Initials
                                      
                                      Buyer________      BRAD
                                      ______
                                                   Exhibit 10.40A

CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST.


         PURCHASE AGREEMENT BETWEEN BOMBARDIER, INC. AND
               ATLANTIC COAST AIRLINES, AS AMENDED
                                

              BOMBARDIER REGIONAL AIRCRAFT DIVISION
                                
                                
                       PURCHASE AGREEMENT
                                
                                
                             RJ-0350
                                
                                
                                
                                
                             BETWEEN
                                
                                
                         BOMBARDIER INC.
                                
                                
                                
                               AND
                                
                                
                                
                     ATLANTIC COAST AIRLINES
                                
                   Relating to the Purchase of
        Thirty-three (33) Canadair Regional Jet aircraft
                                
           Including related Customer Support Services


                        TABLE OF CONTENTS

     ARTICLE
          1    INTERPRETATION
          2    SUBJECT MATTER OF SALE
          3    CUSTOMER SUPPORT SERVICES AND WARRANTY
          4    PRICE
          5    PAYMENT
          6    DELIVERY PROGRAM
          7    BUYER INFORMATION
          8    CERTIFICATION/FOR EXPORT/
          9    ACCEPTANCE PROCEDURE
          10   TITLE AND RISK
          11   CHANGES
          12   BUYER'S REPRESENTATIVES AT MANUFACTURE SITE
          13   EXCUSABLE DELAY
          14   NON-EXCUSABLE DELAY
          15   LOSS OR DAMAGE
          16   TERMINATION
          17   NOTICES
          18   INDEMNITY AGAINST PATENT INFRINGEMENT
19   LIMITATION OF LIABILITY
          20   ASSIGNMENT
          21   SUCCESSORS
          22   APPLICABLE LAWS
          23   CONFIDENTIAL NATURE OF AGREEMENT
          24   AGREEMENT
          25   DISPUTES

     APPENDIX
          I    ECONOMIC ADJUSTMENT FORMULA
          II   DELIVERY SCHEDULE
          III  SPECIFICATION
          IV   BUYER SELECTED OPTIONAL FEATURES


     EXHIBIT
          I    CERTIFICATE OF ACCEPTANCE
          II   BILL OF SALE
          III  CERTIFICATE OF RECEIPT OF AIRCRAFT
          IV   CHANGE ORDER


     ANNEX A   CUSTOMER SUPPORT SERVICES
     ANNEX B   WARRANTY AND SERVICE LIFE POLICY


                        LETTER AGREEMENTS


B96-7701-RJTL-RJ0350-001A     Credit Memorandum

B96-7701-RJTL-RJ0350-002      Conditions Precedent

B96-7701-RJTL-RJ0350-003      Option Aircraft

B96-7701-RJTL-RJ0350-004      Options

B96-7701-RJTL-RJ0350-005A     FIPP

B96-7701-RJTL-RJ0350-006      Operational Restrictions

B96-7701-RJTL-RJ0350-007A     Financing

B96-7701-RJTL-RJ0350-008      Schedule Completion Rate

B96-7701-RJTL-RJ0350-009      Airframe Direct Maintenance Cost

B96-7701-RJTL-RJ0350-010      Additional Customer Support

B96-7701-RJTL-RJ0350-011      Spares

B96-7701-RJTL-RJ0350-012      Marketing Support

B96-7701-RJTL-RJ0350-013      Spares Credit

B96-7701-RJTL-RJ0350-014      Taxes, Duties and Licenses

B96-7701-RJTL-RJ0350-015      Airworthiness Directives

B96-7701-RJTL-RJ0350-016      Reconciliation

B97-7701-AP-RJ0350-017        Spare Parts Price Catalogue

B97-7701-AP-RJ0350-018        Exercise of Twelve Option Aircraft

B97-7701-AP-RJ0350-019        Transferability of Aircraft
Delivery Positions

B97-7701-AP-RJ0350-020        United Approval

B97-7701-AP-RJ0350-021        Flight Data Recorder

B97-7701-AP-RJ0350-022        Cargo Floorboards

Letter Agreement No. 023      n/a

B98-7701-AP-RJ0350-024        Additional Option Aircraft

Letter Agreement No. 025      n/a


This Agreement is made on the 8th day of January 1997.


BY AND BETWEEN:  BOMBARDIER INC., a Canadian Corporation
                 represented by its BOMBARDIER REGIONAL AIRCRAFT
                 DIVISION ("BRAD") having an office at 123
                 Garratt Boulevard, Downsview, Ontario, Canada.



AND:             ATLANTIC COAST AIRLINES, a California Company,
                 having offices at 515A Shaw Road, Sterling,
                 Virginia, U.S.A. 20166  ("Buyer")


WHEREAS          Bombardier Inc. through its Canadair
                 Manufacturing Division, is engaged in the
                 manufacture of the Canadair Regional Jet
                 aircraft products; and

                 BRAD has been created for the purpose of
                 providing marketing, sales and customer support
                 services for the Canadair Regional Jet aircraft
                 and related products;

WHEREAS          Buyer desires to purchase thirty-three (33)
                 Aircraft (as later defined) and related data,
                 documents, and services under this Agreement
                 (as later defined), and BRAD desires to arrange
                 the sale of such Aircraft, data, documents and
                 services to Buyer,

WHEREAS          Atlantic Coast Airlines Inc., a Delaware
                 Corporation, the parent of Buyer, is prepared
                 to provide a guarantee of Buyer's obligations
                 hereunder, in a form acceptable to the parties
                 and the financiers.




NOW THEREFORE, in consideration of the mutual covenants herein
contained, Buyer and BRAD agree as follows:

ARTICLE 1.     INTERPRETATION

1.1  The recitals above have been inserted for convenience only
     and do not form part of the agreement.

1.2  The headings in this agreement are included for convenience
     only and shall not be used in the construction and
     interpretation of this agreement.

1.3  In this agreement, unless otherwise expressly provided, the
     singular includes the plural and vice-versa.

1.4  In this agreement the following expressions shall, unless
     otherwise expressly provided, mean:

     (a)  "Acceptance Period" shall have the meaning attributed
          to it in Article 9.3;
     
     (b)  "Acceptance Date" shall have the meaning attributed to
          it in Article 9.7.(a);
     
     (c)  "Agreement" means this Agreement, including its
          Exhibits, Annexes, Appendices and Letter Agreements, if
          any, attached hereto (each of which is incorporated in
          the Agreement by this reference), as they may be
          amended pursuant to the provisions of the Agreement;
     
     (d)  "Aircraft" shall have the meaning attributed to it in
          Article 2.1;
     
     (e)  "Aircraft Purchase Price" shall have the meaning
          attributed to it in Article   4.2;
     
     (f)  "Base Price" shall have the meaning attributed to it in
          Article 4.1;
     
     (g)  "Bill of Sale" shall have the meaning attributed to it
          in Article 9.7 (c);
     
     (h)  "BFE"  shall have the meaning attributed to it in
          Article 11.1;
     
     (h.1)     "Bombardier Group"  shall have the meaning
          attributed to it in Article 24.3;
     
     (h.2)     [     *
                                ]
     
     (i)  "Buyer Selected Optional Features" shall have the
          meaning attributed to it      in Article 2.1;
     
     (j)  "Delivery Date" shall have the meaning attributed to it
          in Article 9.7.(c);
     
     (k)  "Economic Adjustment Formula" shall have the meaning
          attributed to it in Article 4.2;
     
     (l)  "Excusable Delay" shall have the meaning attributed to
          it in Article 13.1;
     
     (m)  "FAA"  shall have the meaning attributed to it in
          Article 8.1;
     
     (m.1)     "Grace Period" shall have the meaning attributed
          to it in Article 14.1;
     
     (n)  "Non-Excusable Delay" shall have the meaning attributed
          to it in Article 14.1;
     
     (o)  "Notice" shall have the meaning attributed to it in
          Article 17.1;
     
     ( p) "Other Patents" shall have the meaning attributed to it
          in Article 18.1;
     
     ( q) "Permitted Change" shall have the meaning attributed to
          it in Article 11.2;
     
     ( r) "Readiness Date" shall have the meaning attributed to
          it in Article 9.1;
     
     ( s) "Regulatory Change" shall have the meaning attributed
          to it in Article 8.4;
     
     ( t) "Scheduled Delivery Dates" shall have the meaning
          attributed to it in Article 6;
     
     ( u) "Specification" shall have the meaning attributed to it
          in Article 2.1;
     
     ( v) "Taxes" shall have the meaning attributed to it in
          Article 4.3.;
     
     ( w) "TC"  shall have the meaning attributed to it in
          Article 8.1;
     
     ( x) "Net Aircraft Purchase Price" shall have the meaning
          attributed to it in Article 5.3.;
     
     ( y) [     *
                                ]
     
     ( z) "Deposit" shall have the meaning attributed to it in
          Article 5.2.1.;
     
     (z.1)     "Technical Data" shall have the meaning attributed
          to it in Annex A Article 4.1;
     
     (z.2)     "Total Deposit)" shall have the meaning attributed
          to it in
          Article 5.2.1.b); and


1.5  All dollar amounts in this Agreement are in United States
     Dollars.


ARTICLE 2 - SUBJECT MATTER OF SALE

2.1  Subject to the provisions of this Agreement, BRAD will sell
     and Buyer will purchase thirty-three (33) Canadair Regional
     Jet aircraft model CL600-2B19 Version 200ER, manufactured
     pursuant to specification Number RAD-601R-146 Issue NC dated
     November 18, 1996, attached hereto as Appendix III, as that
     specification may be modified from time to time in
     accordance with this Agreement (the "Specification"), as
     supplemented to reflect the incorporation of the Buyer
     selected optional features ("Buyer Selected Optional
     Features") set forth in Appendix IV hereto (collectively the
     "Aircraft").



ARTICLE 3 - CUSTOMER SUPPORT SERVICES AND WARRANTY

3.1  BRAD shall provide to Buyer the customer support services
     pursuant to the provisions of Annex A attached hereto.

3.2  BRAD shall provide to Buyer the warranty and the service
     life policy described in Annex B attached hereto.

3.3  Unless expressly stated otherwise, the services referred to
     in 3.1 and 3.2 above are incidental to the sale of the
     Aircraft and are included in the Aircraft Purchase Price.

ARTICLE 4  -  PRICE

4.1       (a)  The base price for each of the Aircraft (excluding
          the Buyer Selected Optional Features) Ex Works
          (Incoterms 1990) BRAD's offices or premises in
          Montreal, Province of Quebec, Canada, is [     *
          
                 ] expressed
          in July 1, 1995 dollars.

          (b)  The base price of the Buyer Selected Optional
          Features, for the first through eighth Aircraft, is
          [     *
          
                 ] expressed in
           July 1, 1995 dollars.

          (c)  The base price of the Buyer Selcted Optional
          Features, for the ninth and subsequent Aircraft, is
          [     *
          
          
                 ] expressed in
          July 1, 1995 dollars.

     The Aircraft base price shall be the base price for the
     Aircraft as stated in paragraph (a), plus the base price of
     the Buyer Selected Optional Features as stated in paragraph
     (b) or (c), as applicable (the "Base Price").

4.2  The price of the Aircraft (the "Aircraft Purchase Price")
     shall be the Base Price adjusted to the date of delivery; to
     reflect economic fluctuations during the period from July 1,
     1995 to the respective delivery date of the Aircraft.  Such
     adjustments shall be based on the formula as found in
     Appendix I ("Economic Adjustment Formula").  [     *
     
     
     
                                          ]


     [     *
     
     
     
     
     
     
     
                                                       ]
          [     *
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                                                            ]
          [     *
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                                                              ]

4.3  Upon the occurrence of events as described in this paragraph
     4.3, there will be adjustments as follows:

     4.3.1     In the event that BRAD and Buyer agree to any
          changes in the Specification or selected optional
          features, or should changes in the Specification or
          selected optional features be made pursuant to Article
          11.1 or as a result of any Regulatory Changes pursuant
          to Article 8.4 which are chargeable to Buyer pursuant
          to Article 8.5, or in the event that BRAD and Buyer
          agree to any [     *
          
                                                    ]
     
     4.3.2     The [     *                                      ]
          adjustment shall be based
          on the projected index rate for the agreed delivery
          month as identified in Attachment 1 to Appendix I.
     
     4.3.3     The Credit Memorandum adjustment shall be in
          accordance with the terms of Letter Agreement No. 1B.
     
4.3.4     [     *




             ]
     
     4.3.5     In the event of a Non-Excusable Delay, the
          provisions of Article 14.2 shall apply.


4.4  The Aircraft Purchase Price does not include any taxes, fees
     or duties including, but not limited to, sales, use, value
     added (including the Canadian Goods and Services Tax),
     personal property, gross receipts, franchise, excise taxes,
     assessments or duties ("Taxes") which are or may be imposed
     by law upon BRAD, any affiliate of BRAD, Buyer or the
     Aircraft whether or not there is an obligation for BRAD to
     collect same from Buyer, by any taxing authority or
     jurisdiction occasioned by, relating to or as a result of
     the execution of this Agreement or the sale, lease,
     delivery, storage, use or other consumption of any Aircraft,
     BFE or any other matter, good or service provided under or
     in connection with this Agreement.

4.5  If any Taxes (other than income taxes charged on the income
     of Bombardier Group) are imposed upon Buyer or become due or
     are to be collected from Bombardier Group by any taxing
     authority resulting from, relating to or in connection with
     the execution of this Agreement, the sale, lease, delivery,
     storage, use or other consumption of any Aircraft, BFE or
     any other matter, goods or services provided for under this
     Agreement, BRAD shall notify Buyer and Buyer shall promptly,
     but no later than ten (10) working days after receiving such
     notice, pay such Taxes directly to the taxing authority, or
     reimburse BRAD for such Taxes, as the case may be, including
     interest and penalties.  Buyer shall only reimburse BRAD for
     interest and penalties if BRAD notifies Buyer in writing of
     the imposition of these Taxes within ten (10) working days
     of the member of Bombardier Group receiving written
     notification of such Taxes.

4.6  Upon BRAD's request, Buyer shall execute and deliver to BRAD
     any documents that BRAD deems necessary or desirable in
     connection with any exemption from or reduction of or the
     contestation of or the defense against any imposition of
     Taxes.

4.7  Upon Buyer's request, BRAD shall execute and deliver to
     Buyer any documents that Buyer deems necessary or desirable
     in connection with any exemption from or reduction of or the
     contestation of or the defense against any imposition of
     Taxes.
ARTICLE 5  -  PAYMENT

5.1  Intentionally left blank.

5.2  Deposit

     5.2.1     The deposit for the Aircraft (the "Deposit") will
     be paid as follows:

          a)   Four Million ($4,000,000 U.S.) United States
          Dollars on the business day following execution of the
          Agreement, and

          b)   Eleven Million ($ 11,000,000 U.S.) United States
          Dollars on or before April 1, 1997.

               The total sum of Fifteen Million ($15,000,000
          U.S.) United States Dollars (the "Total Deposit") will
          be retained by BRAD [     *
          
          
          
          
          
          
          
                ]

               [     *
          
          
                     ]

             [     *                         
                                             
                                             
                                             
                                             
                                             
                                             
                                                           ]
                                             


5.2.2     Notwithstanding the provisions of Article 5.2.1 (b)
     above, should Buyer not be in a position to provide the
     total Eleven Million ($ 11,000,000 U.S.) United States
     Dollars referred to in Article 5.2.1 (b) by April 1, 1997,
     [     *
     
                                                               ]
     any
      remaining portion of the Deposit then due, up to a sum of
     Eleven Million ($11,000,000 U.S.) United States Dollars.

     [     *
                                                              ]
     Buyer
     agrees to pay BRAD the Deposit or the remaining portion
     thereof, by issuing an assignable promissory note payable on
     July 15, 1997.  The promissory note shall bear interest at
     an annual interest rate of [     *              ] per annum
     calculated and compounded monthly for any such outstanding
     balance of the Deposit, from April 1, 1997, and up to and
     including the day prior to receipt of such payment.


5.3  Payment Terms

     Buyer shall pay BRAD on or before the Delivery Date either
     i) the Aircraft Purchase Price of such Aircraft less the
     amount of the applicable Credit Memorandum as set out in
     Letter Agreement No. 1, which will be credited by BRAD
     toward the Aircraft Purchase Price, [     *
     
     
      ] such
     amount being the "Net Aircraft Purchase Price".

5.4  Subject to the provisions of Article 9.9 hereof, should
     Buyer fail to make any of the aforementioned Deposit
     payments on or before the stipulated date and Buyer does not
     correct the default within a period of thirty (30) days
     thereafter, this Agreement shall automatically terminate and
     BRAD shall have no further obligation to Buyer under this
     Agreement, including the obligation to proceed further with
     the manufacture of the Aircraft on behalf of Buyer or the
     sale and/or delivery of the Aircraft to Buyer.  BRAD shall
     have the option (but not the obligation) of waiving such
     termination should Buyer make arrangements satisfactory to
     BRAD for such payment and all future payments within ten
     (10) calendar days of Buyer's default.

5.5  Buyer shall pay BRAD daily interest on late payments, from
     the date that any payment becomes due up to and including
     the day prior to receipt of payment, at a rate of two per
     cent (2 %) per annum over the U.S. prime rate charged by the
     Chase Manhattan Bank, New York Branch, or its successor,,
     from time to time, calculated and compounded monthly. BRAD's
     right to receive such interest is in addition to any other
     right or remedy BRAD has at law as a result of Buyer's
     failure to make payments when due.

5.6  If under any terms of the Agreement BRAD is obligated to
     return the Deposit or make other payments if applicable to
     Buyer, with or without interest as provided for herein, BRAD
     shall do so within five (5) working days , and if BRAD fails
     to do so, BRAD shall pay Buyer daily interest on late
     payments from the date any payment becomes due up to and
     including the day prior to receipt of payment, at a rate of
     two per cent
     (2 %) per annum over the U.S. prime rate charged from time
     to time by the Chase Manhattan Bank, New York Branch, or its
     successor, calculated and compounded monthly.  The five (5)
     days grace period mentioned above shall not apply to return
     of Deposits coincident with the return of the last six (6)
     Aircraft.

5.7  Buyer shall make all payments due under this Agreement in
     immediately available funds by deposit on or before the due
     date to BRAD's account in the following manner:

     (a)  Transfer to:        [     *
     
                                                       ]
     
     (b)  For credit to:      [     *
     
     

                                                       ]
     
     (c)  For further credit to:   [     *

                                                  ]



     BRAD shall make all payments due under this Agreement in
     immediately available funds by deposit on or before the due
     date to Buyer's account as specified below:

          Account Name:  [     *          ]

          Bank Name:          [     *
                                          ]

          Account No.:        [     *          ]

          Bank ABA:      [     *          ]



5.8  All other amounts due with respect to each Aircraft shall be
     paid on or prior to the Delivery Date of the respective
     Aircraft.

5.9  All payments provided for under this Agreement to either
     party shall be made so as to be received in immediately
     available funds on or before the dates stipulated herein.
     Neither party shall incur interest charges for any delay
     which occurs after provision of a proof of transfer from
     that party's bank.

5.10 BRAD, or its affiliate to whom the Aircraft may have been
     sold, shall remain the exclusive owner of the Aircraft, free
     and clear of all rights, liens, charges or encumbrances
     created by or through Buyer, until such time as all payments
     referred to in this Article 5 have been made.


ARTICLE 6  -  DELIVERY PROGRAM

6.1  The Aircraft shall be offered for inspection and acceptance
     to Buyer at BRAD's facility in Montreal, Quebec during the
     months set forth in Appendix II attached hereto (the
     "Scheduled Delivery Dates").


ARTICLE 7  -  BUYER INFORMATION

7.1  During the manufacture of the Aircraft, Buyer shall provide
     to BRAD on or before the date required by BRAD, all
     information as BRAD may reasonably request to manufacture
     the Aircraft including, without limitation, the selection of
     furnishings, internal and external colour schemes.

     On or before January 31, 1997, Buyer will:

     (a)  provide BRAD with an external paint scheme agreed on by
     the parties; and

     (b)  select interior colours (from BRAD's standard colours).

     Failure of Buyer to substantially comply with these
     requirements may result in a reasonable increase in price,
     as applicable, a delay in delivery of the Aircraft, or both.

ARTICLE 8  -  CERTIFICATION FOR EXPORT

8.1  BRAD has obtained and will continue to have on each Delivery
     Date from Transport Canada ("TC"), a valid TC Type Approval
     (Transport Category) and from the Federal Aviation
     Administration of the United States ("FAA") an FAA Type
     Certificate for the type of aircraft purchased under this
     Agreement.

8.2  BRAD shall provide to Buyer a TC Certificate of
     Airworthiness (Transport Category) for export, on or before
     the Delivery Date with respect to each Aircraft.

8.3  The obtaining of any import license or authority required to
     import or operate the Aircraft into any country outside of
     Canada shall be the responsibility of Buyer. BRAD will,
     assist Buyer in obtaining import permits and licenses.  BRAD
     shall,  with Buyer's assistance, obtain the issuance of a
     Canadian export license to enable Buyer to export the
     Aircraft from Canada, subject to prevailing export control
     regulations in effect on the Delivery Date.  Except as
     provided in Articles 8.1, 8.2 and 8.3 BRAD shall not be
     obligated to obtain any other certificates or approvals as
     part of this Agreement.

8.4  If any addition or change to, or modification or testing of
     the Aircraft is required or will be required by the passage
     of time by any law or governmental regulation or requirement
     or interpretation thereof by any governmental agency having
     jurisdiction subsequent to the date of this Agreement but
     prior to the Delivery Date in order to meet the requirements
     of Article 8.2 (a "Regulatory Change"), such Regulatory
     Change shall be made to the Aircraft prior to Delivery Date,
     or at such other time after the Delivery Date as the parties
     may agree upon taking into account the terminating action
     deadline.

8.5  The Regulatory Change shall be made without additional
     charge to Buyer unless such Regulatory Change is:

          (a)  necessary to comply with any requirement of the
          United States, the country of import, which varies from
          or is in addition to its regulation, requirement or
          interpretation in effect on the date hereof for the
          issuance of a Certificate of Airworthiness in said
          country of import (unless such requirement has been
          imposed to correct a defect specific to the Aircraft or
          to the Canadair Regional Jet fleet of aircraft), in
          which case Buyer shall pay BRAD's reasonable charges
          for such Regulatory Change, or

          (b)  required by any governmental law or regulations or
          interpretation thereof promulgated by TC or the FAA
          which is effective subsequent to the date of this
          Agreement but before the Delivery Date and which is
          applicable to all aircraft in general or to all
          aircraft of the same category as the Aircraft, in which
          case Buyer shall pay BRAD's reasonable charges for such
          Regulatory Change incorporated in any such Aircraft.

8.6  If delivery of the Aircraft is delayed by the incorporation
     of any Regulatory Change, such delay shall be an Excusable
     Delay within the meaning of Article 13 subject to the
     limitations therein.  Notwithstanding the provision of
     Article 13.2(b), should the Regulatory Change be required to
     correct a defect specific to the Aircraft or to the Canadair
     Regional Jet fleet of aircraft, [     *
     
                                          ]

8.7  BRAD shall issue a Change Order, reflecting any Regulatory
     Change required to be made under this Article 8, which shall
     set forth in detail the particular changes to be made and
     the effect, if any, of such changes on design, performance,
     weight, balance, time of delivery, Base Price, the Aircraft
     Purchase Price, [     *
     
                             ] all in accordance with this
     Agreement.  Any Change Orders issued pursuant to this
     Article shall be effective and binding upon the date of
     BRAD's transmittal of such Change Order, all in accordance
     with this Agreement.  Although Buyer's consent to said
     Change Order is not required, BRAD agrees to consult with
     Buyer regarding the change proposed by BRAD to implement
     such Regulatory Change.

8.8  If the use of any of the certificates identified in this
     Article 8 are discontinued during the performance of this
     Agreement, reference to such discontinued certificate shall
     be deemed a reference to any other certificate or instrument
     which corresponds to such certificate or, if there should
     not be any such other certificate or instrument, then BRAD
     shall be deemed to have obtained such discontinued
     certificate(s) upon demonstrating that the Aircraft complies
     substantially with the Specification.

ARTICLE 9  -  ACCEPTANCE PROCEDURE

9.1  No later than
     [     *
                                   BRAD
     shall inform Buyer by facsimile or telegraphic communication
     or other expeditious means, of the projected week of
     delivery within the delivery month

     BRAD shall give Buyer at least [     *                   ]
     advance notice, by facsimile or
     telegraphic communication or other expeditious means, of the
     projected date of readiness of each Aircraft for inspection
     and delivery.  BRAD and Buyer shall then agree on a mutually
     acceptable targeted delivery schedule within the delivery
     month.

