EMB-140LR

                          PURCHASE AGREEMENT DCT-043/01



                                     Between





                          EMBRAER - EMPRESA BRASILEIRA

                               DE AERONAUTICA S.A.



                                       And



                              ASTRAL AVIATION, INC.



<PAGE>
                                      INDEX

          ARTICLE                                                         PAGE

1.    DEFINITIONS.............................................................2
2.    SUBJECT.................................................................4
3.    PRICE...................................................................5
4.    PAYMENT.................................................................5
5.    DELIVERY................................................................6
6.    CERTIFICATION...........................................................6
7.    ACCEPTANCE AND TRANSFER OF OWNERSHIP....................................7
8.    STORAGE CHARGE..........................................................9
9.    DELAYS IN DELIVERY.....................................................10
10    INSPECTION AND QUALITY CONTROL.........................................12
11.   CHANGES................................................................12
12.   WARRANTY...............................................................14
13.   PRODUCT SUPPORT PACKAGE................................................14
14.   ASSIGNMENT.............................................................14
15.   RESTRICTIONS AND PATENT INDEMNITY......................................15
16.   MARKETING PROMOTIONAL RIGHTS...........................................16
17.   TAXES..................................................................16
18.   APPLICABLE LAW.........................................................16
19.   JURISDICTION...........................................................16
20.   TERMINATION............................................................17
21.   OPTION FOR THE PURCHASE OF ADDITIONAL AIRCRAFT.........................19
22.   INDEMNITY..............................................................20
23.   NOTICES................................................................20
24.   CONFIDENTIALITY........................................................21
25.   SEVERABILITY...........................................................21
26.   NON-WAIVER.............................................................22
27.   INTEGRATED AGREEMENT...................................................22
28.   NEGOTIATED AGREEMENT...................................................22
29.   COUNTERPARTS...........................................................22
30.   ENTIRE AGREEMENT.......................................................22
31.   LANGUAGE...............................................................22
32.   CURRENCY...............................................................22

                                   ATTACHMENTS

"A"      AIRCRAFT SPECIFIC CONFIGURATION, FINISHING AND REGISTRATION MARKS
"B"      FERRY EQUIPMENT AND PRODUCT SUPPORT PACKAGE
"C"      WARRANTY CERTIFICATE - MATERIAL AND WORKMANSHIP
"D"      PRICE ESCALATION FORMULA
"E"      *
"F"      *
"G"      PERFORMANCE GUARANTEE

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>
                          PURCHASE AGREEMENT DCT-043/01

THIS AGREEMENT IS ENTERED INTO THIS 13th DAY OF AUGUST, 2001, BY AND BETWEEN
EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A. AND ASTRAL AVIATION, INC. FOR
THE PURCHASE AND SALE OF EMBRAER AIRCRAFT.

THE SALE COVERED BY THIS AGREEMENT SHALL BE GOVERNED SOLELY BY THE TERMS AND
CONDITIONS HEREIN SET FORTH, AND IN THE DOCUMENTS INCORPORATED HEREIN BY
REFERENCE, AS WELL AS BY THE PROVISIONS SET FORTH IN THE ATTACHMENTS HERETO.

THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS AND UNTIL IT IS SIGNED BY AN
AUTHORIZED OFFICER OF ASTRAL AVIATION, INC. AND EXECUTED BY TWO AUTHORIZED
OFFICERS OF EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A.

1.     DEFINITIONS

       For the purpose of this Agreement, the following definitions are hereby
       adopted by the Parties and, unless otherwise expressly provided, the
       singular includes the plural, the masculine includes the feminine and
       neutral genders:

       1.1    "Actual Delivery Date" shall mean, with respect to each Aircraft,
              the date on which Buyer obtains title to that Aircraft in
              accordance with Article 7 hereof.

       1.2    "AD's" shall mean Airworthiness Directives issued by either the
              CTA or the Air Authority, in connection with and with respect to
              the Aircraft.

       1.3    "Agreement" or "Purchase Agreement" shall mean this purchase
              agreement.

       1.4    "Air Authority" shall mean the Federal Aviation Administration -
              FAA, or such other agency of the federal government of the United
              States of America from time to time charged with the
              administration of civil aviation.

       1.5    "Aircraft Basic Price" shall mean the Aircraft price, as defined
              in Article 3.1.

       1.6    "Aircraft Purchase Price" shall mean the Aircraft price, effective
              on the relevant Aircraft Contractual Delivery Date, resulting from
              the application of the Escalation Formula to the Aircraft Basic
              Price as set forth in Article 3.3.

       1.7    "Aircraft" shall mean the EMB--145, model EMB135KL aircraft,
              (commercially known as an ERJ-140LR) manufactured by Embraer
              according to the Technical Description TD-

<PAGE>

              140/003, dated June 2001 (which, although not attached hereto, is
              incorporated herein by reference) and the Aircraft Specific
              Configuration, Finishing and Registration Marks described in the
              Attachment "A", for sale to Buyer pursuant to this Agreement,
              equipped with two (02), AE3007A1/3 engines manufactured by Rolls
              Royce Allison (or, where there is more than one of such aircraft,
              each of such aircraft).

       1.8    "Buyer" shall mean Astral Aviation, Inc., a company with its
              principal place of business at 1190, West Rawson Ave., Oak Creek,
              Wisconsin, 53154-1453, USA.

       1.9    "Business Day(s)" shall mean a day on which banks are open for
              business in Sao Jose dos Campos, Sao Paulo, Rio de Janeiro, and
              New York.

       1.10   "Contractual Delivery Date" shall mean the delivery date referred
              to in Article 5 of this Agreement.

       1.11   "CTA" shall mean the Aerospace Technical Center of the Brazilian
              Ministry of Aeronautics.

       1.12   "Day(s)" shall mean calendar days.

       1.13   "Embraer" shall mean Embraer - Empresa Brasileira de Aeronautica
              S.A., a Brazilian corporation with its principal place of business
              at Av. Brigadeiro Faria Lima, 2170 - Putim, Sao Jose dos Campos,
              Sao Paulo, Brazil.

       1.14   "Escalation Formula" shall mean the escalation formula contained
              in Attachment "D" hereto.

       1.15   "F.A.F. " shall mean that the Aircraft is delivered to Buyer at
              Embraer facilities in Sao Jose dos Campos, Sao Paulo, Brazil, in
              accordance with the terms of this Agreement.

       1.16   "Firm Aircraft" shall mean the twenty (20) Aircraft that Buyer has
              committed to buy from Embraer, and Embraer committed to sell to
              Buyer, subject to the terms of this Agreement.


       1.17   "Major Changes" shall mean the changes to the design of the
              Aircraft, as defined in Article 11.2.2 hereof.

       1.18   "Mandatory Service Bulletins" shall mean the service bulletins
              applicable to the Aircraft, which are issued by Embraer to
              implement the AD's referred to under Article 11.4 herein.

       1.19   "Minor Changes" shall mean the changes to the design of the
              Aircraft defined as per the terms and conditions of Article 11.2.1
              hereof.
<PAGE>

       1.20   "Option Aircraft Basic Price" shall mean the unit price of the
              Option Aircraft, as per the terms and conditions of Article 21.2
              hereof.

       1.21   "Option Aircraft Contractual Delivery Date" shall mean the
              delivery schedule of the Option Aircraft referred to in Article 21
              hereof.

       1.22   "Option Aircraft Initial Deposit" shall mean the initial deposit
              referred to under Article 21.1 of this Agreement.

       1.23   "Option Aircraft Purchase Price" shall mean the escalated price of
              the Option Aircraft, as per the terms and conditions of Article
              21.3 hereunder.

       1.24   "Option Aircraft" shall be the up to twenty (20) additional
              ERJ-140 LR Aircraft that Buyer shall have the option to purchase
              as per the terms of Article 21 hereof.

       1.25   "Parties" shall mean Embraer and Buyer.

       1.26   "Product Support Package" shall mean the products, Technical
              Publications and Services to be provided by Embraer as per Article
              13 herein.

       1.27   "Proposal"  *

       1.28   "Scheduled Inspection Date" shall mean the date on which a certain
              Aircraft hereunder is available for inspection and acceptance by
              and subsequent delivery to Buyer, as per the terms and conditions
              of Article 7.1 hereof.

       1.29   "Services" shall mean the familiarization and on-site support for
              the Aircraft, part of the Product Support Package, as specified in
              Attachment "B".

       1.30   "Technical Publications" shall mean the technical documentation
              pertaining and related to the Aircraft as listed in Exhibit 1 to
              Attachment "B".

       1.31   "USD" or "US$" shall mean the legal currency of the United States
              of America.

       1.32   "Working Day(s)" shall mean a day, other than Saturday, Sunday or
              holiday, on which Embraer in Sao Jose dos Campos, SP, Brazil is
              open for business.

2.     SUBJECT

       Subject to the terms and conditions of this Agreement:

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.
<PAGE>

       2.1    Embraer shall sell and deliver and Buyer shall purchase and take
              delivery of twenty (20) Firm Aircraft;

       2.2    Embraer shall provide to Buyer the Services and the Product
              Support Package; and

       2.3    Buyer shall have the option to purchase up to twenty (20) Option
              Aircraft, in accordance with Article 21 hereof.

3.     PRICE

       3.1    Buyer agrees to pay Embraer, in United States dollars, the total
              Aircraft Basic Price of *, at a unit Aircraft
              Basic Price of *, * economic condition.

       3.2    The Services and Technical Publications are to be provided to
              Buyer * as well as other services shall be billed to Buyer in
              accordance with Embraer's rates prevailing at the time Buyer
              places a purchase order for such additional technical publications
              or other services.

       3.3    The Aircraft Basic Price shall be escalated according to the
              Escalation Formula. Such price as escalated shall be the Aircraft
              Purchase Price and it will be provided to Buyer * prior to each
              Aircraft Contractual Delivery Date.

4.     PAYMENT

       4.1.1  *

       4.1.2  The Aircraft Purchase Price of each Aircraft shall become due and
              payable upon acceptance of each relevant Aircraft by Buyer, and
              shall be paid by Buyer *.

4.2    Net payments:

       4.2.1  All payments to be made by Buyer under this Agreement shall be
              made without set-off or withholding whatsoever. If Buyer is
              obliged by law to make any deduction or withholding from any such
              payment, the amount due from Buyer in respect of such payment
              shall be increased to the extent necessary to ensure that, after
              the making of such deduction or withholding, Embraer receives a
              net amount equal to the amount Embraer would have received had no
              such deduction or withholding been required to be made.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

4.3    Initial Deposits:

       4.3.1  The Initial Deposits shall *, and shall be held by
              Embraer *.

5.     DELIVERY

       Subject to payment in accordance with Article 4 hereof and the provisions
       of Articles 7 and 9 hereof, the Aircraft shall be offered by Embraer to
       Buyer, by means of a written notice, for inspection, acceptance and
       subsequent delivery in F.A.F. condition, at Sao Jose dos Campos, State of
       Sao Paulo, Brazil, according to the following schedule:
<TABLE>
<CAPTION>
      -------------------------------------------------------------------------------------------------------
            AIRCRAFT        CONTRACTUAL DELIVERY DATE           AIRCRAFT          CONTRACTUAL DELIVERY DATE
      -------------------------------------------------------------------------------------------------------
<S>                               <C>                              <C>                  <C>
               01                     *   2002                     11                     *
      -------------------------------------------------------------------------------------------------------
               02                     *                            12                     *
      -------------------------------------------------------------------------------------------------------
               03                     *                            13                     *
      -------------------------------------------------------------------------------------------------------
               04                     *                            14                     *
      -------------------------------------------------------------------------------------------------------
               05                     *                            15                     *
      -------------------------------------------------------------------------------------------------------
               06                     *                            16                     *
      -------------------------------------------------------------------------------------------------------
               07                     *                            17                     *
      -------------------------------------------------------------------------------------------------------
               08                     *                            18                     *
      -------------------------------------------------------------------------------------------------------
               09                     *                            19                     *
      -------------------------------------------------------------------------------------------------------
               10                     *                            20                     *  2005
     -------------------------------------------------------------------------------------------------------
</TABLE>

6.     CERTIFICATION

       6.1    The Aircraft is Type certified according to FAR 25 amendment 84,
              as well as to the requirements of the Air Authority for the
              operation of the aircraft by Buyer under FAR 121 except for the
              items that are under Buyer/operator's regulatory responsibility
              pursuant to the FARs and are not otherwise required to be provided
              by Embraer under this Agreement.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

       6.2    The Aircraft shall be delivered to Buyer with an export
              certificate of airworthiness issued by CTA complying with the type
              certificate. The condition of the Aircraft on delivery and the
              documentation delivered with the Aircraft, including the above
              mentioned export certificate of airworthiness, shall * Buyer
              to obtain a certificate of airworthiness for the Aircraft with the
              Air Authority. Subject to the above, it shall be Buyer's
              responsibility to obtain such certificate of airworthiness for and
              the registration of the Aircraft, at Buyer's sole expense.

       6.3    *.

7.     ACCEPTANCE AND TRANSFER OF OWNERSHIP


       7.1    The Aircraft shall be delivered in accordance with the provisions
              and schedules specified in Article 5 herein. Each Aircraft shall
              be offered to Buyer for inspection, acceptance and subsequent
              delivery by means of written notices issued by Embraer as follows:

       7.1.1. A first notice shall be issued * prior to
              the relevant Aircraft Contractual Delivery Date informing Buyer of
              the *;

       7.1.2. A second notice shall be issued * prior to the
              relevant Aircraft Contractual Delivery Date informing Buyer of the
              *; and

       7.1.3. A third notice shall be issued to Buyer upon *, with confirmation
              of the Scheduled Inspection Date, on which date Buyer shall
              promptly start inspecting such Aircraft. Embraer shall issue the
              notice informing the Buyer of the Scheduled Inspection Date at
              least * prior to such Scheduled Inspection Date.

       7.1.4. *

       7.1.5. *

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

       7.2    Buyer shall be allowed a reasonable period of time but in no event
              greater than * starting on the Scheduled Inspection Date to
              inspect and conduct an acceptance flight of each Aircraft prior to
              its delivery. *.

