyer with an Export Airworthiness
      Certificate.

7.2.2 If, any time before the date on which the Aircraft is Ready for Delivery,
      any law or regulation is enacted, promulgated, becomes effective and/or an
      interpretation of any law or regulation is issued which requires any
      change to the Specification for the purposes of obtaining the Export
      Airworthiness Certificate (a "CHANGE IN LAW"), the Seller shall make the
      required variation or modification and the parties hereto shall sign a
      Specification Change Notice which specifies the effects, if any, upon the
      guaranteed performances, weights, interchangeability, time of Delivery,
      price of the Aircraft and text of the Specification.

7.2.3 The Seller shall as far as practicable (but at its sole discretion and
      without prejudice to Clause 7.3.1 (ii)) take into account the information
      available to it concerning any proposed law, regulation or interpretation
      which could become a Change in Law in order to minimise the costs of
      changes to the Specification as a result of such proposed law, regulation
      or interpretation becoming effective prior to the Aircraft being Ready for
      Delivery.

7.3   COSTS OF SCNS FOR CERTIFICATION

7.3.1 The costs of implementing the variation or modification referred to in
      Clause 7.2.2 above shall be

      (i)   for the account of the Seller if the Change in Law became effective
            prior to the date of this Agreement;

      (ii)  shared equally between the Seller and the Buyer if the Change in Law
            became effective after the date of this Agreement.

7.3.2. Notwithstanding the provisions of sub-Clauses 7.3.1 (i)and (ii), if the
       Change in Law relates to the Propulsion Systems and in particular to
       engine accessories, quick engine change units or thrust reversers, the
       costs shall be borne in accordance with such arrangements as may be made
       separately between the Buyer and the Propulsion Systems Manufacturer.

                               Clause 7 - Page 1/2

<PAGE>

7.4   VALIDATION OF THE EXPORT AIRWORTHINESS CERTIFICATE

7.4.1 The Seller shall endeavour to obtain the validation of the Export
      Airworthiness Certificate by the Buyer's Aviation Authority.

7.4.2 Where the Buyer's Aviation Authority requires a modification to comply
      with additional import aviation requirements and/or supply of additional
      data prior to the issuance of the Export Airworthiness Certificate, the
      Seller shall incorporate such modification and/or provide such data at
      costs to be borne by the Buyer. The parties shall sign a Specification
      Change Notice which specifies the effects, if any, upon the guaranteed
      performances, weights, interchangeability, time of Delivery and price of
      the Aircraft.

                               Clause 7 - Page 2/2
<PAGE>

8         BUYER'S TECHNICAL ACCEPTANCE

8.1       TECHNICAL ACCEPTANCE PROCESS

8.1.1     Prior to Delivery the Aircraft shall undergo a technical acceptance
          process, proposed by the Seller (the "Technical Acceptance
          Process"). Completion of the Technical Acceptance Process shall
          demonstrate the satisfactory functioning of the Aircraft and shall
          be deemed to demonstrate compliance with the Specification. Should
          it be established that the Aircraft does not comply with the
          Technical Acceptance Process requirements, the Seller shall without
          hindrance from the Buyer be entitled to carry out any necessary
          changes and, as soon as practicable thereafter, resubmit the
          Aircraft to such further Technical Acceptance Process as is
          necessary to demonstrate the elimination of the non-compliance.

8.1.2     The Technical Acceptance Process shall:

          (i)   take place at the Delivery Location;

          (ii)  be carried out by the personnel of the Seller;

          (iii) include a technical acceptance flight which shall not exceed a
                period of three (3) hours (each time).

8.2       BUYER'S ATTENDANCE

8.2.1     The Buyer shall be entitled to elect to attend the Technical
          Acceptance Process.

8.2.2     If the Buyer elects to attend the Technical Acceptance Process, the
          Buyer;

          (i)   shall co-operate in complying with the reasonable requirements
                of the Seller with the intention of completing the Technical
                Acceptance Process within seven (7) business days after its
                commencement;

          (ii)  may have a maximum of six (6) of the Buyer's representatives
                (with no more than three (3) such representatives having access
                to the cockpit at any one time) accompany the Seller's
                representatives on a technical acceptance flight and during such
                flight the Buyer's representatives shall comply with the
                instructions of the Seller's representatives.

8.2.3     If the Buyer does not attend and/or purposely fails to co-operate in
          the Technical Acceptance Process, the Seller shall be entitled to
          complete the Technical Acceptance Process and the Buyer shall be
          deemed to have accepted the Technical Acceptance Process as
          satisfactory in all respects.

8.3       CERTIFICATE OF ACCEPTANCE

          Upon successful completion of the Technical Acceptance Process, the
          Buyer shall, on or before the Delivery Date, sign and deliver to the
          Seller a certificate of acceptance in respect of the Aircraft in the
          form of Exhibit D (the "CERTIFICATE OF ACCEPTANCE").

                               Clause 8 - Page 1/2
<PAGE>

8.4       AIRCRAFT UTILISATION

          The Seller shall, without payment or other liability, be entitled to
          use the Aircraft prior to Delivery as may be necessary to obtain the
          certificates required under Clause 7, and such use shall not prejudice
          the Buyer's obligation to accept Delivery of the Aircraft hereunder.

          Should the Seller wish to use the Aircraft of the Buyer before
          delivery for other purposes than the ones described above, the Seller
          has to obtain the Buyer's authorization and commercial compensation
          may be requested by the Buyer.

                               Clause 8 - Page 2/2
<PAGE>

9         DELIVERY

9.1       DELIVERY SCHEDULE

          Aircraft No.1        ***
          Aircraft No.2        ***
          Aircraft No.3        ***
          Aircraft No.4        ***
          Aircraft No.5        ***
          Aircraft No.6        ***
          Aircraft No.7        ***
          Aircraft No.8        ***
          Aircraft No.9        ***
          Aircraft No.10       ***
          Aircraft No.11       ***
          Aircraft No.12       ***
          Aircraft No.13       ***
          Aircraft No.14       ***
          Aircraft No.15       ***
          Aircraft No.16       ***
          Aircraft No.17       ***
          Aircraft No.18       ***
          Aircraft No.19       ***
          Aircraft No.20       ***

9.1.2     The Seller shall give the Buyer at least forty-five (45) days prior
          written notice of the anticipated date on which the Aircraft shall be
          Ready for Delivery. Thereafter the Seller shall notify the Buyer of
          any change in such date necessitated by the conditions of manufacture
          or flight.

9.2       DELIVERY

9.2.1     The Buyer shall send its representatives to the Delivery Location to
          take Delivery of, and collect, the Aircraft within seven (7) days
          after the date on which the Aircraft is Ready for Delivery and shall
          pay the Balance of the Final Price on or before the Delivery Date.

9.2.2     The Seller shall deliver and transfer title to the Aircraft free and
          clear of all encumbrances to the Buyer provided that the Balance of
          the Final Price has been paid by the Buyer pursuant to Clause 5.4 and
          that the Certificate of Acceptance has been signed and delivered to
          the Seller pursuant to Clause 8.3. The Seller shall provide the Buyer
          with a bill of sale in the form of Exhibit E (the "BILL OF SALE")
          and/or such other documentation confirming transfer of title and
          receipt of the Final Price as may reasonably be requested by the
          Buyer. Title to, property in and risk of loss of or damage to the
          Aircraft shall be transferred to the Buyer on Delivery.

9.2.3     Should the Buyer fail to

          (i)   deliver the signed Certificate of Acceptance to the Seller
                within the delivery period as defined in Clause 9.2.1; or

                               Clause 9 - Page 1/2
<PAGE>

          (ii)  pay the Balance of the Final Price for the Aircraft to the
                Seller within the above defined period

          then the Buyer shall be deemed to have rejected delivery of the
          Aircraft without warrant when duly tendered to it hereunder. In
          addition to Clause 5.7 and the Seller's other rights under this
          Agreement, the Seller shall retain title to the Aircraft but the Buyer
          shall thereafter bear all risk of loss of or damage to the Aircraft
          and shall indemnify and hold the Seller harmless against any and all
          costs (including but not limited to any parking, storage, and
          insurance costs) and consequences resulting from such failure.

9.3       FLY AWAY

9.3.1     The Buyer and the Seller shall co-operate to obtain any licenses which
          may be required by the Aviation Authority of the Delivery Location for
          the purpose of exporting the Aircraft.

9.3.2     All expenses of, or connected with, flying the Aircraft from the
          Delivery Location after Delivery shall be borne by the Buyer. The
          Buyer shall make direct arrangements with the supplying companies for
          the fuel and oil required for all post-Delivery flights.

                               Clause 9 - Page 2/2
<PAGE>

10        EXCUSABLE DELAY

10.1      The Buyer acknowledges that the Aircraft (is) (are) to be manufactured
          by Seller in performance of this Agreement and that the Scheduled
          Delivery Month(s) (is) (are) based on the assumption that there shall
          be no delay due to causes beyond the control of the Seller.
          Accordingly, Seller shall not be responsible for any delay in the
          Delivery of the Aircraft or delay or interruption in the performance
          of the other obligations of the Seller hereunder due to causes beyond
          its control, and not occasioned by its fault or negligence including
          (but without limitation) acts of God or the public enemy, war, civil
          war, warlike operations, terrorism, insurrections or riots, fires,
          explosions, natural disasters, compliance with any applicable foreign
          or domestic governmental regulation or order, labour disputes causing
          cessation, slowdown or interruption of work, inability after due and
          timely diligence to procure materials, equipment or parts, general
          hindrance in transportation or failure of a sub-contractor or supplier
          to furnish materials, equipment or parts. Any delay or interruption
          resulting from any of the foregoing causes is referred to as an
          "EXCUSABLE DELAY".

10.2      If an Excusable Delay occurs:

          (i)   the Seller shall notify the Buyer of such Excusable Delay as
                soon as practicable after becoming aware of the same;

          (ii)  the Seller shall not be responsible for any damages arising
                from or in connection with such Excusable Delay suffered or
                incurred by the Buyer;

          (iii) the Seller shall not be deemed to be in default in the
                performance of its obligations hereunder as a result of such
                Excusable Delay; and

          (iv)  the Seller shall as soon as practicable after the removal of
                the cause of the delay resume performance of its obligations
                under this Agreement and in particular shall notify to the
                Buyer the revised Scheduled Delivery Month.

10.3      TERMINATION ON EXCUSABLE DELAY

10.3.1    If the Delivery of any Aircraft is delayed as a result of an Excusable
          Delay for a period of more than twelve (12) months after the last day
          of the Scheduled Delivery Month then either party may terminate this
          Agreement with respect to the Aircraft so affected by giving written
          notice to the other party within thirty (30) days after the expiry of
          such twelve (12) month period provided that the Buyer shall not be
          entitled to terminate this Agreement pursuant to this Clause if the
          Excusable Delay results from a cause within its control.

10.3.2    If the Seller concludes that the Delivery of any Aircraft shall be
          delayed for more than twelve (12) months after the last day of the
          Scheduled Delivery Month due to an Excusable Delay and as a result
          thereof reschedules Delivery of such Aircraft to a date or month
          reflecting such delay then the Seller shall promptly notify the Buyer
          in writing to this effect and shall include in such notification the
          new Scheduled Delivery Month. Either party may thereupon terminate
          this Agreement with respect to such Aircraft by giving written notice
          to the other party within thirty (30) days after receipt by the Buyer
          of the notice of anticipated delay.

10.3.3    If this Agreement shall not have been terminated with respect to the
          delayed Aircraft during the thirty (30) day period referred to in
          either Clause 10.3.1 or 10.3.2 above, then the Seller shall be
          entitled to reschedule Delivery and the new Scheduled Delivery Month
          shall be notified to the Buyer and shall be binding on the parties.

                              Clause 10 - Page 1/2
<PAGE>

10.4      TOTAL LOSS, DESTRUCTION OR DAMAGE

          If prior to Delivery, any Aircraft is lost, destroyed or in the
          reasonable opinion of the Seller is damaged beyond repair ("TOTAL
          LOSS"), the Seller shall notify the Buyer to this effect within one
          (1) month of such occurrence. The Seller shall include in said
          notification (or as soon after the issue of the notice as such
          information becomes available to the Seller) the earliest date
          consistent with the Seller's other commitments and production
          capabilities that an aircraft to replace the Aircraft may be delivered
          to the Buyer and the Scheduled Delivery Month shall be extended as
          specified in the Seller's notice to accommodate the delivery of the
          replacement aircraft; provided, however, that in the event the
          specified extension of the Scheduled Delivery Month to a month is
          exceeding twelve (12) months after the last day of the original
          Scheduled Delivery Month then this Agreement shall terminate with
          respect to said Aircraft unless:

          (i)   the Buyer notifies the Seller within one (1) month of the date
                of receipt of the Seller's notice that it desires the Seller
                to provide a replacement aircraft during the month quoted in
                the Seller's notice; and

          (ii)  the parties execute an amendment to this Agreement recording
                the variation in the Scheduled Delivery Month;

          provided, however, that nothing herein shall require the Seller to
          manufacture and deliver a replacement aircraft if such manufacture
          would require the reactivation of its production line for the model or
          series of aircraft which includes the Aircraft purchased hereunder.

10.5      TERMINATION RIGHTS EXCLUSIVE

          In the event that this Agreement shall be terminated as provided for
          under the terms of Clauses 10.3 or 10.4, such termination shall
          discharge all obligations and liabilities of the parties hereunder
          with respect to such affected Aircraft and undelivered material,
          services, data or other items applicable thereto and to be furnished
          hereunder and neither party shall have any claim against the other for
          any loss resulting from such non-delivery. The Seller shall in no
          circumstances have any liability whatsoever for Excusable Delay other
          than as set forth in this Clause 10.

                              Clause 10 - Page 2/2
<PAGE>

11        NON-EXCUSABLE DELAY

11.1      LIQUIDATED DAMAGES

          ***

11.2      ***

11.3      ***

11.4      LIMITATION OF DAMAGES

          The Buyer and the Seller agree that payment by the Seller of the
          amounts due pursuant to Clause 11.1 shall be considered to be a
          liquidated damages and has been calculated to compensate the Buyer for
          its entire damages for all losses of any kind due to Non-Excusable
          Delay. The Seller shall not in any circumstances have any liability
          whatsoever for Non-Excusable Delay other than as set forth in this
          Clause 11.

                              Clause 11 - Page 1/1
<PAGE>

12        WARRANTIES AND SERVICE LIFE POLICY

          This Clause covers the terms and conditions of the warranty and
          service life policy.

12.1      STANDARD WARRANTY

12.1.1    NATURE OF WARRANTY

          Subject to the conditions and limitations as hereinafter provided for
          and except as provided for in Clause 12.1.2, the Seller warrants to
          the Buyer that each Aircraft and all Warranted Parts as defined
          hereinafter shall at Delivery to the Buyer:

          (i)   be free from defects in material;

          (ii)  be free from defects in workmanship, including without
                limitation processes of manufacture;

          (iii) be free from defects in design (including without limitation the
                selection of materials) having regard to the state of the art at
                the date of such design; and

          (iv)  be free from defects arising from failure to conform to the
                Specification, except to those portions of the Specification
                relating to performance or where it is expressly stated that
                they are estimates, approximations or design aims.

          For the purpose of this Agreement the term "WARRANTED PART" shall mean
          any Seller proprietary component, equipment, accessory or part as
          installed on an Aircraft at Delivery of such Aircraft and

          (a)   which is manufactured to the detailed design of the Seller or a
                subcontractor of the Seller and

          (b)   which bears a part number of the Seller at the time of such
                delivery.

12.1.2    EXCLUSIONS

          The warranties set forth in Clause 12.1.1 shall not apply to Buyer
          Furnished Equipment, nor to the Propulsion Systems, nor to any
          component, equipment, accessory or part purchased by the Seller that
          is not a Warranted Part except that:

          (i)   any defect in the Seller's workmanship incorporated in the
                installation of such items in the Aircraft, including any
                failure by the Seller to conform to the installation
                instructions of the manufacturer of such item that invalidates
                any applicable warranty from such manufacturer, shall constitute
                a defect in workmanship for the purpose of this Clause and be
                covered by the warranty set forth in sub-Clause 12.1.1 (ii); and

          (ii)  any defect inherent in the Seller's design of the installation,
                in view of the state of the art at the date of such design,
                which impair the use of such item shall constitute a defect in
                design for the purpose of this Clause and be covered by the
                warranty set forth in sub-Clause 12.1.1 (iii).

                                Clause 12 - 1/14
<PAGE>

12.1.3    WARRANTY PERIOD

          The warranties contained in Clauses 12.1.1 and 12.1.2 shall be limited
          to those defects which become apparent within thirty six (36) months
          after Delivery of the affected Aircraft ("WARRANTY PERIOD").

12.1.4    BUYER'S REMEDY AND SELLER'S OBLIGATION

12.1.4.1  The Buyer's remedy and the Seller's obligation and liability under
          Clauses 12.1.1 and 12.1.2 are limited to the repair, replacement or
          correction of any Warranted Part which is defective or to the supply
          of modification kits rectifying the defect, at the Seller's expense
          and option.

          The Seller may equally at its option furnish a credit to the Buyer
          equal to the price at which the Buyer is entitled to purchase a
          replacement for the defective Warranted Part.

12.1.4.2  In the event of a defect covered by sub-Clauses 12.1.1 (iii), 12.1.1
          (iv) and 12.1.2 (ii) becoming apparent within the Warranty Period and
          the Seller being obliged to correct such defect, the Seller shall
          also, if so requested by the Buyer, make such correction in any
          Aircraft which has not yet been delivered to the Buyer; provided,
          however,

          (i)   that the Seller shall not be responsible nor deemed to be in
                default on account of any delay in delivery of any Aircraft or
                otherwise, in respect of the performance of this Agreement due
                to the Seller's undertaking to make such correction and provided
                further

          (ii)  that, rather than accept a delay in the delivery of any such
                Aircraft, the Buyer and the Seller may agree to deliver such
                Aircraft with subsequent correction of the defect by the Buyer
                at the Seller's expense, or the Buyer may elect to accept
                delivery and thereafter file a warranty claim as though the
                defect had become apparent immediately after Delivery of such
                Aircraft.

12.14.3   In addition to the remedies set forth in Clauses 12.1.4.1 and
          12.1.4.2, the Seller shall reimburse the direct labor costs spent by
          the Buyer in performing inspections of the Aircraft to determine
          whether or not a defect exists in any Warranted Part within the
          Warranty Period or until the corrective technical solution removing
          the need for the inspection is provided by the Seller.

          The above commitment is subject to the following conditions:

          (i)   such inspections are recommended by a Seller Service Bulletin to
                be performed within the Warranty Period;

          (ii)  the inspection is performed outside of a scheduled maintenance
                check as recommended by the Seller's Maintenance Planning
                Document;

          (iii) the reimbursement shall not apply for any inspections performed
                as an alternative to accomplishing corrective action when such
                corrective action has been made available to the Buyer and such
                corrective action could have reasonably been accomplished by the
                Buyer at the time such inspections are performed or earlier,

          (iv)  the labor rate to be used for the reimbursement shall be labor
                rate

                                Clause 12 - 2/14
<PAGE>

                defined in Clause 12.1.7, and

          (v)   the manhours used to determine such reimbursement shall not
                exceed the Seller's estimate of the manhours required by the
                Buyer for such inspections.

12.1.5    WARRANTY CLAIM REQUIREMENTS

          Each Buyer's warranty claim ("WARRANTY CLAIM") shall be considered by
          the Seller only if the following conditions are first fulfilled:

          (i)   the defect having become apparent within the Warranty Period;

          (ii)  the Buyer having submitted to the Seller proof reasonably
                satisfactory to the Seller that the claimed defect is due to a
                matter embraced within this Clause 12.1, and that such defect
                has not resulted from any act or omission of the Buyer,
                including but not limited to, any failure to operate and
                maintain the affected Aircraft or part thereof in accordance
                with the standards set forth or any matter covered in Clause
                12.1.10;

          (iii) the Buyer having returned as soon as practicable the Warranted
                Part claimed to be defective to the repair facilities as may be
                designated by the Seller, except when the Buyer elects to repair
                a defective Warranted Part in accordance with the provisions of
                Clause 12.1.7;

          (iv)  the Seller having received a Warranty Claim as set forth in
                Clause 12.1.6.

12.1.6    WARRANTY ADMINISTRATION

          The warranties set forth in Clause 12.1 shall be administered as
          hereinafter provided for:

          (i)   CLAIM DETERMINATION

                Warranty Claim determination by the Seller shall be reasonably
                based upon the claim details, reports from the Seller's local
                representative, historical data logs, inspection, tests,
                findings during repair, defect analysis and other suitable
                documents.

          (ii)  TRANSPORTATION COSTS

                Transportation costs for sending a defective Warranted Part to
                the facilities designated by the Seller and for the return
                therefrom of a repaired or replaced Warranted Part shall be
                borne by the Seller.

          (iii) RETURN OF AN AIRCRAFT

                In the event of the Buyer desiring to return an Aircraft to the
                Seller for consideration of a Warranty Claim, the Buyer shall
                notify the Seller of its intention to do so and the Seller
                shall, prior to such return, have the right to inspect such
                Aircraft and thereafter, without prejudice to its rights
                hereunder, to repair such Aircraft, at its sole option, either
                at the Buyer's facilities or at another place acceptable to the
                Seller. Return of any Aircraft by the Buyer to the Seller will
                be at the Buyer's expense and return of such Aircraft to the
                Buyer's facilities shall be at the Seller's expense.

                                Clause 12 - 3/14
<PAGE>

          (iv)  ON-AIRCRAFT WORK BY THE SELLER

                In the event that a defect subject to this Clause 12.1 may
                justify the dispatch by the Seller of a working team to repair
                or correct such defect through the embodiment of one or several
                Seller's Service Bulletins at the Buyer's facilities, or in the
                event of the Seller accepting the return of an Aircraft to
                perform or have performed such repair or correction, then the
                labor costs for such on-Aircraft work are to be borne by the
                Seller at the labor rate defined in Clause 12.1.7.

                The condition which has to be fulfilled for on-Aircraft work by
                the Seller is that in the opinion of the Seller, the work
                necessitates the technical expertise of the Seller as
                manufacturer of the Aircraft.

                If said condition is fulfilled and if the Seller is requested to
                perform the work, the Seller and the Buyer shall agree on a
                schedule and place for the work to be performed.

          (v)   WARRANTY CLAIM SUBSTANTIATION

                In connection with each claim by the Buyer made under this
                Clause 12.1, the Buyer shall file a Warranty Claim on the
                Buyer's form within sixty (60) days after a defect became
                apparent. Such form must contain at least the following data:

                a) description of defect and action taken, if any,

                b) date of incident and/or removal date,

                c) description of the defective part,

                d) part number,

                e) serial number (if applicable),

                f) position on Aircraft,

                g) total flying hours or calendar time, as applicable at the
                   date of defect appearance,

                h) time since last shop visit at the date of defect appearance,

                i) manufacturer serial number ("Manufacturer's Serial Number")
                   of the Aircraft and/or its registration,

                j) Aircraft total flying hours and/or number of landings at the
                   date of defect appearance,

                k) Warranty Claim number,

                l) date of Warranty Claim,

                m) delivery date of Aircraft or part to the Buyer,

                Warranty Claims are to be addressed as follows:

                AIRBUS
                CUSTOMER SERVICES DIRECTORATE
                WARRANTY ADMINISTRATION
                Rond-Point Maurice Bellonte
                B.P. 33
                F-31707 BLAGNAC CEDEX

                                Clause 12 - 4/14
<PAGE>

                FRANCE

          (vi)  REPLACEMENTS

                Components, equipment, accessories or parts, which the Seller
                has replaced pursuant to this Clause, shall become the Seller's
                property. The replacement components, equipment, accessories or
                parts provided by the Seller to the Buyer pursuant to this
                Clause shall become the Buyer's property.

          (vii) SELLER'S REJECTION

                The Seller shall provide reasonable written substantiation in
                case of rejection of a Warranty Claim. In such event the Buyer
                shall refund to the Seller reasonable inspection and test
                charges incurred in connection therewith.

          (viii)SELLER'S INSPECTION

                The Seller shall have the right to inspect the affected Aircraft
                and documents and other records relating thereto in the event of
                any Warranty Claim under this Clause 12.1.

12.1.7    INHOUSE WARRANTY

          (i)   SELLER'S AUTHORIZATION

                The Seller hereby authorizes the Buyer to perform the repair of
                Warranted Parts ("INHOUSE WARRANTY") subject to the terms of
                this Clause 12.1.7.

          (ii)  CONDITIONS FOR SELLER'S AUTHORIZATION

                The Buyer shall be entitled to repair such Warranted Parts only:

                -   if the Buyer notifies the Seller's Representative of its
                    intention to perform Inhouse Warranty repairs before any
                    such repairs are started where the estimated cost of such
                    repair is in excess of US Dollars five thousand (US$5,000).
                    The Buyer's notification shall include sufficient detail
                    regarding the defect, estimated labor hours and material to
                    allow the Seller to ascertain the reasonableness of the
                    estimate. The Seller agrees to use all reasonable efforts to
                    ensure a prompt response and shall not unreasonably withhold
                    authorization;

                -   if adequate facilities and qualified personnel are available
                    to the Buyer;

                -   in accordance with the Seller's written instructions set
                    forth in the applicable Seller's technical documentation;

                -   to the extent specified by the Seller, or, in the absence of
                    such specification, to the extent reasonably necessary to
                    correct the defect, in accordance with the standards set
                    forth in Clause 12.1.10.

                                Clause 12 - 5/14
<PAGE>

          (iii) SELLER'S RIGHTS

                The Seller shall have the right to have any Warranted Part, or
                any part removed therefrom, claimed to be defective, returned to
                the Seller, as set forth in sub-Clause 12.1.6 (ii) if, in the
                judgement of the Seller, the nature of the defect requires
                technical investigation. The Seller shall further have the right
                to have a representative present during the disassembly,
                inspection and testing of any Warranted Part claimed to be
                defective, subject to its presence being practical and not
                unduly delaying the repair.

          (iv)  INHOUSE WARRANTY CLAIM SUBSTANTIATION

                Claims for Inhouse Warranty credit shall contain the same
                information as that required for Warranty Claims under
                sub-Clause 12.1.6 (v) and in addition shall include:

                a) a report of technical findings with respect to the defect,

                b) for parts required to remedy the defect:

                   - part numbers,

                   - serial numbers (if applicable),

                   - parts description,

                   - quantity of parts,

                   - unit price of parts,

                   - related Seller's or third party's invoices (if applicable),

                   - total price of parts,

                c) detailed number of labor hours,

                d) Inhouse Warranty Labor Rate,

                e) total claim value.

          (v)   CREDIT

                The Buyer's account shall be credited with an amount equal to
                the mutually agreed direct labor costs expended in performing
                the off-Aircraft repair of a Warranted Part and to the direct
                costs of materials incorporated in said repair.

                -   For the determination of direct labor costs only manhours
                    spent on disassembly, inspection, repair, reassembly, and
                    final inspection and test of the Warranted Part are
                    permissible. Any manhours required for maintenance work
                    concurrently being carried out on the Aircraft or Warranted
                    Part as well as for removal and installation of the
                    Warranted Part are not included.

                -   The manhours permissible above shall be multiplied by an
                    agreed labor rate, ("INHOUSE WARRANTY LABOUR RATE") and
                    representing the Buyer's composite labor rate meaning the
                    average hourly rate (excluding all fringe benefits, premium
                    time allowances, social charges, business taxes and the
                    like) paid to the Buyer's employees whose jobs are directly
                    related to the performance of the repair.

                -   Direct material costs are determined by the prices at which
                    the Buyer acquired such material, excluding any parts and
                    materials

                                Clause 12 - 6/14
<PAGE>

                   used for overhaul and as may be furnished by the Seller at
                   no charge.

         (vi)  LIMITATION

               The Buyer shall in no event be credited for repair costs
               (including labor and material) in excess of sixty-five per cent
               (65%) of the current catalogue price for a replacement of the
               defective Warranted Part,

               or

               where the repair cost (including labor and material) is in
               excess of US Dollars five thousand (US$ 5,000) unless previously
               approved by the Seller in accordance with sub-Clause 12.1.7 (ii).


         (vii) SCRAPPED MATERIAL

               The Buyer shall retain any defective Warranted Part beyond
               economic repair and any defective part removed from a Warranted
               Part during repair for a period of either one hundred and twenty
               (120) days after the date of completion of repair or sixty (60)
               days after submission of a claim for Inhouse Warranty credit
               relating thereto, whichever is longer. Such parts shall be
               returned to the Seller within thirty (30) days of receipt of the
               Seller's request to that effect.

               Notwithstanding the foregoing, the Buyer may scrap any such
               defective parts which are beyond economic repair and not
               required for technical evaluation locally with the agreement of
               the Seller's local representative. Scrapped Warranted Parts
               shall be evidenced by a record of scrapped material certified by
               an authorized representative of the Buyer.

12.1.8   STANDARD WARRANTY TRANSFERABILITY

         The warranties provided for in this Clause 12.1 for any Warranted Part
         shall accrue to the benefit of any airline in revenue service, other
         than the Buyer, if the Warranted Part enters into the possession of
         any such airline as a result of a pooling or leasing agreement between
         such airlines and the Buyer, in accordance with the terms and subject
         to the limitations and exclusions of the foregoing warranties, and to
         the extent permitted by any applicable law or regulations.

12.1.9   WARRANTY FOR CORRECTED, REPLACED OR REPAIRED WARRANTED PARTS

         Whenever any Warranted Part which contains a defect for which the
         Seller is liable under Clause 12.1 has been corrected, replaced or
         repaired pursuant to the terms of this Clause 12.1, the period of the
         Seller's warranty with respect to such corrected, replaced or repaired
         Warranted Part whichever may be the case, shall be the remaining
         portion of the original warranty.

12.1.10  ACCEPTED INDUSTRY STANDARD PRACTICES - NORMAL WEAR AND TEAR

         The Buyer's rights under this Clause 12.1 are subject to the Aircraft
         and each component, equipment, accessory and part thereof being
         maintained, overhauled, repaired, and operated in accordance with
         accepted industry standard practices, all technical documentation and
         any other instructions issued by the Seller and the Suppliers and the
         Propulsion Systems Manufacturer and all applicable rules,

                               Clause 12 - 7/14
<PAGE>

          regulations and directives of relevant Aviation Authorities.

12.1.10.1 The Seller's liability under this Clause 12.1 shall not extend to
          normal wear and tear nor to:

          (i)   any Aircraft or component, equipment, accessory or part thereof
                which has been repaired, altered or modified after Delivery
                except by the Seller or in a manner approved by the Seller;

          (ii)  any Aircraft or component, equipment, accessory or part thereof
                which has been operated in a damaged state;

          (iii) any component, equipment, accessory and part from which the
                trademark, name, part or serial number or other identification
                marks have been removed;

12.2      SELLER SERVICE LIFE POLICY

12.2.1    In addition to the warranties set forth in Clause 12.1, the Seller
          further agrees that should any item listed in Exhibit "F" ("ITEM")
          sustain any breakage or defect which can reasonably be expected to
          occur on a fleetwide basis, and which materially impairs the utility
          of the Item ("FAILURE"), and subject to the general conditions and
          limitations set forth in Clause 12.2.4, then the provisions of this
          Clause 12.2 ("SELLER SERVICE LIFE POLICY") shall apply.

12.2.2    PERIODS AND SELLER'S UNDERTAKINGS

          The Seller agrees that if a Failure occurs in an Item before the
          Aircraft in which such Item has been originally installed has
          completed thirty thousand (30,000) flying hours, or has completed
          twenty thousand (20,000) flight cycles, or within twelve (12) years
          after the Delivery of said Aircraft to the Buyer, whichever shall
          first occur, the Seller shall at its own discretion and as promptly as
          practicable and with the Seller's financial participation as
          hereinafter provided either:

12.2.2.1  design and furnish to the Buyer a correction for such Item with a
          Failure and provide any parts required for such correction (including
          Seller designed standard parts but excluding industry standard parts),
          or,

12.2.2.2  replace such Item.

                                Clause 12 - 8/14
<PAGE>

12.2.3    ***

12.2.4    GENERAL CONDITIONS AND LIMITATIONS

12.2.4.1  The undertakings given in this Clause 12.2 shall be valid after the
          period of the Seller's warranty applicable to an Item under Clause
          12.1.

12.2.4.2  The Buyer's remedy and the Seller's obligation and liability under
          this Service Life Policy are subject to the prior compliance by the
          Buyer with the following conditions:

          (i)   the Buyer shall maintain log books and other historical records
                with respect to each Item adequate to enable determination of
                whether the alleged Failure is covered by this Service Life
                Policy and if so to define the costs to be borne by the Seller
                in accordance with Clause 12.2.3;

          (ii)  the Buyer shall keep the Seller informed of any significant
                incidents relating to an Aircraft howsoever occurring or
                recorded;

                                Clause 12 - 9/14
<PAGE>

          (iii) the Buyer shall comply with the conditions of Clause 12.1.10;

          (iv)  the Buyer shall carry out specific structural inspection
                programs for monitoring purposes as may be established from time
                to time by the Seller. Such programs shall be as compatible as
                possible with the Buyer's operational requirements and shall be
                carried out at the Buyer's expense. Reports relating thereto
                shall be regularly furnished to the Seller;

          (v)   in the case of any breakage or defect, the Buyer must have
                reported the same in writing to the Seller within sixty (60)
                days after any breakage or defect in an Item becomes apparent
                whether or not said breakage or defect can reasonably be
                expected to occur in any other aircraft, and the Buyer shall
                have informed the Seller of the breakage or defect in sufficient
                detail to enable the Seller to determine whether said breakage
                or defect is subject to this Service Life Policy.

12.2.4.3  Except as otherwise provided for in this Clause 12.2, any claim under
          this Service Life Policy shall be administered as provided for in and
          shall be subject to the terms and conditions of Clause 12.1.6.

