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                                                                     EXHIBIT 4.2

                                      A330

                               PURCHASE AGREEMENT

                                     BETWEEN

                                     AIRBUS

                                    AS SELLER

                                       AND

                            KLM ROYAL DUTCH AIRLINES

                                    AS BUYER




REFERENCE:  AI/CC-C 337.0014/02

                                    CONTENTS

CLAUSES                      TITLES
-------                      ------

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 DOCUMENTATION

15                           SELLER'S REPRESENTATIVES

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CLAUSES                      TITLES
-------                      ------

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


                                    CONTENTS

EXHIBITS                    TITLES
--------                    ------

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 AND DOCUMENTATION

Exhibit H                   SPARE PARTS PROCUREMENT

Exhibit I                   CUSTOMISATION MILESTONES CHART

Exhibit J                   LIST OF DOCUMENTS AT DELIVERY


                             A330 PURCHASE AGREEMENT

This A330 Purchase Agreement (the "AGREEMENT") is made on November 2002

BETWEEN:

AIRBUS, a groupement d'interet economique 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 C 302 609 607 (the "SELLER"),

and

KLM ROYAL DUTCH AIRLINES a company organised under the laws of the Netherlands
having its principal place of business at Amsterdamseweg 55, 1182 GP Amstelveen,
the Netherlands (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.



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NOW THEREFORE IT IS AGREED AS FOLLOWS:

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.

         AIRCRAFT                           means an Airbus A330 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, including but
                                            not limited to, flight training,
                                            line training, flight assistance,
                                            line assistance, maintenance
                                            support, maintenance training
                                            (including On the Job Training and
                                            Engine Run Up) or training support
                                            performed on aircraft and provided
                                            to 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 have 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 Interest
                                            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.

         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

         GROSS NEGLIGENCE                   means any act or omission
                                            done with intent to cause damage or
                                            recklessly and with knowledge that
                                            damage would probably result.


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

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

         MANUFACTURER SPECIFICATION         means an agreement in writing
         CHANGE NOTICE, OR MSCN             between the parties to
                                            amend the Specification pursuant to
                                            Clause 2.1.3.

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

         MEMBERS                            means each of Airbus France S.A.S,
                                            Airbus Deutschland GmbH, Airbus
                                            Espana S.L. and Airbus UK Ltd.

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


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

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


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

         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 15.1.

         SELLER REPRESENTATIVES             means the services provided by the
         SERVICES                           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.

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

         SPECIFICATION CHANGE               means an agreement in writing
         NOTICE OR SCN                      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 A330-200 standard
                                            specification document number
                                            G.000.02000, Issue 4, dated 18th May
                                            2001, a copy of which has been
                                            annexed hereto as Exhibit A.
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         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 AND
         DOCUMENTATION                      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.

1                 SALE AND PURCHASE

                  The Seller shall sell and deliver and the Buyer shall buy and
                  take delivery of six (6) A330-200 Aircraft on the Delivery
                  Date at the Delivery Location upon the terms and conditions
                  contained in this Agreement.

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 from time to
                  time by the Specification Change Notices listed in Appendix 1
                  to Exhibit A. The parties have attached in Appendix 1 to
                  Exhibit A a preliminary list of Specification Change Notices
                  which shall be subject to revision within the limits defined
                  in Clause 2.3.

2.1.2             SPECIFICATION CHANGE NOTICE (SCN)

                  The Specification may be amended from time to time 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 . The discussions leading to
                  the selection by the Buyer of a given SCN shall include a
                  review of the impact on maintenance or operation, if any.


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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 provided that such changes do not adversely affect
                  price, time of delivery, weight or performance of the
                  Aircraft, maintanability, operations, 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 or the
                  manufacturing process thereof, 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

2.2.1             The Airframe shall be equipped with a set of either two (2)
                  General Electric CF6-80E1A3, or Pratt and Whitney PW4168A, or
                  Rolls Royce RB211 Trent 772B engines, including associated
                  standard equipment, nacelles and thrust reversers (the
                  "PROPULSION SYSTEMS").

2.2.2             The Buyer shall [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

2.3               CUSTOMISATION MILESTONES CHART.

                  Prior to the signature of this Agreement, the Seller has
                  provided the Buyer with an indicative Customisation Milestones
                  Chart (attached as Exhibit I) 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. The Buyer and the
                  Seller shall review this indicative Customisation Milestones
                  Chart by the end of April 2003.

3                 PRICES

3.1               AIRFRAME BASIC PRICE

3.1.1             The Airframe Basic Price is the sum of:

                  (i)      the basic price of the Airframe as defined in the
                           Standard Specification (excluding Buyer Furnished
                           Equipment), which is:

                  US Dollars

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

                  (ii)     the sum of the basic prices of all SCNs set forth in
                           Appendix 1 to Exhibit "A", which is :

                  US Dollars

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


<PAGE>

3.1.2             The Airframe Basic Price has been established in accordance
                  with the average economic conditions prevailing in December
                  1999, January 2000 and February 2000 and corresponding to a
                  theoretical delivery in January 2001 - (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) CF6-80E1A3 Propulsion
                  Systems including standard equipment, nacelles and thrust
                  reversers (the "PROPULSION SYSTEMS BASIC PRICE") is:

                  US Dollars

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

                  The Propulsion Systems Basic Price has been established in
                  accordance with the delivery conditions prevailing in January
                  2001 and has been calculated from the Propulsion Systems
                  Reference Price.

3.2.2             PRATT AND WHITNEY PROPULSION SYSTEMS

                  The basic price of a set of two (2) Pratt and Whitney 4168A
                  Propulsion Systems including standard equipment, nacelles and
                  thrust reversers (the "PROPULSION SYSTEMS BASIC PRICE") is:

                  US Dollars

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

                  The Propulsion Systems Basic Price has been established in
                  accordance with the delivery conditions prevailing in January
                  2001 and has been calculated from the Propulsion Systems
                  Reference Price.

3.2.3             ROLLS ROYCE PROPULSION SYSTEMS

                  The basic price of a set of two (2) Rolls Royce RB211-Trent
                  772B Propulsion Systems including standard equipment, nacelles
                  and thrust reversers (the "PROPULSION SYSTEMS BASIC PRICE")
                  is:

                  US Dollars

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

                  The Propulsion Systems Basic Price has been established in
                  accordance with the delivery conditions prevailing in January
                  2001 and has been calculated from the Propulsion Systems
                  Reference Price.

3.2.4             It is understood that the above-mentioned quotations as well
                  as Propulsion System Manufacturer's Price Revision Formulae
                  are based upon information received from the respective
                  Propulsion Systems Manufacturer and remain subject to any
                  modification that might be imposed by the Propulsion System
                  Manufacturer on the Seller and/or the Buyer

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 and signed for 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


<PAGE>

                  (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 and owing 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.

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 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. Upon the Buyer's request, the Seller shall
                  provide the Buyer with documented evidence of such a change
                  being imposed by the Propulsion Systems Manufacturer.

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 [CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT]with :
                  NATEXIS BANQUE
                  BP 293
                  48 Allees Francois Verdier
                  31005 TOULOUSE Cedex
                  FRANCE

                  or to such other account which may be established by mutual
                  agreement.

5.2               DEPOSIT

                  An amount equal to the initial deposit of US Dollars
                  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT] per Aircraft already paid by the Buyer
                  to the Seller [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

<PAGE>

                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] shall be
                  deducted from the first Predelivery Payment due under this
                  Agreement.

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:

                  A = Pb (1 + [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT])

                  Where

                  A        :        The predelivery payment reference price for
                                    Aircraft to be delivered in year T;

                  T        :        the year of delivery of the relevant
                                    Aircraft

                  Pb       :        the Basic Price;

                  N        :        (T-2001)

5.3.2             Such Predelivery Payments shall be made in accordance with the
                  following schedule:

                  DUE DATE OF PAYMENTS                 PERCENTAGE OF PREDELIVERY
                                                       PAYMENT REFERENCE PRICE

                  Upon signature of this Agreement     [CONFIDENTIAL MATERIAL
                                                       OMITTED AND FILED
                  On the first day of each of the      SEPARATELY WITH THE
                  following months prior to the        SECURITIES AND EXCHANGE
                  Scheduled Delivery Month             COMMISSION PURSUANT TO A
                  Total Payment prior to Delivery      REQUEST FOR CONFIDENTIAL
                                                       TREATMENT]

5.3.3             Any Predelivery Payment received by the Seller shall
                  constitute an instalment in respect of the Final Price of the
                  Aircraft. The Seller shall be entitled to hold and use any
                  Predelivery Payment as absolute owner thereof, subject only to
                  (i) the obligation to deduct any such Predelivery Payment from
                  the Final Price when calculating the Balance of Final Price or
                  (ii) the obligation to repay to the Buyer the Predelivery
                  Payments pursuant to any other Clause of this Agreement.

5.3.4             If any Predelivery Payment is not received within
                  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT] of the relevant due date specified in
                  Clause 5.3.2 [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] then, and in
                  addition to any other rights and remedies available to Seller,
                  the Seller shall have the right to set back the Scheduled
                  Delivery Month by a period of [CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  for each [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT] such payment is delayed.

                  Furthermore, if such delay is greater than [CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT], the Seller shall have

<PAGE>

                  no obligation to deliver the Aircraft within the Scheduled
                  Delivery Month as modified pursuant to the preceding
                  paragraph. Upon receipt of the full amount of all delayed
                  Predelivery Payments, together with Default Interest pursuant
                  to Clause 5.7, the Seller shall inform the Buyer of a new
                  Scheduled Delivery Month consistent with Seller's other
                  commitments and production capabilities.

5.4               BALANCE OF FINAL PRICE

5.4.1             The Balance of Final Price payable by the Buyer to the Seller
                  on the Delivery Date shall be the Final Price less the amount
                  of Predelivery Payments received by the Seller on or before
                  the Delivery Date.

5.4.2             On receipt of the Seller's invoice, once the Aircraft is Ready
                  for Delivery, the Buyer shall pay to the Seller the Balance of
                  Final Price.

5.5               OTHER CHARGES

                  If not expressly stipulated otherwise any other charges due
                  under this Agreement other than those set out in Clauses 5.2,
                  5.3 and 5.4 shall be paid by the Buyer at the same time as
                  payment of the Balance of Final Price or, if invoiced after
                  the Delivery Date, within [CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after the
                  invoice date.

5.6               METHOD OF PAYMENT

5.6.1             All payments provided for in this Agreement shall be made in
                  the United States Dollars (USD) in immediately available
                  funds.

5.6.2             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 Agreement 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. 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 be equal to the amounts which would have
                  been received in the absence of such deduction or withholding
                  and pay to the relevant taxation or other authorities within
                  the period for payment permitted by applicable law, the full
                  amount of the deduction or withholding.

5.6.3             [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT]

5.7               DEFAULT INTEREST

                  If any payment due to the Seller under this Agreement
                  including but not limited to any Predelivery Payment, deposit,
                  option fees for the Aircraft as well as any payment for any
                  spare parts, data, documents, training and services due to the
                  Seller, is not received on the due date, without prejudice to
                  the Seller's other rights under this Agreement and at law, 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 [CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] deposits in
                  US Dollars (as published in the Financial Times on the due
                  date) plus [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT] per year (part year to be
                  prorated). All such interest shall be compounded monthly and
                  calculated on the basis of the actual number of days elapsed
                  in the month assuming a thirty (30) day month and a three
                  hundred and sixty (360) day year.

5.8               TAXES


<PAGE>

5.8.1             The amounts stated in this Agreement to be payable by the
                  Buyer are exclusive of value added tax ("VAT") chargeable
                  under the laws of the Delivery Location and accordingly the
                  Buyer shall pay any VAT chargeable in respect of supplies to
                  the Buyer as contemplated by this Agreement. Currently no VAT
                  is chargeable to the Buyer pursuant to this Agreement, but
                  should VAT become so chargeable and the applicable legislation
                  enable the Buyer to claim an exemption or reimbursement in
                  respect thereof, the Seller shall assist the Buyer upon
                  request with the application by the Buyer to the relevant
                  authorities.

5.8.2             The Seller shall pay all other taxes, duties or similar
                  charges of any nature whatsoever levied, assessed, charged or
                  collected for or in connection with the fabrication,
                  manufacture, assembly, sale and delivery under this Agreement
                  of any of the Aircraft, services, instructions and data
                  delivered or furnished hereunder provided such charges have
                  been promulgated and are enforceable under the laws of the
                  Delivery Location.

5.8.3             The Buyer shall bear the costs of and pay any and all taxes,
                  duties or similar charges of any nature whatsoever not assumed
                  by the Seller under Clause 5.8.2 including but not limited to
                  any duties or taxes due upon or in relation to the importation
                  or registration of the Aircraft in the Buyer's country and/or
                  any withholdings or deductions levied or required in the
                  Buyer's country in respect of the payment to the Seller of any
                  amount due by the Buyer hereunder. In no event shall KLM be
                  responsible for Seller's corporation, income or capital gains
                  taxes imposed by the jurisdiction of the Seller's
                  incorporation and (where different) the jurisdiction where the
                  Seller is principally resident for tax purposes.

5.9               SET-OFF

                  The Buyer and the Seller hereby agree that should any amount
                  (whether under this Agreement or under any other agreement
                  between the Buyer and the Seller or any of its asset
                  management or financing affiliates) not be paid in full in
                  immediately available funds on the date due, then the Seller,
                  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT], will have the right to debit and
                  apply, in whole or in part, the unused amount of any credit
                  made available by the Seller to the Buyer against such unpaid
                  amount. The Seller will promptly notify the Buyer in writing
                  after such debiting and application.

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 relevant Member 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, documentation 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 between the Buyer and the Seller but
                         shall be conducted pursuant to the Seller's own system
                         of inspection as developed under the supervision of and
                         approved by the relevant Aviation Authority.
                         [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                         A REQUEST FOR CONFIDENTIAL TREATMENT]

                  (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

<PAGE>

                         hours (or outside of business hours if appropriate
                         and mutually agreed) and shall take place in the
                         presence of relevant inspection department personnel
                         of 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 Members 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 of the last
                  Aircraft, 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).

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.

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 in 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. The Seller shall consult with the
                  Buyer before taking the appropriate steps relating thereto.

7.3               COSTS OF SCNS FOR CERTIFICATION

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

                  (i)      [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                           TO A REQUEST FOR CONFIDENTIAL TREATMENT]

                  (ii)     [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                           TO A REQUEST FOR CONFIDENTIAL TREATMENT]


<PAGE>

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 dealt with in
                  accordance with such arrangements as may be made separately
                  between the Buyer and the Propulsion Systems Manufacturer. The
                  Seller shall however keep the Buyer informed of any
                  contemplated change relating to the Propulsion Systems, that
                  the Seller becomes aware of.

7.4               VALIDATION OF THE EXPORT AIRWORTHINESS CERTIFICATE

7.4.1             The Seller shall assist the Buyer in obtaining 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
                  bythe Buyer. The parties shall sign a Specification Change
                  Notice which specifies the effects, if any, upon the
                  guaranteed performances, weights, interchangeability,
                  maintenance and/or operation, time of Delivery and price of
                  the Aircraft.

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 and agreed with the
                  Buyer (the "Technical Acceptance Process"). The Technical
                  Acceptance Process may also include mutually agreed additions,
                  suggestions or amendments which have been reasonably requested
                  by the Buyer. Completion of the Technical Acceptance Process
                  shall demonstrate the satisfactory functioning of the Aircraft
                  and shall be deemed to demonstrate compliance with the
                  Specification in line with good industry practice. Upon
                  Delivery of the Aircraft, the Seller shall provide the Buyer
                  with the agreed documents set out in Exhibit J. 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. In the event that Delivery of an Aircraft is delayed
                  due to such changes being carried out, the provisions of
                  Clause 10 or Clause 11 shall apply, as the case may be.

                  In the event that the non compliance with the Technical
                  Acceptance Process is such that it does not prevent the
                  Certificate of Airworthiness to be issued, the Buyer may elect
                  to have the Aircraft delivered, and such non compliance
                  rectified at a mutually agreed later date.

8.1.2             The Technical Acceptance Process shall:

                  (i)    commence on a date notified by the Seller to the Buyer
                         pursuant to Clause 9.1.3. In the event that there is a
                         change in the Technical Acceptance Process programme
                         thus notified to the Buyer, the Seller shall always
                         ensure that it has given the Buyer a minimum of
                         [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                         A REQUEST FOR CONFIDENTIAL TREATMENT] notice prior to
                         the start of the Technical Acceptance Process;

                  (ii)   take place at the Delivery Location;

                  (iii)  be carried out by the personnel of the Seller and, if
                         the Buyer elects to attend the Technical Acceptance
                         Process in accordance with the provisions of Clause
                         8.2.2, in the presence of the Buyer;

                  (iv)   include a technical acceptance flight which shall
                         enable the Buyer to check the Aircraft, and which shall
                         not normally exceed a period of [CONFIDENTIAL MATERIAL
                         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                         EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                         CONFIDENTIAL TREATMENT], unless otherwise mutually
                         agreed.


<PAGE>

8.2               BUYER'S ATTENDANCE

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

8.2.2             If the Buyer attends 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 [CONFIDENTIAL MATERIAL OMITTED
                         AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                         TREATMENT] of the Buyer's representatives, unless
                         otherwise mutually agreed (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 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.