       7.3    If *, Buyer shall promptly make the due payments according to
              Article 4 hereof and accept delivery of such Aircraft, whereupon
              the necessary title and risk transfer documents shall be executed
              in order to effect title transfer.

       7.4    Buyer may decline to accept an Aircraft that does not *.

       7.5    If Buyer declines to accept an Aircraft, Buyer shall promptly give
              Embraer written notice of all specific reasons for such refusal
              and Embraer shall have *, commencing on the first Day after *, to
              take * all necessary actions in order to resubmit the Aircraft to
              Buyer for re-inspection.

       7.6    Buyer shall be allowed * to re-inspect the Aircraft, starting
              immediately upon * from Embraer that all necessary actions were
              taken. The period required for re-inspection as well as the period
              mentioned in item 7.5 during which Embraer is taking actions in
              order to resubmit the Aircraft above shall not be considered as
              part of the * grace period provided for in item 9.2.1 hereof. *

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

       7.7    Should Buyer fail to perform the acceptance and transfer of title
              to the Aircraft within the periods provided for and in accordance
              with this Article 7,and such failure is not due to the
              non-compliance of the Aircraft as described in Article 7.4,
              Embraer shall be entitled, at its reasonable discretion, to *.
              Embraer rights to * shall only become effective if Buyer has not *
              within * after the Schedule Inspection Date *.

       7.8    Notwithstanding the provisions of Article 7.7 above and in
              addition to Embraer's rights pursuant to Article 20.3, should
              Buyer fail to perform the acceptance and transfer of title to the
              Aircraft within the time period specified in Articles 7.2, 7.5 and
              7.6 above, as applicable, *, interest will accrue at the rate of *
              over the unpaid balance of the relevant Aircraft Purchase Price,
              prorated from the date on which Buyer should have *, until the
              date in which transfer of title occurs or until the date Embraer *
              pursuant to Article 7.7 above, whichever occurs first. Without
              prejudice to Embraer's rights set forth in Article 7.7 above,
              interest accrued will be invoiced by Embraer on a monthly basis,
              beginning one month after the date on which *, and payment thereof
              shall be made by Buyer in accordance with the instructions
              contained therein.

8.     STORAGE CHARGE

       8.1    Subject to Article 8.2, a storage charge equal to * shall be
              charged by Embraer to Buyer commencing *:

       8.1.1  Buyer's failure to perform inspection or re-inspection of an
              Aircraft, per the date or time period specified in writing by
              Embraer, according to Articles 5 and/or 7 hereof, as applicable.

       8.1.2  Buyer's acceptance of an Aircraft when Buyer defaults in *.

       8.1.3  Buyer's failure to remove an Aircraft from Embraer's facilities
              after *.

       8.2    In the event that an Aircraft Contractual Delivery Date must be
              extended by Embraer from that which is designated in Article 5
              hereof, due to Buyer's failure to perform any action or provide
              any information contemplated by this Agreement other than the ones
              specified Articles 8.1.1, 8.1.2, 8.1.3, the storage charge shall
              commence * after the Contractual Delivery Date relative to such
              Aircraft.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

       8.3    Buyer shall pay the storage charge as set forth in Articles 8.1.
              or 8.2. hereinbefore, as applicable, in United States dollars, per
              each month of delay or prorated for part thereof, within * after *
              of each invoice by Embraer.

9.     DELAYS IN DELIVERY

       9.1    Excusable Delays:

       9.1.1  Embraer shall not be held liable or be found in default for any
              delays in the delivery of an Aircraft or in the performance of any
              act to be performed by Embraer under this Agreement, to the extent
              resulting from the following events or occurrences (hereinafter
              referred to as "Excusable Delays"): (a) force majeure *, (b) *, c)
              any delay resulting from any failure by Buyer to perform any
              action or provide any information contemplated by this Agreement
              or, (d) delays resulting from any other cause to the extent it is
              beyond Embraer's control *.

       9.1.2  * after the occurrence of any of the above mentioned events which
              constitute * causes of Excusable Delay in delivery of an Aircraft
              or in the performance of any act to be performed by Embraer under
              this Agreement, Embraer shall send a written notice to Buyer
              including a description of details involved and an estimate of the
              effects expected upon the timing of the performance of its
              contractual obligations.

       9.1.3  Any Excusable Delays shall extend the time for delivery of an
              Aircraft *, subject to Article 9.1.4. Embraer undertakes to use *
              to avoid or remove any such cause of delay and to minimize its
              effect on the Contractual Delivery Date of an Aircraft.

       9.1.4  If the cause of such Excusable Delay is such as to last longer
              than *, then the Parties shall *; failing which, either Party may
              terminate this Agreement with regards to the affected Aircraft as
              provided for in Article 20.2.

       9.2    Non-Excusable Delays:

       9.2.1  If the delivery of an Aircraft is delayed by Embraer for any
              reason other than an Excusable Delay, for more than *, Buyer
              shall be entitled to *,

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

              * up to *. If the Aircraft is delayed by Embraer for any reasons
              other than an Excusable Delay for *.

       9.2.2  If the delivery of an Aircraft is delayed by Embraer for any
              reason other than an Excusable Delay *, for more than * then up to
              *.

       9.2.3  It is hereby understood that any and all * by Embraer pursuant to
              this Purchase Agreement will not, in any event, *. Embraer and
              Buyer acknowledge that the * as set forth herein and in Items
              9.2.1 and 9.2.2 are *. * pursuant to this Article 9.2. shall be *
              after Buyer pays to Embraer the Aircraft Purchase Price for the
              Aircraft in question.

       9.2.4  Upon the occurrence of any event which *, Embraer shall * send a
              written notice to Buyer, *.

       9.2.5  It is agreed between the Parties that if, with respect to a
              delayed Aircraft, Embraer does not receive a * as mentioned in
              Article 9.2.1 above, from Buyer, within * after *, Buyer shall be
              deemed to have fully waived its right to *.

       9.3    Delay Due to Loss or Structural Damage of the Aircraft:

              Should any Aircraft be destroyed or damaged before acceptance to
              the extent that it becomes commercially useless, Buyer may *
              either take a replacement Aircraft at a later delivery date to be
              agreed by the Parties, or terminate this Agreement with respect to
              such Aircraft by notice to Embraer, given in accordance with
              Article 23 hereof, without any liability to either Party *.
              Embraer agrees to use * to offer Buyer a replacement Aircraft *

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

              *.

10     INSPECTION AND QUALITY CONTROL

       10.1   Buyer is hereby allowed to have one authorized representative at
              Embraer's facilities * to assure * according to the applicable
              quality control standards.

              Buyer shall communicate to Embraer the name of such
              representative, by means of written notice, at least thirty (30)
              days prior to the date of the representative's arrival. The
              presence of such representative shall not unduly disturb the
              normal activities of Embraer.

       10.2   Buyer is hereby allowed to have * of authorized representatives at
              Embraer's facilities in order to perform the inspection and
              acceptance tests on the Aircraft and Spares. Buyer shall
              communicate to Embraer the names of such representatives, by means
              of written notice, at least * prior to the relevant Aircraft
              Scheduled Inspection Date.

       10.3   One or more of the representatives referred to in Article 10.2
              above, or other representatives duly appointed by Buyer, shall be
              authorized to sign the appropriate acceptance and risk documents
              and take delivery of the Aircraft and Spares pursuant to Article
              7.

       10.4   For the purposes hereof, Embraer shall provide, at no charge to
              Buyer, room space with communication facilities (telephone and
              facsimile) for Buyer's authorized representatives, as well as the
              necessary tools, measuring devices, test equipment and technical
              assistance as may be necessary to perform acceptance tests.

       10.5   Buyer's authorized representatives shall observe Embraer's
              administrative rules and instructions while at Embraer's
              facilities.

       10.6   Buyer's authorized representative shall be allowed exclusively in
              those areas related to the subject matter hereof and Buyer agrees
              to hold harmless Embraer from and against all and any kind of to
              the extent attributable to negligence, gross negligence or willful
              misconduct of such authorized representatives while at Embraer's
              facilities.

11.    CHANGES

       11.1   Each Aircraft will comply with the standards defined in Attachment
              "A" hereto and shall incorporate all modifications which are
              classified as AD's mandatory by CTA or the Air Authority as
              provided in Article 11.4, or those agreed upon by Buyer and
              Embraer in accordance with this Article.

       11.2   The Parties hereby agree that changes can be made by Embraer in
              the design of the Aircraft, the definition of which and its
              respective classification shall be in compliance to the Aircraft
              type specification, as follows:

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

       11.2.1 Minor Changes: defined as those modifications which shall not
              adversely affect the Aircraft in any of the following
              characteristics: *

       11.2.2 Major Changes: defined as those modifications that affect at least
              one of the topics mentioned in Article 11.2.1.

       11.3   Embraer shall have the right, but not the obligation, to
              incorporate Minor Changes in the Aircraft still in the production
              line at its own cost, without the prior consent of Buyer *.

       11.4   Embraer shall convey those Major Changes that are classified as
              AD's by means of service bulletins approved by the Air Authority
              and/or CTA, as appropriate. Service bulletins that implement such
              AD's shall be referred to as Mandatory Service Bulletins. Embraer
              shall notify Buyer in writing of all Mandatory Service Bulletins
              and shall incorporate Mandatory Service Bulletins as follows:

       11.4.1 Compliance required before Contractual Delivery Date: Embraer
              shall incorporate Mandatory Service Bulletins in undelivered
              Aircraft at Embraer's expense prior to the Contractual Delivery
              Date if the compliance time for such Mandatory Service Bulletins
              is before the Aircraft's Contractual Delivery Date. Embraer shall
              not be liable for any delays resulting from incorporation of
              Mandatory Service Bulletins when the Aircraft has already passed
              the specific production stage affected by the incorporation of
              said change *. Embraer shall use * to incorporate such Mandatory
              Service Bulletins as promptly as possible.

       11.4.2 Compliance required after Contractual Delivery Date: During the *,
              Embraer shall * for Mandatory Service Bulletins that are issued
              either (i) before the relevant Aircraft's Contractual Delivery
              Date but with a compliance time after such date or (ii) after the
              relevant Aircraft's Contractual Delivery Date. *

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

              *. Embraer shall not be liable for any downtime of delivered
              Aircraft that may be necessary for the incorporation of any
              changes. When flight safety is affected, such changes shall be
              incorporated *. If * is not available or applicable *, the
              provisions of Article 11.5 shall apply.

       11.5   Major changes, (other than those which are AD's mandatory per
              Article 11.4), any change developed by Embraer as product
              improvement and any change required by Buyer, including those
              changes required by Buyer's country authorities as a consequence
              of *, shall be considered as optional and, pursuant to Buyer's
              request, the corresponding cost proposals shall be submitted by
              Embraer to Buyer for consideration and approval. Should Buyer not
              approve any such change, it shall not be incorporated in the
              Aircraft.

       11.6   Any Major Change to the Aircraft, made in accordance with the
              foregoing paragraphs that affect the provisions of Attachment "A"
              hereto, shall be incorporated in said Attachment "A" by means of
              an amendment.

       11.7   Except as far as it relates to *, each Aircraft shall, on its
              Scheduled Inspection Date, comply with all of the applicable terms
              and conditions of Attachment "A" as from time to time amended
              pursuant to Article 11.6 above. Determination of such compliance
              shall be *.

12.    WARRANTY

       The Aircraft subject to this Agreement, will be warranted in accordance
       with the terms and conditions specified in Attachment "C" hereto. Except
       when Article 14 applies, if Buyer intends to *, it is Buyer's
       responsibility to obtain *, as well as to provide Embraer written notice
       * of any changes *.

13.    PRODUCT SUPPORT PACKAGE

       Embraer shall supply to Buyer the Product Support Package described in
       Article 2 of Attachment "B" hereto, which includes Embraer's spare parts
       policy, the Technical Publications and the Services.

14.    ASSIGNMENT

       Except with regards to the guarantees granted by Embraer for the
       exclusive benefit of Buyer pursuant to Attachments E, F and G, Buyer's
       rights and obligations hereunder may be assigned: (a) to * with Embraer's
       consent *, (b) to subsidiaries and affiliates which are *; 14.1 (c) to
       any lender, owner, or other financing party (or any trustee for any of
       the foregoing) in connection with

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

       any Aircraft financing on behalf of Buyer; and which results in Buyer's
       operation of the relevant Aircraft, and (d) in connection with Buyer's
       consolidation with or merger *.

       14.2   Notwithstanding anything to the contrary contained herein:

       14.2.1 no such assignment shall *;

       14.2.2 any assignee or transferee shall represent, to the benefit of
              Embraer, its express agreement and consent to be bound by the
              terms and conditions of this Agreement as assigned when exercising
              rights thereunder;

       14.2.3 Embraer shall be notified by Buyer of any such assignment or
              transfer at least *.

       14.2.4 in no instance shall such assignment or transfer be made to or for
              the benefit of any transferee or assignee which is a * of *. For
              the purposes hereof * shall mean *.

       14.2.5 any assignee or transferee of Buyer shall be invested with the
              requisite power and authority to carry out the transactions
              contemplated under this Agreement.

15.    RESTRICTIONS AND PATENT INDEMNITY

       This sale does not include the transfer of designs, copyrights, patents,
       and other similar rights to Buyer. Subject to Buyer's duty to promptly
       advise Embraer of any alleged copyright or patent infringement of which
       Buyer becomes aware, Embraer shall defend, indemnify and hold harmless
       Buyer and its affiliates, successors, directors, officers, employees and
       agents from an against all claims, suits, losses, liabilities and
       reasonable expenses (including without limitation reasonable attorneys'
       fees and legal expenses) arising out of any actual or alleged
       infringement of any patent, trademark, trade secret, copyright, or other
       intellectual property right through *. In addition, if any action use of
       any Aircraft, * enjoined by reason of infringement, Embraer shall, at its
       sole expense and Embraer's option, either (i) procure for Buyer the right
       to continue using the infringing items; (ii) modify the items * to render
       them non-infringing; (iii) replace the infringing items with
       non-infringing items *.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

16.    MARKETING PROMOTIONAL RIGHTS

       Provided *, and provided that *, Embraer shall have the right to show for
       marketing purposes, free of any charge, the image of Buyer's Aircraft,
       painted with Buyer's colors and emblems, affixed in photographs,
       drawings, films, slides, audiovisual works, models or any other medium of
       expression (pictorial, graphic, and sculptural works), through all mass
       communications media such as billboards, magazines, newspaper,
       television, movie, theaters, as well as in posters, catalogues, models
       and all other kinds of promotional material. Buyer shall be entitled to
       *, provided however *.