12.2.4.4  In the event that the Seller shall have issued a modification
          applicable to an Aircraft, the purpose of which is to avoid a Failure,
          the Seller may elect to supply the necessary modification kit free of
          charge or under a pro rata formula. If such a kit is so offered to the
          Buyer, then, to the extent of such Failure and any Failures that could
          ensue therefrom, the validity of the Seller's commitment under this
          Clause 12.2 shall be subject to the Buyer's incorporating such
          modification in the relevant Aircraft, as promulgated by the Seller
          and in accordance with the Seller's instructions, within a reasonable
          time.

12.2.4.5  This Service Life Policy is neither a warranty, performance guarantee,
          nor an agreement to modify any Aircraft or airframe components to
          conform to new developments occurring in the state of airframe design
          and manufacturing art.

          The Seller's obligation herein is to furnish only those corrections to
          the Items or provide replacement therefor as provided for in Clause
          12.2.3.

          The Buyer's sole remedy and relief for the non-performance of any
          obligation or liability of the Seller arising under or by virtue of
          this Service Life Policy shall be in monetary damages, limited to the
          amount the Buyer reasonably expends in procuring a correction or
          replacement for any Item which is the subject of a Failure covered by
          this Service Life Policy and to which such non-performance is related.

          The Buyer hereby waives, releases and renounces all claims to any
          further damages, direct, incidental or consequential, including loss
          of profits and all other rights, claims and remedies, arising under or
          by virtue of this Service Life Policy.

12.2.5    TRANSFERABILITY

          The Buyer's rights under this Clause 12.2 shall not be assigned, sold,
          leased, transferred or otherwise alienated by operation of law or
          otherwise, without the Seller's prior consent thereto, which shall not
          be unreasonably withheld and given in writing.

                                Clause 12 - 10/14
<PAGE>

          Any unauthorized assignment, sale, lease, transfer or other alienation
          of the Buyer's rights under this Service Life Policy shall, as to the
          particular Aircraft involved, immediately void this Service Life
          Policy in its entirety.

12.3      SUPPLIER PRODUCT SUPPORT AGREEMENTS

          Prior to the Delivery of the first Aircraft, the Seller shall provide
          the Buyer with such warranties and service life policies that the
          Seller has obtained pursuant to the Supplier Product Support
          Agreement.

12.3.1    DEFINITIONS

12.3.1.1  "SUPPLIER" means any supplier of Supplier Parts.

12.3.1.2  "SUPPLIER PART" means any component, equipment, accessory or part
          installed in an Aircraft at the time of Delivery thereof as to which
          there exists a Supplier Product Support Agreement. However, the
          Propulsion Systems and Buyer Furnished Equipment and other equipment
          selected by the Buyer to be supplied by Suppliers with whom the Seller
          has no existing enforceable warranty agreements are not Supplier
          Parts.

12.3.1.3  "SUPPLIER PRODUCT SUPPORT AGREEMENT" means an agreement between the
          Seller and a Supplier containing enforceable and transferable
          warranties and in the case of landing gear suppliers, service life
          policies for selected structural landing gear elements.

12.3.2    SUPPLIER'S DEFAULT

12.3.2.1  In the event of any Supplier, under any standard warranty obtained by
          the Seller pursuant to Clause 12.3.1, defaulting in the performance of
          any material obligation with respect thereto and the Buyer submitting
          in reasonable time to the Seller reasonable proof that such default
          has occurred, then Clause 12.1 shall apply to the extent the same
          would have been applicable had such Supplier Part been a Warranted
          Part, except that the Supplier's warranty period as indicated in the
          Supplier Product Support Agreement shall apply.

12.3.2.2  In the event of any Supplier, under any Supplier Service Life Policy
          obtained by the Seller pursuant to Clause 12.3,1, defaulting in the
          performance of any material obligation with respect thereto and the
          Buyer submitting in reasonable time to the Seller reasonable proof
          that such default has occurred, then Clause 12.2 shall apply to the
          extent the same would have been applicable had such Supplier Item been
          listed in Exhibit F, Seller Service Life Policy, except that the
          Supplier's Service Life Policy period as indicated in the Supplier
          Product Support Agreement shall apply.

12.3.2.3  At the Seller's request, the Buyer shall assign to the Seller, and the
          Seller shall be subrogated to, all of the Buyer's rights against the
          relevant Supplier with respect to and arising by reason of such
          default and shall provide reasonable assistance to enable the Seller
          to enforce the rights so assigned.

                                Clause 12 - 11/14
<PAGE>

12.4      INTERFACE COMMITMENT

12.4.1    INTERFACE PROBLEM

          If the Buyer experiences any technical problem in the operation of an
          Aircraft or its systems due to a malfunction, the cause of which,
          after due and reasonable investigation, is not readily identifiable by
          the Buyer, but which the Buyer reasonably believes to be attributable
          to the design characteristics of one or more components of the
          Aircraft ("INTERFACE PROBLEM"), the Seller shall, if so requested by
          the Buyer, and without additional charge to the Buyer except for
          transportation of the Seller's personnel to the Buyer's facilities,
          promptly conduct or have conducted an investigation and analysis of
          such problem to determine, if possible, the cause or causes of the
          problem and to recommend such corrective action as may be feasible.
          The Buyer shall furnish to the Seller all data and information in the
          Buyer's possession relevant to the Interface Problem, and shall
          cooperate with the Seller in the conduct of the Seller's
          investigations and such tests as may be required.

          At the conclusion of such investigation the Seller shall promptly
          advise the Buyer in writing of the Seller's opinion as to the cause or
          causes of the Interface Problem and the Seller's recommendations as to
          corrective action.

12.4.2    SELLER'S RESPONSIBILITY

          If the Seller determines that the Interface Problem is primarily
          attributable to the design of a Warranted Part, the Seller shall, if
          so requested by the Buyer and pursuant to the terms and conditions of
          Clause 12.1, correct the design of such Warranted Part to the extent
          of the Seller's obligation as defined in Clause 12.1.

12.4.3    SUPPLIER'S RESPONSIBILITY

          If the Seller determines that the Interface Problem is primarily
          attributable to the design of any Supplier Part, the Seller shall, if
          so requested by the Buyer, reasonably assist the Buyer in processing
          any warranty claim the Buyer may have against the Supplier.

12.4.4    JOINT RESPONSIBILITY

          If the Seller determines that the Interface Problem is attributable
          partially to the design of a Warranted Part and partially to the
          design of any Supplier Part, the Seller shall, if so requested by the
          Buyer, seek a solution to the Interface Problem through cooperative
          efforts of the Seller and any Supplier involved.

          The Seller shall promptly advise the Buyer of such corrective action
          as may be proposed by the Seller and any such Supplier. Such proposal
          shall be consistent with any then existing obligations of the Seller
          hereunder and of any such Supplier to the Buyer. Such corrective
          action when accepted by the Buyer shall constitute full satisfaction
          of any claim the Buyer may have against either the Seller or any such
          Supplier with respect to such Interface Problem.

12.4.5    GENERAL

12.4.5.1  All requests under this Clause 12.4 shall be directed to both the
          Seller and the Supplier.

                                Clause 12 - 12/14
<PAGE>

12.4.5.2  Except as specifically set forth in this Clause 12.4, this Clause
          shall not be deemed to impose on the Seller any obligations not
          expressly set forth elsewhere in this Clause 12.

12.4.5.3  All reports, recommendations, data and other documents furnished by
          the Seller to the Buyer pursuant to this Clause 12.4 shall be deemed
          to be delivered under this Agreement and shall be subject to the
          terms, covenants and conditions set forth in this Clause 12.

12.5      WAIVER, RELEASE AND RENUNCIATION

          THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND/OR ITS
          SUPPLIERS AND REMEDIES OF THE BUYER SET FORTH IN THIS CLAUSE 12 ARE
          EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES,
          RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND
          LIABILITIES OF THE SELLER AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS
          AND REMEDIES OF THE BUYER AGAINST THE SELLER AND/OR ITS SUPPLIERS
          EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY
          NON-CONFORMITY OR DEFECT IN ANY AIRCRAFT, COMPONENT, EQUIPMENT,
          ACCESSORY, PART, SOFTWARE OR DATA DELIVERED UNDER THIS AGREEMENT
          INCLUDING BUT NOT LIMITED TO:

          (A)   ANY WARRANTY AGAINST HIDDEN DEFECTS;

          (B)   ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

          (C)   ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE
                OF DEALING OR USAGE OF TRADE;

          (D)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER
                CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE
                SELLER'S AND/OR ITS SUPPLIERS' NEGLIGENCE, ACTUAL OR IMPUTED;
                AND

          (E)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR
                DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART,
                SOFTWARE OR DATA DELIVERED UNDER THIS AGREEMENT.

          THE SELLER AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION OR LIABILITY,
          HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER
          DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY
          NON-CONFORMITY OR DEFECT IN ANY AIRCRAFT, COMPONENT, EQUIPMENT,
          ACCESSORY, PART, SOFTWARE OR DATA DELIVERED UNDER THIS AGREEMENT.

          FOR THE PURPOSES OF THIS CLAUSE 12.5, "THE SELLER" SHALL INCLUDE THE
          SELLER, AND ITS AFFILIATES.

12.6      DUPLICATE REMEDIES

          The Seller shall not be obliged to provide any remedy which duplicates
          any other remedy already provided to the Buyer in respect of the same
          defect under any part of this Clause 12 as such Clause may be amended,
          complemented or supplemented by other contractual agreements or by
          other Clauses of this

                                Clause 12 - 13/14
<PAGE>

          Agreement.

12.7      NEGOTIATED AGREEMENT

          The Buyer specifically recognises that:

          (i)   the Specification has been agreed upon after careful
                consideration by the Buyer using its judgment as a professional
                operator;

          (ii)  this Agreement, and in particular this Clause 12, has been the
                subject of discussion and negotiation and is fully understood by
                the Buyer;

          (iii) the price of the Aircraft and the other mutual agreements of the
                Buyer set forth in this Agreement were arrived at in
                consideration of, inter alia, the provisions of this Clause 12,
                specifically including the waiver, release and renunciation by
                the Buyer set forth in Clause 12.5.

                                Clause 12 - 14/14
<PAGE>

13        PATENT AND COPYRIGHT INDEMNITY

13.1      INDEMNITY

13.1.1    Subject to the provisions of Clause 13.2.3, the Seller shall indemnify
          the Buyer from and against any damages, costs or expenses including
          legal costs (excluding damages, costs, expenses, loss of profits and
          other liabilities in respect of or resulting from loss of use of the
          Aircraft) resulting from any infringement or claim of infringement by
          the Airframe (or any part or software installed therein at Delivery)
          of:

          (i)   any British, French, German, Spanish or U.S. patent;

          and

          (ii)  any patent issued under the laws of any other country in which
                the Buyer may lawfully operate the Aircraft, provided that:

                (1)  from the time of design of such Airframe, accessory,
                     equipment or part and until infringement claims are
                     resolved, such country and the flag country of the Aircraft
                     are each a party to the Chicago Convention on international
                     Civil Aviation of December 7, 1944, and are each fully
                     entitled to all benefits of Article 27 thereof,

                or in the alternative,

                (2)  from such time of design and until infringement claims are
                     resolved, such country and the flag country of the Aircraft
                     are each a party to the International Convention for the
                     Protection of Industrial Property of March 20, 1883 ("Paris
                     Convention");

          and

          (iii) in respect of computer software installed on the Aircraft, any
                copyright, provided that the Seller's obligation to indemnify
                shall be limited to infringements in countries which, at the
                time of infringement, are members of The Berne Union and
                recognise computer software as a "work" under the Berne
                Convention.

13.1.2    Clause 13.1.1 shall not apply to

          (i)   Buyer Furnished Equipment or Propulsion Systems; or

          (ii)  parts not supplied pursuant to a Supplier Product Support
                Agreement; or

          (iii) software not created by the Seller but provided by the Buyer or
                caused to be provided by the Buyer.

                              Clause 13 - Page 1/2
<PAGE>

13.1.3    In the event that the Buyer is prevented from using the Aircraft
          (whether by a valid judgement of a court of competent jurisdiction or
          by a settlement arrived at between claimant, Seller and Buyer), the
          Seller shall at its expense either:

          (i)   procure for the Buyer the right to use the same free of charge
                to the Buyer; or

          (ii)  replace the infringing part of the Aircraft as soon as possible
                with a non-infringing substitute complying in all other
                respects with the requirements of this Agreement.

13.2      ADMINISTRATION OF PATENT AND COPYRIGHT INDEMNITY CLAIMS

13.2.1    If the Buyer receives a written claim or a suit is threatened or
          commenced against the Buyer for infringement of a patent or copyright
          referred to in Clause 13.1, the Buyer shall:

          (i)   forthwith notify the Seller giving particulars thereof;

          (ii)  furnish to the Seller all data, papers and records within the
                Buyer's control or possession relating to such patent or claim;

          (iii) refrain from admitting any liability or making any payment or
                assuming any expenses, damages, costs or royalties or otherwise
                acting in a manner prejudicial to the defense or denial of such
                suit or claim provided always that nothing in this sub-Clause
                (iii) shall prevent the Buyer from paying such sums as may be
                required in order to obtain the release of the Aircraft,
                provided such payment is accompanied by a denial of liability
                and is made without prejudice;

          (iv)  fully co-operate with, and render all such assistance to, the
                Seller as may be pertinent to the defense or denial of the suit
                or claim;

          (v)   act in such a way as to mitigate damages and / or to reduce the
                amount of royalties which may be payable as well as to minimise
                costs and expenses.

13.2.2    The Seller shall be entitled either in its own name or on behalf of
          the Buyer to conduct negotiations with the party or parties alleging
          infringement and may assume and conduct the defense or settlement of
          any suit or claim in the manner which, in the Seller's opinion, it
          deems proper.

13.2.3    The Seller's liability hereunder shall be conditional upon the strict
          and timely compliance by the Buyer with the terms of this Clause and
          is in lieu of any other liability to the Buyer express or implied
          which the Seller might incur at law as a result of any infringement or
          claim of infringement of any patent or copyright.

                              Clause 13 - Page 2/2
<PAGE>

14        TECHNICAL DATA AND SOFTWARE SERVICES

          This Clause covers the terms and conditions for the supply of
          technical data and software services (hereinafter "TECHNICAL DATA") to
          support the Aircraft operation.

14.1      SCOPE

          The Technical Data shall be supplied in the English language using the
          aeronautical terminology in common use.

          Range, form, type, format, Air Transport Association ("ATA") / Non ATA
          compliance, quantity and delivery schedule of the Technical Data to be
          provided under this Agreement are covered in Exhibit G.

          Not used or only partially used Technical Data provided pursuant to
          this Clause shall not be compensated or credited to the Buyer.

14.2      AIRCRAFT IDENTIFICATION FOR TECHNICAL DATA

14.2.1    For the customized Technical Data the Buyer agrees to the allocation
          of fleet serial numbers ("FLEET SERIAL NUMBERS") in the form of block
          of numbers selected in the range from 001 to 999.

14.2.2    The sequence shall not be interrupted except if two (2) different
          Propulsion Systems or two (2) different Aircraft models are selected.

14.2.3    The Buyer shall indicate to the Seller the Fleet Serial Number
          allocated to the Aircraft Manufacturer's Serial Number within
          forty-five (45) days after execution of this Agreement. The allocation
          of Fleet Serial Numbers to Manufacturer's Serial Numbers shall not
          constitute any property, insurable or other interest of the Buyer
          whatsoever in any Aircraft prior to the Delivery of such Aircraft as
          provided for in this Agreement.

          The affected customized Technical Data are:

          -     Aircraft Maintenance Manual (and associated products),

          -     Illustrated Parts Catalog,

          -     Trouble Shooting Manual,

          -     Aircraft Wiring Manual,

          -     Aircraft Schematics Manual,

          -     Aircraft Wiring Lists.

14.3      INTEGRATION OF EQUIPMENT DATA

14.3.1    SUPPLIER EQUIPMENT

          Information relating to Supplier equipment which is installed on the
          Aircraft by the Seller shall be introduced into the customized
          Technical Data to the extent necessary for the comprehension of the
          systems concerned, at no additional charge to the Buyer for the
          Technical Data basic issue.

14.3.2    BUYER FURNISHED EQUIPMENT

14.3.2.1  The Seller shall introduce Buyer Furnished Equipment data, for
          equipment which is installed on the Aircraft by the Seller, into the
          customized Technical Data at no

                              Clause 14 - Page 1/24
<PAGE>

          additional charge to the Buyer for the Technical Data basic issue,
          provided such data is provided in accordance with the conditions set
          forth in Clauses 14.3.2.2 through 14.3.2.5 hereunder.

14.3.2.2  The Buyer shall supply the data related to Buyer Furnished Equipment
          to the Seller at least six (6) months before the scheduled delivery of
          the customized Technical Data. The Buyer Furnished Equipment data
          supplied to the Buyer by the Seller shall be in English Language.

14.3.2.3  The supplied Buyer Furnished Equipment data shall be established in
          compliance with ATA 100/2200 standard Specification, in the Revision
          applicable to the corresponding Aircraft type.

          Subsequent revisions of the ATA Specification shall be considered as
          applicable.

14.3.2.4  The Buyer and the Seller shall enter into a "Data Supply/Exchange
          Agreement" with the aim of managing the Buyer Furnished Equipment
          data integration process in an efficient, expedite and economic
          manner.

14.3.2.5  The Buyer Furnished Equipment data shall be delivered in digital
          format (SGML) and/or in Portable Document Format (PDF), as shall have
          been set forth in the Data Supply/Exchange Agreement.

14.3.2.6  All costs related to the delivery to the Seller of the applicable
          Buyer Furnished Equipment data shall be borne by the Buyer.

14.4      DELIVERY

14.4.1    The Technical Data and corresponding revisions to be supplied by the
          Seller shall be sent to one address only as advised by the Buyer.

14.4.2    Packing and shipment of the Technical Data and their revisions shall
          be carried out in consideration of the quickest transportation
          methods. The shipment shall be Free Carrier (FCA) TOULOUSE, FRANCE
          and/or Free Carrier (FCA) HAMBURG, FEDERAL REPUBLIC OF GERMANY, as the
          term Free Carrier (FCA) is defined by publication no. 560 of the
          International Chamber of Commerce, published in January 2000.

14.4.3    The delivery schedule of the Technical Data shall be phased as
          mutually agreed to correspond with Aircraft deliveries. The Buyer
          agrees to provide forty (40) days notice when requesting a change to
          the delivery schedule.

14.4.4    It shall be the responsibility of the Buyer to coordinate and satisfy
          local Aviation Authorities' needs for Technical Data. Reasonable
          quantities of such Technical Data shall be supplied by the Seller at
          no charge to the Buyer Free Carrier (FCA) TOULOUSE, FRANCE and/or Free
          Carrier (FCA) HAMBURG, FEDERAL REPUBLIC OF GERMANY.

14.5      REVISION SERVICE

          Unless otherwise specifically stated, revision service shall be
          provided on a free of charge basis for a period of three (3) years
          after delivery of the last firmly ordered Aircraft covered under this
          Agreement.

                              Clause 14 - Page 2/24
<PAGE>

          Thereafter revision service shall be provided at the standard
          conditions set forth in the then current Seller's Customer Services
          Catalog.

14.6      SERVICE BULLETINS (SB) INCORPORATION

          During the period of revision service and upon the Buyer's request for
          incorporation, which shall be made within two years after issuance of
          a Service Bulletin, Seller's Service Bulletin information shall be
          incorporated into the Technical Data for the Buyer's Aircraft after
          formal notification by the Buyer of its intention to accomplish a
          Service Bulletin. The split effectivity for the corresponding Service
          Bulletin shall remain in the Technical Data until notification from
          the Buyer that embodiment has been completed on all the Buyer's
          Aircraft. The above is applicable for Technical Data relating to
          maintenance. For the operational Data only the pre or post Service
          Bulletin status shall be shown.

14.7      FUTURE DEVELOPMENTS

          The Seller shall continuously monitor technological developments and
          apply them to data and document production and methods of transmission
          where beneficial and economical. The Buyer accepts to consider any new
          development proposed by the Seller for possible implementation.

14.8      TECHNICAL DATA FAMILIARIZATION

          Upon request by the Buyer, the Seller is ready to provide a one (1)
          week Technical Data familiarization training at the Seller's or at the
          Buyer's facilities. If such familiarization is conducted at the
          Buyer's facilities, the Buyer shall reimburse the Seller for all air
          travel (business class) and living expenses of the representatives of
          the Seller conducting such familiarization.

14.9      CUSTOMER ORIGINATED CHANGES (COC)

14.9.1    Buyer originated data may be introduced as COC into the following
          customized Technical Data:

          -     Aircraft Maintenance Manual (and associated products),

          -     Illustrated Parts Catalog,

          -     Trouble Shooting Manual,

          -     Aircraft Wiring Manual,

          -     Aircraft Schematics Manual,

          -     Aircraft Wiring Lists,

          -     Flight Crew Operating Manual,

          -     Quick Reference Handbook.

14.9.2    COC data shall be established by the Buyer according to the Customer
          Guide for Customer Originated Changes, as issued by the Seller. The
          Buyer shall ensure that any such data is in compliance with the
          requirements of its local Aviation Authorities.

          COC data shall be incorporated by the Seller into all affected
          customized Technical Data unless the Buyer specifies in writing the
          documents of its choice into which the COC data shall be incorporated.
          The customized Technical Data into which the COC data are incorporated
          shall only show the Aircraft configuration reflecting the

                              Clause 14 - Page 3/24
<PAGE>

          COC data and not the configuration before such COC data's
          incorporation.

14.9.3.1  The Buyer hereby acknowledges and accepts that the incorporation of
          any COC into the Technical Data issued by the Seller shall be entirely
          at the Buyer's risk and that the Seller shall not be required to check
          any COC data submitted for incorporation.

          Further, the Buyer acknowledges full liability for the effects,
          including all related costs, which any COC may have on any subsequent
          Service Bulletins and/or modifications.

14.9.3.2  THE SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR
          LIABILITIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW,
          COURSE OF DEALING OR OTHERWISE, AND WITHOUT LIMITATION ALL WARRANTIES
          AS TO QUALITY, OPERATION, MERCHANTABILITY, FITNESS FOR ANY INTENDED
          PURPOSE, AND ALL OTHER CHARACTERISTICS WHATSOEVER, INCLUDING ANY
          OMISSIONS OR INACCURACIES THEREIN, OF ANY CUSTOMER ORIGINATED CHANGES
          INCORPORATED INTO THE TECHNICAL DATA ISSUED BY THE SELLER.

          THE FOREGOING DISCLAIMER SHALL ALSO APPLY TO ANY OTHER PORTION OF THE
          SELLER'S TECHNICAL DATA WHICH MAY BE AFFECTED BY ANY SUCH CUSTOMER
          ORIGINATED CHANGES.

14.9.3.3  In the event of the Seller being required under any court order or
          settlement to indemnify any third party for injury, loss or damage
          incurred directly or indirectly as a result of incorporation of any
          COC into the Technical Data issued by the Seller, the Buyer agrees to
          reimburse the Seller for all payments or settlements made in respect
          of such injury, loss or damage including any expenses incurred by the
          Seller in defending such claims.

14.9.4    The incorporation of any COC as aforesaid shall be performed under the
          conditions specified in the Seller's then current Customer Services
          Catalog.

14.10     SOFTWARE SERVICES

14.10.1   PERFORMANCE ENGINEER'S PROGRAMS

14.10.1.1 In addition to the standard operational manuals, the Seller shall
          provide to the Buyer software components and databases composing the
          Performance Engineer's Programs (PEP) for the Aircraft type covered
          under this Agreement under licence conditions as defined in Appendix A
          to this Clause.

14.10.1.2 Use of the PEP shall be limited to one (1) copy to be used on one (1)
          computer. The PEP is intended for use on ground only and shall not be
          embarked on board of the Aircraft.

14.10.1.3 The licence to use the PEP shall be granted free of charge for as long
          as the revisions of the PEP are free of charge in accordance with
          Clause 14.5. At the end of such period, the yearly revision service
          for the PEP shall be provided to the Buyer at the standard commercial
          conditions set forth in the then current Seller's Customer Services
          Catalog.

14.10.2   AIRN@V BASIC CONSULTATION

                              Clause 14 - Page 4/24
<PAGE>

            Certain Technical Data are provided on DVD under licence conditions
            as defined in Appendix A to this Clause.

            The affected Technical Data under Basic AirN@v are the following;

            -     Trouble Shooting Manual,

            -     Aircraft Maintenance Manual,

            -     Illustrated Parts Catalog.

            The licence to use Basic AirN@v shall be granted free of charge for
            the Aircraft for as long as the revisions of Basic AirN@v are free
            of charge in accordance with Clause 14.5. At the end of such period,
            the yearly revision service for Basic AirN@v shall be provided to
            the Buyer at the standard commercial conditions set forth in the
            then current Seller's Customer Services Catalog.

14.10.3     AIRBUS ON-LINE SERVICES

            Airbus On-Line Services is a database allowing the Buyer to access
            through a web-portal a wide range of services.

            For the sake of clarification, it is hereby specified that Technical
            Data accessed through Airbus On-Line Services, which access is
            covered by licence conditions set forth in Appendix C hereto, remain
            subject to the conditions of this Clause 14.

            In addition, should Airbus On-Line Services provide access to
            Technical Data in software format, the use of such software shall be
            further subject to the conditions of Appendix A hereto.

14.10.3.1   AIRBUS ON-LINE BASIC SERVICES

            The Airbus On-Line Basic Services available free of charge under
            this Agreement, as described in Appendix B hereto, shall be provided
            for as long as the Aircraft are operated by the Buyer.

14.10.3.2   ON-LINE TECHNICAL DATA

14.10.3.2.1 Certain Technical Data as defined in Exhibit "G" are provided
            on-line at no cost as long as revision service is provided in
            accordance with Clause 14.5.

14.10.3.2.2 The list of the Technical Data available on-line may be extended
            from time to time.

            For any Technical Data which is or becomes available on-One, the
            Seller reserves the right to suppress other formats for the
            concerned Technical Data.

14.10.3.3   Access to Airbus On-Line Services shall be granted free of charge
            for a maximum of twenty-five (25) of the Buyer's users (including
            one Buyer Administrator) for the Technical Data related to the
            Aircraft which shall be operated by the Buyer.

14.10.3.4   Access to Airbus On-Line Services is subject to licence conditions
            as set forth in Appendix C hereto.

14.11       WARRANTIES

14.11.1     The Seller warrants that the Technical Data are prepared in
            accordance with the

                              Clause 14 - Page 5/24
<PAGE>

            state of art at the date of their conception. Should any Technical
            Data prepared by the Seller contain non-conformity or defect, the
            sole and exclusive liability of the Seller shall be to take all
            reasonable and proper steps to, at its option, correct or replace
            such Technical Data. Notwithstanding the above, no warranties of any
            kind are given for the Customer Originated Changes, as set forth in
            Clause 14.9.

14.11.2     THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND/OR ITS
            SUPPLIERS AND REMEDIES OF THE BUYER SET FORTH IN THIS CLAUSE 14 ARE
            EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES,
            RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND
            LIABILITIES OF THE SELLER AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS
            AND REMEDIES OF THE BUYER AGAINST THE SELLER AND/OR ITS SUPPLIERS,
            EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
            NON-CONFORMITY OR DEFECT IN ANY TECHNICAL DATA DELIVERED UNDER THIS
            AGREEMENT, INCLUDING BUT NOT LIMITED TO:

            (A)   ANY WARRANTY AGAINST HIDDEN DEFECTS;

            (B)   ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

            (C)   ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
                  COURSE OF DEALING OR USAGE OF TRADE;

            (D)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER
                  CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE
                  SELLER'S AND/OR ITS SUPPLIERS' NEGLIGENCE, ACTUAL OR IMPUTED;
                  AND

            (E)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR
                  DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR
                  PART THEREOF OR ANY TECHNICAL DATA DELIVERED HEREUNDER.

            THE SELLER AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION OR
            LIABILITY, HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR
            FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH
            RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY TECHNICAL DATA
            DELIVERED UNDER THIS AGREEMENT.

            FOR THE PURPOSES OF THIS CLAUSE 14.11.2, "THE SELLER" SHALL INCLUDE
            THE SELLER AND ANY OF ITS AFFILIATES.

14.12       PROPRIETARY RIGHTS

14.12.1     All proprietary rights, including but not limited to patent, design
            and copyrights, relating to Technical Data shall remain with the
            Seller and/or its Affiliates as the case may be.

            These proprietary rights shall also apply to any translation into a
            language or languages or media that may have been performed or
            caused to be performed by the Buyer.

14.12.2     Whenever this Agreement provides for manufacturing by the Buyer, the
            consent given by the Seller shall not be construed as express or
            implicit approval howsoever neither of the Buyer nor of the
            manufactured products. The supply of the Technical Data shall not be
            construed as any further right for the Buyer to design or
            manufacture any Aircraft or part thereof or spare part.

                             Clause 14 - Page 6/24
<PAGE>

14.13       CONFIDENTIALITY

14.13.1     The Technical Data and their content are designated as confidential.
            All such Technical Data are supplied to the Buyer for the sole use
            of the Buyer who undertakes not to disclose the contents thereof to
            any third party without the prior written consent of the Seller save
            as permitted therein or otherwise pursuant to any government or
            legal requirement imposed upon the Buyer.

14.13.2     In the case of the Seller having authorized the disclosure to third
            parties either under this Agreement or by an express prior written
            authorization, the Buyer shall undertake that such third party agree
            to be bound by the same conditions and restrictions as the Buyer
            with respect to the disclosed Technical Data.

                              Clause 14 - Page 7/24
<PAGE>

                            APPENDIX A TO CLAUSE 14

                                 LICENCE FOR USE

                                       OF

                                    SOFTWARE

                              Clause 14 - Page 8/24
<PAGE>

                           LICENCE FOR USE OF SOFTWARE

1.    DEFINITIONS

      For the purposes of this licence the following definitions shall apply:

      "LICENSOR" means the Seller.

      "LICENSEE" means the Buyer.

      "SOFTWARE" means the set of programs, configurations, processes, rules
      and, if applicable, documentation related to the operation of the data
      processing.

      "FREEWARE" means the Software furnished free of charge to the Licensee.

      "COMPOSITE WORK" means the work composed of various elements, such as
      database, software or data, and which necessitates the use of the Software

      "USER GUIDE" means the documentation, which may be in electronic format,
      designed to assist the Licensee to use the Software, Freeware or Composite
      Work, as applicable.

      Capitalized terms used herein and not otherwise defined in this Software
      Licence shall have the meaning assigned thereto in the Agreement.

2.    GRANT

      The Licensor grants the Licensee the right to use the Software under the
      conditions set forth below ("the SOFTWARE LICENCE"). The Software Licence
      shall also apply to any Freeware and/or Composite Work delivered by the
      Licensor.

3.    PERSONAL LICENCE

      The sole right granted to the Licensee under this Software Licence is the
      right to use the Software. The Software Licence is personal to the
      Licensee, for its own internal use, and is non-transferable and
      non-exclusive.

4.    COPIES

      Use of the Software is limited to the number of copies delivered by the
      Licensor to the Licensee and to the medium on which the Software is
      delivered. No reproduction shall be made without the written consent of
      the Licensor. It is however agreed that the Licensee is authorized to copy
      the Software for back-up and archiving purposes. Any copy authorized by
      the Licensor to be made by the Licensee shall be performed under the sole
      responsibility of the Licensee. The Licensee agrees to reproduce the
      copyright and other notices as they appear on or within the original media
      on any copies that the Licensee makes of the Software.

5.    TERM

      Subject to the Licensee having complied with the terms of this Software
      Licence, the rights under the Software Licence shall be granted from the
      date of first delivery of the Software to

                             Clause 14 - Page 9/24
<PAGE>

      December 31st of the year of delivery. For the following years, the rights
      under this Software Licence shall be automatically granted to the Licensee
      from January 1st to December 31st, subject to compliance by the Licensee
      with its obligations.

      The Licensee may terminate the Software Licence by notifying in writing to
      the Licensor its desire not to renew the service for the following year.
      Such notification shall be received by the Licensor not later than
      November 30th of the current year.

      For clarification purposes, it is hereby expressly stated that the
      Software may be offered for a limited period. In the event that the
      Licensor should offer a replacement product, the conditions for using such
      product shall be subject to a separate agreement.

6.    CONDITIONS OF USE

      Under the present Software Licence, the Licensee shall:

      -     do its utmost to maintain the Software and the relating
            documentation in good working condition, in order to ensure the
            correct operation thereof;

      -     use the Software in accordance with such documentation and the User
            Guide, and ensure that the staff using the Software has received the
            appropriate training;

      -     use the Software exclusively in the technical environment defined in
            the applicable User Guide, except as otherwise agreed in writing
            between the parties (subject to said agreement, decompilation may be
            exceptionally agreed to by the Licensor in order for the Licensee to
            obtain the necessary information to enable the Software to function
            in another technical environment);

      -     use the Software for its own internal needs and on its network only,
            when technically possible, and exclusively on the machine referenced
            and the site declared;

      -     not alter, reverse engineer, modify or adapt the Software, nor
            integrate all or part of the Software in any manner whatsoever into
            another software product;

      -     when the source code is provided to the Licensee, the Licensee shall
            have the right to study and test the Software, under conditions to
            be expressly specified by the Licensor, but in no event shall the
            Licensee have the right to correct, modify or translate the
            Software;

      -     nor correct the Software, except that such correction right may
            exceptionally be granted to the Licensee by the Licensor in writing

      -     not translate, disassemble or decompile the Software, nor create a
            software product derived from the Software;

      -     not attempt to or authorize a third party to discover or re-write
            the Software source codes in any manner whatsoever;

      -     not delete any identification or declaration relative to the
            intellectual property rights, trademarks or any other information
            related to ownership or intellectual property rights provided in the
            Software by the Licensor;

      -     not pledge, sell, distribute, grant, sub-licence, lease, lend,
            whether on a free-of-charge basis or against payment, or permit
            access on a time-sharing basis or any other utilization of the
            Software, whether in whole or in part, for the benefit of a third
            party;

                             Clause 14 - Page 10/24
<PAGE>

      -     not permit any third party to use the Software in any manner,
            including but not limited to, any outsourcing, loan,
            commercialization of the Software or commercialization by merging
            the Software into another software or adapting the Software, without
            prior written consent from the Licensor.