8.2.4.1           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT]

8.2.4.2           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT]

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").

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.

                  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT]


9                 DELIVERY

9.1               DELIVERY SCHEDULE

9.1.1             Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have
                  the Aircraft Ready for Delivery at the Delivery Location
                  within the following months:

                  Aircraft N(degree) 1 [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  Aircraft N(degree) 2 [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  Aircraft N(degree) 3 [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


<PAGE>

                  Aircraft N(degree) 4 [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  Aircraft N(degree) 5 [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  Aircraft N(degree) 6[CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

                  Each of such months shall be, with respect to the
                  corresponding Aircraft, the "SCHEDULED DELIVERY MONTH".

                  The Buyer has indicated that it wishes to have Aircraft
                  N(degree) 2, 3, 5 and 6 delivered [CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
                  The Seller is not currently in a position to provide such
                  delivery dates, but the Buyer and the Seller have agreed to
                  review the situation in [CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

9.1.2             [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT]

9.1.3             Approximately [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the
                  Scheduled Delivery Month, the Seller shall provide the Buyer
                  with a tentative delivery schedule including the technical
                  Acceptance Process schedule, and the anticipated date on which
                  the Aircraft is expected to be Ready for Delivery, which,
                  unless amended by a notification not more than [CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT] later, shall be deemed to be confirmed as the
                  delivery schedule of the relevant Aircraft.

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) business 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 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, despite the Aircraft being Ready for Delivery;
                         or

                  (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 indemnify

<PAGE>

                  and hold the Seller harmless against any and all costs
                  relating directly to such rejected delivery (including but not
                  limited to any parking, storage, and insurance costs).

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, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT]. The Seller shall
                  cooperate with the Buyer in making arrangements with the
                  supplying companies for the fuel and oil as well as other
                  arrangements such as customs clearance, catering etc. as may
                  be necessary for all post-Delivery flights.

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 - provided they satisfy the
                  foregoing test - 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 and shall inform the Buyer of the measures and
                         remedies taken to cure the cause and mitigate the
                         duration and effect of any delay;

                  (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;

                  (v)    [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                         TO A REQUEST FOR CONFIDENTIAL TREATMENT]

                  (vi)   [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                         TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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 [CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT] 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

<PAGE>

                  giving written notice to the other party within [CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT] days after the expiry of such [CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT] month period.

10.3.2            If the Seller concludes that the Delivery of any Aircraft
                  shall be delayed for more than [CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  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 [CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT] 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 [CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  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.

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 promptly to
                  this effect and in any event not later than [CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT] after 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
                  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT] 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

<PAGE>

                  forth in this Clause 10, [CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

11                NON-EXCUSABLE DELAY

11.1              LIQUIDATED DAMAGES

11.1.1            Should any of the Aircraft not be Ready for Delivery to the
                  Buyer within [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after the
                  last day of the Scheduled Delivery Month (as varied by virtue
                  of Clauses 2, 7 and 10) (the "DELIVERY PERIOD") and such delay
                  is not as a result of an Excusable Delay or Total Loss (a
                  "NON-EXCUSABLE DELAY"), then the Buyer shall have the right to
                  claim, and the Seller shall pay by way of liquidated damages
                  to the Buyer US Dollars [CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

11.1.2            The amount of such liquidated damages shall in no event exceed
                  the total of US Dollars [CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in respect
                  of any one Aircraft.

11.1.3            The Buyer shall submit a claim for liquidated damages not
                  later than one (1) month after the last day of the month
                  following the Scheduled Delivery Month, and thereafter at the
                  end of each month during which the delay continues. The Seller
                  shall pay promptly such liquidated damages upon receiving such
                  demand from the Buyer.

11.1.4            [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT]

11.2              RE-NEGOTIATION

                  If as a result of Non-Excusable Delay, Delivery does not occur
                  in the period falling [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] months after
                  the Delivery Period, the Buyer shall have the right
                  exercisable by written notice to the Seller given not less
                  than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                  THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
                  FOR CONFIDENTIAL TREATMENT] nor more than [CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT] after the expiration of the [CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  months falling after the Delivery Period to require from the
                  Seller a re-negotiation of the Scheduled Delivery Month for
                  the affected Aircraft. Unless otherwise agreed between the
                  Seller and the Buyer during such re-negotiation, the said
                  re-negotiation shall not prejudice the Buyer's right to
                  receive liquidated damages in accordance with Clause 11.1
                  during the period of Non-Excusable Delay.

11.3              TERMINATION

                  If as a result of Non-Excusable Delay, Delivery does not occur
                  in the period falling [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] months after
                  the Delivery Period and the parties have not renegotiated the
                  Delivery Date pursuant to Clause 11.2, either party shall have
                  the right exercisable by written notice to the other party,
                  given not less than one (1) month nor more than [CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT] months after expiration of such [CONFIDENTIAL

<PAGE>

                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT] months to terminate this Agreement in respect of
                  the affected Aircraft and neither party shall have any claim
                  against the other in respect of such nondelivery [CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT]

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 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, without prejudice to the
Buyer's right of termination as per Clause 11.3 above. The Seller shall not in
any circumstances have any liability whatsoever for Non Excusable Delay other
than as set forth in this Clause 11.

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 [CONFIDENTIAL MATERIAL
                           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                           EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                           CONFIDENTIAL TREATMENT] 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


<PAGE>

                 (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).

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
                 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                 SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                 CONFIDENTIAL TREATMENT] 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. Whenever
                 applicable, the Seller option shall take into consideration the
                 Buyer's constraints. The labour required to install such kit
                 will be reimbursed by the Seller at the Inhouse Warranty Labour
                 Rate defined in Clause 12.1.7 (v).

                 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, if
                 such Warranted Part is readily available for purchase.

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, [CONFIDENTIAL MATERIAL OMITTED AND
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT], 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.

                 (iii)     [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                           TO A REQUEST FOR CONFIDENTIAL TREATMENT].

12.1.4.3         In addition to the remedies set forth in Clauses 12.1.4.1 and
                 12.1.4.2, the Seller shall reimburse the [CONFIDENTIAL MATERIAL
                 OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                 COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                 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 available and
                 could reasonably be introduced by the Buyer. 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 [CONFIDENTIAL MATERIAL OMITTED AND
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT] performed

<PAGE>

                           outside of a scheduled maintenance check as
                           recommended by the Seller's Maintenance Planning
                           Document, [CONFIDENTIAL MATERIAL OMITTED AND FILED
                           SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT];

                 (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 accepted by the
                           Buyer or, (provided that the solution presented by
                           the Seller is satisfactory for the Buyer)
                           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 defined in Clause 12.1.7, and

                 (v)       the manhours used to determine such reimbursement
                           shall not exceed the Seller's reasonable estimate of
                           the manhours required by the Buyer for such
                           inspections or if so the Seller will perform the
                           inspections upon conditions to be mutually agreed.

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 either reviewed the Warranted Part
                           with the Seller's Representative, or 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.
                           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                           TO A REQUEST FOR CONFIDENTIAL TREATMENT]

                 (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

                           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                           WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                           TO A REQUEST FOR CONFIDENTIAL TREATMENT]

                 (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

<PAGE>

                             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 [CONFIDENTIAL MATERIAL OMITTED AND FILED
                             SEPARATELY WITH THE SECURITIES AND EXCHANGE
                             COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                             TREATMENT]

                 (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.

                             The conditions which have to be fulfilled for
                             on-Aircraft work by the Seller is that (i) in the
                             opinion of the Seller, the work necessitates the
                             technical expertise of the Seller as manufacturer
                             of the Aircraft, or that (ii) the work, for reasons
                             beyond the Buyer's control, cannot be accomplished
                             by the Buyer.

                             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 a form selected by the Buyer
                             [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                             WITH THE SECURITIES AND EXCHANGE COMMISSION
                             PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                             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
                             FRANCE


<PAGE>

                 (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 [CONFIDENTIAL
                             MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                             SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                             REQUEST FOR CONFIDENTIAL TREATMENT]

                 (viii)      SELLER'S INSPECTION

                             The Seller shall have the right to inspect the
                             affected Aircraft and documents and other records
                             directly relating to the Warranty Claim in the
                             event of any Warranty Claim under this Clause 12.1,
                             provided such inspection does not cause disruption
                             in the Aircraft operation.

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 where practicable 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 [CONFIDENTIAL MATERIAL OMITTED AND
                                    FILED SEPARATELY WITH THE SECURITIES AND
                                    EXCHANGE COMMISSION PURSUANT TO A REQUEST
                                    FOR CONFIDENTIAL TREATMENT] 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.

                 (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:


<PAGE>

                             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,
                                - total price of parts,
                             c) number of spent 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 are
                                    not included.

                             -      The manhours permissible above shall be
                                    multiplied by an agreed labor rate of US
                                    Dollars [CONFIDENTIAL MATERIAL OMITTED AND
                                    FILED SEPARATELY WITH THE SECURITIES AND
                                    EXCHANGE COMMISSION PURSUANT TO A REQUEST
                                    FOR CONFIDENTIAL TREATMENT], e.c. January
                                    2002 ("INHOUSE WARRANTY LABOUR RATE").

                             -      Direct material costs are determined by the
                                    prices at which the Buyer acquired such
                                    material, excluding any parts and materials
                                    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
                             [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                             WITH THE SECURITIES AND EXCHANGE COMMISSION
                             PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                             of the current catalogue price for a replacement of
                             the defective Warranted Part, unless the scheduled
                             operation of the Aircraft dictates to commence the
                             repair,

                             or

                             where the repair cost (including labor and
                             material) is in excess of US Dollars [CONFIDENTIAL
                             MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                             SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                             REQUEST FOR CONFIDENTIAL TREATMENT] 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 [CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                             COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                             TREATMENT] after the date of completion of repair
                             or [CONFIDENTIAL MATERIAL OMITTED AND FILED
                             SEPARATELY WITH THE SECURITIES AND EXCHANGE
                             COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                             TREATMENT] after submission of a claim for

<PAGE>

                           Inhouse Warranty credit relating thereto, whichever
                           is longer. Such parts shall be returned to the Seller
                           within [CONFIDENTIAL MATERIAL OMITTED AND FILED
                           SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT] of receipt of the Seller's request to that
                           effect. [CONFIDENTIAL MATERIAL OMITTED AND FILED
                           SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT]

                           Notwithstanding the foregoing, the Buyer may scrap
                           any such defective parts [CONFIDENTIAL MATERIAL
                           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                           EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                           CONFIDENTIAL TREATMENT] which are beyond economic
                           repair and not required for technical evaluation
                           locally without the agreement of the Seller's local
                           representative unless the Seller has requested the
                           return of such part within [CONFIDENTIAL MATERIAL
                           OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                           EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                           CONFIDENTIAL TREATMENT] after submission of the
                           Warranty Claim, and the Buyer may scrap any such
                           defective part [CONFIDENTIAL MATERIAL OMITTED AND
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT] 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 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                 REQUEST FOR CONFIDENTIAL TREATMENT]

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, 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 of which the Buyer acting reasonably should
                             have been aware; this requirement will not be
                             applicable if the condition becomes known during a
                             flight and the operation continued for reasons of
                             airworthiness or flight safety;


<PAGE>

               (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 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 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
               WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
               FOR CONFIDENTIAL TREATMENT] flight cycles, or within
               [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT] 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.

12.2.3         SELLER'S PARTICIPATION IN THE COSTS

               Any part or Item which the Seller is required to furnish to the
               Buyer under this Service Life Policy in connection with the
               correction or replacement of an Item shall be furnished to the
               Buyer with the Seller's financial participation determined in
               accordance with the following formula:

               P = C (N - T)/N

               where :

               P :       financial participation of the Seller,

               C :       Seller's then current sales prices for the required
                         Item or Seller designed parts,

               (i)       T :  total number of flight cycles which have been
                              accumulated by the Aircraft in which the Item
                              subject to a Failure has been originally
                              installed, and,

                              N :[CONFIDENTIAL MATERIAL OMITTED AND FILED
                              SEPARATELY WITH THE SECURITIES AND EXCHANGE
                              COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                              TREATMENT], or,

               (ii)      T :  total time in months since Delivery of the
                              Aircraft in which the Item subject to a Failure
                              has been originally installed, and,

                              N :[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT],

               which ever of the foregoing sub-clauses (i), or (ii) yields the
               lowest ratio of :

                                   (N - T)/N

12.2.4         GENERAL CONDITIONS AND LIMITATIONS


<PAGE>

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 as required by the Aviation
                             Authorities 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;

                 (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.

                 (v)         in the case of any breakage or defect, the Buyer
                             must have reported the same in writing to the
                             Seller within [CONFIDENTIAL MATERIAL OMITTED AND
                             FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                             COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                             TREATMENT] 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 the pro rata formula
                 set out in Clause 12.2.3. 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, and
                 preferably in line with the Buyer's maintenance schedule.

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


<PAGE>
                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.

                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.

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, 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.


<PAGE>

                 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.

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
                 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 RIGHTS, CLAIMS AND REMEDIES OF
                 THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY
                 LAW OR OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT
                 IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART
                 DELIVERED UNDER THIS AGREEMENT INCLUDING BUT NOT LIMITED TO:

                 (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
                 (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
                     COURSE OF DEALING OR USAGE OF TRADE;
                 (C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER
                     CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM
                     THE SELLER'S NEGLIGENCE, ACTUAL OR IMPUTED; AND
                 (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR
                     LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT,
                     ACCESSORY OR PART THEREOF.


<PAGE>

                  SELLER 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 OR PART DELIVERED UNDER THIS AGREEMENT.

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
                  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 of aircraft used in public
                         transportation.

                  (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.

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 and undertakes to keep the Buyer fully
                  indemnified from and against any damages, costs or expenses
                  including legal costs (including any costs incurred by the
                  Buyer in obtaining the release of the Aircraft pursuant to
                  Clause 13.2.1 (iii) but 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 Aircraft (or any
                  part or software installed therein at Delivery) of:

                  (i)      any British, French, Dutch, 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)      at the time of such infringement or claim,
                                    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)      at the time of such infringement or claim,
                                    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,

<PAGE>
                         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 installed on the Aircraft at the date of
                         Delivery.

13.1.3            Furthermore, 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 or otherwise), 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 promptly
                         with a non-infringing substitute complying in all other
                         respects with the requirements of this Agreement,
                         including interchangeability with the original part.

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)    promptly notify the Seller giving particulars thereof;

                  (ii)   in so far as is permitted by law and by the regulatory
                         authorities 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 defence 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 reasonable
                         assistance to the Seller as may be reasonably requested
                         by the Seller and as may be pertinent to the defence or
                         denial of the suit or claim ;

                  (v)    reasonably 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 as
                         far as may be reasonably expected from the Buyer.

13.2.2            The Seller shall be entitled either in its own name or on
                  behalf of the Buyer at the Seller's sole cost and expense to
                  conduct negotiations with the party or parties alleging
                  infringement and may assume and conduct the defence or
                  settlement of any suit or claim in the manner which, in the
                  Seller's opinion, it deems proper. The Buyer may engage its
                  own legal advisers at its own cost to monitor such proceedings
                  on the Buyer's behalf, provided however that such advisers
                  shall not intervene or interfere in any way with the Seller's
                  conduct of the defence or settlement.

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.

14                TECHNICAL DATA AND DOCUMENTATION


14.1              GENERAL


<PAGE>

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

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

14.2              SCOPE

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


14.3              AIRCRAFT IDENTIFICATION FOR TECHNICAL DATA AND DOCUMENTATION

14.3.1            For the customized Technical Data and Documentation 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.

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

14.3.3            The Buyer shall indicate to the Seller the Fleet Serial Number
                  allocated to the Aircraft Manufacturer's Serial Number at the
                  latest one year prior to the delivery of the first Aircraft.
                  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 and Documentation are :

                  - Aircraft Maintenance Manual (and associated products),
                  - Illustrated Parts Catalog,
                  - Trouble Shooting Manual,
                  - Aircraft Wiring Manual,
                  - Aircraft Schematics Manual,
                  - Aircraft Wiring Lists.

14.4              SUPPLIER EQUIPMENT

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

14.4.2            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 and
                  Documentation. The Buyer Furnished Equipment data supplied by
                  the Buyer to the Seller shall be in English language.

14.4.3            The Seller shall introduce Buyer Furnished Equipment data, for
                  equipment which is installed on the Aircraft by the Seller,
                  into the customized Technical Data and Documentation at no
                  additional charge to the Buyer for the Technical Data and
                  Documentation basic issue. The transportation costs related to
                  Buyer Furnished Equipment data shipment to the Seller shall be
                  the Buyer's responsibility.

14.4.4            In the event that the Buyer has not supplied the data in due
                  time as per Clause 14.3.2 to allow the Seller to incorporate
                  it in the basic issue of the Technical Data and Documentation,
                  such data shall be incorporated as practicable during a
                  revision of the Technical Data and Documentation.

14.5              DELIVERY

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


<PAGE>

14.5.2            Packing and shipment of the Technical Data and Documentation
                  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 n(Degree) 560 of the
                  International Chamber of Commerce, published in January 2000.

14.5.3            The above is not applicable to Technical Data and
                  Documentation delivered on-line.

14.5.4            The delivery schedule of the Technical Data and Documentation
                  shall be phased as mutually agreed to correspond with Aircraft
                  deliveries. The Buyer agrees to provide [CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  notice when requesting a change to the delivery schedule.