17.    TAXES

       Embraer shall be responsible for and pay all taxes, fees, charges,
       imposts and duties arising out of or in connection with the performance
       of this Agreement, or the sale, delivery or transfer of any Aircraft or
       other things furnished under this Agreement that may imposed under
       Brazilian laws, *. All other taxes, imposts, fees, withholding taxes,
       stamp taxes, documentary taxes and any other similar or dissimilar taxes,
       as well as any *, as may be imposed on the sale subject of this Agreement
       shall be borne by Buyer.

18.    APPLICABLE LAW

       This Purchase Agreement, and the rights and obligations of the Parties
       hereunder, shall be governed by and construed and interpreted in
       accordance with the laws of the State of New York, USA.

19.    JURISDICTION

       All disputes arising in connection with this Purchase Agreement shall be
       finally settled in the United States District Court for the Southern
       District of New York located in the county of New York, provided that if
       such court lacks jurisdiction, disputes shall be resolved in the state
       courts for the state of New York. The Parties hereby waive any other
       court of Jurisdiction that may be competent for settlement of disputes
       arising from this Agreement.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>
20.    TERMINATION

20.1   Should either Party fail to comply partially or completely with its
       obligations hereunder, the other Party shall be entitled to give notice
       of such failure and to require that such failure be remedied within the
       period specified in that notice, which period shall not be less than *.
       Should such failure not be remedied within the period so specified, the
       Party who gave notice of such failure shall be entitled * this Agreement.
       Should termination occur in accordance with the foregoing, the defaulting
       Party shall *. The foregoing provision shall not apply in any
       circumstance where a specific right of termination is made available
       hereunder or will be made available hereunder upon the expiration of a
       specific period of time. Except as otherwise provided for herein, neither
       Party shall * under of any term, condition, covenant, warranty, or
       provision of this Agreement, and which either Party would *.

       *

20.2   Upon the occurrence of any Excusable Delay of * after the Aircraft
       Contractual Delivery Date, Buyer shall have the right to *. If Buyer does
       not elect to terminate * after *, Embraer shall *. Termination by either
       Party shall be exercised by means of written notice to such effect, to be
       issued within the above referred to time periods.

20.3   Buyer shall have the right to terminate * upon the occurrence of any
       non-Excusable Delay of * after the Aircraft Contractual Delivery Date,
       and if Buyer does not exercise its right to terminate, Embraer may
       terminate * after the relevant Aircraft Contractual Delivery Date.
       Termination by either Party shall be exercised by means of written notice
       to such effect, to be issued in the case of Buyer not more than * after
       the Contractual Delivery Date of the Relevant Aircraft, and in the case
       of Embraer not more than * after the Contractual Delivery Date of the
       Relevant Aircraft.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

20.4   Buyer shall be entitled to terminate * after final refusal of acceptance
       in accordance with the terms of Article 7.6. If Buyer has not terminated
       * within * following final refusal of acceptance, Embraer *.

20.5   *

20.6   Upon receipt of a notice of termination by Buyer or Embraer, as the case
       may be, pursuant to Articles 20.2, 20.3, 20.4 or 20.5 *, it being hereby
       agreed by the Parties that no other *.

20.7   If Buyer terminates * before an Aircraft Actual Delivery Date (except
       when such termination is for * or, if Embraer terminates *, pursuant to
       Articles 4.1 or 7.7 hereof, Buyer shall * provided that if such
       termination occurs *. Embraer and Buyer acknowledge that the *

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

       *. For these purposes Embraer may, in its sole discretion, * resulting
       from such default on *.

20.8   If Buyer terminates * pursuant to Article 7.6 hereof, Embraer, upon
       Buyer's request, *.

21.    OPTION FOR THE PURCHASE OF ADDITIONAL AIRCRAFT Buyer shall have the
       option to purchase up to twenty (20) Option Aircraft provided however
       that the Option Aircraft shall be exercised *.

       21.1   Each Option Aircraft shall be configured as per Attachment "A" and
              shall be available to Buyer at the Firm Aircraft Basic Price and
              on the *. Any additional Buyer selected optional equipment and/or
              specific interior configuration changes will affect the Aircraft
              Basic Price for each applicable Option Aircraft accordingly. The
              Option Aircraft Basic Price is subject to the Escalation Formula.

       21.2   Buyer shall exercise options in *. If Buyer fewer than * Option
              Aircraft *, Buyer's right to purchase that number of Option
              Aircraft equal to *. For example, if Buyer exercises *, Buyer
              shall be deemed to have waived *.

       21.3   There shall be a minimum of * between the exercise of *.

       21.4   In order to exercise its option, Buyer shall inform Embraer of its
              decision to acquire each relevant Option Group by means of a
              written notice to Embraer, return receipt requested.

       21.5   Upon receipt of such notice Embraer shall inform Buyer, *.

       21.6   If Buyer *, Buyer shall promptly * to Embraer.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

       21.7   If Buyer and Embraer cannot *, the right of Buyer to * be
              terminated *.

       21.8   The product support package to be applied to the Option Aircraft
              is described in Article 2.3.1 of Attachment "B".

22.    INDEMNITY

       22.1   Buyer agrees to indemnify and hold harmless Embraer and Embraer's
              officers, agents, employees and assignees from and against all
              liabilities, damages, losses, judgments, claims and suits,
              including costs and expenses incident thereto, which may be
              suffered by, accrued against, be charged to or recoverable from
              Embraer and/or Embraer's officers, agents, employees and assignees
              by reason of loss or damage to property or by reason of injury or
              death of any person (excluding any employees, agents directors and
              officers of Embraer) resulting from or in any way connected with
              the performance of Services by employees, representatives or
              agents of Embraer for or on behalf of Buyer related to Aircraft
              delivered by Embraer to Buyer, while on the premises of Embraer or
              Buyer, while in flight on Buyer-owned Aircraft or while performing
              any other service, at any place, in conjunction with the Aircraft
              operations of Buyer *.

       22.2   *

23.    NOTICES

       All notices, invoices or other correspondence permitted or required
       hereunder shall be in writing in the English language and sent, by
       recognized international courier or facsimile, to the attention of the
       Director of Contracts as to Embraer and of the President of Astral as to
       Buyer, to the addresses indicated below or to such other address as
       either Party may, by written notice, designate to the other. Notices,
       invoices or other correspondence shall be deemed to be received when the
       sending facsimile machine issues a delivery receipt for the facsimile of
       such notice, invoice or other correspondence, and when such notice,
       invoices or other correspondence are sent by * , such notices, invoices
       or other correspondence shall be *.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

23.1   EMBRAER:
       EMBRAER - Empresa Brasileira de Aeronautica S.A.
       Av. Brigadeiro Faria Lima, 2170
       12.227-901 Sao Jose dos Campos - SP
       Brasil
       Telephone: (+55-12) 3945-1410
       Facsimile: (+55-12) 3945-1257

23.2   BUYER:

       Astral Aviation, Inc.
       1190 West Rawson Avenue
       Oak Creek, WI 53154
       Tel: (414) 570-2301
       Fax: (414) 570-1447
       Attn: President
       With a copy to: General Counsel


24.    CONFIDENTIALITY

       Buyer and Embraer agree not to disclose any portion of this Purchase
       Agreement or its attachments or amendments or any other supplement or any
       information submitted in connection herewith to any third party without
       the other Party's written consent, except as required by law, regulation
       or court order. Without limiting the foregoing, in the event either Party
       is legally required to disclose the terms of this Purchase Agreement,
       such Party agrees to * to obtain confidential treatment of the clauses
       and conditions of this Purchase Agreement as designated by the other
       Party. The provisions of this Article supersede any prior agreement
       between the parties related to the use and disclosure of information
       exchanged between the Parties. This Article 24 shall not prohibit the
       parties from disclosing the terms of this Agreement and all related
       documents to their respective legal counsel, accountants and auditors. In
       connection with any financing associated with Buyer's financing of the
       Aircraft, * to the financing institution which will provide financing,
       provided *.

25.    SEVERABILITY

       If any provision or part of a provision of this Agreement or any of the
       Attachments shall be, or be found by any authority or court of competent
       jurisdiction to be, invalid or unenforceable, such invalidity or
       unenforceability shall not affect the other provisions or parts of such
       provisions of this Agreement, all of which shall remain in full force and
       effect.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

<PAGE>

26.    NON-WAIVER

       Except as otherwise specifically provided to the contrary in this
       Agreement, any Party's refraining from exercising any claim or remedy
       provided for herein shall not be deemed a waiver of such claim or remedy,
       and shall not relieve the other Party from the performance of such
       obligation at any subsequent time or from the performance of any of its
       other obligations hereunder.

27.    INTEGRATED AGREEMENT

       All Attachments referred to in this Agreement and/or attached hereto are,
       by such reference or attachment, incorporated in this Agreement.

28.    NEGOTIATED AGREEMENT

       Buyer and Embraer agree that this Agreement, including all of its
       Attachments, has been the subject of discussion and negotiation and is
       fully understood by the Parties, and that the rights, obligations and
       other mutual agreements of the Parties contained in this Agreement are
       the result of such complete discussion and negotiation between the
       Parties.

29.    COUNTERPARTS

       This Agreement may be signed by the Parties hereto in any number of
       separate counterparts with the same effect as if the signatures thereto
       and hereto were upon the same instrument and all of which when taken
       together shall constitute one and the same instrument.

30.    ENTIRE AGREEMENT

       This Agreement constitutes the entire agreement between the Parties,
       superseding all prior oral or written agreements, understandings,
       representations, proposals and negotiations on the subject matter hereof;
       and there are no conditions affecting this Agreement that are not
       expressed herein. This Agreement may not be altered, amended or
       supplemented except by a written instrument executed by the Parties.

31.    LANGUAGE

       All the correspondence, documents, specifications and other materials to
       be provided to Buyer, whether in tangible or electronic form and whether
       provided by Embraer or other vendors, must be provided in the English
       language

32.    CURRENCY

       Unless otherwise agreed in writing, all payments to be made by the
       Parties hereunder shall be made in United States dollars

<PAGE>

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
and delivered by their proper and duly authorized officers and to be effective
as of the day and year first above written.



EMBRAER - Empresa Brasileira                ASTRAL AVIATION, INC.
           de Aeronautica S.A.


By:  /s/ Frederico Fleury Curado            By: /s/ James P. Rankin
   ------------------------------              ---------------------------------
Name: Frederico Fleury Curado               Name:  James P. Rankin
Title: Vice President                       Title: President & CEO


By: /s/ Flavio Rimoli
   --------------------------
Name:  Flavio Rimoli
Title: Director of Contracts

Date:  August 13, 2001                      Date:  August 15, 2001
Place: Sao Jose dos Campos, SP              Place: Oak Creek, WI  U.S.A.
       Brazil

Witnesses:

/s/ Albert Y. Close                         /s/ Charles W. Parks II
---------------------------                 -----------------------------
Name: Albert Y. Close                       Name:  Charles W. Parks II
ID:   8895361-0 SSP/SP                      ID:
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "A"
        AIRCRAFT SPECIFIC CONFIGURATION, FINISHING AND REGISTRATION MARKS
--------------------------------------------------------------------------------

1.     STANDARD AIRCRAFT

       The Aircraft shall be manufactured according to the standard
       configuration specified in the Technical Description TD-140/003, dated
       June 2001 and the optional equipment described in item 2.

2.     OPTIONAL EQUIPMENT

       2.1    OPTIONS TO STANDARD AVIONICS CONFIGURATION
              *


       2.2    OPTIONAL SYSTEM/OTHER EQUIPMENT
              *


       2.3    INTERIOR OPTIONAL ITEMS
              *

       2.4    *

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.


                                                                     Page 1 of 2
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "A"
        AIRCRAFT SPECIFIC CONFIGURATION, FINISHING AND REGISTRATION MARKS
--------------------------------------------------------------------------------

3.     FINISHING

       3.1.   EXTERIOR FINISHING:

              The fuselage of the Aircraft shall be painted according to Buyer's
              color and paint scheme that shall be supplied to Embraer by Buyer
              on or before * prior to the relevant Aircraft Contractual Delivery
              Date, *. The wings and the horizontal stabilizer shall be supplied
              in the standard colors, i.e., gray BAC707.

       3.2.   INTERIOR FINISHING:

              Buyer shall inform Embraer on or before * prior to the relevant
              Aircraft Contractual Delivery Date of its choice of materials and
              colors of all and any item of interior finishing such as seat
              covers, carpet, floor lining on galley areas, side walls and
              overhead lining, galley lining and curtain. The above-mentioned
              schedule for definition of interior finishing shall only be
              applicable if Buyer selects its materials from the choices offered
              by and available at Embraer. In case Buyer opts to use different
              materials and or patterns, Buyer shall *.

4.     REGISTRATION MARKS AND TRANSPONDER CODE

       The Aircraft shall be delivered to Buyer with the registration marks
       painted on them. Buyer shall supply the registration marks and the
       transponder code to Embraer no later than * before each relevant Aircraft
       Contractual Delivery Date.


IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT
BETWEEN THE TERMS OF THIS ATTACHMENT "A" AND THE TERMS OF THE TECHNICAL
DESCRIPTION TD-140/005 DATED JUNE 2001, THE TERMS OF THIS ATTACHMENT "A" SHALL
PREVAIL.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.


                                                                     Page 2 of 2
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "B"

                   FERRY EQUIPMENT AND PRODUCT SUPPORT PACKAGE
--------------------------------------------------------------------------------

1.     FERRY EQUIPMENT AND ASSISTANCE

1.1    If it is necessary for any ferry equipment to be installed by Embraer for
       the ferry flight between Brazil and the United States of America, Embraer
       will make available a standard ferry equipment to Buyer (hereinafter the
       "Kit"), at no charge to Buyer, except as set forth below. In this case,
       Buyer shall immediately upon its arrival in Ft. Lauderdale, FL, USA,
       remove the Kit from the Aircraft and return it to Embraer in Brazil at
       Buyer's own expense, including the necessary insurance.