      The Licensor shall be entitled, subject to providing reasonable prior
      written notice thereof to the Licensee, to come and verify in the
      Licensee's facilities whether the conditions specified in the present
      Software Licence are respected. This shall not however engage the
      responsibility of the Licensor in any way whatsoever.

7.    TRAINING

      In addition to the User Guide provided with the Software, training and
      other assistance shall be provided upon the Licensee's request on a
      chargeable basis.

8.    PROPRIETARY RIGHTS

      The Software is proprietary to the Licensor or the Licensor has acquired
      the intellectual property rights necessary to grant this Software Licence.
      The copyright and all other proprietary rights in the Software are and
      shall remain the property of the Licensor.

      The Licensor reserves the right to modify any Software at its sole
      discretion without prior notice to the Licensee.

9.    COPYRIGHT INDEMNITY

      The Licensor shall defend and indemnify the Licensee against any claim
      that the normal use of the Software infringes the intellectual property
      rights of any third party, provided that the Licensee:

      -     Immediately notifies the Licensor of any such claim;

      -     Makes no decision or settlement of any claim;

      -     Allows the Licensor to have sole control over all negotiations for
            its settlement;

      -     Gives the Licensor all reasonable assistance in connection
            therewith.

      Should the Licensee be prevented from using the Software by any
      enforceable court decision, the Licensor shall at its own costs and at its
      choice either modify the Software to avoid infringement or obtain for the
      Licensee the right to use the Software.

10.   CONFIDENTIALITY

      The Software and its contents are designated as confidential. The Licensee
      undertakes not to disclose the Software or parts thereof to any third
      party without the prior written consent of the Licensor. In so far as it
      is necessary to disclose aspects of the Software to the employees, such
      disclosure is permitted solely for the purpose for which the Software is
      supplied and only to those employees who need to know the same.

      The obligations of the Licensee to maintain confidentiality shall survive
      the termination of the Software Licence grant for a period of ten (10)
      years.

                             Clause 14 - Page 11/24
<PAGE>

11.   WARRANTY

      The Licensor warrants that the Software is prepared in accordance with the
      state of art at the date of its conception and shall perform substantially
      in accordance with its functional and technical specification at the time
      of delivery. Should the Software be found to contain any non-conformity or
      defect, the Licensee shall notify the Licensor promptly thereof and the
      sole and exclusive liability of the Licensor under this Software Licence
      shall be to correct the same.

      THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE LICENSOR AND/OR ITS
      SUPPLIERS AND REMEDIES OF THE LICENSEE ARE EXCLUSIVE AND IN SUBSTITUTION
      FOR, AND THE LICENSEE HEREBY WAIVES, RELEASE AND RENOUNCES, ALL OTHER
      WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE LICENSOR AND/OR ITS
      SUPPLIERS AND RIGHTS, CLAIMS AND REMEDIES OF THE LICENSEE AGAINST THE
      LICENSOR, ITS SUPPLIERS AND/OR THEIR INSURERS, EXPRESS OR IMPLIED, ARISING
      BY LAW OR OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY
      SOFTWARE DELIVERED UNDER THIS SOFTWARE LICENCE INCLUDING BUT NOT LIMITED
      TO:

      (A)   ANY WARRANTY AGAINST HIDDEN DEFECTS;

      (B)   ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

      (C)   ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
            DEALING OR USAGE OF TRADE;

      (D)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER
            CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE
            LICENSOR'S AND/OR ITS SUPPLIERS' NEGLIGENCE, ACTUAL OR IMPUTED; AND

      (E)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE
            TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF OR
            ANY SOFTWARE DELIVERED HEREUNDER.

      THE LICENSOR AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION OR LIABILITY,
      HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER
      DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY
      NON-CONFORMITY OR DEFECT IN ANY SOFTWARE DELIVERED UNDER THIS SOFTWARE
      LICENCE.

      FOR THE PURPOSES OF THIS CLAUSE 11, "THE LICENSOR" SHALL INCLUDE THE
      LICENSOR, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS.

      The Licensor shall have no liability for data that is entered into the
      Software by the Licensee and/or used for computation purposes.

12.   LIABILITY AND INDEMNITY

      The Software is supplied under the express condition that the Licensor
      shall have no liability in contract or in tort arising from or in
      connection with the use or possession by the Licensee of the Software and
      that the Licensee shall indemnify and hold the Licensor harmless from and
      against any liabilities and claims resulting from such use or possession.

13.   EXCUSABLE DELAYS

13.1  The Licensor shall not be responsible nor be deemed to be in default on
      account of delays in delivery or otherwise in the performance of this
      Software Licence or any part thereof due to causes reasonably beyond
      Licensor's or its subcontractors' control including but not limited to:

                             Clause 14 - Page 12/24
<PAGE>

      natural disasters, fires, floods, explosions or earthquakes, epidemics or
      quarantine restrictions, serious accidents, total or constructive total
      loss, any act of the government of the country of the Licensee or the
      governments of the countries of Licensor or its subcontractors, war,
      insurrections or riots, failure of transportation, communications or
      services, strikes or labor troubles causing cessation, slow down or
      interruption of services, inability after due and timely diligence to
      procure materials, accessories, equipment or parts, failure of a
      subcontractor or vendor to furnish materials, accessories, equipment or
      parts due to causes reasonably beyond such subcontractor's or vendor's
      control or failure of the Licensee to comply with its obligations arising
      out of the present Software Licence.

13.2  The Licensor shall, as soon as practicable after becoming aware of any
      delay falling within the provisions of this Clause, notify the Licensee of
      such delay and of the probable extent thereof and shall, subject to the
      conditions as hereinafter provided and as soon as practicable after the
      removal of the cause or causes for delay, resume performance under the
      Software Licence.

13.3  Should an event of force majeure last for a period extending beyond three
      (3) months, the Software Licence shall be automatically terminated, as a
      matter of right, unless otherwise agreed in writing, without compensation
      for either the Licensor or the Licensee.

14.   TERMINATION

      In the event of breach of an obligation set forth in this Software Licence
      by either the Licensor or the Licensee, which is not cured within 30 days
      from the date of receipt of a written notice notifying the breach, the
      non-breaching party shall be entitled to terminate this Software Licence.

      In the event of termination for any cause, the Licensee shall no longer
      have any right to use the Software and shall return to the Licensor all
      copies of the Software and any relating documentation together with an
      affidavit to that effect. In case of breach by the Licensee, the Licensor
      shall be entitled to retain any amount paid for the ongoing year.

15.   GENERAL PROVISIONS

15.1  This Software Licence or part thereof shall not be assigned to a third
      party without the prior written consent of the other party except that the
      Licensor may assign this Licence to any of the Licensor's Affiliates.

15.2  This Software Licence shall be governed by the laws of France. All
      disputes arising in connection with this Software Licence shall be
      submitted to the competent courts of Toulouse, France.

15.3  In the event that any provision of this Software Licence should for any
      reason be held ineffective, the remainder of this Software Licence shall
      remain in full force and effect.

      The invalid provision shall be replaced by such valid one as the parties
      would have chosen had they been aware of such invalidity.

15.4  All notices and requests required or authorized hereunder shall be given
      in writing either by registered mail (return receipt requested) or by
      telefax. In the case of any such notice or request being given by
      registered mail, the date upon which the answerback is recorded by the
      addressee or, in case of a telefax, the date upon which the answerback is
      recorded by the sender's telefax machine, shall be deemed to be the
      effective date of such notice or request.

                             Clause 14 - Page 13/24
<PAGE>

                                                         APPENDIX B TO CLAUSE 14

                             APPENDIX B TO CLAUSE 14

                             AIRBUS ON-LINE SERVICES

                                 BASIC SERVICES

                             Clause 14 - Page 14/24
<PAGE>

                                                         APPENDIX B TO CLAUSE 14

                                 BASIC SERVICES

[ ] MAINTENANCE & ENGINEERING

      -     ENGINEERING TECHNICAL DATA SERVICE (ETDS)

            The ETDS service shall provide access, via a document index, to the
            contents of:

                  -     Service Bulletins - issued since beginning of 1993 (SB's
                        after July 1997 in SGML; SB's between 1993 and July 1997
                        in PDF)

                  -     Modification Information Document (MID)

                  -     All Operators Telex (AOT)

                  -     Flight Operations Telex (FOT)

                  -     Service Information Letter (SIL)

                  -     Consignes de Navigabilite (CN)

                  -     Airworthiness Directives (AD)

                  -     Technical follow-up (TFU)

                  -     Operators Information Telex (OIT)

      -     QUARTERLY SERVICE REPORT (QSR)

            The QSR-WEB is the new electronic format of the Quarterly Service
            Report, featuring Web technology.

      -     REPAIR GUIDE (ARG/AOG)

            This service shall provide the Buyer with information about
            Suppliers' authorized repair stations and the AOG stock locations.

      -     MODIFICATION COMPARISON LIST (ACCL)

            The purpose of this service is to provide the Buyer with
            Modification Comparison Lists that are created for each and every
            aircraft delivered.

[ ] TRAINING

            The training catalog is available.

                             Clause 14 - Page 15/24
<PAGE>

                                                         APPENDIX B TO CLAUSE 14

[ ] MATERIEL

      -     SPARES ORDERING

            This service is already available in an autonomous mode
            (http://spares.airbus.com). The integration in Airbus On-Line
            Services Basic services is in progress.

[ ] GENERAL INFORMATION

      -     CUSTOMER SERVICES CATALOG

      -     WARRANTY CLAIM (CAWA)

            Four main functions are available:

            -     Warranty claims booking

            -     Consultation of the warranty claims status

            -     Consultation of statistics on response time regarding
                  closed/open files

            -     Consultation of warranty guide

            NOTE: Warranty Services are aimed at people who have authority to
                  file warranty claims.

      -     VENDOR INFORMATION MANUAL (VIM)

            The VIM/E gives contact for major equipment Suppliers, who have
            signed Customer Support agreements with the Seller, including their
            Regional Customer Support facilities and equipment by aircraft type.

      -     SUPPLIER PRODUCT SUPPORT AGREEMENT (SPSA)

            The SPSA is the collection of the Agreements that the Seller has
            reached with its major Suppliers; these Agreements are transferable
            to the Buyer.

            These Agreements are based on the Seller's GCP/General Conditions of
            Purchase, Part II, 450, 650 and 2000.

                             Clause 14 - Page 16/24
<PAGE>

                                                         APPENDIX C TO CLAUSE 14

                             APPENDIX C TO CLAUSE 14

                   LICENCE FOR USE OF AIRBUS ON-LINE SERVICES

                             Clause 14 - Page 17/24
<PAGE>

                                                         APPENDIX C TO CLAUSE 14

             AIRBUS ON-LINE SERVICES GENERAL CONDITIONS OF LICENSING

These Airbus On-Line Services General Conditions of Licensing ("the CONDITIONS")
shall apply to services provided by the Seller in relation with Airbus On-Line
Services.

1.    DEFINITIONS

      In these Conditions:

      The "Access Procedure Kit"          means the information necessary for
                                          accessing the Database.

      The "Administrator"                 means the person appointed by the User
                                          Entity to be responsible for
                                          qualifying, suspending or canceling
                                          the qualification of an Authorized
                                          User, gathering identification
                                          information relative to such
                                          Authorized User, applying to the
                                          Certification-Service-Provider for the
                                          appropriate Certificate, providing the
                                          necessary access equipment as
                                          specified by the Seller, registering
                                          the Authorized User and the Authorized
                                          User related Certificate with the
                                          Seller and managing the Authorized
                                          Users.

      The "Authorized User"               means a natural person who has been
                                          authorized by the Administrator of the
                                          User Entity to access the Database
                                          under these Conditions.

      The "Certificate"                   means an electronic record (file) that
                                          binds a Public Key to the identity of
                                          the owner of a Public - Private Key
                                          pair and is signed by the
                                          Certification-Service-Provider.

      The "Certification-Service-         means an entity or a legal or natural
      Provider"                           person retained by the Seller, who
                                          issues Certificates and/or provides
                                          other services related to Electronic
                                          Signature.

      The "Data"                          means usual representation of a piece
                                          of information - whether collected or
                                          produced on any medium - so as to
                                          facilitate its processing on the
                                          Database.

      The "Database"                      means Data of the Seller organized in
                                          such a manner as to be used by
                                          computer programs forming distinct
                                          applications to facilitate electronic
                                          or telecommunication Data exchange and
                                          computer programs comprising the
                                          necessary electronic elements for the
                                          operation of the Database such as a
                                          Database index, viewing systems, and
                                          database services known as Airbus
                                          On-Line Services.

      The "Electronic Signature"          means data in electronic form which
                                          are attached to or logically
                                          associated with other electronic data
                                          and which serve as a method of
                                          authentication.

      The "Extracting"                    means temporary or permanent transfer
                                          of Data from a Database by any means
                                          or media.

      The "Multibase"                     means a set of databases, which
                                          compose the Database.

      The "On-Line Help"                  means on-line operating assistance and
                                          guidance information.

      The "Public key"                    means the public cryptographic key
                                          used for the purpose of verifying an
                                          Electronic Signature.

      The "Public Key Infrastructure"     means the system organizing the
                                          generation and distribution of keys
                                          and Certificates.

                             Clause 14 - Page 18/24
<PAGE>

                                                         APPENDIX C TO CLAUSE 14

      The "Private Key"                   means the private cryptographic key
                                          used for the purpose of creating an
                                          Electronic Signature.

      The "Reader"                        means equipment to be acquired by the
                                          User Entity to be used with the
                                          Smartcard for authentication of the
                                          User Entity's Authorized Users.

      The "Smartcard"                     means a card supplied by the Seller,
                                          memorizing the User Entity's
                                          Authorized User's identity, personal
                                          password and Private Key for use with
                                          the Reader for authentication and
                                          security purposes.

      The "Substantial Extraction"        means permanent or temporary transfer
                                          of a substantial part of the Data from
                                          the Database by any means or media.

      The "Use"                           means viewing, Extracting, reviewing,
                                          printing, reproducing, on any media,
                                          of Data from the Database, under the
                                          conditions set forth in these
                                          Conditions.

      The "User Entity"                   means the Buyer.

      The "User Guide"                    means documentation, which may be in
                                          electronic format, designed to assist
                                          the Authorized User to use the
                                          Database.

      Capitalized terms used herein and not otherwise defined in these
      Conditions shall have the meaning assigned thereto in the Agreement.

2.    SCOPE

2.1   The Seller has built an original Database from Data realized and collected
      by the Seller related to Airbus aircraft technical and commercial
      documentation and information, which is available via a set of services
      known as Airbus On-Line Services ("AIRBUS ON-LINE SERVICES"). The
      different Airbus On-Line Services may be accessed via Airbus On-Line
      Services website.

2.2   The Conditions define the terms and conditions under which the Seller
      grants the User Entity, who accepts, a personal, non-exclusive,
      non-assignable and non-transferable right to use Data from the Airbus
      On-Line Services Database for its own professional needs.

2.3   The User Entity represents to be competent to use and evaluate the Airbus
      On-Line Services and represents further that the Database matches its
      professional needs. The User Entity also represents to have the adequate
      resources to administer its Authorized Users and to implement Electronic
      Signature technology.

3.    LICENCED RIGHTS

      The User Entity shall be granted, for Authorized Users only, a
      non-exclusive, personal, non-transferable, non-assignable right to access,
      use, extract, reproduce, print Data from the Database from the site(s)
      designated by the Seller for its own strictly professional needs for the
      duration of these Conditions.

      Such right shall extend to all Authorized Users of the User Entity on the
      basis of the level of service selected by the User Entity. The User Entity
      shall not, under any circumstances, carry out a Substantial Extraction of
      Data from the Database.

4.    CONFIGURATION

      The User Entity acknowledges that the Seller may not be held responsible
      for any consequences attached to the Seller's modification from time to
      time of its information system's configuration, including its operating
      system, and of any software used in connection with the Database.

                             Clause 14 - Page 19/24
<PAGE>

                                                         APPENDIX C TO CLAUSE 14

5.    DATABASE CONDITIONS OF USE

5.1   The User Entity shall appoint one or several Administrators who shall be
      responsible for qualifying, suspending or canceling the qualification of
      Authorized Users, gathering identification information relative to such
      Authorized Users, applying to the Certification-Service-Provider for the
      appropriate Certificate, providing the necessary access equipment as
      specified by the Seller, registering the Authorized Users and the
      Authorized User related Certificates with the Seller and managing the
      Authorized Users.

      An Authorized User may access Airbus On-Line Services by logging onto the
      Airbus On-line Services website as specified by the Seller. Log on
      procedures set forth by the Seller and in the Access Procedure Kit made
      available to the User Entity require a Certificate issued by a
      Certification-Service-Provider, used with the Authorized User's Smartcard
      and a Reader for the Administrator.

5.2   The User Entity is only granted the right to use the Airbus On-Line
      Services Database services under the terms and conditions set forth
      herein. The Database shall only be used for the User Entity's own
      professional needs. The User Entity shall be solely responsible for the
      choice of the services it wishes to access.

      The User Entity is solely responsible for defining its own search strategy
      on the Database, for evaluating the appropriateness of the search results
      and for defining how to use the Data obtained from the Database.

      The User Entity shall take every measure necessary to prevent unauthorized
      access to the Database, the Data and to the documentation including the
      User Guide. Positive authentication of an Authorized User in the
      conditions set forth herein and as specified by the Seller shall bind the
      User Entity for each and every transaction performed by such Authorized
      User and the User Entity expressly waives any right to repudiate any
      transaction resulting from such Use.

      The User Entity shall comply with the security procedure as defined by the
      Seller.

6.    DATABASE AVAILABILITY

      The Database shall be available to the User Entity on a 24 hours a day / 7
      days a week basis. Notwithstanding the above, the Seller reserves the
      right to suspend temporarily the access to Airbus On-Line Services where
      such suspension is necessary for fixing security problems, performing
      maintenance services, updating and/or upgrading the Database. The Seller
      shall inform the User Entity in due time before any scheduled suspension,
      except in case of security problems.

7.    EVIDENTIARY AGREEMENT

      The electronic logs produced by the Seller's information system shall be
      held as valid evidence of the communications, transactions and payments
      made between the Seller and the User Entity via reiterated, electronically
      communicated consent. The Seller shall store such logs in a reasonably
      secure manner on its information system or any third party's system or
      medium.

      The Seller shall also ensure that such data contained on such logs are not
      altered or modified after their initial recording.

8.    ELECTRONIC SIGNATURE

      The use by the User Entity of the Certificates together with the Readers
      remains within the User Entity's sole control and shall attest:

      -     authentication of the User Entity and the Authorized User;

      -     authentication of the Data communicated by and/or to the User Entity
            and the Authorized User;

      -     Electronic Signature of the User Entity and the Authorized User.

                             Clause 14 - Page 20/24
<PAGE>

                                                         APPENDIX C TO CLAUSE 14

9.     CERTIFICATION

       The Seller shall specify a Certification-Service-Provider, who shall
       provide for certification of the Authorized Users.

       Such Certification-Service-Provider shall, upon the User Entity's
       application, issue one or several Certificates containing the
       identification of the Certification-Service-Provider and the country in
       which such Certificate was established, the identification of the User
       Entity and the Authorized User, the User Entity's and the Authorized
       User's Public Key corresponding to the User Entity's and the Authorized
       User's Private Key, the identity code of the Certificate, the Electronic
       Signature of the Certification-Service-Provider issuing the Certificate
       and possible limitations on the scope of use of the Certificate.

10.    INTELLECTUAL PROPERTY RIGHTS

10.1   The User Entity is hereby informed that the Database is owned by the
       Seller and/or its Affiliates, as the case may be, pursuant to French
       intellectual property laws. The User Entity shall not infringe directly
       or indirectly the Seller's and/or its Affiliates' ownership rights on the
       Database. The User Entity shall not deactivate the Database-integrated
       security system.

10.2   The User Entity is not authorized to make representations in any form
       whatsoever, to market or to promote the Database or any Data from the
       Database, whether gratuitously or for a consideration. The User Entity is
       not authorized to adapt, modify, alter, arrange or translate the Database
       for any reason. The User Entity is not authorized to create a new
       Database competing with the Seller's Database. The User Entity is not
       authorized to alter in any way the Database's architecture.

10.3   The User Entity shall inform members of its personnel, agents and
       representatives of the terms of the foregoing disposition as well as of
       the terms limiting the Database Use provided under these Conditions. The
       User Entity shall take all necessary steps to prevent unauthorized access
       to the Database. The User Entity shall maintain all copyright mentions
       appearing on the Database, Data and documentation including User Guide,
       on any media.

10.4   The foregoing does not operate any assignment of intellectual property
       rights to the User Entity but, rather, grants the User Entity rights to
       use the Database as provided under these Conditions.

10.5   User documentation, including User Guide and On-Line Help, is and shall
       remain the Seller's property. The User Entity is granted a right to use
       such documentation solely in connection with its Use of the Database.

11.    INTELLECTUAL PROPERTY RIGHTS INDEMNITY

       The Seller shall defend and indemnify the User Entity against any claim
       that the normal Use of the Database infringes the intellectual property
       rights of any third party, provided that the User Entity:

       -     immediately notifies the Seller of any such claim;

       -     makes no admission or settlement of any claim;

       -     allows the Seller to have sole control over such claim;

       -     gives the Seller all reasonable assistance in connection therewith.

12.    WARRANTY

12.1   The Seller warrants that the Database is prepared in accordance with the
       state of art at the date of conception. Should the Database be found to
       contain any non-conformity or defect, the User Entity shall notify the
       Seller promptly thereof and the sole and exclusive liability of the
       Seller under these Conditions shall be to correct the same at its own
       expense.

12.2   The above warranty is subject to the following conditions:

12.2.1 By reason of (i) the diversity of the information sources, (ii) the
       information processing complexity, (iii) the difficulty to control
       sources by cross-checking, the User Entity shall use the Data with care.

12.2.2 The User Entity shall inform the Seller of any error or lack of Data it
       may become aware of during the performance

                             Clause 14 - Page 21/24
<PAGE>

                                                         APPENDIX C TO CLAUSE 14

       of these Conditions. Data transmission occurs at the User Entity's own
       risks.

12.2.3 The User Entity shall be solely responsible for selecting and maintaining
       telecommunication lines, information system equipment and configuration,
       software, including browser, and software products enabling the User
       Entity to access the Airbus On-Line Services website.

12.2.4 The User Entity is aware of the limitations of the Airbus On-Line
       Services website, including in terms of the network's availability, speed
       or malfunction and that it shall in no event hold the Seller responsible
       for such shortcomings inherent to the network. Further, the User Entity
       shall ensure that any software, including proprietary software, which may
       interface with the relevant Database does not affect the Database access
       conditions.

12.2.5 The User Entity shall comply with its obligations related to the access
       and Use of the Database defined in these Conditions.

12.3   WAIVER, RELEASE AND RENUNCIATION

       THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND/OR ITS
       SUPPLIERS AND REMEDIES OF THE USER ENTITY SET FORTH IN THESE CONDITIONS
       ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE USER ENTITY HEREBY WAIVES,
       RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES
       OF THE SELLER AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS AND REMEDIES OF THE
       USER ENTITY AGAINST THE SELLER, ITS SUPPLIERS AND/OR THEIR INSURERS
       EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
       NON-CONFORMITY OR DEFECT IN THE DATABASE MADE AVAILABLE UNDER THESE
       CONDITIONS INCLUDING BUT NOT LIMITED TO:

       (A)   ANY WARRANTY AGAINST HIDDEN DEFECTS;

       (B)   ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

       (C)   ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
             DEALING OR USAGE OF TRADE;

       (D)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER
             CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE
             SELLER'S AND/OR ITS SUPPLIERS' NEGLIGENCE, ACTUAL OR IMPUTED; AND

       (E)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR
             DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART
             THEREOF, OR THE DATABASE MADE AVAILABLE HEREUNDER.

       THE SELLER AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION OR LIABILITY,
       HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER
       DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY
       NON-CONFORMITY OR DEFECT IN THE DATABASE MADE AVAILABLE UNDER THESE
       CONDITIONS.

       FOR THE PURPOSES OF THIS CLAUSE 12.3, "THE SELLER" SHALL INCLUDE THE
       SELLER, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS.

13.    NON DISCLOSURE

       The User Entity shall not disclose the Database or parts thereof and its
       contents to any third party without the prior written consent of the
       Seller. In so far as it is necessary to disclose aspects of the Database
       to employees, such disclosure is permitted only for the purpose for which
       the Database is supplied and only to the employee who needs to know the
       same.

14.    ADMINISTRATIVE AUTHORIZATIONS

       The Seller and the User Entity shall assist one another and co-operate in
       order to obtain and hold all necessary administrative authorizations for
       the performance of these Conditions.

                             Clause 14 - Page 22/24
<PAGE>

                                                         APPENDIX C TO CLAUSE 14

15.   PERSONAL DATA PROTECTION

      The Seller and the User Entity shall register with the relevant authority
      or authorities any personal data files or personal data automated
      processing systems as provided under applicable local laws and shall
      inform each other of any information system evolution, which could affect
      such registration(s).

      The User Entity is hereby notified in accordance with article 27 of French
      law no. 78-17 of January 6,1978, that the Seller shall request personal
      data from the User Entity for accessing the Database. Failure to provide
      such data shall prevent access to the Database. Personal data shall be
      used by the Seller, its Affiliates and subcontractors for the sole purpose
      of connecting and accessing the Database by the User Entity and shall be
      kept strictly confidential. Such personal data are protected by the above
      mentioned law.

      Personal data may be accessed by the User Entity and, as the case may be,
      rectified in writing addressed to the Seller. The User Entity shall notify
      Authorized Users of their aforementioned rights and shall personally abide
      by applicable rules on personal data protection.

16.   EXCUSABLE DELAYS

16.1  The Seller shall not be responsible nor be deemed to be in default on
      account of delays in delivery or otherwise in the performance of these
      Conditions or any part thereof due to causes reasonably beyond the
      Seller's or its subcontractors' control including but not limited to:
      natural disasters, fires, floods, explosions or earthquakes, epidemics or
      quarantine restrictions, serious accidents, total or constructive total
      loss, any act of the government of the country of the User Entity or the
      governments of the countries of the Seller or its subcontractors, war,
      insurrections or riots, failure of transportation, communications or
      services, strikes or labor troubles causing cessation, slow down or
      interruption of services, inability after due and timely diligence to
      procure materials, accessories, equipment or parts, failure of a
      subcontractor or vendor to furnish materials, accessories, equipment or
      parts due to causes reasonably beyond such subcontractor's or vendor's
      control or failure of the User Entity to comply with its obligations
      arising out of the present Conditions.

16.2  The Seller shall, as soon as practicable after becoming aware of any delay
      falling within the provisions of this Clause, notify the User Entity of
      such delay and of the probable extent thereof and shall, subject to the
      conditions as hereinafter provided and as soon as practicable after the
      removal of the cause or causes for delay, resume performance under these
      Conditions.

16.3  Should an event of force majeure last for a period extending beyond three
      (3) months, these Conditions shall be automatically terminated, as a
      matter of right, unless otherwise agreed in writing, without compensation
      for either the Seller or the User Entity.

17.   TERMINATION

17.1  In the event of breach of an obligation set forth in these Conditions by
      either the Seller or the User Entity, which is not cured within 30 days
      from the date of receipt of a written notice notifying the breach, the
      non-breaching party shall be entitled to terminate these Conditions.

17.2  In the event of termination for any cause, the User Entity shall no longer
      have any right to use the Database, the Seller shall be entitled to retain
      any amount paid for the ongoing year.

18.   GENERAL PROVISIONS

18.1  ASSIGNMENT

      These Conditions or part thereof may not be assigned to a third party
      without the prior consent of the other party except that the Seller may
      assign all or part of these Conditions to any of its Affiliates.

                             Clause 14 - Page 23/24
<PAGE>

                                                         APPENDIX C TO CLAUSE 14

18.2  LAW

      These Conditions shall be governed by the laws of France. Ail disputes
      arising in connection with these Conditions shall be submitted to the
      competent courts in Toulouse, France.

18.3  INVALIDITY

      In the event that any provision of these Conditions should for any reason
      be held ineffective, the remainder of these Conditions shall remain in
      full force and effect.

18.4  NOTICES

      All notices and requests required or authorized hereunder shall be given
      in writing either by registered mail (return receipt requested] or by
      telefax at the addresses set forth below. In the case of any such notice
      or request being given by registered mail, the date upon which it is
      received by the addressee or, in the case of a telefax, the date upon
      which it is sent with a correct confirmation printout, shall be deemed to
      be the effective date of such notice or request.

                             Clause 14 - Page 24/24
<PAGE>

15          SELLER REPRESENTATIVES

15.1        CUSTOMER SUPPORT MANAGER

            The Seller shall assign one (1) customer support manager based at
            the Seller's main office to coordinate customer support matters
            between the Seller's main office and the Buyer after signature of
            this Agreement for as long as one (1) Aircraft is operated by the
            Buyer.

15.2        CUSTOMER SERVICES REPRESENTATIVES

15.2.1      ***

15.2.2      ***

15.2.3      ***

15.2.4      ***

15.2.5      ***

15.3        ***

15.3.1      ***

15.3.2      ***

15.3.3      ***

15.3.4      ***

                                Clause 15 - 1/3

<PAGE>

15.3.5      The Buyer shall assist the Seller to obtain from the civil
            authorities of the Buyer's country those documents which are
            necessary to permit the Seller's Representatives to live and work in
            the Buyer's country. Failure of the Seller to obtain the necessary
            documents shall relieve the Seller of any obligation to the Buyer
            under the provisions of Clause 15.2.

15.3.6      The Buyer shall reimburse to the Seller charges, taxes, duties,
            imposts or levies of any kind whatsoever, imposed by authorities of
            the Buyer's country upon:

            -  the entry into or exit from the Buyer's country of the Seller's
               Representatives and their families,

            -  the entry into or the exit from the Buyer's country of the
               Seller's Representatives and their families' personal property,

            -  the entry into or the exit from the Buyer's country of the
               Seller's property.

15.4        WITHDRAWAL OF THE SELLER'S REPRESENTATIVES

            The Seller shall have the right to withdraw its assigned Seller
            Representatives as it sees fit if conditions arise which are in the
            Seller's opinion dangerous to their safety or health or prevent them
            from fulfilling their contractual tasks.

15.5        SELLER'S REPRESENTATIVES' STATUS

            In providing the above technical services, the Seller's
            Representatives and other employees are deemed to be acting in an
            advisory capacity only and at no time shall they be deemed to act as
            Buyer's employees or agents, either directly or indirectly.

15.6        INDEMNITIES

            INDEMNIFICATION PROVISIONS APPLICABLE TO THIS CLAUSE 15 ARE SET
            FORTH IN CLAUSE 19.

                                Clause 15 - 2/3

<PAGE>

                                                         APPENDIX A TO CLAUSE 15

                        SELLER REPRESENTATIVE ALLOCATION

      The Seller Representative allocation that is provided to the Buyer
      pursuant to Clause 15.2 is defined hereunder.

1     The Buyer shall be provided a total of one hundred fifty (150) man-months
      of Seller Representative services at the Buyer's main base or at other
      locations to be mutually agreed.

2     For clarification, such Seller Representatives' services shall include
      initial Aircraft Entry Into Service (EIS) assistance and sustaining
      support services.

3     The number of the Seller's Representatives assigned to the Buyer at any
      one time shall be mutually agreed, but at no time shall it exceed three
      (3) men.

4     Absence of an assigned Seller's Representative during normal statutory
      vacation periods are covered by the Seller's Representatives as defined in
      Clause 15.2.2 and as such are accounted against the total allocation
      provided in item 1 above.

                                Clause 15 - 3/3

<PAGE>

16          TRAINING AND TRAINING AIDS

16.1        GENERAL

            This Clause 16 covers the terms and conditions for the supply of
            training and training aids for the Buyer's personnel to support the
            Aircraft operation.

16.2        SCOPE

16.2.1      The range and quantity of training and training aids to be provided
            free of charge under this Agreement are covered in Appendix A to
            this Clause 16.

16.2.2.1    With respect to Maintenance Training, training courses shall be
            provided up to one (1) year after Delivery of the last Aircraft
            ordered under this Agreement.

16.2.2.2    With respect to Flight Operations Training, the quantity of training
            allocated to each Aircraft shall be provided up to one (1) year
            after Delivery of each corresponding Aircraft.

16.2.3      In the event that the Buyer should use none or only part of the
            training or training aids to be provided pursuant to this Clause 16,
            no compensation or credit of any sort shall be provided.

16.3        TRAINING ORGANISATION/LOCATION

16.3.1      The Seller shall provide training at its training center in Blagnac,
            France (the "SELLER'S TRAINING CENTER") or one of its affiliated
            training centers in Miami, U.S.A., or Beijing, China (the
            "AFFILIATED TRAINING CENTERS").

16.3.2      In the event of the non-availability of facilities or scheduling
            imperatives making training by the Seller impractical, the Seller
            shall make arrangements for the provision to the Buyer of such
            training support elsewhere.

16.3.3      Upon the Buyer's request, the Seller may also provide certain
            training at a location other than the Seller's Training Center or
            Affiliated Training Centers, including one of the Buyer's bases, if
            and when practicable for the Seller, under terms and conditions to
            be mutually agreed upon. In this event, all additional charges
            listed in Clause 16.6.2 shall be borne by the Buyer.

16.4        TRAINING COURSES

16.4.1      Training courses, as well as the minimum and maximum numbers of
            trainees per course provided for the Buyer's personnel, are defined
            in the applicable brochure describing the various Seller's training
            courses (the "SELLER'S TRAINING COURSE CATALOG") and shall be
            scheduled as mutually agreed upon during a training conference ("the
            TRAINING CONFERENCE") to be held at least twelve (12) months prior
            to Delivery of the first Aircraft.