14.5.5            It shall be the responsibility of the Buyer to coordinate and
                  satisfy local Aviation Authorities' needs for Seller's
                  Technical Data and Documentation. Reasonable quantities of
                  such Technical Data and Documentation 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.

14.6              REVISION SERVICE

                  Unless otherwise specifically stated, revision service shall
                  be provided on a free of charge basis for a period of
                  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT] after delivery of the last firmly
                  ordered Aircraft covered under this Agreement.

14.7              SERVICE BULLETINS (SB) INCORPORATION

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

14.8              PERFORMANCE ENGINEER'S PROGRAMS

                  In addition to the standard operational manuals, the Seller
                  shall provide to the Buyer Performance Engineer's Programs
                  (PEP) under licence conditions as defined in Appendix A to
                  this Clause.

14.9              CD-ROM - CAATS / ADRES
                                        -

                  Certain Technical Data and Documentation are provided on
                  CD-ROM under licence conditions as defined in Appendix B to
                  this Clause.

                  The affected Technical Data and Documentation are the
                  following :

                  -   Trouble Shooting Manual,
                  -   Aircraft Maintenance Manual,
                  -   Illustrated Parts Catalog.

                  This list may be extended from time to time and the related
                  licence shall reflect such extension.

14.10             AIRBUS ON-LINE SERVICES


<PAGE>

14.10.1           Certain Technical Data and Documentation are provided on-line
                  under licence conditions as defined in Appendix C to this
                  Clause, at no cost as long as revision service is provided in
                  accordance with Clause 14.6.

14.10.2           Access to the Technical Data and Documentation available
                  on-line as defined in Exhibit "G" shall be granted free of
                  charge for a maximum of [CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the
                  Buyer's users (including one Buyer Administrator) for the
                  Technical Data and Documentation related to the Aircraft which
                  shall be operated by the Buyer.

14.10.3           For any Technical Data and Documentation which is available
                  on-line, the Seller reserves the right, subject to prior
                  notification to the Buyer, to suppress other formats for the
                  concerned Technical Data and Documentation.

14.11             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
                  for both parties. The Buyer accepts to consider any new
                  development proposed by the Seller for possible
                  implementation, but may reasonably select to continue to be
                  supported in the present version.

14.12             TECHNICAL DATA AND DOCUMENTATION FAMILIARIZATION

                  Upon request by the Buyer, the Seller is ready to provide a
                  one (1) week Technical Data and Documentation 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 Seller's personnel
                  conducting such familiarization.

14.13             CUSTOMER ORIGINATED CHANGES (COC)

14.13.1           At Buyer's request, Buyer originated data may be introduced as
                  COC into the following customized Technical Data and
                  Documentation :

                  -      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.

14.13.2           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 and Documentation unless the Buyer
                  specifies in writing the documents of its choice into which
                  the COC data shall be incorporated. The customized Technical
                  Data and Documentation into which the COC data are
                  incorporated shall only show the Aircraft configuration
                  reflecting the COC data and not the configuration before such
                  COC data's incorporation.

14.13.3           The Buyer hereby acknowledges and accepts that the
                  incorporation of any COC into the Technical Data and
                  Documentation issued by the Seller shall be entirely at the
                  Buyer's risk.

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

14.13.3.1         The Seller shall not be required to check any COC data
                  submitted for incorporation. Accordingly, the Seller shall be
                  under no liability whatsoever in respect of either the
                  contents

<PAGE>

                  of any COC, including any omissions or inaccuracies therein,
                  or the effect, which the incorporation of such COC may have on
                  the Technical Data and Documentation issued by the Seller.

14.13.3.2         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 and
                  Documentation issued by the Seller, and except if the COC data
                  is incorporated incorrectly by the Seller through no fault of
                  the Buyer, 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.

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

14.14             WARRANTIES

14.14.1           The Seller warrants that the Technical Data and Documentation
                  are prepared in accordance with the state of art at the date
                  of their conception. Should any Technical Data and
                  Documentation 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 and Documentation.
                  Notwithstanding the above, no warranties of any kind are given
                  for the Customer Originated Changes, as set forth in Clause
                  14.13.

14.14.2           THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER 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 RIGHTS, CLAIMS
                  AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR
                  IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
                  NON-CONFORMITY OR DEFECT IN ANY TECHNICAL DATA AND
                  DOCUMENTATION DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT
                  NOT LIMITED TO :

                  (A)      ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
                  (B)      ANY IMPLIED WARRANTY ARISING FROM COURSE OF
                           PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
                  (C)      ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY,
                           WHETHER CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT
                           ARISING FROM THE SELLER'S NEGLIGENCE, ACTUAL OR
                           IMPUTED; AND
                  (D)      ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR
                           LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT,
                           ACCESSORY OR PART THEREOF.

                  SELLER 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 AND
                  DOCUMENTATION DELIVERED UNDER THIS AGREEMENT.

14.15             PROPRIETARY RIGHTS

14.15.1           All proprietary rights, including but not limited to patent,
                  design and copyrights, relating to Technical Data and
                  Documentation shall remain with the Seller.

                  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.

14.15.2           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 and Documentation

<PAGE>

                  shall not be construed as any further right for the Buyer to
                  design or manufacture any Aircraft or part thereof or spare
                  part.

14.16             CONFIDENTIALITY

14.16.1           The Technical Data and Documentation and their content are
                  designated as confidential. All such Technical Data and
                  Documentation 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, such consent not to be unreasonably withheld, save as
                  permitted therein or otherwise pursuant to any government or
                  legal requirement imposed upon the Buyer.


14.16.2           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 and Documentation.

                             APPENDIX A TO CLAUSE 14

                                 LICENCE FOR USE
                                     OF THE
                      PERFORMANCE ENGINEER'S PROGRAMS (PEP)

          LICENCE FOR USE OF THE PERFORMANCE ENGINEER'S PROGRAMS (PEP)

1                GRANT

1.1              The Seller grants the Buyer the right to use the PEP during the
                 term of this licence ("PEP LICENCE") on a single computer.

1.2              The above grant shall be free of charge for as long as the
                 revisions of the PEP are free of charge in accordance with
                 Clause 14. At the end of such period, the yearly subscription
                 fee (revision service) for the PEP shall be charged to the
                 Buyer at the price stated in the then current Seller's Customer
                 Services Catalog.

2                COPIES

2.1              Use of the PEP shall be limited to one (1) copy other than the
                 copies contained in the single computer and copies produced for
                 checkpoint and restart purposes or additional copies made with
                 the consent of the Seller for a specific need.

2.2              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 PEP.

3                TERM

3.1              The rights under the PEP Licence shall be granted to the Buyer
                 as long as the Buyer operates a Seller's Aircraft model to
                 which the PEP is applicable. When the Buyer stops operating
                 said Aircraft model, the Buyer shall return the PEP and any
                 copies thereof to the Seller, accompanied by a notice
                 certifying that the Buyer has returned all existing copies.

3.2              For clarification purposes it is hereby expressly stated that
                 PEP shall be offered for a limited time period, not exceeding
                 the term of this PEP Licence. In the event that the Seller
                 should offer a replacement product, the conditions for using
                 such product shall be subject to a separate agreement, which
                 shall not be less favourable for the Buyer than those
                 applicable to the PEP.

4                MERGING

                 The PEP may be used and adapted in machine readable form for
                 the purpose of merging it into other program material of the
                 Buyer but on termination of this PEP Licence, the PEP shall be
                 removed from the other program material with which it has been
                 merged.


<PAGE>

                 The Buyer agrees to reproduce the copyright and other notices
                 as they appear on or within the original media in any program
                 that the PEP is merged into.

5                PERSONAL LICENCE

                 The above described PEP Licence is personal to the Buyer,
                 non-transferable and non-exclusive.

6                INSTALLATION

                 It is the Buyer's responsibility to install the PEP and to
                 perform any mergings and checks.

7                TRAINING

                 In addition to the performance programs user guide supplied
                 with the PEP, training and other assistance may be provided
                 upon the Buyer's request at no charge within the limits defined
                 in Paragraph 1.4 of Appendix A to Clause 16.

8                PROPRIETARY RIGHTS

                 The PEP and the copyright and other proprietary rights of
                 whatever nature in the PEP are and shall remain with the
                 Seller. The PEP and its contents are designated as
                 confidential.

9                COPYRIGHT INDEMNITY

                 The Seller shall defend and indemnify the Buyer against any
                 claim that the normal use of PEP infringes the intellectual
                 property rights of any third party, provided that the Buyer:

9.1              immediately notifies the Seller of any such claim;

9.2              makes no admission or settlement of any claim;

9.3              allows the Seller to have sole control of all negotiations for
                 its settlement;

9.4              gives the Seller all reasonable assistance in connection
                 therewith.

10               CONFIDENTIALITY

                 The Buyer undertakes not to disclose the PEP 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 PEP to any third party, such disclosure is
                 permitted only for the purpose for which the PEP is supplied
                 and only to the third party who needs to know the same.

11               CONDITIONS OF USE

                 The Buyer shall ensure that the PEP is correctly used in
                 appropriate machines as described in the PEP delivery
                 documentation and that staff are properly trained to use the
                 same in accordance with the user guide.

12               WARRANTY

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

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

                 (A)      ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;


<PAGE>

                 (B)      ANY IMPLIED WARRANTY ARISING FROM COURSE OF
                          PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
                 (C)      ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY,
                          WHETHER CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT
                          ARISING FROM THE SELLER'S NEGLIGENCE, ACTUAL OR
                          IMPUTED; AND
                 (D)      ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR
                          LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT,
                          ACCESSORY OR PART THEREOF.

                 SELLER 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 PEP DELIVERED UNDER THIS
                 AGREEMENT.

                             APPENDIX B TO CLAUSE 14

                   LICENCE FOR USE OF CD-ROM -- CAATS / ADRES

                  LICENCE FOR USE OF CD-ROM -- CAATS / ADRES **

1                GRANT

1.1              The Seller grants the Buyer the right to use the Aircraft
                 Documentation Retrieval System (ADRES) and/or the Computer
                 Assisted Aircraft Trouble Shooting (CAATS) on CD-ROM for the
                 term of this licence ("CAATS/ADRES LICENCE").

1.2              The above grant shall be free of charge for as long as the
                 revisions of CAATS and ADRES are free of charge in accordance
                 with Clause 14. At the end of such period(s) yearly
                 subscription fees (revision service) shall be charged to the
                 Buyer at the price stated in the then current Seller's Customer
                 Services Catalog.

2                COPIES

                 Use of ADRES and/or CAATS shall be limited to the number of
                 copies defined between the parties.

3                TERM

3.1              The rights under the CAATS/ADRES Licence shall be granted from
                 the date of first delivery of ADRES and/or CAATS as long as the
                 Buyer operates the Aircraft or until a replacement product
                 shall be provided by the Seller, whichever occurs first. Within
                 thirty (30) days of termination of the CAATS/ADRES Licence, the
                 Buyer shall return ADRES and/or CAATS and all copies thereof to
                 the Seller.

3.2              For clarification purposes it is hereby expressly stated that
                 ADRES and/or CAATS shall be offered for a limited time period,
                 not exceeding the term of this CAATS/ADRES Licence. In the
                 event that the Seller should offer a replacement product, the
                 conditions for using such product shall be subject to a
                 separate agreement, [CONFIDENTIAL MATERIAL OMITTED AND FILED
                 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                 TO A REQUEST FOR CONFIDENTIAL TREATMENT]

4                REVISION SERVICE

                 The Seller shall provide revision service for ADRES and/or
                 CAATS during the term. The revision service shall be based on
                 the revision service which the Seller provides for the
                 applicable documentation in paper or film format. Temporary
                 revisions shall be provided in digital format under the form of
                 3.5-inch floppy disk. The retrieval software for such temporary
                 revisions shall be embodied on the CAATS and ADRES CD-ROM.

5                PERSONAL LICENCE

                 The CAATS/ADRES Licence is personal to the Buyer,
                 non-transferable and non-exclusive. The Buyer shall not permit
                 any third party to use ADRES and/or CAATS without prior written
                 consent from the Seller.


<PAGE>

6                INSTALLATION

                 The Seller shall provide the hardware recommendation on which
                 CAATS and ADRES have been tested by the Seller. The Buyer shall
                 be responsible for procuring such hardware or equivalent for
                 installing ADRES and/or CAATS.

7                SUPPORT

                 In addition to the user guide supplied with ADRES and/or CAATS,
                 familiarization and other assistance may be provided upon the
                 Buyer's request at conditions to be mutually agreed.

8                PROPRIETARY RIGHTS

                 ADRES and/or CAATS are proprietary to the Seller and the
                 copyright and all other proprietary rights in ADRES and/or
                 CAATS are and shall remain the property of the Seller.

9                COPYRIGHT INDEMNITY

                 The Seller shall defend and indemnify the Buyer against any
                 claim that the normal use of ADRES and/or CAATS infringes the
                 intellectual property rights of any third party, provided that
                 the Buyer:

9.1              immediately notifies the Seller of any such claim;

9.2              makes no admission or settlement of any claim;

9.3              allows the Seller to have sole control of all negotiations for
                 its settlement;

9.4              gives the Seller all reasonable assistance in connection
                 therewith. The Seller shall reimburse the Buyer reasonable
                 expenses incurred, if any, in connection with such assistance.

10               CONFIDENTIALITY

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

11               WARRANTY

11.1             The Seller warrants that the ADRES and CAATS are prepared in
                 accordance with the state of art at the date of conception.
                 Should the ADRES and/or CAATS be found to contain any
                 non-conformity or defect, the Buyer shall notify the Seller
                 promptly thereof and the sole and exclusive liability of the
                 Seller under this CAATS/ADRES Licence shall be to correct the
                 same in the next revision if practicable, at the Seller's
                 expense.

11.2             WAIVER, RELEASE AND RENUNCIATION

                 THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND
                 REMEDIES OF THE BUYER SET FORTH IN THIS CAATS/ADRES 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 RIGHTS, CLAIMS AND REMEDIES OF
                 THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY
                 LAW OR OTHERWISE, WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT
                 IN ADRES AND/OR CAATS DELIVERED UNDER THIS AGREEMENT, INCLUDING
                 BUT NOT LIMITED TO:

                 (A)    ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
                 (B)    ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
                        COURSE OF DEALING OR USAGE OF TRADE;


<PAGE>

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

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

                 SELLER 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 ADRES AND/OR CAATS DELIVERED
                 UNDER THIS AGREEMENT.


                             APPENDIX C TO CLAUSE 14

                   LICENCE FOR USE OF AIRBUS ON-LINE SERVICES
                                     (AOLS)

                      AOLS GENERAL CONDITIONS OF LICENSING

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

1.       DEFINITIONS

       In these Conditions:

<TABLE>
<CAPTION>
<S>                                         <C>
       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 person retained by the Seller, who issues
       Provider"                             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 AOLS.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>
       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.

       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.
</TABLE>


2.     SCOPE

2.1    The Seller owns an original Database built 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 ("AOLS"). The different AOLS
       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 AOLS
       Database for its own professional needs.

2.3    The User Entity represents to be competent to use and evaluate the AOLS
       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

<PAGE>

       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.

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 AOLS 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 AOLS 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 all reasonable steps 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 AOLS where such suspension is
       necessary for fixing security problems, performing maintenance services,
       updating and/or upgrading the Database. the Seller will inform the User
       Entity in due time before any scheduled suspension, except in case of
       security problems. In the case of such suspensions, the Seller shall use
       reasonable endeavours to limit the service down-time.

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 will 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.


<PAGE>

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.

9.     CERTIFICATION

       The Seller will specify a Certification-Service-Provider, who will
       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 pursuant to French intellectual property laws. The User Entity
       shall not infringe directly or indirectly the Seller's 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.    PRICE AND PAYMENT


<PAGE>
         Licensing fees and payment terms are as specified by the Seller. In any
         event, the licensing fees will [CONFIDENTIAL MATERIAL OMITTED AND FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT]

13.      WARRANTY

13.1     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 this Database License shall be to correct the same
         at its own expense.

13.2     The above warranty is subject to the following conditions:

13.2.1   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.

13.2.2   The User Entity shall inform the Seller of any error or lack of Data it
         may become aware of during the performance of these Conditions. Data
         transmission occurs at the User Entity's own risks.

13.2.3   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 AOLS website.

13.2.4   The User Entity is aware of the limitations of the AOLS 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.

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

13.3     WAIVER, RELEASE AND RENUNCIATION

         THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER 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 RIGHTS, CLAIMS AND REMEDIES OF THE USER ENTITY AGAINST THE
         SELLER, 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 IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
         (B)      ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
                  COURSE OF DEALING OR USAGE OF TRADE;
         (C)      ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER
                  CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE
                  SELLER'S NEGLIGENCE, ACTUAL OR IMPUTED; AND
         (D)      ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR
                  DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR
                  PART THEREOF.

         THE SELLER 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.

14.      NON DISCLOSURE


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         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.

15.      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.

16.      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 n(degree)78-17 of January 6, 1978, that the Seller will
         request personal data from the User Entity for accessing the Database.
         Failure to provide such data shall prevent access to the Database.
         Personal data will be used by the Seller, its members, affiliated
         companies 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.

17.      EXCUSABLE DELAYS

17.1     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.

17.2     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.