     BRAD shall give Buyer at least
     [     *                                       ] advance
     notice, by
     facsimile or telegraphic communication or other expeditious
     means, of the date on which an Aircraft will be ready for
     Buyer's inspection, flight test and acceptance (the
     "Readiness Date"), which Readiness Date shall take into
     account the targeted delivery schedule mentioned above or
     such other date as the parties may have agreed upon.

9.2  Within two (2) days following receipt by Buyer of the notice
     of Readiness Date Buyer shall:

          (a)  provide notice to BRAD as to the source and method
          of payment of the balance of the Aircraft Purchase
          Price;

          (b)  identify to BRAD the names of Buyer's
          representatives who will participate in the inspection,
          flight test and acceptance; and

          (c)  provide evidence of the authority of the
          designated persons to execute the Certificate of
          Acceptance and other delivery documents on behalf of
          Buyer.

9.3  Buyer shall have three (3) consecutive working days
     commencing on the Readiness Date in which to complete the
     inspection and flight test (such three (3) working day
     period being the "Acceptance Period").  This three (3) day
     period may be extended in the event of any delay by BRAD in
     making the Aircraft available for inspection and flight
     test.

9.4  Up to four (4) representatives of Buyer may participate in
     Buyer's ground inspection of the Aircraft and two (2)
     representatives of Buyer may participate in the flight test.
     BRAD shall, if requested by Buyer, perform an acceptance
     flight of not less than one (1) and not more than three (3)
     hours duration.  Ground inspection, in accordance with
     procedures to be mutually agreed to, and flight test shall
     be conducted in accordance with BRAD's acceptance procedures
     (a copy of which shall be provided to Buyer at least 30 days
     prior to the Scheduled Delivery Date of the First Aircraft
     hereunder), as may be amended by mutual agreement of Buyer
     and BRAD, and at BRAD's expense. At all times during ground
     inspection and flight test, BRAD shall retain control over
     the Aircraft.

9.5  If no Aircraft defect or discrepancy is revealed during the
     ground inspection or flight test, Buyer shall accept the
     Aircraft on or before the last day of the Acceptance Period
     in accordance with the provisions of Article 9.7.

9.6  If any material defect or discrepancy in the Aircraft is
     revealed by Buyer's ground inspection or flight test, the
     defect or discrepancy will promptly be corrected by BRAD, at
     no cost to Buyer, which correction may occur during or after
     the Acceptance Period depending on the nature of the defect
     or discrepancy and of the time required for correction.  To
     the extent necessary to verify such correction, BRAD shall
     perform one (1) or more further acceptance flights or ground
     inspections as applicable.  Notwithstanding the provisions
     of Article 4.2, should the Delivery Date of an Aircraft
     occur in the month subsequent to the Scheduled Delivery Date
     due to the correction of defects or discrepancies, [     *
     
                               ]

9.7  Upon completion of the ground inspection and acceptance
     flight of the Aircraft and correction of any defects or
     discrepancies:

          (a)  Buyer will sign a Certificate of Acceptance (in
          the form of Exhibit I hereto) for the Aircraft.
          Execution of the Certificate of Acceptance by or on
          behalf of Buyer shall be evidence of Buyer having
          examined the Aircraft and found it in accordance with
          the provisions of this Agreement.  The date of
          signature of the Certificate of Acceptance shall be the
          "Acceptance Date";

          (b)  BRAD will supply a TC Certificate of Airworthiness
          for Export; and

          (c)  Buyer shall pay BRAD the balance of
          [     *                                         ] and
          any other amounts due, at which time BRAD shall issue
          an FAA bill of sale and a warranty bill of sale in a
          form acceptable to BRAD and financiers (substantially
          in accordance with the forms attached as Exhibit II(a)
          and Exhibit II(b) hereto), passing to Buyer, or
          approved assignee pursuant to Article 20, good title to
          the Aircraft free and clear of all liens, claims,
          charges and encumbrances except for those liens,
          charges or encumbrances created by or claimed through
          Buyer (the "Bill of Sale").  The date on which BRAD
          delivers the Bill of Sale and Buyer takes delivery of
          the Aircraft shall be the "Delivery Date".

     Delivery of the Aircraft shall be evidenced by the execution
     and delivery of the Bill of Sale and of the Certificate of
     Receipt of Aircraft (in the form of Exhibit III hereto).

9.8  Provided that BRAD has met all of its obligations under this
     Article 9, should Buyer not accept, pay for (subject to
     Letter Agreement No. 7) and take delivery of any of the
     Aircraft within ten (10) calendar days after the end of the
     Acceptance Period of such Aircraft, Buyer shall be deemed to
     be in default of the terms of this Agreement [     *
     
                                  ]

9.9  Should the Buyer be in default pursuant to Article 9.8
     hereof, Buyer shall promptly, upon demand, reimburse BRAD
     for all costs and expenses reasonably incurred by BRAD as a
     result of such Buyer's failure to accept or take delivery of
     the Aircraft, including but not limited to reasonable
     amounts for storage, insurance, taxes, preservation or
     protection of the Aircraft, and provided that BRAD has met
     all of its obligations under this Article 9, should Buyer
     not accept, pay for and/or take delivery of any one of the
     Aircraft within [     *
                        ] following the end of the Acceptance
     Period, BRAD may, at its option, terminate the present
     Agreement with respect to any of the undelivered Aircraft.
     BRAD shall however, have the option (but not the obligation)
     of waiving such termination should Buyer, within ten (10)
     calendar days following such termination, make arrangements
     satisfactory to BRAD to accept delivery and provide payment
     for all amounts owing or to become due pursuant to this
     Agreement.


ARTICLE 10  -  TITLE AND RISK

10.1 Title to the Aircraft and risk of loss of or damage to the
     Aircraft passes to Buyer when BRAD presents the Bill of Sale
     to Buyer on the Delivery Date.

10.2 If, after transfer of title on the Delivery Date, the
     Aircraft remains in or is returned to the care, custody or
     control of BRAD, Buyer shall retain risk of loss of, or
     damage to the Aircraft and for itself and on behalf of its
     insurer(s) hereby waives and renounces to, and releases BRAD
     and any of BRAD's affiliates from any claim, whether direct,
     indirect or by way of subrogation, for damages to or loss of
     the Aircraft arising out of, or related to, or by reason of
     such care, custody or control
     [     *                                                  ]

ARTICLE 11  -  CHANGES

11.1 Other than a Permitted Change as described in Article 11.2,
     or a Regulatory Change as described in Article 8.4, any
     change to this Agreement (including without limitation the
     Specification) or any features or Buyer Furnished Equipment
     ("BFE"), if any, changing the Aircraft from that described
     in the Specification attached hereto, and as may be mutually
     agreed upon by the parties hereto, shall be made using a
     change order ("Change Order") substantially in the format of
     Exhibit IV hereto.  Should Buyer request a change, BRAD
     shall advise Buyer,  to the extent reasonably practical, of
     the effect, if any, of such change request on:

          (a)  the Scheduled Delivery Date;

          (b)  the price and payment terms applicable to the
          Change Order; and

          (c)  any other material provisions of this Agreement
          which will be affected by the Change Order.

     Such Change Order shall become effective and binding on the
     parties hereto when signed by a duly authorized
     representative of each party.

11.2 BRAD, prior to the Delivery Date and without a Change Order
     or Buyer's consent, may:

          (a)  substitute the kind, type or source of any
          material, part, accessory or equipment with any other
          material, part, accessory or equipment of like,
          equivalent or better kind or type; or

          (b)  make such change or modification to the
          Specification as it deems appropriate to:

               1)   improve the Aircraft, its maintainability or
          appearance, or
               2)   to prevent delays in manufacture or delivery,
          or
                    3)   to meet the requirements of Articles 2
               and 8, other than for a Regulatory Change to which
               the provisions of Articles 8.4 and 8.5 shall
               apply,

     provided that such substitution, change or modification
     shall not affect the Aircraft Purchase Price or materially
     affect the Scheduled Delivery Date,
     [     *
     
                     ]  Any change made in accordance with the
     provisions of this Article 11.2 shall be deemed to be a
     "Permitted Change" and the cost thereof shall be borne by
     BRAD.
ARTICLE 12  -  BUYER'S REPRESENTATIVES AT MANUFACTURE SITE

12.1 From time to time, commencing with the date of this
     Agreement and ending with the Delivery Date of the last
     Aircraft purchased hereunder, BRAD shall furnish, without
     charge, office space at BRAD's facility for one (1)
     representative of Buyer.  Buyer shall be responsible for all
     expenses of its representative and shall notify BRAD at
     least thirty (30) calendar days prior to the first scheduled
     visit of such representative and three (3) days for each
     subsequent visit.

12.2 BRAD's and BRAD's affiliates facilities shall be accessible
     to Buyer's representative during normal working hours.
     Buyer's representative shall have the right to periodically
     observe the work at BRAD's or BRAD's affiliates' facilities
     where the work is being carried out provided there shall be
     no disruption in the performance of the work.

12.3 BRAD shall advise Buyer's representative of BRAD's or BRAD's
     affiliates' rules and regulations applicable at the
     facilities being visited and Buyer's representative shall
     conform to such rules and regulations.

12.4 At any time prior to delivery of the Aircraft, Buyer's
     representative may request, in writing, correction of parts
     or materials which they reasonably believe are not in
     accordance with the Specification.  BRAD shall provide a
     written response to any such request. Communication between
     Buyer's representative and BRAD shall be solely through
     BRAD's Contract Department or its designate.

12.5 BUYER HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND
     HOLD HARMLESS BRAD, ITS ASSIGNEES AND AFFILIATES AND THEIR
     OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND CONTRACTORS FROM
     AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND
     EXPENSES RESULTING FROM INJURIES TO OR DEATH OF BUYER'S
     REPRESENTATIVES WHILE AT BRAD'S OR BRAD'S AFFILIATES OR
     SUBCONTRACTOR'S FACILITIES AND/OR DURING INSPECTION, FLIGHT
     TEST OR ACCEPTANCE OF THE AIRCRAFT, WHETHER OR NOT CAUSED BY
     THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT PRODUCTS
     LIABILITY OF BRAD, ITS ASSIGNEES, AFFILIATES OR THEIR
     OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR CONTRACTORS
     [     *
     
                                           ]


12.6 [     *
     ]
     
     
     
     
     
     
     
     
     
     
     
     
     

ARTICLE 13  -  EXCUSABLE DELAY

13.1.1    In the event of a delay on the part of BRAD in the
     performance of its obligations or responsibilities under the
     provisions of this Agreement due directly or indirectly to a
     cause which is beyond the reasonable control or without the
     fault or negligence of BRAD (an "Excusable Delay"), BRAD
     shall not be liable for, nor be deemed to be in default
     under this Agreement on account of such delay in delivery of
     the Aircraft or other performance hereunder and the time
     fixed or required for the performance of any obligation or
     responsibility in this Agreement shall be extended for a
     period equal to the period during which any such cause or
     the effect thereof persist.  Excusable Delay shall be deemed
     to include, without limitation, delays occasioned by the
     following causes:

          (a)  force majeure or acts of God;
          (b)  war, warlike operations, act of the enemy, armed
          aggression, civil commotion, insurrection, riot or
          embargo;
          (c)  fire, explosion, earthquake, lightning, flood,
          draught, windstorm or other action of the elements or
          other catastrophic or serious accidents;
          (d)  epidemic or quarantine restrictions;
          (e)  any legislation, act, order, directive or
          regulation of any governmental or other duly
          constituted authority;
          (f)  strikes, lock-out, walk-out, and/or other labour
          troubles causing cessation, slow-down or interruption
          of work;
          (g)  lack or shortage or delay in delivery of supplies,
          materials, accessories, equipment, tools or parts,
          [     *
                          ]
          (h)
          [     *
                          ] delay or failure of carriers,
          subcontractors or suppliers for any reason whatsoever;
          or
          (i)  delay in obtaining any airworthiness approval or
          certificate, or any equivalent approval or
          certification, by reason of any law or governmental
          order, directive or regulation or any change thereto,
          or interpretation thereof, by a governmental agency,
          the effective date of which is subsequent to the date
          of this Agreement, or by reason of any change or
          addition made by BRAD or its affiliates or requested by
          a governmental agency to the compliance program of BRAD
          or of its affiliate, or any part thereof, as same may
          have been approved by TC, or change to the
          interpretation thereof to obtain any such airworthiness
          approval or certificate; or
          (j)  the incorporation of a Regulatory Change as set
          out in Article 8.

13.1.2    [     *
     
     
     
     






                                              ]

13.2      (a)  If BRAD concludes, based on its appraisal of the
          facts and normal scheduling procedures, that due to
          Excusable Delay it can be reasonably anticipated that
          delivery of the Aircraft will be delayed, BRAD shall
          give prompt written notice to Buyer of such delay.
          BRAD and Buyer agree to collaborate and to use their
          reasonable efforts to mitigate the impact of such
          delays upon the parties.

          (b)  If, as a result of an Excusable Delay, delivery of
          the Aircraft will be delayed to a date beyond the
          originally Scheduled Delivery Date or any revised date
          previously agreed to in writing by the parties, Buyer
          and BRAD agree, [     *
          
          
          
          
          ]

          (c)  In the event of an Excusable Delay
          [     *                                           ] or
          an
          anticipated Excusable Delay
          [     *
                       ]
          shall conduct an appraisal of the facts and normal
          scheduling procedures, and if it concludes that
          delivery of one or more of the Aircraft will be delayed
          for [     *                                           ]
          after the originally Scheduled
          Delivery Date or any revised date agreed to in writing
          by the parties, [     *
          
                                    ] may then terminate this
          Agreement with respect to such delayed Aircraft by
          giving written notice [     *
          
                                                             ]

          (d)  If, due to Excusable Delay
          [     *                                        ]
          delivery of any Aircraft is delayed for
          [     *                                       ] after
          the Scheduled Delivery Date, either party may terminate
          this Agreement with respect to  such Aircraft by giving
          written notice to the other within fifteen (15)
          business days after the expiration of such
          [     *                   ]period.
13.3 Termination under Article 13.2 shall discharge all
     obligations and liabilities of Buyer and BRAD hereunder with
     respect to such delayed Aircraft and all related undelivered
     items and services, [     *
     
                                 ] BRAD shall, within [     *
                                    ] such termination, repay to
     Buyer, and BRAD's sole liability
     and responsibility shall be limited to the repayment to
     Buyer, of all deposits for such Aircraft received by BRAD
     less any amount due by Buyer to BRAD.

13.4 The termination rights set forth in Article 13.2 are in
     substitution for any and all other rights of termination or
     contract lapse arising by operation of law in connection
     with Excusable Delays.


ARTICLE 14  -  NON-EXCUSABLE DELAY

14.1 If delivery of the Aircraft is delayed beyond the end of the
     Scheduled Delivery Date, by causes not excused under Article
     13.1, this shall constitute a non-excusable delay (a "Non-
     Excusable Delay").

14.2 If as a result of an Non-Excusable Delay, delivery of the
     Aircraft will be delayed to a date beyond the originally
     Scheduled Delivery Date or any revised date previously
     agreed to in writing by the parties, the Aircraft Purchase
     Price of the Aircraft at delivery, [     *
     
     
             ]


ARTICLE 15  -  LOSS OR DAMAGE

15.1 In the event that prior to the Delivery Date of any
     Aircraft, the Aircraft is lost, destroyed or damaged beyond
     repair due to any cause, BRAD shall promptly notify Buyer in
     writing.  Such notice shall specify the earliest date
     reasonably possible, consistent with BRAD's other
     contractual commitments and production schedule, by which
     BRAD estimates it would be able to deliver a replacement for
     the lost, destroyed or damaged Aircraft.  This Agreement
     shall automatically terminate as to such Aircraft unless
     Buyer gives BRAD written notice, within thirty (30) days of
     BRAD's notice, that Buyer desires a replacement for such
     Aircraft.  If Buyer gives such notice to BRAD, the parties
     shall execute an amendment to this Agreement which shall set
     forth the Delivery Date for such replacement aircraft and
     corresponding new replacement Aircraft Purchase Price;
     provided, however, that nothing herein shall obligate BRAD
     to manufacture and deliver such replacement aircraft if it
     would require the reactivation or acceleration of its
     production line for the model of aircraft purchased
     hereunder.  The terms and conditions of this Agreement
     applicable to the replaced Aircraft shall apply to the
     replacement aircraft.

15.2 If an Aircraft is lost, destroyed or damaged beyond repair
     as contemplated under this Article, due to a cause to which
     reference is made in  Article 13.1, and Buyer elects to
     purchase a replacement Aircraft, then [     *
     
     
                                            ]


ARTICLE 16  -  TERMINATION

16.1 This Agreement may be terminated, in whole or in part, with
     respect to any or all of the Aircraft before the Delivery
     Date by BRAD or Buyer by notice of termination to the other
     party upon the occurrence of any of the following events:

          (a)  a party makes an assignment for the benefit of
          creditors or admits in writing its inability to pay its
          debts or generally does not pay its debts as they
          become due; or

          (b)  a receiver or trustee is appointed for a party or
          for substantially all of such party's assets and, if
          appointed without such party's consent, such
          appointment is not discharged or stayed within [     *
          ]
          thereafter; or

          (c)  proceedings or action under any law relating to
          bankruptcy, insolvency or the reorganization or relief
          of debtors are instituted by or against a party, and,
          if contested by such party, are not dismissed or stayed
          within [     *
                                  ] thereafter; or

          (d)  any writ of attachment or execution or any similar
          process is issued or levied against a party or any
          significant part of its property and is not released,
          stayed, bonded or vacated within [     *          ]
          after its issue or levy.

16.2 In addition, this Agreement may be terminated, with respect
     to any or all undelivered Aircraft, in whole or in part,
     before the Delivery Date

          (a)  as otherwise provided in this Agreement; and

          (b)  by BRAD
          [     *                                     ] default
          or breach of any material term or condition of this
          Agreement and such party does not cure such default or
          breach within forty-five (45) calendar days after
          receipt of Notice from BRAD [     *             ]
          specifying such default or breach.

16.3 In case of termination of this Agreement under Articles 5.4,
     9.9, 16.1 or 16.2:

          (a)  all rights (including property rights), if any,
          which Buyer or its assignee may have or may have had in
          or to (i) this Agreement or portion thereof with
          respect to the undelivered Aircraft, or (ii) any or all
          of the undelivered Aircraft, shall become null and void
          with immediate effect;

          (b)  BRAD may sell, lease or otherwise dispose of such
          Aircraft to another party free of any claim by Buyer;

          (c)  in the event of termination by BRAD, all amounts
          paid by Buyer with respect to the applicable
          undelivered Aircraft shall be retained by BRAD and
          shall be applied against the costs, expenses, losses
          and damages incurred by BRAD as a result of Buyer's
          default and/or the termination of this Agreement, to
          which BRAD shall be entitled, [     *
          
          
          
             ]
          and

          (d)  [     *
          
          
               ]

16.4 Notwithstanding the foregoing, nothing herein contained
     shall, in the event of
     termination of this Agreement, limit
     [     *                             ] ongoing rights and
     obligations with respect to Aircraft delivered prior to the
     termination date, such as the after sale support obligations
     described in Annex A, the warranty provisions and Service
     Life Policy of Annex B and the obligation contained in
     Letters of Agreement where it is expressly provided that
     said obligations (or part thereof) shall survive
     termination, subject to any adjustments of said rights or
     obligations required to reflect the number of Aircraft in
     service, if applicable.

16.5 [     *
     
     
                    ]


ARTICLE 17  -  NOTICES

17.1 Any notice, request, approval, permission, consent or other
     communication ("Notice"), to be given or required under this
     Agreement shall be provided in writing, by registered mail,
     facsimile, courier, telegraphic or other electronic
     communication providing reasonable proof of transmission,
     except that no notice shall be sent by mail if disruption of
     postal service exists or is threatened either in the country
     of origin or of destination, by the party giving the Notice
     and shall be addressed as follows until changed by notice in
     writing:

     (a)  Notice to BRAD shall be addressed to:

                    Bombardier Inc.
                    Bombardier Regional Aircraft Division
                    123 Garratt Boulevard
                    Downsview, Ontario
                    Canada
                    M3K 1Y5
                    Attention:  Director Contracts

                    Telephone:     (416)375-4052
                    Telex:         06-22128
                    Facsimile:     (416) 375-4533

     (b)  Notice to Buyer shall be addressed to:

                    ATLANTIC COAST AIRLINES
                    515A Shaw Road,
                    Dulles, Virginia
                    U.S.A. 20166


                    Attention:     General Counsel

                    Telephone:     703-925-6000

                    Facsimile:     703-925-6294



17.2 Notice given in accordance with Article 17.1 shall be deemed
     sufficiently given to and received by the addressees:

          (a)  if delivered by hand, on the day when the same
          shall have been so delivered; or

          (b)  if mailed or sent by courier on the day indicated
          on the corresponding acknowledgment of receipt; or

          (c)  if sent by telex or facsimile on the day indicated
          by the acknowledgment or the answer back of the
          receiver in provable form.


ARTICLE 18  -  INDEMNITY AGAINST PATENT INFRINGEMENT

18.1 In the case of any actual or alleged infringement of any
     Canadian or United States patent or, subject to the
     conditions and exceptions set forth below, any patent issued
     under the laws of any other country in which Buyer from time
     to time may lawfully operate the Aircraft ("Other Patents"),
     by the Aircraft, or by any system, accessory, equipment or
     part installed in such Aircraft at the time title to such
     Aircraft passes to Buyer, BRAD shall indemnify, protect,
     hold harmless and defend (subject to applicable court
     procedures) Buyer from and against all claims, suits,
     actions, liabilities, damages and costs (including
     reasonable attorney fees
     [     *
                                                        ]
     resulting from the infringement, excluding any
     incidental or consequential damages (which include without
     limitation loss of revenue or loss of profit) and BRAD shall
     and as promptly as possible under the circumstances, at its
     option and expense:

          (a)  procure for Buyer the right under such patent to
          use such system, accessory, equipment or part; or

          (b)  replace such system, accessory, equipment or part
          with one of the similar nature and quality that is non-
          infringing; or

          (c)  modify such system, accessory, equipment or part
          to make same non-infringing in a manner such as to keep
          it otherwise in compliance with the requirements of
          this Agreement.

     BRAD's obligation hereunder shall extend to Other Patents
     only if from the time of design of the Aircraft, system,
     accessory, equipment or part until the alleged infringement
     claims are resolved:

          (d)  such other country and the country in which the
          Aircraft is permanently registered have ratified and
          adhered to and are at the time of the actual or alleged
          infringement contracting parties to the Chicago
          Convention on International Civil Aviation of December
          7, 1944 and are fully entitled to all benefits of
          Article 27 thereof; and

          (e)  such other country and the country of registration
          shall each have been a party to the International
          Convention for the Protection of Industrial Property
          (Paris Convention) or have enacted patent laws which
          recognize and give adequate protection to inventions
          made by the nationals of other countries which have
          ratified, adhered to and are contracting parties to
          either of the foregoing conventions.

18.2 The foregoing indemnity does not apply to BFE, or to
     avionics, engines or any system, accessory, equipment or
     part that was not manufactured to BRAD's detailed design or
     to any system, accessory, equipment or part manufactured by
     a third party to BRAD's detailed design without BRAD's
     authorization.  [     *
     
     
     
                   ]

18.3 Buyer's remedy and BRAD's obligation and liability under
     this Article are conditional upon (i) Buyer giving BRAD
     written notice within ten (10) days after Buyer receives
     notice of a suit or action against Buyer alleging
     infringement or within twenty (20) days after Buyer receives
     any other written claim of infringement (ii) Buyer uses
     reasonable efforts in full cooperation with BRAD to reduce
     or mitigate any such expenses, damages, costs or royalties
     involved, and (iii) Buyer furnishes promptly to BRAD all
     data, papers and records in its possession or control
     necessary or useful to resist and defend against such claim
     or suit.  BRAD may at its option conduct negotiations with
     any party claiming infringement and may intervene in any
     suit or action.  Whether or not BRAD intervenes, BRAD shall
     be entitled at any stage of the proceedings to assume or
     control the defense.  Buyer's remedy and BRAD's obligation
     and liability are further conditional upon BRAD's prior
     approval of Buyer's payment or assumption of any
     liabilities, expenses, damages, royalties or costs for which
     BRAD may be held liable or responsible.