       If Embraer provides the Kit to Buyer and *, Buyer shall pay *.

       In such case, the original Kit shall *, and
       the above-mentioned payment shall be made to Embraer by Buyer upon
       presentation of a sight draft by Embraer.

1.2    Embraer shall make a representative available on board of the Aircraft
       during * in order to *. Such representative shall remain on board of the
       Aircraft until *. Any other arrangement shall be requested * prior to the
       relevant Aircraft Contractual Delivery Date and shall be contingent upon
       *.

2.     PRODUCT SUPPORT PACKAGE

2.1    SPARES

2.1.1. SPARES POLICY

       Embraer guarantees the supply of spare parts, lines replaceable units and
       ground support equipment, except engines and its accessories, hereinafter
       referred to as "Spare(s)", for the Aircraft for a period of * after
       production of the last aircraft of the same type. Such Spares shall be
       supplied according to the prevailing availability, sale conditions,
       delivery schedule and effective price on the date of acceptance by
       Embraer of the purchase order. The Spares may be supplied either by
       Embraer in Brazil or through it subsidiaries or branch offices. Embraer
       shall also assist Buyer as required to * spare parts in *.

2.1.2. INITIAL PROVISIONING

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                    Page 1 of 8
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "B"

                   FERRY EQUIPMENT AND PRODUCT SUPPORT PACKAGE
--------------------------------------------------------------------------------

       Upon Buyer's request, Embraer shall present to Buyer a list containing
       Embraer's suggestion for an initial provisioning of Spares for purchase
       by Buyer.

       The objective of the initial provisioning list (IPL) is to provide Buyer
       with accurate technical data supplied by Embraer, in order to enable an
       adequate selection of Spares, aiming to support initial scheduled
       maintenance, based upon operational parameters established by Buyer.
       Buyer may elect to acquire the items contained in the IPL *. In the event
       that Buyer elects to purchase all items contained in the IPL * (the "IP
       Spares"), in order to have the necessary IP Spares available by the time
       of the first Aircraft Contractual Delivery Date, Buyer must place a
       purchase order at Embraer for the acquisition of the IP Spares on or
       before * prior to the first Aircraft Contractual Delivery Date. The
       delivery schedule of such IP Spares shall be agreed upon by the Parties
       at the time of *. Should Buyer not inform Embraer of IP Spares items
       selected by Buyer within the schedule set forth above, *.

2.1.3. PRE-PROVISIONING CONFERENCE

       Embraer will, without charge, provide a qualified team to attend
       pre-provisioning conferences as necessary to discuss Buyer requirements
       and all points of the IPL. Such meeting shall be held as soon as
       practicable following execution of the Purchase Agreement in *.

2.1.4. DATA

       Initial provisioning data will be supplied to Buyer upon request.

       a.     INITIAL PROVISIONING DATA: Embraer will supply initial
              provisioning data within a time period to be mutually agreed upon
              by both Parties.

       b.     PROVISIONING DATA REVISIONS: As requested, the IPL will have the
              data updated by incorporating engineering and price changes.
              Embraer will maintain a master copy of the IPL updated until
              *.

2.1.5. SPARES RECOMMENDATIONS (other than IP Spares)

       Embraer will provide, if requested, a breakdown of recommended Spares to
       support the components used during the Aircraft operation (inventory
       reprovisioning).

2.1.6. DELIVERY OF SPARES

       Except for those Spares referred to in item 2.1.4. above, IP Spares are
       normally in inventory and available for delivery on the Aircraft
       Contractual

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                    Page 2 of 8
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "B"

                   FERRY EQUIPMENT AND PRODUCT SUPPORT PACKAGE
--------------------------------------------------------------------------------

       Delivery Date. Nevertheless, delivery dates shall be *. Replenishment of
       Embraer made parts will be in accordance with * and *. Embraer will
       deliver Spares or IP Spares in FCA (Free Carrier - INCOTERMS 1990)
       condition, at Sao Jose dos Campos, State of Sao Paulo, Brazil, or at any
       other port of clearance that may be chosen by Embraer and informed to
       Buyer.

2.1.7. EMERGENCY SPARES SERVICE

       Embraer will maintain an emergency Spares service. Such service consists
       of AOG desk accessible through toll-free calling numbers and trained
       spare-parts specialists available, twenty four (24) hours a day, seven
       (7) days a week.  *.

2.1.8. CREDIT FOR SURPLUS IP SPARES

       Embraer offers to Buyer a program for certain surplus IP Spares
       manufactured by Embraer and which were * limited to the quantities, part
       numbers and serial numbers (if applicable) identified in the relevant
       invoices. Such program will provide terms no less favorable than the
       following:

       a.     Credit Program: During the period commencing * and ending *,
              Embraer will, *, offer a credit for new and unused IP Spares
              manufactured by Embraer *. Such credit may be used toward the
              purchase of *.

              e.1    EXCEPTIONS: Embraer will not issue credits for IP Spares
                     which * and for
                     IP Spares which *.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.


                                                                    Page 3 of 8
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "B"

                   FERRY EQUIPMENT AND PRODUCT SUPPORT PACKAGE
--------------------------------------------------------------------------------

                     e.2    CREDIT VALUES: The credit for each IP Spare to be
                            issued by Embraer will be: (i) an amount equal to *
                            or (ii) an amount equal to *.

                     e.3    DELIVERY OF SURPLUS IP SPARES: IP Spares for which a
                            credit has been requested shall be delivered by
                            Buyer, *. All returned IP Spares are subject to
                            Embraer's quality control inspection and acceptance.
                            All IP Spares which are rejected by Embraer's
                            quality control and/or are included in the
                            exceptions set forth in paragraph a.1 hereinabove,
                            will be returned to Buyer at Buyer's expense, no
                            credit being due in this case.

                     e.4    Credit Issue: After Embraer's acceptance of those IP
                            Spares suitable for the credit program, under the
                            terms of this Agreement, Embraer will notify the
                            available credit amount to Buyer and provide all
                            relevant information as to credit utilization.

2.2    AIRCRAFT TECHNICAL PUBLICATIONS:

2.2.1. AIRCRAFT PUBLICATIONS

       Embraer shall supply, *, copies of operational and maintenance
       publications applicable thereto, in the English language and in the
       quantities as specified in Exhibit "1" to this Attachment "B". Such
       publications are issued under the applicable specification and are
       available in hard copies, *. Such publications will be delivered together
       with the Aircraft, proportionally to the number of Aircraft purchased, up
       to the maximum quantity described in Exhibit "1" to this Attachment "B".

2.2.2. VENDOR ITEMS PUBLICATIONS

       With respect to vendor items installed in the Aircraft which have their
       own publications, Buyer will receive them in the quantity specified in
       Exhibit "1" to this Attachment "B", in their original content and printed
       form, directly from the suppliers, which are also responsible to keep
       them continuously updated through a direct communication system with
       Buyer.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                    Page 4 of 8
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "B"

                   FERRY EQUIPMENT AND PRODUCT SUPPORT PACKAGE
--------------------------------------------------------------------------------

2.2.3  *

2.2.4  The Parties further understand and agree that in the event Buyer elects
       not to take all or any one of the publications above mentioned, or
       revisions thereof, *.

2.3    SERVICES

       Embraer shall provide or cause to be provided, familiarization programs
       and * support for the Aircraft (the "Services") in accordance with the
       terms and conditions described below:

2.3.1  Familiarization Programs:

       a.     Familiarization program specified below is being offered at no
              charge to Buyer, except for *, as well as, *. The familiarization
              programs shall be conducted by FlightSafety International in
              accordance with the customer-training program and with all
              applicable regulations and requirements of the FAA and shall
              include all required manuals and course material.

       b.     Notwithstanding the eventual use of the term "training" in this
              paragraph 2.3.1, the intent of this program is solely to
              familiarize Buyer's pilots, mechanics, employees or
              representatives, duly qualified per the governing body in the
              country of Buyer's operation, with the operation and maintenance
              of the Aircraft. It is not the intent of Embraer to provide basic
              training ("ab-initio") to any representatives of Buyer.

       c.     The familiarization program, as applicable, shall occur prior to
              *. Buyer must give written notification to Embraer * in advance of
              Buyer's expected training schedule. Should Buyer not take all or
              any portion of the familiarization program for an Aircraft on or
              before *, Buyer shall be deemed to have fully waived its rights to
              such service, no refund or indemnity being due by Embraer to Buyer
              in this case.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                    Page 5 of 8
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "B"

                   FERRY EQUIPMENT AND PRODUCT SUPPORT PACKAGE
--------------------------------------------------------------------------------

       d.     All familiarization programs shall be provided by FlightSafety
              International in *.

       e.     The familiarization program referred to above covers:

              e.1    Pilot Familiarization Program for up to * including (i)
                     ground familiarization as regards Aircraft systems, weight
                     and balance, performance and normal/emergency procedures
                     and, (ii) flight simulator training in a * in accordance
                     with flight operations training program of Buyer duly
                     approved by the Air Authority.

              e.2    Maintenance Familiarization Course for up to *. This course
                     shall consist of classroom familiarization with Aircraft
                     systems and structures and shall be in accordance with ATA
                     specification 104, level III.

              e.3    Flight Attendant Familiarization Course for up to *. This
                     course shall consist of classroom familiarization,
                     including a general description of Aircraft and systems to
                     be used by flight attendants.

       f.     Buyer shall be responsible for submitting its training programs to
              the Air Authority for approval; Embraer shall *.

       g.     The Parties further understand and agree that in the event Buyer
              does not * Buyer will *. Embraer shall *:

       h.     *. Any other additional services requested by Buyer shall depend
              on mutual agreement between the Parties and shall be charged by
              Embraer accordingly.

       i.     The presence of Buyer's authorized trainees shall be allowed
              exclusively in those areas related to the subject matter hereof
              and Buyer agrees to hold harmless Embraer from and against all and

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                    Page 6 of 8
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "B"

                   FERRY EQUIPMENT AND PRODUCT SUPPORT PACKAGE
--------------------------------------------------------------------------------

              any kind *.

       Any other service will be subject to a specific agreement to be
       negotiated by the Parties and will be charged by Embraer accordingly.

2.3.2  * support:

       If and to the extent that Buyer so desire:

       a.     Embraer shall indicate at its sole discretion, and provide at no
              cost to Buyer, *.

       b.     *

       c.     At no charge to Embraer, Buyer shall provide such * with
              communication facilities (telephone, facsimile) as well as work
              space and facilities at Buyer's main maintenance base, and Buyer
              shall also *, to permit the accomplishment of the services
              mentioned in this item 2.3.2, in due time. *. Buyer agrees to
              assist Embraer and the employees of Embraer * in obtaining *.

       d.     During the *, Buyer shall permit access to the maintenance and
              operation facilities as well as to the data and files of Buyer's
              Aircraft fleet. It is hereby agreed and understood that Buyer
              shall make available *, one (1) set of updated Technical
              Publications as referred to in Article 2.2 above, it being Buyer's
              responsibility to perform the revision services in order to
              maintain such publications updated within the *.

       e.     Buyer shall bear all expenses related to the transportation, board
              & lodging of * when *.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                    Page 7 of 8
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "B"

                   FERRY EQUIPMENT AND PRODUCT SUPPORT PACKAGE
--------------------------------------------------------------------------------

       f.     Without a previous written authorization from Embraer, * shall
              not participate in test flights or flight demonstrations. In case
              Buyer obtains such previous authorization, Buyer shall include the
              * in Buyer's insurance policy. Embraer reserves the right to
              halt the services mentioned in this item 2.3.2, should any of the
              following situations occur at Buyer's base: a) there is a labor
              dispute or work stoppage in progress; b) war or war like
              operations, riots or insurrections; c) any conditions which is
              dangerous to the safety or health of Embraer's employee; or d) the
              government of Buyer's country refuses permission to Embraer's
              employee to enter the country.

       g.     The Parties further understand and agree that in the event Buyer
              elects not to take all or any portion of the *. Any other
              additional * support shall depend on mutual agreement between the
              Parties and shall be charged by Embraer accordingly.

       h.     The presence of * shall be allowed exclusively in those areas
              related to the subject matter hereof and Embraer agrees to hold
              harmless Buyer from and against all and any kind of liabilities in
              respect of such FSR *.

2.3.3  *


*      Indicates that material has been omitted and confidential treatment has
       been requested therefor. All such omitted material has been filed
       separately with the SEC pursuant to Rule 24b-2. A portion of this page
       and two additional pages were redacted.

                                                                    Page 8 of 8
<PAGE>
--------------------------------------------------------------------------------
           EXHIBIT 1 TO ATTACHMENT B - LIST OF TECHNICAL PUBLICATIONS
--------------------------------------------------------------------------------

The quantity of technical publications covering Aircraft operation and
maintenance shall be delivered to Buyer in accordance with the following list:

QUANTITES OF SETS TO BE SUPPLIED FOR BUYER UNDER THIS CONTRACT

OPERATIONAL SET

      Title                                                        Qty (copies)

1.    Airplane Flight Manual (AFM)                                         +
2.    Weight & Balance Manual (WB)                                         +
3.    Operations Manual (OM)                                               +
4.    Quick Reference Handbook (QRH)                                       +
5.    Dispatch Deviation Procedures Manual (DDPM)                          +
6.    Supplementary Performance Manual (SPM)                               +
7.    Operational Bulletins Set (OB)                                       +


MAINTENANCE SET


      Title                                                        Qty (copies)

8.    Aircraft Maintenance Manual (AMM)                                    +
9.    Illustrated Parts Catalog (IPC)                                      +
10.   Fault Isolation Manual (FIM)                                         +
11.   Non Destructive Manual (NDI)                                         +
12.   Scheduled Maintenance Requirements Document (SMRD)                   +
13.   Wiring Manual (WM)                                                   +
14.   Structural Repair Manual (SRM)                                       +
15.   Service & Information Bulletins Set (SB/IB)                          +
16.   Service Newsletters (SNL)                                            +
17.   System Schematic Manual (SSM)                                        +
18.   Instructions for Ground Fire Extinguishing and Rescue
      (IGFER)                                                              +
19.   Airport Planning Manual (APM)                                        +
20.   Illustrated Tool & Equipment Manual (ITEM)                           +
21.   Task Card Manual (TCM)                                               +
22.   Ramp Maintenance Manual (RMM)                                        +
23.   Powerplant Build-up Manual (PPBM)                                    +
24.   Auxiliary Power Unit Build up Manual (APUBM)                         +
25.   Corrosion Prevention Manual (CPM)                                    +
26.   Vendor Service Publications Set (*)                                  +



      (*)     To be delivered by the suppliers directly to Buyer.