17.3     Should an event of force majeure last for a period extending
         beyond[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT], 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. Fees
         already paid for the current year shall be reimbursed by the Seller to
         the Buyer.

18.      TERMINATION

18.1     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.

18.2     In the event of termination for any cause, the User Entity shall no
         longer have any right to use the Database. In addition, in case the
         Buyer is the breaching party, the Seller shall be entitled to retain
         any amount paid for the ongoing year.


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19.      GENERAL PROVISIONS

19.1     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 the Seller member or
         affiliate company.

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

19.3     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.

19.4     NOTICES

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


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            The Seller shall provide free of charge the services of Seller
                  customer services representatives ("SELLER'S REPRESENTATIVES")
                  acting in an advisory capacity as defined in Appendix A of
                  this Clause 15.

15.2.2            In the event of a need for non-routine technical assistance,
                  the Buyer shall have non-exclusive access to the Seller's
                  Representatives closest to the Buyer's main base after the end
                  of the assignment of the Seller's Representatives referred to
                  in Appendix A of this Clause 15. A list of the contacts for
                  the Seller's Representatives closest to the Buyer's main base
                  shall be provided to the Buyer.

15.2.3            The Seller shall cause similar services to be provided by
                  competent representatives of the Propulsion System
                  Manufacturer and by Supplier representatives when necessary
                  and applicable.

15.2.4            The Seller shall provide to the Buyer an annual written
                  accounting of the consumed man-months and any remaining
                  man-month balance. Such accounting shall be deemed as final
                  and acceptable to the Buyer unless the Seller receives written
                  objection from the Buyer within thirty (30) days of receipt of
                  such accounting.

15.2.5            If requested by the Buyer, Seller Representative services
                  exceeding the allocation specified in Appendix A of this
                  Clause 15 may be provided by the Seller subject to terms and
                  conditions to be mutually agreed.

15.3              BUYER'S SERVICE

15.3.1            From the date of arrival of the first of the Seller's
                  Representatives and for the duration of the assignment, the
                  Buyer shall provide free of charge a suitable lockable office,
                  conveniently

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                  located with respect to the Buyer's maintenance facilities,
                  with complete office furniture including telephone and
                  facsimile connections for the sole use of the Seller's
                  Representatives, and with access to relevant office equipment.

15.3.2            Should the Buyer request any of the Seller's Representatives
                  referred to in Clause 15.2 above, to travel on business to a
                  city other than his usual place of assignment, the Buyer shall
                  be responsible for reasonable related transportation costs and
                  expenses.

15.3.3            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.

15.3.4            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,

15.4              WITHDRAWAL OF THE SELLER'S REPRESENTATIVES

                  The Seller shall have the right to withdraw at its cost 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.

                  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 [CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  man-months of Seller Representative services at the Buyer's
                  main base or at other locations to be mutually agreed.

       2          In addition, and to assist the Buyer with the entry into
                  service of the Aircraft, the Seller shall provide an
                  additional [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT] of Seller Representatives
                  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 [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] men.

       4          Absence of an assigned Seller's Representative during normal
                  statutory vacation periods not to exceed [CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT] per year 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.


<PAGE>
16                TRAINING AND TRAINING AIDS

16.1              GENERAL

                  This Clause 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 quantities 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 The contractual training
                  courses shall be provided up to one (1) year after delivery of
                  the last Aircraft ordered under this Agreement.

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, no compensation or credit of any sort shall be
                  provided.

16.3              TRAINING ORGANIZATION / LOCATION

16.3.1            The Seller shall provide the training at its training center
                  in BLAGNAC, FRANCE, or one of its affiliated training centers,
                  acceptable to the Buyer.

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 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 reasonable charges
                  listed in sub-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 will 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 Seller's applicable
                             Training Course Catalog valid at the time of the
                             execution of the course. The Seller shall be
                             responsible for all training course syllabi,
                             training aids and training equipment necessary for
                             the organization of the training courses;

                  (ii)       The training curricula and the training equipment
                             may not be fully customized. However, academic
                             curricula may be modified to include the most
                             significant of the Buyer's Aircraft Specification
                             (to the exclusion of Buyer Furnished Equipment) as
                             known at the latest six (6) months prior to the
                             date of the first training course planned for the
                             Buyer. The equipment used for training of flight
                             and maintenance personnel shall not be fully
                             customized; however, this equipment shall be
                             configured in order to obtain the relevant Aviation
                             Authority's approval and to support the Seller's
                             teaching programs. Training data and documentation
                             shall not be revised ;

                  (iii)      Training data and documentation for trainees
                             receiving the contractual training at the Seller's
                             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 request of the Buyer, the Seller will
                             collect and pack for consolidated shipment to the
                             Buyer's facility, all training data and
                             documentation of the

<PAGE>

                            Buyer's trainees attending training at the Seller's
                            training center in BLAGNAC, FRANCE at no charge to
                            the Buyer ;

                           The above shipment shall be delivered Free Carrier
         ("FCA") Toulouse, Blagnac Airport, as the term Free Carrier ("FCA") is
         defined by publication N(degree)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            In the event of the Buyer deciding to cancel or re-schedule a
                  training course, a minimum advance notice of [CONFIDENTIAL
                  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT] calendar days shall be required. Any later
                  cancellation or change, when courses cannot be allocated to
                  other customers, shall be deducted from the training
                  allowances defined herein or be charged to the Buyer, as
                  applicable. The number of crews or trainee days which shall be
                  deducted shall correspond to the actual number of crews or
                  trainee days which had been originally planned.

16.4.4            In fulfillment of its obligation to provide training courses,
                  when the Seller performs the training courses, 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 official
                  Aviation Authorities but may be presented to such officials 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 to deliver a certificate of completion at
                  the end of any such training course. Such certificate shall
                  not represent authority or qualification by any official
                  Aviation Authorities but may be presented to such officials in
                  order to obtain relevant formal qualification

16.5              PREREQUISITES

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

                  It is clearly understood that the Seller's training courses
                  are "Transition Training Courses" and not "Ab Initio Training
                  Courses".

                  Furthermore, 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            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 services thus provided.

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
                  organizations for this purpose. Such consultation shall be
                  held during the Training Conference.

                  In the event the Seller should determine that a trainee lacks
                  the required entry level, such trainee shall, following
                  consultation with the Buyer, be withdrawn from the program and
                  shall then be considered to be at the Buyer's disposal.

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 or the Seller's affiliated training center.

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


<PAGE>

16.6.2            SELLER'S INSTRUCTORS -- TRAINING AT EXTERNAL LOCATION

                  In the event that training is provided by the Seller's
                  instructors at any location other than the Seller's training
                  centers, the Buyer shall reimburse the Seller for the expenses
                  as agreed during the Training Conference, 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
                  secondment 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 as agreed during the Training Conference, on
                  the basis of a per diem rate corresponding to the current per
                  diem rate used by the Seller for its personnel.

16.6.2.2          AIR TRAVEL

                  The Buyer will provide the Seller tickets for the Seller's
                  instructors in confirmed business class (if available) to and
                  from the Buyer's designated training site and the Seller's
                  training center.

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 SERVICES

                  The Buyer shall be solely liable for any and all delay in the
                  performance of the training outside of the Seller's training
                  centers associated with the transportation services described
                  above.

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 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
                  (regular transition program or a cross crew qualification
                  program as applicable) for the Buyer's flight crews, each of
                  which shall consist of one captain (1) and one (1) first
                  officer, as defined in Appendix A to this Clause 16. The
                  training manual used shall be the Seller's Flight Crew
                  Operating Manual. Upon Buyer's request, the Buyer
                  documentation may be used, provided the content of such
                  documentation is not in conflict with the Seller's Flight Crew
                  Operating Manual.

                  The Buyer shall provide the Seller with an attendance list of
                  trainees and return to the Seller the Airbus Trainee
                  Questionnaire detailing the associated pilot background at the
                  latest one (1) month before the start of the training course.

16.7.1.2          Whenever base flight training is required, the Buyer shall use
                  its delivered Aircraft for said base flight training, which
                  shall not exceed one (1) session of one and a half (1.5) hours
                  per pilot. When such base flight crew training is performed at
                  a designated site of the Seller, the Seller shall provide
                  free-of-charge line maintenance, including servicing,
                  preflight checks and changing of minor components, subject to
                  conditions agreed in the present Agreement.

16.7.1.3          The Buyer shall provide mutually agreed spare parts as
                  required to support said Aircraft in-flight training and shall
                  provide insurance in line with Clause 16.12.

16.7.1.4          In all cases, the Buyer shall bear all expenses such as fuel,
                  oil and landing fees.


<PAGE>

16.7.2            FLIGHT CREW LINE INITIAL OPERATING EXPERIENCE

16.7.2.1          In order 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            CABIN ATTENDANTS' FAMILIARIZATION COURSE

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

                  The cabin attendants' course, when incorporating the features
                  of the Buyer's Aircraft, can be given at the earliest two (2)
                  weeks 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.

16.8              MAINTENANCE TRAINING

                  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.

16.8.1            ON-THE-JOB TRAINING

                  Upon the Buyer's request, the Seller may be consulted to
                  identify competent outside organizations to provide on-the-job
                  training, which shall be at the Buyer's charge.

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 Documentation, CAATS,
                  ADRES, and any other activities which 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 System 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 ORGANIZATION


<PAGE>

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 centers, free of charge as defined in
                  Appendix A to this Clause 16.

                  The Airbus CBT and training aids supplied to the Buyer shall
                  be similar to those used in the Seller's training centers for
                  the training provided for the Buyer. The Airbus CBT shall be
                  revised during the period when training courses covered by
                  this Agreement are performed for the Buyer in the Seller's
                  training center and within the limit defined in Clause 16.2.2.

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         Those items supplied to the Buyer pursuant to Clause 16.10.1
                  above 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

16.10.3.1         Upon the Buyer's request, the Seller may assist the Buyer with
                  the initial installation of the Airbus CBT at the Buyer's
                  facility following notification in writing that the various
                  components, which are in accordance with specifications
                  defined in the Airbus CBT Technical Catalog, are ready for
                  installation and available at the Buyer's facility.

16.10.3.2         The Buyer shall provide any and all the necessary hardware on
                  which the Airbus CBT shall be installed and Seller shall not
                  be responsible for any incompatibility of such hardware with
                  the Airbus CBT.

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

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

16.10.4           LICENSE

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

16.10.4.2         Supply of additional sets of courseware supports, as well as
                  any extension to the Licence of such courseware, shall be
                  subject to terms and conditions to be mutually agreed.

16.10.5           The Seller shall not be responsible and hereby disclaims any
                  and all liabilities resulting from or in connection with the
                  use by the Buyer of the Airbus CBT and training aids at the
                  Buyer's facilities.

16.11             PROPRIETARY RIGHTS

                  The Seller's training data and documentation, Airbus CBT and
                  training aids are proprietary to the Seller and 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.


<PAGE>

                            APPENDIX "A" TO CLAUSE 16

                               TRAINING ALLOWANCE

1.                FLIGHT OPERATIONS TRAINING

1.1               FLIGHT CREW TRAINING (REGULAR TRANSITION OR CROSS CREW
                  QUALIFICATION (CCQ) AS APPLICABLE)

                  The Seller shall provide flight crew training (regular
                  transition or CCQ as applicable) free of charge for
                  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT] of the Buyer's flight crews per firmly
                  ordered Aircraft.

1.2               FLIGHT CREW LINE INITIAL OPERATING EXPERIENCE

                  The Seller shall provide to the Buyer pilot instructor(s) free
                  of charge for a period of [CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pilot
                  instructor months.

1.2.1             The maximum number of pilot instructors present at any one
                  time shall be limited to two (2) pilot instructors.

1.3               CABIN ATTENDANTS' FAMILIARIZATION COURSE

                  The Seller shall provide to the Buyer cabin attendants'
                  training free of charge for [CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the
                  Buyer's cabin attendants.

1.4               PERFORMANCE / OPERATIONS COURSE(S)

1.4.1             The Seller shall provide to the Buyer [CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  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.

2                 MAINTENANCE TRAINING

2.1               MAINTENANCE TRAINING COURSES

2.1.1             The Seller shall provide to the Buyer [CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  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.
2.1.3             Notwithstanding the trainee days allowance in Clause 2.1.1
                  above, the number of Engine Run-up courses shall be limited to
                  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT] per firmly ordered Aircraft.

2.2               LINE MAINTENANCE INITIAL OPERATING EXPERIENCE TRAINING

                  The Seller shall provide to the Buyer maintenance
                  instructor(s) at the Buyer's base free of charge for periods
                  weeks [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                  THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
                  FOR CONFIDENTIAL TREATMENT] each, up to the "A" check.


<PAGE>

3                 TRAINEE DAYS ACCOUNTING

                  Trainee days are counted as follows:

                  -   for instruction at the Seller's training centers :one (1)
                      day of instruction for one (1) trainee equals one (1)
                      trainee day. The number of trainees at the beginning of
                      the course shall be counted as the number of trainees
                      considered to have taken the course.

                  -   for instruction outside of the Seller's training centers :
                      one (1) day of secondment of one (1) Seller instructor
                      equals the actual number of trainees attending the course
                      or a minimum of twelve (12) trainee days.

4                 TRAINING AIDS FOR BUYER'S TRAINING ORGANIZATION

                  The Seller shall provide to the Buyer [CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  Airbus CBT for workstation(s) as related to the Aircraft
                  type(s) as covered by this Agreement. The detailed description
                  of the Airbus CBT will be provided to the Buyer at the
                  Training Conference.

                            APPENDIX "B" TO CLAUSE 16


                        MINIMUM RECOMMENDED QUALIFICATION

                      IN RELATION TO TRAINING REQUIREMENTS

         (Regular Transition Courses)

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

-                 CAPTAIN prerequisites


                  . Fluency in English
                  . 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
                  . Must have flown transport type aircraft, as flying pilot,
                    within the last 12 months.

-                 FIRST OFFICER prerequisites


                  . Fluency in English
                  . 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 pilot or a corporate
                    pilot or military pilot
                  . Must 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 are not met, the trainee must follow:

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

                  (ii)     an ELT (Entry Level Training) program 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.

-                 Maintenance Personnel prerequisites

                  .  Fluency in English
                  .  Experience on first or second jet transport category
                     aircraft

<PAGE>

                  .  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).

                             APPENDIX C TO CLAUSE 16

                LICENCE FOR USE OF AIRBUS COMPUTER BASED TRAINING
         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 user to run
         the Airbus CBT Courseware.

1.1.5    " AIRBUS CBT FAMILIARIZATION " means the training enabling the Buyer to
         load and use the Airbus CBT.

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

1.2      For the purpose of clarification, it is hereby stated that all related
         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.

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

3.1      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. In such cases, the
         Buyer shall advise the Seller in writing stating the number and purpose
         of any copies made. Any other copy is strictly prohibited.

3.2      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.

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. When the
         Buyer stops operating said Aircraft model, 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.

5        PERSONAL ON-SITE LICENCE

5.1      The above described Licence is personal to the Buyer for use of the
         Airbus CBT for the training of the Buyer's personnel within the Buyer's
         premises only, and is non-transferable and non-exclusive.


<PAGE>

5.2      The Buyer shall not (i) distribute or sub-licence any portion of the
         Airbus CBT, (ii) modify or prepare derivative works from the Airbus CBT
         Software, (iii) publicly display visual output of the Airbus CBT
         Software, (iv) transmit the Airbus CBT Software electronically by any
         means.


5.3      The Buyer shall use the Airbus CBT exclusively in the technical
         environment defined in the User Guide.

         Notwithstanding the above, the right to use the Airbus CBT on the
         Buyer's internal network installation is granted to the Buyer subject
         to the Buyer strictly complying with the conditions of use and the
         confidentiality commitments set forth in this Airbus CBT Licence.

6        CONDITIONS OF USE

6.1      USE OF THE AIRBUS CBT SOFTWARE

         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.

6.2      USE OF THE AIRBUS CBT COURSEWARE

         The Buyer shall use the Airbus CBT Courseware for the exclusive purpose
         of performing training instructions for its personnel, or for third
         party personnel contracted to perform work on the Buyer's Aircraft on
         behalf of the Buyer. Such training will be performed at the Buyer's
         facility or at a subcontractor's facility provided it is conducted by
         the Buyer's personnel.

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 or its
         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 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
         found to contain any non-conformity or defect, the Buyer shall notify
         the Seller promptly thereof and the sole and exclusive liability of the
         Seller under this Clause 8.1 of the Airbus CBT Licence shall be to
         correct the same at its own expense.

8.2      THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND REMEDIES
         OF THE BUYER SET FORTH IN THE 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
         RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR
         IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY
         OR

<PAGE>

         DEFECT IN AIRBUS CBT DELIVERED UNDER THIS AGREEMENT INCLUDING BUT NOT
         LIMITED TO:

         (A)      ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
         (B)      ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
                  COURSE OF DEALING OR USAGE OF TRADE;
         (C)      ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER
                  CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE
                  SELLER'S NEGLIGENCE, ACTUAL OR IMPUTED; AND
         (D)      ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR
                  DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR
                  PART THEREOF.

         THE SELLER 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 AIRBUS CBT DELIVERED UNDER THIS AGREEMENT.