18.4 THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BRAD AND
     REMEDIES OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND
     ACCEPTED BY BUYER TO BE IN LIEU OF AND IN SUBSTITUTION FOR,
     AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER
     INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BRAD AND OF ITS
     AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS,
     INCLUDING CLAIMS FOR DAMAGES, DIRECT, INCIDENTAL OR
     CONSEQUENTIAL, OF BUYER AGAINST BRAD AND ITS AFFILIATES
     EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH
     RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE
     AIRCRAFT OR ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR
     PART.


ARTICLE 19  -  LIMITATION OF LIABILITY AND INDEMNIFICATION

19.1 ANNEX B, EXCEPT AS OTHERWISE PROVIDED IN LETTERS OF
     AGREEMENT NO. 6, 8, 9 AND 15 HERETO, EXCLUSIVELY SETS FORTH
     BRAD'S OBLIGATIONS WITH RESPECT TO ANY NON-CONFORMANCE OF
     THE AIRCRAFT WITH THE SPECIFICATION OR ANY DEFECT IN THE
     AIRCRAFT AND THE OBLIGATIONS AND LIABILITIES OF BRAD UNDER
     THE AFORESAID ARE ACCEPTED BY BUYER TO BE EXCLUSIVE AND IN
     LIEU OF, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL
     OTHER REMEDIES, WARRANTIES, GUARANTEES, OBLIGATIONS,
     REPRESENTATIONS OR LIABILITIES, EXPRESS OR IMPLIED, OF BRAD
     AND ITS AFFILIATES WITH RESPECT TO DEFECTS IN EACH AIRCRAFT
     OR PART THEREOF, PRODUCT, DOCUMENT OR SERVICE DELIVERED OR
     PROVIDED UNDER THIS AGREEMENT, ARISING IN FACT, IN LAW, IN
     CONTRACT, IN TORT, OR OTHERWISE, INCLUDING, WITHOUT
     LIMITATION,

                    A.   ANY IMPLIED WARRANTY OF CONDITION OR
               MERCHANTABILITY OR FITNESS;

                    B.   ANY IMPLIED WARRANTY OR CONDITION
               ARISING FROM COURSE OF PERFORMANCE, COURSE OF
               DEALING OR USAGE OF TRADE;

                    C.   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM
               OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE
               ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT
               PRODUCTS LIABILITY OF BRAD OR ITS AFFILIATES, BY
               REASON OF THE DESIGN, MANUFACTURE, SALE, REPAIR,
               LEASE OR USE OF THE AIRCRAFT OR PRODUCT AND
               SERVICES DELIVERED HEREUNDER; AND

                    D.   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM
               OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT OR
               PART THEREOF, ANY BRAD PARTS, ANY POWER PLANT
               PARTS, ANY VENDOR PARTS, ANY SPARE PARTS OR ANY
               TECHNICAL DATA.

19.2 BUYER HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND
     HOLD HARMLESS BRAD, ITS SUBSIDIARIES, AFFILIATES,
     SUBCONTRACTORS AND LESSORS, AND THEIR RESPECTIVE EMPLOYEES,
     DIRECTORS, OFFICERS AND AGENTS, AND EACH OF THEM (THE
     "INDEMNIFIED PARTIES"), FROM AND AGAINST ALL LIABILITIES,
     CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES FOR LOSS OF OR
     DAMAGE TO PROPERTY INCLUDING ANY AIRCRAFT, AND LOSS OF USE
     THEREOF, OR INJURIES TO OR DEATH OF ANY AND ALL PERSONS
     (INCLUDING BUYER'S DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES
     BUT EXCLUDING BRAD'S DIRECTORS, OFFICERS, AGENTS AND
     EMPLOYEES), ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN
     CONNECTION WITH ANY SERVICE PROVIDED UNDER ANNEX A WHETHER
     OR NOT CAUSED BY THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE
     OR STRICT PRODUCTS LIABILITY OF THE INDEMNIFIED PARTIES.
     THE FOREGOING SHALL NOT APPLY WHERE SUCH LOSSES OR DAMAGES
     ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
     THE INDEMNIFIED PARTIES.

19.3 NOTHING CONTAINED IN ARTICLE 19.1 OR 19.2 ABOVE SHALL
     CONSTITUTE A WAIVER OR RELEASE OR RENUNCIATION OF, OR
     INDEMNITY FOR, ANY LOSSES, DAMAGES OR CLAIMS, BY BUYER
     AGAINST BRAD FOR CONTRIBUTION TOWARD THIRD-PARTY BODILY
     INJURY OR PROPERTY DAMAGE CLAIMS BASED ON PRODUCT LIABILITY
     THEORIES TO THE EXTENT OF BRAD'S RELATIVE PERCENTAGE OF THE
     TOTAL FAULT OR OTHER LEGAL RESPONSIBILITY OF PERSONS CAUSING
     SUCH BODILY INJURY OR PROPERTY DAMAGE.

19.4 IN THE EVENT OF ANY LOSSES OR DAMAGES SUFFERED BY ANYONE FOR
     OR ARISING OUT OF  (i) ANY LACK OR LOSS OF USE OF ANY
     AIRCRAFT, EQUIPMENT, BRAD PARTS, VENDOR PARTS, SPARE PARTS,
     GROUND SUPPORT EQUIPMENT, TECHNICAL PUBLICATIONS OR DATA OR
     (ii) ANY SERVICES TO BE PROVIDED HEREUNDER, OR  (iii) FOR
     ANY FAILURE TO PERFORM ANY OBLIGATIONS HEREUNDER, NEITHER
     PARTY SHALL HAVE ANY OBLIGATION FOR LIABILITY TO THE OTHER
     (AT LAW OR IN EQUITY), WHETHER ARISING IN CONTRACT
     (INCLUDING WITHOUT LIMITATION, WARRANTY), IN TORT (INCLUDING
     THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT PRODUCTS
     LIABILITY OF BRAD OR ITS AFFILIATES), OR OTHERWISE, FOR LOSS
     OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INDIRECT,
     INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR
     NATURE.

ARTICLE 20  -  ASSIGNMENT

This Agreement may be assigned only as follows:

20.1 Either party may assign, sell, transfer or dispose of (in
     whole or in part) any of its rights and obligations
     hereunder to a wholly owned subsidiary or affiliate provided
     that there is no increase to the liability and/or
     responsibility of the non-assigning party and that the
     assigning party remains jointly and severally liable with
     any assignee for the performance of its obligation under
     this Agreement.

20.2 With the other party's prior written consent not to be
     unreasonably withheld, either party may assign, sell,
     transfer or dispose of (in whole or in part) any of its
     rights and obligations hereunder to another entity only
     provided that (i) [     *
     
     
             ]
     (ii) there is no increase to the liability and/or
     responsibility of the non assigning party, (iii) assigning
     party remains jointly and severally liable with any assignee
     for the performance of its obligation under this Agreement,
     (iv) the assignment is made only for operational and
     financial considerations, (v) the assignee shall execute a
     confidentiality agreement prohibiting the disclosure of
     confidential information, and (vi) [     *
     
     
     
             ]

20.3 With BRAD's prior written consent, not to be unreasonably
     withheld, Buyer may assign, sell, transfer or dispose of (in
     whole or in part) any of its rights and obligations
     hereunder to another entity to which Buyer does not hold
     majority interest provided that   (i) there is no increase
     to the liability and/or responsibility of BRAD,   (ii) the
     Buyer remains jointly and severally liable with any assignee
     for the performance of its obligation under this Agreement,
     (iii) the assignment is made only for operational and
     financial considerations,   (iv) the shareholders (other
     than shareholders purchasing stock through arms length,
     publicly traded transactions) or owners of assignee, other
     than Buyer, are not engaged in air transportation, (v) the
     assignee operates or is to operate its business in a fashion
     that is generally held out and structured to be perceived by
     people knowledgeable in the industry to be closely
     affiliated with Buyer or Buyer's parent, (vi) the assignee
     shall execute a confidentiality agreement prohibiting the
     disclosure of confidential information, and (vii) the
     assignee does not compete with the Bombardier Group with
     respect to the manufacture of aircraft.

20.4 Except as provided in Articles 20.1, 20.2 and 20.3, Buyer
     shall not assign, sell, transfer or dispose of (in whole or
     in part) any of its rights or obligations hereunder without
     BRAD's prior written consent, such consent not to be
     unreasonably withheld.  In the event of such assignment,
     sale, transfer or disposition Buyer shall remain jointly and
     severally liable with any assignee for the performance of
     all and any of Buyer's obligations under this Agreement and
     BRAD reserves the right as a condition of its consent to
     amend one or more of the terms and conditions of this
     Agreement.

20.5 Notwithstanding Article 20.4 above, Buyer may assign, after
     transfer of title of the Aircraft, its rights under the
     Agreement to a third party purchaser of any one of the
     Aircraft, provided said third party acknowledges in writing
     to be bound by the applicable terms and conditions of this
     Agreement, including but not limited to the provisions and
     limitations as detailed Annex A, Customer Support Services,
     Annex B, Warranty and Service Life Policy and of the
     provisions and limitations in Limitation of Liability as
     defined in Article 19 hereof and Indemnity Against Patent
     Infringement as defined in Article 18 hereof and any other
     on-going obligations of Buyer, which shall apply to it to
     the same extent as if said third party was Buyer hereunder
     and provided that there is no increase to the liability
     and/or responsibility of BRAD.

20.6 BRAD may assign any of its rights to receive money hereunder
     without the prior consent of Buyer.

20.7 Notwithstanding the other provisions of this Article 20,
     BRAD shall, at Buyer's cost and expense, if so requested in
     writing by Buyer, take any action reasonably required for
     the purpose of causing any of the Aircraft to be subjected
     (i) to, at or after the Delivery Date, an equipment trust,
     conditional sale or lien, leases and mortgages, or (ii) to
     another arrangement for the financing of the Aircraft by
     Buyer, providing, however, there shall be no increase to the
     liability and/or responsibility of BRAD arising through such
     financing.
ARTICLE 21  -  SUCCESSORS

21.1 This Agreement shall inure to the benefit of and be binding
     upon each of BRAD and Buyer and their respective successors
     and permitted assignees.

21.2 As used herein, reference to an airworthiness authority such
     as Transport Canada and the FAA, to a regulation or
     directive issued by such airworthiness authority or other
     governmental authority, shall include any successor to such
     authority then responsible for the duties of such authority
     and regulation or directive covering the same subject
     matters.



ARTICLE 22  -  APPLICABLE LAWS

22.1 THIS AGREEMENT SHALL BE SUBJECT TO AND CONSTRUED IN
     ACCORDANCE WITH AND THE RIGHTS OF THE PARTIES SHALL BE
     GOVERNED BY THE DOMESTIC LAWS OF THE STATE OF NEW YORK,
     U.S.A., EXCLUDING THE CHOICE OF LAW RULES, AND THE PARTIES
     HAVE AGREED THAT THE APPLICATION OF THE UNITED NATIONS
     CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS
     IS HEREBY EXCLUDED.

22.2 Each of Buyer and BRAD agrees that any legal action or
     proceeding with respect to this Agreement may be brought in
     the Federal Courts of the United States of America in the
     Southern District Courts of New York or in the Supreme
     Courts of the State of New York in the County of New York
     and by the execution and delivery of this Agreement
     irrevocably consents and submits to the nonexclusive
     jurisdiction of each of the aforesaid court in personam with
     respect to any such action or proceeding and irrevocably
     waive any objection either party may have as to venue or any
     such suit, action or procedure brought in such court or that
     such court is an inconvenient forum.  Nothing in this
     paragraph shall affect the right of any party hereto or
     their successors or assigns to bring any action or
     proceeding against the other party hereto or their property
     in the courts of other jurisdictions.



ARTICLE 23  -  CONFIDENTIAL NATURE OF AGREEMENT

23.1 This Agreement is confidential between the parties and shall
     not, without the prior written consent of the other party,
     be disclosed by either party in whole or in part to any
     other person or body except:

          i)   as may be necessary for either party to carry out
               its obligations under this Agreement or other
               agreements related to this Agreement to which it
               is a party, and
          
          ii)  as may be required by law, and
          
          iii) [     *
               
               
               
               
               
               
               
               
               
                                        ]

23.2 Except as may be reasonably required for the operation,
     maintenance, overhaul, modification, storage and repair of
     the Aircraft by Buyer or any third party, Buyer shall hold
     confidential all Technical Data and other proprietary
     information (and so marked by BRAD) supplied by or on behalf
     of BRAD, and shall not reproduce any such Technical Data or
     proprietary information or divulge the same to any third
     party unless such disclosure requires the third party to
     hold same in confidence and use it only for the purposes
     stated above.

23.3 Either party may announce the signing of this Agreement by
     means of a notice to the press provided that the content and
     date of the notice has been agreed to by the other party.

23.4 BRAD hereby acknowledges that Buyer is sensitive with
     respect to the public disclosure of its operating data
     provided to BRAD pursuant to this Agreement.  Although BRAD
     shall have no confidentiality undertaking with respect to
     such data, BRAD agrees to consider Buyer's sensitivity in
     its public use of said data.

ARTICLE 24  -  AGREEMENT

24.1 This Agreement and the matters referred to herein constitute
     the entire Agreement between BRAD and Buyer and supersede
     and cancel all prior representations, brochures, alleged
     warranties, statements, negotiations, undertakings, letters,
     memoranda of agreement, acceptances, agreements,
     understandings, contracts and communications, whether oral
     or written, between BRAD and Buyer or their respective
     agents, with respect to or in connection with the subject
     matter of this Agreement and no agreement or understanding
     varying the terms and conditions hereof shall be binding on
     either BRAD or Buyer hereto unless an amendment to this
     Agreement is issued and duly signed by their respective
     authorized representatives pursuant to the provisions of
     this Article hereof.  In the event of any inconsistencies
     between any provisions of this Agreement and those of any
     Letter Agreements, the provisions of the Letter Agreements
     shall prevail.

24.2 If any of the provisions of this Agreement are for any
     reason declared by judgment of a court of competent
     jurisdiction to be unenforceable or ineffective, those
     provisions shall be deemed severable from the other
     provisions of this Agreement and the remainder of this
     Agreement shall remain in full force and effect.

24.3 THE BENEFIT OF THE WAIVER, LIMITATION, RELEASE, RENUNCIATION
     AND/OR EXCLUSION OF LIABILITY CONTAINED IN THIS AGREEMENT
     EXTENDS TO THE OTHER DIVISIONS, OTHER SUBSIDIARIES, AND
     OTHER AFFILIATES OF BOMBARDIER INC., INCLUDING DE HAVILLAND
     INC. (COLLECTIVELY THE "BOMBARDIER GROUP") AND TO THE
     OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES OF THE
     BOMBARDIER GROUP, ON WHOSE BEHALF AND FOR WHOSE BENEFIT BRAD
     IS, FOR PURPOSES OF THIS ARTICLE 24.3, ACTING AS AGENT AND
     TRUSTEE.

     [     *
     
     
     
                                       ]

24.4 Buyer and BRAD agree that this Agreement has been the
     subject of discussion and negotiation and is fully
     understood by the parties hereto and that the price of the
     Aircraft and the other mutual agreements of the parties set
     forth herein were arrived at in consideration of the
     limitation provisions contained in Article 19 and the other
     similar provisions contained in this Agreement.
ARTICLE 25 - DISPUTES

25.1 Any dispute, difference, controversy or claim arising out of
     or relating to this Agreement, the breach, or non-
     performance thereof shall first be attempted to be resolved
     by BRAD and Buyer through mutual negotiations, consultation
     and discussions.

25.2 Should the parties hereto be unable to settle their
     differences or disputes which may arise between them with
     respect to the interpretation or application of this
     Agreement (a "Dispute"), by mutual agreement as provided in
     Article 25.1 above, the parties agree to each appoint two
     (2) representatives to constitute a joint commission (the
     "Joint Commission") to jointly hear the representations of
     each party regarding the Dispute.  One representative will
     be appointed as chair of the Joint Commission on an
     alternate basis.  At least one (1) representative of each
     party shall have knowledge in technical or contractual
     matters depending on the nature of the Dispute.  The Joint
     Commission shall, following representations by each party,
     issue non-binding written recommendations to the parties as
     to how best settle the Dispute.  If the representatives do
     not agree on joint recommendations, the representatives of
     each party shall issue their own recommendations.

25.3 Either party may request the formation of the Joint
     Commission if a dispute is not settled within forty-five
     (45) days following a written notice from either party to
     the other detailing the nature of the Dispute and the
     resolution sought.  The request for a Joint Commission shall
     be made in writing and shall contain the names of the
     representatives appointed by the party requesting its
     formation.  The other party shall then provide the names of
     its representatives within thirty (30) days following the
     receipt of the request for a Joint Commission.

25.4 The Joint Commission shall have forty-five (45) days from
     its formation to agree on the procedure to be followed,
     including the place of hearing, if any.  The Joint
     Commission shall have sixty (60) days from the completion of
     the representations by each party to issue its
     recommendations.

25.5 If, despite the recommendations of the Joint Commission, the
     parties are unable to resolve the Dispute, either party may,
     except where the remedies sought include termination of the
     Agreement in whole or in part or injunctive relief, or other
     controversy involving an amount claimed in good faith in
     excess of Five Million United States Dollars ( $5,000,000
     U.S.) unless otherwise agreed, request by sixty (60) days
     prior notice that the Dispute be settled by arbitration in
     accordance with arbitration rules to be agreed upon before
     delivery of the first Aircraft.

25.6 Within thirty (30) days of the demand to refer the Dispute
     to arbitration, each party shall appoint one (1) arbitrator,
     who in turn will appoint the third arbitrator, within thirty
     (30) days of their appointments.  This third arbitrator
     shall act as the chairman of the Arbitral Tribunal so
     constituted.

25.7 The venue of arbitration shall be Toronto, Ontario, New York
     City, or Washington, DC, U.S.A., as agreed between the
     parties.

25.8 The arbitrators shall not act as "Amiable Compositeur" and
     shall decide according to the terms of the agreement and to
     the laws of New York.

25.9 The award of the arbitration shall be final and shall not be
     called in question in any court or tribunal.

25.10     It is expressly agreed that any statement,
     representation or document made or produced to or in
     connection with, or as a result of the formation of a Joint
     Commission shall be without prejudice and without admission
     of liability by either party and shall not be used as such
     by the other party.

25.11     Each party shall be responsible for its own costs and
     expenses incurred as a result of, or in connection with the
     Joint Commission and arbitration including the cost, fees
     and expenses of its own representatives.


In witness whereof this Agreement was signed on the date written
     hereof:




For and on behalf of               For an on behalf of




Atlantic Coast Airlines:           Bombardier Inc.:





_______________________            ______________________

James B. Glennon                      Michel Bourgeois
Sr. Vice President and C.F.O.         Vice President, Contracts



                           APPENDIX I
                                
                      REGIONAL JET AIRCRAFT
                   ECONOMIC ADJUSTMENT FORMULA

Pursuant to the provision of Article 4 of the Agreement, economic
adjustment will be calculated using the lesser amount of those
generated by the following two calculations:

     (i)  The Economic Adjustment Formula:

          PP  =     PO (0.28  LD + 0.35        ED + 0.20    CD +
     0.15 MD + 0.02 FD)
                      LO      EO      CO       MO       FO

[    *
     ]


Where:

PP  =     Aircraft Purchase Price;

PO  =     Base Price;

LD  =     the Canadian labour index based upon the indices for
     the last full month preceding the month of delivery of the
     relevant Aircraft;

LO  =     the Canadian labour index which, as at 1 July 1995, is
     19.69;

ED  =     the U.S. labour index based upon the indices for the
     last full month preceding the month of delivery of the
     relevant Aircraft;

EO  =     the U.S. labor index which, as at 1 July 1995, is
     18.07;

CD  =     the Industrial Commodities index based upon the indices
     for the last full month preceding the month of delivery of
     the relevant Aircraft;

CO  =     the Industrial Commodities index which, as at 1 July
     1995, is 126.6;

MD  =     the material index based upon the indices for the last
     full month preceding the month of delivery of the relevant
     Aircraft;

MO  =     the material index which, as at 1 July 1995, is 134.8;

FD  =     the fuel index based on the indices for the last full
     month preceding the month of delivery of the relevant
     Aircraft; and

FO  =     the fuel index which, as at 1 July 1995, is 81.0.

For the purpose of the Economic Adjustment Formula and the
calculation of the economic adjustment:

(a)  the Canadian labour index shall be the index provided in the
     Standard Industrial Classification (S.I.C.) Code 321 for
     Average Hourly Earnings for the Aircraft and Parts Industry
     (Canada) published by Statistics Canada in "Employment
     Earnings and Hours" Table 3.1.

(b)  the U.S. labour index shall be the index provided in the
     Bureau of Labor Statistics (B.L.S.) Code 372 Gross Hourly
     Earnings of production and non-supervisory workers in the
     Aircraft and Aircraft Parts Industry as published by the
     U.S. Department of Labor, Bureau of Labor Statistics in
     "Employment and Earnings" Table C-2.

(c)  the Industrial Commodities index shall be the index provided
     in the Producer Price Index as Industrial Commodities as
     published by the U.S. Department of Labor, Bureau of Labor
     Statistics in "Producer Prices and Price Indexes" Table 6.

(d)  the material index shall be the index provided in the
     Producer Price Index for Code 10 Metals and Metals Products
     as published by the U.S. Department of Labor, Bureau of
     Labor Statistics in "Producer Prices and Price Indexes"
     Table 6.

(e)  the fuel index shall be the index provided in the Bureau of
     Labor Statistics (B.L.S.) Code 5 "Fuel and Related Products
     and Power" Table 6 as published by the U.S. Department of
     Labor.

(f)  in the event that BRAD shall be prevented from calculating
     the Aircraft Purchase Price of each Aircraft due to any
     delay in the publication of the required indices, BRAD shall
     use the last provisionally published indices, and in the
     event that provisional indices are not available, BRAD shall
     extrapolate from the last three (3) months of published
     indices and where the balance of the Aircraft Purchase Price
     payable is calculated on the provisionally published
     indices, and/or extrapolation, BRAD will amend such
     installment on publication of the final indices and will
     submit supplementary claims or provide credit notes in
     respect of any adjustment so caused.

     Should BRAD be required to submit supplementary claims to
     Buyer, Buyer and BRAD hereby agree that BRAD will deduct
     these supplementary claims from the next FIPP Contributions
     payable, such FIPP Contributions being identified in Letter
     Agreement No. 5005B.  Should the supplementary claims not be
     fully covered by future FIPP Contributions, Buyer and BRAD
     agree to meet and arrive at a mutually agreeable method of
     payment for those services not fully covered by FIPP
     Contributions.

     Notwithstanding the foregoing, it is the intention of the
     parties to finalize the Aircraft Purchase Price within
     twelve (12) months following the Aircraft delivery date.
     Accordingly, at the end of each calendar quarter the parties
     shall review and finalize by mutual agreement the Aircraft
     Purchase Price of the Aircraft delivered more than twelve
     months prior to such review, using the best data and
     information available at that time.

(g)  the indices used in the Economic Adjustment Formula and the
     weighting assigned to them, as well as the various indices
     as of July 1st, 1995 quoted here, are based on the
     information known to date and represent the projection by
     BRAD of the manner in which BRAD will incur cost in the
     production of the Aircraft.  In the event there is a change
     in the indices published or in circumstances which
     materially affects the indices chosen or the weighting
     assigned to them, the indices and/or the weighting shall be
     amended accordingly by mutual agreement of the parties.  The
     change in circumstances referred to above shall include but
     not be limited to:

1)   Any material change in the basis upon which the chosen
     indices have been calculated or if any of said indices are
     discontinued or withdrawn from publication,

2)   Any change in manufacturing plan involving the letting of a
     new sub-contract or the termination of an existing sub-
     contract, and

3)   Any change in the escalation or Economic Adjustment Formula
     used in a Vendor or sub-contractor contract with BRAD; and

In the calculation of the Aircraft Purchase Price the following
guidelines in respect of decimal places shall apply:

(a)  All indices in the Economic Adjustment Formula shall be
     rounded to the second decimal place,

(b)  The Economic Adjustment Formula shall be calculated and
     rounded to four decimal places, and

(c)  The Aircraft Purchase Price resulting from the Economic
     Adjustment Formula shall be rounded to the nearest dollar.