+   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.


Exhibit 1 to Attachment B                                            Page 1 of 2
<PAGE>
--------------------------------------------------------------------------------
           EXHIBIT 1 TO ATTACHMENT B - LIST OF TECHNICAL PUBLICATIONS
--------------------------------------------------------------------------------

        QUANTITES OF EXTRA SETS TO BE PROVIDED ON BOARD OF EACH AIRCRAFT

      OPERATIONAL SET

      Title                                                        Qty (copies)

27.   Airplane Flight Manual (AFM)                                         +
28.   Weight & Balance Manual (WB)                                         +
29.   Operations Manual (OM)                                               +
30.   Quick Reference Handbook (QRH)                                       +
31.   Dispatch Deviation Procedures Manual (DDPM)                          +
32.   Supplementary Performance Manual (SPM)                               +



+   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.


Exhibit 1 to Attachment B                                            Page 2 of 2
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "C"

             EMB-140 WARRANTY CERTIFICATE - MATERIAL AND WORKMANSHIP
--------------------------------------------------------------------------------

1.     Embraer, subject to the conditions and limitations hereby expressed,
       warrants all Aircraft subject of the Purchase Agreement to which this is
       an Attachment, as follows:

       a.     For a period of * from the date of delivery to the Buyer, the
              Aircraft will be free from:

              o      Defects in materials, workmanship and manufacturing
                     processes in relation to parts manufactured by Embraer or
                     by its subcontractors holding an Embraer part number;

              o      Defects inherent to the design of the Aircraft and its
                     parts designed or manufactured by Embraer or by its
                     subcontractors holding an Embraer part number.

       b.     For a period of * from the date of delivery to the Buyer, the
              aircraft will be free from:

              o      Defects in operation of vendor (Embraer's supplier)
                     manufactured parts, not including the Engines, Engine
                     accessories, as identified in Exhibit 1 hereto
                     ("Accessories"), and the Auxiliary Power Unit (APU) and its
                     accessories ("Vendor Parts"), as well as failures of
                     mentioned parts due to incorrect installation or
                     installation not complying with the instructions issued or
                     approved by their respective manufacturers.

              o      Defects due to non-conformity of Vendor Parts to the
                     technical specification referred to in the Purchase
                     Agreement of the aircraft.

       Once the above-mentioned periods have expired, Embraer will transfer to
       Buyer the original Warranty issued by the vendors, if it still exists.

2.     Embraer, subject to the conditions and limitations hereby expressed,
       warrants that:

       a.     All spare parts or ground support equipment, not including
              Engines, APU and their Accessories, which have been manufactured
              by Embraer or by its subcontractors holding an Embraer part
              number, which will permit their particular identification and
              which have been sold by Embraer or its representatives will, for a
              period of *, be free from defects of
              material, workmanship, manufacturing processes and defects
              inherent to the design of the above mentioned parts or ground
              support equipment.

       b.     All spare parts or ground support equipment, which have been
              designed and manufactured by vendors, not including Engines, APU
              and their related accessories, and stamped with a serial number
              which will permit their particular identification and which have
              been sold by Embraer or its representatives will, for a period of
              *

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 1 of 3
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "C"

             EMB-140 WARRANTY CERTIFICATE - MATERIAL AND WORKMANSHIP
--------------------------------------------------------------------------------

              *, be free from malfunction, defect of material and manufacture.

3.     The obligations of Embraer as expressed in this Warranty are limited to
       replace or repair, depending solely upon its own judgment, the parts that
       are returned to Embraer or its representatives *, at Buyer's own expense
       (including but not limited to, freight, insurance, customs duties),
       adequately packed, provided that such components are actually defective
       and that the defect has occurred within the periods stipulated in this
       certificate. Should the defect not be reported to Embraer in writing
       prior to returning the defective part to Embraer or the defective part
       not be returned to Embraer *, Embraer may have the right, at its sole
       discretion, to deny the warranty claim. *.

       Parts supplied to Buyer as replacement for defective parts are warranted
       for the balance of the warranty period still available from the original
       warranty of the exchanged parts. *.

4.     Embraer will accept no warranty claims arising in any of the following
       circumstances:

       a.     When the Aircraft has been used in an attempt to break records, or
              subjected to experimental flights, or in any other way not in
              conformity with the flight manual or the airworthiness
              certificate, or subjected to any manner of use in contravention of
              the applicable aerial navigation or other regulations and rules,
              issued or recommended by government authorities of whatever
              country in which the aircraft is operated, when accepted and
              recommended by I.C.A.O.;

       b.     When the Aircraft or any of its parts have been altered or
              modified by Buyer, without prior approval from Embraer or from the
              manufacturer of the parts through a service bulletin;

       c.     Whenever the Aircraft or any of its parts have been involved in an
              accident, or when parts either defective or not complying to
              manufacturer's design or specification have been used;

       d.     Whenever parts have had their identification marks, designation,
              seal or serial number altered or removed;

       e.     In the event of negligence, misuse or maintenance services done on
              the aircraft, or any of its parts not in accordance with the
              respective maintenance manual;

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 2 of 3
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "C"

             EMB-140 WARRANTY CERTIFICATE - MATERIAL AND WORKMANSHIP
--------------------------------------------------------------------------------

       f.     In cases of deterioration, wear, breakage, damage or any other
              defect resulting from the use of inadequate packing methods when
              returning items to Embraer or its representatives.

5.     This Warranty does not apply to defects presented by expendable items *.

6.     The Warranty hereby expressed is established between Embraer and the
       first Buyer, and it cannot be transferred or assigned to others, unless
       by written consent of Embraer, according to Article 14 of the Purchase
       Agreement of which this is an Attachment.

7.     THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF EMBRAER AND REMEDIES OF
       BUYER SET FORTH IN THIS WARRANTY CERTIFICATE ARE EXCLUSIVE AND IN
       SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL
       OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF EMBRAER AND ANY ASSIGNEE
       OF EMBRAER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST
       EMBRAER OR ANY ASSIGNEE OF EMBRAER, EXPRESS OR IMPLIED, ARISING BY LAW OR
       OTHERWISE, WITH RESPECT TO ANY NON-CONFORMANCE OR DEFECT OR FAILURE OR
       ANY OTHER REASON IN ANY AIRCRAFT OR OTHER THING DELIVERED UNDER THE
       PURCHASE AGREEMENT OF WHICH THIS IS AN ATTACHMENT, INCLUDING DATA,
       DOCUMENT, INFORMATION OR SERVICE, INCLUDING BUT NOT LIMITED TO:

       a.     ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

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

       c.     ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER
              OR NOT ARISING FROM THE NEGLIGENCE OR OTHER RELATED CAUSES OF
              EMBRAER OR ANY ASSIGNEE OF EMBRAER, WHETHER ACTIVE, PASSIVE OR
              IMPUTED; AND

       d.     ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR
              DAMAGE TO ANY AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH
              RESPECT TO ANY AIRCRAFT OR FOR ANY OTHER DIRECT, INCIDENTAL OR
              CONSEQUENTIAL DAMAGES.

8.     No representative or employee of Embraer is authorized to establish any
       other warranty than the one hereby expressed, nor to assume any
       additional obligation, relative to the matter, in the name of Embraer and
       therefore any such statements eventually made by, or in the name of
       Embraer, shall be void and without effect.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 3 of 3
<PAGE>
--------------------------------------------------------------------------------
                           EXHIBIT 1 TO ATTACHMENT "C"

                                        *
--------------------------------------------------------------------------------

*





*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.


Exhibit 1 to Attachment "C" to PA DCT - 043/01                       Page 1 of 1
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "D"

                               ESCALATION FORMULA
--------------------------------------------------------------------------------

*

*      Indicates that material has been omitted and confidential treatment has
       been requested therefor. All such omitted material has been filed
       separately with the SEC pursuant to Rule 24b-2. Three pages (including
       this page) were redacted.

                                                                     Page 1 of 3
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "E"
                                        *
--------------------------------------------------------------------------------

*


*      Indicates that material has been omitted and confidential treatment has
       been requested therefor. All such omitted material has been filed
       separately with the SEC pursuant to Rule 24b-2. Two pages (including this
       page) were redacted.

                                                                     Page 1 of 2
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "F"

                                        *
--------------------------------------------------------------------------------

*



*      Indicates that material has been omitted and confidential treatment has
       been requested therefor. All such omitted material has been filed
       separately with the SEC pursuant to Rule 24b-2. Nine pages (including
       this page) were redacted.

                                                                     Page 1 of 9
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "G"

                             PERFORMANCE * GUARANTEE
--------------------------------------------------------------------------------

1.     GUARANTEES

       Embraer, subject to the conditions and limitations hereby expressed, and
       considering the Aircraft EMB-140 LR equipped with Embraer furnished Rolls
       Royce Allison AE3007A1/3 engines, guarantees that each Aircraft on the
       relevant Actual Delivery Date shall comply with the following
       performance:

       1.1    TAKE-OFF

              The FAA approved take-off field length at a gross weight at the
              start of the ground roll of *, on a standard day (ISA), at a sea
              level altitude, zero wind, no obstacles, dry runway, using TO
              Mode, with Flap 9 deg, shall not be more than the guarantee value:

              Guarantee: *

              The Aircraft will meet FAA approved minimum climb gradient for one
              engine inoperative climb, after takeoff at sea level, at a
              temperature of ISA+23(Degree)C, using TO Mode, with Flap 9 deg and
              increased V2, and with takeoff weight not less than the guarantee
              value:

              Guarantee: *

       1.2    LANDING

              The FAA approved landing field length at a gross weight of * and
              at a sea level altitude shall not be more than the guarantee
              value:

              Guarantee: *

       1.3    CRUISE SPECIFIC AIR RANGE

              The cruise specific air range at a gross weight of * in a standard
              day (ISA), at an altitude of 35,000 ft, at 440 KTAS using not more
              than maximum cruise thrust, shall not be less than the guarantee
              value:

              Nominal:  *

              Tolerance:  *

              Guarantee:   *

       1.4    SPEED

              The level flight speed at a gross weight of *, in a standard day
              (ISA), at an altitude of 35,000 ft and using not more than maximum
              cruise thrust, shall not be less than the guarantee value:

              Nominal: *

              Guarantee: *

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 1 of 7
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "G"

                             PERFORMANCE * GUARANTEE
--------------------------------------------------------------------------------

       1.5    *



       1.6.   OPERATIONAL EMPTY WEIGHT

              The operational empty weight (OEW) for Customer configuration is
              *.

--------------------------------------------------------------------------------
         ITEMS                                            Weight        Weight
--------------------------------------------------------- (kg)          (lb)
I) STANDARD AIRCRAFT CONFIGURATION                         *             *
--------------------------------------------------------------------------------
II) CUSTOMER OPTIONS
--------------------------------------------------------------------------------
A)       OPTIONS TO STD AVIONIC CONFIGURATION

*
         -----------------------------------------------------------------------
B)       OPTIONAL SYSTEM / OTHER EQUIPMENT

*



*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.


                                                                     Page 2 of 7
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "G"

                             PERFORMANCE * GUARANTEE
--------------------------------------------------------------------------------

C)       INTERIOR OPTIONAL ITEMS

*
         -----------------------------------------------------------------------
                                  SUB-TOTAL  (Options )     *              *
--------------------------------------------------------------------------------
                                  SUB-TOTAL   (M.E.W) (*)   *              *
--------------------------------------------------------------------------------
D)       OPERATING ITEMS - *

*
         -----------------------------------------------------------------------
                             SUB-TOTAL (Fixed Allowance)  *           *
--------------------------------------------------------------------------------
                                    TOTAL (O.E.W)         *           *
--------------------------------------------------------------------------------

       *

1.7    *

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 3 of 7
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "G"

                             PERFORMANCE * GUARANTEE
--------------------------------------------------------------------------------

2.     EMB-140 LR AIRCRAFT CONFIGURATION

       2.1    The guarantees stated above are based on the Aircraft
              configuration as defined in the Technical Description TD-140/003
              dated June 2001, plus specific Buyer configuration options as
              defined at Attachment "A" to the Purchase Agreement, (hereinafter
              adjustment to this Aircraft Performance Guarantees shall be made
              for changes in such Detail Specification (including but not
              limited to Buyer requests for changes, Proposal of Major Changes
              or any other changes mutually agreed upon between the Buyer and
              Embraer) approved in writing by the Buyer and Embraer. Such
              adjustments shall be accounted for by Embraer in its evidence of
              compliance with the guarantees. In the event a change is made to
              any law, governmental regulation or requirement, or in the
              interpretation of any such law, governmental regulation or
              requirement that affects the certification basis for the Aircraft,
              and as a result thereof, a change is made to the configuration
              and/or the performance of the Aircraft in order to obtain
              certification, the guarantees set forth in this Aircraft
              Performance Guarantee shall be appropriately modified to reflect
              any such change.

       2.2    The performance guarantees of * shall be adjusted by Embraer for
              the following in its evidence of compliance with such guarantees:

              a.     Changes to the Detail Specification including Change
                     Requests, Master Changes, Change Orders or any other
                     changes mutually agreed upon between the Buyer and Embraer.

              b.     The difference between the component weight allowances
                     given in the appropriate section of the Detail
                     Specification and the actual weights.

3.     GUARANTEE CONDITIONS

       3.1    All guaranteed performance data are based on the ICAO
              International Standard Atmosphere (ISA) unless otherwise
              specified. Altitudes are pressure altitudes.

       3.2    The FAA Regulations referred to in this Attachment are, unless
              otherwise specified, the Certification Basis regulations specified
              in the Aircraft Type Certificate Data Sheet.