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 100 and 101
                  including revision service and be published in the English
                  language. The Seller shall recommend that software data, where
                  applicable, is supplied in the form of an appendix to the
                  Component Maintenance Manual, such data will be provided in
                  compliance with ATA Specification 102 up to level 3.

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 all remedial action together with
                  the Buyer if necessary.

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

<PAGE>

                  BFE Catalog of Approved Suppliers by Products valid at time of
                  selecting the concerned BFE. [CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

                  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 but in any event
                  prior to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT] 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 de l'entrepot 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
                  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, provided however that such
                  BFE is selected from the Airbus BFE Catalog of Approved
                  Suppliers. 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

<PAGE>

                  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
                  reasonably 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 reasonable
                  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 and reasonably acceptable to the Buyer, 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 [CONFIDENTIAL
                       MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
                       AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                       CONFIDENTIAL TREATMENT], or unapproved within
                       [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                       THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                       REQUEST FOR CONFIDENTIAL TREATMENT] 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.

18.4              TITLE AND RISK OF LOSS

                  Title to and risk of loss 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, including
                  for the avoidance of doubt, periods during which the Seller
                  either stores, transports inside the Manufacture Facilities,
                  installs or tests the BFE.

                  In the event of a delay resulting from the loss or replacement
                  of the BFE whilst in the care of the Seller , Clause 10 or 11
                  shall apply as the case may be.

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 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 from and against
                  all liabilities, claims, damages, costs and expenses
                  (including legal expenses and attorney fees) in respect of

<PAGE>

                  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 damages caused by the Seller to third
                  parties, caused by or in any way connected with any ground
                  check, technical acceptance flight, check or controls under
                  Clause 6 or Clause 8 of this Agreement and/or Ground Training
                  Services.

19.1.2            The Buyer shall, except in case of Gross Negligence of the
                  Seller, its directors, officers, agents or employees, be
                  solely liable for and shall indemnify and hold harmless the
                  Seller, its subsidiaries 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 damages caused by
                  the Buyer to third parties, caused by or in any way connected
                  with any ground check, technical acceptance flight, 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

19.2.1            The Buyer shall, except in the case of Gross Negligence of the
                  Seller, its directors, officers, agents and employees, be
                  solely liable for and shall indemnify and hold harmless the
                  Seller , its subsidiaries 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), caused by or in any way connected to the
                  performance of any Aircraft Training Services.

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

19.3              INDEMNITIES RELATING TO SELLER REPRESENTATIVES SERVICES

19.3.1            The Buyer shall, except in case of Gross Negligence of the
                  Seller, and/or its subsidiaries, be solely liable for and
                  shall indemnify and hold harmless the Seller , its
                  subsidiaries 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 or damage to property
                  and/or loss of use thereof howsoever arising out of or in
                  connection with the Seller Representatives Services.

19.3.2            The Seller shall, except in case of Gross Negligence of the
                  Buyer, and/or its subsidiaries, its directors, officers,
                  agents or employees, be solely liable for and shall indemnify
                  and hold harmless the Buyer, and/or its subsidiaries, its
                  directors, officers, agents and employees 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 Sellers
                  Representatives Services.

19.4              INSURANCES

19.4.1            The Buyer and the Seller shall maintain adequate insurance
                  with respect to their respective undertakings pursuant to
                  Clauses 19. and shall provide upon the request of the other
                  party certificates of insurance in English attesting to such
                  insurance coverage, in a form acceptable to the other parties
                  insurance brokers.

19.4.2            For all training periods on aircraft, the Buyer shall cause
                  the Seller, its subsidiaries, the associated contractors and
                  sub-contractors and the assignees of each of the foregoing and
                  their respective directors, officers, agents and employees and
                  their respective insurers to be named as additional insureds
                  under all liability policies of the Buyer to the extent of the
                  Buyer's undertaking set forth in Clause 19.2.1. With respect
                  to the Buyer's hull all risks

<PAGE>

                  and hull war risks insurances, the Buyer shall cause the
                  insurers of the Buyer's hull insurance policies to waive all
                  rights of subrogation against the Seller, its subsidiaries,
                  the associated contractors and sub-contractors and the
                  assignees of each of the foregoing and their respective
                  directors, officers, agents and employees 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 brokers certifying that such policies have
                  been endorsed as follows:

                  (i)    The Buyer's policies shall be primary and
                         non-contributory to any insurance maintained by the
                         Seller.

                  (ii)   Such insurance shall not become ineffective, cancelled,
                         or coverage decreased or materially changed except on
                         seven (7) days' prior written notice thereof to the
                         Seller; and

                  (iii)  Under any such cover, all rights of subrogation against
                         the Seller, its subsidiaries, each of the associated
                         contractors and subcontractors, the assignees of each
                         of the foregoing and their respective directors,
                         officers, agents and employees 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 19.4.2.

19.5              SELLER'S SUBSIDIARIES

                  For the purposes of this Clause 19, "the Seller and its
                  subsidiaries" includes the Seller, its subsidiaries, Airbus
                  S.A.S., Airbus Service Company, Hua-Ou Airbus - CASC Aviation
                  Training Center, each of the associated contractors, and
                  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.

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 [CONFIDENTIAL MATERIAL OMITTED AND FILED
                         SEPARATELY

<PAGE>

                         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                         A REQUEST FOR CONFIDENTIAL TREATMENT]; or

                  then the other party may, to the full extent permitted by law,
                  by written notice, terminate all or part of this Agreement.
                  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT]

20.2              TERMINATION FOR NON-PAYMENT OF PREDELIVERY PAYMENTS

                  If for any Aircraft the Buyer fails to make any Predelivery
                  Payments within [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the due
                  date therefor, in the manner and in the amount specified in
                  Clause 5.3 the Seller may [CONFIDENTIAL MATERIAL OMITTED AND
                  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] terminate
                  all or part of this Agreement with respect to undelivered
                  Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT]

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 [CONFIDENTIAL MATERIAL OMITTED
                  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
                  If the Buyer has not cured such default [CONFIDENTIAL MATERIAL
                  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT],
                  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.

20.4              TERMINATION FOR DEFAULT UNDER OTHER AGREEMENTS

                  If the Buyer fails to perform or comply with any material
                  obligation expressed to be assumed by it in any other
                  agreement between Buyer and Seller or any of its asset
                  management or financing affiliates and such failure is not
                  remedied within [CONFIDENTIAL MATERIAL OMITTED AND FILED
                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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 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
                  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.


<PAGE>

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, deposits, 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.

21                ASSIGNMENTS AND TRANSFERS

21.1              ASSIGNMENTS BY BUYER AND SELLER

                  Except as hereinafter provided, neither party may sell,
                  assign, novate or transfer its rights and obligations under
                  this Agreement to any person without the prior written consent
                  of the other party, which shall not unreasonably be withheld.

21.1.1            ASSIGNMENTS FOR PREDELIVERY FINANCING
                  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT]

21.1.2            ASSIGNMENTS FOR DELIVERY FINANCING
                  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT]

21.2              TRANSFER OF RIGHTS AND OBLIGATIONS UPON REORGANISATION

                  If at any time until the date upon which all the obligations
                  and liabilities of the Seller or the Buyer under this
                  Agreement have been discharged, the legal structure, the
                  membership or the business of either party is reorganised or
                  the legal form of either party is changed ("the Affected
                  Party") and as a consequence thereof the Affected Party wishes
                  the other party to accept the substitution of the Affected
                  Party by another entity within the Affected Party's
                  restructured group (or the Affected Party in its new legal
                  form) ("NEWCO") as contemplated below, such Affected Party
                  shall promptly notify the other party of its wish.

                  In such event, the Affected Party may request the other party
                  to enter into a novation agreement and/or other agreement
                  having the same effect whereby the Affected Party's rights and
                  obligations under this Agreement are novated or transferred in
                  favour of Newco. Upon receipt of such request, the other party
                  shall enter into a novation agreement and/or other appropriate
                  documentation provided that the other party's rights and
                  obligations under this Agreement are not materially adversely
                  affected by such novation/transfer.

                  Until any such novation agreement/other appropriate
                  documentation has come into effect, this Agreement shall
                  remain in full force and effect, and each party shall act
                  diligently and in good faith to implement the novation
                  agreement/appropriate existence.

21.3              NO INCREASE OF LIABILITY

                  The consent of either party to the assignment of the other
                  party's rights and/or obligations under this Agreement will be
                  subject to such party not incurring any liability beyond that
                  in this Agreement and that such assignment shall not adversely
                  affect such party's obligation under this Agreement.

22                MISCELLANEOUS PROVISIONS

22.1              DATA RETRIEVAL

                  The Buyer shall provide the Seller with mutually agreed data
                  (including format and frequency of that data) 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. This data shall be treated as confidential by
                  the Seller. [CONFIDENTIAL MATERIAL OMITTED AND FILED

<PAGE>

                  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

22.2              NOTICES

                  All notices and requests required or authorised hereunder
                  shall be given in writing either by personal delivery to an
                  authorised representative of the party to whom the same is
                  given or by registered mail (return receipt requested) or by
                  fax and the date upon which any such notice or request is so
                  personally delivered or if such notice or request is served
                  facsimile, the date of despatch with confirmed transmission
                  report stating the correct facsimile number and number of
                  pages and that such transmission is "OK" or equivalent, shall
                  be deemed to be the effective date of such notice or request
                  (provided always that in the case of a notice or request
                  served by facsimile that if the time of despatch is not within
                  normal business hours on a business day in the country of the
                  addressee the effective date of such notice or request shall
                  be deemed to be the next such business day.

                  Seller's address for notices is:

                  AIRBUS GIE
                  Attn. To V. P. Contracts
                  1 Rond-Point Maurice Bellonte
                  31707 Blagnac Cedex
                  France
                  Fax (33) 561 93 49 81

                  Buyer's address for notices is:

                  Corporate Fleet Development
                  KLM Royal Dutch Airlines
                  Amsterdamseweg 55,
                  1182 GP Amstelveen
                  the Netherlands
                  Fax (31) 20 6488322

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

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

22.4.2            Any dispute arising out of or in connection with this
                  Agreement shall be within the exclusive jurisdiction of the
                  Courts of England.

22.5              CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

                  The parties do not intend that any term of this Agreement
                  shall be enforceable solely by virtue of the Contracts (Rights
                  of Third Parties) Act 1999 by any person who is not a party to
                  this Agreement. Subject only to the terms of Clause 21
                  (Assignments and transfers) of this Agreement, the parties may
                  rescind, vary, waive, release, assign, novate or otherwise
                  dispose of all or any of their respective rights or
                  obligations under this Agreement without the consent of any
                  person who is not a party to this Agreement.


<PAGE>

22.6              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.

22.7              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.

22.8              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.

22.9              LANGUAGE

                  All correspondence, documents and any other written matters in
                  connection with this Agreement shall be in English.

                  This Agreement has been executed in two (2) original copies
                  which are in English, and may be executed in counterparts.

22.10             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.

For and on behalf of                           For and on behalf of

KLM ROYAL DUTCH AIRLINES                       AIRBUS GIE


Name:    _______________________               Name:    _______________________



Title:   _______________________               Title:   _______________________



                                    EXHIBIT A

                                  SPECIFICATION


<PAGE>

     The A330-200 Standard Specification is contained in a separate folder.

                                    EXHIBIT B

                                     FORM OF

                           SPECIFICATION CHANGE NOTICE


Exhibit C1
Airframe price formula

1.1              Basic Price

                 The Airframe Basic Price quoted in Clause 3.1 is subject to
                 adjustment for changes in economic conditions as measured by
                 data obtained from the US Department of Labor, Bureau of Labor
                 Statistics, and in accordance with the provisions hereof.

1.2              Base Period

                 The Airframe Basic Price has been established in accordance
                 with the average economic conditions prevailing in December
                 1999, January 2000, February 2000 and corresponding to a
                 theoretical delivery in January 2001 as defined by "ECIb" and
                 "ICb" index values indicated hereafter.

                  "ECIb" and "ICb" index values indicated hereof shall not be
                  subject to any revision.

1.3              Indexes

                 Labor Index : "Employment Cost Index for Workers in Aerospace
                 manufacturing" (Aircraft manufacturing, standard industrial
                 classification code SIC 3721, wages and salaries, base month
                 and year June 1989 = 100), as released by the US Department of
                 Labor, Bureau of Labor Statistics, on a quarterly basis,
                 hereinafter referred to as "ECI SIC 3721W".
                 The quarterly value released for a certain month (March, June,
                 September and December) shall be the one deemed to apply for
                 the two preceding months.

                 Material Index : "Industrial commodities" (hereinafter referred
                 to as "IC") as published in "Producer Price Indexes" (Table 6.
                 Producer price indexes and percent changes for commodity
                 groupings and individual items). (Base Year 1982 = 100).

1.4              Revision Formula

                 Pn          =      (Pb + F)(0.75 ECIn/ECIb + 0.25 ICn/ICb)

                 Where       :

                 Pn          :      Airframe Basic Price as revised as of the
                                    Delivery Date of the Aircraft
                 Pb          :      Airframe Basic Price at economic conditions
                                    December 1999, January 2000, February 2000
                                    averaged (January 2001 delivery conditions)
                 F           :      (0.005 x N x Pb)
                                    where N = the calendar year of delivery of
                                    the Aircraft minus 2001
                 ECIn        :      the arithmetic average of the latest
                                    published values of the ECI SIC 3721W-Index
                                    available at the Delivery Date of the
                                    Aircraft for the 11th, 12th and 13th month
                                    prior to the month of Aircraft Delivery
                 ECIb        :      ECI SIC 3721W-Index for December 1999,
                                    January 2000, February 2000 averaged
                                    (= 145.4)
                 ICn         :      the arithmetic average of the latest
                                    published values of the IC-Index available
                                    at the Delivery Date of the Aircraft for the
                                    11th, 12th and 13th month prior to the month
                                    of Aircraft Delivery
                 ICb         :      IC-Index for December 1999, January 2000,
                                    February 2000 averaged (= 130.3)

1.5              General Provisions


<PAGE>

1.5.1            Roundings

                 The Labor Index average and the Material Index average shall be
                 computed to the first decimal. If the next succeeding place is
                 five (5) or more, the preceding decimal place shall be raised
                 to the next higher figure.

                 Each quotient shall be rounded to the nearest ten-thousandth (4
                 decimals). If the next succeeding place is five (5) or more,
                 the preceding decimal place shall be raised to the next higher
                 figure.

                 The final factor shall be rounded to the nearest ten-thousandth
                 (4 decimals).

                 The final price shall be rounded to the nearest whole number
                 (0.5 or more rounded to 1).

1.5.2             Substitution of Indexes for Airframe Price Revision Formula

                  If;

                  (i)    the United States Department of Labor substantially
                         revises the methodology of calculation of the Labor
                         Index or the Material Index as used in the Airframe
                         Price Revision Formula, or

                  (ii)   the United States Department of Labor discontinues,
                         either temporarily or permanently, such Labor Index or
                         such Material Index, or

                  (iii)  the data samples used to calculate such Labor Index or
                         such Material Index are substantially changed;

                  the Seller shall select a substitute index for inclusion in
                  the Airframe Price Revision Formula (the "Substitute Index").

                  The Substitute Index shall reflect as closely as possible the
                  actual variance of the Labor Costs or of the material costs
                  used in the calculation of the original Labor Index or
                  Material Index as the case may be.

                  As a result of the selection of the Substitute Index, the
                  Seller shall make an appropriate adjustment to the Airframe
                  Price Revision Formula to combine the successive utilisation
                  of the original Labor Index or Material Index (as the case may
                  be) and of the Substitute Index.

1.5.3            Final Index Values

                 The Index values as defined in Clause 1.4 above shall be
                 considered final and no further adjustment to the basic prices
                 as revised at delivery of the Aircraft shall be made after
                 Aircraft delivery for any subsequent changes in the published
                 Index values.

Exhibit C part 2
PW formula

1                REFERENCE PRICE OF THE PROPULSION SYSTEMS


                 The Reference Price of a set of two (2) PRATT AND WHITNEY PW
                 4168A Propulsion Systems is:

                 US Dollars [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                 REQUEST FOR CONFIDENTIAL TREATMENT]

                 This Reference Price is subject to adjustment for changes in
                 economic conditions as measured by data obtained from the US
                 Department of Labor, Bureau of Labor Statistics, and in
                 accordance with the provisions hereof.

2                REFERENCE PERIOD


<PAGE>

                 The above Reference Price has been established in accordance
                 with the economic conditions prevailing in December 2000 as
                 defined, according to PRATT AND WHITNEY by the HEb, ICb index
                 values indicated in Clause 4 of this Exhibit C.

3                INDEXES

                 Labor Index : "Aircraft engines and engine parts" Standard
                 Industrial Classification 3724 - Average hourly earnings
                 (hereinafter referred to as "HE" SIC 3724) as published in
                 "Employment and Earnings" (Establishment Data-Hours and
                 Earnings not seasonally adjusted Table B-15. Average hours and
                 earnings of production or nonsupervisory workers on private
                 nonfarm payrolls by detailed industry).

                 Material Index : "Industrial Commodities" (hereinafter referred
                 to as "IC") as published in "PPI Dretailed report" (found in
                 Table 6. "Producer price indexes and percent changes for
                 commodity groupings and individual items not seasonnally
                 adjusted" or such other names that may be from time to time
                 used for the publication title and/or table). (Base Year 1982 =
                 100).

4                REVISION FORMULA

                 Pn  =  (Pb+F) x [(0.75 x (HEn/HEb)) + (0.25 x (ICn/ICb))]

                 Where       :

                 Pn          :      revised Reference Price at Aircraft Delivery
                 Pb          :      Reference Price at economic conditions
                                    December 2000
                 F           :      (0.005 x N x Pb)
                                    where N = the calendar year of Delivery of
                                    the Aircraft minus 2001
                 HEn         :      AHEsic3724-Index for the sixth (6th) month
                                    prior to the month of Aircraft Delivery
                 HEb         :      AHEsic3724-Index for December 2000 (=20.33)
                 ICn         :      IC-Index for the sixth (6th) month prior to
                                    the month of Aircraft Delivery
                 ICb         :      IC-Index for December 2000 (=138.5)

5.               GENERAL PROVISIONS

5.1              Roundings

                 (i)      Each quotient, (HEn/Heb) and (ICn/Icb), shall be
                          calculated to the nearest ten-thousandth (4 decimals).

                 (ii)     The final factor shall be rounded to the nearest
                          ten-thousandth (4 decimals).

                 If the next succeeding place is five (5) or more the preceding
                 decimal place shall be raised to the nearest higher figure.

                 After final computation Pn shall be rounded to the nearest
                 whole number (0.5 rounds to 1).

5.2              Final Index Values

                 The revised Reference Price at the date of Aircraft Delivery
                 shall be the final price and shall not be subject to any
                 further adjustments in the indexes.

                 If no final index values are available for any of the
                 applicable months, the then published preliminary figures shall
                 be the basis on which the Revised Reference Price shall be
                 computed.

5.3              Interruption of Index Publication

                 If the US Department of Labor substantially revises the
                 methodology of calculation or discontinues any of the indexes
                 referred to hereabove, the Seller shall reflect the substitute
                 for the revised or discontinued index selected by the PRATT AND
                 WHITNEY, such substitute index to lead in application to the
                 same adjustment result, insofar as possible, as

<PAGE>

                 would have been achieved by continuing the use of the original
                 index as it may have fluctuated had it not been revised or
                 discontinued.

                 Appropriate revision of the formula shall be made to accomplish
                 this result.

5.4              Annulment of Formula

                 Should the above escalation provisions become null and void by
                 action of the US Government, the price shall be adjusted due to
                 increases in the costs of labor and material which have
                 occurred from the period represented by the applicable
                 Reference Price Indexes to the sixth (6th) month prior to the
                 scheduled Aircraft Delivery.

5.5              Limitation

                 Should the revised Reference Price be lower than the Reference
                 Price, the final price shall be computed with the Reference
                 Price.

Exhibit C part 2
PART 2                      ROLLS ROYCE REVISION FORMULA

1                REFERENCE PRICE OF THE PROPULSION SYSTEMS


                 The Reference Price of a set of two (2) ROLLS ROYCE RB 211
                 TRENT 772B Propulsion Systems is :

                 US Dollars [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                 REQUEST FOR CONFIDENTIAL TREATMENT]

                 This Reference Price is subject to adjustment for changes in
                 economic conditions as measured by data obtained from the US
                 Department of Labor, Bureau of Labor Statistics, and in
                 accordance with the provisions hereof.

2                REFERENCE PERIOD

                 The above Reference Price has been established in accordance
                 with the average economic conditions prevailing in December
                 1999, January 2000 , February 2000 , as defined, according to
                 ROLLS ROYCE, by the ECIb, MMPb, EPb index values indicated in
                 Paragraph 4 of this Exhibit C.

3                INDEXES

                 Labor Index : "Employment Cost Index for Workers in Aerospace
                 manufacturing" hereinafter referred to as "ECI SIC 3721W",
                 quarterly published by the US Department of Labor, Bureau of
                 Labor Statistics, in "NEWS", and found in :Table 6 , "WAGES
                 and SALARIES (not seasonally adjusted): Employment Cost
                 Indexes for Wages and Salaries for private industry workers by
                 industry and occupational group" ,or such other name that may
                 be from time to time used for the publication title and/or
                 table, (Aircraft manufacturing, standard industrial
                 classification code SIC 3721, base month and year June 1989 =
                 100.)

                 The quarterly value released for a certain month (March, June,
                 September and December) shall be the one deemed to apply for
                 the two preceding months.

                 Material Index : "Metals and metal products" Code 10
                 (hereinafter referred to as "MMP") as published in "PPI
                 Dretailed report" (found in Table 6. "Producer price indexes
                 and percent changes for commodity groupings and individual
                 items not seasonnally adjusted " or such other names that may
                 be from time to time used for the publication title and/or
                 table) . (Base Year 1982 = 100).

                 Energy Index : "Fuels and related products and power" Code 5,
                 (hereinafter referred to as "EP") as published in "PPI
                 Dretailed report" (found in Table 6. "Producer price indexes
                 and percent changes for commodity groupings and individual
                 items not seasonnally adjusted " or such other names that may
                 be from time to time used for the publication title and/or
                 table) . (Base Year 1982 = 100).


<PAGE>

4                 REVISION FORMULA

                  Pn=(Pb + F) x (0.60x ECIn/ECIb + 0.30x MMPn/MMPb + 0.10x
                  EPn/EPb)

                  where      :

                  F          :      (0.005 x N x Pb) where N is the calendar
                                    year of Aircraft delivery minus 2001
                  Pn         :      Revised Reference Price of a set of two
                                    Propulsion Systems at Aircraft delivery
                  Pb         :      Reference Price at averaged economic
                                    conditions December 1999, January 2000,
                                    February 2000.
                  ECIn       :      ECI3721W Index for 13th, 12th, 11th months
                                    averaged prior to the month of Aircraft
                                    delivery
                  ECIb       :      ECI3721W Index for December 1999, January
                                    2000, February 2000(=145.40)
                  MMPn       :      MMP-Index for the 13th, 12th, 11th months
                                    averaged prior to the month of Aircraft
                                    delivery
                  MMPb       :      MMP-Index for December 1999, January 2000,
                                    February 2000(=128.13)
                  EPn        :      EP-Index for the 13th, 12th, 11th months
                                    averaged prior to the month of Aircraft
                                    delivery
                  EPb        :      EP-Index for December 1999, January 2000,
                                    February 2000(=89.50)

5                 GENERAL PROVISIONS

5.1               Roundings

                  The Labor and Material Index averages shall be computed to the
                  second decimal place.

                  Each factor (0.60x ECIn/ECIb, 0.30XMMPn/MMPb, 0.10XEPn/EPb)
                  shall be calculated to the nearest ten-thousandth (4
                  decimals).

                  If the next succeeding place is five (5) or more the preceding
                  decimal shall be raised to the next higher figure.

                  After final computation Pn shall be rounded to the nearest
                  whole number (0.5 or more rounded to 1).

5.2               Final Index Values

                  The revised Reference Price at the date of Aircraft delivery
                  shall not be subject to any further adjustments in the
                  indexes.

5.3               Interruption of Index Publication

                  If the US Department of Labor substantially revises the
                  methodology of calculation or discontinues any of these
                  indexes referred to hereabove, the Seller shall reflect the
                  substitute for the revised or discontinued index selected by
                  ROLLS ROYCE, such substitute index to lead in application to
                  the same adjustment result, insofar as possible, as would have
                  been achieved by continuing the use of the original index as
                  it may have fluctuated had it not been revised or
                  discontinued.

                  Appropriate revision of the formula shall be made to
                  accomplish this result.

5.4               Annulment of Formula

                  Should the above escalation provisions become null and void by
                  action of the British Government, the Price shall be adjusted
                  due to increases in the costs of labor, material and fuel
                  which have occurred from the period represented by the
                  applicable Reference Price Indexes to the twelfth (12th) month
                  prior to the scheduled month of Aircraft delivery.

Exhibit C part 2
PART 2           GENERAL ELECTRIC REVISION FORMULA


<PAGE>

1                 REFERENCE PRICE OF THE ENGINES

                  The Reference Price of GENERAL ELECTRIC CF6-80E1A3 Propulsion
                  Systems is:

                  US Dollars [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT]

                  This Reference Price is subject to adjustment for changes in
                  economic conditions as measured by data obtained from the US
                  Department of Labor, Bureau of Labor Statistics and in
                  accordance with the provisions of Paragraphs 4 and 5 of this
                  Exhibit C.

2                 REFERENCE PERIOD

                  The above Reference Price has been established in accordance
                  with the economical conditions prevailing for a theoretical
                  delivery in January 2002 as defined by GENERAL ELECTRIC by the
                  Reference Composite Price Index (CPIb) of 148.84

3                 INDEXES

                  Labor Index : "Employment Cost Index for Workers in Aerospace
                  manufacturing" hereinafter referred to as "ECI SIC 3721W",
                  quarterly published by the US Department of Labor, Bureau of
                  Labor Statistics, in "NEWS", and found in Table 6 , "WAGES and
                  SALARIES (not seasonally adjusted) : Employment Cost Indexes
                  for Wages and Salaries for private industry workers by
                  industry and occupational group" ,or such other name that may
                  be from time to time used for the publication title and/or
                  table, (Aircraft manufacturing, standard industrial
                  classification code SIC 3721, base month and year June 1989 =
                  100.) The quarterly value released for a certain month (March,
                  June, September and December) shall be the one deemed to apply
                  for the two preceding months.

                  Material Index : "Industrial Commodities" (hereinafter
                  referred to as "IC") as published in "PPI Dretailed report"
                  (found in Table 6. "Producer price indexes and percent changes
                  for commodity groupings and individual items not seasonnally
                  adjusted " or such other names that may be from time to time
                  used for the publication title and/or table) . (Base Year 1982
                  = 100).

4                 REVISION FORMULA

                  Pn          :      ( Pb +F) x CPIn/148.84

                  where       :

                  Pn          :      revised Reference Price at Aircraft
                                     delivery.
                  Pb          :      Reference Price at delivery conditions
                                     January 2002
                  F           :      (0.005 x N x Pb)
                                     where N = the calendar year of delivery of
                                     the Aircraft minus 2002
                  CPIn        :      the Composite Price Index (CPI) applicable
                                     for the month of aircraft delivery. This
                                     Composite Price Index is composed as
                                     follows :
                                     CPIn=  0.65 x ECIn + 0.35 x ICn
                  where       :
                  ECIn        :      The arithmetic average  of the
                                     ECIsic3721W-Index available at the delivery
                                     date of the Aircraft
                                     for the 11th,12th and 13th month prior to
                                     the month of Aircraft delivery.
                  ICn         :      The arithmetic average of the IC-Index
                                     available at the delivery date of the
                                     Aircraft for the 11th, 12th and 13th month
                                     prior to the month of Aircraft delivery

5                 GENERAL PROVISIONS

5.1               Roundings


<PAGE>

                  (i)               The Material index average (ICn) shall be
                                    rounded to the nearest second decimal place
                                    and the labor index average (ECIn) shall be
                                    rounded to the nearest first decimal place.

                  (ii)              CPIn shall be rounded to the nearest second
                                    decimal place.

                  (iii)             The final factor (CPIn/148.84) shall be
                                    rounded to the nearest third decimal place.

                  If the next succeeding place is five (5) or more, the
                  preceding decimal place shall be raised to the next higher
                  figure.
                  After final computation Pn shall be rounded to the nearest
                  whole number (0.5 rounds to 1).

5.2               Final Index Values
                  The revised Reference Price at the date of Aircraft delivery
                  shall not be subject to any further adjustments in the
                  indexes.

5.3               Interruption of Index Publication

                  If the US Department of Labor substantially revises the
                  methodology of calculation or discontinues any to these
                  indexes referred to hereabove, the Seller shall reflect the
                  substitute for the revised or discontinued index selected by
                  GENERAL ELECTRIC , such substitute index to lead in
                  application to the same adjustment result, insofar as
                  possible, as would have been achieved by continuing the use of
                  the original index as it may have fluctuated had it not been
                  revised or discontinued.

                  Appropriate revision of the formula shall be made to
                  accomplish this result.

5.4               Annulment of Formula

                  Should the above escalation provisions become null and void by
                  action of the US Government, the Reference Price shall be
                  adjusted due to increases in the costs of labor, and material
                  which have occurred from the period represented by the
                  applicable Reference Composite Price Index to the twelfth
                  (12th) month prior to the scheduled month of Aircraft
                  delivery.

5.5               Limitations

                  SHOULD THE RATIO CPIN/148.84 BE LOWER THAN 1.000 , PN WILL BE
                  EQUAL TO PB+F

Exhibit D

                            CERTIFICATE OF ACCEPTANCE

In accordance with the terms of the A[   ] purchase agreement dated [   ] and
made between [Airline] and AIRBUS G.I.E., as amended (the "PURCHASE AGREEMENT"),
the acceptance tests relating to the A[   ] aircraft, Manufacturer's Serial
Number: [   ], Registration Number: [   ] (the "AIRCRAFT"), have taken place at
[Airbus France S.A.S] or [Airbus Deutschland GmbH] 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>

Exhibit E
                                  BILL OF SALE

Know all men by these presents that Airbus G.I.E. ("AIRBUS"), a "Groupement
d'Interet Economique" created pursuant to the Ordonnance N(degree) 67-821 of the
23rd September 1967 of the French Republic and whose address is 1 rond-point
Maurice Bellonte, 31707 Blagnac Cedex, FRANCE, is the owner of the title to the
following airframe (the "AIRFRAME"), the attached engines as specified (the
"ENGINES") and all appliances, components, parts, instruments, accessories,
furnishings, modules and other equipment of any nature, excluding buyer
furnished equipment, incorporated therein, installed thereon or attached thereto
on the date hereof (the "PARTS"):

MANUFACTURER OF AIRFRAME:                   MANUFACTURER OF ENGINES:

AIRBUS G.I.E.                               [        ]

MODEL:   [        ]                         MODEL:   [        ]

MANUFACTURER'S                              SERIAL NUMBERS:   LH :     [       ]

SERIAL NUMBER:    [        ]                RH :    [        ]

REGISTRATION LETTERS:      [        ]


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

AIRBUS does 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]

AIRBUS hereby warrants to the Buyer, its successors and assigns that it has on
the date hereof good and lawful right to sell, deliver and transfer title to the
Aircraft to the Buyer and that there is hereby conveyed to the Buyer on the date
hereof good, legal and valid title to the Aircraft, free and clear of all liens,
claims, charges, encumbrances and rights of others.

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

AIRBUS "Groupement d'Interet Economique"

By:

Title:

Signature

                                    EXHIBIT F

                               SERVICE LIFE POLICY

                           ITEMS OF PRIMARY STRUCTURE

                           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


<PAGE>

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

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


<PAGE>

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

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 G

                              TECHNICAL DATA INDEX

                              TECHNICAL DATA INDEX

The following index identifies the Technical Data provided in support of the
Aircraft. The explanation of the table is as follows:


<PAGE>

NOMENCLATURE                             Self-explanatory.


ABBREVIATED DESIGNATION (Abbr)           Self-explanatory.


FORM

OL-A              ON-LINE through Airbus On-Line Services: Advanced Consultation
                  and Navigation System

OL-P              ON-LINE through Airbus On-Line Services: in PDF -- Portable
                  Document Format

CD-A              CD-ROM: Advanced Consultation and Navigation System

CD-P              CD-ROM: in PDF -- Portable Document Format

D                 DISKETTE (Floppy Disk)

DD                DIGITAL DATA. Stands generally for SGML format on CD-ROM.

F                 MICROFILM. Refers to 16mm roll film in 3M type cartridges.

FC                MICROFILM. Refers to 70 mm film on microfiches.

P1                PRINTED ONE SIDE. Refers to manuals in paper with print on one
                  (1) side of the sheets only.

P2                PRINTED BOTH SIDES. Refers to manuals with print on both sides
                  of the sheets.

TYPE       C      CUSTOMIZED. Refers to manuals that are applicable to an
                  individual Airbus customer/operator fleet or aircraft.

           G      GENERIC. Refers to manuals that are for all aircraft
                  types/models/series.

           E      ENVELOPE. Refers to manuals that are applicable to a whole
                  group of Airbus customers for a specific aircraft
                  type/model/series.

           P      PRELIMINARY. Refers to preliminary data or manuals which may
                  consist of either:

                  -   one-time issue not maintained by revision service, or

                  -   preliminary issues maintained by revision service until
                      final manual or data delivery, or

                  -   supply of best available data under final format with
                      progressive completion through revision service.

ATA               Manuals established essentially in accordance with ATA
                  specification 2200 (iSpec 2200). Information Standards for
                  Aviation Maintenance.

QUANTITY (Qty)    Self-explanatory.


DELIVERY          (Deliv) Delivery refers to scheduled delivery dates and is
                  expressed in either the number of corresponding days prior to
                  first Aircraft delivery, or nil (0) corresponding to the first
                  delivery day.

                  The number of days indicated shall be rounded up to the next
                  regular revision release date.