16.4.2      When training is performed by the Seller:

            (i)   Training courses shall be the Seller's standard courses as
                  described in the applicable Seller's Training Course Catalog
                  valid at the time of the execution of the course. The Seller
                  shall be responsible for all training

                                Clause 16 - 1/18

<PAGE>

                  course syllabi, training aids and training equipment necessary
                  for the organisation of the training courses;

            (ii)  The equipment used for training of flight and maintenance
                  personnel shall not be fully customised, however such
                  equipment and the training curricula used for training of
                  flight and/or maintenance personnel shall be configured in
                  order to obtain the relevant Aviation Authorities' approval
                  and to support the Seller's training programs. Training data
                  and documentation shall not be revised;

            (iii) Training data and documentation for trainees receiving the
                  training at the Seller's Training Center or Affiliated
                  Training Centers shall be free-of-charge. Training data and
                  documentation shall be marked "FOR TRAINING ONLY" and as such
                  are supplied for the sole and express purpose of training;

            (iv)  Upon the Buyer's request, the Seller shall collect and pack
                  for consolidated shipment to the Buyer's facility, all
                  training data and documentation of the Buyer's trainees
                  attending training at the Seller's Training Center or
                  Affiliated Training Centers at no charge to the Buyer;

                  The above shipment shall be delivered Free Carrier ("FCA")
                  Toulouse, Blagnac Airport, or the airport closest to the
                  Seller's Affiliated Training Center at which the training
                  actually takes place, as applicable, as the term Free Carrier
                  ("FCA") is defined by publication No. 560 of the International
                  Chamber of Commerce published in January 2000. Title to and
                  risk of loss of said shipment shall pass to the Buyer upon
                  delivery.

16.4.3      When the training courses are provided by the Seller's instructors,
            upon successful completion of the training course by the trainee(s),
            the Seller shall deliver to the trainees a certificate of completion
            at the end of any such training course. The Seller's certificate
            does not represent authority or qualification by any Aviation
            Authorities but may be presented to such Aviation Authorities in
            order to obtain relevant formal qualification.

            In the event of the training being provided by a training provider
            selected by the Seller, the Seller shall cause such training
            provider, upon successful completion of the training course by the
            trainee(s), to deliver a certificate of completion at the end of any
            such training. Such certificate shall not represent authority or
            qualification by any Aviation Authorities but may be presented to
            such Aviation Authorities in order to obtain relevant formal
            qualification.

16.4.4      In the event of the Buyer deciding to cancel or re-schedule a
            training course, if the cancellation is notified between 60 and 45
            days prior to the training, a cancellation charge of fifty percent
            (50%) shall be applied.

            If the notification occurs less than 45 days prior to the training,
            a cancellation charge of one hundred percent (100%) shall be
            applied.

            The above cancellation charges shall be applied, when courses cannot
            be allocated to other customers, through deduction from the training
            allowances defined in Appendix A to this Clause 16.

                                Clause 16 - 2/18

<PAGE>

16.5        PREREQUISITES AND CONDITIONS

16.5.1      Training shall be conducted in English and all training aids are
            written in English using common aeronautical terminology. Trainees
            shall have the prerequisite knowledge and experience defined in
            Appendix "B" to this Clause 16.

            The Buyer hereby acknowledges that the Seller's training courses are
            "Transition Training Courses" and not "Ab Initio Training Courses".

            The Buyer shall be responsible for the selection of the trainees and
            for any liability with respect to the entry knowledge level of the
            trainees.

16.5.2.1    The Buyer shall provide the Seller with an attendance list of the
            trainees for each course with the validated qualification of each
            trainee. The Seller reserves the right to check the trainees'
            proficiency and previous professional experience. The Seller shall
            in no case warrant or otherwise be held liable for any trainee's
            performance as a result of any training provided.

16.5.2.2    The Buyer shall further return to the Seller the "Airbus
            Pre-Training Survey" or the "Maintenance Training Survey", as
            applicable, detailing the trainees' associated background at the
            latest two (2) months before the start of the training course.

16.5.2.3    In the event of the Buyer having to make a change to the trainees
            attendance list within the two (2) month period stated in Clause
            16.5.2.2, the Buyer shall immediately inform the Seller thereof and
            send to the Seller an updated Airbus Pre-Training Survey or
            Maintenance Training Survey reflecting such change.

16.5.3      Upon the Buyer's request, the Seller may be consulted to direct the
            above mentioned trainee(s) through a relevant entry level training
            program, which shall be at the Buyer's charge, and, if necessary, to
            coordinate with competent outside organisations for this purpose.
            Such consultation shall be held during the Training Conference.

            In the event of the Seller determining that a trainee lacks the
            required entry level, following consultation with the Buyer, such
            trainee shall be withdrawn from the program.

16.6        LOGISTICS

16.6.1      TRAINEES

16.6.1.1    The Seller shall provide free local transportation by bus for the
            Buyer's trainees to and from designated pick-up points and the
            Seller's Training Center or Affiliated Training Centers.

16.6.1.2    Living expenses for the Buyer's trainees shall be borne by the
            Buyer.

16.6.2      TRAINING AT EXTERNAL LOCATION - SELLER'S INSTRUCTORS

            In the event of training being provided at an external location
            specifically at the Seller's request, the conditions relative to
            expenses shall be the same as those which would have been applicable
            if the training had been provided at the Seller's Training Center or
            Affiliated Training Centers.

                                Clause 16 - 3/18

<PAGE>

            In the event of training being provided by the Seller's instructors
            at any location other than the Seller's Training Center or
            Affiliated Training Centers at the Buyer's request or as otherwise
            detailed in this Clause 16, the Buyer shall reimburse the Seller for
            all the expenses related to the assignment of such instructors and
            their performance of the duties as aforesaid.

16.6.2.1    LIVING EXPENSES

            Such expenses, covering the entire period from day of departure from
            to day of return to the Seller's base, shall include but shall not
            be limited to lodging, food and local transportation to and from the
            place of lodging and the training course location. The Buyer shall
            reimburse the Seller for such expenses at the per diem rate
            currently used by the Seller for its personnel.

16.6.2.2    AIR TRAVEL

            The Buyer shall reimburse the Seller the costs for the Seller's
            instructors in confirmed business class to and from the Buyer's
            designated training site and the Seller's Training Center or
            Affiliated Training Center, as applicable.

16.6.2.3    TRAINING MATERIAL

            The Buyer shall reimburse the Seller the cost of shipment for the
            training material needed to conduct such courses.

16.6.2.4    TRANSPORTATION

            The Buyer shall be solely liable for any and all delay in the
            performance of the training outside of the Seller's or the Seller's
            Affiliated Training Centers associated with any transportation
            described in this Clause 16.6.

16.6.3      TRAINING EQUIPMENT AVAILABILITY - TRAINING AT EXTERNAL LOCATION

            Training equipment necessary for course performance at any course
            location other than the Seller's Training Center or Affiliated
            Training Centers or the facilities of the training provider selected
            by the Seller shall be provided by the Buyer in accordance with the
            Seller's specifications.

16.7        FLIGHT OPERATIONS TRAINING

16.7.1      FLIGHT CREW TRAINING COURSE

16.7.1.1    The Seller shall perform a flight crew training course program
            (standard transition course or a cross crew qualification program as
            applicable) for the Buyer's flight crews, each of which shall
            consist of one (1) captain and one (1) first officer. The training
            manual used shall be the Seller's Flight Crew Operating Manual.

16.7.1.2    Base Flight Training

16.7.1.2.1  The Buyer shall use its delivered Aircraft, or any other aircraft
            operated by the Buyer, for any base flight training, which shall not
            exceed one (1) session of forty five (45) minutes per pilot,
            according to the related Airbus training course definition.

                                Clause 16 - 4/18

<PAGE>

16.7.1.2.2  In the event of it being necessary to ferry the Buyer's delivered
            Aircraft to the location where the base flight training shall take
            place, the additional flight time required for the ferry flight to
            and/or from the base training field shall not be deducted from the
            base flight training allowance.

            However, if the base flight training is performed outside of the
            zone where the Seller usually performs such training, the ferry
            flight to the location where the base flight training shall take
            place shall be performed by a crew composed of the Seller's and/or
            the Buyer's qualified pilots, in accordance with the Aviation
            Authorities' regulations related to the place of performance of the
            base flight training.

16.7.1.2.3  During any and all flights performed in accordance with this Clause
            16.7.1.2, the Buyer shall bear full responsibility for the aircraft
            upon which the flight is performed, including but not limited to any
            required maintenance, all expenses such as fuel, oil or landing fees
            and the provision of insurance in line with Clause 16.12.

16.7.2      FLIGHT CREW LINE INITIAL OPERATING EXPERIENCE

16.7.2.1    To assist the Buyer with initial operating experience after Delivery
            of the first Aircraft, the Seller shall provide to the Buyer pilot
            instructor(s) as defined in Appendix A to this Clause 16.

16.7.2.2    The Buyer shall reimburse the expenses for each such instructor in
            accordance with Clause 16.6.2. Additional pilot instructors can be
            provided at the Buyer's expense and upon conditions to be mutually
            agreed upon.

16.7.3      INSTRUCTOR CABIN ATTENDANTS' FAMILIARIZATION COURSE

            The Seller shall provide instructor cabin attendants' course(s) to
            the Buyer's cabin attendants, as defined in Appendix A to this
            Clause 16, at one of the locations defined in Clause 16.3.1.

            The instructor cabin attendants' course, when incorporating the
            features of the Buyer's Aircraft, can be given at the earliest one
            (1) month before the Delivery date of the Buyer's first Aircraft.

16.7.4      PERFORMANCE/OPERATIONS COURSE

            The Seller shall provide performance/operations training for the
            Buyer's personnel as defined in Appendix A to this Clause 16.

            The available courses are listed in the Seller's applicable Training
            Courses Catalog.

16.7.5      TYPE RATING INSTRUCTOR (TRI) COURSE

            The Seller shall provide type rating instructor (TRI) training for
            the Buyer's flight crew instructors as defined in Appendix A to this
            Clause 16.

            This course provides the Buyer's instructors with the training in
            flight instruction and synthetic instruction required to instruct on
            Airbus aircraft.

16.8        MAINTENANCE TRAINING

                                Clause 16 - 5/18

<PAGE>


            The Seller shall provide maintenance training for the Buyer's ground
            personnel as defined in Appendix A to this Clause 16.

            The available courses are listed in the Seller's applicable Training
            Courses Catalog.

            The Buyer shall provide the Seller with an attendance list of
            trainees at the latest one (1) month before the start of the
            training course.

            The practical training provided in the frame of maintenance training
            is performed exclusively on the training devices in use in the
            Seller's Training Center or Affiliated Training Centers. In the
            event of additional practical training being required, such
            additional practical training can be organised with the assistance
            of the Seller, in accordance with Clause 16.8.1 hereunder.

16.8.1      PRACTICAL TRAINING

            In the event of the Buyer requiring JAR 147, or equivalent, approved
            practical training, the Seller may assist the Buyer in organising
            such practical training, which shall be at the Buyer's expense.

            If the Seller is requested to provide an instructor for the
            practical training, such provision shall be deducted from the
            trainee days allowance defined in Appendix A to this Clause 16,
            subject to the conditions detailed in Paragraph 3.2 thereof.

            The Buyer shall reimburse the expenses for said instructor(s) in
            accordance with Clause 16.6.2.

16.8.2      LINE MAINTENANCE INITIAL OPERATING EXPERIENCE TRAINING

            In order to assist the Buyer during the entry into service of the
            Aircraft, the Seller shall provide to the Buyer maintenance
            instructor(s) at the Buyer's base as defined in Appendix A to this
            Clause 16.

16.8.2.1    This line maintenance training shall cover training in handling and
            servicing of Aircraft, flight crew / maintenance coordination, use
            of Technical Data and any other activities that may be deemed
            necessary after Delivery of the first Aircraft.

16.8.2.2    The Buyer shall reimburse the expenses for said instructor(s) in
            accordance with Clause 16.6.2. Additional maintenance instructors
            can be provided at the Buyer's expense.

16.9        SUPPLIER AND ENGINE MANUFACTURER TRAINING

            The Seller shall ensure that major Suppliers and the applicable
            Propulsion Systems Manufacturer provide maintenance training and
            overhaul training on their products at appropriate times.

            A list of the Suppliers concerned may be supplied to the Buyer upon
            request.

16.10       TRAINING AIDS FOR THE BUYER'S TRAINING ORGANISATION

16.10.1     The Seller shall provide to the Buyer the AIRBUS COMPUTER BASED
            TRAINING (AIRBUS CBT) and training aids, as used in the Seller's
            Training Center, free of charge as defined in Appendix A to this
            Clause 16.

                                Clause 16 - 6/18
<PAGE>

            The Airbus CBT and training aids supplied to the Buyer shall be
            similar to those used in the Seller's Training Center for the
            training provided for the Buyer. The Airbus CBT in use at the
            Seller's Training Center is revised on a regular basis and such
            revision shall be provided to the Buyer during the period when
            training courses provided under Appendix A of this Clause 16 are
            performed for the Buyer or up to one (1) year after Delivery of the
            last Aircraft delivered under this Agreement, whichever first
            occurs.

16.10.2     DELIVERY

16.10.2.1   The Seller shall deliver to the Buyer the Airbus CBT and training
            aids, as defined in Appendix A to this Clause 16, at a date to be
            mutually agreed during the Training Conference.

16.10.2.2   The items supplied to the Buyer pursuant to Clause 16.10.1 shall be
            delivered FCA Toulouse, Blagnac Airport. Title to and risk of loss
            of said items shall pass to the Buyer upon delivery.

16.10.2.3   All costs related to transportation and insurance of said items from
            the FCA point to the Buyer's facilities shall be at the Buyer's
            expense.

16.10.3     INSTALLATION OF THE AIRBUS CBT

16.10.3.1.1 Before the initial delivery of the Airbus CBT, as defined in
            Appendix A hereto, the Seller shall provide to up to six (6)
            trainees of the Buyer, at the Buyer's facilities, the Airbus CBT
            Administrator Course, as defined in Appendix C hereto.

            To conduct the course, the workstations and/or "Servers", as
            applicable, shall be ready for use and shall comply with the latest
            "Airbus CBT Workstation Technical Specification" or "Airbus CBT
            Server Technical Specification", as applicable (collectively "the
            Airbus CBT Technical Specification").

16.10.3.1.2 The Airbus CBT shall be installed by the Buyer's personnel, who
            shall have followed the Airbus CBT Administrator Course. The Seller
            shall be held harmless from any injury to person and/or damage to
            property caused by or in any way connected with the handling and/or
            installation of the Airbus CBT by the Buyer's personnel.

16.10.3.2   Upon the Buyer's request and subject to conditions to be quoted by
            the Seller, the Seller may assist the Buyer with the initial
            installation of the Airbus CBT at the Buyer's facilities. Such
            assistance shall follow notification in writing that the various
            components, which shall be in accordance with the specifications
            defined in the Airbus CBT Technical Specification, are ready for
            installation and available at the Buyer's facilities.

16.10.3.3   The Buyer shall reimburse the expenses in accordance with Clause
            16.6.2, for the Seller's personnel required at the Buyer's
            facilities to conduct the Airbus CBT Administrator Course and/or
            provide installation assistance.

16.10.4     AIRBUS CBT LICENSE

16.10.4.1   The Seller shall grant the Buyer a Licence to use the Airbus CBT,
            under conditions defined in Appendix C to this Clause 16.

                                Clause 16 - 7/18

<PAGE>

16.10.4.2   Supply of sets of CBT Courseware, as defined in Appendix C, and
            additional to those indicated in Appendix A, as well as any
            extension to the Licence of such CBT Courseware, shall be subject to
            terms and conditions to be mutually agreed.

16.10.5     The Seller shall not be responsible for and hereby disclaims any and
            all liabilities resulting from or in connection with the use by the
            Buyer of the Airbus CBT and any training aids provided under this
            Clause 16.10.

16.11       PROPRIETARY RIGHTS

            The Seller's training data and documentation, Airbus CBT and
            training aids are proprietary to the Seller and/or its Affiliates
            and/or its suppliers and the Buyer agrees not to disclose the
            content of the courseware or any information or documentation
            provided by the Seller in relation to training, in whole or in part,
            to any third party without the prior written consent of the Seller.

16.12       INDEMNITIES AND INSURANCE

            INDEMNIFICATION PROVISIONS AND INSURANCE REQUIREMENTS APPLICABLE TO
            THIS CLAUSE 16 ARE AS SET FORTH IN CLAUSE 19.

                                Clause 16 - 8/18

<PAGE>

                                                         APPENDIX A TO CLAUSE 16

                            APPENDIX "A" TO CLAUSE 16

                               TRAINING ALLOWANCE

For the avoidance of doubt, all quantities indicated below are the total
quantities granted for the whole of the Buyer's fleet of twenty (20) Aircraft,
unless otherwise specified.

1.          FLIGHT OPERATIONS TRAINING

1.1         FLIGHT CREW LINE INITIAL OPERATING EXPERIENCE

1.1.1       The Seller shall provide to the Buyer pilot instructor(s) free of
            charge for a period of twelve (12) pilot instructor months.

1.1.2       The maximum number of pilot instructors present at any one time
            shall be limited to three (3) pilot instructors.

1.2         INSTRUCTOR CABIN ATTENDANTS' FAMILIARIZATION COURSE

            The Seller shall provide to the Buyer two (2) courses of instructor
            cabin attendants' training free of charge for fourteen (14) of the
            Buyer's instructor cabin attendants per course.

1.3         PERFORMANCE/OPERATIONS COURSE(S)

1.4.1       The Seller shall provide to the Buyer four hundred (400) trainee
            days of performance/operations training free of charge for the
            Buyer's personnel.

1.4.2       The above trainee days shall be used solely for the
            performance/operations training courses as defined in the Seller's
            applicable Training Course Catalog.

1.5         INITIAL TYPE RATING INSTRUCTOR (TRI) COURSE

            The Seller shall provide to the Buyer type rating instructor
            training (initial, transition or CCQ, as applicable) free of charge
            for twenty (20) of the Buyer's flight instructors.

2           MAINTENANCE TRAINING

2.1         MAINTENANCE TRAINING COURSES

2.1.1       The Seller shall provide to the Buyer four thousand two hundred
            (4,200) trainee days of maintenance training free of charge for the
            Buyer's personnel.

2.1.2       The above trainee days shall be used solely for the Maintenance
            training courses as defined in the Seller's applicable Training
            Courses Catalog.

                                 Clause 16 - 9/18

<PAGE>

                                                         APPENDIX A TO CLAUSE 16

2.1.3       Within the trainee days allowance in Paragraph 2.1.1 above, the
            number of Engine Run-up courses shall be limited to one (1) course
            for three (3) trainees per firmly ordered Aircraft and to a maximum
            of nine (9) courses in total.

2.2         LINE MAINTENANCE INITIAL OPERATING EXPERIENCE TRAINING

            The Seller shall provide to the Buyer an allowance of maintenance
            instructor(s) weeks at the Buyer's base free of charge for of eight
            (8) weeks, up to the "A" check.

3           TRAINEE DAYS ACCOUNTING

            Trainee days are counted as follows:

3.1         For instruction at the Seller's Training Center or Affiliated
            Training Centers: one (1) day of instruction for one (1) trainee
            equals one (1) trainee day. The number of trainees originally
            registered at the beginning of the course shall be counted as the
            number of trainees to have taken the course.

3.2         For instruction outside of the Seller's Training Center or
            Affiliated Training Centers: one (1) day of instruction by one (1)
            Seller instructor equals the actual number of trainees attending the
            course or a minimum of twelve (12) trainee days.

3.3         In the event of training being provided outside of the Seller's
            Training Center or Affiliated Training Centers specifically at the
            Seller's request, Paragraph 3.1 hereabove shall be applicable to the
            trainee days accounting for such training.

4           TRAINING AIDS FOR BUYER'S TRAINING ORGANISATION

            The Seller shall provide to the Buyer free of charge:

            -  one (1) Airbus CBT (flight and/or maintenance) related to the
               Aircraft type(s) as covered by this Agreement (including one (1)
               set of CBT Courseware and one (1) set of CBT Software for flight
               and one (1) set of CBT Courseware and one (1) set of CBT Software
               for maintenance, as applicable). The detailed description of the
               Airbus CBT shall be provided to the Buyer at the Training
               Conference;

            -  one (1) set of training documentation on CD-ROM;

            -  one (1) CD-ROM of cockpit panels for training.

5           AIRMAN

            The Seller shall provide to the Buyer: Airman system free of charge
            for a period of three (3) years

                               Clause 16 - 10/18

<PAGE>

                                                         APPENDIX B TO CLAUSE 16

                           APPENDIX "B" TO CLAUSE 16

                        MINIMUM RECOMMENDED QUALIFICATION

                      IN RELATION TO TRAINING REQUIREMENTS

                          (Standard Transition Courses)

The prerequisites listed below are the minimum recommended requirements
specified for Airbus training. If the appropriate Aviation Authorities or the
specific airline policy of the trainee demand greater or additional
requirements, they shall apply as prerequisites.

-           CAPTAIN PREREQUISITES

            -  Fluency in English (able to write, read and communicate at an
               adequately understandable level in English language)

            -  1500 hours minimum flying experience as pilot

            -  1000 hours experience on FAR/JAR 25 aircraft

            -  200 hours experience as airline, corporate pilot or military
               pilot

            -  Have flown transport type aircraft, as flying pilot, within the
               last 12 months.

-           FIRST OFFICER PREREQUISITES

            -  Fluency in English (able to write, read and communicate at an
               adequately understandable level in English language)

            -  500 hours minimum flying experience as pilot of fixed wing
               aircraft

            -  300 hours experience on FAR/JAR 25 aircraft

            -  200 hours flying experience as airline, corporate pilot or
               military pilot

            -  Have flown transport type aircraft, as flying pilot, within the
               last 12 months.

            For both CAPTAIN and FIRST OFFICER, if one or several of the above
            criteria is not met, the trainee shall follow:

            (i)   an adapted course (example : if not fluent in English, an
                  adapted course with a translator) or,

            (ii)  For Ab Initio Pilots, an ELT (Entry Level Training) program or
                  equivalent before coming to the training center to follow the
                  regular or the adapted course.

            Such course(s), if required, shall be at the Buyer's expense.

-           CCQ ADDITIONAL PREREQUISITES

            Both CAPTAIN and FIRST OFFICER must:

            -  be qualified and current on the base aircraft type

            -  have 150 hours minimum and 3 months minimum of operations on the
               base aircraft type.

                               Clause 16 - 11/18

<PAGE>

                                                         APPENDIX B TO CLAUSE 16

-           FLIGHT INSTRUCTORS ADDITIONAL PREREQUISITES FOR TRI COURSE (CAPTAIN
            ONLY)

            have flown at least 30 route sectors for initial TRI training, or 15
            route sectors for the transition TRI training, within the twelve
            (12) months preceding the application, on the corresponding aircraft
            type or a similar type as agreed by the Aviation Authorities. Out of
            such sectors, no more than 15 sectors for the initial TRI training
            and 7 sectors for the transition TRI shall have been completed in a
            flight simulator.

-           PERFORMANCE AND OPERATIONS PERSONNEL PREREQUISITES

            The Buyer's performance and operations personnel shall be fluent in
            English.

            All further detailed prerequisites shall be provided by the Seller
            to the Buyer during the Training Conference, depending on the type
            of training course(s) selected by the Buyer.

-           MAINTENANCE PERSONNEL PREREQUISITES

            -  Fluency in English (understanding of English (written and spoken)
               adequate to be able to follow the training (If this is not the
               case, the Buyer shall assign a minimum of one (1) translator for
               eight (8) trainees))

            -  Experience on first or second jet transport category aircraft

            -  Qualification as line or line and base mechanic on one type of
               Airbus aircraft family (for Aircraft Rigging Course)

            -  Qualification as line or line and base mechanic on the concerned
               Airbus aircraft type (for Maintenance Initial Operating
               Experience Course)

-           MAINTENANCE TRAINING DIFFERENCE COURSES ADDITIONAL PREREQUISITES

            Be current and operating on the base aircraft

                               Clause 16 - 12/18

<PAGE>

                             APPENDIX C TO CLAUSE 16

               LICENCE FOR USE OF AIRBUS COMPUTER BASED TRAINING

                               Clause 16 - 13/18

<PAGE>

                                                         APPENDIX C TO CLAUSE 16

         LICENCE FOR USE OF AIRBUS COMPUTER BASED TRAINING (AIRBUS CBT)

1           DEFINITIONS

1.1         For the purpose of this Appendix C to Clause 16, the following
            definitions shall apply:

1.1.1       "AIRBUS CBT" means the combination of the Airbus CBT Software and
            the Airbus CBT Courseware.

1.1.2       "AIRBUS CBT" COURSEWARE" means the programmed instructions that
            provide flight crew and maintenance training.

1.1.3       "AIRBUS CBT SOFTWARE" means the system software that permits the
            use of the Airbus. CBT Courseware.

1.1.4       "STUDENT/INSTRUCTOR MODE" means the mode that allows the Buyer to
            run the Airbus CBT Courseware.

1.1.5       "AIRBUS CBT ADMINISTRATOR COURSE" means the training enabling the
            Buyer to load and use the Airbus CBT either on stand-alone
            workstations or in a Server mode.

1.1.6       "NETWORK" means the group of the Buyer's computers connected to each
            other through cables and allowing the transmission of data and
            instructions, which can be used by all of the Buyer's computers so
            linked.

1.1.7       "SERVER" means the computer dedicated to the administration of a
            Network and on which the Airbus CBT is installed and can be reached
            through the Network.

1.1.8       "TECHNICAL SPECIFICATION" means either the "Airbus CBT Workstation
            Technical Specification" or the "Airbus CBT Server Technical
            Specification", as applicable.

1.1.9       "INTRANET" means the Buyer's private and local Network using the
            same technical protocols as internet but which is not open to public
            connection.

1.1.10      "EXTRANET" means the network constituted of an external Intranet,
            allowing communication between the Buyer and certain defined
            external entities.

1.1.11      "USER GUIDE" means the documentation, which may be in electronic
            format, designed to assist the Buyer to use the Airbus CBT.

1.2         Capitalised terms used herein and not otherwise defined in this
            Airbus CBT Licence shall have the meaning assigned thereto in the
            Agreement.

1.3         Any and all hardware required for the operation of the Airbus CBT is
            not part of the Airbus CBT and shall be procured under the sole
            responsibility of the Buyer. The Seller shall not be responsible for
            any incompatibility of such hardware with the Airbus CBT.

                               Clause 16 - 14/18

<PAGE>

                                                         APPENDIX C TO CLAUSE 16

2        GRANT

         The Seller grants the Buyer the right, pursuant to the terms and
         conditions herein, to use the Airbus CBT for the Term of this
         licence ("AIRBUS CBT LICENCE").

3        COPIES

         Use of the Airbus CBT is limited to the number of copies delivered
         by the Seller to the Buyer and to the medium on which the Airbus CBT
         is delivered. No reproduction shall be made without the prior
         written consent of the Seller. Notwithstanding the above, specific
         rights as detailed hereafter shall be granted for respectively the
         Airbus CBT Software and the Airbus CBT Courseware.

3.1      AIRBUS CBT SOFTWARE

         The Buyer shall be permitted to copy the Airbus CBT Software for
         back-up and archiving purposes and for loading of the Airbus CBT
         Software exclusively on the Buyer's workstations or Server, as
         applicable. In such cases, the Buyer shall advise the Seller in
         writing of the number of any copies made. Any other copy for any
         other purpose is strictly prohibited.

3.2      AIRBUS CBT COURSEWARE

         The Buyer shall be permitted to copy the Airbus CBT Courseware for
         the sole purpose of internal training of the Buyer's personnel,
         explicitly such copies shall be used by the Buyer's employees only
         on their laptops for training purposes.

         In such cases, the Buyer shall advise the Seller in writing of the
         number of copies made and shall cause its employees to strictly
         comply with the conditions of use and the confidentiality provisions
         of this Airbus CBT Licence. In particular, the Buyer's employees
         shall agree to use such copy for training purposes only and to make
         no additional copy. The Buyer shall further ensure that any copy
         provided to an employee is returned to the Buyer either upon request
         by the Buyer or upon termination of the employment of the employee.
         Any other copy for any other purpose is strictly prohibited.

3.3      Any copy made by the Buyer shall be performed under the sole
         responsibility of the Buyer. The Buyer agrees to reproduce the
         copyright and other notices as they appear on or within the original
         media on any copies that the Buyer makes of the Airbus CBT Software
         or the Airbus CBT Courseware. The Seller shall not provide revision
         service for any copies made.

4        TERM

         The rights under this Airbus CBT Licence shall be granted to the
         Buyer for as long as the Buyer operates the Seller's Aircraft model
         to which the Airbus CBT Software and the Airbus CBT Courseware apply
         ("the Term"). At the end of the Term, the Buyer shall return the
         Airbus CBT and any copies thereof to the Seller, accompanied by a
         note certifying that the Buyer has returned all existing copies.

                               Clause 16 - 15/18

<PAGE>

                                                         APPENDIX C TO CLAUSE 16

5        PERSONAL ON-SITE LICENCE

         The sole right granted to the Buyer under this Airbus CBT Licence is
         the right to use the Airbus CBT. The Airbus CBT Licence is personal
         to the Buyer, for its own internal use, and is non-transferable and
         non-exclusive.

6        CONDITIONS OF USE

6.1      The Buyer shall:

         -  do its utmost to maintain the Airbus CBT and the relating
            documentation in good working condition, in order to ensure the
            correct operation thereof;

         -  use the Airbus CBT in accordance with such documentation and the
            User Guide, and ensure that the staff using the Airbus CBT has
            received the appropriate training;

         -  use the Airbus CBT exclusively in the technical environment
            defined in the Technical Specification, except as otherwise
            agreed in writing between the parties;

         -  use the Airbus CBT for its own internal needs and on its Network,
            when technically possible, only and exclusively on the machine
            referenced and the site declared;

         -  not transmit the Airbus CBT electronically by any means, nor use
            the Airbus CBT on either the internet or Extranet;

         -  not alter, reverse engineer, modify or adapt the Airbus CBT, or
            integrate all or part of the Airbus CBT in any manner whatsoever
            into another software product;

         -  not correct the Airbus CBT, except that such correction right may
            exceptionally be granted to the Buyer by the Seller in writing;

         -  not translate, disassemble or decompile the Airbus CBT Software
            or create a software product derived from the Airbus CBT
            Software;

         -  not attempt to or authorise a third party to discover or re-write
            the Airbus CBT source codes in any manner whatsoever;

         -  not delete any identification or declaration relative to the
            intellectual property rights, trademarks or any other information
            related to ownership or intellectual property rights provided in
            the Airbus CBT by the Seller;

         -  not pledge, sell, distribute, grant, sub-license, lease, lend,
            whether on a free-of-charge basis or against payment, or permit
            access on a time-sharing basis or any other utilisation of the
            Airbus CBT, whether in whole or in part, for the benefit of a
            third party;

         -  not permit any third party to use the Airbus CBT in any manner,
            including but not limited to, any outsourcing, loan,
            commercialisation of the Airbus CBT or commercialisation by
            merging the Airbus CBT into another software or adapting the
            Airbus CBT, without prior written consent from the Seller.

         The Seller shall be entitled, subject to providing reasonable prior
         written notice thereof to the Buyer, to come and verify in the
         Buyer's facilities whether the conditions specified in this Airbus
         CBT License are respected. This shall not however commit the
         responsibility of the Seller in any way whatsoever.

                               Clause 16 - 16/18

<PAGE>

                                                         APPENDIX C TO CLAUSE 16

6.2      USE OF THE AIRBUS CBT SOFTWARE

         Notwithstanding Clause 6.1 above, the Buyer shall use the Airbus CBT
         Software for the exclusive purpose of, for the student delivery
         mode:

         (i)   rostering students for one or several courses syllabi in order
               to follow students' progression,

         (ii)  rearranging courses syllabi or creating new ones using
               available courseware modules.

         However, the Seller disclaims any responsibility regarding any
         course(s) that may be modified or rearranged by the Buyer.

6.3      USE OF THE AIRBUS CBT COURSEWARE

         Notwithstanding Clause 5 above, the Buyer shall use the Airbus CBT
         Courseware for the exclusive purpose of performing training of its
         personnel, or of third party personnel contracted to perform
         maintenance work on the Buyer's Aircraft on behalf of the Buyer.
         Such training shall be performed exclusively at the Buyer's
         facility.

7        PROPRIETARY RIGHTS AND NON DISCLOSURE

         The Airbus CBT Software and Airbus CBT Courseware, the copyrights
         and any and all other author rights, intellectual, commercial or
         industrial proprietary rights of whatever nature in the Airbus CBT
         Software and Airbus CBT Courseware are and shall remain with the
         Seller and/or its Affiliates or suppliers, as the case may be. The
         Airbus CBT Software and Airbus CBT Courseware and their contents are
         designated as confidential. The Buyer shall not take any commercial
         advantage by copy or presentation to third parties of the Airbus CBT
         Software, the documentation, the Airbus CBT Courseware, and/or any
         rearrangement, modification or copy thereof.

         The Buyer acknowledges the Seller's proprietary rights in the Airbus
         CBT and undertakes not to disclose the Airbus CBT Software or Airbus
         CBT Courseware or parts thereof or their contents to any third party
         without the prior written consent of the Seller. Insofar as it is
         necessary to disclose aspects of the Airbus CBT Software and Airbus
         CBT Courseware to the Buyer's personnel, such disclosure is
         permitted only for the purpose for which the Airbus CBT Software and
         Airbus CBT Courseware are supplied to the Buyer under the present
         Airbus CBT Licence.

8        WARRANTY

8.1      The Seller warrants that the Airbus CBT is prepared in accordance
         with the state of art at the date of its conception. Should the
         Airbus CBT be found to contain any non-conformity or defect, the
         Buyer shall promptly notify the Seller thereof and the sole and
         exclusive liability of the Seller under this Clause 8.1 shall be to
         correct the same at its own expense.