*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 4 of 7
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "G"

                             PERFORMANCE * GUARANTEE
--------------------------------------------------------------------------------

       3.3    The takeoff and landing guarantees are based on hard surface,
              level and dry runways with no wind or obstacles, no clearway or
              stopway, and with automatic anti-skid operative unless otherwise
              specified. The takeoff performance is based on no engine bleed for
              air conditioning or thermal anti-icing and the Auxiliary Power
              Unit (APU) turned off unless otherwise specified. The improved
              climb performance procedure will be used for takeoff as required.
              The landing data is based on the use of automatic spoilers.

       3.4    The cruise specific air range, speed and the climb, cruise and
              descent portions of the mission guarantees include allowances for
              normal electrical power extraction and normal operation of the air
              conditioning system. Normal power extraction shall be defined as
              not less than a 37 kW total electrical and hydraulic loads. Normal
              operation of the air conditioning system shall be defined as
              operation in the automatic mode, with the temperature control set
              to maintain a nominal cabin temperature of 75 (Degree)F, and all
              air conditioning systems operating normally. This operation
              nominally allows a sea level cabin altitude to be maintained up to
              19,500ft and a maximum cabin pressure differential of 7.8 pounds
              per square inch at higher altitudes, with a nominal Aircraft cabin
              ventilation rate of 1,100 cu.ft per min at 35,000 ft including
              passenger cabin recirculation (nominal recirculation is 42 % not
              considering gasper flow). The APU is turned off unless otherwise
              specified.

       3.5    The cruise specific air range, speed and the climb, cruise, and
              descent portions of the mission guarantees are based on an
              Aircraft center of gravity location of 15% of the mean aerodynamic
              chord.

       3.6    Performance, where applicable, is based on a fuel Lower Heating
              Value (LHV) of 18,580 BTU per pound and a fuel density of 6.70
              pounds per U.S. gallon.

4.     PARTIES' OBLIGATIONS ACCORDING TO THIS GUARANTEE

       4.1    During the Aircraft acceptance to be performed by Buyer in
              accordance with Article 7 of the Purchase Agreement, Buyer shall
              check the Aircraft performance specified in Article 1 of this
              Attachment, by using the Aircraft Flight Manual (AFM) and by
              comparing the flight test data, at the atmospheric conditions
              prevailing during the flight, with the information presented in
              the Supplementary Performance Manual (SPM). All the performance
              guarantee under this Attachment are in accordance with both
              manuals above mentioned, taking into consideration the established
              tolerances.

       4.2    Embraer's obligations in respect to the guarantees stated in
              Article 1 of this Attachment, are limited to Buyer's right to
              *.


*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 5 of 7
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "G"

                             PERFORMANCE * GUARANTEE
--------------------------------------------------------------------------------


       4.3    In case during the above mentioned acceptance procedure, it is
              proven that the Aircraft performance does not comply with the
              performances specified in Article 1 of this Attachment, *.

       4.4    Upon acceptance of the Aircraft by Buyer, *.

5.     GUARANTEE COMPLIANCE

       5.1    Compliance with the guarantees * shall be based on the conditions
              specified in that sections, the Aircraft configuration contained
              in Attachment "A" to the Purchase Agreement and the guarantee
              conditions of Section 3 above.

       5.2    Compliance with the takeoff and landing performance guarantees
              shall be based on the FAA approved Airplane Flight Manual for the
              Aircraft.

       5.3    Compliance with the cruise specific air range, speed, and the
              climb, cruise and descent portions of the mission guarantees shall
              be established by calculations based on the comparison mentioned
              in Section 4.1 above.

       5.4    The data derived from tests shall be adjusted as required by
              conventional methods of correction, interpolation or extrapolation
              in accordance with established engineering practices to show
              compliance with the performance guarantee.

       5.5    *.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.


                                                                     Page 6 of 7
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "G"

                             PERFORMANCE * GUARANTEE
--------------------------------------------------------------------------------

6.     EXCLUSIVE GUARANTEES

       6.1    The only performance guarantees applicable to the Aircraft are
              those set forth in this document. The performance guarantees set
              forth herein are established between Buyer and Embraer and may not
              be transferred or assigned to others, unless by previous written
              consent of Embraer.

       6.2    THE GUARANTEES, OBLIGATIONS AND LIABILITIES OF Embraer, AND
              REMEDIES OF Buyer SET FORTH IN THIS PERFORMANCE GUARANTEE ARE
              EXCLUSIVE AND IN SUBSTITUTION FOR, AND Buyer HEREBY WAIVES,
              RELEASES AND RENOUNCES, ALL OTHER RIGHTS, CLAIMS, DAMAGES AND
              REMEDIES OF Buyer AGAINST Embraer OR ANY ASSIGNED OF Embraer,
              EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO
              ANY ACHIEVED PERFORMANCE.

       6.3    The terms and conditions of this performance guarantee do not
              alter, modify or impair, in any way, the terms and conditions of
              Attachment "C" (Aircraft Warranty Certificate) to the Purchase
              Agreement.


*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.


                                                                     Page 7 of 7
<PAGE>
                          Letter Agreement DCT-044/01


This Letter Agreement DCT-044/01 (the "Letter Agreement") is entered into this
13th day of August, 2001, by and between Embraer - Empresa Brasileira de
Aeronautica S.A. ("Seller"), and Astral Aviation, Inc. ("Buyer"), collectively
known as the "Parties", and relates to Purchase Agreement DCT-043/01 dated as of
the13th of August, 2001 (the "Agreement").

This Letter Agreement constitutes an amendment, supplement and modification to
the Agreement as it sets forth additional agreements of the Parties with respect
to the matters set forth therein. All terms defined in the Agreement, except as
otherwise required or expressly determined hereunder, shall have the same
meaning when used herein and in case of any conflict between this Letter
Agreement and the Agreement, this Letter Agreement shall prevail.


WHEREAS:

a.     The Parties have entered into the Agreement, pursuant to, and subject to
       the terms and conditions of, which Buyer shall buy and Seller shall sell
       twenty (20) firm EMB140 LR Aircraft (the "Aircraft") and Buyer shall have
       the option to purchase up to twenty (20) additional Aircraft.

b.     The Parties wish to set forth the additional agreements of the Parties
       with respect to certain matters related to the purchase of the above
       referenced Aircraft.


NOW, THEREFORE, for and in consideration of the foregoing and other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

1.     Simulator Data Package

       In the event Buyer elects to acquire its own flight simulator or flight
       training device, then Embraer will provide its proprietary ERJ140
       simulator data package (the "Sim Data Package") for one Buyer simulator
       or flight training device. The data package shall be available *. In
       the event Buyer exercises its rights to convert the ERJ 140 to ERJ 135 or
       ERJ 145, Embraer shall provide the complementary simulator data package
       for the ERJ 135 or the ERJ 145, as may be elected by Buyer. All simulator
       data packages shall be provided *.

       It is understood that the Sim Data Package shall be used exclusively *.


*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                    Page 1 of 10
<PAGE>

       The supply of the Sim Data Package is subject to the Parties entering
       into a data license agreement that shall define all terms and conditions
       for the utilization of the Sim Data Package, including without limitation
       the *.

2.     Spares Parts Credit

       Embraer will provide Buyer a spare parts and ground support equipment
       credit of * up to a maximum of *. This credit shall be available *.

       This credit shall be used for the purchase of spare parts and ground
       support equipment (except engines, engine related parts and APU) from the
       Embraer-Brazil spare parts facility.

       All spare part credits granted to Buyer in connection with the Purchase
       Agreement shall only be applied against Buyer's purchase from
       Embraer-Brazil of spare parts (except engines, engine related parts and
       APU) and ground support equipment (GSE). Spare parts credits made
       available to Buyer will expire, *. Buyer shall not be entitled to apply
       spare parts credits *. When using credits for the purchase of the items
       listed above, Buyer shall clearly indicate such condition in the relevant
       purchase order or request for quotation.

3.     Spare Parts Consignment

       A consignment of spare parts, up to a maximum value of * will be provided
       *. This total amount of * shall be accomplished during *. The consignment
       stock shall be placed at a single location chosen *.

       The consignment period shall begin at the time of delivery of the first
       Firm Aircraft and end *. Upon expiration, Buyer shall either return
       unused parts or purchase the remaining stock. * carrying charge on the
       value of the spare parts on consignment will apply.

       Details as to the execution of this consignment and the final consignment
       parts

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                    Page 2 of 10
<PAGE>

       list are to be * and shall be documented in a Consignment Agreement to be
       executed by Buyer and Embraer.

4.     *

5.     *

6.     Ground Support Equipment *

       Embraer shall provide to Buyer the then existing * of ground support
       equipment related to the operation of the Aircraft. Such * shall be used
       *.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                    Page 3 of 10
<PAGE>

7.     *

8.     *




*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                    Page 4 of 10
<PAGE>

       9.     Financing

       The terms and conditions pursuant to which Embraer shall * to * financing
       support for * Firm Aircraft to be acquired by Buyer in accordance the
       Purchase Agreement are outlined in Attachment 2 hereto, and are subject
       to *.

       10.    Aircraft Conversion

       Conversion Allowance: Buyer shall be allowed to convert one or more of
       the Firm Aircraft, starting *, and any one or more of the Option Aircraft
       to an ERJ 135 LR or ERJ 145 LR aircraft (the "Conversion Aircraft"), as
       the case may be, provided that Buyer *.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                    Page 5 of 10
<PAGE>

       Whenever Buyer converts an Aircraft to an ERJ 135 LR aircraft, the ERJ
       135 LR Conversion Aircraft shall thereafter be an "Aircraft" for all
       purposes of the Agreement, except that in this case the definition of the
       term "Aircraft" shall mean the ERJ-135 LR aircraft manufactured by
       Embraer according to Technical Description TD-135/005, dated June 2001
       (the "135 Technical Description", which, although not attached to the
       Agreement, will be incorporated therein by reference) and the Aircraft
       Specific Configuration, Finishing and Registration Marks as described in
       Attachment 1 to this Letter Agreement, for sale to Buyer pursuant to the
       Agreement, equipped with two (02), AE3007A1/3 engines manufactured by
       Rolls Royce Corporation (or, where there is more than one of such
       aircraft, each of such Aircraft), and that all references in the
       Agreement to the "Technical Description" shall, with respect to said ERJ
       135 LR Conversion Aircraft, be deemed to refer to the 135 Technical
       Description. Whenever Buyer converts an Aircraft to an ERJ 145 LR
       aircraft, the ERJ 145 LR Conversion Aircraft shall thereafter be an
       "Aircraft" for all purposes of the Agreement, except that in this case
       the definition of the term "Aircraft" shall mean the ERJ-145 LR aircraft
       manufactured by Embraer according to Technical Description TD-145/017,
       dated December 2000 (the "145 Technical Description", which, although not
       attached to the Agreement, will be incorporated therein by reference) and
       the Aircraft Specific Configuration, Finishing and Registration Marks as
       described in Attachment 1 to this Letter Agreement, for sale to Buyer
       pursuant to the Agreement, equipped with two (02), AE3007A1 engines
       manufactured by Rolls Royce Corporation (or, where there is more than one
       of such aircraft, each of such Aircraft), and that all references in the
       Agreement to the "Technical Description" shall, with respect to said ERJ
       145 LR Conversion Aircraft, be deemed to refer to the 145 Technical
       Description.

       Conversion ERJ 135 LR Aircraft Pricing: The ERJ 135 LR Conversion
       Aircraft basic price (the "ERJ 135 LR Basic Price") in * economic
       conditions, as specified in Attachment "1" for each ERJ 135 LR aircraft
       as specified in Attachment "1" is *.

       Conversion ERJ 145 LR Aircraft Pricing: The ERJ 145 LR Conversion
       Aircraft basic price (the "ERJ 145 LR Basic Price") in * economic
       conditions, as specified in Attachment "1" for each ERJ 145 LR aircraft
       as specified in Attachment."1" is *.

       For any Conversion Aircraft, any additional Buyer selected optional
       equipment and/or specific interior configuration changes will affect the
       ERJ 145 LR Basic Price, which will be adjusted accordingly upon agreement
       of the Parties.

       Basic Price Escalation: With respect to each ERJ 135 LR Conversion
       Aircraft, the ERJ 135 LR Basic Price shall be the "Aircraft Basic Price"
       for such Conversion Aircraft for purposes of the Agreement, and it shall
       be subject to escalation by application of the Escalation Formula as set
       forth in Article 3.3 of the Agreement. With respect to each ERJ 145 LR
       Conversion Aircraft, the ERJ 145 LR Basic Price shall be the "Aircraft
       Basic Price" for such Conversion

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                    Page 6 of 10
<PAGE>

       Aircraft for purposes of the Agreement, and it shall be subject to
       escalation by application of the Escalation Formula as set forth in
       Article 3.3 of the Agreement.

       Conversion Aircraft Progress Payments: *.

11.    ER Version and Decrease of MTOW/MLW/ZFW

       Buyer shall be entitled to convert any or all the ERJ 140 LR, ERJ 135 LR
       or ERJ 145 LR Aircraft into the corresponding ER models, including the
       decrease of MTOW/MLW/ZFW subject, however, to *. Buyer's execise of the
       conversion allowance shall not affect *.

12.    * Parts

       Embraer, subject to the conditions and limitations expressed in the
       Warranty Certificate subject of Attachment C to the Purchase Agreement,
       represents to the benefit of Buyer that all parts installed in or on the
       Aircraft at the time of delivery thereof to Buyer will *. For the
       purpose hereof, * shall mean *.

13.    Representations And Warranties

       Embraer and Buyer, respectively, represent and warrant the following to
       each other:

       a.     Effective as of the date of this Agreement and as of the Actual
              Delivery of each Aircraft, Embraer represents and warrants that:

              1.     Embraer is a corporation duly organized, validly existing
                     and in good standing under the laws of Brazil and has all
                     necessary corporate power and authority to conduct the
                     business in which it is currently engaged and to enter into
                     and perform its obligations under this Agreement.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                    Page 7 of 10
<PAGE>

              2.     Embraer has taken, or caused to be taken, all necessary
                     corporate action to authorize the execution and delivery of
                     this Agreement and the performance of its obligations
                     hereunder.