                           APPENDIX II
                                
                        DELIVERY SCHEDULE

     First Aircraft           [     *                      ]
     Second Aircraft          [     *                      ]
     Third Aircraft           [     *                      ]
     Fourth Aircraft          [     *                      ]
     Fifth Aircraft           [     *                      ]
     Sixth Aircraft           [     *                      ]
     Seventh Aircraft         [     *                      ]
     Eighth Aircraft          [     *                      ]
     Ninth Aircraft           [     *                      ]
     Tenth Aircraft           [     *                      ]
     Eleventh Aircraft        [     *                      ]
     Twelfth Aircraft         [     *                      ]
     Thirteenth Aircraft      [     *                      ]
     Fourteenth Aircraft      [     *                      ]
     Fifteenth Aircraft       [     *                      ]
     Sixteenth Aircraft       [     *                      ]
     Seventeenth Aircraft     [     *                      ]
     Eighteenth Aircraft      [     *                      ]
     Nineteenth Aircraft      [     *                      ]
     Twentieth Aircraft       [     *                      ]
     Twenty-first Aircraft    [     *                      ]
     Twenty-second Aircraft   [     *                      ]
     Twenty-third Aircraft    [     *                      ]
     Twenty-fourth Aircraft   [     *                      ]
     Twenty-fifth Aircraft    [     *                      ]
     Twenty-sixth Aircraft    [     *                      ]
     Twenty-seventh Aircraft  [     *                      ]
     Twenty-eighth Aircraft   [     *                      ]
**   Twenty-ninth Aircraft    [     *                      ]
**   Thirtieth Aircraft       [     *                      ]
     Thirty-first Aircraft    [     *                      ]
     Thirty-second Aircraft   [     *                      ]

                                APPENDIX II
                                     
                      DELIVERY SCHEDULE  (CONTINUED)


     Thirty-third Aircraft    [     *                      ]
     Thirty-fourth Aircraft   [     *                      ]
**   Thirty-fifth Aircraft    [     *                      ]
     Thirty-sixth Aircraft    [     *                      ]
**   Thirty-seventh Aircraft  [     *                      ]
**   Thirty-eighth Aircraft   [     *                      ]
**   Thirty-ninth Aircraft    [     *                      ]
**   Fortieth Aircraft        [     *                      ]
**   Forty-first - Aircraft   [     *                      ]
**   Forty-second Aircraft    [     *                      ]
**   Forty-third Aircraft     [     *                      ]
                                     
                               APPENDIX III
                                     
                               SPECIFICATION
                                     
                                     
                            TYPE SPECIFICATION

                    [     *                          ]
                                     
                         [     *                ]
                                     

                              APPENDIX IV (A)
                                     
                        AIRCRAFT ONE THROUGH EIGHT
                                     
                     BUYER SELECTED OPTIONAL FEATURES

CR No.                          Description
     Price
                                                  (in July, 1995 US$)

00-008         Higher Design Weights (51,000 lbs MTOW) - ER   [     *
                                                    ]
00-009         Centre Wing Fuel Tank                          [     *
                                                    ]
00-013         FAA Collins Strapping                          [     *
                                                    ]
               F/A Call Annunciation Lights                   [     *
                                                    ]
               Interior - Universal North American            [     *
                                                    ]
               Class C Baggage Compartment minus temperature  [     *
          control                                   ]
               Reduced V2 Vref Speed                          [     *
                                                    ]
30-001         Red Anti-Ice Warning Light (FAA)               [     *
                                                    ]
               Logo Lights (includes Cargo Door Light)        [     *
                                                    ]
30-003         Red Beacon Lights                              [     *
                                                    ]
33-027         Altimeter Reset Auto Flash                     [     *
                                                    ]
34-031         Single Collins FMS 4100*                       [     *
                                                    ]
                              EROS Magic Mask                   [     *
                                                       ]
72-002         GE CF34-3B1 Engine - Series 200                [     *
                                                    ]
00-012         Additional Flap Setting                        [     *
                                                    ]
25-077         Exterior Paint Scheme - ACA (1st thru 4th A/C  [     *
          only)                                     ]
25-305         Ext. Paint Scheme                              [     *
          [     *                                   ]
          ]
               Avicom Announcement and Boarding Music System [     *
                                                   ]
34-037         Single GPS 4000 (CR 34-037)                   [     *
                                                   ]

Total Technical Features                               [     *         ]


All prices listed above are expressed in July 1, 1995 US dollars, and are
subject to economic adjustment as provided in the Agreement.

[     *

                       ]

[     *
                                                      ]
                              APPENDIX IV (B)
                                     
                       AIRCRAFT NINE AND SUBSEQUENT
                                     
                     BUYER SELECTED OPTIONAL FEATURES

CR No.                                                    Description
     Price
                                                 (in July, 1995 US$)

00-008         Higher Design Weights (51,000 lbs MTOW) - ER   [     *
                                                     ]
00-009         Centre Wing Fuel Tank                          [     *
                                                     ]
00-013         FAA Collins Strapping                          [     *
                                                     ]
               F/A Call Annunciation Lights                   [     *
                                                     ]
               Interior - Universal North American            [     *
                                                     ]
               Class C Baggage Compartment minus temperature  [     *
          control                                    ]
               Reduced V2 Vref Speed                          [     *
                                                     ]
30-001         Red Anti-Ice Warning Light (FAA)               [     *
                                                     ]
               Logo Lights (includes Cargo Door Light)        [     *
                                                     ]
30-003         Red Beacon Lights                              [     *
                                                     ]
33-027         Altimeter Reset Auto Flash                     [     *
                                                     ]
34-031         Single Collins FMS 4100*                       [     *
                                                     ]
                              EROS Magic Mask                   [     *
                                                       ]
72-002         GE CF34-3B1 Engine - Series 200                [     *
                                                     ]
00-012         Additional Flap Setting                        [     *
                                                     ]
25-077         Exterior Paint Scheme - ACA (1st thru 4th A/C  [     *
          only)                                      ]
25-305         Ext. Paint Scheme                              [     *
          [     *                                   ]
          ]
               Avicom Announcement and Boarding Music System  [     *
**                                                  ]
23-363  ***    Passenger Briefing and Music System            [     *
          Provisions(1)                             ]
34-037         Single GPS 4000 (CR 34-037)                    [     *
                                                    ]

Total Technical Features                               [     *          ]


All prices listed above are expressed in July 1, 1995 US dollars, and are
subject to economic adjustment as provided in the Agreement.

[     *

                       ]

[     *
                                                           ]

(1)  Incorporation of Passenger Briefing and Music System Provisions
     effective on Eighth Aircraft and subsequent.


                        CUSTOMER SUPPORT SERVICES


ANNEX A -      TECHNICAL SUPPORT, SPARE PARTS, TRAINING AND
          TECHNICAL DATA


The following Customer Support Services are those services to which
reference is made in Article 3 of the Agreement.

ARTICLE 1 - TECHNICAL SUPPORT

1.1  Factory Service

     BRAD agrees to maintain or cause to be maintained the capability to
     respond to Buyer's technical inquiries, to conduct investigations
     concerning maintenance problems and to issue findings and recommend
     action thereon.  This service shall be provided for as long as ten
     (10) CL-600-2B19 aircraft remain in commercial air transport
     service.

1.2  Field Service Representative

     1.2.1     Services

     BRAD shall assign one (1) Field Service Representative ("FSR") to
     Buyer's main base of operation or other location as may be mutually
     agreed.

     1.2.2     Term
     
          Such assignment shall be for
          [     *                                        ] based on the
          purchase and delivery of thirty-three (33) Aircraft to Buyer
          (should Buyer eventually exercise and take delivery of less
          than thirty-three (33) Aircraft, the term shall be accordingly
          amended as per Letter Agreement No. 003A Article 3.0), and
          shall commence approximately one (1) month prior to the
          Delivery Date of the first Aircraft.  The FSR assignment may
          be extended on terms and conditions to be mutually agreed.
     
     
     1.2.3     Responsibility
     
          The FSR's responsibility shall be to provide technical advice
          to Buyer for the line maintenance and operation of the
          Aircraft systems and troubleshooting during scheduled and
          unscheduled maintenance by Buyer's designated personnel ("FSR
          Services").
     
     1.2.4     Travel
     
          If requested by Buyer, the FSR may, at Buyer's expense, travel
          to another location to provide technical advice to Buyer.  The
          FSR must fly on Buyer's airline, if such service is available.
     
     1.2.5     Office Facilities
     
          Buyer shall furnish the FSR, at no charge to BRAD, suitable
          and private office facilities [     *                    ] and
          related equipment including desk, file cabinet,  access to two
          telephone lines, facsimile and photocopy equipment
          conveniently located at Buyer's main base of operation or
          other location as may be mutually agreed.
     
     1.2.6     Additional Expenses
     
          Buyer shall reimburse BRAD (net of any additional taxes on
          such reimbursement) the amount of any and all taxes (except
          Canadian taxes on the income of the FSR) and fees of whatever
          nature, including any customs duties, withholding taxes or
          fees together with any penalties or interest thereon, paid or
          incurred by BRAD or the FSR or other BRAD employee as a result
          of or in connection with the rendering of the services.
     
     1.2.7     Right to Stop Work
     
               BRAD shall not be required to commence or continue the
               FSR Services when:
     
               a.)  there is a labour dispute or work stoppage in
               progress at Buyer's      facilities;
     
               b.)  there exist war, risk of war or warlike operations,
               riots or  insurrections;
     
               c.)  there exist conditions that are dangerous to the
               safety or health of      the FSR or other BRAD employee;
               or
     
               d.)  the Government of the country where Buyer's
               facilities are located   or where Buyer desires the FSR
               to travel refuses the BRAD    employee permission to
               enter said country or Buyer's base of   operations.
     
     1.2.8     Work Permits and Clearances
     
          Buyer shall assist in arranging for all necessary airport
          security clearances required for the FSR or other BRAD
          employee to permit timely accomplishment of the FSR services.

1.3  Maintenance Planning Support

     1.3.1     Scheduled Maintenance Task Cards
     
          As described in Annex A Attachment A, BRAD shall provide Buyer
          BRAD's standard format scheduled maintenance task cards that
          shall conform to the Aircraft at the Delivery Date.  At
          Buyer's request BRAD shall provide a proposal for task cards
          produced to Buyer's format.
     
     1.3.2     In-Service Maintenance Data
     
          Buyer agrees to provide to BRAD in-service maintenance data in
          order to provide updates to BRAD's recommended maintenance
          program.  Buyer and BRAD shall agree on standards and
          frequency for communication of such data.

1.4  Additional Services

     At Buyer's request BRAD shall provide a proposal to provide such
     additional support services as the parties may agree upon, which
     may include special investigations, maintenance and repair of the
     Aircraft.

ARTICLE 2 - SPARE PARTS, GSE, TOOLS AND TEST EQUIPMENT

2.1.1     Definitions

     a.   "BRAD Parts":
     
          any spare parts, ground support equipment, tools and test
          equipment which bear an inhouse Cage Code number in the BRAD
          Provisioning Files (as that expression is defined in ATA
          Specification 2000).
     
     b.   "Power Plant Parts":
     
          any power plant or power plant part or assembly carrying the
          power plant manufacturer's part number or any part furnished
          by the power plant manufacturer for incorporation on the
          Aircraft.
     
     c.   "Vendor Parts":
     
          any spare parts, ground support equipment, tools and test
          equipment for the Aircraft which are not BRAD Parts or Power
          Plant Parts.
     
     d.   "Spare Parts":
     
          all materials, spare parts, assemblies, special tools and
          items of equipment, including ground support equipment,
          ordered for the Aircraft by Buyer from BRAD.  The term Spare
          Parts includes BRAD Parts, Power Plant Part and Vendor Parts.
     
     e.   "Order":
     
          any order for Spare Parts issued by Buyer to BRAD; and
     
     f.   "Technical Data":
     
          shall have the meaning attributed to it in Annex A Article
          4.1.

2.1  Term and Applicability

     The term of this Annex A Article 2 shall become effective on the
     date hereof and shall remain in full force and effect with respect
     to the purchase and sale of Spare Parts for each Aircraft so long
     as at least ten (10) of the CL-600-2B19 aircraft remain  in
     commercial air transport service.  The provisions of Annex A
     Articles 2.2, 2.6.5, 2.24 and Annex B Article 5.0 shall survive
     expiration or termination of this Agreement.

2.2  Order Terms

     Terms and conditions hereof shall apply to all Orders placed by
     Buyer with BRAD in lieu of any terms and conditions in Buyer's
     purchase orders.

2.3  Purchase and Sale of Spare Parts

     2.3.1     Agreement to Manufacture and Sell
     
          BRAD shall manufacture, or procure, and make available for
          sale to Buyer suitable Spare Parts in quantities sufficient to
          meet the reasonably anticipated needs of Buyer for normal
          maintenance and normal spares inventory replacement for each
          Aircraft.  During the term specified in Annex A Article 2.1
          above, BRAD shall also maintain, or cause to be maintained, a
          shelf stock of certain BRAD Parts selected by BRAD to ensure
          reasonable re-order lead times and emergency support.  BRAD
          shall maintain, or cause to be maintained, a reasonable
          quantity of BRAD insurance parts at a U.S. distribution
          centre.  Insurance parts as used herein shall include, but not
          be limited to, dispatch-essential parts such as major flight
          control surfaces.

2.4  Agreement to Purchase BRAD Parts

     2.4.1     [     *
          
          
                              ]
     
     2.4.2     Buyer's Right to Purchase, Redesign or Manufacture
     
          [     *
          
                                                                ] shall
          not be construed as a granting of a license by BRAD and shall
          not obligate BRAD to disclose to anyone Technical Data or
          other information nor to the payment of any license fee or
          royalty or create any obligation whatsoever to BRAD and BRAD
          shall be relieved of any obligation or liability with respect
          to patent infringement in connection with any such redesigned
          part.  Buyer shall be responsible for obtaining all regulatory
          authority approvals required by Buyer to repair the Aircraft
          using redesigned or manufactured BRAD Parts as described in
          the preceding Article.  Any such redesigned part shall be
          identified with Buyer's part number only.
     
     2.4.3     Notice to BRAD of Redesigned Parts
     
          BRAD reserves the right to negotiate with Buyer the access to
          redesigned parts, drawings and the non-exclusive manufacturing
          rights of the redesigned part, if Buyer redesigns or has had
          any BRAD parts redesigned.

2.5  Purchase of Vendor Parts & Power Plant Parts

     BRAD shall not be obligated to maintain a stock of Power Plant
     Parts.  BRAD maintains a spares stock of selected Vendor Parts at
     its own discretion to support provisioning and replenishment sales.
     BRAD agrees to use all reasonable efforts to require its vendors to
     comply with the terms and conditions of this Annex A Article 2 as
     they apply to Vendor Parts.  Vendor Parts shall be delivered in
     accordance with the vendor's quoted lead time plus BRAD's internal
     processing time.

2.6  Spare Parts Pricing

     2.6.1     Spare Parts Price Catalogue
     
          Prices for commonly used BRAD Parts stocked by BRAD shall be
          published in the spare parts price catalogue ("Spare Parts
          Price Catalogue").  BRAD shall hold the published prices firm
          for catalogue stock class items for a period of twelve (12)
          months and shall provide at least ninety (90) calendar days
          notice prior to changing the published price.
     
     2.6.2     BRAD prices for Vendor Parts
     
          If Buyer orders Vendor Parts from BRAD, the price shall be as
          published in the Spare Parts Price Catalogue.
     
     2.6.3     Quotations
     
          Price and delivery quotations for items not included in the
          Spare Parts Price Catalogue shall be provided at Buyer's
          request by BRAD.  Price quotations will be held firm for a
          period of ninety (90) calendar days or as otherwise specified
          by BRAD.  Responses to quotation requests will be provided
          within ten (10) calendar days.
     
     2.6.4     Currency and Taxes
     
          All Spare Parts Price Catalogue and quotation prices shall be
          in U.S. dollars and exclusive of transportation, taxes, duties
          and licenses.
     
          Buyer shall pay to BRAD upon demand the amount of any sales,
          use, value-added, excise or similar taxes imposed by any
          federal, provincial or local taxing authority within Canada,
          and the amount of all taxes imposed by any taxing authority
          outside Canada, required to be paid by BRAD as a result of any
          sale, use, delivery, storage or transfer of any Spare Parts.
          If BRAD has reason to believe that any such tax is applicable,
          BRAD shall separately state the amount of such tax in its
          invoice.  If a claim is made against BRAD for any such tax,
          BRAD shall promptly notify Buyer.
     
          In addition, Buyer shall pay to BRAD on demand the amount of
          any customs duties required to be paid by BRAD with respect to
          the importation by Buyer of any Spare Parts.
     
     2.6.5     Vendor Pricing
     
          BRAD shall use reasonable efforts to require its major vendors
          to maintain any published price for their parts for a period
          of at least twelve (12) months with a ninety (90) calendar day
          notice period prior to changing a published price.

2.7  Provisioning

     2.7.1     Pre-provisioning/Provisioning Conference
     
          Pre-provisioning and provisioning conferences shall be
          convened on dates to be mutually agreed between Buyer and BRAD
          in order to:
     
          (i)  discuss the operational parameters  to be provided by
               Buyer to BRAD which BRAD considers necessary for
               preparing its quantity recommendations for initial
               provisioning of Spare Parts to be purchased from BRAD or
               vendors ("Provisioning Items");
          
          (ii) review Buyer's ground support equipment and special tool
               requirements for the Aircraft;
          
          (iii)     discuss the format of the provisioning documentation
               to be provided to Buyer from BRAD for the selection of
               Provisioning Items; and
          
          (iv) arrive at a schedule of events for the initial
               provisioning process, including the establishment of a
               date for the initial provisioning conference ("Initial
               Provisioning Conference") which shall be scheduled where
               possible at least six (6) months prior to delivery of the
               first Aircraft.
     
          The time and location of the pre-provisioning conference shall
          be mutually agreed upon between the parties; however, BRAD and
          Buyer shall use their best efforts to convene such meeting
          within thirty (30) days after execution of the Agreement.

2.8  Initial Provisioning Documentation

     Initial provisioning documentation for BRAD Parts and Vendor Parts
     shall be provided by BRAD as follows:

     a)   BRAD shall provide, as applicable to Buyer, no later than six
          (6) months prior to the Scheduled Delivery Date of the first
          Aircraft, or as may be mutually agreed, the initial issue of
          provisioning files.
     
          Revisions to this provisioning data shall be issued by BRAD
          every ninety (90) calendar days until ninety (90) calendar
          days following the Delivery Date of the last Aircraft or as
          may be mutually agreed; and
     
     b)   the Illustrated Parts Catalogue designed to support
          provisioning shall be issued concurrently with provisioning
          data files and revised at ninety (90) calendar day intervals.

     2.8.1     Obligation to Substitute Obsolete Spare Parts
     
          In the event that, prior to delivery of the first Aircraft,
          any Spare Part purchased by Buyer from BRAD is rendered
          obsolete or unusable due to the redesign of the Aircraft or of
          any accessory, equipment or part thereto (other than a
          redesign at Buyer's request), BRAD shall deliver to Buyer new
          and usable Spare Parts in substitution for such obsolete or
          unusable Spare Parts upon return of such Spare Parts to BRAD
          by Buyer.  BRAD shall credit Buyer's account with the price
          paid by Buyer for any such obsolete or unusable Spare Part and
          shall invoice Buyer for the purchase price of any such
          substitute Spare Part delivered to Buyer.
     
     2.8.2     Delivery of Obsolete Spare Parts and Substitutes
     
          Obsolete or unusable Spare Parts returned by Buyer pursuant to
          Annex A Article 2.8.1. shall be delivered to BRAD at its plant
          in Ontario or Quebec, or such other destination as BRAD may
          reasonably designate.  Spare Parts substituted for such
          returned obsolete or unusable Spare Parts shall be delivered
          to Buyer from BRAD's plant in  Ontario or Quebec, or such
          other BRAD shipping point as BRAD may reasonably designate.
          BRAD shall pay the freight charges for the shipment from Buyer
          to BRAD of any such obsolete or unusable Spare Part and for
          the shipment from BRAD to Buyer of any such substitute Spare
          Part.
     
     2.8.3     Obligation to Repurchase Surplus Provisioning Items
     
          During a period [     *
          
          
                      ]
          receipt of Buyer's written request and subject to the
          exceptions in Annex A Article 2.8.4, repurchase unused and
          undamaged Provisioning Items which: (i) were recommended by
          BRAD as initial provisioning for the Aircraft, (ii) were
          purchased by Buyer from BRAD or Vendor at BRAD's
          recommendation, and (iii) are surplus to Buyer's needs.
     
     2.8.4     Exceptions
     
          BRAD shall not be obligated under Annex A Article 2.8.3 to
          repurchase any of the following:  (i) quantities of
          Provisioning Items in excess of those quantities recommended
          by BRAD in its Recommended Spare Parts List ("RSPL")  for the
          Aircraft, (ii) Power Plant Parts, QEC Kits, standard hardware,
          bulk and raw materials, ground support equipment and special
          tools, (iii) Provisioning Items which have become obsolete or
          have been replaced by other Provisioning Items as a result of
          Buyer's modification of the Aircraft and (iv) Provisioning
          Items which become surplus as a result of a change in Buyer's
          operating parameters provided to BRAD pursuant to Annex A
          Article 2.7, which were the basis of BRAD's initial
          provisioning recommendations for the Aircraft.
     
     2.8.5     Notification and Format
     
          Buyer shall notify BRAD, in writing, when Buyer desires to
          return Provisioning Items which Buyer's review indicates are
          eligible for repurchase by BRAD under the provisions of  Annex
          A Article 2.8.3.  Buyer's notification shall include a
          detailed summary, in part number sequence, of the Provisioning
          Items Buyer desires to return.  Such summary shall be in the
          form of listings as may be mutually agreed between BRAD and
          Buyer, and shall include part number, nomenclature, purchase
          order number, purchase order date and quantity to be returned.
     
          Within sixty (60) calendar days after receipt of Buyer's
          notification and detailed summary BRAD shall complete the
          review of such summary.
     
     2.8.6     Review and Acceptance by BRAD
     
          Upon completion of BRAD's review of any detailed summary
          submitted by Buyer pursuant to Annex A Article 2.8.5., BRAD
          shall within sixty calendar days issue to Buyer a Material
          Return Authorization notice ("MRA") for those Provisioning
          Items BRAD agrees are eligible for repurchase in accordance
          with Annex A Article 2.8.3.  BRAD will advise Buyer of the
          reason that any Provisioning Items included in Buyer's
          detailed summary are not eligible for return.  The MRA notice
          shall state the date by which Provisioning Items listed in the
          MRA notice must be redelivered to BRAD as agreed between the
          parties, and Buyer shall arrange for shipment of such
          Provisioning Items accordingly, to the U.S. distribution
          centre.
     
     2.8.7     Price and Payment
     
          The price of each Provisioning Item repurchased by BRAD
          pursuant to Annex A Article 2.8.6 will be the original invoice
          price thereof.  BRAD shall pay the repurchase price by issuing
          a credit memorandum in favour of Buyer which may be applied
          against amounts due BRAD for the purchase of Spare Parts and
          services.
     
     2.8.8     Return of Surplus Provisioning Items
     
          Provisioning Items repurchased by BRAD pursuant to Annex A
          Article 2.8.6 shall be delivered to BRAD's [     *
                                                                ]
     
     2.8.9     Obsolete Spare Parts and Surplus Provisioning Items -
          Title and Risk of Loss
     
          Title to and risk of loss of any obsolete or unusable Spare
          Parts returned to BRAD pursuant to Annex A Article 2.8.8 shall
          pass to BRAD upon delivery thereof to BRAD.  Title to and risk
          of loss of any Spare Parts substituted for an obsolete or
          unusable Spare Part pursuant to Annex A Article 2.8.1 shall
          pass to Buyer upon delivery thereof to Buyer.  Title to and
          risk of loss of any Provisioning Items repurchased by BRAD
          pursuant to Annex A Article 2.8.3 shall pass to BRAD upon
          delivery thereof to BRAD.
     
          With respect to the obsolete or unusable Spare Parts which may
          be returned to BRAD and the Spare Parts substituted therefor,
          pursuant to Annex A Article 2.8.1, and the Provisioning Items
          which may be repurchased by BRAD, pursuant to Annex A Article
          2.8.3, the party which has the risk of loss of any such Spare
          Part or Provisioning Item shall have the responsibility of
          providing any insurance coverage thereon desired by such
          party.