<PAGE>



<TABLE>
<CAPTION>
                   NOMENCLATURE                      ABBR     FORM   TYPE   ATA    QTY   DELIV                          COMMENTS
           OPERATIONAL MANUALS AND DATA
           ----------------------------              ----     ----   ----   ---    ---   -----                          --------
<S>                                                <C>       <C>    <C>    <C>    <C>   <C>                                <C>
Flight Crew Operating Manual


Flight Manual
Master Minimum Equipment List

Quick Reference Handbook
Trim Sheet

Weight and Balance Manual
Performance Engineer's Programs

Performance Programs Manual

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
</TABLE>



<TABLE>
<CAPTION>
                   NOMENCLATURE                      ABBR     FORM   TYPE   ATA    QTY   DELIV                          COMMENTS
           OPERATIONAL MANUALS AND DATA
           ----------------------------              ----     ----   ----   ---    ---   -----                          --------
<S>                                                <C>       <C>    <C>    <C>    <C>   <C>                                <C>
Aircraft Maintenance Manual


Aircraft Schematics Manual

Aircraft Wiring Lists

Aircraft Wiring Manual
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                   NOMENCLATURE                      ABBR     FORM   TYPE   ATA    QTY   DELIV                          COMMENTS
           OPERATIONAL MANUALS AND DATA
           ----------------------------              ----     ----   ----   ---    ---   -----                          --------
<S>                                                <C>       <C>    <C>    <C>    <C>   <C>                                <C>

Component Location Manual
Consumable Material List
Duct Repair Manual
Electrical Load Analysis
Electrical Standard Practices Manual

Electrical Standard Practices booklet
Fuel Pipe Repair Manual
Illustrated Parts Catalog (Airframe)/Additional
Cross Reference Table

 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Note: All above mentioned manuals except ESP will be in addition available on line (OL-P)
</TABLE>

<TABLE>
<CAPTION>
                   NOMENCLATURE                      ABBR     FORM   TYPE   ATA    QTY   DELIV                          COMMENTS
        MAINTENANCE AND ASSOCIATED MANUALS
        ----------------------------------           ----     ----   ----   ---    ---   -----                          --------
<S>                                                <C>       <C>    <C>    <C>    <C>   <C>                                <C>
Illustrated Parts Catalog (Power Plant)
Maintenance Facility Planning
Maintenance Planning Document
Maintenance Review Board
Support Equipment Summary
Tool and Equipment Bulletins
Tool and Equipment Drawings
Tool and Equipment Index
Illustrated Tool and Equipment Manual
Technical Publications Combined Index
Trouble Shooting Manual
</TABLE>

<PAGE>


[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Note: All above mentioned manuals except MRB will be in addition available on
line (OL-P)

<TABLE>
<CAPTION>
                   NOMENCLATURE                      ABBR     FORM   TYPE   ATA    QTY   DELIV                          COMMENTS
                STRUCTURAL MANUALS
        ----------------------------------           ----     ----   ----   ---    ---   -----                          --------
<S>                                                <C>       <C>    <C>    <C>    <C>   <C>                                <C>
Nondestructive Testing Manual
Nacelle Structural Repair Manual

Structural Repair Manual

 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Note: All above mentioned manuals will be in addition available on line (OL-P)
</TABLE>

<TABLE>
<CAPTION>
                   NOMENCLATURE                      ABBR     FORM   TYPE   ATA    QTY   DELIV                          COMMENTS
                  OVERHAUL DATA
        ----------------------------------           ----     ----   ----   ---    ---   -----                          --------
<S>                                                <C>       <C>    <C>    <C>    <C>   <C>                                <C>
Component Documentation Status
Component Evolution List
Component Maintenance Manual --
Manufacturer

Component Maintenance Manual -- Vendor

Cable Fabrication Manual

 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Note: All above mentioned manuals except CDS and CMMV will be in addition available on line (OL-P)
</TABLE>

<TABLE>
<CAPTION>
                   NOMENCLATURE                      ABBR     FORM   TYPE   ATA    QTY   DELIV                          COMMENTS
              ENGINEERING DOCUMENTS
        ----------------------------------           ----     ----   ----   ---    ---   -----                          --------
<S>                                                <C>       <C>    <C>    <C>    <C>   <C>                                <C>
Installation and Assembly Drawings
Process and Material Specification
</TABLE>

<PAGE>
Parts Usage (Effectively)
Schedule (Drawing Nomenclature)
Standards Manual


[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Note: PMS and SM will be in addition available on line (OL-P)


<TABLE>
<CAPTION>
                   NOMENCLATURE                      ABBR     FORM   TYPE   ATA    QTY   DELIV                          COMMENTS
            MISCELLANEOUS PUBLICATIONS
        ----------------------------------           ----     ----   ----   ---    ---   -----                          --------
<S>                                                <C>       <C>    <C>    <C>    <C>   <C>                                <C>
Airplane Characteristics for Airport
Planning ATA Breakdown Index
CADETS (Technical Publications Training)
Aircraft Recovery Manual
Crash Crew Chart
Cargo Loading System Manual
List of Applicable Publications
List of Radioactive and Hazardous Elements
Livestock Transportation Manual
Service Bulletins
Service Information Letters

 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Note: all above mentioned manuals except CCC and LAP will be in addition available online (OL-P)
</TABLE>


<TABLE>
<CAPTION>
                   NOMENCLATURE                      ABBR     FORM   TYPE   ATA    QTY   DELIV                          COMMENTS
            MISCELLANEOUS PUBLICATIONS
        ----------------------------------           ----     ----   ----   ---    ---   -----                          --------
<S>                                                <C>       <C>    <C>    <C>    <C>   <C>                                <C>
Supplier Product Support Agreements 2000
Transportability Manual
Vendor Information Manual

Vendor Information Manual GSE
</TABLE>

<PAGE>


[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Note: all above mentioned manuals will be in addition available on line (OL-P)


<PAGE>



Exhibit H


                                   EXHIBIT "H"

                                    MATERIEL

                               SUPPLY AND SERVICES
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 [CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
               flight-hours are considered as new for invoicing purposes. In
               such a case, the conditions and flight hours of these parts will
               be indicated and the acceptance of such parts shall be mutually
               agreed upon. Such acceptance may require the Seller to provide
               the Buyer on request with additional data related to the
               condition of the parts.

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 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.


<PAGE>

               The Seller shall ensure that a similar service is available 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          On a case by case basis, 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 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 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.


<PAGE>

2.3            INITIAL PROVISIONING TRAINING

               Upon the request of the Buyer, the Seller shall provide free of
               charge Initial Provisioning training for a reasonable number of
               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

               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.


<PAGE>

               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 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 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 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
               THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT] after receipt of the Seller's
               provisioning data and not later than [CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
               before delivery of the corresponding Aircraft, one hundred
               percent (100 %) of the ordered quantity of each item, including
               line station items, shall be delivered [CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
               after delivery of the last Aircraft. If said one hundred percent
               (100 %) cannot be accomplished, the Seller shall 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.


<PAGE>

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 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 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:


<PAGE>

               -        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 [CONFIDENTIAL
               MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
               EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT] 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.

3.6            PACKAGING

               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 after reasonable notification to the Buyer.


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.


<PAGE>

               -     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
                     N(Degree) 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.

               The Seller shall issue a revised Spare Parts Price List at least
               [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT] before implementation to the Buyer.

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 in accordance with Attachment A to this
               Exhibit "H" (handling fee curve).

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 handling charge applicable to the
               relevant Materiel, which shall not exceed [CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

               This average handling charge shall apply when all orders are
               received by the Seller no later than [CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
               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
               [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT] 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 [CONFIDENTIAL MATERIAL OMITTED AND
               FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] period.

4.2.3          The Buyer shall make all payments hereunder to the Seller's
               account with:

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

               or as otherwise directed by the Seller.

4.2.4.1        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

<PAGE>

               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.

4.2.4.2        [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT]

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 [CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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
               payment obligations.

4.3.1          The Seller's right to request credit assurance from the Buyer
               shall be limited to cases [CONFIDENTIAL MATERIAL OMITTED AND
               FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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, or as a result of a
               Supplier or the Seller development changes subject to the
               following:


<PAGE>

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.

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
               three (3) years after delivery to the Buyer of the last of the
               six (6) Aircraft purchased under this Agreement, 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.

4.6            INVENTORY USAGE DATA

               The Buyer shall provide to the Seller at dates to be mutually
               agreed a quantitative list of the parts used for maintenance and
               overhaul of the Aircraft. The range and contents of this list
               shall be established according to SPEC 2000, Chapter 5, or as
               mutually agreed between the Seller and the Buyer. The Seller
               shall treat this information as confidential and shall not
               divulge it a third party without the consent of the Buyer, such
               consent not to be unreasonably withheld.

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 design and material,


<PAGE>

               (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
               [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT] 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 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT] 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. Transportation costs shall be
               [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT].

               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 SELLER AND
               REMEDIES OF THE BUYER SET FORTH IN THIS CLAUSE 5 ARE EXCLUSIVE
               AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES
               AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES
               OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER
               AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR
               OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY
               SELLER PART DELIVERED UNDER THIS AGREEMENT INCLUDING BUT NOT
               LIMITED TO:
               (A)      ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
               (B)      ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
                        COURSE OF DEALING OR USAGE OF TRADE;
               (C)      ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY,
                        WHETHER CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT
                        ARISING FROM THE
                        SELLER'S NEGLIGENCE, ACTUAL OR IMPUTED; AND
               (D)      ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR
                        LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT,
                        ACCESSORY OR PART THEREOF.

               THE SELLER 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 SELLER PART DELIVERED UNDER THIS
               AGREEMENT.


6              SELLER PARTS LEASING


<PAGE>

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
               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 [CONFIDENTIAL MATERIAL OMITTED AND
               FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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
               [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT], the Lease will be converted into a sale.
               Should the Lessee not return the Leased Part to the Lessor within
               [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT] 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 [CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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
               [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT]. If the shipment of the Leased Part has
               been arranged but not yet despatched and the Lessee cancels the
               lease order, the minimum chargeable period of [CONFIDENTIAL
               MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
               EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT] shall apply.

6.4            LEASE CHARGES AND TAXES


<PAGE>

               The Lessee shall pay the Lessor:

               (i)   a Lease fee per day of the Lease Period amounting to
                     [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                     REQUEST FOR CONFIDENTIAL TREATMENT] 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 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 INDUSTRIE
               Materiel Support Centre
               Weg beim Jaeger 150
               22335 Hamburg
               Germany


<PAGE>

               or any other address indicated by the Lessor.

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 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 [CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
               TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the Lessor's current
               sales price for a new part plus [CONFIDENTIAL MATERIAL OMITTED
               AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the
               accumulated Lease fees will 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, such agreement not to be unreasonably
               withheld.

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, [CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
               TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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;
               [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT] 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


<PAGE>

               The Lessee's remedy and the Lessor's obligation and liability
               under this Clause 6.9, 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
                         [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                         TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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

               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
               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 RIGHTS, CLAIMS AND REMEDIES OF THE LESSEE
               AGAINST THE LESSOR, EXPRESS OR IMPLIED, ARISING BY LAW OR
               OTHERWISE WITH RESPECT

<PAGE>

               TO ANY NON-CONFORMITY OR DEFECT IN ANY LEASED PART DELIVERED
               UNDER THESE LEASING CONDITIONS INCLUDING BUT NOT LIMITED TO:
              (A)    ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
              (B)    ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
                     COURSE OF DEALING OR USAGE OF TRADE;
              (C)    ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER
                     CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM
                     THE LESSOR'S NEGLIGENCE, ACTUAL OR IMPUTED; AND
              (D)    ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS
                     OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY
                     OR PART THEREOF.

              LESSOR 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.

                     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


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 J


<PAGE>

                        DELIVERY OF AIRCRAFT A(TBD- TYPE)

                      MANUFACTURER'S SERIAL NUMBER : (TBD)
                                  BUYER: (TBD)
                                OPERATOR : (TBD)
                          REGISTRATION LETTERS : (TBD)

                                LIST OF DOCUMENTS

I.       TECHNICAL DOCUMENTS

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SETS


1.1      Aircraft Certificates

        - Type Certificates (first aircraft only)                       (copies)
        - Certificate of Airworthiness for Export                     (original)
        - Export Noise Certificate                                    (original)
        - Non Registration Certificate                                (original)
        - Production Aircraft Test Completion Certificate             (original)
          (including Test History/Compass Swing/
           Anemometric Records : if RVSM Option)

1.2      Airworthiness Directives Compliance List

1.3      Modification List

        - Type Design Definition (first aircraft only)
        - List of Aircraft Modification (In addition to Type Design Definition)

1.4      Aircraft Inspection Report

        - Acceptance sheet
        - Table of Contents
        - List of Constituent Assemblies
        - List of Equipment
        - Conformity to the Design Standard Requirement
        - Recordable Concessions
        - Concessions for Customer Information

1.5      Weighing Report

1.6      Log Book (One of Each)
         --------

        - Engine Log LH (TBD)
        - Engine Log RH (TBD)
        - APU log Book
        - Aircraft Log Book
        - Batteries Log Book

1.7      DFDR System Description (first aircraft only) [CONFIDENTIAL MATERIAL
         OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

1.8      (TBD) Compliance Documents               Depends on Purchase Agreement.

1.9      Manuals (one of each)                    Depends on P.A.

        - Flight Manual
        - Weight and Balance Manual
        - Master Minimum Equipment list
        - Quick Reference Handbook
        - Flight Crew Operating Manual


<PAGE>

1.10     Set of Keys

1.11     Additional Documents

        - Identification list for Chemical Oxygen Generator
        - Landing Gear Identified Parts Listing
        - Disk : Aircraft Inspection Report
         (Provided within a week after Delivery)

LETTER AGREEMENT 1

               KLM Royal Dutch Airlines
               Amsterdamseweg 55,
               1182 GP Amstelveen
               The Netherlands


               PURCHASE INCENTIVES

               KLM ROYAL DUTCH AIRLINES ("the Buyer") and AIRBUS ("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 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.

1.             CREDIT MEMORANDA

               The credits detailed below apply exclusively to Aircraft
               purchased directly from the Seller by the Buyer, and are offered
               on the basis of a firm order for six (6) Aircraft. Should the
               Buyer fail to acquire or elect to acquire some of the initial
               twelve Aircraft from leasing companies, the Seller reserves its
               right to adjust, including by way of claiming reimbursement,
               certain credits on a pro-rata basis.

1.1            AIRFRAME CREDIT MEMORANDUM

               Upon delivery of each Aircraft to the Buyer, the Seller shall be
               pleased to offer the Buyer a Credit Memorandum of : US Dollars
               [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT]

1.2            [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT]

1.3            [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT]

1.4            [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT]

1.5            [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT]

1.6            The Credit Memoranda referred in in paragraphs 1.1, 1.2, 1.3, 1.4
               and 1.5 above are expressed at economic conditions prevailing for
               a theoretical delivery in January 2001 and will be subject

<PAGE>

            to escalation up to the delivery of the respective Aircraft in
            accordance with the Airframe Price Revision Formula set out in
            Exhibit C of the Agreement.

               These Credit Memoranda shall be applied against the Final Price
               of the respective Aircraft or may be used after delivery of the
               relevant Aircraft for the purchase of goods and services from the
               Seller or its affiliates.

1.7            [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT]

1.8            [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT]

1.9            SPARES CREDIT

               Upon delivery of the first Aircraft, the Seller shall provide the
               Buyer with a Credit memorandum in an amount of :

               US Dollars [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
               WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
               FOR CONFIDENTIAL TREATMENT]

               This Credit Memorandum shall be used by the Buyer for the
               purchase of spare parts from the Seller.

1.10           The Credit Memoranda set out in paragraphs 1.8 and 1.9 are
               expressed as [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
               WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
               FOR CONFIDENTIAL TREATMENT]

2              ASSIGNMENT

               The special conditions set out in this Letter Agreement N(degree)
               1 are personal to the Buyer and are not assignable.

      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


      KLM ROYAL DUTCH AIRLINES                     AIRBUS GIE

      By:                                          By:

      Its :                                        Its :

      Date:                                        Date :

LETTER AGREEMENT 2

               KLM Royal Dutch Airlines
               Amsterdamseweg 55,
               1182 GP Amstelveen
               The Netherlands

               PURCHASE RIGHTS

               KLM ROYAL DUTCH AIRLINES ("the Buyer") and AIRBUS ("the Seller")
               have entered into a Purchase Agreement ("the Agreement") dated as
               of even date herewith which covers the

<PAGE>

               manufacture and the sale by the Seller and the purchase by the
               Buyer of the A330 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.

1.       Scope

1.1      In addition to the six (6) Aircraft referred to in the Agreement, the
         Seller grants the Buyer the right to purchase up to [CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] additional
         Aircraft referred to as the "PURCHASE RIGHT AIRCRAFT" [CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

1.2      Upon the Buyer's written request, the Seller will quote the Buyer
         available delivery slots for the Purchase Right Aircraft, as close as
         possible to those requested by the Buyer, and consistent with the
         Seller's then prevailing industrial and commercial constraints.

         Upon payment by the Buyer of the Predelivery Payments due in accordance
         with the schedule set out in Clause 5.3.2 of the Agreement, the Seller
         shall reserve such slots for the Buyer, this Purchase Right Aircraft
         becoming as a result a firm Aircraft, and being referred to as a "FIRM
         PURCHASE RIGHT AIRCRAFT".

2.       SPECIFICATION

         The Purchase Right Aircraft shall conform to the same Specification as
         applicable to the Aircraft that are subject to firm order, and shall
         include any development changes as defined in Clause 2.1.3 of the
         Agreement, and any SCN's mutually agreed between the Buyer and the
         Seller after the signature of the Agreement.