              3.     The execution and delivery by Embraer of this Agreement,
                     the performance by Embraer of its obligations hereunder and
                     the consummation by Embraer of the transactions
                     contemplated hereby, do not and will not (A) violate or
                     conflict with any provision of the constitutional documents
                     of Embraer, (B) violate or conflict with any law, rule, or
                     regulation applicable to or binding on Embraer or (C)
                     violate or constitute any breach or default (other than a
                     breach or default that would not (x) result in a material
                     adverse change to Embraer or (y) adversely affect Embraer's
                     ability to perform any of its obligations hereunder) under
                     any agreement, instrument or document to which Embraer is a
                     party or by which Embraer or any of its properties is or
                     may be bound or affected.

              4.     The execution and delivery by Embraer of this Agreement,
                     the performance by Embraer of its obligations hereunder and
                     the consummation by Embraer of the transactions
                     contemplated hereby do not and will not require the
                     consent, approval or authorization of, or the giving of
                     notice to, or the registration with, or the recording or
                     filing of any documents with, or the taking of any other
                     action in respect of, (A) any trustee or other holder of
                     any indebtedness or obligation of Embraer, (B) any
                     national, state or municipal government regulatory,
                     judicial, or administrative entity of competent
                     jurisdiction, or (C) any other party.

              5.     This Agreement has been duly authorized, executed and
                     delivered by Embraer and, assuming the due authorization,
                     execution and delivery hereof by the other Party
                     constitutes the legal, valid and binding obligation of
                     Embraer enforceable against Embraer in accordance with the
                     terms hereof, except as such enforceability may be limited
                     by bankruptcy, insolvency, reorganization, receivership,
                     moratorium and other similar laws affecting the rights of
                     creditors generally and general principles of equity,
                     whether considered in a proceeding at law or in equity.

              6.     Each of the foregoing representations and warranties shall
                     survive the execution and delivery of this Agreement and
                     any termination hereof.

       b.     Effective as of the date of this Agreement and as of the Actual
              Delivery of each Aircraft, Buyer represents and warrants that:

              1.     Buyer is a corporation duly organized, validly existing and
                     in good standing under the laws of the State of Delaware
                     and has all necessary corporate power and authority to
                     conduct the business in which it is currently engaged and
                     to enter into and perform its obligations under this
                     Agreement.

                                                                    Page 8 of 10
<PAGE>

              2.     Buyer has taken, or caused to be taken, all necessary
                     corporate action to authorize the execution and delivery of
                     this Agreement and the performance of its obligations
                     hereunder.

              3.     The execution and delivery by Buyer of this Agreement, the
                     performance by Buyer of its obligations hereunder and the
                     consummation by Buyer of the transactions contemplated
                     hereby, do not and will not (A) violate or conflict with
                     any provision of the constitutional documents of Buyer, (B)
                     violate or conflict with any law, rule, or regulation
                     applicable to or binding on Buyer or (C) violate or
                     constitute any breach or default (other than a breach or
                     default that would not (x) result in a material adverse
                     change to Buyer or (y) adversely affect Buyer's ability to
                     perform any of its obligations hereunder) under any
                     agreement, instrument or document to which Buyer is a party
                     or by which Buyer or any of its properties is or may be
                     bound or affected.

              4.     The execution and delivery by Buyer of this Agreement, the
                     performance by Buyer of its obligations hereunder and the
                     consummation by Buyer of the transactions contemplated
                     hereby do not and will not require the consent, approval or
                     authorization of, or the giving of notice to, or the
                     registration with, or the recording or filing of any
                     documents with, or the taking of any other action in
                     respect of, (A) any trustee or other holder of any
                     indebtedness or obligation of Buyer, (B) any national,
                     federal, state or local government regulatory, judicial, or
                     administrative entity of competent jurisdiction, or (C) any
                     other party.

              5.     This Agreement has been duly authorized, executed and
                     delivered by Buyer and, assuming the due authorization,
                     execution and delivery hereof by the other Party
                     constitutes the legal, valid and binding obligation of
                     Buyer enforceable against Buyer in accordance with the
                     terms hereof, except as such enforceability may be limited
                     by bankruptcy, insolvency, reorganization, receivership,
                     moratorium and other similar laws affecting the rights of
                     creditors generally and general principles of equity,
                     whether considered in a proceeding at law or in equity.

              6.     Each of the foregoing representations and warranties shall
                     survive the execution and delivery of this Agreement and
                     any termination hereof.



       IN WITNESS WHEREOF, the Parties have caused this Letter Agreement to be
       duly executed and delivered by their proper and duly authorized officers
       on the day and year first above written.


                                                                    Page 9 of 10
<PAGE>


Astral Aviation, Inc.


By:  /s/ James P. Rankin
    -------------------------
Name:  James P. Rankin
Title: President and CEO

Date and place: 8-15-01
                Oak Creek, WI  U.S.A.



EMBRAER - Empresa Brasileira de Aeronautica S.A.


By: /s/ Frederico Fleury Curado            By: /s/ Flavio Rimoli
   --------------------------------           --------------------------
Name:   Frederico Fleury Curado            Name:   Flavio Rimoli
Title:  Vice President                     Title:  Director of Contracts

Date and place: August 13, 2001
                Sao Jose dos Campos, SP
                Brazil



                                                                   Page 10 of 10
<PAGE>
--------------------------------------------------------------------------------
                                  ATTACHMENT 1
                   CONVERSION AIRCRAFT SPECIFIC CONFIGURATION,
                        FINISHING AND REGISTRATION MARKS
--------------------------------------------------------------------------------

1.     STANDARD AIRCRAFT

       The Aircraft shall be manufactured according to the standard
       configuration specified in Embraer's Technical Description as follows:

       a) ERJ 135 LR     - TD-135/005 dated June 2001
       b) ERJ 145 LR     - TD 145/017 dated December 2000

2.     OPTIONAL EQUIPMENT

       The following optional equipment is included in Buyer's Aircraft
       specification:

       2.1    OPTIONS TO STANDARD AVIONICS CONFIGURATION
               *

       2.2    OPTIONAL SYSTEM/OTHER EQUIPMENT
               *

       2.3    ENGINES
               *

       2.4    INTERIOR OPTION - INCLUDING 3 OVENS
               *

       2.5    ADDITIONAL INTERIOR OPTIONAL ITEMS
               *

       2.6    *

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.


                                                                     Page 1 of 2
<PAGE>
--------------------------------------------------------------------------------
                                  ATTACHMENT 1
                   CONVERSION AIRCRAFT SPECIFIC CONFIGURATION,
                        FINISHING AND REGISTRATION MARKS
--------------------------------------------------------------------------------

3.     FINISHING

       3.1    EXTERIOR FINISHING:

              The fuselage of the Conversion Aircraft shall be painted according
              to Buyer's color and paint scheme that shall be supplied to
              Embraer by Buyer on or before * prior to the relevant Conversion
              Aircraft Contractual Delivery Date. The wings and the horizontal
              stabilizer shall be supplied in the standard colors, i.e., gray
              BAC707.

       3.2    INTERIOR FINISHING:

              Buyer shall inform Embraer on or before * prior to the relevant
              Conversion Aircraft Contractual Delivery Date of its choice of
              materials and colors of all and any item of interior finishing
              such as seat covers, carpet, floor lining on galley areas, side
              walls and overhead lining, galley lining and curtain. The
              above-mentioned schedule for definition of interior finishing
              shall only be applicable if Buyer selects its materials from the
              choices offered by and available at Embraer. In case Buyer opts to
              use different materials and or patterns, Buyer shall provide
              Embraer at least 6 (six) months prior written notice.

4.     REGISTRATION MARKS AND TRANSPONDER CODE

              The Conversion Aircraft shall be delivered to Buyer with the
              registration marks painted on them. Buyer shall supply the
              registration marks and the transponder code to Embraer no later
              than * before each relevant Conversion Aircraft Contractual
              Delivery Date.


IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT
BETWEEN THE TERMS OF THIS "ATTACHMENT 1" AND THE TERMS OF THE TECHNICAL
DESCRIPTIONS TD135/005 DATED JUNE 2001 AND TD-145/017 DATED DECEMBER 2000, THE
TERMS OF THIS "ATTACHMENT 1" SHALL PREVAIL.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 2 of 2
<PAGE>
--------------------------------------------------------------------------------
                                 ATTACHMENT "D"
                              FINANCING TERM SHEET
--------------------------------------------------------------------------------

Aircraft:     Twenty (20) firm ERJ-140ER Jet Aircraft (the "Firm Aircraft") as
              defined in Article 2 of the proposal between Embraer and Midwest
              Express Holdings, Inc. (the "Guarantor") dated as of April 4, 2001
              (the "Proposal"). Astral Aviation, Inc. (the "Purchaser") is a
              wholly-owned subsidiary of Midwest Express Airlines, Inc. (the
              "Parent"), which is wholly-owned by the Guarantor. The Purchaser,
              the Parent and the Guarantor shall be referred to collectively as
              the "Purchaser Parties".

Aircraft      Offer Price: The Aircraft Offer Price is defined in Article 3 of
              the Proposal and is subject to Embraer's standard escalation
              formula based on * economic conditions until delivery,
              as provided in the purchase agreement to be executed between
              Embraer and the Purchaser. The escalated Aircraft Offer Price is
              the "Net Aircraft Purchase Price".

Financing     Transaction: Financing of the * Firm Aircraft will be
              arranged by Purchaser working in close coordination with and
              supported by Embraer to best optimize the Embraer Support
              Commitment (as defined below).

              Financing of these Aircraft is anticipated to be achieved by way
              of *. In addition, Embraer will arrange for *, at the option of
              the Purchaser, for up *. (If * agrees to provide * will provide *.

Embraer
 Support
 Commitment:  (A)    * For the Firm Aircraft

                     Embraer shall provide or shall cause to be provided:

                     (1)    *

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 1 of 8
<PAGE>

                     (2)    *. Embraer and Purchaser shall agree upon *
                            following execution of this financing term sheet.
                            There will be *.

                     (3)    *. The debt structure shall have no other
                            constraints on the amortization profile, which shall
                            be an optimized U.S. lease debt repayment profile.
                            The debt shall bear a fixed interest rate equal to
                            the *, on terms (or, to the extent not *, and as to
                            applicable matters not dealt with *, terms *.

                            Alternatively, * notice *, at Purchaser's option,
                            the * may be used in *, with the * (or, to the
                            extent herein provided, *) of Net Aircraft Purchase
                            Price and * funding the balance. Any such * shall be
                            * at * option, and may be converted *

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.


                                                                     Page 2 of 8
<PAGE>

                            (in which case * shall, for the avoidance of doubt,
                            provide an * as provided herein, *).

                     (4)    Embraer shall negotiate the terms of each * with *.
                            To the extent that * do not *, Embraer will *, and,
                            if there is *, then the *. Any such negotiations
                            shall be conducted *. To the extent that any *
                            provision affects * rights or obligations under *,
                            such * provisions shall *. Embraer shall negotiate
                            in good faith * as to other terms requested by *.

              (B)    * Financing Option For Up To * Firm Aircraft

                     (1) If Purchaser exercises the * Financing Option, *.
                     Payments by Purchaser will be *. The terms of any such *
                     financing shall be * (or, to the extent not more *, terms
                     *, and as to applicable matters not dealt with in *, terms
                     *.

                     (2) For informational purposes, based on *, the average *
                     would be *.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 3 of 8
<PAGE>

                     For each of the * and the * Option, * may arrange to have *
                     provided by *, or through *, which may require the
                     utilization of special purpose corporation(s) and/or trust
                     arrangements, *. Under any * option other * will * and set
                     on a date * option not earlier * and * not later than *.

              (C)    * Financing

                     * financing for * aircraft with a * of Net Aircraft
                     Purchase Price, *, with * payments monthly in arrears, and
                     * upon at least * notice, on terms *; provided that if *
                     shall be provided for that term.

Conditions
 Precedent:          (1)    Absence of any material adverse change in the
                            financial condition of Guarantor * (in this regard,
                            Guarantor commits to deliver to Embraer its latest
                            audited financial statements), including without
                            limitation:  *

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 4 of 8
<PAGE>


                     (2)    All * must be up to date at the time of financing.

Debt *:              Any debt support to be funded by or arranged *
                     shall be *.

Additional
   Agreements:       (1)    The Purchaser Parties shall * any financing party or
                            any other participant in the financing structure and
                            shall provide routine financial and other
                            information of the type customarily provided
                            aircraft financiers.

                     (2)    All invoices and financial obligations relative to
                            pertinent lender and lessor must be up to date at
                            the time of financing.

                     (3)    The Purchaser Parties and Embraer waive trial by
                            jury in respect of any claim based upon or arising
                            out of financings and resulting transactions.

                     (4)    All payments to be made by the Purchaser Parties in
                            favor of the financing parties shall be *

                     (5)    Each of Embraer and the Purchaser Parties shall be
                            responsible *


*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 5 of 8
<PAGE>



                     (6)    All reasonable Iegal fees and disbursements, and
                            out-of-pocket expenses of Embraer (including, with
                            respect to Embraer travel to the extent approved or
                            requested by the Purchaser), any trustee, or any
                            financing party, in each case associated solely with
                            the financing documentation of any Aircraft
                            delivery, including but not limited to registration
                            fees/expenses that are customary in aircraft
                            transactions, shall be for the account of the
                            Purchaser and shall be paid or caused to be paid by
                            Purchaser on closing of such Aircraft financings.

                     (7)    Embraer Board approval, which * April 16, 2001.



*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 6 of 8
<PAGE>

                     (8)    In the event of a material adverse change or
                            disruption in the financial/lease markets *.

Spares *:            Embraer will issue for each Aircraft a spare parts * for
                     Embraer-supplied spare parts as follows:

                     *

                     This difference represents *.

                     *
Validity:            The terms and conditions of this Financing Term Sheet
                     remain valid through the delivery of the * Aircraft.

Effect on Purchase
 Agreement:          As to any Aircraft, if * fails to arrange or provide
                     the financing support described under this Financing Term
                     Sheet, as a result of *.

* Agreement:         If a Purchaser Party enters into an * and the Purchaser *,
                     shall have no *.

Guarantee:           The Guarantor shall unconditionally guarantee the payment
                     and performance of all of the Purchaser's obligations *.

This Financing Term Sheet is *. The terms and conditions of this Financing Term
Sheet are subject to *.