2.9  Procedure for Ordering Spare Parts

     Orders for Spare Parts may be placed by Buyer to BRAD by any method
     of order placement (including but not limited to SITA, ARINC,
     telecopier, letter, telex, facsimile, telephone or hard copy
     purchase order).

     2.9.1     Requirements
     
          Orders shall include at a minimum order number, part number,
          nomenclature, quantity, delivery schedule requested, shipping
          instructions and BRAD's price, if available.
     
     2.9.2     Processing of Orders
     
          Upon acceptance of any Order, unless otherwise directed by
          Buyer, BRAD shall, if the Spare Parts are in stock, proceed
          immediately to prepare the Spare Parts for shipment to Buyer.
          If BRAD does not have the Spare Parts in stock, BRAD shall
          proceed immediately to acquire or manufacture the Spare Parts.
          Purchase order status and actions related to the shipment of
          Spare Parts shall be generally consistent with the provisions
          of the World Airline Suppliers Guide, as applicable to Buyer.
     
     2.9.3     Changes
     
          BRAD reserves the right, without Buyer's consent, to make any
          necessary corrections or changes in the design, part number
          and nomenclature of Spare Parts covered by an Order, to
          substitute Spare Parts and to adjust prices accordingly,
          provided that interchangeability is not affected [     *
                                                 ]unless Buyer's order
          specifically and reasonably prohibits such substitution.  BRAD
          shall promptly give Buyer written notice of corrections,
          changes, substitutions and consequent price adjustments.
          Corrections, changes, substitutions and price adjustments
          which affect interchangeability or exceed the price
          limitations set forth above may be made only with Buyer's
          written consent, which consent shall conclusively be deemed to
          have been given unless Buyer gives BRAD written notice of
          objection within thirty (30) calendar  days after receipt of
          BRAD's notice.  In case of any objection, the affected Spare
          Part will be deemed to be deleted from Buyer's Order.

2.10 Packing

     All Spare Parts ordered shall receive standard commercial packing
     suitable for export shipment via air freight.  Such standard
     packing will generally be to ATA 300 standards as amended from time
     to time.  All AOG orders will be handled, processed, packed and
     shipped separately.

2.11 Packing List

     BRAD shall insert in each shipment a packing list/release note
     itemized to show:

     (i)  the contents of the shipment,
     (ii) the approved signature of BRAD's TC authority attesting to the
          airworthiness of the Spare Parts.
     (iii)     value of the shipment for customs clearance if required.

2.12 Container Marks

     Upon Buyer's request each container shall be marked with shipping
     marks as specified on the Order.  In addition BRAD shall, upon
     request, include in the markings:  gross weight and cubic
     measurements.

2.13 Delivery, Title and Risk of Loss

     2.13.1    Delivery Point
     
          Spare Parts, other than AOG and Critical Orders, shall be
          delivered to Buyer FOB BRAD's U.S. distribution centre.  AOG
          and Critical Orders shall be delivered FOB point of origin.
     
     2.13.2 Delivery Time
     
          BRAD shall use reasonable efforts so that shipment of BRAD
          Parts to Buyer be as follows:
     
          a)   AOG Orders
          
               Ship AOG Orders within four (4) hours of receipt of
               Order.  Buyer's affected Aircraft factory production
               number shall be required on AOG Orders;
          
          b)   Critical Orders (A1)
          
               Ship critical Orders within twenty-four (24) hours of
               order receipt;
          
          c)   Expedite Orders (A2)
          
               Ship expedite Orders within seven (7) calendar days of
               order receipt;
          
          d)   Initial Provisioning Orders
          
               Prior to the Delivery Date of the first Aircraft or as
               may be mutually agreed; and
          
          e)   Other Orders
          
               Shipment of stock items shall be approximately thirty
               (30) calendar days after BRAD's receipt of Buyer's Order.
               Shipment of non-stock items shall be in accordance with
               quoted lead times or lead times published in the current
               Spare Parts Price Catalogue, procurement data, or
               provisioning data.

2.14 Collect Shipments

     Where collect shipments are not deemed practicable by BRAD, charges
     for shipment, insurance, prepaid freight charges and all other
     costs paid by BRAD shall be paid by Buyer promptly upon
     presentation to Buyer of invoices covering the same.

2.15 Freight Forwarder

     If Buyer elects to use the services of a freight forwarder for the
     onward movement of Spare Parts, Buyer agrees to release BRAD from
     and indemnify it for any liability for any fines or seizures of
     Spare Parts imposed under any governmental Goods in Transit
     regulations.  Any such fines levied against BRAD will be invoiced
     to Buyer and any Spare Parts seized under such regulations will be
     deemed to be received, inspected, and accepted by Buyer at the time
     of seizure.

2.16 Intentionally Left Blank

2.17 Title and Risk of Loss

     Property and title to the Spare Parts will pass to Buyer upon
     payment for the Spare Parts in full.  Until payment in full for
     Spare Parts, (a) title to them will not pass to Buyer, and (b) BRAD
     maintains a purchase money security interest in them.  Risk of loss
     of the Spare Parts will pass to the Buyer upon delivery by BRAD.
     With respect to Spare Parts rejected by Buyer pursuant to Annex A
     Article 2.19, risk of loss shall remain with Buyer until such Spare
     Parts are re-delivered to BRAD .

     BRAD agrees to notify Buyer when material is shipped and shall
     provide carrier's reference information (i.e., waybill number).

2.18 Inspection and Acceptance

     All Spare Parts shall be subject to  inspection by Buyer at
     destination. Use of Spare Parts or failure of Buyer to give notice
     of rejection within forty-five (45) days after receipt shall
     constitute acceptance.  Acceptance shall be final and Buyer waives
     the right to revoke acceptance for any reason, whether or not known
     to Buyer at the time of acceptance.  Buyer's remedies for defects
     discovered before acceptance are exclusively provided for in Annex
     A Article 2.19 herein.

2.19 Rejection

     Any notice of rejection referred to in Annex A Article 2.18 shall
     specify the reasons for rejection.  If BRAD concurs with a
     rejection, BRAD shall, at its option, either correct, repair or
     replace the rejected Spare Parts.  Buyer shall, upon receipt of
     BRAD's written instructions and Material Return Authorization
     ("MRA") number, which BRAD shall issue in a timely manner, return
     the rejected Spare Parts to BRAD at its specified plant, or other
     destination as may be mutually agreeable.  The return of the
     rejected Spare Parts to BRAD and the return or delivery of a
     corrected or repaired rejected Spare Part or any replacement for
     any such Spare Part to Buyer shall be at BRAD's expense.  Any
     corrected, repaired or replacement Spare Parts shall be subject to
     the provisions of this Agreement.

2.20 Payment

     Except as provided in Annex A Article 2.22 below, payment terms
     shall be net thirty (30) calendar days of invoice date for
     established open accounts.  Any overdue amount shall bear interest
     from the due date until actual payment is received by BRAD at an
     annual rate of interest equal to the U.S. prime interest rate as
     established from time to time by the Chase Manhattan Bank, New York
     Branch, or its successor,,, plus two percent (2%) calculated and
     compounded monthly.

2.21 Payment for Provisioning Items

     Payment for Provisioning Items purchased by Buyer as contemplated
     by Paragraph 2.7.1(i) shall be made by Buyer as follows:

     a)   a deposit of 7.5% of the total price of the Provisioning Items
          as selected by Buyer, upon signature of the spares
          provisioning document; and
     
     b)   the balance of the total price of Provisioning Items upon
          their delivery.

2.22 Modified Terms of Payment

     BRAD reserves the right to alter the terms of payment without prior
     notice if Buyer fails to pay when due an amount Buyer owes under
     any agreement with BRAD, unless such failure relates to a good
     faith dispute of an invoice.

2.23 Regulations

     Buyer shall comply with all applicable monetary and exchange
     control regulations and shall obtain any necessary authority from
     the governmental agencies administering such regulations to enable
     Buyer to make payments at the time and place and in the manner
     specified herein.

2.24 Warranty

The warranty applicable to Spare Parts is set forth in Annex B hereto.

2.25 Cancellation of Orders

     Except as otherwise may apply to initial provisioning, if Buyer
     cancels an Order, BRAD, at its option, shall be entitled to recover
     actual damages, but not less than the following cancellation
     charges or more than the purchase price of the Spare Parts covered
     by the Order:

     a)   if work accomplished on the Order has been limited to BRAD
          Spares Department, or the part has been identified as "shelf
          stock" in the Spare Parts Price Catalogue, no cancellation
          charges shall be made;
     
     b)   if production planning has been completed on the Order and
          shop orders have been written, but no shop time or material
          charges have been made against the Order, the cancellation
          charge shall be 10% of the price but not to exceed $100 per
          unit;
     
     c)   if shop time or material charges have been made against the
          Order, the cancellation charge shall be based on the cost of
          such time and materials, plus overhead; and
     
     d)   if the Spare Parts covered by the Order can be absorbed into
          BRAD's inventory without increasing  BRAD's normal maximum
          stock level, no cancellation charges shall be made.

2.26 Lease

     BRAD shall select and make available certain parts for lease,
     subject to availability Buyer has the option to negotiate a lease
     agreement with BRAD separate from this Agreement.

2.27 Additional Terms and Conditions

     BRAD's conditions of sale are deemed to incorporate the terms and
     conditions stated herein.  Additional terms and conditions
     applicable at time of receipt of each order from Buyer may be added
     providing such terms and conditions do not conflict with the terms
     and conditions provided herein.  Such additional terms and
     conditions shall be provided to Buyer at least ninety (90) calendar
     days prior to their effective date.

ARTICLE 3 - TRAINING

3.1  General Terms

     3.1.1     The objective of the training programs (the "Programs"),
          as described herein, shall be to familiarize and assist
          Buyer's personnel in the introduction, operation, and
          maintenance of the Aircraft.
     
          BRAD shall offer to the Buyer the Programs in the English
          language at a BRAD designated facility.
     
          [     *
          
          
          
          
          
          
                                   ]
     
     3.1.2     Buyer shall be responsible for all travel and living
          expenses, including local transportation, of Buyer's personnel
          incurred in connection with the Programs.
     
     3.1.3     The Programs shall be designed to reflect the model
          and/or configuration of the Aircraft and may include
          differences training to identify such configuration or model.
          Manuals which are provided during the Programs exclude
          revision service.
     
     3.1.4     A training conference shall be held where possible no
          later than six (6) months prior to the Scheduled Delivery Date
          of the first Aircraft to the Buyer, or as may be otherwise
          agreed, to establish the Programs' content and schedule.

3.2  Flight Crew Training

     3.2.1     Flight Crew Ground Training
     
          At no additional charge, BRAD will provide with each delivered
          Aircraft, a TC or FAA approved transition training for one (1)
          of Buyer's crews (two (2) pilots) who meet the minimum entry
          requirement provided in the applicable training manual.  Each
          course shall consist of up to eighty (80) hours of classroom
          instruction which may include part task trainer, Computer
          Based Training (CBT), and/or Flight Training Device (FTD).
          BRAD shall furnish each of Buyer's licensed pilots attending
          the course one copy of the Flight Crew Operating Manual.
     
     3.2.2     Pilot Simulator Training
     
          At no additional charge, BRAD shall provide access to a TC or
          FAA approved flight simulator for the crews trained under
          Annex A Article 3.2.1.  BRAD shall provide a simulator and a
          simulator instructor for up to eight (8) missions for the
          crews trained on BRAD's designated simulator in Montreal; each
          mission shall consist of four (4) hours in the simulator and
          required briefing/debriefing sessions.
     
     3.2.3     In-flight Training
     
          Should Buyer require aircraft flight training, such training
          shall be conducted in Buyer's Aircraft after the Delivery Date
          for up to a maximum of four (4) of Buyer's pilots.  BRAD shall
          provide an instructor pilot at no additional charge; Buyer
          shall be responsible for the cost of fuel, oil, landing fees,
          taxes, insurance, maintenance, and other associated operating
          expenses required for the Aircraft during such training.
     
     3.2.4     Flight Attendant Course
     
          A familiarization course for up to two (2) of Buyer's flight
          attendant personnel shall be conducted.  Each course shall be
          for a maximum of five (5) working days duration.  This course
          shall present general information on the Aircraft and detailed
          information on the operation of the passenger safety equipment
          and emergency equipment.  BRAD shall furnish for each
          participant in this course one (1) copy of the Flight
          Attendant Training Guide which shall not be revised.  Buyer
          shall assist BRAD in the development of the Flight Attendant
          Training Guide to incorporate Buyer's specific equipment and
          procedures.
     
     3.2.5     Flight Dispatcher Course
     
          A course for up to two (2) of Buyer's flight dispatch
          personnel shall be conducted.  Each course shall be for a
          maximum of five (5) working days duration.  The course shall
          consist of classroom instruction covering general Aircraft
          familiarization, coverage of performance, flight planning,
          weight and balance and the Minimum Equipment List.  BRAD shall
          furnish for each participant in this course one (1) copy of
          the Flight Crew Operating Manual which shall not be revised.
     
     3.2.6     Recurrent Pilot Training
     
          BRAD shall, upon Buyer's request, provide a proposal for a TC
          or FAA approved course for type rated pilots, customized in
          content to meet the recurrent training of Buyer's pilots.
     
     3.2.7     Course Training Material
     
          BRAD shall, upon Buyer's request, present a proposal to
          provide one (1) set  of the materials (without revision
          service) used to conduct the Flight Crew Ground Training
          course, as follows:
     
          i)   35 mm slides;
          ii)  Instructional Narrative and/or Instruction Guides;
          iii) Overhead Projection Transparencies;
          iv)  Motion picture and/or Video tapes; and
          v)   Audio cassettes tapes.

3.3  Maintenance Training

     3.3.1     Airframe and Powerplant Systems Maintenance Course
     
          At no additional charge, with each delivered Aircraft, BRAD
          shall train up to two (2) of Buyer's qualified personnel.
          This course shall emphasize detailed systems description,
          operation, and routine line maintenance practices.  The course
          material shall be principally mechanical with electrical and
          avionics information for overall systems comprehension.  The
          course duration shall be for a maximum of twenty-five (25)
          working days.
     
     3.3.2     Electrical and Avionics Systems Maintenance Course
     
          At no additional charge, with each delivered Aircraft, BRAD
          shall train up to two (2) of Buyer's qualified personnel. The
          course shall emphasis detailed systems description, operation
          and routine line maintenance practices.  The course material
          shall be principally electrical and avionic but shall include
          mechanical information for overall systems comprehension.  The
          course duration shall be for a maximum of twenty-five (25)
          working days.
     
     3.3.3     Ground Handling Course
     
          BRAD shall, at no additional charge, train up to two (2) of
          Buyer's qualified personnel.  This course shall provide ramp
          service personnel with training to be able to tow and park
          Aircraft and perform routine ramp servicing tasks.  Such
          training shall be conducted in class with a practical
          demonstration on Buyer's Aircraft after acceptance.  The
          course duration shall be a maximum of five (5) working days
          and the practical demonstration shall not exceed two (2)
          working days.
     
     3.3.4     General Familiarization Course
     
          BRAD shall, at no additional charge, train up to
          [     *          ] of Buyer's personnel.  The course shall
          generally describe the Aircraft, the systems and the
          maintenance and support requirements.  This course is
          primarily designed for Buyer's facilities planning, parts
          provisioning and aircraft management personnel.  The course
          duration is for a maximum of five (5) working days.
     
     3.3.5     Engine Run-up Course
     
          BRAD shall provide an Engine Run-up course, at no additional
          charge, for up to [     *          ] of Buyer's qualified
          personnel.  This course enables Buyer's personnel to gain
          proficiency in engine and APU runs, cockpit management
          procedures , malfunctions and exceedences.  A prerequisite for
          this course is satisfactory completion of the Airframe and
          Powerplant Systems Maintenance course.  The course duration
          shall be for a maximum of two (2) working days.
     
     3.3.6     Specialist Courses
     
          At Buyer's request, BRAD shall make a proposal for specialist
          courses which will be derived from BRAD's standard courses
          detailed herein.
     
     3.3.7     Recurrent Training
     
          At Buyer's request, BRAD shall make a proposal for a
          Regulatory Authority  approved training plan for maintenance
          recurrent training.
     
     3.3.8     Vendor Training
     
          At Buyer's request, BRAD shall assist Buyer to obtain vendor
          maintenance training.
     
     3.3.9     Course Training Material
     
          BRAD, upon Buyer's request, shall present a proposal to
          provide one (1) set of the training materials (without
          revision service) used to conduct BRAD's standard training as
          detailed herein:
     
          i)   35 mm slides;
          ii)  Lesson Guides;
          iii) Overhead Projection Transparencies;
          iv)  Motion picture and/or Video tapes; and
          v)   Audio cassettes tapes.

3.4  Insurance

     3.4.1     Buyer shall at all times during flight training in
          Buyer's Aircraft    secure and maintain in effect, at its own
          expense, insurance policies   covering the Aircraft including
          without limitation:
     
          a)   liability insurance covering public liability, passenger,
               crew, property and cargo damage in amounts [     *
                                                                      ]
          
          b)   all risk aircraft hull and engine insurance for an amount
               which is not less than its then fair market value.
     
     3.4.2     The liability policy shall name BRAD (and its affiliates)
          as additional insured.  The hull policy shall contain a waiver
          of subrogation in favour of BRAD (and its affiliates); [     *
          
                                                                ].  All
          insurance policies shall provide for payments despite any
          misrepresentations or breach of warranty by any person (other
          than the assured receiving payments) and shall not be subject
          to any offset by any other insurance carried by BRAD except
          that Buyer shall not be required to provide insurance with
          respect to the manufacturing, repair and maintenance
          activities of BRAD (and of its affiliates) and the related
          potential liability (product or otherwise) arising therefrom.


ARTICLE 4 - TECHNICAL DATA

4.1  Technical Data Provided

     BRAD shall furnish to Buyer the Technical Data described in
     Attachment A hereto (the "Technical Data").  The Technical Data
     shall be in the English language and shall provide information on
     items manufactured according to BRAD's detailed design and in those
     units of measures used in the Specification or as may otherwise be
     required to reflect Aircraft instrumentation as may be mutually
     agreed.

4.2  Shipment

     All Technical Data provided hereunder shall be delivered to Buyer
     Free Carrier (Incoterms) BRAD's designated facilities and at the
     time indicated in Attachment A.

4.3  Proprietary Technical Data

     It is understood and Buyer acknowledges that the Technical Data
     provided herein is proprietary to BRAD and all rights to copyright
     belong to BRAD and the Technical Data shall be kept confidential by
     Buyer.  Buyer agrees to use the Technical Data solely to maintain,
     operate, overhaul or repair the Aircraft or to make installation or
     alteration thereto allowed by BRAD.

     Technical Data shall not be disclosed to third parties or used by
     Buyer or furnished by Buyer for the design or manufacture of any
     aircraft or Spare Parts  including BRAD Parts or items of
     equipment, except when manufacture or redesign is permitted under
     the provisions Article 23.2 of the Agreement or of Annex A Article
     2.4 hereof and then only to the extent and for the purposes
     expressly permitted therein.


ANNEX B - WARRANTY AND SERVICE LIFE POLICY

ARTICLE 1 - WARRANTY

The following warranty is that to which reference is made in Article 3
     of the Agreement.

1.1  Warranty

     1.1.1     Subject to Annex B Articles 1.9, 1.10, and 2, BRAD
          warrants that, at the date of delivery of the Aircraft or BRAD
          Part, as applicable :
     
          a)   the Aircraft shall conform to the Specification, except
               that any matter stated in the Specification as type
               characteristics, estimates or approximations is excluded
               from this Warranty;
          
          b)   the Aircraft shall be free from defects caused by the
               failure of BRAD to install a Vendor Part or Powerplant
               Part in accordance with reasonable instructions of the
               vendor;
          
          c)   the Aircraft, excluding however Vendor Parts and
               Powerplant Parts which shall be governed by Article 2
               hereof, shall be free from defects in material or
               workmanship [
               *                                         ] and
          
          d)   the Aircraft, excluding however Vendor Parts and
               Powerplant Parts which shall be governed by Article 2
               hereof, shall be free from defects in design, having
               regard to the state of the art as of the date of such
               design.
     
     1.1.2     The Warranty set forth in Annex B Article 1.1.1 (c) and
          (d) above shall also be applicable to BRAD Parts purchased as
          Spare Parts.
     
     1.1.3     BRAD further warrants that, at the time of delivery, the
          Technical Data shall be free from error.

1.2  Warranty Period

     1.2.1     The Warranty set forth in Annex B Article 1.1 shall
          remain in effect for any defect covered by the Warranty (a
          "Defect") becoming apparent during the following periods
          (individually, the "Warranty Period"):
     
          a)   for failure to conform to the Specification and in the
               installation referred to in Annex B Article 1.1.1 (a) and
               1.1.1 (b), thirty-six (36) months from the Delivery Date;
          
          b)   for those Defects in material or workmanship referred to
               in Annex B Article 1.1.1 (c) and 1.1.2, thirty-six (36)
               months from the date of delivery of the Aircraft or BRAD
               Parts, as applicable;
          
          c)   for those Defects in design referred to in Annex B
               Article 1.1.1 (d), thirty-six (36) months from the date
               of delivery of the Aircraft or BRAD Parts, as applicable;
               and
          
          d)   for errors in the Technical Data referred to in Annex B
               Article 1.1.3, twelve (12) months from the date of
               delivery of the applicable Technical Data.

1.3  Repair, Replacement or Rework

     As to each matter covered by this Warranty BRAD's sole obligation
     and liability under this Warranty is expressly limited to, at
     BRAD's election, correction by the repair, replacement or rework of
     the defective part or item of Technical Data.  The repaired,
     replaced or reworked part or item of Technical Data which is the
     subject of the Warranty claim shall then be warranted under the
     same terms and conditions for the then unexpired portion of the
     Warranty Period.

     In the case of a Defect relating to non-conformance with the
     Specification, BRAD shall correct that Defect in the equipment item
     or part in which the Defect appears, except that BRAD will not be
     obligated to correct any Defect which has no material adverse
     effect on the maintenance, use or operation of the Aircraft or the
     image of Buyer as a reputable airline operator.

1.4  Claims Information

     BRAD's obligations hereunder are subject to a Warranty claim to be
     submitted in writing to BRAD's warranty administrator, which claim
     shall include but not be limited to the following information:

     a)   the identity of the part or item involved, including the  Part
          number, serial number if applicable nomenclature and the
          quantity claimed to be defective;
     
     b)   the manufacturer's serial number of the Aircraft from which
          the part was removed;
     
     c)   the date the claimed Defect became apparent to Buyer;
     
     d)   the total flight hours (and cycles if applicable) accrued on
          the part at the time the claimed Defect became apparent to
          Buyer; and
     
     e)   a description of the claimed Defect and the circumstances
          pertaining thereto.

1.5  Intentionally Left Blank .

1.6  Timely Corrections

     BRAD shall make the repair, replacement or rework, following
     receipt of the defective part or item, with reasonable care and
     dispatch.

     In the event that BRAD does not respond or confirm receipt of a
     warranty claim from Buyer within
     [     *
                                      ] subject to Buyer and
     BRAD agreeing on a non-receipt of a confirmation from BRAD within
     [     *          ] from the
     date of submittal of claim.

1.7  Labour Reimbursement

     For correction of Defects BRAD shall establish a reasonable
     estimate for the labour hours required for the repair, replacement
     or rework of the defective BRAD Part and, if the repair,
     replacement or rework is performed by Buyer or by third party on
     behalf of Buyer, BRAD shall reimburse Buyer for BRAD estimated
     hours or for Buyer's or third party's actual labour hours,
     whichever is less, for the repair, replacement or rework of the
     defective BRAD Part excluding any work necessary to gain access to
     said BRAD Part.  Such reimbursement shall be based upon Buyer's
     direct labour rate per manhour plus burden rate of fifty percent
     (50%), subject to annual review and adjustment of such labour rate
     as mutually agreed; provided, however, that this amount shall not
     exceed fifty percent (50%) of the BRAD published selling labour
     rate.

1.8  Approval, Audit, Transportation and Waiver

     All Warranty claims shall be subject to audit and approval by BRAD.
     BRAD will use reasonable efforts to advise in writing the
     disposition of Buyer's Warranty claim within thirty (30) days
     following the receipt of the claim and (if requested) return of the
     defective BRAD Part to BRAD's designated facility.  BRAD shall
     notify Buyer of BRAD's disposition of each claim.

     Buyer shall pay all costs of transportation of the defective part
     from Buyer to BRAD's U.S. distribution centre and BRAD shall pay
     all costs of transportation of the repaired, corrected or
     replacement parts back to Buyer.