                               Clause 16 - 17/18

<PAGE>

                                                         APPENDIX C TO CLAUSE 16

8.2      THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND/OR ITS
         SUPPLIERS AND REMEDIES OF THE BUYER SET FORTH IN AIRBUS CBT LICENCE
         ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES,
         RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND
         LIABILITIES OF THE SELLER AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS
         AND REMEDIES OF THE BUYER AGAINST THE SELLER AND/OR ITS SUPPLIERS
         EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY
         NON-CONFORMITY OR DEFECT IN ANY AIRCRAFT, COMPONENT, EQUIPMENT,
         ACCESSORY, PART, SOFTWARE OR DATA DELIVERED UNDER THIS AGREEMENT
         INCLUDING BUT NOT LIMITED TO:

               (A)   ANY WARRANTY AGAINST HIDDEN DEFECTS;

               (B)   ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

               (C)   ANY IMPLIED WARRANTY ARISING FROM COURSE OF
                     PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

               (D)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY,
                     WHETHER CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT
                     ARISING FROM THE SELLER'S AND/OR ITS SUPPLIERS'
                     NEGLIGENCE, ACTUAL OR IMPUTED; AND

               (E)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR
                     LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT,
                     ACCESSORY, PART, SOFTWARE OR DATA DELIVERED UNDER THIS
                     AGREEMENT.

         THE SELLER AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION OR
         LIABILITY, HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR
         FOR ANY OTHER DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH
         RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY AIRCRAFT, COMPONENT,
         EQUIPMENT, ACCESSORY, PART, SOFTWARE OR DATA DELIVERED UNDER THIS
         AGREEMENT.

         FOR THE PURPOSES OF THIS CLAUSE 8.2, "THE SELLER" SHALL INCLUDE THE
         SELLER AND ITS AFFILIATES.

                               Clause 16 - 18/18
<PAGE>
17          EQUIPMENT SUPPLIER PRODUCT SUPPORT

17.1        EQUIPMENT SUPPLIER PRODUCT SUPPORT AGREEMENTS

17.1.1      The Seller has obtained enforceable and transferable product support
            agreements from Suppliers of Seller Furnished Equipment listed in
            the Specification.

17.1.2      These agreements are based on the "World Airlines Suppliers Guide"
            and include Supplier commitments as contained in the "Supplier
            Product Support Agreements" which include the following provisions:

17.1.2.1    Technical data and manuals required to operate, maintain, service
            and overhaul the Supplier Parts. Such technical data and manuals
            shall be prepared in accordance with the applicable provisions of
            ATA Specification including revision service and be published in the
            English language. The Seller shall recommend that software data,
            where applicable, be supplied in the form of an appendix to the
            Component Maintenance Manual, such data shall be provided in
            compliance with the applicable ATA Specification.

17.1.2.2    Warranties and guarantees including standard warranties. In
            addition, landing gear Suppliers shall provide service life policies
            for selected structural landing gear elements.

17.1.2.3    Training to ensure efficient operation, maintenance and overhaul of
            the Supplier Parts for the Buyer's instructors, shop and line
            service personnel.

17.1.2.4    Spares data in compliance with ATA 200/2000 Specification, initial
            provisioning recommendations, spare parts and logistic service
            including routine and expedited deliveries.

17.1.2.5    Technical service to assist the Buyer with maintenance, overhaul,
            repair, operation and inspection of Supplier Parts as well as
            required tooling and spares provisioning.

17.2        SUPPLIER COMPLIANCE

            The Seller shall monitor Supplier compliance with support
            commitments defined in the "Supplier Product Support Agreements" and
            shall take remedial action together with the Buyer if necessary.

                                 Clause 17 - 1/1

<PAGE>

18          BUYER FURNISHED EQUIPMENT

18.1        ADMINISTRATION

18.1.1      Without additional charge, the Seller shall provide for the
            installation of those items of equipment which are identified in the
            Specification as being furnished by the Buyer ("BUYER FURNISHED
            EQUIPMENT" or "BFE"), provided that they are referred to in the
            Airbus BFE Catalog of Approved Suppliers by Products valid at time
            of ordering of the concerned BFE.

            The Seller shall advise the Buyer of the dates by which, in the
            planned release of engineering for the Aircraft, the Seller requires
            a written detailed engineering definition including the description
            of the dimensions and weight of BFE, the information related to its
            certification and information necessary for the installation and
            operation thereof. The Buyer shall furnish such detailed description
            and information by the dates so specified. Such information,
            dimensions and weights shall not thereafter be revised unless
            authorised by a Specification Change Notice.

            The Seller shall also furnish in due time to the Buyer a schedule of
            dates and indication of shipping addresses for delivery of BFE and,
            where requested by the Seller, additional spare BFE to permit
            installation in the Aircraft and delivery of the Aircraft in
            accordance with the delivery schedule. The Buyer shall provide such
            equipment by such dates in a serviceable condition, in order to
            allow performance of any assembly, test, or acceptance process in
            accordance with the industrial schedule.

            The Buyer shall also provide, when requested by the Seller, at
            AIRBUS FRANCE S.A.S. works in TOULOUSE (FRANCE) and/or at AIRBUS
            DEUTSCHLAND GmbH, Division Hamburger Flugzeugbau Works in HAMBURG
            (FEDERAL REPUBLIC OF GERMANY) adequate field service including
            support from BFE suppliers to act in a technical advisory capacity
            to the Seller in the installation, calibration and possible repair
            of any BFE.

18.1.2      The Seller shall be entitled to refuse any item of BFE which it
            considers incompatible with the Specification, the above mentioned
            engineering definition or the certification requirements.

18.1.3      The BFE shall be imported into FRANCE or into the FEDERAL REPUBLIC
            OF GERMANY by the Buyer under a suspensive customs system ("Regime
            delentrepot industriel pour fabrication coordonnee" or
            "Zollverschluss") without application of any French or German tax or
            customs duty, and shall be Delivered Duty Unpaid (DDU) according to
            the Incoterms definition.

           Shipping Addresses:

           AIRBUS FRANCE S.A.S.
           316 Route de Bayonne
           31300 TOULOUSE
           FRANCE

           or

                              Clause 18 - Page 1/3

<PAGE>

            AIRBUS DEUTSCHLAND GmbH
            Division Hamburger Flugzeugbau
            Kreetslag 10
            21129 HAMBURG
            FEDERAL REPUBLIC OF GERMANY

            as provided in Clause 18.1.

18.1.4      If the Buyer requests the Seller to supply directly certain items
            which are considered as BFE according to the Specification and if
            such request is notified to the Seller in due time in order not to
            affect the Scheduled Delivery Month of the Aircraft, the Seller may
            agree to order such items subject to the execution of a
            Specification Change Notice reflecting the effect on price,
            escalation adjustment, and any other conditions of the Agreement. In
            such a case the Seller shall be entitled to the payment of a
            reasonable handling charge and shall bear no liability in respect of
            delay and product support commitments for such items which shall be
            the subject of separate arrangements between the Buyer and the
            relevant supplier.

18.2        AVIATION AUTHORITIES' REQUIREMENTS

            The Buyer is responsible for, at its expense, and warrants that BFE
            shall be manufactured by a qualified supplier, shall meet the
            requirements of the applicable Specification, shall comply with
            applicable requirements incorporated by reference to the Type
            Certificate and listed in the Type Certificate Data Sheet, shall be
            approved by the Aviation Authorities delivering the Export
            Certificate of Airworthiness and by the Buyer's Aviation Authority
            for installation and use on the Aircraft at the time of Delivery of
            such Aircraft.

18.3        BUYER'S OBLIGATION AND SELLER'S REMEDIES

18.3.1      Any delay or failure in complying with the foregoing warranty or in
            providing the descriptive information or service representatives
            mentioned in Clause 18.1 or in furnishing the BFE in serviceable
            condition at the requested delivery date or in obtaining any
            required approval for such equipment under the above mentioned
            Aviation Authorities regulations may delay the performance of any
            act to be performed by the Seller, and cause the Final Price of the
            Aircraft to be adjusted in accordance with the updated delivery
            schedule and to include in particular the amount of the Seller's
            additional costs, attributable to such delay or failure such as
            storage, taxes, insurance and costs of out-of sequence installation.

18.3.2      Further, in any such event, the Seller may:

            (i)   select, purchase and install an equipment similar to the
                  involved one, in which event the Final Price of the affected
                  Aircraft shall also be increased by the purchase price of such
                  equipment plus reasonable costs and expenses incurred by the
                  Seller for handling charges, transportation, insurance,
                  packaging and if so required and not already provided for in
                  the price of the Aircraft for adjustment and calibration; or

            (ii)  if the BFE shall be so delayed by more than thirty (30) days,
                  or unapproved within thirty (30) days deliver the Aircraft
                  without the installation of such equipment, notwithstanding
                  the terms of Clause 7 insofar as it may otherwise have
                  applied, and the Seller shall thereupon be relieved of all
                  obligations to install such equipment. The Buyer may also
                  elect to have the Aircraft so delivered.

                              Clause 18 - Page 2/3

<PAGE>

18.4        TITLE AND RISK OF LOSS

            Title to and risk of loss or risk of damage of any BFE shall at all
            times remain with the Buyer except that risk of loss (limited to
            cost of replacement of said BFE and excluding in particular loss of
            use) shall be with the Seller for as long as such BFE shall be under
            the care, custody and control of the Seller.

            The Seller shall not use Buyer's BFE for any aircraft other than
            Buyer's Aircraft without prior consent from the Buyer.

                              Clause 18 - Page 3/3

<PAGE>


19          INDEMNIFICATION AND INSURANCE

19.1        INDEMNITIES RELATING TO INSPECTION, TECHNICAL ACCEPTANCE PROCESS AND
            GROUND TRAINING

19.1.1      The Seller shall except in case of gross negligence or wilful
            misconduct of the Buyer, its directors, officers, agents or
            employees, be solely liable for and shall indemnify and hold
            harmless the Buyer, its directors, officers, agents and employees,
            its Affiliates and their respective insurers from and against all
            liabilities, claims, damages, costs and expenses (including legal
            expenses and attorney fees) in respect of loss of or damage to the
            Seller's property and/or injury to or death of the directors,
            officers, agents or employees of the Seller and/or from and against
            all liabilities, claims, damages, costs and expenses (including
            legal expenses and attorney fees) for any damage caused by the
            Seller to third parties arising out of or in any way connected with
            any ground check, check or controls under Clause 6 or Clause 8 of
            this Agreement and/or Ground Training Services and for any damage
            caused by the Buyer and/or the Seller to third parties arising out
            of or in any way connected with technical acceptance flights under
            Clause 8 of this Agreement.

19.1.2      The Buyer shall, except in case of gross negligence or wilful
            misconduct of the Seller, its directors, officers, agents or
            employees, be solely liable for and shall indemnify and hold
            harmless the Seller, its Affiliates, its Suppliers and their
            respective insurers from and against all liabilities, claims,
            damages, costs and expenses (including legal expenses and attorney
            fees) in respect of loss of or damage to the Buyer's property and/or
            injury to or death of the directors, officers, agents or employees
            of the Buyer and/or from and against all liabilities, claims,
            damages, costs and expenses (including legal expenses and attorney
            fees) for any damage caused by the Buyer to third parties, arising
            out of or in any way connected with any ground check, check or
            controls under Clause 6 or Clause 8 of this Agreement and/or Ground
            Training Services.

19.2        INDEMNITIES RELATING TO TRAINING ON AIRCRAFT AFTER DELIVERY

19.2.1      The Buyer shall, except in the case of gross negligence or wilful
            misconduct of the Seller, its directors, officers, agents and
            employees, be solely liable for and shall indemnify and hold
            harmless the Seller, its Affiliates, its Suppliers and their
            respective insurers from and against all liabilities, claims,
            damages, costs and expenses (including legal expenses and attorney
            fees) incident thereto or incident to successfully establishing the
            right to indemnification, for injury to or death of any person
            (including any of the Buyer's directors, officers, agents and
            employees utilising such training services, but not directors,
            officers, agents and employees of the Seller) and/or for loss of or
            damage to any property and/or for loss of use thereof arising
            (including the aircraft on which the training services are
            performed), arising out of or in any way connected to the
            performance of any Aircraft Training Services.

19.2.2      The foregoing indemnity shall not apply with respect to the Seller's
            legal liability towards any person other than the Buyer, its
            directors, officers, agents or employees arising out of an accident
            caused solely by a product defect in the Aircraft delivered to and
            accepted by the Buyer hereunder.

                              Clause 19 - Page 1/3

<PAGE>

19.3        INDEMNITIES RELATING TO SELLER REPRESENTATIVES SERVICES

19.3.1      The Buyer shall, except in case of gross negligence or wilful
            misconduct of the Seller, its directors, officers, agents or
            employees, be solely liable for and shall indemnify and hold
            harmless the Seller, its Affiliates, its Suppliers and their
            respective insurers from and against all liabilities, claims,
            damages, costs and expenses (including legal expenses and attorney
            fees) for all injuries to or death of persons (excepting injuries to
            or death of the Seller's Representatives) and for loss of or damage
            to property and/or loss of use thereof howsoever arising out of or
            in connection with the Seller's Representatives' Services.

19.3.2      The Seller shall, except in case of gross negligence or wilful
            misconduct of the Buyer, its directors, officers, agents or
            employees, be solely liable for and shall indemnify and hold
            harmless the Buyer, its directors, officers, agents and employees,
            its Affiliates and their respective insurers from and against all
            liabilities, claims, damages, costs and expenses (including legal
            expenses and attorney fees) for all injuries to or death of the
            Seller's Representatives in connection with the Seller's
            Representatives' Services.

19.4        INSURANCES

            For all training periods on aircraft, the Buyer shall cause the
            Seller, as defined in Clause 19.5 hereof, its Affiliates, its
            Suppliers and their respective insurers to be named as additional
            insureds under the Buyer's Comprehensive Aviation Legal Liability
            insurance policies, including War Risks and Allied Perils, to the
            extent of the Buyer's undertaking set forth in Clause 19.2.1. With
            respect to the Buyer's Hull All Risks and Hull War Risks insurances
            and Allied Perils, the Buyer shall cause the insurers of the Buyer's
            hull insurance policies to waive all rights of subrogation against
            the Seller, as defined in Clause 19.5 hereof, its Affiliates, its
            Suppliers and their respective insurers to the extent of the Buyer's
            undertaking set forth in Clause 19.2.1.

            Any applicable deductible shall be borne by the Buyer. With respect
            to the above policies, the Buyer shall furnish to the Seller, not
            less than seven (7) working days prior to the start of any such
            training period, certificates of insurance, in English, evidencing
            the limit of liability cover and period of insurance in a form
            acceptable to the Seller from the Buyer's insurance broker(s)
            certifying that such policies have been endorsed as follows:

            (i)   under the Comprehensive Aviation Legal Liability Insurances,
                  the Buyer's policies are primary and non-contributory to any
                  insurance maintained by the Seller;

            (ii)  such insurance can only be cancelled or materially altered by
                  the giving of not less than thirty (30) days (but seven (7)
                  days or such lesser period as may be customarily available in
                  respect of War Risks and Allied Perils) prior written notice
                  thereof to the Seller; and

            (iii) under any such cover, all rights of subrogation against the
                  Seller, its Affiliates, its Suppliers and their respective
                  insurers, have been waived to the extent of the Buyer's
                  undertaking and specifically referring to Clause 19.2.1 and to
                  this Clause 19.4.

                              Clause 19 - Page 2/3

<PAGE>

19.5        SELLER AND AFFILIATES

            For the purposes of this Clause 19, "the Seller and its Affiliates"
            include the Seller, its subsidiaries, Airbus North America Customer
            Services, Hua-Ou Airbus - CASC Aviation Training Center, its
            shareholders, each of the sub-contractors, the assignees of each of
            the foregoing, and their respective directors, officers, agents and
            employees.

19.6        NOTICE OF CLAIMS

            If any claim is made or suit is brought against either party (or its
            respective directors, officers, agents or employees) for damages for
            which liability has been assumed by the other party in accordance
            with the provisions of this Agreement, the party against which a
            claim is so made or suit is so brought shall promptly give notice to
            the other party, and the latter shall (unless otherwise requested by
            the former party against which a claim is so made or suit is so
            brought, in which case the other party nevertheless shall have the
            right to) assume and conduct the defence thereof, or effect any
            settlement which it, in its opinion, deems proper.

                              Clause 19 - Page 3/3

<PAGE>

20          TERMINATION

20.1        TERMINATION FOR INSOLVENCY

            In the event that either the Seller or the Buyer:

            (a)   makes a general assignment for the benefit of creditors or
                  becomes insolvent;

            (b)   files a voluntary petition in bankruptcy;

            (c)   petitions for or acquiesces in the appointment of any
                  receiver, trustee or similar officer to liquidate or conserve
                  its business or any substantial part of its assets;

            (d)   commences under the laws of any competent jurisdiction any
                  proceeding involving its insolvency, bankruptcy, readjustment
                  of debt, liquidation or any other similar proceeding for the
                  relief of financially distressed debtors;

            (e)   becomes the object of any proceeding or action of the type
                  described in (c) or (d) above and such proceeding or action
                  remains undismissed or unstayed for a period of at least sixty
                  (60) days; or

            (f)   is divested of a substantial part of its assets for a period
                  of at least sixty (60) days,

            then the other party may, to the full extent permitted by law, by
            written notice, terminate all or part of this Agreement.

20.2        TERMINATION FOR NON-PAYMENT OF PREDELIVERY PAYMENTS

            If for any Aircraft the Buyer fails to make any Predelivery Payments
            at the time, in the manner and in the amount specified in Clause 5.3
            the Seller may, by written notice, terminate all or part of this
            Agreement with respect to undelivered Aircraft.

20.3        TERMINATION FOR FAILURE TO TAKE DELIVERY

            If the Buyer fails to comply with its obligations as set forth under
            Clause 8 and/or Clause 9, or fails to pay the Final Price of the
            Aircraft, the Seller shall have the right to put the Buyer on notice
            to do so within a period of thirty (30) business days after the date
            of such notification.

            If the Buyer has not cured such default within such period, the
            Seller may, by written notice, terminate all or part of this
            Agreement with respect to undelivered Aircraft.

            All costs referred to in Clause 9.2.3 and relating to the period
            between the notified date of delivery (as referred to in Clause
            9.2.3) and the date of termination of all or part of this Agreement
            shall be borne by the Buyer.

                              Clause 20 - Page 1/2

<PAGE>

20.4        TERMINATION FOR DEFAULT UNDER OTHER AGREEMENTS

            If the Buyer or any of its Affiliates fails to perform or comply
            with any material obligation expressed to be assumed by it in any
            other agreement between the Buyer or any of its Affiliates and the
            Seller or any of its Affiliates and such failure is not remedied
            within fifteen (15) business days after the Seller has given notice
            thereof to the Buyer, then the Seller may, by written notice,
            terminate all or part of this Agreement.

20.5        GENERAL

20.5.1      To the full extent permitted by law, the termination of all or part
            of this Agreement pursuant to Clauses 20.1, 20.2, 20.3 and 20.4
            shall become effective immediately upon receipt by the relevant
            party of the notice of termination sent by the other party without
            it being necessary for either party to take any further action or to
            seek any consent from the other party or any court or arbitral panel
            having jurisdiction.

20.5.2      The right for either party under Clause 20.1 and for the Seller
            under Clauses 20.2, 20.3, and 20.4 to terminate all or part of this
            Agreement shall be without prejudice to any other rights and
            remedies available to such party to seek termination of all or part
            of this Agreement before any court or arbitral panel having
            jurisdiction pursuant to any failure by the other party to perform
            its obligations under this Agreement.

20.5.3      If the party taking the initiative of terminating this Agreement
            decides to terminate part of it only, the notice sent to the other
            party shall specify those provisions of this Agreement which shall
            be terminated.

20.5.4      In the event of termination of this Agreement following a default
            from the Buyer, including but not limited to a default under Clauses
            20.1, 20.2, 20.3 and 20.4, the Seller without prejudice to any other
            rights and remedies available under this Agreement or by law, shall
            retain an amount equal to all predelivery payments, commitment fees,
            option fees and any other monies paid by the Buyer to the Seller
            under this Agreement and corresponding to the Aircraft, services,
            data and other items covered by such termination.

                              Clause 20 - Page 2/2

<PAGE>

21          ASSIGNMENTS AND TRANSFERS

21.1        ASSIGNMENTS BY BUYER

            Except as hereinafter provided, the Buyer may not sell, assign,
            novate or transfer its rights and obligations under this Agreement
            to any person without the prior written consent of the Seller, which
            shall not unreasonably be withheld.

21.1.1      ASSIGNMENTS FOR PREDELIVERY FINANCING

            The Buyer shall be entitled to assign its rights under this
            Agreement at any time in order to provide security for the financing
            of any Predelivery Payments subject to such assignment being in form
            and substance acceptable to the Seller.

21.1.2      ASSIGNMENTS FOR DELIVERY FINANCING

            The Buyer shall be entitled to assign its rights under this
            Agreement at any time in connection with the financing of its
            obligation to pay the Final Price subject to such assignment being
            in form and substance acceptable to the Seller.

21.2        ASSIGNMENTS BY SELLER

            The Seller may at any time sell, assign, novate or transfer its
            rights and obligations under this Agreement to any person, provided
            such sale, assignment or transfer be notified to Buyer and shall not
            have a material adverse effect on any of Buyer's rights and
            obligations under this Agreement.

21.2.1      TRANSFER OF RIGHTS AND OBLIGATIONS UPON RESTRUCTURING

            In the event that the Seller is subject to a corporate restructuring
            having as its object the transfer of, or succession by operation of
            law in, all or a substantial part of its assets and liabilities,
            rights and obligations, including those existing under this
            Agreement, to a person ("the Successor") under the control of the
            ultimate controlling shareholders of the Seller at the time of that
            restructuring, for the purpose of the Successor carrying on the
            business carried on by the Seller at the time of the restructuring,
            such restructuring shall be completed without consent of the Buyer
            following notification by the Seller to the Buyer in writing. The
            Buyer recognises that succession of the Successor to the Agreement
            by operation of law, which is valid under the law pursuant to which
            that succession occurs, shall be binding upon the Buyer.

                              Clause 21 - Page 1/1

<PAGE>

22          MISCELLANEOUS PROVISIONS

22.1        DATA RETRIEVAL

            The Buyer shall provide the Seller, as the Seller may reasonably
            request, with all the necessary data as customarily compiled by the
            Buyer and pertaining to the operation of the Aircraft to assist the
            Seller in making efficient and coordinated survey of all
            reliability, maintainability, operational and cost data with a view
            to improving the safety, availability and operational costs of the
            Aircraft.

22.2        NOTICES

            All notices and requests required or authorized hereunder shall be
            given in writing either by personal delivery to an authorized
            representative of the party to whom the same is given or by
            registered mail (return receipt requested), express mail (tracking
            receipt requested) or by facsimile, to be confirmed by subsequent
            registered mail, and the date upon which any such notice or request
            is so personally delivered or if such notice or request is given by
            registered mail, the date upon which it is received by the addressee
            or, if given by facsimile, the date upon which it is sent with a
            correct confirmation printout, provided that if such date of receipt
            is not a business day notice shall be deemed to have been received
            on the first following business day, shall be deemed to be the
            effective date of such notice or request.

            Seller's address for notices is:

            AIRBUS
            Attn. To V. P. Contracts
            1 Rond-Point Maurice Bellonte
            31707 Blagnac Cedex
            France

            Buyer's address for notices is:

            CHINA EASTERN AVIATION
            IMPORT & EXPORT CORPORATION
            Attention: General Manager
            2550 Hong Qiao Road
            Shangai 200335
            People's Republic of China

            Fax: 86.21.62.68.17.30

            With a copy to:

            CHINA EASTERN AIRLINES CORPORATION
            Planning and Development Department
            Attention: Director
            2550 Hong Qiao Road
            Shangai 200335
            People's Republic of China

            Fax: 86.21.62.68.63.93

            or such other address or such other person as the party receiving
            the notice or

                              Clause 22 - Page 1/3

<PAGE>

            request may reasonably designate from time to time.

22.3        WAIVER

            The failure of either party to enforce at any time any of the
            provisions of this Agreement, or to exercise any right herein
            provided, or to require at any time performance by the other party
            of any of the provisions hereof, shall in no way be construed to be
            a present or future waiver of such provisions nor in any way to
            affect the validity of this Agreement or any part thereof or the
            right of the other party thereafter to enforce each and every such
            provision. The express waiver (whether made one (1) or several
            times) by either party of any provision, condition or requirement of
            this Agreement shall not constitute a waiver of any future
            obligation to comply with such provision, condition or requirement.

22.4        LAW AND JURISDICTION

            This Agreement shall be governed by and construed in accordance with
            the laws of England.

            Any dispute arising out of or in connection with this Agreement
            shall be finally settled under the Rules of Conciliation and
            Arbitration of the International Chamber of Commerce by three (3)
            arbitrators appointed in accordance with such rules. Arbitration
            shall take place in Stockholm in the English language.

22.5        INTERNATIONAL SUPPLY CONTRACT

            The Buyer and the Seller recognise that this Agreement is an
            international supply contract which has been the subject of
            discussion and negotiation, that all its terms and conditions are
            fully understood by the parties, and that the Specification and
            price of the Aircraft and the other mutual agreements of the parties
            set forth herein were arrived at in consideration of, inter alia,
            all the provisions hereof specifically including all waivers,
            releases and renunciations by the Buyer set out herein.

            The Buyer and the Seller hereby also agree that the United Nations
            Convention on Contracts for the International Sale of Goods will not
            apply to this transaction.

22.6        SEVERABILITY

            In the event that any provision of this Agreement should for any
            reason be held ineffective, the remainder of this Agreement shall
            remain in full force and effect. To the extent permitted by
            applicable law, each party hereto hereby waives any provision of law
            which renders any provision of this Agreement prohibited or
            unenforceable in any respect.

22.7        ALTERATIONS TO CONTRACT

            This Agreement contains the entire agreement between the parties
            with respect to the subject matter hereof and supersedes any
            previous understandings, commitments or representations whatsoever
            oral or written in respect thereto. This Agreement shall not be
            varied except by an instrument in writing of date even herewith or
            subsequent hereto executed by both parties or by their duly
            authorised representatives.

22.8        LANGUAGE

            All correspondence, documents and any other written matters in
            connection with

                              Clause 22 - Page 2/3

<PAGE>

            this Agreement shall be in English.

            This Agreement has been executed in three (3) original copies which
            are in English, and may be executed in counterparts.

22.9        CONFIDENTIALITY

            This Agreement including any Exhibits or other documents related
            hereto shall be treated by both parties as confidential and shall
            not be released in whole or in part to any third party except as may
            be required by law, or to professional advisors for the purpose of
            implementation hereof. In particular, each party agrees not to make
            any press release concerning the whole or any part of the contents
            and/or subject matter hereof or of any future addendum hereto
            without the prior consent of the other party hereto.

IN WITNESS WHEREOF this Agreement was entered into the day and year first above
written.

CHINA EASTERN AIRLINES                        AIRBUS S.A.S.
CORPORATION LIMITED

Name : /s/ Luo Chaogen                        Name : /s/ Noel Forgeard

Title :                                       Title : CEO

CHINA EASTERN AVIATION
IMPORT AND EXPORT CORPORATION

Name : /s/ Fan Erning

Title :

                              Clause 22 - Page 3/3

<PAGE>

                                                                       EXHIBIT A

                                    EXHIBIT A

                                 SPECIFICATION

       The A330 Standard Specification is contained in a separate folder.

                                  - Exhibit A -

                                                                        Page 1/1
<PAGE>

                                                                       EXHIBIT B

                                   EXHIBIT B

                                    FORM OF
                          SPECIFICATION CHANGE NOTICE

                                 - Exhibit B -

                                                                        Page 1/1
<PAGE>

           AIRBUS INDUSTRIE

[LOGO] SPECIFICATION CHANGE NOTICE        SCN Number
                                          Issue
                (SCN)                     Dated
                                          Page            1 of 3

Title:

DESCRIPTION

EFFECT ON WEIGHT
      Manufacturer's Weight Empty Change :
      Operational Weight Empty Change... :
      Allowable Payload Change.......... :

REMARKS / REFERENCES

      Responds to RFC

SPECIFICATION CHANGED BY THIS SCN

THIS SCN REQUIRES PRIOR OR CONCURRENT ACCEPTANCE OF THE FOLLOWING SCN(S):

PRICE PER AIRCRAFT

US DOLLARS :

AT DELIVERY CONDITIONS :

This change will be effective on       AIRCRAFT No.              and subsequent.

Provided approval is received by

BUYER APPROVAL                               SELLER APPROVAL

By:                                          By:

Date:                                        Date:

<PAGE>

           AIRBUS INDUSTRIE

[LOGO] SPECIFICATION CHANGE NOTICE        SCN Number
                                          Issue
                (SCN)                     Dated
                                          Page            2 of 3

SPECIFICATION REPERCUSSION:

      After contractual agreement with respect to weight, performance, delivery,
etc, the indicated part of the specification wording will read as follows:

<PAGE>

           AIRBUS INDUSTRIE

[LOGO] SPECIFICATION CHANGE NOTICE        SCN Number
                                          Issue
                (SCN)                     Dated
                                          Page            3 of 3

SCOPE OF CHANGE (FOR INFORMATION ONLY)

/ / /31-JAN-1996
<PAGE>
                                                                     EXHIBIT "C"

                                  EXHIBIT "C"

                                     * * *
<PAGE>

                                                                       EXHIBIT D

                           CERTIFICATE OF ACCEPTANCE

In accordance with the terms of the A330 purchase agreement dated [ ] and made
between [Airline] and AIRBUS S.A.S., as amended (the "PURCHASE AGREEMENT"), the
acceptance tests relating to the A[ ] aircraft, Manufacturer's Serial Number:
[ ], Registration Marks; [ ] (the "AIRCRAFT"), have taken place at Blagnac or
Hamburg Works on the [] day of [ ].

In view of said tests having been carried out with satisfactory results,
[Airline] hereby approves the Aircraft as being in conformity with the
provisions of the Purchase Agreement.

Said acceptance does not impair the rights that may be derived from the
warranties relating to the Aircraft set forth in the Purchase Agreement.

Any right at law or otherwise to revoke this acceptance of the Aircraft is
hereby waived.

The [ ] day of [ ]

[Airline]

By:

Its:

                                    Page 1/1

<PAGE>

                                                                       EXHIBIT E

                                  BILL OF SALE

Know all men by these presents that Airbus S.A.S. (the "SELLER"), a "societe par
actions simplifiee" existing under French law and whose address is 1 rond-point
Maurice Bellonte, 31707 Blagnac Cedex, FRANCE, was, this [ ] 2004, the owner of
the title to the following airframe (the "AIRFRAME"), the engines as specified
(the "ENGINES") and all appliances, components, parts, instruments, accessories,
furnishings, modules and other equipment of any nature, excluding Buyer
Furnished Equipment ("BFE"), incorporated therein, installed thereon or attached
thereto on the date hereof (the "PARTS"):

AIRFRAME:                                          ENGINES:

AIRBUS Model A3[ ]                                 [EM's name] Model [   ]

MANUFACTURER'S                                     ENGINE SERIAL NUMBERS:
SERIAL NUMBER:[  ]                                 LH: [   ]
                                                   RH: [   ]

REGISTRATION MARKS: [   ]

The Airframe, Engines and Parts are hereafter together referred to as the
Aircraft (the "AIRCRAFT").

The Seller confirms that it did this [ ] day of[ ] sell, transfer and deliver
all of its above described rights, title and interest to the Aircraft to the
following company and to its successors and assigns forever, said Aircraft to be
the property thereof:

                                 [Name of Buyer]

The Seller hereby warrants to the Buyer, its successors and assigns that it had
this day good and lawful right to sell, deliver and transfer title to the
Aircraft to the Buyer and that there was conveyed to the Buyer good, legal and
valid title to the Aircraft, free and clear of all liens, claims, charges,
encumbrances and rights of others and that the Seller will warrant and defend
such title forever against all claims and demands whatsoever.

This Bill of Sale shall be governed by and construed in accordance with the laws
of [same as PA].

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized representative this_______ day of [ ]

AIRBUS S.A.S.

By:

Title:

Signature:

                                 - Exhibit E -

                                                                       Page 1/1
<PAGE>

                                                                       EXHIBIT F

                                    EXHIBIT F

                               SERVICE LIFE POLICY

                           ITEMS OF PRIMARY STRUCTURE

                                 Exhibit F - 1/4

<PAGE>

                                                                       EXHIBIT F

                           SELLER SERVICE LIFE POLICY

1        The Items covered by the Service Life Policy pursuant to Clause 12.2
         are those Seller Items of primary and auxiliary structure described
         hereunder.

2        WINGS - CENTER AND OUTER WING BOX (LEFT AND RIGHT)

2.1      WING STRUCTURE

2.1.1    Spars

2.1.2    Ribs and stringers inside the wing box

2.1.3    Upper and lower wing skin panels of the wing box

2.2      FITTINGS

2.2.1    Support structure and attachment fittings for the flap structure

2.2.2    Support structure and attachment fitting for the engine pylons

2.2.3    Support structure and attachment fitting for the main landing gear

2.2.4    Support structure and attachment fitting for the center wing box

2.3      AUXILIARY SUPPORT STRUCTURE

2.3.1    For the slats:

2.3.1.1  Ribs supporting the track rollers on wing box structure

2.3.1.2  Ribs supporting the actuators on wing box structure

2.3.2    For the ailerons:

2.3.2.1  Hinge brackets and ribs on wing box rear spar or shroud box

2.3.2.2  Actuator fittings on wing box rear spar or shroud box

2.3.3    For airbrakes, spoilers, lift dumpers:

2.3.3.1  Hinge brackets and ribs on wing box rear spar or shroud box

2.3.3.2  Actuator fittings on wing box rear spar or shroud box

                                 Exhibit F - 2/4

<PAGE>

                                                                       EXHIBIT F

2.4      PYLON

2.4.1    For the Pylon Main Structural Box

2.4.1.1  Spars

2.4.1.2  Ribs

2.4.1.3  Skin, doublers and stiffeners

2.4.1.4  Support structure and attachment fitting for engine supports

3        FUSELAGE

3.1      FUSELAGE STRUCTURE

3.1.1    Fore and aft bulkheads

3.1.2    Pressurized floors and bulkheads surrounding the main and nose gear
         wheel well and center wing box

3.1.3    Skins with doublers, stringers and frames from the forward pressure
         bulkheads to the frame supporting the rear attachment of horizontal
         stabilizer

3.1.4    Window and windscreen attachment structure but excluding transparencies

3.1.5    Passenger and cargo doors internal structure

3.1.6    Sills, excluding scuff plates, and upper beams surrounding passenger
         and cargo door apertures

3.1.7    Cockpit floor structure and passenger cabin floor beams excluding floor
         panels and seat rails

3.1.8    Keel beam structure

3.2      FITTINGS

3.2.1    Landing gear support structure and attachment fitting

3.2.2    Support structure and attachment fittings for the vertical and
         horizontal stabilizers

3.2.3    Support structure and attachment fitting for the APU

                                 Exhibit F - 3/4

<PAGE>

                                                                       EXHIBIT F

4        STABILIZERS

4.1      HORIZONTAL STABILIZER MAIN STRUCTURAL BOX

4.1.1    Spars

4.1.2    Ribs

4.1.3    Upper and lower skins and stringers

4.1.4    Support structure and attachment fitting to fuselage and trim screw
         actuator

4.1.5    Elevator support structure

4.1.5.1  Hinge bracket

4.1.5.2  Servocontrol attachment brackets

4.2      VERTICAL STABILIZER MAIN STRUCTURAL BOX

4.2.1    Spars

4.2.2    Ribs

4.2.3    Skins and stringers

4.2.4    Support structure and attachment fitting to fuselage

4.2.5    Rudder support structure

4.2.5.1  Hinge brackets

4.2.5.2  Servocontrol attachment brackets

5        EXCLUSIONS

         Bearing and roller assemblies, bearing surfaces, bushings, fittings
         other than those listed above, access and inspection doors, including
         manhole doors, latching mechanisms, all system components, commercial
         interior parts, insulation and related installation and connecting
         devices are excluded from this Seller Service Life Policy.