It is the responsibility of Purchaser and Embraer to treat any and all
information related to the form and

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 7 of 8
<PAGE>

amount of any support which may be provided by Embraer and the execution of this
Financing Term Sheet in a confidential manner and not to provide to any third
party such information without the express written consent of the other party
and then only subject to the third party agreeing to Embraer's or Purchaser's
confidentiality agreement. It is acknowledged that Babcock & Brown is acting as
advisor to the Purchaser *. The above does not apply where Purchaser or the
applicable third party is required to disclose such information by law or
compelled by court order to do so.

If Purchaser and Embraer do not enter into a purchase agreement on or before May
30, 2001, or such other date as Embraer and the Purchaser may agree upon in
writing, all obligations under this Financing Term Sheet shall be deemed
terminated, and all obligations of Embraer and the Purchaser fulfilled.



*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.




                                                                     Page 8 of 8
<PAGE>
--------------------------------------------------------------------------------

                 AMENDMENT No. 01 TO LETTER AGREEMENT DCT-044/01

--------------------------------------------------------------------------------


This Amendment No. 01 ("Amendment 01") dated as of September __, 2001 by and
between Embraer - Empresa Brasileira de Aeronautica S.A. ("Embraer") and Astral
Aviation, Inc. ("Buyer"), and relates to Letter Agreement No. DCT-044/01 dated
August 13, 2001 (the "Letter Agreement").

All terms defined in the Letter Agreement shall have the same meaning when used
herein, and in case of any conflict between this Amendment 01 and the Letter
Agreement, this Amendment shall control.

This Amendment 01 sets forth the further agreement between Embraer and the
"Buyer" relative to certain changes requested by the "Buyer" in the Aircraft
configuration described in Attachment "1" to the Letter Agreement.

NOW, THEREFORE, in consideration of the foregoing, Embraer and the "Buyer" do
hereby agree as follows:

1.     Each of the ERJ 135 LR Conversion Aircraft and ERJ 145 LR Conversion
       Aircraft shall have the following modifications:

       (a)    * shall be excluded from the Aircraft configuration;

       (b)    * shall be included in the Aircraft configuration.

       Due to such changes, the net weight of the ERJ 135 LR Conversion Aircraft
       and ERJ 145 LR Conversion Aircraft shall be *, which shall be considered
       in all performance guarantees *, and the Conversion Aircraft Basic Price
       shall be *.

2.     As a result of the ERJ 135 LR Conversion Aircraft and ERJ 145 LR
       Conversion Aircraft configuration changes as specified above, the Parties
       agree that notwithstanding the provisions of the Letter Agreement the
       Conversion Aircraft Basic Price for each of the ERJ 135 LR Conversion
       Aircraft and ERJ 145 LR Conversion Aircraft shall be *. Therefore, the
       ERJ 135 LR Conversion Aircraft Basic Price shall be * and

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 1 of 2
<PAGE>
       the ERJ 145 LR Conversion Aircraft Basic Price shall be *.

3.     All other provisions and conditions of the Letter Agreement, as well as
       its Attachment, which are not specifically amended by this Amendment 01,
       shall remain in full force and effect without any change.



IN WITNESS WHEREOF, Embraer and Buyer by their duly authorized officers, have
entered into and executed this Amendment No. 01 to the Letter Agreement to be
effective as of the date first written above.


EMBRAER - EMPRESA BRASILEIRA                ASTRAL AVIATION, INC.
DE AERONAUTICA S.A


By:  /s/ Frederico Fleury Curado            By: /s/ James P. Rankin
   ------------------------------              ---------------------------------
Name: Frederico Fleury Curado               Name:  James P. Rankin
Title: Executive Vice President             Title: President & CEO
       Airline Market


By: /s/ Flavio Rimoli
   --------------------------
Name:  Flavio Rimoli
Title: Director of Contracts

Date:  October 23, 2001                     Date:  10-19-01
Place: Sao Jose dos Campos, SP              Place: Oak Creek, WI  U.S.A.
       Brazil

Witnesses:

/s/ Carlos Martins Dutra                /s/ Patricia M. Oleniczak
---------------------------                 -----------------------------
Name: Carlos Martins Dutra              Name:  Patricia M. Oleniczak


*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.


                                                                     Page 2 of 2
<PAGE>
--------------------------------------------------------------------------------

                AMENDMENT No. 01 TO PURCHASE AGREEMENT DCT-043/01

--------------------------------------------------------------------------------


This Amendment No. 01 ("Amendment 01") dated as of September __, 2001 by and
between Embraer - Empresa Brasileira de Aeronautica S.A. ("Embraer") and Astral
Aviation, Inc. ("Buyer"), and relates to Purchase Agreement No. DCT-043/01 dated
August 13, 2001 (the "Purchase Agreement").

All terms defined in the Purchase Agreement shall have the same meaning when
used herein, and in case of any conflict between this Amendment 01 and the
Purchase Agreement, this Amendment shall control.

This Amendment 01 sets forth the further agreement between Embraer and the
"Buyer" relative to certain changes requested by Buyer in the Aircraft
configuration described in Attachment "A" to the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing, Embraer and Buyer do hereby
agree as follows:

1.     Each of the Firm Aircraft and Option Aircraft shall have the following
       modifications:

       (a)    * shall be excluded from the Aircraft configuration;

       (b)    * shall be included in the Aircraft configuration.

       Due to such changes, the net weight of the Aircraft shall be *, which
       shall be considered in all performance guarantees *, and the Aircraft
       Basic Price shall be *.

2.     As a result of the Firm Aircraft and Option Aircraft configuration
       changes as specified above, the Parties agree that notwithstanding the
       provisions of the Purchase Agreement the Aircraft Basic Price for each of
       the Firm Aircraft and Option Aircraft shall be *. Therefore, the Aircraft
       Basic Price shall *.

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.


                                                                     Page 1 of 2
<PAGE>

3.     All other provisions and conditions of the Purchase Agreement, as well as
       its Attachments and Letter Agreement, which are not specifically amended
       by this Amendment 01, shall remain in full force and effect without any
       change.


IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have
entered into and executed this Amendment No. 01 to the Purchase Agreement to be
effective as of the date first written above.


EMBRAER - EMPRESA BRASILEIRA                ASTRAL AVIATION, INC.
DE AERONAUTICA S.A


By:  /s/ Frederico Fleury Curado            By: /s/ James P. Rankin
   ------------------------------              ---------------------------------
Name: Frederico Fleury Curado               Name:  James P. Rankin
Title: Executive Vice President             Title: President & CEO
       Airline Market


By: /s/ Flavio Rimoli
   --------------------------
Name:  Flavio Rimoli
Title: Director of Contracts

Date:  October 23, 2001                     Date:  October 19, 2001
Place: Sao Jose dos Campos, SP              Place: Oak Creek, WI  U.S.A.
       Brazil

Witnesses:

/s/ Carlos Martins Dutra                /s/ Patricia M. Oleniczak
---------------------------                 -----------------------------
Name: Carlos Martins Dutra              Name:  Patricia M. Oleniczak


                                                                     Page 2 of 2
<PAGE>
--------------------------------------------------------------------------------

                AMENDMENT No. 02 TO PURCHASE AGREEMENT DCT-043/01

--------------------------------------------------------------------------------


This Amendment No. 02 ("Amendment 02") dated as of October __, 2001 by and
between Embraer - Empresa Brasileira de Aeronautica S.A. ("Embraer") and Astral
Aviation, Inc. ("Buyer"), and relates to Purchase Agreement No. DCT-043/01 dated
August 13, 2001 (the "Purchase Agreement").

All terms defined in the Purchase Agreement shall have the same meaning when
used herein, and in case of any conflict between this Amendment 02 and the
Purchase Agreement, this Amendment 02 shall control.

This Amendment 02 sets forth the further agreement between Embraer and the
"Buyer" relative to certain changes in the Firm Aircraft Contractual Delivery
Dates and in the period of time to exercise the Option for the Purchase of
Additional Aircraft.

NOW, THEREFORE, in consideration of the foregoing, Embraer and Buyer do hereby
agree as follows:

1.     The delivery Schedule in Section 5 of the Purchase Agreement is hereby
       deleted and replaced with the following schedule:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
  AIRCRAFT   CONTRACTUAL DELIVERY DATE     AIRCRAFT   CONTRACTUAL DELIVERY DATE
--------------------------------------------------------------------------------
<S>                <C>                        <C>           <C>
     01               *     2003              11             *
--------------------------------------------------------------------------------
     02               *                       12             *
--------------------------------------------------------------------------------
     03               *                       13             *
--------------------------------------------------------------------------------
     04               *                       14             *
--------------------------------------------------------------------------------
     05               *                       15             *
--------------------------------------------------------------------------------
     06               *                       16             *
--------------------------------------------------------------------------------
     07               *                       17             *
--------------------------------------------------------------------------------
     08               *                       18             *
--------------------------------------------------------------------------------
     09               *                       19             *
--------------------------------------------------------------------------------
     10               *                       20             * 2006
--------------------------------------------------------------------------------
</TABLE>

2.     The first sentence of Article 21 is hereby deleted and replaced with the
       following text:

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 1 of 2
<PAGE>

       "Buyer shall have the option to purchase up to twenty (20) Option
       Aircraft provided however that the Option Aircraft shall be exercised
       *."

3.     All other provisions and conditions of the Purchase Agreement, as well as
       its Attachments, which are not specifically amended by this Amendment 02,
       shall remain in full force and effect without any change.


IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have
entered into and executed this Amendment No. 02 to the Purchase Agreement to be
effective as of the date first written above.

EMBRAER - EMPRESA BRASILEIRA                ASTRAL AVIATION, INC.
DE AERONAUTICA S.A


By:  /s/ Frederico Fleury Curado            By: /s/ James P. Rankin
   ------------------------------              ---------------------------------
Name: Frederico Fleury Curado               Name:  James P. Rankin
Title: Executive Vice President             Title: President & CEO
       Airline Market


By: /s/ Flavio Rimoli                       By: ___________________________
   --------------------------
Name:  Flavio Rimoli                        Name: _________________________
Title: Director of Contracts
                                            Title: ________________________
Date:  October 23, 2001
Place: Sao Jose dos Campos, SP
       Brazil                               Date: __________________________

Witnesses:                                  Place: _________________________

/s/ Carlos Martins Dutra
---------------------------                 By:_____________________________
Name: Carlos Martins Dutra
                                            Name: __________________________



*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 2 of 2


<PAGE>
--------------------------------------------------------------------------------

                AMENDMENT No. 03 TO PURCHASE AGREEMENT DCT-043/01

--------------------------------------------------------------------------------


This Amendment No. 03 ("Amendment 03") dated as of March 6, 2002 by and between
Embraer - Empresa Brasileira de Aeronautica S.A. ("Embraer") and Astral
Aviation, Inc. ("Buyer"), and relates to Purchase Agreement No. DCT-043/01 dated
August 13, 2001, as amended from time to time (the "Purchase Agreement").

All terms defined in the Purchase Agreement shall have the same meaning when
used herein, and in case of any conflict between this Amendment 03 and the
Purchase Agreement, this Amendment 03 shall control.

This Amendment 03 sets forth the further agreement between Embraer and the
"Buyer" relative to certain changes in the Firm Aircraft Contractual Delivery
Dates.

NOW, THEREFORE, in consideration of the foregoing, Embraer and Buyer do hereby
agree as follows:

1.     FIRM AIRCRAFT

Article 5 of the Purchase Agreement is hereby deleted and replaced by the
following:

       "5.    DELIVERY

       5.1    Subject to payment in accordance with Article 4 hereof and the
              provisions of Articles 7 and 9 hereof, the Aircraft shall be
              offered by Embraer to Buyer, by means of a written notice, for
              inspection, acceptance and subsequent delivery in F.A.F.
              condition, at Sao Jose dos Campos, State of Sao Paulo, Brazil,
              according to the following schedule:

--------------------------------------------------------------------------------

  AIRCRAFT   CONTRACTUAL DELIVERY DATE     AIRCRAFT    CONTRACTUAL DELIVERY DATE
--------------------------------------------------------------------------------
     01                 *  2004               11                   *
--------------------------------------------------------------------------------
     02                 *                     12                   *
--------------------------------------------------------------------------------
     03                 *                     13                   *
--------------------------------------------------------------------------------
     04                 *                     14                   *
--------------------------------------------------------------------------------
     05                 *                     15                   *
--------------------------------------------------------------------------------
     06                 *                     16                   *
--------------------------------------------------------------------------------
     07                 *                     17                   *
--------------------------------------------------------------------------------
     08                 *                     18                   *
--------------------------------------------------------------------------------
     09                 *                     19                   *
--------------------------------------------------------------------------------
     10                 *                     20                   *  2007
--------------------------------------------------------------------------------

*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.

                                                                     Page 1 of 3
<PAGE>

       5.2    *


2.     MISCELLANEOUS

All other provisions and conditions of the Purchase Agreement, as well as its
Attachments, which are not specifically amended by this Amendment 03, shall
remain in full force and effect without any change.




              [REMAINDER OF THIS HAS BEEN LEFT BLANK INTENTIONALLY]




*   Indicates that material has been omitted and confidential treatment has been
    requested therefor. All such omitted material has been filed separately with
    the SEC pursuant to Rule 24b-2.



                                                                     Page 2 of 3
<PAGE>


IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have
entered into and executed this Amendment No. 03 to the Purchase Agreement to be
effective as of the date first written above.


EMBRAER - EMPRESA BRASILEIRA                ASTRAL AVIATION, INC.
DE AERONAUTICA S.A


By:  /s/ Frederico Fleury Curado            By: /s/ James P. Rankin
   ------------------------------              ---------------------------------
Name: Frederico Fleury Curado               Name:  James P. Rankin
Title: Executive Vice President             Title: President & CEO
       Airline Market



By: /s/ Satoshi Yokota                     By: ___________________________
   ----------------------------
Name: Satoshi Yokota                       Name: _________________________

Title: Executive Vice President            Title: ________________________
       Industrial


Date: March 7, 2002                        Date: 3-6-02

Place: Sao Jose Dos Compos, SP             Place: Oak Creek, WI
       Brazil



WITNESS:

/s/ Carlos Martins Dutra                   By: ___________________________
---------------------------
Name: Carlos Martins Dutra                 Name:__________________________


                                                                     Page 3 of 3