1.9  Limitations

     1.9.1     BRAD shall be relieved of and shall have no obligation or
          liability under this Warranty if:
     
          a)   the Aircraft was operated with any products or parts not
               specifically approved by BRAD, unless Buyer furnishes
               reasonable evidence acceptable to BRAD that such products
               or parts were not a cause of the Defect; or
          
          b)   the Aircraft was not operated or maintained in accordance
               with the Technical Data listed in Attachment A of Annex A
               and the manufacturer's documentation furnished to Buyer
               (including Service Bulletins and airworthiness
               directives) unless Buyer furnishes reasonable evidence
               acceptable to BRAD that such operation or maintenance was
               not a cause of the Defect; or
          
          c)   the Aircraft was not operated under normal airline use,
               unless Buyer furnishes reasonable evidence acceptable to
               BRAD that such operation was not a cause of the Defect;
               or
          
          d)   Buyer does not
          
               1)   report the Defect in writing to BRAD's Warranty
                    administrator within forty-five (45) calendar days
                    following such Defect becoming apparent, and
               
               2)   retain the BRAD Part claimed to be defective until
                    advised by BRAD to return such BRAD Part to BRAD's
                    designated facility in order for BRAD to finalize
                    its evaluation of the Warranty claim or to otherwise
                    dispose of such BRAD Part; or
          
          e)   Buyer does not submit reasonable demonstration to BRAD
               within forty-five (45) calendar days after the Defect
               becomes apparent that the Defect is due to a matter
               covered within this Warranty; or
          
          f)   Buyer does not allow BRAD reasonable opportunity (taking
               into account Buyer's wish to replace Aircraft back in
               service) to be present during the disassembly and
               inspection of the BRAD Part claimed to be defective.
     
     1.9.2     The above warranties do not apply to Buyer Furnished
          Equipment.

1.10 Normal Usage

     Normal wear and tear and the need for regular maintenance and
     overhaul shall not constitute a Defect or failure under this
     Warranty.

1.11 Overhaul of Warranty Parts

     BRAD's liability for a BRAD Part which has a Defect and is
     overhauled by Buyer within the Warranty Period shall be limited
     only to that portion of the labour and material replacement related
     to the Defect.

1.12 No Fault Found

     In the event that a BRAD Part returned under a Warranty claim is
     subsequently established to be serviceable then BRAD shall be
     entitled to charge and recover from Buyer any reasonable
     inspection, transportation, repair and other costs of a similar
     nature incurred by BRAD in connection with such Warranty claim.
     Providing, however, in the event that repetitive in-service failure
     occurs on the particular BRAD Part which is subsequently identified
     by BRAD on a repeated basis to be "no fault found," then BRAD and
     Buyer shall discuss and mutually agree a course of further action
     to help identify the problem.  In the event the fault is ultimately
     confirmed to be a legitimate Warranty claim then the above
     mentioned costs, if incurred by BRAD will be borne by BRAD, and any
     such costs already paid by Buyer will be reimbursed by BRAD.


ARTICLE 2 - VENDOR WARRANTIES

2.1  Warranties from Vendors

     The Warranty provisions of this Annex B apply to BRAD Parts only.
     However, BRAD has made or shall make reasonable efforts to obtain
     favourable warranties from vendors, with respect to Vendor Parts
     and Power Plant Parts.  Except as specifically provided under this
     Annex B Article 2, BRAD shall have no liability or responsibility
     for any such Vendor Parts and Power Plant Parts and the warranties
     for those Vendor Parts and Power Plant Parts shall be the
     responsibility of the vendor and a matter as between Buyer and
     vendor.

2.2  Vendor Warranty Backstop

     For those Vendor Parts installed on the Aircraft at the Delivery
     Date or subsequently purchased through BRAD, excluding the
     Powerplant or the Power Plant Parts, in the event the parties agree
     that a vendor is in default in the performance of any material
     obligation under any applicable warranty obtained by BRAD from such
     vendor pursuant to Annex B Article 2.1 above, the warranties and
     all other terms and conditions of Annex B Article 1 shall become
     applicable as if the Vendor Parts had been a BRAD Part, except that
     the warranty period shall be the Warranty Period as set forth
     herein or by the vendor's warranty, whichever is shorter.

2.3  BRAD's Interface Commitment

     In the event of a dispute in the application of a Vendor Part
     warranty, at Buyer's request addressed to BRAD's warranty
     administrator, BRAD shall, without charge, conduct an investigation
     and analysis of any such dispute resulting from a technical
     interface problem to determine, if possible, the cause of the
     interface problem and then recommend feasible corrective action.
     Buyer shall furnish to BRAD all data and information in Buyer's
     possession relevant to the interface problem and shall cooperate
     with BRAD in the conduct of its investigation and such tests as may
     be required.  BRAD, at the conclusion of its investigation, shall
     advise Buyer in writing of BRAD's opinion as to the cause of the
     problem and BRAD's recommended corrective action.


ARTICLE 3 - SERVICE LIFE POLICY

3.1  Applicability

     The Service Life Policy ("SLP") described in this Annex B Article 3
     shall apply if [     *
                               ] in any Covered Component which is
     defined in Annex B Article 3.7 below.

3.2  Term

     3.2.1     Should such failures occur in any Covered Component
          within one hundred and forty-four (144) months following
          delivery of the Aircraft containing such Covered Component,
          BRAD shall, as promptly as practicable and at its option;
     
          a)   design and/or furnish a correction for such failed
               Covered Component; or
          
          b)   furnish a replacement Covered Component (exclusive of
               standard parts such as bearings, bushings, nuts, bolts,
               consumables and similar low value items).

3.3  Price

     Any Covered Component which BRAD is required to furnish under this
     SLP shall be provided for at a price calculated in accordance with
     the following formula:

     P =  C x T
          144

Where:

     P =  Price of Covered Component to Buyer;
     C =  BRAD's then current price for the Covered Component;
          T =  The total time to the nearest month since the Aircraft
          containing the Covered Component,
          [     *                                        ] was delivered
          by BRAD

3.4  Conditions and Limitations

     3.4.1     The following general conditions and limitations shall
          apply to the SLP:
     
          a)   the transportation cost for the return to BRAD's
               designated facility, if practicable, of any failed
               Covered Component necessary for failure investigation or
               redesigning studies shall be borne by BRAD but Buyer
               agrees to use reasonable efforts to ship the Covered
               Component on Buyer's aircraft to a scheduled destination
               closest to Canadair's designated facility at no cost to
               BRAD;
          
          b)   BRAD's obligations under this SLP are conditional upon
               the submission of reasonable proof acceptable to BRAD
               that the failure is covered hereby;
          
          c)   Buyer shall report any failure of a Covered Component in
               writing to BRAD`s Warranty administrator within two (2)
               months after such failure becomes evident
               [        *                                   ]  Failure
               to give this required notice shall
               excuse BRAD from all obligations with respect to such
               failure;
          
          d)   the provisions of Annex B Article 1.9 of the Warranty
               (except for subparagraphs (d) and (e) thereof) are
               incorporated by this reference and shall condition BRAD's
               obligations under this SLP with respect to any Covered
               Component;
          
          e)   BRAD's obligations under this SLP shall not apply to any
               Aircraft which has not been correctly modified in
               accordance with the specifications or instructions
               contained in the relevant Service Bulletins which are
               furnished to Buyer prior to receipt by BRAD from Buyer of
               any notice of an occurrence which constitutes a failure
               in a Covered Component, subject to Buyer having had
               reasonable time to i) obtain parts required for the
               installation of the Service Bulletin and ii) incorporate
               the Service Bulletin into the Aircraft.  The provisions
               of this subparagraph shall not apply in the event that
               Buyer furnishes reasonable evidence acceptable to BRAD
               that such failure was not caused by Buyer's failure to so
               modify the Aircraft;
          
          f)   this SLP shall not apply to a failure of a Covered
               Component if BRAD determines that such failure may not
               reasonably be expected to occur on a repetitive basis
               unless subsequently demonstrated to be; and
          
          g)   this SLP shall not apply to a Covered Component where the
               failure results from an accident, abuse, misuse,
               degradation, except for normal wear and tear, negligence
               or wrongful act or omission, unauthorized repair or
               modification adversely affecting a Covered Component,
               impact or foreign object damage, to any Covered
               Component.

3.5  Coverage

     This SLP is neither a warranty, performance guarantee nor an
     agreement to modify the Aircraft to conform to new developments in
     design and manufacturing art.  BRAD's obligation is only to provide
     correction instructions to correct a Covered Component or furnish
     replacement at a reduced price as provided in this SLP.

3.6  Covered Component

     Only those items or part thereof listed in Attachment A to this
     Annex B shall be deemed to be a Covered Component, and subject to
     the provisions of this SLP.


ARTICLE 4 - GENERAL

4.1  It is agreed that BRAD shall not be obligated to provide to Buyer
     any remedy     which is a duplicate of any other remedy which has
     been provided to Buyer under  any other part of this Annex B.



CONFIDENTIAL  PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY  WITH  THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL  TREATMENT
REQUEST.

               
          Bombardier Inc.
     Bombardier Regional Aircraft
          Division
     Garratt Boulevard
          Downsview, Ontario
          Canada M3K 1Y5
          Telephone (416) 633-7310
     
January 29, 1998
Our Ref: B96-7701-RJTL-RJ0350-001B

Atlantic Coast Airlines
515A Shaw Road,
Dulles, Virginia,
U.S.A. 20166
Gentlemen,

This Letter Agreement to Purchase Agreement No. RJ-0350 dated January 8,
1997 (the "Agreement") between Bombardier Inc. ("BRAD") and Atlantic
Coast Airlines ("Buyer") relating to the purchase of twelve (12)
Canadair Regional Jet Aircraft (the "Aircraft").

This Letter Agreement No. 001B dated April 24, 1997 cancels and
supersedes Letter Agreement No. 001A, dated April 16, 1997

Subject:  Credit Memorandum

This letter constitutes an integral part of the Agreement and evidences
our further agreement with the matters set forth below.  All terms used
herein and in the Agreement and not defined herein, shall have the same
meaning as in the Agreement.

Recital

As provided in Letter Agreement RJ0350-13 to the Agreement as amended by
this Contract Change Order herein, Buyer has elected to receive
[     *        ] out of the total credit memorandum available to Buyer
in accordance with Letter Agreement RJ0350-001, in the form of a
[    *   ] credit memorandum for the [     *                    ]
Aircraft. As stipulated in Letter Agreement RJ0350-13, such credit
memorandum shall be utilized by Buyer [     *

       ]

Notwithstanding the above, and in order to assist Buyer in the
acquisition of [     *          ] BRAD agrees, subject always to Buyer
being in compliance with all terms and conditions of the Agreement, to
provide Buyer each of the [    *     ] credit memorandum allocated to
the [     *               ] Aircraft at time of delivery of the First
Aircraft as set forth below;

1.0  This letter constitutes an integral part of the Agreement and
     evidences our further agreement with the matters set forth below.
     All terms used herein and in the Agreement and not defined herein,
     shall have the same meaning as in the Agreement.

2.0  In consideration of Buyer having entered into the above referenced
     Agreement for the purchase of twenty-three (23) Aircraft, BRAD will
     issue to Buyer upon delivery and payment for the price of the
     Aircraft in accordance with the Agreement, a credit memorandum in
     the amount of (i) [     *
     
                               ], or (ii) [     *
     
     
     
       ]

***3.0         In addition, BRAD will, a) issue to Buyer upon delivery
     and payment in full for the
     First Aircraft, [     *            ] credit memorandum in the
     amount of [     *
                                                       ] and b),  issue
     to Buyer upon delivery and payment in
     full for the Fifth Aircraft, a [     *            ] credit
     memorandum in the amount of  [     *
                                                       ]  Each of the
     credit memorandum in a) and b) above, shall be made available to
     Buyer by reducing the escalated value of the credit memoranda
     listed in 2.0 above by [     *            ] for each of the
     [     *            ] Aircraft, resulting a corresponding increase
     in the [     *
                                                       ] as stated in
     Letter Agreement RJ0350-13 Such credit memoranda as provided by
     BRAD above, will be used [     *
                                                       ]

4.0  [     *
     
     
     
     
     The credit memorandum will [   *    ] be adjusted on the same pro-
     rata percentage calculation as other aircraft price changes due to
     changes in the Specification or Buyer selected optional features as
     otherwise provided for in this Agreement.  The credit memorandum,
     as adjusted, will be known as the "Credit Memorandum".

5.0  Notwithstanding the provisions of this Letter Agreement, in the
     case of any Aircraft where the [     *
     
     
                                 ]

6.0  In the event of the Termination of the Agreement, this Letter
     Agreement shall become automatically null and void with respect to
     any undelivered Aircraft.

7.0  The provisions of this Letter Agreement are personal to Buyer and
     shall not be assigned or otherwise disposed of by Buyer, except as
     required for financing purposes in accordance with Letter Agreement
     No. 7 (Financing Assistance) and except as part of an assignment of
     the Agreement as expressly permitted in Article 20 of the
     Agreement, without the prior written consent of BRAD.

Should there be any inconsistency between this Letter Agreement and the
Agreement with respect to the subject matter covered by the terms
hereof, then this Letter Agreement shall prevail.


Yours truly,
BOMBARDIER INC.



________________________                Date:_____________
Scott Crawford
Senior Contracts Account Executive


Acknowledged and Accepted


Atlantic Coast Airlines



________________________                Date:_____________
Rick Kennedy
General Counsel and Corporate Secretary

CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL
     TREATMENT REQUEST.

January 8, 1997
Our Ref: B96-7701-RJTL-RJ0350-002



Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164


Gentlemen,

Letter Agreement No. 002 to Purchase Agreement No. RJ-0350 dated January
8, 1997 (the "Agreement" between Bombardier Inc. ("BRAD") and Atlantic
Coast Airlines ("Buyer") relating to the purchase of twelve (12)
Canadair Regional Jet Aircraft (the "Aircraft")

Subject:  Conditions Precedent

1.0  This letter constitutes an integral part of the Agreement and
     evidences our further agreement with the matters set forth below.
     All terms used herein and in the Agreement and not defined herein,
     shall have the same meaning as in the Agreement.

2.0  In consideration of Buyer having entered into the above referenced
     Agreement for the purchase of twelve (12) Aircraft, BRAD and Buyer
     agree that the Agreement is subject to the following conditions:

2.1  United Approval

     It is understood that Buyer requires approval to operate fifty (50)
     seat jet aircraft as a United Express operator, on terms
     satisfactory to Buyer ("United Approval").  If on or before [*  ]
     Buyer determines that United Approval will not be achieved by such
     date, or in any event Buyer has not received United Approval by [
     *] then either party may, unless the parties agree to extend said
     date with such amendment to the terms hereof that may be
     appropriate in the circumstances, terminate this Agreement by
     providing ten (10) days prior notice, which notice shall be given
     on or before [ *]


2.2  Board Approval

     BRAD and Buyer confirm to each other they have each obtained the
     required authorizations and fulfilled any conditions applicable to
     enable each of them to enter into this Agreement, except that
     Buyer's final acceptance of the Agreement will be conditioned on
     the approval of Buyer's Board of Directors to be obtained ten (10)
     business days following execution of the Agreement, failing receipt
     of which, either party may terminate this Agreement by providing
     ten (10) days prior notice.

2.3  Termination

     Upon notification of termination as provided by Articles 2.1 and
     2.2 above, BRAD shall, [       *
     
     
     
     
                                  ]

3.0  The provisions of this Letter Agreement are personal to Buyer and
     shall not be assigned or otherwise disposed of by Buyer without the
     prior written consent of BRAD.


Should there be any inconsistency between this Letter Agreement and the
Agreement with respect to the subject matter covered by the terms
hereof, then this Letter Agreement shall prevail.


Yours truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts





Acknowledged and Accepted


Atlantic Coast Airlines



________________________                Date:_____________
James B. Glennon
Sr. Vice President and C.F.O.


               CONFIDENTIAL PORTIONS HAVE BEEN OMITTED
               AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A CONFIDENTIAL
               TREATMENT REQUEST.

               Bombardier Inc.
     Bombardier Regional Aircraft
          Division
     Garratt Boulevard
     Downsview, Ontario
     Canada M3K 1Y5
     Telephone (416) 633-7310


December 17, 1998
Our Ref: B98-7701-RJTL-RJ0350-003B


Atlantic Coast Airlines
515A Shaw Road,
Sterling, Virginia,
U.S.A. 20166


Gentlemen,

Letter Agreement No. 003B to Purchase Agreement No. RJ-0350 dated
January 8, 1997 (the "Agreement") between Bombardier Inc. ("BRAD") and
Atlantic Coast Airlines ("Buyer") relating to the purchase of forty-
three (43) Canadair Regional Jet Aircraft (the "Aircraft")

This Letter Agreement No. 003B dated December 17, 1998 cancels and
supersedes Letter Agreement No. 003A dated March 31, 1998 .

Subject:  Option Aircraft

1.0  This letter constitutes an integral part of the Agreement and
     evidences our further agreement with the matters set forth below.
     All terms used herein and in the Agreement and not defined herein,
     shall have the same meaning as in the Agreement.

2.0  In consideration of the purchase of the Firm Aircraft, BRAD will
     grant to Buyer the right to purchase seventeen (17) Option Aircraft
     in accordance with the following conditions:
     (a)  Number of Options
     
          The Option Aircraft are [     *
          
                                                 ]
     
     (b)  Terms
     
          (i)  The Option Aircraft will be as described in Article 2 of
               the  Agreement.
          
          (ii) The base price for each of the Option Aircraft excluding
               the Buyer selected optional features, Ex Works (Incoterms
               1990) BRAD's facilities in Montreal, Quebec shall be
               [     *
               
                                              ]  The base price of the
                Buyer Selected Special Optional Features shall be
               [     *
               
               
                                ]  The price of the Aircraft shall
               be the sum of the Aircraft Base Price and the price of
               the Buyer Selected Optional Features, and is subject to
               escalation in accordance with the Economic Adjustment
               Formula attached as Appendix I to the Agreement, [     *
               
                                          ] of each Option Aircraft
               ("Option Aircraft Purchase Price").
          
          (iii)     Unless expressly provided for in the Agreement, the
               terms and conditions of the Agreement (including Letter
               Agreements, except as noted below) shall apply mutatis
               mutandis to the Option Aircraft, with the exception that
               the provisions for (i) [     *
                                     ] and (ii) with respect to Annex A
               training courses as specified in
               Article 3.2.5 (flight dispatch), Article 3.3.3 (ground
               handling), Article 3.3.4 (general familiarization) and
               Article 3.3.5 (engine run-up), and (iii) a start-up team
               as found in Article 3 of Letter Agreement No. 10
               (Additional Customer Support) shall not apply to the
               Option Aircraft.
          (iv) The following Letter Agreements shall not apply to the
               Option Aircraft and are hereby excluded:
                 Letter Agreement No. 2 (Conditions Precedent)
                 Letter Agreement No. 4 (Options)
                 Letter Agreement No. 11 (Spares)
                 Letter Agreement No. 19 (Transferability)
                 Letter Agreement No. 20 (United Approval)
                 Letter Agreement No. 23 (Compensation)
                 Letter Agreement No. 24 (Additional Options)
          
          (v)  Letter Agreement No. 6 (Operational Restrictions), Letter
               Agreement No. 8 (Schedule Completion Rate), Letter
               Agreement No. 9 (Maintenance Cost) and Letter Agreement
               No. 12 (Marketing Support) shall apply mutatis mutandis
               to the Option Aircraft, with specific terms for Option
               Aircraft as set out therein.
          
     (c)  Exercise Procedures for Blocks No. 1, 2, 3, 4 and 5
     
          Timing and procedures for the exercise of options for aircraft
          in each Block shall be as follows:
          
          (i)  [     *                        ] prior to the first day
               of the desired delivery month of the
               first aircraft in that Block:
          
                   Buyer shall give notice ("Notice of Intention") to BRAD
                    of it s
                 conditional intention to purchase Option Aircraft and
                 indicating its
                 desired delivery months for the Option Aircraft in that
                 Block; and
               
                   Buyer shall pay to BRAD a reservation fee
                   ("Reservation Fee") of
                 [     *     ] per Option
                 Aircraft.
               
                   Buyer shall not request delivery positions [     *  ]
          
          (ii) During the month following Notice of Intention, BRAD and
               Buyer will discuss and agree on available delivery
               positions, [     *
               
               
               
               
               
               
               
               
               
                                     ]
          
          (iv) Within [     *          ] following Notice of Intention:
          
                   Buyer shall give notice ("Notice of Exercise") to BRAD of its
                 exercise of its option to purchase the Option Aircraft in
               the respective
                 Block, at which time the Option Aircraft shall become Aircraft;
                               and
               
                   Coincident with a Notice of Exercise, Buyer shall make
                   payments to
                 BRAD as is necessary to bring the total amount of Total
                  Deposits held to
                 the amount identified in Article 5.2 of the Agreement; and
               
                   Reservation fees shall be applied as follows:
          
                     For each Option Aircraft for which Notice of Exercise
                    has been
                    made, all Reservation Fees paid shall be applied
                    toward the Total
                    Deposits, if any, that are then due, or if no Total
                    Deposits are due,
                    shall be refunded by direct bank transfer within
                    [     *              ]of Notice of Exercise;
                 
                     [     *
                    
                    
                    
                                 ]
          
          (v)  [     *
               
          
                                
                                
                                
                                
                                
          
          
          
          
                ]

3.0  BRAD will, upon payment for and delivery of each Option Aircraft,
     at no additional charge to Buyer, extend the term of Article 1.2.2
     of Annex A of the Agreement (the Field Service Representative
     ("FSR")) by two (2) additional months.

4.0  In the event of the Termination of the Agreement, this Letter
     Agreement shall become automatically null and void.

5.0  Upon exercise of Buyer's rights to purchase in accordance with this
     Letter Agreement, the parties shall amend the Agreement or enter
     into an additional purchase agreement in order to give effect to
     the purchase of Option Aircraft in accordance with the terms and
     conditions thereof.

6.0  The provisions of this Letter Agreement are personal to Buyer and,
     except as part of an assignment of the Agreement as expressly
     permitted by the provisions in Article 20 of the Agreement, shall
     not be assigned or otherwise disposed of by Buyer without the prior
     written consent of BRAD.

Should there be any inconsistency between this Letter Agreement and the
Agreement with respect to the subject matter covered by the terms
hereof, then this Letter Agreement shall prevail.


Yours truly,
BOMBARDIER INC.



________________________                Date:_____________
Anthony Prezioso
Manager, Contracts




Acknowledged and Accepted




ATLANTIC COAST AIRLINES



________________________                Date:_____________
Kerry B. Skeen
President and C.E.O.


               

CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL
     TREATMENT REQUEST.

January 8, 1997
Our Ref: B96-7701-RJTL-RJ0350-004


Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164


Gentlemen,

Letter Agreement No. 004 to Purchase Agreement No. RJ-0350 dated January
8, 1997 (the "Agreement" between Bombardier Inc. ("BRAD") and Atlantic
Coast Airlines ("Buyer") relating to the purchase of twelve (12)
Canadair Regional Jet Aircraft (the "Aircraft")

Subject:  Options

1.0  This letter constitutes an integral part of the Agreement and
     evidences our further agreement with the matters set forth below.
     All terms used herein and in the Agreement and not defined herein,
     shall have the same meaning as in the Agreement.

2.0  In consideration of Buyer having entered into the above referenced
     Agreement, and in addition to the provisions of Letter Agreement
     No. 003, [     *
     
                                     ]

     (a)  [     *
                                                                       ]
     
     (b)  [     *
          
          
          
          
          
                                        ]

       [                    *                   
                                           
                                           
                                           
                                                
                                                
                                                
                                                
                                             ]

     (c)  [     *
                                  ]

                                    
                                    
                                    
                                    

          [     *
          
                                                                    ]

     (d)  [     *


















               ]

3.0  In the event of the Termination of the Agreement, this Letter
     Agreement shall become automatically null and void.

4.0  Upon exercise of Buyer's rights to purchase in accordance with this
     Letter Agreement, the parties shall amend the Agreement or enter
     into an additional purchase agreement in order to give effect to
     the purchase of Option Aircraft in accordance with the terms and
     conditions thereof.

5.0  The provisions of this Letter Agreement are personal to Buyer and,
     except as part of an assignment of the Agreement as expressly
     permitted by the provisions of Article 20 of the Agreement, shall
     not be assigned or otherwise disposed of by Buyer without the prior
     written consent of BRAD.