                                 Exhibit F - 4/4

<PAGE>
                                                                     EXHIBIT "G"

                                  EXHIBIT "G"

                              TECHNICAL DATA INDEX

                                EXHIBIT G - 1/8
<PAGE>

                                                                     EXHIBIT "H"

                                  EXHIBIT "H"

                                    MATERIEL

                              SUPPLY AND SERVICES

                                Exhibit H - 1/21

<PAGE>

                                                                     EXHIBIT "H"

1        GENERAL

1.1      This Exhibit defines the terms and conditions for the materiel support
         services offered by the Seller to the Buyer in the following areas:

           -     Initial provisioning of data and materiel

           -     Replenishment of materiel

           -     Lease of certain Seller Parts

1.1.1    Capitalized terms used herein and not otherwise defined in this Exhibit
         "H" shall have the same meanings assigned thereto in the Agreement.

1.1.2    References made to Clauses or sub-Clauses shall refer to Clauses or
         sub-Clauses of this Exhibit "H" unless otherwise specified.

1.2      SCOPE OF MATERIEL SUPPORT

         Materiel is classified into the following categories (hereinafter
         referred to as "MATERIEL"):

         (i)   Seller Parts (Seller's proprietary Materiel bearing an
               official part number of the Seller or Materiel for which the
               Seller has the exclusive sales rights);

         (ii)  Supplier Parts classified as Repairable Line Maintenance Parts
               in accordance with SPEC 2000;

         (iii) Supplier Parts classified as Expendable Line Maintenance Parts
               in accordance with SPEC 2000;

         (iv)  Ground Support Equipment and Specific (To Type) Tools.

1.2.1    Certain Seller Parts listed in Appendix A of Clause 6 are available for
         lease by the Seller to the Buyer.

1.2.2    The Materiel support to be provided hereunder by the Seller covers
         items classified as Materiel in sub-Clauses 1.2 (i) thru (iv) both for
         initial provisioning as described in Clause 2 ("INITIAL PROVISIONING")
         and for replenishment as described in Clause 3.

         Repairable Line Maintenance Parts as specified in sub-Clauses 1.2 (i)
         and 1.2 (ii) above having less than fifty (50) flight-hours are
         considered as new for invoicing purposes.

1.2.3    Propulsion Systems, nacelles, quick engine change kit and thrust
         reverser accessories and parts, including associated parts, are not
         covered under this Exhibit "H" and shall be subject to direct
         agreements between the Buyer and the relevant Propulsion System
         Manufacturer. The Seller shall use its reasonable efforts to assist the
         Buyer in case of any difficulties with availability of Propulsion
         Systems and associated spare parts.

1.2.4    During a period commencing on the date hereof and continuing for as
         long as at least five (5) aircraft of (each of) the model(s) covered
         under this Agreement are operated

                                Exhibit H - 2/21

<PAGE>

                                                                     EXHIBIT "H"

         in commercial air transport service ("TERM"), the Seller shall maintain
         or have maintained such stock of Seller Parts as is deemed reasonable
         by the Seller and shall furnish at reasonable prices Seller Parts
         adequate to meet the Buyer's needs for maintenance of the Aircraft.

         The Seller shall use its reasonable efforts to obtain a similar service
         from all Suppliers of parts which are originally installed on the
         Aircraft and not manufactured by the Seller.

1.3      MATERIEL SUPPORT CENTRE AND CENTRAL STORE

1.3.1    The Seller has established its materiel support centre in HAMBURG,
         FEDERAL REPUBLIC OF GERMANY ("MATERIEL SUPPORT CENTRE") and shall
         maintain or cause to be maintained during the Term a central store of
         Seller Parts.

1.3.2    The Materiel Support Centre is operated twenty-four (24) hours/day and
         seven (7) days/week.

1.3.3    The Seller reserves the right to effect deliveries from distribution
         centres other than Materiel Support Centre or from any designated
         production or Suppliers' facilities.

         For efficient and convenient deliveries, the Seller and its Affiliate
         companies operate regional satellite stores.

1.4      AGREEMENTS OF THE BUYER

1.4.1    The Buyer agrees to purchase from the Seller the Seller Parts required
         for the Buyer's own needs during the Term, provided that the provisions
         of this Clause 1.4 shall not in any way prevent the Buyer from
         resorting to the Seller Parts stocks of other operators using the same
         Aircraft or from purchasing Seller Parts from said operators or from
         distributors, provided said Seller Parts have been designed and
         manufactured by the Seller.

1.4.2    The Buyer may manufacture or have manufactured for its own use without
         paying any license fee to the Seller, or may purchase from other
         sources, parts equivalent to Seller Parts:

1.4.2.1  after expiration of the Term if at such time the Seller Parts are out
         of stock,

1.4.2.2  at any time, to the extent Seller Parts are needed to effect aircraft
         on ground ("AOG") repairs upon any Aircraft delivered under the
         Agreement and are not available from the Seller within a lead time
         shorter than or equal to the time in which the Buyer can procure such
         Seller Parts, and provided the Buyer shall not sell such Seller Parts,

1.4.2.3  in the event that the Seller fails to fulfil its obligations with
         respect to any Seller Parts pursuant to Clause 1.2 within a reasonable
         time after written notice thereof from the Buyer,

1.4.2.4  in those instances where a Seller Part is identified as "Local
         Manufacture" in the Illustrated Parts Catalog (IPC).

1.4.3    The rights granted to the Buyer in Clause 1.4.2 shall not in any way be
         construed as a license, nor shall they in any way obligate the Buyer to
         the payment of any license fee

                                Exhibit H - 3/21

<PAGE>
                                                                     EXHIBIT "H"

         or royalty, nor shall they in any way be construed to affect the rights
         of third parties.

2        INITIAL PROVISIONING

2.1      INITIAL PROVISIONING PERIOD

         The INITIAL PROVISIONING PERIOD is defined as the period up to and
         expiring on the ninetieth (90th) day after delivery of the last
         Aircraft subject to firm order under the Agreement.

2.2      PRE-PROVISIONING MEETING

2.2.1    The Seller shall organize a pre-provisioning meeting ("PRE-PROVISIONING
         MEETING") at its Materiel Support Centre or at Buyer's site for the
         purpose of formulating an acceptable schedule and working procedure to
         accomplish the initial provisioning of Materiel.

2.2.2    The date of the meeting shall be mutually agreed upon, allowing a
         minimum preparation time of eight (8) weeks for the Initial
         Provisioning Conference referred to in Clause 2.4 below.

2.3      INITIAL PROVISIONING TRAINING

         Upon the request of the Buyer, the Seller can provide Initial
         Provisioning training for the Buyer's provisioning and purchasing
         personnel. The following areas shall be covered:

         (i)   The Seller during the Pre-Provisioning Meeting shall
               familiarize the Buyer with the provisioning documents.

         (ii)  The technical function as well as the necessary technical and
               commercial Initial Provisioning Data shall be explained during
               the Initial Provisioning Conference.

         (iii) A familiarization with the Seller's purchase order
               administration system shall be conducted during the Initial
               Provisioning Conference.

2.4      INITIAL PROVISIONING CONFERENCE

         The Seller shall organize an Initial Provisioning conference ("INITIAL
         PROVISIONING CONFERENCE") at the Materiel Support Centre, including
         participation of major Suppliers as agreed upon during the
         Pre-Provisioning Meeting.

         Such conference shall not take place earlier than eight (8) weeks after
         Manufacturer Serial Number allocation, Buyer Furnished Equipment
         selection or Customer Definition Freeze, whichever is the latest.

2.5      SELLER-SUPPLIED DATA

         The Seller shall prepare and supply to the Buyer the following data.

2.5.1    INITIAL PROVISIONING DATA

                                Exhibit H - 4/21

<PAGE>

                                                                     EXHIBIT "H"

         Initial Provisioning data elements generally in accordance with SPEC
         2000, Chapter 1, ("INITIAL PROVISIONING DATA") shall be supplied by the
         Seller to the Buyer in a form, format and a time-scale to be mutually
         agreed upon during the Pre-Provisioning Meeting.

2.5.1.1  Revision service shall be provided every ninety (90) days, up to the
         end of the Initial Provisioning Period.

2.5.1.2  In any event, the Seller shall ensure that Initial Provisioning Data is
         released to the Buyer in due time to give the Buyer sufficient time to
         perform any necessary evaluation and allow the on-time delivery of any
         ordered Materiel.

2.5.2    SUPPLEMENTARY DATA

         The Seller shall provide the Buyer with supplementary data to the
         Initial Provisioning Data, including Local Manufacture Tables (X-File)
         and Ground Support Equipment and Specific (To-Type) Tools (W-File) in
         accordance with SPEC 2000, Chapter 1.

2.5.3    DATA FOR STANDARD HARDWARE

         The Initial Provisioning Data provided to the Buyer shall include data
         for hardware and standard materiel.

2.6      SUPPLIER-SUPPLIED DATA

2.6.1    GENERAL

         The Seller shall obtain from Suppliers agreements to prepare and issue
         for their own products as per Clause 1.2 (ii) repair/overhaul Initial
         Provisioning Data in the English language, for those components for
         which the Buyer has elected to receive data.

         Said data (initial issue and revisions) shall be transmitted to the
         Buyer through the Suppliers and/or the Seller. The Seller shall not be
         responsible for the substance of such data.

         In any event, the Seller shall exert its reasonable efforts to supply
         such Data to the Buyer in due time to give the Buyer sufficient time to
         perform any necessary evaluation and allow on-time deliveries.

2.6.2    INITIAL PROVISIONING DATA

         Initial Provisioning Data elements for Supplier Parts as per sub-Clause
         1.2 (ii) generally in accordance with SPEC 2000, Chapter 1, shall be
         furnished as mutually agreed upon during a Pre-Provisioning Meeting
         with revision service assured up to the end of the Initial Provisioning
         period.

2.7      INITIAL PROVISIONING DATA COMPLIANCE

2.7.1    Initial Provisioning Data generated by the Seller and supplied to the
         Buyer shall comply with the latest configuration of the Aircraft to
         which such data relate as known three (3) months before the date of
         issue. Said data shall enable the Buyer to order

                                Exhibit H - 5/21

<PAGE>

                                                                     EXHIBIT "H"

         Materiel conforming to its Aircraft as required for maintenance and
         overhaul.

         This provision shall not cover:

         -     Buyer modifications not known to the Seller,

         -     modifications not agreed to by the Seller.

2.8      COMMERCIAL OFFER

2.8.1    At the end of the Initial Provisioning Conference, the Seller shall, at
         the Buyer's request, submit a commercial offer for all Materiel as
         defined in Clauses 1.2 (i) thru 1.2 (iv) mutually agreed as being
         Initial Provisioning based on the Seller's sales prices valid at the
         time of finalization of the Initial Provisioning Conference. This
         commercial offer shall be valid for a period to be mutually agreed
         upon, irrespective of any price changes for Seller Parts during this
         period, except for significant error and/or price alterations due to
         part number changes and/or Supplier price changes.

2.8.2    During the Initial Provisioning Period the Seller shall supply
         Materiel, as defined in Clause 1.2 and ordered from the Seller, which
         shall be in conformity with the configuration standard of the concerned
         Aircraft and with the Initial Provisioning Data transmitted by the
         Seller.

2.8.3    The Seller shall in addition use its reasonable efforts to cause
         Suppliers to provide a similar service for their items.

2.9      DELIVERY OF INITIAL PROVISIONING MATERIEL

2.9.1    In order to support the operation of the Aircraft, the Seller shall use
         its reasonable efforts to deliver Materiel ordered during the Initial
         Provisioning Period against the Buyer's orders and according to a
         mutually agreed schedule. Provided the Buyer's orders have been placed
         within thirty (30) days after receipt of the Seller's provisioning data
         and not later than six (6) months before delivery of the corresponding
         Aircraft, one hundred percent (100%) of the ordered quantity of each
         item, including line station items, shall be delivered three (3) months
         after delivery of the last Aircraft. If said one hundred percent (100%)
         cannot be accomplished, the Seller shall endeavor to have such items
         available at its facilities for Seller Parts as per sub-Clause 1.2 (i)
         or at its Suppliers' facilities for parts as per sub-Clauses 1.2 (ii)
         thru 1.2 (iv) for immediate supply in case of an AOG.

2.9.2    The above agreed delivery schedule applies only to that portion of the
         quantity ordered that is recommended for the number of Aircraft
         operated during the twelve (12) months that follow first Aircraft
         delivery.

2.9.3    The Buyer may, subject to the Seller's agreement, cancel or modify
         Initial Provisioning orders placed with the Seller, with no
         cancellation charge, not later than the quoted lead-time before
         scheduled delivery of said Materiel.

2.9.4    In the event of the Buyer canceling or modifying (without any liability
         of the Seller for the cancellation or modification) any orders for
         Materiel outside the time limits defined in Clause 2.9.3, the Buyer
         shall reimburse the Seller for any costs incurred in connection
         therewith.

2.9.5    All transportation costs for the return of Materiel under this Clause
         2, including any

                                Exhibit H - 6/21

<PAGE>

                                                                     EXHIBIT "H"

         insurance, customs and duties applicable or other related expenditures,
         shall be borne by the Buyer.

2.10     INITIAL PROVISIONING DATA FOR EXERCISED OPTIONS

2.10.1   All Aircraft for which the Buyer exercises its option shall be included
         into the revision of the provisioning data that is issued after
         execution of the relevant amendment to the Agreement if such revision
         is not scheduled to be issued within four (4) weeks from the date of
         execution. If the execution date does not allow four (4) weeks
         preparation time for the Seller, the concerned Aircraft shall be
         included in the subsequent revision as may be mutually agreed upon.

2.10.2   The Seller shall, from the date of execution of the relevant amendment
         to the Agreement until three (3) months after delivery of each
         Aircraft, submit to the Buyer details of particular Supplier components
         being installed on each Aircraft, with recommendations regarding order
         quantity. A list of such components shall be supplied at the time of
         the provisioning data revision as specified above.

2.10.3.  The data concerning Materiel shall at the time of each Aircraft
         delivery at least cover such Aircraft's technical configuration as it
         existed six (6) months prior to Aircraft delivery and shall be updated
         to reflect the final status of the concerned Aircraft once
         manufactured. Such update shall be included in the data revisions
         issued three (3) months after delivery of such Aircraft.

3        REPLENISHMENT AND DELIVERY

3.1      GENERAL

         Buyer's purchase orders are administered in accordance with SPEC 2000,
         Chapter 3.

         For the purpose of clarification it is expressly stated that the
         provisions of Clause 3.2 do not apply to Initial Provisioning Data and
         Materiel as described in Clause 2.

3.2      LEAD TIMES

         In general, lead times are in accordance with the provisions of the
         "World Airlines and Suppliers' Guide" (Latest Edition).

3.2.1    Seller Parts as per sub-Clause 1.2 (i) listed in the Seller's Spare
         Parts Price List can be dispatched within the lead times defined in the
         Spare Parts Price List.

         Lead times for Seller Parts, which are not published in the Seller's
         Spare Parts Price List, are quoted upon request.

3.2.2    Materiel of sub-Clauses 1.2 (ii) thru 1.2 (iv) can be dispatched within
         the Supplier's lead-time augmented by the Seller's own order and
         delivery processing time.

3.2.3    EXPEDITE SERVICE

         The Seller shall provide a twenty-four (24) hours-a-day, seven (7)
         days-a-week expedite service to provide for the supply of the relevant
         Seller Parts available in the

                                Exhibit H - 7/21
<PAGE>

                                                                     EXHIBIT "H"

            Seller's stock, workshops and assembly line including long lead time
            spare parts, to the international airport nearest to the location of
            such part ("EXPEDITE SERVICE").

3.2.3.1     The Expedite Service is operated in accordance with the "World
            Airlines and Suppliers' Guide", and the Seller shall notify the
            Buyer of the action taken to satisfy the expedite within:

            -     four (4) hours after receipt of an AOG Order,

            -     twenty-four (24) hours after receipt of a Critical Order
                  (imminent AOG or work stoppage),

            -     seven (7) days after receipt of an Expedite Order from the
                  Buyer.

3.2.3.2     The Seller shall deliver Seller Parts requested on an Expedite basis
            against normal orders placed by the Buyer, or upon telephone or
            telex requests by the Buyer's representatives. Such telephone or
            telex requests shall be confirmed by subsequent Buyer's orders for
            such Seller Parts within a reasonable time.

3.3         DELIVERY STATUS

            The Seller shall report to the Buyer the status of supplies against
            orders on a monthly basis.

3.4         EXCUSABLE DELAY

            Clause 10.1 of the Agreement shall apply to the Materiel support.

3.5         SHORTAGES, OVERSHIPMENTS, NON-CONFORMITY IN ORDERS

3.5.1       The Buyer shall immediately and not later than thirty (30) days
            after receipt of Materiel delivered pursuant to a purchase order
            advise the Seller:

            a)    of any alleged shortages or overshipments with respect to such
                  order,

            b)    of all non-conformities to specification of parts in such
                  order subjected to inspections by the Buyer.

            In the event of the Buyer not having advised the Seller of any such
            alleged shortages, overshipments or non-conformity within the above
            defined period, the Buyer shall be deemed to have accepted the
            deliveries.

3.5.2       In the event of the Buyer reporting overshipments or non-conformity
            to the specifications within the period defined in Clause 3.5.1
            the Seller shall, if the Seller accepts such overshipment or
            non-conformity, either replace the concerned Materiel or credit the
            Buyer for the returned Materiel. In such case, transportation costs
            shall be borne by the Seller.

            The Buyer shall endeavor to minimize such costs, particularly
            through the use of its own airfreight system for transportation at
            no charge to the Seller.

3.6         PACKAGING

                                Exhibit H - 8/21

<PAGE>

                                                                     EXHIBIT "H"

            All Materiel shall be packaged in accordance with ATA 300.
            Specification, Category III for consumable/expendable materiel and
            Category II for rotables. Category I containers shall be used if
            requested by the Buyer and the difference between Category I and
            Category II packaging costs shall be paid by the Buyer together with
            payment for the respective Materiel.

3.7         CESSATION OF DELIVERIES

            The Seller reserves the right to stop or otherwise suspend
            deliveries if the Buyer fails to meet its obligations defined in
            Clauses 4.2 thru 4.4.

4           COMMERCIAL CONDITIONS

4.1.        PRICE

4.1.1       The Materiel prices shall be:

            -     Free Carrier (FCA) the Materiel Support Centre for deliveries
                  from the Materiel Support Centre.

            -     Free Carrier (FCA) place specified by the Seller for
                  deliveries from other Seller or Supplier facilities as the
                  term Free Carrier (FCA) is defined by the publication
                  No. 560 of the International Chamber of Commerce published in
                  January 2000.

4.1.2       Prices shall be the Seller's sales prices in effect on the date of
            receipt of the order (subject to reasonable quantities and delivery
            time) and shall be expressed in US-Dollars.

4.1.3       Prices of Seller Parts shall be in accordance with the current
            Seller's Spare Parts Price List. Prices shall be firm for each
            calendar year. The Seller, however, reserves the right to revise the
            prices of said parts during the course of the calendar year in the
            following cases:

            -     significant revision in manufacturing costs,

            -     significant revision in manufacturer's purchase price of parts
                  or materiels (including significant variation of exchange
                  rates),

            -     significant error in estimation or expression of any price.

4.1.4       Prices of Materiel as defined in sub-Clauses 1.2 (ii) thru 1.2 (iv)
            shall be the valid list prices of the Supplier augmented by the
            Seller's handling charge. The percentage of the handling charge
            shall vary with the Materiel's value and shall be determined item by
            item.

4.1.5       The Seller warrants that, should the Buyer purchase one hundred
            percent (100%) of the recommended Initial Provisioning package of
            the Materiel as defined in sub-Clauses 1.2 (ii) thru 1.2 (iv)
            through the Seller, the average handling charge on the total package
            shall not exceed twelve percent (12%).

            The Seller warrants that, should the Buyer purchase part of the
            recommended Initial

                                Exhibit H - 9/21

<PAGE>

                                                                     EXHIBIT "H"

            Provisioning package of the Materiel as defined in sub-Clauses 1.2
            (ii) thru 1.2 (iv) through the Seller, the average handling charge
            on the total package shall not exceed fifteen percent (15%).

            This average handling charge shall apply when all orders are
            received by the Seller no later than nine (9) months before first
            Aircraft delivery.

4.2         PAYMENT PROCEDURES AND CONDITIONS

4.2.1       Payment shall be made in immediately available funds in the quoted
            currency. In case of payment in any other free convertible currency,
            the exchange rate valid on the day of actual money transfer shall be
            applied for conversion.

4.2.2       Payment shall be made by the Buyer to the Seller within thirty (30)
            days from date of the invoice to the effect that the value date of
            the credit to the Seller's account of the payment falls within this
            thirty (30) day period.

4.2.3       The Buyer shall make all payments hereunder to the Seller's account
            with:

            VEREINS & WESTBANK AG - 20457 Hamburg - Germany

            Account: 910 057 777

            Swift Address: VUWB DE HH,
                  using international IBAN Code: DE61 200 300 000 910 057 777

            or as otherwise directed by the Seller.

4.2.4       All payments due to the Seller hereunder shall be made in full
            without set-off, counterclaim, deduction or withholding of any kind.
            Consequently, the Buyer shall procure that the sums received by the
            Seller under this Exhibit "H" shall be equal to the full amounts
            expressed to be due to the Seller hereunder, without deduction or
            withholding on account of and free from any and all taxes, levies,
            imposts, dues or charges of whatever nature except that if the Buyer
            is compelled by law to make any such deduction or withholding the
            Buyer shall pay such additional amounts as may be necessary in order
            that the net amount received by the Seller after such deduction or
            withholding shall equal the amounts which would have been received
            in the absence of such deduction or withholding.

4.2.5       If any payment due to the Seller is not received in accordance with
            the timescale provided in Clause 4.2.2, without prejudice to the
            Seller's other rights under this Exhibit "H", the Seller shall be
            entitled to interest for late payment calculated on the amount due
            from and including the due date of payment up to and including the
            date when the payment is received by the Seller at a rate equal to
            the London Interbank Offered Rate (LIBOR) for twelve (12) months
            deposits in US Dollars (as published in the Financial Times on the
            due date) plus three percent (3%) per year (part year to be
            prorated).

4.3         CREDIT ASSURANCE

            The Seller and the Buyer agree that the Seller has the right to
            request and the Buyer shall upon such request provide the Seller
            with sufficient financial means in due time in order to assure the
            Seller of full payment of the Buyers' current and/or expected

                                Exhibit H - 10/21

<PAGE>

                                                                     EXHIBIT "H"

            payment obligations.

4.3.1       The Seller's right to request credit assurance from the Buyer shall
            be limited to the following cases:

4.3.1.1     The Seller has received purchase orders from the Buyer for Initial
            Provisioning Materiel.

4.3.1.2     The Seller has received purchase and/or service orders exceeding the
            Buyer's average two (2) month turnover with the Seller.

4.3.1.3     The Buyer is indebted to the Seller for overdue invoices.

4.3.2       The Seller shall accept the following financial means as credit
            assurance:

4.3.2.1     Irrevocable and confirmed letter of credit, raised by banks of
            international standing and reputation. The conditions of such
            letter of credit shall be pertinent to Aircraft support activities
            and shall be set forth by the Seller.

4.3.2.2     Bank guarantee raised by banks of international standing and
            reputation. The conditions of such bank guarantee shall be mutually
            agreed upon prior to acceptance by the Seller.

4.3.2.3     Stand-by letter of credit raised by banks of international standing
            and reputation. The conditions of such letter of credit shall be
            mutually agreed upon prior to acceptance by the Seller.

4.4         TITLE

            Title to any Materiel purchased under this Exhibit "H" remains with
            the Seller until full payment of the invoices and any interest
            thereon has been received by the Seller.

            The Buyer shall undertake that Materiel, title to which has not
            passed to the Buyer, shall be kept free from any debenture or
            mortgage or any similar charge or claim in favor of any third party.

4.5         BUY-BACK

4.5.1       BUY-BACK OF OBSOLETE MATERIEL

            The Seller agrees to buy back unused Seller Parts which may become
            obsolete before delivery of the first Aircraft to the Buyer as a
            result of mandatory modifications required by the Buyer's or the
            Seller's Aviation Authorities, subject to the following:

4.5.1.1     The Seller Parts involved shall be those, which the Buyer is
            directed by the Seller to scrap or dispose of and which cannot be
            reworked or repaired to satisfy the revised standard.

4.5.1.2     The Seller shall credit to the Buyer the purchase price paid by the
            Buyer for any such obsolete parts, provided that the Seller's
            liability in this respect does not extend to quantities in excess of
            the Seller's Initial Provisioning recommendation.

                                Exhibit H - 11/21

<PAGE>

                                                                     EXHIBIT "H"

4.5.1.3     The Seller shall use its reasonable efforts to obtain for the Buyer
            the same protection from Suppliers.

4.5.2       BUY-BACK OF SURPLUS MATERIEL

4.5.2.1     The Seller agrees that at any time after one (1) year and within
            four (4) years after delivery of the first Aircraft to the Buyer,
            the Buyer shall have the right to return to the Seller, at a credit
            of one hundred percent (100%) of the original purchase price paid
            by the Buyer, unused and undamaged Materiel as per sub-Clause 1.2
            (i) and at a credit of one hundred percent (100%) of the original
            Supplier list price, unused and undamaged Materiel as per sub-Clause
            1.2 (ii) originally purchased from the Seller under the terms
            hereof, provided that the selected protection level does not exceed
            ninety-six percent (96%) with a transit time of twenty (20) days
            and said Materiel was recommended for the Buyer's purchase in the
            Seller's Initial Provisioning recommendations to the Buyer and does
            not exceed the provisioning quantities recommended by the Seller,
            and is not shelflife limited, or does not contain any shelflife
            limited components with less than ninety percent (90%) shelflife
            remaining when returned to the Seller and provided that the Materiel
            is returned with the Seller's original documentation (tag,
            certificates).

4.5.2.2     In the event of the Buyer electing to procure Materiel in excess of
            the Seller's recommendation, the Buyer shall notify the Seller
            thereof in writing, with due reference to the present Clause. The
            Seller's agreement in writing is necessary before any Materiel in
            excess of the Seller's recommendation shall be considered for
            buy-back.

4.5.2.3     It is expressly understood and agreed that the rights granted to the
            Buyer under this Clause 4.5.2 shall not apply to Materiel which may
            become surplus to requirements due to obsolescence at any time or
            for any reason other than those set forth in Clause 4.5.1 above.

4.5.2.4     Further, it is expressly understood and agreed that all credits
            described in this Clause 4.5.2 shall be provided by the Seller to
            the Buyer exclusively by means of credit notes to be entered into
            the Buyer's spares account with the Seller.

4.5.3       All transportation costs for the return of obsolete or surplus
            Materiel under this Clause 4, including any insurance and customs
            duties applicable or other related expenditures, shall be borne by
            the Buyer.

4.5.4       The Seller's obligation to buy back surplus Materiel is conditioned
            upon the Buyer reasonably demonstrating that items proposed for
            buy-back were in excess of the Buyer's requirements after the
            initial purchase of such items.

4.5.4.1     The Seller shall accept as a reasonable demonstration of such excess
            initial purchase by the Buyer if the data submitted to the Seller in
            compliance with the provisions of Clause 4.6 indicate that the items
            proposed for buy-back are surplus to the Buyer's requirements.

4.6         INVENTORY USAGE DATA

            The Buyer undertakes to provide periodically to the Seller a
            quantitative list of the parts used for maintenance and overhaul of
            the Aircraft. The range and contents of

                                Exhibit H - 12/21

<PAGE>

                                                                     EXHIBIT "H"

            this list shall be established according to SPEC 2000, Chapter 5, or
            as mutually agreed between the Seller and the Buyer.

5.          WARRANTIES

5.1         SELLER PARTS

            Subject to the limitations and conditions as hereinafter provided,
            the Seller warrants to the Buyer that all Seller Parts in sub-Clause
            1.2 (i) shall at delivery to the Buyer:

            (i)   be free from defects in material,

            (ii)  be free from defects in workmanship, including without
                  limitation processes of manufacture,

            (iii) be free from defects arising from failure to conform to the
                  applicable specification for such part.

5.2         WARRANTY PERIOD

5.2.1       The standard warranty period for new Seller Parts is thirty-six (36)
            months after delivery of such parts to the Buyer.

5.2.2       The standard warranty period for used Seller Parts delivered by
            and/or repaired, modified, overhauled or exchanged by the Seller is
            twelve (12) months after delivery of such parts to the Buyer.

5.3         BUYER'S REMEDY AND SELLER'S OBLIGATION

            The Buyer's remedy and Seller's obligation and liability under this
            Clause 5 are limited to the repair, replacement or correction, at
            the Seller's expense and option, of any Seller Part which is
            defective.

            The Seller may equally at its option furnish a credit to the Buyer
            for the future purchase of Seller Parts equal to the price at which
            the Buyer is then entitled to acquire a replacement for the
            defective Seller Parts.

            The provisions of Clauses 12.1.5 thru 12.1.10 of the Agreement shall
            apply to this Clause 5 of this Exhibit "H".

5.4         WAIVER, RELEASE AND RENUNCIATION

            THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE LESSOR AND/OR ITS
            SUPPLIERS AND REMEDIES OF THE LESSEE SET FORTH IN THIS CLAUSE 5 ARE
            EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE LESSEE HEREBY WAIVES,
            RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND
            LIABILITIES OF THE LESSOR AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS
            AND REMEDIES OF THE BUYER AGAINST THE SELLER AND/OR ITS SUPPLIERS
            EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY
            NON-CONFORMITY OR DEFECT IN ANY

                                Exhibit H - 13/21

<PAGE>

                                                                     EXHIBIT "H"

            LEASED PART DELIVERED UNDER THESE LEASING CONDITIONS INCLUDING BUT
            NOT LIMITED TO:

            (A)   ANY WARRANTY AGAINST HIDDEN DEFECTS;

            (B)   ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

            (C)   ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
                  COURSE OF DEALING OR USAGE OF TRADE;

            (D)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER
                  CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE
                  LESSOR'S OR ITS SUPPLIERS' NEGLIGENCE, ACTUAL OR IMPUTED; AND

            (E)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR
                  DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR
                  PART THEREOF OR ANY LEASED PART DELIVERED HEREUNDER.

            THE LESSOR AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION OR
            LIABILITY, HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR
            FOR ANY OTHER DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH
            RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY LEASED PART DELIVERED
            UNDER THESE LEASING CONDITIONS.

            FOR THE PURPOSES OF THIS CLAUSE 5.4, "THE SELLER" SHALL INCLUDE THE
            SELLER, AND ITS AFFILIATES.

6           SELLER PARTS LEASING

6.1         GENERAL

            The terms and conditions of this Clause 6 shall apply for the
            leasing of Seller Parts listed in Appendix A to this Clause 6,
            hereinafter "LEASED PARTS" or a "LEASED PART", and shall form a part
            of each lease of Seller Parts by the Buyer from the Seller.

6.1.1       The terms and conditions of this Clause 6 shall prevail over all
            other terms and conditions appearing on any order form or other
            document pertaining to Leased Parts. The Seller's current
            proprietary parts Repair Guide shall be provided to the Buyer and
            shall be used, along with this Agreement, as the basis for Seller
            Parts lease transactions between the Buyer and the Seller. In case
            of discrepancy, this Agreement shall prevail.

6.1.2       For the purposes of this Clause 6, the term "LESSOR" refers to the
            Seller and the term "LESSEE" refers to the Buyer.

6.1.3       Parts not included in Appendix A to this Clause 6 shall be the
            subject of a separate lease agreement supplied by the Seller at the
            Buyer's request.

6.2         LEASING PROCEDURE

            Upon the Lessee's request by telephone (to be confirmed promptly in
            writing), telefax, cable, SITA, letter or other written instrument,
            the Lessor shall lease such Leased Parts, which shall be made
            available in accordance with Clause 3.2.3 for the purpose

                                Exhibit H - 14/21

<PAGE>

                                                                     EXHIBIT "H"

            of being substituted for a part removed from an Aircraft for repair
            or overhaul. Each lease of Leased Parts shall be evidenced by a
            lease document (hereinafter "LEASE") issued by the Lessor to the
            Lessee not later than seven (7) days after delivery of the Leased
            Part.

6.3         LEASE PERIOD

6.3.1       The total term of the Lease (hereinafter "LEASE PERIOD") shall be
            counted from inclusively the day the Leased Part is delivered Free
            Carrier (FCA) up to inclusively the day of receipt of the Leased
            Part back at the Lessor or at any other address indicated by the
            Lessor.

6.3.2       If a Leased Part is not returned by the Lessee within three hundred
            and ten (310) days, the Lease shall be converted into a sale. Should
            the Lessee not return the Leased Part to the Lessor within three
            hundred and ten (310) days and if the Lessor so elects, by giving
            prompt written notice to the Lessee, such non return shall be deemed
            to be an election by the Lessee to purchase the Leased Part and,
            upon the happening of such event, the Lessee shall pay the Lessor
            all amounts due under Clauses 6.4 and 6.8 for the Leased Part for
            the Lease Period of three hundred and ten (310) days plus the
            current sales price of the Leased Part at the moment of the
            conversion of the Lease.

6.3.3       Notwithstanding the foregoing, the Lease Period shall end in the
            event of, and upon the date that, the Lessee acquiring title to a
            Leased Part as a result of exercise of the Lessee's option to
            purchase the Leased Part, as provided for herein.

6.3.4       The chargeable period to lease a part is a minimum of seven (7)
            days. If the shipment of the Leased Part has been arranged and the
            Lessee cancels the lease order, the minimum chargeable period of
            seven (7) days shall apply.

6.4         LEASE CHARGES AND TAXES

            The Lessee shall pay the Lessor:

            (i)   a Lease fee per day of the Lease Period amounting to one three
                  hundred and sixty fifth (1/365th) of the part's sales price
                  as set forth in the Seller's Spare Parts Price List in effect
                  on the date of the commencement of the Lease Period;

            (ii)  any reasonable additional costs which may be incurred by the
                  Lessor as a direct result of such Lease, such as
                  recertification, inspection, test, repair, overhaul, removal
                  of paint and/or repackaging costs as required to place the
                  Leased Part in a satisfactory condition for lease to a
                  subsequent customer;

            (iii) all transportation and insurance charges; and

            (iv)  any taxes, charges or custom duties imposed upon the Lessor or
                  its property as a result of the Lease, sale, delivery, storage
                  or transfer of any Leased Part. All payments due hereunder
                  shall be made in accordance with Clause 4.

6.5         RISK OF LOSS, MAINTENANCE, STORING AND REPAIR OF THE LEASED PART

            (i)   The Lessee shall be liable for maintaining and storing the
                  Leased Part in accordance with all applicable rules of the
                  relevant aviation authorities and the

                                Exhibit H - 15/21
<PAGE>

                                                                     EXHIBIT "H"

            technical documentation and other instructions issued by the Lessor.

      (ii)  Except for normal wear and tear, each Leased Part shall be returned
            to the Lessor in the same condition as when delivered to the Lessee.

      (iii) The Leased Part shall be repaired solely at repair stations approved
            by the Lessor. If during the Lease Period any inspection,
            maintenance, rework and/or repair is carried out to maintain the
            Leased Part serviceable, in accordance with the standards of the
            Lessor, the Lessee shall provide details and documentation about the
            scope of the work performed, including respective inspection, work
            and test reports.

      (iv)  All documentation shall include, but not be limited to, evidence of
            incidents such as hard landings, abnormalities of operation and
            corrective action taken by the Lessee as a result of such incidents.

      (v)   The Leased Part must not be lent to a third party.

      (vi)  Risk of loss or damage to each Leased Part shall remain with the
            Lessee until such Leased Part is redelivered to the Lessor at the
            return location specified in the applicable Lease. If a Leased Part
            is lost, damaged beyond economical repair or damaged unrepairable,
            the Lessee shall be deemed to have exercised its option to purchase
            said Leased Part in accordance with Clause 6.8 as of the date of
            such loss or damage.

6.6   TITLE

      Title to each Leased Part shall remain with the Lessor at all times unless
      the Lessee exercises its option to purchase in accordance with Clause 6.8,
      in which case title shall pass to the Lessee upon receipt by the Lessor of
      the payment for the purchased Leased Part.

6.7   RETURN OF LEASED PART

6.7.1 The Lessee shall return the Leased Part at the end of the Lease Period to
      the address indicated herebelow:

      AIRBUS
      Materiel Support Centre
      Weg beim Jaeger 150
      22335 Hamburg
      Germany

      or any other address indicated by the Lessor from which the Leased Part
      originated.

6.7.2 The return shipping document shall indicate the reference of the Lease
      document and the removal data, such as:

      (i)   aircraft manufacturer serial number

      (ii)  removal date

      (iii) total flight hours and flight cycles for the period the Leased Part
            was installed on

                               Exhibit H - 16/21

<PAGE>

                                                                     EXHIBIT "H"

            the aircraft

      (iv)  documentation in accordance with Clause 6.5.

      If the Lessee cannot provide the above mentioned data and documentation
      for the Leased Part to be returned from Lease, lease charges of seventy
      five percent (75%) of the Lessor's current sales price for a new part plus
      fifty percent (50%) of the accumulated Lease fees shall be invoiced.
      According to the Lessor's quality standards, parts are not serviceable
      without the maintenance history data outlined above and have to be
      scrapped on site.

6.7.3 The unserviceable or serviceable tag issued by the Lessee and the original
      Lessor certification documents must be attached to the Leased Part.

6.7.4 Except for normal wear and tear, each Leased Part shall be returned to the
      Lessor in the same condition as when delivered to the Lessee. The Leased
      Part shall be returned with the same painting as when delivered (Airbus
      grey or primary paint). If the Lessee is not in a position to return the
      Leased Part in the same serviceable condition, the Lessee has to contact
      the Lessor for instructions.

6.7.5 The Leased Part is to be returned in the same shipping container as that
      delivered by the Lessor. The container must be in a serviceable condition,
      normal wear and tear excepted.

6.7.6 The return of an equivalent part different from the Leased Part delivered
      by the Lessor is not allowed without previous written agreement of the
      Lessor.

6.8   OPTION TO PURCHASE

6.8.1 The Lessee may at its option, exercisable by written notice given to the
      Lessor during the Lease Period, elect to purchase the Leased Part, in
      which case the then current sales price for such Leased Part as set forth
      in the Seller's Spare Parts Price List shall be paid by the Lessee to the
      Lessor. Should the Lessee exercise such option, fifty percent (50%) of the
      Lease rental charges due pursuant to sub-Clause 6.4 (i) shall be credited
      to the Lessee against said purchase price of the Leased Part.

6.8.2 In the event of purchase, the Leased Part shall be warranted in accordance
      with Clause 5 as though such Leased Part were a Seller Part, but the
      warranty period shall be deemed to have commenced on the date such part
      was first installed on any Aircraft; provided, however, that in no event
      shall such warranty period be less than six (6) months from the date of
      purchase of such Leased Part. A warranty granted under this Clause 6.8.2
      shall be in substitution for the warranty granted under Clause 6.9 at the
      commencement of the Lease Period.

6.9   WARRANTIES

6.9.1 The Lessor warrants that each Leased Part shall at the time of delivery be
      free from defects in material and workmanship which could materially
      impair the utility of the Leased Part.

6.9.2 WARRANTY AND NOTICE PERIODS

      The Lessee's remedy and the Lessor's obligation and liability under this
      Clause 6.9,

                               Exhibit H - 17/21

<PAGE>

                                                                     EXHIBIT "H"

        with respect to each defect, are conditioned upon:

        (i)     the defect having become apparent to the Lessee within the Lease
                Period and

        (ii)    the return by the Lessee as soon as practicable to the return
                location specified in the applicable Lease, or such other place
                as may be mutually agreed upon, of the Leased Part claimed to be
                defective and

        (iii)   the Lessor's warranty administrator having received written
                notice of the defect from the Lessee within thirty (30) days
                after the defect becomes apparent to the Lessee, with reasonable
                proof that the claimed defect is due to a matter embraced within
                the Lessor's warranty under this Clause 6.9 and that such defect
                did not result from any act or omission of the Lessee, including
                but not limited to any failure to operate or maintain the Leased
                Part claimed to be defective or the Aircraft in which it was
                installed in accordance with applicable governmental regulations
                and the Lessor's applicable written instructions.

6.9.3   REMEDIES

        The Lessee's remedy and the Lessor's obligation and liability under this
        Clause 6.9 with respect to each defect are limited to the repair of such
        defect in the Leased Part in which the defect appears, or, as mutually
        agreed, to the replacement of such Leased Part with a similar part free
        from defect.

        Any replacement part furnished under this Clause 6.9.3 shall be deemed
        to be the Leased Part so replaced.

6.9.4   SUSPENSION AND TRANSPORTATION COSTS

6.9.4.1 If a Leased Part is found to be defective and covered by this
        warranty, the Lease Period and the Lessee's obligation to pay rental
        charges as provided for in sub-Clause 6.4 (i) shall be suspended from
        the date on which the Lessee notifies the Lessor of such defect until
        the date upon which the Lessor has repaired, corrected or replaced the
        defective Leased Part, provided, however, that the Lessee has, promptly
        after giving such notice to the Lessor, withdrawn such defective Leased
        Part from use. If the defective Leased Part is replaced, such replaced
        part shall be deemed to no longer be a Leased Part under the Lease as of
        the date upon which such part was received by the Lessor at the return
        location specified in the applicable Lease.

        If a Leased Part is found to be defective upon first use by the Lessee
        and is covered by this warranty, no rental charges as provided in
        sub-Clause 6.4 (i) shall accrue and be payable by the Lessee until the
        date on which the Lessor has repaired, corrected or replaced the
        defective Leased Part.

6.9.4.2 All transportation and insurance costs of returning the defective Leased
        Part and returning the repaired, corrected or replacement part to the
        Lessee shall be borne by the Lessor.

6.9.5   WEAR AND TEAR

                               Exhibit H - 18/21

<PAGE>

                                                                     EXHIBIT "H"

      Normal wear and tear and the need for regular maintenance and overhaul
      shall not constitute a defect or non-conformance under this Clause 6.9.

6.9.6 WAIVER, RELEASE AND RENUNCIATION

      THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE LESSOR AND/OR ITS
      SUPPLIERS AND REMEDIES OF THE LESSEE SET FORTH IN THIS CLAUSE 6 ARE
      EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE LESSEE HEREBY WAIVES, RELEASES
      AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE
      LESSOR AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER
      AGAINST THE SELLER AND/OR ITS SUPPLIERS EXPRESS OR IMPLIED, ARISING BY LAW
      OR OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY LEASED
      PART DELIVERED UNDER THESE LEASING CONDITIONS INCLUDING BUT NOT LIMITED
      TO:

      (A)   ANY WARRANTY AGAINST HIDDEN DEFECTS;

      (B)   ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

      (C)   ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
            DEALING OR USAGE OF TRADE;

      (D)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER
            CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE
            LESSOR'S OR ITS SUPPLIERS' NEGLIGENCE, ACTUAL OR IMPUTED; AND

      (E)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE
            TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF OR
            ANY LEASED PART DELIVERED HEREUNDER.

      THE LESSOR AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION OR LIABILITY,
      HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER
      DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY
      NON-CONFORMITY OR DEFECT IN ANY LEASED PART DELIVERED UNDER THESE LEASING
      CONDITIONS.

      FOR THE PURPOSES OF THIS CLAUSE 6.9.6, "THE SELLER" SHALL INCLUDE THE
      SELLER, AND ITS AFFILIATES.

                               Exhibit H - 19/21

<PAGE>

                                                                     EXHIBIT "H"

                     APPENDIX "A" TO CLAUSE 6 OF EXHIBIT "H"

                       SELLER PARTS AVAILABLE FOR LEASING

      AILERONS

      APU DOORS

      CARGO DOORS

      PASSENGER DOORS

      ELEVATORS

      FLAPS

      LANDING GEAR DOORS

      RUDDER

      TAIL CONE

      SLATS

      SPOILERS

      AIRBRAKES

      WING TIPS

      WINGLETS

                                Exhibit H - 20/21

<PAGE>

                                                                     EXHIBIT "H"

7     TERMINATION OF SPARES PROCUREMENT COMMITMENTS

7.1   In the event of the Agreement being terminated with respect to any
      Aircraft due to causes provided for in Clauses 10,11 or 20 of the
      Agreement, such termination may also affect the terms of this Exhibit "H"
      to the extent set forth in Clause 7.2 below.

7.2   Any termination under Clauses 10, 11 or 20 of the Agreement shall
      discharge all obligations and liabilities of the parties hereunder with
      respect to such undelivered spare parts, services, data or other items to
      be purchased hereunder which are applicable to those Aircraft for which
      the Agreement has been terminated. Unused spare parts in excess of the
      Buyer's requirements due to such Aircraft cancellation shall be
      repurchased by the Seller as provided for in Clause 4.5.2.

                                Exhibit H - 21/21
<PAGE>

LETTER AGREEMENT NO 1

CHINA EASTERN AIRLINES CORPORATION, LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China

Subject ***

China Eastern Corporation, Limited (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A330-300 model aircraft (the "Aircraft" as
described in the Agreement).

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.


                                 LA 1 Page 1/4

<PAGE>

LETTER AGREEMENT NO 1

1    ***

2    ***

3    ***

4    ***

5    ***


                                 LA 1 Page 2/4

<PAGE>

LETTER AGREEMENT NO 1

6    ***


                                 LA 1 Page 3/4

<PAGE>

LETTER AGREEMENT NO 1

If the foregoing correctly sets forth our understanding, please execute three
(3) originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.

Agreed and accepted,                    Agreed and accepted,

For and on behalf of                    For and on behalf of

CHINA EASTERN AIRLINES                  AIRBUS S.A.S.
CORPORATION LIMITED


Name: /s/ Luo Chaogen                   Name: /s/ Noel Forgeard
      -------------------------------         ----------------------------------
Title:                                  Title: CEO
       ------------------------------


CHINA EASTERN AIRLINES AVIATION
IMPORT AND EXPORT CORPORATION


Name: /s/ Fan Erning
      -------------------------------
Title:
       ------------------------------


                                 LA 1 Page 4/4

<PAGE>

LETTER AGREEMENT NO 2

CHINA EASTERN AIRLINES CORPORATION, LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China

Subject: ***

China Eastern Corporation, Limited (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A330-300 model aircraft (the "Aircraft" as
described in the Agreement).

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.


                                 LA 2 Page 1/5

<PAGE>

LETTER AGREEMENT NO 2

1    ***


                                  LA 2 Page 2/5

<PAGE>

LETTER AGREEMENT NO 2

2    ***

3    ***


                                  LA 2 Page 3/5

<PAGE>

LETTER AGREEMENT NO 2

     ***


                                  LA 2 Page 4/5

<PAGE>

LETTER AGREEMENT NO 2

If the foregoing correctly sets forth our understanding, please execute three
(3) originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.

Agreed and accepted,                    Agreed and accepted,

For and on behalf of                    For and on behalf of

CHINA EASTERN AIRLINES                  AIRBUS S.A.S.
CORPORATION LIMITED


Name: /s/ Luo Chaogen                   Name: /s/ Noel Forgeard
      -------------------------------         ----------------------------------
Title:                                  Title: CEO
       ------------------------------


CHINA EASTERN AIRLINES AVIATION
IMPORT AND EXPORT CORPORATION


Name: /s/ Fan Erning
      -------------------------------
Title:
       ------------------------------


                                 LA 2 Page 5/5

<PAGE>

LETTER AGREEMENT NO 3

CHINA EASTERN AIRLINES CORPORATION, LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China

Subject: ***

China Eastern Corporation, Limited (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A330-300 model aircraft (the "Aircraft" as
described in the Agreement).

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.


                                 LA 3 Page 1/4

<PAGE>

LETTER AGREEMENT NO 3

1    ***

2    ***

3    ***


                                 LA 3 Page 2/4

<PAGE>

LETTER AGREEMENT NO 3

4    ***

4.1  ***

4.2  ***


                                  LA 3 Page 3/4

<PAGE>

LETTER AGREEMENT NO 3

If the foregoing correctly sets forth our understanding, please execute three
(3) originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.

Agreed and accepted,                    Agreed and accepted,

For and on behalf of                    For and on behalf of

CHINA EASTERN AIRLINES                  AIRBUS S.A.S.
CORPORATION LIMITED


Name: /s/ Luo Chaogen                   Name: /s/ Noel Forgeard
      -------------------------------         ----------------------------------
Title:                                  Title: CEO
       ------------------------------


CHINA EASTERN AIRLINES AVIATION
IMPORT AND EXPORT CORPORATION


Name: /s/ Fan Erning
      -------------------------------
Title:
       ------------------------------


                                  LA 3 Page 4/4

<PAGE>

LETTER AGREEMENT NO 4

CHINA EASTERN AIRLINES CORPORATION, LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China

Subject: ***

China Eastern Corporation, Limited (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A330-300 model aircraft (the "Aircraft" as
described in the Agreement).

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.

***


                                  LA 4 Page 1/5

<PAGE>

LETTER AGREEMENT NO 4

APPENDIX A

1.   GENERAL TERMS AND CONDITIONS

1.1  ***

1.2  ***

1.3  ***


                                  LA 4 Page 3/5

<PAGE>

LETTER AGREEMENT NO 4

1.4  ***

1.5  ***

1.6  ***

1.7  ***


                                  LA 4 Page 4/5

<PAGE>

LETTER AGREEMENT NO 4

1.8  ***

2.   FURTHER TERMS AND CONDITIONS

2.1  ***

2.2  ***


                                  LA 4 Page 5/5

<PAGE>

LETTER AGREEMENT NO 4

If the foregoing correctly sets forth our understanding, please execute three
(3) originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.

Agreed and accepted,                    Agreed and accepted,

For and on behalf of                    For and on behalf of

CHINA EASTERN AIRLINES                  AIRBUS S.A.S.
CORPORATION LIMITED


Name: /s/ Luo Chaogen                   Name: /s/ Noel Forgeard
      -------------------------------         ----------------------------------
Title:                                  Title: CEO
       ------------------------------


CHINA EASTERN AIRLINES AVIATION
IMPORT AND EXPORT CORPORATION


Name: /s/ Fan Erning
      -------------------------------
Title:
       ------------------------------


                                 LA 4 Page 2/5

<PAGE>

LETTER AGREEMENT NO 5

CHINA EASTERN AIRLINES CORPORATION, LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China

Subject: ***

China Eastern Corporation, Limited (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A330-300 model aircraft (the "Aircraft" as
described in the Agreement).

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.


                                  LA 5 Page 1/3

<PAGE>

LETTER AGREEMENT NO 5

     ***


                                  LA 5 Page 2/3

<PAGE>

LETTER AGREEMENT NO 5

If the foregoing correctly sets forth our understanding, please execute three
(3) originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.

Agreed and accepted,                    Agreed and accepted,

For and on behalf of                    For and on behalf of

CHINA EASTERN AIRLINES                  AIRBUS S.A.S.
CORPORATION LIMITED


Name: /s/ Luo Chaogen                   Name: /s/ Noel Forgeard
      -------------------------------         ----------------------------------
Title:                                  Title: CEO
       ------------------------------


CHINA EASTERN AIRLINES AVIATION
IMPORT AND EXPORT CORPORATION


Name: /s/ Fan Erning
      -------------------------------
Title:
       ------------------------------


                                  LA 5 Page 3/3
<PAGE>

LETTER AGREEMENT NO 6A

CHINA EASTERN AIRLINES CORPORATION, LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China

SUBJECT: A330 PERFORMANCE GUARANTEES GE

China Eastern Corporation, Limited (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A330-300 model aircraft (the "Aircraft" as
described in the Agreement).

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.


                                LA 6A GE Page 1/6

<PAGE>

LETTER AGREEMENT NO 6A

1.   AIRCRAFT CONFIGURATION

     The guarantees defined below ("the guarantees") are applicable to the
     A330-300 Aircraft as described in the Technical Specification Ref.
     G.000.03000 issue 7 Revision 1, dated 15th December 2003, as amended by a
     Specification Change Notices ("SCN's") for:

          i)   implementation of GENERAL ELECTRIC CF6-80E1A3 engines

          ii)  increase of Design Weight to:

               Maximum Take-off Weight ***

               Maximum Landing Weight ***

               Maximum Zero Fuel Weight ***

     without taking into account any further changes thereto as provided in the
     Agreement.

2.   GUARANTEED PERFORMANCE

2.1. TAKE-OFF

     JAR take-off field length at an Aircraft gross weight of *** at the start
     of ground run at sea level pressure altitude in *** conditions shall be not
     more than a guaranteed value of: ***

2.2. SECOND SEGMENT CLIMB

     The Aircraft shall meet JAR regulations for one engine inoperative climb
     after take-off, undercarriage retracted, at a weight corresponding to the
     stated weight at the start of ground run at the altitude and temperature
     and in the configuration of flap angle and safety speed required to comply
     with the performance guaranteed in paragraph 2.1.

2.3. LANDING FIELD LENGTH

     JAR certified dry landing field length at an Aircraft gross weight of ***
     at sea level pressure altitude shall be not more than a guaranteed value
     of: ***

2.4. EN-ROUTE ONE ENGINE INOPERATIVE CLIMB CAPABILITY

     The Aircraft shall meet JAR regulations minimum en-route climb gradient
     (1.1%), with one engine inoperative and the other one operating at maximum
     continuous thrust available at that altitude with air conditioning on, with
     anti-icing off, at an Aircraft gross weight of *** in cruise configuration,
     in ISA conditions at a pressure altitude of a guaranteed value of not less
     than: ***

3.   MISSION GUARANTEE

     The Aircraft shall be capable of carrying a fixed Zero Fuel Weight of ***
     over a guaranteed still air stage distance of not less than *** when
     operated under the conditions defined below:

3.1. The departure airport conditions are such as to allow the required take-off
     weight to be used without any restriction.

     The destination airport conditions are such to allow the required landing
     weight to be used without any restriction.


                                LA 6A GE Page 2/6

<PAGE>

LETTER AGREEMENT NO 6A

3.2  An allowance of *** of fuel is included for engine start and taxi out

3.3  An allowance of *** of fuel is included for take-off and climb to *** above
     the departure airport with acceleration to climb speed in ISA conditions.

     No credit is taken for the distance covered in these segments.

3.4  Climb from *** above departure airport up to cruise altitude using maximum
     climb thrust and cruise at fixed Mach number of *** at pressure altitudes
     of *** stepping to *** and descent to *** above destination airport are
     conducted in ISA conditions. Speeds below *** shall be *** Khots CAS.

3.5  An allowance of *** of fuel is included for approach and landing at the
     destination airport.

     ***

3.6  Stage distance is defined as the distance covered during climb, cruise and
     descent as described in paragraph 3.4 above.

     Trip fuel is defined as the fuel used during take-off, climb, cruise,
     descent and approach and landing as described in paragraphs 3.3 to 3.5
     above.

3.7  At the end of approach and landing *** of fuel will remain in the tanks.
     This represents the estimated fuel required for:

          1)   Missed approach

          2)   Diversion in ISA conditions over a still air distance of ***
               starting at *** above destination airport and ending at *** above
               alternate airport

          3)   Holding for *** minutes at *** above alternate in ISA conditions

          4)   Approach and landing at the alternate

4.   MANUFACTURER'S WEIGHT EMPTY

     The Seller guarantees a Manufacturer's Weight Empty of not more than a
     guaranteed value of: ***.

     This is the Manufacturer's Weight Empty as defined in Section 13-10 of the
     Specification amended by the SCN's for associated changes as defined in
     paragraph 1(i & ii) and which will be derived from the weighing of the
     Aircraft.

     The Manufacturer's Weight Empty is subject to adjustment as defined in
     paragraph 7 below.

5.   GUARANTEE CONDITIONS

5.1. The performance certification requirements for the Aircraft, except where
     otherwise noted, will be as stated in Section 02 of the Specification.

5.2. For the determination of JAR take-off and landing performance a hard level
     dry runway surface with no obstacles, zero wind, atmosphere according to
     ISA, except as otherwise noted and the use of speedbrakes, flaps, landing
     gear and engines in the conditions liable to provide the best results shall
     be assumed.

     For take-off performance no special procedures and no line-up-allowance
     have been considered if not otherwise specified.


                                LA 6A GE Page 3/6

<PAGE>

LETTER AGREEMENT NO 6A

5.2.1. When establishing take-off and second segment performance no air will be
     bled from the engines for cabin air conditioning or anti-icing.

5.2.2 For the purpose of the take-off elements of the guarantee the centre of
     gravity position providing the best results shall be assumed.

5.3. Climb, cruise and descent performance associated with the Guarantees will
     include allowances for normal electrical load and for normal engine air
     bleed and power extraction associated with maximum cabin differential
     pressure as defined in Section 21-30.31 of the Specification. Cabin air
     conditioning management during performance demonstration as described in
     paragraph 6.3 may be such as to optimise the Aircraft performance while
     meeting the minimum air conditioning requirements defined above. Unless
     otherwise stated no air will be bled from the engines for anti-icing.

     Cruise performance at *** and above assumes a centre of gravity position
     (MAC) giving the best results, unless otherwise stated.

5.4. The engines will be operated using not more than the engine manufacturer's
     maximum recommended outputs for take-off, maximum go-round, maximum
     continuous, maximum climb and cruise for normal operation unless otherwise
     stated.

5.5. Where applicable the Guarantees assume the use of an approved fuel having a
     density of *** kg/litre and a lower heating value of *** BTU/lb.

6.   GUARANTEE COMPLIANCE

6.1. Compliance with the Guarantees shall be demonstrated using operating
     procedures and limitations in accordance with those defined by the
     certifying Airworthiness Authority and by the Seller unless otherwise
     stated.

6.2. Compliance with the take-off, second segment, en-route one engine
     inoperative, approach and landing elements of the Guarantees will be
     demonstrated with reference to the approved Flight Manual. For
     demonstration of take-off performance the optimal procedure may be used.

6.3. Compliance with those parts of the guarantees defined in paragraphs 2 and 3
     not covered by the requirements of the certifying Airworthiness Authority
     shall be demonstrated by calculation based on data obtained during flight
     tests conducted on one (or more, at the Seller's discretion) A330-300
     Aircraft of the same aerodynamic configuration as those Aircraft purchased
     by the Buyer and incorporated in the In-Flight Performance Program and data
     basis ("the IFP") appropriate to the A330-300 Aircraft..

6.4. Data derived from tests will be adjusted as required using conventional
     methods of correction, interpolation or extrapolation in accordance with
     established aeronautical practices to show compliance with the Guarantees.

6.5. Compliance with the Guarantees is not contingent on engine performance
     defined in the engine manufacturer's specification.

6.6. Compliance with the Manufacturer's Weight Empty guarantee defined in
     paragraph 4 shall be demonstrated with reference to a weight compliance
     report.

6.7. The Seller undertakes to furnish the Buyer with a report or reports
     demonstrating compliance with the Guarantees at, or as soon as possible
     after, the delivery of each of the Buyer's A330-300 Aircraft.


                                LA 6A GE Page 4/6

<PAGE>

LETTER AGREEMENT NO 6A

7.   ADJUSTMENT OF GUARANTEES

7.1. In the event of any change to any law, governmental regulation or
     requirement or interpretation thereof ("rule change") by any governmental
     agency made subsequent to the date of the Agreement and such rule change
     affects the Aircraft configuration or performance or both required to
     obtain certification the Guarantees shall be appropriately modified to
     reflect the effect of any such change.

7.2. The Guarantees apply to the Aircraft as described in paragraph 1 and may be
     adjusted in the event of:

          a)   Any further configuration change which is the subject of a SCN

          b)   Variation in actual weights of items defined in Section 13-10 of
               the Specification

          c)   Changes required to obtain certification which causes changes to
               the performance or weight of the Aircraft

8.   EXCLUSIVE GUARANTEES

     The Guarantees are exclusive and are provided in lieu of any and all other
     performance and weight guarantees of any nature which may be stated,
     referenced or incorporated in the Specification or any other document.

9.   UNDERTAKING REMEDIES

     ***


                                LA 6A GE Page 5/6

<PAGE>

LETTER AGREEMENT NO 6A

If the foregoing sets forth our understanding please execute the original and
one copy thereof in the space provided and return the copy to the Seller.

Agreed and accepted,                    Agreed and accepted,

For and on behalf of                    For and on behalf of

CHINA EASTERN AIRLINES                  AIRBUS S.A.S.
CORPORATION LIMITED


Name: /s/ Luo Chaogen                   Name: /s/ Noel Forgeard
      -------------------------------         ----------------------------------
Title:                                  Title: CEO
       ------------------------------


CHINA EASTERN AIRLINES AVIATION
IMPORT AND EXPORT CORPORATION


Name: /s/ Fan Erning
      -------------------------------
Title:
       ------------------------------


                                LA 6A GE Page 6/6

<PAGE>

LETTER AGREEMENT NO 6B

CHINA EASTERN AIRLINES CORPORATION, LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China

SUBJECT: A330 PERFORMANCE GUARANTEES PW

China Eastern Corporation, Limited (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A330-300 model aircraft (the "Aircraft" as
described in the Agreement).

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.


                                LA 6B PW Page 1/6

<PAGE>

LETTER AGREEMENT NO 6B

1.   AIRCRAFT CONFIGURATION

     The guarantees defined below ("the Guarantees") are applicable to the
     A330-300 Aircraft as described in the Technical Specification Ref.
     G.000.03000 Issue 7 Revision 1, dated 15th December 2003, as amended by a
     Specification Change Notices ("SCN's") for:

          i)   implementation of PRATT&WHITNEY PW4168A engines

          ii)  increase of Design Weight to:

               Maximum Take-off Weight    ***
               Maximum Landing Weight     ***
               Maximum Zero Fuel Weight   ***

     without taking into account any further changes thereto as provided in the
     Agreement.

2.   GUARANTEED PERFORMANCE

2.1. TAKE-OFF

     JAR take-off field length at an Aircraft gross weight of *** at the start
     of ground run at sea level pressure altitude in *** conditions shall be not
     more than a guaranteed value of: ***

2.2. SECOND SEGMENT CLIMB

     The Aircraft shall meet JAR regulations for one engine inoperative climb
     after take-off, undercarriage retracted, at a weight corresponding to the
     stated weight at the start of ground run at the altitude and temperature
     and in the configuration of flap angle and safety speed required to comply
     with the performance guaranteed in paragraph 2.1.

2.3. LANDING FIELD LENGTH

     JAR certified dry landing field length at an Aircraft gross weight of ***
     at sea level pressure altitude shall be not more than a guaranteed value
     of: ***

2.4. EN-ROUTE ONE ENGINE INOPERATIVE CLIMB CAPABILITY

     The Aircraft shall meet JAR regulations minimum en-route climb gradient
     (1.1%), with one engine inoperative and the other one operating at maximum
     continuous thrust available at that altitude with air conditioning on, with
     anti-icing off, at an Aircraft gross weight of *** in cruise configuration,
     in ISA conditions at a pressure altitude of a guaranteed value of not less
     than: ***

3.   MISSION GUARANTEE

     The Aircraft shall be capable of carrying a fixed Zero Fuel Weight of ***
     over a guaranteed still air stage distance of not less than *** when
     operated under the conditions defined below:

3.1. The departure airport conditions are such as to allow the required take-off
     weight to be used without any restriction.

     The destination airport conditions are such to allow the required landing
     weight to be used without any restriction.


                                LA 6B PW Page 2/6

<PAGE>

LETTER AGREEMENT NO 6B

3.2  An allowance of *** of fuel is included for engine start and taxi out

3.3  An allowance of *** of fuel is included for take-off and climb to *** above
     the departure airport with acceleration to climb speed in ISA conditions.

     No credit is taken for the distance covered in these segments.

3.4  Climb from *** above departure airport up to cruise altitude using maximum
     climb thrust and cruise at fixed Mach number of *** at pressure altitudes
     of *** stepping to *** and descent to *** above destination airport are
     conducted in ISA conditions.

     Speeds below *** shall be *** knots CAS.

3.5  An allowance of *** of fuel is included for approach and landing at the
     destination airport.

     ***

3.6  Stage distance is defined as the distance covered during climb, cruise and
     descent as described in paragraph 3.4 above.

     Trip fuel is defined as the fuel used during take-off, climb, cruise,
     descent and approach and landing as described in paragraphs 3.3 to 3.5
     above.

3.7  At the end of approach and landing *** of fuel will remain in the tanks.
     This represents the estimated fuel required for:

          1)   Missed approach

          2)   Diversion in ISA conditions over a still air distance of ***
               starting at *** above destination airport and ending at *** above
               alternate airport

          3)   Holding for *** at *** above alternate in ISA conditions

          4)   Approach and landing at the alternate

4.   MANUFACTURER'S WEIGHT EMPTY

     The seller guarantees a manufacturer's weight empty of not more than a
     guaranteed value of: ***.

     This is the Manufacturer's Weight Empty as defined in sect on 13-10 of the
     specification amended by the SCN's for associated changes as defined in
     paragraph 1(i & ii) and which will be derived from the weighing of the
     Aircraft.

     The Manufacturer's Weight Empty is subject to adjustment as defined in
     paragraph 7 below.

5.   GUARANTEE CONDITIONS

5.1. The performance certification requirements for the Aircraft, except where
     otherwise noted, will be as stated in section 02 of the specification.

5.2. For the determination of JAR take-off and landing performance a hard level
     dry runway surface with no obstacles, zero wind, atmosphere according to
     ISA, except as otherwise noted and the use of speedbrakes, flaps, landing
     gear and engines in the conditions liable to provide the best results shall
     be assumed.

     For take-off performance no special procedures and no line-up allowance
     have been considered if not otherwise specified.


                                LA 6B PW Page 3/6

<PAGE>

LETTER AGREEMENT NO 6B

5.2.1. When establishing take-off and second segment performance no air will be
     bled from the engines for cabin air conditioning or anti-icing.

5.2.2 For the purpose of the take-off elements of the guarantee the centre of
     gravity position providing the best results shall be assumed.

5.3. Climb, cruise and descent performance associated with the Guarantees will
     include allowances for normal electrical load and for normal engine air
     bleed and power extraction associated with maximum cabin differential
     pressure as defined in Section 21-30.31 of the Specification. Cabin air
     conditioning management during performance demonstration as described in
     paragraph 6.3 may be such as to optimise the Aircraft performance while
     meeting the minimum air conditioning requirements defined above. Unless
     otherwise stated no air will be bled from the engines for anti-icing.

     Cruise performance at *** and above assumes a centre of gravity position
     (MAC) giving the best results, unless otherwise stated.

5.4. The engines will be operated using not more than the engine manufacturer's
     maximum recommended outputs for take-off, maximum go-round, maximum
     continuous, maximum climb and cruise for normal operation unless otherwise
     stated.

5.5. Where applicable the Guarantees assume the use of an approved fuel having a
     density of *** kg/litre and a lower heating value of *** BTU/lb.

6.   GUARANTEE COMPLIANCE

6.1. Compliance with the Guarantees shall be demonstrated using operating
     procedures and limitations in accordance with those defined by the
     certifying Airworthiness Authority and by the Seller unless otherwise
     stated.

6.2. Compliance with the take-off, second segment, en-route one engine
     inoperative, approach and landing elements of the Guarantees will be
     demonstrated with reference to the approved Flight Manual. For
     demonstration of take-off performance the optimal procedure may be used.

6.3. Compliance with those parts of the guarantees defined in paragraphs 2 and 3
     not covered by the requirements of the certifying Airworthiness Authority
     shall be demonstrated by calculation based on data obtained during flight
     tests conducted on one (or more, at the Seller's discretion) A330-300
     Aircraft of the same aerodynamic configuration as those Aircraft purchased
     by the Buyer and incorporated in the In-Flight Performance Program and data
     basis ("the IFP") appropriate to the A330-300 Aircraft..

6.4. Data derived from tests will be adjusted as required using conventional
     methods of correction, interpolation or extrapolation in accordance with
     established aeronautical practices to show compliance with the Guarantees.

6.5. Compliance with the Guarantees is not contingent on engine performance
     defined in the engine manufacturer's specification.

6.6. Compliance with the Manufacturer's Weight Empty guarantee defined in
     paragraph 4 shall be demonstrated with reference to a weight compliance
     report.

6.7. The Seller undertakes to furnish the Buyer with a report or reports
     demonstrating compliance with the Guarantees at, or as soon as possible
     after, the delivery of each of the Buyer's A330-300 Aircraft.


                                LA 6B PW Page 4/6

<PAGE>

LETTER AGREEMENT NO 6B

7.   ADJUSTMENT OF GUARANTEES

7.1. In the event of any change to any law, governmental regulation or
     requirement or interpretation thereof ("rule change") by any governmental
     agency made subsequent to the date of the Agreement and such rule change
     affects the Aircraft configuration or performance or both required to
     obtain certification the Guarantees shall be appropriately modified to
     reflect the effect of any such change.

7.2. The Guarantees apply to the Aircraft as described in paragraph 1 and may be
     adjusted in the event of:

          a)   Any further configuration change which is the subject of a SCN

          b)   Variation in actual weights of items defined in Section 13-10 of
               the Specification

          c)   Changes required to obtain certification which causes changes to
               the performance or weight of the Aircraft

8.   EXCLUSIVE GUARANTEES

     The Guarantees are exclusive and are provided in lieu of any and all other
     performance and weight guarantees of any nature which may be stated,
     referenced or incorporated in the Specification or any other document.

9.   UNDERTAKING REMEDIES

     ***


                               LA 6B PW Page 5/6

<PAGE>

LETTER AGREEMENT NO 6B

If the foregoing sets forth our understanding please execute the original and
one copy thereof in the space provided and return the copy to the Seller.

Agreed and accepted,                    Agreed and accepted,

For and on behalf of                    For and on behalf of

CHINA EASTERN AIRLINES                  AIRBUS S.A.S.
CORPORATION LIMITED


Name: /s/ Luo Chaogen                   Name: /s/ Noel Forgeard
      -------------------------------         ----------------------------------
Title:                                  Title: CEO
       ------------------------------


CHINA EASTERN AIRLINES AVIATION
IMPORT AND EXPORT CORPORATION


Name: /s/ Fan Erning
      -------------------------------
Title:
       ------------------------------


                                LA 6B PW Page 6/6

<PAGE>

LETTER AGREEMENT NO 6C

CHINA EASTERN AIRLINES CORPORATION, LIMITED
Pudong international Airport
Shanghai 201202
People's Republic of China

SUBJECT: A330-300 AIRCRAFT PERFORMANCE GUARANTEES RR

China Eastern Corporation, Limited (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A330-300 model aircraft (the "Aircraft" as
described in the Agreement).

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.


                                LA 6C RR Page 1/6

<PAGE>

LETTER AGREEMENT NO 6C

1.   AIRCRAFT CONFIGURATION

     The guarantees defined below ("the Guarantees") are applicable to the
     A330-300 Aircraft as described in the Technical Specification Ref.
     G.000.03000 Issue 7 Revision 1, dated 15th December 2003, as amended by a
     Specification Change Notices ("SCN's") for:

     i)   implementation of ROLLS ROYCE RB211-TRENT 772B engines

     ii)  increase of Design Weight to:

          Maximum Take-off Weight    ***
          Maximum Landing Weight     ***
          Maximum Zero Fuel Weight   ***

     without taking into account any further changes thereto as provided in the
     Agreement.

2.   GUARANTEED PERFORMANCE

2.1. TAKE-OFF

     JAR take-off field length at an Aircraft gross weight of *** at the start
     of ground run at sea level pressure altitude in *** conditions shall be not
     more than a guaranteed value of: ***

2.2. SECOND SEGMENT CLIMB

     The Aircraft shall meet JAR regulations for one engine inoperative climb
     after take-off, undercarriage retracted, at a weight corresponding to the
     stated weight at the start of ground run at the altitude and temperature
     and in the configuration of flap angle and safety speed required to comply
     with the performance guaranteed in paragraph 2.1.

2.3. LANDING FIELD LENGTH

     JAR certified dry landing field length at an Aircraft gross weight of ***
     at sea level pressure altitude shall be not more than a guaranteed
     value of: ***

2.4. EN-ROUTE ONE ENGINE INOPERATIVE CLIMB CAPABILITY

     The Aircraft shall meet JAR regulations minimum en-route climb gradient
     (1.1%), with one engine inoperative and the other one operating at maximum
     continuous thrust available at that altitude with air conditioning on, with
     anti-icing off, at an Aircraft gross weight of *** in cruise configuration,
     in ISA conditions at a pressure altitude of a guaranteed value of not less
     than: ***

3.   MISSION GUARANTEE

     The Aircraft shall be capable of carrying a fixed Zero Fuel Weight of ***
     over a guaranteed still air stage distance of not less than *** when
     operated under the conditions defined below:

3.1. The departure airport conditions are such as to allow the required take-off
     weight to be used without any restriction.

     The destination airport conditions are such to allow the required landing
     weight to be used without any restriction.


                                LA 6C RR Page 2/6

<PAGE>

LETTER AGREEMENT NO 6C

3.2  An allowance of *** of fuel is included for engine start and taxi out

3.3  An allowance of *** kg of fuel is included for take-off and climb to ***
     above the departure airport with acceleration to climb speed in ISA
     conditions.

     No credit is taken for the distance covered in these segments.

3.4  Climb from *** above departure airport up to cruise altitude using maximum
     climb thrust and cruise at fixed Mach number of *** at pressure altitudes
     of *** stepping to *** and descent to *** above destination airport are
     conducted in ISA conditions.

     Speeds below *** shall be *** knots CAS.

3.5  An allowance of *** of fuel is included for approach and landing at the
     destination airport.

     ***.

3.6  Stage distance is defined as the distance covered during climb, cruise and
     descent as described in paragraph 3.4 above.

     Trip fuel is defined as the fuel used during take-off, climb, cruise,
     descent and approach and landing as described in paragraphs 3.3 to 3.5
     above.

3.7  At the end of approach and landing *** of fuel will remain in the tanks.
     This represents the estimated fuel required for:

          1)   Missed approach

          2)   Diversion in ISA conditions over a still air distance of ***
               starting at *** above destination airport and ending at *** above
               alternate airport

          3)   Holding for *** minutes at *** above alternate in ISA conditions

          4)   Approach and landing at the alternate

4.   MANUFACTURER'S WEIGHT EMPTY

     The Seller guarantees a Manufacturer's Weight Empty of not more than a
     guaranteed value of: ***.

     This is the Manufacturer's Weight Empty as defined in Section 13-10 of the
     Specification amended by the SCN's for associated changes as defined in
     paragraph 1(i & ii) and which will be derived from the weighing of the
     Aircraft.

     The Manufacturer's Weight Empty is subject to adjustment as defined in
     paragraph 7 below.

5.   GUARANTEE CONDITIONS

5.1. The performance certification requirements for the Aircraft, except where
     otherwise noted, will be as stated in Section 02 of the Specification.

5.2. For the determination of JAR take-off and landing performance a hard level
     dry runway surface with no obstacles, zero wind, atmosphere according to
     ISA, except as otherwise noted and the use of speedbrakes, flaps, landing
     gear and engines in the conditions liable to provide the best results shall
     be assumed.

     For take-off performance no special procedures and no line-up allowance
     have been considered if not otherwise specified.


                               LA 6C RR Page 3/6

<PAGE>

LETTER AGREEMENT NO 6C

5.2.1. When establishing take-off and second segment performance no air will be
     bled from the engines for cabin air conditioning or anti-icing.

5.2.2 For the purpose of the take-off elements of the guarantee the centre of
     gravity position providing the best results shall be assumed.

5.3. Climb, cruise and descent performance associated with the Guarantees will
     include allowances for normal electrical load and for normal engine air
     bleed and power extraction associated with maximum cabin differential
     pressure as defined in Section 21-30.31 of the Specification. Cabin air
     conditioning management during performance demonstration as described in
     paragraph 6.3 may be such as to optimise the Aircraft performance while
     meeting the minimum air conditioning requirements defined above. Unless
     otherwise stated no air will be bled from the engines for anti-icing.

     Cruise performance at *** and above assumes a centre of gravity position
     (MAC) giving the best results, unless otherwise stated.

5.4. The engines will be operated using not more than the engine manufacturer's
     maximum recommended outputs for take-off, maximum go-round, maximum
     continuous, maximum climb and cruise for normal operation unless otherwise
     stated.

5.5. Where applicable the Guarantees assume the use of an approved fuel having a
     density of *** kg/litre and a lower heating value of *** BTU/lb.

6.   GUARANTEE COMPLIANCE

6.1. Compliance with the Guarantees shall be demonstrated using operating
     procedures and limitations in accordance with those defined by the
     certifying Airworthiness Authority and by the Seller unless otherwise
     stated.

6.2. Compliance with the take-off, second segment, en-route one engine
     inoperative, approach and landing elements of the Guarantees will be
     demonstrated with reference to the approved Flight Manual. For
     demonstration of take-off performance the optimal procedure may be used.

6.3. Compliance with those parts of the guarantees defined in paragraphs 2 and 3
     not covered by the requirements of the certifying Airworthiness Authority
     shall be demonstrated by calculation based on data obtained during flight
     tests conducted on one (or more, at the Seller's discretion) A330-300
     Aircraft of the same aerodynamic configuration as those Aircraft purchased
     by the Buyer and incorporated in the In-Flight Performance Program and data
     basis ("the IFP") appropriate to the A330-300 Aircraft.

6.4. Data derived from tests will be adjusted as required using conventional
     methods of correction, interpolation or extrapolation in accordance with
     established aeronautical practices to show compliance with the Guarantees.

6.5. Compliance with the Guarantees is not contingent on engine performance
     defined in the engine manufacturer's specification.

6.6. Compliance with the Manufacturer's Weight Empty guarantee defined in
     paragraph 4 shall be demonstrated with reference to a weight compliance
     report.

6.7. The Seller undertakes to furnish the Buyer with a report or reports
     demonstrating compliance with the Guarantees at, or as soon as possible
     after, the delivery of each of the Buyer's A330-300 Aircraft.


                               LA 6C RR Page 4/6

<PAGE>

LETTER AGREEMENT NO 6C.

7.   ADJUSTMENT OF GUARANTEES

7.1. In the event of any change to any law, governmental regulation or
     requirement or interpretation thereof ("rule change") by any governmental
     agency made subsequent to the date of the Agreement and such rule change
     affects the Aircraft configuration or performance or both required to
     obtain certification the Guarantees shall be appropriately modified to
     reflect the effect of any such change.

7.2. The Guarantees apply to the Aircraft as described in paragraph 1 and may be
     adjusted in the event of:

          a)   Any further configuration change which is the subject of a SCN

          b)   Variation in actual weights of items defined in Section 13-10 of
               the Specification

          c)   Changes required to obtain certification which causes changes to
               the performance or weight of the Aircraft

8.   EXCLUSIVE GUARANTEES

     The Guarantees are exclusive and are provided in lieu of any and all other
     performance and weight guarantees of any nature which may be stated,
     referenced or incorporated in the Specification or any other document.

9.   UNDERTAKING REMEDIES

     ***


                                LA 6C RR Page 5/6

<PAGE>

LETTER AGREEMENT NO 6C

If the foregoing sets forth our understanding please execute the original and
one copy thereof in the space provided and return the copy to the Seller.

Agreed and accepted,                    Agreed and accepted,

For and on behalf of                    For and on behalf of

CHINA EASTERN AIRLINES                  AIRBUS S.A.S
CORPORATION LIMITED


Name: /s/ Luo Chaogen                   Name: /s/ Noel Forgeard
      -------------------------------         ----------------------------------
Title:                                  Title: CEO
       ------------------------------

CHINA EASTERN AIRLINES AVIATION
IMPORT AND EXPORT CORPORATION

Name: /s/ Fan Erning
      -------------------------------
Title:
       ------------------------------


                                LA 6C RR Page 6/6

<PAGE>

LETTER AGREEMENT NO 7

CHINA EASTERN AIRLINES CORPORATION, LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China

Subject: MISCELLANEOUS

China Eastern Corporation, Limited (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A330-300 model aircraft (the "Aircraft" as
described in the Agreement).

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.

Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.


                                 LA 7 Page 1/7

<PAGE>

LETTER AGREEMENT NO 7

1.   CLAUSE 5 PAYMENTS

1.1  The Buyer and the Seller acknowledge that sub-Clause 5.3.5 and sub-Clause
     5.11 of this Agreement shall not be applicable.

1.2  The parties agree to add to sub-Clause 5.3.2 the following paragraph:

     QUOTE

     ***

     UNQUOTE

2.   CLAUSE 7 CERTIFICATION

     Notwithstanding the terms of sub-Clause 7.3.1 (ii) the parties agree to add
     the following sentence to sub-Clause 7.3.1 (ii):

     QUOTE

     ***

     UNQUOTE


                                 LA 7 Page 2/7

<PAGE>

LETTER AGREEMENT NO 7

3.   CLAUSE 9 DELIVERY

3.1  The parties agree to add to sub-Clause 9.3.1 the following paragraph:

     QUOTE

     ***

     UNQUOTE

3.2  The parties agree to delete sub-Clause 9.3.2 in its entirety and replace it
     with the following:

     QUOTE

     ***

     UNQUOTE

4.   CLAUSE 10 EXCUSABLE DELAY

4.1  The parties agree to add to sub-Clause 10.1 the following sentence:

     QUOTE

     ***

     UNQUOTE

4.2  The parties agree to delete sub-Clause 10.2 (i) in its entirety and replace
     it by the following:

     QUOTE

     ***


                                  LA 7 Page 3/7

<PAGE>

LETTER AGREEMENT NO 7

     UNQUOTE

4.3  The parties agree to delete sub-Clause 10.3.3 in its entirety and replace
     it with the following:

     QUOTE

     ***

     UNQUOTE

4.3  The parties agree to delete sub-Clause 10.5 in its entirety and replace it
     with the following:

     QUOTE

     ***

     UNQUOTE


                                  LA 7 Page 4/7

<PAGE>

LETTER AGREEMENT NO 7

5.   CLAUSE 11 NON EXCUSABLE DELAY

     The parties agree to delete sub-Clause 11.3 in its entirety and replace it
     with the following:

     QUOTE

     ***

     UNQUOTE

6.   CLAUSE 14 TECHNICAL DATA AND SOFTWARE SERVICES

     The parties agree to delete sub-Clause 14.5 in its entirety and replace it
     with the following:

     QUOTE

     ***

     UNQUOTE

7.   CLAUSE 15 SELLER REPRESENTATIVE

     ***


                                  LA 7 Page 5/7

<PAGE>

LETTER AGREEMENT NO 7

8.   CLAUSE 20 TERMINATION

     The parties agree to add to sub-Clause 20.2 the following paragraph:

     QUOTE

     ***

     UNQUOTE

9.   CLAUSE 21 ASSIGNMENTS AND TRANSFERS

     The parties agree to delete sub-Clause 21.2 in its entirety and replace it
     with the following:

     QUOTE

     ***

     UNQUOTE


                                  LA 7 Page 6/7

<PAGE>

LETTER AGREEMENT NO 7

If the foregoing correctly sets forth our understanding, please execute three
(3) originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.

Agreed and accepted,                    Agreed and accepted,

For and on behalf of                    For and on behalf of

CHINA EASTERN AIRLINES                  AIRBUS S.A.S.
CORPORATION LIMITED


Name: /s/ Luo Chaogen                   Name: /s/ Noel Forgeard
      -------------------------------         ----------------------------------
Title:                                  Title: CEO
       ------------------------------


CHINA EASTERN AIRLINES AVIATION
IMPORT AND EXPORT CORPORATION


Name: /s/ Fan Erning
      -------------------------------
Title:
       ------------------------------


                                  LA 7 Page 7/7

<PAGE>

SIDE LETTER NO 1

CHINA EASTERN AIRLINES CORPORATION, LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China

Subject: ***

China Eastern Corporation, Limited (the "Buyer") and Airbus S.A.S. (the
"Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A330-300 model aircraft (the "Aircraft" as
described in the Agreement).

Now the Buyer and the Seller agree the following:

     ***


                             Side Letter 1-Page 1/1

<PAGE>

SIDE LETTER NO 1

If the foregoing correctly sets forth our understanding, please execute three
(3) originals in the space provided below and return one (1) original of this
Letter Agreement to the Seller.

Agreed and accepted,                    Agreed and accepted,

For and on behalf of                    For and on behalf of

CHINA EASTERN AIRLINES                  AIRBUS S.A.S.
CORPORATION LIMITED


Name: /s/ Luo Chaogen                   Name: /s/ Noel Forgeard
      -------------------------------         ----------------------------------
Title:                                  Title: CEO
       ------------------------------


CHINA EASTERN AVIATION
IMPORT AND EXPORT CORPORATION


Name: /s/ Fan Erning
      -------------------------------
Title:
       ------------------------------


                            Side Letter 1 - Page 2/2

<PAGE>

                                 AMENDMENT NO 1

                         TO THE A330 PURCHASE AGREEMENT

                                     BETWEEN

                                  AIRBUS S.A.S.

                                       AND

                     CHINA EASTERN AIRLINES CORPORATION LTD

                                       AND

              CHINA EASTERN AVIATION IMPORT AND EXPORT CORPORATION


                                    Page 1/6

<PAGE>

                                 AMENDMENT NO 1

This amendment No. 1 to the A330 Purchase Agreement dated as of October 09th,
2004 is made as of the 10th day of December 2004.

BETWEEN

AIRBUS S.A.S., a societe par actions simplifiee, legal successor of Airbus
S.N.C., formerly known as Airbus G.I.E created and existing under French law and
registered with the Toulouse Registre du Commerce under number RCS Toulouse 383
474 814 and having its registered office at

          1 Rond-Point Maurice Bellonte
          31707 BLAGNAC Cedex
          FRANCE

(hereinafter referred to as "the Seller") of the one part,

CHINA EASTERN AIRLINES CORPORATION, LIMITED, having its principal office at:

          Pudong International Airport

          SHANGHAI 201202

          PEOPLE'S REPUBLIC OF CHINA

(hereinafter referred to as the "Airline") of the other part

AND

CHINA EASTERN AVIATION IMPORT AND EXPORT CORPORATION, having its principal
office at:

          Pudong International Airport

          SHANGHAI 201202

          PEOPLE'S REPUBLIC OF CHINA

(hereinafter referred to as the "Trading Corporation", the Airline and the
Trading Corporation hereinafter referred to jointly and severally as the
"Buyer").


                                    Page 2/6

<PAGE>

WHEREAS

     -    The parties hereto have signed on the 09th day of October 2004 an A330
          Purchase Agreement called hereinafter together with its Exhibits and
          Letter Agreements (the "Agreement") for the sale of a certain number
          of A330 aircraft, collectively referred to as the "Aircraft".

     -    Now the Buyer wishes and the Seller agrees to enter into an amendment
          No. 1 (the "Amendment") to convert five (5) Aircraft respectively
          referred to as Aircraft No. 3, 4, 5, 11 and 17 under the Agreement
          into A330-200 Aircraft (the "Converted Aircraft") at delivery dates
          detailed in Paragraph 3 of this Amendment.

     -    The Buyer will have no further right of conversion with respect to the
          Aircraft which has been converted.

     -    Except as provided herein in the Amendment, upon signature of this
          Amendment the Converted Aircraft shall be deemed Aircraft.

     -    For the sake of clarity, Letter Agreement No.6 to the Agreement will
          not apply to the Converted Aircraft.

NOW THEREFORE IT IS AGREED AS FOLLOWS:


                                    Page 3/6

<PAGE>

1.   GENERAL

     The following paragraphs will define the specific amendments to the
     Agreement which will apply only to the Converted Aircraft to be delivered
     to the Buyer.

2.   CONVERTED AIRCRAFT SPECIFICATION

     The Converted Aircraft will be manufactured in accordance with the Standard
     Specification document No. G.000.02000, Issue 4 Revision 1 dated December
     15. 2003 (the "Standard Specification") ***

               ***

     ***

3.   CONVERTED AIRCRAFT DELIVERY DATES

     The Converted Aircraft shall be delivered at the following dates:

     Aircraft No. 3: ***

     Aircraft No. 4: ***

     Aircraft No. 5: ***

     Aircraft No. 11: ***

     Aircraft No. 17: ***

4.   CONVERTED AIRCRAFT AIRFRAME BASIC PRICE

4.1  The Airframe Basic Price is the sum of:

          (i)  ***

          (ii) the budget of the basic prices of all SCNs is:

               USD ***

               (US Dollars ***)

4.2  The Airframe Basic Price has been established in accordance with the
     average economic conditions prevailing in December 2002, January 2003,
     February 2003 and corresponding to a theoretical delivery in January 2004
     (the "Base Period").

5.   PREDELIVERY PAYMENTS

     Predelivery Payments will be revised in accordance with the terms of this
     Amendment.


                                    Page 4/6

<PAGE>

6.   ***

6.1  ***

6.2  ***


                                    Page 5/6

<PAGE>

IN WITNESS WHEREOF, this Amendment No. 1 was entered into the day and year above
written.

For and on behalf of:                   For and on behalf of:

CHINA EASTERN AIRLINES                  AIRBUS S.A.S.
CORPORATION LIMITED


By: /s/ Luo Chaogen                     By: /s/ Guy Brunon
    ---------------------------------       ------------------------------------
Its:                                        Guy Brunon
     --------------------------------   Its: V.P. Contracts


CHINA EASTERN AVIATION IMPORT
AND EXPORT CORPORATION


By: /s/ Fan Erning
    ---------------------------------
Its:
     --------------------------------
Date: December 10th, 2004


                                    Page 6/6

<PAGE>

     LETTER AGREEMENT NO 1 TO AMENDMENT NO. 1

CHINA EASTERN AIRLINES CORPORATION, LIMITED
Pudong International Airport
Shanghai 201202
People's Republic of China

SUBJECT: CONVERTED AIRCRAFT PERFORMANCE GUARANTEES RR

CHINA EASTERN AIRLINES CORPORATION ("the Buyer") and AIRBUS S.A.S. ("the
Seller") have signed on the 09th day of October 2004 an A330 Purchase Agreement
called hereinafter together with its Exhibits and Letter Agreements (the
"Agreement") for the sale of a certain number of A330 aircraft, collectively
referred to as the "Aircraft".

The parties have entered into an amendment No.1 (the "Amendment") dated as of
even date herewith to convert five (5) Aircraft into A330-200 Aircraft (the
"Converted Aircraft").

Both parties agree that this Letter Agreement No.1 to the Amendment shall
constitute an integral part of said Amendment.

Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.


                                  LA 1 Page 1/6

<PAGE>

     LETTER AGREEMENT NO 1 TO AMENDMENT NO. 1

1.   AIRCRAFT CONFIGURATION

1.1  The guarantees defined below ("the Guarantees") are applicable to the
     Converted Aircraft as described in the Technical Specification Ref.
     G.000.02000 Issue 4 Revision 1 dated 15th December 2003 as amended by
     Specification Change Notice (SCN) for the increase in Design Weights to:

          Maximum Take-off Weight    ***
          Maximum Landing Weight     ***
          Maximum Zero Fuel Weight   ***

     and powered by Rolls Royce Trent 772B engines without taking into account
     any further changes thereto as provided in the Agreement ("the
     Specification").

2.   GUARANTEED PERFORMANCE

2.1  JAR Take-off Field Length

     JAR take-off field length on a dry runway at an Aircraft gross weight of
     *** at the start of ground run at sea level pressure altitude in ***
     conditions shall be not more than a guaranteed value of ***.

2.2  Second Segment Climb

     The Aircraft shall meet JAR regulations for one engine inoperative climb
     after take-off, undercarriage retracted, at a weight corresponding to the
     stated weight at the start of the ground run at the altitude and
     temperature and in the configuration of flap angle and safety speed
     required to comply with the performance guaranteed in Para 2.1 above.

2.3  Landing Field Length

     JAR certified landing field length at an Aircraft gross weight of *** at
     sea level pressure altitude with zero wind and slope shall be not more than
     a guaranteed value of ***.

2.4  En-route One Engine Inoperative Climb Capability

     The Aircraft shall meet JAR regulations minimum en-route climb gradient
     (1.1%), with one engine inoperative and the other operating at maximum
     continuous thrust available at that altitude with air conditioning on,
     anti-ice off, at an Aircraft gross weight of *** in cruise configuration,
     in ISA conditions at a pressure altitude of a guaranteed value of not less
     than ***.

3    MISSION GUARANTEES

3.1  Mission Payload

     The Aircraft shall be able of carrying a guaranteed payload of *** over a
     still air distance of *** nautical miles (representative of PVG to SVO
     mission (*** ground distance) against a *** kts headwind) when operated
     under the conditions defined below:

3.1.1 The departure airport conditions are such as to allow the required
     take-off weight to be used without restriction. The airport altitude is ***
     feet.

     The destination airport conditions are such as to allow the required
     landing weight to be used without restriction. The airport altitude is ***
     feet.


                                  LA 1 Page 2/6

<PAGE>

     LETTER AGREEMENT NO 1 TO AMENDMENT NO.1

3.1.2 Allowances of *** of fuel is considered for engine start and taxi out.

3.1.3 Allowances of *** of fuel and *** time are considered for take-off and
     climb to *** above departure airport with acceleration to climb speed at
     ISA conditions.

3.1.4 Climb from *** above the departure airport up to cruise altitude using
     maximum climb thrust and cruise at fixed Mach number of *** at pressure
     altitudes between *** and *** and *** descent to *** above the destination
     airport are conducted in ISA conditions. Speeds below *** shall be ***
     knots CAS.

3.1.5 Allowances of *** fuel and *** of time are considered for approach and
     landing at destination.

3.1.6 An allowance of *** of fuel to be taken from the reserves is considered
     for taxi in.

3.1.7 Stage distance is defined as the distance covered during climb, cruise and
     descent as described above in Paragraph 3.0.4 above.

     Flight time is defined as the time used during take-off, climb, cruise,
     descent, approach and landing as described above in Paragraphs 3.1.3 to
     3.1.5

3.1.8 After approach and landing *** of usable fuel shall remain in the tanks.
     This represents the estimated fuel defined as the sum of:

          1)   Allowance: Contingency fuel *** of flight time

          2)   Missed approach

          3)   Diversion in ISA conditions over a still air distance of ***
               (representative of SVO to MHP at zero wind) starting at ***
               altitude above the destination airport and ending at *** altitude
               above the diversion airport

          4)   Holding for *** minutes at *** altitude above diversion airport
               in ISA conditions

          5)   Approach and land at diversion airport

          6)   A fuel mark up of *** has been applied for missed approach to
               approach and landing at diversion airport

3.2  Operating Weight Empty definition

     The Mission Payload guarantee defined in Paragraph 3.1 above has been based
     on a fix estimated Operating Weight Empty of ***.

4    MANUFACTURER'S WEIGHT EMPTY

     The Seller guarantees a Manufacturer's Weight Empty of *** plus ***. This
     is Manufacturer's Weight Empty as defined in Section 13-10.00.00 amended by
     the SCN for associated changes as defined in Para 1.1 and which will be
     derived from the weighing of the Aircraft and is subject to adjustment as
     defined in paragraph 7.2 below.

5    GUARANTEE CONDITIONS

5.1  The performance certification requirements for the Aircraft, except where
     otherwise noted, will be as stated in Section 02 of the Specification.

5.2  For the determination of JAR take-off and landing performance a hard level
     dry runway surface with no line-up allowance, no obstacles, zero wind,
     atmosphere according to ISA, except as otherwise noted and the use of
     speedbrakes, flaps, landing gear and engines in the conditions liable to
     provide the best results shall be assumed.


                                 LA 1 Page 3/6

<PAGE>

     LETTER AGREEMENT NO 1 TO AMENDMENT NO.1

5.2.1 When establishing take-off performance no air shall be bled from the
     engines for cabin air conditioning or anti-icing.

5.2.2 For the purposes of the take-off elements of the Guarantee the centre of
     gravity position providing the best results shall be assumed.

5.3  Climb, cruise and descent performance associated with the Guarantees shall
     include allowances for normal electrical load and for normal engine air
     bleed and power extraction associated with maximum cabin differential
     pressure as defined in Section 21-30.31 of the Specification. Cabin air
     conditioning management during performance demonstration as described in
     paragraph 6.3 may be such as to optimize the Aircraft performance while
     meeting the minimum air conditioning requirements defined above. Unless
     otherwise stated no air shall be bled from the engines for anti-icing.
     Cruise performance at *** and above assumes a centre of gravity position
     of *** MAC.

5.4  The engines shall be operated using not more than the engine manufacturer's
     maximum recommended outputs for take-off, maximum go-round, maximum
     continuous, maximum climb and cruise for normal operation unless otherwise
     stated.

5.5  Where applicable the Guarantees assume the use of an approved fuel having a
     density of *** kg/litre and a lower heating value of *** BTU/lb.

6    GUARANTEE COMPLIANCE

6.1  Compliance with the Guarantees shall be demonstrated using operating
     procedures and limitations in accordance with those defined by the
     certifying Airworthiness Authority and by the Seller unless otherwise
     stated.

6.2  Compliance with the take-off, second segment landing and one engine
     inoperative elements of the Guarantees shall be demonstrated with reference
     to the approved Flight Manual.

6.3  Compliance with those parts of the guarantees defined in paragraphs 2 and 3
     not covered by the requirements of the certifying Airworthiness Authority
     shall be demonstrated by calculation based on data obtained during flight
     tests conducted on one (or more, at the Seller's discretion) A330-200
     aircraft of the same aerodynamic configuration as those Aircraft purchased
     by the Buyer and incorporated in the In-Flight Performance Program and data
     bases ("the IFP") appropriate to the Aircraft.

6.4  Compliance with the Manufacturer's Weight Empty guarantee defined in
     paragraph 4 shall be demonstrated with reference to a weight compliance
     report.

6.5  Data derived from tests shall be adjusted as required using conventional
     methods of correction, interpolation or extrapolation in accordance with
     established aeronautical practices to show compliance with the Guarantees.

6.6  Compliance with the Guarantees shall be based on the performance of the
     airframe/engine combination as defined in Paragraph 1 above and shall not
     be contingent on engine performance defined in the engine manufacturer's
     specification.

6.7  The Seller undertakes to furnish the Buyer with a report or reports
     demonstrating compliance with the Guarantees at, or as soon as possible
     after the delivery of each of the Buyer's Converted Aircraft.

7    ADJUSTMENT OF GUARANTEES


                                 LA 1 Page 4/6

<PAGE>

     LETTER AGREEMENT NO 1 TO AMENDMENT NO. 1

7.1  In the event of any change to any law, governmental regulation or
     requirement or interpretation thereof ("rule change") by any governmental
     agency made subsequent to the date of the Agreement and such rule change
     affects the Aircraft configuration or performance or both required to
     obtain certification the Guarantees shall be appropriately modified to
     reflect the effect of any such change.

7.2  The Guarantees apply to the Aircraft as described in paragraph 1 and may be
     adjusted in the event of:

          a)   Any further configuration change which is the subject of a SCN

          b)   Variation in actual weights of items defined in Section 13-10 of
               the Specification

          c)   Changes required to obtain certification which cause changes to
               the performance or weight of the Aircraft

8    UNDERTAKING REMEDIES

     ***

9    EXCLUSIVE GUARANTEES

     The Guarantees are exclusive and are provided in lieu of any and all other
     performance and weight guarantees of any nature which may be stated,
     referenced or incorporated in the Specification or any other document.


                                  LA 1 Page 5/6

<PAGE>

     LETTER AGREEMENT NO 1 TO AMENDMENT NO. 1

If the foregoing sets forth our understanding please execute the original and
one copy thereof in the space provided and return the copy to the Seller.

Agreed and Accepted                     Agreed and Accepted

For and on behalf of:                   For and on behalf of:

CHINA EASTERN AIRLINES                  AIRBUS S.A.S.
CORPORATION LIMITED


By: /s/ Luo Chaogen                     By: /s/ Guy Brunon
    ---------------------------------       ------------------------------------
Its:                                        Guy Brunon
     --------------------------------   Its: V.P. Contracts


CHINA EASTERN AVIATION IMPORT
AND EXPORT CORPORATION


By: /s/ Fan Erning
    ---------------------------------
Its:
     --------------------------------
Date: DECEMBER 10th, 2004


                                  LA 1 Page 6/6