3.       PRICE AND PRICE REVISION

         The Airframe price and the Revision Formulae applicable to the six (6)
         firm Aircraft shall apply to such Firm Purchase Right Aircraft,
         provided they are delivered prior to [CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT].

4.       PURCHASE INCENTIVES

         The Credit Memoranda set out in paragraphs 1.1, 1.2, 1.3, 1.4, and 1.5
         of Letter Agreement N(degree) 1 shall apply to the PurcHAsE Right
         Aircraft. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT].

5.       ADDITIONAL PURCHASE RIGHT INCENTIVE

         The Seller shall provide the Buyer with an additional Purchase Right
         incentive in an amount of US Dollars [CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT]

         This additional incentive shall be made available at the delivery of
         each of the first two Firm Purchase Right Aircraft. It is expressed as
         [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT]

6.       The delivery flexibility set out in Letter Agreement N(degree) 4 shall
         apply to the Purchase Right Aircraft, provided that therE iS a minimum
         period of [CONFIDENTIAL MATERIAL OMITTED AND FILED

<PAGE>

         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
         REQUEST FOR CONFIDENTIAL TREATMENT] between the date of firming-up the
         Firm Purchase Right Aircraft, and the initial delivery date of the Firm
         Purchase Right Aircraft.

7        [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT]

8.       [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT]

8.1      [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT]

8.2      [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT]

8.3      [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT]

8.4      [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT]

8.5      Account

         All amounts paid [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT] by the Buyer will be paid to the Seller's bank
         account Natexis Banque Toulouse [CONFIDENTIAL MATERIAL OMITTED AND
         FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
         TO A REQUEST FOR CONFIDENTIAL TREATMENT] with:
         SWIFT BFCE FRPP-931
         BP293
         31005 Toulouse Cedex France

         or to such other account as the Seller may specify.

9.       ASSIGNMENT

         The Purchase Right Aircraft are personal to the Buyer and cannot be
         assigned to third parties without the Seller's prior consent in
         writing. Such consent shall not be unreasonably withheld.

         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


         KLM ROYAL DUTCH AIRLINES                        AIRBUS  GIE

         By:                                             By:

         Its :                                           Its :

         Date:                                           Date:


LETTER AGREEMENT 3

               KLM Royal Dutch Airlines
               Amsterdamseweg 55,
               1182 GP Amstelveen


<PAGE>

               The Netherlands

               TYPE FLEXIBILITY

               KLM ROYAL DUTCH AIRLINES ("the Buyer") and AIRBUS ("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 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.

1.             The Buyer may convert each of the six (6) firmly ordered A330-200
               Aircraft into A330-300 aircraft and each Firm Purchase Right
               Aircraft into an A330-300 Aircraft, A340-300 Enhanced, A340-500
               or A340-600 Aircraft, in accordance with the conditions set out
               in paragraph 3 below.

2.             Each A330-300 Aircraft, A340-300 Enhanced Aircraft, A340-500
               Aircraft or A340-600 Aircraft resulting from the conversion
               rights set out in this Letter Agreement N(degree) 3 (the "TYPE
               CONVERSION RIGHT") shall be referred to as the "CONVERTED
               A330-300", the "CONVERTED A330-300 PURCHASE RIGHT", the
               "CONVERTED A340-300 ENHANCED PURCHASE RIGHT", the "CONVERTED
               A340-500 PURCHASE RIGHT", or the "CONVERTED A340-600 PURCHASE
               RIGHT" as the case may be.

3.             The Type Conversion Right shall be exercised by the Buyer in the
               following manner:

3.1            In respect of the six (6) firmly ordered A330-200 Aircraft being
               converted into a Converted A330-300, by giving the Seller written
               notice no later than [CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
               TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the first day
               of the Scheduled Delivery Month of the Aircraft to be converted.

3.2            In respect of the Purchase Right Aircraft being converted into a
               Converted A330-300 Purchase Right, a Converted A340-300 Enhanced
               Purchase Right, a Converted A340-500 Purchase Right or a
               Converted A340-600 Purchase Right, by giving notice to the Seller
               no later than

               (i)   [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                     REQUEST FOR CONFIDENTIAL TREATMENT]

               or

               (ii)  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                     REQUEST FOR CONFIDENTIAL TREATMENT] in respect of a
                     Converted A330-300 Purchase Right or a Converted A340-300
                     Enhanced Purchase Right, and [CONFIDENTIAL MATERIAL OMITTED
                     AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                     COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                     TREATMENT] in respect of a Converted A340-500 Purchase
                     Right or Converted A340-600 Purchase Right prior to the
                     first day of the month in which the Aircraft to be
                     converted is scheduled for delivery.

4.             DELIVERY DATE OF THE CONVERTED AIRCRAFT

4.1            The Scheduled Delivery Month of the Converted A330-300, Converted
               A330-300 Purchase Right or Converted A340-300 Enhanced Purchase
               Right will be no more than [CONFIDENTIAL MATERIAL OMITTED AND
               FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] before or
               [CONFIDENTIAL MATERIAL OMITTED AND

<PAGE>

               FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

4.2            The Scheduled Delivery Month of the Converted A340-500 Purchase
               Right or Converted A340-600 Purchase Right will be :

               (i)   [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                     REQUEST FOR CONFIDENTIAL TREATMENT]

               or

               (ii)  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                     REQUEST FOR CONFIDENTIAL TREATMENT]

5.             CONDITIONS APPLICABLE TO THE CONVERTED AIRCRAFT

5.1            The table below provides the prices and special conditions
               applicable to the Converted Aircraft. All prices and conditions
               are expressed at January 2001 delivery conditions.

<TABLE>
<CAPTION>
                              A330-300          A340-300ENHANCED         A340-500            A340-600
     STANDARD SPEC           G.000.03000          F.000.03000          F.000.05000          F.000.06000
                               Issue 7              Issue 7           Issue 1 Rev 3        Issue 1 Rev 3
<S>                        <C>                 <C>                   <C>                  <C>
         MTOW
       AIRFRAME              [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
       AIRCRAFT                 EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
         SCNS
          BFE

      CF6-80E1A3
       PW 4168A
      TRENT 772B
    AIRFRAME CREDIT
      MEMORANDUM
    AIRCRAFT CREDIT
      MEMORANDUM
</TABLE>

              Such basic prices and special conditions are valid for Converted
              Aircraft delivered prior to [CONFIDENTIAL MATERIAL OMITTED AND
              FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
              PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The Propulsion
              Systems prices and associated price revision formulae are based
              upon information received from the respective Propulsion System
              Manufacturers and remain subject to any modification that might be
              imposed by the Propulsion System Manufacturer on the Seller and/or
              the Buyer.

5.2           The Airframe Credit Memorandum or Aircraft Credit Memorandum set
              out in the above table replace the Airframe Credit Memorandum
              applicable to the A330-200 Aircraft, set out paragraph 1.1 of
              Letter Agreement N(degree) 1.

5.3           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
              SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
              CONFIDENTIAL TREATMENT]

5.4           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
              SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
              CONFIDENTIAL TREATMENT]

5.5           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
              SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
              CONFIDENTIAL TREATMENT]


<PAGE>

5.6           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
              SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
              CONFIDENTIAL TREATMENT]

6.            Any Type Conversion Right can only be exercised once per Aircraft.

      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
      KLM ROYAL DUTCH AIRLINES                             AIRBUS  GIE

      By:                                                  By:

      Its :                                                Its :

      Date:                                                Date:


LETTER AGREEMENT 4

               KLM Royal Dutch Airlines
               Amsterdamseweg 55,
               1182 GP Amstelveen
               The Netherlands

               DELIVERY FLEXIBILITY

               KLM ROYAL DUTCH AIRLINES ("the Buyer") and AIRBUS ("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 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.

1.          The Seller grants the Buyer the right to reschedule some of the six
            (6) Aircraft according to the conditions outlined below. Once an
            Aircraft has been rescheduled according to the following provisions,
            it shall be referred to as a "RESCHEDULED AIRCRAFT".

2.          Starting with [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
            FOR CONFIDENTIAL TREATMENT], the Buyer shall have the right to
            reschedule the delivery date of [CONFIDENTIAL MATERIAL OMITTED AND
            FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
            PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The rescheduling
            right shall be exercised by the Buyer at the latest on the first day
            of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
            SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
            CONFIDENTIAL TREATMENT] prior to the Scheduled Delivery Month of the
            relevant Aircraft. In any event, the rescheduled delivery month
            shall not be later than [CONFIDENTIAL MATERIAL OMITTED AND FILED
            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
            REQUEST FOR CONFIDENTIAL TREATMENT] after the initial Scheduled
            Delivery Month.

3.          The rescheduled delivery month offered by the Seller pursuant to
            this Letter Agreement shall be in accordance with the Seller's then
            prevailing industrial and commercial constraints.

4.          The rescheduled delivery month as notified in writing by the Seller
            shall be deemed to be the new Scheduled Delivery Month, and the
            Predelivery Payment schedule of the Rescheduled Aircraft

<PAGE>

            shall be adjusted to reflect the new Scheduled Delivery Month, in
            respect of that portion of the Predelivery Payments which were not
            yet due at the time of rescheduling under the previous delivery
            schedule. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
            THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
            CONFIDENTIAL TREATMENT].

5.          [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
            SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
            CONFIDENTIAL TREATMENT]

6.          On a case by case basis, and subject to its then prevailing
            industrial and commercial constraints, the Seller shall also
            consider any request for acceleration of the delivery schedule.

7.          [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
            SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
            CONFIDENTIAL TREATMENT]

      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

      KLM ROYAL DUTCH AIRLINES                             AIRBUS GIE

      By:                                                  By:

      Its :                                                Its :

      Date:                                                Date :


LETTER AGREEMENT 5

               KLM Royal Dutch Airlines
               Amsterdamseweg 55,
               1182 GP Amstelveen
               The Netherlands

               PRODUCT SUPPORT MATTERS

               KLM ROYAL DUTCH AIRLINES ("the Buyer") and AIRBUS ("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 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.

1.         STANDARD WARRANTY

1.1        [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT]

1.2        [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT]


<PAGE>

2.         [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT]

2.1        [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT]

2.2        [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT]

2.3        [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT]

3.         TECHNICAL DOCUMENTATION

           Upon the Buyer's request and whenever practicable, the Seller shall
           provide the Buyer with a preliminary copy of certain Technical
           Documentation, according to a schedule to be agreed with the Buyer.

4.         MAINTENANCE PROVIDER

           Upon the Buyer's request, the Seller shall consider entering into a
           Data Release Agreement with a Maintenance Provider approved by the
           relevant Airworthiness Authority for maintenance of Airbus A330
           aircraft, whereby the Buyer may assign to the maintenance provider
           some of the training or Technical Documentation procured to the Buyer
           under the Agreement.

5.         SPARES REPRESENTATIVE SUPPORT
           In order to ensure a smooth operational entry into service, the
           Seller will second a spares representative to the Buyer premises, if
           so required. The services of this spares representative will be
           provided free of charge to the Buyer for a period of up to
           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT].

6.         WARRANTIES APPLICABLE TO SELLER PARTS

           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT]

7.         [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT]

8.         LEASED AIRCRAFT

           The Buyer has informed the Seller that it intends to lease A330
           aircraft from leasing companies, these leased aircraft being
           manufactured to the same definition as the Aircraft purchased under
           this Agreement.

8.1        The Seller agrees to incorporate the leased aircraft into the
           customised Technical Data and Documentation at no cost to the Buyer.
           The Buyer shall provide the Seller with a notice at least
           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
           SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
           CONFIDENTIAL TREATMENT] for such incorporation. Removal of the leased
           aircraft from the Technical Documentation and Data at the term of the
           lease shall be invoiced to the Buyer at the then current catalogue
           price.

8.2        The Seller agrees to include such leased aircraft into initial
           provisioning data, or a revision thereof as the case may be. The
           Seller and the Buyer shall mutually agree the notice period which is
           required for such incorporation.


<PAGE>

8.3        The Seller shall ensure that the leased aircraft, whereby the Buyer
           is the initial Lesse/ Operator, [CONFIDENTIAL MATERIAL OMITTED AND
           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
           TO A REQUEST FOR CONFIDENTIAL TREATMENT].

9.     DOOR TRAINER DATA PACKAGE

       The Seller will provide the Buyer a standard data package for an A330
       door trainer. Such data package will include mechanical drawings for the
       door and surrounding for use in the Buyer's facilities.

10.    [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
       AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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

      KLM ROYAL DUTCH AIRLINES                             AIRBUS GIE

      By:                                                  By:

      Its :                                                Its :

      Date :                                               Date :


LETTER AGREEMENT 7A

               KLM Royal Dutch Airlines
               Amsterdamseweg 55,
               1182 GP Amstelveen
               The Netherlands

         A330-200 PERFORMANCE GUARANTEES (GE ENGINES)

                 KLM ROYAL DUTCH AIRLINES ("the Buyer") and AIRBUS ("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
               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.

 1.            AIRCRAFT CONFIGURATION

                  The guarantees defined below ("the Guarantees") are applicable
           to the A330-200 Aircraft as described in the Technical Specification
           Ref. G.000.02000 Issue 4 dated 18th May 2001 and powered by General
           Electric CF6-80E1A3 engines at a nominal thrust rating of 72,000 lbf
           as amended by the Specification Change Notices ("SCN") for the
           increase of Design Weights:
           Maximum Taxi Weight                  233,900 kg
           Maximum Take-off Weight (MTOW)       233,000 kg
           Maximum Landing Weight (MLW)         182,000 kg
           Maximum Zero Fuel Weight (MZFW)      170,000 kg
("the Specification") without taking into account any further changes thereto as
provided in the Agreement.


<PAGE>

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


          Agreed and accepted                              Agreed and accepted

          For and on behalf of                             For and on  behalf of

          KLM ROYAL DUTCH AIRLINES                         AIRBUS GIE

          By:                                              By:

          Its :                                            Its :

          Date :                                           Date :


LETTER AGREEMENT 7 B

               KLM Royal Dutch Airlines
               Amsterdamseweg 55,
               1182 GP Amstelveen
               The Netherlands

         A330-200 PERFORMANCE GUARANTEES (PW ENGINES)

                 KLM ROYAL DUTCH AIRLINES ("the Buyer") and AIRBUS ("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
               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.

1.             AIRCRAFT CONFIGURATION

             The guarantees defined below ("the Guarantees") are applicable to
             the A330-200 Aircraft as described in the Technical Specification
             Ref. G.000.02000 Issue 4 dated 18th May 2001 and powered by Pratt
             and Whitney PW 4168A engines at a nominal thrust rating of 68,000
             lbf as amended by the Specification Change Notices ("SCN") for the
             increase of Design Weights:
                  Maximum Taxi Weight                   233,900 kg
                  Maximum Take-off Weight (MTOW)        233,000 kg
                  Maximum Landing Weight (MLW)          182,000 kg
                  Maximum Zero Fuel Weight (MZFW)       170,000 kg
         ("the Specification") without taking into account any further changes
thereto as provided in the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

         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

          KLM ROYAL DUTCH AIRLINES                          AIRBUS GIE

          By:                                               By:


<PAGE>


          Its :                                             Its :

          Date  :                                           Date :


 LETTER AGREEMENT 7 C

               KLM Royal Dutch Airlines
               Amsterdamseweg 55,
               1182 GP Amstelveen
               The Netherlands

         A330-200 PERFORMANCE GUARANTEES (RR ENGINES)

                 KLM ROYAL DUTCH AIRLINES ("the Buyer") and AIRBUS ("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 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.

 1.      AIRCRAFT CONFIGURATION

         The guarantees defined below ("the Guarantees") are applicable to the
       A330-200 Aircraft as described in the Technical Specification Ref.
       G.000.02000 Issue 4 dated 18th May 2001 and powered by Rolls Royce TRENT
       772B engines at a nominal thrust rating of 71,100 lbf as amended by the
       Specification Change Notices ("SCN") for the increase of Design Weights:
                  Maximum Taxi Weight                   233,900 kg
                  Maximum Take-off Weight (MTOW)        233,000 kg
                  Maximum Landing Weight (MLW)          182,000 kg
                  Maximum Zero Fuel Weight (MZFW)       170,000 kg
         ("the Specification") without taking into account any further changes
thereto as provided in the Agreement.

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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

          KLM ROYAL DUTCH AIRLINES                          AIRBUS GIE

          By:                                               By:

          Its :                                             Its :

          Date :                                            Date :


LETTER AGREEMENT 8

               KLM Royal Dutch Airlines
               Amsterdamseweg 55,
               1182 GP Amstelveen

<PAGE>

               The Netherlands


               MISCELLANEOUS

               KLM ROYAL DUTCH AIRLINES ("the Buyer") and AIRBUS ("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 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.

1.       SFE CHARGE

         The Seller confirms that in the event that the Buyer chooses to convert
         the Buyer Furnished Equipment (BFE) into Seller Furnished Equipment
         (SFE), the handling charge invoiced by the Seller shall [CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

2.       [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT]

3.       SOFTWARE FUNCTIONS

         Aircraft configuration changes involving equipment software updating
         are in general covered by Airbus Service Bulletins. [CONFIDENTIAL
         MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

4.       [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
         AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT]

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

       KLM ROYAL DUTCH AIRLINES                             AIRBUS GIE

       By:                                                  By:

       Its :                                                Its :

       Date :                                               Date :