Should there be any inconsistency between this Letter Agreement and the
Agreement with respect to the subject matter covered by the terms
hereof, then this Letter Agreement shall prevail.


Yours truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts





Acknowledged and Accepted


Atlantic Coast Airlines



________________________                Date:_____________
James B. Glennon
Sr. Vice President and C.F.O.

CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL
     TREATMENT REQUEST.
               Bombardier Inc.
     Bombardier Regional Aircraft
          Division
     Garratt Boulevard
     Downsview, Ontario
     Canada M3K 1Y5
     Telephone (416) 633-7310



November 21, 1997
Our Ref: B96-7701-RJTL-RJ0350-005B


Atlantic Coast Airlines
515A Shaw Road,
Sterling, Virginia,
U.S.A. 20166


Gentlemen,

Letter Agreement No. 005B to Purchase Agreement No. RJ-0350 dated
January 8, 1997 (the "Agreement" between Bombardier Inc. ("BRAD") and
Atlantic Coast Airlines ("Buyer") relating to the purchase of twenty-
three (23) Canadair Regional Jet Aircraft (the "Aircraft")

This Letter Agreement No. 005B dated November 21, 1997 cancels and
supersedes Letter Agreement No. 005A dated May 19, 1997.

Subject:  FIPP

1.0  This letter constitutes an integral part of the Agreement and
     evidences our further agreement with the matters set forth below.
     Unless otherwise specified, the term "Aircraft" in this Letter
     Agreement only shall refer additionally to the thirty-seven (37)
     Option Aircraft as well as the thirty-three (33) Firm Canadair
     Regional Jet Aircraft.  All other terms used herein and in the
     Agreement and not defined herein, shall have the same meaning as in
     the Agreement.

2.0  BRAD will participate with Buyer in a
     [     *
     
                 ] ("FIPP") pursuant to which [     *
     
























3.0  In the event of termination pursuant to Article 16.1 or 16.2 for
     the default of Buyer or in the event of default of Buyer (or its
     assignee) under a financing arrangement referred to in Letter
     Agreement No. 007B which results in a termination of such an
     arrangement, this Letter Agreement shall become automatically null
     and void.  [     *
     
                                                ]

4.0  The provisions of this Letter Agreement are personal to Buyer and
     shall not be assigned or otherwise disposed of by Buyer without the
     prior written consent of BRAD [     *
     
                                                                       ]
     except to a member of the Buyer's group of companies to which
     reference is made in paragraph 20.1, 20.2 or 20.3 of the Agreement.
     [     *
     
     
     
     
                                                               ]
     provided: (i) that the confidentiality of the terms of this
     Letter Agreement be maintained in a manner satisfactory to both
     parties; (ii) that there is no increase in the liability or
     exposure of BRAD, (iii) that Buyer remains jointly and severally
     liable with assignee, except in the event of the sale of the
     Aircraft where BRAD is released of its obligation under the
     financing, and (iv) that BRAD shall be given a first right of
     refusal to purchase the Aircraft at the same terms and conditions
     as that agreed to with assignee.

5.0  [     *
     


















                                                 ]


Should there be any inconsistency between this Letter Agreement and the
Agreement with respect to the subject matter covered by the terms
hereof, then this Letter Agreement shall prevail.


Yours truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts





Acknowledged and Accepted


Atlantic Coast Airlines



________________________                Date:_____________
Paul Tate
Sr. Vice President and C.F.O.


CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL
     TREATMENT REQUEST.
January 8, 1997
Our Ref: B96-7701-RJTL-RJ0350-006


Atlantic Coast Airlines,
1 Export Drive,
Sterling, Virginia,
U.S.A.  20164


Gentlemen,

Letter Agreement No. 006  to Purchase Agreement No. RJ-0350 dated
January 8, 1997  (the "Agreement") between Bombardier Inc. ("BRAD") and
Atlantic Coast Airlines, Inc ("Buyer") relating to the purchase of
twelve (12) Canadair Regional Jet Aircraft (the "Aircraft")

Subject:  Operational Restrictions

1.0  This letter constitutes an integral part of the Agreement and
     evidences our further agreement with the matters set forth below.
     All terms used herein and in the Agreement and not defined herein,
     shall have the same meaning as in the Agreement.

2.0  Grounding

2.1  In the event that

     (a)  the FAA issues an Airworthiness Directive that is ultimately
          attributable to a defect in the design and/or manufacturing of
          the Canadair Regional Jet Aircraft (taking into account the
          state of the art at the time of design or manufacture) that
          results in a grounding or operational restrictions of all or
          part of Buyer's fleet of Aircraft (except where directed at
          Buyer or resulting from Buyer's operating or maintenance
          practices), which effectively prevents Buyer from operating
          the Aircraft in revenue service for more than
          [     *                 ] or
     
     (b)  Buyer is prevented from operating the Aircraft in revenue
          service for more than [     *
                                                 ] by a court order in
          the case of a patent infringement claim or
          action filed before a court in Canada or the United States,
     
          [     *
          
          
          
          
          
          
          
          
                          ]

3.0  During the time that Buyer is prevented from operating the Aircraft
     due to such operational restrictions, Buyer shall use best efforts
     to reschedule the Aircraft within its total route system such that
     the restriction does not prevent the Aircraft from operating in
     revenue service.

4.0  The undertaking by BRAD in this Letter Agreement excludes any such
     grounding or operational restriction caused by:

     (i)  BFE or Buyer-selected equipment or other products or parts not
          specifically approved by BRAD;
     
     (ii) failure by Buyer (subject to parts availability) to comply
          with or incorporate a service bulletin which would have
          prevented the grounding;
     
     (iii)     failure by Buyer to comply with the conditions of the
          Airworthiness Directive, within a reasonable length of time
          given the availability of BRAD Parts, Vendor Parts or
          Powerplant Parts;
     
     (iv) modifications made to the Aircraft or its Vendor Parts
          subsequent to the Delivery Date by Buyer or a third party,
          unless approved by BRAD;
     
     (v)  failure to operate or maintain the Aircraft in accordance with
          the Technical Data; or
     
     (vi) not operating the Aircraft in normal commercial airline
          service.

5.0  The term of this Letter Agreement shall commence on the date of
     start of revenue service of Buyer's first Aircraft and shall expire
     five (5) years thereafter.

6.0  Without limitation to the foregoing, during any period of grounding
     or operational restrictions, BRAD will diligently work to correct
     the cause(s) relating thereto and Buyer will provide all reasonable
     assistance, if required.

7.0  Limitation

7.1  [     *
     
     
















                    ]

8.0  The provisions of this Letter Agreement are personal to Buyer and
     shall not be assigned or otherwise disposed of by Buyer except as
     part of an assignment of the Agreement without the prior written
     consent of BRAD.

9.0  This Letter Agreement constitutes an integral part of the Agreement
     and subject to the terms and conditions contained therein.

10.0 In the event of the Termination of the Agreement, this Letter
     Agreement shall become automatically null and void unless this
     Agreement is terminated by Buyer pursuant to Article 16.1 or 16.2
     as a result of a default or breach of this Agreement by BRAD, or as
     a result of an Excusable Delay
     [     *                               ] in which event the terms
     and conditions of this Letter Agreement will continue to apply to
     the Aircraft delivered prior to the date of termination.

Should there be any inconsistency between this Letter Agreement and the
Agreement with respect to the subject matter covered by the terms
hereof, then this Letter Agreement shall prevail.


Yours very truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts





Acknowledged and Accepted


Atlantic Coast Airlines



________________________                Date:_____________
James B. Glennon
Sr. Vice President and C.F.O.

CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL
     TREATMENT REQUEST.
               Bombardier Inc.
     Bombardier Regional Aircraft
          Division
     Garratt Boulevard
     Downsview, Ontario
     Canada M3K 1Y5
     Telephone (416) 633-7310


November 21, 1997
Our Ref: B96-7701-RJTL-RJ0350-007B

Atlantic Coast Airlines
515A Shaw Road,
Sterling, Virginia,
U.S.A. 20166


Gentlemen,

Letter Agreement No. 007B to Purchase Agreement No. RJ-0350 dated
January 8, 1997 (the "Agreement") between Bombardier Inc. ("BRAD") and
Atlantic Coast Airlines ("Buyer") relating to the purchase of twenty-
four (24) Canadair Regional Jet Aircraft (the "Aircraft")

This Letter Agreement No. 007B dated November 21, 1997 cancels and
supersedes Letter Agreement No. 007A dated May 19, 1997.

Subject:  Financing

1.0  This letter constitutes an integral part of the Agreement and
     evidences our further agreement with the matters set forth below.
     All terms used herein and in the Agreement and not defined herein,
     shall have the same meaning as in the Agreement.

1.1  This Letter Agreement describes the general terms and conditions of
     the financing assistance to be provided by BRAD to Buyer.  [     *
     
                                                ] collectively referred
     to as the "Financed Aircraft").

2.0  Financing Assistance

2.1  Lease financing of the Financed  Aircraft will be arranged by Buyer
     working in close coordination with and supported by BRAD with
     backstop financing to be underwritten by BRAD as generally outlined
     below. Any information related to the form and amount of any
     support which may be provided by BRAD is to be treated as
     confidential and is not to be provided by Buyer to any third party
     without the express written consent of BRAD and then only subject
     to the third party agreeing to BRAD's confidentiality agreement.
     It is Buyer's responsibility to have such form executed with any
     third party prior to Buyer's disclosure of any such information and
     to provide such form to BRAD for approval.  The above does not
     apply where Buyer or the applicable third party is required to
     disclose such information by law or compelled by court order to do
     so.  It is acknowledged that Buyer's advisor Babcock & Brown has
     received a copy of this proposal and that BRAD and Babcock & Brown
     will execute a confidentiality agreement.

2.2  [     *
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                                                          ]

2.3  Buyer and BRAD will work together to structure, arrange and source
     acceptable third party lease financing based on Buyer's and
     Guarantor's credit. If Buyer, in conjunction with BRAD, is unable
     to arrange such lease financing as described above in the first
     sentence of paragraph 2.1 on the basis of Buyer's and Guarantor's
     credit, [     *
     
     
     
     
     
     
     
     
     
     
                                          ]

2.4  [     *
     
     
     
     
     
     
     
                   ]

2.5  [     *
     
                                                       ]

2.6  [     *
     
     
     
     
     
     
     
     
     
     
     
     
     
              ]

2.7  [     *
     
     
     
     
     
     
     
     
                                                 ]

     [     *
          
          
          
          
          
          
          
          
          
          
            ]

2.8  [      *
     
     
     
     
        ]

2.9  [     *
     
     
     
     
     
     
     
     
                                              ]

3.0  [     *
     
     
     
     
     
                                              ]

4.0  In the event of the termination of the Agreement pursuant to
     Article 16.1 or 16.2 as a result of a default or breach of this
     Agreement by Buyer, or in the event of a default of Buyer (or its
     assignee) under a financing arrangement referred to Letter
     Agreement No. 007B which results in termination of such
     arrangement, this Letter Agreement shall become automatically null
     and void.

5.0  The provisions of this Letter Agreement are personal to Buyer and
     shall not be assigned or otherwise disposed of by Buyer except as
     part of an assignment of the Agreement expressly permitted by
     Article 20 of the Agreement.



Should there be any inconsistency between this Letter Agreement and the
Agreement with respect to the subject matter covered by the terms
hereof, then this Letter Agreement shall prevail.


Yours truly,
BOMBARDIER INC.





________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts


Acknowledged and Accepted


Atlantic Coast Airlines






________________________                Date:_____________
Paul Tate
Sr. Vice President and C.F.O.
                                 ANNEX A


[     *



























                                                            ]
[     *
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
      ]


                                 [     *


























          ]








**** 7.0    [     *











                       ]

*** 8.0The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer except as part of an assignment of the
     Agreement expressly permitted by Article 20 of the
     Agreement (with the exception of Article 4.0 and 7.0
     hereof, which can only be assigned to a wholly owned
     subsidiary).

9.0  This Letter Agreement constitutes an integral part of
     the Agreement and subject to the terms and conditions
     contained therein.

10.0 In the event of the Termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void.




               
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.

January 8, 1997
Our Ref: B96-7701-RJTL-RJ0350-008


Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164


Gentlemen,

Letter Agreement No. 008 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of twelve (12) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Schedule Completion Rate

1.0  This letter constitutes an integral part of the
     Agreement and evidences our further agreement with the
     matters set forth below.  All terms used herein and in
     the Agreement and not defined herein, shall have the
     same meaning as in the Agreement.

2.0  Intent

     The intent of the Schedule Completion Rate
     [     *                         ] is to achieve the
     full potential of the inherent technical reliability of
     the Aircraft [      *
     
     
     
                                                  ]

3.0  Definition

     [     *
     
     
        ]

4.0  [     *                   ]

     [     *
     
     
        ]

5.0  [     *                   ]

     [     *
     
     
     
     
        ]

6.0  Formula

     [     *
     
     
        ]

     [     *








   ]

7.0  Assumptions

     [     *
     
     
     
        ]

8.0  Conditions and Limitations

          8.1  [     *
          
                                       ]

               [     *
               
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                                   ]

          8.2  Reporting

               Buyer shall provide to BRAD not later than
          [     *
                             ] all reports as required by
          Buyer's regulatory authority relating to dispatch
          reliability and schedule completion.  [     *
          
          
          
                           ]  Buyer shall also provide BRAD
          such other
           information and data as BRAD may reasonably
          request for the purpose of analyzing
          [     *                                      ]. BRAD shall
          respond to the data in a timely manner and
          shall provide Buyer with a summary of fleetwide
          dispatch reliability reports [     *
          
                            ]

          8.3  Master Record

               The master record of Schedule Completion Rate
          will be maintained by BRAD in its format based
          upon information provided by Buyer's maintenance
          control program as requested herein.

               BRAD will provide a copy to Buyer of the
          data.  Buyer shall review the data and if it is
          not in agreement with Buyer's records, Buyer and
          BRAD will consult to resolve any differences.

9.0  Corrective Action

          9.1  In the event the achieved schedule completion
          rate, as reported to Buyer by BRAD,
          [     *
                                                          ]
          BRAD and Buyer will
           jointly review the performance for that period to
          identify improvement changes
           required.
          [       *
                                 ]

               [     *
               
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
         ]

          9.2  [     *
                       ] shall be dependent upon the
          quality, extent and regularity of information and
          data reported to BRAD by Buyer.


10.0 Implementation of Changes

     Buyer may, at its option, decline to implement any
     change proposed by BRAD under Article 9.0 above.  If
     Buyer so declines, [     *
     
     
     
     
        ]


11.0 [     *



























                                                          ]

12.0 [     *              ]

     [     *
     
     
                  ]

13.0 Limitation of Liability

     [     *


















                                                          ]


14.0 The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer without the prior written consent of BRAD,
     which consent shall not be unreasonably withheld.

15.0 This Letter Agreement constitutes an integral part of
     the Agreement and subject to the terms and conditions
     contained therein.

16.0 In the event of the Termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void.


Should there be any inconsistency between this Letter
Agreement and the Agreement with respect to the subject
matter covered by the terms hereof, then this Letter
Agreement shall prevail.


Yours truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts





Acknowledged and Accepted


Atlantic Coast Airlines



________________________                Date:_____________
James B. Glennon
Sr. Vice President and C.F.O.
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
               Bombardier Inc.
     Bombardier Regional Aircraft
          Division
     Garratt Boulevard
     Downsview, Ontario
     Canada M3K 1Y5
     Telephone (416) 633-7310

December 17, 1998
Our Ref: B96-7701-RJTL-RJ0350-009B


Atlantic Coast Airlines
515A Shaw Road,
Sterling, Virginia,
U.S.A. 20166


Dear Sirs,

Letter Agreement No. 009B to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines, Inc. ("Buyer")
relating to the purchase of forty-three (43) Canadair
Regional Jet Aircraft (the "Aircraft")


This Letter Agreement No. 009B dated December 17, 1998
cancels and supersedes Letter Agreement No. 009A dated
August 21,1998.

Subject:  Airframe Direct Maintenance Cost

1.0  This letter constitutes an integral part of the
     Agreement and evidences our further agreement with the
     matters set forth below.  All terms used herein and in
     the Agreement and not defined herein, shall have the
     same meaning as in the Agreement.


2.0  Intent

     2.1  The intent of the Airframe direct maintenance cost
          [     *     ] is to achieve the full potential of
          the maintainability of the Aircraft [     *
                       ]  [     *
          
                           ]
     
     2.2  The "Airframe" shall mean the Aircraft excluding
          Power Plant Parts, APU parts, seatcovers and
          carpets, Collins Avionics Components, Buyer
          Furnished Equipment (BFE) and Ground Support
          Equipment (GSE).

3.0  Airframe Direct Maintenance Cost [     *          ]

     3.1  [     *
          
          
          
          
          
                  ]

          3.1.1     The term of this Letter Agreement shall
               commence on the first day of the month
               following delivery of the first Aircraft and
               shall end seven (7) years thereafter;
          
          3.1.2     [     *
               
          
          
          
          
          
                  ]
          
          3.1.3     [     *
          
          
          
          
          
                  ]

     3.2  [     *
          
                  ]

               [     *
               
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
        ]

4.0  Calculation of Cost

     4.1  Airframe Direct Maintenance Material Cost
     ("ADMMC")

          The ADMMC is defined as the cost of material
          consumed, which excludes initial provisioning
          purchases, for the direct airframe maintenance of
          the aircraft, less any transportation, duties,
          taxes or license fees. Notwithstanding Buyer's
          internal cost allocation system all elements of
          indirect material such as cleaning supplies,
          consumable tools, hydraulic fluids, oils and
          greases, welding supplies and adhesives are
          excluded from the calculation of ADMMC.

     4.2  Airframe Direct Outside Service Cost ("ADOSC")
     
          The ADOSC is defined as the cost expended in
          outside services for direct airframe and component
          maintenance of the aircraft.  The ADOSC shall
          include the total outside service charges of both
          labour and material costs, but excluding
          transportation and taxes.
     
     4.3  Hourly Airframe Direct Maintenance Cost ("ADMC")
     
          The following formula shall be used to calculate
          the hourly ADMC:
     
               ADMC =    ADMMC + ADOSC
                                     T
               Where:
     
               ADMMC     =    Airframe Direct Maintenance
          Material Cost,
     
               ADOSC     =    Airframe Direct Outside
          Service Cost,
     
                    T    =    Total flight hours for the
          Aircraft recorded for
                              the applicable period.
     
          4.4  Exclusion of In-House Labour Costs
     
               For more certainty, the parties agree that
               all labour costs incurred in-house by Buyer
               in maintaining the Aircraft, including but
               not limited to scheduled and routine
               maintenance, troubleshooting, removal and
               installation of parts, is excluded
               [     *          ]

5.0  [     *              ]

5.1  [     *                        ]

     5.1.1     [     *
          
     
     
     
             ]
     
     5.1.2     [     *
          
     
     
     
             ]
     

          [     *












   ]


     5.1.3     [     *
          
     
     
     
     
     
        ]
     
     5.1.4     [     *
          
                  ]

5.2  [     *                               ]

     5.2.1     [     *
          
     
     
     
             ]
     
     5.2.2     [     *
          
                  ]

          [     *








                                                          ]

          [     *
     
     
        ]

6.0  Final Adjustment

     6.1  [     *
          
     
     
     
     
        ]
     
     
     6.2  [     *
          
                  ]
     
          [     *
     
     
     
     
     
     
     
     
     
     
     
             ]
     
     6.3  [     *
     
     
     
        ]
     
     6.4  [     *
     
     
     
     
        ]
     
     6.5  [     *
     
     
     
     
     
     
     
     
     
        ]
     
          [     *
     
     
     
        ]
     
     6.6  [     *
          
     
     
     
     
     
     
     
     
     
     
     
     
             ]
     
     6.7  [     *
          
     
     
     
     
     
     
     
     
     
     
             ]

7.0  [     *          ]

     [     *







   ]

8.0  Reporting

     8.1  Buyer will furnish data to BRAD to allow BRAD to
          carry out its analysis and tracking of Buyer's
          maintenance costs with respect to
          [     *          ].  If Buyer is not in agreement
          with BRAD's request for specific data and format,
          Buyer and BRAD will consult to resolve any
          differences.
     
     8.2  BRAD shall provide a quarterly report to Buyer on
          the status of the Airframe direct maintenance cost
          based on the data submitted by Buyer and approved
          by BRAD.  BRAD shall review the report and, if the
          supporting data is not in agreement with Buyer's
          records, Buyer and BRAD will consult to resolve
          any differences.  [     *
     
     
     
             ]
     
     8.3  BRAD shall not contest any data, as supplied by
          Buyer, once the [     *                      ] has
          been agreed to.
     
     8.4  [     *
     
     
                                                      ]

9.0  Limitation of Liability

     [     *


















                                                          ]

10.0 The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer without the prior written consent of BRAD,
     which shall not be unreasonably withheld.

11.0 This Letter Agreement constitutes an integral part of
     the Agreement and subject to the terms and conditions
     contained therein.

12.0 In the event of the termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void unless this Agreement is terminated by Buyer
     pursuant to Article 16.1 or 16.2 as a result of a
     default or breach of this Agreement by BRAD, or as a
     result of an Excusable Delay or [     *
     
     
     
     
        ]

Should there be any inconsistency between this Letter
Agreement and the Agreement with respect to the subject
matter covered by the terms hereof, then this Letter
Agreement shall prevail.


Yours very truly,
BOMBARDIER INC.



________________________                Date:_____________
Anthony Prezioso
Manager, Contracts





Acknowledged and Accepted


ATLANTIC COAST AIRLINES



________________________                Date:_____________
Kerry B. Skeen
President and C.E.O.

                         APPENDIX A
                              
     AIRFRAME DIRECT MAINTENANCE COST [     *          ]

[     *                     ]


The following is a listing of all assumptions used to
determine [     *               ] per flight hour.  It is
understood by the parties that these assumptions may change
in which case the parties, with mutual agreement, will
adjust [     *               ]

1.   All costs are based upon Specification.

2.   All costs are based on the maintenance inspection
     intervals in the Buyer's regulatory agency approved
     maintenance program.

3.   All costs are expressed in July 1, 1997 United States
     Dollars subject to escalation in accordance with the
     terms of Appendix B of this Letter Agreement, and are
     rounded to the nearest whole dollar.

5.   Buyer's subcontract airframe labour rate per man-hour
     is [     *
     
     
     
        ]

6.   [     *
                                    ]

7.   Annual average Aircraft utilization is not more than
     [     *                                           ]
     flight hours per year.

8.   Buyer's average annual flight duration for the Aircraft
     will be [     *          ] minutes per departure.

9.   Total number of Aircraft Buyer has on firm order from
     BRAD (including delivered Aircraft under the Agreement)
     equals [     *                         ]
     Should Buyer's average annual flight duration change
     throughout the [     *                             ] a
     new Airframe Direct Maintenance Cost [     *          ]
     value will be generated as per the following formula:


          [     *
























                                                          ]


9.   Buyer's subcontracted maintenance cost levels are:

     ATA CHAPTER    PERCENT

     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]
     [     *
                                          ]

                         APPENDIX B
                              
              ADMCG Economic Adjustment Formula


The [     *                    ] will be calculated using
the following [     *                    ] Formula.  The
[     *     ] term is specified in Section 3.1.1 of the
Letter Agreement.

[     *
































       ]


               
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.

January 8, 1997
Our Ref: B96-7701-RJTL-RJ0350-010


Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164


Gentlemen,

Letter Agreement No. 010 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of twelve (12) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Additional Customer Support

1.0  This letter constitutes an integral part of the
     Agreement and evidences our further agreement with the
     matters set forth below.  All terms used herein and in
     the Agreement and not defined herein, shall have the
     same meaning as in the Agreement.

2.0  Training

     2.1  General Terms
     
          2.1.1     The objective of the training programs
               (the "Programs"), as described herein, shall
               be to familiarize and assist Buyer's
               personnel in the introduction, operation, and
               maintenance of the aircraft.
          
               BRAD shall offer to the Buyer the Programs in
               the English language at a BRAD designated
               facility.
          
               [     *
               
          
          
          
          
          
          
                     ]
          
          2.1.2     [     *
          
          
          
                     ]
          
          2.1.3     The Programs shall be designed to
               reflect the model and/or the configuration of
               the Aircraft and may include differences
               training to identify such configuration or
               model.  Manuals and training materials which
               are provided during the Programs exclude
               revision service.
          
          2.1.4     A Training Conference shall be held
               where possible no later than six (6) months
               prior to the Scheduled Delivery of the first
               aircraft to the Buyer, or as may be otherwise
               agreed, to establish the Programs' content
               and schedule.
     
     2.2  [     *
     
     
     
     
     
     
     
     
     
     
     
     
     
          
                     ]
     
     2.3  [     *
     
     
     
     
     
     
     
     
          
                     ]

3.0  [     *









      ]

4.0  [     *              ]

     4.1  [     *
          
     
     
     
     
     
     
                ]
     
     4.2  [     *
     
     
     
     
                ]
     
     4.3  In regard to Article 4.2, [     *
          
     
     
     
     
     
     
     
     
     
                ]

5.0  Manuals on CD-ROM

5.1  BRAD and Buyer are aware that BRAD is currently in the
     process of investigating and bringing on-line CD-ROM
     versions of various manuals.  BRAD hereby commits that
     in the event that it is able to successfully and cost-
     effectively complete this program, it will provide
     Buyer with CD-ROM versions of Buyer's technical
     publications [   *
     
     
     
     
           ]

6.0  [     *                                        ]

     [     *
     




      ]

7.0  [      *                               ]
















      ]

8.0  The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer except as part of an assignment of the
     Agreement expressly permitted by Article 20 of the
     Agreement (with the exception of Article 4.0 hereof,
     which can only be assigned to a wholly owned
     subsidiary).

9.0  This Letter Agreement constitutes an integral part of
     the Agreement and subject to the terms and conditions
     contained therein.

10.0 In the event of the Termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void.

Should there be any inconsistency between this Letter
Agreement and the Agreement with respect to the subject
matter covered by the terms hereof, then this Letter
Agreement shall prevail.


Yours very truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts





Acknowledged and Accepted


Atlantic Coast Airlines



________________________                Date:_____________
James B. Glennon
Sr. Vice President and C.F.O.


CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
January 8, 1997
Our Ref: B96-7701-RJTL-RJ0350-011

Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164


Gentlemen,

Letter Agreement No. 011 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of twelve (12) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Spares

1.0  This letter constitutes an integral part of the
     Agreement and evidences our further agreement with the
     matters set forth below.  All terms used herein and in
     the Agreement and not defined herein, shall have the
     same meaning as in the Agreement.

2.0  [     *
     








 ]


3.0  [     *
     








      ]

4.0  The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer except as part of an assignment of the
     Agreement (in whole but not in part) expressly
     permitted by Article 20 of the Agreement.

5.0  This Letter Agreement constitutes an integral part of
     the Agreement and subject to the terms and conditions
     contained therein.

6.0  In the event of the Termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void.


Should there be any inconsistency between this Letter
Agreement and the Agreement with respect to the subject
matter covered by the terms hereof, then this Letter
Agreement shall prevail.


Yours very truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts





Acknowledged and Accepted


Atlantic Coast Airlines



________________________                Date:_____________
James B. Glennon
Sr. Vice President and C.F.O.



CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
January 8, 1997
Our Ref: B96-7701-RJTL-RJ0350-012

Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164


Gentlemen,

Letter Agreement No. 012 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of twelve (12) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Marketing Support

1.0  This letter constitutes an integral part of the
     Agreement and evidences our further agreement with the
     matters set forth below.  All terms used herein and in
     the Agreement and not defined herein, shall have the
     same meaning as in the Agreement.

2.0  [     *
     












      ]

3.0  The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer except as part of an assignment of the
     Agreement expressly permitted under Article 20 of the
     Agreement.

4.0  This Letter Agreement constitutes an integral part of
     the Agreement and subject to the terms and conditions
     contained therein.

5.0  In the event of the Termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void.


Should there be any inconsistency between this Letter
Agreement and the Agreement with respect to the subject
matter covered by the terms hereof, then this Letter
Agreement shall prevail.


Yours very truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts





Acknowledged and Accepted


Atlantic Coast Airlines



________________________                Date:_____________
James B. Glennon
Sr. Vice President and C.F.O.



CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
January 8, 1997
Our Ref: B96-7701-RJTL-RJ0350-013

Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164


Gentlemen,

Letter Agreement No. 013 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of twelve (12) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Spares Credit

1.0  This letter constitutes an integral part of the
     Agreement and evidences our further agreement with the
     matters set forth below.  All terms used herein and in
     the Agreement and not defined herein, shall have the
     same meaning as in the Agreement.

2.0  [     *
     





      ]

3.0  [     *









 ]
     
4.0  [     *




 ]

5.0  The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer except as part of an assignment of the
     Agreement expressly permitted in Article 20 of the
     Agreement.

6.0  This Letter Agreement constitutes an integral part of
     the Agreement and subject to the terms and conditions
     contained therein.

7.0  In the event of the Termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void with respect to any undelivered Aircraft.


Should there be any inconsistency between this Letter
Agreement and the Agreement with respect to the subject
matter covered by the terms hereof, then this Letter
Agreement shall prevail.


Yours very truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts





Acknowledged and Accepted


Atlantic Coast Airlines



________________________                Date:_____________
James B. Glennon
Sr. Vice President and C.F.O.

CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
January 8, 1997
Our Ref: B96-7701-RJTL-RJ0350-014

Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164


Gentlemen,

Letter Agreement No. 014 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of twelve (12) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Taxes, Duties And Licenses

1.0  This letter constitutes an integral part of the
     Agreement and evidences our further agreement with the
     matters set forth below.  All terms used herein and in
     the Agreement and not defined herein, shall have the
     same meaning as in the Agreement.

2.0  The parties contemplate that at time of delivery, the
     Aircraft will be sold to a United States company or
     other USA entity (the "Lessor"), and directly exported
     from Canada and subsequently leased to Buyer.  [     *
     
     
     
     
           ]

3.0  [     *
     









      ]

4.0  [     *
     
     
     
      ]

5.0  The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer except as part of an assignment of the
     Agreement expressly permitted by Article 20 of the
     Agreement without the prior written consent of BRAD.

6.0  This Letter Agreement constitutes an integral part of
     the Agreement and subject to the terms and conditions
     contained therein.

7.0  In the event of the Termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void.

Should there be any inconsistency between this Letter
Agreement and the Agreement with respect to the subject
matter covered by the terms hereof, then this Letter
Agreement shall prevail.


Yours very truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts





Acknowledged and Accepted


Atlantic Coast Airlines



________________________                Date:_____________
James B. Glennon
Sr. Vice President and C.F.O.




CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
January 8, 1997
Our Ref: B96-7701-RJTL-RJ0350-015

Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164


Gentlemen,

Letter Agreement No. 015 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of twelve (12) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Airworthiness Directives

1.0  Intent

     In consideration of Buyer entering into the above-
     referenced Agreement, BRAD states that it is its
     intention to incorporate before delivery of the
     Aircraft any Mandatory Modification Service Bulletins
     outstanding on the Aircraft.  [     *
     
     
     
                          ]

2.0  Applicability

     The provisions of this Letter Agreement will apply to
     mandatory Airworthiness Directives ("AD"), and
     resulting service bulletins, issued by the DOT and/or
     the FAA pursuant to applicable regulations prior to the
     time of delivery of any Aircraft ("Mandatory
     Modification Service Bulletin").

3.0  Conditions

     For any Mandatory Modification Service Bulletin not
     incorporated on the Delivery Date, as defined in
     Article 2.0 above, BRAD shall, subject to the
     provisions of Article 8.5 of the Agreement,
     [     *
                             ] as provided in Article 4
     hereof.

4.0  [     *










      ]

5.0  This letter constitutes an integral part of the
     Agreement and evidences our further agreement with the
     matters set forth below.  All terms used herein and in
     the Agreement and not defined herein, shall have the
     same meaning as in the Agreement.

6.0  The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer except as part of an assignment of the
     Agreement expressly permitted in Article 20 of the
     Agreement.

7.0  In the event of the termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void unless this Agreement is terminated by Buyer
     pursuant to Article 16.1 or 16.2 as a result of a
     default or breach of this Agreement by BRAD, in which
     event the terms and conditions of this Letter Agreement
     will continue to apply to the Aircraft delivered prior
     to the date of termination.


Should there be any inconsistency between this Letter
Agreement and the Agreement with respect to the subject
matter covered by the terms hereof, then this Letter
Agreement shall prevail.


Yours very truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts





Acknowledged and Accepted


Atlantic Coast Airlines



________________________                Date:_____________
James B. Glennon
Sr. Vice President and C.F.O.



CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
January 8, 1997, 1996
Our Ref: B96-7701-RJTL-RJ0350-016


Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164


Gentlemen,

Letter Agreement No. 016 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of twelve (12) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Reconciliation

1.0  The parties recognize that in the course of the
     administration of this Agreement, [     *
     
     
                                            ] in accordance
     with the terms of the Agreement.

2.0  [     *
     










      ]

3.0  [     *




 ]

4.0  This letter constitutes an integral part of the
     Agreement and evidences our further agreement with the
     matters set forth below.  All terms used herein and in
     the Agreement and not defined herein, shall have the
     same meaning as in the Agreement.

5.0  The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer except as part of an assignment of the
     Agreement (in whole not in part) expressly permitted
     under Article 20 of the Agreement and otherwise such
     consent shall not be unreasonably withheld.

6.0  In the event of the Termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void.


7.0  Should there be any inconsistency between this Letter
     Agreement and the Agreement with respect to the subject
     matter covered by the terms hereof, then this Letter
     Agreement shall prevail.


Yours very truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts





Acknowledged and Accepted


Atlantic Coast Airlines



________________________                Date:_____________
James B. Glennon
Sr. Vice President and C.F.O.



CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
               Bombardier Inc.
     Bombardier Regional Aircraft
          Division
     Garratt Boulevard
     Downsview, Ontario
     Canada M3K 1Y5
     Telephone (416) 633-7310


November 21, 1997
Our Ref: B97-7701-AP-RJ0350-017


Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164


Gentlemen,

Letter Agreement No. 017 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement") between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of twenty-four (24) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Spare Parts Price Catalogue

This letter constitutes an integral part of the Agreement
and evidences our further agreement with the matters set
forth below. All terms used herein and in the Agreement and
not defined herein, shall have the same meaning as in the
Agreement.

1.0  In consideration of Buyer having entered into the above
     referenced Agreement, Bombardier hereby confirms,
     [     *






      ]

2.0  In the event that during [     *









      ]

3.0  In reference to Article 2 above, Bombardier and Buyer
     shall mutually agree on the [     *
                             ]

4.0  Except as provided for in Article 20.1 of the
     Agreement, the provisions of this Letter Agreement are
     personal to Buyer and shall not be assigned or
     otherwise disposed of by Buyer without the prior
     written consent of Bombardier.

5.0  This Letter Agreement constitutes an integral part of
     the Agreement and is subject to the terms and
     conditions contained therein.  To the extent of any
     inconsistency or conflict between this Letter Agreement
     and the Agreement, this Letter Agreement shall prevail.

Yours truly,
BOMBARDIER INC.


________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts


Acknowledged and Accepted

Atlantic Coast Airlines


________________________                Date:_____________
Paul Tate
Sr. Vice President and C.F.O.



CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
               Bombardier Inc.
     Bombardier Regional Aircraft
          Division
     Garratt Boulevard
     Downsview, Ontario
     Canada M3K 1Y5
     Telephone (416) 633-7310


November 21, 1997
Our Ref: B97-7701-AP-RJ0350-018


Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164



Letter Agreement No. 018 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of twenty-four (24) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Exercise of Twelve Option Aircraft

Gentlemen:

Reference is made to Notice of Intention to Exercise letter
dated August 27, 1997, whereby Buyer states of its intention
to purchase twelve (12) Option Aircraft pursuant to Letter
Agreement No. 003 of the Agreement and to Letter of Intent
dated October 30, 1997, whereby Buyer states the terms and
conditions by which Buyer will exercise its right to acquire
the Option Aircraft.

This letter constitutes an integral part of the Agreement
and evidences our further agreement with the matters set
forth below. All terms used herein and in the Agreement and
not defined herein, shall have the same meaning as in the
Agreement.

1.0  [     *
        ]

     1.1  [     *
     
     
     
     
     
     
                ]
     
     1.2  [     *
     
     
     
     
     
     
     
                ]

2.0  [     *                                      ]

     2.1  [     *
     
     
     
     
     
                ]
     
     2.2  [     *
     
     
     
     
     
     
     
                ]


3.0  [     *                          ]

     3.1  [     *
     
     
     
     
     
     
     
     
                ]

4.0  In the event of the termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void.

5.0  The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer without the prior written consent of
     Bombardier.


6.0  This Letter Agreement constitutes an integral part of
     the Agreement and is subject to the terms and
     conditions contained therein.  To the extent of any
     inconsistency or conflict between this Letter Agreement
     and the Agreement, this Letter Agreement shall prevail.



Yours truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts



Acknowledged and Accepted




Atlantic Coast Airlines



________________________                Date:_____________
Paul Tate
Sr. Vice President and C.F.O.



CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
               Bombardier Inc.
     Bombardier Regional Aircraft
          Division
     Garratt Boulevard
     Downsview, Ontario
     Canada M3K 1Y5
     Telephone (416) 633-7310


November 21, 1997
Our Ref: B97-7701-AP-RJ0350-019


Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164


Letter Agreement No. 019 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of twenty-four (24) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Transferability of Aircraft Delivery Positions

Gentlemen:

Reference is made to Notice of Intention to Exercise letter
dated August 27, 1997, whereby Buyer states of its intention
to purchase twelve (12) Option Aircraft pursuant to Letter
Agreement No. 003 of the Agreement and to Letter of Intent
dated October 30, 1997, whereby Buyer states the terms and
conditions by which Buyer will exercise its right to acquire
the Option Aircraft.

This letter constitutes an integral part of the Agreement
and evidences our further agreement with the matters set
forth below. All terms used herein and in the Agreement and
not defined herein, shall have the same meaning as in the
Agreement.


1.   [     *






 ]

2.   Subject to Article 20.5 of the Agreement, Buyer may
     [     *
     
     
     
           ]

3.   [     *



      ]

4.   In the event of the termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void.

5.   The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer without the prior written consent of
     Bombardier.

6.   This Letter Agreement constitutes an integral part of
     the Agreement and is subject to the terms and
     conditions contained therein.  To the extent of any
     inconsistency or conflict between this Letter Agreement
     and the Agreement, this Letter Agreement shall prevail.



Yours truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts



Acknowledged and Accepted




Atlantic Coast Airlines



________________________                Date:_____________
Paul Tate
Sr. Vice President and C.F.O.


CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
               Bombardier Inc.
     Bombardier Regional Aircraft
          Division
     Garratt Boulevard
     Downsview, Ontario
     Canada M3K 1Y5
     Telephone (416) 633-7310


November 21, 1997
Our Ref: B97-7701-AP-RJ0350-020


Atlantic Coast Airlines
1 Export Drive,
Sterling, Virginia,
U.S.A. 20164



Letter Agreement No. 020 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of twenty-four (24) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  United Approval

Gentlemen:

Reference is made to Notice of Intention to Exercise letter
dated August 27, 1997, whereby Buyer states of its intention
to purchase twelve (12) Option Aircraft pursuant to Letter
Agreement No. 003 of the Agreement and to Letter of Intent
dated October 30, 1997, whereby Buyer states the terms and
conditions by which Buyer will exercise its right to acquire
the Option Aircraft.

This letter constitutes an integral part of the Agreement
and evidences our further agreement with the matters set
forth below. All terms used herein and in the Agreement and
not defined herein, shall have the same meaning as in the
Agreement.


1.   United Approval

     1.1  The Aircraft from Block No. 2 of the Option
          Aircraft [     *] are conditional on United
          Airlines granting Buyer the authority to operate
          said Aircraft as a United Express operator, on
          terms satisfactory to Buyer ("United Approval").
     
          If on or before [     *] Buyer determines that
          United Approval will not be granted or received by
          such date, or in any event if Buyer has not
          received United Approval by such date for Block
          No. 2 of the Option Aircraft, then either party
          may, unless the parties agree to extent said date
          with such amendment to the terms hereof that may
          be appropriate in the circumstances, terminate the
          exercise of Block No. 2 of the Option Aircraft
          pursuant to Change Order No. 7, by providing ten
          (10) days notice.
     
     1.2  Similarly, the Aircraft derived from Block  No.  3
          of  the Option Aircraft [       *] are conditional
          on United Airlines granting Buyer the authority to
          operate   said   Aircraft  as  a  United   Express
          operator, on terms satisfactory to Buyer  ("United
          Approval").
     
          If on or before [   *] determines that United
          Approval will not be granted or received by such
          date, or in any event if Buyer has not received
          United Approval by such date for Block No. 3 of
          the Option Aircraft, then either party may, unless
          the parties agree to extend said date with such
          amendment to the terms hereof that may be
          appropriate in the circumstances, terminate those
          Aircraft positions held for Buyer pursuant to
          Letter Agreement No. 018 (Article 1.2), by
          providing ten (10) days notice.
          
2.   [    *]
          
     2.1  In  the  event that United Approval is not granted
          and either party terminates the exercise of Option
          Aircraft  Block No. 2 as specified in  1.1  above,
          then        Buyer        shall        [          *
          ]
     
     2.2  Similarly,  in the event that United  Approval  is
          not  granted  and  either party  terminates  those
          Option Aircraft delivery positions as specified in
          1.2    above,    then    Buyer    shall    [     *
          ]


3.   In the event of the termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void.

4.   The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer without the prior written consent of
     Bombardier.

6.   This Letter Agreement constitutes an integral part of
     the Agreement and is subject to the terms and
     conditions contained therein.  To the extent of any
     inconsistency or conflict between this Letter Agreement
     and the Agreement, this Letter Agreement shall prevail.


Yours truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts



Acknowledged and Accepted




Atlantic Coast Airlines



________________________                Date:_____________
Paul Tate
Sr. Vice President and C.F.O.


CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
               Bombardier Inc.
     Bombardier Regional Aircraft
          Division
     Garratt Boulevard
     Downsview, Ontario
     Canada M3K 1Y5
     Telephone (416) 633-7310

March 31, 1998
Our Ref: B98-7701-AP-RJ0350-021

Atlantic Coast Airlines
515A Shaw Road,
Sterling, Virginia,
U.S.A. 20166


Letter Agreement No. 021 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of twenty-three (23) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Flight Data Recorder

Gentlemen:

This letter constitutes an integral part of the Agreement
and evidences our further agreement with the matters set
forth below. All terms used herein and in the Agreement and
not defined herein, shall have the same meaning as in the
Agreement.


1.   [     *












      ]

2.   The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer without the prior written consent of
     Bombardier.

3.   This Letter Agreement constitutes an integral part of
     the Agreement and is subject to the terms and
     conditions contained therein.  To the extent of any
     inconsistency or conflict between this Letter Agreement
     and the Agreement, this Letter Agreement shall prevail.


Yours truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts




Acknowledged and Accepted




Atlantic Coast Airlines



________________________                Date:_____________
Paul Tate
Sr. Vice President and C.F.O.




CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.

               Bombardier Inc.
     Bombardier Regional Aircraft
          Division
     Garratt Boulevard
     Downsview, Ontario
     Canada M3K 1Y5
     Telephone (416) 633-7310

August 31, 1998
Our Ref: B98-7701-AP-RJ0350-022

Atlantic Coast Airlines
515A Shaw Road,
Sterling, Virginia,
U.S.A. 20166


Letter Agreement No. 022 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of thirty-three (33) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Cargo Floorboards

Gentlemen:

This letter constitutes an integral part of the Agreement
and evidences our further agreement with the matters set
forth below. All terms used herein and in the Agreement and
not defined herein, shall have the same meaning as in the
Agreement.

1.   [     *





      ]

2.   [     *
     
     
     
     
     
     
           ]
3.   [     *






      ]

4.   The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer without the prior written consent of
     Bombardier.

5.   This Letter Agreement constitutes an integral part of
     the Agreement and is subject to the terms and
     conditions contained therein.  To the extent of any
     inconsistency or conflict between this Letter Agreement
     and the Agreement, this Letter Agreement shall prevail.


Yours truly,
BOMBARDIER INC.



________________________                Date:_____________
Michel Bourgeois
Vice President, Contracts




Acknowledged and Accepted




Atlantic Coast Airlines



________________________                Date:_____________
Paul Tate
Sr. Vice President and C.F.O.
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
August 27, 1998

Tony Prezioso
Bombardier Inc.
123 Garratt Blvd.
Downsview, Ontario, Canada
M3K 1Y5

Re:  Letter Agreement No. 23 to Purchase Agreement (the
     "Purchase Agreement") Between Bombardier Inc. and
     Atlantic Coast Airlines dated January 8, 1997

Dear Tony:

     This Letter Agreement No. 23, when countersigned by
you, shall set forth our further understanding with regard
to the matters contained herein.
     
     [     *
     
     
     
     
     
     ]
     
     [     *
     
     
     
                                      ]
     
     All other terms and conditions of the Purchase
Agreement shall remain unchanged.  The foregoing terms are
subject to the terms and conditions of the Purchase
Agreement.  Defined terms used but not defined herein shall
be as defined in the Purchase Agreement.  All amounts
expressed herein shall be in U.S. dollars.
     
     In Witness Whereof, the parties hereto have executed
this Letter Agreement No. 23 as of the day and year first
above written.
     
AGREED and ACCEPTED:

Atlantic Coast Airlines  Bombardier, Inc.


By:  _____________________________ By:
     ____________________________
     Paul H. Tate

Title:    Senior Vice President    Title:


CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
               Bombardier Inc.
     Bombardier Regional Aircraft
          Division
     Garratt Boulevard
     Downsview, Ontario
     Canada M3K 1Y5
     Telephone (416) 633-7310

December 17, 1998
Our Ref: B98-7701-AP-RJ0350-024

Atlantic Coast Airlines
515A Shaw Road,
Sterling, Virginia,
U.S.A. 20166


Letter Agreement No. 024 to Purchase Agreement No. RJ-0350
dated January 8, 1997 (the "Agreement" between Bombardier
Inc. ("BRAD") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of forty-three (43) Canadair Regional Jet
Aircraft (the "Aircraft")

Subject:  Additional Option Aircraft

Gentlemen:

This letter constitutes an integral part of the Agreement
and evidences our further agreement with respect to the
matters set forth below. All terms used herein and in the
Agreement and not defined herein, shall have the same
meaning as in the Agreement.

1.0  [     *


      ]

     1.1  The Additional Option Aircraft will be as
          described in Article 2 of the Agreement.
     
     1.2  The price for each of the Additional Option
          Aircraft will [     *
     
     
     
           ]
     1.3  The Option Aircraft shall be offered in [    *
     
     
     
     
     
                ]
     
     1.4  [     *
          
                             ]
     
          [     *
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     


      ]

2.0  In the event of the termination of the Agreement, this
     Letter Agreement shall become automatically null and
     void.


3.0  The provisions of this Letter Agreement are personal to
     Buyer and shall not be assigned or otherwise disposed
     of by Buyer without the prior written consent of
     Bombardier.



Yours truly,
BOMBARDIER INC.



________________________                Date:_____________
Anthony Prezioso
Manager, Contracts




Acknowledged and Accepted




ATLANTIC COAST AIRLINES



________________________                Date:_____________
Kerry B. Skeen
President and C.E.O.


CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY
     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
     A CONFIDENTIAL TREATMENT REQUEST.
January 20, 1999

Tony Prezioso
Bombardier Inc.
123 Garratt Blvd.
Downsview, Ontario, Canada
M3K 1Y5

Re:  Letter Agreement No. 25 to Purchase Agreement (the
     "Purchase Agreement") Between Bombardier Inc. and
     Atlantic Coast Airlines dated January 8, 1997

Dear Tony:

     This Letter Agreement No. 25, when countersigned by
you, shall set forth our further understanding with regard
to the matters contained herein.
     
     [     *

              ]
     
     [     *
     
     
     
                   ]
     
     All other terms and conditions of the Purchase
Agreement shall remain unchanged.  The foregoing terms are
subject to the terms and conditions of the Purchase
Agreement.  Defined terms used but not defined herein shall
be as defined in the Purchase Agreement.  All amounts
expressed herein shall be in U.S. dollars.
     
     In Witness Whereof, the parties hereto have executed
this Letter Agreement No. 25 as of the day and year first
above written.

AGREED and ACCEPTED:

Atlantic Coast Airlines  Bombardier, Inc.


By:  _____________________________ By:
     ____________________________
     Richard J. Kennedy

Title:    Vice President & Secretary    Title: